Doesn't everyone enjoy buying damaged goods? [/sarcasm] Without doing due diligence inspecting for the damage?
Attended a Retired CSX Dispatchers breakfast this morning. Once EHH brought his oxygen tank on board, there was a immdediate purge of nearly ALL CSX operating officials - get rid of institutional knowledge and replace it with institutional stupidity and repeat the mistakes of the past while claiming them to be victories.
Never too old to have a happy childhood!
I wonder if the case could be made in that the CSX BOD was favoring one stockholder over the others, sort of the flip side of insider trading. While I have my doubts about the plaintiff's chances, this does sound like reasonable case to bring to trial.
Disclaimer: I am not a lawyer.
daveklepper How would they demonstrate that if the boost in stock price is directly tHH's the result of HH's hiring?
How would they demonstrate that if the boost in stock price is directly tHH's the result of HH's hiring?
I was thinking more in terms of that $80 mil going directly into their pockets... That seems to be what people want any more...
Larry Resident Microferroequinologist (at least at my house) Everyone goes home; Safety begins with you My Opinion. Standard Disclaimers Apply. No Expiration Date Come ride the rails with me! There's one thing about humility - the moment you think you've got it, you've lost it...
daveklepper Did the stockholders looe money? If they did not, and I believe they did not, what is their case?
Did the stockholders looe money?
If they did not, and I believe they did not, what is their case?
That they could have made more?
daveklepperDid the stockholders lose money? If they did not, and I believe they did not, what is their case?
Their 'case' is that they were effectively extorted out of north of 80 million dollars for less than a year of effective service. That the stock value was kited up by the magical cachet of "EHH" can be easily countered by the putative fall once he had died; to the extent actual, practical PSR practice would keep the stock price elevated is likewise largely independent of whether EHH was expensively providing it (complete with the errors and mistakes).
There is no question in my mind that the aspect of the 'sweetheart deal' that got EHH the money irrevocably, with no performance guarantees and no real health due diligence ... specifically including key-man insurance tied to early death for established health reasons ... is an actionable breach of fiduciary responsibility. Especially when presented as a 'take it or leave it' by EHH with Mantle Ridge threatening their own suits if he were not confirmed 'right quick'.
We will see if plaintiffs' counsel is wise enough to know how to address this concern. We certainly know railroad counsel wasn't wise in the Midnight Rider business...
If theyo did not, and I believe they did not, what is their case?
n012944 BaltACD rrnut282 It's going to be tough sledding either way you look at it. EHH ran the company for the benefit of only Mantle Ridge. Stockholders not happy, but Mantle Ridge is a stockholder, also. Only the lawyers will win, either way. Wasn't the $84MM compensation to Mantle Ridge and not EHH directly? No - it was to EHH to make up for the $84M he left on the table when he QUIT CP. A little bit of both https://www.ttnews.com/articles/csx-officially-agrees-pay-84-million-keep-hunter-harrison "CSX will pay $55 million to hedge fund Mantle Ridge to reimburse money previous paid to Harrison. Paul Hilal, who runs Mantle Ridge, lured Hunter Harrison away from Canadian Pacific Railway in January and negotiated for him to take over CSX. The Jacksonville, Fla., railroad also will pay out a $29 million lump sum to Harrison that he forfeited when leaving Canadian Pacific."
BaltACD rrnut282 It's going to be tough sledding either way you look at it. EHH ran the company for the benefit of only Mantle Ridge. Stockholders not happy, but Mantle Ridge is a stockholder, also. Only the lawyers will win, either way. Wasn't the $84MM compensation to Mantle Ridge and not EHH directly? No - it was to EHH to make up for the $84M he left on the table when he QUIT CP.
rrnut282 It's going to be tough sledding either way you look at it. EHH ran the company for the benefit of only Mantle Ridge. Stockholders not happy, but Mantle Ridge is a stockholder, also. Only the lawyers will win, either way. Wasn't the $84MM compensation to Mantle Ridge and not EHH directly?
Wasn't the $84MM compensation to Mantle Ridge and not EHH directly?
No - it was to EHH to make up for the $84M he left on the table when he QUIT CP.
