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In the wake of the financial crisis of 2008, the public became acutely aware of the existence of collateralized debt obligations (CDOs), bonds backed by pools of financial assets. While, these transactions had been around for over a decade, between 2004 and 2007 the volume of highly complex CDOs that repackaged or referenced mortgage-backed securities grew exponentially.1 These deals arguably amplified the severity of the financial crisis, and as early as March 2008, lawyers and market participants expected billions of dollars in write-downs, as well as significant investor losses.2 Investors in these complex, privately sold, and illiquid securities filed several lawsuits against the underwriters and other deal participants, but so far, their success has been limited. The Securities and Exchange Commission (SEC) also has initiated numerous investigations, and has filed and settled a number of prominent lawsuits accusing financial institutions, including Goldman Sachs and Citigroup, of securities violations.3
Much of the difficulty investors face in CDO litigation stems from the fact that they are sophisticated market participants who certified that they were able to assess the risks of the transactions. In reality, however, the complexity of the deals made it difficult for investors to do their own in-depth due diligence--in particular in the case of synthetic CDOs--in part because the underlying mortgage-backed assets were far removed from the primary deal. Investors often had to rely on marketing materials and verbal presentations by the banks underwriting the deals. The presence of ostensibly independent managers who were experts in charge of selecting (and maximizing the value of) the underlying assets was a significant selling point. It can be argued that, to the extent CDO managers only acted “as a rubber stamp” for underwriters or deal sponsors without fulfilling their duty to ensure the CDO performed well for all investors, the managers were complicit in misleading and possibly even defrauding investors.4 Holding CDO managers accountable, however, faces considerable obstacles. The SEC must allocate its resources carefully due to budget constraints coupled with increased responsibilities. In addition, lawsuits against third party advisers for federal securities law violations have become particularly difficult since the Supreme Court's decision in Janus Capital Group, Inc. v. First Derivative Traders.5 On the other hand, a recent Second Circuit decision allowing an investor lawsuit to proceed against a CDO manager based on contract and tort claims might indicate that courts are willing to consider the role of these independent advisers and potentially hold them liable.6
This article reviews ongoing SEC actions and private litigation involving CDO managers, highlighting difficulties in trying to assign liability to them given the complexity of CDO documentation and the previously unregulated nature of the derivatives market.
Broadly defined, a CDO is a financial instrument “backed by portfolios of assets that may include a combination of bonds, loans, securitized receivables, asset-backed securities, tranches of other collateralized debt obligations, or credit derivatives referencing any of the former.”7 The asset portfolios (or derivatives referencing them) fund payments on notes and equity issued by a CDO special purpose vehicle to investors.
The CDOs that pooled together mortgage-backed securities came in several types: (1) pure cash CDOs, where the CDO special purpose vehicle actually owned a bundle of mortgage-backed securities to service the debt; (2) synthetic CDOs where cash flows stemmed from various credit derivatives referencing a pool of mortgage bonds; and (3) hybrid CDOs, which included both cash and synthetic assets.
CDOs could either be static, which meant that the pool of underlying assets was fixed at the deal's inception and would not change over the life of the deal; or dynamic, where the CDO manager could buy and sell assets into the CDO in accordance with certain guidelines. In each CDO, several classes of securities were issued reflecting varying degrees of risk; the top rated tranches received less interest but got paid before the lower rated ones.
In the last couple of years before the market for CDOs crashed, synthetic CDOs became more common because they did not require underwriters or CDO sponsors to obtain mortgage backed-securities to include in the pool. Instead, the parties entered into credit default swaps and total return swap contracts under which payments were made based on what happened to a selected list of mortgage-backed securities the CDO issuer did not need to own. It was a very effective way for certain prescient market participants (for example the hedge funds Paulson & Co. and Magnetar) to short a vast number of specified mortgage-backed securities.8 Some argue that this use of synthetic CDOs kept the bubble going beyond the point when real estate markets began their downward slide towards collapse solely to benefit short investors and the underwriters and managers charging hefty fees.9 Short investors like Magnetar maintain, however, that their transactions were hedges and that their “portfolio and structural preferences were expressed in a manner consistent with general market practices.”10 In either case, short investors were not parties to any deal agreements and made no statements or representations to CDO investors. Thus, they have not done anything illegal that may lend itself to SEC enforcement or investor litigation. Instead, as discussed below, SEC investigations and private lawsuits have focused on the underwriters and, to a lesser extent, CDO managers.
