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Judge: Wells Fargo directors can’t duck claims over fake accounts

Bloomberg//Kartikay Mehrotra and Jef Feeley//October 5, 2017

Judge: Wells Fargo directors can’t duck claims over fake accounts

By Bloomberg

//Kartikay Mehrotra and Jef Feeley

//October 5, 2017

Wells Fargo & Co. executives and directors accused of steering the bank into the worst scandal of its modern history were ordered to defend a lawsuit accusing them of profiting from the creation of millions of fake customer accounts.

A San Francisco federal judge ruled Wednesday that shareholders can proceed with a suit alleging the company’s top brass “repeatedly and brazenly” failed to serve Wells Fargo’s best interests. He found plaintiffs’ complaint properly laid out evidence showing executives and directors made false statements about the scheme in the bank’s filings to the U.S. Securities and Exchange Commission.

The judge did, however, dismiss insider-trading claims under California law against Chief Executive Officer Tim Sloan and Chief Risk Officer Michael Loughlin, as well as former CEO John Stumpf and former head of community banking Carrie Tolstedt, both of whom left soon after the scandal became public.

“The court finds that plaintiffs have plausibly alleged the director defendants made material and misleading statements through their participation in and approval of Wells Fargo’s public filings,’’ U.S. District Judge Jon Tigar concluded in a 49-page ruling.

Del Galloway, a Wells Fargo spokesman based in Washington, didn’t immediately return a call or an email Thursday seeking comment.

The judge’s ruling on Wells Fargo directors’ request to have the case thrown out didn’t address the merits of the dispute and is only one of several procedural hoops investors have to jump through to get the case to trial.

An independent probe commissioned by the bank concluded in April that senior bank managers failed to heed warnings of spreading sales abuses for more than a decade, treating thousands of fired employees as rogues, and then downplayed the mounting terminations as the board began raising questions.

The bank also moved to withhold $32 million performance shares and cash bonuses from managers including current CEO Sloan and CFO John Shrewsberry. In September 2016, it forced Stumpf, the bank’s former top executive, to forfeit $41 million in stock and Tolstedt to cough up unvested shares worth $19 million.

As of April, the bank had spent at least $445 million on fines, remediation, consultants and civil litigation. The company still faces a raft of investors’ securities suits seeking to recoup losses from a $30 billion decline in market capitalization after the scandal broke and wrongful-termination cases filed by fired bankers.

Tigar found the bank’s board members and managers knew about the illicit account-creation scheme by 2014 and also knew they’d made false statements in securities filings about the program, designed to bump up bonuses for Wells Fargo employees.

“Just as it is implausible that the director defendants were unaware of the account-creation scheme given the extent of the alleged fraud and the number of red flags, it is implausible that Wells Fargo’s senior management, involved in the day-to-day operations of the bank” weren’t aware of the effort, the judge said.

The case is In re Wells Fargo & Co. Shareholder Derivative Litigation, 16-cv-05541, U.S. District Court, Northern District of California (San Francisco).


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