By Pam Martens and Russ Martens: August 22, 2022 ~
Last week the Federal Reserve announced that it was banning Ronald D. Paul for life from the banking industry. Paul is the former Chairman and CEO of EagleBank, a small bank operating 20 offices in Maryland, Washington, D.C. and Virginia. The Fed also announced it was fining EagleBank $9.5 million for violating the Board’s “insider lending regulation,” over EagleBank extending “credit totaling nearly $100 million to entities that Paul owned or controlled, including certain family trusts, without making appropriate disclosures….”
This is just one more case of the Federal Reserve going after the little fish while taking a hands-off approach to the killer whales – the megabanks on Wall Street.
For more than a decade, JPMorgan Chase has been asserting in its proxy statement that its entire Board of Directors, other than Jamie Dimon, consists of independent directors. In its most recent proxy statement for 2022, JPMorgan Chase asserts that “The Board, having reviewed the relevant relationships between the Firm and each director, determined, in accordance with the NYSE’s listing standards and the Firm’s independence standards, that each non-management director…had only immaterial relationships with JPMorgan Chase and accordingly is independent.”
Got that? “Immaterial relationships.” But JPMorgan Chase has failed to disclose the granular details of a string of financial dealings it has had with companies tied to its Board member James S. Crown, Chairman and CEO of Henry Crown and Company, a private company owned by Crown and his siblings that invest in a sprawling array of businesses.
James S. Crown served on the board of Bank One Corporation from 1991 to 2004. In 2004, Bank One merged with JPMorgan Chase. Crown then continued to serve as a Director of JPMorgan Chase for the next 18 years. He remains on the Board today.
Crown was the Chair of JPMorgan Chase’s Risk Committee in the years leading up to, and during, the investigation of the London Whale scandal where the bank lost $6.2 billion from deposits in its federally-insured bank by gambling in derivatives in London. Crown remained Chair of the Risk Committee during the two felony counts brought by the Justice Department in 2014 related to the bank’s role in the Bernie Madoff Ponzi scheme. Crown also headed the Risk Committee during the 2015 felony count brought by the Justice Department related to the bank rigging the foreign exchange market. Crown remained a member (but not the Chair) of the Risk Committee in 2020 when the bank was charged with its fourth and fifth criminal felony counts by the Justice Department. The 2020 charges against the bank were for rigging the precious metals and U.S. Treasury securities markets. The bank admitted to all five felony counts from 2014 through 2020 and received deferred prosecution agreements from the Justice Department. Not only did the Board of JPMorgan Chase not fire Dimon after this unprecedented string of criminal charges, but it awarded him a bonus of $50 million.
During the years that Crown served on the Risk Committee at JPMorgan Chase, the bank was engaged in a major lending operation with his company, Henry Crown and Company. The details of that specific loan were not disclosed in the bank’s proxy statement.
The loan involved the 2017 purchase of Intrawest Resorts Holdings and Mammoth Resorts by a joint venture formed by an affiliate of KSL Capital Partners and Henry Crown and Company – the largest deal in ski resort history according to the Denver Post. In 2018 the resulting company was named Alterra Mountain Company. The company’s press release indicated that “The destinations that make up Alterra Mountain Company are spread throughout five states and three Canadian provinces: Steamboat and Winter Park in Colorado; Squaw Valley Alpine Meadows, Mammoth Mountain, June Mountain and Big Bear Mountain Resort in California; Stratton in Vermont; Snowshoe in West Virginia; Tremblant in Quebec; Blue Mountain in Ontario; Deer Valley in Utah; and CMH Heli-Skiing and Summer Adventures in British Columbia.”
According to an SEC filing, “The Company [Intrawest] also received draft equity commitment and limited guaranty letters from KSL Capital Partners and Crown, and a draft debt commitment letter from JPMorgan Chase Bank, N.A. (‘JPM’) relating to Parent’s bid.” The ‘Parent’ is Hawk Holding Company, made up of KSL Capital and Henry Crown and Company interests. The SEC filing goes on to note that JPMorgan Chase is one of a syndicate of banks that have “committed to provide a $1.235 billion first lien secured term loan facility, a $196.25 million senior secured revolving credit facility, and a $365 million second lien secured term loan facility, of which $640 million of the loans under the first lien secured term loan facility, $190 million of the loans under the second lien secured term loan facility, and a portion of the commitments under the senior secured revolving credit facility, will be available on the closing date to finance the Transactions….”
Under the corporate governance statute covering “Director Independence,” 17 CFR § 229.407 Item 407, the Instruction to Item 407(a) reads: “The description of the specific categories or types of transactions, relationships or arrangements required by paragraph (a)(3) of this Item must be provided in such detail as is necessary to fully describe the nature of the transactions, relationships or arrangements.” (Italic emphasis added.)
In the case of little EagleBank, the Fed banned its former Chairman and CEO for life from the banking industry over $100 million in undisclosed loans. But in the case of JPMorgan Chase, the largest bank in the United States, the Fed has left the same Chairman and CEO, Jamie Dimon, in place through an unprecedented string of five criminal felony counts and the failure to report loans totaling $1.8 billion tied to a member of its Board of Directors – a Director that the bank calls “independent.”
We’re sending this article along to the Justice Department to test Attorney General Merrick Garland’s recent pronouncement that his Justice Department will operate “without fear or favor.”