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    <title>Footnoted.org - Seeking Alpha</title>
    <description>'Footnoted.org' Tag RSS Syndication from SeekingAlpha.com</description>
    <author>
      <name>SeekingAlpha.com</name>
    </author>
    <link>http://seekingalpha.com/author/footnotedorg</link>
    <item>
      <title>Curious Retention Agreements at Ligand (LGND)</title>
      <link>http://seekingalpha.com/article/7684-curious-retention-agreements-at-ligand-lgnd?source=feed</link>
      <guid isPermaLink="false">7684</guid>
      <content>
        <![CDATA[Daniel Loeb of Third Point Management often provides entertaining copy in his attachments to Third Point’s public filings. Take for example, <a href="http://yahoo.brand.edgar-online.com/fetchFilingFrameset.aspx?FilingID=3924406&Type=HTML">his letter</a> to the CEO of Ligand Pharmaceuticals (LGND.PK) last fall when he filed a 13D. Loeb quoted one analyst as saying that the CEO was “the worst CEO in biotech]]>
      </content>
      <pubDate>Tue, 14 Mar 2006 10:15:55 -0500</pubDate>
      <author>Footnoted.org</author>
      <description>
        <![CDATA[Daniel Loeb of Third Point Management often provides entertaining copy in his attachments to Third Point’s public filings. Take for example, <a href="http://yahoo.brand.edgar-online.com/fetchFilingFrameset.aspx?FilingID=3924406&Type=HTML">his letter</a> to the CEO of Ligand Pharmaceuticals (LGND.PK) last fall when he filed a 13D. Loeb quoted one analyst as saying that the CEO was “the worst CEO in biotech<br/><a href='http://seekingalpha.com/article/7684-curious-retention-agreements-at-ligand-lgnd?source=feed'>Complete Story &raquo;</a>]]>
      </description>
      <category type="symbol" link="http://seekingalpha.com/symbol/lgnd">LGND</category>
      <category type="author" link="http://seekingalpha.com/author/footnotedorg">Footnoted.org</category>
    </item>
    <item>
      <title>Northrop Grumman's Use Of Rule 10b5-1 Driving Up Stock Price? (NOC)</title>
      <link>http://seekingalpha.com/article/7648-northrop-grumman-s-use-of-rule-10b5-1-driving-up-stock-price-noc?source=feed</link>
      <guid isPermaLink="false">7648</guid>
      <content>
        <![CDATA[As covered in <a href="http://biotechstockblog.com/article/7422">my March 2 post</a>, the 10b5-1 arrangement basically transfers control of a set number of shares to a third party so that they can be sold without worrying about insider trading issues. But the rule can also apply to purchases, as <a href="http://yahoo.brand.edgar-online.com/fetchFilingFrameset.aspx?dcn=0001193125-06-046665&Type=HTML">Northrop Grumman demonstrated</a> last week. 
</p>
<p>NOC bought $750 million of stock from Credit Suisse ($64.78 *11.58 million shares), who apparently sold short and will go into the market over the next few months to buy shares to cover its position. It’s not clear to me (IR hasn’t called me back) whether reported earnings per share can be calculated as of the date of the transaction using the smaller number of shares, or whether the short has to be covered before the share count is reduced.
</p>]]>
      </content>
      <pubDate>Mon, 13 Mar 2006 09:25:57 -0500</pubDate>
      <author>Footnoted.org</author>
      <description>
        <![CDATA[As covered in <a href="http://biotechstockblog.com/article/7422">my March 2 post</a>, the 10b5-1 arrangement basically transfers control of a set number of shares to a third party so that they can be sold without worrying about insider trading issues. But the rule can also apply to purchases, as <a href="http://yahoo.brand.edgar-online.com/fetchFilingFrameset.aspx?dcn=0001193125-06-046665&Type=HTML">Northrop Grumman demonstrated</a> last week. 
