User:Oceanflynn/sandbox/Nortel Selected Bibliography

A selected bibliography related to Nortel Networks Corporations's bankruptcy includes events prior to and following Canada's largest bankruptcy.

2016 "The settlement of 2009 broke previous telecom equipment supplier Nortel will hit. Manager and liquidator earn magnificently. This is at the expense of the injured employees, retirees and suppliers. They are still waiting for their money...Accordingly, it is already foreseeable that the Nortel bankruptcy will be the most expensive in history and will overtake that of Lehman Brothers (2.2 billion US dollars)."

2016 "$190 million US in post-bankruptcy special retention bonuses" have been paid out to Nortel executives according to Diane Urquhart, an independent financial analyst.

November 3, 2015 Nortel Networks Corporations's legal costs soared to an unprecedented $2-billion-plus, "eroding the money remaining for pensioners and other creditors."

April 21, 2015 Nortel insider Tim Dempsey who worked at Nortel from 1984 to self-published his book as an insider criticizing the Nortel's corporate culture under CEO John Roth.

Early 2015 Court rulings denied U.S. bondholders "large post-bankruptcy interest payments" they had asked for. As a result many sold their Nortel positions at a loss.

May 12, 2014 An "unprecedented cross-border bankruptcy trial" involving two judges and 40 lawyers opened in Toronto with a video link to the United States Bankruptcy Court for the District of Delaware in Wilmington, Delaware to divide the $7.3-billion (U.S.) gained from sales of Nortel's assets—which included $4.5-billion that Nortel received from the sale of its patents—between Nortel's Canadian parent and its U.S. and European subsidiaries. The benefits of Canadian pensioners from Nortel's Canadian parent had been cut by 30 to 40 percent. Nortel's creditors included "tens of thousands of Nortel pensioners" and company’s bondholders among others. The lawyer for Nortel's U.S. subsidiary claimed the American division "accounted for the bulk of Nortel’s profits" and that U.S. creditors were owed at least $5-billion.

2014 By 2014 Nortel Networks Ltd. had paid $1-billion in legal and other fees. in the decade 2004 through 2014 full of "tumbling, scandal and bankruptcy."

2013 There were "200 long-term disability (LTD) employees, 10 active employees, and 109 COBRA participants."

January 30, 2013 BlackBerry Limited, then known as Research In Motion Limited (RIM), (1984–2013) headquartered in Waterloo, Ontario, Canada. During the BlackBerry 10 launch event, the company also announced that it would change its public brand from Research In Motion to BlackBerry. The name change was made to "put the BlackBerry brand at the centre" of the company's diverse brands, and because customers in some markets "already know the company as BlackBerry". While a shareholder vote on an official name change to BlackBerry Limited will be held at its next annual general meeting, its ticker symbols on the TSX and NASDAQ changed to BB and BBRY respectively on February 4, 2013.

January 14, 2013 Terence Corcoran argued that "Nortel’s board of directors, activist shareholders including Ontario’s Teachers’ Pension Plan, and a hired-gun U.S. law firm named Wilmer Cutler Pickering Hale and Dorr set a train of events in motion that contributed to Nortel’s 2009 bankruptcy." Corcoran described how Nortel fell into the "runaway governance movement and post-Enron regulatory overkill" hiring Nortel’s board hired the U.S. law firm, Wilmer Cutler Pickering Hale and Dorr (WilmerHale) or (Wilmer Cutler, to investigate. The Wilmer report accused Nortel’s executives of paying "bonuses to all Nortel employees and significant bonuses to senior management" of questionable "accounting practices...not in compliance with U.S. generally accepted accounting principles." "The Wilmer Cutler report alleged that Mr. Dunn and his financial team recorded and released provisions in a way that contravened U.S. accounting rules, and they subsequently collected bonuses." Corcoran argued that " shareholder activists — including Ontario Teachers — seized a class-action moment and extracted $2.4-billion in a cash settlement, using the Wilmer Cutler claims about Mr. Dunn to support their case." http://www.theglobeandmail.com/report-on-business/nortels-mysterious-case-of-mr-a/article18159674/ >

