The full text on this page is automatically extracted from the file linked above and may contain errors and inconsistencies.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 1001 9-6064
UNIT 3601
FORTUNE PLAZA OFFICE TOWER A
NO 7 DONG SANHUAN ZHONGLU
CHAO YANG DISTRICT
TELEPHONE (2121 373-3000
BEIJING 100020
PEOPLE 5 REPUBLIC OF CHINA
LLOYD K GARRISON
RANDOLPH E PAUL
SIMON H RJFKIND
LOUIS 5 WEISS
( 1 946-1 991 J
( 1946-1956)
11950-19951
( 1927-1950)
JOHN F WHARTON
(1927-1977)
TELEPHONE l86 1 OJ 5828-6300
12TH FLOOR HONG KONG CLUB BUILDING
3A CHATER ROAD CENTRAL
HONG KONG
TELEPHONE 1852) 2846 0300
ALDER CASTLE
10 NOBLE STREET
WRITER'S DIRECT DIAL NUMBER
LONDON EC2V 7JU
U K
TELEPHONE (44 20) 7367 1600
212 373-3204
FUKOKU SEIMEI BUILDING
WRITERS DIRECT FACSIMILE
2 2 UCHISA\WA\CHO 2-CHOME
CHIYODA-KU TOKYO 100-0011 JAPAN
TELEPHONE (81-3l 3597 8101
212 492-0204
WRITER'S DIRECT E-MAIL ADDRESS
2.001 K STREET NW
WASHINGTON
DC 2.0006 1047
TELEPHONE (202J 223-7300
egoldstein@paulweiss.com
500 DELAWARE AVENUE SUITE 200
POST OFFICE BOX 32
WILMINGTON
DE 19899-0032
TELEPHONE {302\ £55-4410
MATTHEW W ABBOTT
ALLAN J ARFFA
ROBERT A ATKINS
JOHN F BAUGHMAN
LYNN B BAYARD
DANIEL J BELLER
CRAIG A BENSON"
MITCHELL L BERG
MARK S BERGMAN
BRUCE BIRENBOIM
H CHRISTOPHER BOEHNING
ANGELO BONVINO
HENK BRANDS
JAMES L BROCHIN
RICHARD J BRONSTEIN
DAVID W BROWN
SUSANNA M BUERGEL
PATRICK S CAMPBELL*
JEANETTE K CHAN
YVONNE Y F CHAN
LEWIS R CLAYTON
JAY COHEN
KELLEY A CORN ISH
CHARLES E DAVIDOW
DOUGLAS R DAVIS
THOMAS V DE LA BASTIDE Ill
ARIEL J DECKELBAUM
JAMES M DUBIN
ALICE BELISLE EATON
ANDREW J EHRLICH
LESLIE GORDON FAGEN
MARC FALCONE
ANDREW C FINCH
ROBERTO FJNZI
PETER E FISCH
ROBERT C FLEDER
MARTIN FLUMENBAUM
ANDREW J FOLEY
HARRIS B ~REIDUS
MANUEL S FREY
KENNETH A GALLO
MICHAEL E GERTZMAN
PAUL D GINSBERG
ROBERT D GOLDBAUM
ERIC S GOLDSTEIN
ERIC GOODISON
CHARLES H GOOGE, JR
ANDREW G GORDON
BRUCE A GUTENPLAN
GAINES GWATHMEY, Ill
ALAN S HALPERIN
CLAUDIA HAMMERMAN
GERARD E HARPER
BRIAN S HERMANN
ROBERT M HIRSH
MICHELE HIRSHMAN
JOYCE S HUANG
DAVIDS HUNTINGTON
MEREDITH J KANE
ROBERTA A KAPLAN
BRADS KARP
JOHN C KENNEDY
ALAN W KORNBERG
DANIEL J KRAMER
DAVID K LAKHDHIR
STEPHEN P LAMB*
JOHN E LANGE
DANIEL J LEFFELL
XIAOYU GREG LJU
JEFFREY D MARELL
JULIA TARVER MASON
MARCO V MASOTTI
EDWIN S MAYNARD
DAVID W MAYO
ELIZABETH R McCOLM
MARK F MENDELSOHN
TOBY S MYERSON
JOHN E NATHAN
CATHERINE NYARADY
ALEX YOUNG K OH
JOHN J 0 NEIL
KELLEY D PARKER
ROBERT P PARKER•
MARC E PERLMUTTER
MARK F POMERANTZ
VALERIE E RAOWANER
CAREY R RAMOS
CARLL REISNER
WALTER G RICCIARDI
WALTER RIEMAN
RICHARD A ROSEN
ANDREW N ROSENBERG
PETERJ ROTHENBERG
JACQUELINE P RUBIN
RAPHAEL M RUSSO
JEFFREY D SAFERSTEIN
JEFFREY B SAMUELS
DALE M SARRO
TERRY E SCHIMEK
KENNETH M SCHNEIDER
ROBERT B SCHUMER
JAMES H SCHWAB
STEPHEN J SHIMSHAK
DAVID R SICULAR
MOSES SILVERMAN
STEVEN SIMKIN
JOSEPH J SIMONS
MARILYN SOBEL
TARUN M STEWART
ERIC ALAN STONE
AIDAN SYNNOTT
ROBYN F TARNOFSKY
JUDITH R THOYER
DANIEL J TOAL
MARK A UNDERBERG
LIZA M VELAZQUEZ
LAWRENCE G WEE
THEODORE V WELLS J R
BETH A WILKINSON
STEVEN J WILLIAMS
LAWRENCE I WITDORCHIC
JORDAN E YARETT
KAYE N YOSHINO
TONG YU
TRACEY A ZACCONE
T ROBERT ZOCHOWSKI JR
*NOT ADMITTED TO THE NEW YORK BAR
November 22, 2010
By Email and Federal Express
Gary J. Cohen, Esq.
General Counsel
Financial Crisis Inquiry Commission
1717 Pennsylvania A venue, NW
Suite 800
Washington, DC 20006-4614
