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1109 of 1231 DOCUMENTS

The New York Times
February 3, 2008 Sunday

Late Edition - Final

He Can't Stop Looking Over His Shoulder
BYLINE: By ANTHONY BIANCO
SECTION: Section BU; Column 0; Money and Business/Financial Desk; Pg. 1
LENGTH: 3192 words
WHEN Martin J. Sullivan, now 53, took over the world's largest insurer, the American International Group, three years ago, the company was the target of multiple criminal and civil investigations and its books were in such disarray that its auditors refused to endorse them. During Mr. Sullivan's first 18 months on the job, A.I.G.'s bottom line was successively pounded by three huge hurricanes and a South Asian earthquake. Then came an equally costly disaster, though one of human origin: the subprime credit market meltdown.

''The only thing I have missed is a plague of locusts,'' Mr. Sullivan says.

Despite all of this, Mr. Sullivan's most trying experience has been fending off challenges from his predecessor as A.I.G.'s chief executive -- Maurice R. Greenberg. Mr. Greenberg, 82, and known as Hank, is widely credited as a visionary who single-mindedly built A.I.G. into the corporate giant it is today before state and federal investigations drove him out of the company.

Long a mentor to Mr. Sullivan, Mr. Greenberg now is his nemesis in what other A.I.G. insiders describe as a corporate civil war of quasi-epic proportions. ''It's Martin and Hank and King Lear in reverse,'' says Richard C. Holbrooke, former United States ambassador to the United Nations and a longtime A.I.G. board member. ''Come up with anything Shakespearean or Greek that you want, and it will fit.''

A.I.G.'s current and former chief executives have wreathed each other in lawsuits, engaged in bare-knuckle competition in various insurance specialties and jockeyed for position and influence throughout Asia, which is A.I.G.'s birthplace and its most important growth market. (The company, which operates in 130 countries, was founded in Shanghai in 1919 by Cornelius Vander Starr.)

Through it all, Mr. Sullivan has given at least as well as he has gotten -- except, perhaps, when it comes to overt insults. Mr. Greenberg, who declined to be interviewed, has elsewhere publicly called into question his successor's managerial ability, his entrepreneurial verve, his educational credentials and even his nationality. In a recent interview with Forbes, Mr. Greenberg dismissed Mr. Sullivan as ''Irish and good with insurance brokers,'' even though Mr. Sullivan's English roots are apparent every time he speaks.

For his part, Mr. Sullivan still respectfully refers to his predecessor as ''Mr. Greenberg'' while trying to deflect the barbs with stoical good cheer, flavored at times with sarcasm. Asked whether Mr. Greenberg thinks that he is Irish, Mr. Sullivan laughs uproariously. ''Having worked for him for 35 years, I would have thought he'd have worked it out by now,'' he says.

It wasn't always this way. Mr. Greenberg once thought so highly of Mr. Sullivan that he designated him as his eventual successor. But A.I.G.'s hopes of an orderly transition were dashed on March 15, 2005, when the board deposed Mr. Greenberg amid mushrooming allegations of accounting fraud and replaced him with a dazed but game Mr. Sullivan.

''The only way I was going to do it from March the 16th on was my way,'' Mr. Sullivan says. ''Time will tell if my way was the right way, but I had no other way of doing it. I'm a different person than Mr. Greenberg. We're nowhere close in management style.''

During Mr. Sullivan's short tenure, A.I.G. has paid $1.6 billion to settle charges brought by federal and state authorities and turned over carton after carton of documents to the government to aid continuing investigations of Mr. Greenberg and other former A.I.G. executives. Mr. Sullivan fired several A.I.G. executives for refusing to cooperate with the investigations. After uncovering what A.I.G. called numerous ''accounting errors,'' the company also restated financial results going back to 2000, lopping off about $3.9 billion, or 10 percent, from previously reported profits.

A.I.G. rebounded nicely in 2006, Mr. Sullivan's first full year as C.E.O., posting a record $14.05 billion in net income -- 34 percent more than the previous year -- on a modest 4 percent gain in revenue, to $113 billion. But the company turned in a disappointing third quarter in 2007, as pretax income fell by nearly 23 percent. Results were hurt by a $352 million loss the company took in writing down the value of its subprime holdings.