CDO managers selected and obtained the mortgage-backed securities to be included in a CDO from asset originators--financial institutions that warehoused pools of these securities. In dynamic CDOs, managers were responsible for selling assets, replacing collateral, or reinvesting principal in accordance with investment guidelines. Managers received fees for their services, typically paid near the top of the “waterfall,” ahead of many investors in the CDOs. In some cases, however, managers owned a piece of the lowest rated (also called equity) tranche of the CDO that usually made up about 5 percent of the deal and was paid last.11 This low priority payment was supposed to provide the manager with extra incentive to manage the CDO in a way that was beneficial to all investors. CDO managers were presented to investors as independent, experienced real estate finance professionals. They also were represented by their own counsel in deal negotiations with underwriters. However, according to some commentators, often the managers were “small free standing firms (the industry joke was 'a couple of guys with a Bloomberg terminal') who depended on investment bank warehouse lines (lines of credit) to stay in business.”12
In its CDO-related enforcement actions, the SEC has focused primarily on the banks that packaged and sold the deals. The SEC has brought actions for securities law violations for fraud and negligence under Section 17(a) of the Securities Act of 1933 (Securities Act), as well as certain individuals involved in the transactions.13 Many of the cases, in particular against executives, have progressed to the trial stage, requiring the SEC to expend significant resources.14 As Robert Khuzami, Director of the SEC's Division of Enforcement put it, these cases “involve highly complex financial products, market practices, and transactions where the investor harm is great, the investigatory hurdles are significant, and the perpetrators most elusive.”15 The combination of labor intensive cases and limited resources is forcing the SEC to make difficult choices on what cases to pursue.16 Following Janus, it also has become more burdensome for the SEC to make a securities fraud claim against any third parties who are not “ultimately responsible” for the content of offering documents.17 Nonetheless, in a few prominent cases, the SEC has taken action against CDO managers.
SEC Settlement with CDO Manager in High-Profile Citigroup Case
Many investigations of CDO managers were in connection with, and ancillary to, investigations of underwriters.18 For example, the SEC investigated Citigroup because it failed to disclose that it was simultaneously marketing the CDO and betting against it through credit default swaps. The SEC also simultaneously instituted administrative proceedings against the CDO manager.
Citigroup presented its CDO manager as an independent party and, according to the SEC, both the pitch book and the offering circular included disclosures that the manager had selected the collateral for the CDO portfolio.19 The SEC investigation, however, revealed that Citigroup had influenced significantly the portfolio's composition, a fact that remained undisclosed to investors.20 The SEC uncovered several emails and other communications, including “comments by an experienced collateral manager” that derided the quality of the CDO.21 Given the CDO manager's role in preparing disclosures, the SEC charged the manager in the administrative proceeding with violations of Section 206(2) of the Investment Advisers Act of 1940 and Section 17(a)(2) of the Securities Act.22 Ultimately, the CDO managers and their representative consented to an order directing them to permanently restrain from the violations and pay disgorgement and penalties without admitting or denying the SEC's findings.23
But will the settlement of an administrative proceeding have any effect on any private litigation? Judge Rakoff's analysis that “private investors cannot derive any collateral estoppel assistance from Citigroup's non-admission/non-denial of the SEC's allegations” seems applicable.24 Accordingly, private investors are unlikely to benefit much from the SEC's extensive investigations or findings against collateral managers to bolster their own lawsuits.
SEC Settlement of Fraud Claims with ICP
A fairly serious case of alleged fraud by a CDO manager was that of ICP Asset Management LLC (ICP) and its owner, Thomas Priore. ICP was in charge of managing several CDOs called Triaxx that launched in 2006 and 2007, at the height of CDO activity. ICP was also an investment adviser to several hedge funds.
