In what has to be one of the all-time great moments in chutzpah, wealthy Mexican tycoon Ricardo Salinas has nearly finished delisting the U.S. shares of the three Mexican companies he controls. Shares of TV Azteca and GrupoElektra have already been delisted, and the American Depositary Receipts of GrupoIusacell (NYSE:CEL) will stop trading on or about Sept. 19.
We'll get to the "why" in just a moment, but first, a few more words on the "what" are in order. The way this has come down, investors who hold the ADRs have been given the option to exchange their ADRs for Mexican shares that trade on the Mexican stock market. When it's all said and done, the bank that holds the actual Mexican shares underlying the ADRs will sell any remaining shares and distribute the proceeds to those ADR owners who didn't opt for the exchange.
Now for the "why." And, oh, what a story this is.
What's a few hundred million among friends?
It all started when the anti-hero of this piece, Ricardo Salinas, reportedly decided to enrich himself on the sly. See, a subsidiary of TV Azteca, Unefon, owed Nortel (NYSE:NT) about $325 million but disputed the payment.
The two companies battled it out for a bit before deciding on a solution -- Unefon and Nortel would settle the debt for about $150 million. Here's where it gets complicated. Nortel was paid $43 million of that $150 million by Unefon directly, and it received the remaining $107 million from the sale of the original $325 million debt to a company called Codisco, as specified in the settlement. A few weeks after the deal was done, Unefon paid Codisco the full $325 million.
Let's review. Unefon refused to pay Nortel but happily paid Codisco, and Codisco booked a tidy $218 million profit for a few weeks' work. Now, what nobody knew until later was that Codisco was half-owned by Salinas. Funny how a subsidiary of TV Azteca managed to scrape up the cash to pay its debt as soon as that debt was owned by TV Azteca's chairman, no?
Well, the SEC didn't find it so funny. Salinas took the route used by most scoundrels -- deny, deny, and deny some more. Eventually he was forced to acknowledge his role, but he then tried to claim that these shenanigans benefited the company's shareholders. The SEC wasn't swayed and went after Salinas with guns blazing -- looking to fine him and bar him from ever serving as an officer for any company listed in the United States.
But wait, there's more.
Salinas decided to play the nationalism card. Here's a great quote from the man himself: "It's absurd for the SEC to use a Mexican company and Mexican citizens to try to impose regulations in an extraterritorial manner, unilaterally ignoring international laws and the Mexican legal framework."
Hmm ... I guess Salinas just decided to overlook that whole bit about how when you sponsor publicly traded ADRs in the U.S., you're expected to play by American rules.
In any case, Salinas has decided to pick up his marbles and go home -- delisting all three of the companies he controls that are or were traded in the United States. To be fair, there was a shareholder vote for each company, and in each case the shareholders voted overwhelmingly in favor of the delisting -- not that it would have mattered, given Salinas' controlling stakes.
Even now, though, it seems that Salinas is somewhat challenged where the truth is concerned. In all three cases, he claims that the companies are delisting because the costs of listing in the U.S. aren't worth it and that the Mexican markets are now sufficiently liquid to serve the companies' needs. Riiiiight. Somehow he forgot to mention that the SEC was looking to prevent Salinas' ongoing participation in the companies and that the choice basically came down to delisting or Salinas quitting.
The lesson
In the past, those of us here at The Motley Fool have expressed caution when we find companies that are effectively solely controlled by a single individual or family. And sometimes we've taken flak for that -- I myself was criticized by a few readers who thought I was wrong to think of the ownership structure of DreamWorks Animation (NYSE:DWA) as a potential risk.
But the fact of the matter is this: When someone holds a controlling interest in a company, you are basically just a passenger, not a partner. As long as your needs and goals coincide with the owner's, everything is fine. But when those needs or goals diverge, guess who gets taken care of preferentially?
It's not always like this, of course. BerkshireHathaway (NYSE:BRKa) (NYSE:BRKb) has long been controlled by Warren Buffett, and nobody seems to mind. And there are plenty of additional examples where majority owners have done right by shareholders.
But the fact is that it still represents a risk. Perhaps shareholders of the Salinas triumvirate will come out OK with their Mexican shares, and perhaps they won't. When it's all said and done, I think the moves to delist were made to benefit and protect Salinas and his cronies -- not the shareholders.
All in all, I'm inclined to say "good riddance" to Salinas. After all, it's a special kind of person who lines his pockets and then dares to condemn regulatory authorities for catching him and trying to bring him to justice -- I'm not sure even the Enron or WorldCom folks had the cojones for that one. So he can sit back in Mexico, relaxing and counting his money, and he will probably never have to worry about the SEC again. Luckily, there are plenty of companies out there in which to invest your money, and most of them aren't run by such shameless self-dealers.
For more on shenanigans, sleights of hand, and miscreants:
Fool contributor Stephen Simpson has no financial interest in any stocks mentioned (that means he's neither long nor short the shares). DreamWorks is a Motley Fool Stock Advisor pick. The Motley Fool is investors writing for investors.
