March 18, 2009
AIG: It Gets Worse
The scramble of politicians in response to populist outrage over the AIG bonuses gives one a sense of what it was like on the Titanic when it startedd to started to go down. Hostile folks are milling outside the AIG building looking at armed guards, AIG personal are resigning and not coming to work, and AIG and politician e-mail boxes are overflowing with venom. Politicians and pundits are panicked and saying very, very silly things: AIG employees should commit sucide; the government should tax 100% of the bonuses; the government as shareholder should claw back the bonuses. Traditional corporate law has answers: The CEO of AIG< Liddy, can break the contracts, wait for lawsuits, if any, make his defenses on the circumstances of the individual contracts, and settle those suits that have merit. If Liddy does not do so he (and the board of directors) can be sued by shareholders (for waste or breach of fiduciary duty) or removed by shareholders (or both). The government's AIG shares are owned by a trust with trustee appointed by Geithner. If they refuse to act the government has to sue or remove them (from breach of a trustees duty to a beneficiary or for a breach of the trust agreement). If Liddy's defense is that Geithner passed on the contracts and ratified them (as a representative of a controlling shareholder) then Giethner should be removed by our political process. The President should fire him and if the President does not he should be accountable at the next election. It is not complicated.
The contractual defenses are an array of traditional long-shot defenses--duress, fraud, unconscionability, impracticality, force majeur -- to set aside the deal and contract interpretation doctrines to recall payments that are not owed due to unsatisfied conditions or other terms. The "sanctity of contracts" worry of Sorkin of the New York Times is a laugher. Where was he when high paid ball players refuse to show up to work unless contract terms in place on salary where not increased due to a good past season?? Contracts are enforced by reputation and by law. AIG is not worried about its reputation any more; it has none -- good business still are and still will be if AIG breaches. In court AIG has defenses and will settle based on the costs to plaintiffs of suing and the likely of AIG prevailing on a long-shot defense -- normal stuff. Contracts, Mr. Sorkin, will survive just fine thank you.
March 18, 2009 | Permalink
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People threatening AIG employees must remember. This is an insurance company. If employees start dying or getting hurt, the company will have to pay out on the life and health insurance. Damaging the employee's property is also a bad thing. To save an insurance company people need to stop getting in accidents and stop being sick. My AIG recovery plan: take vitamin C, don't drive, and protect your property.
Posted by: joscochr | Mar 18, 2009 7:24:50 AM