2013 Justice Frank Marrocco—who had been appointed by then Prime Minister Stephen Harper in 2012 and was the the former prosecutor of the Bre-X scandal —found Nortel executives Frank Dunn, briefly CEO of Nortel in the early 2000s, and former CFO Doug Beatty and former controller Michael Gollogly not guilty even though they gave themselves $12.8 million in bonuses while Nortel struggled financially. At the time Business Columnist David Olive noted that, "John Roth presided over far more damage to Nortel than anything Frank Dunn was accused (and acquitted) of" and that acquittal of three former executives of Nortel Networks Corp. is something of a non-event, though it is a painful reminder of the sorry state of “corporate governance." "But our Criminal Code has nothing to say about the destruction of a record number of jobs and shareholder value. Rank mismanagement, while pervasive, is not a Criminal Code offence." Prosecutor Robert Hubbard's case against the three former Nortel executives was described as weak and "merely suggestive." None of the accused "had steady employment since the RCMP filed charges in 2008." The lead defence attorney was David Porter. According to Olive, the wider context was missing as the trial focused on accounting details.

""There has been no discussion about how similarly large firms handled the same accounting issues. We’re not hearing what role was played by Wilmer Cutler Pickering Hale and Dorr (WilmerHale) — the U.S. law firm that so quickly decided Nortel’s accounting was dirty. Nor are any witnesses scheduled from that firm. Which means this trial is unlikely to probe the basis for WilmerHale’s quick judgment about Nortel’s accounting issues and how it coloured the thinking of Nortel’s board and a subsequent investigation by the RCMP. And, not least, there’s unlikely to be witness testimony about why the U.S. Department of Justice dropped its criminal case against Nortel while the RCMP investigation carried on.""

- David Olive 2012

July 2012 Notice of Debtors' Motion for Entry of an Order Pursuant to 11 U.S.C. § 105, 363 and 1108 Authorizing the Debtors to Terminate the Debtors' Long-Term Disability Plans and the Employment of the LTD Employees

Jan. 16, 2012 "The criminal trial against Dunn, Beatty and Gollogly begins in Toronto."

January 14, 2012 Companies that produced network equipment like Nortel Networks were irrevocably damaged by such over-extension; Nortel declared bankruptcy in early 2009.

July 1, 2011 "Nortel reaches a deal to sell the last of its assets."

2009 "Nortel filed for protection from its creditors in January 2009, leaving shareholders, former employees and pensioners with huge losses in one of the biggest bankruptcy cases in Canadian history." When 2009 Nortel filed for bankruptcy protection in 2009 pension plan for its 36,000 pension plan members in Britain was short $3 billion. Their U.S. lawyer was Brian O’Connor and their Canadian lawyer was....

December 17, 2009 John Roth "who took millions with him when he left the company in 2001 wants Nortel to cover up to $1 billion of his costs if he loses a series of class action lawsuits filed by former employees."

Oct. 29, 2009 "The SEC creates a Fair Fund, totalling $35.5 million, consisting of payments by Nortel, Johnson, Kinney and Taylor. A court approved plan of distribution to investors is finalized on Oct. 5, 2011. It covers purchases of Nortel common shares from Oct. 24, 2000 to Feb. 15, 2001 and/or Apr. 24, 2003 to April 27, 2004."

Sept. 3, 2009 "U.S. court stays SEC’s case against Dunn, Beatty and Gollogly, pictured above left, pending the resolution of Canadian criminal proceedings."

Jan. 14, 2009 "Nortel files for bankruptcy protection."

June 19, 2008 "The RCMP announces criminal charges against Dunn, pictured, Beatty and Gollogly alleging fraud affecting the public market, falsification of books and documents, and false prospectus. Dunn, Beatty and Gollogly deny the charges."

April 30, 2008 "The SEC announces that Johnson, Kinney and Taylor (vice-presidents of finance, respectively, for Nortel’s wireline, wireless and enterprise business units) agreed to settle SEC’s charges against them arising from their alleged involvement in Nortel’s earnings management fraud during 2002 and 2003. Each pays fines of $75,000 and other penalties."

Oct. 15, 2007 "Without admitting or denying SEC’s fraud charges, Nortel settles with the SEC by consenting to pay a $35-million civil penalty which the SEC will place in a Fair Fund to distribute to affected shareholders."

