Conflicts of interest, NYSE directors

Almost all of the reports we have seen about the NYSE and its CEO have complained about the conflict of interest which existed between Grasso and the directors. There were also conflicts of interest because of interlocking interests among the directors. The CII study suggests the following:

"The White Paper states that the Exchange has three key constituencies: the members (broker-dealers, etc.), companies that list on the Exchange and the investing public. Of these, it calls the investing public its ‘ultimate constituency.’

The paper goes on to suggest that because it has to balance the interests of these three constituencies, it has the same kinds of checks and balances as the federal government." (CII Monograph) The monograph of the CII, however, considers the investing public to be "the missing guest at dinner." Only one of these constituencies can vote. That same constituency, the broker-dealers, "picks the board and the nominating committee, and thus, indirectly the other committees."

A short list of potential conflicts of interest among the board members, provided by the CII, includes:
(CII, pp. 5-6)

We should repeat the first point for emphasis, as it is quite important in the story of Grasso’s compensation: "Until recent pressures forced an end to this overlap, director Langone was on the NYSE compensation committee while chairman Grasso sat on the Home Depot compensation committee – a company Langone co-founded and on whose board he served."

  • Until recent pressures forced an end to this overlap, director Langone was on the NYSE compensation committee while chairman Grasso sat on the Home Depot compensation committee—a company Langone co-founded and on whose board he serves.

  • Directors Jung and Langone serve on the GE board.

  • Directors Langone, Grasso, and Fink sit on the NYU board of overseers.

  • Until recently, Merrill Lynch was represented on the NYSE board by David Komansky, who serves on director Fink’s board at BlackRock. Merrill is now represented by director O’Neal, Komansky’s successor, and TIAA-CREF is represented by former Merrill executive Allison.

  • Chairman Grasso and director Allison both serve on the Yale School of Management advisory board.
  • Chairman Grasso sits on the advisory board of governance committee co-chair Panetta’s Institute in California.

  • Chairman Grasso and director O’Neal serve on the board of the Lower Manhattan Development Corporation. (Both have missed two thirds of the corporation’s meetings.)

  • A partner of director Sonsini’s sits on the board of director Bartz’s company, Autodesk.

  • Directors Karmazin and Levin serve together on the Lustgarten Foundation corporate advisory board.

  • Director Cayne’s chairman at Bear Stearns, Alan "Ace" Greenberg, sits on Viacom’s board where director Karmazin is president.

  • Directors Levin and Paulson serve together on the Council of International Advisers.

  • Directors Levin and Purcell serve together on the Independent Committee for Education.

  • Directors Mack and Paulson serve together on the board of the Indian School of Business.
  • Director Harrison’s company provides services to director Allison’s company.

  • Director Cayne’s company handled the sale of a business to director Larson’s company. Director O’Neal’s company also did work for director Larson’s company. (Mr. Larson is retired.)

  • Directors Jung and Harrison serve together on the Catalyst board.

  • Director Harrison and director Mack’s companies provided financial services to director Schrempp’s company.

  • Director Sonsini’s firm has done business with the companies of directors Cayne, Mack, and O’Neal.

  • Director Sonsini’s firm "regularly represented" director Paulson’s firm.

  • Director O’Neal’s company provided tax advice to director Larson’s company (advice that was subsequently successfully challenged by the IRS).

  • Director Mack’s company has provided banking services to director Karmazin’s company.

  • Director Purcell’s company provided services to director Jung’s company.

  • Director Cayne’s company and director Langone’s served together as underwriters.

  • Director Purcell’s company and director Sonsini’s firm have provided financial and legal advice to mutual clients on the same cases.