http://finance.sina.com.cn/chanjing/gsnews/20100816/10168487567.shtml
尽管落马，但在法律上企业家仍有对自己财产的占有和处置等权利，然而到目前为止，除了黄光裕，还未有成功行使权利的先例。
【《证券市场周刊》记者 李德林】
谈判失败 黄光裕铁窗遥控
17天的拉锯战谈判，黄光裕的代表与国美电器(00493.HK)董事局主席陈晓终于谈崩了。
7月19日开始，黄光裕控股的英属处女群岛公司、国美电器控股股东Shinning Crown Holdings Inc(下称“Shinning Crown”)在黄光裕的授权下，派出代表与陈晓商谈重组董事局事宜。
董事局重组缘于5月11日的第一次交锋失败，这天是国美电器股东周年大会。
下午2：30分，黄光裕夫妇以持有国美电器33.98%股权的大股东身份，对股东大会提出的三项议题投下反对票。三项决议包括：外资股东贝恩资本的三名代表进入董事会；董事会对董事薪酬的厘定；董事会以所购回之股份数目扩大所授出有关配发、发行及处置股份的一般授权。
黄光裕夫妇派出代表投下反对票，核心就是要加强对国美电器的控制权。
身为香港上市公司国美电器创始人、曾经的董事会主席，黄光裕非常清楚股东大会的诸多重大事项均需要2/3的表决权通过。持有国美电器33.98%股份是黄光裕对抗2/3表决权的底线，如果不收回授予董事会的回购、增发权利，那么董事会可能以增发20%新股来稀释自己的控股权，而自己将失去对国美电器的控制。
香港《公司法》赋予董事会两种核心权力，一种是公司经营决策的指导权，另一种是对股票市场的控制权。薪酬的厘定项目的否决，表现出黄光裕夫妇对董事会的集体不信任，自然对其经营决策指导权进行否定。收回股票的回购、增发权利，也就剥夺了董事会对股票市场的控制权。
《公司法》赋予董事会的权利被大股东剥夺，这挑起了大股东与董事会的战争。
当晚，国美电器召开紧急董事会，全面推翻了股东大会表决结果。第二天，以陈晓为首的国美电器董事会发表声明，对黄光裕夫妇的行为感到遗憾。声明称，董事会的行动是董事们集体一致表决的结果。也就是说，曾经被视为黄光裕在董事会中的代表亲信，都站到了他的对面。
这一结果让创始人黄光裕难以接受，董事会的改组成为必然。
双方的谈判持续了17天，到8月4日晚上终于破裂。黄光裕的代表以Shinning Crown的名义，向国美电器发出了“要求召开临时股东大会的函”，这份函件第一条就是提议在临时股东大会上撤销股东周年大会通过的对董事会的一般授权；撤销陈晓的执行董事及董事局主席职务；撤销孙一丁的执行董事职务，保留公司行政副总裁职务；提名邹晓春、黄燕虹为公司执行董事。
信函中， Shinning Crown指责陈晓领衔的董事局管理不当，导致国美电器近一年来业绩下滑。陈晓等董事会成员立即展开反击。8月5日下午，国美电器董事就去香港高等法院起诉黄光裕。
剑拔弩张的争夺还在继续，黄光裕在监狱中遥控的这一场持久战，并非只是国美的战争，在中国司法界，这已是开了历史先河。因为，黄光裕是以戴罪之身，发出铁窗号令。
绿色通道 不限时间不限人次 黄光裕用到极致
黄光裕与董事会第一次交锋一星期后的5月18日，北京市第二中级人民法院对黄光裕案进行了宣判，黄光裕领刑14年，罚没8亿元。
5月31日，北京市高级人民法院刑二庭副庭长王海虹道出了黄光裕狱中遥控交锋的内幕。王海虹透露，黄光裕被拘后，国美电器的律师可以会见黄光裕，条件是必须经过专案组的允许，看守所进行全程录像。黄光裕甚至还可以在看守所内签署公司文件。这是一条绿色通道。
会见就被允许不限时间和次数，黄光裕将绿色通道运用到了极致。黄光裕刚被捕，就将权利委托给自己的妻子杜鹃。2009年1月7日，杜鹃在大连被捕。黄光裕又任命副总裁王俊洲、魏秋立作为自己的“私人代表”，之后被黄光裕的妹妹黄秀虹替代。
2009年4月6日，一份竞购国美电器股份的入围名单在市场中流传。华平投资、KKR、贝恩资本三家榜上有名，市场风传，这份名单的制定者是陈晓。
当时黄光裕掌握国美电器的股份为35.55%以上，一旦三家中的任何一家成为最后的入围者，都将威胁到黄光裕的控制权。因为按计划国美电器将发行的可转债和增发新股总量可达到23.5%以上，这样会大大稀释黄光裕的股权。
谈判总是让黄氏家族感到奇怪，因为华平投资是国美电器的老股东，陈晓却跟贝恩资本谈的火热，这让黄氏家族非常忌惮。贝恩资本董事总司理竺稼，就是当年与永乐签订对赌和谈的摩根士丹利中国区总裁。而陈晓正是永乐的创始人，被黄光裕收归门下并委以重用——在陈晓问题上，黄光裕与竺稼是“情敌”——黄氏家族自然拒绝贝恩资本。
股权激励 让黄光裕老臣集体倒戈
狱中的遥控给陈晓为首的董事会空前压力。一个庞大的股权激励计划在40天后迅速出台。2009年7月7日，国美电器董事会公布了总计7.3亿港元的股权激励方案，涉及股权占总股本的3%。其中陈晓获得2200万股认购权，执行董事王俊洲、魏秋立、孙一丁和伍建华分别获得2000万、1800万、1300万和1000万股的认购权。
股权激励方案规定，获得认购权的高管在今后10年内，可以按照2009年7月7日的国美电器收盘价1.9港元，买入相应数量的公司股份。股权激励立即使黄光裕的铁杆儿们站到了陈晓一边。还不仅是董事会。这一次的封赏还覆盖了分公司总经理、大区总经理，以及集团总部各中心总监、副总监以上级别，共有105人享受到股权激励的阳光雨露。
围绕控制力的争夺随即展开，绿色通道为黄光裕的遥控提供了有力保障。一个星期之内，黄光裕的遥控效果就显现出来了。
2009年7月13日，国美电器发行以融资为目的的22.96亿股新股，每股0.672港元。国美电器与贝恩资本曾达成一个协议：原股东没有认购的股份，将全数由贝恩资本认购。贝恩资本一旦全部认购22.96亿股新股，加上购买的9.8%的可转债，那么贝恩资本的股权将达到23.5%，黄光裕持股将降到27%，这样一来，黄光裕就会失去控制权。
贝恩资本最大的赌注在于当时黄光裕在内地的账户已经被冻结，而黄光裕为了归还财务公司一笔24亿港元的债务，已经让国美电器回购过股份，按照常理黄光裕不可能在增发新股的时候行使老股东优先认购权。如此一来，贝恩资本离大股东的宝座就是一步之遥。
2009年7月20日，贝恩资本突然发现，黄氏家族持有国美电器股比例变为33.98%，已经掌握了控制权。原来就在这一天，黄光裕的代表以每股1.705港元的价格，在二级市场抛售了2.35亿股国美电器股票，套现资金近4亿港元，转手以每股0.672港元认购了8.16亿股国美电器增发新股。与此同时，国美电器其他老股东也纷纷认购增发新股，22.96亿股新股最后留给贝恩资本的，只有0.2%的股权。黄光裕的遥控让资金本来紧张的黄氏家族，在新股上市交易的当天就赚取了13.36亿港元。
控制权到手了，但黄光裕在看守所遥控董事会的行动却失败了，黄光裕要求董事会取消股权激励的意见被束之高阁。
2009年2月，黄秀虹正式代言黄光裕之后，尽管发现陈晓跟贝恩资本打得火热，那时候并没有意识到黄氏家族将失去控制权。到了2009年6月，贝恩资本要求派3人进入国美电器董事会，黄秀虹这才意识到，董事会已失去控制。于是，2010年5月11日的国美电器股东周年会，成为黄氏家族反击的最佳时机，也就有了黄氏家族在周年会上连投三张反对票的惊人举动。
天发要戴红帽子 红头文件满天飞朝发夕改
黄光裕的战争还将继续。
但同样是名动江湖的企业家，在事发逮捕后，他想在看守所遥控自己的公司，保卫自己的财产，但却连战场的边儿都沾不上，没有军装，没有武器，没有战友，也没有对手。他被频繁地更换看守所，还被改了姓名。出狱后，发现自己的企业已经归了别人，自己却一无所有。
他就是一心要打造中国第四石油集团的天发集团董事长龚家龙。
2006年12月21日，龚家龙创建的天发股份(000670.SZ)上市10周年。龚家龙兴冲冲参加完庆祝大会后，被湖北省鄂州市公安局一行警察堵在了武汉市弘毅大酒店大堂，迅即被塞进停在酒店外的警车上。
龚家龙喜欢折腾，在1989年已经拥有千万资产。事实上在1988年的时候，个体户龚家龙要成立“荆州地区生产生活资料产品经销公司”(下称“资料公司”)和海南龙海石油液化气公司(下称“龙海石油”)，并将两家公司挂在荆州轻工业局与物资局下面。
到1989年，龚家龙想到了企业股份化，于是让资料公司与龙海石油分别投入100万元和200万元(账面值)作为原始股本组建了“荆州地区物资开发公司”，这家公司就有了“红帽子”。
1992年8月12日，湖北省体改委、计委、财政厅联合发[92]6号文，将“荆州地区物资开发公司”改组为股份有限公司，定名为“湖北荆州天发企业(集团)股份有限公司”。新公司总股本为6500万，其中国资委及4家国企合计持有3640万股，占56%。也就是后来资本市场上的天发股份的前身。
1996年11月18日，经三峡办和荆州市体改委批准，天发股份发起成立“天润三峡基金”，原计划发行10亿元，主要认购对象为天发工会、内部职工和其他投资者。但该基金由于审批手续不全，发行到4.86亿元时被人民银行叫停。
“天润三峡基金”的出资人经过协商，同意委托天发股份及龚家龙继续按基金发行规则委托理财。1997年4月，成立国有独资性质的天发集团公司，托管运用上述4.86亿元资金。不过天发集团真正的控制人是天发工会，龚家龙持有工会股份65%。
天发集团成立后成了荆州市政府解决濒临破产国有企业的平台，短短几年大量收购地方国企，其中最为有名的就是收购造假上市的活力28。破烂收多了，天发集团自己也陷入了泥潭。一旦天发集团的烂账完全摊开，那将连累荆州市政府。
2000年，龚家龙意欲引入雷曼兄弟入资重组。雷曼兄弟只喜欢和民营企业做生意。于是，2000年10月24日，荆州市政府召开专题会议讨论天发集团股权性质问题。荆州市政府当天的《市政府专题会议纪要第62期》显示，天发集团为非国有企业。
为了让雷曼兄弟放心，荆州市国资委在2001年还出了《关于湖北天发集团公司发展及产权界定情况的批复》(荆国资委[2001]第5号)，该文件这样叙述：“资本金原计划由国家投资，由于市国资局最终无资金投入，最终出资为天润三峡投资基金。”
龚家龙持有“天润三峡投资基金”65%的份额，于是荆州市政府文件承认天发集团的民营性质，龚家龙持股65%，职工持股35%，天发集团与政府没关系。
龚家龙满心欢喜摘掉红帽子，但荆州市委压着市政府一直不批准。到2006年8月，荆州市委又发文承认了当年的市政府的红头文件，还专门下发了《关于进一步加强湖北天发实业集团有限公司风险处置和资产重组工作的会议纪要》。当年9月，龚家龙在当地工商部门办理了产权过户手续。
摘红帽子的过程中，龚家龙没有闲着。2005年6月29日，以全国工商联石油商会会长的名义，龚家龙牵头组建了全国最大的民营石油企业：长城联合石油集团。龚家龙想打造中国第四大石油集团。
就在这时，当初天发集团接受指令收购了很多破烂公司，而这些公司拥有大量土地，到2006年这些土地开始增值了！天发集团成了大地主了！此时，湖北省国资委出手了，要重新界定170多亿元总资产的天发集团的产权性质了！
于是，龚家龙也被警方宣布“涉嫌经济犯罪”。
湖北省公安厅经侦总队指派鄂州公安局侦查龚家龙案。龚家龙在2006年12月21日被带走，“1221”专案组正式成立。荆州市政府成立了天发集团风险处置领导小组，下设维护稳定、金融风险防范、战略重组等6个工作班子，全面接管了天发集团。
2007年初，也就是龚家龙被捕之初，湖北省、荆州市两级国资委分别下发鄂国资产权[2007]41号文《省国资委关于天发集团产权性质界定有关问题的批复》及荆国资发[2007]27号文《关于湖北天发实业集团有限公司关于界定企业产权性质批示的批复》，以行政批复红头文件的形式将天发集团界定为国有企业，荆州市国资委取得了天发集团的公司控制权和经营权。
被改姓名 龚家龙的桃子被别人摘了
龚家龙被警方带走，一开始在鄂州金盾宾馆被监视居住。龚家龙对律师说，从监视居住开始自己就被人耍猴。第一天警方说只要在监视居住的确认书上签完字，就能见律师通电话，还可以见家人。等签完字，对方抛给他一句话：你以为真有这么回事？
2010年8月10日上午，记者见到龚家龙的律师钱卫清，钱说龚家龙在失去自由的一年零七个月里，龚家龙被挪了五个地方，被改名字叫“陈斌”。“当今公安网全国联网，上网一输入名字，便知道疑犯是什么罪名，关在哪个看守所。但龚家龙罪名不清，又怕律师和家人找上门来，干脆改了名，还不断挪拘留所，这是什么意思？”
龚家龙干企业练就了对数字的超强记忆能力。他从2007年元旦开始在地上坐了38天后，后来有了一张床。10天后，也就是离春节还有3天的时候，龚家龙由监视居住转为正式拘留，去了鄂州第一看守所。之后被三次集中审讯，长达78天，尤其是2007年“五一”后，更是五天五夜连续审讯。
曾经荆州的风云人物，最后近乎哭诉一般给律师讲述自己的遭遇：在鄂州第一看守所，每天限喝三杯水，三四两米饭，只要饿不死就行。龚家龙说自己整天坐在一个没有靠背的凳子上，强烈的灯光下，又躁又饿又困，像电炉边一块待烤的馒头片儿，实在挺不过就会忽忽悠悠从凳子上垮下来。
龚家龙在五个看守所“漫游”期间，总是在不同的号子里转来转去，进入新号子就要洗碗、拖地、清扫厕所。龚家龙说，每次轮到自己可以换一个好位子的时候，自己就调离了号子，再次重复睡厕所边，给老大干“公务”。这位被警方改名为“陈斌”的犯罪嫌疑人，一直睡在盗窃、抢劫、绑架、杀人、纵火、黑社会团伙份子身边，直到2008年8月5日，鄂州市中级人民法院以信息披露违规为由，对龚家龙进行了宣判。
“耐人寻味的是，法院判决书中明确写着天发集团是民营性质，但龚家龙的天发集团却遭遇了肢解。”钱卫清说。
龚家龙完全没有黄光裕的幸运。龚家龙被警方带走后，在警方没有拿到口供前，律师都见不着，更别提遥控公司了。实际上，在龚家龙被警方带走的那一刻起，那170多亿元的资产就已经跟龚家龙说再见了。
2008年9月，龚家龙从监狱出来，从判决书上发现，民营企业天发集团已经被荆州市政府的风险处置领导小组给处置了，上市公司天发股份及天颐科技(600703.SH，三安光电前身)的股权被拍卖，上海舜元企业投资发展有限公司与金马控股集团有限公司拍走了天发石油的壳，福建三安集团有限公司拍走了天颐科技的壳。两家上市公司的资产分别由中石化湖北石油分公司和海南椰岛(14.26,0.27,1.93%)获得。
龚家龙对律师说，在警方抓捕自己之前，政府一纸文件说天发集团57%股权属于国有，可是还有43%的股权是自己的，这部分资产到底去了哪里？除了自己控股的天发集团大量城市中心土地被人摘了桃子，自己账户中的几百万工资也没了。龚家龙请了律师，要跟政府算算这笔账。
入狱3年 出来后黄宏生红光满面 笑容熠熠
倒霉的龚家龙出狱了，黄光裕还在监牢里跟董事会斗争，而黄宏生就比这两位幸运多啦。
“当我们有机会再见面时，一定是看到红光满面、笑容熠熠的老板。”这是2006年前创维集团董事长黄宏生写给创维员工的一段话。当时黄宏生在香港赤柱监狱服刑。
2004年11月30日上午9时半，香港廉政公署人员将黄宏生等3名执行董事及财务总监带走。
香港廉政公署这一代号为“虎山行”的行动，迅速引起香港联交所的注意。当天上午9∶44分，联交所向创维集团控股的上市公司创维数码(00751.HK)发出指示，要求创维数码股票暂停交易，对公司潜在的股价敏感资料做出澄清。
黄宏生是廉政公署拘捕的香港上市公司第一位大陆民营企业家，罪名是串谋盗窃。2004年12月1日，黄宏生等四人由香港廉政公署落案起诉。廉政公署公布资料显示，黄宏生涉嫌于2000年11月至2003年4月期间，与其母罗玉英(罗为创维集团一家间接控股子公司——创维电视控股有限公司的董事)串谋盗窃共9张创维数码银行户头签发的支票，涉案金额48378169.99港币。