The SEC filed a civil action in the U.S. District Court for the Southern District of New York, accusing ICP of directing “more than a billion dollars of trades for the Triaxx CDOs at what they knew were inflated prices.”25 The complaint further alleged that ICP was protecting its other clients from realizing losses by overinflating the value of the CDO assets.26 The SEC alleged, inter alia, that defendants violated Section 17(a) of the Securities Act and directly violated and aided and abetted violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder.27 The strongly worded complaint also referred to an extensive list of abuses of fiduciary responsibilities to clients, including “improper practices, such as entering into prohibited investments, failing to obtain required approvals for trades, misrepresenting the value of holdings, and deceiving clients, investors, and other parties about the CDOs' investments.”28
Despite extensive investigations and substantial evidence against the defendants to support the serious allegations, in the end, the SEC deemed it in the public interest to settle the case. The SEC obtained a consent judgment where ICP and Priore neither admitted nor denied any of the allegations in the complaint, but were permanently enjoined from further violations and agreed to pay $23 million in disgorgement and civil penalties (44 SRLR 1703, 9/17/12).
SEC and Private Actions against Merrill Lynch for Role in Magnetar CDOs
Merrill Lynch was one of several banks, including JPMorgan Chase and UBS, which put together CDOs for Magnetar, a hedge fund investor that wanted to short the overinflated U.S. housing market starting in 2006.29 Magnetar purchased the lowest rated and smallest tranche of these CDOs and bet against a much larger portion of higher rated tranches.30 As owners of the lowest rated piece of the deal, the hedge fund qualified as a deal sponsor and had significant influence on how to devise the portfolios, including what parameters to use to select the collateral.
One of the collateral managers for Magnetar's CDOs, State Street Global Advisors, paid $5 million to settle the SEC's allegations that it failed to disclose the hedge fund's role to investors. In contrast, the CDO in question ultimately resulted in about $450 million in losses to investors (44 SRLR 480, 03/05/2012). According to other reports on State Street's involvement with Magnetar, State Street apparently had recoiled from managing further CDOs for Merrill because they were concerned about the quality of the collateral and considered the deals a potential reputational risk.31
The SEC also investigated Merrill Lynch's role in connection with a Magnetar CDO called Norma managed by NIR Capital Management, a small firm held out as an independent manager with the qualifications to manage a $1.5 billion CDO.32 According to a complaint filed by Rabobank, an investor, against Merrill in New York Supreme Court, a pitchbook for the deal “extolled NIR's principals as having a 'depth of investment expertise [that] spans all major sectors of structured finance’” and “promised that NIR would select assets for Norma's portfolio based upon an independent and rigorous evaluation that sought to identify ’products that offer superior risk adjusted returns’.”33 Contrary to these representations, Rabobank alleged, ”the relationship with NIR fell far short of the arm's length business relationship that Merrill Lynch had suggested. In fact, NIR's entire CDO management business had arisen from efforts by Merrill Lynch to assemble a stable of captive small firms to manage its CDOs that would be beholden to Merrill Lynch on account of the business it funneled to them.“34 Merrill Lynch ultimately settled the Rabobank suit. To date, the SEC has not charged Merrill Lynch in connection with the Norma CDO.
Unrelated to its role in the Norma CDO, NIR and its principal, Corey Ribotsky became the subject of an SEC investigation which resulted in a civil lawsuit against NIR accusing it of defrauding investors (43 SRLR 2003, 10/3/11).35 The SEC complaint sheds light on NIR's dubious practices as an unregistered investment adviser and accuses NIR of misappropriating client assets and making materially false and misleading statements to investors.36
The Magnetar CDO actions exemplify the often incestuous and conflicts-of-interest-ridden relationships between underwriters and less than fully qualified CDO managers. However, whether or not these issues amount to securities laws violations or can serve as a basis for successful private investor claims will depend on the facts of each case. An ongoing Magnetar CDO-related case to be watched is the investor lawsuit by Intesa Sanpaolo SpA alleging securities laws violations and fraud against both the underwriter and the CDO manager.37
Court Dismisses Claims against Notorious CDO Manager
Perhaps the most well-known CDO manager was Wing Chau, principal of Harding Advisory LLC (Harding), who was featured prominently in Michael Lewis's book, The Big Short.38 Chau's activities have been the subject of investigative journalism pieces uncovering major conflicts of interest issues and persuasively arguing that Harding was anything but an independent manager looking out for the interests of CDO investors.39 However, an investor lawsuit that charged Harding, the underwriter, and the trustee, with failure to pay certain amounts under the indenture and mismanagement of the collateral, was dismissed against all but the indenture trustee. According to the court, the non-payment claim was barred by a no-action clause in the indenture, and the plaintiff failed to properly allege facts to substantiate the mismanagement claim.
