Directors Disappoint by What They Don't Do

FAIR GAME

" Directors Disappoint by What They Don’t Do" By Gretchen Morgenson – Pub. New York Times - May 11, 2013*

Ms. Morgenson:

I'm surprised you didn't include the classic example of ‘Directors Disappointing’ provided by the Board of Directors at Countrywide Financial.

Shouldn't that board have been suspicious of, and more reluctant to approve, Angelo Mozilo's serial changes to his optioned stock liquidation program? Should that board of directors have been less willing to approve and extend the significant corporate 'stock buyback' program, contemporaneous to Mozilo's option sales? And, should that board have recognized it was a buyback program which gave artificial price support to Mozilo's significant sales of his optioned stock? Should the board of directors at Countrywide have been more curious about Countrywide’s mortgage sales (origination) procedures, the risks of mortgage application falsification, and the non-verification of assets and income of mortgage applicants? Should the Countrywide Board of Directors have questioned, and perhaps even requested, the independent audit details for the quality classifications of Countrywide's mortgage investment portfolio. Should the Countrywide Board of Directors have wondered why Stanford Kurland, Angelo Mozilo's heir apparent, abruptly resigned from Countrywide in 2006? (1) An interesting point, Stanford Kurland is a long time friend (and confidant?) of BackRock CEO, Laurence Fink.

It seems Countrywide board members like Kathleen Brown(2) and Henry Cisneros(3) should have had the financial sophistication to be more concerned about what was happening, in general, in the mortgage market, and, in specific, more concerned about what was happening at Countrywide Financial.(4)

Maybe, that board of directors subscribed to former Citibank CEO, Chuck Prince’s business theory. You may recall what Chuck Prince said about the mortgage bubble, ". . . as long as the music is playing, you've got to get up and dance".(5)

But, I think it’s appropriate to ask, should a board of directors be dancing, or should it be calling the tune?

Footnotes:

1. “Kurland left his job as president and chief operating officer of Countrywide in September 2006, just as the housing market began its descent. The previous year, in 2005, he was paid $19.2 million and made an additional $13.7 million by exercising stock options, according to Reuters. See, “Former Countrywide No. 2 Sees Opportunities in Troubled Mortgages” By Matthew Padilla - pub. Orange County Register - June 10, 2008 - at: http://mortgage.ocregister.com/2008/06/10/former-countrywide-no-2-sees-opportunities-in-troubled-mortgages/

Also see: “Inside the Trillionaires’ Club at BlackRock” By Shawn Tully – CNNMoney - August 17, 2009 From “Lesson No 2 When Investments Get Complex, Do Your Homework” at: http://money.cnn.com/2009/08/12/news/companies/blackrock_trillionaires_club.fortune/http://

In late 2006 the company developed a model that put a lower, more realistic number on the incomes subprime borrowers were claiming on their "no doc" loans. The projections were shocking: BlackRock figured that when the loans reset to their new, higher rates in a couple of years, most borrowers would be spending more than half their real incomes on mortgage payments. Foreseeing an avalanche of defaults, BlackRock dumped subprime bonds in early 2007 when the prices were still lofty.

And see, "Those Valley Boys" at: http://www.scribd.com/doc/141134898/Those-Valley-Boys%20http://

2. Kathleen Brown is the sister of, then State of California Attorney General, now California Governor, Jerry Brown. See: Kathleen Brown, Wikipedia: http://en.wikipedia.org/wiki/Kathleen_Brown

3. Henry Cisneros was the Director of The Department of Housing and Urban Development (HUD) during Clinton's first term as president. In that position he was very instrumental in the implementation of Clinton’s Affordable Housing Initiative which is credited with ‘putting enforcement teeth” into Jimmy Carter’s Community Reinvestment Act. see Henry Cisneros, Wikipedia: http://en.wikipedia.org/wiki/Henry_Cisneros

4. “The Tragedy of Countrywide Financial and Angelo Mozilo” By Gary Jacobson pub. Muckety June 28, 2008, at: http://news.muckety.com/2008/06/26/the-tragedy-of-countrywide-financial-and-angelo-mozilo/3712

5. Citigroup Chief Still Bullish on Buy-Outs By Michoyo Nakimoto and David Wighton - pub. Financial Times - July 9,2007. See the quote, at: http://www.ft.com/intl/cms/s/0/80e2987a-2e50-11dc-821c-0000779fd2ac.html#axzz2T5N8MHGw

When the music stops, in terms of liquidity, things will be complicated. But as long as the music is playing, you’ve got to get up and dance. We’re still dancing,”

Additional background: Shortly after being inaugurated into his second term as U.S. President, Bill Clinton discusses his Affordable Housing Initiative in a PBS NewsHour interview. “Bill Clinton: Laying the Foundation for The House of Cards”:

Black Swans

On Thursday (1/17/2013) The U.S. Federal Reserve Bank released the transcripts of its 2007 meetings. [Late 2007 was when the the great housing and mortgage bubble began to suddenly deflate.]