令人惊讶的是香港司法机构的速度。第二天，2004年12月2日，香港东区裁判法院对黄宏生兄弟串谋偷窃巨资案提堂。当天下午2∶50分左右，黄氏兄弟获准以100万港币现金保释外出。黄宏生迅速回到香港总部办公室，黄宏生家族共拥有上市公司创维数码39.71%的股权，黄宏生做的第一件事就是对创维数码高层进行改组。
黄宏生改任非执行董事，黄氏其他家属同时中止集团所有附属公司的董事及管理职务。黄宏生在会议上说，自己已经不适合担任董事局主席，需要找一个对投资者而言有说服力的人物来撑持门面。当时已经69岁的王殿甫列入了备选名单，因为王殿甫有政府及电子企业从业双重背景。
2004年12月23日，年届七旬的王殿甫以百万港元年薪接替黄宏生，出任创维数码CEO。黄宏生以创维数码董事会非执行主席的身份，通过视频参加每月两次的董事会扩大会议，还可在香港会见他的高管。
2005年3月，黄宏生获得香港高等法院许可，到北京参加全国政协会议。在北京参加会议期间，黄宏生请已经离开创维集团的老伙计杨东文喝咖啡聊天，希望杨东文能够重回创维集团，担任彩电事业部总裁。
2005年7月1日，公司执行董事兼电视业务总裁张学斌出任创维数码CEO一职。同年底，杨东文到创维集团任职，负责彩电事业部。2006年2月8日，黄宏生的妻子林卫平成为创维数码执行董事。
这期间黄宏生退居创维集团幕后，直到2006年7月13日下午，黄宏生兄弟因串谋盗窃及串谋诈骗等4项罪名成立，被判处有期徒刑6年。8月11日，创维数码宣布，黄宏生已辞任公司非执行主席及非执行董事职位。
宣判后，黄宏生被押送到赤柱监狱服刑，当时参与旁听的创维集团员工情绪激动，因为中午黄宏生还跟员工们在食堂一起吃饭。2006年9月12日，黄宏生给创维集团写了第一封信，非常煽情：创维如今进入了一个“后老板”时代，一个由现代企业家团队引领的巨型组织前进的时代。
“值得创维人庆幸的是，再造创维的运动，提早地推动了接班人的计划，涌现出以张学斌总裁为代表的一批年富力强的企业家团队。”黄宏生为自己2000年开始“再造创维”感到庆幸，因为2000年创维集团亏损将近1.3亿元，2001年扭亏为盈。黄宏生拿出500万股期权奖励给张学斌，之后奖励一路飙升。
一个月后的2006年10月12日，黄宏生再度给创维数码董事局写信。在写完第二封信后的19天，黄宏生又写了第三封信，信中对创维集团更是事无巨细，“我谨提供几点建议作为参考：从董事局层面到第一线作战基层，人人心中都要树立人才制胜的理念；创维应该努力落实绩效考核的执行；严格的制度执行及纪律约束。千万不能一窝蜂地谈起人才就忽略了约束与监督。”黄宏生有些信相当直率，甚至在信中指责创维集团内部有人把个人利益凌驾于企业利益之上，事业部利益损害集团整体利益，亏损的事业单元不停地流失着企业血液，等等。
在监狱中，黄宏生每个月都坚持写信，部分信件内容刊登在集团内刊上。之外，黄宏生每个月都要在赤柱监狱会见创维集团的高管，总裁张学斌、彩电事业部总裁杨东文及董事林卫平等。高管们总会带上各种报表，而黄宏生总会面授机宜。
2009年7月4日下午，创维数码一行高管到香港赤柱监狱迎接黄宏生出狱，他们带去了一份见面礼：2008年创维集团共实现营收153.29亿港元，同比增12.5%，年度盈利5.03亿港元。
Sunday, August 15, 2010
Thursday, August 12, 2010
陈晓不是称职的职业经理人 应向张学斌学习
http://blog.sina.com.cn/s/blog_540eaf530100la79.html?tj=1
皮海洲
8月5日，对于国美电器来说是一个黑色的日子。这一天，国美电器创始人、公司第一大股东黄光裕与国美董事局之间的矛盾彻底激化。黄光裕全资控股的国美电器大股东Shinning Crown，要求举行临时股东大会，撤销陈晓的公司执行董事及董事局主席职务；而国美电器董事局也反戈一击，于当天下午将黄光裕告上法庭。
第一大股东与公司董事局“交恶”，这对公司的发展是不利的。8月6日国美电器股价大跌12.09%，表明了市场对待这件事情的态度。由于目前黄光裕身陷囹圄，拥有行动自由的陈晓自然在舆论上占尽先机，比如称国美对黄光裕彻底失望，称黄光裕“旧部”集体倒戈，称国美员工、国美投资者支持陈晓一方等等，黄光裕似乎众叛亲离。
在国内的上市公司中，第一大股东往往扮演着公众投资者利益“对立面”的角色。国美电器虽然是一家在港上市的公司，但终究是一家内地企业，更何况黄光裕2008年1月及2月前后策划的回购公司股份一事，被认为是违反公司董事的信托责任及信任的行为，所以，黄光裕的利益似乎也是与其他投资者的利益相对立的，甚至是与国美电器的利益相对立。于是，作为国美电器董事局主席的陈晓，义无反顾地选择了维护广大投资者利益、维护国美电器公司利益。陈晓似乎成了正义的化身。
应该承认，在“黄光裕事件”发生后，陈晓为维护国美电器的稳定，为国美电器度过“黄光裕事件”带来的危机作出了巨大的贡献。就个人的经营管理能力而言，正如黄光裕评价的那样：“再也找不到比陈晓更合适的总裁人选”。但尽管如此，在黄光裕与国美董事局矛盾的产生与升级问题上，陈晓负有不可推卸的责任。
应该理解黄光裕为维护自身权益对国美董事局所进行的“反击”。黄光裕是国美电器的创始人，同时也是国美电器的第一大股东，国美电器倾注了黄光裕的心血。黄光裕维护自己第一大股东地位无可非议，不应该把黄光裕对第一大股东地位的维护与公司利益对立起来。
而就陈晓来说，不论其职务是国美电器的总裁也好，是董事局主席也罢，从根本上讲，陈晓只是一个职业经理人。作为职业经理人当然要对公司的发展负责，对投资者负责，对企业员工负责，但同样也要对公司的第一大股东负责，没有必要将第一大股东利益与公司利益、公司员工利益、公司投资者利益对立起来。难道为了公司利益就一定要牺牲第一大股东利益吗？而陈晓在国美电器推行的“去黄光裕化”的做法，尤其是一次次试图摊薄黄光裕第一大股东股权的做法，是不是损害了黄光裕的利益呢？
因此，作为职业经理人来说，陈晓是不称职的。也许这与陈晓原本就是永乐家电的老板身份有关，以至永乐家电被国美收购后，陈晓根本就没把自己当成是一个打工者，所以这才敢以自己1.4%股权公开与黄光裕33.98%的股权叫板。只是陈晓这种落井下石的作法，实在不是职业经理人之所为。在这方面，创维数码的张学斌在黄宏生落难后的所作所为无疑为职业经理人树立了榜样。
皮海洲
8月5日，对于国美电器来说是一个黑色的日子。这一天，国美电器创始人、公司第一大股东黄光裕与国美董事局之间的矛盾彻底激化。黄光裕全资控股的国美电器大股东Shinning Crown，要求举行临时股东大会，撤销陈晓的公司执行董事及董事局主席职务；而国美电器董事局也反戈一击，于当天下午将黄光裕告上法庭。
第一大股东与公司董事局“交恶”，这对公司的发展是不利的。8月6日国美电器股价大跌12.09%，表明了市场对待这件事情的态度。由于目前黄光裕身陷囹圄，拥有行动自由的陈晓自然在舆论上占尽先机，比如称国美对黄光裕彻底失望，称黄光裕“旧部”集体倒戈，称国美员工、国美投资者支持陈晓一方等等，黄光裕似乎众叛亲离。
在国内的上市公司中，第一大股东往往扮演着公众投资者利益“对立面”的角色。国美电器虽然是一家在港上市的公司，但终究是一家内地企业，更何况黄光裕2008年1月及2月前后策划的回购公司股份一事，被认为是违反公司董事的信托责任及信任的行为，所以，黄光裕的利益似乎也是与其他投资者的利益相对立的，甚至是与国美电器的利益相对立。于是，作为国美电器董事局主席的陈晓，义无反顾地选择了维护广大投资者利益、维护国美电器公司利益。陈晓似乎成了正义的化身。
应该承认，在“黄光裕事件”发生后，陈晓为维护国美电器的稳定，为国美电器度过“黄光裕事件”带来的危机作出了巨大的贡献。就个人的经营管理能力而言，正如黄光裕评价的那样：“再也找不到比陈晓更合适的总裁人选”。但尽管如此，在黄光裕与国美董事局矛盾的产生与升级问题上，陈晓负有不可推卸的责任。
应该理解黄光裕为维护自身权益对国美董事局所进行的“反击”。黄光裕是国美电器的创始人，同时也是国美电器的第一大股东，国美电器倾注了黄光裕的心血。黄光裕维护自己第一大股东地位无可非议，不应该把黄光裕对第一大股东地位的维护与公司利益对立起来。
而就陈晓来说，不论其职务是国美电器的总裁也好，是董事局主席也罢，从根本上讲，陈晓只是一个职业经理人。作为职业经理人当然要对公司的发展负责，对投资者负责，对企业员工负责，但同样也要对公司的第一大股东负责，没有必要将第一大股东利益与公司利益、公司员工利益、公司投资者利益对立起来。难道为了公司利益就一定要牺牲第一大股东利益吗？而陈晓在国美电器推行的“去黄光裕化”的做法，尤其是一次次试图摊薄黄光裕第一大股东股权的做法，是不是损害了黄光裕的利益呢？
因此，作为职业经理人来说，陈晓是不称职的。也许这与陈晓原本就是永乐家电的老板身份有关，以至永乐家电被国美收购后，陈晓根本就没把自己当成是一个打工者，所以这才敢以自己1.4%股权公开与黄光裕33.98%的股权叫板。只是陈晓这种落井下石的作法，实在不是职业经理人之所为。在这方面，创维数码的张学斌在黄宏生落难后的所作所为无疑为职业经理人树立了榜样。
黄光裕方面反驳称贝恩资本进入另有原因
http://finance.sina.com.cn/roll/20100813/06258474834.shtml
国美电器副总裁孙一丁、李俊涛、牟贵先、何阳青及财务总监方巍昨集体表态
每经记者 郎振 发自北京
“前所未有的团结！”对于目前的团队，国美电器5位高管给出了这样的评价。
昨日(8月12日)，国美电器副总裁孙一丁、李俊涛、牟贵先、何阳青及财务总监方巍等5名高管集体亮相，接受《每日经济新闻》等媒体专访，就黄光裕与国美董事会之间的相关问题进行了回应。
“大家对国美现在的发展状况和战略转型持非常认可的态度，这就是国美的未来。”一位副总裁表示。加上此前已表态的国美总裁王俊洲等人，国美高管团队几乎全部出场表态，并站到陈晓这边。
孙一丁表示，经营团队现在所做的一切，都是为了企业发展，“我们只做正确的事情，如果看不到企业未来的发展，留下就没有必要了。”牟贵先也表达了类似观点。
同在昨日，一位“黄系”核心人士在接受《每日经济新闻》记者采访时，表达了两点：“首先，目前双方的矛盾是股东对企业前途命运的看法，这是股东层面的问题，应该交给股东大会来表决，和管理层关联不大。其次，大股东对国美电器的前途和未来是非常看重的，重组董事会以后，也会与现在的管理层进行积极合作。”
对于8月下旬即将召开的临时股东大会，孙一丁表示，相信包括机构在内的所有投资者，都会对现在国美的发展战略有着自己的认识和理解。
为何战略转型？高管：资金缺口太大
据黄系知情人士透露，2008年以前，黄光裕操盘国美电器时，苏宁大概只占国美市场份额的60%。如今，国美旗下拥有国美、永乐、大中三大品牌的业务体系，却和苏宁只打了平手，上市公司的业绩甚至不如苏宁，这是黄光裕不能接受的。
对此说法，5名高管有话想说。
“黄总当年因经济犯罪原因被羁押之后，我们陷入了极度的困境之中，”孙一丁说，“那时候是心乱如麻、束手无策。”
方巍说，黄光裕出事后，当时主要的合作银行都采取了审慎态度，甚至一度停止了合作。“我们上市公司部分的整体授信额度，从60亿下降到10亿。那时还要面临2014CB赎回的压力，共计52亿港元。我们进行了测算，加上2014CB，整个资金缺口达30亿元以上。”
“这就是当时考虑战略转型的原因”，孙一丁表示。
据了解，2008年底开始，国美电器改变以往一直延续行业发展初期的以门店扩张为主的发展策略。因为这一策略虽然成就了国美的规模，但也沉淀下了一些亏损且恢复无望的门店，这些门店占用了公司大量资金和资源。国美电器2008年财报显示，当年第四季度营业收入为7800万元，利润率只有0.78%，降至历史最低。
“关闭了一些亏损且恢复无望的门店后，对当时的资金压力起到了很大程度的缓解作用”，孙一丁说。
高管们称，2010年第一季度财报显示，国美门店数量同比下降，销售额却大幅攀升，平均单店销售业绩也大幅增长。这表明关闭亏损门店策略是正确的，但大股东居然指责决策失误，很难理解。
不过，目前国美也在改变战略，开始一定幅度的扩张。孙一丁解释说，上市公司部分将至少开设80家门店，非上市部分至少要开设40家。“我们的前提是，在单店能力得到保证之下，重新开始谨慎的扩张思路。如果没有单店质量的提升，是不可能保护公司利润的。”
为何引进贝恩？高管：仅它符合条件
贝恩资本的进入，是黄光裕和国美董事会争端的一个重要因素。方巍昨日告诉《每日经济新闻》记者，当初引进贝恩资本，是综合考虑各方面利益的结果，其中也包括黄光裕的利益，而且“大股东股权没有摊薄”。
据悉，当时贝恩同意认购国美发行的18亿港元可转股债券，同时获得国美董事会3个非执行董事席位。同时，国美还向老股东发行新股。两项举措共筹得32亿港元，初步化解了现金流危机。
方巍认为，6月22日国美股票复牌是一个标志性时刻，“如果没有融资成功，公司的经营还是极度困难的。同时，这次融资也充分保护了大股东利益。”
牟贵先透露，当时一共有十多家资本和国美有过接触，其后谈判范围降至3家，但是，能接受大股东股权比例如此之高且不被摊薄的，只有贝恩一家。
为何大幅关店？高管：因6个月不盈利
黄光裕不仅对国美电器引入贝恩资本不满，也对门店锐减感到失望。
据了解，当年黄光裕操盘国美时，曾定下一条铁规：一定保持对苏宁电器(12.99,0.19,1.48%)1/3的领先，一旦苏宁规模达到国美90%，对国美将非常危险。
“现在的情况是，国美旗下拥有国美、永乐、大中三大品牌的业务体系，却在近两年面临许多关键性指标被苏宁不断超越的尴尬，这是黄光裕不能容忍的。”一位接近黄光裕的人士透露。
《每日经济新闻》记者从上市年报中发现，从2007年至2010年一季度，苏宁的全国门店数量从632家增至962家，国美却从726家增至859家后又减至726家。净利润方面，2007年和2009年，国美分别为11.68亿元、14.26亿元，苏宁则分别为14.65亿元、28.89亿元，超过了国美。
孙一丁介绍，国美关店的原则是6个月内是否盈利。“每个新开的门店，我们给6个月时间，如果不盈利，就关掉，然后重新选择更好的区域和地点。”
“我们现在所做的一切，都是为了企业的发展”，孙一丁认为，如果店面增长速度高于单店质量，那就意味着盈利能力大幅下降，这是非常重要的选择和发展战略，对未来的发展将起到重要作用。
“黄系”反驳：贝恩资本进入另有原因
对于5名高管就贝恩资本进入国美的解释，《每日经济新闻》记者就此向“黄系”核心人士求证时，却得到了相反的说法。
该人士称，当时国美融资时，有多家资本表示出兴趣，“但是这些信息反馈到主导这件事情的高层那里之后，给我们的回答是时间不够，根本就没有进行谈判。”
“最后只剩下了华平、KKR和贝恩”，该人士说，真正进入实质性谈判的，只有贝恩一家，“说其他几家资本的条件苛刻是没有根据的，因为他们根本就没有进入到合同条款的谈判之中，所以，另外几家和贝恩之间就根本无从比较。”
另外，针对国美关店的做法，该人士也提出了不同看法，“6个月的时间点没错，这是国美以前、现在和将来始终都要坚持的策略，但不能将这一标准简单化。关掉平均线以下的门店，单店效益确实会提高，但同时也丧失了市场占有率。”
“国美20多年一直强调以提高市场占有率、扩大规模为优先发展的策略，当然同时也要把精细化管理、把单店的经营效益发挥出来，这是一个长短结合的战略目标”，该人士指出，门店的开与关，肯定要同时进行，调整是应该的，但绝对数要有上升。
