FNMA and FMCC preferreds. In search of the elusive 10 bagger.

[Luke 532]

However I still expect the Appeals court to bring justice.

 

Me too.  I think the odds are very high that we win.  The question in my mind is whether it's a good win (remand) or a great win (reversal).  Here's hoping for the latter.  Of course, as always, the devil is in the details of whatever decision they make.

[Mephistopheles]

@merk, Why would they not want to say that the direct claims were transferred? What's the benefit to them?

[hardincap]

@merk, Why would they not want to say that the direct claims were transferred? What's the benefit to them?

 

that would be problematic for the takings case

 

whats interesting is judge Cacheris seems to be saying those rights were indeed transferred:

 

the issue here is not whether Pagliara may pursue his right through a direct lawsuit, but whether he possesses the right he believes was infringed.... it would strain any reasonable interpretation of HERA to conclude that the phrase “with respect to the regulated entity and [its] assets” carves out a stockholder’s right to inspect documents of “all rights, titles, powers, and privileges . . . of any stockholder.).

 

it seems the same reasoning can be applied to breach of k claims. hume had this to say about that in one of the briefs:

 

straining to read [HERA language] to usurp direct shareholder claims “would pose the question whether ... stockholders would be entitled to compensation for a taking; our reading ... avoids the need to tackle that question.”

 

so either the appeals judges order for a narrower interpretation of HERA that preserves contract rights, or it really comes down to a takings case in sweeney's court. hopefully the former because the latter would be years away. im not as optimistic as luke though

[merkhet]

@merk, Why would they not want to say that the direct claims were transferred? What's the benefit to them?

 

For the reasons @hardincap mentioned

[Luke 532]

According to her Twitter page, Gretchen Morgenson is preparing another article.

[Guest cherzeca]

fwiw, i thought cacheris could have denied the inspection right quite plausibly, by saying that this statutory right is tantamount to a derivative claim...it truly is a shareholder right "with respect to..." the issuer, which even i would admit was transferred (subject to a conflict of interest exception).  but he didnt do that. he wrote a confusing opinion that seemed to say that even if the inspection right was a direct claim (and it may well be a personal right held by the stockholder, which happens to be my view...i think a derivative claim stands alone as what was transferred), this direct claim was transferred. and so what distinguishes this direct claim from a direct claim alleging APA violation, breach of K fiduciary duty etc.? cacheris doesnt get into this, he just wants to get this off his docket, and thinks lamberth provides cover.

 

but i agree with merk that this was not helpful

 

[hardincap]

what distinguishes this direct claim from a direct claim alleging APA violation, breach of K fiduciary duty etc.?

 

cooker & kirk sent a letter to perry clerk saying pag case doesnt matter because its not a direct claim.. but the way i read the opinion is the judge did treat it as a direct claim and concluded that HERA transferred it away.  Which is it?

 

[doughishere]

what distinguishes this direct claim from a direct claim alleging APA violation, breach of K fiduciary duty etc.?

 

cooker & kirk sent a letter to perry clerk saying pag case doesnt matter because its not a direct claim.. but the way i read the opinion is the judge did treat it as a direct claim and concluded that HERA transferred it away.  Which is it?

 

Pagliara’s suggestion that during conservatorship HERA suspends many of the usual corporate governance mechanisms shareholders possess for ensuring management’s loyalty and care underscores why FHFA must be required to scrupulously comply with its statutory and fiduciary duties. HERA requires the conservator to preserve and conserve the Companies’ assets with the goal of returning them to soundness and solvency. Where, as here, the conservator willfully and openly abandons that statutory mission, injunctive relief is appropriate.

 

 

[Guest cherzeca]

what distinguishes this direct claim from a direct claim alleging APA violation, breach of K fiduciary duty etc.?

 

cooker & kirk sent a letter to perry clerk saying pag case doesnt matter because its not a direct claim.. but the way i read the opinion is the judge did treat it as a direct claim and concluded that HERA transferred it away.  Which is it?

