Mr Cooper Group Inc (COOP)

[fsshon]

David. This is a great letter, lots of emotion and proposed charges to boot. I hope the Judge reads this, because it may have an effect on her psyche and push her to "look into the charges" you are allegeding. It is apparent from our "point of view" that Weil has breached the fiduciary duty to its "other clients" (Equity) and have seemed to be hell-bent on dissolving us from the get go. The Supreme Court has ruled that companies must have a valid reason to enter a Chapter 11 proceeding, it looks like the parent has chosen this line for the intent to shed debt; (equity) being one of its largest.

A case could be made that WMI entered Chapter 11 to get back the money it had on deposit, however at a hearing in Oct 2008, JPM was willing to return the money to WMI, but WMI attorney's declined the offer. Now I am sure JD had some stipulations on his side of the fence, but the fact that JPM was willing to return the money at that time, could be a justification for a breach.
Since the whole premise for the Global Settlement (GS) is the return of the deposits. Weil has continued to fight THJMW on the SJ decision and is using this protocol as a catalyst for settlement. However, Weil must prove to the Judge that they were satisified with the prospect of losing the SJ decision and decided an GS where the SJ deposits would be returned to them with the NOL stipulation percentage return to settling parties.

Now the question is:

"Did WMI attorney's use Legal Logic and Analysis when deciding against going to decision with THJMW or did they breach the fiduciary duty to their clients when avoiding the Bench Decision that was coming on March 12th? Was the avoiding of the decision in WMI's (their client) favor or the favor of the other settling parties and if it is proven the GS compensates the other parties beyond a legal standpoint, then could Weil be held in Breach because of proposed acceptance on March 12th, without the actual signatories needed to propose the Settlement. In other words.. Was the GS legal at the time or was it a ploy to get THJMW not to make a "bench decsion?"

If you believe Weil thought they were going to lose the SJ decision and moved in to the GS because they did not want to lose the money, they you believe they are upholding the duty to their clients.

If you believe Weil was prompted to avoid the decision because legal analysis had shown them they had a much larger percentage chance of a positive outcome than a negative one on March 12th and opted into the GS because they did not want

1. 4.4 Billion in the Estate Account.
2. 5.6 Billion in Estate Account (from NOL IRS refunds)
3. 600 Mil in Account already.

Assets would be way over liabilities (minus cayman's) and EC would immediately move to cramdown mode. Weil would be relieved and billings would cease. Weil did a Stake in this and may have put their needs ahead of their clients.

You see as I have learned over the years Attorney's bill "by the hour" CPA's "bill by the hours" restructuring firms "bill by the hour" Most Harvard professionals "bill by the hour" so in essence if Cramdown did happen, many professionals would be "out of the money."

Now your charge centers on "BREACH" because you feel Weil is putting their entire firms existence in jeopardy in favor of "a duty" to JPM. NO way in the world would the partners of Weil ever let that happen. However, it can be structured so Weil controls the bankruptcy, the professionals and the restrucutring. Weil could legally bend in favor of JPM, but that would be in no way be enough evidence to "declare a breach!"

Now if Weil comes out and says "we do not work for Equity , they are an 'out of the money' constituency and we do not represent them, they have representation that has been installed by the court, we feel they are our adversaries!" Then Weil will not be the legal representative when "cramdown" occurs, until then though the BOD has established and installed Weil as the firm who will represent them.

Now a shareholder meeting will remove the BOD, then work can be performed that could put Weil in the backseat, moving Ashby into the drivers seat. Until that happens, we are stuck with Weil. Weil and all the other professionals (they've hired) will continue to MILK the estate. Once an examiner is appointed, you should see the amount of billings decrease dramatically as the estate goes into "limbo or stand down" mode.

I respect your opinion and I think your letter is a good idea, but once a company declares BK or insolvency the Equity takes a backseat, the object is to prevent a company like WMI from using the BK court as a crutch for shedding shareholder liability and issuing new shares w/o compensation to "old equity."

You see, many companies are using the BK court as a personal restrucuting tool and forcing a shedding of shareholders. Supreme Court has ruled this is against the laws of corporate governance by shareholders. Hiding Assets so one may enter Chapter 11 is illegal and will be prosecuted to the fullest extent of the law.
Avoiding a legal decision that could moot the "settling parties" from receiving funds of the estate, is not illegal, however it does warrant an investigation..

UST wants to control the SCOPE of the investigation by the Examiner. Does the UST know something we don't? I say YES!

~Don~