国美电器副总裁孙一丁、李俊涛、牟贵先、何阳青及财务总监方巍昨集体表态
每经记者 郎振 发自北京
“前所未有的团结！”对于目前的团队，国美电器5位高管给出了这样的评价。
昨日(8月12日)，国美电器副总裁孙一丁、李俊涛、牟贵先、何阳青及财务总监方巍等5名高管集体亮相，接受《每日经济新闻》等媒体专访，就黄光裕与国美董事会之间的相关问题进行了回应。
“大家对国美现在的发展状况和战略转型持非常认可的态度，这就是国美的未来。”一位副总裁表示。加上此前已表态的国美总裁王俊洲等人，国美高管团队几乎全部出场表态，并站到陈晓这边。
孙一丁表示，经营团队现在所做的一切，都是为了企业发展，“我们只做正确的事情，如果看不到企业未来的发展，留下就没有必要了。”牟贵先也表达了类似观点。
同在昨日，一位“黄系”核心人士在接受《每日经济新闻》记者采访时，表达了两点：“首先，目前双方的矛盾是股东对企业前途命运的看法，这是股东层面的问题，应该交给股东大会来表决，和管理层关联不大。其次，大股东对国美电器的前途和未来是非常看重的，重组董事会以后，也会与现在的管理层进行积极合作。”
对于8月下旬即将召开的临时股东大会，孙一丁表示，相信包括机构在内的所有投资者，都会对现在国美的发展战略有着自己的认识和理解。
为何战略转型？高管：资金缺口太大
据黄系知情人士透露，2008年以前，黄光裕操盘国美电器时，苏宁大概只占国美市场份额的60%。如今，国美旗下拥有国美、永乐、大中三大品牌的业务体系，却和苏宁只打了平手，上市公司的业绩甚至不如苏宁，这是黄光裕不能接受的。
对此说法，5名高管有话想说。
“黄总当年因经济犯罪原因被羁押之后，我们陷入了极度的困境之中，”孙一丁说，“那时候是心乱如麻、束手无策。”
方巍说，黄光裕出事后，当时主要的合作银行都采取了审慎态度，甚至一度停止了合作。“我们上市公司部分的整体授信额度，从60亿下降到10亿。那时还要面临2014CB赎回的压力，共计52亿港元。我们进行了测算，加上2014CB，整个资金缺口达30亿元以上。”
“这就是当时考虑战略转型的原因”，孙一丁表示。
据了解，2008年底开始，国美电器改变以往一直延续行业发展初期的以门店扩张为主的发展策略。因为这一策略虽然成就了国美的规模，但也沉淀下了一些亏损且恢复无望的门店，这些门店占用了公司大量资金和资源。国美电器2008年财报显示，当年第四季度营业收入为7800万元，利润率只有0.78%，降至历史最低。
“关闭了一些亏损且恢复无望的门店后，对当时的资金压力起到了很大程度的缓解作用”，孙一丁说。
高管们称，2010年第一季度财报显示，国美门店数量同比下降，销售额却大幅攀升，平均单店销售业绩也大幅增长。这表明关闭亏损门店策略是正确的，但大股东居然指责决策失误，很难理解。
不过，目前国美也在改变战略，开始一定幅度的扩张。孙一丁解释说，上市公司部分将至少开设80家门店，非上市部分至少要开设40家。“我们的前提是，在单店能力得到保证之下，重新开始谨慎的扩张思路。如果没有单店质量的提升，是不可能保护公司利润的。”
为何引进贝恩？高管：仅它符合条件
贝恩资本的进入，是黄光裕和国美董事会争端的一个重要因素。方巍昨日告诉《每日经济新闻》记者，当初引进贝恩资本，是综合考虑各方面利益的结果，其中也包括黄光裕的利益，而且“大股东股权没有摊薄”。
据悉，当时贝恩同意认购国美发行的18亿港元可转股债券，同时获得国美董事会3个非执行董事席位。同时，国美还向老股东发行新股。两项举措共筹得32亿港元，初步化解了现金流危机。
方巍认为，6月22日国美股票复牌是一个标志性时刻，“如果没有融资成功，公司的经营还是极度困难的。同时，这次融资也充分保护了大股东利益。”
牟贵先透露，当时一共有十多家资本和国美有过接触，其后谈判范围降至3家，但是，能接受大股东股权比例如此之高且不被摊薄的，只有贝恩一家。
为何大幅关店？高管：因6个月不盈利
黄光裕不仅对国美电器引入贝恩资本不满，也对门店锐减感到失望。
据了解，当年黄光裕操盘国美时，曾定下一条铁规：一定保持对苏宁电器(12.99,0.19,1.48%)1/3的领先，一旦苏宁规模达到国美90%，对国美将非常危险。
“现在的情况是，国美旗下拥有国美、永乐、大中三大品牌的业务体系，却在近两年面临许多关键性指标被苏宁不断超越的尴尬，这是黄光裕不能容忍的。”一位接近黄光裕的人士透露。
《每日经济新闻》记者从上市年报中发现，从2007年至2010年一季度，苏宁的全国门店数量从632家增至962家，国美却从726家增至859家后又减至726家。净利润方面，2007年和2009年，国美分别为11.68亿元、14.26亿元，苏宁则分别为14.65亿元、28.89亿元，超过了国美。
孙一丁介绍，国美关店的原则是6个月内是否盈利。“每个新开的门店，我们给6个月时间，如果不盈利，就关掉，然后重新选择更好的区域和地点。”
“我们现在所做的一切，都是为了企业的发展”，孙一丁认为，如果店面增长速度高于单店质量，那就意味着盈利能力大幅下降，这是非常重要的选择和发展战略，对未来的发展将起到重要作用。
“黄系”反驳：贝恩资本进入另有原因
对于5名高管就贝恩资本进入国美的解释，《每日经济新闻》记者就此向“黄系”核心人士求证时，却得到了相反的说法。
该人士称，当时国美融资时，有多家资本表示出兴趣，“但是这些信息反馈到主导这件事情的高层那里之后，给我们的回答是时间不够，根本就没有进行谈判。”
“最后只剩下了华平、KKR和贝恩”，该人士说，真正进入实质性谈判的，只有贝恩一家，“说其他几家资本的条件苛刻是没有根据的，因为他们根本就没有进入到合同条款的谈判之中，所以，另外几家和贝恩之间就根本无从比较。”
另外，针对国美关店的做法，该人士也提出了不同看法，“6个月的时间点没错，这是国美以前、现在和将来始终都要坚持的策略，但不能将这一标准简单化。关掉平均线以下的门店，单店效益确实会提高，但同时也丧失了市场占有率。”
“国美20多年一直强调以提高市场占有率、扩大规模为优先发展的策略，当然同时也要把精细化管理、把单店的经营效益发挥出来，这是一个长短结合的战略目标”，该人士指出，门店的开与关，肯定要同时进行，调整是应该的，但绝对数要有上升。
黄光裕家族：陈晓出局是唯一正确选择
http://finance.sina.com.cn/roll/20100812/01378466020.shtml
http://www.sina.com.cn 2010年08月12日 01:37 21世纪经济报道
黄光裕与陈晓
丁磊
对国美电器的控制权之争，棋至中盘。
目前，争夺的双方，黄光裕家族与国美电器董事局主席陈晓，皆在争取更多的筹码——股东，尤其是机构投资者手中的选票。而他们的最终对决，将是即将召开的临时股东大会。
在这场对决中，黄光裕家族的目标只有一个，驱逐陈晓，让黄光裕家族的代言人进入国美电器董事会。
8月11日，一位接近国美电器大股东Shinning Crown 的权威人士，接受了本报记者的采访。这位代表黄光裕家族发言的人士称，“我们将在最短的时间内自行召开股东大会”，并称，“陈晓退出董事局，是解决当前危机的唯一正确选择”。
在黄光裕及其妻杜鹃入狱之后，目前，黄氏家族的代言人由“三驾马车”组成：黄光裕大妹、鹏润投资董事长黄秀虹，二妹黄燕虹，以及中关村(7.84,-0.06,-0.76%)副董事长、律师邹晓春。后二者，也是黄光裕提议新增的两名国美电器执行董事。
目前，拥有国美电器34%股权的黄光裕家族，无疑已经拥有了先发优势。但陈晓的胜出并非没有可能。最终左右胜负天平的，将是拥有44.84%国美电器股权的机构投资者。
而在机构投资者中，贝恩的角色尤为关键，因为，只有在其将持有的“债权”转为“股权”之后，陈晓阵营才真实地拥有了约11%的投票权，而黄光裕家族的投票权也将因此被摊薄至29.8%。
在大约一个月后的最终决战前，黄光裕家族和陈晓将率先打响一场机构争夺战。
陈晓退出是唯一正确选择
《21世纪》：你们提议的特别股东大会，最终是否会召开？在此之前，双方有无和解的可能？
黄光裕家族：按照相关规则和目前局势，临时股东大会一定会召开的。如果董事局不召开，国美大股东Shinning Crown会在最短的时间内自行召开。
陈晓退出董事局，是解决当前危机的唯一正确选择。这种结果，对公司的负面影响最小，最符合大多数股东的利益。在陈晓主动辞职的前提下，对他提出的合理要求，我们会尽量考虑。
《21世纪》：为什么将矛头首先指向陈晓？你们如何看待一些旧部的倒戈？
黄光裕家族：一方面，我们发现了陈晓在利用国美股东周年大会授予董事局发20%新股的权利，不顾上市公司现金充裕和摊薄老股东的权益，欲低价再发20%新股的阴谋。另一方面，陈晓改变了国美电器一贯坚持的战略发展方向——在提高市场占有率的前提下，通过管理来持续提升企业效益。
这一年来，陈晓以牺牲企业的市场占有率，以简单地、大量地关闭平均线以下门店的方法，通过“做业绩”，来粉饰国美报表，达到在国美内部和市场上扩大个人影响的目的。苏宁电器(12.80,0.00,0.00%)的规模原来只是国美电器的60%左右，现在正在全面超越，就是明证。
正是考虑上述两个方面的原因，国美大股东Shinning Crown在7月19日派出代表与陈晓私下谈判未果的前提下，才不得不在8月4日晚上向董事局发函，要求召开临时股东大会，审议撤消董事局发20%新股的授权和重组董事局的五项议案。
(至于“旧部倒戈”，)我们相信，国美管理团队和员工是伴随国美电器从小到大成长起来的，我们对国美团队非常有信心，对他们为公司作出的贡献非常肯定。
其他董事和高层应当多关注此事件深层次内涵，应当站在符合公司长远利益的立场。
《21世纪》：如果股东大会召开，要求“陈晓去职”的普通议案，只需获得参与投票的半数股东支持，即可生效，哪些因素将决定此次对决的结果？
黄光裕家族：我们始终认为，股东动议是否符合大多数的股东利益，是决定胜负的关键。我们确信，动议会得到包括机构投资者在内的大多数股东的投票支持。
机构不应介入股东纷争
《21世纪》：机构投资者的角色至关重要。比如贝恩，会否及时由债权人转变为股东，并参与投票？大摩、摩根大通等主要机构将支持谁？
黄光裕家族：机构投资者将在临时股东大会上起到重要的作用。大股东的动议如果得到支持，陈晓的出局就是必然的了。
贝恩作为财务投资者，它是“可转债”的持有者，它在没有转股以前，是上市公司的债权人。理智的财务投资者一般不会加入其他股东的纷争，也不应该为了投票去转换股票，一般是要卖股套现的前一天，才会转股，以避免任何可能的风险。否则，也是对自己的投资者不负责任的表现。
我们目前已与多家机构投资者沟通过，综合各方意见后认为，在临时股东大会上将有足够多的投资者支持大股东的动议。大股东与很多有实力的机构投资者建立了长期的良好合作关系。
《21世纪》：在股东大会召开之前，国美电器董事会有可能会再度增发20%，此举会否达到“摊薄黄家族股权，降低影响力”的效果？如果最终实施增发，黄光裕家族能否筹措到足够的资金参与增发，以保证不被摊薄？
黄光裕家族：据我方了解，陈晓私下正在做发行新股的工作，不排除任何可能。
但目前，我们并没有看到董事局关于增发的公告。为了避嫌，我们认为，陈晓应该公开承诺在召开股东大会之前，不会增发新股。
我们认为，如果董事局在临时股东大会召开前增发，肯定是有损于包括大股东在内的所有投资者利益的行为。对此，我们将坚决反对。目前公司经营稳定，资金充裕，没有必要增发新股，摊薄老股东的权益。
我们有能力领导国美
《21世纪》：如果陈晓最终出局，国美电器将由谁来领导？如何看待“你们不具备领导国美电器的能力”的说法？
黄光裕家族：如果我们提名的执行董事能够顺利当选，国美董事局将重新选举产生董事局主席。新的董事局将与国美团队一起，把公司重新带回到高速发展道路上来。
请大家不要忘记了，陈晓创办“永乐电器”在上市一年以后的2006年上半年，就面临生死存亡的境地，为了避免“永乐中国”被国际资本全面接盘，正是国美电器施予了援手。这一事实表明，陈晓才不具备领导一家大型企业的能力。
《21世纪》：“当自己的利益和其他股东利益有冲突的时候，黄光裕首先保护自己的利益。你会跟着这样的人走吗？”对于这一指责，你如何看待？
黄光裕家族：这种指责是没有任何事实依据的。大股东提出的五项动议，正是考虑到需要维护所有股东利益的出发点才提出的。
《21世纪》：目前，你们与黄光裕夫妇的沟通是否顺畅？通过何种途径沟通？
黄光裕家族：一直以来，我们都是通过律师在做沟通工作，陈晓和管理层也可以通过国美的律师进行沟通。
http://www.sina.com.cn 2010年08月12日 01:37 21世纪经济报道
黄光裕与陈晓
丁磊
对国美电器的控制权之争，棋至中盘。
目前，争夺的双方，黄光裕家族与国美电器董事局主席陈晓，皆在争取更多的筹码——股东，尤其是机构投资者手中的选票。而他们的最终对决，将是即将召开的临时股东大会。
在这场对决中，黄光裕家族的目标只有一个，驱逐陈晓，让黄光裕家族的代言人进入国美电器董事会。
8月11日，一位接近国美电器大股东Shinning Crown 的权威人士，接受了本报记者的采访。这位代表黄光裕家族发言的人士称，“我们将在最短的时间内自行召开股东大会”，并称，“陈晓退出董事局，是解决当前危机的唯一正确选择”。
在黄光裕及其妻杜鹃入狱之后，目前，黄氏家族的代言人由“三驾马车”组成：黄光裕大妹、鹏润投资董事长黄秀虹，二妹黄燕虹，以及中关村(7.84,-0.06,-0.76%)副董事长、律师邹晓春。后二者，也是黄光裕提议新增的两名国美电器执行董事。
目前，拥有国美电器34%股权的黄光裕家族，无疑已经拥有了先发优势。但陈晓的胜出并非没有可能。最终左右胜负天平的，将是拥有44.84%国美电器股权的机构投资者。
而在机构投资者中，贝恩的角色尤为关键，因为，只有在其将持有的“债权”转为“股权”之后，陈晓阵营才真实地拥有了约11%的投票权，而黄光裕家族的投票权也将因此被摊薄至29.8%。
在大约一个月后的最终决战前，黄光裕家族和陈晓将率先打响一场机构争夺战。
陈晓退出是唯一正确选择
《21世纪》：你们提议的特别股东大会，最终是否会召开？在此之前，双方有无和解的可能？
黄光裕家族：按照相关规则和目前局势，临时股东大会一定会召开的。如果董事局不召开，国美大股东Shinning Crown会在最短的时间内自行召开。
陈晓退出董事局，是解决当前危机的唯一正确选择。这种结果，对公司的负面影响最小，最符合大多数股东的利益。在陈晓主动辞职的前提下，对他提出的合理要求，我们会尽量考虑。
《21世纪》：为什么将矛头首先指向陈晓？你们如何看待一些旧部的倒戈？
黄光裕家族：一方面，我们发现了陈晓在利用国美股东周年大会授予董事局发20%新股的权利，不顾上市公司现金充裕和摊薄老股东的权益，欲低价再发20%新股的阴谋。另一方面，陈晓改变了国美电器一贯坚持的战略发展方向——在提高市场占有率的前提下，通过管理来持续提升企业效益。
这一年来，陈晓以牺牲企业的市场占有率，以简单地、大量地关闭平均线以下门店的方法，通过“做业绩”，来粉饰国美报表，达到在国美内部和市场上扩大个人影响的目的。苏宁电器(12.80,0.00,0.00%)的规模原来只是国美电器的60%左右，现在正在全面超越，就是明证。
正是考虑上述两个方面的原因，国美大股东Shinning Crown在7月19日派出代表与陈晓私下谈判未果的前提下，才不得不在8月4日晚上向董事局发函，要求召开临时股东大会，审议撤消董事局发20%新股的授权和重组董事局的五项议案。
(至于“旧部倒戈”，)我们相信，国美管理团队和员工是伴随国美电器从小到大成长起来的，我们对国美团队非常有信心，对他们为公司作出的贡献非常肯定。
