Is greed good? Do managements with "skin in the game" work
harder to make shareholders wealthy?
These two seemingly unrelated investing truisms -- the
first famously (if fictionally) espoused by Gordon Gecko in
Wall Street, the latter a central tenet of our
investing strategy at
Motley Fool Hidden Gems
-- were certainly called into question by events this
week.
According to the
Wall Street Journal, investors in
Perot Systems (NYSE: PER) took a break from
their cheering over
Dell 's (Nasdaq: DELL) buyout to boo one Reza
Saleh. The employee of H. Ross Perot's family investment firm
allegedly traded on advance knowledge of Dell's offer,
"earning" $8.6 million in profit from buying
call optionsprior to the deal's public announcement.
If illegal insider trading is proven, the affair will echo
a pair of scandals we saw back in 2004, when unnamed parties
used inside information first on
Royal Bank of Scotland 's (NYSE: RBS) buyout
of Charter Financial, and then on
General Electric 's (NYSE: GE) purchase of
InVision, to reap
millions of dollars' worthof ill-gotten gains.
Simultaneous with news of the Perot debacle, the
Journalgave us an inkling of why
Marvel Entertainment (NYSE: MVL) disagreed so
strongly with investors who felt the company
got a raw dealfrom
Disney (NYSE: DIS).
Turns out, Marvel's CEO had a vested interest in this deal
going through -- one even greater than you'd think from his
37% stake in the company. Just weeks after his company began
discussing the deal with Disney, CEO Isaac Perlmutter
wrangled himself another 1.27 million stock options --
options priced at as little as half the price Disney was
willing to pay for them.
Naturally, Marvel management argues there was no
impropriety (move along ... nothing to see here), and that
Perlmutter was due for a bonus in any case. It also seems a
bit strange that a man due to reap $1.4 billion from selling
his company would jeopardize his reputation, and his freedom,
just to stuff an extra $34 million in his wallet. But
stranger things have happened. (Witness Steve Jobs and the
Apple (Nasdaq: AAPL)
backdating scandal of 2007.)
What's it all mean to investors?
In a nutshell, it means this: We still believe
investors are better off when managers have a stake in the
success of the businesses they run. Perlmutter's (allegedly,
always allegedly) sticky fingers notwithstanding, his
sellout to Disneystill promises to net investors an $11
profit on any shares they owned prior to Aug. 31. A CEO
without
anyinterest in the company might have been just as
happy collecting a paycheck forever, and unwilling to
entertain Disney's bid.
Now it's your turn to tell us what
youthink, Fool. Is insider trading a
pure and unmitigated evilthat destroys faith in "the
system" and drives up the cost of mergers when insiders get
paid off? Or is there perhaps a plus side to be found in
insider trading? Scroll down to our comments board, and sound
off.
This article was originally published as
Insiders Behaving Badly. Again.on
Fool.com
Copyright © 2009 The Motley Fool, LLC. All rights
reserved.
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