I
believe Wachovia, Wells Fargo, KPMG, the Securities and Exchange Commission
(SEC), The Financial Industry Regulatory Authority (FINRA) and the Federal
Reserve illegally misled Wachovia’s shareholders. I believe I disseminated inaccurate advice to
clients governed by the Investment Advisors Act of 1940, based on information
audited by KPMG and withheld by Wachovia and Wells Fargo’s executive
management.
The Sarbanes-Oxley Act of 2002, which I have taught in ethics courses for CPAs over the last 10 years, requires executive officers and directors of companies to personally attest that each annual and quarterly SEC securities filings have been personally reviewed and financial statements fairly present, in all material respects, a company’s financial condition. The CEOs and CFOs of America’s largest banks have certified their reports don’t contain any material misstatements or omissions.
Wachovia stock price on date of first TAF
loan: 3/27/2008 - Last Trade: 27.07
Wachovia price on date of completed merger with Wells: 12/31/2008 - Last Trade: 5.54
As of January 31, 2008, there were 1,981,983,990 Wachovia shares outstanding.
27.07 - 5.54 = 21.53 x 1,981,983,990 = $42,672,115,304.70 Wachovia market capitalization lost between the first undisclosed TAF loan and Wells merger.
SEC Interpretation: "Management's Discussion and Analysis of Financial Condition and Results of Operations; Certain Investment Company Disclosures" states "Many financial institutions, such as thrifts and banks, are receiving financial assistance in connection with federally assisted acquisitions or restructurings...If these or any other types of federal financial assistance have materially affected, or are reasonably likely to have a material future effect upon, financial condition or results of operations, the MD&A should provide disclosure of the nature, amounts, and effects of such assistance..." http://www.sec.gov/rules/interp/33-6835.htm
I believe Wachovia’s shareholders were misled by Wachovia and Wells Fargo’s management, KPMG, and at least the Federal Reserve and the U.S. Treasury Department. Under Sarbanes-Oxley, public companies must promptly disclose information about material changes in financial conditions or operations. Financial information in press releases or other public disclosures must not “contain an untrue statement” or omit the statement of a material fact necessary to make the statement not misleading. The company’s accountants are required to attest to and report on the assessments made by company’s management.
On October 3, 2008, the $700 billion Troubled Asset Relief Program (TARP) was signed into law by U.S. President George W. Bush. The Federal Reserve approved Wachovia’s merger with Wells Fargo on October 12, knowing of unreported Fed loans to both companies. On October 14, Treasury Secretary Henry Paulson announced the government would overtly "invest" in the nine largest American banks, after the Federal Reserve had already “covertly” loaned money to many of the same firms including Wells Fargo through other means.
The U.S. Treasury invested $25 billion in taxpayer money between Bank of America and Merrill Lynch. On October 24, after announcing plans to purchase Merrill Lynch, Bank of America received public criticism for offering about $3.6 billion for Merrill broker retention bonuses to keep them from defecting from the new “bank” owner.
WellsFargo received $25 billion from TARP on
October 28.
Mr. Steel was at least aware of Wachovia’s Federal Reserve loans since July, 2012, if not the undisclosed loans to multiples of other financial institutions.
Wikipedia states with references, "...the Congressional Oversight Panel [COP] concluded in a report dated February 6, 2009, “the Treasury paid substantially more for the assets it purchased under the TARP than their then-current market value. The COP found the Treasury paid $254 billion, for which it received assets worth approximately $176 billion, for a shortfall of $78 billion," meaning it appears the government artificially stimulated markets and profitability by paying some in the financial sector more for what some assets were worth, without many financial institutions or the Treasury informing many regulatory authorities, the public, shareholders or Congress.
If Mr. Steel was “the principal adviser…on matters of domestic finance and led the department's activities regarding theU.S.
financial system, fiscal policy and operations”, how could he not have known
and acted on undisclosed material information?
I believe Sarbanes/Oxley has been violated. I believe my client's best interests have been violated. I believe I provided my fiduciary clients inaccurate information provided by Wells Fargo’s executive management and audited by KPMG. I believe no one has been held accountable. I believe my clients and Wachovia shareholders lost money as a select few profited from material insider information illegally provided, enabled and consented to by US taxpayer funded government political appointees and employees.
I
believe my clients and Wachovia shareholders lost as insiders profited from
material undisclosed information. I
believe most financial plans created to earn ‘retention’ bonuses defrauded the
government after Wachovia and Wells Fargo merged while in possession of
taxpayer funded bailouts.
