Ilene Slatko Report (June 1st Annual Meeting & June 2nd Hearing)
I have decided to post this important report for all to read because I believe we are a community and sharing something of importance its good in the end. So there you have it.
My summary of both the shareholders meeting, 6/1 in NYC, and the court hearing, 6/2 in Wilmington, DE, are as follows:
I arrived at Akin Gump just after 10AM, and was the 2nd to sign in. Chatted with Doreen Logan, comptroller, for a few minutes and then entered meeting room. Another shareholder I recognized was already there. Seats probably for 100, in the end, less than half full, and of those in attendance, the preponderance were BOD, advisors and their attorneys.
Gene started the meeting right on time. My impression was that he would have been happier doing anything other than speaking to us. He introduced the 4 executives of the company and the BOD. His comments were rushed and uninspiring. I wanted a different Chair of the Board! After presenting the agenda, the printed rules of conduct and ensuring everyone had ballots, if necessary, the three items to be voted on were presented. Chad took the ballots and left to do a tally. No surprise all 3 items were approved :(
We then heard an overview of the company from Bill, (we tried and we failed to do a deal...but we're still trying) and Phil gave us a financial overview. Bill then said the floor would be open to questions. First however, we were given areas they wouldn't entertain: compensation questions, since that had been voted and passed; WaMu related questions, since they were the wrong people to ask; and finally, we were told that negotiations for acquisitions were done in confidence, so they wouldn't answer those questions, either.
So, with those instructions, we advanced to the Q&A session. As you know, there is now a written transcript of that session. I was the 2nd one up, and they realized after the 1st person that there was no, or poor, audio. They asked me to speak loudly, and they then paraphrased each subsequent question asked (mine got shortened to 2 sentences from 6 or 7 paragraphs), presuming their mic was on. The questions I asked, although abbreviated well beyond recognition, did elicit a response from the treasurer, Phil, who was seated next to Chad, and had seen us greeting each other. Not one person on the BOD, other than Gene, looked at any shareholder. Gene had a pained look on his face the entire time.
It was only after I received several texts and tweets that I realized no one could hear well (I asked Bill to please try and post a transcript...glad he did).
After we had an opportunity to ask questions, they went to online questions asked by those listening in.
At the last minute, an older shareholder jumped back up and grilled them on the 11.1M, and how many deals could they do at that rate until they ran out of money...it was then that Gene jumped up and answered rather rudely and said basically, “if we don’t have a deal next year you can fire us”.
That was it. The meeting was over. No fanfare or final call for questions. I jumped up to speak to Chad, to Bill and to Mike W.. Both Chad and Bill were willing to have a conversation with me. Mike W. was almost running out the door, and I had to call out to him to even say hello, although he knows me.
Out in the hall, several of us congregated and talked about the company’s inability to strike a deal, the excessive money and overall frustration with the long, long process. All in all, my guess is that there were 12 to 15 shareholders in attendance. In the end, we shareholders in attendance, and those in attendance on audio, served to remind the BOD and the executives, that people are listening and paying attention.
Today’s hearing was a surprise in many ways. I walked in and saw Brian Rosen and his right hand counsel. They both greeted me, and Brian asked why I was there. He not only knew that I had been at the shareholders meeting, but knew something else shared in confidence at the S/H meeting. He was certainly nervous to see me there, and sat right in front of me, no doubt knowing I was tweeting and taking notes the entire time. His presence was a huge red flag to me...in the intervening years since the BK was ruled on, not one time have I seen him in court. It was always an underling that was sent in his place. This was different, right off.
JMP’s corporate counsel from Cromwell and Sullivan presented their case against Anchor. He barely came up for air, again, a bit unusual, sort of ramming the information through, was how it felt.
Two attorneys working on the Anchor LTW cases filed in Ohio, both from different firms. First one up was not prepared for Judge Walrath. She caught him in round one. The second one was more forceful in his arguments, but wasn’t set up well by his co-counsel. At issue was not simply the LTWs, but also whether pressing forward with these cases was considered contempt of court, since at least on the surface, this had been decided previously, in Walrath’s 2/2012 ruling. However, the more the plaintiff’s attorneys spoke, the more agitated BR became. He’s a master at controlling himself, but at one point I watched him shake his head side to side and become fidgety. They mentioned the P&A Agreement, the timing of it and how it didn’t line up with the BK filing. At this point Judge Walrath spoke up and reminded them that she did have jurisdiction over these cases, since they arose out of BK. No doubt she was protecting her turf...maybe more?
She announced she was making a bench decision (more on that later) and told the Anchor attorneys that they had 2 weeks to withdraw their cases or face contempt charges.
We were dismissed. I approached the attorneys and asked what their next move was...expecting to be told MYOB! Instead, we ended up (2 Anchor attorneys, an LTW holder and myself) talking for the better part of 30 minutes.
Because they were informative and talking through how they might continue these cases, and because he asked me, I am not at liberty yet to fully disclose the conversation. Hopefully tomorrow. BUT, in speaking with them (and the LTW holder and I spoke for another 30 minutes without the attorneys), I realized exactly what Walrath, and BR were protecting.
THE ENTIRE CASE!
These attorneys, and these cases, are pulling at a loose string
on the GSA and PAA...the missing documents, the inconsistent document dates...all of this is what they’re tugging at. In fact, Walrath said as much. In making her ruling, she said that it was the fault of the attorneys for not pushing harder during the BK trial. Wonder if the statute of limitations has run out on this?
I have sat in a number of these hearings, post BK decision, both for WMI and for other companies. I’ve never heard or FELT being this close to watching everything come unraveled. Whether it will or not, who knows...but both Judge Walrath, JMP and Brian Rosen are pushing to keep it together.
As always, the foregoing is just my opinion, based on what I’ve seen and heard.
Respectfully submitted,
Ilene
