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Archives for November 2011

DealBook: Facebook May Be Forced to Go Public Amid Market Gloom

Harry Campbell

Facebook is in a corner.

Another Internet hot shot, Groupon, is trading below its offering price, and the market for Internet initial public offerings over all appears to be deflating. The European sovereign debt crisis isn’t helping the market gloom. The coming months are shaping up to be a bad time to undertake an I.P.O.

Still, Facebook will almost certainly have to go public during this time whether it wants to or not — and whether or not it can get a valuation of $100 billion or more in doing so.

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And it’s partly Facebook’s fault — it just has too many shareholders.

Securities regulation requires a United States company with 500 or more shareholders of record to begin filing reports, including audited financial information, with the Securities and Exchange Commission four months after the year it exceeds this threshold.

Facebook most likely exceeded 500 shareholders this year. By the end of April 2012, it will become subject to this heightened regulation and have to disclose a spate of confidential business information.

Most start-up technology companies are able to avoid passing this threshold. They finance operations from a handful of investors. The largest ownership group is typically employees who receive options, a group that is exempt from this calculation. In 2008, Facebook switched from awarding options to restricted stock, but the S.E.C. went so far as to give the company a special exemption to permit this.

Facebook appears to have been pushed over the edge by two extraordinary events.

Long-time employees have been exercising their options and selling the shares in large quantities on private markets. Facebook reportedly issued these employees options without any restrictions on resale, except that it has a right to repurchase the shares if employees try to sell. But the company has not always exercised this right, instead allowing these shares to be transferred to new investors, which count toward the 500-person threshold.

And in January, Facebook arranged to sell $1.5 billion in shares through Goldman Sachs to new investors. This offering appears to have pushed it over the line.

Still, Facebook is required only to begin reporting and filing information with the S.E.C. at the end of April. The company is not legally required to go public and list shares at this time, though the S.E.C.’s requirement alone will be a big impetus.

I.P.O.’s are built not only on company fundamentals but on salesmanship. Typically, companies try to go to market off the release of their public information and financial statements to the S.E.C. Drawing back the curtain with an offering allows a company to sell its shares with maximum hype. Companies also conclude that if they are going to be subject to much of the regulation that comes with being public, they might as well just go ahead with an I.P.O. and get the full benefits of being public.

There is precedent for this from a Facebook competitor. In 2004, Google was also forced to begin filing its financial information with the S.E.C, and timed its I.P.O. to coincide with this event.

Facebook will most likely want to do the same.

Even if Facebook could resist, an eager army of Facebook employees is pushing hard for an I.P.O., according to Eric Eldon of TechCrunch. In 2008, Facebook adopted a new restricted stock program that prevented employees from selling their shares until an I.P.O. or a sale, or if Facebook permitted it. Even employees who acquired shares before this time are forbidden from selling shares under the company’s insider trading policy unless Facebook opens a trading window. But this window has remained closed; the last time Facebook allowed employees to sell shares was in 2009.

Facebook is thus facing a choice it may not want to make. It can hold off an offering, risk employee wrath and begin complying with S.E.C. regulations. Alternatively, it can push forward with an offering in a choppy market that may not produce the best result.

It could have prevented this turn of events.

Facebook could have exercised its repurchase right and bought the shares that have flooded the private markets. While it may not have wanted to spend the money to purchase these shares, Facebook could have funneled these shares into friendly hands, like Goldman Sachs. LinkedIn, for example, worked with SharesPost, the private trading market, to ensure that before its offering, its shares were bought on the exchange only by existing investors. Zynga has taken even a stronger stance, refusing to register share trades in some instances.

Facebook also shoved itself over the cliff when it offered shares to Goldman to be sold to third-party investors. A widespread offering of this type was bound to create a stir and regulatory attention. It also probably sent Facebook over the 500-shareholder level.

There are lessons here for entrepreneurs.

From the get-go, companies may want to have stock option plans that prevent sales to third-party investors until an I.P.O. or other liquidation event. This will have the benefit of keeping the company below the 500-shareholder level and will also allow it to control any private market in its shares from springing up. Twitter, LivingSocial and Square have all reportedly required new investors to agree to terms like this.

