To: Madharry who wrote (75750 ) 6/14/2024 5:13:17 PM From: Harshu Vyas Read Replies (1) | Respond to of 78476 Been thinking a lot about this "company financing" insider purchases thing. Recently read up about HealthSouth - Encompass Health - Wikipedia - and went through their 2002 Proxy Statement - sec.gov/Archives/edgar/data/785161/000100515002000531/nps.txt - where such loans seem to have been properly disclosed (p13 is where it's first mentioned). Shareholders, if they knew about it, would have been mad to take it lightly. My thinking is that shareholders just didn't bother reading the Proxy so they never knew to begin with! Imo, it has to be disclosed (especially with today's strenuous regulations) and I'm yet to find a company where the company completely failed to give shareholders an inkling of what was going on (even if it was "lazily" disclosed). I get the feeling loans to executive officers etc. is a thing of the past, especially in the US. Perhaps in other countries (UK, Canada etc), it's not monitored as closely. That said, I'm trying to run searches for companies that are getting involved in this "funny business". Maybe old tricks are being recycled 25 years on. Though, I'm not getting too hopeful. ======================================================================================== Really, though, my biggest ick in today's proxy is that there are too many companies that use "adjusted EBITDA" as a performance measure linked to exec compensation. If I was a manager and I knew that that was the case, the first thing I'd do is borrow money and go on an multi-year acquisitive spree. Then, a year or two later after each acquisition, depending on when it suited me, I'd take a massive restructuring charge with loads of favourable provisions that can aid me down the line and then let the "adjustments" continue to cough up cash for me. After exercising millions in stock options (and excessive cash bonuses), I'd leave to repeat the same strategy at a bigger company... Oh wait! This sounds awfully familiar. Seems I don't need an MBA to think like most CEOs of corporate America. It also really irks me that the Board of Directors have become useless in recent times (there are exceptions, of course). IHRT is my favourite example of a "disasterclass" in corporate governance.