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August 18, 2006

Appropriate conclusion, Fri., Aug. 18, 2006, 1:25 PM

The world is awash with lawyers, many of them seeking to exploit their knowledge of the law in matters that are financial. At its most extreme, I find this development to be one of the scourges of capital markets.

To wit: the legalized rape of Stelco and theft of wealth from former Stelco shareholders. I won't bore new readers with the details. It's all there in the archives.

The financial world can be assured these lawyers and judges take care of their own. I'll leave it at that for now.

This week comes word that the Stelco judge has already joined the law firm that orchestrated the Stelco re-org process just a couple months ago. To hell with optics when money is involved, eh?



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I wonder how insulted the former Stelco shareholders are that the judge made this decision. Actually, the question they'd like answered is how many millions of Stelco booty was included in the judge's signing bonus.

And I'm wondering what the Stelco Steelworker's Union Local 1005 think of what really went down here in the past 30 months.

In a seemingly unrelated matter (NOT!), today we got word that the Falconbridge CEO Derek Pannell and all the directors (save the one needed to transfer power to Xstrata) have "left the building" " taking multi- multi- millions in stock options.

Like Stelco, that's another Brascan/Brookfield deal you know.

And these people certainly know how to BAM the market once they have made a strategic decision. Just like Brascan parachuted the CEO into Stelco a couple weeks before re-organizing it in a manner that just somehow (surprise, surprise!) ended to the great benefit of Brascan/Brookfield (BAM), Derek Pannell was made CEO at Falconbridge a couple weeks before his real bosses sold their stake to Xstrata, and then played their Hand (no pun intended, but amusing nonetheless) in a stalking horse Falco-Inco deal that likely made them much more than the tens of millions that Mr. Pannell is reported to have made.

The mining and steel businesses are interesting ones in that these companies used to be run by miners and steelmakers. Then in the 1980's they began to fall under control of the accountants for the gnomes. Now it is the lawyers for the gnomes that hold the power.

I think the world has tipped the scale far too far toward those who are experts in the law and accounting and too far away from those who create wealth. But when hard-earned wealth can be ripped off so easily by legal and accounting charades, what else can the public expect?

A year ago, I was discussing how far this issue has pervaded our culture. I noted how many lawyers were coaches and managers of NHL hockey teams. Hockey for Pete's sake. You'd think that hockey would be run by hockey people, not lawyers, but it ain't so.

And politics. How can the public ever get a fair shake when it is the lawyers making the laws?

A couple years ago, when discussing a legislative matter, Canada's Prime Minister Jean Chretien became exasperated, and uttered the statement: "Don't ask me; I'm not a lawyer!" But the man is a lawyer. And most of these politicians are.

Maybe that's a reason why finance and capital markets have been going awry. I can tell you that during my career when closing deals, I met very few lawyers " there were some but not many " who understood the business aspects of deal.

And in a lifetime of noodling over this issue, I have to say that there were very few lawyers who were successful entrepreneurs that took the seed of an idea and made a tree out of it.

No, but I saw many who participated in these deals who took an inordinate piece for themselves -- and not just in professional fees.

I recall back in the 60's and 70's how the Japanese auto executives would say that they held a great advantage over their peers in America, which was that lawyers were taking control of American management and that everybody was suing everybody.

Do you think maybe they were onto something?

I'd like to hear the views of lawyers (and others) on this. I figure maybe 98-pct of lawyers are in neighborhood practice, or real estate, or teaching, etc, so I'm certainly not saying anything that ought to offend you. I'm just wondering if you are like medical doctors who look askance at peers who become players in the money game.

And, the truth be known, it was not for my lack of trying that my daughter did not pursue a career in corporate finance law. :-)


Posted by Posted by Bill Cara on August 18, 2006 01:25:52 PM | Category: Canada , Community Chat

Discourse

What does USWA Local 1005 think, well i know what they thought. As a proud member of 1005 for nearly 30 years i have expierienced first hand the mismanagement of a once strong and powerful steel company, the rape and pillage that has occurred not only over the last five years but actually since the beginning in the early 80s when the accountants took over and failed to realize the importantance of moderization and were focused on the next quarter, yes, thats when the steel men were disappearing and the suits took over. Throughout the whole fiasco over restructuring the whole effort was lead and supported by the veteran and retired workforce, the people who knew and understood the corporate culture, the people who had invested their hard earned money in the company and were watching it disapear before their very eyes, family members of mine included. It was a situation that disgusted the commmunity as a whole, a community that feels betrayed by our national government, the SEC and last but not least, the courts, the very place that we expect to see JUSTICE. It was during the early 80s that area managers were allowed to run the show in their area with little or no accountability to the top, the favouritism, the payoffs that were demanded by these men of the contractors in order to secure work in the plant regardless of quality, one prime example is the now sold off plate mill project where multimillions were spent by area managers and they never did get it going right, then dismantled it and sold it off to India just when the market for plate went great guns, Algoma is making mega bucks off of it, and no one at the top even questioned it, of course some of those hands were certainly greased. Throughout this whole process, lead by Rolf Gerstenberger, who by the way did and is doing a great job, we were very fortunate to not have given back a thing to the company, something that to my knowledge has never before occurred during a restructering process. The USWA, at least the older members are and were pissed and still do not trust this company or the new managers and owners, we know how this whole scenario is to be played out, the place, Hamilton Steel, formerly Hilton Works will ultimately be shut down and the crown jewel, Lake Erie works will be sold off for a nice profit. Yes, this is what we as a group once thought, but boy do times change and in a hurry. Senior members are retiring in droves, a nice 20 k incentive was dangled to take the pension, new and younger men and ladies hired to take their place, they all love the money, we have many who make over 100 k a year, yea, thats right 100 k, i make damn near 70 with no overtime. As Mark M has stated, i can make money other places, by the way, where have you been lately, miss your informative posts. A new carrot has been dangled over the workforces head in the form of a new bonus, one that pays even when the company loses money and is promising bigger and better things, the potential to add 10 to 20 k a year. To no ones surprise, at least not mine, the talk has shifted from the health of the company to how much one can earn, we as a Local are losing focus, and this is dangerous. The new owners have made it quite clear that this business is for sale, and when this occurs the time of reconing will have arrived, hope i spelled that right. When the next owners appear i suspect the tragic end to appear, but the current owners are smart, keep the workforce happy for now, they are also very secerative, they dont give away any position and its hard to come across anything to support my views, this was always the easy part with the old company. I guess that in this age of business all this should be of no surprise to me, money cures all mentality.