If there is a villain here, it is not the securities regulations. This month, Senators Pat Toomey, Republican of Pennsylvania, and Tom Carper, Democrat of Delaware, introduced a bill to raise the 500-holder limit to the equally arbitrary number of 2,000. This bill should be called the Facebook bill. But Facebook is an outlier. In the future, Internet companies should be able to manage their shareholder base to avoid surpassing this threshold.

Raising it to 2,000 or another number may be appropriate given that smaller companies have fewer opportunities these days for public offerings and may need to sell to a larger number of people. But it shouldn’t be done because of Facebook, which had all the opportunities in the world to sell shares to a select number of private investors.

Facebook has strong incentives to go public next year. But it may end up with an offering at a less-than-opportune time or a valuation of less than $100 billion. Facebook’s own choices have left it without full room to maneuver.


Steven M. Davidoff, writing as The Deal Professor, is a commentator for DealBook on the world of mergers and acquisitions.

Article source: http://feeds.nytimes.com/click.phdo?i=7d82dd8d8e0f3a90d665b7764798b6ce

DealBook: In Chapter 11, a Bid to Cut Costs at American Airlines

After resisting for a decade, the parent company of American Airlines announced Tuesday that it would now follow a strategy that the rest of the industry chose long ago: filing for bankruptcy protection so it can shed debt, cut labor costs and find a way back to profitability.

American’s parent, the AMR Corporation, was the last major domestic airline that had never sought Chapter 11 protection. Its main rivals, including Delta Air Lines and United Airlines, used the bankruptcy courts to reorganize their businesses in recent years and emerged as stronger, more profitable rivals.

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American, meanwhile, has lost more than $11 billion since 2001, while falling off its perch as the nation’s largest airline as mergers between first Delta and Northwest, and then United and Continental, created bigger competitors. The airline’s troubles were compounded by high labor costs, including pensions that are the richest in the industry, and surging fuel prices.

The decision to file for bankruptcy, which was endorsed by a unanimous vote of the company’s board on Monday evening, was a defeat for Gerard J. Arpey, who has run the airline since 2003 and had staunchly resisted such a move.

American's counter at La Guardia Airport on Tuesday. The airline says it will run a full schedule while it is in bankruptcy.Ángel Franco/The New York TimesAmerican’s counter at La Guardia Airport on Tuesday. The airline says it will run a full schedule while it is in bankruptcy.Thomas Horton, left, succeeds Gerard Arpey as chief executive.Richard W. Rodriguez/Associated Press and Brandon Thibodeaux/Getty ImagesThomas Horton, left, succeeds Gerard Arpey as chief executive.

“It’s no secret that we have tried exceptionally hard over the last decade to avoid this outcome,” he wrote in an emotional message to employees.

Rather than guide the airline through bankruptcy, Mr. Arpey, 53, decided to retire as chairman and chief executive and take a job in private equity investing. He was succeeded by AMR’s president, Thomas W. Horton, 50, another longtime hand at the airline, who was ATT’s chief financial officer for four years before returning to AMR in 2006.

Despite Mr. Arpey’s long tenure as AMR’s chief executive, he does not appear to be bailing out with a golden parachute. Under the terms of his contract, he will not receive any severance, according to the research firm Equilar. And with AMR closing at 26 cents a share on Tuesday, his stock holdings are essentially worthless.

As other airlines have done in similar cases, American said it would continue to operate its regular schedule throughout the bankruptcy process. It said flights, ticket sales, overseas alliances and frequent flier programs would not be affected. Employees will continue to be paid and receive health benefits.

Wall Street analysts said AMR, which has about $4.1 billion in cash and short-term investments, was seeking court protection before its financial position completely deteriorated.

“This is not a defensive move, but an offensive bankruptcy where they go after their labor groups to reduce costs,” said Bob McAdoo, an airline analyst at Avondale Partners. “They have a great franchise and a lot of cash. They are not being forced into bankruptcy here. They have a problem with their cost structure that they want to tackle.”

