Fannie Mae-No Politics (FNMA)

[Dollars1]

"The record supports a conclusion that FRBNY, Treasury, and their outside counsel from Davis Polk & Wardwell carefully orchestrated the AIG takeover so that shareholders would be excluded from the process. These entities avoided at all cost the opportunity for any shareholder vote. Having intentionally kept the shareholders in the dark as much as possible, it rings hollow for Defendant to contend that the shareholders waived the right to sue by failing to object." Case law strongly supports this conclusion. In American Airlines, 551 F.3d at 1302, the Federal Circuit observed that “[f]ailure to challenge an improper agency action does not ratify such action or insulate it from later objection and litigation.” The Federal Circuit saw no reason to disturb the trial court’s holding. Id. Similarly, in Clapp, 127 Ct. Cl. at 515, 117 F. Supp. at 582, the Court of Claims ruled “[w]e find it hard to imagine a case where the Government can take a citizen’s money, by refusing him something to which he is entitled, and then keep the money on the ground of estoppel. This defense is beneath the dignity of the Government.” Id. Accordingly, Defendant’s waiver argument is without merit. "