“When you’re named at the head of a business, small or large, you know you’re expendable ad nutum -meaning you could go at any moment by simple decision of the board of directors. You’re paid for that. And well paid. This special compensation, these golden parachutes that make headlines, to me, are unjustifiable for executives. My contract has no such clause. I promise the board never to negotiate one.”
That was Jean-Marie Messier in 2000 in his opus j6m.com , the autobiographical essay on la nouvelle économie that was nouvelle for about 14 minutes. At the time, of course, he was riding high, France’s proud son who took a 150-year-old water-utility company and devoured the Bronfmans’ Seagram Co. and thereby its Universal Studios, giving the French a reason to hope for their own giant media conglomerate.
History, by now, has proven Mr. Messier a poor predictor. And that’s putting it very kindly. The last two acts taken by the French C.E.O. upon leaving Vivendi Universal were to infuriate his co-workers by signing up for an e-mail account at AOL and trying to wrangle, French reports have it, about $20 million from the board that ousted him.
Mr. Messier had grown sufficiently comfortable with American business to demand le parachute doré . He may not have become a New Yorker, but it’s fair to say he learned the language.
The anecdote, however, is another sign that Mr. Messier, short of being a global executive fit for times of synergy, turned out to be a hybrid of two systems, the French and the American, crushed together in an unworkable combination. Although much of the Vivendi fiasco can be chalked up to Mr. Messier himself-his deal binges, overspending, inability to adapt to changing times, formidable ego-his departure also showed the difficulty of French executives to adapt to America, and of French companies in making acquisitions over here.
“When you know how to combine the French and the American, you can get terrific results,” said Michel de Rosen, a former chairman and C.E.O. of the Franco-American pharmaceutical giant Rhône-Poulenc Rorer (now Aventis). “If, however, you mix up the worse elements and combine American energy with French arrogance, you can get real disasters.”
Nevertheless, Mr. de Rosen said French acquisitions in the U.S aren’t always flops: L’Oréal successfully integrated its acquisition, Maybelline. Thomson Multimedia bought RCA from General Electric and became a leader in the field. In fact, the man held responsible for facilitating the Messier ouster, AXA insurance conglomerate founder and chairman Claude Bébéar, successfully bought controlling interests in the Equitable Companies and became a world leader. Twenty-eight percent of direct French investment in foreign countries is spent in America, and the French have hundreds of thousands of U.S. employees.
But Jean-Marie Messier was emblematic of a kind of French entrepreneur that’s not always a good export to the U.S. A graduate of elite schools like Ecole Polytechnique and Ecole Nationale d’Administration (E.N.A.), from which a good portion of the French ruling classes spring every year, his trajectory was almost classic: He worked for the Finance Ministry, made connections in government, then went to Lazard, the country’s most prestigious investment bank, with his Rolodex padded by years of hobnobbing with politicos. Then Mr. Messier was catapulted, at age 39, to the head of a business he couldn’t know that much about.
“That’s the problem,” said E. Nicholas P. Gardiner of Gardiner International, which specializes in international executive searches. “They’re not businesspeople in that sense-they’re administrators, and administration doesn’t work here.”
At first, “administration” worked at the Compagnie Générale des Eaux, Vivendi’s previous incarnation. Mr. Messier cleaned up some disasters and seized upon the company’s media assets to work a transformation.
“It’s frequent in France to have careers in the government that give you a lot of responsibilities very young,” said the former Rhône-Poulenc Rorer chief, Mr. de Rosen. “Then you’re thrown into the business world. In the U.S., you go up the ranks and I think you learn more.”
The added problem, of course, in being a product of that system is that one acquires a growing sense of entitlement. Becoming a member of the country’s political and financial elite means entering a series of ever-smaller concentric circles-and working so hard to get there that rewards are taken for granted.
At Vivendi, a former Polygram employee who’d lived through the merger with Seagram, then with Vivendi, said he and his co-workers had a long list of petty affronts and displays of arrogance that started right at the time of the merger: Paris executives sending company memos via e-mail in French, expecting Americans to somehow figure it out; French envoys arriving at the Park Avenue headquarters and demanding the best office; taking the Concorde on a whim. And, of course, Mr. Messier himself, who had the company plunk down $17.5 million for a Park Avenue duplex before he had actually achieved anything.
“People here were tearing their hair out,” the employee said.
The other problem with being a branded French administrator is, inevitably, that one acquires a taste for les grands projets and high concepts, which sometimes help to create the world’s fastest train, sometimes the world’s biggest train wreck.
“Americans don’t want to do these kinds of great works,” said a French businessman with close ties to the U.S. “They don’t know how to build a train; the last thing they did was the Tennessee Valley Authority or NASA or whatever. But sometimes in France you get disasters.”
This taste for the grandiose, which Mr. de Rosen labeled the French’s Napoleonic desire to “produce an oeuvre ,” found a perfect home in the heart of Mr. Messier. He launched on the New York scene with imperial might, contracting seats for himself on the board of the Whitney Museum of American Art and for his wife on the board of the New York Philharmonic, appearing on CNN, Charlie Rose and in Vanity Fair , preaching the already-stale gospel of synergy. In the end, it was the very American idea of accountability to shareholders and concern over the sliding share price that led to his takedown.
“Business culture in France is perhaps more conservative-not in a political sense, but in the cultural sense of their approach to business-and maybe less focused on compensation and stock options, and more focused on the company being successful and implementing its strategy,” said Alfred J. Ross, a senior partner at Shearman & Sterling, a New York law firm, who’s worked on deals with French giants France Telecom, Dassault Systèmes and Elf Group.
The paradox with Mr. Messier, of course, is that he was supposed to embody a less conservative form of French capitalism with his youth, his hanging out with Bono at the Davos summit of 2001, his embrace of New York. After all, imagine how this sound bite went over there: “I love my city of Paris, but New York City has been my favorite town for many, many years.” And there was his notorious pronouncement that the French cultural exception was dead. Some say he exhibited the characteristic traits of the French technocrat who’s placed at the head of a company and, in the words of one prominent French banker, “blew a fuse.”
“Messier is interesting because he looked as if he was a citizen of the world,” said Mr. Gardiner. “But my question is: Was he? The answer may end up being, he probably wasn’t. He was a product of his own very specific background and education.”
And in France, Mr. Messier’s trial is being played out in the press clothed in American colors: “The Fall of Citizen Messier,” read a section devoted to Messier on Le Monde ‘s Web site. “Rather than stick to building a global entity in the service sector and a leader in European media, Jean-Marie Messier left to conquer the Frontier,” said Le Figaro , the French conservative daily. In America, however, the rumblings are that the board of Vivendi was too French and too traditional, incestuous as only French boards can be, staffed as they traditionally are with alumni of the same schools and public-service sectors.
How the board of Vivendi will be perceived overseas is a cause of concern for French executives. “Vivendi had a younger manager, but, paradoxically, the board was a surviving oddity in an environment that has evolved,” said one young Frenchman who has worked on a number of Franco-American deals. “It was a lot more incestuous than one would have expected, and there are many people who, like me, feel that this was a young manager who kept the worse traits of the French system.”