Although A.I.G.'s shares hit a 52-week high of $72.97 in the middle of last year -- up 17.8 percent over the $61.92 they fetched as Mr. Sullivan began his first day as chief executive -- the stock has plunged with the market in recent months. It now trades at $55.73. This uneven performance leads analysts and others -- including Mr. Sullivan's supporters -- to describe him, and the company, as works in progress.

''In many ways, Martin was the right guy at the right time. He was very different than Hank Greenberg and yet one of the guys, too,'' says Robert B. Willumstad, a former senior executive at Citigroup who became A.I.G.'s chairman in the fall of 2006. ''I am confident that Martin Sullivan will turn out to be a great C.E.O. But this is a big, complicated company, and there is still a lot of work to do.''

EVEN as Mr. Sullivan laughs off Mr. Greenberg's insults, he must take seriously the threat that his predecessor's rancor poses to his job security. A billionaire several times over, Mr. Greenberg controls 11.8 percent of A.I.G.'s stock -- much more than Fidelity Investments, AllianceBernstein Investments or any other shareholder.

Last November, Mr. Greenberg officially put Mr. Sullivan on notice as corporate entities under his control notified the Securities and Exchange Commission that the group was shifting its status from that of a passive to an active investor in A.I.G. Speculation abounded among Mr. Greenberg's former colleagues at the company that the ''strategic alternatives'' he was considering to lift the value of his A.I.G. shares -- and exact his revenge -- included a proxy fight to unseat Mr. Sullivan and certain directors.

''The place has been run by a bunch of lawyers who don't know anything about business,'' Mr. Greenberg complained to Forbes shortly after the S.E.C. filing.

But New York insurance regulators notified the Greenberg camp that it was in violation of a state law requiring it to obtain regulatory approval before trying to take control of an insurer. After a month of legal quibbling, Mr. Greenberg retreated. On Jan. 9, the Greenberg entities notified the S.E.C. that they had no immediate plans to start a proxy fight, begin a tender offer or make any other attempt to ''exercise a controlling influence'' over A.I.G.

Even so, such saber-rattling has put Mr. Sullivan on guard, especially because he doesn't enjoy the shield of a steadily rising share price that won Mr. Greenberg so many admirers during his storied career.

Indeed, Mr. Sullivan has a very long way to go to rival Mr. Greenberg's market credentials. Despite the older man's late-career flameout, he still commands respect on Wall Street -- and within A.I.G. -- as one of the great corporate builders of the modern era. In his 37 years as chief, he made many of his acolytes and investors rich by raising A.I.G.'s stock market value 129-fold.

Yet no major stockholder or equity analyst has stepped forward to take Mr. Greenberg's side against his successor. The consensus view on Wall Street seems to be that the former chief's criticisms of current management have been both peevish and insubstantial. Analysts say Mr. Sullivan has not been in charge long enough to deserve blame for A.I.G.'s flaws, most notably its $29.2 billion inventory of subprime debt or the chronic weakness of its life insurance business in the United States. Nor do they hold Mr. Sullivan responsible for the eroding fundamentals of the property and casualty markets as a whole.

''While far from perfect, I'd say Martin Sullivan has done a better-than-O.K. job so far with the portfolio of businesses he inherited,'' says Jimmy S. Bhullar, an insurance analyst at JPMorgan. ''I certainly don't think that the performance of A.I.G.'s stock can be taken as a referendum on his performance as C.E.O.''

It doesn't hurt that Mr. Sullivan has an admirer in Eliot Spitzer, the governor of New York, who, as the state's crusading attorney general, was so incensed by what he viewed as Mr. Greenberg's high-handed attitude toward regulation that in 2005 he threatened to slap an indictment on A.I.G. -- a likely death sentence for America's ninth-largest company by revenue.

In his first weeks as C.E.O., Mr. Sullivan went hat in hand to the insurance commissioners of New York and other states and promised that A.I.G. would humbly turn over a new leaf in its dealings with them.

''Martin had a candor and an openness about him that was a breath of fresh air,'' says Howard D. Mills III, who was New York's superintendent of insurance from 2005 through 2006. ''And he delivered on the promises he made.''

Last spring, Governor Spitzer effectively gave Mr. Sullivan a pat on the back by appointing him to a blue-ribbon commission to streamline the state's approach to regulating the securities industry.

