September 17th, 2008
Is Suing the Boss a Career-Enhancing Activity?
Here’s one lawsuit I want to follow: A group of former and current Los Angeles Times editorial staffers is suing Tribune Co. (the paper’s corporate parent) and Tribune CEO Sam Zell, “contending that reckless management is destroying the value of the company,” according to a story in the Times.
The lawsuit, which seeks class-action status on behalf of all employees of Tribune, was filed in U.S. District Court in Los Angeles and “alleges that Zell and former Tribune CEO Dennis J. FitzSimons devised a plan to take the company private to enrich themselves to the detriment of employees,” according to the Times. “Tribune’s roughly 18,000 employees became owners of the company when it was taken private in a transaction that saddled the business with $12.5 billion in debt and also created an employee stock ownership plan late last year,” the story added. “As part of deal, FitzSimons received nearly $21 million in bonuses, severance and other payouts, according to the lawsuit.”
Problem is, Tribune employees don’t really have much of a say in the employee stock ownership plan, so that has left them at the mercy of corporate troglodyte Zell (apologies to troglodytes) and his ham-handed henchmen like Tribune COO Randy Michaels. Zell and his gang seem to be dismissive of all the journalists and others in the company who have the temerity to ask questions and challenge Zell’s style and strategy.
That’s what makes this lawsuit so interesting. There’s only one current Los Angeles Times employee who is taking part in the suit, but he’s a Times star—Pulitzer Prize-winning automobile writer Dan Neil. “We don’t think the management of the company has been in the best interests of the employee-owners,” Neil told his own newspaper in the story on the lawsuit. “The Los Angeles Times is too important to be left in the hands of corporate raiders,” said Neil, who in 2004 won the Pulitzer for criticism for his automobile reviews.
As The Wall Street Journal points out, Zell’s $8.2 billion buyout of Tribune last December had an unusual twist: “The stock plan, known as an ESOP, became the majority owner, while Mr. Zell invested about $315 million in exchange for a promissory note and warrants to buy 40 percent of the company. The deal weighed down Tribune with nearly $13 billion in debt, but the ESOP structure allowed Tribune to avoid most federal income taxes.”
In other words, Zell only put down about 4 percent of the total price of the company and is using the employee stock plan to fund the rest. Neil told the Journal that he hoped the suit would unearth more information about how the company is run. “There has been a notable lack of transparency in the operation of Tribune, “Neil said. “We as employee owners of the company want to know about the finances of the company.”
Most employees would not have the cojones to get into a lawsuit against their employer. For most workers, suing the boss is not a career-enhancing activity. But if there is anyone who can do something like this, it’s someone like Neil, mainly because superstars have a lot more options than regular rank-and-file workers do. Plus, it throws down the gauntlet and challenges Zell to do something very Zell-like and boorish—like fire Neil out of pettiness and spite because he took part in this legal action.
So this is going to be a fun one to watch. It will surely be an object lesson for all: Executives and managers will get an look at what happens when a star employees confronts the boss, and workers will get a visceral thrill from seeing what happens when one of their own spits (figuratively, of course) in the owner’s face.
My money is on Zell doing something incredibly stupid and foolish, given his track record of such behavior in his brief tenure at Tribune. I’m betting that in this latest legal confrontation, he won’t let me down.
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