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My wife invests her money in stocks she likes. She liked Apple products long ago and insisted, against my and our financial friends’ protests, on buying their stock in the $30 range when no one wanted it. Had I taken all of our money and done that… well we didn’t. Then she insisted on buying the stock where her brother works, Honeywell in the $50 (it is now over $80). And where her sister worked, J.C. Penney,  which is one of her only stock dogs, dropping from over $40 per share to the teens.

In the mail last week, we received a very official, class action looking lawsuit form against J.C. Penney and all their Board of Directors. For once I read this document. Only retired, former CFOs would ever do such a silly, time wasting thing.

Here is what this Proposed Settlement of Derivative Action notice seemed to say:

-someone named Everett Ozeene (now deceased) sued the company and all the Directors individually because of how they paid certain Executive Termination Pay. No mention of to who or how much, which is the more fun part I would have enjoyed reading.

-the notice then said this was not a Class Action suit on behalf of all Penny’s shareholders and that no shareholder would get any money! Now I am very curious. Why are we doing all this?

-it was then explained that J.C. Penney agreed that they had done something wrong involving Executive Termination Pay and that their Board of Directors’  Compensation Committee would do a better job on this for the next four years. Some detail was provided like making clear and in simple English these Termination agreements in future SEC filings. (Good luck on the simple, clear English part.) The Compensation Committee would meet four times a year and discuss all these matters with the full Board of Directors, etc. (If they had not done most of the things in the notice, they should get fired and sued for real.)

-I am still reading and re-reading because I don’t get what this is about… until the last section of the notice that states that the Lawyers who helped Mr. Ozeene bring this critical matter to everyones attention will receive $5,000,000 for their help and trouble. As often, I am shocked and disgusted, even though by this point of my business life, I have seen and heard this story too many times.

So poor J.C. Penney,  whose stock price has fallen dramatically in the last two years, pays $5 million to make this lawsuit of questionable value or merit go away. Why do companies and their Boards agree to pay off lawyers? Because they are afraid. Afraid of litigation in general.  Afraid of  having their Senior Officers having to testify. Afraid of having their precious Directors being personally suit and having to testify.

But mostly large,  public companies like J.C. Penney are afraid of looking stupid in a trial and having it published in all the financial media and on CNN.

As everyone knows, there is no room for fear in life or in business. We discuss this a lot in my book, The Business Zoo.

We have written before about the endless Class Action suits involving asbestos where whole industry segments have gone into bankruptcy. Or about the injustice to a fine old firm like Dow Chemical involving faulty implants that really were not faulty. I hope someday the public in general will help our state and federal representatives do a better job of rewarding those who are rightfully damaged versus a part of the legal profession who are so often wrongfully rewarded. Let’s all try to be a little more brave about doing the right thing.

Note to self: listen to wife more as she suggested we should have sold Penny when her sister retired earlier this year!

“80% of hospitals embrace electronic records” USA Today 7/17/13.

These articles I find interesting, misleading and scary. When you read this you can hear our President or members of his staff talking about how shortly all our medical records will be electronic and transferable, everywhere and at any time.  This is a good concept and worthy of exploring since it could speed up care and reduce errors or excessive tests. Having been in charge of several large computer conversion programs and having managed large staffs of computer experts,  I will tell you this is not going to happen in most of our lifetimes!

The article, to be fair, says that hospitals “embrace” the concept of electronic records and have started to computerize  their records. The federal government has provided over 300,000 health care organizations with over $15 billion to help make this happen. Sounds like a lot of money but it is not. A simple average is $50,000 per health care provider. In the world of computer systems projects, this is literally a spit in the old medical bucket.

At both of the large public companies where I was the CFO, we undertook huge computer hardware and software projects. At USG Corporation, we installed, with the help of the consulting firm Accenture,  a new centralized, customer order entry system. This involved combining over 20 existing order centers, which used similar manual and computerized procedures, into one, brand new, custom designed software system. This took about a year, involved several hundred part and full time people and cost tens of millions of dollars (today it could run $100 million.) That was one system conversion for one company.