If you depend upon the most knowledgeable economic and financial experts to anticipate the economy’s behavior, and / or to give you advice on how you should behave, so as to grow and protect your assets, the two articles below may cause you to doubt the ability of such experts, and to confirm the existence of Black Swans.(1)
Days Before the Housing Bust, Fed Doubted Need to Act By Binyamin Applebaum – pub. New York Times - 1/18/2013, at: http://www.nytimes.com/2013/01/19/business/economy/fed-transcripts-open-a-window-on-2007-crisis.html?nl=todaysheadlines&emc=edit_th_20130119

Records Show Fed Wavering in 2007 By Jon Hilsenrath and Christina Peterson – pub. Wall Street Journal - 1/18/ 2013, at: http://online.wsj.com/article_email/SB10001424127887323968304578249664285846402-lMyQjAxMTAzMDEwOTExNDkyWj.html?mod=wsj_valettop_email
Timothy Geithner's flat-footed reaction is even more amazing when you realize that Geithner worked in the Japanese Embassy, as a Treasury Department attaché, at the beginning of Japan's "Lost Decade".

Japan's "Lost Decade' was a financial crisis which began with the collapse of the Japanese commercial real estate bubble. The collapse of the Japanese commercial real estate bubble created problems for the Japanese economy which are very similar to the problems U.S. and global economies have been experiencing since 2008.(2)

From a January 18, 2013 New York Times article, "Days Before The Bust, Fed Doubted Need to Act" By Benyamin Applebaum (at the time of the Federal Reserve's transcript's creation William Poole, was the Chief Executive Officer of the Federal Reserve Bank of St. Louis).
“The outcome would have been different only if the Fed and others had reacted back in 2004, 2005, 2006” to curtail subprime mortgage lending, Mr. Poole, now a senior fellow at the libertarian Cato Institute, said on Friday in an interview on CNBC.(3)
Footnotes:
(1) For more on Black Swans see Wikipedia entry, at: http://en.wikipedia.org/wiki/Black_swan_theory 

(2) For more on Japan’s Lost Decade see Wikipedia entry, at: http://en.wikipedia.org/wiki/Lost_Decade_(Japan)

(3) For the full CNBC interview with Mr. Poole go to YouTube and watch, An Interview with former President of the St. Lewis Federal Reserve, William Poole:

More:
"The Role of the Government Sponsored Enterprises and Federal Housing Policy in the Financial Crisis”, at: http://www.scribd.com/doc/106248756/The-Role-of-the-Government-Sponsored-Enterprises-and-Federal-Housing-Policy-in-the-Financial-Crisis

On YouTube key-words-search, and watch, a January 1998 PBS NewsHour interview with then President Bill Clinton, titled "Bill Clinton: Laying the Foundation for The House of Cards"

Who's Sorry Now . . .

Burdened by Old Mortgages, Banks Are Slow to Lend Now By Nick Timiraos Wall Street Journal, pub. October 3, 2012

From the article:
Part of the problem lies in changes in mortgage processing over the past few decades. Fannie and Freddie rolled out automated-underwriting systems in the mid-1990s that allowed lenders to punch borrower data into computer systems in order to receive faster approvals or denials.

The mortgage bust highlighted weaknesses. Fannie and Freddie did few upfront reviews of loans that they purchased; instead, they screened some of those that went bad, forcing banks to buy back any with obvious signs of negligence or fraud.

After the meltdown, the mortgage giants began hiring armies of auditors—called "bounty hunters" by bank executives—to conduct detailed reviews of loan files to spot errors that could justify a put-back.

deja vu

Bill Clinton: Building the Foundation for The House of Cards

In this PBS NewsHour video-clip aired January 21, 1998 President Bill Clinton points to his accomplishment of having his 'regulators' force banks to grant loans to applicants to whom the banks would not have otherwise granted loans.

  

In this video-clip President Clinton, claims that 85% of the loans issued under the guidelines of the (then 20 plus year old) Community Reinvestment Act were issued during his first five years in office.

  

Is it any wonder that the GSE's, Fannie Mae and Freddie Mac, under direction from Clinton and his two administration's HUD Chairmen, Henry Cisneros, and later Andrew Cuomo, continued lowering the standards for loans they would purchase from mortgage originators?

 

And, is it any wonder that investment banking interests devised ways to 'package' large numbers of mortgage loans into "tranches" of different risk level in order to diversify the risk they were being pressured through regulatory mandate, and political persuasion, to accept?

 

Notice that Clinton mentions this activity was not necessarily an affirmative action or civil rights oriented activity, but rather that it had significant impact on the economy. . . . 

