Independent Fiduciary Consultant, Economics and Financial Ethics

One who intends to leave others better off for his having existed.

11/26/14

From the "AFFIDAVIT OF DONA DAVIS YOUNG" on Wells Fargo's Wachovia merger litigation

"Wachovia's management kept the Board well and promptly informed of the events, efforts and developments that occurred both before and after September 16th, and obtained.guidance and direction from the Board as appropriate on a timely basis.

...Employees with Wachovia's Treasury and Balance Sheet Management group met with the Board on Friday, September 26th and informed the Board that Wachovia would have questionable and unpredictable financing needs during the week of Monday, September 29th' and that at some point during the week, Wachovia would likely have to access the Federal Reserve's discount window for liquidity.

They informed us that Wachovia's liquidity position (cash available to meet current obligations) had declined alarmingly and that the Lehman bankruptcy, Washington Mutual's failure, and other events that began to adversely impact Wachovia in mid September had made it impossible for Wachovia to access its normal sources of liquidity.

On October 3, before approving the merger with Wells Fargo, the Board discussed the urgent need for Wachovia to be able to obtain funding to sustain its operations pending a closing of the merger. We were informed and understood that, absent the ability to obtain significant immediate funding from Wells Fargo and substantial assurance to the financial markets and the Federal Reserve that the merger with Wells Fargo was likely to be closed, it was extremely unlikely that Wachovia would be able to avoid receivership pending consummation of a merger with Wells Fargo. The company's advisors and Mr. Steel told the Board that unless a definitive merger agreement was signed with Wells Fargo or a transaction was finalized with Citigroup by the end of the day Friday, October 3, they believed the FDIC was prepared to place Wachovia's banking subsidiaries into receivership.

...it was equally important that the financial markets and the Federal Reserve have the same assurance so that Wachovia could obtain funding from these sources as well. Absent the ability to obtain such funding, Wachovia faced receivership, which would have destroyed the value of Wachovia as a business franchise and left the shareholders with worthless stock. Shortly after the merger agreement was signed and the merger was announced, Wachovia was able to obtain the financing it needed from Wells Fargo and from other sources of funding.

...Wachovia's Board had thoroughly explored all options available for raising capital

...Wachovia's financial advisors (Goldman Sachs and Perella Weinberg) informed Wachovia that the type of analysis customarily performed was not meaningful for Wachovia because of the  extraordinary circumstances faced by Wachovia and its severe liquidity crisis...

...These advisors indicated that the Wells Fargo merger proposal was fair to the Wachovia shareholders.

...Except for Mr. Steel, Wachovia's Board is comprised of outside directors"

This 17th day of November, 2008.

 s/ Robert W. Fuller
Robert W. Fuller
N.C. State Bar No. 10887

ROBINSON, BRADSHAW & HINSON, P.A.
101 North Tryon Street, Suite 1900
Charlotte, North Carolina 28246
Attorneys for Wachovia Defendants

http://www.ncbusinesslitigationreport.com/uploads/file/Young%20Affidavit.pdf

On Robinson Bradshaw's Robert Fuller November 17, 2008 defense of the Wells Fargo Wachovia merger

According to Robert Fuller's November 17, 2008 BRIEF OF DEFENDANT WACHOVIA CORPORATION AND OF INDIVIDUAL DEFENDANTS OPPOSING PRELIMINARY INJUNCTION, Robert Steel was the sole inside director of Wachovia Corporation, in which Mr. Fuller states;

"In the three-week period prior to October 3, Wachovia experienced an acuted liquidity crisis that, ...placed Wachovia on the brink of recievership." without disclosing Wachovia's Discount Window or TAF loans and available credit lines.

And "Without the Wells merger, Wachovia either had to pursue a sale of assets ... or go into FDIC receivership and suffer a complete and certain loss of its shareholders' equity." without disclosing Wachovia's Discount Window or TAF loans and available credit lines.

And "financial market participants, depositors, and other counterparties had begun refusing to deal with Wachovia" because Wachovia's Robert Steel, didn't disclose the firm's TAF loans and available credit lines.

And "The merger agreement had the desired effect of providing assurance to third parties that allowed Wachovia to obtain access to capital and recover stability" only because Wachovia's Robert Steel, the sole inside director of Wachovia Corporation, chose to not disclose the firm's TAF loans and available access to capital via Fed credit lines.

And "Despite diligent, persistent, and continuous efforts after the board meeting on September 16 to raise capital, sell assets ... Wachovia had been unable to reach any difinitive agreement with a third party that would allow Wachovia to resolve its liquidity issues and avoid FDIC receivership" after only borrowing $2.5 billion on September 11, 2008 from the TAF, with Unencumbered Collateral held with the Fed totaling $56.838 billion, representing a credit line worth tens of billions Robert Steel knew about.

And "as of the night of October 2-3, it was likely that Wachovia would not be able to fund normal banking activities going forward" after borrowing $5 billion for the TAF with $56.848 billion of Unencumbered Collateral held with the Fed on September 25, 2008.

http://www.ncbusinesslitigationreport.com/uploads/file/Wachovia%20PI%20Brief.pdf

From the Wells Fargo Wachovia Merger Agreement

"Liquidity continued to decline and by the end of September 26, Wachovia’s management was concerned that, without accessing the Federal Reserve’s discount borrowing window, Wachovia’s banking subsidiaries would not be able to fund normal banking activities on Monday, September 29. Wachovia had been regularly reviewing its liquidity situation with the Federal Reserve and the OCC, who on that day remained on site.

Wachovia held a telephonic board of directors meeting on Friday, September 26 during which management advised the board of directors of the status of Wachovia’s liquidity situation, the status of the various strategic alternatives, including that the capital raising alternative was no longer a viable option, and the status of discussions with regulatory authorities about Wachovia’s financial condition.

...On Saturday, September 27, and in an early morning meeting on September 28, Mr. Kovacevich, the Chairman of Wells Fargo, told Mr. Steel that Wells Fargo was considering an offer to purchase all of Wachovia in a stock-for-stock transaction, pending completion of due diligence activities. Mr. Kovacevich commented that Wells Fargo was working on a transaction that would not require government assistance and that he believed Wells Fargo could meet the Monday morning timetable.

...Wachovia held a telephonic meeting of its board of directors at approximately 9:00 p.m. on September 28 to advise the board of the current situation and the FDIC’s position. Legal counsel discussed with the board matters regarding its fiduciary duties relative to shareholders and, in the existing context, creditors.

The merger agreement also provides that for a period of six years after the merger is completed, Wells Fargo will provide director’s and officer’s liability insurance for the present and former officers and directors of Wachovia with respect to claims arising from facts or events occurring before the merger is completed. This director’s and officer’s liability insurance will contain at least the same coverage and amounts, and terms and conditions no less advantageous, as Wachovia’s existing coverage.

...Wachovia held a telephonic board of directors meeting at 6:30 a.m. on Monday, September 29 to advise the board of the events that had developed during the night. Legal counsel to Wachovia described the terms of the non-binding agreement-in-principle. Management informed the board that it was faced with two options: (1) execute the agreement-in-principle with Citigroup and the FDIC or (2) have the FDIC place Wachovia’s banking subsidiaries into receivership, which likely would require Wachovia Corporation to file a bankruptcy petition soon thereafter.

...On Thursday, October 2, Wells Fargo had discussions internally and with its legal counsel, Wachtell, Lipton, Rosen & Katz, and its financial advisor, JPMorgan Securities, regarding Wachovia and the announcement about Wachovia and Citigroup. ...Wells Fargo executives reviewed information regarding Wachovia and analyzed the financial implications of a potential transaction.

...In the evening of October 2, the Wells Fargo board of directors met, together with management and Wells Fargo’s legal and financial advisors, to consider the proposed transaction with Wachovia. Following extensive discussion the Wells Fargo board unanimously approved the proposed merger with Wachovia and directed management to execute a merger agreement and deliver it to representatives of Wachovia.

...At Mr. Steel’s request, Chairman Bair next telephoned Jane Sherburne, Wachovia’s General Counsel, and provided additional details of the proposed Wells Fargo transaction, including that it would not require any government assistance...

...The Audit Committee expressly approved Wachovia’s decision not to seek shareholder approval for the issuance and sale of Series M Preferred Stock to Wells Fargo pursuant to the share exchange agreement in reliance on an exception contained in the New York Stock Exchange rules. The Audit Committee members were present during the board discussions ...and had the benefit of those discussions in making the determination regarding Wachovia’s financial viability.

...At approximately 7:00 a.m. on October 3, Wells Fargo and Wachovia issued a joint news release announcing the merger agreement.

...As of the date of this proxy statement-prospectus, Wachovia’s 10 executive officers, excluding Robert K. Steel who is discussed below, in the aggregate held [•] unvested Wachovia stock options at a weighted average exercise price of $[•] per Wachovia share, which will vest upon completion of the merger.

Robert K. Steel Agreement.  Wachovia did not enter into an employment agreement with Mr. Steel upon his hiring in July 2008. Mr. Steel received 1,500,000 Wachovia stock options with an exercise price of $9.08 per Wachovia share and 1,990,089 performance-based Wachovia RSAs that vest upon Wachovia common stock reaching certain price thresholds and his continued employment with Wachovia through July 15, 2011. Following the change in control as a result of the merger, all of Mr. Steel’s stock options will vest and be converted into stock options to purchase shares of Wells Fargo common stock, as adjusted by the exchange ratio. In addition, following the change in control as a result of the merger, Mr. Steel’s performance-based RSAs will not vest until Wells Fargo common stock reaches certain price thresholds, ranging from $100.45 per share to $175.79 per share and his continued service requirement will lapse. These price thresholds must occur prior to July 15, 2014 or the unvested RSAs will be forfeited.

Mr. Steel is also entitled to receive a gross-up payment equal to the amount of federal excise taxes under Section 4999 of the Internal Revenue Code (plus the applicable federal and state income, FICA and excise taxes due on such gross-up payment) payable by him in conjunction with a change in control of Wachovia and such taxes become payable, as a result of payments under the stock award agreement or otherwise, and are deemed to be “excess parachute payments” for federal income tax purposes. The foregoing payments, if any, to Mr. Steel are subject to the limits imposed by Wachovia’s severance policy, which limits the total amount of severance benefits to be paid to any executive to 2.99 times the sum of the executive’s base salary and annual cash incentive award.

