Caging a wildcat
Shareholders curb Aubrey McClendon
"WILDCAT" was once American slang for risky business; then it was applied specifically to drilling for oil or gas in virgin land. Either way, it fits Aubrey McClendon, the boss of Chesapeake Energy. Since co-founding the firm in 1989, the tall Oklahoman has overseen the acquisition of vast tracts of land and found oodles of natural gas under it. As Chesapeake became America's second-largest natural-gas producer, Mr McClendon became the face of fracking, a gas-extraction technique hated by greens.
More recently Mr McClendon has enraged shareholder activists. On May 1st they clipped his wings. While remaining chief executive, Mr McClendon will give up the chair of Chesapeake to someone independent. Shareholders hope this will stiffen the spine of a boss-friendly board. Mr McClendon will also negotiate the scrapping, by 2014, of a programme by which he was allowed to buy a 2.5% stake in every new well drilled by his company.
最近，Mr McClendon触怒了股东中的激进分子。 这些人于5月1日剥夺了Mr McClendon对公司的控制权。尽管保住了首席执行官的位子，Mr McClendon还是要将董事长职位让位于某个独立的第三方。股东们希望此举能够让原本对总裁过于友好的董事会可以挺起脊梁 。同时，Mr McClendon将商议于2014年废除一向（激励）项目，在该项目中Mr McClendon有权在公司开采的所有新油井中占有2.5%的股份。
Mr McClendon has long argued that this unusual arrangement was in the best interests of shareholders. "You could say I'm the only CEO in America who truly participates alongside his company in the day-to-day business activity on the same basis as the company," he told Forbes last year. Presumably he believes that his incentives will now become less well-aligned. Many shareholders disagree.
一直以来，Mr McClendon坚持认为这项不寻常的安排是为了实现股东的最大利益。去年在福布斯的采访中，Mr McClendon说"你可是说我是美国唯一一个真正参与公司日常商业事务，并与公司站在同一立场的CEO。"事到如今，大概他也认为这项激励措施使他与公司的立场并不一致。（可是）许多股东对这一点并不认可。
As Chesapeake has grown, so has Mr McClendon's appetite for debt to finance his stakes in wells. (To avoid cherry-picking, he was obliged to invest in all of each year's new ones, or none at all.) In the first year of the programme, according to the Wall Street Journal, the firm drilled 19 wells; last year it was around 1,700, and Mr McClendon had to stump up over $457m.
切萨皮克能源公司的逐步发展，Mr McClendon对资本的胃口也越来越大，他不断通过借贷来为购买油井股票融资。（为了避免挑选行为惹人注目，他不得不对每年的新开发的天然气井全部投资或者全都不投）。据华尔街日报报道，在该项激励计划实施的第一年，公司开发了19个天然气井，到2011年，公司天然气井数量约为1700个，Mr McClendon为此需要支付4.57亿美元。
He did this mostly by borrowing: he admits to personal debts of $846m. In 2008, as natural-gas prices plunged along with the firm's market capitalisation, he had to sell most of his shares in Chesapeake to repay debts. The following June, the board gave him a special $75m bonus to invest in the well programme, while suspending the requirement that he own shares in the firm worth five times his annual salary. This generous move was what first stoked the ire of shareholder activists.
Hedge funds short-selling Chesapeake's shares talk of "red flags" that suggest trouble ahead. For example, the board is looking into reports that Mr McClendon borrowed money from financial firms that had a business relationship with Chesapeake. The firm also disclosed that the taxman was looking at the well programme as part of an audit. On May 2nd, Mr McClendon complained that "a great deal of misinformation" has been published.
To have a boss with such big debts looks risky. Did the board know the details? This much is clear: neither the board nor shareholders can claim they were unaware of the programme that let Mr McClendon invest in new wells, which has existed since the firm went public in 1993.
As the forthcoming flotation of Facebook may show, investors are often willing to overlook weak corporate governance when offered the chance to buy shares in a newly listed firm run by a brilliant entrepreneur. The turmoil at Chesapeake should remind them:caveat emptor.