What Will the Second Coming of Aladdin Mean for Investors and Managers?
The Second Circuit recently revived an investor suit against Aladdin Capital Management LLC (Aladdin) in connection with its management of a synthetic CDO underwritten by Goldman Sachs (44 SRLR 1537, 8/13/12).40 Goldman Sachs also acted as credit default counterparty to the CDO, which meant that it essentially was buying insurance from the CDO on the list of mortgage-backed assets included in the CDO portfolio. The investor, a German bank, asserted that (1) Aladdin breached its obligations under the portfolio management agreement (PMA) it entered into with the CDO issuer to the investors' detriment; and, in the alternative, that (2) Aladdin had been grossly negligent in managing the portfolio.
The district court dismissed the complaint.41 Upon analyzing the deal documentation, the Second Circuit found that the “plaintiffs have plausibly alleged that the parties to the [PMA] intended the contract to benefit the investors in the CDO directly and create obligations running from Aladdin to the investors.”42 The Second Circuit discussed various provisions of the PMA in conjunction with the indenture and other agreements and concluded that the PMA was “plausibly intended to inure to the benefit of the Noteholders.” Otherwise, the Second Circuit held, Aladdin's obligations would only be enforceable “by the shell Issuer and the swap counterparty … that, as the counterparty, had interests that were directly opposed to those of the Noteholders.”43
The Second Circuit also held that the plaintiff “plausibly alleged that the relationship between Aladdin and the plaintiffs was sufficiently close to create a duty in tort for Aladdin to manage the investment on behalf of the plaintiffs.” The plaintiff alleged that it had been induced to enter into the investment by marketing pitches from the underwriter and Aladdin indicating that the portfolio would be managed conservatively and Aladdin's interests would be aligned with the Noteholders’.
Finally, the Second Circuit held that the plaintiff alleged facts that plausibly show Aladdin's conduct amounted to gross negligence. According to the court, the complaint included specific allegations regarding certain actions undertaken by Aladdin in managing the portfolio that suggest that Aladdin failed to protect the Noteholders' interests by minimizing their investments' risk. In fact, some of Aladdin's actions could be perceived as benefitting the credit default swap counterparty to the detriment of the Noteholders.
The Second Circuit remanded the case to the district court. It is possible that as a result of further proceedings the case against Aladdin will nevertheless be dismissed. Aladdin may be able to counter the allegations regarding its questionable actions with further specificity to demonstrate that, in the context of the transaction, it reasonably exercised its discretion. On the other hand, if Aladdin is held responsible for mismanaging the portfolio based on contract or tort claims then investors in many similar CDOs could be encouraged to go after managers themselves.
CDO managers were instrumental in the creation and fueling of the CDO markets during the boom years leading up to the financial crisis. They were third party advisers in charge of looking out for the CDOs' and, accordingly, CDO investors' interests. Investors lost billions of dollars and still are looking to recoup some of their investments from whomever they can, including collateral managers.
So far, private investors have mostly alleged common law claims, instead of violations of the federal securities laws, and the SEC's administrative actions and civil settlements do not help investors in building these cases. Moreover, CDOs were done in an unregulated and opaque market and most deal documentation was exceedingly complex and full of disclaimers by underwriters and managers alike.
However, the Rabobank and Aladdin cases may indicate that courts might be receptive to carefully crafted, specific complaints regarding CDO managers' alleged misconduct if they demonstrate that investors were misled about the CDO managers' role and managers violated their duties to investors.
2 See e.g., Recent Trends and in CDO and Derivative Litigation, Presentation by Jones Day at NYSBA Derivatives and Structured Products Law Committee meeting (Mar. 18, 2008), available at http://www.jonesday.com/files/upload/Tambe_NYSBA_Presentation.pdf.
