AIG’s Correction

This article is from the archive of The New York Sun before the launch of its new website in 2022. The Sun has neither altered nor updated such articles but will seek to correct any errors, mis-categorizations or other problems introduced during transfer.

The New York Sun

We wouldn’t attribute all of Friday’s 40% gain in the price of American International Group’s stock to our editorial issued Friday morning suggesting that there might yet be a way for the shareholders to get a better deal than the one from the government, which left them with a scant 20% of what they had before. But the fact is that no sooner had The New York Sun noticed that the federal government’s taking of an 80% share in American International Group would be subject to a shareholder vote — and suggested that the outcome of such a vote might not be a sure thing — than the company started scrambling to prevent such a vote.

The editorial was based on information from the company, and from the company’s filing Thursday morning with the Securities and Exchange Commission. The Thursday morning filing said: “In connection with the revolving credit facility, AIG issued a warrant to the Board of Governors of the Federal Reserve (‘Federal Reserve’) that permits the Federal Reserve, subject to shareholder approval, to obtain up to 79.9% of the outstanding common stock of AIG (after taking into account the exercise of the warrant). AIG anticipates calling a special meeting for such purpose as promptly as practicable.”

Note the references to “shareholder approval” and a “special meeting.” Fannie Mae shareholders were given no such courtesies. Has the Treasury Secretary, Henry Paulson, started to learn from his mistakes and grown a new respect for private property rights? Such hopes as we had were dimmed by a new SEC filing filed late Friday afternoon. “This Form 8-K/A filing corrects certain errors in, and supersedes, yesterday’s filing,” it said. “The summary of terms also provides for a 79.9% equity interest in AIG. The corporate approvals and formalities necessary to create this equity interest will depend upon its form.”

What a whopper of a correction. Gone, in other words, are the references to the special meeting or to shareholder approval. The first filing said that AIG’s loan from the Federal Reserve “is secured by a pledge of all of the assets of AIG and its Material Subsidiaries,”; the second filing said it would be secured by “a pledge of assets of AIG and various subsidiaries,” removing the reference to “all of” the assets.

The shareholder who controls the largest stake in the insurance company, Maurice “Hank” Greenberg, has been quoted opposing the government takeover. “How can it be the right move if shareholders lose 80% of their equity?” he is quoted by the Bloomberg news wire as saying. No matter what one thinks of Mr. Greenberg — and you don’t have to go far on Wall Street to find those that blame him for some of the current problems at the company whose leadership he was forced out of three and a half years ago under government pressure — surely he and other shareholders deserve the right to vote on whether, and at what price, to sell the government 80% of what they own.

A lot of those shareholders are now people who bought the stock Friday relying on the company’s promise of a shareholder vote. If the stock sinks today based on what the company admits were “errors” in its SEC filing, those shareholders will have plenty of cause to be upset. We’d imagine they’d want to know whether the filing contained actual errors, or if Secretary Paulson is trying to change his “take it or leave it” deal after it was offered, to try to avoid a shareholder vote. Our point here isn’t to tell AIG’s shareholders how to vote, but to underscore the principle that if we want to preserve a distinction between what is happening now and Communist Russia, it has to be that before the government takes control of a company the company’s owners — the shareholders — deserve a say on whether they want to sell it.


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