Judge Walrath said she would decide on confirmation of the POR based on evidence presented in court and not on opinion, conclusions, or anything derived from debtors’ counsel.
List of likely flaws in the POR so far....
1) Rigging or gerrymandering the POR vote confirmation, and no rights given European shareholders.
2) Blatant conflict of interest by Rosen & Crime, Inc., regarding the estate. (Too many instances to list.) WGM conflict of interest, admitted by WGM, was not remedied by appointment of Quinn Emmanual.
3) Debtors not performing their fiduciary duties to protect equity shareholders and maximize the value of the state. Trying to throw WMB stock in the trash, dismissing NOL’s, Boli/Coli, tax refunds, blah, blah, blah.
4) Almost a total lack of evidence presented in court by the 3 witnesses & Rosen for confirmation of the plan.
5) Credibility of plan confirmation witnesses: 1) Kosturos, the ‘CRO’ (“Honest, your Honor, I evaluated the WMI claims against JPMC & the FDIC all by myself without benefit of counsel!”) Ignorance or ‘misstatements’ regarding CRO to Boli/Coli, and numerous instances of selective amnesia. 2) Goulding: didn’t know if preferreds were voting on POR, etc. (Was he the only one in the courtroom who didn’t know that preferred shareholders were voting on the POR? This guy was supposedly running the thing?!) Also, giving contradictory testimony when
Goulding testified he wasn’t present at BOD meeting to approve the POR, though he was listed as an attendee in the minutes.
6) General releases (blanket amnesty) for JPMC, the FDIC, the WMI board of directors and others for misdeeds both ‘unintentional’ and INTENTIONAL which is against prevailing bankruptcy law. Objected to by the UST, the examiner, etc. "[N]on-consensual releases by a non-debtor of other non-debtor third parties are to be granted only in extraordinary cases."
In re Continental Airlines 203 F.3d 203, 212 (3rd Cir. 2000)
7) No consideration given in exchange for releases from future litigation for the FDIC, JPM, the BOD, and other third parties.
8) $5.8B tax refund. According to the Tax Sharing Agreement, WMI pays the taxes for the entire group of subsidiaries including WMB, and are to be reimbursed by the entities for taxes paid. Rosenfraud & Crime, Inc. have not shown 'proof of payment' by WMB to WMI for the taxes paid from 2003-2008. Therefore, if WMB did not reimburse WMI, the entire tax refund should go to WMI.
9) No clear legal right to the $5.8 billion in tax refunds has been established by JPMC or the FDIC.
10) Rigging the $5.8 billion tax refund by giving JPMC all their money in the first refund, and all of the FDIC’s money in the second refund, bypassing TARP rules.
11) No analysis or evaluation of estate’s claims against JPMC or the FDIC, potentially worth 10’s of billions of dollars, including fraudulent conveyance of $7 billion of capital contributions and the fair value of the estate.
12) No evaluation of claims by the FDIC or JPMC against the estate – Rosen’s argument for gifting our assets away. In the Purchase and Assumption agreement JPMC waived any and all claims against WMI. A NY judge ruled the P&A was binding in a case finding in favor of JPMC limiting their liability.
13) Insider trading by the 4 Hedge Funds, since they were intimately involved in the GSA & POR negotiations, and were buying up WAHUQ's, either to profit or to rig the voting on the POR.
14) Fraud. The 4 hedges are the ones who will control the reorganized company, and it was declared by Rosen yesterday that the $5.5B NOL both: a) doesn't exist, and b) its use is entirely speculative (e.g., no value). They would gain potentially over $5.5B from the NOL in the new company.
requirements" required by Bankruptcy Code.
From Jones, Day article: “The relationship between lockup agreements and bankruptcy law is an uneasy one. This is so because the Bankruptcy Code contains rigorous disclosure requirements that must be complied with as part of the plan confirmation process.”
This may be why Judge Walrath hasn't yet approved the D.S.
16) The BOLI/COLI as to what happened to the $5.2 B, and was it gifted to JPM by the estate for $0.00 without Judge Walrath’s knowledge? It is owned by WMI, has any analysis or independent verification been done to determine if any other party has any right to that money?