The decision might eventually lead to a smaller airline, with fewer employees, fewer planes and fewer destinations. Seth Kaplan, an aviation specialist with Airline Weekly, said hubs like Dallas and Miami, where American has a strong competitive position, would probably be spared, while Los Angeles and Chicago, where it is not a market leader, might be more vulnerable to cuts.

American has long argued that its labor costs were $800 million a year higher than its rivals’ because its pilots fly fewer hours and have less flexible work rules. Its cost per available seat mile, a common industry metric that includes labor and operating costs, is about 10 percent higher than Delta’s.

But labor is only part of the picture. American owns and operates a regional carrier, American Eagle, that flies 50-seat jets that are among the least efficient to operate. It is also the only major airline to perform most of its major maintenance internally. And more than a third of its 600 planes are McDonnell Douglas MD-80s, an aging design that burns more fuel than newer models.

“If oil was still at $50 a barrel, we wouldn’t be having this conversation,” said Mike Boyd, an airline consultant. “Their bet was to hold on to their older MD-80s until Boeing came up with a new airplane. As we know, that didn’t happen.”

The decision to file for bankruptcy was not entirely unexpected. Speculation about a bankruptcy sent the company’s shares down 79 percent this year even before the filing. However, its timing did take many analysts by surprise because they thought the company had enough cash to finance its operations for at least the next 12 months.

Mr. Horton said in an interview that AMR’s board did not want to wait. “This was the time to move from a position of relative strength,” he said. As of Sept. 30, AMR had $24.7 billion in assets and $29.6 billion in debt, according to a filing with the Federal Bankruptcy Court in Manhattan. Creditors include the holders of AMR bonds as well as companies like General Electric that leased aircraft to the airline.

The airline managed to avoid filing for bankruptcy in 2003 after it obtained major concessions from its labor groups, including lower pay for its pilots. But talks for a new contract had been dragging on since 2008 with no resolution. The latest round stalled in recent weeks when the pilots’ union refused to send a proposal to its members for a vote.

“It appears the board of directors ran out of patience after the last discouraging signals from the pilot unions,” said Philip Baggaley, a managing director at Standard Poor’s Ratings Services.

Airlines have used federal bankruptcy rules in the past to force new contracts on their employees, and American may now take a tougher position with its own unions.

“We had been hopeful that bankruptcy could be averted, but we were aware of the possibility,” said Gregg Overman, a spokesman for the Allied Pilots Association, which represents American pilots.

James C. Little, the president of the Transport Workers Union of America, which represents 25,000 employees, including ground workers, struck a more defiant tone. The union reached a series of tentative agreements in recent weeks with the airline and American Eagle.

“This is likely to be a long and ugly process, and our union will fight like hell to make sure that front-line workers don’t pay an unfair price for management’s failings,” he said.

The mergers of Delta and Northwest, and United and Continental, helped those airlines cut capacity, increase fares and return to profitability last year. American, meanwhile, has had just two profitable years in the last decade, while losses from 2001 to 2010 were $11.4 billion. It recorded a $982 million loss through the first nine months of this year and is expected to post another loss in 2012.

In the long run, the airline is counting on a significant overhaul of its fleet to cut long-term costs. In July, it announced a $38 billion order for 460 new single-aisle planes from Airbus and Boeing. American’s fleet has an average vintage of 15 years, making it one of the oldest and least fuel-efficient among the six major United States carriers.

The company said it still intended to buy these planes, for which it has already secured $13 billion in financing from the plane makers themselves.

The impact of the bankruptcy is likely to be more immediate for some jet leasing companies. In a letter addressed to lessors, American’s treasurer, Beverly K. Goulet, said the airline could not afford to maintain all of its leased aircraft at their current rates and said it had no choice other than to begin canceling contracts on an unspecified number of planes. American leases roughly 29 percent of its fleet, according to data compiled by Ascend, an aviation consultancy based in London.

Although other airlines have improved their finances by taking a trip through bankruptcy court, some analysts were still skeptical about American’s long-term prospects.

“The industry is chronically oversupplied and AMR has no dominance or significant competitive edge in any particular market — we are not convinced that a reinvented, scaled-down iteration will change that,” said Vicki Bryan, an analyst at Gimme Credit.