其他董事和高层应当多关注此事件深层次内涵，应当站在符合公司长远利益的立场。
《21世纪》：如果股东大会召开，要求“陈晓去职”的普通议案，只需获得参与投票的半数股东支持，即可生效，哪些因素将决定此次对决的结果？
黄光裕家族：我们始终认为，股东动议是否符合大多数的股东利益，是决定胜负的关键。我们确信，动议会得到包括机构投资者在内的大多数股东的投票支持。
机构不应介入股东纷争
《21世纪》：机构投资者的角色至关重要。比如贝恩，会否及时由债权人转变为股东，并参与投票？大摩、摩根大通等主要机构将支持谁？
黄光裕家族：机构投资者将在临时股东大会上起到重要的作用。大股东的动议如果得到支持，陈晓的出局就是必然的了。
贝恩作为财务投资者，它是“可转债”的持有者，它在没有转股以前，是上市公司的债权人。理智的财务投资者一般不会加入其他股东的纷争，也不应该为了投票去转换股票，一般是要卖股套现的前一天，才会转股，以避免任何可能的风险。否则，也是对自己的投资者不负责任的表现。
我们目前已与多家机构投资者沟通过，综合各方意见后认为，在临时股东大会上将有足够多的投资者支持大股东的动议。大股东与很多有实力的机构投资者建立了长期的良好合作关系。
《21世纪》：在股东大会召开之前，国美电器董事会有可能会再度增发20%，此举会否达到“摊薄黄家族股权，降低影响力”的效果？如果最终实施增发，黄光裕家族能否筹措到足够的资金参与增发，以保证不被摊薄？
黄光裕家族：据我方了解，陈晓私下正在做发行新股的工作，不排除任何可能。
但目前，我们并没有看到董事局关于增发的公告。为了避嫌，我们认为，陈晓应该公开承诺在召开股东大会之前，不会增发新股。
我们认为，如果董事局在临时股东大会召开前增发，肯定是有损于包括大股东在内的所有投资者利益的行为。对此，我们将坚决反对。目前公司经营稳定，资金充裕，没有必要增发新股，摊薄老股东的权益。
我们有能力领导国美
《21世纪》：如果陈晓最终出局，国美电器将由谁来领导？如何看待“你们不具备领导国美电器的能力”的说法？
黄光裕家族：如果我们提名的执行董事能够顺利当选，国美董事局将重新选举产生董事局主席。新的董事局将与国美团队一起，把公司重新带回到高速发展道路上来。
请大家不要忘记了，陈晓创办“永乐电器”在上市一年以后的2006年上半年，就面临生死存亡的境地，为了避免“永乐中国”被国际资本全面接盘，正是国美电器施予了援手。这一事实表明，陈晓才不具备领导一家大型企业的能力。
《21世纪》：“当自己的利益和其他股东利益有冲突的时候，黄光裕首先保护自己的利益。你会跟着这样的人走吗？”对于这一指责，你如何看待？
黄光裕家族：这种指责是没有任何事实依据的。大股东提出的五项动议，正是考虑到需要维护所有股东利益的出发点才提出的。
《21世纪》：目前，你们与黄光裕夫妇的沟通是否顺畅？通过何种途径沟通？
黄光裕家族：一直以来，我们都是通过律师在做沟通工作，陈晓和管理层也可以通过国美的律师进行沟通。
Wednesday, August 11, 2010
2010 Berkshire Meeting
http://seshnath.blogspot.com/
Going to Omaha and Pasadena every May had become a fixture in my life for the past few years. I decided to break with this little tradition starting this year. Initial thoughts were driven by the difficulty of managing two mostly personal trips to the other side of the world in a gap of one month (the second for other unavoidable reasons). Then, came the news that Berkshire was splitting the B shares and the final nail in the coffin was that the canceled international shareholders meet and greet. The last one is where people from outside North America got to meet the man himself. Besides, over the years the quality of the crowd has been deteriorating, that is, in their seriousness towards Berkshire business. Now, it has ceased to be less of a convention and more of a vacation spot.
My decision cannot be equated with a full blown-out divorce, it is more like a couple deciding that they need to spend time apart. And, the big significant difference is this relationship is one sided commitment from my side.
Twitter and live coverage by Omaha World Herald andMorningstar made up for the physical distance. Other bloggers have done an excellent job of note taking and posting them. I am posting some links at the end here.
First some excerpts from the annual report for 2009 and the letter to shareholders:-
Dividends
Following a question in 2009 meeting, he added an explanation to the Principle 9 of the Owner's Manual. (For the uninitiated, Berkshire codified its Owner-related principles in 1996 and it addresses the agency problems inherent in a corporate form of organisation where the manager's interests and the owner-shareholder's interests are not aligned. It is a must read for any management/finance professional).
"We feel noble intentions should be checked periodically against results. We test the wisdom of retaining earnings by assessing whether retention, over time, delivers shareholders at least $1 of market value for each $1 retained. To date, this test has been met. We will continue to apply it on a five-year rolling basis. As our net worth grows, it is more difficult to use retained earnings wisely.
I should have written the “five-year rolling basis” sentence differently, an error I didn’t realize until I received a question about this subject at the 2009 annual meeting.
When the stock market has declined sharply over a five-year stretch, our market-price premium to book value has sometimes shrunk. And when that happens, we fail the test as I improperly formulated it. In fact, we fell far short as early as 1971-75, well before I wrote this principle in 1983.
The five-year test should be: (1) during the period did our book-value gain exceed the performance of the S&P; and (2) did our stock consistently sell at a premium to book, meaning that every $1 of retained earnings was always worth more than $1? If these tests are met, retaining earnings has made sense."
Earlier it said:
"We continue to pass the test, but the challenges of doing so have grown more difficult. If we reach the point that we can’t create extra value by retaining earnings, we will pay them out and let our shareholders deploy the funds." And, the question last year was, since you failed this test, will you pay a dividend?
From this year's meeting - "Buffett is asked about whether Berskshire would issue a dividend. Buffett says every dollar left in the business has produced something over a $1.30. Buffett says Berkshire has met the test of finding profitability. Berkshire has made every $1 of retained earnings make more than $1. Buffett says if the company does that over time, it will continue to retain earnings. "
Investment Strategy
"In earlier days, Charlie and I shunned capital-intensive businesses such as public utilities. Indeed, the best businesses by far for owners continue to be those that have high returns on capital and that require little incremental investment to grow. We are fortunate to own a number of such businesses, and we would love to buy more. Anticipating, however, that Berkshire will generate ever-increasing amounts of cash, we are today quite willing to enter businesses that regularly require large capital expenditures. We expect only that these businesses have reasonable expectations of earning decent returns on the incremental sums they invest. If our expectations are met – and we believe that they will be – Berkshire’s ever-growing collection of good to great businesses should produce above-average, though certainly not spectacular, returns in the decades ahead."
Tweets:-
when premiums are wrong, go play golf. (too many ppl confuse action w progress/value)
Buffett: events around world of last few years makes me more bearish on all currencies than before
We have always had the same potential, it's our perception of what is possible that changes.
Buffett: lending money (buying bonds) boils down to "are they going to broke or not", equity q is much more complicated
Buffett: I knew enough to lend them money, but didn't have enough info to buy the equity [in Harley]
LOL! Buffett: I kinda like a business where guys tattoo your name on their chest [re: Harley]
"If you wanted to bet on higher or lower inflation, you'd want to vote on higher. Maybe a lot higher."
