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thespaceinvader posted:Leperflesh, any chance of an uberpost about the legal and ethical implications of running a company into the ground whilst owning large amounts of its stock and paying yourself large dividends whilst the company slowly founders around your ears? Sure. If you are the private and sole owner of a company, it's yours to do with as you please. You can extract as much money as you want/can from it, run it into the ground, etc. in accordance with your whims. However, a corporation is collectively owned by its shareholders. A publicly traded company has shares that can be bought and sold on the open markets, a privately-held corporation usually has restricted shares - for example, a company might have in its charter that an owner has to sell his or her shares to the other owners under such and such circumstances, and otherwise cannot sell shares to a third party. I'm not too familiar with the various rules there, but it still comes down to this: the shareholders own the company. In order to ensure that shareholders' ownership isn't usurped by the company's officers doing whatever they please, most (all?) countries have rules about how a corporation has to be structured and operated. In both the US and the UK, corporations typically have a board of directors. The members of the board of directors are effectively hired by the shareholders (that is, shareholders have the power to vote for who will be a board member and can vote someone out), and work for the shareholders and nobody else. They often do not hold any stock in the company. Being a corporate boardmember is considered somewhat prestigious, and often high-level or retired businesspeople wrangle their way onto multiple companies' boards. Members of the board hire and fire the company's officers, including (most importantly) the Chief Executive Officer (CEO). They also typically set the officers' compensation, including both salary and (very commonly) stock options, equity (just piles of in-the-money stock), and severance packages that can include lots more money and stock. The board of directors by law have what's called a fiduciary duty to the shareholders. That is, they are legally* bound to act in the shareholders' best interests. Scholars often break this duty down into categories, like "Duty of care" and "Duty of loyalty" and sometimes two or three more, but basically what these duties boil down to is that the board is supposed to take actions that are to the maximum possible benefit to the shareholders. That benefit can be fairly broadly defined, though: for example, the board is well within its rights to take an action that could lower the company's immediate earnings (e.g., reduce shareholder value) in anticipation that long-term earnings will be improved. Or vice-versa. A board can vote to sell a company for a certain amount of money per share, ignoring what individual shareholders might think those shares "ought" to be worth, or that most shareholders are holding stock in anticipation of long-term earnings... all they have to do is have a reasonable argument that selling the company now is the "best" option. Where things can become very muddied is when the same person is acting as both a board member and as an executive officer of a company, or when a board member owns shares in the company. On the one hand, you could argue that simply by virtue of being a shareholder, a board member is even more invested (literally!) in "what's best for the shareholders." On the other hand, when a board member owns shares, he or she might have immediate financial interests that are different from those of the majority of the shareholders. Perhaps he or she needs cash right now, and isn't worried about ten years from now. Or perhaps he or she is perfectly wiling to gamble the stock, taking big risks in the hopes of a long-term payoff. For this reason, most large corporations in the US have a board of directors that are not shareholders. Another potential source of problems is when a member of the board of directors is also an executive officer in the company. There is a potential conflict of interest here: the company's officers are supposed to be engaged in the day-to-day running of the company, held to account by the board of directors, hired and fired if they don't do their job well. But if the executive officer has one of the small number of votes of the board, by virtue of being one of those votes, he or she is much harder to fire, gets to vote on his or her own compensation package, can presumably more heavily influence the board's decisions, etc. There are common arrangements to help mitigate these problems. In the US, companies sometimes set up things so that if some officers might be taking actions in their own self-interest, specifically designated "noninterested" decision makers must approve the action. These decision makers could be other board members, or the shareholders (by putting the action up for vote), or both. This sort of thing happens a lot when a company is being acquired, sold, is issuing new shares to officers, etc. So now we come to Games Workshop. http://investor.games-workshop.com/the-board-of-directors/ Kevin Rountree is Games Workshop's CEO, and a member of its board of directors, and a shareholder. His predecessor, Tom Kirby, is "non-executive chairman," meaning he's the chairman of the board but not an executive officer of the company. But he is a large shareholder: the largest individual shareholder and third-largest overall shareholder of the company, with 6.7% ownership. http://investor.games-workshop.com/shareholder-statistics/ The other executive officer is Rachel Tongue, an accountant. The other non-executive officers are Chris Myatt, Nick Donaldson, and Elaine O'Donnell. None of these people, nor Rountree, own enough shares to get onto the shareholder statistics page, which means they each own less than 3%, but they could still have significant holdings. Here's a list of insider transactions that shows that O'Donnell and Rountree both own at least some shares, though. (Insider trading rules