But the medical world is, in many ways, much more complex. As an older guy, I get to visit several doctors at my large, Chicago hospital. My internist and one other separate specialist, are in private practice and are not part of the hospital. Each of these firms have their own, unique computer systems. These independent medical providers do not want to use the hospital’s system or share their confidential patient records. Another specialist is part of the hospital and uses their system. I have a separate account with each doctor and several sets of separate records. When I occasionally get a test done in Florida and want it sent to Chicago, it is usually faxed as the medical world has been very slow to adopt email.

The world of medicine consists of many separate providers. Some are parts of hospital groups but most are not. When I chat with the staff in any of my doctors’ offices and ask them about centralized, transferable medical records they politely smile and would tell you that do not know how or when it will ever happen.

I know that business people are not very popular in Washington these days, but we could use some people who have actually done something along these lines if we are ever to hope to create one system of electronic medical records. The other interesting quote in this article was that today over 190 million prescriptions are filled electronically. Do you think it was because all the doctors wanted to quit scribbling these things out? No, it is because the major insurance providers like Aetna and Caremark created o- line systems that doctors could use. Those companies are not part of the federal government. Innovation in the medical world of electronic records will not come from our government doling out subsidies to every health care firm, it will come from those dreadful business firms who approach this as a business opportunity first and make it worthwhile and profitable for the medical world to follow.

Systems and procedures are a fascinating subject that we will cover more in my book, The Business Zoo!

Disclosure: I own a very modest amount of the stock of Office Depot. I brought it because the people who work in the Chicago and Florida stores we frequent are so helpful and polite (and thus well managed). They even talked me into their frequent buyer program and each year I get about $20, which is enough for a modest bottle of wine.

Because of my vast ownership, I and thousands of others, received the Joint Proxy Statement to announce their merger and to get my vote. The second line on the cover announces that this is “A Merger Of Equals”.

So, I naturally found this lead-in fascinating enough to actually read much of the important parts of the 250plus page Proxy. In the finer print, you find some interesting details: 1. Office Depot shareholders will get 55% ownership to 45% for Office Max, very interesting.  2. Office Max legally will become a subsidiary of Office Depot, also interesting. 3. For tax purposes, they hope to qualify the merger as a tax-free reorganization which makes sense. 4. For accounting purposes, this will be an acquisition by Office Depot of Office Max, those pesky accountants just don’t like equals! 5. The new Board will have equal representatives from both and will elect a new Chairman,  senior team, and headquarter location. That meeting would be fun to listen in on.

I am very sorry to tell the fine employees of both firms, but there are “No Mergers of Equals!” The banking world loves this phrase and uses it constantly. It sounds friendly and cooperative and even nice. But if you look at the history of bank mergers, someone always brought someone, period. Modern day JP Morgan/Chase goes back to Chemical Bank buying half their New York competitors. Most of the deals were called mergers of equals. But the old Chemical Bankers always came out on top. And within three to five years, two thirds of the other bank’s senior people were gone, “to pursue other interests”. Yes, Jamie Dimon, a non Chemical banker,  is now Chairman, but that is another story.

The reason most mergers can not be mergers of equals is that people in the same industry, whether it’s banking or office supplies, hate their main competitors at worst, and distrust and dislike them at best. Even in the same industry, the culture and leadership style of each firm is always unique and never easy to blend. That is the nature of companies and the people who run them. It is a dog-eat-dog world out there and in my forthcoming book, The Business Zoo. Deal with it.

Who will come out as the real buyer and winner of this deal? I don’t know but I am rooting for my Office Depot team!

Note to self: send in that Proxy, my shares may turn the tide!

Two separate, but somehow linked recent events reminded me of how our current, improving financial times are merely part of a never ending cycle. The mortgage crisis led to tight or non-existent bank credit to atone for our too free, lending years. Now the stock market, and even housing, seem to signal a return to a better economy just ahead. Which brings me to:

“Debt Makes Comeback in Buyouts” Wall St. Journal 6/13/13

You may have not noticed or paid much attention to this one. A software developer, no one ever heard of,  is being taken private by Bain Capital and another firm. The purchase price is almost $7 billion consisting of $1.25 billion of cash and the remainder in debt. This is less than 20% cash and far less than the 40% cash that lenders required only a year ago. In fact, to find this low level of cash in a deal like this, you would have to go back to 2007-8 before the financial crisis. Now Bain Capital and other large private equity funds often get treated much better than the average corporation or individual, but this is still a major swing in lending standards in a short time. I hope that deal works better than my sister Sally’s favorite example of H-P buying the UK software firm, Autonomy, for some $15 billion and then writing off most of their purchase price as a loss!