Publication of JPMorgan and Bear Stearns Confidential Interview Materials
Dear Gary:
On behalf of JPMorgan Chase & Co. (with its subsidiaries, "JPMorgan"), I
write in response to the Commission's notices regarding the potential wholesale
disclosure of confidential summaries, transcripts and/or audio files of Commission
interviews of current and former employees of JPMorgan and Bear Stearns (the
"Interview Materials") on the Commission's website as part of its "oral history" project.
Respectfully, we object to the proposed disclosure of the Interview Materials, which is
contrary to repeated express assurances regarding confidentiality provided by the
Commission staff, unfairly prejudices JPMorgan and/or the individuals in question, and is
unnecessary in light of the already-established procedure for the dissemination of the
Commission's investigative materials through the National Archives.
During our many interactions with Commission staff members over the
past year, we were never informed that any tape-recording, transcript or summary of any
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
Gary J. Cohen, Esq.
2
Commission interview might be published in its entirety. To the contrary, we and the
witnesses were assured that the purpose of the interviews was to aid the Commission in
drafting its Report and/or to provide relevant information to the Commissioners in
advance of public hearings. We understood, through our discussions with you, that each
of the interviews would be afforded confidential treatment, subject to the Commission's
archiving requirements. We were explicitly told, in connection with the tape-recording of
certain interviews, that the tape-recordings were being made to ensure that the Report
contained accurate references or quotations. And, with respect to the many interviews
that were not tape-recorded, we were led to believe that staff interview memoranda would
be used solely for purposes of briefing the Commissioners and potentially contributing to
the Report, and were not for public dissemination.
Had we been informed that the Interview Materials potentially would be
published on the Commission's website, we may have objected to the Commission's
interview requests and sought additional time to prepare witnesses. As you are aware, we
provided extraordinary levels of cooperation to the Commission, often making witnesses
available for interviews on extremely short notice. Frequently, in advance of the
interviews the Commission provided only a vague idea of the topics to be covered, many
of which concerned events from years earlier, and never identified prior to the interviews
which of the hundreds of thousands of documents produced by JPMorgan it intended to
show the witnesses. In addition, Commission investigators frequently asked witnesses
questions that could create a misleading or inaccurate record. For example, many
witnesses were asked questions outside their areas of expertise, or questions that sought
the official position of the firm, which non-executive witnesses lacked the authority to
answer. Commission interviewers also frequently urged witnesses to speculate. Given
these circumstances, publication of the Interview Materials would be unfair and flatly
inconsistent with the Commission's representations to us regarding the treatment of
confidential information obtained at the interviews.
