Month: June 2011

Amazing Chutzpah – Securities America asks reps to “pinky swear” reports InvestmentNews

So when is a contract not a contract? Or is it a contract? In a bizarre move, Securities America has asked its representatives to sign pledges of loyalty to the firm. The real question in my mind is this – which has more legal validity, the loyalty letter or a “pinky swear”? Perhaps they’re the legal equivalent.

Investment News reports that a letter went out to the sales force and is essentially asking for a pledge to stay. What happens to those brokers who don’t sign? What happens to supervisors whose brokers don’t sign? If a broker leaves, will Securities America pursue him/her for breach of a “pinky swear”?

Who came up with this idea? What will happen if these scenarios occur? 1) a broker is fired for not signing the pinky swear or 2) a broker claims breach of contract because they signed the pinky swear and was later fired for other than compliance reasons. Hmmmm. This won’t keep me up at night, but I’m thinking that this was a retail-side idea and not vetted by lawyers.

That’s the under-90 degree view of one lawyer from Jupiter, Palm Beach County, Florida. I’m Marc Dobin.

Wall Street Never Learns

When I was a young punk, just a few years out of New York Law School, Janney Montgomery Scott fired an analyst named Marvin Roffman. What offense did Mr. Roffman commit? None, said Janney.

Mr. Roffman disagreed. He said he was fired because he said negative things about the Trump Taj Mahal project, in particular its bonds. He said that the Trump Organization threatened Janney and that he was fired as a result of higher-level corporate interaction. He filed an arbitration and, in one of those rare perfect coincidences, the Taj Mahal filed for bankruptcy just before the arbitration. This was 20 years ago, but I think it was the week that the arbitration was supposed to start.

I remember calling the lawyer representing Mr. Roffman, Scott Vernick, and encouraging him, telling him that his case got a whole lot better. Mr. Roffman, I am sure, was able to testify that he not only was fired for giving his opinion, but that he was right in having the opinion. He was awarded $750,000.

Fast forward to today. An article by Jesse Eisinger in the New York Times Dealbook blog describes the treatment of David Maris by Bank of America. The article describes how Maris opined that a company’s financial statements were unreliable and that shareholders should sell.

Guess what? He was fired. According to BofA, he was not fired because of his sell opinion, but for other reasons. Right. Just because BofA is in Charlotte, doesn’t mean they’re not trying to sell the Brooklyn Bridge.

By the way, Maris turned out to be right. The company settled with the SEC due to inaccurate financial statements. Looks like another arbitration where an analyst will say “I was right and they fired me for it.”

That’s the view of one lawyer from Jupiter, Palm Beach County, Florida. I’m Marc Dobin.