require that insiders, defined as employees of the company who are in a position to have significant knowledge of the company's finances and major decisions in advance of the company's reports, have to report their stock transactions to the market, and usually have to schedule those transactions well in advance.) Now, I'm not that familiar with the details of UK's corporate governance laws. Clearly this arrangement is, at the very least, legal; it may also be very commonplace, especially for a small company like GW. But, in my opinion, it leaves a great deal of room for unethical behavior. I think it's an inherent conflict of interest to have major shareholders running the company's board, for the reasons listed above as well as the one thespaceinvader specifically pointed out... it's possible for the board, as major shareholders, to simply transfer a huge proportion of the company's value (and its future) into their pockets by paying out dividends, granting themselves more stock, etc. That said, they could go a lot farther. For example, the board could decide to issue new, "preferred" stock only to the company executives, and then only pay out a dividend (or pay an outsized dividend) only to those preferred shares! The rest of the stockholders would have no other recourse than firing the directors. Or, they could simply issue huge piles of common stock to themselves, gradually increasing their percentage of ownership even while diluting the shares held by everyone else. These sorts of blatant actions do tend to rouse suspicion (and lawsuits) from other shareholders, though. I'm just saying. So, legally: it's clearly legal and even fairly common for insiders, executives, and even board members of a company to hold stock in that company, and benefit financially from doing so. Ethically... well, the courts and lawmakers have generally assumed that the best judges of what is ethical or not are the shareholders themselves. The law makes sure that the shareholders can act if they find their employees (the members of the board) are not acting in their best interests. They can vote them out, or sue them, or both. If the shareholders are OK with it, who are we to say that there's an ethical problem? The reality is that small-time shareholders are usually the ones who care the most, and they have essentially zero power. Major shareholders are usually big investment companies, stock funds, banks, etc. and they only give a poo poo if things get really egregious or if they suspect that the board is actually screwing them out of huge piles of money. When they do act, though, those big boys tend to come down like a ton of bricks, because they have serious legal resources. This situation is very rare, though, and often only happens after the worst of the damage is done and irreversible. *Common law, actually, at least in the US. Which is supported by a lot of case law. But the legal complexities are beyond my understanding. Suffice it to say that fiduciary duty is encoded in the legal system in such a way as to make it essentially binding, but with some wiggle room so that lawyers can still regularly extract multimillion-dollar paychecks from litigating cases that can take a decade to fully resolve. Leperflesh fucked around with this message at 03:27 on Nov 11, 2015 |
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Nov 11, 2015 03:24
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| # ? May 8, 2024 13:11 |
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Oct 28th, 2016 GW closes it's doors due to a massive embezzlement scandal and no less than 10 fanboy's kill themselves.
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Nov 11, 2015 03:24
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Numlock posted:Oct 28th, 2016 If it didn't kill Paladium I don't see it downing GW.
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Nov 11, 2015 06:25
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Renfield posted:Age of Sigmar drama starts at page 361 I feel oddly proud that I was the first person to post about Sigmarines in that thread.
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Nov 11, 2015 08:13
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El Estrago Bonito posted:If it didn't kill Paladium I don't see it downing GW. Palladium is shortly going to be killed by failing to fulfil a kickstarter, or if they weasel their way out of that, failing to fulfill the additional pledge manager sales - which are legally retail preorders - and already blowing through all the money, which they will no longer be able to refund. So yeah, Siembieda's rank incompetence has caught up with them eventually, it'll catch up with Kirby too.
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Nov 11, 2015 08:19
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Leperflesh posted:Hi new death thread. To be honest I think it's more likely that their properties get firesaled and the various Warhammer IP's are bought up by holding companies who do nothing with them for a decade. Similar to what happened to Battletech until its current semi-revival.
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Nov 11, 2015 09:39
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Guys. Don't go to fast I am still reading the old thread.
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Nov 11, 2015 11:14
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did the gbs warhammer thread get closed or what? I have some skeletons to post and i dont know where to put them
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Nov 11, 2015 12:12
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Fauxtool posted:did the gbs warhammer thread get closed or what? I have some skeletons to post and i dont know where to put them Dunno, but the old death thread was closed, so we made a new one
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Nov 11, 2015 12:24
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Fauxtool posted:did the gbs warhammer thread get closed or what? I have some skeletons to post and i dont know where to put them It moved to Cool Crew Chat Central.
