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View Full Version : U.S. Issues Ken Lewis just fried Paulson's ass


petegz28
06-11-2009, 09:22 AM
Lewis is testifying now and he just said under oath that in a discussion with Hank Paulson on Dec 21st 2008, Paulson told Lewis that if he tried to pull out of the Merrill deal that Paulson would or could, though Lewis recalled the word "would", fire the board and managment of Bank of America.

KC native
06-11-2009, 09:25 AM
Ken Lewis had already agreed to the deal based upon their previous due diligence work. After he had already agreed to the deal and it had been announced was when he tried to back away (bc they realized their due dili on the first pass was wrong). That would have made Merrill collapse and would have made the credit crisis worse and that's not even considered the stock manipulation side of things either.

KC native
06-11-2009, 09:27 AM
BTW I'm not a Paulson fan either. He has initiated one of the largest wealth transfers ever (from tax payers to insolvent financial institutions).

FTR Ken Lewis was a horrible CEO (the fucking idiot bought countrywide when he could have waited until they were bankrupt and bought the assets for pennies on the dollar). He's still being deceitful to this day so I say to hell with him.

petegz28
06-11-2009, 09:28 AM
Ken Lewis had already agreed to the deal based upon their previous due diligence work. After he had already agreed to the deal and it had been announced was when he tried to back away (bc they realized their due dili on the first pass was wrong). That would have made Merrill collapse and would have made the credit crisis worse and that's not even considered the stock manipulation side of things either.

Maybe so but that doesn't change the fact that when Lewis was going to invoke something called the "MAC" (?), which he was legally entitled to do, Paulson bullied him.

We can't have the Treasury dictacting that sort of shit. That was a flat out threat. I don't like Lewis but I don't like Paulson even more.

SBK
06-11-2009, 09:32 AM
File this under duh, and throw it away so the people who think every bank wanted these dealings with the gov't don't see it.
Posted via Mobile Device

KC native
06-11-2009, 09:35 AM
Maybe so but that doesn't change the fact that when Lewis was going to invoke something called the "MAC" (?), which he was legally entitled to do, Paulson bullied him.

We can't have the Treasury dictacting that sort of shit. That was a flat out threat. I don't like Lewis but I don't like Paulson even more.

You're failing to consider what Merrill's failure would have meant to the market. Lehman was allowed to descend into chaos and we saw the effect that had.

Also, you're failing to consider that the deal had been announced and finalized. This would have brought up even worse allegations of stock manipulation. It would have destroyed the Fed's, Treasury's, and SEC's credibility unless someone would have went to jail right after.

All in all, Ken Lewis shouldn't have agreed to the deal and announced it based on their shoddy work and then try to back out at the last minute because their countrywide purchase and soon to be ML purchase were going to put them in a worse position than they were.

petegz28
06-11-2009, 09:52 AM
You're failing to consider what Merrill's failure would have meant to the market. Lehman was allowed to descend into chaos and we saw the effect that had.

Also, you're failing to consider that the deal had been announced and finalized. This would have brought up even worse allegations of stock manipulation. It would have destroyed the Fed's, Treasury's, and SEC's credibility unless someone would have went to jail right after.

All in all, Ken Lewis shouldn't have agreed to the deal and announced it based on their shoddy work and then try to back out at the last minute because their countrywide purchase and soon to be ML purchase were going to put them in a worse position than they were.


this is me.....I don't care what would have happened if Merrill failed. There was obviously legal options for Lewis to bail out of the deal via the MAC. Or Paulson would not have made such a threat. And I think the Fed, Treasury and SEC have done enough on their own to destroy their own credibility.

I get so sick and tired of hearing that the world would have ended if this company wasn't bailed out or that company wasn't allowed to be bought, etc., etc.

Tough shit. That is how it goes. And as with all things it probably would not have been near as bad as some claim. Considering Merrill still found $100's of millions to pass around to their executives I call hooey on the whole fucking argument that life ends if Merrill went under. Would it have hurt? Yes. Would we have made it through it? Yes. Would the tax payer be in better shape? Probably.

