E-Book Overview
Same uploader added to LibGen four very short documents concerned with Morgan Stanley internal issues and court responsibilities. This one, which can be read by zooming up this page son as to increase the image at left, is likewise utterly foreign to this book library and might eventually occasion further problems in law.
E-Book Content
December 1, 2016 to: Leo Hindery, Jr. 188 East 78th Street New York, NY 10075-0533 cc: Gregg Vignos, Esq. California Bar #100423, Admitted on December 01, 1981 631 Greystone Terrace Orinda, CA 94563 cc: Mark Coleman, Esq. California Bar #111061, Admitted on December 12, 1983 212 East 57th Street, Apt 11A New York, NY 10022 subject: Morgan Stanley, Chair/CEO separation RESOLVED: Stockholders of Morgan Stanley (the "Corporation") request that the Board of Directors implement a structural reorganization of the Board of Directors, separating the roles of Chair and CEO. The Chair of the Board of Directors shall not be an officer of the Corporation; the Chair of the Board of Directors shall be an independent director who has not previously served as an executive officer of the Corporation. Further, the appointment of the Chair of the Board of Directors shall be confirmed by an affirmative vote of a majority of the outstanding capital stock. Background 'Is a company a sandbox for the CEO, or is the CEO an employee? If he's an employee, he needs a boss, and that boss is the Board. The Chairman runs the Board. How can the CEO be his own boss?' ~Andy Grove, Intel Corporation Currently, James Gorman is the Chairman and CEO of Morgan Stanley; as an entrenching mechanism, this dual role constitutes a conflict of interest. • The CEO is an employee who manages the day-to-day operations of the Corporation. • The Chair manages the Board of Directors; the Board of Directors provides oversight of management. The roles of Chair and CEO should be separated, and the appointment of the Chair of the Board of Directors should be confirmed by an affirmative vote of a majority of the outstanding capital stock. Financial and operational performance are positively correlated with (i) management accountability and (ii) a system of checks and balances. In order to improve management accountability, Morgan Stanley should appoint a new CEO. In order to improve the system of checks and balances, Morgan Stanley should implement a separation of powers, separating of roles of Chair and CEO in the Amended and Restated Bylaws of Morgan Stanley. "Global Crossing CEO Leo Hindery says, '[Bernie] Ebbers is a rock & roll star. Now telecom is like the entertainment business, where you know the CEOs just by their first names.'" HINDERY: GLOBAL CROSSING STIFFED ME ON RENT, PAY Leo Hindery says he still has a gripe with his old company, Global Crossing – that it owes him rent for his Waldorf-Astoria apartment and a year’s back pay. Hindery headed the telecommunications company for two years, up to its peak in 2000 and left before it collapsed into bankruptcy. His lawyers put in a claim on Friday to bankruptcy court here, where Global Crossing faces more than $12.4 billion in claims. Among the bills owed are Hindery’s rent tab for a $22,000-a-month studio apartment in the luxurious Waldorf Towers, and $708,333.39 in back pay. Hindery resigned as Global Crossing CEO in 2000. Hindery, whose primary home is in California, kept a company pad here at the Waldorf. He paid the rent himself for five months, totaling $113,381, and put in for expenses that were never paid. When Hindery stepped down, he had agreed to be available to consult with the new CEO for a transition, and in exchange, Global Crossing agreed it would continue to pay for the luxurious 29th-floor Park Avenue apartment thr