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kenlewissadOkay, now. Imagine you are Ken Lewis, who yesterday announced his decision to take early retirement from his position at Bank of America. No, go ahead. Take a deep breath and put yourself in his shoes. Nice shoes, huh? Sure. That comes with the job. Hey. Get your mind off your wing-tips and pay attention. You want to understand why Ken walked? Look at it this way:

Choice #1: Everybody is on your butt. They don’t like the merger you arranged with Merrill Lynch. They certainly don’t like the billions of dollars in bonuses you paid to your new colleagues. They don’t like you. That means pretty much everybody, including a bunch of politicians who came to the party very, very late and now are in a professional public swivet that’s honing in on you.

You’ve been at the place since 1969. Ah, those were the days! There was nowhere to go but up. The future looked bright and clear. Now, all you can think about is who and what is going to be on the other end of the line when the phone rings again. You walk around mad all the time. Mad and, yeah, if you had to admit it, scared, too. Conversations with your Board and your legal team are horrendous. Nobody says, “Hi, Ken!” when they see you in the hall.

Worst of all, your friends, the ones who haven’t abandoned you, ask you “How are you doing?” all the time, with a concerned expression. You hate that concerned expression. And as you look forward to the days and years ahead, all you see is incessant labor, never-ending rationalizing of what you’ve done to friends, enemies, lawyers and legislators, endless hours in featureless conference rooms soaking up the acid in your stomach with muffins from the credenza in the corner.

Choice #2: You go home. Sure, you still have to appear in public show-trials for the next few years. You will no longer have the power to make grown men cry, except perhaps waiters. But the hell with all that.

Although you’re not entitled to the massive severance package you might have enjoyed under normal circumstances, you do have all that dough you’ve socked away over the years. In addition, there are pension benefits reportedly worth $53.2 million and about $82 million in stock and other compensation that you’ve received over the course of your career. The government watchdogs can’t touch anything that was legally binding as of last February, although they’ll be sure to try.

Let ‘em. You’ll be long gone. Any way you slice it, you’re not going to be shopping at the local mall for your sans-a-belts. First thing you’ll do, maybe, is get a couple of days away someplace with the family. Paris, maybe. Or Cabo. Except Cabo is so crowded these days. Maybe Kiawah, for some golf. Yeah. And if they want to find you, well, they can call your cell. It’s possible you’ll be going into a tunnel when they do, too.

That’s it. That’s your choice. I don’t think it sounds like a tough one, do you?

dogSometimes you just don’t know what to think.

On the one hand, there’s Michael Moore’s new movie, Capitalism: A Love Story, which takes an outraged look at the havoc that the financial crisis has caused on your basic, working (or now non-working) American citizen. Yeah, I know, a lot of you folks would drop Mr. Moore off a mountain made of his own money if you had the chance. But the guy can make a case.

His point is that our economic system is controlled by idiots, con-men and selfish, greedy SOBs who don’t give a damn about us and run the system for their own benefit. I don’t think you have to be a flag-waving leftie like Mr. Moore to agree with that one. I think a lot of Glenn Beck people would sign on to that premise.

The fat man in the hat is also righteously peeved that the Government bailed out all those big banks and insurance companies that nearly brought us all down. And again, there’s a fair chunk of right-thinking America that’s hopping mad about that, too. So maybe Moore’s anti-capitalist screed is actually an interesting nexus at the point where right and left converge in hatred of the system that rewards failure and lets the bad guys run the next iteration of the machine. Nobody ever lost money at this point underestimating the anger of the American people.

And of course we all have plenty to be angry about. We could spend the next decade yelling at, prosecuting and punishing the moral morons and stupid geniuses who gave us our recession.

But then there’s James B. Stewart’s exhaustive, exhausting look at the “Eight Days” that shook the world back in September of 2008, in the September 21st, 2009, issue of The New Yorker. It’s a tick-tock about the week that the guys who run global capitalism bumbled their way toward the decision to go socialist for a while and bail out the system that pays for their limos.  