No such Company SEC Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. As of their respective dates, all Company SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. As of the date of this Agreement, no executive officer of Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF COMPANY

3.1 Corporate Organization.

(a) Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of North Carolina. Company has the requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary.

...3.13 Company Information. The information relating to Company and its Subsidiaries that is provided by Company or its representatives for inclusion in the Proxy Statement and Form S-4, or in any application, notification or other document filed with any other Regulatory Agency or other Governmental Entity in connection with the transactions contemplated by this Agreement, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. The portions of the Proxy Statement relating to Company and its Subsidiaries and other portions within the reasonable control of Company and its Subsidiaries will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

...No such Parent SEC Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. As of their respective dates, all Parent SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. As of the date of this Agreement, no executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act.

4.10 Parent Information. The information relating to Parent and its Subsidiaries that is provided by Parent or its representatives for inclusion in the Proxy Statement and the Form S-4, or in any application, notification or other document filed with any other Regulatory Agency or other Governmental Entity in connection with the transactions contemplated by this Agreement, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. The portions of the Proxy Statement relating to Parent and its Subsidiaries and other portions within the reasonable control of Parent and its Subsidiaries will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. The Form S-4 will comply in all material respects with the provisions of the Securities Act and the rules and regulations thereunder."

IN WITNESS WHEREOF, Company and Parent have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

WELLS FARGO & COMPANY

By: /s/  Richard Kovacevich
Name: Richard Kovacevich
Title: Chairman

WACHOVIA CORPORATION

By: /s/  Robert K. Steel
Name: Robert K. Steel
Title: President and CEO
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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of San Francisco, state of California, on October 31, 2008.

WELLS FARGO & COMPANY

By: /s/ John G. Stumpf
Name: John G. Stumpf
 Title: President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on October 31, 2008 by the following persons in the capacities indicated:

/s/  John G. Stumpf
John G. Stumpf President and Chief Executive Officer
(Principal Executive Officer)

/s/  Howard I. Atkins
Howard I. Atkins Senior Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

/s/  Richard D. Levy
Richard D. Levy Executive Vice President and Controller
(Principal Accounting Officer)

John S. Chen* Lloyd H. Dean*

Susan E. Engel* Enrique Hernandez, Jr.*

Robert L. Joss* Richard M. Kovacevich*

Richard D. McCormick* Cynthia H. Milligan*

Nicholas G. Moore* Philip J. Quigley*

Donald B. Rice* Judith M. Runstad*

Stephen W. Sanger* John G. Stumpf*

Susan G. Swenson* Michael W. Wright*

* John G. Stumpf, by signing his name hereto, does hereby sign this document on behalf of each of the directors named above pursuant to powers of attorney duly executed by such persons.

/s/  John G. Stumpf
John G. Stumpf
Attorney-in-Fact

http://www.sec.gov/Archives/edgar/data/72971/000095012308013965/y72243sv4.htm#146

From WELLS FARGO & COMPANY FORM S-4 REGISTRATION STATEMENT, by Perella Weinberg Partners on the fairness of the merger Exchange Ratio

"...Neither the mailing of this document to Wachovia shareholders nor the issuance by Wells Fargo of its common stock in the merger will create any implication to the contrary.

Wachovia has supplied all information relating to Wachovia contained or incorporated by reference in this document, and Wells Fargo has supplied all information relating to Wells Fargo contained or incorporated by reference in this document."
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"3.12 Opinion. The Board of Directors of Company has received the opinions of Goldman Sachs & Co. and Perella Weinberg Partners, to the effect that, as of the date hereof, and based upon and subject to the factors and assumptions set forth therein, the Merger Consideration is fair from a financial point of view to the holders of Company Common Stock.

...Wachovia’s financial advisors, Goldman, Sachs & Co. and Perella Weinberg Partners LP, referred to as Goldman Sachs and Perella Weinberg respectively, each rendered an opinion dated October 3, 2008, to the board of directors of Wachovia

Pursuant to engagement letters dated September 28, 2008 and October 1, 2008, Goldman Sachs is entitled to receive a transaction fee of $25 million for its services in connection with the merger, of which $20 million is contingent upon consummation of the merger. Pursuant to an engagement letter dated September 28, 2008, Perella Weinberg is entitled to receive fees for its services, of which $5 million was payable upon the execution of the merger agreement, and $20 million is contingent upon the closing of the merger.
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Certain of Wachovia’s executive officers and directors have interests in the merger as individuals that are different from, or in addition to, the interests of Wachovia shareholders generally. The Wachovia board of directors was aware of these interests and considered them, among other matters, in adopting the merger agreement and the transactions contemplated by the merger agreement.

The Wachovia stock incentive plans generally provide for the vesting of equity-based awards following a change in control. The merger will constitute such a change in control of Wachovia. In addition, certain executives have employment agreements with Wachovia that provide for severance payments in connection with a qualifying termination of employment following a change in control."
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APPENDIX C states;

Letterhead of Perella Weinberg Partners

October 3, 2008

We understand that Wachovia Corporation, a North Carolina corporation (the “Company”), is considering a transaction whereby Wells Fargo & Company (“Parent”) will effect a merger involving the Company.

For purposes of the opinion set forth herein, we have, among other things:

...reviewed certain internal financial statements, analyses and forecasts, and other financial and operating data relating to the business of the Company, in each case, prepared by the Company’s management;

discussed the past and current operations, financial condition and future prospects of the Company with senior executives of the Company;

reviewed estimates by the Company’s management as to the Company’s liquidity, as well as certain analyses prepared by the Company’s management with respect to the Company’s leverage and capital adequacy;

reviewed the Merger Agreement; and

conducted such other financial studies, analyses and investigations, and considered such other factors, as we have deemed appropriate.

In particular, you have informed us that:

the Company’s liquidity position is severely strained due in large part to declining customer and counterparty confidence, and that the Company may have insufficient unrestricted cash on hand to meet its needs in the near term;

the Company and its principal operating subsidiaries have a limited amount of unencumbered assets available as collateral for any financings that the Company may seek to obtain on an immediate basis;

the United States banking regulators have not offered financial assistance to the Company on a stand-alone basis to adequately address the financial situation of the Company, including its immediate and long term liquidity needs;

absent immediately entering into a definitive transaction (such as the Merger) that would provide the Company with sources of substantial ongoing liquidity and funding or that would relieve the Company of the need for such liquidity and funding, the Company and its subsidiaries would face intervention by the United States federal banking regulators and/or be required to seek protection under applicable bankruptcy laws.

...we also considered recent instances where concerns regarding the liquidity of a bank or financial institution triggered a rapid deterioration of the institution’s financial condition, necessitating government intervention or bankruptcy protection, and as a result of which the common equity holders of the institution are likely to receive substantially diminished value, if any at all, for their equity.

...In arriving at our opinion, we have assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information supplied or otherwise made available to us (including information that is available from generally recognized public sources) for purposes of this opinion and have further assumed that the information furnished by the management of the Company for purposes of our analysis does not contain any material omissions or misstatements of material fact.

...We note, however, that, under the ownership of a company with adequate liquidity and capital, such as Parent, the value of the Company and its subsidiaries could substantially improve, resulting in significant returns to Parent if the Merger is consummated.

...We have acted as financial advisor to the Board of Directors of the Company in connection with the Merger and will receive fees for our services, a portion of which is payable upon the execution of definitive agreements in respect of the Merger and a substantial portion of which is contingent upon the closing of the Merger.

...The issuance of this opinion was approved by a fairness committee of Perella Weinberg Partners LP.

...Based upon and subject to the foregoing, including the various assumptions and limitations set forth herein, as well as the extraordinary circumstances facing the Company described herein, we are of the opinion that, on the date hereof, the Exchange Ratio is fair from a financial point of view to the Holders.

Very truly yours,

/s/  Perella Weinberg Partners LP
PERELLA WEINBERG PARTNERS LP"

http://www.sec.gov/Archives/edgar/data/72971/000095012308013965/y72243sv4.htm#146

From WELLS FARGO & COMPANY FORM S-4 REGISTRATION STATEMENT, by Goldman Sachs & Co on the fairness of the merger Exchange Ratio

"...Neither the mailing of this document to Wachovia shareholders nor the issuance by Wells Fargo of its common stock in the merger will create any implication to the contrary.

Wachovia has supplied all information relating to Wachovia contained or incorporated by reference in this document, and Wells Fargo has supplied all information relating to Wells Fargo contained or incorporated by reference in this document."
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"3.12 Opinion. The Board of Directors of Company has received the opinions of Goldman Sachs & Co. and Perella Weinberg Partners, to the effect that, as of the date hereof, and based upon and subject to the factors and assumptions set forth therein, the Merger Consideration is fair from a financial point of view to the holders of Company Common Stock."

"[Robert] Steel, 62, 
who had previously worked with Peter Weinberg at Goldman Sachs Group Inc.,
considered joining Perella Weinberg when the firm opened its doors in 2006...

Instead he went to work for the government, 
where he was a Treasury under secretary 
before he became CEO of Wachovia in July 2008"


APPENDIX B states;

October 3, 2008

"In connection with this opinion, we have reviewed, among other things, certain internal financial analyses and forecasts for the Company prepared by the Company’s management; estimates by the Company’s management as to the Company’s liquidity, as well as certain analyses prepared by the Company’s management with respect to the Company’s leverage and capital adequacy...

We have also held discussions with members of the senior management of the Company regarding their assessment of the rationale for the Transaction, the past and current business operations, financial condition and future prospects of the Company and the fair market value of certain key asset categories of the Company.

...In particular, you have informed us that:

the Company’s liquidity position is severely strained due in large part to declining customer and counterparty confidence, and that the Company may have insufficient unrestricted cash on hand to meet its needs in the near term;

the Company and its principal operating subsidiaries have a limited amount of unencumbered assets available as collateral for any financings that the Company may seek to obtain on an immediate basis;

...the United States banking regulators have not offered financial assistance to the Company on a stand-alone basis to adequately address the financial situation of the Company, including its immediate and long term liquidity needs;'

...absent immediately entering into a definitive transaction (such as the Transaction) that would provide the Company with sources of substantial ongoing liquidity and funding or that would relieve the Company of the need for such liquidity and funding, the Company and its subsidiaries would face intervention by the United States federal banking regulators and/or be required to seek protection under applicable bankruptcy laws.