Buffett: your money can be inflated away, but your talent can't be inflated away--regardless of the currency
Buffett: if inflation gets going, it will be hard to stop; trend is not destiny, we have power to control our future
"Talent is the perfect asset to deal with any monetary condition (inflation/deflation). Charlie and I will have to rely on money."
When it comes to managing money, Charlie Munger just said: "Take the high road. It's far less crowded."
"I think we're in for a long period for where the ordinary result is not going to be very exciting." -- Munger.
Charlie: equities are the best of a bad lot of available opportunities. In for a long period where ordinary result not exciting
Charlie: fundamental theory is pragmatism because it suits our natures and because it seems to work better
"It's not about how big your circle of competence is but rather on knowing where the perimeter is" -Buffett
Buffett says the pressure of extraordinarily low interest rates on asset prices is hard to overestimate
Buffet on 0.10% interest rates: If you invested at 0.10% when Columbus landed...you would have almost doubled your money by now!
Speculators do no harm if they are bubbles on a steady stream of enterprise - WB quoting Keynes
...but it will be ill-done if enterprise becomes a bubble on a whirlpool of speculation - Buffett quoting Keynes
Munger says stats on gov't debt are misleading because only includes bonds outstanding and not unfunded obligations
"if you want to give away all of your money to charity, it's a great tax dodge." - Warren Buffet
Munger: If BRK would create make-work jobs to increase human hope, the effect over time would be to reduce human hope
"If you believe in creative destruction...as we do in this country..you better also have a social safety net" -Buffett
Munger: The politicians are not behaving better now that the newspapers are weakening. We're going to miss the newspapers.
Munger: It can be hard in India because of gov't regulations. This could lead to faster growth in other emerging markets like China
On buying a rail road:-
"Our BNSF operation, it should be noted, has certain important economic characteristics that resemble those of our electric utilities. In both cases we provide fundamental services that are, and will remain, essential to the economic well-being of our customers, the communities we serve, and indeed the nation. Both will require heavy investment that greatly exceeds depreciation allowances for decades to come. Both must also plan far ahead to satisfy demand that is expected to outstrip the needs of the past. Finally, both require wise regulators who will provide certainty about allowable returns so that we can confidently make the huge investments required to maintain, replace and expand the plant.
We see a “social compact” existing between the public and our railroad business, just as is the case with our utilities. If either side shirks its obligations, both sides will inevitably suffer. Therefore, both parties to the compact should – and we believe will – understand the benefit of behaving in a way that encourages good behavior by the other. It is inconceivable that our country will realize anything close to its full economic potential without its possessing first-class electricity and railroad systems. We will do our part to see that they exist.
In the future, BNSF results will be included in this “regulated utility” section. Aside from the two businesses having similar underlying economic characteristics, both are logical users of substantial amounts of debt that is not guaranteed by Berkshire. Both will retain most of their earnings. Both will earn and invest large sums in good times or bad, though the railroad will display the greater cyclicality. Overall, we expect this regulated sector to deliver significantly increased earnings over time, albeit at the cost of our investing many tens – yes, tens – of billions of dollars of incremental equity capital."
Managing and Evaluating Managerial Performance
Buffett clarifies Berkshire's measurement metrics for evaluating managerial performance. "From the start, Charlie and I have believed in having a rational and unbending standard for measuring what we have – or have not – accomplished. That keeps us from the temptation of seeing where the arrow of performance lands and then painting the bull’s eye around it."
Then he guides you through the maze of seemingly complex thought process to arrive at a simple solution that is typical of Buffett. S&P 500 is the benchmark; Berkshire's share price can be influenced by market forces that are beyond the control of the management; intrinsic value of Berkshire is hard to calculate; so we use book value though it understates. Then he goes to show you what if they had calculated performance using market value. And the conclusion, "..our defense has been better than our offense, and that’s likely to continue." and that "our performance advantage has shrunk dramatically as our size has grown, an unpleasant trend that is certain to continue." and promises better-than-average results due to the outstanding businesses and truly great managers.
Reiterating the managerial excellence is a little movie that is played with music to "My Favorite Things" from The Sound of Music. And comments like "If Charlie, I and Ajit are ever in a sinking boat – and you can only save one of us – swim to Ajit." (talking about Ajit Jain of National Indemnity)
From the meeting (courtesy Omaha World Herald's Joe Ruff)- "Buffett is asked about compensation of its managers. Buffett says Berkshire never uses a compensation consultation. Buffett says it is hard to determine one standard for Berkshire's diverse companies. Buffett says some businesses are easier to manage than others, some use more capital expenses than others. Buffett says he tries to figure out how best to pay people based on the economic characteristics of their industries. Buffett says it does not take that much time and it is not rocket science. But he says it does take some understanding of the characteristics of the different companies. And he says it requires some interaction with the managers, with them and Buffett sharing ideas about what they really are contributing to the company. Buffett says Berkshire pays some big money, with manager making 10s of millions annually. And we have managers if we suffer they suffer. But Buffett says everyone wants to be treated fairly. Buffett says the important thing is to have the salaries reached understood by the managers. Buffett says managers really need to widen their moats compared with other companies in their industries. Munger says it is amazing how simple it has been, how little time it has taken and how well it has worked."
"Buffett is asked about having managers who misbehave ethically or legally. Would Berkshire intervene then? Buffett says yes, sure. Buffett says he wants to hear about problems. Buffett says there is an internal function in Berkshire that anything that comes in relating to alleged bad behavior it will be investigated by Berkshire. Everyone once in awhile there have been important transgressions that have come to me. We encourage that. Buffett says a letter goes out every two years, a page and half long. Buffett says in the letter it talks about having more money than it needs, but reputation is important. Buffett says a new line says if reason you are doing something because the next guy is doing it, that is not good enough. Buffett says there has to be a reason better than that. Buffett says Berkshire will have more trouble than it has in the past because it is so much bigger than it used to be. But Buffett says he and Munger want to hear about it fast if there is trouble."
Tweets:-
Buffett on compensation: It's not rocket science but requires an interaction w/ managers: what do they actually add 2 the company?
Buffett: what I pay managers for is to widen the moat
Buffett on compensation: You still have to treat people fair, even if they don't need the money.
"Lose money for the firm and I will be understanding. Lose a shred of reputation for the firm and I will be ruthless."
"When something is found or alleged: Get it right, get it fast, get it out, get it over. But get it right is number one".WB
There are many CEOs in america I would like to see gone and Loyd Blankfein is not one of them, says Charlie
All I want to know is where I’m going to die, so I’ll never go there
I would love to see another annual report with the following appropriate counsel on avoiding trouble - "Long ago, Charlie laid out his strongest ambition: “All I want to know is where I’m going to die, so I’ll never go there.” That bit of wisdom was inspired by Jacobi, the great Prussian mathematician, who counseled “Invert, always invert” as an aid to solving difficult problems. (I can report as well that this inversion approach works on a less lofty level: Sing a country song in reverse, and you will quickly recover your car, house and wife.)"
What won't Berkshire do?
- avoid businesses whose future they cannot evaluate;
- never be dependent on the kindness of strangers;
- subsidiaries operate on their own - "would rather suffer the visible costs of a few bad decisions than incur the many invisible costs that come from decisions made too slowly – or not at all – because of a stifling bureaucracy."...."Charlie and I will limit ourselves to allocating capital, controlling enterprise risk, choosing managers and setting their compensation."
- make no attempt to woo Wall Street. "want partners who join us at Berkshire because they wish to make a long-term investment in a business they themselves understand and because it’s one that follows policies with which they concur."
Tweets:-
""Success is avoiding stupidity" Charlie Munger ;) "
"You give human beings the flexibility to do absolutely anything they damn well please, they will go plum crazy" - CM
"You want to create a structure that minimizes the weaknesses of human behavior" -Buffett
Taking responsibility:
"Last year your chairman closed the book on a very expensive business fiasco entirely of his own making." and goes on to talk about the credit cards to GEICO customers (I was one of them, who closed the card when they decided to charge the fees.)
"GEICO’s managers, it should be emphasized, were never enthusiastic about my idea. They warned me that instead of getting the cream of GEICO’s customers we would get the – – – – – well, let’s call it the non-cream. I subtly indicated that I was older and wiser.
I was just older."
"The major problem for Berkshire last year was NetJets, an aviation operation that offers fractional ownership of jets. Over the years, it has been enormously successful in establishing itself as the premier company in its industry, with the value of its fleet far exceeding that of its three major competitors combined. Overall, our dominance in the field remains unchallenged."
"NetJets’ business operation, however, has been another story. In the eleven years that we have owned the company, it has recorded an aggregate pre-tax loss of $157 million. It’s clear that I failed you in letting NetJets descend into this condition. But, luckily, I have been bailed out. Dave Sokol, the enormously talented builder and operator of MidAmerican Energy, became CEO of NetJets in August. His leadership has been transforming"
"Most important, none of the changes wrought by Dave have in any way undercut the top-of-the-line standards for safety and service that Rich Santulli, NetJets’ previous CEO and the father of the fractionalownership industry, insisted upon. Dave and I have the strongest possible personal interest in maintaining these standards because we and our families use NetJets for almost all of our flying, as do many of our directors and managers. None of us are assigned special planes nor crews. We receive exactly the same treatment as any other owner, meaning we pay the same prices as everyone else does when we are using our personal contracts. In short, we eat our own cooking. In the aviation business, no other testimonial means more."
"It’s my job to keep Berkshire far away from such problems. Charlie and I believe that a CEO must not delegate risk control. It’s simply too important. At Berkshire, I both initiate and monitor every derivatives contract on our books, with the exception of operations-related contracts at a few of our subsidiaries, such as MidAmerican, and the minor runoff contracts at General Re. If Berkshire ever gets in trouble, it will be my fault. It will not be because of misjudgments made by a Risk Committee or Chief Risk Officer."
"In my view a board of directors of a huge financial institution is derelict if it does not insist that its CEO bear full responsibility for risk control. If he’s incapable of handling that job, he should look for other employment. And if he fails at it – with the government thereupon required to step in with funds or guarantees – the financial consequences for him and his board should be severe. It has not been shareholders who have botched the operations of some of our country’s largest financial institutions. Yet they have borne the burden, with 90% or more of the value of their holdings wiped out in most cases of failure. Collectively, they have lost more than $500 billion in just the four largest financial fiascos of the last two years. To say these owners have been “bailed-out” is to make a mockery of the term. The CEOs and directors of the failed companies, however, have largely gone unscathed. Their fortunes may have been diminished by the disasters they oversaw, but they still live in grand style. It is the behavior of these CEOs and directors that needs to be changed: If their institutions and the country are harmed by their recklessness, they should pay a heavy price – one not reimbursable by the companies they’ve damaged nor by insurance. CEOs and, in many cases, directors have long benefitted from oversized financial carrots; some meaningful sticks now need to be part of their employment picture as well."
On derivative contracts:-
- Though it’s no sure thing, I expect our contracts in aggregate to deliver us a profit over their lifetime.
- Only a handful of our contracts require us to post collateral under any circumstances.
- you should expect large swings in the carrying value of these contracts. "..these wild swings neither cheer nor bother Charlie and me"
"To date we have significantly profited from the float they provide. We expect also to earn
further investment income over the life of our contracts."
"The dangers that derivatives pose for both participants and society – dangers of which we’ve long warned, and that can be dynamite – arise when these contracts lead to leverage and/or counterparty risk that is extreme. At Berkshire nothing like that has occurred – nor will it.
"Buffett is asked what useful function do derivatives serve? The questioner says we have done well without them for years. Buffett turns the question to Munger. Munger says derivatives on things like grain or other commodities are fine, but if all other derivatives vanished he would be fine with that. Buffett quotes John Maynard Keynes as saying speculators do no harm if they are bubbles on a steady stream of enterprise. But it will be ill-done if enterprise becomes a bubble on a whirlpool of speculation. Munger says if a small group with a lot of money and influence are very interested in something, they will win out. He says that is just the way it is."
Tweets:-
Warren: different prices for collateralized vs uncollateralized derivative contracts akin to renting furnished or unfurnished apt.
Munger: If all derivatives vanished, the world would be a better place
Issuing Shares for shares
"Our subsidiaries made a few small “bolt-on” acquisitions last year for cash, but our blockbuster deal with BNSF required us to issue about 95,000 Berkshire shares that amounted to 6.1% of those previously outstanding. Charlie and I enjoy issuing Berkshire stock about as much as we relish prepping for a colonoscopy.
The reason for our distaste is simple. If we wouldn’t dream of selling Berkshire in its entirety at the current market price, why in the world should we “sell” a significant part of the company at that same inadequate price by issuing our stock in a merger?
In evaluating a stock-for-stock offer, shareholders of the target company quite understandably focus on the market price of the acquirer’s shares that are to be given them. But they also expect the transaction to deliver them the intrinsic value of their own shares – the ones they are giving up. If shares of a prospective acquirer are selling below their intrinsic value, it’s impossible for that buyer to make a sensible deal in an all-stock deal. You simply can’t exchange an undervalued stock for a fully-valued one without hurting your shareholders.
Imagine, if you will, Company A and Company B, of equal size and both with businesses intrinsically worth $100 per share. Both of their stocks, however, sell for $80 per share. The CEO of A, long on confidence and short on smarts, offers 11⁄4 shares of A for each share of B, correctly telling his directors that B is worth $100 per share. He will neglect to explain, though, that what he is giving will cost his shareholders $125 in intrinsic value. If the directors are mathematically challenged as well, and a deal is therefore completed, the shareholders of B will end up owning 55.6% of A & B’s combined assets and A’s shareholders will own 44.4%. Not everyone at A, it should be noted, is a loser from this nonsensical transaction. Its CEO now runs a company twice as large as his original domain, in a world where size tends to correlate with both prestige and compensation.
If an acquirer’s stock is overvalued, it’s a different story: Using it as a currency works to the acquirer’s advantage. That’s why bubbles in various areas of the stock market have invariably led to serial issuances of stock by sly promoters. Going by the market value of their stock, they can afford to overpay because they are, in effect, using counterfeit money. Periodically, many air-for-assets acquisitions have taken place, the late 1960s having been a particularly obscene period for such chicanery. Indeed, certain large companies were built in this way. (No one involved, of course, ever publicly acknowledges the reality of what is going on, though there is plenty of private snickering.)
In our BNSF acquisition, the selling shareholders quite properly evaluated our offer at $100 per share. The cost to us, however, was somewhat higher since 40% of the $100 was delivered in our shares, which Charlie and I believed to be worth more than their market value. Fortunately, we had long owned a substantial amount of BNSF stock that we purchased in the market for cash. All told, therefore, only about 30% of our cost overall was paid with Berkshire shares.