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Nov 11, 2015 12:31
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Leperflesh posted:Hi new death thread. edit: i'm pretty sure this is heresy Zephro fucked around with this message at 12:40 on Nov 11, 2015 |
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Nov 11, 2015 12:36
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Zephro posted:So the Golden Pretty sure YOU'RE heresy I predict that GW will be sold to some video game company in 2019 and that the current CEO will get fired at the end of 2017 after it becomes clear that AoS and 30k ain't working out too well for ol' Gee Dubs.
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Nov 11, 2015 13:34
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So when exactly did the infamous "imaginary horse" rules got published? I wanna Read the Warhammer thread at ground zero and I need to know how much must I skip ahead.
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Nov 11, 2015 13:35
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paradoxGentleman posted:So when exactly did the infamous "imaginary horse" rules got published? I wanna Read the Warhammer thread at ground zero and I need to know how much must I skip ahead. It's in The Empire's warscroll, under Marius Leitdorf. I believe the warscrolls were published a couple of days before Sigmarines Vs Skullfuckers came out.
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Nov 11, 2015 13:39
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I am at the point where there are screenshots of generic rules but no warscrolls yet. I don't think I skipper them because I feel rules such as these would have let quite an impact on the thread.
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Nov 11, 2015 13:46
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Leperflesh posted:Now, I'm not that familiar with the details of UK's corporate governance laws. Clearly this arrangement is, at the very least, legal; it may also be very commonplace, especially for a small company like GW. Well as it happens, I am. My day job touches on these issues and I've been a non-exec director myself in several UK entities. Now the subject is staggeringly huge and would fill page after page if we got into it, but if Leperflesh or the thread at large want to formulate some questions then I can make an effortpost to answer them. GW's structure is self-centred enough to raise eyebrows in the UK...GW just doesn't care. Indeed, in the last thread at one point some financial analysts were quoted as saying the stock was a poor buy due to inept management. Having the market say that about your board is usually pretty lethal - shareholder revolts oust board members all the time, and having your stock value clobbered because the market thinks your management team are crap usually makes shareholders start fingering their voting forms thoughtfully. Market analysis of GW has actually been like this for a while, and yet Kirby held onto his post until recently. So either GW's CEOs are remarkably charismatic and can keep the shareholders calm (which is entirely possible; even the institutional funds are still run by actual people and they will give the benefit of the doubt to a great bloke everyone likes), or they've convinced everyone to hold the course while Age of Sigmar ramps up to the dizzying heights of success it is sure to attain.
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Nov 11, 2015 13:47
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Holy poo poo you guys unless it's a typo they raise the price of the Horus Heresy box set from 150 to 185 before it even released http://www.belloflostsouls.net/2015/11/breaking-new-40k-minis-a-heresy-price-hike.html
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Nov 11, 2015 14:00
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NTRabbit posted:Palladium is shortly going to be killed by failing to fulfil a kickstarter, or if they weasel their way out of that, failing to fulfill the additional pledge manager sales - which are legally retail preorders - and already blowing through all the money, which they will no longer be able to refund. Is there a Palladium Death Thread? Where do I go for the juicy bits?
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Nov 11, 2015 14:23
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Loxbourne posted:Kirby held onto his post until recently. iirc Kirby was only Acting CEO, while at the same time being Chairman of the Board (which he still is). He's also 'Consulting' for Rowntree (the current CEO) and awarding multi-million pound IT contracts to hes' wifes' company. Is it worth posting the insane Chairmans' Preambles and Financial reports for newcomers ? 'Our market is a niche market made up of people who want to collect our miniatures. They tend to be male, middle-class, discerning teenagers and adults. We do no demographic research, we have no focus groups, we do not ask the market what it wants. These things are otiose in a niche.' From the 2014 Financial Report - page 5: http://investor.games-workshop.com/wp-content/uploads/2014/07/Games-Workshop-Group-14-combined-FINAL-cover-version.pdf Renfield fucked around with this message at 14:42 on Nov 11, 2015 |
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Nov 11, 2015 14:24
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muggins posted:Holy poo poo you guys unless it's a typo they raise the price of the Horus Heresy box set from 150 to 185 before it even released http://www.games-workshop.com/en-GB/Horus-Heresy-Betrayal-at-Calth-ENG?_requestid=605843 Price seems the same on the website. My guess is they dropped the price after the WD had gone to print.
