Corporate Governance Issues at Refco Inc.
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Case Details:
Case Code : CGOV006
Case Length : 19 Pages
Period : 2005-2006
Organization : Refco Inc.
Pub Date : 2006
Teaching Note : Available
Countries : USA
Industry : Financial Services
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Excerpts
The Bennett Era
In October 1998, Bennett replaced Grant as CEO. "Phil (Bennett) brings to the
job a bulletproof track record of sound decision making and a recognized
financial stature," said Dittmer at that time. In 1999, Dittmer resigned from
his post and sold his stake in the firm to Grant and Bennett. Bennett assumed
the title of Chairman in addition to the CEO title. At that point, Bennett and
Grant each held a 50% stake in the firm through a New York-based company called Refco Group Holdings Inc. (RGHI).
Bennett took many measures to clean up the Refco Group's image. In January 1999,
he hired Dennis Klejna (Klejna), who had served as the enforcement director at
Commodity Futures Trading Commission (CFTC) from 1983 to 1995, as the firm's
general counsel...
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Going Public
Lee Partners had acquired the Refco Group with the intention of eventually
taking the firm public. Before the IPO, the Refco Group and its various
subsidiaries were brought under one holding company called Refco Inc. (Refco).
In April 2005, Refco filed papers with the US Securities and Exchange
Commission (SEC) for an IPO of its common stock. Refco hired BAC, Credit
Suisse First Boston Inc. (CSFB), and the Goldman Sachs Group Inc. (Goldman
Sachs) to underwrite the IPO...
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The Beginning of the End
Refco's dramatic unraveling began in October 2005 when the company's
controller, Peter F. James (James), who had been hired in August 2005,
discovered that the firm's accounts were not as clean as had been previously
assumed.
James had been hired by Refco's CFO, Gerald M. Sherer (Sherer), who
had himself joined the company only in January 2005. Sherer had earlier
alerted the Refco board to problems with Refco's internal controls
(practices and systems) regarding record-keeping and fraud prevention... |
Refco's Announcement and its Fallout
Bennett had allegedly been buying Refco's bad debt through
RGHI, using money borrowed from Refco itself. As the loan from Refco was a
related party transaction, he entered into off-setting transactions with one of
the company's clients, Liberty Corner LLC (Liberty) in order to keep it off Refco's books...
Excerpts Contd...>>
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