A little bit of both
https://www.ttnews.com/articles/csx-officially-agrees-pay-84-million-keep-hunter-harrison
"CSX will pay $55 million to hedge fund Mantle Ridge to reimburse money previous paid to Harrison. Paul Hilal, who runs Mantle Ridge, lured Hunter Harrison away from Canadian Pacific Railway in January and negotiated for him to take over CSX. The Jacksonville, Fla., railroad also will pay out a $29 million lump sum to Harrison that he forfeited when leaving Canadian Pacific."
Theft by trick for both Hilal and EHH!
An "expensive model collector"
rrnut282It's going to be tough sledding either way you look at it. EHH ran the company for the benefit of only Mantle Ridge. Stockholders not happy, but Mantle Ridge is a stockholder, also. Only the lawyers will win, either way. Wasn't the $84MM compensation to Mantle Ridge and not EHH directly?
Also IIRC during the fight for him he stated if I am required to take any kind of physical exam I will not accept the position. The BOD then made a special condition of his contract that regardless of his health all the money was there regardless of his health or if he died while employed by CSX. That little action there is what is going to cause this case to be bad for the BOD.
It's going to be tough sledding either way you look at it. EHH ran the company for the benefit of only Mantle Ridge. Stockholders not happy, but Mantle Ridge is a stockholder, also. Only the lawyers will win, either way.
spsffanI think the point is that they didn't just "hire" EHH as a regular job applicant. They actively recruited him, paying an enormous sum to pry him away from his job at CP. For the record, voted against reimbursing him and sold my stock shortly after he was hired. Yes, I made some money on it, but would have made more if I'd held onto it. The whole deal was simply unethical from my viewpoint.
The didn't actively 'recruit' EHH - he was forced down their throats by Mantle Ridge and stock manipulations that are part of a hedge fund gaining effective control of a company for the benefit of the hedge fund. The CSX Board did not, for whatever their rea$on$ did not do their 'due diligance' concerning EHH's health and therefore did not make the results of that due diligance available to all stockholders.
That's an entirely separate issue from EHH's health issues.. he was "traded" to another team at a price that was agreed to by all parties. Whether in retrospect the price was too high or not is open to debate, but hindsight is always 20/20. His and our services are worth whatever someone else is willing to pay based on the best information available at the time and not knowing what the future holds. EHH's demise wasn't a complete surprise given his age... no one was expecting to get another 20 years out of him at CSX.. no one was expecting more than two or three years at most. IMHO they expected him to fast track the precision scheduled railroad model at CSX, and he appears to have delivered that in his short time there.
I would not argue that to hire a salaried position you can't deny it for health reasons, however, a salary is based on time worked, and hourly compensation would end upon death. There is no ADA requirement to pay another company $84 million to hire that person away.
Lots of people are pryed and actively recruited on a daily basis.. that doesn't excuse the hiring party from following the law which, incidently, applies to everyone, including the hiring of CEO candidates. Imagine the outcry if it were a rates clerk.. "sorry bud.. but you're too fat for us.. or.. you're too old.. or.. you're toting an air tank and we're not comfortable with that". Would make for a much meaner world I think..
That's right.. in a legal dispute the lawyers always win.
UlrichYes, but avoiding an expensive legal tangle is always the better way to go... especially when the employment laws are clear surrounding the hiring of people with health issues or disabilities.
Legal Dept. is on salary. My shyster can beat your shyster!
Yes, but avoiding an expensive legal tangle is always the better way to go... especially when the employment laws are clear surrounding the hiring of people with health issues or disabilities.
UlrichHa ha.. no.. simply pointing out the other side of the story.. i.e. using health reasons to deny someone employment presents problems of its own.
That is why legal departments exist.
Ha ha.. no.. simply pointing out the other side of the story.. i.e. using health reasons to deny someone employment presents problems of its own.