Sept. 12, 2007 "The SEC charges four more former Nortel officers with accounting fraud — Douglas A. Hamilton, Craig A. Johnson, James B. Kinney and Kenneth R.W. Taylor."

May 22, 2007 "OSC approves a settlement with Nortel under which the firm agrees to keep OSC appraised of its progress in fixing accounting and related issues. Nortel agrees to pay $1 million to help cover the cost of the OSC investigation."

March 27, 2007 "The Ontario Securities Commission (OSC) statement of allegations asserting that Dunn, Beatty and Gollogly authorized, permitted or acquiesced in making material misstatements in filings to the OSC is released. Dunn and the others deny the allegations."

March 13, 2007 "In the 5½ years since he left Nortel Networks Corp., former chief executive officer John Roth says he has never received a call from investigators at the Securities and Exchange Commission or the Ontario Securities Commission as they probed the telecom equipment maker's accounting."

March 12, 2007 "The Ontario Securities Commission issues a notice of hearing to consider orders to apply a variety of penalties to Dunn, Beatty and Gollogly."

March 12, 2007 "The SEC files civil fraud charges against Frank A. Dunn, Douglas C. Beatty, Michael J. Gollogly and MaryAnne E. Pahapill for accounting fraud. It alleges Dunn, Beatty and Pahapill altered Nortel’s revenue recognition policies to accelerate revenue as needed to meet forecasts, and from at least July 2002 to June 2003, that the team improperly released reserves to meet earnings targets. Dunn, Beatty, Gollogly and Pahapill deny they manipulated earnings."

March 10, 2007, Co-CEO Jim Balsillie was forced to resign as chairman of BlackBerry Limited, then known as Research In Motion Limited (RIM), as the company announced a $250-million earnings restatement relating to mistakes in how it granted stock options. Furthermore, an internal review found that hundreds of stock-option grants had been backdated, timed to a low share price to make them more lucrative.

October 2006 Beatty files a claim against Nortel for wrongful dismissal, defamation and mental stress."

May 2006 "Gollogly files a claim against Nortel for wrongful dismissal, defamation and mental stress."

April 2006 "Dunn files a claim against Nortel for wrongful dismissal, defamation and mental stress."

Mar. 10, 2006 "Nortel re-states its financial numbers for a third time — after the audit committee’s review determined that the firm’s finance group had improperly accounted for revenues in contracts that contained multiple commitments to customers. Dunn and his colleagues say the accounting was according to GAAP."

Feb. 8, 2006 "Nortel announces the settlement of seven class-action lawsuits in Canada and the U.S. by agreeing to pay shareholders $575 million in cash and 62.9 million shares. (The agreement was finalized Mar. 20, 2007.)"

January 12, 2005 James Blanchard, Yves Fortier, Guylaine Saucier and Sherwood Smit were replaced on Nortel's Board of Directors in a move to restore Nortel's sullied reputation.

January 12, 2005 Nortel revealed that revenues from 2000 onward had been overstated and that past executives had "earned enormous stock option gains....In 2000 alone, Mr. Roth earned a profit of $135-million on his stock options."

January 12, 2005 With the collapse of the Internet Bubble Nortel stock price collapsed. Market capitalization of Nortel Networks declined from $398 billion to less than $5 billion, and more than 60,000 people were laid off by the company. Roth was criticized after it was revealed that he cashed in his own stock options for a personal gain of $135 million in 2000 alone. Unable to sustain the debt load incurred during Roth's tenure, Nortel filed for bankruptcy protection in 2009 and then sought to cease operations, selling off all of its business units. From Wikipedia article on John Roth

January 2005 "Nortel files claim against Frank Dunn, Douglas Beatty and Michael Gollogly, pictured, seeking the return of payments made to them under the company’s 2003 return to profitability bonus plan."

January 11, 2005 "Nortel releases a summary of a report by Wilmer Cutler that concluded that Nortel’s finance group had manipulated accounting to produce desired earnings in 2002 and early 2003. Nortel’s audit committee launches a review of the circumstances leading to the second re-statement. Dunn maintains that the accounting was legitimate."

