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Furthering Insolvency?
What was Enron's Board thinking? Where were the Tyco directors while Dennis went shopping? Had MCI's directors been invited to Scott's new Florida mansion? This stuff makes the headlines, but all across the country, decisions are made by boards of directors that don't come close to this scale and will never see the light of day, much less a courtroom. However, these decisions are no less questionable and susceptible to attack, leaving a director in litigation for years. This is particularly true should the company end up in bankruptcy with creditors having been harmed.
An Example
A roll-up of IT consulting companies is formed in 1997 with $500 million in capital and 9:1 leverage. Performance peaks in 1999 at $680 million in revenues and $90 million in EBITDA. The acquisitions were never integrated, the operations remained decentralized, and controls were weak. Cash flow, however, is strong and the D&O insurance is paid. The board (four investors and one independent director) is pleased with results.
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