The Goldman Sachs annual meeting scheduled for Tuesday, April
3,
should be a celebration, considering that the company raked in
record-breaking profits of $9.5 billion last year.
But the party may have to wait if an irate shareholder gets
his
way.
Last week, Jeffrey W. Bader, a New York-based defense lawyer,
filed
a lawsuit against Goldman’s officers and directors alleging that the
company’s most recent proxy statement undervalues the price of stock
option
awards granted to top executives and “materially understates the
total
compensation of the CEO and the other named executives.”
The lawsuit, filed March 16 in U.S. District Court in New
York,
seeks to halt the 2007 annual meeting or, in the absence of such an
injunction, to cancel any election of directors, and demands an
“equitable
accounting” of the allegedly excessive compensation. The
lawsuit also requests
that the defendants make reparations, either with
money or a reduction in the
amount of options granted.
Bader’s lawsuit is likely just the first salvo in a
battle-charged
proxy season. Experts say the Securities and Exchange
Commission’s new
disclosure rules will continue to reveal pay packages that will
outrage
some shareholders—or simply arm other, more jaded types with fresh ammo
for their personal causes.
Meanwhile, more than 60 companies noted for having excessive
compensation were recently hit with shareholder proposals for the
so-called “say
on pay” vote. Throw in the battle for shareholders’
access to the corporate
ballot, and shareholder activism seems to be
hitting new highs.
In his suit, Bader alleges that Goldman undervalued stock
option
awards by more than $23 million because it didn’t correctly apply the
Black-Scholes model for pricing options. For example, Goldman CEO Lloyd
Blankfein earned $54.7 million in 2006, according to the firm’s proxy,
but Bader
charges that his actual compensation was $60.2 million.
Bader is no stranger to the courts. Last year his wife, Lauri
Cohen Bader, filed a similar lawsuit against Lehman Bros. Lehman entered into a
settlement agreement with Bader in January and is awaiting final approval from
the U.S. District Court in New
York. Bader also recently sued Fannie Mae for similar
reasons.
His lawyer, Arnold Gershon, said he didn’t know whether the
Baders
planned to file lawsuits against other companies regarding the pricing of
stock options.
Filed
by Jeff Nash of Investment News, a
sister publication
of Workforce
Management. To comment, e-mail
editors@workforce.com.