 

Further Reading:

See, The Community Reinvestment Act, at: http://en.wikipedia.org/wiki/Community_Reinvestment_Act

 

Bill Clinton's Drive to Increase Homeownership Went Way Too Far By Peter Coy -pub. in Bloomberg BusinessWeek 2/28/2008, at: http://www.businessweek.com/the_thread/hotproperty/archives/2008/02/clintons_... 

  

Bill Clinton, Wanted For Crimes Against Our Economy By Jim Newman pub. 2/27/2012, at: http://kayleighmcenany.com/2012/02/27/jim-newman-bill-clinton-wanted-for-crimes-against-our-economy/

 

 Key words search for: Janet Reno threatens banks

 

Jingle Mail

Michael Burry, M.D. was one of the earliest investment fund managers to recognize the problems in the housing and mortgage market. Dr. Burry’s story is very well told in a chapter of the book The Big Short By Michael Lewis, and also in an article which was published in Vanity Fair Magazine titled Betting on the Blind Side, also written by Michael Lewis1 . This morning I was doing some searching and reading on the mortgage market and some of the key-players in the market. In that activity, I came upon a link to Dr. Burry’s published Scion Capital Investment Newsletters. As I was browsing through the letters, I discovered this very interesting comment (prediction) from Dr. Burry’s Second Quarter of 2003 Letter to Investors2. I thought you might like to see this comment from the Scion 2Q 2003 Letter to Investors:
When home prices begin to fall, a natural level of weak support may develop around a loan-to-value ratio of one. That is, when equity in a home approaches zero, the homeowner ought to become reluctant to sell. History suggests any such strategy should prove foolhardy. Trends in housing tend to be long and headstrong, and hence not easily resisted…The development of significantly negative home equity among the same homeowners that also comprise the world’s most voracious consumers would likely trigger several economic problems…banks would become reluctant to lend to home buyers. The effect would be to contract the credit available to would-be homeowners and therefore severely undercut the main late-cycle driver of demand…These problems would compound the worsening domestic employment situation, further reducing demand for residential housing and thereby producing the requisite positive feedback loop that historically has allowed burgeoning asset deflation to accelerate. As the real estate deflation wears on, it would not be unreasonable to expect that unemployment-induced income shocks mix in toxic fashion with the comparatively high mobility tolerance of the United States citizenry, motivating homeowners to start sending their keys to the bank in ever-increasing numbers. Many banks taking possession of increasing amounts of real estate will ultimately fail themselves. A catharsis could then take shape, and home prices would leg down yet again. After much pain both despair and disgust will settle in, and a bottom would begin to form.

-Scion 2Q 2003 Letter to Investors
Footnotes:
1. Betting on the Blind Side By Michael Lewis – published in Vanity Fare Magazine | April 2010 at> http://www.vanityfair.com/business/features/2010/04/wall-street-excerpt-201004

2. Scion Capital 2Q Letter to Investors at> http://www.scioncapital.com/PDFs/Scion%202008%201Q.pdf

B of A Settles Discriminatory Lending Case

B of A Settles Lending Case By Ruth Simon and Brent Kendall

Wall Street Journal ~ December 22, 2011

 

Mr. Melton Commented: BofA just did not do due diligence and helped CW hide it's wrong doing and would have gotten away except for the housing mess.

 

Reply To: Mr. Melton, Please note that the allegations in the article claim that most of the overcharging took place "from 2004 through 2008, at the height of the housing bubble". During that time Bank of America was actually, in many ways, a competitor of Countrywide Financial.  During that time Countrywide Financial had borrowed significant amounts of money from B of A, and Countrywide had a large authorized line-of-credit with B of A.

 

Toward the end of Countrywide's independent existence, executives at Countrywide, and most significantly Angelo Mozilo, claimed Countrywide had insignificant sub-prime exposure and that the company was in strong financial condition. Not long after the last time they made that claim Countrywide exercised the balance of the authorized B of A line of credit. I have always thought that when B of A bought Countrywide, B of A did it, in significant measure, to protect the B of A loans which B of A made to Countrywide without any knowledge (apparently) of what a snake-pit Countrywide actually was.

 

It's interesting that you claim that B of A participated in the alleged activities while in fact it was a competitor of, and a banker for, Countrywide, yet you don't question why Countrywide's Board-of-Directors and the CFO at Countrywide weren't more aware of the alleged abuses, and why they weren’t more actively engaged in monitoring and bridling-in the alleged abuses.

