At year-end 2003, Freddie Mac's total mortgage portfolio reached a total principal of $1.4 trillion. The U.S. government did not explicitly back Freddie Mac, a stockholder-owned organization, but investors were said to perceive some degree of implicit government backing. After its success in the 1990s, Freddie Mac made maintaining steady earnings growth in the mid-teens an explicit goal through interest rate risk management. To smooth earnings in a changing interest rate environment, Freddie Mac prided itself on modeling, measuring, and managing credit and interest rate risk. Significant resources were devoted to developing sophisticated, quantitative risk modeling and solutions. Interest rate risk was reduced largely through the use of interest rate swaps and swaptions. The motivation to smooth earnings was inherent in Freddie Mac's culture and caused business problems: The operations (e.g., accounting, audit, etc.) of the organization were not well supported, executive compensation was tied to meeting earnings estimates, and employees involved in developing creative accounting solutions to manage earnings were thought of as "first-class citizens." On January 22, 2003, Freddie Mac announced it would restate earnings for 2002, 2001, and possibly 2000. The following June, the Office of Federal Housing Enterprise Oversight (OFHEO), Freddie Mac's regulator, began an examination of Freddie Mac's culture and the events leading up to the restatement. OFHEO determined that Freddie Mac had neglected operations risk management when managing interest rate risk and earnings, leaving room for accounting and disclosure issues. How should investors view the events leading up to the $5 billion restatement and Freddie Mac's management of interest rate risk and operations risk?
The Rainforest Action Network (RAN) worked "to protect the Earth's rainforests and support the rights of their inhabitants through education, grassroots organizing, and nonviolent direct action." RAN accomplished its mission by organizing campaigns to redirect corporations away from the destruction and exploitation of nonsustainable forest resources. RAN worked with other nongovernmental organizations, student groups, and indigenous forest communities. Founded in 1985, RAN had 10,000 members and an annual budget of $2 million in 2003. Over time, the scope of RAN's campaigns had broadened. RAN sought to stop the logging of old growth forests, protect fragile ecosystems, and reduce the threat to forests and the environment due to climate change. RAN's three campaigns in 2004--the Old Growth Campaign, the Global Finance Campaign, and Jumpstart Ford--focused on these objectives. In April 2003, RAN's board of directors appointed as executive director Michael Brune, the former campaigns director for the organization. Brune and the board of directors began a review of RAN's strategy and mission in light of the expanded scope of RAN's campaigns. RAN had limited resources and was stretched to conduct three campaigns. What changes to RAN's strategy, structure, and resource base would be required if it were to expand its mission, for example, to include natural systems such as clean air, clean water, and the climate?
Citigroup, the world's largest project finance bank, provided financing for extractive projects such as mining, logging, and oil exploration. Some of these projects took place in developing countries and in rainforests and other endangered ecosystems. In 2000, the Rainforest Action Network (RAN) launched its Global Finance Campaign, with Citigroup as the target. The goal was to convince Citigroup, and eventually all lenders, to stop financing destructive activities in endangered ecosystems. The campaign began in early April 2000 when RAN wrote to Citigroup, urging it to address its role in financing the destruction of the world's remaining old growth forests and the acceleration of climate change. Shortly thereafter, at Citigroup's annual meeting, RAN campaigners questioned the board of directors and CEO Sandy Weill in front of an audience of shareholders. Citigroup agreed to meet with RAN immediately following the annual meeting. For the next two years, Citigroup and RAN held regular meetings, while RAN continued its protest activities. Mike Brune, executive director of RAN, believed that Citigroup was stalling--the meetings were discussions, not negotiations.
In mid-2003, Morgan Stanley and JPMorgan launched a number of structured credit products that had exposure to correlations in the credit risks of the firms underlying the TRAC-X index: tranched TRAC-X NA, tranched TRAC-X Europe, and options on both TRAC-X NA and TRAC-X Europe. The values of these TRAC-X derivatives were determined by some key parameters: the probabilities of default of each of the firms covered in the index, the recovery rates of the underlying corporate debt instruments in the event of default, and credit risk correlations among the underlying firms (plus, the value of TRAC-X options was also influenced by the volatility of CDS premiums). Tranched TRAC-X and other tranched products were often quoted in the market at prices that were expressed through an implied correlation parameter. Among the issues facing Morgan Stanley's Lewis O'Donald was the implication of the "implied correlation" quotations on the tranched products. Taken at face value, the quotations available in the market seemed to indicate that different tranches on the same underlying index of firms were trading at different implied default correlations. The market prices of the different tranches implied different default correlations for the same set of underlying firms--meaning that credit protection for the same set of underlying firms could be bought or sold at prices that assumed that the defaults of the underlying firms were correlated differently from the viewpoint of different tranches. This correlation skew across the different TRAC-X tranches represented a form of pricing discrepancy.