In addition to the concerns highlighted above, we object to the publication
of the Interview Materials in light of ongoing litigation against JPMorgan and Bear
Stearns involving many of the topics covered during the Commission's interviews. In
several instances, it was obvious that Commission document requests, interrogatories,
and interview questions were based on allegations in civil action complaints filed against
JPMorgan, Bear Stearns, and/or the individual witnesses. In fact, we were told more than
once by Commission investigators that civil action complaints were among the primary
materials being reviewed by Commission staff in advance of certain interviews. An
overlap between shareholder litigation and the Commission's investigation was evident,
for example, in the Commission's April2010 interviews ofBear Stearns witnesses. 1
It is important to note that, pursuant to the Private Securities Litigation Reform Act,
discovery in the consolidated securities fraud action against Bear Steams has been
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
Gary J. Cohen, Esq.
3
Similarly, an entire interview with a JPMorgan witness substantially overlapped with
litigation against JPMorgan related to its role as the triparty repo agent for Lehman
Brothers Inc. The Commission can avoid providing free discovery to plaintiffs and still
provide the public with an oral history of the financial crisis by allowing the National
Archives to handle the release of the Interview Materials after the expiration of a waiting
period? This solution is similar to the one adopted by the 9/11 Commission, which we
understand released its interview materials exclusively through the National Archives.
We also object to the publication of summaries or "memoranda for the
record" of the thirteen interviews for which no contemporaneous tape-recording of the
interview was made. 3 Inherent in the drafting of an interview summary is the inclusion of
the author's or note-taker's impressions and interpretations of the statements of the
interviewee. Aside from the real risk of inaccurate or incomplete transcription,
particularly given the complicated and often technical subject matter of certain of the
interviews, publication of the Commission's interview impressions and interpretations
almost certainly will result in inaccurate and misleading information being provided to
the public. To guard against this possibility, we ask that interview summaries not be
released publicly, or, if they must be, that they be released only through the National
Archives, after a minimum of five years. If the Commission believes that information
from these interview summaries is relevant to the causes of the financial crisis, then we
assume such information will be referenced or quoted in the Commission's Report
(subject to any objections we may make upon reviewing such references in the draft
Report).
If, notwithstanding our objections, the Commission decides to publish
Interview Materials on its website, we respectfully request that the Commission limit the
publication of such materials to senior executives of JPMorgan and Bear Stearns. First,
the interviews of non-executive witnesses, who are largely unknown to the general
public, will be of significantly less interest to the public than the interviews of senior
executives. Second, non-executive employees generally do not speak on behalf of their
employers, and may not ordinarily share details of their employment background and
stayed. Thus, disclosure of the Interview Materials on the Commission's website
would provide plaintiffs with discovery to which it currently is not entitled.
2
We request that the Interview Materials be released by the National Archives after a
minimum waiting period of five years.
3
The interviews of Michael Alix, James Cayne, John Chrin, Wendy de Monchaux,
Paul Friedman, Thomas Marano, Samuel Molinaro, Sandra O'Connor, Howie Rubin,
Alan Schwartz, Warren Spector, and Robert Upton were not recorded. We assume
the interview of Ira Wagner also was not recorded.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
Gary J. Cohen, Esq.
4
compensation publicly. Releasing materials to the public pertaining to these interviews
would be inappropriate and unfair- particularly because the witnesses were not notified
in advance of being interviewed that their interviews might be posted on the
Commission's website. Accordingly, we respectfully request that the Commission not
release the interviews of the following current and former JPMorgan or Bear Stearns
employees:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Michael Alix
William Buell
John Chrin
Ralph Cioffi
Wendy de Monchaux
Scott Eichel
Mark Feldman
Paul Friedman
Mary Haggerty
Thomas Marano
Blythe Masters
Steven Meyer
John Mongelluzzo
Stephanie Mudick
Sandra O'Connor
Howie Rubin
Robert Upton
Ira Wagner
Lela Wingard
Should the Commission nevertheless determine to publish all Interview
Materials on its website over the objections articulated in this letter, we ask that (i) the
Commission redact the particular confidential portions of the Interview Materials we
identify, and (ii) the Commission redact the following confidential subject matter from all
Interview Materials: personal compensation, employment, and health information;
competitively sensitive information involving JPMorgan business operations; and
potentially embarrassing personal commentary on particular individuals. For example:
(1)
The interviews of Paul Friedman, Louis Lebedin, Thomas Marano,
and Robert Upton address their personal compensation;
(2)
The interviews of Sandra O'Connor and Barry Zubrow contain
sensitive, non-public information concerning JPMorgan's business
operations; and
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
Gary J. Cohen, Esq.