 

What kinds of people sat on Countrywide's Board-of-Directors almost up-to the very end? Were they unsophisticated rubes with no understanding of mortgage finance and no understanding of what was going on? If you think that might be the case, key-words-search: "The Tragedy of Countrywide Financial and Angelo Mozilo Muckety".[1] Notice that Kathleen Brown,[2] the very financially savvy and well credentialed sister of then California Attorney General - now Governor of California - Jerry Brown sat on the Countrywide Board of Directors, as did former (under President Bill Clinton) Director of the U.S. Department of Housing and Urban Affairs (HUD) Henry Cisneros [see, “The Reckoning: Building Flawed American Dreams” By David Streitfeld & Gretchen Morgensen, NYT 10/18/2008.][3]

 

Maybe the abrupt retirement of former President of Countrywide, Stanford Kurland, (who most considered the obvious 'heir apparent' to CEO Angelo Mozilo) about a year 'before the fall' should have been recognized as a sign that it was time to look more closely at what was going on inside Countrywide Financial. [see, "Former Countrywide No. 2 Sees Opportunities in Troubled Mortgages" By Mathew Padilla - Orange County Register, 6/10/2008].[4]

[1] “The Tragedy of Countrywide Financial and Angelo Mozilo” at: http://news.muckety.com/2008/06/26/the-tragedy-of-countrywide-financial-and-angelo-mozilo/3712

[2] Kathleen Brown Wikipedia at: http://en.wikipedia.org/wiki/Kathleen_Brown

[3] “The Reckoning: Building Flawed American Dreams” By David Streitfeld & Gretchen Morgensen, NYT 10/18/2008 at: http://www.nytimes.com/2008/10/19/business/19cisneros.html?pagewanted=all

[4] “Former Countrywide No. 2 Sees Opportunities in Troubled Mortgages” By Mathew Padilla – orange County Register - 6/10/2008, at: http://mortgage.ocregister.com/2008/06/10/former-countrywide-no-2-sees-opportunities-in-troubled-mortgages/  

States' Attorney Generals Take the Lead

See an article announcing the Massachusetts Attorney General’s lawsuit against firms in the mortgage industry.

http://realestate.msn.com/blogs/listedblogpost.aspx?post=f996a28d-1b02-4ceb-bf07-ac8483393a03

 

Also, watch this brief video-clip of Georgetown Law Professor Adam Levitin’s testimony before Congress titled, “Federal Regulators Don’t Want to Know: The Blind-Eye Policy” at>

 

The Mortgage Electronic Registration System (MERS) which is mentioned in the lead article is based upon a concept and operating model which was proposed to The Mortgage Bankers Association by the GSE’s, Fannie Mae and Freddie Mac, at a Mortgage Bankers Association meeting in the mid-1990’s. The Mortgage Bankers seemed to like the concept, so Fannie and Freddie financed the creation of MERS with a contribution of 2 million dollars each (from Fannie and Freddie). After MERS was created, Fannie and Freddie invited other major mortgage banking entities to join the MERS via an annual subscription arrangement.

 

The structure and the processes in the MERS system seem to have had some “destined to fail” characteristics which would make an interesting case study of ‘management control and audit procedures’. And, the system also raises some questions about the legality of the system’s processes in the context of common law of land title conveyance. See, “Two Faces: Demystifying the Mortgage Electronic Registration System’s Land Title Theory” by Professor Christopher L. Peterson at > http://search.earthlink.net/search?q=Two+Faces%3A+Demystifying+the+Mortgage&area=earthlink-ws&channel=sbt_sgin&abtcgid=219&abtli=1

 

In late 2010 in a hearing before a Congressional Banking Committee the acting U.S. Controller of The Currency, John Walsh, stated that results from a multi-agency investigation of MERS would be released in early January of 2011. (The investigation was led by The Office of the Controller of The Currency. I never could find the results of that investigation).

 

A bit off-point, but still interesting, current California Governor, Jerry Brown, was the Attorney General of the State of California from 2007-2011. For much of that same period Jerry Brown’s sister, Kathleen Brown, was a member of the Board-of-Directors of Countrywide Financial [Henry Cisneros former Director of the Department of Housing and Urban Development (HUD), during President Bill Clinton’s first term in office, was also on the board at Countrywide during that time]. Kathleen Brown resigned from that board of directors shortly after information about the depth of Countrywide’s financial problems became public and only weeks before Bank of America acquired Countrywide. A few months later, when Jerry Brown was elected governor of California, Kathleen Brown almost immediately moved her Goldman Sachs municipal finance consulting office from Los Angeles, CA to Chicago, IL ‘to avoid any appearance of conflicts of interest’ with her brother’s gubernatorial administration. (See, “The Tragedy of Countrywide and Angelo Mozilo” at > http://news.muckety.com/2008/06/26/the-tragedy-of-countrywide-financial-and-angelo-mozilo/3712 and see Kathleen Brown's Wikipedia at > http://en.wikipedia.org/wiki/Kathleen_Brown