Article source: http://feeds.nytimes.com/click.phdo?i=36a3aff91655e51e5d0c196efa1d47b0

DealBook: Regulator Raises ‘Serious Concerns’ About Toronto Exchange Deal

The group seeking control of the Toronto Stock Exchange is dominated by large Canadian banks.Norm Betts/Bloomberg NewsThe group seeking control of the Toronto Stock Exchange is dominated by large Canadian banks.

Canada’s competition regulator has “serious concerns” about a plan by 13 financial institutions to purchase the Toronto Stock Exchange’s parent company for 3.8 billion Canadian dollars, the acquirers said on Wednesday.

There was widespread anticipation that the Maple Group’s proposal to buy the TMX Group would run into problems under Canada’s competition laws, which have been recently strengthened. The acquisition group is dominated by three of Canada’s five largest banks and includes several major pension funds and insurance companies. Smaller players in the financial community have been concerned that they will not have equal access to markets if the takeover of the TMX Group is approved.

The Maple Group said Melanie L. Aitken, the commissioner of competition, raised her concerns in a private meeting on Tuesday. While the group said she was still open to talks, her office has been studying the proposal for some time, suggesting that the outstanding problems might be difficult to resolve.

The setback comes almost a year after the TMX Group announced a merger with the London Stock Exchange, which was ultimately shelved in favor of the current deal. The Maple Group was formed in part to provide an alternative that would keep the Toronto Exchange in Canadian hands.

The statement from the Maple Group did not offer any specifics. But smaller financial industry players have raised two broad issues.

Some are concerned about access to the exchange under the Maple Group’s control. If its acquisition is successful, the Toronto Stock Exchange will be combined with the Alpha Group, an alternative trading system controlled by the large banks, and it will handle about 85 percent of Canadian equities trading.

Smaller members of the financial community are also worried that the Maple Group’s plan to also acquire Canadian Depository for Securities, the settlement and clearing service for the Toronto exchange, will push costs higher. At the moment, that service runs on a cost recovery basis. The Maple Group will not commit to keeping its fees as low as possible.

While approval from the Competition Bureau headed by Ms. Aitken is crucial to a successful deal, the transaction must also be approved by four provincial securities regulators. There has been some public opposition to the plan in Quebec.

Article source: http://feeds.nytimes.com/click.phdo?i=57c0a3504a1c8b644d4d57be2129c050

Media Decoder Blog: Berkshire Hathaway Buys Omaha Newspaper

1:06 p.m. | Updated Berkshire Hathaway, Warren Buffett’s Omaha-based business conglomerate, is buying the Omaha World-Herald Company, publisher of Nebraska’s principal daily newspaper, The World-Herald, as well as six other daily papers.

Mr. Buffett, Berkshire’s chairman and chief executive, and Terry Kroeger, the chief executive of the newspaper company, announced the purchase on Wednesday. No terms were disclosed. The deal is expected to be completed by the end of the year, pending approval of the Omaha World-Herald shareholders, including current and retired employees.

Mr. Buffett, who in the past has expressed reservations about the newspaper industry, said The World-Herald “delivers solid profits and is one of the best-run newspapers in America.” He pledged that the paper would continue to have editorial independence despite being owned by a prominent hometown business.

In a statement, Mr. Kroeger said that Mr. Buffett’s offer to purchase the company “presented a unique opportunity to address our long-term capital needs and continue local ownership of the Omaha World-Herald, which is consistent with the legacy left to us by Mr. Kiewit.” Peter Kiewit, the owner of an Omaha-based construction and mining company, purchased the paper in 1962.

After Mr. Kiewit’s death in 1979, 80 percent of the paper became owned by employee shareholders and 20 percent by the Peter Kiewit Foundation. The paper was founded in 1885 by Gilbert Hitchcock.

According to the Audit Bureau of Circulation, the World-Herald has an average weekday circulation of 135,282.

Berkshire Hathaway also owns The Buffalo News, and is the largest shareholder in the Washington Post with about 21 percent of the publicly traded shares. In January, Mr. Buffett left the board of the Washington Post Company.