(3)
5
The interviews of Thomas Marano, Paul Friedman, Samuel
Molinaro, Alan Schwartz, Wendy de Monchaux, and Steven
Meyer contain their personal reflections on other Bear Steams
employees, which are irrelevant to the causes of the financial crisis
but potentially embarrassing to these witnesses.
Finally, further to our November 10 and November 17 conversations, we
write to confirm the list of confidential documents produced by JPMorgan that the
Commission potentially may disclose publicly. We understand that the attached list
(Exhibit A), which was sent to us the day before the May 5, 2010 Bear Steams hearing,
comprises the bulk of the documents the Commission may release. We also understand
that the Commission may seek to disclose a small selection of additional confidential
documents from JPMorgan, and shortly will provide us with a list of those documents.
Once we have received the Commission's final list of those confidential documents from
JPMorgan that it may potentially publish, we will provide any objections to such
disclosure.
Thank you for your attention to these matters, and please let us know if
you have any questions.
Sincerely,
~lin
EXHIBIT A
From
To
Cc
Date
Subject
"Sarah Zuckerman" <szuckerman@fc1c gov>
Brad S Karp/PauiWe1ss@PauiWe1ss
Jess1ca Carey/PauiWe1ss@PauiWe1ss, Enc S Goldsteln/PauiWelss@PauiWeiSS,
"Gary Cohen" <gcohen@fc1c gov>, "Mma S1mha1" <ms1mha1@fc1c gov>
05/04/2010 01 02 PM
L1st of FCIC Documents for 5/5/10-5/6/10 Heanng
Mr. Karp,
Below please find our final list of documents that we may reference or disclose in
connection with our hearings tomorrow or Thursday.
The first two documents are the only ones that we are adding to the list that we had
previously provided to you. Please let me know if you have any questions.
Best,
Sarah Zuckerman
Financial Crisis Inquiry Commission
szuckerman@fcic.gov
202-292-1388
Bear
Bear
Bear
Bear
Bear
Bear
Bear
Bear
Bear
Bear
Bear
Bear
Bear
Bear
Bear
Bear
Bear
Bear
Bear
2007-0 1-1 0 Bear Stearns
Minutes of a Regular Meeting
of the Board of Directors
2008-03-12 Bear Stearns
Weekly Mortga!!e Risk
2007-03-22 Bear Stearns
Minutes of a Regular Meeting
of the Board of Directors
2007-03-22 The Bear Stearns
Comganies Inc. Finance and
Risk Committee ofthe Board
of Directors Charter, aggroYed
by the Board of Directors
2007-03-29 Jeff Maxer and
Thomas Marano, Fixed
Income Overview
2007-04-21 Email from Ralgh
Cioffi to Gerald Cummins,
Matthew Tannin and John
Gessinger
2007-05 Funding and
Liquidity Package
2007-06-16 Email from Paul
Friedman re Old Lane
2007-06-24 Email from Tom
Marano to Warren Soector
2007-07-23 Memo from Bob
Ugton and Pat Lewis re:
Fundil}g & LiguidityPackaged
2007-08 Fitch Presentation
2007-08-15 Email from Paul
Friedman re Thornburg
2007-08-15 Email2 from Paul
Friedman re Thornburg
2007-08-15 Email from Tom
Morano to Lisa Anzalone
2007-09-18 Bear Stearns
Minutes of a Regular Meeting
of the Board of Directors
2007-12-12 The Bear Stearns
Comganies Inc. Minutes of
Sgecial Meeting of Board of
Directors
2008-0 1-08 Bear Stearns
Breakdown of Revenue from
John Paulson
2008-01-09 Emai I from David
Rawlings re Paulson Partners
follow uo
2008-01-15 Recession
BSC-FCIC 099727958
BSC-FCIC-e00858753
BSC-FCIC 00000109
BSC-FCIC 00000136
BSC-FCIC-e00482200
BSC-FCIC-e00917585
BSC-FCIC-e0060691 0
BSC-FCIC-eOO 118978
BSC-FCIC-e00941555
BSC-FCIC-e00955625
BSC-FCIC-e01001190
BSC-FCIC-eO 1001198
BSC-FCIC-eO 1002000
BSC-FCIC 00000045
BSC-FCIC 00000016
BSC-FCIC-e00773780
BSC-FC IC-e00773 779
BSC-FCIC-e00718676
Bear
Bear
Bear
Bear
Bear
Bear
Bear
Bear
Bear
Bear
Bear
Bear
Bear
Bear
Bear
Bear
Scenario Presentation
PreQared for Risk Policy
Committee
2008-01-17 Bear Stearns Price
Verification Quarterly Uodate
2008-01-30 Memo from Dan
Chen re Weekly Mortgage
Risk
2008-02-05 Oliver Wyman.