What you see is how close we all came to losing pretty much everything — our collective life savings, our homes, the insurance that protects us from disaster (subject to acts of God and any other consideration they can think of to avoid paying you).  We get a worm’s-eye view of familiar figures like Paulson, Bernanke, Geithner, Bank of America’s Ken Lewis, Lehman’s clueless Dick Fuld, pre-bonus John Thain of Merrill, the gang from AIG, thrashing around trying to figure out how to prevent the entire mess from going down the drain it was circling.

If you haven’t looked it up, you should. If it shows nothing else, it demonstrates how in a crisis the false divisions that separate one global behemoth from another, and private enterprise from Government, dissolve, leaving a management team all working for the same big corporation. You know it. You work for it too.

So that’s where I’m stuck, another year older and deeper in debt, as the old song goes. On the one hand, you’ve got to hate the fact that the miscreants wriggled off the hook, and that in many ways — just like after the fall of Communism in eastern Europe — the same creeps who screwed things up are back running the store, the new boss same as the old boss. All those big bailouts make a lot of people want to scream, and truly, there are so many things to despise about Wall Street. On the other hand, where would we be if the so-called free-marketplace had been allowed to go down, to be righteously allowed to fail? Every single person now reading this, and even those losers who aren’t, would be up the creek.

I don’t know where I come out. I’m confused. So I guess I’ll just handle that like everybody else these days. I’ll get mad! Ah, that feels better!

ballmerThe New York Times comes out strongly today for limiting the Constitutional rights of corporations. “What constitutional rights should corporations have?” the editors ask, and then, as editors will, they answer their own question: “To us, as well as many legal scholars, former justices and, indeed, drafters of the Constitution, the answer is that their rights should be quite limited — far less than those of people.”

I think this is kind of unfair. Yes, extending the rights of corporate entities to encompass all that we possess as Americans would probably further engorge the status and coffers of the entities for which we labor. But isn’t your corporation a lot like somebody you know?

When I was younger, I worked for a corporation that was a very old man with liver spots. He was grouchy and, like Chronos, often ate some of his children.

Later on, my corporation was a younger, bullet-headed sales dude from the midwest, obsessed with excellence, with very short hair and a serious drinking problem.

I won’t comment on the personality and appearance of the corporate body I work for now. It might get mad.

The Times makes a lot of good points. And certainly, in the case of Merrill and BOA, the question of whether corporations, like people, have the right to legal privilege is not a trivial one. At the same time, the idea that a corporation is NOT a person seems, well… kind of wrong, doesn’t it?

Isn’t Microsoft (MSFT) a person that looks and acts a lot like Steve Ballmer?

Don’t you know a lot of people who use Macs who sort of look a lot like them?

How about the people you know who work for, say, Bank of America (BAC)? Haven’t most of them incorporated the physical and personal aspects of their corporation?

How about you? What person is your corporation? Don’t you think of him/her/it that way? What’s he/she like? Are his/her feelings hurt that the Supreme Court may decide to limit his/her rights? Or is he/she excited about the possibility that the conservative judges may vote to grant her/him true personhood?

boylePerhaps you guys can help me understand something.

Word comes today from a most credible source that the failure of smaller banks may soon lead to more consolidation and mergers in the banking industry. One analyst told the New York Times that 200 to 300 small banks might fail in the near future, and be forced into mergers, presumably with larger entities.

This is a solution?

Didn’t we just see what happened to Citigroup (C) and Bank of America (BAC)? Aren’t both now being deconstructed due to unsuccessful, if not heedless, acquisitions? Haven’t empires from Rome to ITT fallen into rubble as a result of getting too big, too fast? And haven’t we seen ample evidence of that fact as recently as this morning, as the implied value of AOL ratchets down in the wake of a Google writedown (GOOG)?

This is not to say, as some have contended, that all mergers and acquisitions are bad. When two strong entities come together, it’s a beautiful thing. But ugly monsters made out of dead body parts yield the expected results, usually ending when a group of townspeople with pitchforks chase the poor creature into a barn that is then burned to the ground.

Certainly the merger of these bankettes, which are now suffering from being in the same room with the commercial real estate market, is preferable to their failure.