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Nov 11, 2015 14:47
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muggins posted:Holy poo poo you guys unless it's a typo they raise the price of the Horus Heresy box set from 150 to 185 before it even released Wow they're wanting 320 for the board game and 53 for individual assassins. Good job gw, I'm sure your Aussie stores will live long and prosper (not that they really care about other countries)
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Nov 11, 2015 14:47
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Doesn't the culexus assassin's neck get sore from carrying that giant helmet around on their noggins?
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Nov 11, 2015 14:52
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Fauxtool posted:did the gbs warhammer thread get closed or what? I have some skeletons to post and i dont know where to put them Please include the BYOB thread link in the OP. We could use more bone buds!
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Nov 11, 2015 15:21
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I saw the assembled, but unpainted Betrayal set yesterday in Firestorm... It's just more, slightly different marines, hard to get excited about.
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Nov 11, 2015 16:54
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Renfield posted:I saw the assembled, but unpainted Betrayal set yesterday in Firestorm... http://www.rockpapershotgun.com/2015/11/10/cardboard-children-the-horus-heresy-betrayal-at-calth/ Rock Paper Shotgun got real excited but yeah, I can't see what the big deal is here.
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Nov 11, 2015 17:14
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Chill la Chill posted:Please include the BYOB thread link in the OP. We could use more bone buds! i am a bone bud, i just lost the tag in my most recent deserved ban
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Nov 11, 2015 17:17
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He didn't use the word beautiful enough. I'm not sure how I'm supposed to feel about it!
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Nov 11, 2015 17:19
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Sir Teabag posted:He didn't use the word beautiful enough. I'm not sure how I'm supposed to feel about it! RPS posted:Everything else? Beautiful custom dice, printed with hits, shields and beautiful critical hit symbols. The board is built from three beautiful double-sided hex maps that are beautifully illustrated and printed on thick, beautiful card. The cards – some beautifully detailing your beautiful units’ stats for reference, and command cards for the beautiful Word Bearers and (beautifully) the Ultramarines – are beautifully oversized and beautiful. Beautiful high quality beauty is a beautiful beauty of Games Workshop’s beauteous stuff, and this beauty isn't unbeautiful. I think he wants us to think it's pretty?
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Nov 11, 2015 17:26
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Renfield posted:I saw the assembled, but unpainted Betrayal set yesterday in Firestorm... In a vacuum, a cheaper version of models for an already pretty cool setting would be something to get excited about. The problems here are: 1) Forgeworld is way overpriced already, so the models are pretty much only cheap in the relative sense and that really taints the appeal. 2) Related to 1), you're still buying product from a toxic corporation, even if they've momentarily put out a product that feels slightly less like pissing on your leg. 2a) If you enjoy the Horus Heresy/40k generally but didn't want to support said toxic corporation, you're probably already all-in on communism, so this release doesn't really add that much for you. 3) The game itself, system-wise, was already aggressively mediocre and it's hard not to look at 40k swirling down a formation-shaped drain and not worry about the same happening to 30k, especially if GW proper begins to colonize it, which frankly this comes across as being a test balloon for doing. (From an image standpoint, it would really have been better for FW to expand its purview to include cheap plastic troops, rather than GW expanding its purview to include the Heresy.)
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Nov 11, 2015 17:26
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Leperflesh posted:Good words
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Nov 11, 2015 18:22
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I feel like BL's page long breakdown on why Tyranids suck should be linked in the OP.
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Nov 11, 2015 18:47
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Chill la Chill posted:So does infinity have a doge that goes with that not-solid snake? Infinity, like any good game system, has many kinds of dogs.  Solid Snakette and DDuroc. I think they're getting a resculpt soon, too.  Multidog!  The dog-man and the knife dog here are the same unit, and also  And if you're a cat person, anime-haver or both, then boy, do the Nomads have a sectorial for you!
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Nov 11, 2015 19:02
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Hm none of those look like chief magistrates of Genoa nor solid snake's lovable companion in the hit game Stripper Sniper 5. But, I do have a cat and I do like anime. (I seriously don't know much about Infinity besides some "bootleg" models a friend gave me and playing a couple games using 40k proxy armies lol.)