...we also considered recent instances where concerns regarding the liquidity of a bank or financial institution triggered a rapid deterioration of the institution’s financial condition, necessitating government intervention or bankruptcy protection, and as a result of which the common equity holders of the institution are likely to receive substantially diminished value, if any at all, for their equity.

...For purposes of rendering this opinion, we have relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us. 

...under the ownership of a company with adequate liquidity and capital, such as Parent, the value of the Company and its subsidiaries could substantially improve, resulting in significant returns to Parent if the Transaction is consummated.

This opinion has been approved by a fairness committee of Goldman, Sachs & Co.

Based upon and subject to the foregoing, including the various assumptions and limitations set forth herein, as well as the extraordinary circumstances facing the Company described herein, it is our opinion that, as of the date hereof, the Exchange Ratio is fair from a financial point of view to the Holders.

Very truly yours,

/s/  Goldman, Sachs & Co.
Goldman, Sachs & Co."


http://www.sec.gov/Archives/edgar/data/72971/000095012308013965/y72243sv4.htm#146

Wachovia CEO Robert K. Steel, Wells Fargo CEO John Stumpf and Chairman Richard Kovacevich and the Merger

On January 17, 2008, unknown to shareholders but known to Wells Fargo CEO John Stumpf and Chairman Richard Kovacevich, Wells Fargo borrowed $1.666 billion from the Federal Reserve Bank's Term Auction Faciltiy at 3.95% interest, with $47.930 billion in Unencumbered Collateral representing an undisclosed credit line with the Fed, none of which was disclosed by Wells Fargo's 2008 annual report.

On May 22 2008, unknown to shareholders but known to Wells Fargo CEO John Stumpf and Chairman Richard Kovacevich, Wells Fargo borrowed $7.5 billion from the Federal Reserve Bank's Term Auction Faciltiy at 2.1% interest, with $47.197 billion in Unencumbered Collateral representing an undisclosed credit line with the Fed, none of which was disclosed by Wells Fargo's 2008 annual report..
         
http://www.federalreserve.gov/newsevents/reform_taf.htm
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On 2008-05-15, while WFC was in possession of undisclosed Federal Reserve provided Term Auction Facility loans, Stumpf John G. purchased 1,550 of Wells Fargo stock valued at $44,841  without being arrested for Insider Trading and Securities Fraud.

On 2008-06-06, while WFC was in possession of undisclosed Federal Reserve provided Term Auction Facility loans, Kovacevich Richard M. purchased 40,398 of Wells Fargo stock valued at $1,052,367 without being arrested for Insider Trading and Securities Fraud.

http://www.insider-monitor.com/trading/cik72971-3.html  
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About six months before the merger with Wells Fargo, Wachovia’s new CEO Robert Steel, formerly the principal adviser at the U.S. Treasury Department on matters of domestic finance under Hank Paulson, purchased 1,000,000 shares of Wachovia’s stock as the company’s TAF borrowing reached an undisclosed $12.5 billion.

$42,672,115,305 of Wachovia's market capitalization disappeared between the first undisclosed TAF loan and the Wells merger.
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On October 3, 2008, Wachovia agreed to be bought by Wells Fargo for about $14.8B in an all-stock transaction.

The Federal Reserve unanimously approved the merger with Wells Fargo on October 12, 2008.

...On October 28, 2008, Wells Fargo was the recipient of $25B of the Emergency Economic Stabilization Act Federal bail-out in the form of a preferred stock purchase.

To further ensure shareholder approval, Wachovia issued Wells Fargo with preferred stock holding 39.9% of the voting power in the company [without informing Wachovia stock holders of the size of credit lines at the Federal Reserve]
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From WELLS FARGO & COMPANY FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933;

"The Series M, Class A Preferred Stock was issued to Wells Fargo in connection with the entry into the merger agreement by Wells Fargo and Wachovia and represents 39.9% of the total voting power of holders of Wachovia capital stock entitled to vote at the special meeting (including on the approval of the plan of merger contained in the merger agreement). Wells Fargo is the sole holder of all shares of Series M, Class A Preferred Stock and has informed Wachovia that it intends to vote these shares in favor of approving the plan of merger contained in the merger agreement.

...In connection with entering into the merger agreement, Wachovia and Wells Fargo also entered into a share exchange agreement pursuant to which Wachovia issued, on October 20, 2008, 10 shares of its Series M, Class A Preferred Stock to Wells Fargo in exchange for the issuance by Wells Fargo to Wachovia of 1,000 shares of Wells Fargo common stock. The Series M, Class A Preferred Stock issued to Wells Fargo votes together with Wachovia common stock as a single class and represents 39.9% of the total voting power of holders of Wachovia capital stock entitled to vote at the special meeting (including on the approval of the plan of merger contained in the merger agreement).

...Share Exchange Agreement

On October 3, 2008, Wells Fargo and Wachovia, in connection with entering into the merger agreement, entered into a share exchange agreement, under which Wells Fargo agreed to purchase 10 newly issued shares of Wachovia Series M Preferred Stock, which vote together with Wachovia common stock as a single class and have voting rights equivalent to 39.9% of the total voting power of holders of Wachovia capital stock entitled to vote at the special meeting, in exchange for the issuance of 1,000 shares of Wells Fargo common stock to Wachovia.

Wells Fargo and Wachovia completed the transactions contemplated by the share exchange agreement on October 20, 2008."

http://www.sec.gov/Archives/edgar/data/72971/000095012308013965/y72243sv4.htm
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On December 23, 2014, Bloomberg's Phil Kuntz and Bob Ivry wrote "Fed’s Once-Secret Data Compiled by Bloomberg Released to Public"

http://www.bloomberg.com/news/2011-12-23/fed-s-once-secret-data-compiled-by-bloomberg-released-to-public.html

