Kevin Connor has found something rather interesting with respect to the Wells Fargo-Wachovia merger: Donald Rice, who was Wells Fargo’s chairman until 2007, sits on the board of a company called Vulcan Materials. Also on the Vulcan board are Donald James and John Baker, who sat on the Wachovia board.

When Wachovia was incorporated into Wells Fargo, a dozen of its directors found themselves with no seat on the new board. But Donald James and John Baker — the men who had sat with Rice on the board of Vulcan — were whisked over painlessly to the Wells Fargo board.

Connor concludes:

The data can be interpreted a few different ways, but it strongly suggests that the Vulcan Three were at the center of this deal — that Rice, James, and Baker played key behind-the-scenes roles in the Wells-Wachovia merger.

There’s no smoking gun here, of course. But it’s certainly an intriguing hypothesis.

Good on Audit Integrity for fighting back against the blatant bullying being perpetrated on it by Hertz.

A brief history is in order: on September 16, Audit Integrity released a report, based on new and proprietary analysis, listing 20 large public companies with the highest probability of declaring bankruptcy in the next twelve months. One of those companies was Hertz, which, in its latest 10-K, has a 23 pages of risk factors, including these:

We have substantial debt and may incur substantial additional debt, which could adversely affect our financial condition, our ability to obtain financing in the future and our ability to react to changes in our business…

Despite our current indebtedness levels, we and our subsidiaries may be able to incur substantially more debt…

Our reliance on asset-backed financing to purchase cars subjects us to a number of risks, many of which are beyond our control…

We may not be able to generate sufficient cash to service all of our debt or refinance our obligations and may be forced to take other actions to satisfy our obligations under such indebtedness, which may not be successful…

A significant portion of our outstanding indebtedness is secured by substantially all of our consolidated assets. As a result of these security interests, such assets would only be available to satisfy claims of our general creditors or to holders of our equity securities if we were to become insolvent to the extent the value of such assets exceeded the amount of our indebtedness and other obligations.

Hertz wasn’t happy with the Audit Integrity report, and sent the company a rather silly letter on September 22, which included lines like this:

Several analysts follow Hertz and its competitors closely, and all of them have significantly increased their estimates of the per-share price of Hertz’s common stock from where their price targets were 6 months ago. In addition, had your staff taken the time to review what the analyst community is saying about the rental car industry in general and Hertz in particular, you would have learned the favorable macro economic factors working in favor of the industry into the foreseeable future.

Heaven forfend that an independent research house should do something other than just “review what the analyst community is saying” and look at “macro economic factors”!

The really nasty bit of the letter, however, was where Hertz’s general counsel not only threatened to sue Audit Integrity over the report, but also copied the general counsels of all the other companies on Audit Integrity’s list, encouraging them to do likewise.

The lawsuit arrived on September 25. It’s pretty weak stuff, but Hertz is clearly hoping that it can embroil Audit Integrity in a large number of annoying and expensive lawsuits, brought not only by itself but by any other company that Audit Integrity singles out as being at risk.

So Audit Integrity’s chairman, James Kaplan, has decided to take this to the SEC:

Hertz is entitled to protest Audit Integrity’s findings. It also has the right – in fact, we believe the obligation — to address the areas of risk which we identified, and take steps to correct them. Such actions would benefit Hertz’s shareholders and would show that fact-based research was being used to improve the transparency and financial health of the company. Instead, the company has chosen to defame our methods – which are published on our website, but which the company’s management apparently has not read – and to invite unrelated companies to file action against us.

Frivolous attempts to crush independent research do not benefit investors. Publicly dismissing our model as “misinformation and untruths” also is a materially misleading statement about Hertz’s current financial condition…

As you have stated that you plan to step up the SEC’s enforcement efforts and better protect investors, it is my hope you will investigate this matter. It is possible Hertz will yet prove to be one of America’s great corporate success stories, but there is a disturbing trend of financially precarious companies aggressively trying to silence or tarnish their critics in the months immediately prior to their demise (Enron, Tyco, and Lehman immediately come to mind). If Hertz is allowed to mask serious financial risk by attempting to discredit quantitative research, Hertz’s shareholders may follow in the footsteps of others who suffered from a lack of warning.

