Dow Chemical Co. CEO Andrew Liveris, who rode out allegations of misspending funds for personal use, shouldn’t head a new company that will be formed after a merger with DuPont Co., activist investor Daniel Loeb, who has a stake in it said.
The Wall Street Journal reported that Leob, head of the hedge fund Third Point, said the deal was rushed to finish before a standstill agreement that barred him from criticism was about to expire, an allegation itself ripped by officials from both Dow and DuPont, including two board members he asked to be appointed.
Ironically, Loeb supports the merger but has been going after Liveris’ scalp for several years now, as he did in other deals in which his company invested, even forcing the ouster of Yahoo former CEO Scott Thompson.
In Loeb’s letter, he said that naming Liveris chairman of DowDuPont is an insult to Dow investors and that the 61-year-old CEO shouldn’t have a role following the merger.
Earlier Loeb complained about Dow’s shareholder returns and called for a search for a new CEO, the person said. He has also questioned whether investors are funding Liveris’s personal spending, according to the person, the Journal said.
The merger between DuPont and Dow and the subsequent breakup plan appeared to address several of his concerns, including a separation of Dow’s businesses.
Liveris hinted that he was nearing retirement and described the deal as a “culmination.” The Dow board said that Liveris “does not contemplate serving,” even though he reportedly would become Executive Chairman of the new group, a $130 billion entity that would eventually be split in three.
“He should not have any role in the post-merger entity,” Loeb wrote. Giving him the Executive Chairman title “is a slap and an insult to Dow shareholders,” he added.
Liveris repaid $719,923 in 2011 after a fraud investigator found Dow had paid for his family trips to the Super Bowl, World Cup and Masters Tournament, as well as an African safari.
The fraud investigator made other allegations about the CEO’s spending in a whistle-blower lawsuit filed after she was fired. Dow said in February it had “reached an amicable settlement” with the former employee.
Dow rejected Loeb’s calls and its directors defended the deal and Liveris in a series of interviews. They called the suggestion on timing “ridiculous” and “difficult to imagine.”
“Personally I think it’s almost laughable to say that anyone tried to engineer this date to the expiration of the standstill,” said Raymond Milchovich, one of the two directors Loeb had nominated a year ago. “There was never any rushing on the part of management or the boards of either company to skip steps along the way.”
The company said the board was unanimous, including Third Point’s directors, in supporting the deal, calling it “a win for all of our shareholders.”
Another Dow director, Ruth Shaw, said the board believed Liveris was “essential” to the execution of the merger with DuPont. “Quite frankly, I think the question is can we keep him?” she said. The directors said the deal was the best option for shareholders.
Loeb privately threatened earlier this month to start a new campaign once he was free to do so, the people familiar with the matter told The Journal. He called the company’s shareholder returns “woeful” and called for a search committee to be formed to identify a new chief executive, the people said.
Dow Chemical spokeswoman Rachelle Schikorra told Reuters: “Dow’s Board of Directors, including Third Point’s two designated directors, are unanimously and fully supportive of the announced merger of equals with DuPont and intended separation.”
“This merger is the optimal path forward and a win for all of our shareholders. We stand by both our and DuPont’s Boards’ unanimous decisions to conduct this transaction, and are fully focused on achieving the successful integration of both powerhouse companies,” Schikorra said. DuPont declined to comment.