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Final Consent Judgment As to Defendant Bank of America Corporation
EXHIBIT A UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK SECURITIES AND EXCHANGE COMMISSION, Plaintiff, 09 Civ. 6829 (JSR) 10 Civ. 0215 (JSR) -against- . ECF Cases BANK OF AMERICA CORPORATION, Defendant. FINAL CONSENT JUDGMENT AS TO DEFENDANT BANK OF AMERICA CORPORATION WHEREAS the Securities and Exchange Commission ("Commission") filed an Amended Complaint on October 19. 2009 in the civil action 09 Civ. 6829 (JSR) alleging that defendant Bank of America Corporation ("BAC") violated Section 14 of the Securities Exchange Act of 1934 ("Exchange Act"), and Rules 14a-3 and 1l4a-9 promulgated thereunder, as a result of its failure adequately to disclose, in connection with the proxy solicitation for the acquisition of Merrill Lynch & Co., Inc. ("Merrill"), information concerning Merri'll's payment of year-end bonuses (the "Bonus Case"); WHEREAS the Commission subsequently filed a Complaint on January 12, 2010 in the civil action 10 Civ. 0215 (JSR) alleging that BAC violated Section 14 of the Exchange Act and Rule 1l4a-9 thereunder as a result of its failure adequately to disclose, in connection with the proxy solicitation for the acquisition of Merrill, information concerning Merrill's losses in the fourth quarter of 2008 (the "Q4 Loss Case") (together with the Bonus Case, the "Actions"); WHEREAS BAC has executed the Consent annexed hereto and incorporated herein for the purpose of settling the Actions before the Court; and I WHEMREAS BAG has entered a general appearance in the Actions, consented to the Court's jurisdiction over it and the subject matter of the Actions, consented to the entry of this Final Consent Judgment as to Defendant Bank of America Corporation ("Final Judgment"), and waived any right to appeal from this Final Judgment in the Actions: I. -
Understanding the Financial Crisis Eamonn K
NORTH CAROLINA BANKING INSTITUTE Volume 13 | Issue 1 Article 3 2009 Wall Street Meets Main Street: Understanding the Financial Crisis Eamonn K. Moran Follow this and additional works at: http://scholarship.law.unc.edu/ncbi Part of the Banking and Finance Law Commons Recommended Citation Eamonn K. Moran, Wall Street Meets Main Street: Understanding the Financial Crisis, 13 N.C. Banking Inst. 5 (2009). Available at: http://scholarship.law.unc.edu/ncbi/vol13/iss1/3 This Article is brought to you for free and open access by Carolina Law Scholarship Repository. It has been accepted for inclusion in North Carolina Banking Institute by an authorized administrator of Carolina Law Scholarship Repository. For more information, please contact [email protected]. WALL STREET MEETS MAIN STREET: UNDERSTANDING THE FINANCIAL CRISIS EAMONN K. MORAN* TABLE OF CONTENTS I. INTRODUCTION .............................................................................. 7 II. THE ORIGINS OF THE CREDIT CRISIS ...................................... 13 A. Federal Reserve Interest Rate Reductions ................. 13 B. The Nature of the Lender - Borrower Relationship ..... 15 C. Overextended Homeowners ........................................ 16 D. The Rise of Subprime Lending - The Essentials ..... 20 E. The Politics of Homeownership ................................... 25 F. The Current Housing Crisis: Reverberating Effects of Subprim e Lending ................................................... 30 III. FINANCIAL INNOVATION: THE GROWTH OF COMPLEX FINANCIAL INSTRUMENTS -
CIT Group Names Former Merrill Lynch CEO John Thain to Lead As Chairman and CEO of Lender