DATE......BALANCE..MARKET CAP...% CAP...TAF......DW

10/3/2008...$12,500.00...$13,406.49...93.24%...$12,500.00...$0.00
10/4/2008...$12,500.00...$13,406.49...93.24%...$12,500.00...$0.00
10/5/2008...$12,500.00...$13,406.49...93.24%...$12,500.00...$0.00
10/6/2008...$41,500.00...$12,478.18...332.58%...$12,500.00...$29,000.00
10/7/2008...$41,500.00...$11,333.99...366.16%...$12,500.00...$29,000.00
10/8/2008...$37,500.00...$10,923.81...343.29%...$12,500.00...$25,000.00
10/9/2008....$50,000.00....$7,771.88....643.35%...$25,000.00...$25,000.00...$29,396.40
10/10/2008...$50,000.00...$11,118.10...449.72%...$25,000.00...$25,000.00
10/11/2008...$50,000.00...$11,118.10...449.72%...$25,000.00...$25,000.00
10/12/2008...$50,000.00...$11,118.10...449.72%...$25,000.00...$25,000.00
10/13/2008...$50,000.00...$12,501.45...399.95%...$25,000.00...$25,000.00
10/14/2008...$50,000.00...$13,622.38...367.04%...$25,000.00...$25,000.00
10/15/2008...$50,000.00...$13,082.66...382.19%...$25,000.00...$25,000.00
10/16/2008...$50,000.00...$13,924.61...359.08%...$25,000.00...$25,000.00
10/17/2008...$50,000.00...$12,888.36...387.95%...$25,000.00...$25,000.00
10/18/2008...$50,000.00...$12,888.36...387.95%...$25,000.00...$25,000.00
10/19/2008...$50,000.00...$12,888.36...387.95%...$25,000.00...$25,000.00
10/20/2008...$50,000.00...$13,104.25...381.56%...$25,000.00...$25,000.00
10/21/2008...$50,000.00...$13,147.43...380.30%...$25,000.00...$25,000.00
10/22/2008...$50,000.00...$12,202.27...409.76%...$25,000.00...$25,000.00
10/23/2008...$50,000.00...$12,309.12...406.20%...$35,000.00...$15,000.00...$33,997.80 
10/24/2008...$50,000.00...$12,394.60...403.40%...$35,000.00...$15,000.00
10/25/2008...$50,000.00...$12,394.60...403.40%...$35,000.00...$15,000.00
10/26/2008...$50,000.00...$12,394.60...403.40%...$35,000.00...$15,000.00
10/27/2008...$50,000.00...$12,266.38...407.62%...$35,000.00...$15,000.00
10/28/2008...$50,000.00...$13,826.39...361.63%...$35,000.00...$15,000.00
10/29/2008...$50,000.00...$12,757.89...391.91%...$35,000.00...$15,000.00
10/30/2008...$50,000.00...$12,771.02...391.51%...$35,000.00...$15,000.00
10/31/2008...$50,000.00...$13,851.48...360.97%...$35,000.00...$15,000.00
11/1/2008...$50,000.00...$13,851.48...360.97%...$35,000.00...$15,000.00
11/2/2008...$50,000.00...$13,851.48...360.97%...$35,000.00...$15,000.00
11/3/2008...$50,000.00...$13,829.87...361.54%...$35,000.00...$15,000.00
11/4/2008...$47,000.00...$14,586.19...322.22%...$35,000.00...$12,000.00
11/5/2008...$47,000.00...$12,922.28...363.71%...$35,000.00...$12,000.00
11/6/2008...$47,500.00...$11,625.73...408.58%...$47,500.00...$0.00...$36,562.70
11/7/2008...$47,500.00...$12,036.31...394.64%...$47,500.00...$0.00
11/8/2008...$47,500.00...$12,036.31...394.64%...$47,500.00...$0.00
11/9/2008...$47,500.00...$12,036.31...394.64%...$47,500.00...$0.00
11/10/2008...$47,500.00...$11,841.83...401.12%...$47,500.00...$0.00
11/11/2008...$47,500.00...$11,993.09...396.06%...$47,500.00...$0.00
11/12/2008...$47,500.00...$11,171.94...425.17%...$47,500.00...$0.00
11/13/2008...$47,500.00...$12,187.57...389.74%...$47,500.00...$0.00
11/14/2008...$47,500.00...$11,863.43...400.39%...$47,500.00...$0.00
11/15/2008...$47,500.00...$11,863.43...400.39%...$47,500.00...$0.00
11/16/2008...$47,500.00...$11,863.43...400.39%...$47,500.00...$0.00
11/17/2008...$47,500.00...$11,388.03...417.10%...$47,500.00...$0.00
11/18/2008...$47,500.00...$11,366.42...417.90%...$47,500.00...$0.00
11/19/2008...$47,500.00...$9,875.39...480.99%...$47,500.00...$0.00
11/20/2008...$47,500.00...$8,859.76...536.13%...$47,500.00...$0.00...$47,212.70
11/21/2008...$47,500.00...$8,924.59...532.24%...$47,500.00...$0.00
11/22/2008...$47,500.00...$8,924.59...532.24%...$47,500.00...$0.00
11/23/2008...$47,500.00...$8,924.59...532.24%...$47,500.00...$0.00
11/24/2008...$47,500.00...$11,431.25...415.53%...$47,500.00...$0.00
11/25/2008...$47,500.00...$11,301.60...420.29%...$47,500.00...$0.00
11/26/2008...$47,500.00...$12,209.18...389.05%...$47,500.00...$0.00
11/27/2008...$47,500.00...$12,209.18...389.05%...$47,500.00...$0.00
11/28/2008...$47,500.00...$12,144.35...391.13%...$47,500.00...$0.00
11/29/2008...$47,500.00...$12,144.35...391.13%...$47,500.00...$0.00
11/30/2008...$47,500.00...$12,144.35...391.13%...$47,500.00...$0.00
12/1/2008....$47,500.00....$9,291.94...511.20%...$47,500.00...$0.00
12/2/2008...$47,500.00...$10,782.98...440.51%...$47,500.00...$0.00
12/3/2008...$47,500.00...$11,755.39...404.07%...$47,500.00...$0.00
12/4/2008...$45,000.00...$11,388.03...395.15%...$45,000.00...$0.00
12/5/2008...$45,000.00...$12,641.36...355.97%...$45,000.00...$0.00
12/6/2008...$45,000.00...$12,641.36...355.97%...$45,000.00...$0.00
12/7/2008...$45,000.00...$12,641.36...355.97%...$45,000.00...$0.00
12/8/2008...$45,000.00...$13,786.65...326.40%...$45,000.00...$0.00
12/9/2008...$45,000.00...$12,879.07...349.40%...$45,000.00...$0.00
12/10/2008...$45,000.00...$12,274.01...366.63%...$45,000.00...$0.00
12/11/2008...$45,000.00...$10,847.80...414.83%...$45,000.00...$0.00
12/12/2008...$45,000.00...$11,431.25...393.66%...$45,000.00...$0.00
12/13/2008...$45,000.00...$11,431.25...393.66%...$45,000.00...$0.00
12/14/2008...$45,000.00...$11,431.25...393.66%...$45,000.00...$0.00
12/15/2008...$45,000.00...$11,042.29...407.52%...$45,000.00...$0.00
12/16/2008...$45,000.00...$12,749.41...352.96%...$45,000.00...$0.00
12/17/2008...$45,000.00...$12,706.19...354.16%...$45,000.00...$0.00
12/18/2008...$30,000.00...$12,490.10...240.19%...$30,000.00...$0.00
12/19/2008...$30,000.00...$12,230.79...245.28%...$30,000.00...$0.00
12/20/2008...$30,000.00...$12,230.79...245.28%...$30,000.00...$0.00
12/21/2008...$30,000.00...$12,230.79...245.28%...$30,000.00...$0.00
12/22/2008...$40,000.00...$11,777.00...339.65%...$40,000.00...$0.00...$76,280.00 
12/23/2008...$40,000.00...$11,452.86...349.26%...$40,000.00...$0.00
12/24/2008...$40,000.00...$11,885.04...336.56%...$40,000.00...$0.00
12/25/2008...$40,000.00...$11,885.04...336.56%...$40,000.00...$0.00
12/26/2008...$40,000.00...$11,777.00...339.65%...$40,000.00...$0.00
12/27/2008...$40,000.00...$11,777.00...339.65%...$40,000.00...$0.00
12/28/2008...$40,000.00...$11,777.00...339.65%...$40,000.00...$0.00
12/29/2008...$40,000.00...$11,798.61...339.02%...$40,000.00...$0.00
12/30/2008...$40,000.00...$12,382.05...323.05%...$40,000.00...$0.00
12/31/2008...$40,000.00...$11,971.48...334.13%...$40,000.00...$0.00
1/1/2009.......$40,000.00...$11,971.48...334.13%...$40,000.00...$0.00

 Above in Bold = Billions in Unencumbered Collateral held at the Federal Reserve
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In negotiations and litigation before, during and after the closing of the merger deal, both Wachovia and Wells Fargo failed to disclose massive credit lines with the Federal Reserve via the Term Auction Facility, which could have affected the merger's negotiated terms.

Some Wachovia shareholders initiated litigation within which Wachovia and Wells Fargo didn't disclose the Federal Reserve Term Auction Facility credit lines.
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"North Carolina State Treasurer Richard Moore slammed Wells Fargo & Co.’s proposed purchase of Wachovia Corp., calling the deal “highway robbery.”

In a Wednesday morning appearance on CNBC’s Squawk Box, Moore said it didn’t make sense for the federal government to have engineered a buyout of Wachovia.

...it’s not a fair deal, he says, in light of the number of banks the government is propping up with its “troubled asset relief program.” Under TARP, banks are getting cash infusions by selling preferred stock directly to the government.

All of the nation’s big banks, Moore told CNBC, are participating in the program, and he thinks Wachovia should have been kept alive until it received the same opportunity.

...“We’re going to be cashed out of our Wachovia stock at around $6 or $7 when I can’t find anyone who tells me that given time, under the TARP, it’s a $25 stock,” Moore says.

...As of Oct. 31, CNBC says, the state pension fund owned 3.22 million shares of Wachovia (NYSE: WB).

Moore also expressed consternation at a controversial provision of the Wells-Wachovia deal that essentially guaranteed the sale would go through over any shareholder objection. In October, Wachovia issued preferred stock to Wells that gave Wells 40 percent of the ballots to be cast in the shareholder vote on the deal.

http://www.bizjournals.com/sanfrancisco/stories/2008/11/10/daily64.html?page=all
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"North Carolina's Attorney General And State Treasurer Duke It Out"

"One of the unusual things about the litigation over the Wachovia-Wells Fargo merger ...was the flood of letters and emails written to the Court.  Judge Diaz received over 200 pieces of correspondence about the case.

The most high profile of those communications was the one from State Treasurer Richard Moore...  Ever since Moore wrote his letter, I've been wondering why he didn't move to intervene in the case.  That would have let him speak directly on behalf of the North Carolina Retirement System (the NCRS), which has lost nearly $20 million on its investment in Wachovia.

...In filings in the Southern District, the North Carolina Attorney General and the State Treasurer had gone to war over the authority of the State Treasurer to initiate the litigation and to retain outside counsel to represent the NCRS.

This is a thorny and interesting issue of the power of the State Treasurer versus that of the Attorney General.  Maybe it will be resolved one day in a court closer to home."

http://www.ncbusinesslitigationreport.com/2008/11/articles/class-actions/north-carolinas-attorney-general-and-state-treasurer-duke-it-out/
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WFC's 2008 annual report cites the words "Term Auction" zero times, "TAF" zero times and "Discount Window" zero times, with no mention of the overall size of Wachovia or Wells Fargo's Federal Reserve Term Auction Facility  and Discount Window credit lines, interest rates and maturities, all of which were material inside information known to Wachovia CEO Robert K. Steel, Wells Fargo CEO John Stumpf and Chairman Richard Kovacevich but not Wachovia or Wells Fargo shareholders, Congress, or the public, before, during or after the two company's merged.

https://www08.wellsfargomedia.com/downloads/pdf/invest_relations/wf2008annualreport.pdf
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From 2006 through 2008, SEC Chair Mary Jo White's husband John served as Director of the Division of Corporation Finance at the U.S. Securities and Exchange Commission, which oversees disclosure and reporting by public companies in the United States.was head of the SEC division which oversees disclosure and reporting by public companies. Mr. White played an integral role in the SEC’s response to market turmoil throughout 2008, ensuring that the Division acted swiftly and appropriately to facilitate strategic transactions and access to capital for public companies.
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Bloomberg's Bob Ivry, Bradley Keoun, Phil Kuntz, Alison Fitzgerald, Fabio Benedetti-Valentini, Noah Bhahayar, Dakin Campbell, Christopher Condon, Gavin Finch, Andrew Frye, Donal Griffin, Christine Harper, Takashiko Hyuga, Aaron Kirchfeld, Dawn Kopecki, Rachel Layne, Elena Logutenkova, John Martens, Michael J. Moore, Howard Mustoe, Hugh Son, James Sterngold, Robert Friedman, John Voskuhl and Otis Bilodeau didn't follow up on the legality of the loan reporting, to the benefit of Bloomberg companies, whose profit is derived from services rendered to many of the same financial institutions.

http://www.bloomberg.com/news/2011-11-28/secret-fed-loans-undisclosed-to-congress-gave-banks-13-billion-in-income.html
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On December 21, 2011, Stephanie L. Hunsaker, Senior Assistant Chief Accountant Division of Corporation Finance at the Securities and Exchange Commission asked Wells Fargo & Company; "We have become aware through various news reports that you may have accessed various Federal Reserve ...sponsored funding programs during 2008 and 2009, including the Term Auction Facility (TAF)... We note from your disclosures during these periods that ...you do not appear to have provided any discussion about certain other programs that were in existence at this time, such as the TAF...

Wells Fargo responded by stating for the first time "Wells Fargo did not participate in the Commercial Paper Funding Facility (CPFF), Primary Dealer Credit Facility (PDCF) or Term Securities Lending Facility (TSLF). Moreover, we did not participate in the Term Asset-Backed Securities Loan Facility (TALF), nor did we access the Federal Reserve’s discount window for liquidity purposes during 2008 and 2009.

