As Wall Street bombshells go, the lawsuit that the Securities and Exchange Commission filed against Goldman Sachs Group Inc. is about as big as it gets.
Who knew the folks at the SEC still had it in them to accuse a major Wall Street bank of fraud? And who could have guessed that Goldman’s canned explanation for its behavior during the subprime mortgage bubble -- that it simply was serving clients’ needs -- could come so unglued so quickly?
To recap, the SEC’s complaint accuses Goldman and one of its vice presidents of selling subprime mortgage-backed securities to institutional investors, without disclosing that one of its clients, the giant hedge fund Paulson & Co., had paid Goldman to structure these securities so that they would be the world’s perfect short -- at least from Paulson’s point of view.
The securities, called Abacus 2007-AC1, became worthless within months, showing that Paulson had done its homework. The SEC said Paulson paid Goldman a $15 million fee.
The SEC said Goldman’s main infraction was telling investors who bought the securities that an independent company called ACA Management had chosen the assets that were backing them, when it was Paulson that played a major role in the process. The SEC said Goldman duped ACA into believing that Paulson was looking to take a bullish position, though the SEC’s complaint doesn’t try to explain why this somehow would excuse ACA’s decision to bow to Paulson’s influence.
Neither the fund, founded by John Paulson, nor its employees were named as defendants, because the SEC said it was Goldman that made the misstatements to investors.
Goldman Denial
The assets backing these securities, known as synthetic collateralized debt obligations, were themselves securities backed by subprime mortgages. Goldman issued a one-sentence statement denying the SEC’s allegations as “completely unfounded in law and fact.” Among the investors that the SEC says got suckered was a hapless Goldman client in Dusseldorf, Germany, called IKB Deutsche Industriebank AG.
It’s hard to imagine an allegation by the government that could be more damaging to Goldman’s reputation. This wasn’t the American public at large that Goldman supposedly ripped off, which might be forgivable or even praiseworthy from the view of Goldman’s shareholders. These were Goldman clients that Goldman allegedly ripped off, in an effort to please another Goldman client.
Throughout the aftermath of the financial crisis, Goldman and its chief executive officer, Lloyd Blankfein, have consistently stuck to the same story when asked why the bank had created and sold to its clients subprime mortgage-backed securities that quickly became worthless: The firm was merely giving those clients what they wanted.
What They Do
That’s what market makers do, Blankfein told the Financial Crisis Inquiry Commission last January. “What we did in that business was underwrite to, again, the most sophisticated investors who sought that exposure,” he testified.
That may have been true when it came to the Goldman client Paulson & Co., which made $1 billion shorting these allegedly custom-made CDOs by buying credit-default swaps on them. If we are to believe the SEC’s claims, though, it wasn’t true for the Goldman clients that lost $1 billion on the CDOs, including the chumps at IKB, which lost $150 million.
While those clients may have been seeking exposure to subprime mortgages, and may even have been unconscionably stupid for doing so, they surely weren’t seeking exposure to the other side of a cherry-picked trade created for the exclusive benefit of one of the world’s largest hedge funds. They probably aren’t happy, either, with Moody’s or Standard & Poor’s, which, you guessed it, slapped AAA ratings on the CDOs’ highest rungs.
Clear in Translation
Their eyes must have been burning, too, when they saw some of the e-mails that the SEC quoted in its suit, portions of which the SEC translated from French. (The spellings and punctuation are as they appear in the SEC’s complaint.)
“More and more leverage in the system. The whole building is about to collapse anytime now,” Fabrice Tourre, the Goldman Sachs vice president who was sued for his role in putting together the deal, wrote on Jan. 23, 2007.
“Only potential survivor, the fabulous Fab … standing in the middle of all these complex, highly leveraged, exotic trades he created without necessarily understanding all of the implications of those monstruosities!!!”
A few weeks later, Tourre, now 31, e-mailed a top Goldman trader: “the cdo biz is dead we don’t have a lot of time left.” Goldman closed the Abacus offering in April 2007.
Those statements bring to mind a well-known quote from Warren Buffett, who invested $5 billion in Goldman back in September 2008 near the peak of the financial crisis: “It takes 20 years to build a reputation and five minutes to ruin it.”
Can’t wait to see how Goldman tries to talk its way out of this one.
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