Sunday morning juggling

Wachovia CEO Robert Steel bought Wachovia’s stock in a breach of trust, confidence and his fiduciary duty to shareholders while in possession of material, nonpublic information.

On July 9, 2008, Robert Steel became president and CEO of Wachovia after working for Goldman Sachs from 1976 to 2004 and the US Treasury under former Goldman Sachs CEO Henry Paulson from October 10, 2006 until July 9, 2008. Mr. Steel was “the principal adviser to the secretary on matters of domestic finance and led the department’s activities regarding the U.S. financial system, fiscal policy and operations, governmental assets and liabilities, and related economic matters,” according to Wikipedia’s biography. Mr. Steel most likely knew about other firm’s borrowings via his time spent at the U.S. Treasury Department.

On July 22, 2008, Mr. Steel personally purchased 1,000,000 shares of Wachovia’s stock as the company’s TAF borrowing reached $12.5 billion, which appears not to have been disclosed in securities filings audited by KPMG.

In an interview with CNBC’s Jim Cramer On Monday, September 15, 2008, Robert Steel said “I think it’s really about…transparency. People have to understand the assets and really be able to say, this is what I own… Complete disclosure. …we can work through this with transparency, liquidity and capital. …Our strategy was to give you all the data so you could make your own model. We tell you what we’re doing… …we’re raising capital ourselves by basically shrinking the balance sheet, cutting the dividend, cutting expenses. We can create more capital ourselves that way… for now, we feel like we can work through this…” After Jim Cramer asked “Should there be any sort of quick regulatory relief from the SEC that would make life easier to be able to make your bank much stronger?”, Mr. Steel responded “I don’t think it’s about my bank.”

After not reporting TAF loans, Wachovia’s CEO wrote “I, Robert K. Steel, certify that: I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 of Wachovia Corporation; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report” on October 30, 2008.

Mr. Steel was at least aware of Wachovia’s Federal Reserve loans since July, 2012, if not the undisclosed loans to multiples of other financial institutions.

If Mr. Steel was “the principal adviser…on matters of domestic finance and led the department’s activities regarding the U.S. financial system, fiscal policy and operations”, how could he not have known and acted on undisclosed material information?

On June 22, 2010, Robert Steel was appointed Deputy Mayor for Economic Development by New York City Mayor Michael Bloomberg, after which, Steel resigned his seat on the Wells Fargo board. According to Morningstar data, Mr. Steel owned 601,903 shares of Wells Fargo in 2010, which would be worth $20,446,644.91 as of October 26, 2012.

George Hartzman
Greensboro , North Carolina