Mr. Sullivan, a factory worker's son whose formal education ended when he was 16, got his start at A.I.G. in 1970 as a clerk in its London office. He worked his way up and moved to New York in 1996. He was soon running the company's entire foreign property and casualty business, the jewel in Mr. Greenberg's corporate crown.

''A.I.G. was a tough place, but it also was a meritocracy,'' says Brian Duperreault, a former A.I.G. executive who was recently named chief executive of the Marsh & McLennan Companies. ''Hank could browbeat you, but if you knew what you were doing and were confident in your abilities -- and Martin always was very comfortable in his own skin -- it wasn't so bad.''

When Mr. Sullivan became chief operating officer in 2002, the status of heir apparent became his to lose. (Mr. Greenberg's two sons left the company after arduous apprenticeships that left them without any clear path to A.I.G.'s chief-executive suite.) Although all of the company's operating executives still reported to Mr. Greenberg, Mr. Sullivan accompanied the boss on foreign travels, handled special assignments and passed his audition.

One day in February 2005, as Mr. Sullivan recalls it, Mr. Greenberg summoned him to his office and gave him the happy news. But it wasn't exactly a Hallmark moment. ''What he didn't say was, 'Martin, you've worked your way up from the bottom to the top, and I couldn't be happier handing over to you,' '' Mr. Sullivan says. ''He just told me in a very subdued way, and I went back down the hall to my desk and carried on.''

Whether Mr. Greenberg, the prototype of the imperial C.E.O., ever would have voluntarily relinquished power is debatable. Even as A.I.G. approached $100 billion in annual revenue, Mr. Greenberg maintained such dominance over the company that insiders joked that its initials actually stood for ''All Is Greenberg.''

Mr. Greenberg built A.I.G. by making lucrative specialties of risks so exotic that most competitors wanted no part of them: kidnappings, environmental pollution and shareholder lawsuits. He was also a tireless globalist who excelled at persuading countries closed to foreign insurers to open their markets to A.I.G. To this day, A.I.G. is the only foreign insurer allowed to own 100 percent of its life insurance operations in China.

''People feared the power of Hank's personality,'' says one longtime former subordinate who was granted anonymity because his job requirements prevent him from making public comments. ''He wrestled with people and won so many times that I think in his own view he became omnipotent.''

Retirement was anathema to Mr. Greenberg, a fitness and dietary devotee who periodically issued a pointed reminder to all concerned that his great-grandmother had worked as a pushcart vendor until she was 108 years old.

MR. GREENBERG'S fall was set in motion by the great corporate fraud scandals of several years ago that stiffened the spines of business regulators nationwide and spurred corporate governance changes. Although Mr. Greenberg was openly contemptuous of the reform movement, he did bow to pressure from investors and A.I.G.'s directors by finally agreeing to a succession plan.

His long-simmering conflicts with regulators came to full boil as he refused to cooperate with a criminal investigation into an unusual $500 million transaction that he personally had started with the General Re Corporation. Mr. Greenberg sealed his fate by thumbing his nose at Mr. Spitzer, then attorney general, publicly chastising regulators who ''look at foot faults and make them into a murder charge.''

A.I.G.'s directors liked what they had seen of Mr. Sullivan. But was replacing an ousted C.E.O. with the successor he had designated really the best way to go? In deciding to stick with Mr. Sullivan, the board emphasized continuity amid crisis. ''The notion of putting someone in as acting C.E.O. or going outside didn't seem right because of the urgent need to deal with regulators,'' says Frank G. Zarb, a former chief executive of Smith Barney and the National Association of Securities Dealers, who initially succeeded Mr. Greenberg as chairman.

A day before the board demanded Mr. Greenberg's resignation, Mr. Sullivan was put to a final test: a four-hour grilling by Richard I. Beattie, chief legal adviser to the outside directors, to find out whether he was complicit in any of the matters under investigation. ''It was clear that Martin not only was not involved, but he did not even know about most of these things,'' says Mr. Beattie, who is chairman of Simpson, Thacher & Bartlett.

Mr. Greenberg left A.I.G. with a greater capacity for retaliation than the typical ousted C.E.O. In addition to controlling a large block of stock, he also remained in charge of three A.I.G. affiliates, including the Starr International Company, known as SICO, which is an investment company that administers A.I.G.'s stock bonus program; C. V. Starr & Company, an insurance agency; and the Starr Foundation, one of the country's best-endowed philanthropic organizations.