“Regulators Review Lending Standards” Wall St. Journal 6/13/13

This separate article stated that Banks have finally loosened their lending standards, as the economy is slowly improving. More than half the banks surveyed said they have eased the loan covenants or loan tests that borrowers must comply with, such as the ratio of interest costs to earnings. Again, in a recovering economy, you expect this to occur. But besides easier loan tests, banks have increased the terms of loan agreements while lending to many companies at all-time-low rates. The combination of these factors, if there is another economic slowdown, not even a recession, could be very problematic. And you thought we solved all the banks’ problems the last time?

I mentioned a cycle at the beginning. An old boss of mine, Tony, used to say that cycles swing back and forth like a pendulum. Bank lending goes in a cycle just like the economy and just like everything else. And even though only large private equity firms or large corporations are currently benefitting from this easier credit trend, you can bet it will soon be credit card issuers and even mortgage lenders before too long. And then somewhere down the road, there will be another financial crisis and everyone will demand that our government solve their problem. Again. Good luck with that!

The Wall Street Journal ran an article recently on what firms are looking for in hiring their Chief Financial Officers or CFOs. The article was called “New Job, New Steppingstones”. The point was that as company CFOs’ roles become more strategic some of the traditional skills, or jobs they would take along the way become less important.

Having been a CFO for a mid-sized private firm and two large public firms, I viewed this with interest. Since, as you have learned by now if you follow this blog, I have strong opinions on a Lot of subjects, what qualifications a CFO should possess could be a hot button for me!

The article, with some well thought of recruiters and experts’ comments, made a number of valid and thoughtful suggestions that I even Agreed with. Today’s CFO better have a Strategic and Deal background since that is a huge amount of what he or she will encounter. It is also true, as we have written earlier, that a CFO (and every other senior person) needs to have an International state of mind to participate in this global business world. A new skill the article listed was the ability to “mine big data”. This used to be part of Systems or the Chief Information Officer’s role but now it is a critical part of everyone’s job and may require a bit of a statistics background.

The one thing the article touched on that I Disagreed with was that the traditional accounting or CPA background is often being moved back on the required list for CFO candidates. There has been a movement over the years to downplay the accounting or Controller’s role in lieu of the Treasury function. Accounting can sound boring versus doing some common stock offering or a debt financing Treasury deal. And, now, the article implies using your Strategy or Corporate Development background to do some big Merger or Alliance may be the next new trend.

I have problems with this on several fronts. First, the title CFO contains the word financial. So if you are a CFO or a candidate to be one, you better understand financial concepts and principles. This is understanding accounting, period.

Second, I believe some firms, like Enron, got partially into their troubles become their senior financial people were primarily Treasury or Deal people and did not fully understand some basic accounting concepts. Like what you ask?  The last firm where I was the CFO almost did a deal with Enron. My company had large chemical plants. My company also always needed more cash. Enron came to us and proposed to lend us millions, secured by the future cash flow of one of these chemical plants. In a meeting, I stated that sounded fine but our existing bank arrangements limited how much debt we could have on our balance sheet. Enron said, no problem, the debt for this deal would not be on our books. I, almost jokingly said, oh, it will be on your books then. They said no, not on either of our balance sheets. Rather the debt would be on a “special purpose entity” we would create. Well we never did that deal, although they gave us all very expensive Enron pens. (Note to self: See if the Enron pen can sell on Ebay!)

Third, I strongly believe that any CFO should be able to understand and discuss very complicated accounting concepts with their staff. I was always pleased that some of the people who worked for me, whether a Controller or an Assistant Controller could come and discuss some new accounting rule with me and get my input on it and its impact on on financial position. Nowadays everyone love buying their competitors and often at huge premiums. So the accounting world created a test to see if you could actually earn back the price you paid over a period of time. And if not you have what is called an “impaired asset” that you must record as a loss on your books. The rules for these tests are complicated and involve a lot of theoretical assumptions. I could work through it with my staff but I wonder how someone without much accounting background ever could.

