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Gurvey's Public Offering - State of N.Y. v. Richard Grasso, the End

posted by Scott Gurvey, New York Bureau Chief at 4:34 PM on 07/02/08

Photo of Scott GurveyAnd so it ends. Not with the big blast of headlines and news conferences with which it began; but with the whimper of two court rulings dismissing the charges. Last week New York’s highest court threw out four of six claims the state made against former New York Stock Exchange CEO Richard Grasso. Now an intermediate appeals court has thrown out the remaining two and the word from the office of Andrew Cuomo, New York’s current Attorney General, is that the state will not appeal.

Former New York Attorney General Eliot Spitzer had charged Grasso with making an unreasonably high salary. Spitzer acted under the state law governing the operation of non-profit corporations, which the NYSE was at the time Grasso was at the helm. Spitzer also charged Home Depot co-founder Frank Langone, who was chairman of the NYSE’s compensation committee, with misleading the NYSE’s board of directors on the details of Grasso’s pay.

The claim against Langone was also thrown out, the court ruling that since the NYSE is now a for-profit corporation, the state can no longer pursue claims based on the law for non-profits.

This case had a bad smell from day one. Yes, Grasso made a lot of money. Should the head of the NYSE be paid as much as the CEOs of some of the public companies listed on the trading floor? I don’t know. But to claim that Grasso deceived the board and that the board didn’t know how much he was being paid set a new standard for credulity. Grasso worked his way up from the mail room at the exchange. He was tenacious for sure but dogged in his support of the exchange and his efforts to protect its market leading position. Most observers agree that Grasso was successful in those efforts, to the great advantage of the exchange and its members. He was also dedicated to charitable causes and was always holding an event or raising funds for some charitable group.

The sums involved were large; the state was asking Grasso to return to the exchange nearly $190 million dollars. But most of that money was from Grasso’s deferred compensation account, in other words, money he had already earned. And the reason Grasso asked for a big lump sum distribution, which drew public attention and led to his resignation, was that he wanted to set up a charitable trust to continue his good works.

The non-profit corporation law under which the state sued was designed for “non business” concerns. It is hard to see how the NYSE fit that description. The exchange’s owners at the time were its members, seat-holders whose memberships were worth millions and who in most people’s eyes were clearly business professionals. As for the board of directors, they included some of the nation’s leading names in both the private and public sectors. If they felt cheated, they always had the option of dismissing Grasso and suing on the NYSE’s behalf.

But they didn’t do that. They turned the matter over to the state attorney general, and Eliot Spitzer quickly stepped up to the podium to decry the dastardly, I should say allegedly dastardly, deeds of Messieurs Grasso and Langone. Grasso was just one in a long line of high profile cases Spitzer filed on his way to the New York Governor’s mansion. Spitzer easily won his campaign.

And then? Well, Mr. Spitzer now has the title of former governor, having resigned following published reports that he had been recorded on an F.B.I. wiretap engaging an escort service to send a companion from New York to his Washington, D.C. hotel room for the purpose of performing whatever service escorts perform. We haven’t seen Mr. Spitzer in public for some time now, nor have we heard about any charges being filed against him.

Grasso, Langone and the NYSE are reported to have spent $75 million in legal fees as a result of this case. They were reportedly insured for the amount. We have no idea how much money the taxpayers paid, although we understand the state paid for hundreds of hours of depositions. Perhaps it wasn’t that much. Assistant Attorneys General aren’t in it for the money.

We now await Mr. Grasso’s next move which, I suspect, will be both interesting and charitable.

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