This journey began by providing an external email address and
phone number to Wells Fargo 's confidential ethics
hot line, after which I was contacted on multiple occasions by investigators on
my company email and phone. Realizing my anonymity was compromised and my family’s safety at risk after the first internal
‘investigation’ was ‘closed’ in the first week of January, 2012, I took the
issues to my local manager, after which Wells Fargo's executive management enlisted
an outside ‘independent’ investigator who promptly found no merit to my assertions. Thinking I could mitigate personal risk by contacting
regulatory authorities, I filed with the Securities and Exchange Commission (SEC)
and the Financial Industry Regulatory Authority (FINRA) DC Office of the Whistleblower
which went nowhere. I then filed with the
NC Secretary of State Securities Division, who investigated and referred files
to Atlanta 's SEC
and FINRA offices. The financial
plan/bonus matter went back to FINRA’s DC Office of the Whistleblower from Atlanta and on to Kansas City's FINRA regional office, where Wells Fargo
Advisors home office is located. And then nothing.
American regulatory authorities will not say whether a case exists or if
a case is opened or closed, even though I contacted the government during and after
interactions with Wells Fargo management, leaving myself and loved ones at risk
of reprisal.
My employment at Wells Fargo Advisors was terminated on Monday, October 8, 2012 in direct retaliation for disseminating whistleblower information that our regulatory infrastructure seems unwilling to act upon and our mass media won’t report. My “U5” states “Termination Explanation: Violation of the firm’s policies, including policies prohibiting the disclosure of the firm’s proprietary and/or internal use only information”.
I have worked as a financial adviser since 1993, taught CPA and attorney financial ethics inNorth Carolina for the last 10 years, and
foresaw the worst financial crisis since the Great Depression, as the performance
reports illustrate.
My employment at Wells Fargo Advisors was terminated on Monday, October 8, 2012 in direct retaliation for disseminating whistleblower information that our regulatory infrastructure seems unwilling to act upon and our mass media won’t report. My “U5” states “Termination Explanation: Violation of the firm’s policies, including policies prohibiting the disclosure of the firm’s proprietary and/or internal use only information”.
I have worked as a financial adviser since 1993, taught CPA and attorney financial ethics in
This is the story so far.
On 3/13/2007, I purchased shares of SDS in my own account. SDS is a leveraged inverse Exchange Traded
Fund (ETF), whose objective is to rise 2% for every 1% the S&P 500
falls. In the fourth quarter of 2008 I
sold SDS in two blocks, realizing a total gain of about 51%. In July, 2007, I shorted Bear St earns in my own account and closed
the position with a 97% profit on 3/7/2008.
“Shorting” means making an investment that increases in value when other
“long” investments fall. I shorted Pulte
Homes, KB Homes and Lennar in my own account, and realized about a 65% gain in
October, 2008.
According
to Bloomberg News, on March 27,
2008, Wachovia borrowed $3.5 billion from the Federal Reserve’s Term
Auction Facility (TAF) which was not disclosed to the firm’s shareholders and
not reported in the company’s required securities filings.
On March 28, 2008, Wachovia’s stock lost about 4%. I believe if Wachovia had announced the loan
details at the time as required by law, the stock price would most likely have
gone up instead.
Not
reporting Federal Reserve material borrowings, credit lines, terms and interest
rates is a violation of Sarbanes/Oxley laws, and not informing employees who
managed advisory accounts was a violation of fiduciary duties as described in
the Investment Advisors Act of 1940.
Bloomberg compiled and reported “21,000 transactions” from 2008
and 2009, after reviewing “29,346 pages of documents obtained under the Freedom
of Information Act” from the Federal Reserve, on August 22, 2011, including
undisclosed loans to Wachovia and Wells Fargo amongst others which appears to include
BB&T and Ally Financial, formerly GMAC.
KPMG was/is the auditor for both Wachovia and Wells Fargo.
The Sarbanes-Oxley Act of 2002, which I have taught in ethics courses for CPAs over the last 10 years, requires executive officers and directors of companies to personally attest that each annual and quarterly SEC securities filings have been personally reviewed and financial statements fairly present, in all material respects, a company’s financial condition. The CEOs and CFOs of America’s largest banks have certified their reports don’t contain any material misstatements or omissions.
Some
banks which received Term Auction Facility (TAF) loans disclosed details in
their securities filings per Sarbanes/Oxley laws, like Union Bank & Trust and
Peoples Bank of North Carolina . Wachovia’s, and later Wells Fargo’s
securities filings did not account for the TAF loans, total credit lines,
interest rates, collateral pledged or amounts of loans outstanding as other
banks did as required by Sarbanes/Oxley and SEC rules.
KPMG was/is the auditor for both Wachovia and Wells Fargo.