Posted by: tgifbipo [TypeKey Profile Page] at August 18, 2006 5:06 PM [link]

Bill,
When lawyers held the love-in for James Farley last spring when he announced his pending retirement I commented on your blog that he would likely surface within a few months in a consultancy or executive position with the Brascan Boys who now do their skullduggery under the name Brookfield Asset Management. I suppose when you hold all the cards, why settle for joining BAM? You can join Stelco's lawyers and replicate the rip-offs many times over, getting a bigger slice of the pie than the taxable salary and performance bonuses that he might extract from BAM? This man is a total disgrace to the legal profession and Ontario Ministry of Justice, but when the fish is rotten at the head nothing should suprise us. The walls of justice and Canadian capital markets are crumbling.....Is anyone listening?

Posted by: TerryC [TypeKey Profile Page] at August 18, 2006 5:35 PM [link]

To TerryC, We both must have had our crystal ball working. Today's major front page news in Canada's biggest newspaper attacks the slime and corruption in the country's so-called "halls of justice". Read on.

http://www.thestar.com/NASApp/cs/ContentServer?pagename=thestar/Layout/Article_Type1&c=Article&cid=1155937811256&call_pageid=968332188492&col=968793972154

http://www.thestar.com/NASApp/cs/ContentServer?pagename=thestar/Layout/Article_Type1&call_pageid=971358637177&c=Article&cid=1155937811224

http://www.thestar.com/NASApp/cs/ContentServer?pagename=thestar/Layout/Article_Type1&c=Article&pubid=968163964505&cid=1155937811077&col=968705899037&call_page=TS_News&call_pageid=968332188492&call_pagepath=News/News

http://www.thestar.com/NASApp/cs/ContentServer?pagename=thestar/Layout/Article_Type1&c=Article&cid=1155982179463&call_pageid=1144159007037

That's just the tip of the iceberg, and those people in authority know it.

How else can one explain the shenanigans at Stelco? It wasn't the fault of the non-executive employees, or the shareholders, bondholders, creditors, local community or government that destroyed this once great company. It wasn't even the steel market or the lack of corporate sales or profits.

Think about what happened here. Some bad people ripped the heart out of this major company and its stakeholders. And these people have walked away with their tens of millions each and their reputations intact -- all because they have a club that protects its own.

Why people here point their accusing finger at Russia or China is beyond me. We have bigger slimeballs in our own backyard -- wearing cloaks and holding authority over us, nonetheless.

These are not isolated cases. It's why I write about capital markets AND SOCIAL EQUITY.


To tgifbipo, I think all readers can hear you.

Isn't it disgraceful how so-called capitalists can bribe and cheat their way into your life? True capitalists create wealth, and we all benefit.

It always starts the same way with the bad actors: You have the money and they the experience. Then after the big kafuffle (ie, mass confusion of slapstick variety), they end up with the money and you the experience.

When does society learn from these repeated rapes that there are bad people in our midst who don't care about their destructive impact on society, but only about enriching themselves in the process?

I hope your steelworkers' union local 1005 remains a strong one. But I think you are going to need help.

I think you, the judge, the bad actors, all knew all along what this was all about. It's a shameful thing what this judge did. But as long as he's not on the front page of today's Star, like his "friends", he can smile.

Some day, however, I believe things will even out.

Posted by: Bill Cara [TypeKey Profile Page] at August 19, 2006 9:51 AM [link]

I posted a while back what I thought about this whole thing and now it looks like the government and big business are quietly "sneaking" their way to an American style Chapter 11 set of laws.
If we're ever going to create a true "strategic" trade alliance with the States,we need their style of laws[we don't *quite* have that yet,as I understand it].
At least that's what the boys up top would seem to think.
The sad part is,they're doing it and all I'm seeing and hearing is a lot of moaning and complaining by the people who got screwed.
The leadership in this country[business and gov't] is rotten to the core.
They're all led by a bunch of crooked lawyers and accountants under the guise of "social re-engineering".
Think the public will support people like us?
Not likely.
They've been looking for our money for so long["social programs"],they'd love to see us fall.
They seem to think that more money will be available for their "programs" when corporations and the government control the lion's share.
They're dead wrong.
It's joe average who pays the taxes[so companies won't have to].
The problem is that companies don't pay regardless,so if the workers are paying,that's money out of the corporate coffers.
Think I'm wrong?
Look at the GST and what it replaced.
I'm diverging here,but it all fits together as part of the big social re-engineering picture.

Posted by: Disgusted [TypeKey Profile Page] at September 4, 2006 1:25 PM [link]