</p>
<p>NOC bought $750 million of stock from Credit Suisse ($64.78 *11.58 million shares), who apparently sold short and will go into the market over the next few months to buy shares to cover its position. It’s not clear to me (IR hasn’t called me back) whether reported earnings per share can be calculated as of the date of the transaction using the smaller number of shares, or whether the short has to be covered before the share count is reduced.
</p><br/><a href='http://seekingalpha.com/article/7648-northrop-grumman-s-use-of-rule-10b5-1-driving-up-stock-price-noc?source=feed'>Complete Story &raquo;</a>]]>
      </description>
      <category type="symbol" link="http://seekingalpha.com/symbol/noc">NOC</category>
      <category type="author" link="http://seekingalpha.com/author/footnotedorg">Footnoted.org</category>
    </item>
    <item>
      <title>AutoNation's Leveraged Stock Buyback -- Just Another Way for Insiders to Sell? (AN)</title>
      <link>http://seekingalpha.com/article/7596-autonation-s-leveraged-stock-buyback-just-another-way-for-insiders-to-sell-an?source=feed</link>
      <guid isPermaLink="false">7596</guid>
      <content>
        <![CDATA[AutoNation (AN), America’s largest automobile retailer, <a href="http://yahoo.brand.edgar-online.com/fetchFilingFrameset.aspx?dcn=0001299933-06-001503&Type=HTML">has filed</a> to sell $900 million of senior secured notes, along with about $450 million of bank financing and cash, to carry out a stock repurchase and bond redemption plan.
</p>
<p>AutoNation said the stock repurchase of approximately 50 million shares, represents about 19% of its outstanding shares. Existing owners are being offered $23 a share on a pro-rated basis for their stock, a 5.2% premium to AutoNation’s closing price of $21.86 on Thursday. 
</p>]]>
      </content>
      <pubDate>Fri, 10 Mar 2006 04:52:26 -0500</pubDate>
      <author>Footnoted.org</author>
      <description>
        <![CDATA[AutoNation (AN), America’s largest automobile retailer, <a href="http://yahoo.brand.edgar-online.com/fetchFilingFrameset.aspx?dcn=0001299933-06-001503&Type=HTML">has filed</a> to sell $900 million of senior secured notes, along with about $450 million of bank financing and cash, to carry out a stock repurchase and bond redemption plan.
</p>
<p>AutoNation said the stock repurchase of approximately 50 million shares, represents about 19% of its outstanding shares. Existing owners are being offered $23 a share on a pro-rated basis for their stock, a 5.2% premium to AutoNation’s closing price of $21.86 on Thursday. 
</p><br/><a href='http://seekingalpha.com/article/7596-autonation-s-leveraged-stock-buyback-just-another-way-for-insiders-to-sell-an?source=feed'>Complete Story &raquo;</a>]]>
      </description>
      <category type="symbol" link="http://seekingalpha.com/symbol/an">AN</category>
      <category type="author" link="http://seekingalpha.com/author/footnotedorg">Footnoted.org</category>
    </item>
    <item>
      <title>Directors' Pay Raises Outpacing Company Performance (CVS, CTIC)</title>
      <link>http://seekingalpha.com/article/7506-directors-pay-raises-outpacing-company-performance-cvs-ctic?source=feed</link>
      <guid isPermaLink="false">7506</guid>
      <content>
        <![CDATA[Shareholder activists have done a dutiful job in putting excessive executives’ compensation packages in the public spotlight. Perhaps now is the time for shareholders to ask that the same scrutiny be given to board members’ pay packages, too.
</p>
<p>On March 1,2006, the Board of Directors of <strong>CVS</strong> approved a <a href="http://yahoo.brand.edgar-online.com/fetchFilingFrameset.aspx?dcn=0001193125-06-045089&Type=HTML">thirty percent increase</a> in the annual retainer for non-employee directors from $50,000 to $65,000, payable 50% in CVS stock and 50% in cash.