WebEx Communications, founded in 1996 by Min Zhu and Subrah Iyar, was an Internet-based, carrier-class communications services provider of web conferences and meetings. WebEx's online, real-time, interactive, multimedia communications services allowed its customers to communicate via voice conferencing, video conferencing, and data communication. With data communication, using just a standard web browser, multiple users could share and remotely control software applications and desktops, share and edit documents and presentations, remotely browse the web together, chat live, write on whiteboards, record and play back sessions, and transfer files. The company's services improved the efficiency of many activities: meetings, sales, marketing, training, customer support, etc. The company's early performance was impressive, but analysts had recently pointed out that the revenue growth rate was slowing. WebEx was considering a number of strategies to boost sales: expand the product line vertically to target specific end-user groups like health care or finance; increase partnering agreements with resellers; focus more on enterprise customers, which had the potential for hub-and-spoke acquisition of additional customers; or expand internationally (international sales accounted for about 4% of revenues in 2002). Also, Min and Subrah had to consider the repercussions of some recent news. On January 21, 2003, Microsoft announced it was acquiring PlaceWare, WebEx's most significant competitor.
In October 1998, VERITAS and Seagate's Network Storage and Management Group, which both sold data storage management software, agreed to merge. In terms of employee size and revenues, it was nearly a merger of equals. Until regulatory approval for the merger was granted from the government under the Hart-Scott-Rodino (HSR) Act, the two companies could share only public information, initially limiting due diligence. The companies received HSR approval on December 4, 1998. It had been clear from public information that the two companies offered different products, sold through different channels of distribution, and captured two different customer segments of the market. After all, these differences were regarded as complements and the major justification behind the merger. However, what was not so apparent until HSR approval was the clash in sales force cultures. Paul Sallaberry, an executive at pre-merger VERITAS, assumed the role of executive vice-president of worldwide sales and marketing after the merger. Sallaberry needed to design a sales force integration plan that would take the company to billions of dollars in sales within the next few years without sacrificing any short-term sales momentum. To do so, he had to resolve the issues at hand: culture clashes, disparate compensation structures, overlapping territories, and redundant management positions.
Peter Kelly became CEO of Med-Mart, a home health supply company, shortly after his search fund acquired it in 1993. Unfortunately, at the time of purchase, Med-Mart's sales growth, inventories, and receivables had been grossly overstated, leading to a precarious financial situation once these errors were discovered after the acquisition was completed. During the summer of 1995, Kelly hired Tim Martin as Med-Mart's vice-president of sales to boost sales and help rescue Med-Mart from financial peril. However, Martin's proposal to increase sales involved refocusing Med-Mart from thousands of products down to just a few high-margin products, eliminating over 80% of current revenues. Kelly was wary of implementing such a drastic plan and knew that success was wholly dependent on the ability of the sales force to increase sales of the few remaining products dramatically. Kelly thought they could reorient the sales force to implement Med-Mart's proposed change in strategy effectively by changing the commission scheme. Kelly's next step was to design this new commission plan, considering the dollar value and timing of commission payments, as well as any thresholds, caps, or ramping of commissions. He wondered how the sales force would react to a compensation revamp and handle selling only one primary product.
By the mid-1990s, a few years into Vietnam's tentative market-oriented reforms, Vietnam's newborn private sector was at a crucial point. The government had gradually loosened its communist-era prohibitions on market activities, but had left in place most of the machinery of the old planned economy and had done little to build the institutions needed to underpin a market-oriented economy. Interestingly, facing impediments such as the lack of commercial law and contracts, entrepreneurship flourished. The protagonists in the case, owner-managers of three relatively young firms, discuss their initial success in such an unreceptive setting.