Taco John
06-11-2009, 09:59 AM
File this under duh, and throw it away so the people who think every bank wanted these dealings with the gov't don't see it.
Posted via Mobile Device

"They didn't have to take the money. It was a choice."

/dopey individuals

KcFanInGA
06-11-2009, 10:08 AM
You're failing to consider what Merrill's failure would have meant to the market. Lehman was allowed to descend into chaos and we saw the effect that had.

Also, you're failing to consider that the deal had been announced and finalized. This would have brought up even worse allegations of stock manipulation. It would have destroyed the Fed's, Treasury's, and SEC's credibility unless someone would have went to jail right after.

All in all, Ken Lewis shouldn't have agreed to the deal and announced it based on their shoddy work and then try to back out at the last minute because their countrywide purchase and soon to be ML purchase were going to put them in a worse position than they were.

Are you saying the ends justify the means? Serious question, no sarcasm or attitude on my end. If you are saying this, I disagree.

petegz28
06-11-2009, 10:09 AM
Don't get me wrong......Ken Lewis is not by any means clean in any of this. But I just frown on the Treasury forcing their will upon private sector companies in the way they allegedly have.

mikey23545
06-11-2009, 10:17 AM
But I just frown on the Treasury forcing their will upon private sector companies in the way they allegedly have.

Get used to it.

KC native
06-11-2009, 10:18 AM
Are you saying the ends justify the means? Serious question, no sarcasm or attitude on my end. If you are saying this, I disagree.

Not always. Not everything is an either or choice.

Amnorix
06-11-2009, 10:34 AM
Maybe so but that doesn't change the fact that when Lewis was going to invoke something called the "MAC" (?), which he was legally entitled to do, Paulson bullied him.

Yes, MAC.

A "Material Adverse Change" clause, which is quite standard and says that if circumstances have materially and adversely changed for whatever reason, one side is permitted to pull out of a deal.

Amnorix
06-11-2009, 10:39 AM
this is me.....I don't care what would have happened if Merrill failed. There was obviously legal options for Lewis to bail out of the deal via the MAC. Or Paulson would not have made such a threat. And I think the Fed, Treasury and SEC have done enough on their own to destroy their own credibility.


Well, maybe. I'm not sure what that MAC provision looked like, but if he cancelled the deal due to a material adverse change having occurred, Merill's only recourse is to sue him. And that's a pretty empty threat when they're teetering on the edge of bankrutpcy.

Again, he may have had a MAC out. More than likely he DID, just because of the worsening financial crisis.

KC native
06-11-2009, 10:39 AM
Here's some exceprts of emails from the FED regarding Lewis and BofA and a fairly balanced write up from the wsj (no link bc it's a subscriber article)


Fed Emails Bash BofA Chief in Tussle Over Merrill Deal

By MICHAEL R. CRITTENDEN

WASHINGTON -- Federal Reserve officials harshly criticized Bank of America Corp. and its chief executive in emails after the bank tried to pull out of its deal to buy Merrill Lynch, according to documents unearthed by congressional investigators.

During the December standoff between the big bank and top government officials, Federal Reserve Chairman Ben Bernanke dismissed the pullout threat as a "bargaining chip." Fed attorneys called the bank's arguments "not credible." And a top examiner said Chief Executive Kenneth Lewis's own claim that the bank was surprised by Merrill's mounting losses "seems somewhat suspect."
From the Archives

The emails and other documents, subpoenaed from the Fed as part of a congressional investigation led by Rep. Edolphus Towns (D., N.Y.), get inside one of the most controversial moments of the financial crisis.

They provide a rare insight into the thinking of top Fed officials, who have been criticized by Congress and others for their lack of public disclosure in the crisis.

In particular, they show how Mr. Bernanke himself played a central role in the Bank of America saga.

A transcript of the documents, assembled by congressional investigators and reviewed by Dow Jones Newswires, indicates Mr. Bernanke was willing to threaten Mr. Lewis's removal.

A Dec. 21 email from Federal Reserve Bank of Richmond President Jeffrey Lacker to Fed employees said Mr. Bernanke "intends to make it even more clear" that if Bank of America kills the Merrill deal, and later needs government assistance, "management is gone." Mr. Lacker added he had had a "long talk with Ben" about the matter, referring to Mr. Bernanke.