It would be great if the SEC took this letter very seriously. Not all independent research is accurate, but the way for companies to deal with inaccurate research is to engage it on the merits and the substance, rather than to launch bullying lawsuits which have the aim of shutting down the research house in question. I haven’t spent any time looking in detail at the Audit Integrity report, but I do know that Hertz’s response is extremely worrying, and in and of itself raises serious questions about the company’s commitment to transparency and openness.

Jack Welch likes to cultivate an image as a straight-talking kinda guy who would never say something to an enclave of CEOs that he wouldn’t be happy putting his name to in one of his books or columns.

Except, according to the Economist (a/k/a Matthew Bishop):

This columnist once heard Mr Welch tell a chief executives’ boot-camp that the key was to have the compensation committee chaired by someone older and richer than you, who would not be threatened by the idea of your getting rich too. Under no circumstances, he said (the very thought clearly evoking feelings of disgust), should the committee be chaired by “anyone from the public sector or a professor”.

Maybe that’s the reason he finally retired from GE: there was no one left who was richer than he was.

Update: Bishop went into more detail on this here.

David Reilly reckons we should have bankers overseeing banks:

Only about 15 percent of directors have banking experience at the 10 largest U.S. commercial banks by assets, according to my own analysis. Include directors with investing, accounting, insurance or real estate backgrounds and the rate creeps up to only 33 percent…

Bank directors also include academics, politicians, retired military officers and heads of nonprofit groups such as the Pennsylvania Horticultural Society. There are more of these folks than non-executive directors with banking experience at the banks I examined.

This is startling, and I’d be inclined to agree with him — if he did a bit more empirical work. Looking at the percentage of directors with banking experience is just step one; the second step is to see if there’s any correlation between the number of directors with banking experience, on the one hand, and the performance of the bank, on the other. Reilly writes:

To understand what might sink a bank, directors needed a grasp of instruments like collateralized debt obligations and off- balance-sheet entities like conduits or structured investment vehicles…

Boards with more investing, finance and accounting experience may be better positioned to deal with today’s quickly evolving financial industry.

Or, they may not: bankers have proven themselves, over the past couple of years, to be just as oblivious as everybody else when it comes to complex products and systemic risks.

So let’s do a bit of homework here, and see whether banks with boards with lots of financial experience are less likely to lose money, or less likely to blow up, than banks with few such board members. Then we can start pushing them to make changes, starting with the chairman of BofA.

Ben Bernanke, Tim Geithner, and Sheila Bair have put out a statement which says that the stress tests aren’t just about capital:

Over the next 30 days, any BHC needing to augment its capital buffer will develop a detailed capital plan to be approved by its primary supervisor, in consultation with the FDIC, and will have six months to implement that plan…

In addition, as part of the 30-day planning process, firms will need to review their existing management and Board in order to assure that the leadership of the firm has sufficient expertise and ability to manage the risks presented by the current economic environment and maintain balance sheet capacity sufficient to continue prudent lending to meet the credit needs of the economy.

I’d love to know what this means. Who’s going to review the management and boards of these companies, if not the management and boards themselves? And what are the chances that any such entity will come to the conclusion that the leadership of the firm does not have “sufficient expertise and ability to manage the risks presented by the current economic environment”?

I suspect that this requirement is basically a way to allow Treasury to make any changes it wants at the top of the banks’ org charts. Obviously Ken and Vikram are at the top of most pundits’ hit lists, but there’s a good chance that Treasury has overly-complaisant boards in its sights too. I’m sure that Walter Massey is a first-rate physicist, but he has no financial experience whatsoever: is he really the best possible person to be chairman of the largest bank in America? I suspect that Treasury might have its doubts.