A $50 million margin call? I'll short Wall Street.

Chapter 28 Goldman Sachs Legal Emails

Monday, March 17, 2008, 2:15 PM.

Headquarters of Farstar Capital.

Isabella sat at her desk, taking only one bite of her sandwich before tossing it aside. She simply couldn't eat it.

Nearly five hours have passed since the exercise application was submitted at 9:37 a.m.

Her computer screen had more than a dozen windows open—CNBC's live broadcast, Bloomberg's rolling news, Goldman Sachs' stock price chart, and Farstar Capital's email system.

At Goldman Sachs, all was silent.

no phone.

No emails were sent.

There wasn't even an automatic reply.

This silence gave Isabella an extremely unsettling sense of oppression.

She knows the rules of Wall Street all too well.

When a top investment bank faces a massive loss of over $700 million, they will absolutely not admit it. They will use every means—legal, illegal, and even gray-area—to refuse to pay the money.

Goldman Sachs' silence is like the stillness before a storm.

"bite--"

A new email notification suddenly popped up in the email system.

From: Goldman Sachs Legal Department

Subject: Re: Options Exercise Request - Formal Legal Notice

Isabella's heart sank.

She immediately opened the email.

On the screen, a formal letter, worded in extremely cold language and filled with legal jargon, unfolded before her eyes:

To: Yuanxing Capital Management Co., Ltd.

CC: Mr. Lance Walker

贵司于2008年3月17日上午9:37分通过高盛期权清算系统提交的行权申请,高盛集团法务部现正式回复如下:

I. Serious Questions Regarding the Validity of the Contract

Following an urgent investigation by Goldman Sachs' Compliance Committee, the following significant flaws were found in the signing process of the options contract:

Richard Kleiman, the signatory, approved a high-risk over-the-counter transaction that exceeded the authority of his vice president without formal review by the risk control committee.

The asset documentation submitted by your company when applying for this transaction contained material misrepresentations, and the actual net assets were far lower than the compliance requirements;

The leverage ratio (50x) involved in this contract seriously violates Goldman Sachs' internal risk control policies and FINRA regulations.

II. Legal Stance Statement

Based on the above facts, Goldman Sachs' legal department believes that:

The option contract was entered into under fraudulent preconditions and with unauthorized actions, and is therefore void from the outset in accordance with Section 275 of the New York State Contracts Act and relevant provisions of the Federal Securities Exchange Act.

III. Immediate Legal Action

Goldman Sachs filed an emergency motion at 1:47 p.m. today in the U.S. District Court for the Southern District of Manhattan, requesting:

A temporary restraining order was issued, freezing all liquidation payments related to the option.

A preliminary injunction is hereby issued to suspend your company's application to exercise its rights until the court makes a final ruling on the validity of the contract.

IV. Reconciliation Proposals

Considering the unnecessary costs and time that a lengthy litigation process would incur for both parties, Goldman Sachs, in good faith, proposes the following settlement to your company:

Goldman Sachs is willing to pay US$50,000,000 million as a one-time compensation, provided that your company:

Withdraw the exercise application immediately;

Sign a comprehensive settlement agreement and confidentiality clauses;

They waive any further claims against Goldman Sachs regarding the transaction.

该提议有效期至2008年3月18日下午5:00 PM(美东时间)。逾期视为拒绝。

Sincerely,

Goldman Sachs Legal Department

John McLeish, Esq.

Senior Vice President & Chief Legal Counsel

After reading the entire email, Isabella felt as if a bucket of ice water had been poured over her head.

She jumped up from her chair, grabbed her laptop, and rushed toward Lu Ze's office.

"Boss!"

She pushed open the door, her voice filled with barely concealed urgency and anger:

"Goldman Sachs' legal department sent an email! They've applied for a freezing order from the court! They're saying the contract is invalid!"

Lu Ze sat behind his desk, looking through a financial statement.

He didn't even look up.

Read it to me.

Isabella took a deep breath, forced herself to calm down, and read the core content of the email aloud.

Her voice began to tremble as she read out "the contract is void from the beginning" and "a settlement of fifty million dollars".

After she finished reading, she stared intently at Lu Ze:

"Boss, they're being thuggish!"

Lu Ze finally raised his head.

He leaned back in his chair, a faint, even slightly amused smile playing on his lips.

"As expected."

His voice was as calm as if he were discussing the weather.

"Seven hundred million US dollars. Goldman Sachs certainly won't just accept it. They'll flip the table; that's the rule on Wall Street."

"What do we do then?" Isabella's voice was tense. "What if the court really approves the freezing order..."

"No, it won't."

Lu Ze interrupted her.

He stood up, walked to the floor-to-ceiling window, and looked out at the city experiencing the financial tsunami.

"The court's motion will take at least three to five days to reach a preliminary ruling. And before that..."

Lu Ze turned around, looked at Isabella, and a cold glint flashed in his eyes:

"Call Mr. Greenberg. Tell him it's his turn to step in."

