Monday, September 22, 2008

Touching a Nerve


All right, the Retch knows he's way late on this, but the Dan Neil et al. lawsuit seems to have touched a nerve.

Who knew that Sam Zell -- more likely the thin-skinned Randy Michaels -- cared so much? First, check out the language of the email that Zell sent out to let employees know about the lawsuit:

There is a difference between questioning authority or challenging the "business as usual attitude," and maligning the company in public. That's just bad judgment and does no one any good. It's a distraction that's unnecessary.

We are partners. We need to act like it.

Sam, the time for "acting" like partners ended when you cursed at us; when you denigrated us; when you told us we were overhead; when you fired reporters; when you cut back newshole; when you deprived our readers of information about their lives to make the payments on your over-leveraged debt.

Partner, in case your dictionary knowledge is as lacking as your lackey's grammatical knowledge, is a word which implies equality. But you have never acted as an equal.

We have no power. We have no say. We have never been consulted in a single action that you or any of your cronies have taken in dismantling the Tribune Co. So stop fucking call me your partner. It's patronizing. It's demeaning. And it's wrong.

Then there's the language of the actual press release. The lawsuit is filled with "frivolous and unfounded allegations." Yet Zell mentions not a one. And then he declares himself "outraged."

I don't honestly know where this lawsuit will lead. And I fear that, like most lawsuits, it will be two, three, four years before we find out, by which time Sam will have looted the pension, driven off or fired the best workers and turned the Tribune Company into a television network featuring Bozo 90210 and a few newsletter-sized newspapers.

But I do know who should be outraged. And I know it's not Sam Zell.

The attorneys response to Zell, in a similar vein, follows:

In his email to Tribune employees earlier today, Sam Zell dismissed the allegations against him and his co-fiduciaries as “frivolous and unnecessary.” “We are partners,” the email continued, “we need to act like it.”

This statement is a standard Zell response: lacking in specifics and filled with vitriol. The complaint is detailed and the allegations are correct. The complaint asserts that the Tribune ESOP has not provided the rank and file employees with a detailed justification for the Zell acquisition. Ask Sam: where’s the detailed justification?

The Tribune pension administrators have not provided the retired Tribune employees with an explanation as to why the pension plan was supposedly over funded by $400 million. This explanation is particularly necessary given the current downturn in the stock market. Ask Sam: where’s the explanation? The directors have established a conflict of interest policy for related party transactions. Ask Sam: explain how the conflict of interest policy has been followed with HIS relatives?

The current and former Tribune employees are not “all in this together” with Sam Zell. The rank and file employees have their jobs and their current and future retirement plans tied up by the machinations of Zell and his co-fiduciaries. Their salaries are low and they see many of their colleagues being let go on a monthly basis.

On the other hand, Sam Zell has billions of dollars and does not have his livelihood at stake. For example, Zell’s upcoming birthday party will feature The Eagles. Ask Sam: how many of his “partners” are spending their birthdays in a similar fashion?

Speaking of “maligning the company in public,” we ask that journalists covering this story consider Sam Zell’s prior comments denigrating print journalism. Imagine if the Chairman of Procter & Gamble stated: “I don’t use Ivory Soap. I hate Ivory Soap.” Despite it all, these newspapers are continuing to produce great journalism.

Zell’s comments fail to acknowledge the billions of dollars in debt he caused the Tribune Company to incur, necessitating both the layoffs and the diminishing content of the Company’s newspapers. It is unfortunate that, in typical fashion, Sam Zell is ignoring the rights and neglecting the best interests of the hard-working Tribune employees, whom he cynically refers to as “partners.”

Rather than working with his “partners,” he is tearing the company down, brick by brick, and selling it off, in an effort to pay down the massive debt he improperly encumbered the company with. We look forward to cutting through Zell’s self-serving, out of touch rhetoric and fighting for our clients – the Tribune’s real and rightful owners – in court.

In these turbulent times, fiduciaries must act in the best interests of their employees, particularly when they are the “owners” of the company. Zell and his co-fiduciaries have utterly failed to do so as more specifically described in the complaint.

Partners don’t treat partners like Zell treats the Tribune employees.

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