In the end, Charlie and I decided that the disadvantage of paying 30% of the price through stock was offset by the opportunity the acquisition gave us to deploy $22 billion of cash in a business we understood and liked for the long term. It has the additional virtue of being run by Matt Rose, whom we trust and admire. We also like the prospect of investing additional billions over the years at reasonable rates of return. But the final decision was a close one. If we had needed to use more stock to make the acquisition, it would in fact have made no sense. We would have then been giving up more than we were getting.
I have been in dozens of board meetings in which acquisitions have been deliberated, often with the directors being instructed by high-priced investment bankers (are there any other kind?). Invariably, the bankers give the board a detailed assessment of the value of the company being purchased, with emphasis on why it is worth far more than its market price. In more than fifty years of board memberships, however, never have I heard the investment bankers (or management!) discuss the true value of what is being given. When a deal involved the issuance of the acquirer’s stock, they simply used market value to measure the cost. They did this even though they would have argued that the acquirer’s stock price was woefully inadequate – absolutely no indicator of its real value – had a takeover bid for the acquirer instead been the subject up for discussion.
When stock is the currency being contemplated in an acquisition and when directors are hearing from an advisor, it appears to me that there is only one way to get a rational and balanced discussion. Directors should hire a second advisor to make the case against the proposed acquisition, with its fee contingent on the deal not going through. Absent this drastic remedy, our recommendation in respect to the use of advisors remains: “Don’t ask the barber whether you need a haircut.”
"our fellows caved in and agreed to this value-destroying deal. “We need to show that we are in the hunt. Besides, it’s only a small deal,” they said, as if only major harm to shareholders would have been a legitimate reason for holding back. Charlie’s reaction at the time: “Are we supposed to applaud because the dog that fouls our lawn is a Chihuahua rather than a Saint Bernard?”
Media over-exposure
Tweet : "buffett is appearing in Wall Street 2 w/ michael Douglas? Who knew?"
From the meeting "Buffett is asked if his increased media exposure is good for Berkshire shareholders. Buffett says probably not. Buffett says he has seen over the years the development of broadcast television over print. He says if you want a record of what you actually said, instead of a reporter's and editors' interpretations, it is great to have the broadcast version. I like the idea, whether it is charlie rose or CNBC, a record of my own words, instead of someone's interpretation of it."
Ethics:-
Charlie: Every business should decline a lot of business that it doesn't. Just because it's legal, doesn't make it right
"The ideal is that we celebrate wealth only when it has been fairly won and wisely used." -Charlie Munger
Charlie: we get offered things that people won't sell to anyone else. We have our own ethics-based screening device
WB if reason you are doing something because the next guy is doing it, that is not good enough
Learning:-
"The old men (Warren & Charlie) always continue to learn which is essential!" -Charlie Munger
If you keep asking questions at a young age like that, gradually you learn. Love when Munger ruminates on his childhood.
Charlie: if you're scared to do something, maybe you should get your feet wet with a little more failure.
Charlie: go to bed each night a little wiser than you were when you got up. People who do that almost never utterly fail
Buffett says in a country where the undisciplined are unpunished it brings people to wonder why they should behave properly
"When you picked your wife, you picked the best who would take you. We should live the rest of our lives like that." Charlie Munger
I am a twit @seshnath
Links to Notes:-
http://inoculatedinvestor.blogspot.com/2010/05/2010-berkshire-hathaway-annual-meeting.html
http://www.scribd.com/doc/30895400/Annual-Meeting-2010-Final-2-0
Going to Omaha and Pasadena every May had become a fixture in my life for the past few years. I decided to break with this little tradition starting this year. Initial thoughts were driven by the difficulty of managing two mostly personal trips to the other side of the world in a gap of one month (the second for other unavoidable reasons). Then, came the news that Berkshire was splitting the B shares and the final nail in the coffin was that the canceled international shareholders meet and greet. The last one is where people from outside North America got to meet the man himself. Besides, over the years the quality of the crowd has been deteriorating, that is, in their seriousness towards Berkshire business. Now, it has ceased to be less of a convention and more of a vacation spot.
My decision cannot be equated with a full blown-out divorce, it is more like a couple deciding that they need to spend time apart. And, the big significant difference is this relationship is one sided commitment from my side.
Twitter and live coverage by Omaha World Herald andMorningstar made up for the physical distance. Other bloggers have done an excellent job of note taking and posting them. I am posting some links at the end here.
First some excerpts from the annual report for 2009 and the letter to shareholders:-
Dividends
Following a question in 2009 meeting, he added an explanation to the Principle 9 of the Owner's Manual. (For the uninitiated, Berkshire codified its Owner-related principles in 1996 and it addresses the agency problems inherent in a corporate form of organisation where the manager's interests and the owner-shareholder's interests are not aligned. It is a must read for any management/finance professional).
"We feel noble intentions should be checked periodically against results. We test the wisdom of retaining earnings by assessing whether retention, over time, delivers shareholders at least $1 of market value for each $1 retained. To date, this test has been met. We will continue to apply it on a five-year rolling basis. As our net worth grows, it is more difficult to use retained earnings wisely.
I should have written the “five-year rolling basis” sentence differently, an error I didn’t realize until I received a question about this subject at the 2009 annual meeting.
When the stock market has declined sharply over a five-year stretch, our market-price premium to book value has sometimes shrunk. And when that happens, we fail the test as I improperly formulated it. In fact, we fell far short as early as 1971-75, well before I wrote this principle in 1983.
The five-year test should be: (1) during the period did our book-value gain exceed the performance of the S&P; and (2) did our stock consistently sell at a premium to book, meaning that every $1 of retained earnings was always worth more than $1? If these tests are met, retaining earnings has made sense."
Earlier it said:
"We continue to pass the test, but the challenges of doing so have grown more difficult. If we reach the point that we can’t create extra value by retaining earnings, we will pay them out and let our shareholders deploy the funds." And, the question last year was, since you failed this test, will you pay a dividend?
From this year's meeting - "Buffett is asked about whether Berskshire would issue a dividend. Buffett says every dollar left in the business has produced something over a $1.30. Buffett says Berkshire has met the test of finding profitability. Berkshire has made every $1 of retained earnings make more than $1. Buffett says if the company does that over time, it will continue to retain earnings. "
Investment Strategy
"In earlier days, Charlie and I shunned capital-intensive businesses such as public utilities. Indeed, the best businesses by far for owners continue to be those that have high returns on capital and that require little incremental investment to grow. We are fortunate to own a number of such businesses, and we would love to buy more. Anticipating, however, that Berkshire will generate ever-increasing amounts of cash, we are today quite willing to enter businesses that regularly require large capital expenditures. We expect only that these businesses have reasonable expectations of earning decent returns on the incremental sums they invest. If our expectations are met – and we believe that they will be – Berkshire’s ever-growing collection of good to great businesses should produce above-average, though certainly not spectacular, returns in the decades ahead."
Tweets:-
when premiums are wrong, go play golf. (too many ppl confuse action w progress/value)
Buffett: events around world of last few years makes me more bearish on all currencies than before
We have always had the same potential, it's our perception of what is possible that changes.
Buffett: lending money (buying bonds) boils down to "are they going to broke or not", equity q is much more complicated
Buffett: I knew enough to lend them money, but didn't have enough info to buy the equity [in Harley]
LOL! Buffett: I kinda like a business where guys tattoo your name on their chest [re: Harley]
"If you wanted to bet on higher or lower inflation, you'd want to vote on higher. Maybe a lot higher."
Buffett: your money can be inflated away, but your talent can't be inflated away--regardless of the currency
Buffett: if inflation gets going, it will be hard to stop; trend is not destiny, we have power to control our future
"Talent is the perfect asset to deal with any monetary condition (inflation/deflation). Charlie and I will have to rely on money."
When it comes to managing money, Charlie Munger just said: "Take the high road. It's far less crowded."
"I think we're in for a long period for where the ordinary result is not going to be very exciting." -- Munger.
Charlie: equities are the best of a bad lot of available opportunities. In for a long period where ordinary result not exciting
Charlie: fundamental theory is pragmatism because it suits our natures and because it seems to work better
"It's not about how big your circle of competence is but rather on knowing where the perimeter is" -Buffett
Buffett says the pressure of extraordinarily low interest rates on asset prices is hard to overestimate
Buffet on 0.10% interest rates: If you invested at 0.10% when Columbus landed...you would have almost doubled your money by now!
Speculators do no harm if they are bubbles on a steady stream of enterprise - WB quoting Keynes
...but it will be ill-done if enterprise becomes a bubble on a whirlpool of speculation - Buffett quoting Keynes
Munger says stats on gov't debt are misleading because only includes bonds outstanding and not unfunded obligations
"if you want to give away all of your money to charity, it's a great tax dodge." - Warren Buffet
Munger: If BRK would create make-work jobs to increase human hope, the effect over time would be to reduce human hope
"If you believe in creative destruction...as we do in this country..you better also have a social safety net" -Buffett
Munger: The politicians are not behaving better now that the newspapers are weakening. We're going to miss the newspapers.
Munger: It can be hard in India because of gov't regulations. This could lead to faster growth in other emerging markets like China
On buying a rail road:-
"Our BNSF operation, it should be noted, has certain important economic characteristics that resemble those of our electric utilities. In both cases we provide fundamental services that are, and will remain, essential to the economic well-being of our customers, the communities we serve, and indeed the nation. Both will require heavy investment that greatly exceeds depreciation allowances for decades to come. Both must also plan far ahead to satisfy demand that is expected to outstrip the needs of the past. Finally, both require wise regulators who will provide certainty about allowable returns so that we can confidently make the huge investments required to maintain, replace and expand the plant.
We see a “social compact” existing between the public and our railroad business, just as is the case with our utilities. If either side shirks its obligations, both sides will inevitably suffer. Therefore, both parties to the compact should – and we believe will – understand the benefit of behaving in a way that encourages good behavior by the other. It is inconceivable that our country will realize anything close to its full economic potential without its possessing first-class electricity and railroad systems. We will do our part to see that they exist.
In the future, BNSF results will be included in this “regulated utility” section. Aside from the two businesses having similar underlying economic characteristics, both are logical users of substantial amounts of debt that is not guaranteed by Berkshire. Both will retain most of their earnings. Both will earn and invest large sums in good times or bad, though the railroad will display the greater cyclicality. Overall, we expect this regulated sector to deliver significantly increased earnings over time, albeit at the cost of our investing many tens – yes, tens – of billions of dollars of incremental equity capital."
Managing and Evaluating Managerial Performance
Buffett clarifies Berkshire's measurement metrics for evaluating managerial performance. "From the start, Charlie and I have believed in having a rational and unbending standard for measuring what we have – or have not – accomplished. That keeps us from the temptation of seeing where the arrow of performance lands and then painting the bull’s eye around it."
Then he guides you through the maze of seemingly complex thought process to arrive at a simple solution that is typical of Buffett. S&P 500 is the benchmark; Berkshire's share price can be influenced by market forces that are beyond the control of the management; intrinsic value of Berkshire is hard to calculate; so we use book value though it understates. Then he goes to show you what if they had calculated performance using market value. And the conclusion, "..our defense has been better than our offense, and that’s likely to continue." and that "our performance advantage has shrunk dramatically as our size has grown, an unpleasant trend that is certain to continue." and promises better-than-average results due to the outstanding businesses and truly great managers.
Reiterating the managerial excellence is a little movie that is played with music to "My Favorite Things" from The Sound of Music. And comments like "If Charlie, I and Ajit are ever in a sinking boat – and you can only save one of us – swim to Ajit." (talking about Ajit Jain of National Indemnity)
From the meeting (courtesy Omaha World Herald's Joe Ruff)- "Buffett is asked about compensation of its managers. Buffett says Berkshire never uses a compensation consultation. Buffett says it is hard to determine one standard for Berkshire's diverse companies. Buffett says some businesses are easier to manage than others, some use more capital expenses than others. Buffett says he tries to figure out how best to pay people based on the economic characteristics of their industries. Buffett says it does not take that much time and it is not rocket science. But he says it does take some understanding of the characteristics of the different companies. And he says it requires some interaction with the managers, with them and Buffett sharing ideas about what they really are contributing to the company. Buffett says Berkshire pays some big money, with manager making 10s of millions annually. And we have managers if we suffer they suffer. But Buffett says everyone wants to be treated fairly. Buffett says the important thing is to have the salaries reached understood by the managers. Buffett says managers really need to widen their moats compared with other companies in their industries. Munger says it is amazing how simple it has been, how little time it has taken and how well it has worked."
"Buffett is asked about having managers who misbehave ethically or legally. Would Berkshire intervene then? Buffett says yes, sure. Buffett says he wants to hear about problems. Buffett says there is an internal function in Berkshire that anything that comes in relating to alleged bad behavior it will be investigated by Berkshire. Everyone once in awhile there have been important transgressions that have come to me. We encourage that. Buffett says a letter goes out every two years, a page and half long. Buffett says in the letter it talks about having more money than it needs, but reputation is important. Buffett says a new line says if reason you are doing something because the next guy is doing it, that is not good enough. Buffett says there has to be a reason better than that. Buffett says Berkshire will have more trouble than it has in the past because it is so much bigger than it used to be. But Buffett says he and Munger want to hear about it fast if there is trouble."
Tweets:-
Buffett on compensation: It's not rocket science but requires an interaction w/ managers: what do they actually add 2 the company?
Buffett: what I pay managers for is to widen the moat
Buffett on compensation: You still have to treat people fair, even if they don't need the money.
"Lose money for the firm and I will be understanding. Lose a shred of reputation for the firm and I will be ruthless."
"When something is found or alleged: Get it right, get it fast, get it out, get it over. But get it right is number one".WB
There are many CEOs in america I would like to see gone and Loyd Blankfein is not one of them, says Charlie
All I want to know is where I’m going to die, so I’ll never go there
I would love to see another annual report with the following appropriate counsel on avoiding trouble - "Long ago, Charlie laid out his strongest ambition: “All I want to know is where I’m going to die, so I’ll never go there.” That bit of wisdom was inspired by Jacobi, the great Prussian mathematician, who counseled “Invert, always invert” as an aid to solving difficult problems. (I can report as well that this inversion approach works on a less lofty level: Sing a country song in reverse, and you will quickly recover your car, house and wife.)"
What won't Berkshire do?
- avoid businesses whose future they cannot evaluate;
- never be dependent on the kindness of strangers;
- subsidiaries operate on their own - "would rather suffer the visible costs of a few bad decisions than incur the many invisible costs that come from decisions made too slowly – or not at all – because of a stifling bureaucracy."...."Charlie and I will limit ourselves to allocating capital, controlling enterprise risk, choosing managers and setting their compensation."
- make no attempt to woo Wall Street. "want partners who join us at Berkshire because they wish to make a long-term investment in a business they themselves understand and because it’s one that follows policies with which they concur."
