Staying a (very little) while at Interactive Data …

As merger proxies trickle through the SEC’s database, we’re watching the dollar-signs pile up in the corner office, almost as if Scrooge McDuck had turned the taps on in his money bin.

Take Interactive Data Corp. (IDC), a global market-data company that is being taken private by Silver Lake Technology Management, L.L.C. and Warburg Pincus LLC in what’s being billed as the biggest private-equity deal so far this year.

In the process, Chief Executive Raymond L. D’Arcy will get $1.6 million to stick around through the deal and a little while after — a whopping four months after, as it turns out, according to the proxy the company filed late in the day on Tuesday. With the companies aiming to wrap things up by the end of the third quarter, that implies about $200,000 a month to stay employed. Throw in the other half-dozen executives listed as getting stay bonuses in Tuesday’s proxy, and you’re up to $4.8 million in all.

Then there’s the severance, should any of the executives lose their job other than for “cause” (ie, things like dereliction of duty or felony fraud). D’Arcy would get $1.44 million, while the other execs would raise the total to another $5.5 million if they were all laid off. That’s a nice step up from a couple months ago, since IDC’s board decided in May to include top executives in its severance plan, something they hadn’t benefited from before.

Mind you, IDC’s filing isn’t a proxy in the most familiar sense: It explicitly asks shareholders not to respond with an up or down vote on the deal — the board has already “unanimously determined that the Merger Agreement and the transactions contemplated thereby (including the Merger) are fair to, and in the best interests of, the stockholders of the Company.” And, while consummating any merger requires the support of a majority of the shareholders,

“an indirect wholly owned subsidiary of Pearson plc (Pearson), which on such date owned shares of Common Stock representing approximately 60.4% of the outstanding shares of Common Stock entitled to vote on the adoption of the Merger Agreement, delivered a written consent adopting the Merger Agreement and authorizing the transactions contemplated — As a result, no further action by any other [IDC] stockholder is required — [IDC] has not and will not be soliciting your authorization and adoption of the Merger Agreement and does not intend to call a stockholders meeting—”

That’s just how it goes in publicly traded companies, where the majority rules in the strictest possible sense (sometimes, anyway). Don’t like it? Don’t invest in companies with dominant shareholders.

Image source: kugelfish via Flickr.


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