<br />
<!--more-->
<br />
Members of a Compensation Committee are recomended by the Governance and Nominating Committee and are appointed by and serve at the discretion of the Board of Directors.
</p>]]>
      </content>
      <pubDate>Wed, 08 Mar 2006 05:21:26 -0500</pubDate>
      <author>Footnoted.org</author>
      <description>
        <![CDATA[Shareholder activists have done a dutiful job in putting excessive executives’ compensation packages in the public spotlight. Perhaps now is the time for shareholders to ask that the same scrutiny be given to board members’ pay packages, too.
</p>
<p>On March 1,2006, the Board of Directors of <strong>CVS</strong> approved a <a href="http://yahoo.brand.edgar-online.com/fetchFilingFrameset.aspx?dcn=0001193125-06-045089&Type=HTML">thirty percent increase</a> in the annual retainer for non-employee directors from $50,000 to $65,000, payable 50% in CVS stock and 50% in cash.
<br />
<!--more-->
<br />
Members of a Compensation Committee are recomended by the Governance and Nominating Committee and are appointed by and serve at the discretion of the Board of Directors.
</p><br/><a href='http://seekingalpha.com/article/7506-directors-pay-raises-outpacing-company-performance-cvs-ctic?source=feed'>Complete Story &raquo;</a>]]>
      </description>
      <category type="symbol" link="http://seekingalpha.com/symbol/cvs">CVS</category>
      <category type="author" link="http://seekingalpha.com/author/footnotedorg">Footnoted.org</category>
    </item>
    <item>
      <title>Retiring Bioscrip CEO Granted $9K/Day Consultancy Contract (BIOS)</title>
      <link>http://seekingalpha.com/article/7423-retiring-bioscrip-ceo-granted-9k-day-consultancy-contract-bios?source=feed</link>
      <guid isPermaLink="false">7423</guid>
      <content>
        <![CDATA[Bioscrip, Inc. (BIOS) which provides comprehensive pharmaceutical care solutions, recently <a href="http://biz.yahoo.com/bw/060227/20060227005382.html?.v=1" title="BioScrip CEO Henry F. Blissenbach to Retire June 30">announced</a> that Henry F. Blissenbach, President &#38; CEO, will retire upon the expiration of his employment contract, effective June 30, 2006.
</p><p>The Company operates in two reportable segments: (1) <em>Specialty Services</em>, which is comprised of specialty pharmacy distribution and clinical management services for complex and life-threatening health conditions, such as HIV/AIDS, cancer, and organ transplantation; and (2) <em>PBM Services</em>, which is comprised of fully integrated pharmacy benefit management and traditional mail RX services. The Company generates revenue principally through the sale of prescription drugs, which are dispensed either through a pharmacy participating in&#160;Bioscrip&#8217;s retail network in the PBM Services&#160;segment or by a pharmacy owned by the Company.
</p>]]>
      </content>
      <pubDate>Mon, 06 Mar 2006 11:40:32 -0500</pubDate>
      <author>Footnoted.org</author>
      <description>
        <![CDATA[Bioscrip, Inc. (BIOS) which provides comprehensive pharmaceutical care solutions, recently <a href="http://biz.yahoo.com/bw/060227/20060227005382.html?.v=1" title="BioScrip CEO Henry F. Blissenbach to Retire June 30">announced</a> that Henry F. Blissenbach, President &#38; CEO, will retire upon the expiration of his employment contract, effective June 30, 2006.
</p><p>The Company operates in two reportable segments: (1) <em>Specialty Services</em>, which is comprised of specialty pharmacy distribution and clinical management services for complex and life-threatening health conditions, such as HIV/AIDS, cancer, and organ transplantation; and (2) <em>PBM Services</em>, which is comprised of fully integrated pharmacy benefit management and traditional mail RX services. The Company generates revenue principally through the sale of prescription drugs, which are dispensed either through a pharmacy participating in&#160;Bioscrip&#8217;s retail network in the PBM Services&#160;segment or by a pharmacy owned by the Company.
