Starr seeking legal separation from AIG
A wealthy private company controlled by former American International Group Inc. chief executive and chairman Maurice (Hank) Greenberg is asking a New York court to rule the entity no longer has an affiliation with AIG.
Starr International Co. Ltd., which operates from Bermuda and Dublin, also wants to make it clear that AIG has no claim on its assets, including a 12 percent stake in AIG stock worth some $19 billion, at current market value.
Starr International Co., a company founded in Panama more than 60 years ago and named for AIG founder Cornelius Vander Starr, operated over the last three decades as a deferred compensation vehicle, offering AIG stock options to employees that were not redeemable until retirement age.
But Starr, which is often called SICo, claims the connections with AIG were severed in March when Mr. Greenberg, 80, was ousted after nearly four decades of leading the company. AIG last month announced a new deferred compensation plan that doesn't count on the shares held by SICo.
Mr. Greenberg's departure as chief executive and subsequent resignation from the AIG board came amid a deepening probe led by New York Attorney General Eliot Spitzer into accounting irregularities. AIG and former management, including Mr. Greenberg, were later named in a lawsuit brought by Mr. Spitzer that is yet to be settled.
Starr's legal action ? filed last night with the US District Court in New York ? is a counterclaim to an action that AIG filed on September 27, attempting to wrest control of Starr International from Mr. Greenberg. In that action, AIG claimed that Starr's assets were held "strictly in a trust capacity for the benefit of AIG and its employees".
AIG's legal action was itself a counterclaim to a July lawsuit filed by Starr in a bid to repossess a valuable art collection, stock certificates and Mr. Greenberg's personal effects from AIG locations across the globe, from Bermuda to the Philippines.
Now the legal tussle enters round three, with SICo asking the court to rule AIG can make no claim on the company's assets because its stake in the company was gained through a predecessor company. Under an arrangement in the early 1970s, Starr's original voting shareholders opted to swap a stable of managing general agencies for stock in Bermuda-based American International Reinsurance Co. Those same shareholders chose to forfeit the swap's proceeds ? then worth about $110 million ? in the interest of funding SICo to offer a compensation programme.
SICo's AIG compensation programme was offered biennially, with no participant guaranteed to keep their spot beyond a two-year term. Over three decades, 23 million shares out of Starr's holding of 310.7 million AIG shares were offered to deserving employees.
SICo spokesman Howard Opinsky last night said there was never a contract with AIG, verbal or written, to use any portion of its stake in AIG for the continued compensation of AIG employees. And he did not rule out SICo selling all or part of its AIG shareholding to diversify into other investments.
He said however that management intend to honour commitments made over the last 30 years to AIG employees, but want it legally ruled that SICo is separate from AIG, and that there is no continued obligation to invest assets in any prescribed way.
"The resolve of the directors and voting shareholders to see that the participants receive these shares at the proper time is unwavering," Starr said in its 52-page filing.
And SICo said there was pressing need to be declared legally separate from AIG, otherwise it is bound by securities rules from trading the shares it owns. This includes it being precluded from disbursing vested shares to AIG employees who are now reaching retirement age, the legal filing said. SICo also can't trade shares it holds in certain publicly traded third parties "free of restrictions", according to the filing. SICo's holding in third parties is made up of companies, some based in Bermuda, that AIG holds significant stakes in: 21st Century Insurance Group, Transatlantic Holdings, Inc., Steinway Musical Instruments Inc., Primus Telecommunications Group Incorporated, Perini Corporation and IPC Holdings Ltd. AIG spokesman Chris Winans last night said the company was not prepared to comment on the latest filing from Starr International.
A cadre of ex-AIG executives, the majority of whom are in Mr. Greenberg's generation and retired, make up SICo's board: Houghton Freeman, Edward E. Matthews, John J. Roberts, Ernest Stempel, Howard I. Smith, L. Michael Murphy and newly appointed Cesar C. Zalamea.
Under the company's by-laws, the directors cannot liquidate the company's assets for their own gain. An Irish charitable trust, that was until recently based in Bermuda, is the beneficiary of SICo's assets. The board is appointed by eight voting shareholders, four of whom continue to hold senior AIG positions: Robert M. Sandler, Thomas R. Tizzio, Edmund S.W. Tse and a Bermuda AIG executive, Joseph C.H. Johnson.
Starr has also recently legally made Dublin, not Bermuda, its "principal place of business". Mr. Opinsky said the manoeuvre had no effect on the size of SICo's Bermuda operation. The company operates on the Island from an office at 101 Front Street, after having established itself here in 1972. It was based at AIG Bermuda's Richmond Road office until earlier this year.