Current Event Research Paper:
One of the best things about studying securities regulation is that the topic is in the news every day. Every day a new company chooses to go public, another executive at a public company is charged with violating anti-fraud provisions, or another public company is investigated for attempting to bribe foreign government officials. The current event research paper assignment asks that you choose one current event relevant to any of the topics we will study this semester, and write a research paper describing what happened, the relevant law, and the significance of the story for the industry, the company, the law, and/or you.
How to choose your current event:
The current event must have been in the news within the last year or so. To find a topic of interest, start reading the financial and business news now. You might also visit the SEC’s website for press releases, or some of the many blogs on securities regulation, white-collar crime, or corruption. You can also follow the SEC on Twitter. Once you find a news story, you will research it more deeply, including the relevant law. Your story does not have to be a case that has gone to court already. It can be an investigation, a proposed new rule or regulation, or any other story that implicates the legal issues we discuss in class.
What to include in your paper:
- a detailed description of the current event
- a detailed discussion of the relevant law – explain the law from the very beginning, as if your reader knows nothing about the topic; this is how you demonstrate your understanding of the law
- an analysis of the current event – Why is it important to the industry? What companies will care about this news story? What will its impact be? Who will win? Why? You can choose to answer any or all of these questions (or any other question). The goal is to demonstrate meaningful application of law to facts, and deep thinking about the issues presented by the news story
- 8-10 pages, single spaced
- Citation required anytime what you just wrote down did not originate in your own brain.
- The paper should be prepared using the APA writing style and guideline for references’ format. You must provide a bibliography, and all direct quotations and data sources must be properly cited.
- The Department uses the APA style to facilitate reading the paper and understanding references without being as cumbersome as some other citation styles (such as Chicago or MLA).
- Students can download the student style guide from the American Psychological Association (http://www.apastyle.org/elecref.html) web site or you can purchase the APA style guide from the book store. There is even a help disk that can be purchased for about $ 40 (http://www.apa.org/software/) that will walk you through the process as you write the paper if you desire a more “personal assistance”.
- Papers are to be RESEARCH PAPERS. Remember that work that you use from other authors MUST be referenced. Since it is assumed that you are not an authority on the topic that you are writing, it is expected that this paper is an overview of many different sources of information. Each of these must be attributed to the author using the APA format.
- This is your paper and not the cut and paste of someone else’s work. The internet has led to a false sense of what research is all about. Those new to research tend to think that it means spending an afternoon surfing the internet and then an afternoon cutting from material available.
- Keep in mind that the Internet: (1) is not quality oriented as it has good materials and not so good materials, and does not know the difference; (2) is NOT a sole source location. In particular, sources such as Wikipedia are the works of individual submitters which are not reviewed. Thus while many entries provide excellent information, some are fundamentally flawed or just plain wrong.
- Keep in mind that the Boston University Library as well as your local, state and the national US Library of Congress have extensive online services. USE THEM.
Wells Fargo Cross-Selling Scandal
Wells Fargo is an American multinational institution that offers financial services. Its headquarters are in San Francisco, California, though it has subsidiaries in many other countries. It is considered the fourth biggest bank globally in terms of market capitalization and the fourth largest in the USA based on its total assets (Bank, 2007). It was also ranked the 26th largest corporation in the USA on the Fortune 2018. However, it was involved in a cross-selling scandal in 206, in which it was discovered that it was opening accounts without authorization of customers.
Cross-selling refers to the practice of selling or attempting to sell several products to consumers. It entails the marketing of additional goods and services to customers and is a practice most common in financial institutions. Financial consultants typically earn more income from marketing and selling additional services to the existing customer base. An example of cross-selling is where a customer with a savings account is encouraged to take a loan or set up a mobile banking account. The more products that a customer enrolled in, the more information a bank obtains about a customer, improving decision-making about pricing, credit, and products. Wells Fargo was often considered one of the most successful cross-seller in the industry.