Multiples of other firms look like they also didn't disclose total credit lines, interest
rates, collateral pledged and amounts outstanding from the Federal Reserve.
It appears that Wachovia
CEO Robert St eel bought Wachovia’s stock in a breach
of trust, confidence and his fiduciary duty to my clients and shareholders while
in possession of material, nonpublic information about Wachovia. Mr. Steel most likely knew about other firm’s
borrowings via his time spent at the U.S. Treasury Department.
On July 9, 2008, Robert Steel became president and CEO of Wachovia
Corporation after working
for Goldman Sachs from 1976 to 2004 and the US Treasury under former Goldman
Sachs CEO Henry Paulson from October 10, 2006 until July 9, 2008. Mr. Steel was “the principal adviser to
the secretary on matters of domestic finance and led the department's
activities regarding the U.S. financial system, fiscal policy and operations,
governmental assets and liabilities, and related economic matters,”
according to Wikipedia’s biography.
On July 22, 2008, Mr. Steel personally purchased 1,000,000 shares
of Wachovia’s stock as the
company’s TAF borrowing reached $12.5 billion, which appears not to have been
disclosed in securities filings audited by KPMG.
In an interview with CNBC's Jim Cramer On Monday, September 15, 2008, Robert Steel said "I think it's really about...transparency. People have to understand the assets and really be able to say, this is what I own... Complete disclosure. ...we can work through this with transparency, liquidity and capital. ...Our strategy was to give you all the data so you could make your own model. We tell you what we're doing... ...we're raising capital ourselves by basically shrinking the balance sheet, cutting the dividend, cutting expenses. We can create more capital ourselves that way... for now, we feel like we can work through this..." After Jim Cramer asked "Should there be any sort of quick regulatory relief from the SEC that would make life easier to be able to make your bank much stronger?", Mr. Steel responded "I don't think it's about my bank."
In an interview with CNBC's Jim Cramer On Monday, September 15, 2008, Robert Steel said "I think it's really about...transparency. People have to understand the assets and really be able to say, this is what I own... Complete disclosure. ...we can work through this with transparency, liquidity and capital. ...Our strategy was to give you all the data so you could make your own model. We tell you what we're doing... ...we're raising capital ourselves by basically shrinking the balance sheet, cutting the dividend, cutting expenses. We can create more capital ourselves that way... for now, we feel like we can work through this..." After Jim Cramer asked "Should there be any sort of quick regulatory relief from the SEC that would make life easier to be able to make your bank much stronger?", Mr. Steel responded "I don't think it's about my bank."
I believe Wachovia could have survived as an independent entity if
the loans had been disclosed. The European Central Bank (ECB) publicly announced
details of its Long-Term Refinancing Operation (LTRO) in 2011. The English Guardian newspaper reported
"The ECB said 523 banks had borrowed €489bn under the new lending
arrangement, [LRTO] and analysts said the large-scale take-up showed that
institutions felt that there was no stigma attached to applying for the
loans."
After not reporting TAF loans, Wachovia's CEO wrote "I,
Robert K. Steel, certify that: I have
reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30,
2008 of Wachovia Corporation; Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report; Based on my knowledge, the financial
statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this
report" on October 30, 2008.
The
Wall Street Journal reported the SEC investigated claims Steel made about the
future of the bank before it started talks about a potential merger.
Wachovia price on date of completed merger with Wells: 12/31/2008 - Last Trade: 5.54
As of January 31, 2008, there were 1,981,983,990 Wachovia shares outstanding.
27.07 - 5.54 = 21.53 x 1,981,983,990 = $42,672,115,304.70 Wachovia market capitalization lost between the first undisclosed TAF loan and Wells merger.
SEC Interpretation: "Management's Discussion and Analysis of Financial Condition and Results of Operations; Certain Investment Company Disclosures" states "Many financial institutions, such as thrifts and banks, are receiving financial assistance in connection with federally assisted acquisitions or restructurings...If these or any other types of federal financial assistance have materially affected, or are reasonably likely to have a material future effect upon, financial condition or results of operations, the MD&A should provide disclosure of the nature, amounts, and effects of such assistance..." http://www.sec.gov/rules/interp/33-6835.htm
I believe Wachovia’s shareholders were misled by Wachovia and Wells Fargo’s management, KPMG, and at least the Federal Reserve and the U.S. Treasury Department. Under Sarbanes-Oxley, public companies must promptly disclose information about material changes in financial conditions or operations. Financial information in press releases or other public disclosures must not “contain an untrue statement” or omit the statement of a material fact necessary to make the statement not misleading. The company’s accountants are required to attest to and report on the assessments made by company’s management.
