“Gundlach was found today to have breached his fiduciary duty to TCW and misappropriated its trade secrets.The Los Angeles jury awarded the company no damages on the breach claim…The jury found that Gundlach and DoubleLine didn’t act willfully and maliciously in misappropriating trade secrets.” [BW, earlier]
Jury Rules Jeffrey Gundlach Used Trade Secrets Snuck Out Of TCW In Secretary’s Bra, Though Not In A ‘Malicious’ WayBy Bess Levin
A microchip maker is suing Credit Suisse, alleging the Swiss bank put $450 million into auction rate securities without authorization and made threats of retaliation when the company demanded its money and threatened to sue.
“Rather than siding with customers who had been victimized, Credit Suisse Group aligned itself with its wholly owned subsidiary Credit Suisse Securities and its corrupt brokers and directors,” STMicro says in the complaint filed in federal court in Brooklyn.
Credit Suisse is fighting back, calling the lawsuit “meritless,” according to Bloomberg.
Credit Suisse Sued Over Auction-Rate Securities [Bloomberg]
We might not have the boys of the Plotkin plot to kick around anymore, but we still have Edward Anderton, the University of Pennsylvania economics graduate who got into trouble when he and his buxom girlfriend Jocelyn Kirsch went on an identity-theft crime spree. The other day, Anderton pleaded guilty to six counts of conspiracy, aggravated identity theft, access-device fraud, bank fraud and money laundering.
Anderton was as a financial analyst earning somewhere around $65,000 at the real-estate equity firm Lubert-Adler. So, you see, he’s really just another subprime victim. His girl, who seems to have been the one who came up with the couple’s scams, begins house arrest today while she awaits trial. Presumably, Anderton’s guilty plea is part of a bargain in which he’ll testify against Kirsch.
Kirsch ordered under house arrest, must stay in Philadelphia [Philadelphia Inquirer]
The power of federal prosecutors is on gruesome display in the latest issue of Fortune, which chronicles the story of former Citigroup commodities trader Craig Gile who found himself jailed for allegedly cooking the books at his trading desk. The strongest evidence against him is that he seems to have corrected some reports that overstated the value of his desk’s assets, which prosecutors construed as evidence of knowledge that his desk was engaged in chicanery. First Citigroup flipped on him and then his immediate supervisor. With the odds stacked against him, Gile (whose name is unfortunately pronounced like “guile”) pleaded guilty and was sentenced to a year in federal prison.
The prosecutors seem to have been motivated more by the urge to set an example for others than by the gravity of Gile’s alleged wrong-doing. Here’s how Fortune describes the situation:
[W]hen it comes to Wall Street, in the absence of clear rules and a lack of close regulatory supervision, the thinking among prosecutors and judges seems to be that the aggressive pursuit of a select few will be a deterrent to thousands of other traders who might be similarly tempted. Jonathan Streeter, the assistant U.S. attorney who handled the case, said he couldn’t comment. However, an attorney who formerly worked in the Southern District says there are very stringent rules in the office about how far a prosecutor can bend to show leniency to a defendant. “Once that train gets on that track,” says Chauvin, “it is almost impossible to derail.”
Trader, father, veteran, convict [Fortune]
Lawyers in the two dozen or so proposed class action suits filed in connection with the failure of the auction rate securities markets may be “unable to prove their clients lost money or collect fees for themselves,” writes Bloomberg’s Thom Weidlich. We’re not so sure the defendant broker-dealers and issuers in these cases should be so confident.
Find out why after the jump.
The key to Yahoo! chief Jerry Yang’s apparently successful attempt to avoid being Microserfed was the threat to enter into a partnership with Google. Under the proposal, Yahoo! would outsource to Google important paid search terms, a move that struck many as all but admitting that Yahoo was incompetent at monetizing search terms and that seems to have driven away Microsoft’s Steve Ballmer.
It was a cagey move but is it legal? Can the management of a public company targeted for opposition adopt a perhaps suicidal business plan to drive away suitor? Maybe not. Although Delaware courts—which, for quirky federalist reasons, get to decide these things—give companies broad leeway to undertake defensive measures, there are supposed to be limits to this sort of thing. Stephen Bainbridge, one of our favorite law professors, explains that Yang’s takeover defense might be acceptable to Delaware courts if he could prove it was part of Yahoo’s long-term business plan. But that seems implausible—everyone knows they came up with this as an ad-hoc defense.
If Microsoft really wanted to get hostile, they might have actually been able to get a Delaware court to stop Yahoo from running into the arms of Google.
Using a strategic partnership as a poison pill [Bainbridge]
More auction rate securities lawsuits are hitting the courts. A lawsuit was filed today in federal court in Manhattan alleging that Morgan Stanley “deceptively marketed” auction-rate securities as cash alternatives, Market Watch is reporting.
“Instead of disclosing the true nature of ARS and the substantial liquidity risks associated with them, Morgan Stanley continued to push as many ARS as possible onto its customers in order to unload the inventory off its already troubled balance sheet,” the lawsuit said.