Risk Governance Diagnostic
Recommendations and Case
for Economic CaQital
DeveloJ21nent
2008-02-06 Bear Stearns
Weekly Mortgage Risk
2008-02-15 Email from Sam
Molinaro to Alan Schwartz
2008-02-20 Mortgage
Portfolio Uodate
2008-02-20 Memo from Dan
Chen re Weekly Mortgage
Risk
2008-02-27 Email from Paul
Friedman re Non-Agency
AAA Financing for Non-IG
Clients
2008-02-28 Email from Mary
Rose O'Kane to Mike Alix
2008-03-08 Email from Paul
Friedman re Thornburg
2008-03-09 Email from Paul
Friedman re Thornbuw
2008-03-12 Memo from Tom
Morano, Paul Friedman,
Wayne Buchman re
Thornburg Mortgage
Forbearance
2008-03-12 Email from Paul
Friedman to Tom Marano re:
Fixed Income
2008-03-12 Email from David
Rawlings to Alan Schwartz re
Client Calls
2008-03-13 Email from
Thomas Marano to Scott
Eichel re: Bear Credit
Concerns affecting abx, cdx.
and ig cds Business with RBC
2008-03-13 Bear Stearns
Minutes of a Soecial Meeting
BSC-FCIC-e00716408
BSC-FCIC-e00716408
BSC-FCIC-eOO 143268
BSC-FCIC-e00827719
BSC-FCIC-eOO 145922
B SC- FC IC-e00739994
BSC-FCIC-e00739921
BSC-FCIC-e00791437
BSC-FCIC-e00745255
BSC-FCIC-e008541 06
BSC-FCIC-e00795241
BSC-FCIC-e00859743
BSC-FCI C-e00859994
BSC-FCIC-eOO 152678
BSC-FCIC-e00861545
BSC-FCIC 00000368
Bear
Bear
Bear
JPMorgan
of the Board of Directors
2008-03-16 Bear Stearns
BSC-FCIC 00000340
Minutes of a SQecial Meeting
of the Board of Directors
2008-03-26 Email from Paul BSC-FCIC-e0089831 0
Friedman to Wayne Buchan,
et al. re Thornburg Mortgage
Deal Pricing
The Bear Stearns ComQanies BSC-FCIC 00000131
Inc. 2007 Performance
ComQensation Plan reguires
aggroval from both the Board
of Directors and the
stockholders.
20 I 0-04-26 JPMorgan
Re:m_onse to lnterrog_atories
This email and its attachments may contain privileged and/or confidential materials and is
intended solely for the use of the addressee. If you are not the intended recipient, it is
prohibited that you use or disseminate any information found in the email or its
attachments. Please delete all copies of it and its attachments and notify the Financial
Crisis Inquiry Commission at 202-292-2799 immediately that you received this email in
error. Although we attempt to sweep e-mail and attachments for viruses and spyware, we
do not guarantee that either are virus-free or spyware-free and accept no liability for any
damage sustained as a result of viruses or spyware.
@FedFRASER