When they come to write the book on Coles, Friday’s astonishing developments will make a cracking final chapter, a fitting conclusion to 22 years of blunders and scandals since Coles and Myer were foolishly allowed to merge by the Hawke Government.

We’re now facing the largest foreign takeover of an Australian icon in history – all because the board would have faced a share rout, shareholder litigation, the sack and an ASIC probe if the white flag hadn’t been raised.

Coles clearly doesn’t yet have Crosby Textor as a client because long-time BRW critic turned lobbyist Adele Ferguson has nailed the retailer’s board in her column in The Australian today, suggesting that ASIC is investigating whether last September’s profit forecast was a flagrant breach of directors’ duties.

And ASIC might just be the tip of the iceberg: how about a stock holder class action? A letter from Slater & Gordon arrived this morning urging Telstra shareholders to sign on to its class action and there’s little doubt Coles will probably cop one as well if they don’t flog the business for more than $15.25 a share.

That’s because they announced a profit forecast for 2008 on 21 September last year which has been downgraded by $106 million just four months later.

The situation is very similar to the shambles at Pacifica – another company run by the failed Melbourne establishment set – which rejected a $2.40-a-share bid from German car parts giant Bosch last July and then produced a profit downgrade that saw Bosch come back and secure the company for $2.20 a share.

Coles CEO John Fletcher is clearly a complete goose, a goose who’s been allowed to run unchecked by a board led by Adelaide-based Rick Allert. Fletcher is a former army man famed for his obsessive secrecy at Brambles. Apart from buying Shell’s petrol stations, he’s been completely outclassed by Woolworths, which is today capitalised at a staggering $31.5 billion. Coles has no apparent succession plan in place and Fletcher clearly erred in listening to all that advice coming out of McKinseys.

Allert himself has been given too many chances. Southcorp’s calamitous $1.5 billion takeover of Rosemount in 2000 should have finished him, but he’s still chairman of Coles and Axa Asia Pacific.

Sure, rebuffing the French mop-up bid for Axa in 2005 was a great move, but he was part of the National Mutual family which sold out to the French for a song in 1995. Now he’s flogging another icon brand offshore in difficult circumstances.

It is a complete joke that Fletcher and Allert have botched Coles but remain in place to oversee a sales process that will deliver them huge rewards for failure. Allert has a tidy $1.14 million in retirement benefits awaiting him and has pocketed almost $1.2 million over the last two years. His 25,569 shares will fetch almost $400,000 at $15.25 a share.

Fletcher was given 2.5 million options at $6.33 when he joined in 2001 and then got another 1.5 million for no apparent reason in 2003, which was followed by more than 1 million in performance rights.

He stands to walk away with more than $50 million for his rather lacklustre efforts, all because even being the clearly inferior member of a grocery duopoly can be hugely lucrative in private equity-fuelled share market bubble.

Peter Fray

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