Private placements and conflicts of interest: do consenting adults need more protection? – COLUMN
By Helen Parry, Thomson Reuters Accelus regulatory intelligence expert. The views expressed are her own.
LONDON, May 16 (Thomson Reuters Accelus) -
“The first private placement memorandum disclosed the possibility that new investors may help pay distributions to old investors but this was not a risk; it was a certainty.” (US Securities and Exchange Commission v Bravata 2011 WL 339458.)
“This disclosure indicates that GSI may invest in securities that are ‘adverse to’ the Hudson investments … Goldman had already determined to keep 100 per cent of the short side of the Hudson CDO.” U.S. Senate Investigations Subcommittee Levin-Coburn Report on the Financial Crisis.
The fact that investors in the Billionaire Boys Club property investment Ponzi scheme, the subject of the Bravata case quoted above, blithely handed over their hard-earned cash, despite the fact that the private placement memorandum disclosed that it may be just that, is a striking example of the dangers that may befall unwary investors who fail to check the small print.
Nevertheless, although disclosing the fact that one might be operating a Ponzi scheme or a conflicted interest may not suffice to protect one from potential liability for misrepresentation or fraud if one has already determined to engage in such a course of action, disclosing such matters when one is yet to make such a determination and the statement is, therefore, true, may do the trick, at least in the case of the collateralized debt obligation (CDO). (more…)
SEC’s boardroom bombshell: directors can be costly
NEW YORK, March 4 (Westlaw Business) Being an insider with a fiduciary duty sure is risky, as heavyweight Rajat Gupta is now finding out amidst serious SEC charges. So is having board members, as Goldman Sachs and Procter and Gamble are now worrying. Of great concern to each are the reputational risks and attendant costs that this might impose on them. The potential risks could relate to a broad range of issues, ranging from inside information, to disclosure of SEC investigation and board member protection. Though this likelihood may seem remote, recent experiences from Bank of America to Goldman Sachs itself show them to be painfully possible.
With a plot literally ripped from the headlines and a narrative crackling like a Law & Order script, the Commission has charged Gupta in the spreading Galleon insider trading scandal. The case links Berkshire Hathaway, Goldman Sachs and Procter and Gamble (P&G) to what is shaping up to be one of the biggest non-Madoff financial crime stories of the young century. (more…)
ANALYSIS-New U.S. funds regulator at SEC must shed Goldman skin
By Ross Kerber and Sarah N. Lynch
BOSTON/WASHINGTON, Jan 19 (Reuters) – For U.S. Securities and Exchange Commission Chairman Mary Schapiro, the choice of a Goldman Sachs Group insider as her new top funds regulator could be a double-edged sword.
Eileen Rominger will have to prove she can be a neutral regulator of the industry from which she came. She spent the past 11 years at Goldman Sachs, most recently as chief investment officer of Goldman’s asset management unit before announcing her retirement in September. (more…)
ANALYSIS-Goldman foe gets some revenge in reform bill
By Matthew Goldstein
NEW YORK, June 28 (Reuters) – One of the sleeper provisions in the 2,000-page financial regulatory reform bill may be one that is no more than six paragraphs long.
The brief section of the massive bill is aimed at stamping out some of the conflicts of interest that arise from Wall Street’s packaging and marketing of asset-backed securities — investment products backed by a pool of mortgages, loans or bonds.
The measure could give U.S. securities regulators the authority to ban a narrow class of so-called securitized products that enable Wall Street banks to take the opposite side of trade from a client, lawyers and other structured finance experts said.
“It may eliminate a certain class of deals,” said Jerry Marlatt, an attorney in New York with Morrison & Foerster.
Some on Capitol Hill have dubbed the provision the Goldman Sachs amendment because its legislative proponents introduced the measure after the U.S. Securities and Exchange Commission sued Goldman Sachs Group Inc <GS.N> over its sale of subprime mortgage-linked security called Abacus 2007.
The provision’s language was drafted by Sen. Carl Levin, who raked Goldman top executives over the coals for the bank’s role in putting together the Abacus deal and other similar collateralized debt obligations.
ANALYSIS-Wall Street still in the hedge fund game
By Svea Herbst-Bayliss and Matthew Goldstein
BOSTON/NEW YORK, June 25 (Reuters) – It appears Wall Street investment banks can stay in the highly-profitable hedge fund business after all.