Tweets:-
""Success is avoiding stupidity" Charlie Munger ;) "
"You give human beings the flexibility to do absolutely anything they damn well please, they will go plum crazy" - CM
"You want to create a structure that minimizes the weaknesses of human behavior" -Buffett
Taking responsibility:
"Last year your chairman closed the book on a very expensive business fiasco entirely of his own making." and goes on to talk about the credit cards to GEICO customers (I was one of them, who closed the card when they decided to charge the fees.)
"GEICO’s managers, it should be emphasized, were never enthusiastic about my idea. They warned me that instead of getting the cream of GEICO’s customers we would get the – – – – – well, let’s call it the non-cream. I subtly indicated that I was older and wiser.
I was just older."
"The major problem for Berkshire last year was NetJets, an aviation operation that offers fractional ownership of jets. Over the years, it has been enormously successful in establishing itself as the premier company in its industry, with the value of its fleet far exceeding that of its three major competitors combined. Overall, our dominance in the field remains unchallenged."
"NetJets’ business operation, however, has been another story. In the eleven years that we have owned the company, it has recorded an aggregate pre-tax loss of $157 million. It’s clear that I failed you in letting NetJets descend into this condition. But, luckily, I have been bailed out. Dave Sokol, the enormously talented builder and operator of MidAmerican Energy, became CEO of NetJets in August. His leadership has been transforming"
"Most important, none of the changes wrought by Dave have in any way undercut the top-of-the-line standards for safety and service that Rich Santulli, NetJets’ previous CEO and the father of the fractionalownership industry, insisted upon. Dave and I have the strongest possible personal interest in maintaining these standards because we and our families use NetJets for almost all of our flying, as do many of our directors and managers. None of us are assigned special planes nor crews. We receive exactly the same treatment as any other owner, meaning we pay the same prices as everyone else does when we are using our personal contracts. In short, we eat our own cooking. In the aviation business, no other testimonial means more."
"It’s my job to keep Berkshire far away from such problems. Charlie and I believe that a CEO must not delegate risk control. It’s simply too important. At Berkshire, I both initiate and monitor every derivatives contract on our books, with the exception of operations-related contracts at a few of our subsidiaries, such as MidAmerican, and the minor runoff contracts at General Re. If Berkshire ever gets in trouble, it will be my fault. It will not be because of misjudgments made by a Risk Committee or Chief Risk Officer."
"In my view a board of directors of a huge financial institution is derelict if it does not insist that its CEO bear full responsibility for risk control. If he’s incapable of handling that job, he should look for other employment. And if he fails at it – with the government thereupon required to step in with funds or guarantees – the financial consequences for him and his board should be severe. It has not been shareholders who have botched the operations of some of our country’s largest financial institutions. Yet they have borne the burden, with 90% or more of the value of their holdings wiped out in most cases of failure. Collectively, they have lost more than $500 billion in just the four largest financial fiascos of the last two years. To say these owners have been “bailed-out” is to make a mockery of the term. The CEOs and directors of the failed companies, however, have largely gone unscathed. Their fortunes may have been diminished by the disasters they oversaw, but they still live in grand style. It is the behavior of these CEOs and directors that needs to be changed: If their institutions and the country are harmed by their recklessness, they should pay a heavy price – one not reimbursable by the companies they’ve damaged nor by insurance. CEOs and, in many cases, directors have long benefitted from oversized financial carrots; some meaningful sticks now need to be part of their employment picture as well."
On derivative contracts:-
- Though it’s no sure thing, I expect our contracts in aggregate to deliver us a profit over their lifetime.
- Only a handful of our contracts require us to post collateral under any circumstances.
- you should expect large swings in the carrying value of these contracts. "..these wild swings neither cheer nor bother Charlie and me"
"To date we have significantly profited from the float they provide. We expect also to earn
further investment income over the life of our contracts."
"The dangers that derivatives pose for both participants and society – dangers of which we’ve long warned, and that can be dynamite – arise when these contracts lead to leverage and/or counterparty risk that is extreme. At Berkshire nothing like that has occurred – nor will it.
"Buffett is asked what useful function do derivatives serve? The questioner says we have done well without them for years. Buffett turns the question to Munger. Munger says derivatives on things like grain or other commodities are fine, but if all other derivatives vanished he would be fine with that. Buffett quotes John Maynard Keynes as saying speculators do no harm if they are bubbles on a steady stream of enterprise. But it will be ill-done if enterprise becomes a bubble on a whirlpool of speculation. Munger says if a small group with a lot of money and influence are very interested in something, they will win out. He says that is just the way it is."
Tweets:-
Warren: different prices for collateralized vs uncollateralized derivative contracts akin to renting furnished or unfurnished apt.
Munger: If all derivatives vanished, the world would be a better place
Issuing Shares for shares
"Our subsidiaries made a few small “bolt-on” acquisitions last year for cash, but our blockbuster deal with BNSF required us to issue about 95,000 Berkshire shares that amounted to 6.1% of those previously outstanding. Charlie and I enjoy issuing Berkshire stock about as much as we relish prepping for a colonoscopy.
The reason for our distaste is simple. If we wouldn’t dream of selling Berkshire in its entirety at the current market price, why in the world should we “sell” a significant part of the company at that same inadequate price by issuing our stock in a merger?
In evaluating a stock-for-stock offer, shareholders of the target company quite understandably focus on the market price of the acquirer’s shares that are to be given them. But they also expect the transaction to deliver them the intrinsic value of their own shares – the ones they are giving up. If shares of a prospective acquirer are selling below their intrinsic value, it’s impossible for that buyer to make a sensible deal in an all-stock deal. You simply can’t exchange an undervalued stock for a fully-valued one without hurting your shareholders.
Imagine, if you will, Company A and Company B, of equal size and both with businesses intrinsically worth $100 per share. Both of their stocks, however, sell for $80 per share. The CEO of A, long on confidence and short on smarts, offers 11⁄4 shares of A for each share of B, correctly telling his directors that B is worth $100 per share. He will neglect to explain, though, that what he is giving will cost his shareholders $125 in intrinsic value. If the directors are mathematically challenged as well, and a deal is therefore completed, the shareholders of B will end up owning 55.6% of A & B’s combined assets and A’s shareholders will own 44.4%. Not everyone at A, it should be noted, is a loser from this nonsensical transaction. Its CEO now runs a company twice as large as his original domain, in a world where size tends to correlate with both prestige and compensation.
If an acquirer’s stock is overvalued, it’s a different story: Using it as a currency works to the acquirer’s advantage. That’s why bubbles in various areas of the stock market have invariably led to serial issuances of stock by sly promoters. Going by the market value of their stock, they can afford to overpay because they are, in effect, using counterfeit money. Periodically, many air-for-assets acquisitions have taken place, the late 1960s having been a particularly obscene period for such chicanery. Indeed, certain large companies were built in this way. (No one involved, of course, ever publicly acknowledges the reality of what is going on, though there is plenty of private snickering.)
In our BNSF acquisition, the selling shareholders quite properly evaluated our offer at $100 per share. The cost to us, however, was somewhat higher since 40% of the $100 was delivered in our shares, which Charlie and I believed to be worth more than their market value. Fortunately, we had long owned a substantial amount of BNSF stock that we purchased in the market for cash. All told, therefore, only about 30% of our cost overall was paid with Berkshire shares.
In the end, Charlie and I decided that the disadvantage of paying 30% of the price through stock was offset by the opportunity the acquisition gave us to deploy $22 billion of cash in a business we understood and liked for the long term. It has the additional virtue of being run by Matt Rose, whom we trust and admire. We also like the prospect of investing additional billions over the years at reasonable rates of return. But the final decision was a close one. If we had needed to use more stock to make the acquisition, it would in fact have made no sense. We would have then been giving up more than we were getting.
I have been in dozens of board meetings in which acquisitions have been deliberated, often with the directors being instructed by high-priced investment bankers (are there any other kind?). Invariably, the bankers give the board a detailed assessment of the value of the company being purchased, with emphasis on why it is worth far more than its market price. In more than fifty years of board memberships, however, never have I heard the investment bankers (or management!) discuss the true value of what is being given. When a deal involved the issuance of the acquirer’s stock, they simply used market value to measure the cost. They did this even though they would have argued that the acquirer’s stock price was woefully inadequate – absolutely no indicator of its real value – had a takeover bid for the acquirer instead been the subject up for discussion.
When stock is the currency being contemplated in an acquisition and when directors are hearing from an advisor, it appears to me that there is only one way to get a rational and balanced discussion. Directors should hire a second advisor to make the case against the proposed acquisition, with its fee contingent on the deal not going through. Absent this drastic remedy, our recommendation in respect to the use of advisors remains: “Don’t ask the barber whether you need a haircut.”
"our fellows caved in and agreed to this value-destroying deal. “We need to show that we are in the hunt. Besides, it’s only a small deal,” they said, as if only major harm to shareholders would have been a legitimate reason for holding back. Charlie’s reaction at the time: “Are we supposed to applaud because the dog that fouls our lawn is a Chihuahua rather than a Saint Bernard?”
Media over-exposure
Tweet : "buffett is appearing in Wall Street 2 w/ michael Douglas? Who knew?"
From the meeting "Buffett is asked if his increased media exposure is good for Berkshire shareholders. Buffett says probably not. Buffett says he has seen over the years the development of broadcast television over print. He says if you want a record of what you actually said, instead of a reporter's and editors' interpretations, it is great to have the broadcast version. I like the idea, whether it is charlie rose or CNBC, a record of my own words, instead of someone's interpretation of it."
Ethics:-
Charlie: Every business should decline a lot of business that it doesn't. Just because it's legal, doesn't make it right
"The ideal is that we celebrate wealth only when it has been fairly won and wisely used." -Charlie Munger
Charlie: we get offered things that people won't sell to anyone else. We have our own ethics-based screening device
WB if reason you are doing something because the next guy is doing it, that is not good enough
Learning:-
"The old men (Warren & Charlie) always continue to learn which is essential!" -Charlie Munger
If you keep asking questions at a young age like that, gradually you learn. Love when Munger ruminates on his childhood.
Charlie: if you're scared to do something, maybe you should get your feet wet with a little more failure.
Charlie: go to bed each night a little wiser than you were when you got up. People who do that almost never utterly fail
Buffett says in a country where the undisciplined are unpunished it brings people to wonder why they should behave properly
"When you picked your wife, you picked the best who would take you. We should live the rest of our lives like that." Charlie Munger
I am a twit @seshnath
Links to Notes:-
http://inoculatedinvestor.blogspot.com/2010/05/2010-berkshire-hathaway-annual-meeting.html
http://www.scribd.com/doc/30895400/Annual-Meeting-2010-Final-2-0
Fast Money's Trader Icons
http://www.cnbc.com/id/37510862?slide=1
Fast Money's Trader Icons
Who doesn't dream of greatness - swinging like Babe Ruth or punching like Muhammad Ali? But those guys are sports stars.
If you're like us, your heroes are the legendary all-star investors, the heavy hitters who knocked the cover off the ball time and again with their winning trades.
Following are the Fast Money icons - some of the greatest traders of all time.
By Lee Brodie
Posted 8 June 2010
Jesse Livermore
Position: Trader
Claim To Fame: Shorted Crash of 1929
Nicknamed "Boy Plunger" Jesse Livermore is among the very few investors who profited handsomely from both the Panic of 1907 and the Great Crash of 1929 largely due to short positions that generated as much as $100 million.
His philosophy of trading is still widely citied, 'increase the size of your position if they're moving in your favor and cut losses quickly.' Livermore died in 1940 at the age of 67.
George Soros
Position: Chairman, Soros Fund Management
Claim To Fame: Made $1 billion from UK Currency Crisis
Born Aug 12, 1930 in Budapest, Soros grew up in the shadows of Nazi Germany. He didn’t make a splash as a trader, however, until 1992 when he made $1 billion in a single day by betting against the British pound.
Sometimes called, "The Man Who Broke The Bank Of England" Soros currently runs a hedge fund and funds philanthropic causes.
Paul Tudor Jones
Position: President & Founder, Tudor Investment Corporation
Claim To Fame: Predicted 1987 Black Monday
A one time broker for EF Hutton, Paul Tudor Jones is known for predicting the 1987 stock market crash and doubling his clients’ money in the process. As of 2009 he was worth an estimated $6.3 billion.
Jones also founded the Robin Hood Foundation, a charity committed to the fight against poverty in New York City.
James "Jim" Simons
Position: Founder, Renaissance Technologies
Claim To Fame: Founding Father of Quant Trading
A former mathematician, code-breaker and poker player, Renaissance Technologies founder Jim Simons is a pioneer of quantitative trading. He was among the very first to harness complex mathematical models to analyze and execute trades.
His hedge fund has returned more than 30 percent annually for the last 20 years. In January 2010 Simons retired from his firm and became President of Euclidean Capital.
Nicolas Darvas
Postion: Self Taught Investor
Claim to Fame: Developed BOX Theory of Stock Picking
A self taught investor and famous dancer (he toured with Judy Garland and Bob Hope), Darvas made a name for himself on Wall Street in the late 1950’s by implementing a series of trades that transformed $10,000 into $2 million over a period of only 18 months.
He attributed his profits to something called BOX theory, a mix of technical and fundamental analysis that’s still widely used today.
John Paulson
Position: President, Paulson & Co.
Claim To Fame: Shorted Housing Ahead Of The Real Estate Bubble
Considered to have executed “The Greatest Trade Ever” Paulson made financial history in 2006 as one of the very few investors who recognized the housing market was headed for a major fall.
By betting against risky mortgages and precarious financial firms he earned more than $15 billion. This year, his name surfaced in the SEC's civil fraud suit against Goldman Sachs, although his firm was not accused of any wrongdoing.
Steve A. Cohen
Position: Founder, SAC Capital Partners
Claim To Fame: Knack For Spotting Opportunity
Called “the most powerful trader on Wall Street,” by BusinessWeek, Cohen is also among the most reclusive. He’s famous for having an uncanny ability to make money regardless of market conditions.
According to published reports his first day on the job at Gruntal & Co., he made an $8,000 profit. As of 2009 he was worth $11.4 billion.
Ken Griffin
Position: Managing Director & CEO, Citadel Investment Group
Claim To Fame: Launched On Of The World's Largest Hedge Funds
Said to have had a penchant for investing since college, Ken Griffin began his trading career by launching two funds from his Harvard dorm room.
As the head of Citadel, one of the largest hedge funds in the world, he currently manages about $13 billion. On any given day his firm generates as much as 3% of the trading volume in New York.
Jim Rogers
Position: Co-Founder, Quantum Fund
Claim To Fame: Spotted Bull Market In Hard Assets
Co-founder of the legendary Quantum Fund with George Soros, Rogers is celebrated for his prowess in trading commodities; an ability that helped the Quantum Fund return 4200% in its first 10 years.