CIT Group names former Merrill Lynch CEO John Thain to lead as chairman and CEO of lender By STEPHEN BERNARD February 8, 2010 NEW YORK (AP) — John Thain is getting a second chance. CIT Group Inc., the lender that is trying to regain its former stature after almost collapsing during the financial industry crisis, said late Sunday it has hired the former Merrill Lynch & Co. CEO as its chairman and chief executive. Thain is also trying to repair his own image. He brokered Merrill's sale to Bank of America Corp. as the credit crisis peaked in the fall of 2008, but was forced to resign after the deal closed because of controversy over employee bonus payments and mounting losses at the investment bank. CIT, which lends to more than 3,000 businesses including supermarkets and department stores, went through bankruptcy reorganization late last year after it failed to restructure billions of dollars in debt. It was also hurt by rising loan losses as more customers fell behind on repaying loans. Thain, 54, is taking over a company that has seen its business shrink dramatically as customers fled. He'll have to find a way to bring in new customers. And he'll have to find new sources of funding because short-term lending known as commercial paper essentially disappeared during the credit crisis and has yet to revive. Analysts say Thain's experience makes him an ideal candidate to rebuild CIT's business. He was able to get Merrill shareholders the best possible price for their stock in the Bank of America deal. -
Best Places to Launch a Career” Ranking That This Book Is Based Upon Requires Surveys of Career Services Directors, Students, and Employers Themselves
The Best Places toLaunch a Career This page intentionally left blank BusinessWeek Fast Track The Best Places toLaunch a Career Lindsey Gerdes New York Chicago San Francisco Lisbon London Madrid Mexico City Milan New Delhi San Juan Seoul Singapore Sydney Toronto Copyright © 2008 by McGraw-Hill. All rights reserved. Manufactured in the United States of America. Except as permitted under the United States Copyright Act of 1976, no part of this publication may be reproduced or distributed in any form or by any means, or stored in a database or retrieval system, without the prior written permission of the publisher. 0-07-160114-7 The material in this eBook also appears in the print version of this title: 0-07-149655-6. All trademarks are trademarks of their respective owners. Rather than put a trademark symbol after every occurrence of a trademarked name, we use names in an editorial fashion only, and to the benefit of the trademark owner, with no intention of infringement of the trademark. Where such designations appear in this book, they have been printed with initial caps. McGraw-Hill eBooks are available at special quantity discounts to use as premiums and sales promotions, or for use in corporate training programs. For more information, please contact George Hoare, Special Sales, at [email protected] or (212) 904-4069. TERMS OF USE This is a copyrighted work and The McGraw-Hill Companies, Inc. (“McGraw-Hill”) and its licensors reserve all rights in and to the work. Use of this work is subject to these terms. Except as permitted under the Copyright Act of 1976 and the right to store and retrieve one copy of the work, you may not decompile, disassemble, reverse engineer, reproduce, modify, create derivative works based upon, transmit, distribute, disseminate, sell, publish or sublicense the work or any part of it without McGraw-Hill’s prior consent. -
Dr. Ronald Sugar Uber Technologies, Inc. 1455 Market Street, 4Th Floor San Francisco, California 94103
Dr. Ronald Sugar Uber Technologies, Inc. 1455 Market Street, 4th Floor San Francisco, California 94103 April 30, 2019 Dear Chairperson Sugar, As Chairperson of Uber Technologies, Inc.’s board of directors, we urge you to take necessary action to adopt sound governance practices as Uber enters the public market and seeks a valuation of over $80 billion. While the company has a single voting structure, annual director elections, and a separate Chair and CEO; because of the size of the company’s business and the complexity of its operations, Uber’s board composition still falls short of best practices that would enable it to effectively undertake oversight of management. As long-term potential investors, we believe it is important that Uber take the necessary steps to adopt these practices that speak to the company’s commitment to “strive to maintain the highest governance standards in our business.”1 To that end, Uber should commit to the following changes: Replacement of John Thain as a member of the board, prior to Uber’s stock being listed on the New York Stock Exchange (NYSE); Reduction of your outside board commitments prior to Uber’s stock being listed on the NYSE; and A refreshment plan to establish a truly independent board that represents the interests of all investors by September 1, 2019. The CtW Investment Group works with union-sponsored pension funds to enhance long-term stockholder value through active ownership. These funds have over $250 billion in assets under management and intend to become substantial Uber shareholders. John Thain shares a close relationship with Uber CFO Nelson Chai. -