4 See Tom Adams and Yves Smith, SEC/CDO Litigation: Why Aren't the Collateral Managers Being Sued too? (Apr. 20, 2010), available at http://www.nakedcapitalism.com/2010/04/seccdo-litigation-why-arent-the-collateral-managers-being-sued-too.html.
5 131 S. Ct. 2296 (2011). Janus is particularly relevant because CDO managers do not typically make representations or other statements to investors in the offering documents or otherwise.
6 See Bayerische Landesbank v. Aladdin Capital Mgmt., LLC, No. 11-4306-CV (2d. Cir. Aug. 6, 2012).
7 For a basic summary description of CDOs, see e.g., Janet Tavakoli, Introduction to Collateralized Debts Obligations, available at http://tavakolistructuredfinance.com/cdo.pdf. Many forms of CDOs exist and the collateralized loan obligation (CLO) market where the portfolio consists exclusively of leveraged loans is still active. See e.g., Milbank, Tweed, Hadley & McCloy, Client Alert: From Collateral Damage to Cautious Optimism: the U.S. CLO Market Forges Ahead in 2012 (Mar. 12, 2012), available at http://www.milbank.com/images/content/7/6/7686/AIP-Alert-From-Collateral-Damage-to-Cautious-Optimism-03-12-201.pdf.
8 See e.g., Jesse Eisinger and Jake Bernstein, The Magnetar Trade: How One Hedge Fund Helped Keep the Bubble Going, Pro Publica (Apr. 9, 2010), available at http://www.propublica.org/article/all-the-magnetar-trade-how-one-hedge-fund-helped-keep-the-housing-bubble.
9 Id., see also Yalman Onaran, Buffett, Tavakoli Flag Scheme Bigger Than Madoff's, Bloomberg News (Mar. 5, 2009), available at http://www.bloomberg.com/apps/news?pid=newsarchive&sid=a.OzozJQwrjQ.
10 Joe Weisenthal and Courtney Comstock, Magnetar Responds to ProPublica: Goldman and Bear Stearns Did it Too, Business Insider (Apr/ 20, 2010), available at http://articles.businessinsider.com/2010-04-20/wall_street/29973870_1_cdo-collateral-manager-magnetar#ixzz27UtN6UAT.
11 See e.g., Jay Tambe, Glenn S. Arden, James K. Goldfarb and John R. White, United States: Commercial Real Estate CDO Litigation: The Credit Crisis' Next Wave? (Apr. 28, 2009), available at http://www.mondaq.com/unitedstates/article.asp?articleid=78610.
12 Yves Smith, Mirabile Dictu! SEC Probes Relationship Among Toxic CDO Sponsor Magnetar, Merrill, and CDO Manager (June 15, 2011), available at http://www.nakedcapitalism.com/2011/06/mirabile-dictu-sec-probes-relationship-between-toxic-cdo-sponsor-magnetar-merrill-and-cdo-manager.html#VG6Lrhzl4vvDqqpV.99.
13 See e.g., SEC v. Citigroup Global Markets Inc., 827 F. Supp. 2d 328 (S.D.N.Y. 2011). For a comparative analysis of three SEC actions against Goldman Sachs, Citigroup, and JP Morgan, see Tatiana Rodriguez, Apples to Apples? A Comparison of Recent SEC Enforcement Actions Involving CDOs, Bloomberg Law Reports®--Securities Law (Nov. 17, 2011).
14 See e.g., Joshua Gallu, SEC Trials Increase 50 Percent as Execs Fight Lawsuits, Bloomberg News (May 22, 2012), available at http://www.bloomberg.com/news/2012-05-22/sec-trials-increase-50-percent-as-execs-fight-lawsuits.html.
15 Examining the Settlement Practices of U.S. Financial Regulators, Hearing before the H. Comm. on Financial Services, 112th Congress (May 17, 2012) (statement of Robert Khuzami, Director of the Division of Enforcement U.S. Securities and Exchange Commission).
17 See e.g., Susan M. Greenwood, Supreme Court Narrows Securities Fraud Liability to Persons with “Ultimate Authority” over a Statement, Bloomberg Law Reports®--Securities Law (June 13, 2011).