Author of Hot Commodities: How Anyone Can Invest Profitably in the World's Best Market Rogers may have started his love affair with ‘real things’ as a boy, selling peanuts at baseball games.
John D. Arnold
Position: Founder, Centaurus Advisiors
Claim To Fame: Among World’s Best Energy Traders
With a net worth of $2.7 billion, the 30-something Arnold is said to be among the youngest billionaires in America. His prowess for energy trading generated $750 million for Enron in 2001.
But he’s best known for taking the other side of Amaranth Advisors' bad natural gas bet; he reportedly made as much as $2 billion personally from his winning short position.
Ray Dalio
Position: Founder, Bridgewater Associates Holdings
Claim To Fame: ‘Fundamental Principles’ Needed For Financial Success
With approximately $43 billion in assets in 2009, Ray Dalio runs Bridgewater Associates, the second largest hedge fund in the world. Students of business often study his ‘fundamental principles’ a kind of philosophy which Dalio says is the foundation for his great success.
The entire list is available to the public free of charge on Bridgewater's website . (Dalio declined to give us a photo.)
Fast Money's Trader Icons
Who doesn't dream of greatness - swinging like Babe Ruth or punching like Muhammad Ali? But those guys are sports stars.
If you're like us, your heroes are the legendary all-star investors, the heavy hitters who knocked the cover off the ball time and again with their winning trades.
Following are the Fast Money icons - some of the greatest traders of all time.
By Lee Brodie
Posted 8 June 2010
Jesse Livermore
Position: Trader
Claim To Fame: Shorted Crash of 1929
Nicknamed "Boy Plunger" Jesse Livermore is among the very few investors who profited handsomely from both the Panic of 1907 and the Great Crash of 1929 largely due to short positions that generated as much as $100 million.
His philosophy of trading is still widely citied, 'increase the size of your position if they're moving in your favor and cut losses quickly.' Livermore died in 1940 at the age of 67.
George Soros
Position: Chairman, Soros Fund Management
Claim To Fame: Made $1 billion from UK Currency Crisis
Born Aug 12, 1930 in Budapest, Soros grew up in the shadows of Nazi Germany. He didn’t make a splash as a trader, however, until 1992 when he made $1 billion in a single day by betting against the British pound.
Sometimes called, "The Man Who Broke The Bank Of England" Soros currently runs a hedge fund and funds philanthropic causes.
Paul Tudor Jones
Position: President & Founder, Tudor Investment Corporation
Claim To Fame: Predicted 1987 Black Monday
A one time broker for EF Hutton, Paul Tudor Jones is known for predicting the 1987 stock market crash and doubling his clients’ money in the process. As of 2009 he was worth an estimated $6.3 billion.
Jones also founded the Robin Hood Foundation, a charity committed to the fight against poverty in New York City.
James "Jim" Simons
Position: Founder, Renaissance Technologies
Claim To Fame: Founding Father of Quant Trading
A former mathematician, code-breaker and poker player, Renaissance Technologies founder Jim Simons is a pioneer of quantitative trading. He was among the very first to harness complex mathematical models to analyze and execute trades.
His hedge fund has returned more than 30 percent annually for the last 20 years. In January 2010 Simons retired from his firm and became President of Euclidean Capital.
Nicolas Darvas
Postion: Self Taught Investor
Claim to Fame: Developed BOX Theory of Stock Picking
A self taught investor and famous dancer (he toured with Judy Garland and Bob Hope), Darvas made a name for himself on Wall Street in the late 1950’s by implementing a series of trades that transformed $10,000 into $2 million over a period of only 18 months.
He attributed his profits to something called BOX theory, a mix of technical and fundamental analysis that’s still widely used today.
John Paulson
Position: President, Paulson & Co.
Claim To Fame: Shorted Housing Ahead Of The Real Estate Bubble
Considered to have executed “The Greatest Trade Ever” Paulson made financial history in 2006 as one of the very few investors who recognized the housing market was headed for a major fall.
By betting against risky mortgages and precarious financial firms he earned more than $15 billion. This year, his name surfaced in the SEC's civil fraud suit against Goldman Sachs, although his firm was not accused of any wrongdoing.
Steve A. Cohen
Position: Founder, SAC Capital Partners
Claim To Fame: Knack For Spotting Opportunity
Called “the most powerful trader on Wall Street,” by BusinessWeek, Cohen is also among the most reclusive. He’s famous for having an uncanny ability to make money regardless of market conditions.
According to published reports his first day on the job at Gruntal & Co., he made an $8,000 profit. As of 2009 he was worth $11.4 billion.
Ken Griffin
Position: Managing Director & CEO, Citadel Investment Group
Claim To Fame: Launched On Of The World's Largest Hedge Funds
Said to have had a penchant for investing since college, Ken Griffin began his trading career by launching two funds from his Harvard dorm room.
As the head of Citadel, one of the largest hedge funds in the world, he currently manages about $13 billion. On any given day his firm generates as much as 3% of the trading volume in New York.
Jim Rogers
Position: Co-Founder, Quantum Fund
Claim To Fame: Spotted Bull Market In Hard Assets
Co-founder of the legendary Quantum Fund with George Soros, Rogers is celebrated for his prowess in trading commodities; an ability that helped the Quantum Fund return 4200% in its first 10 years.
Author of Hot Commodities: How Anyone Can Invest Profitably in the World's Best Market Rogers may have started his love affair with ‘real things’ as a boy, selling peanuts at baseball games.
John D. Arnold
Position: Founder, Centaurus Advisiors
Claim To Fame: Among World’s Best Energy Traders
With a net worth of $2.7 billion, the 30-something Arnold is said to be among the youngest billionaires in America. His prowess for energy trading generated $750 million for Enron in 2001.
But he’s best known for taking the other side of Amaranth Advisors' bad natural gas bet; he reportedly made as much as $2 billion personally from his winning short position.
Ray Dalio
Position: Founder, Bridgewater Associates Holdings
Claim To Fame: ‘Fundamental Principles’ Needed For Financial Success
With approximately $43 billion in assets in 2009, Ray Dalio runs Bridgewater Associates, the second largest hedge fund in the world. Students of business often study his ‘fundamental principles’ a kind of philosophy which Dalio says is the foundation for his great success.
The entire list is available to the public free of charge on Bridgewater's website . (Dalio declined to give us a photo.)
Monday, August 9, 2010
The Start of the Exciting Life 惊涛拍岸直挂云帆
Still motivated by the wonderful experience at London Business School, I started a more exicting life back in Hong Kong. This the one of the most important turning points of my life. I know I might experience barriers and challenges, but I am sure I will ride a passionate journey that leads to success.
Two big things happened last week. I stopped working with Artis Capital and the internal war of Gome. The work experience at Artis helped reexamine the true meaning of value investing and pushed me to go deeper into valuation and investment decision making. From now on, I will build a solid model for each company I am investing and make very thorough and structured valuation. The war at Gome helped me think about how to build a business empire and how to manage it. This event is a great catestrophe investment chance, and I will study the business and the value behind the business. I will also forecast the prospects of the business.
Thursday, August 5, 2010
http://www.gurufocus.com/news.php?id=54052
May. 01, 2009
Ben Graham’s net-net strategy worked well for him, would it still work today? GuruFocus users created a number of net-net portfolios. The net-net portfolios created 5 months ago have gained more than 50% in this rocky market. Thank you, Ben!
In his book “The Intelligent Investor”, Ben Graham, the father of value investing, found that one strategy that worked well for him was to buy companies that are sold at below its net current asset value. He called those bargains.
He wrote:
“The idea here was to acquire as many issues as possible at a cost for each of less than their book value in terms of net-cirrent-assets alone – i.e., giving no value to the plant account and other assets. Our purchases were made typically at two-thirds or less of such stripped-down asset value. In most years we carried a wide diversification here – at least 100 different issues.”
Modern value investors rarely have had the opportunities to invest in these “bargains”, until very recently, the market is at its lowest valuation in decades. Inspired by our users, GuruFocus developed a “Graham Net Current Asset Value Screener”, to find these companies:
The stock prices are less than the net current asset value of the companies – Benjamin Graham
During the past 12 months, the companies generated positive operating cashflow.
The company has no meaningful debt compared to its cash position.
As requested by users, now you can also see the companies had negative operating cashflow over the past 12 months.
GuruFocus users have created portfolios based on of Ben Graham Net Current Asset Value Screener. How have these portfolios performed? Does Ben Graham strategy still work? This is a review of the recent performances of Ben Graham Net Current Asset Value Bargains.
In order to test this screener, GuruFocus created a net-net portfolio on Nov. 24, 2008 with the top Ben Graham bargains . Since then the market recovered a bit, S&P500 grew from 851 to its Thursday close of 872, or 1%. Small caps, which most of these bargains are, did similar. The Russell Micro Cap index grew 1.07%. How did the Ben Graham bargains do?
This is the list of Ben Graham bargain portfolio GuruFocus created on Nov. 24, 2008.
Symbol Buy Price ($) Close PRICE Gain/Loss
ACTS 1.43 1.74 21.68%
ATV 1.29 3.24 151.16%
AVNX* 0.87 3.06 252%
DRAM 1.2 1.32 10%
GSIG 1 1.13 13%
LTON 0.73 1.46 100%
MTSN 1.32 1.15 -12.88%
NCST 0.63 0.3899 -38.11%
RACK 3.87 4.56 17.83%
SOAP 2.15 3.7 72.09%
TSPT 5.45 2.9 -46.79%
VPF 1.4 1.28 -8.57%
VVTV 0.51 0.72 41.18%
*Acquired at $3.06/share.
This portfolio generated an astonishing gain of about 51% in about 5 months. One of the companies, Avanex was acquired at $3.06 a share. When we added it into the list, it was sold at 87c a share, far below its cash value even as the company generates positive cash flow. None of the companies in the list went bankrupt or delisted.
In the meantime, a few other users also generated their portfolios using Benjamin Graham Net Current Asset Value Screener. The summary of the performances is below:
User Portfolio Created on Net-Net Portfolio Gain S&P500 Russell Microcap Link
taurusco12/18/2008 14.5% -5.19% -4.45% Go to Portfolio
gurufocus 12/25/2008 25.7% -1.49% -0.64% Go to Portfolio
cavallino20012/27/2008 19% -0.87% -1.69% Go to Portfolio
anthonyvigneron1/1/2009 43% -5.05% -7% Go to Portfolio
All these portfolios delivered great returns even as the market declined. The investment strategy Ben Graham found more than half a century ago finds its opportunities again today!
Please remember, as written by Ben Graham, you need to buy a basket of these stocks to reduce risk, as some of the company may go under as situations worsen. Also does buy & hold work for this portfolio? Maybe not.
If you like to see the current list of Ben Graham bargains, go to: Benjamin Graham Net Current Asset Value Screener. This is for Premium Members only. If you are not a Premium Member, you are invited to Take a 7-day Free Trial of GuruFocus Premium Membership.
May. 01, 2009
Ben Graham’s net-net strategy worked well for him, would it still work today? GuruFocus users created a number of net-net portfolios. The net-net portfolios created 5 months ago have gained more than 50% in this rocky market. Thank you, Ben!
In his book “The Intelligent Investor”, Ben Graham, the father of value investing, found that one strategy that worked well for him was to buy companies that are sold at below its net current asset value. He called those bargains.
He wrote:
“The idea here was to acquire as many issues as possible at a cost for each of less than their book value in terms of net-cirrent-assets alone – i.e., giving no value to the plant account and other assets. Our purchases were made typically at two-thirds or less of such stripped-down asset value. In most years we carried a wide diversification here – at least 100 different issues.”
Modern value investors rarely have had the opportunities to invest in these “bargains”, until very recently, the market is at its lowest valuation in decades. Inspired by our users, GuruFocus developed a “Graham Net Current Asset Value Screener”, to find these companies:
The stock prices are less than the net current asset value of the companies – Benjamin Graham
During the past 12 months, the companies generated positive operating cashflow.
The company has no meaningful debt compared to its cash position.
As requested by users, now you can also see the companies had negative operating cashflow over the past 12 months.
GuruFocus users have created portfolios based on of Ben Graham Net Current Asset Value Screener. How have these portfolios performed? Does Ben Graham strategy still work? This is a review of the recent performances of Ben Graham Net Current Asset Value Bargains.
In order to test this screener, GuruFocus created a net-net portfolio on Nov. 24, 2008 with the top Ben Graham bargains . Since then the market recovered a bit, S&P500 grew from 851 to its Thursday close of 872, or 1%. Small caps, which most of these bargains are, did similar. The Russell Micro Cap index grew 1.07%. How did the Ben Graham bargains do?
This is the list of Ben Graham bargain portfolio GuruFocus created on Nov. 24, 2008.
Symbol Buy Price ($) Close PRICE Gain/Loss
ACTS 1.43 1.74 21.68%
ATV 1.29 3.24 151.16%
AVNX* 0.87 3.06 252%
DRAM 1.2 1.32 10%
GSIG 1 1.13 13%
LTON 0.73 1.46 100%
MTSN 1.32 1.15 -12.88%
NCST 0.63 0.3899 -38.11%
RACK 3.87 4.56 17.83%
SOAP 2.15 3.7 72.09%
TSPT 5.45 2.9 -46.79%
VPF 1.4 1.28 -8.57%
VVTV 0.51 0.72 41.18%
*Acquired at $3.06/share.
This portfolio generated an astonishing gain of about 51% in about 5 months. One of the companies, Avanex was acquired at $3.06 a share. When we added it into the list, it was sold at 87c a share, far below its cash value even as the company generates positive cash flow. None of the companies in the list went bankrupt or delisted.
In the meantime, a few other users also generated their portfolios using Benjamin Graham Net Current Asset Value Screener. The summary of the performances is below:
User Portfolio Created on Net-Net Portfolio Gain S&P500 Russell Microcap Link
taurusco12/18/2008 14.5% -5.19% -4.45% Go to Portfolio
gurufocus 12/25/2008 25.7% -1.49% -0.64% Go to Portfolio
cavallino20012/27/2008 19% -0.87% -1.69% Go to Portfolio
anthonyvigneron1/1/2009 43% -5.05% -7% Go to Portfolio
All these portfolios delivered great returns even as the market declined. The investment strategy Ben Graham found more than half a century ago finds its opportunities again today!
Please remember, as written by Ben Graham, you need to buy a basket of these stocks to reduce risk, as some of the company may go under as situations worsen. Also does buy & hold work for this portfolio? Maybe not.
If you like to see the current list of Ben Graham bargains, go to: Benjamin Graham Net Current Asset Value Screener. This is for Premium Members only. If you are not a Premium Member, you are invited to Take a 7-day Free Trial of GuruFocus Premium Membership.
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