Steven Waldman. V. Bank of America Corporation, Et Al. Waldman
1 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK STEVEN WALDMAN, Plaintiff, V. KENNETH D. LEWIS, CHARLES K. GIFFORD, WILLIAM BARNETT, III, FRANK P. BRAMBLE, SR., JOHN T. COLLINS, GARY L. COUNTRYMAN, No. TOMMY R. FRANKS, MONICA C. LOZANO, WALTER E. MASSEY, THOMAS J. MAY, PATRICIA E. MITCHELL, O. TEMPLE SLOAN, VERIFIED SHAREHOLDER MEREDITH R. SPANGLER, ROBERT L. TILLMAN, DERIVATIVE COMPLAINT FOR JACKIE M. WARD, JOE L. PRICE, AMY WOODS VIOLATIONS OF SECTION BRINKLEY, BRIAN T. MOYNIHAN, R. EUGENE TAYLOR, NEIL A. COTTY, KEITH T. BANKS, 14(A) OF THE SECURITIES JOHN A. THAIN, CAROL T. CHRIST, ARMANDO EXCHANGE ACT OF 1934, M. CODINA, JUDITH MAYHEW JONAS, VIRGIS CONTRIBUTION, UNJUST W. COLBERT,, AULANA L. PETERS, CHARLES O. ENRICHMENT, BREACH OF ROSSOTTI, JOHN D. FINNEGAN, JOSEPH W. FIDICIARY DUTY AND PRUEHER, ANN N. REESE, NELSON CHAI, GARY CORPORATE WASTE A. CARLIN, DELOITTE & TOUCHE LLP, FOX- r111 rl.L III VIN l.V1.111\ i.iV \.l11\V1V 1l1 YY l1111-La\ (USA) LLC, and J.C. FLOWERS & CO. LLC, JURY TRIAL DEMANDED Defendants, and BANK OF AMERICA CORPORATION, Nominal Defendant. r- L VERIFIED SHAREHOLDER DERIVATIVE COMPLAINT Plaintiff Steven Waldman ("Waldman"), a long-time shareholder of Bank of America Corp. ("BOA" or "the Company") alleges the claims herein derivatively on behalf of BOA, and for its benefit. The claims asserted below are alleged upon information, and belief, except for those claims which pertain to Plaintiff Waldman himself, which are alleged on personal knowledge. 1. NATURE OF THE CASE 1. BOA has suffered serious harm as a result of a number ofviolations of law committed by its own officers and directors, and by violations of law committed by officers and directors of Merrill Lynch & Co. -
“A Proper Eulogy” for Merrill Lynch
Value Concepts from the ML Trading Desk A Proper Eulogy Delivered Passionately by Winthrop H. Smith, Jr. At the Merrill Lynch & Co. Special Shareholder's Meeting Thank you for allowing me to say a few words on this most important morning. I will say more about you in a moment, but I just wanted to thank you up front for your leadership and all you have attempted to do this past year. Fellow Shareholders, I speak to you today as a 28 year employee, a shareholder and the son of one of the founding fathers of Merrill Lynch. On January 6th, 1914, Charlie Merrill opened a one man shop just a few blocks from where we are today. A year later he was joined by his friend, Eddie Lynch and the first Merrill, Lynch & Co. was launched. One year later, my father joined the firm straight out of Amherst College. Thus began a wonderful partnership and friendship that lasted a life time. Like Merrill Magowan I have been privileged to know every CEO of Merrill Lynch from Charlie Merrill to John Thain. Most of them, including John, were principled leaders who never placed their interests ahead of those of the firm. Most of them valued and promoted the principles that Charlie Merrill created and most of them cared deeply for the welfare of their fellow colleagues. Merrill Lynch grew and thrived through the tough as well as the good times. By 2001 we were one of the most successful and respected global financial firms in the world with a stock price that hit $80 early that year. -
125 Broad Street New York, NY 10004-2498