But is the future truly served if the muscle of capital does its usual thing, providing fees to all the lawyers, MBAs and other financial types as they once again set up great hulking behemoths destined to lurch over the cliff in the next high breeze?

ken_lewis__bofa_031In the huge Bank of America (BAC) fiasco/bailout/tailspin, there are a lot of people at whom it would be tempting to wave a wobbly finger. Ken Lewis is taking a lot of heat, and it’s not hard to see why. His decision to purchase Merrill Lynch back last fall is looking like the ultimate investment in a money pit. 

This morning it was revealed that during the last quarter of 2008, Merrill lost $15 billion. That’s a lot of money. I wonder what their security analysts would have to say about that. They’re still publishing their opinions about other companies, for some reason. Perhaps they would care to run some models and offer their views about their own?

Parenthetically, and apropos of very little, I do think it would be a good idea for executives in bad odor with the media, their shareholders, regulators and the public, to update their headshots when the first scent of smoke begins to waft through their hermetically sealed windows. The beamish one of Mr. Lewis, placed next to articles questioning his perspicacity, does him no favors.  Just a thought.

What does fascinate me, however, is the role of the consultants hired to investigate the wisdom of the deal from the shareholders’ perspective. As FORTUNE Senior Writer Colin Barr points out elsewhere on this site:

… CEO Ken Lewis’ decision to buy Merrill isn’t the only thing that looks questionable now. So does the advice he and the BofA board got on the hastily arranged Merrill deal from the bank’s advisers, Fox-Pitt Kelton and J.C. Flowers & Co.

The financial advisers offered opinions calling the deal fair to Bank of America shareholders… What’s more, the bank’s shareholders paid the advisers $20 million for the opinions – which the firms formulated after investigating Merrill Lynch’s condition over a single, hectic weekend.

$20 million bucks for… how many hours of work do you think that represented? Let’s be generous and say 1000, spread out over a lot of people. That means the firms were being paid $20,000 per hour for their work. That’s fine. Everybody has their price, and that was theirs. But don’t you think somebody should get a rebate? Do consultants ever give those? Perhaps not. Anway, why should they? They did what was required of them, after all, what is always required of such folks.

They told management what it wanted to hear.

When the Founders got together to establish this great Republic of ours, they had certain clear goals in mind. Here they are:

  • form a more perfect Union,
  • establish Justice,
  • insure domestic Tranquility,
  • provide for the common defense,
  • promote the general Welfare,
  • and secure the Blessings of Liberty to ourselves and our Posterity.

Throughout our history, this vision of what government should do has changed, grown and shrunk depending on the level of heart, spleen or brains any given generation of the ruling class has under their wigs, vests or pinstripes.

For instance, back in the 19th Century, “promoting the general welfare” might very well have meant keeping the poor locked up in houses especially designed to keep them off the streets, and to start children working at jobs that stunted their growth by the age of eight.

We don’t do that any more, pretty much. Since the 1930s, it’s been pretty much the common assumption among decent Americans that it’s better to provide a safety net for people, that no matter what philosophical universe you inhabit it’s not good for children to go to bed hungry or to have the poor parts of town burn down every ten years or so.

Same for old people. They tend to need more medical care than others, so Government provided a program to make sure that when they get sick they don’t have to wander around with a tin cup and cane pretending to be blind like they used to do.

Education, too. At some point a while back, it became clear that not everybody could afford to send their kids to private school, so somebody got the idea of creating schools that anybody could go to for free. We all pay for them, of course, some of us more willingly than others, in the form of taxes.

And forget about the whole “provide for the common defense” thing. The Government could probably provide every single one of us with a nice Z3 Roadster if we didn’t have to do that.

As society grows and changes, then, our idea of the proper role of Government — what it needs to do to protect the needy, the weak, the powerless, the downtrodden, the huddled masses and their friends — mutates and shifts along with it.

Today we can add another group to the list of those who require intercession by We the People: Big Banks that have mismanaged the deposits entrusted to them by their customers. Two hundred and fifty billion dollars to once-proud burghers like Citigroup (C), Goldman Sachs (GS), Bank of America (BAC) and JP Morgan Chase (JPM). It seems like a small price to pay to make sure that none of these banks go hungry, or are forced to spend a night on the streets begging for the price of a martini — which can go as high as $20 in many major cities.

Many of us complain about Government and how it’s gotten too big, or intrudes too much on the free markets that we love so much. Now many of those who have complained the loudest are breathing a sigh of relief that Uncle Sam has once again opened his heart and his pockets to them in their time of need.

