Fannie Mae (FNMA)

[ano]

The SCOTUS only answers the questions in front of them, the section you quote is talking about an acting director not a confirmed director in combination with the independent and legislative and judicial powers

“the shareholders first contend that the Recovery Act should be read to restrict the removal of an Acting Director because the Act refers to the FHFA as an “independent agency of the Federal Government.”

“In support of that interpretation, the shareholders first
contend that the Recovery Act should be read to restrict the
removal of an Acting Director because the Act refers to the
FHFA as an “independent agency of the Federal Government.”
12 U. S. C. §4511(a) (emphasis added). The reference
to the FHFA’s independence, they claim, means that
any person heading the Agency was intended to enjoy a degree
of independence from Presidential control.
That interpretation reads far too much into the term “independent.”
The term does not necessarily mean that the
Agency is “independent” of the President……………..
…That combination of provisions shows that the term
“independent” does not necessarily connote independence
from Presidential control, and we refuse to read that connotation
into the Recovery Act.

So what the SCOTUS says about independence is that the “acting director” is removable at-will, and it refuses to interpret it another way, it doesn’t say anything about the confirmed director in combination with the independence of the agency. (severance of the provision was not added as an additional question because it would void the FHFA) Now after the “for-cause” provision is held unconstitutional the FHFA has uncontrolled powers(in the separation of power), the president can nominate, and he can fire a confirmed director, this effectively means the president is “in control” of the agency as at any given moment in time he can change the direction of the agency, this is the “independent” problem, as the FHFA should be headed by a multimember board like current law demands(44 U.S.C. 3502 (5), or could not be independent as the FHFA has legislative and judicial powers, but the agency is already headed by a single director so the FHFA will have to become executive

The fiduciary duty comes from the BOD and the FHFA-C, numerous articles talk about the problem you describe see https://www.uclalawreview.org/wp-content/uploads/2019/09/10_54UCLALRev117October2006.pdf
but it is not the problem I describe, the fiduciary duty as BOD and as conservator are established principals, it describes what the BOD and the conservator must do and the mandatory duties it has, the BOD and the FHFA do not have a choice in fiduciary duties, the role they play obligates them to have fiduciary duty towards the company and shareholders, the FHFA statute indicates it can have self-interest, but courts are prohibited from reviewing this statutory provision, so it is unknown if the FHFA can discard itself by law from fiduciary duty, while common conservatorship law clearly forbids self-interest

All shareholders can expect the BOD to have fiduciary duty towards the shareholders as it is their mandate, likewise for the FHFA-C conservator, all conservators have fiduciary duties towards their conservatee
So the problem now is, the BOD had fiduciary duty towards shareholders, but “voluntary” gave it away to FHFA-C, and the FHFA mandate is also to put in sound and solvent condition, so shareholders can expect at least the conservator to have fiduciary duty towards the companies, but instead the FHFA-C entered into a self-destruction contract that is cannot escape, and then by SCOTUS altering the “for cause” provision to “at-will” the president has full control over the agency(FHFA), so the “deal” between the FHFA/FHFA-C and the Treasury is thus self-dealing as the shareholder rights are not protected(nor the agencies rights but this arrangement is still sealed) this in combination with a deal between two government agencies makes it impossible to escape fiduciary duty
The problem is just larger than you envision right now, so yes the FHFA does not have fiduciary duty if this is not specifically agreed between the BOD and the FHFA, But yes it does have fiduciary duty as the BOD must protect the company and only could have agreed (voluntary) if it was in the best interest of the company(as the instruction of FHFA was it was in the best interest of the company), but clearly the actions are not in the best interest as a self-destruction contract is put in place by the conservator, but since this conservator is a government actor and the contract is from an executive agency of the government, the FHFA cannot forbid Judicial review for the actions it took(4617(f)

This would be:

“WE made a deal with ourselves,”
“WE decide you give us all your money”
“WE decide you cannot Sue us in court”
“WE decided in regulation you cannot Sue us for taking all your money”



The SCOTUS holds the 3rd amendment was within the power that was given to the FHFA, on the other hand the SCOTUS did not mention it was thus legal for the FHFA to implement the 3rd amendment is only said they had the legislative power. To understand this we look at the question asked:

Question:
“Whether the courts must set aside a final agency action that FHFA took when it was unconstitutionally structured and strike down the statutory provisions that make FHFA independent”

And the answer:
“1. The shareholders’ statutory claim must be dismissed. The “anti injunction
clause” of the Recovery Act provides that unless review is
specifically authorized by one of its provisions or is requested by the
Director, “no court may take any action to restrain or affect the exercise
of powers or functions of the Agency as a conservator or a receiver.”
§4617(f). Where, as here, the FHFA’s challenged actions did
not exceed its “powers or functions” “as a conservator,” relief is prohibited.
Pp. 12–17”

So The SCOTUS concluded an answer on the merits of the question is prohibited, as several judges did in the past, however, this comes also back to the separation of powers problem, if the president can fire/hire the director and the Treasury is executive it was a self-deal, then the court must be able to look at the case and rule on the merits of the question, but HERA foreclosed judicial review, so effectively nobody said the 3rd amendment is legal as no court is allowed to rule on it