……

It was exactly 3 p.m.

Greenwich, Connecticut, Greenberg's private estate.

In the study, the fireplace flames were still flickering.

Nathaniel Greenberg sat in that Victorian leather armchair, a glass of Macallan whiskey in his hand, listening to the phone.

"Understood."

His voice was hoarse and deep.

"Goldman Sachs' legal department acted quickly. But that was expected."

He took a sip of his drink and put down his glass.

"Tell Walker to leave the rest to me. Tell him to do nothing and just wait quietly."

After hanging up the phone, Greenberg pressed the intercom button on the table.

"Bring David in."

Thirty seconds later, there was a knock on the study door.

A man in his sixties, dressed in a meticulously tailored dark gray three-piece suit and wearing gold-rimmed glasses, walked in.

David Rosenthal, Greenberg's private chief legal counsel.

A 1975 graduate of Harvard Law School, he served as deputy director of the enforcement division of the U.S. Securities and Exchange Commission (SEC) for twelve years before retiring in 2001 and becoming one of Wall Street's top financial litigation lawyers.

"Sir." David bowed slightly.

"sit."

Greenberg pointed to the chair opposite him.

David sat down, took a tablet from his briefcase, and skillfully opened an encrypted file.

"Goldman Sachs just filed for a freeze order with the court," Greenberg said. "Time is running out."

"I know."

David pushed up his glasses.

"Sir, are the materials you asked me to prepare ready now?"

"Can."

Greenberg leaned back in his chair, his fingers interlaced on his knees.

"The first step, the SEC."

David nodded, swiping his finger across the tablet to bring up a document:

"I've scheduled a meeting with the current director of the SEC's New York office for 9 a.m. tomorrow. He was one of my former subordinates when I was in law enforcement."

"Bring a certified copy of that email, and a complete chain of evidence showing Goldman Sachs forged the Walker qualification report."

Greenberg's voice was as cold as iron.

"Tell him this isn't a simple contractual dispute. It's about Goldman Sachs executives using the company's reputation to issue a false guarantee to a $4.2 billion state pension fund, inducing it not to withdraw its investment, giving Goldman Sachs time to shift its own risk exposure."

He paused:

"This is securities fraud. And the victims aren't Wall Street hedge funds, they're teachers and firefighters from Massachusetts."

David's lips curled into a faint, cold smile, typical of a professional lawyer.

He knew all too well what this meant.

In 2008, when everyone was looking for scapegoats on Wall Street, a whistleblower letter alleging that Goldman Sachs had defrauded pension funds was like a nuclear bomb dropped on Capitol Hill.

"The second step is the media."

Greenberg continued,

"Call Greg Zickman of The Wall Street Journal. Tell him I have a big story for him."

David paused, then said, "Zickman? That investigative journalist who just won the Loeb Award?"

"right."

Greenberg picked up his glass and gently swirled it.

"He's currently writing a book about the subprime crisis. I've heard he's been looking into Goldman Sachs' role in that crisis."

"Show him a copy of that email. Tell him that if Goldman Sachs doesn't withdraw the motion within 48 hours, I'll give him the original and let him win the Pulitzer Prize."

David was taking notes rapidly on the tablet.

"The third step is political pressure."

Greenberg put down his glass and leaned forward slightly.

"That senator from Massachusetts... what was his name again?"

"Edward Kennedy," David said.

"Yes, old Kennedy."

Greenberg's eyes sharpened.

"Tell his chief of staff, Dr. Harriman, the risk officer for the Massachusetts pension fund, that he has irrefutable evidence that Goldman Sachs defrauded the state's taxpayer pension fund. Ask him if he'd be interested in bringing it up at a Senate Banking Committee hearing."

David put down his pen and looked up at Greenberg.

"Sir, if we make all three moves at once... Goldman Sachs will go crazy."

"What I want is for them to go crazy."

Greenberg stood up and walked to the bookshelf.

He pulled out a yellowed, beautifully bound old book from the top shelf.

That was a book published in 1929 called "The Crash on Wall Street".

He opened the title page, where a line of text was written in pen:

"On Wall Street, the real weapon is never money, but fear."

—JP Morgan, 1907

Greenberg handed the book to David:

Goldman Sachs thought they could intimidate Walker with a court-issued freeze order. But they forgot one thing.

He turned around and looked out the window at the sky that was gradually darkening.

In the distance, the New York skyline was faintly visible in the twilight.

"There are things in this world worth more than seven hundred million dollars."

Greenberg's voice was deep and hoarse, like a judgment coming from the depths of hell:

"For example, the reputation of Goldman Sachs on Capitol Hill, in the SEC, and among taxpayers across the United States."

"And I happen to have the ability to destroy it."

David stood up and bowed deeply.

"Understood, sir. I'll arrange it right away."

He turned and left.

The study door closed gently.

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