"These were extremely difficult times in which all parties were working nights and weekends in an effort to prevent a severe financial collapse," said Bank of America spokesman James Mahoney. "We believe it involved good people working with good intentions."

The Fed declined to comment.
[Bank of America CEO Ken Lewis.] Getty Images

Bank of America CEO Ken Lewis.

The question of who said what to whom became supercharged as a result of testimony provided by Mr. Lewis to New York Attorney General Andrew Cuomo.

That testimony was part of an investigation triggered by a Wall Street Journal article on Feb. 5, which revealed that government officials would consider ousting Mr. Lewis or other Bank of America executives if the bank ditched its planned purchase of Merrill.

Mr. Lewis testified to Mr. Cuomo that the Treasury Secretary at the time, Henry Paulson, pressured him to not disclose details about the government talks, and suggested Mr. Bernanke concurred. Mr. Bernanke later denied pressuring Mr. Lewis over the disclosure issue.

Mr. Paulson declined to comment.

The documents don't support or disprove the notion that the Fed told Mr. Lewis to not disclose information about the deal.

However, they do indicate that Fed officials discussed in-depth the predicament Mr. Lewis faced.

Mr. Lewis's accusations sparked a congressional investigation that will reach a climax Thursday, when the Bank of America chief is scheduled to testify in front of the House Committee on Oversight and Government Reform.

Bank of America agreed to acquire Merrill in September at the height of the financial crisis. When the extent of the investment bank's losses became clear, the Charlotte, N.C.-based banking giant tried to back out by invoking a clause regarding "material adverse change," or MAC, which lets companies abandon a deal under certain circumstances.

Federal officials, fearful of Merrill's collapse, pushed back hard. In the end, Bank of America received a second federal bailout, worth $20 billion, to cover some of the losses.

The emails start to heat up around Wednesday, Dec. 17, when Mr. Lewis flew to Washington to declare he wasn't prepared to go through with the Merrill deal.

His assertion was met with incredulity at the Fed.

"Ken Lewis' claim that they were surprised by the rapid growth of the losses seems somewhat suspect," Tim Clark, senior adviser at the Fed's division of banking supervision and regulation, said in a Dec. 19 email to Fed officials. "It calls into question the adequacy of the due diligence process [Bank of America] has been doing."

A memo sent to Mr. Bernanke and other officials on Dec. 21 by Kevin Warsh, a Fed governor, said the Fed and other key government attorneys concluded that Bank of America's argument "is not credible," and that there were "reputational consequences" if it pushed the matter.
[Fed Governor Kevin Warsh] Associated Press

Fed Governor Kevin Warsh

"The market would doubt the judgment of management" at BofA, and its ability to "manage risk," the memo said.

Earlier that day, Mr. Bernanke had weighed in on the threat to pull out of the Merrill deal: "I think the threat to use the MAC is a bargaining chip, and we do not see it as a very likely scenario at all," he wrote in a Dec. 21 email to a selection of Fed governors.

He also urged preparations be made "so that we can explain to [Bank of America] with some confidence why we think it would be a foolish move and why regulators will not condone it."

Mr. Bernanke increasingly became central to the deliberations. On Dec. 22, he emailed Fed Vice Chairman Donald Kohn, Mr. Warsh and others. He reported that the bank was willing to drop the idea of invoking the MAC clause and work with the government on an aid package that could be paired with Bank of America's earnings announcement in January.

Mr. Bernanke related that Mr. Lewis raised the possibility the bank could face shareholder lawsuits for proceeding with the deal, given the deterioration in Merrill's finances. "I don't think that's very likely and said so," Mr. Bernanke wrote, referring to potential lawsuits.

Around this time, the transcript indicates, Fed officials started realizing that the responsibility for the decision about whether to buy Merrill had to be Mr. Lewis's, and that the Fed shouldn't force him to do the deal. Mr. Bernanke asked the Fed's attorneys whether the central bank could help Mr. Lewis if he were to be sued, by letting him cite the Fed's position that invoking the MAC "is not in the best interest of his company."

