Ron Grover at Business Week reports that Al Gore’s latest business deal doesn’t smell right:
Something about this deal just doesn’t sit right with me. Gore isn’t just taking piles of cash. According to the filing Gore, who is listed as executive chairman, and his CEO partner, lawyer-turned-entrepreneur Joel Hyatt, each loaned the company $1 million to get it started. They’ll get that back in the IPO. But the two guys also collect hefty salaries for a company that hasn’t shown a profit in three years—taking down $491,677 apiece last year in cash, plus bonuses of $550,000 each for, in Gore’s case, helping get the company new affiliate agreements, broadening exiting agreements, and putting together a management team. The two currently receive $600,000 a year in salary and are eligible for additional bonuses, according to the IPO filing.
By comparison, at the time of the Google IPO in 2004, its two founders were each taking home a total of $356,556 in salary and bonuses, while sitting on top of a company that had earned nearly $106 million the year before.
Outsize Shareholder Clout
What really sticks out to me, however, is that Gore and Hyatt, who started the company in 2002 (and jump-started it with a broken-down Newsworld International channel they bought for $70.9 million) will have the kind of hammer-lock control over the company decried by shareholder rights activists and many of the same unions that supported Gore for years. According to the filing, once the dust has settled Gore and Hyatt will control all of the company’s Class B shares, which give them 10 votes for every vote a common shareholder gets with a Class A share.
The company hasn’t said how many shares it will issue, so there is no way of knowing just how much control Gore and Hyatt will exercise. But the Google founders, who also control their company’s Class B shares, hold nearly 56% voting control of the company (of course, far as I know, they never ran for public office).
CurrentTV executives say they can’t comment during the IPO quiet period. But a source with knowledge of what the board was thinking says that it gave Gore and Hyatt B shares to maintain the channel’s editorial integrity and vision, and for advertisers to be sure of its future direction. The board, according to this source, believes Current TV isn’t a typical media company in that it has a mission to make sure young people can share their views. Other media companies, including the New York Times Co. (NYT) and Dow Jones (NWS), have issued B shares so that their founders could maintain their editorial voice as well. (The New York Times is now facing a proxy battle with its largest shareholder to elect its own shareholders in a battle of wills with the B shareholders.)
Sorry, but I don’t buy the rationale for this preferential treatment. This Class B share stuff just stinks, especially for a man of the people like Al Gore. “That’s hardly democratic—with a large D or a small d,” agrees University of Delaware corporate governance expert Charles Elson. “The irony is that this is coming from a Democratic leader.”