[Wachovia did access the Federal Reserve’s discount window for liquidity purposes during 2008 after the merger was announced between 10/6/2008 and 11/5/2008, switching much of the lending the undisclosed TAF.]  

We did participate in the Term Auction Facility (TAF) during 2008 through August 2009.  TAF was established by the Federal Reserve in December 2007, and represented one of several sources of competitive, low-cost short term funding available to us.  ...At December 31, 2008, our short-term borrowings under TAF totaled $72.5 billion, which included $40 billion of TAF borrowings by Wachovia Corporation at the time of acquisition

[approved by the Federal Reserve Board which issued the loans, with no mention of the size of the credit lines or Discount Window borrowings by Wachovia in the lead up to the merger]

However, the TAF borrowings were classified differently in the legacy Wells Fargo and Wachovia accounting systems (which had not been integrated as of the time the 2008 Form 10-K was prepared), which resulted in our reporting of $32.5 billion of the TAF borrowings in the “Commercial paper and other short-term borrowings” line item, and the $40 billion of Wachovia TAF borrowings reported in the “Federal funds purchased and securities sold under agreements to repurchase” line item...

...our management did not distinguish TAF from other sources of short-term borrowings, such as federal funds purchased, commercial paper or securities sold under repurchase agreements...

...We believe FRC 501.06.c does not apply to us because we have not entered into any federally assisted acquisitions or restructurings; in fact, our acquisition of Wachovia was specifically structured not to receive federal financial assistance. In addition, we do not believe that participation in the referenced programs constituted a form of federal financial assistance within the scope of FRC 501.06.c. Our participation in these federal programs was not “intended to make the surviving financial institution a viable entity.”  We were a viable entity regardless of whether we participated in the programs.  Further, our participation in the programs did not ...provide ...arrangements designed to insulate us from the economic effects of problem assets. ...our participation in the referenced programs did not materially affect, and was not reasonably likely to have a material future effect upon our financial condition or results of operations...

http://www.sec.gov/Archives/edgar/data/72971/000119312511349117/filename1.htm
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The SEC didn't ask about Sarbanes Oxley related certification issues.
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On September 1, 2010, Scott G. Alvarez, General Counsel of the Federal Reserve, testified "Before the Financial Crisis Inquiry Commission", on "The Acquisition of Wachovia Corporation by Wells Fargo & Company"

"...I am pleased to appear today to provide the Commission with information on the events leading up to the acquisition of Wachovia Corporation and its banking and nonbanking subsidiaries by Wells Fargo & Company in the fall of 2008. The purpose of my testimony is to summarize the events, with a focus on the Federal Reserve's involvement. I will also address the lending and supervisory questions raised in the Commission's invitation letter.

...On September 25, 2008, the Federal Deposit Insurance Corporation (FDIC) seized and sold Washington Mutual Bank (WaMu), then the largest thrift in the United States.

...The day after the failure of WaMu, Wachovia Bank depositors accelerated the withdrawal of significant amounts from their accounts. In addition, wholesale funds providers withdrew liquidity support from Wachovia.  It appeared likely that Wachovia would soon become unable to fund its operations. ...On September 27 and 28, both Citigroup and Wells Fargo, the second and fifth largest banking organizations in the United States, respectively, conducted due diligence investigations of Wachovia.  Both Citigroup and Wells Fargo also contacted federal regulators indicating that government assistance would be needed in connection with each of their proposed bids to acquire Wachovia.

...At the time, U.S. banking organizations were extremely vulnerable to a loss of confidence by wholesale suppliers of funds. Markets were already under considerable strain after the events involving Lehman Brothers, AIG, and WaMu.  Investors were becoming increasingly concerned about the outlook for a number of U.S. banking organizations, putting downward pressure on their stock prices and upward pressure on their credit default swap spreads.

At the time, Wachovia was considered "well capitalized" by regulatory standards and until very recently had not generally been thought to be in danger of failure, so there were fears that the failure of Wachovia would lead investors to doubt the financial strength of other organizations in similar situations, making it harder for those institutions to raise capital and other funding.

For these reasons, on September 28, 2008, the Board by unanimous vote determined that compliance by the FDIC with the least-cost requirements of the FDI Act with respect to Wachovia Bank and its insured depository institution affiliates would have serious adverse effects on economic conditions and financial stability, and that action or assistance by the FDIC permitted under the systemic risk exception within the act would avoid or mitigate these adverse effects.

Similar determinations were made by the board of directors of the FDIC and the Secretary of the Treasury, in consultation with the President, which allowed the FDIC to consider measures outside the least-cost resolution requirement to resolve Wachovia, including the provision of so-called "open bank" assistance.

...On October 2, during the period Citigroup and Wachovia were negotiating a final merger agreement, the board of directors of Wachovia received a communication from Wells Fargo that included an offer from Wells Fargo to acquire all of Wachovia's stock by merger.  Contrary to its original communication days before that FDIC assistance would be needed as part of a Wells Fargo bid, the new Wells Fargo proposal did not involve any direct financial assistance from the FDIC. 

Based on an IRS notice issued September 30, Wells Fargo had determined that certain U.S. federal income tax benefits resulting from the proposed Wachovia transaction would allow it to acquire Wachovia without FDIC assistance.

On October 3, 2008, Wachovia's board of directors voted to accept the Wells Fargo offer, and the parties signed a binding merger agreement...

...In light of the emergency affecting the financial markets, and as permitted by the BHC Act and Federal Reserve regulations, the Board waived public notice of the proposal and shortened the notice period to the primary regulators of the banks and thrifts involved.  These agencies, and the Department of Justice, indicated that they had no objection to approval of the proposal.

...On December 23, 2008, Wachovia announced that its shareholders had approved the Wells Fargo merger proposal.  On January 1, 2009, Wells Fargo announced that the merger had been completed effective December 31, 2008.

Federal Reserve Assistance

The Federal Reserve did not provide any emergency financial assistance in connection with the Wells Fargo-Wachovia merger...

...While emergency credit was not sought or given in connection with the Wachovia transaction, Wachovia's depository institutions accessed the Federal Reserve's discount window at various times throughout 2008. The discount window comprises several credit facilities open to insured depository institutions on a regular basis and is not limited to emergency credit like section 13(3).

The Wachovia depository institutions accessed these facilities on the same terms and conditions applicable to other depository institutions, including the completion of required documentation and the pledging of collateral to the Federal Reserve. Many other depository institutions accessed the discount window during this period as well."

http://www.federalreserve.gov/newsevents/testimony/alvarez20100901a.htm

Wells Fargo declined to provide, admit or deny the following discovery requests of February 27, 2014

In the Matter of; George Hartzman, Complainant, v. Wells Fargo Advisors, LLC., Respondent, Case No. 2013-SOX-00045 with the United States Department of Labor, Office of Administrative Law Judges, presided over by Judge Kenneth A. Krantz, Wells Fargo declined to provide, admit or deny the following discovery requests of February 27, 2014

Request for Production of Documents 6;

Please provide George Hartzman's Wells Fargo personnel file, including A; the number of client accounts managed by George Hartzman in 2007, 2008, 2009, 2010, 2011 and B; as of October 8, 2012, the number of new client accounts opened by George Hartzman in 2007, 2008, 2009, 2010, 2011 and C; as of October 8, 2012, the total assets managed by George Hartzman in 2007, 2008, 2009, 2010, 2011 and D; as of October 8, 2012, how many clients transferred accounts away from George Hartzman in 2007, 2008, 2009, 2010, 2011 and E; as of October 8, 2012, the number of accounts managed by George Hartzman, which were governed by the Investment Advisers Act of 1940 in 2007, 2008, 2009, 2010, 2011 and F; October 8, 2012, and the total of George Hartzman’s gross revenue production in 2007, 2008, 2009, 2010, 2011 and as of October 8, 2012.

Request for Admission 1;

Please admit or deny William Spivey and Aaron Landry's 2009, 2010 and 2011 compensation package metrics provided higher income by employing more Financial Advisors under their supervision with the same revenue production, and lower income by employing fewer Financial Advisors under their supervision with the same revenue production.

Request for Admission 4;

Please admit or deny that Littler Mendelson's Gregory C. Keating incorrectly stated, Wells Fargo's "Clients have no expectations that the Envision program provides a guaranteed outcome." and that Envision "price modeling is not included in Envision's default setting because:"..."(a) there are no products represented in Envision, only asset classes which are not associated with fees; (b) most plans include external assets which are held at other institutions such that the fees for those assets cannot be accurately included..." to the Department of Labor.

Request for Admission 5;

Please admit or deny that Wells Fargo Advisors could cancel existing 4front awards and claw back Financial Advisor 4front payments.

Request for Admission 6;

Please admit or deny that that on September 7, 2012, in front of 25 to 40 financial advisors at the Hyatt Regency St. Louis at The Arch, Greg Shiveley, Envision Sales Manager at Wells Fargo Advisors, said “There are 441,942 households with Envision Plans of Record.” and that Mr. Shiveley stated “The overwhelming majority of Envision Plans do not include investment costs."

Request for Admission 8;

Please admit or deny that Wells Fargo management was aware of George Hartzman’s 401k loan, which defaulted after Mr. Hartzman’s termination.

Request for Admission 9;

Please admit or deny that William Spivey and Aaron Landry's 2009, and/or 2010 and/or 2011 compensation benefited by retaining Financial Advisors via Wells Fargo’s 4front program.

11/25/14

Wells Fargo refused to admit or deny whether George Hartzman allowed to have a guest at a meeting with concerning his ethics issues

In the Matter of; George Hartzman, Complainant, v. Wells Fargo Advisors, LLC., Respondent, Case No. 2013-SOX-00045 with the United States Department of Labor, Office of Administrative Law Judges, presided over by Judge Kenneth A. Krantz, Wells Fargo refused to admit or deny that on Friday, July 20, 2012, William Spivey informed George Hartzman he was not allowed to have a guest at a meeting with an outside investigator concerning his ethics issues.
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Request for Admission 7;

Please admit or deny that that on Friday, July 20, 2012, William Spivey informed George Hartzman he was not allowed to have a guest at a meeting with an outside investigator concerning his ethics issues.
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The Request directly relates to Respondent’s handling and processing of Complainant’s whistleblowing activities involving what Hartzman reasonably believed to be illegal activity on Respondent’s part.

