The Shareholder ForumTM


"Say on Pay" Proposals

Forum Home Page

"Say on Pay" Home Page

Program Reference


New York Times, October 16, 2008 article


The New York Times




October 16, 2008

Cuomo Seeks Recovery of Bonuses at A.I.G.



Craig Ruttle/Associated Press

“A.I.G.’s belief is that they had the party, and the taxpayers will have the hangover,” Andrew Cuomo, the attorney general, said.

New York’s attorney general demanded on Wednesday that the American International Group recover bonuses and other payments from its former executives, lest he take formal action against the insurer.

Recently bailed out by the federal government, A.I.G. is afloat only because of billions of dollars in government loans. With more and more taxpayer money committed, Congress and others have expressed outrage over high pay in general at financial firms and in particular at some of the perks that have come to light at A.I.G.

The attorney general, Andrew M. Cuomo, made his demand in a letter to A.I.G.’s board, citing “unwarranted and outrageous expenditures” by the company as contrary to New York law. The letter, which described a lavish golf outing and an overseas hunting trip that cost nearly $100,000, follows other recent disclosures of excess by corporate America.

The threat against A.I.G., which Mr. Cuomo announced at a news conference on the street just a block away from the New York Stock Exchange and his office, seeks to recover multimillion-dollar payments to Martin Sullivan, A.I.G.’s former chief executive, and Joseph J. Cassano, who ran the unit blamed for the losses that pushed the company to the brink of collapse.

“A.I.G.’s belief is that they had the party, and the taxpayers will have the hangover,” Mr. Cuomo said, addressing a sidewalk throng of reporters, camera crews and tourists. He added that his office could bring civil charges if A.I.G. did not work to recover big bonuses paid to executives.

His actions are reminiscent of the sweeping attacks on Wall Street by Eliot Spitzer, who was the attorney general before his brief term as governor, which ended in scandal.

Public anger has grown the last few weeks over executive compensation. Lawmakers in Washington last week criticized the $442,000 that an A.I.G. subsidiary spent on a weeklong resort retreat for top sales staff, within days of receiving government aid. The Treasury Department, in the midst of engineering a multibillion-dollar bailout of the financial industry, has announced that it will limit compensation to top executives whose companies took advantage of federal aid.

“People are outraged that these large businesses have shafted the shareholders, that’s why were seeing this,” said Kenneth N. Klee, a law professor at the University of California, Los Angeles. “And rightly so.”

In his letter, Mr. Cuomo pointed to payments made even as A.I.G.’s losses were mounting.

“The board awarded its chief executive officer a cash bonus of over $5 million and a golden parachute worth $15 million,” Mr. Cuomo wrote. “Similarly, in February 2008, a top-ranking executive who was largely responsible for A.I.G.’s collapse was terminated, but still permitted by the board to keep $34 million in bonuses. This same individual apparently continued to receive $1 million a month from the company until recently.”

Mr. Cuomo was apparently referring to Mr. Sullivan, the former chief executive at A.I.G., and to Mr. Cassano, who ran A.I.G. Financial Products, the company unit that was heavily involved in the complex financial transactions that led to billions of dollars in losses.

An A.I.G. spokesman, Nick Ashooh, said the company had received Mr. Cuomo’s letter and “will of course fully cooperate with the attorney general’s office, and it will get the immediate attention of the board.”

Two weeks ago, long before Mr. Cuomo’s letter was sent, the company began reviewing all expenses and activities, Mr. Ashooh added.

Lawyers for Mr. Sullivan, who was ousted in June, and Mr. Cassano, who resigned in February, did not return calls on Wednesday. In his letter, Mr. Cuomo went on to cite golf and hunting trips that executives at A.I.G. took after the government extended an $85 billion line of credit to the insurance company, which has since obtained additional financing from the Federal Reserve Bank of New York.

A handful of A.I.G. officials flew to England on a private jet for a partridge hunt that reportedly cost about $90,000. The use of the plane cost about $17,000, according to a person familiar with Mr. Cuomo’s investigation.

Mr. Cuomo’s demand rests on a provision of New York law that allows creditors to challenge any payment by a company if the company did not get adequate value in exchange. In this case, the argument would be that the executives took millions of dollars in compensation and severance but did not provide service worth the money.

“Obviously, it’s a question of proof,” said Jim Cohen, a law professor at Fordham University. Lawyers for the attorney general, in the name of creditors of A.I.G. — say, the people of New York to whom the company may owe taxes — would try to convince a judge of how little executives’ services were worth.

“It’s a difficult situation, because you’re going to have to get into what the market was,” Professor Klee said. He added that if Mr. Cuomo’s tactic worked, creditors might try to use it in other contexts to pursue highly paid executives, like those who worked at Lehman Brothers, now in bankruptcy proceedings.

“It’s not going to be easy litigation,” he said, “but it certainly could be brought.”


A version of this article appeared in print on October 16, 2008, on page B1 of the New York edition.


Copyright 2008 The New York Times Company




This Forum program is open, free of charge, to anyone concerned with investor interests relating to shareholder advisory voting on executive compensation, referred to by activists as "Say on Pay." As stated in the posted Conditions of Participation, the Forum's purpose is to provide decision-makers with access to information and a free exchange of views on the issues presented in the program's Forum Summary. Each participant is expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

The organization of this Forum program was supported by Sibson Consulting to address issues relevant to broad public interests in marketplace practices, rather than investor decisions relating to only a single company. The Forum may therefore invite program support of several companies that can provide both expertise and examples of performance leadership relating to the issues being addressed.

Inquiries about this Forum program and requests to be included in its distribution list may be addressed to

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.