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Sweetheart Loans To Senior Executives 对高级管理人员的甜心贷款 Bernie Ebbers' passion for his corporate creation loaded him up on common stock. Through generous stock options and purchases, Ebbers' WorldCom holdings grew and grew, and he typically financed these purchases with his existing holdings as collateral. This was not a problem until the value of WorldCom stock declined, and Bernie faced margin calls (a demand to put up more collateral for outstanding loans) on some of his purchases. At that point he faced a difficult dilemma. Because his personal assets were insufficient to meet the call, he could either sell some of his common shares to finance the margin calls or request a loan from the company to cover the calls. Yet, when the board learned of his problem, it refused to let him sell his shares on the grounds that it would depress the stock price and signal a lack of confidence about WorldCom's future.22 伯尼•埃伯斯为他的企业创造的激情，他加载在普通股上。通过慷慨的股票期权和购买，埃伯斯的世通公司所持股份不断增长，他的资金通常购买这些与他的现有持股作为抵押品。这都不是一个问题，直到世通公司股票的价值下跌，以及伯尼面临保证金追缴（为未偿还贷款提供更多的抵押品的需求）。在这一点上，他面临着一个艰难的困境。因为他的个人资产不足以满足追缴，他既可以出售一些他的普通股融资保证金催缴或从公司申请贷款覆盖追缴。然而，当董事会得知他的问题，拒绝让他卖掉他的股份，理由是它会抑制股票价格，并关于世通公司的未来缺乏信心信号。 Had he pressed the matter and sold his stock, he would have escaped the bankruptcy financially whole, but Ebbers honestly thought WorldCom would recover. Thus, it was enthusiasm and not greed that trapped Mr. Ebbers. The executives associated with other corporate scandals sold at the top. In fact, other WorldCom executives did much, much better than Ebbers did.23Bernie borrowed against his stock. That course of action makes sense if you believe the stock will go up, but it's the road to ruin if the stock goes down. Unlike the others, he intended to make himself rich taking the rest of the shareholders with him. In his entire career, Mr. Ebbers sold company shares only half a dozen times. Detractors may find him irascible and arrogant, but defenders describe him as a principled man.24 他已经平息了此事，并卖掉了他的股票，他会躲过了整个金融上的破产，但埃伯斯真诚的认为世通公司将会复苏。因此，这是热情洋溢的，不是贪婪，埃伯斯深陷其中。相关的高管与其他企业丑闻在上面出售。事实上，其他世通的高官比埃伯斯做的更好很多，埃伯斯借钱他的股票。这种行动是有道理的，如果你相信股票会涨，但如果股票下跌了就是通往绝路。不像其他人，他打算使自己丰富带动其余股东。在他的整个职业生涯中，埃伯斯出售公司股份只有6次。反对者可能会发现他性格暴躁和傲慢，但捍卫者形容他是一个有原则的人。 The policy of boards of directors authorizing loans for senior executives raises eyebrows. The sheer magnitude of the loans to Ebbers was breathtaking. The $341 million loan the board granted Mr. Ebbers is the largest amount any publicly traded company has lent to one of its officers in recent memory.25 Beyond that, some question whether such loans are ethical. "A large loan to a senior executive epitomizes concerns about conflict of interest and breach of fiduciary duty," said former SEC enforcement official Seth Taube.26 Nevertheless, 27percent of major publicly traded companies had loans outstanding for executive officers in 2000 up from 17percent in 1998 (most commonly for stock purchase but also home buying and relocation). Moreover, there is the claim that executive loans are commonly sweetheart deals involving interest rates that constitute a poor return on company assets. WorldCom charged Ebbers slightly more than 2percent interest, a rate considerably below that available to "average" borrowers and also below the company's marginal rate of return. Considering such factors, one compensation analyst claims that such lending "should not be part of the general pay scheme of perks for executives. I just think it's the wrong thing to do."27 董事会对高级管理人员授权贷款的原则令人惊叹。埃伯斯贷款的绝对规模是惊人的。在最近的记忆中，任何上市公司已借给其人员中，董事会授予埃伯斯341,000,000.00美元的贷款量是最大的。除此之外，一些问题，是否有这种贷款是道德。“高级行政人员的缩影一笔大的贷款利息及违反信托义务冲突的担忧，说：“前SEC执法部门官员Seth Taube（塞斯•陶布）。”然而，主要的公开上市公司t行政人员的贷款余额从1998年的17%增加到2000年的27%（最 常用股票购买，而且也用于买房和迁移）。此外，还有的要求，通常是私下交易，涉及构成公司资产的回报率差的利率执行贷款。世通公司收取埃伯斯略多于2％的利息，大大低于“平均”借款，也低于公司的边际回报率。考虑到这些因素，一为薪酬分析员称，这样的贷款“不应该是高管额外津贴一般薪酬计划的一部分，我只是觉得这是做的错误的事情。” What's a Nod or Wink Among Friends? 朋友之间的点头或眨眼什么是意思？ In the autumn of 1998, Securities and Exchange Commission Chairman Arthur Levitt Jr. uttered the prescient criticism, "Auditors and analysts are participants in a game of nods and winks."28 It should come as no surprise that it was Arthur Andersen that endorsed many of the accounting irregularities that contributed to WorldCom's demise.29 Beyond that, however, were a host of incredibly chummy relationships between WorldCom's management and Wall Street analysts. 在1998年秋季，美国证券交易委员会（Securities and Exchange Commission）主席Arthur Levitt Jr.说出有先见之明的评论，“核数师及分析师都是点头和眨眼游戏的参与者。”这是意料中的事情，是Arthur Andersen（安达信会计师事务所）赞同许多会计违规行导致世通公司的灭亡。然而，除此之外，就是世通公司的管理和华尔街分析师的之间一系列令人难以置信的亲密关系。http://www.ukassignment.org/mgessaydx/ 22 Solomon, D., & Blumenstein, R. (2002). Telecom: Mississippi blues: Loans Proved to be Ebber's Downfall. Wall Street Journal (May 1), A‐8. 23 According to David Leonhardt of the New York Times (8/25/02, p. 10), Director Francesco Galesi made $31 million, John Sidgmore, the senior manager who replaced Ebbers as CEO, made $25 million, and CFO Scott Sullivan, who many think was responsible for the accounting abuses at World Com, pocketed $23 million. 24 According to David Leonhardt of the New York Times (8/25/02, p. 10), Director Francesco Galesi made $31 million,John Sidgmore, the senior manager who replaced Ebbers as CEO, made $25 million, and CFO Scott Sullivan, who many think was responsible for the accounting abuses at World Com, pocketed $23 million. 25 Solomon, D., & Sandberg, J. (2002). Leading the News. Wall Street Journal (November 6). A‐3. Report that Bernie used 8% of this load for personal use, an uncharacteristically self ‐serving move for Mr. Ebbers. 26 Young, S. (2002). Big WorldCom Loan May Have Spurred Inquiry. Wall Street Journal (March 14), A‐3. 27 Young, S. (2002). Big WorldCom Loan May Have Spurred Inquiry. Wall Street Journal (March 14), A‐3. 28 Byrne, J. A. (2002). Fall from grace: Joe Berardino Presided Over the Biggest Accounting Scandals Ever and the Demise of a Legendary Firm. Business Week (August 12), 50+. #p#分页标题#e# 29 These amounted to over $9 million in overstated income. For an explanation as to how some of this was done, see. Elstrom, P. (2002). How to Hide $3.8 billion in Expenses. Business Week (July 8), 41+. |
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