More recently, there has been controversy at the board level with one director resigning and another making public statements about other directors and major shareholders.

What about employees, shareholders, and distribution channel members?

"The German government has never been at ease with the article about consulting shareholders," one diplomat said.

Of course, companies that care about shareholders could change their bylaws to make their officials culpable in such cases.

Mr. Lorenzo expressed no qualms about other shareholders not being offered the price he is getting.

"In reality, a lot of boards clearly don't spend much time worrying about shareholders, but just rubber-stamp management's plans," he said.

Why in hell are you so concerned about shareholders, Pat- rick?

Until Mr. Gramm raised the issue, no one had asked about shareholders.

But what about shareholders who were there before the conversion and never intended to get involved?

In one place, the message quotes him as making critical remarks about shareholders.