The newspaper library, the insolent newspaper library, usually exposes the most painted. His ability to make contradictions ugly is celebrated. The situation experienced last Thursday in seems to be similar to that of… although with the roles reversed. On both occasions, independent directors were dismissed with proposals not included in the agenda: four directors and the non-renewal of a fifth at the recent Indra meeting, compared to five board members and the resignation of two others at the Prisa meeting of November 2017.
Although with different consequences, Amber Capital has been the protagonist: in one as a victim and in another as an executioner. The fund chaired by Joseph Oughourlian, Chairman of the Board of Directors of Prisa, has intervened decisively in the two possibly most convulsive meetings in recent business history, with the codes of good governance being blown up, with almost explosive results and with decisions supported at the polls almost by the hairs.
At this week’s Indra meeting, Amber Capital triggered the expulsion of a third of the technology board. Oughourlian was presently at the meeting, but he delegated one of his men to dynamite the situation: he proposed the dismissal of four independent directors, with the subsequent support of the meeting, with barely 53% of the votes.
And something similar happened almost five years ago. In the question time of the Prisa board, Oughourlian was dispatched against the then president of Prisa, Juan Luis Cebrián. The management “has not been bad, it has been the following,” said the French businessman after urging the first director of ElPaís to settle his troubles with creditors and to cease immediately and unlock a vital capital increase for the group. In just ten minutes, Oughourlian cornered Cebrián. He said that his personality was “the cancer of the company.” The same one that had managed to survive ten years of terrible management. But that’s over”… But it’s not over. Far from it. Cebrián suspended the Prisa meeting for an hour to rearm and replied to the president of Amber Capital, described as a vulture fund, destroyer of value and capable of putting the interests of its partners above that of the companies.The subsequent vote, with the support of 56% of the shareholders, was resolved with the dismissal of the majority of the independent critics of Cebrián (Gregorio Marañón, José Luis Leal, Alain Minc, Elena Pisonero and Alfonso Ruiz de Assin), along with the resigned Glen Moreno and Ernesto Zedillo.
In the two twin boards, the blow was huge, with executives sheared in their attempt to shear. And that is remembered by Oughourlian, who criticized the outcome of the Prisa board, due to the hasty exit of the independent directors, for years later to act as a white knight and sacrifice the independents of Indra. Oughourlian’s complaints in 2017 were similar to those of Alberto Terol, a former Indra director, last Thursday. Now it remains to be seen if the maneuver violates the law of takeover bids and the law between shareholders of listed companies, unless they bid on 100% of the company.
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