An overhaul of financial regulations hammered-out by U.S. lawmakers after weeks of negotiation would permit Wall Street banks to continue to manage and sponsor hedge funds along with private equity funds, according to lawyers and Wall Street officials familiar with the massive bill.
For months Wall Street bankers and hedge fund managers have worried that the legislation, which could be signed into law by President Obama within two weeks, would prohibit investment banks from running hedge funds and possibly force them to sell these often very profitable businesses.
But the version of the bill agreed to by lawmakers on Friday morning would not force the draconian changes sought by some critics of the financial industry, said sources familiar with the bill.
Still, Wall Street is not quite ready to celebrate.
That’s because a final language of the financial regulatory reform bill in not yet public and must still be voted on by Senate and the House of Representatives before going to Obama.
from DealZone:
The afternoon deal: Regulation overdrive
A joint Senate-House of Representatives conference committee convened at 2:15 p.m. EDT to begin merging competing bills from each chamber into what will be the biggest overhaul of the financial rules since the 1930s. Columnist John Kemp explains the simple conference process and the not so simple reality of merging the House of Representatives and Senate versions of the financial reform bill. The "base text" for the regulatory bill is here.
Not to be overshadowed by the financial regulation bill, the Commodity Futures Trading Commission said it plans to boost scrutiny of high-frequency trading, which now accounts for as much as half of all U.S. futures volume, and was fingered for its role in the May 6 stock market "flash crash." Get the details of the co-location proposal here.
The SEC approved new so-called circuit breakers. The rules will require the exchanges to pause trading in certain stocks across U.S. equities markets if the price moves 10 percent or more in a five-minute period.
Also on the regulatory front is news of the SEC hunting for fresh dirt on Goldman Sachs, hoping to bolster their lawsuit against the bank and perhaps force it to settle on terms more to the regulators' liking. Read the FT article here.
Following is a collection of regulatory factboxes:
ANALYSIS-Goldman silence on probe a model others will avoid?
By Matthew Goldstein and Steve Eder
NEW YORK, June 4 (Reuters) – The decision of Goldman Sachs Group Inc not to tell shareholders that U.S. regulators might sue the bank over a subprime mortgage-linked security could cause other companies to rethink the way they handle regulatory investigations.
The investment banking powerhouse has said its lawyers found no reason to disclose a Wells notice from the Securities and Exchange Commission because the transaction at issue was relatively small and the case had little legal weight.
But another calculus may have been at work, too: the potential negative impact that disclosing the Wells notice would have had on the firm’s share price last fall.
A report last summer by Cornerstone Research, a securities litigation consulting shop, found that shares of companies that reported getting a Wells notice from the SEC incurred a “statistically significant market-adjusted” price decline.
A Wells notice is a letter indicating the likelihood of regulatory action and giving the people or company targeted a chance to respond.
The Cornerstone report, prepared at the request of the American Bar Association, found that on average, shares of companies dropped 2.6 percent after they reported the receipt of a Wells notice.
Oh goody, just can’t wait for this one. I am supposed to believe that the same people who pushed and protected the bankrupt Fannie and Freddie are going to provide the rules for a safe and stable financial system? I am supposed to believe that the same administation that promised under 8% unemployment if their stimulus bill was passed has the understanding to remake the entire financial system? Yeah, this administration with its proposals inspires as much confidence as Tiger Woods’ wedding vows. This preety much sums it up:
http://www.youtube.com/watch?v=nvabFm-cE 9c
Goldman Getting Ahead of Bad News?
Goldman Sachs’s disclosure pendulum appears to have now sharply swung in the other direction, Matthew Merrin of Thomson Reuters Westlaw Business Currents writes. (more…)
Goldman Sachs’ soul search – sincere or strategy?
By Steve Eder and Rachelle Younglai NEW YORK/WASHINGTON, April 28 (Reuters) – Contrary to popular belief, Goldman Sachs Group Inc <GS.N> has a soul – and it is even spending time searching it. In the closing hours of Goldman’s marathon showdown with a Senate panel in Washington on Tuesday, Chief Executive Lloyd Blankfein shared that the Wall Street giant is in the midst of an internal cleansing in which a top executive is leading a business practices committee and “going over everything.” (more…)
What are the odds on a three-legged horse?
Senators quizzing Goldman Sachs executives yesterday seemed at least as concerned about the wider ethical issues of investment banking as they did about the actual charges that the SEC has laid against Goldman, writes John Manley. (more…)
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