On October 3, 2008, the $700 billion Troubled Asset Relief Program (TARP) was signed into law by U.S. President George W. Bush. The Federal Reserve approved Wachovia’s merger with Wells Fargo on October 12, knowing of unreported Fed loans to both companies. On October 14, Treasury Secretary Henry Paulson announced the government would overtly "invest" in the nine largest American banks, after the Federal Reserve had already “covertly” loaned money to many of the same firms including Wells Fargo through other means.
The U.S. Treasury invested $25 billion in taxpayer money between Bank of America and Merrill Lynch. On October 24, after announcing plans to purchase Merrill Lynch, Bank of America received public criticism for offering about $3.6 billion for Merrill broker retention bonuses to keep them from defecting from the new “bank” owner.
Wells
Mr. Steel was at least aware of Wachovia’s Federal Reserve loans since July, 2012, if not the undisclosed loans to multiples of other financial institutions.
Wikipedia states with references, "...the Congressional Oversight Panel [COP] concluded in a report dated February 6, 2009, “the Treasury paid substantially more for the assets it purchased under the TARP than their then-current market value. The COP found the Treasury paid $254 billion, for which it received assets worth approximately $176 billion, for a shortfall of $78 billion," meaning it appears the government artificially stimulated markets and profitability by paying some in the financial sector more for what some assets were worth, without many financial institutions or the Treasury informing many regulatory authorities, the public, shareholders or Congress.
If Mr. Steel was “the principal adviser…on matters of domestic finance and led the department's activities regarding the
I believe Sarbanes/Oxley has been violated. I believe my client's best interests have been violated. I believe I provided my fiduciary clients inaccurate information provided by Wells Fargo’s executive management and audited by KPMG. I believe no one has been held accountable. I believe my clients and Wachovia shareholders lost money as a select few profited from material insider information illegally provided, enabled and consented to by US taxpayer funded government political appointees and employees.
Even though Wachovia didn't receive TARP money, both Wachovia and Wells Fargo borrowed from the Federal Reserve's Term Auction Facility
(TAF), whose loans were not disclosed to the public by anyone until December 1,
2010 subsequent to congressionally mandated legislation and legal action.
KPMG was Wachovia and Wells Fargo ’s auditor.
Wells
Fargo's purchase of Wachovia closed on December 31, 2008. The Wall Street Journal reported "about
$100 billion in wealth disappeared from the Carolinas
alone when Wachovia collapsed."
I
believe if the TAF loans had been reported as required by law, a great deal of
North Carolinian wealth and jobs would not have been lost.
After not reporting TAF loans, Bloomberg reported Wells Fargo Chairman
Richard Kovacevich
saying that even though Wells Fargo didn’t want the
money, it had to comply with the same rules that the government put on banks that
did need it, on March 16, 2009. “If we were not forced to take the TARP money,
we would have been able to raise private capital at that time” said Mr. Kovacevich,
who maintained that Wells Fargo didn’t need to cut the dividend to preserve
cash. The Boston Globe reported “Wells Fargo chairman
Richard Kovacevich initially said he did not want TARP money and later called
government stress-tests tied to the program "asinine."
To qualify for TARP,
Henry "Hank" Paulson required the institutions to: "[Require] clawback of any bonus or
incentive compensation paid to a senior executive based on statements of
earnings, gains or other criteria that are later proven to be materially
inaccurate…”
On
December 31, 2009, less than a month after announcing Wells Fargo was to pay
off TARP, and stating that “our capital ratios are growing organically …as
Wells Fargo’s business model continues to generate capital internally as we
historically have, Wells Fargo & Company’s
(NYSE: WFC) board of directors approved
a grant of retention performance shares
for President and CEO John G. Stumpf and three other executive officers.”
During 2008, I
executed short trades in Goldman Sachs, Capital One, MBIA, Merrill Lynch,
Moody’s and State Street
Corporation, as well as buying and selling inverse ETF’s covering financials
and real estate.
I executed
similar trades through the first quarter of 2009, unaware of the Federal
Reserve’s secret loans and the Treasury’s largess, as the companies I worked
for as well as many others did not disclose material information in their
securities filings, even though insiders coincidently profited from equity and
stock option transactions.
On 3/31/2009 I had more than
60 Asset Advisor accounts subject to the Investment
Advisers Act of 1940, where the financial advisor has a fiduciary duty to act
in the best interest of clients. I
charged most of my Asset Advisor accounts annual fees of 1%, meaning Wachovia
Securities received $1,000 on a $100,000 account. I would receive about one third of the fees
as net compensation before taxes ect...