Jan. 11, 2005 "Nortel releases a summary of a report by Wilmer Cutler that concluded that Nortel’s finance group had manipulated accounting to produce desired earnings in 2002 and early 2003. Nortel’s audit committee launches a review of the circumstances leading to the second re-statement. Dunn maintains that the accounting was legitimate." "Wilmer Cutler raised an issue about the allocation periods and their compliance with US Generally Accepted Accounting Principles (GAAP). According to the Wilmer Cutler, Dunn and team loosely allocated the released provisions over several quarters to suit their earnings targets.

May 2004 "The U.S. Attorney for the Northern District of Texas begins a criminal investigation of Nortel’s accounting. The RCMP starts its probe around the same time. The U.S. action was dropped early in 2008."

Late April 2004 "Nortel’s accounting difficulties trigger separate investigations by the Ontario Securities Commission and the U.S. Securities & Exchange Commission."

April 28, 2004 "Nortel fires CEO Frank Dunn, pictured, Douglas Beatty and Michael Gollogly “for cause.” Board member Bill Owens is appointed CEO."

April 2004 Dunn, Beatty and Gollogly were "fired with cause for allegedly manipulating the company’s accounting to inflate profits."

March 15, 2004 "Nortel appoints Bill Kerr, pictured, as chief financial officer and MaryAnne Pahapill as controller on an interim basis, replacing Douglas Beatty and Michael Gollogly who are placed on paid leave pending the completion of the audit committee’s work."

March 10, 2004 "Nortel reveals that it will likely have to revise the restatement made in October."

Jan. 29, 2004 "Nortel issues fourth-quarter results showing profits. Top executives are awarded restricted stock units worth $27.3 million."

2003 Frank Dunn then-CEO of Nortel, CFO Doug Beatty and controller Michael Gollogly gave themselves $12.8 million in bonuses while Nortel struggled financially. They left Nortel before 2005. "After massive losses in 2001 and 2002, the former Nortel chief executive and his senior finance team were quickly credited with saving the company, weathering the tech-market meltdown and steering the once-mighty Canadian corporate icon back on course."

November 2003 "Nortel’s audit committee hires Washington-based Wilmer, Cutler & Pickering as part of independent review into the circumstances that led to the Oct. 23 restatement." Wilson and Cleghorn, acting on the advice of Nortel's in-house lawyers, wanted to be sure the assessment was legitimate and accurate, held a meeting at the airport with William McLucas, a partner with WilmerHale, one of the best-connected law firms in Washington, D.C.. "But there was something about the first-quarter numbers that Nortel's independent auditors, Deloitte&Touche, didn't like. Deloitte advised Mr. Cleghorn that the board should take a closer look at how the profits were created...Deloitte's concern had to do with how Nortel was accounting for billions of dollars in special charges related to its frenetic downsizing. These were estimates of how much Nortel would pay in future for severance, lawsuit settlements, breaking office leases and other contracts. The company recorded these in the form of special charges that were deducted from revenues. The result was to produce exceptionally large losses in 2001 and 2002."

Oct. 23, 2003 "Preliminary findings of the review show that the company had over-stated liabilities by roughly $900 million U.S. Accordingly, Nortel revises financial statements back to 2000."

July 24, 2003 "Deloitte first informs the audit committee of deficiencies in documentary support for certain accruals on the balance sheet as of June 30. The company initiates a review of assets and liabilities."

May 9, 2003 "Nortel’s external auditor Deloitte tells audit committee “we are not aware of any material modifications that should be made.” Bonuses are paid out." "In May 2003, Nortel's board ordered its executives to conduct a thorough review of the firm's balance sheet, which contained the estimates for future liabilities."

An internal review concluded Nortel would have to revise its financial statements from 2001 to mid-2003. Some US$900-million in liabilities -- about 7% of the firm 's total-- would be shifted. However, these changes did not affect earnings sufficiently to kill the executive bonuses.

