By Pam Martens and Russ Martens: January 17, 2023 ~
In a January 12 Substack column penned by Sam Bankman-Fried, the indicted co-founder and former CEO of collapsed crypto exchange, FTX, he writes that “When I would visit NYC, I would sometimes work out of S&C’s office.” S&C is shorthand for the 144-year old Big Law firm, Sullivan & Cromwell, which has come under withering media attention for attempting to steamroll its way into the position of lead counsel in the FTX bankruptcy proceedings – including investigating its own conduct as outside counsel to Sam Bankman-Fried and his byzantine collection of crypto companies.
Wall Street On Parade has been covering the mushrooming conflicts of interest held by Sullivan & Cromwell since two days after FTX (and its herd of more than 100 related companies) filed their Chapter 11 bankruptcy petition on November 11. Today, we will shine an even brighter light on those conflicts.
The 8-count criminal indictment against Sam Bankman-Fried by the U.S. Department of Justice makes it clear that pretty much everything Sam Bankman-Fried did involving electronic business communications from 2019 to November 2022 was wire fraud deployed to misappropriate customer deposits and use “those deposits to pay expenses and debts of Alameda Research, Bankman-Fried’s proprietary crypto hedge fund, and to make investments” in other companies, most of which were crypto related. If Bankman-Fried was on the premises of Sullivan & Cromwell during that span of time, which appears highly likely since he came to New York for meetings and speaking engagements, there is also the strong likelihood that he engaged in the alleged wire fraud from their premises.
Just being on the premises of Sullivan & Cromwell and using their phones or wi-fi without their knowledge to commit wire fraud might not be a fatal conflict against the law firm, were it not for the fact that Wall Street On Parade has discovered that an inordinate amount of Sullivan & Cromwell’s other current clients appears to have received more than $1 billion of FTX’s misappropriated customer funds.
On December 21, Sullivan & Cromwell filed a large document with the FTX bankruptcy court which included (scroll down) a Declaration by S&C partner Andrew Dietderich. Included in that Declaration was a list of current and former S&C clients who had relationships with FTX and its related companies.
Dietderich provided no specificity on those relationships other than a one-word or two-word description, such as “vendor,” “contract counterparty,” “investments,” “competitor,” etc.
Wall Street On Parade cross-checked those S&C current clients which were designated by the law firm as “contract counterparty” or “investments” with public records and an internal FTX document published by the Financial Times showing investments made by Sam Bankman-Fried’s hedge fund, Alameda Research, or its affiliated units. We discovered seven clients of Sullivan & Cromwell had received loans or investment funds.
Sullivan & Cromwell told the bankruptcy court in a filing that it “is not aware of any conflict between its representation of the Debtors and its representations of its Current Clients or Former Clients that would cause S&C not to be a ‘disinterested person.’ ” But if the funds involved were looted from FTX customers, the funds may have to be clawed back and S&C is hardly in a position to be trusted demanding claw backs from its own customers.
This is what Wall Street On Parade found: (All current client listings are as of December 21, 2022, according to Sullivan & Cromwell.)
BlockFi is another crypto exchange that is a current client of Sullivan & Cromwell. It filed for bankruptcy in November and its court filings indicate that it blames FTX for its own bankruptcy. BlockFi revealed to the court that FTX and Alameda Research owe BlockFi more than $1 billion, consisting of $680 million in a loan that Alameda has defaulted on and $355 million in funds frozen on the FTX crypto exchange.
Sullivan & Cromwell lists Anchorage as a current client. Anchorage provides infrastructure for institutions to enable crypto custody, exchange, staking and other services. According to the document obtained by the Financial Times, Clifton Bay Investments (formerly known as Alameda Research Ventures) provided $20 million as an equity investment in Anchorage. Public records put the date of that investment in or around December of 2021 – well within the timeframe when federal prosecutors say Sam Bankman-Fried was using customer funds to finance investments by Alameda Research and its venture fund units.
Aptos, a blockchain startup by former Facebook employees, is also listed as a current client of Sullivan & Cromwell. The internal document published by the Financial Times indicates Aptos received $75 million from Clifton Bay Investments, formerly known as Alameda Research Ventures. News reports put the date of the investment in or around July 2022.