So, before our Human Resource buddies latch onto to these new qualifications for Senior Financial people we better make sure we understand all the issues!

“The cowards never start and the weak die along the way!”

Kit Carson said this. Unless you are a history buff or watch very old Western shows, you might ask who is Kit Carson? He is one of our country’s most famous frontiersmen. True, Walt Disney did not make movies about him like he did about Daniel Boone and Davy Crockett. But any study of the American West, and the movement West, would likely include Mr. Carson. He was a fur trapper and scout for the Army. He led wagon trains on the Santa Fe Trail. He fought Indians and became an Indian agent. He married three times and lived to the ripe old age of 60. He was a hero, a legend and also a Leader. So what did Kit mean here?

Let’s break his brief statement down a little:

-Cowards never start. This occurs every day. You must take a chance and some risk to succeed. I would not be as harsh as to say “cowards”, but we all know people, especially in large organizations, who become afraid to act. In Kit’s ever changing world, you had to keep moving or you were dead.

-The weak die along the way. Obviously, you might see this on a wagon train out West. But it also occurs in companies and other groups. You can be weak in many ways, in your personal conviction about something, or in your own values. Perhaps the worst for any Leader is to be weak, uncertain, or inconsistent in their decisions. Others will see it, and career-wise, at least, you will die along the way.

Now Leadership is the subject of scores of management books. But often when you cut through it all, it can be simple enough to put in a single line that bears repeating, Cowards never start and the Weak die along the way; Thanks Kit.

In my forthcoming book, The Business Zoo, we will look at Leadership and its flip side, Culture, from a number of different views. Sometimes a little historical perspective can help.

Howard Hughes is probably one of the most iconic figures of last 100 years and that was true even before Leonardo DiCaprio played him in The Aviator. He was a Hollywood socialite and producer. He dated and married some of the most famous women of his day. He created Hughes Aircraft and was one of our country’s first billionaires when that was a lot of money.

One of the oldest sources I used for my Business Zoo book was a Times Magazine article from April 19,1976, listing Howard Hughes’ Four Principles for Success. Here they are with my comments about them:

  1. Never make a Decision. Let someone else make it. If it turns out wrong, you can disclaim it. If it’s the right one, you can abide by it. Comment: This definitely ties in with a concept I write about involving lazy bosses and passing blame downhill. I do not endorse this principle as Leaders should actually Lead.
  2. Always postpone a Deadline-for a week, a day or even an hour. Who knows what can change in your favor if you have patience and wait. Comment: I have grown to like this one more and more. Too often, we make decisions in the heat of the moment such as when we reply instantly to a difficult email or voice message. Instead, wait and think about it. You may be glad you did.
  3. Divide and conquer both your foes and friends. Play everyone against each other so you have more avenues of action open. Comment: I do not like this one at all. The concept goes back to the Italian, Machiavelli, in his book The Prince. Or our modern equivalent, The Godfather movies: Keep your friends close and your enemies closer. Many people have trouble deciding who their friends and enemies are. If you trust no one, it is almost impossible to get ahead and if you do, success has little meaning since you can’t share it.
  4. Every man has his price. The only problem is finding out what that price is. Sadly, in a long career, you see a lot of this actually occurring. Unfortunately, many people will trade their self respect or another’s trust to benefit themselves and sometimes believe it does not reflect  personally on them. In the end, it always does.

So why list these principles if I don’t like them? Not everyone shares the same values, and Leadership standards have changed over time. The 1960‘s characters in TV’s Mad Men often behave badly. Today, we talk of consensus building in Leaders, but we still have CEOs as paranoid as old Howard Hughes. People need to develop consistent values and a style that works for them.

Leadership is a major topic in The Business Zoo and in the world in general. And it is not easy to achieve.

My wife says I often tell new people we meet several things about myself. High on the list are: I was an accountant and my father owned a camera shop. I often say the latter, when friends, or strangers on the streets of Chicago, ask if we would take their picture. Like Eastman Kodak, the former corporate giant, my photographic knowledge and skills are all out of date. Cameras are now phones (we do have iPhones) and taking pictures and viewing them now has very little to do with what I learned in my father’s store.