 

Pagliara’s suggestion that during conservatorship HERA suspends many of the usual corporate governance mechanisms shareholders possess for ensuring management’s loyalty and care underscores why FHFA must be required to scrupulously comply with its statutory and fiduciary duties. HERA requires the conservator to preserve and conserve the Companies’ assets with the goal of returning them to soundness and solvency. Where, as here, the conservator willfully and openly abandons that statutory mission, injunctive relief is appropriate.

 

well done dougie...cooper & kirk should have said with no right to inspect (assuming cacheris is right) then there is even more reason to maintain direct claim to keep fhfa honest.

 

EDIT, from cooper & kirk letter to perry merits panel:

 

"Whether HERA permits shareholders to inspect the Companies’ books and

records during conservatorship presents “a completely different question” from

whether shareholders retain the right to sue for direct injuries inflicted by FHFA.

Pagliara v. Federal Home Loan Mortg. Corp., slip op. at 19, No. 16-337 (E.D. Va.

Aug. 23, 2016) (“Op.”). Because Plaintiffs do not seek to inspect the Companies’

books and records, elect the Companies’ directors, compel the Companies to hold

annual meetings, or exercise any other corporate governance right, the decision in

Pagliara is inapposite. See id. at 19–20. Even if HERA deprives shareholders of

their right to inspect the Companies’ books and records, this “does not affect” their

“right to bring a direct lawsuit.” Id. at 24 n.16.

Far from endorsing FHFA’s position that Plaintiffs’ injuries may only be

redressed if FHFA sues itself, Pagliara accepted the many judicial opinions that

hold that during conservatorship shareholders retain the right “to bring a lawsuit to

remedy [their] own direct injuries.” Id. at 19. That is because the only shareholder

rights that HERA transfers to FHFA as conservator are those “with respect to the

regulated entity and the assets of the regulated entity,”

 

and then, the money quote, to which dougie refers:

 

"Pagliara’s suggestion that during conservatorship HERA suspends many of

the usual corporate governance mechanisms shareholders possess for ensuring

management’s loyalty and care underscores why FHFA must be required to

scrupulously comply with its statutory and fiduciary duties. HERA requires the

conservator to preserve and conserve the Companies’ assets with the goal of

returning them to soundness and solvency. Where, as here, the conservator

willfully and openly abandons that statutory mission, injunctive relief is

appropriate. "

 

@dougie  didnt realize your post was a quote...lol

[doughishere]

what distinguishes this direct claim from a direct claim alleging APA violation, breach of K fiduciary duty etc.?

 

cooker & kirk sent a letter to perry clerk saying pag case doesnt matter because its not a direct claim.. but the way i read the opinion is the judge did treat it as a direct claim and concluded that HERA transferred it away.  Which is it?

 

Pagliara’s suggestion that during conservatorship HERA suspends many of the usual corporate governance mechanisms shareholders possess for ensuring management’s loyalty and care underscores why FHFA must be required to scrupulously comply with its statutory and fiduciary duties. HERA requires the conservator to preserve and conserve the Companies’ assets with the goal of returning them to soundness and solvency. Where, as here, the conservator willfully and openly abandons that statutory mission, injunctive relief is appropriate.

 

well done dougie...cooper & kirk should have said with no right to inspect (assuming cacheris is right) then there is even more reason to maintain direct claim to keep fhfa honest.

 

Ehh....I can read. I dont get credit. It was a copy and paste.

[merkhet]

Having just re-read Pagliara, I haven't the faintest clue how it would be possible to have standing to bring a direct claim... and yet not actually have the right to the direct claim itself. The whole point of the injury-in-fact prong of standing is that the plaintiff had a legally cognizable protected interest that was violated.

 

This is a really poorly written decision.

[Mephistopheles]

 

 

This is a really poorly written decision.

 

Just like Lamberth's. And I can tell you that as someone who has limited knowledge of the law, I felt Lamberth's was embarrassingly awful and cringeworthy. And now this one. Makes me seriously wonder if these judges are getting paid off by the Govt.

[Steve_Berk]

nobody is getting paid off, but the real lesson here is that you can never underestimate the desire a judge has to get something off his/her calendar and to not make any waves. These cases are hard and potentially require gutsy calls and difficult analysis--potentially shaking things up substantially. not every judge wants to do that.

