Real life looks more like the movies every day. Take the corporate reform movement, which at the moment is casting two boffo box-office stars as villains. One of them is Sandy Weill, chief executive of Citigroup, the nation's biggest financial company. The second is Martha Stewart. That's a pretty bankable duo, right?
But there are problems. First, the script -- describing exactly why Weill and Stewart are villains -- seems a little thin.
Second, star power distracts us from substance, such as off-camera moves to gut corporate reform.
Weill first. He's no innocent. He's been on Wall Street for decades, and he's made oodles of money from his stock options, huge salary and bonus checks. He was chief executive or co-chief executive during the period that Citi's Wall Street subsidiary, Salomon Smith Barney, sold billions of dollars of now-worthless securities to investors. Salomon has admitted wrongdoing, and Citi is trying to settle actual and potential charges.
The hot news on Weill is that in 1999, he supposedly leaned on Salomon telecom analyst Jack Grubman to change his negative opinion on AT&T's stock to positive. This was supposed to help Salomon get a big piece of the huge AT&T Wireless stock sale that AT&T was planning.
The Weill-leaned-on-Grubman theory has been kicking around since 1999 -- but no one paid much attention to it then, because those were the days that CEOs were considered gods. Given the Wall Street sleaze that's since been exposed, it makes perfect sense to think that Weill forced Grubman to change his opinion in order to generate fees for Citi.
There are, however, two problems with this tale. First, Grubman and Weill have repeatedly denied that Grubman changed his opinion on AT&T because of Weill. Even if you don't buy that, there's an additional fact that seems to undermine the thesis: Citi didn't need to curry favor with AT&T to get AT&T's business, because it already had AT&T's business, Grubman's negative rating notwithstanding. Salomon was a lead underwriter of every AT&T debt and stock offering dating back to 1998, when Salomon and Smith Barney combined. AT&T also did extensive commercial banking business with Citibank.
Yes, Grubman turned positive on AT&T in November of1999, and Salomon was a lead underwriter of the AT&T Wireless stock sale in April 2000. But even after Grubman turned negative on AT&T again in October 2000, Salomon stayed a lead underwriter in every debt and stock offering that AT&T made.
Weill and AT&T Chairman C. Michael Armstrong are buddies, and they sit on each other's boards. People in the know say that Armstrong complained to Weill about Grubman's trash-talking of AT&T, and that Weill talked to Grubman about it. So what? Having AT&T complain to your boss isn't much fun -- and I speak as someone who had that happen a few years ago. But it's not illegal or even immoral for AT&T to complain and for the boss to listen. If the boss does something more than mention the complaint, that might be a story.
Now, to Martha. Unlike Weill, she's a small fish -- albeit a highly publicized one. She sold 3,928 shares of ImClone Systems the day before the company disclosed an unfavorable Food and Drug Administration ruling that sent the stock price reeling. It sure looks from the public record that her broker knew that ImClone's controlling shareholders were selling and that he advised Martha to sell. She sold. Is that a crime on her part? Not at all clear. It's an even bigger reach to say, as the SEC does, that she tried to manipulate the price of Martha Stewart Living Omnimedia stock by proclaiming her innocence in the ImClone matter.
Martha, who got $58 a share for her stock, seems to have a legal problem for allegedly misleading investigators by saying there was a plan for her to sell ImClone when it fell below $60. But if you're looking for big abuses, this is trivial stuff. So why has Martha been on magazine covers (including my employer Newsweek's) while bigger players, such as Tyco's Dennis Kozlowski and Enron's Andrew Fastow and Adelphia's John Rigas, who have been indicted for real multimillion-dollar crimes, got far less play? Star power over substance. Whacking Stewart and Weill is certainly fun, and it's nice to have tangible villains. Dealing with personalities is lots easier for pols and regulators and writers than dealing with boring stuff like accounting and the SEC's budget and regulations covering 401(k) plans. Here, however, substance really matters.
Judge William Webster is an honorable man. But speaking as an investor who has the bulk of his net worth in the stock market, I'd much rather have the Public Company Accounting Oversight Board run by a knowledgeable pension fund manager in his fifties -- like John Biggs of TIAA-CREF, the original candidate -- than by a financially inexperienced 78-year-old. Trimming back the growth in the SEC's budget, as the Bush administration has proposed, strikes me as a terrible idea. And the president's recent 401(k) "reform" announcement totally missed the point. He addressed the problem of workers being unable to sell company stock in their 401(k)s when those accounts are frozen temporarily. The real problem is that employees often have far more 401(k) money invested in company stock than prudence suggests they should.
So obsess away about the Weills and Marthas. But remember that even the widest movie screen isn't large enough to show us the real big picture.
Sloan is Newsweek's Wall Street editor. His e-mail address is firstname.lastname@example.org.