They’re first right now in the big breadline.  Let’s hope they leave a few crumbs for the rest of those who need a bit of a hand now and then.

I woke up yesterday morning and found myself paralyzed. I lay in bed and couldn’t move. I didn’t even know what I was worried about, I was so worried. Eventually, I got myself up, shaved with trembling hands, and made my way to the office. I got to my desk and read the headlines. Then I really couldn’t move.

 A steely hand wrapped its skeletal fingers around my windpipe and would not let go. “Eek,” I said, since it was the only thing that would emerge from my ratcheted esophagus.

All day yesterday I sat here in a cold sweat. Now I figure, what the hey. I can’t be like this forever. Perhaps if I articulate what’s got me so freaky-deaky, it will pass. Or not. Either way, it’ll be better than this emotional and professional rictus.

Here’s my list:

  1. Fannie Mae and Freddie Mac. I never really even knew how important Fannie and Freddie were, but their collapse, or even, like, if they got a cold, would possibly force the Federal Government to lose its credit rating. Think about that for a minute. No, on second thought, don’t.
  2. The Bank of America: (BOA) Earnings were down. More losses are being reserved against. Deeply disquieting.
  3. Other banks. We all saw what happened to Bear Stearns (BS) in two or three days. Once the whispering campaign got started, their goose was cooked. Now every day I hear from the newspapers and the online writers and the bloggers and the guys getting soup across the street and nobody has a single thing to say except, “What’s up with that billion/trillion/gazillion dollar bailout?!” How long before we all make it happen?
  4. Saturated fat: Up until recently, I was pretty much saturated with fat. Now I’m less saturated, but I’m not completely unsaturated yet and I get a sense that if I don’t get there soon I may not have much longer to try. I got some ideas from Michael Pollan’s excellent book, In Defense of Food, which basically says we should “Eat food. Not too much. Mostly plants.” It’s sort of working, except I’m still working out whether vodka can be considered a food. What do you think?
  5. Global warming: I don’t worry about it as much as I used to, because I have replaced 20% of my concern in this area with anxiety about Freddie and Fannie. I only have just so much capacity to freak out and then even I run out of resources.
  6. Google (GOOG): I feel a little bit better now that their earnings were so impressive. But consider. If Google stops being the outer skin of the balloon, what else do we have to be inflated about? Things that have sort of gone by the wayside as a source of hysteria include: alternative energy sources, recombinant DNA therapy, cloning, robots, nanotech. We all need something to believe in, future-wise. What’s that gonna be?
  7. Ben Bernanke: What’s he do for fun? What’s it like to be Ben? When you have a glass of wine at a party and Maria Bartiromo says, “How ya doin’?” do you have to think, “What will the impact be of my statement to Maria here, when all I’m really trying to do is get a smile out of her?”
  8. China: Forget all the dubious stuff now under scrutiny from the nation, its army, arms dealers and toothpaste and heparin manufacturers. How about the reaction of the Chinese themselves to people and organizations that express opposition or even mild criticism of their various ventures? Boycotts! Censure! No more business for you! Sure, that’s their right, but a worldwide economic war between China and its allies and everybody else would be something to keep us all up at night.
  9. The dollar: I can say no more.
  10. Fannie Mae and Freddie Mac again. The article raises the specter of a trillion dollar buyout, which might drive the credit rating of our nation itself down a notch or even two. The pundits in the posting do say that such a thing is unlikely. But if it’s so unlikely, why mention it? Why scare everybody? When one knows the power of even the slightest negative wind to move markets and crash enormous battleships of enterprise? Why bring it up? Why put a headline on it? Why publish it at the top of the page?

You know what? When bad stuff happens, let me know. Until then, I’m going to try to remember some things: It’s spring. We’re alive. And bonds are still doing okay. I think.


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Stanley Bing
Stanley Bing is a Fortune columnist and best-selling author of business books noted for their wisdom as well as their sharp, slightly acrid sense of humor. He is also the only writer on business and the workplace who still puts on a suit and tie and goes to do battle with the dragons that breathe fire at corporate America every day. This blog captures what remains of his brain after it has exploded in all other directions.