 

 

 

This is a really poorly written decision.

 

Just like Lamberth's. And I can tell you that as someone who has limited knowledge of the law, I felt Lamberth's was embarrassingly awful and cringeworthy. And now this one. Makes me seriously wonder if these judges are getting paid off by the Govt.

[TwoCitiesCapital]

nobody is getting paid off, but the real lesson here is that you can never underestimate the desire a judge has to get something off his/her calendar and to not make any waves. These cases are hard and potentially require gutsy calls and difficult analysis--potentially shaking things up substantially. not every judge wants to do that.

 

 

 

This is a really poorly written decision.

 

Just like Lamberth's. And I can tell you that as someone who has limited knowledge of the law, I felt Lamberth's was embarrassingly awful and cringeworthy. And now this one. Makes me seriously wonder if these judges are getting paid off by the Govt.

 

I think the not making any waves is the most important.

 

My personal experiences with the law have been iffy at best and I have a very cynical view about participating in courts myself; however, I had more faith in this for some reason. Maybe I was thinking Federal judges/system would be better than the local one. We'll find out.

 

#LongAndStrong

[merkhet]

I usually go for incompetence over conspiracy.

[Mephistopheles]

So they are either:

 

a) incompetent

b) conforming/cowardly

c) lazy

d) bribed

 

Lamberth and Cacheris could have been any of the above; as they didn't prove otherwise.

 

Sweeney has proved that she is not lazy by allowing this to go on for this long and extend it until at least next May at the very least. She's also proven she has guts by releasing these documents not only to the public but to other Courts. I'm not knowledgeable enough to know if she's competent or not.

 

Millet, Gingsburg, and Brown have also demonstrated lack of laziness by following up for more information. Based on Brown's history, I assume were it the right choice, she'd have the guts to do it. Also not sure of competence.

 

So, as long as the above don't get bribed, I think we're in good hands. If they wanted to clear their desks, they would have done so by now. At least these judges have given the plaintiffs the light of day, unlike Lamberth and Cacheris. And I think this is where Hume was going when he said the longer it takes for the appeal decision, the better it is for us. But I may just be biased. Only time will tell.

[Luke 532]

PwC settled one non-GSE fraud suit today.  Plaintiff law firm in that case is the same that is representing Fannie shareholders against PwC.  "Hey, while we're on the topic of settlements, how about we settle that GSE case?"

http://www.reuters.com/article/us-pricewaterhouse-trial-idUSKCN1111RF

[Guest cherzeca]

I usually go for incompetence over conspiracy.

 

as we go up the judicial food chain, the judging gets better.  ginsburg would have made a great SCOTUS; he just should have lied about smoking weed like thomas lied about pubic hair comments. so while i am not enamored by millett, i do like brown's judicial philosophy and i have confidence that ginsburg will take the perry case very seriously and bring considerable talent to his consideration of it

[doughishere]

I usually go for incompetence over conspiracy.

pubic hair comments.

 

Wut? Do I want to know?

[Luke 532]

I usually go for incompetence over conspiracy.

pubic hair comments.

 

Wut? Do I want to know?

 

You're probably too young to remember.  Clarence Thomas was the judge and you don't want to know.

[Eye4Valu]

Don't disagree with Epstein, just need a court to concur.

[Steve_Berk]

i just checked her twitter page and don't see any reference to this article. Did she delete the tweet?

 

According to her Twitter page, Gretchen Morgenson is preparing another article.

[BeerBBQ]

her tweet on Aug 25th at12:36 PM says "for Sure" in response to a question "Are you going to publish any more articles concerning the hijacking of Fannie and Freddie?" by invmyers on Aug 25

[hardincap]

doesnt mean anything, imo. f&f will change dramatically one way or another, which means gretchen will have something to write about.

 

we need to stop giving unwarranted significance to nonevents, ie this and spec about possible settlement

[Luke 532]

her tweet on Aug 25th at12:36 PM says "for Sure" in response to a question "Are you going to publish any more articles concerning the hijacking of Fannie and Freddie?" by invmyers on Aug 25

 

this is under "Tweets & Replies"