AIG sues Greenberg for shares
The fortunes of several Bermuda residents hang on a New York court decision after American International Group filed a lawsuit to wrest control of Starr International Company Ltd., a company based on the Island, away from ousted chairman Maurice (Hank) Greenberg.
AIG?s legal action ? a countersuit filed after Starr International sued the company to repossess a valuable art collection, stock certificates and Mr. Greenberg?s personal effects from AIG offices from Bermuda to the Phillipines ? was filed in Manhattan on Tuesday. In the petition, the commercial insurance giant asks the court to order Mr. Greenberg to relinquish Starr, commonly referred to as SICo, the privately-held company owning $18 billion in AIG stock, that he remains chairman of.
AIG?s Richmond Road, Hamilton address was home to SICo until March when a US regulatory probe of the company?s offshore structure and possible missuse of finite risk reinsurance policies turned heated. The investigation, led by New York Attorney General Eliot Spitzer, eventually unseated Mr. Greenberg, 80, after nearly 40 years? rule over AIG. Mr. Greenberg and fired chief financial officer Howard Smith were later named, along with AIG, as defendants in a civil suit filed by Mr. Spitzer. AIG?s former Bermuda lawyer, L. Michael Murphy, was also named throughout the suit, but not made a defendant.
SICo, a Panamanian company based in Bermuda and with offices in Dublin, was formed in 1943. Over the years its assets, primarily made up of a 12 percent AIG stake, have ballooned in value from $110 million to about $18 billion today.
A decision was made by shareholders in 1970 to sell, or effectively swap, some agencies it owned with Bermuda-based American International Reinsurance Company, an AIG predecessor company. When AIRCO later became AIG the stock was converted.
Company spokesman Howard Opinsky said the shareholders of Starr International could have taken the difference between the market value and the book value of those agencies, when the compensation plan was designed some three decades ago.
They would have pocketed about $110 million.
A cadre of ex-AIG executives, the majority of whom are in Mr. Greenberg?s generation and retired, make up the board: Houghton Freeman, Edward E. Matthews, John J. Roberts, Ernest Stempel, Howard I. Smith and Mr. Murphy.
Company officers are Mr. Greenberg, president Mr. Murphy, managing director Mr. Matthews, vice-president and treasurer Stuart Osborne, Margaret Barnes is vice-president, controller and assistant secretary, and Jennifer Barclay, secretary.
Margaret Barnes, according to a New York Times report earlier this year, is based in Dublin, and was one of the Irish AIG representatives locked down in late March, by company lawyers seeking information as part of the probe.
Mr. Murphy, Mr. Osborne and Ms Barclay all worked for AIG?s Bermuda operations until March. Mr. Murphy was fired over Easter week-end for refusing to co-operate with company lawyers seeking information to do with a regulatory investigation. Mr. Osborne, an accountant, and Ms Barclay, Mr. Murphy?s assistant, left the company within a week of Mr. Murphy.
Ernest Stempel, 88, who is listed on Forbes? annual list of the world?s wealthiest along with Mr. Greenberg, lives in Bermuda.
Now worth $18 billion, if SICo were to liquidated its AIG shares the value would go to the Starr International Charitable Trust, which was a Bermuda company until redomiciling to Dublin last year.The charity has three trustees: Mr. Murphy, a SICO executive named Margaret Barnes and the British banking giant HSBC Group, according to a New York Times report.
SICo now calls home a moderate-sized, well-appointed first floor space in Mercury House ? a quiet office building on Front Street.
The same address is also home to Starr International Investments Ltd., a subsidiary company. Both companies share the same directors and management, according to company records filed with Bermuda?s Registrar of Companies. As a deferred compensation vehicle, SICo was designed to encourage loyalty amongst the company?s most promising employees. Shares were awarded biannually, but could not be redeemed until retirement.
AIG, in its suit, states the shares are held in trust by SICo for the ?exclusive purpose of being distributed to AIG employees?.
Mr. Opinsky said SICo and AIG never had a contract stating ?the SICO programme must be created, or continue.?
He said the compensation scheme created because the original 12 voting shareholders ? five of whom are still living and continue in that role ? felt SICo?s interests were aligned with those of AIG.
Mr. Opinsky said SICo now has ?no alignment of interest any longer,? with AIG, and doesn?t rule out the company diversifying its investments, which are currently 90 percent made up by the AIG stock holding.
But that won?t happen if AIG has its way. Its suit asks the court to award AIG damages for what it calls ?SICo?s breach of contract?, to turn over its holding of 290 million shares, and reinstate AIG executives as SICo?s management and board.
?We brought this case in the interest of our shareholders and employees,? said AIG spokesman Chris Winans.
Mr. Opinsky says the original shareholders still behind SICo ? Mr. Greenberg, Edwin Manton, Mr. Freeman, Mr. Stempel and Mr. Roberts ? are the only ones who know SICo?s game plan.
?When AIG said they know what the original shareholders intended...they couldn?t possibly, because they were not them,? he said.
Up until the falling out between AIG and the Greenberg camp, a number of the giant insurers? executives sat on the SICo board.
Mr. Opinsky said some AIG executives resigned from SICo, and others were voted off because it was clear they were intending to resign, because AIG ordered it.
Mr. Opinsky said Mr. Greenberg?s personal items were returned, after SICo filed its July suit against AIG, but other items belonging to Starr International, including an art collection worth some $15 million, has not.
AIG announced a new compensation programme on Tuesday. The programme may have upset shareholders as it could dilute the existing value of shares.