Mr. Greenberg leased a floor in the Park Avenue headquarters of Citigroup to house those entities and a small cadre of loyalists, including Howard I. Smith, A.I.G.'s former chief financial officer. Mr. Greenberg kicked Mr. Sullivan and his allies off the SICO board, stopped awarding bonuses to A.I.G. executives and terminated a longstanding Starr Foundation program that gave college scholarships of as much as $14,000 a year to the children of lower-income A.I.G. employees. (A.I.G. immediately reinstated the scholarship program on its own dime.)

Disentangling the Starr companies from A.I.G. has kept a lot of lawyers busy on both sides of the Greenberg-Sullivan divide. The main object of contention in a protracted lawsuit remains SICO's treasure trove of 250 million A.I.G. shares, currently worth about $14 billion. A.I.G. contends that it should assume control of the shares because SICO held them in trust for A.I.G. employees. SICO argues that it never had a contract with A.I.G. and can do whatever it wants with the stock, aside from the 12.7 million shares already promised to A.I.G. executives.

Severing business ties between A.I.G. and C. V. Starr proved especially problematic. The Starr agencies long had been part of A.I.G. in all but name. Most of their employees had been hired and trained by the company and occupied space in A.I.G. offices. According to company executives, armed guards were posted in scores of A.I.G. offices around the country to make sure that A.I.G. employees didn't steal C. V. Starr files and to prevent Starr employees from removing those files.

Mr. Sullivan and Mr. Greenberg finally worked out a truce in late 2006, settling 18 lawsuits and arbitration cases simultaneously. Terms were not disclosed.

Starr now is an independent company. It competes directly -- and fiercely -- with A.I.G., which hired a few hundred new employees to rebuild what was lost when Starr decamped. The bitterness definitely lingers.

''A lot of people who were friends for a long time aren't anymore,'' says Ralph W. Mucerino, president of A.I.G. Global Marine and Energy. ''What we went through was like the Civil War, with cousins fighting cousins.''

In some ways, A.I.G. is now a very different company than the one Mr. Sullivan inherited. Colleagues say that his even-tempered, delegatory management style has meant more collegiality and a lot less bullying. ''It's the way adults ought to be treated,'' says Rodney O. Martin Jr., who runs A.I.G.'s worldwide life-insurance operations.

A.I.G.'s accounting and compliance systems have been almost completely overhauled, and this once-secretive company is much more forthcoming in its dealing with regulators and investors alike. And many of the same corporate governance activists who viewed A.I.G. as a pariah now hail it as a pacesetter. ''They took just about every recommendation I made,'' says Arthur Levitt Jr., a former S.E.C. chairman who began advising A.I.G.'s board after it ousted Mr. Greenberg. ''In terms of process and governance, now it is about as good as a board can get.''

The question dogging Mr. Sullivan now is whether he can accelerate A.I.G.'s growth beyond the modest increase in net income it posted in the first nine months of 2007. Put another way, can Mr. Sullivan infuse the entrepreneurial dynamism that Mr. Greenberg long personified into the kinder, gentler, altogether more strait-laced A.I.G. he has fashioned?

Mr. Sullivan is under mounting pressure not only to accelerate growth, but also to retool the blueprint he inherited from Mr. Greenberg -- even, paradoxically, if it means shrinking the company. A growing number of investors and analysts contend that it should sell off some of the non-insurance businesses that Mr. Greenberg built late in his tenure, including its aircraft leasing, capital markets trading and consumer lending divisions.

Mr. Sullivan recently began discussing possible adjustments in strategy with his board, which is in no hurry to alter A.I.G.'s course. ''It's not like there is a giant strategic hole where competitors are eating A.I.G.'s lunch,'' Mr. Willumstad says.

Spinning off a division or two might placate some investors, but at the risk of further antagonizing Mr. Greenberg, who has pursued revenge even in the smallest of ways.

