Simultaneously, a report was released today by CtW, an investment group that works with unions to help manage pension funds. Their press release follows and gives an excellent summary of the issues facing M&I and the Bank of Montreal:
FOR IMMEDIATE RELEASE
Tuesday, March 22, 2011 CONTACT: Rosanna Weaver, (202) 721-6034
Shareholders Seek Response from BMO Board with M&I Acquisition Pending
WASHINGTON, D.C. – In conjunction with today’s Bank of Montreal (TSE:BMO) annual shareholder meeting, the CtW Investment Group released a report challenging the Golden Parachute payments offered to M&I Corporation (NYSE:MI) executives through BMO’s proposed acquisition of the Wisconsin bank.  Entitled, “Why is Bank of Montreal Making ‘Golden Parachute’ Payments to Failed Executives at M&I Corporation?” CtW’s report will be presented to the BMO directors at today’s shareholder meeting, when shareholders will urge the board to re-examine the contracts.  The report expresses particular concern regarding the $18 million in severance payments due to M&I CEO Mark Furlong through the deal, despite the prohibition on M&I, as a recipient of TARP bailout funds, from making such awards.
CtW’s analysis raises several concerns regarding the awards to be paid to M&I executives, including:
• The over $18 million award Mr. Furlong will receive substantially exceeds the $5.3 million M&I estimated Mr. Furlong was entitled to in 2009.
• BMO has promised these benefits regardless of whether the recipients’ positions are terminated as a result of the merger. BMO has set up a special deferred compensation account to hold “severance” funds that executives will receive when they leave the company, even if such a departure is on the basis of an ordinary retirement twenty years in the future.
• BMO has further agreed to pay any tax liabilities generated by these payments to Furlong or other top executives. Hundreds of companies that once offered such provisions have eliminated them as a wasteful and inappropriate use of shareholder assets. Even companies that still provide them generally offer them only to a few executives.  All told, BMO will pay these taxes for up to 17 executives.
• The severance packages include other unusual and arcane provisions, including making payments of three times taxable employer-provided car-related expenses and club dues.  Many companies have eliminated perquisites such as club dues even for current executives.
“Canadian shareholders have good reason to be troubled by these payments,” says Rosanna Weaver, an analyst for the Office of Investment. “When Toronto-Dominion Bank purchased South Financial Group, employment agreements were amended to eliminate severance and other benefits.  Why was the Bank of Montreal board unable or unwilling to make similar demands?”
CtW’s report can be downloaded here:M&I's Golden Parachute Payments report.  Contact Rosanna Weaver at (202) 721-6034 or rosanna.weaver@changetowin.org for additional information or to receive copies of the complete analysis.