I was not paid extra on investments with embedded fees in the accounts,
but client annual costs included both, so total annual costs for most clients
was a bit above 1%.
On 3/31/2009, total assets
under management in my book of business was $35,595,572.83, including both
fiduciary and non fiduciary accounts.
Many of my
clients entered into many similar trades at relatively the same time, as the following account performance reports show. These illustrate some of the best un-audited Asset Advisor performance reports in my
book of business, as of June, 2010.
These accounts were
governed by the Investment
Advisers Act of 1940. Multiples
of Federal and state laws require investment brokers be held to fiduciary
standards for advisory accounts, requiring advisors to act solely in the best
interest of their clients.
The solid lines on the following pages show how much more these clients made compared to the dotted lines which represent selected financial markets;
Advisors must
disclose any conflict, or potential conflict, to their clients prior to and during
a business engagement. A Wells Fargo Advisors client approved flier states
“Fiduciary duty represents the highest degree of trust and confidence that the
investment advisor will act in your best interest. Investment Advisors are governed by the
Investment Advisers Act of 1940 and
applicable state securities laws, which govern conduct and disclosure
requirements, creating a high legal standard referred to as “fiduciary”
duty. As a fiduciary, your investment
advisor has the duty to: Make full and fair disclosure of all material facts,
particularly where the advisor’s interests may conflict with the client’s. Have a reasonable, independent basis for
their investment advice. Be loyal to
clients. An advisor will be measured
against a higher standard of conduct than a broker. In such agreements, the firm and your
Financial Advisor explicitly acknowledge an advisory relationship and
obligations to you.”
I was one of the only
advisors at Wells Fargo Advisors who did well in the downturn. After the first quarter
of 2009, my personal and client investment performance suffered dramatically as
markets went relatively strait back up in defiance of fundamentals and common
sense, as many who were aware of undisclosed material information profited.
As I did not understand what
was happening at the time, I took many accounts to cash to curtail losses, but most
of my clients did not participate in the run up in the markets, which rose in
response in part to massive undisclosed liquidity provided by the Federal
Reserve and the Treasury Department.
Many
who remained relatively invested made much of their money back, while me and
mine lost. As a result, I lost client
accounts and my personal income fell from 2009 to 2012.
After most of Wachovia’s shareholders were locked into losses on
completion of the merger, Mr. St eel
ended up far better off, knowing what most didn’t.
On June 22, 2010, Robert Steel was appointed Deputy Mayor for
Economic Development by New York
City Mayor Michael Bloomberg, after which, Steel resigned his seat on the Wells
Fargo board. According to Morningstar
data, Mr. Steel owned 601,903 shares of Wells Fargo in 2010, which would be
worth $20,446,644.91 as of October 26, 2012.
\
On
Nov 28, 2011, Bloomberg published “Secret Fed Loans Gave Banks Undisclosed $13B,” which stated “The Federal Reserve
and the big banks fought for more than two years to keep details of the largest
bailout in U.S. history a secret. ...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.”
Rolling Stone's Matt Taibbi "Secret and Lies of the Bailout"
Bloomberg
estimated the profits from the undisclosed Federal Reserve Loans was $878.2
million for Wells Fargo, and $149.4 million for Wachovia, as my clients
accounts went sideways to down after both companies failed to disclose material
information on their financial conditions.
Rolling Stone's Matt Taibbi on George Hartzman's Whistleblower Filing
After reviewing the Bloomberg
article, I chose to file an complaint through Wells Fargo’s internal ethics
line in early December, 2011.
On
January 4, 2012, an email in response to my ethics line complaint from a Senior
Investigative Agent and Vice President from Wells Fargo Corporate Investigations said “Please
confer with your manager if you feel the need, but our case is closed.”
I
believe Wachovia and Wells Fargo
received TARP money but did not disclose secret loans from the Federal Reserve,
violating disclosure laws of Sarbanes/Oxley.
I
believe Wachovia and Wells Fargo’s executive management misled taxpayers,
shareholders and Congress concerning material information. In doing so, executives violated fiduciary
duties to the firms financial advisors and their clients while gaming executive
compensation at the expense of Wachovia shareholders, whose stock probably
wouldn’t have dropped as much if the loans had been disclosed under law.
George Hartzman
President and Chief Economist: Think Professional Education
Former Vice President/Investments, Fundamental Choice Portfolio Manager,
WellsFargo
Advisors
Greensboro, North Carolina
President and Chief Economist: Think Professional Education
Former Vice President/Investments, Fundamental Choice Portfolio Manager,
Wells
Greensboro, North Carolina
The Examiner's Kenneth Schortgen Jr.
on George Hartzman and Wells Fargo Envision Plans
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