To: gpowell who wrote (29391 ) 11/8/2001 5:48:30 PM From: KailuaBoy Read Replies (2) | Respond to of 29970 None of the board members from cox, comcast, or AT&T voted on the amended exclusivity agreements. How were exclusivity provisions between ATHM and the major MSOs amended without the ATHM board approving the amendment? Why should a change of ownership include a benefit to shareholders? Because a change of ownership could prove a detriment to shareholders. It affects the business.Any benefit comes from the actual or perceived increase in management effectiveness. As I recall, initially we all thought the ownership changes cleared the way to a more focused strategy. Why should changing the ownership structure increase ATHM management effectiveness? Shouldn't ATHM board members be acting in the best interest of ATHM? If each MSO represented on the board was acting to the detriment of ATHM and exchanging voting shares so that only one MSO would have a majority of the voting shares, wouldn't that mean that the MSO with all the voting shares would be open to using that majority to benefit them instead of ATHM? For instance, sending someone to be "temporary CEO", that person spending ATHM into bankruptcy without regard to the stated financial picture just outlined by the CFO, and then the temporary employee leaving to go back to AT&T only to act as the lead negotiator in buying ATHM's network because they need cash all of the sudden? That doesn't bother you?Additionally, the amended agreements seemed to indicate that the big 3 would continue to use ATHM as their preferred partner. As you obviously recall, TJ and Bell went on a spending spree afterwards, claiming that with the “security” of the new agreements, they could now secure their leadership position in broadband media. I seem to remember that the spending spree started earlier and never stopped, beginning with Excite and ending only when George couldn't convince anyone to let him blow another $125 million on Pogo.com.All this did was use up their cash and undermine their margins. That is the number one reason ATHM failed, and it is the direct result of ATHM’s management placing value on the exclusivity agreements and then acting foolishly. I don't agree. The exclusivity agreements didn't start the binge. Silicon Quiche started the binge. Do you think that ATHM management would have been fiscally responsible if it were not for the exclusivity agreements? Did the ownership structure contribute to ATHM’s demise – certainly - but not because these owners colluded to harm ATHM. The structure simply allowed an experienced and poorly educated management team to make too many mistakes. I'll stick by my earlier statement that "It's the ownership mixed with Silicon Quiche management that killed the cat". Are we in violent agreement or do you disagree with either half of that statement? KB