Fed General Counsel Scott Alvarez advised against doing that. The next day, he wrote: "Making hard decisions is what he gets paid for and only he has the information needed to make the decision -- so we shouldn't take him off the hook by appearing to take the decision out of his hands."

In that same Dec. 23 exchange between Messrs. Bernanke and Alvarez, Mr. Alvarez acknowledged the Fed needed to tread a fine line. "Lewis needs to have every incentive to analyze the facts and document and justify his decision," he wrote. "If he thinks he can rely on us, he'll assert there was nothing he could do and he can be reckless."

After Christmas, Fed officials, Bank of America executives and other regulators hashed out a new rescue deal. Those talks weren't easy.

In a Dec. 29 email, Mr. Warsh expressed frustration with Bank of America officials. Its management "did not instill a ton of confidence that they have got a comprehensive handle on the situation," he emailed Messrs. Bernanke, Kohn and Alvarez.

He also complained the bank was trying to negotiate favorable terms in return for going forward with the Merrill deal. "I reminded them that they are the ones who would look equally bad in eyes of market and regulators if they chose to terminate transaction," Mr. Warsh wrote.

One thing Bank of America wanted at that time: more certainty about the government's willingness to help. The bank sought to arrange a conversation between Messrs. Lewis and Bernanke on New Year's Eve.

According to notes Mr. Lewis took during that conversation, Mr. Bernanke said: "We will not leave you in the lurch." The Fed chairman told Mr. Lewis that Bank of America was "a strong company that has acted very appropriately throughout very difficult circumstances." The notes are among the documents in the possession of the congressional committee.

Mr. Bernanke ended the call by wishing Mr. Lewis a Happy New Year.
—Dan Fitzpatrick contributed to this article

Write to Michael R. Crittenden at michael.crittenden@dowjones.com

SBK
06-11-2009, 10:41 AM
Paulson should be in jail anyway....
Posted via Mobile Device

KC native
06-11-2009, 10:41 AM
Forgot the excerpts (emphasis added on noteworthy excerpts)


Excerpts

"… Ken Lewis' claim that they were surprised by the rapid growth of the losses seems somewhat suspect. At a minimum, it calls into question the adequacy of the due diligence process BAC has been doing in preparation for the takeover."

--Dec. 19 email from Timothy Clark, senior advisor in the Fed's division of banking supervision and regulation, to Warsh, Kohn and others.
* * *

"… the recent decline in BAC's projected year end 2008 stand alone number appears to be driving as much of the decline in the combined pro forma ratios as the losses at ML, even as they are portraying the losses ML as being the key issue here."

--Dec. 19 email from Timothy Clark.
* * *

"… BAC management told us they could not provide electronic versions of ML files, and one wonders how that is possible since they have been doing the due diligence for months and having e-files would have made that much simpler and more effective for them. May have helped limit their current surprise."

--Dec. 19 email from Timothy Clark
* * *

"Merrill is really scary and ugly."

--Dec. 21 email from Malcolm Alfriend, senior vice president of Fed Bank of Richmond, to various federal officials.
* * *

"I think the threat to use the MAC is a bargaining chip, and we do not see it as a very likely scenario at all. Nevertheless, we need some analyses of that scenario so that we can explain to BAC with some confidence why we think it would be a foolish move and why regulators would not condone it."

--Dec. 21 email from Chairman Bernanke to some Fed officials
* * *

"Just had a long talk with Ben. Says they think the MAC threat is not credible. Also intends to make it even more clear that if they play that card and then need assistance, management is gone."

--Dec. 21 email from Federal Reserve Bank of Richmond President Jeffery Lacker to other Fed employees regarding a conversation he had with Bernanke.
* * *

"BA's assertion that it would successfully exercise the material adverse effects clause is not credible, according to Fed and other key US Government (USG) attorneys."

--Dec. 21 memo emailed by Warsh to Bernanke, Kohn and others.
* * *

"While the extent of the market disruptions that have occurred since mid-September were not necessarily predictable, BAC management's contention that the severity of MER's losses only came to light in recent days is problematic."

