MESSAGE TO CARL MCCALL: 'WE'RE DEAD'
By Carol J. Loomis

(FORTUNE Magazine) – FOR ALL THE FASCINATION THAT THE HealthSouth, WorldCom, and Tyco trials (Scrushy to Ebbers to Kozlowski?) are now bringing to the business world, just wait for the courtroom battle between Dick Grasso and Eliot Spitzer & Co. over how much Grasso was paid at the New York Stock Exchange. Anticipation of that trial, likely to begin in 2006, grew in early February with the release of the so-called Webb report. This 137-page document, put together for the NYSE in 2003 by lawyer Dan Webb of Winston & Strawn, was until now bottled up by the exchange because, so it was hinted, there were things in it that might embarrass people (for more on the NYSE see "The Fall of the House of Grasso" on fortune.com).

And bet your britches, there are. Besides skewering Grasso, who may be beyond embarrassment, most of those things concern the dubious stewardship of the big-name CEOs who were directors of the exchange. The 2003 compensation committee roster alone includes such luminaries as BlackRock founder Larry Fink, Mel Karmazin, Gerald Levin, and Jürgen Schrempp.

True, in providing quotes of what a given director said at such and such an electric moment, the report normally doesn't give a name. But that won't be the situation when the case comes to trial. So what we will see is a parade of unhappy VIPs trying to explain just how they let Grasso walk out of the exchange with $139.5 million in benefits and deferred compensation in September 2003. And how they didn't happen to know he was due another $48 million on top of that.

Because he chaired the comp committee, Carl McCall, now a principal of a financial advisory firm, is named (as is Invemed chairman Kenneth Langone, who preceded McCall in the job). In mid-2003, when only that committee knew the horrors of the Grasso grab, McCall set about phoning each member of the full board--people like Merrill Lynch's Stanley O'Neal and Chase's Bill Harrison--to break the news. The directors registered shock and anxiety about the "optics" of it all. Said one: "We're dead, Carl." Later, describing Grasso's pay at a board meeting, McCall fumbled the details and sort of forgot to mention the $48 million. But you know he--and others--will be getting to that in court. -- Carol J. Loomis