Linda, the article essentially raised the question (which the market appears to have approved) that a handful of CMGI insiders are also compensated through stock appreciation in the @Ventures funds. Although there has been no evidence of impropriety, the author of the article pointed out that without a strong board of directors, improper action could occur.
For example, assume I am an @Ventures insider and a CMGI insider. If I bring a $10M investment deal to @Ventures which subsequently becomes worth $1B, then along with the gorup of @Ventures insiders, we get to divide up approximately 22.5% or $225M of that value between us.
If only one deal is improperly diverted (and there has been no evidence offered or suggestion that this has occurred), CMGI shareholders stand to lose $225M that otherwise should have gone to their benefit. Lose a deal like that a year and you begin to see the stuff that shareholder lawsuits are made of.
It's the question of independence in appearance and independence in fact. In fact, CMGI insiders are probably independent, specifically because of their strong Board of Directors. In appearance, however, some question the practice of loyalty to 2 different masters: the CMGI master that pays a salary and stock options, and the @Ventures master that divides up 22.5% of portfolio appreciation to some of the same individuals.
Although my preference won't amount to a hill of beans, as a CMGI shareholder, I would prefer to see CMGI insiders serve a single master (the CMGI shareholders) and have no outside employment/compensation agreements with any other entities.
Hope this helps.
Mark |