For example, until recently, Mr. Sullivan's mother-in-law and father-in-law worked for Mr. Greenberg, and they still reside on the grounds of a golf club under his control called Morefar Back O' Beyond. Situated in Brewster, north of New York City, Morefar was once a private playground for A.I.G. executives and their guests. The fact that anyone who works for A.I.G. is no longer welcome at Morefar has lent a furtive air to Mr. Sullivan's visits with his wife's parents. That, and the fact that Mr. Greenberg's country home is just down the street.
URL: http://www.nytimes.com
SUBJECT: INVESTIGATIONS (90%); INSURANCE (89%); ENTREPRENEURSHIP (78%); INSURANCE AGENCIES & BROKERAGES (73%); INTERVIEWS (88%); EMBASSIES & CONSULATES (73%); WEATHER (71%); SUBPRIME LENDING (70%); CREDIT CRISIS (73%)
COMPANY: AMERICAN INTERNATIONAL GROUP INC (91%)
ORGANIZATION: UNITED NATIONS (54%)
TICKER: AIG (NYSE) (91%); AAIG (PAR) (91%); 8685 (TSE) (91%)
PERSON: MARTIN J SULLIVAN (94%); RICHARD HOLBROOKE (54%)
GEOGRAPHIC: SHANGHAI, CHINA (79%) ASIA (91%); CHINA (79%)
LOAD-DATE: February 3, 2008
LANGUAGE: ENGLISH
GRAPHIC: PHOTOS: Martin J. Sullivan took over as chief executive of A.I.G. in 2005 after Maurice R. Greenberg was forced out. (PHOTOGRAPH BY JOSH HANER/THE NEW YORK TIMES) (pg.BU1)

Gov. Eliot Spitzer of New York, third from the right, with Martin Sullivan behind him, at a news conference in January. Last year, Mr. Spitzer appointed Mr. Sullivan to a commission to streamline the state's approach to regulating the financial services industry. (PHOTOGRAPH BY RICK MAIMAN/BLOOMBERG NEWS)

Mr. Greenberg controls 11.8 percent of A.I.G. stock. He has publicly called into question Mr. Sullivan's managerial ability. (PHOTOGRAPH BY STEPHEN HILGER/BLOOMBERG NEWS) (pg.BU8)
PUBLICATION-TYPE: Newspaper

Copyright 2008 The New York Times Company

1110 of 1231 DOCUMENTS

The New York Times
February 3, 2008 Sunday

Late Edition - Final

Yahoo Deal Is Big, but Is It the Next Big Thing?
BYLINE: By JOHN MARKOFF
SECTION: Section A; Column 0; Business/Financial Desk; SILICON VALLEY MEMO; Pg. 1
LENGTH: 1275 words
DATELINE: SAN FRANCISCO
In moving to buy Yahoo, Microsoft may be firing the final shot of yesterday's war.

That one was over Internet search advertising, a booming category in which both Microsoft and Yahoo were humble and distant also-rans behind Google.

Microsoft may see Yahoo as its last best chance to catch up. But for all its size and ambition, the bid has not been greeted with enthusiasm. That may be because Silicon Valley favors bottom-up innovation instead of growth by acquisition. The region's investment money and brain power are tuned to start-ups that can anticipate the next big thing rather than chase the last one.

And what will touch off the next battle? Maybe it will be a low-power microprocessor, code-named Silverthorne, that Intel plans to announce Monday. It is designed for a new wave of hand-held wireless devices that Silicon Valley hopes will touch off the next wave of software innovation.

Or maybe it will be something else entirely.

No one really knows, of course, but gambling on the future is the essence of Silicon Valley. Everyone chases the next big thing, knowing it could very well be the wrong thing. And those who guess wrong risk their survival.

That is why, in this silicon-centric economy, front-runners do not stay front-runners for long.

Many big names of the 1980s -- Commodore, Tandem, Digital Equipment and MicroPro -- are in a graveyard shared by the highfliers of the 1990s -- the At Home Network, Netscape and Infoseek, to name a few.

Now Yahoo, founded by Stanford graduate students who became media darlings and instant billionaires after an exhilarating initial public offering of stock, may be the next to disappear.

And Yahoo, which is based in Sunnyvale, Calif., is only 13 years old. Microsoft wants to buy the company for $44.6 billion as its way to compete with Google, the hot company of this decade, which was also founded by Stanford graduate students who became media darlings and instant billionaires after an exhilarating initial public offering.

''This is the very nature of the Valley,'' said Jim Breyerof the venture capital firm Accel Partners. ''After very strong growth, businesses by definition start to slow as competition increases and young creative start-ups begin to attack the incumbents.''

