Who Owns The Company?
Sep. 07, 1995
NEW YORK (AP) - Amid mergers and alliances, a seemingly extraneous issue is again thrusting itself into the news: Who owns the company?
The shareholders do, of course, but you'd hardly gather that as you read about the power plays and strategies and big plans of corporate executives, as in Time Warner's efforts to acquire Turner Broadcasting.
The first question of Time Warner shareholders arises about the payoff to them of a Time Warner-Turner merger. The likely answer, at least for the time being, is not very much immediately.
Control is the name of the game, and the primary goal of the maneuvering that now pervades the telecommunications field is control of a market or a niche in a market, the assumption being that after that, the profits will flow.
Control first, profits next.
While the accomplishment of that goal could mean a bountiful future for Time Warner shareholders, they'll pay an immediate price, since the merger would in all likelihood be paid through the issuance of additional Time Warner shares.
That's called dilution. Theoretically, the diluted stock would eventually rise in value because of the newly purchased assets, especially after the latter began contributing to profits, but there is no assurance of this.
``The danger is of a misfit,'' says Prof. Eugene Jennings, who has spent his adult life writing and teaching about, and getting personally involved in, corporate matters. He has advised chief executive officers and sat on boards.
In most large mergers, he explains, a big batch of assets may have to be acquired in order to obtain the prized asset. ``Then you have to peel the onion down,'' he says, sometimes selling off assets at fire sale prices.
For this reason, several years after a spate of mergers there comes the corollary: divestitures. Some of the biggest names have had the biggest and costliest divestitures _ ITT, General Motors and Dun & Bradstreet to name a few.
In such ways do corporate dreams, and shareholder values, often dissipate.
There could be negatives for Turner shareholders too, the most obvious being the large number of Time Warner shares set aside for Time Warner executive compensation and employee stock-option plans. It points up the issue of ownership.
As at Time Warner, corporate management sometimes rewards itself generously at shareholder expense. In egregious instances, bonuses have been bestowed while earnings declined or dividends to shareholders were cut.
At Time Warner, 20 percent of stock outstanding is held for stock option plans under which specified members of management are allowed to buy shares at prices less than those paid by other shareholders.
In theory, options are offered as incentives to superior management performance _ they can be profitable to the option holder only if the value of the company's shares rises. In actuality, it is difficult to determine if the option holder did indeed contribute to the superior performance.
The big question for Turner shareholders, largest of which is John Malone's Tele-Communications Inc., is whether they want to accept at full price the Time Warner shares that Time Warner management may be able to buy at a discount.
Shareholders issues such as these prevail in the reshaping of the communications field that is now taking place, but only rarely are they able to break into full view. In fact, they appear to be very secondary.
Nobody can say for sure just what the shape of things to come will be _ no, not even the managers dealing in those billions of dollars (of shareholders' money). The future is still taking shape; it is full of risk.
It provokes the question: Are shareholder interests motivating the big deals now occurring? Are the actions being taken in the interest of future profits? Do the managers fully understand what they are doing?
They are, after all, just human beings acting on a very large stage and therefore capable of making very large errors. Certainly, says John Wright, whose Wright Investors Service manages more than $4 billion of funds, their egos are involved.
``People like to have power, especially power in the media,'' he says. Monetary power is political power, he explains, while media power is direct power to influence as well as inform.
End adv for Sunday, Sept. 10