Article source: http://feeds.nytimes.com/click.phdo?i=1f51eef440b7c8cc6c8454c7d4471f40

Media Decoder Blog: Time Warner Picks New Head for Time Inc. Magazine Unit

11:54 a.m. | Updated Time Warner announced on Wednesday that it had selected the head of a digital advertising firm to run its Time Inc. magazine unit.

The company said that Laura Lang, chief executive of Digitas, would take over the world’s largest magazine company, which publishes 21 titles in the United States, including People, InStyle and Sports Illustrated. Time Inc. had been effectively without leadership for nine months after the troubled departure of its former chief executive, Jack Griffin, who clashed with a decades-old company culture.

For Time Warner, its magazines represent an antiquated business model that the company is trying to reform in the digital era as it continues to place an emphasis on content. Time Warner’s chief executive, Jeffrey L. Bewkes, has said he plans to increasingly digitize magazine brands. Tablet versions of almost all titles will be available to subscribers by the end of the year. Print ads will be incorporated into the tablet versions.

Ms. Lang has headed Digitas, a unit of the advertising giant Publicis, since 2008. Her challenges at Time. Inc. will be considerable. While some titles like People continue to bring in advertisers, others have bled advertising dollars. Some analysts have suggested that Time Warner spin off its magazine unit, though that’s unlikely.

In the quarter that ended in September, revenue at Time Inc. fell 1 percent to $889 million, though John K. Martin, chief financial officer at Time Warner said “the ad market appears to have stabilized.”

Read the Time Warner news release here.

Article source: http://feeds.nytimes.com/click.phdo?i=e436cecbf79eb85e41fb448ffcac36bd

DealBook: In Rajaratnam Hearing, Judges Focus on Flight Risk

Patricia A. Millett, left, Samid Guha and Terence Lynam, lawyers for Raj Rajaratnam, outside a federal court in Lower ManhattanJin Lee/Bloomberg NewsPatricia A. Millett, left, Samid Guha and Terence Lynam, lawyers for Raj Rajaratnam, outside a federal court in Lower Manhattan.

A lawyer for Raj Rajaratnam appeared before a judicial panel in a Lower Manhattan courtroom on Wednesday in a final effort keep her client out of prison while he appealed his conviction on charges of insider trading.

The lawyer came prepared to discuss complex legal concepts related to the Fourth Amendment of the Constitution and Title III of the Federal Wiretap Act. Instead, all the judges wanted to discuss was whether there was a risk that Mr. Rajaratnam, if allowed to remain free on bail, would flee to his native Sri Lanka.

“Wouldn’t he rather be living as a centimillionaire in his own country rather than as a convict in a jail?” Judge Dennis Jacobs asked Patricia A. Millett, the lawyer for Mr. Rajaratnam.

Mr. Rajaratnam, who did not attend the hearing, is set to report to a federal penitentiary in Ayer, Mass., on Monday to begin serving his 11-year sentence. A jury convicted him earlier this year of orchestrating an enormous insider trading conspiracy at his hedge fund, the Galleon Group.

Three judges on the United States Court of Appeals for the Second Circuit are reviewing the trial court judge’s ruling that denied Mr. Rajaratnam bail pending the appeal of his conviction. If the panel rules in his favor, Mr. Rajaratnam will remain free while his case wends its way through the appellate process, which could take as long as a year.

Raj Rajaratnam, the founder of the Galleon Group, was convicted of insider trading earlier this year.Andrew Gombert/European Pressphoto AgencyRaj Rajaratnam, the founder of the Galleon Group, was convicted of insider trading earlier this year.

Mr. Rajaratnam’s central argument is that federal authorities improperly obtained judicial authorization to wiretap his telephone and secretly record conversations between him and his alleged accomplices.

Yet the panel of judges at the appeal surprised both Mr. Rajaratnam’s lawyers and the government by focusing on Mr. Rajaratnam’s risk of flight.

Ms. Millett said that there was no way he would flee to Sri Lanka because he had no reason to go there. She pointed out that all of his family was in the United States and he had an apartment there that was on the market.

“He can’t even get there,” she said. “His passport was surrendered.”

