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Indecent Proposal
Add this to the already bloated annals of fat-cat pay: a U.S. arbitration panel last week upheld a $23.6 million severance payout for Jean-Marie Messier, the ousted CEO of Vivendi Universal. Jean-René Fourtou, Messier's successor, described the payout as "indecent" and promised to contest the decision. He has little room for maneuver: the payout was written into a U.S. contract agreed to last July by two Vivendi directors, Marc Viénot and Edgar Bronfman Jr., to persuade Messier to depart quickly and quietly. The full board rejected the contract days later, after Messier had quit.

The arbitration ruling highlights a fundamental difference between U.S. and European corporate practice: in France and some other European nations, a company board is required to act collectively, but in the

INDICATORS It's Your Own Fault The hopes of revenge-seeking tech investors were dashed when U.S. courts threw out two class actions against Merrill Lynch, dismissing claims that the investment bank's misleading research caused them to lose money. Know What You Eat Ending the E.U.'s five-year moratorium on the sale of new genetically modified products, the European Parliament approved legislation requiring the strict regulation and labeling of GM foods and animal feeds. Fixed-Line Hangups Spanish phone giant Telefónica announced plans to cut up to 15,000 jobs from its fixed-line business by 2007.

U.S. key directors can make binding decisions. The affair is particularly embarrassing for Viénot, a distinguished banker who authored two reports on French corporate governance in the 1990s.

He quit the board last fall and isn't commenting. As Vivendi is finding to its cost, even the best French expert can get things wrong.

Hmm ... This may be a bit too fair
Britain announced plans to ban age discrimination in the workplace by October 2006. In line with an E.U. directive, it will outlaw mandatory retirement ages, end ageist job advertising, and allow Britons the choice of working until they are 70.

The government claims the ban will effectively boost the number of skilled workers. But trade unions suspect a different motive. "People don't want to work longer," says Derek Simpson, general secretary of the Amicus union, "but the deepening pensions crisis means they don't have any choice." Under the new rules, dismissal on age grounds will only be permissible if the employer can show just cause. Employers' groups will be keeping a close watch. "We do not want to see a rash of tribunal cases from employees who think they've been removed early and unjustifiably," says David Frost, director general of the British Chambers of Commerce. More work for lawyers, then.

Second Chances
A year after scrapping its last attempt at a stock market flotation after a slide in share prices, British telephone-directories group Yell announced plans for a $3.3 billion public offering, the largest in London in two years.

Insurance For Cheats
A Finnish group is offering to pay the fines of Helsinki public-transport users caught riding without a ticket. For €15 a month, pummit.org will pick up a one-off €50 fine for jumping the turnstile.

The Bottom Line
	It was the perfect storm. Everything that could have gone wrong, did.
		DOMENICO DE SOLE, president and CEO of luxury-goods group Gucci, after the worst three months in the firm's history saw first-quarter profits slide by 97%