The complaint seeks to compel Morgan Stanley to refund investor money by having it rescind millions of dollars of ARS transactions. It also seeks compensatory and punitive damages. The lawsuit is being brought as a class-action suit on behalf of thousands of investors who acquired auction-rate securities from Morgan Stanley between March 25, 2003, and Feb. 13, 2008,.
Similar suits have been filed against Deutsche Bank and UBS. Merrill Lynch has also been threatened with lawsuits by investors, although none have been filed. Goldman Sachs has been rumored to have been quietly bailing out some customers, including high ranking Goldman executives, whose assets were frozen when the auction failes.
Morgan Stanley sued over auction-rate securities marketing [Market Watch]
One thing that was clear to everyone involved in the deal for JP Morgan Chase to take over Bear Stearns was that there would be lots of litigation. The unusual features of the deal—including JP Morgan’s option to buy the Bear Stearns headquarters even if the deal doesn’t close, the non-solicitation clause, and the option for JP Morgan to purchase 20% of Bear’s shares—amount to an extraordinarily firm lock-up, and the JP Morgan deal team wasn’t shy about mentioning their deal protection on Sunday night’s conference call.
It took less than a day for the first shareholder lawsuit over the collapse of Bear Stearns to be filed in federal court in New York. Coughlin Stoia Geller Rudman Robbins, a San Diego-based law firm, filed a suit yesterday alleging that Bear Stearns and its leaders made false statements about the firm’s financial condition and failed to disclose information investors needed to know to evaluate the company’s value, the New York Sun reports. The suit seeks certification for a class action on behalf of investors who bought Bear Stearns common stock between December 14, 2006, and March 14, 2008. James Cayne, Alan Schwartz, Warren Spector, Samuel Molinaro, and the chairman of the executive committee, Alan Greenberg are all named as defendants.
As Ted Frank points out on the Point of Law blog, one irony of the shareholder lawsuits is that the expectation of them wound up reducing the payout to Bear Stearns shareholders. “One of the reasons shareholders are getting so little is because of the billions of dollars of litigation reserves JP Morgan has built into the valuation,” he writes. The lawsuits are expected to generate hundreds of millions in litigation costs, and—very possibly—the litigation costs could actually exceed the purchase price JP Morgan plans to pay for the company.
Bear Stearns thoughts [Point of Law]
Amid Bear Stearns Rubble, Lawyers Swoop In [New York Sun]
Angry Bear Stearns shareholders and class-action lawyers eager to represent them in the inevitable lawsuits of Bear’s sale to JP Morgan Chase are already sounding off against the deal. As soon as the deal was announced, a Bear Stearns investor asked JP Morgan executives “Why is this better for shareholders of Bear Stearns than a Chapter 11 filing?”
In the eyes of many on Wall Street, the answer is obvious. In the first place, they see Bear’s investors as risk-takers who deserve to bear the brunt of the collapse of the company. The enormous trading volume on Friday suggests that many of the investors of those currently holding shares of Bear Stearns bought the stock after news of trouble spread last week.
What’s more, the deal is seen as an important effort to stop a ripple effect from bringing down other financial institutions. It extends the guarantee of JP Morgan over Bear Stearns’s trading positions, giving Bear clients and counterparties the reassurance of a backstop in JP Morgan’s balance sheet. The Fed was desperate to avoid a bankruptcy, according to many reports, and actively encouraged Bear Stearns to accept this deal. In a statement, Bear Stearns Chief Executive Alan Schwartz said the deal “represents the best outcome for all of our constituencies based upon the current circumstances.”
That’s a strange way of looking at a deal for a Delaware company, Gordon Smith points out. After the jump, find out why.
There are gray storm clouds hanging over Wall Street this February but Merrill Lynch’s Greg Fleming appears to be weathering the storm. The Securities and Exchange Commission has initiated a formal investigation into whether the brokerage knew more than it revealed to shareholders about the value of its subprime investments prior to announcing the giant write-downs with its third-quarter results. Federal prosecutors have opened a preliminary investigation, leading to speculation that criminal charges could possibly brought against some Merrill executives. But sources at Merrill Lynch say Fleming, who continues in his role as president of the bank after the losses forced the departures of a co-president and the chief executive, was not involved in the businesses reportedly being scrutinized and they do not expect him to be a subject of the investigation.
Will Fleming’s Grasp On High Office At Merrill Lynch Be Undone By Justice’s Criminal Investigation?
By Joe Weisenthal
Legal Experts Doubtful, But The Rumors Persist
Wall Street abounds with speculation that Greg Fleming, who has managed to hold on to his position as sole president of Merrill Lynch through a whirlwind of management changes, might finally be facing a challenge that could shake him out of his elevated position.
Fleming’s presidency has endured the worst losses in the history of Merrill, internal criticism, and alleged pressure from newly minted chief executive John Thain. Although the Justice Department’s investigation is in its earliest stage, rumors are already spreading, both within and outside of Merrill, that the threat of a criminal investigation might bring Fleming down.