--Dec. 21 summary prepared by Deborah Bailey, deputy director in the Fed's division of banking supervision and regulation.
* * *

"He said he now fears lawsuits from shareholders for NOT invoking the MAC, given the deterioration at ML. I don't think that's very likely and said so."

--Dec. 22 email from Bernanke to Alvarez, Warsh and others, relating a conversation with Lewis.
* * *

"We didn't take the decision out of his hands or threaten punitive supervisory action if he didn't proceed."

--Dec. 23 email from Fed General Counsel Scott Alvarez to Bernanke
* * *

"… some of our analysis suggests that Lewis should have been aware of the problems at ML earlier (perhaps as early as mid-November) and not caught by surprise. That could cause other problems for him around the disclosures BA made for the shareholder vote."

--Dec. 23 email from Alvarez to Bernanke.
* * *

"Knowing the market's willingness to fund BofA following January 20th big bang announcement remains tough question that we are unlikely to get a firmer grip on until end of next week."

--Dec. 30 email from Warsh to Bernanke, Kohn and others.
* * *

"Magnitude of losses [at Merrill Lynch] is breath-taking."

--Treasury Secretary Henry Paulson at January 9 meeting, according to handwritten notes of Alvarez.

SBK
06-11-2009, 10:45 AM
And to say the world would end if a company ends up in bankruptcy is retarded.

By propping Merrill up BOA was harmed, and instead of a new company coming along and being smart, we get to prolong the pain and prevent new innovation.

The government has hurt this country a ton by propping up losers and not allowing lessons to be learned and stupidity to be justly rewarded.
Posted via Mobile Device

KC native
06-11-2009, 10:47 AM
And to say the world would end if a company ends up in bankruptcy is retarded.

By propping Merrill up BOA was harmed, and instead of a new company coming along and being smart, we get to prolong the pain and prevent new innovation.

The government has hurt this country a ton by propping up losers and not allowing lessons to be learned and stupidity to be justly rewarded.
Posted via Mobile Device

Why do you even post in these threads? You never add anything and just resuscitate cliches like there is no tomorrow.

banyon
06-11-2009, 05:34 PM
Speaking of getting fried, Here's Kucinich frying Lewis:

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petegz28
06-11-2009, 07:11 PM
Speaking of getting fried, Here's Kucinich frying Lewis:

<object width="425" height="344"><param name="movie" value="http://www.youtube.com/v/Hro6tyGr5N0&hl=en&fs=1&"></param><param name="allowFullScreen" value="true"></param><param name="allowscriptaccess" value="always"></param><embed src="http://www.youtube.com/v/Hro6tyGr5N0&hl=en&fs=1&" type="application/x-shockwave-flash" allowscriptaccess="always" allowfullscreen="true" width="425" height="344"></embed></object>

He was about the only one. The majority of the time they were slamming Lewis trying to get him to just admit the Treasury threatened him.

Silock
06-11-2009, 08:53 PM
Speaking of getting fried, Here's Kucinich frying Lewis:

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Banyon, have you been posting over on seekingalpha, flaming the hell out of Cetin?

banyon
06-11-2009, 11:17 PM
Banyon, have you been posting over on seekingalpha, flaming the hell out of Cetin?

Yes, that guy is an f***ing moron!

Silock
06-11-2009, 11:20 PM
LOL I thought that was you. I agree. I hate that guy. He's such a permabull. I mean, I understand if you like the market and see it going higher, but he has no caveats for anything he says. It's as though he doesn't see ANYTHING wrong at all.

Nightfyre
06-11-2009, 11:38 PM
Ken Lewis had already agreed to the deal based upon their previous due diligence work. After he had already agreed to the deal and it had been announced was when he tried to back away (bc they realized their due dili on the first pass was wrong). That would have made Merrill collapse and would have made the credit crisis worse and that's not even considered the stock manipulation side of things either.

*yawn* The ends do not justify the means. Further, I do not see how creating moral hazard (through bailouts) will help create a sustainable financial system when excessive risk was one of the major roots of the problem anyway.