Bearing Down on the Bear Board
What's Bear Stearns worth? It's ultimately the responsibility of its board of directors to determine the best price its shareholders can get, and, as evidenced by the events of the past 10 days, they don't have much of a clue.
A week ago, the Bear board unanimously approved a deal to sell the company for $2 a share to J.P. Morgan because the only other option was bankruptcy—a potentially more disastrous outcome for shareholders.
Today, the board agreed to sell Bear Stearns for five times that amount, and it signed off on the sale of 39.5 percent of the firm without shareholder approval. James Cayne, the chairman of the board, reportedly joined forces last week with some of Bear's largest shareholders to find a better offer than the very one he had agreed to just days earlier.
No wonder the guy has a bodyguard.
| Also on Portfolio.com: The Rescue of Bear Full coverage of the takeover. The Lawyers How the original deal got done. |
The directors of Bear will likely be long forgotten by then, which isn't surprising considering the low profile they've maintained even at the center of this high-profile affair.
Just who is behind the upheaval of Bear? For starters, "diverse" might not be a word used to describe the makeup of the 12 seats on its board. No women, only one minority, and no one under the age of 56 had a say in the Bear sale. Below is a snapshot of the players:
Alan Schwartz, 56
Schwartz became chief executive of Bear in January, when the embattled James Cayne stepped aside to focus on his bridge and golf games. Schwartz has been in the eye of the storm ever since.
Alan Greenberg, 79
"Ace" Greenberg was chief executive of Bear from 1978 to 1993 and chairman of its board from 1985 to 2001. Of all of the Bear directors, the sale may have been hardest for Greenberg, who spent his entire career there, starting in 1949. He also serves on Viacom's board.
James Cayne, 72
Cayne's downfall last year was precipitated by the collapse of two Bear Stearns hedge funds at the start of the credit crisis. No executive could have survived the media spotlight on the many hours at the bridge table, on the golf course, and in bathroom stalls smoking joints. Cayne was no exception.
Henry Bienen, 67
Bienen has served as president of Northwestern University since 1995 and has served on Bear's board since 2004.
Carl Glickman, 80
Glickman is described by Bear Stearns as a "private investor," and he's served on the board since 1985. He started a real estate development firm called the Glickman Organization in 1953, and he serves on the board of the Lexington Corporate Properties Trust.
Michael Goldstein, 65
Goldstein stepped down from his post as chief executive of Toys R Us in 2001, and he joined the board of Bear Stearns in January 2007. He serves on the boards of five other public companies, including Martha Stewart Omnimedia and Medco Health Solutions.
Donald Harrington, 61
Few people probably know that the Bear directors had a priest in the house, ready to administer the last rites upon the death of the bank. Donald Harrington has been a board member since 1993 and has been president of St. John's University since 1989.
Frank Nickell, 59
Nickell runs Kelso & Co., a private equity firm. He's been on Bear's board since 1993.
Paul Novelly, 63
Novelly is the chairman and chief executive of Apex Oil Company, which stores and transports petroleum products. He's occupied a seat on Bear's board since 2002.
Frederic Salerno, 63
Formerly the chief executive of Verizon Communications, Salerno is a professional corporate board member. He sits on the boards of six public companies, including Bear Stearns, where he's been since 1992.
Vincent Tese, 63
Tese is also making a comfortable living as a professional board member. He sits on the boards of six public companies and serves as the chairman of Wireless Cable International, a privately held developer of cable television systems. He's served on Bear's board since 1994.
Wesley Williams, 64
Williams was a partner at the law firm Covington & Burling until his retirement in 2005. He currently serves as co-C.E.O. and co-chairman of the Caribbean-focused financial conglomerate Lockhart Companies. He's also the former chairman of the Federal Reserve Bank of Richmond. He's been on Bear's board since 2004.






