U.S. District Judge Paul Crotty apparently didn’t get the news that Goldman Sachs is on a PR honeymoon. Why else would he, in a footnote on page fifteen of an opinion allowing a shareholder lawsuit against the bank to proceed, drop this English class mini-lecture?>
Goldman’s arguments in this respect are Orwellian. Words such as “honesty,” “integrity,” and “fair dealing” apparently do not mean what they say; they do not set standards; they are mere shibboleths. If Goldman’s claim of “honesty” and “integrity” are simple puffery, the world of finance may be in more trouble than we recognize.
The occasion of Judge Crotty’s literary tirade was a claim by plaintiffs in the case — big pension funds that allege that Goldman hurt them by failing to disclose material information about a bunch of CDOs it sold to clients that then went sour — that Goldman was falsely advertising itself as a morally upright firm while doing bad, bad things.
The pension funds argued that since Goldman was making claims like “integrity and honesty are at the heart of our business,” it should actually have had to back that up by, say, not marketing exotic derivatives to its own clients without telling them it was betting against those same exotic derivatives.
Goldman had called those statements “non-actionable statements of opinion” — essentially like Miller Lite claiming “duh, our beer isn’t actually less filling” — but Judge Crotty wasn’t buying it.
Goldman must not be allowed to pass off its repeated assertions that it complies with the letter and spirit of the law, values its reputation, and is able to address ‘potential’ conflicts of interest as mere puffery or statements of opinion.
Judge Crotty did, however, throw Goldman a partial bone, dismissing a separate claim that the bank should have told shareholders that it had received Wells Notices from the SEC about the Abacus deal.
“This opinion sends a clear message to Wall Street and the rest of corporate America that words actually have meaning,” Christopher Keller, a partner at the law firm Labaton Sucharow who is representing the plaintiffs, told Intel on Friday.