The economist Joseph Alois Schumpeter had a name for this principle of capitalism: creative destruction. Perhaps nowhere does it play out more dramatically -- and more rapidly -- than in Silicon Valley, where innovation unleashes a force that creates and destroys, over and over.

Microsoft, at the still-young age of 32, is making its largest acquisition because it, too, is affected by this force. Founded in 1975, Microsoft has had a longer run than most tech companies largely because it became very good at chasing the next big thing: an operating system, point-and-click computing, software for servers, Web services, video games, and, most recently, Internet search and online advertising.

Technological innovation may not have always been what gave Microsoft the edge. It has been frequently criticized for me-tooism and for getting it right the third time. Sometimes, marketing skill and bullying seemed also to be keys to its success. (To be fair, the creative use of those skills can also be regarded as a form of innovation.)

Microsoft won huge business battles, starting with its domination of personal-computer software against Apple during the 1980s. A decade later, it made quick work of Netscape Communications, which popularized Web browsing in the mid-1990s.

While Microsoft remains very profitable because of its lock on desktop software, its efforts to dislodge the Valley's leading third-generation Internet company, Google, have so far failed.

Google's central innovation, Internet search, has confounded Microsoft, despite investing billions in both technology development and numerous smaller acquisitions. Internet technology has overtaken the PC desktop as the center of the action, as people increasingly view the computer as merely a doorway to their virtual world. Google calls this phenomenon ''cloud computing.''

Google, based in Mountain View, Calif., has been setting up giant data centers around the globe. It benefited from the software innovations of hundreds of nimble garage start-ups to develop programs that reach millions of users over the Web.

It has unleashed the power of free -- not a new idea for the Valley -- to endear itself to a new generation of computer users with services they find they cannot live without, like e-mail, digital video and social networking.

Now Microsoft is trying to make up ground by buying what it has not been able to build. To many technologists and entrepreneurs here, the deal does not indicate any imminent threat to the Valley's start-up culture or suggest that the region might go the way of Detroit; it underscores the health of the heartland that has produced waves of ever-more powerful technologies for more than half a century.

There is a sense here among investors that Microsoft, as a more effective counterweight to Google, might actually serve to spur innovation in the Valley.

''When Microsoft was in the ascendancy, there were whole areas of investment that were of less interest to investors,'' said William R. Hearst III, an affiliated partner with the venture capital firm Kleiner Perkins Caufield & Byers. ''Now you could enter a new area and people will think that maybe one of the two colossuses will be interested in acquiring your start-up.''

Innovation has been the driving force of Silicon Valley, and the results over the last quarter-century have been stunning. More than a billion personal computers are in use around the world. Cellphones are in the hands of three billion people. The next generation of mobile computers appears destined to reach another two billion people in just six more years.

The productivity gains from these devices have driven the world's economy to faster economic growth and a higher standard of living for an ever-widening swath of the world's population.

If Microsoft acquires Yahoo, some executives said, the question is whether it will shake its obsession with catching Google and instead look to the next generation of the Internet, even if it threatens Microsoft's dominant position in PC software.

The bid for Yahoo ''underscores how Microsoft's hold on the personal computer desktop is meaning less,'' said Nicholas Carr, author of ''The Big Switch,'' which describes the consequences of Internet computing.

In that sense, Microsoft may in a situation identical to the one faced by I.B.M. in the early 1980s. Dominant in the mainframe business and threatened by PCs, I.B.M. responded by quickly becoming the largest PC vendor.

However, despite all of its manufacturing proficiency, the PC business was far less profitable and I.B.M. was unable to make that business work. It took a wrenching cultural change and the shedding of its management and tens of thousands of employees to regain its footing.

Ultimately, Microsoft's challenge in making its new acquisition work will be a cultural one. Can the giant software maker -- which, incidentally, is based in Redmond, Wash., about 850 miles from Silicon Valley -- use a huge acquisition to tap into what makes the Valley tick? Will it force Microsoft to look forward instead of backward?

To many, these questions frame the challenge that Microsoft confronts.

''To a large degree, it's the willingness to move on and abandon something,'' said David Liddle, a venture capitalist at U.S. Venture Partners. ''It's that ability to let something go and move on to the next big thing.''

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