18 See SEC Litigation Release No. 22134 (Oct. 19, 2011), available at: http://www.sec.gov/litigation/litreleases/2011/lr22134.htm. While the SEC settled the Citigroup action, the Honorable Jed Rakoff forcefully rejected the settlement. The U.S. Court of Appeals for the Second Circuit currently is reviewing the order based on a joint request by the SEC and Citigroup (44 SRLR 1018, 5/21/12).
19 In the Matter of Credit Suisse Alternative Capital, LLC (f/k/a Credit Suisse Alternative Capital, Inc.), Credit Suisse Asset Management, LLC, and Samir H. Bhatt, File No. 3-14494 (Oct. 19, 2011), available at http://www.sec.gov/litigation/admin/2011/33-9268.pdf.
21 See SEC Press Release, Citigroup to Pay $285 Million to Settle SEC Charges for Misleading Investors About CDO Tied to Housing Market (Oct. 19, 2011) (“One experienced CDO trader characterized the Class V III portfolio in an e-mail as 'dogsh!t’ and ’possibly the best short EVER!’ An experienced collateral manager commented that ’the portfolio is horrible.’”), available at http://www.sec.gov/news/press/2011/2011-214.htm.
22 See supra note 19.
24 Supra note 13.
25 See SEC Litigation Release No. 21563 (June 22, 2010), available at http://www.sec.gov/litigation/litreleases/2010/lr21563.htm.
26 See SEC v. ICP Asset Management, LLC, No. 10-CV-04791 (S.D.N.Y. filed June 21, 2010) (Complaint), available at http://www.sec.gov/litigation/complaints/2010/comp21563.pdf.
29 See supra note 8.
30 Id. See also Jody Shenn and Joshua Gallu, Goldman SEC Case May Hinge on Meaning of ’Selected’, Bloomberg News (Apr. 19, 2010), available at http://www.bloomberg.com/news/2010-04-19/goldman-sachs-fraud-suit-hinges-on-meaning-of-selected-in-paulson-abacus.html.
32 See Kara Scannell, SEC Probes Merrill CDO Sale (June 15, 2011), available at http://www.ft.com/intl/cms/s/0/cf0d5360-96c9-11e0-aed7-00144feab49a.html#axzz1P7gmSwZn; see also William McQuillen, Merrill Lynch Used Same Alleged CDO Fraud as Goldman, a Dutch Bank Claims, Bloomberg News (Apr. 16, 2010), available at http://www.bloomberg.com/news/2010-04-16/merrill-lynch-used-same-alleged-cdo-fraud-as-goldman-a-dutch-bank-claims.html.
33 Cooperative Centrale Raiffeisen-Boerenleenbank, B.A. v. Merrill Lynch & Co., Inc., No. 09-601832, (N.Y. State Supreme Court, New York County, filed Jun. 12, 2009) (Complaint).
35 SEC v. NIR Group, LLC, No. 11-04723 (E.D.N.Y. filed Oct. 2, 2012) (Complaint), available at http://www.sec.gov/litigation/complaints/2011/comp22106.pdf.
37 Intesa SanPaolo, S.P.A. v. Credit Agricole Corporate and Investment Bank, No. 12-02683 (S.D.N.Y. filed Apr. 6, 2012). Defendants have filed motions to dismiss, which have yet to be heard.
38 Tyler Durden, A Look At The Lawsuit Against Michael Lewis, In Which We Find That Brad Pitt Has Bought The Movie Right To “The Big Short,” zerohedge blog (Feb. 28, 2011), available at http://www.zerohedge.com/article/look-lawsuit-against-michael-lewis-which-we-find-brad-pitt-has-bought-movie-right-big-short.
39 See Jody Shenn, How Wing Chau Helped Neo Default in Merrill CDOs Under SEC View, Bloomberg News (May 9, 2010), available at http://www.bloomberg.com/news/2010-05-10/how-wing-chau-helped-neo-default-in-matrix-of-merrill-cdos-under-sec-view.html.
40 Bayerische Landesbank v. Aladdin Capital Management LLC, No. 11-4306, (2d Cir. Aug. 6, 2012), available at http://op.bna.com/srlr.nsf/id/pdid-8wwq4u/$File/aladdin.pdf.
41 Bayerische Landesbank, v. Aladdin Capital Management LLC, No. 11-00673 (S.D.N.Y. July 8, 2011).
42 Supra note 39.
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