Request for Admission number seven seeks an admission that on Friday, June 20, 2012, William Spivey informed Complainant that he was not permitted to invite a guest to a meeting with an outside investigator concerning his reporting conduct.  Respondent objected to this Request on the basis of attorney-client privilege and relevance. However, the admission responsive to this request is relevant to Complainant’s retaliation claim under the Sarbanes-Oxley Act in that it directly deals with corrective action Respondent took against him.

A Wells Fargo Motion to Compel under a Fiduciary Exception before taking the case to Federal District Court

In the Matter of; George Hartzman, Complainant, v. Wells Fargo Advisors, LLC., Respondent, Case No. 2013-SOX-00045 with the United States Department of Labor, Office of Administrative Law Judges, presided over by Judge Kenneth A. Krantz;

Motion to compel discovery of Wells Fargo privileged documentation of communications between Wells Fargo in-house council and regulatory authorities and the Department of Justice concerning George Hartzman's whistleblower activities.

Complainant, as a shareholder, employee with fiduciary responsibilities to his clients with accounts governed by the Advisors Act, and as a client of Wells Fargo, in which Wells Fargo contractually acted as a fiduciary, please compel Respondent to provide all privileged documentation concerning regulatory correspondence concerning George Hartzman's whistleblower activities.
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As attested to by SEC Commissioner Luis A. Aguilar on August 28, 2014;

"Dissenting Statement In the Matter of Lynn R. Blodgett and Kevin R. Kyser, CPA, Respondents" by SEC Commissioner Luis A. Aguilar on August 28, 2014

...I am obligated to speak out when it appears that the agency falters.

Accordingly, I respectfully dissent from the Commission’s Order accepting the settlement offer of Kevin R. Kyser, a Certified Public Accountant and former Chief Financial Officer (“CFO”) of Affiliated Computer Services, Inc. (“ACS” or “Company”).

Given the egregious conduct that Mr. Kyser engaged in at ACS, the Commission’s settlement, which lacks fraud charges ... is a wrist slap at best.  

...let’s discuss how Mr. Kyser, in his critical role as CFO, facilitated ACS’s misconduct.  As described in the Commission’s own Order, Mr. Kyser:

...Was responsible for the content of ACS’s false and misleading public filings with the Commission, earnings releases, and analyst conference calls... “During all relevant periods, Respondents Blodgett and Kyser were, respectively, ACS’s chief executive officer and chief financial officer.  As such, they were responsible for the content of ACS’s filings with the Commission, as well as ACS’s earnings releases and analyst conference calls.”

“ACS falsely reported its internal revenue growth, which Blodgett and Kyser highlighted in earnings releases and analyst conference calls during the period.”

Failed to ensure that ACS adequately disclosed and described the significance of these transactions in ACS’s public filings and analyst conference calls...

Signed false certifications in connection with the Company’s periodic filings; “Blodgett and Kyser certified each of ACS’s fiscal year 2009 Forms 10-Q and 10-K.”

... I am concerned that the Commission is entering into a practice of accepting settlements without appropriately charging fraud...  I am also concerned that this reflects a lack of conviction to charge what the facts warrant and to bring appropriate remedies.

The statistics on financial reporting and disclosure cases ... reflect a troubling trend.  In fiscal year 2010, the Commission brought 117 financial reporting and disclosure cases against issuers and individuals...  In 2011, the number of financial reporting and disclosure cases against issuers and individuals brought by the Commission fell to 86... In 2012, again the number of similar cases brought by the Commission fell, this time to 76...   In 2013, the Commission brought only 68 similar cases...  These declining numbers reveal a departure from the Commission’s efforts to keep bad apples out of the securities industry, and this puts investors and the integrity of the Commission’s processes at grave risk.

...defendants strenuously object to scienter-based and non-scienter-based fraud charges...   That is to be expected.

What is not to be expected is when defendants engage in fraud and the Commission affirmatively accepts a weak settlement with lesser charges [GH; Or no investigation or prosecution at all].  This leaves the investing public significantly at risk, as bad actors are not appropriately charged or sanctioned and are permitted to continue to operate in the securities industry.

This is completely unacceptable.  I am concerned that this case is emblematic of a broader trend at the Commission where fraud charges...are warranted, but instead are downgraded to books and records and internal control charges.

I fear that cases in the future will continue to be weak.  ...I am concerned that Commission Orders may, at times, be purposely vague and/or incomplete, and written in a way so as to lead the public to conclude that no fraud had occurred.  When this happens, the public is denied a full accounting and appreciation of the egregious nature of a defendant’s misconduct.  In addition, this practice muzzles my voice by not allowing any statement by me (including this dissent) to include a fulsome description of facts that support the view that the Commission should have brought fraud charges. ...Facts and information discovered by the investigative staff in the course of an investigation that are not described in a Commission Order or other public document are deemed confidential and, therefore, SEC representatives are prohibited from revealing to the public such non-public information that are not made a matter of the public record...

This adversely impacts my ability as a Commissioner to provide the American public honest and transparent information—including a description of facts discovered by the staff during its investigation.  In the end, these behind-the-curtain decisions can make fraudulent behavior appear to be an honest mistake.

For these reasons, I dissent."

Luis A. Aguilar
SEC Commissioner
August 28, 2014
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Affiliated Computer Services misreported revenue in SEC filings from the quarter ended Sept. 30, 2008, through June 30, 2009, misinformation illegally certified under Sarbanes Oxley that Messrs. Blodgett and Kyser "highlighted in earnings releases and analysts conference calls during the period", as did executives at Wachovia and Wells Fargo via the illegal omission of material Federal Reserve loans and credit lines.

On 2009-05-06, President & CEO Lynn Blodgett, sold 33,000 of Affiliated Computer Services shares for $1,554,564 while illegally misleading shareholders, the SEC and the public and appears to have gotten away with Sarbanes Oxley violations and insider trading without prosecution.
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On January 17, 2008, unknown to shareholders but known to Wells Fargo CEO John Stumpf and Chairman Richard Kovacevich, Wells Fargo borrowed $1.666 billion from the Federal Reserve Bank's Term Auction Faciltiy at 3.95% interest, with $47.930 billion in Unencumbered Collateral representing a massive, material undisclosed credit line with the Fed, none of which was disclosed by Wells Fargo's 2008 annual report, other than $32.5 billion of unidentified TAF borrowings buried/hidden under “Commercial paper and other short-term borrowings” as $40 billion of unidentified TAF borrowings was buried/hidden under “Federal funds purchased and securities sold under agreements to repurchase” in Wachovia's annual report, in violation of SEC rules and Sarbanes-Oxley, specifically cited as "Signed false certifications in connection with the Company’s periodic filings" by SEC Commissioner Luis A. Aguilar in his dissent concerning lack of SEC enforcement and transparency.

On May 22 2008, unknown to shareholders but known to Wells Fargo CEO John Stumpf and Chairman Richard Kovacevich, Wells Fargo borrowed $7.5 billion from the Federal Reserve Bank's Term Auction Facility at 2.1% interest, with $47.197 billion in Unencumbered Collateral representing an undisclosed credit line with the Fed, unidentified by Wells Fargo's 2008 annual report, in violation of SEC rules and Sarbanes Oxley.

WFC's annual report cites the words "Term Auction" 0 times, and "TAF" 0 times, with no mention of the overall size of WFC's Federal Reserve Term Auction Facility credit lines, interest rates and maturities, all of which were material inside information known to Wells Fargo CEO John Stumpf and Chairman Richard Kovacevich but not WFC shareholders, Congress, the public and presumably the SEC.

On 2008-05-15, while WFC was in possession of undisclosed Federal Reserve provided Term Auction Facility loans, Stumpf John G. purchased 1,550 of Wells Fargo stock valued at $44,841 without being prosecuted for Insider Trading and Securities Fraud.

On 2008-06-06, while WFC was in possession of undisclosed Federal Reserve provided Term Auction Facility loans, Kovacevich Richard M. purchased 40,398 of Wells Fargo stock valued at $1,052,367 without prosecution for Insider Trading and Securities Fraud.
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In his dissent, Commissioner Aguilar documented the same non-enforcement of Sarbanes-Oxley reporting statutes cited by Complainant, and spelled out how our nation's regulatory enforcement infrastructure prevented fraud related material information from being disseminated to the public, and how the government didn't enforce the law.

If Respondent made arrangements or was informed/assured of non-action by regulatory authorities in response to Complainant's whistleblowing activities, an adverse event would have taken place against Hartzman as a consequence, meaning the communications are relevant and discoverable.

Per Commissioner Aguilar's dissent among multiples of other instances of non-action by those tasked with law enforcement, Complainant correctly concluded in the first quarter of 2012 that he had been 'hung out to dry' by Wells Fargo in collusion with regulators etc..., which, after his anonymity was violated and sought action by his management chain of command, was placed in jeopardy.

The governmental consent bestowed upon Wells Fargo among others to get away with breaking the law makes these proceedings fall under special circumstances exceptions, considering the extent to which Respondent's and tens of other 'To Big to Jail' corporate executives have acted outside the law without reprimand, for example;

On May 22 2008, unknown to shareholders but known to JPM CEO Jamie Dimon,  J.P. Morgan Chase Bank borrowed $2 billion from the Federal Reserve Bank's Term Auction Facility at 2.1% interest, with a massive and material $90.536 billion in Unencumbered Collateral representing an undisclosed credit line with the Fed.

On Nov 6 2008, unknown to shareholders but known to JPM CEO Jamie Dimon,  J.P. Morgan Chase Bank borrowed $5 billion from the Federal Reserve Bank's Term Auction Facility at 0.6% interest, with $81.700 billion in Unencumbered Collateral representing an undisclosed credit line with the Fed.

