You make some great points regarding the mechanics of a remedy. I do not have a good counter argument at this time because I have not thought about you points enough.
Regarding a conversion - as we discussed earlier it would intuitively seem to be off the table unless the Plaintiff's asked for it in the hearing. I dont believe that Plaintiff's attorney's will ask for it because : (1) this would lead to the need to a lengthy discovery process with a focus on all the accounting issues you referenced and (2) would actually be a windfall for the UST giving them most of the equity of the GSEs for no new consideration.
Outside of HERA, the SPS would be a preference and would be voided since it is a voidable contract for no consideration agreed to by related parties and one of which with fiduciary duty as a common law conservator. I dont see the 5th Circuit leaving the UST in a better position that they would deserve in equity nor better than they were given at the imposition of the conservatorship.
Your arguments are wrong. They are only true if the illegal actions of Treasury and its subservient FHFA are not eventually overturned. 1) The Treasury created a “Commitment” prior to the purchase of the Senior preferred shares. I am still waiting for you or anyone else to show under what legal authority did Treasury have to increase the taxpayers debt by 100 billion dollars then to 200 billion dollars? It certainly wasnt under the Charter act. 2) Treasury purchased 1 million shares of Senior. The liquidation preference is called an “initial commitment fee”. It is defined in the agreement as a “consideration”. A fancy word for a “Charge” in relation to the purchase of the Senior shares. The actual liquidation preference of the shares is 1 billion dollars as that is what Treasury paid for them. The warrants likewise are issued “in consideration” of access to the “commitment”. All of this despite the blanket prohibition of any “charge” by an agency of the US government in relation to the purchase of any equity security of which the seniors and the warrants are. Thus the dreams of some future conversion of the LP are just that, a dream. Update? Does the recent supreme court decision toll the statute of limitations going back to 2008? Interesting question if the dismissal of Cases was based on an unconstitutional statute. Can I now sue to have the SPSPA overturned in its entirety based on the above arguments without having to argue based on the 2019 letter agreements? Sure will make a claim have less procedural hurdles. Please dont ignore this post. Please answer the question if you know what law allowed the Treasury to provide a commitment prior to the purchase of any securities? Thanks.
Market Data 
Markets 