UlrichMaybe the laws are different in FL, I don't know. Around here he could be 86 years old.. pushing a walker, pulling an air tank, with a cigar between his lips. Unless he's also blind as a bat and I'm hiring him to operate a locomotive I wouldn't legally be allowed to turn him away based on health. Of course, from a practical standpoint, I could give one of a thousand other reasons, including, "we hired another candidate". But overtly telling any candidate that health issues are the reason would not only be illegal (at least here).. it would also be stupid when so many other more benign reasons could be used to deny employment. The employment process is the employment process.. applicants have rights and employers are limited in what they can ask regardless of the vacant position.. Not hiring a prospect for a non safety sensitive position for health reasons would be a sketchy thing to do here, and maybe in FL as well.
Recruiting from the hospitals are you?
Maybe the laws are different in FL, I don't know. Around here he could be 86 years old.. pushing a walker, pulling an air tank, with a cigar between his lips. Unless he's also blind as a bat and I'm hiring him to operate a locomotive I wouldn't legally be allowed to turn him away based on health. Of course, from a practical standpoint, I could give one of a thousand other reasons, including, "we hired another candidate". But overtly telling any candidate that health issues are the reason would not only be illegal (at least here).. it would also be stupid when so many other more benign reasons could be used to deny employment. The employment process is the employment process.. applicants have rights and employers are limited in what they can ask regardless of the vacant position.. Not hiring a prospect for a non safety sensitive position for health reasons would be a sketchy thing to do here, and maybe in FL as well. I don't think CSX could carte blanche tell EHH that they couldn't hire him on account of his poor health.. Unless the laws in FL are totally different he and Paul Hilal and co. who were promoting him would have had ample legal recourse.
UlrichAs an employer myself I can't think of a quicker way to get myself into a heap of trouble than to discriminate against a job applicant due to health issues they may have. Maybe the laws are different there or maybe the laws somehow don't apply to super important people.. "sorry sir, we can't hire you for this office job because you've got health issues".. yikes..
Terminal health issues for a individual that is beyond normal retirement age??????
Having one's picture taken with a oxygen supply canulus to appear on the cover of a trade magazine ????????
Is is a business's obligation to hire a invalid that cannot report to the place of work on a consistant basis ?????????????????
At the time EHH was hired he was a walking corpse and his 9 months 'in office' had all the appearances from the outside of being someone that had lost the command of their faculties. EHH's health was far beyond ADA standards. When I was still employed, it was customary for Senior Management to get yearly physicals to determine their fitness to do their duties.
For the BOD to hire such a individual - WITHOUT QUESTIONING visible health issues and not notifying stockholders of said health issues is a breach of fiduciary trust.
BaltACD And they paid the corpse $84M Divided by 840 million+ shares outstanding (per Value Line) so ten cents per share or so.
And they paid the corpse $84M
Divided by 840 million+ shares outstanding (per Value Line) so ten cents per share or so.
As an employer myself I can't think of a quicker way to get myself into a heap of trouble than to discriminate against a job applicant due to health issues they may have. Maybe the laws are different there or maybe the laws somehow don't apply to super important people.. "sorry sir, we can't hire you for this office job because you've got health issues".. yikes..
PJS1 blue streak 1 .......being that they could have sold their stock. Yes if they had known about his health ~ Harrison became CEO of CSX on March 7, 2017, and he died on December 16, 2017. During the period that he was at the helm of CSX the price of the company’s common stock increased 18.8% compared to 12.5% for the S&P 500 Index. From the opening of trading in January 2017 through yesterday the price of CSX common stock increased 83.1% compared to 16.5% for the S&P 500. If the CSX shareholders had sold their stock upon Harrisons death or beforehand, they would have missed considerable upside potential. Even with the current downturn turn in the market's trends, CSX's shareholders are ahead of the game compared to the S&P 500 Index.
blue streak 1 .......being that they could have sold their stock. Yes if they had known about his health ~
Yes if they had known about his health ~
Harrison became CEO of CSX on March 7, 2017, and he died on December 16, 2017. During the period that he was at the helm of CSX the price of the company’s common stock increased 18.8% compared to 12.5% for the S&P 500 Index.
From the opening of trading in January 2017 through yesterday the price of CSX common stock increased 83.1% compared to 16.5% for the S&P 500.
If the CSX shareholders had sold their stock upon Harrisons death or beforehand, they would have missed considerable upside potential. Even with the current downturn turn in the market's trends, CSX's shareholders are ahead of the game compared to the S&P 500 Index.
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