17) JPM didn't provide the list of the bought assets as ordered by THJMW, and the FDIC has not provided the 3.1a asset list.
18) Debtors not performing their fiduciary duties to protect equity shareholders and maximize the value of the state.
19) No discovery done by WGM on JPMC and the FDIC, or third parties.
20) The EC and TPS's requests for discovery and documents per Rule 2004 granted by the Judge were totally ignored by JPMC & the FDIC, etc.
You don't think there is some obstruction of justice going on? Since when can parties in a court ignore the Judge’s orders?
21) No independently audited financials in 2 years and 3 months.
22) TPS securities. Did an exchange event occur? Who owns the $11.4 billion securities backing those assets? Is there an NOL attributed to the loss of $3.9 billion which at 42% would amount to approximately $1.64 billion.
23) No shareholder meetings since April 2008, when the company bylaws require one every year. (In April 2011 it will be 3 years since the last one.)
24) Paying WMB $375 million in the POR when they haven’t even established any showing of fraud, the only way they have a legitimate claim against WMI, the holding company, in BK court. Settling for less than 3 cents on the dollar would seem to indicate how they feel about the strength of their claim.
25) Acquisition and sale of WMI assets and properties by JPM without showing that the FDIC had any legitimate claim to assets belonging to the holding company. There is also the question of assets being sold from estate without knowledge or consent of Judge Walrath. And the selling of these assets at less than current market values. Real estate, paintings, subs, etc.
26) Questionable bidding process by the FDIC and JPM. FDIC failure to maximize value of the estate.
27) Missing Visa shares. Originally listed 5.4 million shares, but the Disclosure Statement now lists 3.147 with 2.23 million missing. Plus, the V shares would be ‘sold’ to JPMC for far under market value.
28) POR post petition interest for bond holders at contractual rate instead of Federal rate. ($740M difference would be added to the estate and put WAMPQ’s in the money.)
29) Improper treatment of DIMEQ warrants.
30) WMBfsb issue not resolved. WMI owned the stock. WMBfsb was apparently structured to be separate from WMB in case of BK or a seizure. Date of transference to a sub of WMB may be less than 1 year before BK. Of course, we’re only talking about $29.2 Billion here.
31) Providian may have been transferred to a WMB sub with a year of BK.
32) Insufficient information regarding (Scioto)
(a) the circumstances that gave rise to the filing of the bankruptcy petition;
(b) a complete description of the available assets and their value;
(c) the anticipated future of the debtor;
(d) the source of the information provided in the disclosure statement;
(e) a disclaimer, which typically indicates that no statements or information
concerning the debtor or its assets or securities are authorized, other than those set forth in the disclosure statement;
(f) the condition and performance of the debtor
while in Chapter 11;
(g) information regarding claims against the estate;
(h) a liquidation analysis setting forth the estimated return that creditors would receive under Chapter 7;
(i) the accounting and valuation methods used to produce the financial information in the disclosure statement;
(j) information regarding the future management of the debtor, including the amount of compensation to be paid to any insiders, directors, and/or officers of the debtor;
(k) a summary of the plan of reorganization;
(l) an estimate of all administrative expenses, including attorneys’ fees and
accountants’ fees;
(m) the collectability of any accounts receivable;
(n) any financial information, valuations or pro forma projections that
would be relevant to creditors’ determinations of whether to accept or reject the plan;
(o) information relevant to the risks being taken by the creditors and interest
holders;
(p) the actual or projected value that can be obtained from avoidable transfers;
(q) the existence, likelihood and possible success of non-bankruptcy litigation;
(r) the tax consequences of the plan; and
(s) the relationship of the debtor with affiliates.
33) Did the estate Really arrive at the Disclosure Statement and POR without help from counsel and the $100 Million the estate paid WMG, et. al. “In other words, a party cannot partially disclose privileged communications or affirmatively rely on privileged communications to support its claim or defense and then shield the underlying communications from scrutiny by the opposing party”).