On Dec 23 2008, unknown to shareholders but known to JPM CEO Jamie Dimon,  J.P. Morgan Chase Bank borrowed $10 billion from the Federal Reserve Bank's Term Auction Facility at 0.6% interest, with $81.080 billion in Unencumbered Collateral.

JPM's annual report doesn't mention of the overall size of JPM's Federal Reserve Term Auction Facility credit lines, interest rates and maturities, all of which were material inside information known to Jamie Dimon but not JPM shareholders, the public or presumably the SEC.

On 2009-01-16, while JPM was in possession of an undisclosed Federal Reserve provided Term Auction Facility credit line of more than $80 billion, Jamie Dimon purchased 500,000 of J.P. Morgan stock valued at $11,464,500 without being prosecuted for Insider Trading and Securities Fraud.

Like Messrs. Stumpf, Kovacevich and Wachovia's Robert Steel, Mr. Dimon violated Sarbanes-Oxley, specifically cited as "Signed false certifications in connection with the Company’s periodic filings" by SEC Commissioner Luis A. Aguilar in his dissent concerning lack of SEC enforcement and transparency.
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During late 2007 and throughout 2008, unknown to shareholders but known to Citibank CEO Vikram Pandit, who certified Citibank's 2008 annual report filed with the SEC, Citibank borrowed billions from the Federal Reserve Bank's Term Auction Facility on nine occasions at interest rates as low as 0.42%, with up to $21.371 billion in Unencumbered Collateral representing an undisclosed credit line with the Fed, details of which were not disclosed in Citibank's 2008 annual report in violation of Sarbanes Oxley, cited by SEC Commissioner Luis A. Aguilar, which culminated in false certifications by Mr. Pandit.

On 2008-11-13, while Citibank was in possession of undisclosed Fed provided Term Auction Facility loans, Citibank CEO Vikram Pandit purchased 850,000 shares of Citibank stock valued at $9,633,050 without prosecution for Insider Trading and Securities Fraud.
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During late 2008 and through August 2009, unknown to shareholders but known to BB&T CEO Kelly King and CFO Daryl Bible, who certified BB&T's 2009 annual report filed with the SEC, BB&T borrowed billions from the Federal Reserve Bank's Term Auction Facility on nine occasions at interest rates as low as 0.25%, with up to $19.343 billion in Unencumbered Collateral representing an undisclosed credit line with the Fed, details of which was not disclosed by BB&T's 2009 annual report in violation of Sarbanes Oxley, cited by SEC Commissioner Luis A. Aguilar, which culminated in false certifications by Messrs. King and Bible without prosecution.
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Courts have applied an exception to general rules where "the obvious result of following the rule would be a plain miscarriage of justice or would be inconsistent with substantial justice." Seniority Research Group v. Chrysler Motor Corp.

I believe this exception applies in this case as the regulatory issues highlighted have been proven to be systemic by officials in the SEC and the Justice Department etc... tasked with securities law enforcement;

"There are exceptions, as where the obvious result of following the rule would be a plain miscarriage of justice or would be inconsistent with substantial justice. Kelley v. Crunk, 713 F.2d 426 (8th Cir.1983). In Stafford I, ...this Court found that substantial justice required a review of whether ... procedure had been exhausted...

...if an impartial hearing is not available at one level, it can be obtained at the next. "

http://openjurist.org/976/f2d/1185
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The pursuit of Complainant's allegations were made in good faith, and "the obvious result of following the rule would be a plain miscarriage of justice or would be inconsistent with substantial justice", because Respondent, the SEC and the Justice Department etc... didn't follow their own rules in multiples of different instances.

Complainant contends all procedures have been exhausted by non-enforcement and judicial inaction, and communications between regulatory authorities and Respondent's in-house attorneys concerning Hartzman's whistleblowing activities should be discoverable as relevant as they may provide evidence of adverse acts against Complainant, under the concept of substantial justice, and justified by a Fiduciary Exception, as addressed in August 28, 2014's Motion to compel Wells Fargo to produce Attorney Privileged Information under a Fiduciary Exception.

Wells Fargo refused admit or deny Envision plans created by Wells Fargo Advisors to qualify for 4front payments did not include investment costs

In the Matter of; George Hartzman, Complainant, v. Wells Fargo Advisors, LLC., Respondent, Case No. 2013-SOX-00045 with the United States Department of Labor, Office of Administrative Law Judges, presided over by Judge Kenneth A. Krantz, Wells Fargo refused to admit or deny Envision plans created by Wells Fargo Advisors to qualify for 4front payments did not include investment costs;

Request for Admission 10;

Please admit or deny whether or not the independent, third party review and determinations by an outside investigator/expert cited in George Hartzman’s July 23, 2013 final warning and in Gregory Keating’s written and signed communications with the Department of Labor found that most Envision plans created by Wells Fargo Advisors to qualify for 4front payments did not include investment costs.
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The Request directly related to Respondent’s handling and processing of Complainant’s whistleblowing activities involving what Hartzman reasonably believed to be illegal activity on Respondent’s part.

As Respondent produced the third party determinations Request for Admission Number Ten seeks an admission or denial that the third party review and Gregory Keating found that most Envision plans created by Wells Fargo Advisors to qualify for 4front payments did not include investment costs, which was Complainant's main Envision related claim.

The admission responsive to this request is relevant to Complainant’s retaliation claim under the Sarbanes-Oxley Act in that it directly deals with causal and corrective actions Respondent took against him.

Wells Fargo refused to provide discoverable documentation and communications to or from Wells Fargo CEO John Stumpf etc...

In the Matter of; George Hartzman, Complainant, v. Wells Fargo Advisors, LLC., Respondent, Case No. 2013-SOX-00045 with the United States Department of Labor, Office of Administrative Law Judges, presided over by Judge Kenneth A. Krantz, Wells Fargo refused to provide the following discoverable documentation and communications;

Narrowed and clarified Request for Production of Documents 1;

"Please provide all discoverable documentation and communications to or from A; Danny Ludeman, B; John Stumpf, C; David Carroll, D; Manager, Employee Activities Group at Wells Fargo Advisors' Stacey Mitchell, E; Director of Registration and Employee Activities' Don Geczi, F; Investigations Director Michael Bacon, G; William Rogers, H; Doug Lowe, I; whom ever BoardCommunications@wellsfargo.com is, J; then Wells Fargo EVP & Deputy Chief Auditor Karl Riem, K; Wells Fargo Audit Director Grant Carlson and L; Employment and Director of  Human Resources' Bruce Berrol, relating to George Hartzman’s Wells Fargo "alleged whistleblower complaint" as described by Messrs. Pope and Keating on July 18, 2014, between November 1, 2011, and January 31, 2013.
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The following email was sent to Aaron Landry and William Rogers on February 22, 2012;

From: Hartzman, George Sent: Wednesday, February 22, 2012 9:55 AM
To: Landry, Aaron Cc: Rogers, William H.
Subject: Please provide an update on the ethics thing.
Attachments; 10k.doc

The unequal accumulation of political resources 
points to an ominous possibility:

Political inequalities may be ratcheted up, so to speak, 
to a level from which they cannot be ratcheted down.

The cumulative advantages in power, influence, and authority 
of the more privileged strata may become so great 
that .. a majority of ordinary citizens…are simply unable
…to overcome the forces of inequality arrayed against them.”

Robert Dahl

"One of the central characteristics of highly unequal societies
is that two sets of laws develop:

One set for the rich and powerful and one set for everyone else.

The more unequal societies become, the more easily they accept the unacceptable,
and with each unrebuked violation, the powerful actors at the top
...gain an ever greater sense of entitlement and an ever greater sense
that the laws that govern everyone else don’t apply to them.

As a result, their behavior becomes increasingly egregious.

Over time, citizens lose faith in government
and their own ability to thrive in what becomes a corrupt economy.

When powerful players are permitted to alter established rules at will,
capitalism ultimately collapses.

Contracts and the idea of a fair bargain become meaningless
as less powerful parties to an agreement
know their rights will not be enforced.

This uncertainty leads the small businesses,
which are so often cited as important to our economy,
to shy away from new activities that might put them at the risk
of unequal treatment.

In contrast, sustainable capitalism
requires that all participants in a contract or bargain
believe their interests will be enforced equally by the courts:

Capitalism requires that Lady Justice wear a blindfold."

Bruce Judson
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[Aaron Landry's reply;] From: Landry, Aaron Sent: Wednesday, February 22, 2012 10:37 AM To: Hartzman, George Cc: Rogers, William H.; Lowe, Doug

Subject: Re: Please provide an update on the ethics thing.

George

As discussed the region is looking into your concerns and i will be back to you when we have a response. I hope that will be this week.

Aaron Landry
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[Excerpts from the attachment entitled 10k which was forwarded along with Aaron Landry's reply on March 4, 2012 at 12:12 PM;] subject: Please provide an update to aaron.l.landry@wellsfargoadvisors.com, danny.ludeman@wellsfargoadvisors.com, john.g.stumpf@wellsfargo.com, d.carroll@wellsfargo.com, stacey.mitchell@wellsfargoadvisors.com, don.geczi@wellsfargoadvisors.com, baconmij@wellsfargo.com, bill.rogers@wellsfargoadvisors.com, doug.lowe@wellsfargoadvisors.com, BoardCommunications@wellsfargo.com, karl.f.riem@wellsfargo.com, Grant.Carlson@wellsfargo.com, Bruce.J.Berrol@wellsfargo.com;

"...Ethics Committee Review

If a disclosure, request for approval, or exception request arises that is not discussed in the Code, or if application of the rule to a set of circumstances is unclear or has broad policy implications, the Code Administrator or member of the Operating Committee who initially received the request or disclosure may forward the documentation to the corporate secretary, care of Wells Fargo Legal Group, for referral to and resolution by the Ethics Committee.

The corporate secretary or the Ethics Committee will notify the Code Administrator and the Operating Committee member of the Ethics Committee’s decision.

A copy of each disclosure or request, noting the approval or disapproval by the Ethics Committee, must be returned to the team member and a copy, with the team member’s Employee ID included, shall be forwarded to Employee Records for placement in the team member’s official personnel file.

