Genzyme CEO Has $22M Conflict of Interest in Sanofi Buyout

Last Updated Aug 6, 2010 3:28 PM EDT

To read the financial press, Sanofi-Aventis' (SNY) attempted acquisition of Genzyme (GENZ) is surrounded in mystery: The two sides are far apart on price and investors expect the haggling will take all summer. Will they agree a price or will Sanofi walk away, not willing to overpay?

The negotiations become a lot less mysterious when you look at the giant conflict of interest that follows Genzyme CEO Henri Termeer into his M&A war room: If he agrees to sell Genzyme he gets a jackpot change-of-control payment worth $22 million. Here's what Genzyme's 2009 proxy says about management's rewards for selling the company (Genzyme hasn't filed a 2010 proxy yet).

Now, with a $22 million nest egg in the balance, what do you think the chances are of Termeer saying no to Sanofi?

Companies give CEOs change-of-control payments as a reward for the increased value to shareholders that acquisitions generally deliver; and to compensate them for the fact that they may find themselves suddenly out of a job years earlier than they planned.

But the payments also hurt shareholders: Some Genzyme investors believe the company is worth $20 billion but Sanofi is only offering $18.7 billion:

Given that Termeer's $22 million is like a giant weight on the "yes!" side of the scale, it seems to me that he has little personal vested interest in haggling Sanofi up to its maximum price.

Related: Image by Flickr user Serge Melki, CC.