Practice Good Corporate Governance – Or Get Bad Government Governance

Seton Motley | Less Government |
Seton Motley | Less Government |
Preempt That Red Tape

I am a less government nigh absolutist.

The solution to almost any problem we face – is less government.

The root cause of any problem with which we struggle – is almost always government action.

Almost always, I find the Left’s excuses to grow government to be superficially, transparently shallow and ridiculous.

But there are times when a businessman behaves so stupidly – it feeds into the Left’s excuse-making for more government.

Which isn’t helpful.

When an executive goes around surreptitiously blowing up deals – to try to shake down companies for billions of dollars?

His corporate colleagues better deal with him.  Or they’re just begging government to do it.


Lawsuit Alleges That Williams CEO Secretly Undermined Billion Dollar Deal:

“An unusual case of corporate intrigue in the energy industry is winding its way through the legal system with potentially far-reaching consequences for policing corporate governance and the bounds of mergers and acquisitions, particularly the rules of the game when a party wants out of a deal.

“Energy Transfer LP, a Texas-based diversified energy company…accused Williams Companies’ chief executive officer of covertly plotting to undermine a failed 2016 merger between the two energy companies….

“The tumult at Williams and CEO Alan Armstrong’s personal conduct to scuttle a tie-up that he opposed (and which could have resulted in his ouster) present a compelling case study in corporate governance at the highest levels of American business.”

This is the private sector – properly governing itself.  Well, litigating itself into proper governance.  Close enough.

Beats the heck out of government doing it:

“A Delaware Court of Chancery judge will determine if the alleged actions by Armstrong—including using a personal email account, a series of private meetings and leaks to reporters—to scuttle the merger mean that Energy Transfer can avoid paying a $1.5 billion breakup fee. Energy Transfer attorneys argued in a hearing today that Armstrong’s actions should void the agreement.”

Aha – there it is.

Rather than allow the shareholder and Board-supported merger to proceed, Armstrong appears to have gone to extreme lengths to undermine the deal – and keep his job. Now, nearly four years later, he’s still looking for a payday despite his antics:

“Energy Transfer’s filing details how Armstrong allegedly worked behind closed doors to dismantle the merger from the inside.

“The main allegation is that the CEO used his private email and secret meetings to provide nonpublic information to John Bumgarner, a former Williams executive, in filing a lawsuit to legally challenge the marriage of energy industry giants publicly supported by Williams’ board….

“Armstrong and Bumgarner began exchanging emails in Dec. 2015 from Armstrong’s personal email accounts and met in person ‘two to three times per month’ both before and after Bumgarner filed his lawsuit….

“Bumgarner also sent Wall Street Journal energy reporter Alison Sider non-public documents and notes that Armstrong prepared regarding the merger in Nov. 2015, and he promised her more ‘board room stories to be told about threats.’

“When questioned about the similarities between his internal notes and the information that the Wall Street Journal obtained, Armstrong did not admit that he sent Bumgarner his notes, but he acknowledged ‘plagiaristic resemblances,’ according to the court filing….

“‘Armstrong testified falsely about his interactions with Bumgarner, before destroying evidence of those interactions two days later,’ according to the Energy Transfer filing.”

Get all that?

Armstrong orchestrated an internal insurrection – and an external stealthy messaging campaign.

All to secretly blow up a deal that his own Board of Directors – and shareholders – wanted to happen.

Armstrong’s Board of Directors – wasn’t happy:

“Armstrong’s alleged inappropriate behavior is part of a pattern of conduct in which he has been accused by numerous board members of failing to uphold his responsibilities as chief executive officer. Six directors resigned en masse in 2016, in opposition to Armstrong’s leadership.

“Two board members wrote scathing resignation letters accusing Armstrong of mismanagement, including an ‘abysmal operational and financial track record,’ according to one letter by Eric W. Mandelblatt, who added that Armstrong ‘lacks the necessary judgement and character to lead the Company forward.’”

All of which makes one wonder how Armstrong still has his gig.

It certainly makes the arguments against Williams seem inordinately legitimate:

“Energy Transfer is hoping for summary judgment, asking a judge to throw out Williams’ lawsuit seeking to enforce a $1.5 billion breakup fee to compensate the Oklahoma-based natural gas company for the ill-fated marriage of rivals.”

Sounds eminently fair.

And will serve as a good visual aide – of good corporate governance.

Which will hopefully keep bad government governance the heck out.

This first appeared in Red State.