April 24, 2003 "Nortel reports a first-quarter profit." "CEO Frank Dunn announced first-quarter net earnings of US1¢ per share. After massive losses in 2001 and 2002, even the small profit was a welcome relief." "The sudden shift triggered millions in "return-to-profitability" bonuses. In 2003, the company's top 43 managers received a total of US$19-million in such payments. More than US$5-million of this would go to just three individuals-- Mr. Dunn, chief financial officer Douglas Beatty and controller Michael Gollogly. But there was something about the first-quarter numbers that Nortel's independent auditors, Deloitte&Touche, didn't like. Deloitte advised Mr. Cleghorn that the board should take a closer look at how the profits were created. Deloitte's concern had to do with how Nortel was accounting for billions of dollars in special charges related to its frenetic downsizing. These were estimates of how much Nortel would pay in future for severance, lawsuit settlements, breaking office leases and other contracts. The company recorded these in the form of special charges that were deducted from revenues. The result was to produce exceptionally large losses in 2001 and 2002."

"Under normal accounting rules, when a company discovers it has overestimated its potential exposure to a lawsuit, it's supposed to go back and adjust its earnings in the quarter in which the mistake was discovered. In this case, the removal of the reserve for legal exposure would cause earnings to rise. If the adjustment is significant, the company must disclose the full influence on earnings in the current and former accounting periods, and, perhaps, issue a restatement of results. In the first quarter of 2003, Nortel improperly reversed at least $274-million in previously recorded special charges, according to a civil complaint in March 2007 by the U.S. Securities and Exchange Commission. (Most of the executives named in the complaint have either denied wrongdoing or agreed to pay a civil fine and other penalties without admitting to the allegations.)"

March 2003 "Deloitte was concerned Nortel could not justify through documentation a significant portion of the US$274-million in special charges. The result was material. Instead of showing a first-quarter loss of US$220-million, Nortel reported a US$54-million profit."

2003 "Red Wilson, a former CEO of Redpath Industries and Bell Canada Enterprises, joined Nortel's board in 1991 and was its chairman."

July 30, 2002 Sarbanes–Oxley Act (SarbOx) or (SOX) is "legislation passed by the U.S. Congress to protect shareholders and the general public from accounting errors and fraudulent practices in the enterprise, as well as improve the accuracy of corporate disclosures. The U.S. Securities and Exchange Commission (SEC) administers the act, which sets deadlines for compliance and publishes rules on requirements." Wikipedia article. As pointed out, the Nortel restatements in October 2003 happened at a time of hypersensitivity to corporate reporting and its integrity. The Sarbanes-Oxley had just been introduced and there were expectations of strict enforcement. It is understandable for directors operating in this environment to be cautious.

December 2002 Thames Valley office market vacancy rates fell to 13% by the end of 2002. By the "end of the second quarter of 2002, the vacancy rate in London was up 20% mainly because of Cisco, NTL, Motorola and Nortel Networks had expanded too quickly.

November 2002 "Nortel board approves a ‘return to profitability’ bonus plan."

August 2002 "CFO Douglas Beatty, pictured, leads a companywide review of accrued liabilities. An analysis shows that $303 million is no longer required and available for release into income."

summer 2002 "Nortel establishes a management ‘disclosure’ committee in response to the passage of the Sarbanes-Oxley bill in the U.S. A group of eight or so executives meets weekly to determine appropriate responses to new governance rules." Nortel's long road to a Toronto courthouse." James Bagnall/The Ottawa Citizen

2001 "Nortel wrote down nearly US$16-billion in 2001 alone."

2001 "Cleghorn became a director in 2001 after a long and distinguished career at Royal Bank of Canada, where he had served as CEO from 1994 until joining Nortel. He was head of the board's audit committee."

2001 John Roth stepped down as CEO of Nortel.

May 2000 John Roth, who was in his fourth year as CEO, announced his retirement. "According to reports, Roth had made it clear even at the time of his appointment as CEO that he will not serve a full term of five years. If this were so, it raises questions about the directors’ stand on the launch of a major strategic initiative under the leadership of a CEO whose departure date was already set."

early 2001 Cisco, NTL, Motorola and Nortel Networks were selling surplus office space in Thames Valley.

March 2001 Nortel COO Chandran went on medical leave. He had been since c. March 2000 was was thought by the media to be the next Nortel CEO replacing Roth.