Executive Officer Exceptions

Exceptions to the Code for the chief executive officer and other executive officers of Wells Fargo & Company must be approved by the Audit and Examination Committee of the Board of Directors of Wells Fargo & Company and, if approved, will be promptly disclosed to Wells Fargo stockholders in accordance with legal and regulatory requirements.

Recordkeeping

Code Administrators are responsible for all Code-related recordkeeping.

All disclosures, requests for approval or consent, requests for exceptions, and other Code documentation must be retained in the team member’s official personnel file.

https://www.wellsfargo.com/downloads/pdf/about/team_member_code_of_ethics.pdf

...The Fed didn’t tell anyone which banks were in trouble so deep 
they required a combined $1.2 trillion on Dec. 5, 2008, their single neediest day. 

Bankers didn’t mention that they took tens of billions of dollars in emergency loans 
at the same time they were assuring investors their firms were healthy. 

Bloomberg

We reduced short-term borrowings due to the continued liquidation
of previously identified non-strategic and liquidating loan portfolios,
soft loan demand and strong deposit growth.”

2009 10k

Any form of “gaming” to receive compensation, 
...is in direct violation of company policy and this Code. 

Gaming is defined as the manipulation, misrepresentation, or both 
of ...reporting in an attempt to receive compensation...

Wells Fargo’s Code of Ethics and Business Conduct

C. Insider Trading

Insider trading involves the purchase or sale of securities of a company
or other entity while in possession of material, nonpublic information
(also called “inside information”) about the company or entity.

1. Material Inside Information - “Inside” or “nonpublic information”
is information about a business organization
that is not generally available to or known by the public.

Such information is considered to be “material”
if there is a likelihood that it would be considered important
by an investor in making a decision to buy or sell a company’s securities…

Director Code of Ethics
Wells Fargo & Company

Information should be presumed “material” 
if it relates to, among other things, any of the following:
• earnings or financial results, before publicly disclosed;
• significant gains or losses;
• significant merger or acquisition proposals or agreements;
• significant purchase or sale of assets; • significant borrowing; • major litigation;
• new debt or equity offerings; • liquidity problems; or • significant management changes.

Director Code of Ethics
Wells Fargo & Company

Board members must avoid conflicts of interest
or the appearance of conflicts of interest in their activities.

A conflict of interest is a situation in which a director’s personal interest
or outside economic interest in a matter:

...raises a reasonable question about or the appearance of such interference,
inconsistency, or improper personal benefit.\
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Ethics

We strive for the highest ethical standards with team members, customers, our communities and shareholders.  Honesty, trust and integrity are essential for meeting the highest standards of corporate governance.  They’re not just the responsibility of our senior leaders and our board of directors.  We’re all responsible.  All 275,000 of us.  Corporations don’t have a conscience.  People do.  Our ethics are the sum of all the decisions each of us makes every day.  If you want to find out how strong a company’s ethics are, don’t listen to what its people say.  Watch what they do.  This is even more important in our industry because everything we do is built on trust.  …Our customers trust us to protect their money.

…They trust our financial consultants to give them the right financial advice.

..We behave ethically when we:

•Value and reward open, honest, two-way communication.
•Hold ourselves accountable for, and are proud of, our decisions and our conduct.
•Only make promises we intend to keep—do what we say we’ll do.
If things change, let people know.
•Share information with our colleagues that they need, and let them know if things change.
•Avoid any actual or perceived conflict of interest.
•Comply with the letter and the spirit of the law.
•Acknowledge and apologize for our mistakes,
and learn from our errors so we don’t make them again.

We want compliance and risk management to be part of our culture, an extension of our code of ethics.  Everyone shapes the risk culture of our company.  We encourage all team members to identify and bring risk forward.  We should thank them for doing so, not penalize them.  Ben Franklin was right: An ounce of prevention is worth a pound of cure.
We value what’s right for our customers in everything we do.  …Our customers—external and internal—are our friends.  We advocate for their best financial interests.

…We put their long-term financial interests first by: Starting every discussion with what’s best for them.

https://www.wellsfargo.com/invest_relations/vision_values/6

What am I supposed to tell my clients?

As a Fiduciary, how should I respond?

If the investigation is complete, where is the report?

Please explain how I am acting in my clients best interests
If I accept your answer and do nothing more?

How can I disclose "all material facts"
If I am not informed of what they are?

I thought I had a "reasonable, independent basis for their investment advice"
Until it was reported that I may not have had, which creates a conflict of interest
Which  I have not been given a way to deal with
If I don't know what I should ?

As a Fundamental Choice Portfolio Manager
Do I not have a fiduciary obligation to my clients?

If my job is to act in the best interests of my clients, and a question of the best interests of my clients has been questioned,
How should I respond to what some may consider to be an obfuscational response?

Did the Board of Directors oversee the investigation?

The Audit and Examination Committee of the Wells Fargo & Company Board of Directors 
will oversee the investigation of concerns raised about accounting,
internal accounting controls, and auditing matters.

Wells Fargo’s Code of Ethics and Business Conduct

Sarbanes–Oxley Act

Title III ...mandates that senior executives take individual responsibility
for the accuracy and completeness of corporate financial reports...

Were the reports accurate?

Was this information disclosed?

...Wells Fargo bought Wachovia Corp., 
...because depositors were pulling their money from Wachovia, 
the Fed channeled $50 billion in secret loans…through two emergency-financing programs 
to prevent collapse before Wells Fargo could complete the purchase.

Bloomberg

Is this correct?

Falsification of any company or personal information that you provide is prohibited. 

Falsification refers to knowingly misstating, altering, 
adding information to, or omitting or deleting information 
from a Wells Fargo record or system 
which results in something that is untrue, fraudulent, or misleading.

Wells Fargo’s Code of Ethics and Business Conduct 

If some misled, or ommitted…
How can the case be closed?

If it is my responsibility to raise concerns and nothing happens,
What is my responsibility to whom after?

Is this a usual response for those who stick their necks out?

Should one who raises concerns be informed of the investigative outcome?

[End excerpt]
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As far as Complainant can tell, Respondent produced only the following relative to the Request for Production Number One, which is evidence of an adverse action, as Ken Tolson didn't respond to an initial email from Board Communications and then waived the Board off of Complainant's communication containing evidence of securities fraud, insider trading and violations of Wells Fargo's Code of Ethics by Respondent;
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From: Board Communications Sent: Monday, March 05, 2012 2:41 PM
To: Tolson, Ken
Subject: BOD Case HARTZ0304412B Hartzman, George DUE 3/16/12

...CRA Complaints recieved the following BOD Case HARTZ0304412B Hartzman, George DUE 3/16/12. Please review the attachment and advise within one business day if your line of business can assist with the following customer's concern. We will close the case on our end with your acceptance. If this should be routed elsewhere, please let us know.

Thank you,

Jessica Venable
Compliance Specialist
CRA Risk Management
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From: Board Communications Sent: Wednesday, March 07, 2012 11:09 AM
To: Tolson, Ken
Subject: FW: BOD Case HARTZ0304412B Hartzman, George DUE 3/16/12

...Please indicate if you will be responding to this case. We can close the case on our end with your acceptance.

Thank you,

Jessica Venable
Compliance Specialist
CRA Risk Management
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From: Tolson, Ken
Sent: Wednesday, March 7, 2012 2:19 PM
To: Board Communications
Subject: RE: BOD Case HARTZ0304412B Hartzman, George DUE 3/16/12

Jessica,

This issue is being looked in to and the complainant has been contacted. Please let me know if I can assist with anything else.

Sincerely,

Ken

From: Board Communications Sent: Wednesday, March 07, 2012 5:24 PM
To: Tolson, Ken
Subject: RE: BOD Case HARTZ0304412B Hartzman, George DUE 3/16/12

Ken,

Thank you - that note is perfect!

Jessica Venable
Compliance Specialist
CRA Risk Management
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From: Board Communications Sent: Friday, March 09, 2012 9:50 AM
To: Tolson, Ken
Subject: RE: BOD Case HARTZ0304412B Hartzman, George - ADD INFO

Good Morning Ken,

CRA received additional information regarding BOD Case HARTZ030412B Hartzman, George DUE 3.16.12. The case has been closed on our end with your acceptance, however, we want to provide you with all relevant case information that we continue to receive. Thank you,

Jessica Venable
Compliance Specialist
CRA Risk Management

From: Board Communications Sent: Friday, March 09, 2012 1:03 PM
To: Tolson, Ken
Subject: RE: BOD Case HARTZ0304412B Hartzman, George - ADD INFO

Ken,

Shortly after I sent the below email regarding additional info, the Board inbox received the attached from Corp Security.

Jessica Venable
Compliance Specialist
CRA Risk Management
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From: Tolson, Ken
Sent: Monday, March 12, 2012 8:26 AM
To: Board Communications
Subject: RE: BOD Case HARTZ0304412B Hartzman, George - ADD INFO

Jessica,

Thank you for this update... I heard this morning these new complaints are also being looked in to. The complainant has not been responded to regarding the new complaints as of this moment but he will be contacted promptly...

Sincerely,
Ken
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By Messrs. Keating and Pope's count per their August 8, 2014 motion, which most likely didn't include the total number of actual responses, emails I sent in August, 2014 generated eleven responses from those who received the communication from Wells Fargo, and ten responses from Littler employees.

Messrs. Keating and Pope appear to contend that there was not one response to any of the emails directed at those identified in Request for Production Number One other than what appears to be an adverse act, after producing responses from some of the same people in August 2014 to make their case for a motion that would favor their case.

Messrs. Keating and Pope said they had more discoverable evidence on March 28, 2014, and then said they produced all the discoverable evidence on September 5, 2014.

It appears Wells Fargo is withholding relevant and discoverable evidence that may show motive, cause and/or retaliation by Wells Fargo in violation of the rules of discovery.

Complainant, as a shareholder, employee with fiduciary responsibilities to his clients with accounts governed by the Advisors Act, and as a client of Wells Fargo, in which Wells Fargo contractually acted as a fiduciary, please compel Respondent to produce what Messrs. Keating and Pope said they had but chose not to produce in March, and any other discoverable evidence asked for within Production of Documents Number One.

If Respondent contends some or all of the documents requested are attorney-client privileged, please compel the production of a privilege log identifying and detailing the same.