Rodney Adler

Rodney Stephen Adler (born 19 August 1959) is an Australian whose family founded the FAI Insurances group, of which he became chief executive in 1989, and which was at one stage Australia's third largest general insurer. Adler became a director of HIH Insurance after the acquisition of that company, and resigned in January 2001, two months before HIH collapsed. He was jailed in 2005 for his conduct related to the collapse of HIH, where Adler obtained 2 million from HIH by false or misleading statements and being dishonest as a director.

Early life

Adler is the son of Hungarian Jewish immigrant Larry Adler, who founded the insurance company FAI in 1960. He was educated at Cranbrook School, and later obtained degrees of Bachelor of Commerce from the University of New South Wales and Master of Economics from Macquarie University and is a fellow of the Institute of Chartered Accountants and Adjunct Professor at the University of Technology Sydney.

Business

Adler was appointed Chief Executive by the board of FAI after the death of his father in November 1988, at a time when the company was struggling with a number of loan exposures to troubled companies such as Bond Corp and Ariadne in the wake of the October 1987 stock market crash. FAI had largely stabilised by the time the company became the subject of a takeover bid from HIH in September 1998. HIH had done no due diligence on FAI, but bid nevertheless. Total acquisition cost was A$280 million in cash and HIH shares. HIH subsequently sold assets out of FAI including its life insurance company, the St Moritz Hotel in New York and shares in the telecommunications company One.Tel to raise about A$450 million.

After the FAI acquisition was completed Adler became a director of HIH in January 1999. HIH was already in trouble as a result of underprovisioning for claims over many years, and it accumulated large losses in the Lloyd's of London insurance market and in the US which eventually brought about its collapse in March 2001.

In its final months, as HIH attempted to sell assets to raise much-needed cash, it succeeded in selling the FAI business it had acquired less than two years previously into a joint venture with Germany's Allianz Group. HIH and, subsequently the HIH liquidator, raised A$320 million from the sale of the ongoing FAI business.

In September 2000 around the time of the announcement of the Allianz joint venture, Adler persuaded the HIH chief executive at the time, Ray Williams, to provide $10 million of HIH's money to allow him to invest and ostensibly make money for HIH. One of the investments Adler made, through a trust called Pacific Eagle Equities, was HIH shares at a time when the HIH share price was falling sharply. The investment was a poor one, as the price continued to fall. Adler resigned as a director of HIH in January 2001. He was subsequently charged, tried and jailed for two and a half years over breaches of his director's duties.

Conviction

In 1999, Adler was appointed a Member of the Order of Australia for services to the insurance industry and philanthropy, but gave up the award after his criminal conviction.

Adler was sentenced after pleading guilty on 16 February 2005 to four criminal charges:
*two counts of disseminating information on 19 and 20 June 2000 respectively, knowing it was false in a material particular and which was likely to induce the purchase by other persons of shares in HIH contrary to ;
*one count of obtaining money by false or misleading statements, contrary to ; and
*one count of being intentionally dishonest and failing to discharge his duties as a director of HIH in good faith and in the best interests of that company contrary to .

In sentencing Adler, Justice Dunford said:

The offences are serious and display an appalling lack of commercial morality…Directors are not appointed to advance their own interests but to manage the company for the benefit of its shareholders to whom they owe fiduciary duties…They were not stupid errors of judgement but deliberate lies, criminal and in breach of his fiduciary duties to HIH as a director.

Adler was also disqualified from acting as a director of any company for 20 years; ordered to pay compensation jointly with Adler Corporation Pty Limited and Ray Williams of approximately A$7 million; and ordered to pay a pecuniary