So why write about a fallen corporate giant like Kodak? In part, because I knew and lived the story. And in larger part, because it can serve as a warning to today’s corporate giants just how fast and far you can fall. Eastman Kodak, like IBM, Apple, and Facebook, invented a whole industry: getting people to take and print pictures. And like these other modern giants, at one time, Kodak had a dominant market share, increasing sales, profits, and even a lot of cash.

When we owned the camera shop, we sold Kodak film, Kodak film processing chemicals and paper, Kodak darkroom equipment, Kodak prints and slides and of course, Kodak cameras. They did it all. Now they do almost nothing. Their stock once sold for $50; now, 15cents.

So what happened? Just about everything went wrong. Just as Sears ignored Walmart, Kodak’s Leaders and Culture dismissed the emergence of both Japanese cameras and Fuji film. As the world was experimenting with digital photography, they kept churning out their films and processing until no one was buying it. Their printing business, once legendary, was recently sold for peanuts to Shutterbug; another entity Kodak ignored!  Kodak also had thousands of patents on everything from photography to imaging to printing to whatever. They never tried to really license or sell these until it was too late.

Articles and probably books, can be written about what went wrong. But it gets down to a giant corporation with one main business whose Culture and Leadership seemed content to milk that business till the end. They went bankrupt and were forced to dispose of every asset they had. In the end, even their name, like Polaroid, will be sold. But don’t get me started on another innovative photography giant that disappeared.

Now, you may be thinking, well, that was Kodak. It could never happen to Apple or Facebook, they are unique and special. So was Eastman Kodak in the days of my father’s shop and even into the year 2000 when their stock was still $50. But when giant firms fall, they fall fast. Even the Wall Street Wizards can not predict the timing or the bottom.

Culture and Leadership are the key factors in any organization. They are often called the flip side of each other. In my book, The Business Zoo, we end with this critical subject that in some ways, ties everything together. They also drives firms to great success or to their untimely end.

And if you work in an organization that dominants its industry and has only one, main successful business, you better do a better job  managing your business and planning your future than some of these fallen giants of industry.

A friend who read some of my Blogs told me that they would certainly appeal to people in large, public firms. After thanking him, I realized I had not been including as many of the stories, found in my book, about private firms. In fact, a unique thing about my background, and the book, is that in many Chapters, I compare and contrast what private companies versus public firms do on subjects like this one-Incentives.

You see, smaller private firms can be more ingenious and expansive in their reward choices and eligibility to receive them then larger, public firms. Part of this is due to their smaller size, but part is due to a lack of standardization enforced by those famous Human Resource types.

Whether good or bad, Incentives and Rewards, like everything, reflect the culture of a company and its leadership style. At my private company, Donn Corporation, many of its unique rewards where invented by its founder, Don Brown, who understood human nature and what motivates people more than most. So what Donn did was, at times, brilliant and ahead of its time, and at times, … well let’s look at a couple and you decide.

$1 Bills:

Each January, Donn had an Annual Review for all its workers. A unique feature, at the time, was to list and manually add up all the employee’s costs. (Nowadays this is all computerized and done by outside firms like Benefacts.) So an office person making $40,000 with pension, benefits, social security etc. could add up as a cost to Donn of say $50,000 a year. A manager level person with a base salary of $60,000, a $15,000 bonus, expenses, pension, benefits and social security could add up to $100,000.

The Annual Review book went one step further and showed that, based on 50 working weeks a year this $100,0000 person cost Donn $400 a day. In the early years, Mr. Brown did most of these Annual Reviews himself. And to really emphasize what this really meant to his Company, Mr. Brown added some of his dramatic flair. He would have hidden, in his desk, a stack of, in this case, 400 $1 bills. Mr. Brown would Slap them down in front of his employee and say that this was the amount of money it cost the company for every day that employee came to work! The first time or two this happened was impressive to a new employee. In later years, the theory was, the employee would see the stack of $1 bills get larger and larger as he made more money and cost the company more. At the end of each Annual Review, both the employee and Mr. Brown would sign the compensation book and Mr. Brown would scoop up the $1 bills and recount them for his next employee meeting.

Then one year something happened. Apparently, Mr. Brown was in a hurry to leave and left a relatively new employee to finish reading and signing his Annual Review book. Mr. Brown forgot to collect the $1 bills. The employee thought the $1 bills were for him, so he took them! From that day on, every employee got to take the $1 bills. This created some new issues.