125 Broad Street TELEPHONE: 1-212-558-4000 FACSIMILE: 1-212-558-3588 New York, NY 10004-2498 WWW.SULLCROM.COM ______________________ LOS ANGELES • PALO ALTO • WASHINGTON, D.C. FRANKFURT • LONDON • PARIS BEIJING • HONG KONG • TOKYO MELBOURNE • SYDNEY February 5, 2015 CONFIDENTIAL TREATMENT REQUEST Federal Reserve Bank of New York, 33 Liberty Street, New York, New York 10045. Attention: Ivan J. Hurwitz Vice President, Bank Applications Re: CIT Group Inc. Proposed Acquisition of IMB Holdco LLC – Supplemental Submission Ladies and Gentlemen: On behalf of our clients, CIT Group Inc. and Carbon Merger Sub LLC (together, the “Applicants”), enclosed please find a supplemental submission, prepared by the Applicants, to the Applicants’ application, dated August 20, 2014, to the Board of Governors of the Federal Reserve System (the “Board”) in connection with the Applicants’ proposed acquisition of IMB Holdco LLC and certain related transactions (the “Application”). We have enclosed the supplemental submission in two separate volumes: (i) an unredacted, confidential version of the supplemental submission, which has been marked “Confidential Treatment Requested” (the “Confidential Materials”) and (ii) a public, redacted version of the supplemental submission , which has been marked “Public Version”. Pursuant to the Freedom of Information Act, 5 U.S.C. § 552, and the regulations of the Board, 12 C.F.R. Part 261, we hereby respectfully request on behalf of the Applicants that the Confidential Materials be treated confidentially and not be made available for public inspection or copying. * The Confidential Materials constitute * Under 5 U.S.C. § 552(b)(4), information that a private party has provided to a government agency is exempt from disclosure if it consists of “trade secrets and commercial or financial information obtained from a person and privileged or confidential.” Accord 12 C.F.R. -
Uber 2021 Proxy Statement and Notice of Annual Meeting of Stockholders Proxy Summary
Uber 2021 Proxy Statement And Notice of Annual Meeting of Stockholders Proxy Summary Uber’s Purpose Why we exist Who we are What we do To reimagine the way Fearless optimists: Make real life the world moves crazy enough to believe, easier to navigate for the better tenacious enough for everyone to make it happen Our Cultural Norms and tell a story to the world about Uber’s corporate purpose. We do the Period. right thing We build globally, We harness the power and scale of our global operations to deeply connect with the cities, communities, Drivers, and riders that we serve every day. we live locally We are customer We work tirelessly to earn our customers’ trust and business by solving their problems, maximizing their earnings, or lowering their costs. We surprise and obsessed delight them. We make short-term sacrifices for a lifetime of loyalty. We celebrate We stand apart from the average. We ensure people of diverse backgrounds feel welcome. We encourage different opinions and approaches to be heard, and differences then we come together and build. We act like owners We seek out problems, and we solve them. We help each other and those who matter build Uber to last. And when we make mistakes, we’ll own up to them. We persevere We believe in the power of grit. We don’t seek the easy path. We look for the toughest challenges, and we push. Our collective resilience is our secret weapon. We value ideas We believe that the best ideas can come from anywhere, both inside and outside our company. -
Long Island Investor Accused of Ponzi Scheme
O C V ΓΡΑΦΕΙ ΤΗΝ ΙΣΤΟΡΙΑ Bringing the news ΤΟΥ ΕΛΛΗΝΙΣΜΟΥ to generations of ΑΠΟ ΤΟ 1915 The National Herald Greek Americans A WEEKLY GREEK AMERICAN PUBLICATION c v www.thenationalherald.com VOL. 12, ISSUE 590 January 31, 2009 $1.25 GREECE: 1.75 EURO Boston Scientific Long Island Investor Accused of Ponzi Scheme Founders Sell Half their Federal Authorities Allege Greek American Financier Cheated Clients Out of Tens of Millions By Evan C. Lambrou Stake in the Firm Special to The National Herald BOSTON (Bloomberg) – The men ny statement assured investors “the HICKSVILLE, N.Y. – Federal author- who built Boston Scientific Corp. into majority” of trading was over. In- ities have charged the founder of a the world’s biggest seller of heart stead, the duo has unloaded an addi- Long Island investment firm with stents have dumped $484 million in tional 32.3 million shares since then, defrauding investors and running a shares to repay loans after