Fannie Mae (FNMA)

[ano]

12U.S.C. § 4511(a) Establishment

it is established as independent, when “for cause” is removed it is not established as independent, but as executive

12U.S.C. § 4512(b)(2) Term (for cause)

When for cause is removed it is executive, same as above

12 U.S.C. § 4516(f)(2) Not Government funds

Independent agencies can fund itself thru assessments, executive agencies are funded thru the appropriations act

12 U.S.C. § 4617(a) HERA empowered FHFA to appoint itself as the conservator

When executive the Director may not appoint the Agency as conservator or receiver for a regulated entity, as that will be a legislative decision, based on numbers

12 U.S.C. § 4617(f) Limitation on court action (anti-injunction clause)

When executive all actions in the separation of powers can be questioned and not limited

12 U.S.C. § 4617(b)(2)(D) put in sound and solvent condition; and preserve and conserve

The Agency should (not may), as conservator, take such action that are (not as may be) necessary to put the regulated entity in a sound and solvent condition;

12 U.S.C. § 4617(b)(2)(A)(i) General powers (succession clause)

it will only succeed to the general powers if the agency is independent, if executive it will need to rely on legislation to succeed to all rights

Why would FHFA, as an executive agency, have a fiduciary duty to shareholders when it doesn't as an independent agency? Why do you keep bringing up a supposed fiduciary duty to shareholders that three judges have shown doesn't exist?

Say the FHFA is executive:
1)The FHFA is controlled by the government
2)The Treasury is controlled by the government
Then if those 2 agencies go into a contract that only benefits the government and not the shareholders it breached their fiduciary duty, the FHFA-C should only care for the company and its shareholders, as it the fiduciary for those 2 parties, not for the government, it should not look for any benefit for the government, only for the company it controls and it shareholders, a contract or act that only benefits the government breaches its fiduciary duty

What Mr. Mooppan missed, that the en banc dissent (headed by Judge Willett) got right, is that "The Third Amendment is the smallest independent agreement that caused the Shareholders’ injury, so that is what to rescind."

Yes rescind, it takes two to tango
"6.12. Non-Severability. Each of the provisions of this Agreement is integrated with and integral to the whole and shall not be severable from the remainder of the Agreement. In the event that any provision of this Agreement, the Senior Preferred Stock or the Warrant is determined to be illegal or unenforceable, then Purchaser may, in its sole discretion, by written notice to Conservator and Seller, declare this Agreement null and void, whereupon all transfers hereunder (including the issuance of the Senior Preferred Stock and the Warrant and any funding of the Commitment) shall be rescinded and unwound and all obligations of the parties (other than to effectuate such rescission and unwind) shall immediately and automatically terminate. "

The original SPSPAs and first two amendments didn't cause the plaintiffs any injury, so there is no reason to unwind them.

Yes it did, the FHFA-C gave 79.9% of the companies away without any additional funds, it states: “by valid action at a duly called meeting of the Board of Directors on September 6, 2008, consented to the appointment of the Agency as conservator” but the documents are redacted