December 25, 2000 Time Europe, on December 25, 2000, noted that "The change [in Canadian government policies] marked the triumph of ideas forcefully argued by the most successful businessman in modern Canadian history: Nortel Networks CEO John Roth, 58. Mr. Roth warned that 'the country (Canada) risked becoming a second-rank economic power unless it changed its wealth-crimping tax policies and supported high-tech winners (like Nortel)". Roth urged the government of Canada to provide "better tax treatment of stock options", saying, "Policies and business strategies that worked well in the industrial era are a recipe for stagnation and decline in the new economy." From Wikipedia article John Roth

December 13, 2000 According to Forbes magazine John Roth "engineered some 16 acquisitions while putting the pedal to the metal internally to transform Nortel from a simple telecom equipment provider into a global brand name identified with the Internet."

April 2000 "During the heady days of the dot-com bubble in the stock market, Frank Dunn who succeeded Roth had joined Nortel board. He was the other executive on the board with CEO Roth. This could be interpreted as in keeping with Monty’s practice of having the next potential CEO on the board along with the current CEO. But this is contradicted by Roth’s statement in May 2001 while announcing his planned retirement in April 2002 that Nortel will look for a successor and terming a “smooth and orderly succession” a “priority” (Globe and Mail 12 May 2001).'"

2000 Roth cashed in his own Nortel stock options for a personal gain of $135 million in 2000 alone.

2000 Nortel was a "Canadian corporate champion, a seemingly invincible global behemoth worth $260-billion (U.S) with almost 100,000 employees around the world."

2000 John Roth was called "the most successful businessman in modern Canadian history" by Time magazine and named Canada’s CEO of the Year by a Bay Street panel in the fall of 2000. Wikipedia article John Roth.

Fall 2000 John Roth was "named Canada’s CEO of the Year by a Bay Street panel."

Fall 2000 Nortel’s "stock hit its peak at $124 a share."

June 28, 2000 "There was also Clarence Chandran who, according to media reports, was a potential successor to Roth (see e.g. Globe and Mail 28 June 2000). Chandran. A Norteller for over 15 years, Chandran was appointed as the Chief Operating Officer (COO) in June 2000. This was a few months after Dunn’s elevation to the board." Chandran went on medical leave in March 2001, less than a year after his appointment as COO.

2000 "In 2000, the Thames Valley office market enjoyed record take-up levels thanks largely to rapidly expanding technology, media and telecoms (TMT).

January 4, 1999 Network World, referred to Roth as one of the 25 most powerful people in networking, a “man of boldness and vision, one who would rather strike than be stricken.“ Wikipedia article John Roth.

1990s Nortel with John Roth as CEO became the leading engine of Canada's 1990s high-tech boom. Nortel became the most important stock traded on the Toronto Stock Exchange and became one of Canada's leading employers. Roth used his success and high popularity to lobby the government for tax cuts, but he did not support Clive Allen's statement to threaten to move Nortel to the United States if taxes were not lowered. Wikipedia article John Roth.

Earlier this year, he publicly took on the Liberal government of Prime Minister Jean Chrétien, claiming that high personal income tax rates are "testing the allegiance" of Canada's top engineers and researchers, driving a growing number of them to the United States.

October 1997 John Roth became CEO of Northern Telecom, and changed its name to Nortel Networks as part of a radical overhaul. "According to reports, Roth had made it clear even at the time of his appointment as CEO that he will not serve a full term of five years. If this were so, it raises questions about the directors’ stand on the launch of a major strategic initiative under the leadership of a CEO whose departure date was already set. The P.M. Vasudev University of Ottawa Feb 2014 Faculty of Law, Common Law Section 10 issue gets more complicated because of the lack of clarity about Roth’s successor, which is discussed below."

1997 John Roth publicly challenged the policies of the Liberal government of Prime Minister Jean Chrétien. Roth claimed that high personal income tax rates are "testing the allegiance" of Canada's top engineers and researchers, driving a growing number of them to the United States.

1996 "John Roth (1997-2001) was the choice of his predecessor, Jean Monty, who had groomed him for the position. As pointed out, Roth was inducted into the Nortel board in 1996, a year before his appointment as CEO."

1969 John Roth (born in Lethbridge, Alberta in 1942) joined Northern Telecom in 1969 as a design engineer.

See also [Timeline of Nortel]