ConsenSys is a blockchain technology company and a current client of Sullivan & Cromwell. According to a press release from the company, it received funding from Alameda Research, along with others, in April 2021. The Financial Times internal document indicates that the funding came in the form of a $750,000 convertible note. (Wall Street mega banks, JPMorgan Chase and UBS, also participated in that funding round. Both are listed as current clients of Sullivan & Cromwell.)
Fanatics is a sports merchandising and sports trading card company. Sullivan & Cromwell lists it as a current client. According to the internal document published by the Financial Times, Fanatics received a $10 million equity investment from Alameda Research Ventures (a/k/a Clifton Bay Investments). The date of that investment could not be determined.
Polygon Network is an Ethereum blockchain platform for scaling and infrastructure development. According to TechCrunch, Alameda Research participated in a funding round that occurred in February 2022. The Financial Times’ internal document from FTX characterizes the investment as $50 million invested in a token.
The Polygon Network funding round was led by Sequoia Capital, another current client of Sullivan & Cromwell, which had itself invested $210 million in Sam Bankman-Fried’s now collapsed FTX crypto exchange. According to CNBC, Sequoia Capital marked its FTX investment down to zero in November.
There are a number of companies that carry the name “Rocket.” We were unable to determine which “Rocket” company Sullivan & Cromwell has indicated is its client. The Financial Times internal document indicates that “Rocket” received $150,000 from Alameda Ventures (a/k/a Maclaurin Investments).
As Wall Street On Parade previously reported, Sullivan & Cromwell also represents four of FTX’s major competitors: BlockFi, Coinbase, Gemini, and Kraken; a former Sullivan & Cromwell partner, Ryne Miller, was serving as General Counsel of FTX US at the time it imploded into bankruptcy; and at least 16 Sullivan & Cromwell attorneys did legal work for FTX and/or Alameda Research prior to the bankruptcy filing.
Four sitting U.S. Senators have filed a letter with the FTX bankruptcy court raising alarms about Sullivan & Cromwell’s conflicts; the Justice Department’s U.S. Trustee overseeing the bankruptcy proceedings has also raised multiple concerns about Sullivan & Cromwell’s conflicts.
An FTX customer, Warren Winter, has filed a scathing objection with the court to Sullivan & Cromwell serving as lead counsel. Winter’s attorneys write as follows:
“Sullivan & Cromwell was one of the FTX Group’s ‘primary external law firms’ before the FTX Group collapsed. To date, the FTX Group has paid the firm more than $20.5 million in fees and retainers. Now, in the most flagrant attempt by a fox to guard a henhouse in recent memory, Sullivan & Cromwell has applied to be appointed the FTX Group’s bankruptcy counsel with duties that would include ‘investigating all potential estate causes of action.’ But it has revealed almost nothing about its prepetition work for Sam Bankman-Fried’s fraudulent enterprise — and failed to disclose or elided glaring conflicts of interest.”
Winter goes on to reveal the following to Judge Dorsey:
“Two former Sullivan & Cromwell lawyers are General Counsel to FTX Group entities. Sullivan & Cromwell did not disclose these connections in its Application and therefore violated Federal Rule of Bankruptcy Procedure 2014, which requires a statement ‘all of [the firm’s] connections with the debtor … [and the debtor’s] attorneys.’ What’s more, disclosed or not, these connections create a conflict of interest and are disqualifying. FTX US General Counsel Ryne Miller is a former partner at Sullivan & Cromwell…Miller is alleged to have played a key role— perhaps the key role—in wresting control of the FTX Group from Sam BankmanFried and directing this extremely valuable bankruptcy matter to his former firm. According to Bankman-Fried, and supported by what appears to be genuine evidence, Miller proclaimed to have usurped control of the FTX Group by November 8th. He immediately secured a $12 million retainer for his former firm and allegedly mounted an ‘extreme pressure’ campaign to put the FTX Group into bankruptcy with Sullivan & Cromwell and its hand-picked CEO at the helm.
“FTX Ventures General Counsel Tim Wilson is another former Sullivan & Cromwell lawyer. The Securities and Exchange Commission has alleged that FTX Ventures made at least $200 million in venture-capital investments using customer funds that had been misappropriated through Alameda Research….”
Thus far, the Judge hearing the FTX bankruptcy case, John Dorsey, has allowed Sullivan & Cromwell to step into the shoes as lead counsel pending a formal order to be taken up at a future hearing. Judge Dorsey dismissed the letter from the four U.S. Senators as “inappropriate,” rather than recognizing it as a siren call that a four-alarm crypto fire is out of control in his courtroom.