other as- according to filings. nearly $400 million Ponzi scheme. sets were frozen by the Lehman “You have a lot of investors ask- Prosecutors allege that tens of mil- Brothers Holdings Inc. bankruptcy. ing, ‘How could they do this to their lions of dollars can not be accounted Peter Nicholas, 67, Boston Scien- baby? ’” UBS’s Nudell said in a tele- for. tific’s chairman and founding chief phone interview. “A lot of people feel Nicholas Cosmo, 37, has been ac- executive officer, and John Abele, 71, they were reckless.” cused of operating a Ponzi scheme a director and co-founder, have sold Nicholas, starting in 1992, bor- at least between October 2003 and almost half their stake, or 4.2 percent rowed against shares to finance a December 2008 which raised more of company stock, since Oct. -
Obama at Manassas
mike davis Editorial OBAMA AT MANASSAS n election eve last November, the little city of Manassas, Virginia became the improbable Woodstock of Generation Obama as thousands gathered to hear their candidate close his almost two-year-long campaign with a final appeal for O‘Change in America’. It was a grand finale orchestrated with consider- able self-confidence and irony. Although Manassas (population, 37,000) retains blue-collar grit, the rest of Prince William County (380,000) epitomizes the greedy sprawl of the Bush era: a disorganized landscape of older townhouses, newer McMansions, faux-historical shopping centres, high-tech business parks, evangelical mega-churches, pariah islands of apartment housing, and melancholy vestiges of a graceful Virginia countryside. Assuring the County a prominent footnote in Tom Clancy novels, its southeastern corner is annexed by Marine Corps Base Quantico and the fbi national training centre. As the Dixie edge of ‘Los Angeles on the Potomac’ and the seventh rich- est large county in the United States, Prince William is precisely the kind of ‘outer’ or ‘emergent’ suburb which Karl Rove famously mobilized to re-elect George W. Bush in 2004.1 Indeed, since Nixon’s victory over Hubert Humphrey in 1968, the Republican Party has counted on Sunbelt suburbs like Prince William County to generate winning margins in national elections. Reaganomics, of course, was incubated in the famous tax revolts that shook suburban California in the late 1970s, while Newt Gingrich’s 1994 ‘Contract with America’ was primarily a magna carta for affluent voters in Western exurbs and New South edge cities. -
Q1 2008 Merrill Lynch Earnings Conference Call on Apr. 17. 2008
FINAL TRANSCRIPT MER - Q1 2008 Merrill Lynch Earnings Conference Call Event Date/Time: Apr. 17. 2008 / 8:00AM ET www.streetevents.com Contact Us © 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial. FINAL TRANSCRIPT Apr. 17. 2008 / 8:00AM, MER - Q1 2008 Merrill Lynch Earnings Conference Call CORPORATE PARTICIPANTS Sara Furber Merrill Lynch - Director of IR John Thain Merrill Lynch - Chairman of the Board, CEO Nelson Chai Merrill Lynch - CFO CONFERENCE CALL PARTICIPANTS Glenn Schorr UBS - Analyst Mike Mayo Deutsche Bank - Analyst Prashant Bhatia Citigroup - Analyst Susan Katzke Credit Suisse - Analyst James Mitchell Buckingham Research - Analyst PRESENTATION Operator Good morning and welcome to the Merrill Lynch first quarter 2008 earnings conference call. All lines have been placed on mute to prevent any background noise. After the speaker©s remarks there will be a question-and-answer session. (OPERATOR INSTRUCTIONS) I©d now like to turn the call over to Sara Furber, Head of Investor Relations. Please go ahead ma©am. Sara Furber - Merrill Lynch - Director of IR Good morning and welcome to Merrill Lynch©s conference call to review our first quarter 2008 results. The following live broadcast is copyright to Merrill Lynch. Statements made today may contain forward-looking information. While this information reflects Management©s current expectations or beliefs you should not place undue reliance on such statements as our future results may be affected by a variety of factors that we cannot control. You should read the forward-looking disclaimer in our quarterly earnings release as it contains additional important disclosures on this topic.