For one, more employees now looked forward to these Annual Reviews knowing they would leave with a stack of money. Some of the employees took the money home to share with their spouses and families. Some employees, including some of the top managers I knew, would keep this new found cash a secret, (until now if they read this), from their spouses and use the money for other hobbies or interests.  And these $1 bills, as you will learn in my book, were not the only form of “soft” currency managers were capable of receiving from Donn.

But this new practice created problems for Donn’s payroll lady, Opal. Each January she would have to order the dollar bills in advance from our local bank branch. At the peak, I recall Opal going to pick up $50,000 in $1 bills from the bank. We sent along a couple of husky accounting kids to guard her and the money. We even had to buy her a large safe.

After USG Corporation acquired Donn, the $1 bills were over. This is probably a good thing as current U.S. banking laws might have an issue with a one time cash withdrawal of $50,000 in $1 bills; it just does not look or sound good.

Donn also had specific incentives for its plant workers, one of which we will cover next week.

Meanwhile, thanks to all for reading the blog. We are still in the process of working to get The Business Zoo published  so please stay tuned!

We have been dealing with several family crises involving both my wife’s and my family. Not us directly, but sometimes indirectly can be even harder as you may have much less control or input. A personal or family crisis often is like a business one. Both type of crises can involve health ( physical or business) and, of course, the ever present factor in life and work, money.  And both type of crises have another thing in common. A Crisis does not just start and move directly to a finish; rather crises tend to move in their own, often random way.

Never a Straight Line.

My longtime, internist doctor often says this about other medical conditions. High blood pressure rarely starts out at 120/80 and goes up to 130/90 and then to 140/100. He says the same thing about rising cholesterol levels. He says that more often these health indicators move up to a new plateau, stay there for awhile, sometimes even drop back a little before they rise again. The bad medical indicators always just keep rising.

Never a Straight Line.

Business cycles, stock market indicators work the same way. Financial people love to forecast the next five years as a Straight Line (usually pointing upwards). Stock market analysts predict where one stock or the whole market will be end up trading in the next 52 weeks. But whether the conditions are an upward bull market or a downward bear, the daily and weekly prices go up, sideways and down many times before they settle.

Never a Straight Line.

Individual careers, nowadays, often move the same way. We used to look for job applicants whose resumes should  show ever steady upward progress through title changes and pay scales. And, we would be concerned about people who had the dreaded “break in service”. Today, almost everyone has taken a sideways career move, in order to go forward. And many workers have gaps of months or years on their resumes due to changing or losing jobs, taking personal time for family,  travel or whatever.

When I moved to USG Corporation from Donn, my initial title, in my eyes, went down: I went from Donn’s CFO to USG Interiors V.P. of Financial Administration( a title I still have trouble explaining). Then I was “promoted” from my subsidiary V.P. title to a Director in the USG headquarters. That sounded like a demotion but I was awarded more money and assured it was a good move. Those in large firms understand this madness all too well. And, of course, these bizarre titles and moves are often due to our favorite Human Resource group who love to confuse. A couple of moves and titles later, it lead to CFO of all of USG. A clear promotion.

Never a Straight Line.

And, of course, personal relationships are the ultimate example of this theory. Friendships, siblings, parents and children, dating and even spouses. All have their shares of ups and downs. Hopefully, more ups.

This is always the way in movies or television. The perfect relationship has a major setback. In my wife’s favorite Cary Grant movie, An Affair to Remember, Cary and Deborah Kerr are doing great until their cruise ship docks back in New York and they have to deal with their fiancees. An Empire State Building scene or two later, it all works out.

My wife, Tricia, would not go on a first date with me until two years after we met. After our first date, however, we have been together or spoken on the phone every day for the last 28 years. So that worked out as well. Relationships, like careers, like business and like medical issues move in their own unique patterns. But they all have their ups, downs and sideways.

Never a Straight Line.

So at this point, one might expect a smooth transition or, at least, a strong link to a Chapter in my forthcoming book, The Business Zoo. But wouldn’t that be too easy?

And wouldn’t we lose some of the fun and adventure? Because this blog, like most of business and life, needs to find its own unique rhythm.

Never a Straight Line.