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Nov 11, 2015 19:07
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Loxbourne posted:Well as it happens, I am. My day job touches on these issues and I've been a non-exec director myself in several UK entities. Now the subject is staggeringly huge and would fill page after page if we got into it, but if Leperflesh or the thread at large want to formulate some questions then I can make an effortpost to answer them. The only analysis I've seen has been along the lines of "whee, cost-cutting is good, dividends are great, this is a cool below-the-radar stock" so I'd be interested in seeing some of the financial analysis you're referencing, yeah. Also thanks for stepping in; I'm by no means an expert on this stuff, I've just taken the time to learn a bit about how companies, finance, and stocks work in order to be able to invest reasonably intelligently. Do not buy GW stock
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Nov 11, 2015 19:07
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thiswayliesmadness posted:I feel like BL's page long breakdown on why Tyranids suck should be linked in the OP. If you can find it I'll be more than happy to add it.
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Nov 11, 2015 19:07
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the profusion of weird furry/anime stuff and big titty ladies kind of puts me off that game. I'd feel real uncomfortable playing it with some of the sweatier GW refugees. Kings of War looks like a blast though
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Nov 11, 2015 19:08
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Loxbourne posted:Well as it happens, I am. My day job touches on these issues and I've been a non-exec director myself in several UK entities. Now the subject is staggeringly huge and would fill page after page if we got into it, but if Leperflesh or the thread at large want to formulate some questions then I can make an effortpost to answer them. How does one become a non-exec director? I'd imagine it takes more than having your own Scrooge-vault to be asked to watch over a public company.
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Nov 11, 2015 19:36
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Chill la Chill posted:Hm none of those look like chief magistrates of Genoa nor solid snake's lovable companion in the hit game Stripper Sniper 5. The 'Bootleg' ones are higher quality minis, aimed at people collecting/ painting as well as gamers - they can be used in the game, but there more expensive (and more detailed etc) than the non-bootleg ones. Inifinity is a great game, where line-of-sight (Not 'True-LOS' - each size model has a silhouette template) and range (Shotguns are crap at distance, Sniper Rifles suffer to close range and so on) are Very important, as enemy models will shoot at you if you break cover (Or dodge, alert there team-mates etc)- the tag-line is 'It's always you're turn'. As the rules are Free - give it a go, and ignore the predictable 2-page derail about anime boobies
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Nov 11, 2015 21:03
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SirPhoebos posted:How does one become a non-exec director? Generally you get invited or put up for election on the basis of some form of expertise or reputation. An eminent public figure, someone with contacts in the right area who can organise networking opportunities or sales channels for the company, someone with a strong professional reputation in industry sectors or locations where the company operates. The idea is to be able to offer advice and experience to people who are busy running the company's operations. You don't need a Scrouge-like money vault or I'd never have gotten in; it does help to have an independent income to handle the travel and time commitment though. There's actually a government-sponsored drive to recruit non-execs to boards in the UK just now, and it's been running for a while. Without getting into politics, the UK has a Conservative government and the Conservatives believe that the solution to corporate malfeasance is better, more independent corporate governance. There's even matching services. In the past they were seen as sinecures, and that doubtlessly is still the case at some companies, but the fallout of so many high-profile corporate implosions has been to make shareholders want someone independent and relatively disinterested to watch their backs. A good non-exec should be asking nasty questions about GW's CEO giving millions of IT consulting work to his wife, for example. I've advised on that very issue in other places, and I genuinely don't understand why the shareholders aren't demanding blood over this. I'll hunt around for that stock report - a quick glance at GW stock shows it actually jumped up in price last August, right at the time a disclosure notice was filed that the CEO was buying a large tranche of shares. Without knowing motives, it's impossible to read anything into that - it could be him nailing his colours to his mast over Age of Sigmar (the market loves this kind of gesture), or it could answer the question as to how the GW board keep their jobs (keeping the price above the threshold where the institutional investors will take notice).
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Nov 11, 2015 21:07
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BoLS posted:It seems like Games workshop’s new business model of splash releases IS working! Interest is piqued, people are talking, and perhaps more importantly BUYING once again! This is regarding the (admittedly very cool-looking) new BA Chaplain and the IG tank commander models. They provide no evidence that these "splash releases" are increasing sales. In fact, I'm not sure there have been enough "splash releases" to come to a conclusion either way. Also lol, Good Guy Games Workshop.
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Nov 11, 2015 22:00
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