I don't think OPCO management (old CCA management)ran anything into the ground. They bear responsibility for Youngstown, but that's almost ancient history. It appears that empty spec prisons are showing up in OPCO's numbers, not PZN's. While not an insider, I attribute all blame for that to Doc, who heads BOTH PZN and OPCO, and who is famous for saying "California needs me (he didn't say "PZN" or "CCA", he said ME), more than I need California.
And I blame Doc for even having to blame anyone. OPCO is still mysterious, and the numbers make no sense, and there is no public explanation of what's going on ther. Until Q4 1999 they had 11+% margins (after tax)!!! This whole REIT nonsense basically put the financial geniuses way out in front of any operations people; the financial guys (Doc, Jr, Devlin) are about all that's in PZN (oh, and the RE folks, IR folks and legal folks), and that's all the public gets to deal with.
I don't disagree with your premise that OPCO shareholders shouldn't be rewarded. Baron and Sodexho should suffer financial loss at least to the extent they would have if they had bought PZN stock with their OPCO money. Doc can make up the difference out of his own pocket if he wants to.
The employee shareholders, to me, are innocent bystanders. The company ought to reimburse them for their tax cost, and cancel the stock. After a PZN/OPCO merger, they can get new options for incentive. Sorry for ranting.