But the panel of judges pressed the issue. Judge Jacobs asked Jonathan Streeter, a federal prosecutor arguing on the government’s behalf, whether he did not focus on flight risk in his papers because “you think it’s a loser.”

“No, we think it’s a winner,” said Mr. Streeter, who added that it was such a winner that the argument could be reduced to a paragraph. Mr. Streeter said that Mr. Rajaratnam had strong ties to Sri Lanka, had shown a disrespect for the law and had the financial wherewithal to flee.

Judge Peter W. Hall asked Mr. Streeter whether it was possible for Mr. Rajaratnam, or any “person with means and ingenuity,” to flee even if he was wearing an ankle bracelet. Mr. Streeter said that there had been hundreds of examples of defendants fleeing the country even under electronic monitoring.

There was some discussion of the validity of the government’s wiretap application, which will form the core of Mr. Rajaratnam’s appeal. The government argued that the appeals court should defer to the trial-court judge, Richard J. Holwell, who concluded that even with errors in the application, the government appropriately obtained wiretap authorization.

Ms. Millett, the lawyer for Mr. Rajaratnam, countered that the government showed reckless disregard for the law in omitting crucial information about its investigation when asking for wiretap approval. As a result, the government should not have been able to use the wiretaps as evidence at trial.

“If there is a failure to do any of the requirements in Title III, it must be suppressed,” Ms. Millett said.

The panel said it was reserving judgment. A decision is expected before the week’s end.

Article source: http://feeds.nytimes.com/click.phdo?i=b3f6636bc4f41bb9cf1e73f17b6016d5

Boeing Reaches Deal With Machinists

WASHINGTON — The machinists union said Wednesday it has reached a tentative deal with Boeing Co. that would settle a heated government labor dispute.

The agreement would secure a new four-year collective bargaining contract between the union and the company nine months before the current contract expires and call for the 737 Max aircraft to be built at union facilities in Renton, Wash.

Tom Wroblewski, president of Machinists Union District 751, said Wednesday that if union members vote to approve the agreement, the union would inform the National Labor Relations Board that it has no further grievances with Boeing.

The NLRB filed a lawsuit earlier this year alleging that Boeing violated labor laws by opening a new production line for its 787 airplane in South Carolina.

Article source: http://www.nytimes.com/2011/12/01/business/boeing-agrees-on-contract-with-machinists.html?partner=rss&emc=rss

Europe Proposes New Conditions on Research and Development

BRUSSELS — The European Commission proposed new rules Wednesday that could make billions of euros of research and development financing conditional on any resulting inventions being marketed in Europe first.

The proposal is part of a broad package of measures aimed at generating jobs and stimulating growth in Europe, and would need to be approved by all 27 E.U. member states and the European Parliament. The conditions could apply to parts of that package of proposed research expenditures, called Horizon 2020, worth €80 billion, or $108 billion, from 2014 to the end of the decade.

The commission, the European Union’s executive branch, could “set additional exploitation conditions in the work program or the grant agreement” in specific cases where there was “very high investment” or where a “strategic interest” of the bloc was involved, Máire Geoghegan-Quinn, the European commissioner for research, said Wednesday.

“This should not be taken as the European Union or the commission putting forward a protectionist policy,” Ms. Geoghegan-Quinn said.

She added that there was “no more open research program in the world” than in Europe.

The commission said its goals were to increase competitiveness, create jobs, attract more top researchers and simplify funding rules to facilitate scientific breakthroughs in areas like health, food security, clean energy and transport, and raw materials for manufacturing.

The additional conditions on commercialization also could help major European manufacturing companies keep production at home.

E.U. officials said the rules were in line with those in many other countries, including the United States, and would apply in only a few cases, like the first commercial applications of a potentially highly lucrative invention or where large numbers of jobs were at stake.

Industry groups including the American Chamber of Commerce to the European Union, TechAmerica and DigitalEurope have expressed concerns about the consequences of any “E.U. first” rules aimed at limiting commercialization of breakthroughs to Europe, saying that such a policy could discourage inventors and hurt the economy.

Representatives of the American Chamber and DigitalEurope said Wednesday that they were studying the proposals and had no immediate comment.

