ǂThe ǂcase for the corporate death penalty erestoring law and order on Wall Street restoring law and order on Wall Street

A critical examination of the wrongdoing underlying the 2008 financial crisis An unprecedented breakdown in the rule of law occurred in the United States after the 2008 financial collapse. Bank of America, JPMorgan, Citigroup, Goldman Sachs, and other large banks settled securities fraud claims with the Securities and Exchange Commission for failing to disclose the risks of subprime mortgages they sold to the investing public. But a corporation cannot commit fraud except through human beings working at and managing the firm. Rather than breaking up these powerful megabanks, essentially imposing a corporate death penalty, the government simply accepted fines that essentially punished innocent shareholders instead of senior leaders at the megabanks. It allowed the real wrongdoers to walk away from criminal responsibility. In The Case for the Corporate Death Penalty, Mary Kreiner Ramirez and Steven A. Ramirez examine the best available evidence about the wrongdoing underlying the financial crisis. They reveal that the government failed to use its most powerful law enforcement tools despite overwhelming proof of wide-ranging and large-scale fraud on Wall Street before, during, and after the crisis. The pattern of criminal indulgences exposes the onset of a new degree of crony capitalism in which the most economically and political powerful can commit financial crimes of vast scale with criminal and regulatory immunity. A new economic royalty has seized the commanding heights of our economy through their control of trillions in corporate and individual wealth and their ability to dispense patronage. The Case for the Corporate Death Penalty shows that this new lawlessness poses a profound threat that urgently demands political action and proposes attainable measures to restore the rule of law in the financial sector. Mary Kreiner Ramirez is Professor of Law at Washburn University School of Law, where she teaches a course on White Collar Crime. She is a former prosecutor for the Department of Justice Antitrust Division, where she prosecuted white collar criminals. She has published numerous articles addressing the challenges in combating white collar crime. Steven A. Ramirez is Professor of Law and Associate Dean at Loyola University of Chicago, where he also directs the Business and Corporate Governance Law Center. Acknowledgments ix Preface xi Introduction 1 1. A Short History of White-Collar Criminal Prosecutions 29 2. Angelo Mozilo and Countrywide’s “Toxic” Subprime Mortgages 59 3. Wall Street’s Fraudulent Sales of Toxic Mortgages 86 4. Lehman’s Phantom Cash 109 5. Joe Cassano and AIG’s Derivatives Casino 133 6. Goldman’s Abacus 155 7. The Dimensions of Lawlessness 178 Conclusion: Looking Forward: Reimposing Law 203 Bibliography 229 Index 247 About the Authors 257