</p><br/><a href='http://seekingalpha.com/article/7423-retiring-bioscrip-ceo-granted-9k-day-consultancy-contract-bios?source=feed'>Complete Story &raquo;</a>]]>
      </description>
      <category type="symbol" link="http://seekingalpha.com/symbol/bios">BIOS</category>
      <category type="author" link="http://seekingalpha.com/author/footnotedorg">Footnoted.org</category>
    </item>
    <item>
      <title>Critical Therapeutics CEO Abusing Stock Sale Program? (CRTX)</title>
      <link>http://seekingalpha.com/article/7422-critical-therapeutics-ceo-abusing-stock-sale-program-crtx?source=feed</link>
      <guid isPermaLink="false">7422</guid>
      <content>
        <![CDATA[There are hundreds of filings each week disclosing sales of company stock according to pre-arranged plans.  These so-called 10b5-1 plans require an executive to reserve a certain number of shares and then commit to selling a set amount each month (the normal duration) for a predetermined period of time.  The intent is clearly a good one, since the drawn out schedule avoids the appearance that insiders are timing their sales to their own advantage.  Pre-arranged plans benefit the insiders as well, because most companies have restrictive windows of a few days each quarter when insiders can buy and sell – such restrictions are designed to avoid any appearance of impropriety linked to a company’s most recent results. 
</p>
<p>But the fact that these plans have proliferated leads to a general sense that they are being abused.  Case in point:  Critical Therapeutics (CRTX) <a href="http://www.sec.gov/Archives/edgar/data/1145404/000129993306001006/htm_10245.htm">filed an 8-K</a> a few weeks ago announcing that the CEO had terminated his 10b5-1 plan after selling only 40,000 shares over  the past 4 months instead of the allotted 180,000 shares over 18 months.  Initial sales were at $8.65 but deteriorated to $6.48 at the end of January when the last of the pre-arranged sales was made.  And it might not surprise you that today, CRTX’s stock  price is $5.49.  In short, business as usual.  </p>]]>
      </content>
      <pubDate>Mon, 06 Mar 2006 05:54:56 -0500</pubDate>
      <author>Footnoted.org</author>
      <description>
        <![CDATA[There are hundreds of filings each week disclosing sales of company stock according to pre-arranged plans.  These so-called 10b5-1 plans require an executive to reserve a certain number of shares and then commit to selling a set amount each month (the normal duration) for a predetermined period of time.  The intent is clearly a good one, since the drawn out schedule avoids the appearance that insiders are timing their sales to their own advantage.  Pre-arranged plans benefit the insiders as well, because most companies have restrictive windows of a few days each quarter when insiders can buy and sell – such restrictions are designed to avoid any appearance of impropriety linked to a company’s most recent results. 
</p>
<p>But the fact that these plans have proliferated leads to a general sense that they are being abused.  Case in point:  Critical Therapeutics (CRTX) <a href="http://www.sec.gov/Archives/edgar/data/1145404/000129993306001006/htm_10245.htm">filed an 8-K</a> a few weeks ago announcing that the CEO had terminated his 10b5-1 plan after selling only 40,000 shares over  the past 4 months instead of the allotted 180,000 shares over 18 months.  Initial sales were at $8.65 but deteriorated to $6.48 at the end of January when the last of the pre-arranged sales was made.  And it might not surprise you that today, CRTX’s stock  price is $5.49.  In short, business as usual.  </p><br/><a href='http://seekingalpha.com/article/7422-critical-therapeutics-ceo-abusing-stock-sale-program-crtx?source=feed'>Complete Story &raquo;</a>]]>
      </description>
      <category type="symbol" link="http://seekingalpha.com/symbol/crtx">CRTX</category>
      <category type="author" link="http://seekingalpha.com/author/footnotedorg">Footnoted.org</category>
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