Article source: http://www.nytimes.com/2011/12/01/business/global/europe-proposes-new-conditions-on-research-and-development.html?partner=rss&emc=rss

Scandal at Finmeccanica Revives Questions in Italy

ROME — For weeks now, the influential chairman of Finmeccanica, the state-backed Italian military equipment group, has been resisting calls to resign, even as the company sinks ever deeper into a widening kickbacks scandal and posts disappointing returns.

At least four investigations, at times overlapping, are under way involving Finmeccanica and its subsidiaries, laying bare what prosecutors depict as a system of patronage, slush funds and bribery that has already felled some executives at the group and contributed to a big slide in the company’s shares.

Italian media reports are comparing the cases with the so-called Clean Hands investigation of the 1990s, which uncovered kickbacks at dozens of Italian companies and swept away an entire political class.

The day of reckoning for Pier Francesco Guarguaglini, the chairman and former chief executive, could come Thursday, when the board of directors was to review what it last week cryptically called “delegated powers and granting of powers.”

Last week, Mario Monti, the new Italian prime minister, said he was keeping an eye on the case and expected a “rapid and responsible” solution. On Wednesday, he said his government would respect the board’s “procedures and the eventual deliberations.”

While it is likely that a shakeup of some kind in Finmeccanica’s corporate governance could emerge, the outcome of the meeting is anything but a foregone conclusion, although Italian newspapers have been abuzz about possible successors to Mr. Guarguaglini in recent days.

As evidenced by the tenaciousness of Mr. Monti’s predecessor, Silvio Berlusconi, and other beleaguered public figures, “Italians aren’t used to giving up their seats,” said Luca Giustiniano, an associate professor in management at Luiss University in Rome.

“It’s not in our culture to leave when we’re invited to leave,” he said.

Tension within the company have also been fueled by an open conflict between Mr. Guarguaglini, who was chief executive from 2002 until May, and his successor in the post, Giuseppe Orsi, over their differing visions for the group, which has lost two-thirds of its market value since January.

In many ways, the turbulence that has engulfed the company, Italy’s second-largest industrial group, after Fiat, has laid bare both the dynamic potential of Italian industry as well as the ingrained mechanisms in the national way of doing business that deter such growth.

Under Mr. Guarguaglini, the company became a strong international competitor and nearly doubled its work force to some 71,000 people through a series of at times costly acquisitions.

The group is best known for its still-profitable AgustaWestland helicopter division. Through its Alenia unit it is also a supplier to Boeing for its new Dreamliner passenger aircraft.

In November, Alenia took a write-down of €753 million, or $1 billion, partly because components supplied to Boeing were deemed to be unsatisfactory.

Just Tuesday, its Ansaldo transport units signed a $1.3 billion contract to supply technology and vehicles for a new, driverless subway system for Honolulu.

In 2008 Finmeccanica bought DRS Technologies, a U.S. supplier of military electronic products, for €3.4 billion, a price that some analysts consider too high and that has contributed in no small part to a debt load of €4.7 billion.

Mr. Guarguaglini also attempted to simplify the group and focus on its principal areas. But some analysts say that the strong state presence, with the Finance Ministry owning just over 30 percent of Finmeccanica, prevented broader changes because of the impact they might have on the company’s Italian employees, who account for around 56 percent of its global work force.

Since taking over in May, Mr. Orsi has spearheaded a series of efficiency plans that include selling some €1 billion in assets and nonstrategic operations.

Mr. Giustiniano at Luiss University noted that the company operated in sectors that were especially vulnerable to global factors like the economic downturn. That, he said, partly explained the company’s recent losses, which totaled €324 million in the third quarter.

Article source: http://www.nytimes.com/2011/12/01/business/global/scandal-at-finmeccanica-revives-questions-in-italy.html?partner=rss&emc=rss

Bucks Blog: Wednesday Reading: Tips on Earning and Spending Points

November 30

Wednesday Reading: Tips on Earning and Spending Points

Tips for earning and spending points for travel, Skype can expose your location, how exercise benefits the brain and other consumer focused news from The New York Times.

Article source: http://feeds.nytimes.com/click.phdo?i=90e7d2dc89c43688f31dee6b1aaef393