When John Stumpf became the CEO of Wells Fargo after it merged with the Northwest Corporation, he brought the idea of cross-selling. His objective was to have customers have man products within the bank to bring in more revenue. During this period, the bank had an initiative referred to as the Gr-eight initiative, where employees were required to sell eight financial products to customers. The staff was trained on ways to push customers to open as many accounts as they can and acquire other bank products as well. The bank’s investors were well aware of the strategy since the annual report indicates that the bank sold six products to the customers. The company was determined to increase the number of products per customer to eight. However, the investors were not aware of the extent that the bank went to achieve this goal.
Wells Fargo’s cross-selling strategy and its success in boosting sales were documented in the Wall Street Journal. In 2013, it was discovered that there was intense pressure on the bank employees to boost sales through cross-selling. Branch managers were given unrealistic targets and were assigned quotas for the type and number of products required to be sold. If the branch did not meet the targets, the shortage was carried forward to the next day and added to that day’s goals. The managers were given incentives for meeting cross-selling targets, and the tellers receiving up to 3% on top of their salary. In comparison, personal bankers received more than 15% of their salary as bonuses. The overbearing sales culture resulted in employees opening accounts without the consent of customers.
They reportedly opened more than 1.5 million savings and checking accounts and more than 500,000 credit cards without the authorization of the clients. In return, the employee received bonuses for enrolling customers in new products and services such as online banking (Teo & Kimes, 2019). At the beginning of 2016, Wells Fargo was involved in creating fake savings and checking accounts on behalf of their clients without their consent. Employees were pushed to order preapproved credit cards for their clients without approval. They were encouraged to use their own contact details to open the accounts to prevent customers from discovering what they had done. Apart from opening the fraudulent checking accounts, the employee also moved large amounts of money out of clients’ legitimate accounts (Teo & Kimes, 2019). This fraud was made possible by a process referred to as pinning, where the clients’ pin was set to 0000, which enabled them to control the accounts and register the clients for other products such as online banking.
To achieve the daily targets, employees were also pushed to indulge in other unethical practices, including bundling. Bundling involved lying to customers that only certain financial products were only available in bulk or bundles, forcing customers to buy huge amounts of the same. After the fraud was exposed, some employees admitted that they were encouraged to lie to customers that credit cards were only available only if one signed up for mobile banking. These practices resulted in customers paying high bank charges.
Besides, employees were also forced to open at least five checking accounts for their friends and family to achieve their targets. The culture was so ingrained in the bank that employees who could not meet their daily targets were given serious warnings and reprimanded. Consequently, they had to beg the family and friends to open accounts to avoid reprimanding. It was also discovered in 2016 that Wells Fargo employees issued unwarranted insurance policies, which included life insurance policies and renters insurance by various insurance companies such as Prudential Financial and Assurant. This insurance fraud by Wells Fargo was brought to light by the employees of Prudential Financial.
How the Scandal Came to Light
Although the scandal came to light in 2016, it had been reported before by the LA Times in 2013, when it had suspected Wells Fargo of laying off 30 branch managers for opening accounts that were not used. In December 2013, the LA Times published an article on Wells Fargo’s cross-selling strategy, which was affecting employee morale and undermining the labor laws. CNN also published an article highlighting the challenges faced by Well Fargo’s employees in a bid to meet the unrealistic sales demands.
When the rumors of aggressive tactics to meet cross-selling targets by Wells Fargo employees in Southern California began spreading, around 30 employees were fired. At the time, the Chief Financial Officer of Wells Fargo, Tim Sloan, refuted criticism that the bank was engaged in fraudulent practices and the overbearing sales culture. He argued that the bank had several controls in place to prevent any kind of abuse (Ochs, 016). He added that employee handbooks stated that ‘”splitting a customer deposit and opening multiple accounts for the purpose of increasing potential incentive compensation is considered a sales integrity violation.” The bank also maintained a high ethics program that guided employee policies and addressed any conflicts of interest.
The controversy gained national attention in September 2016, after an announcement by the Consumer Financial Protection Bureau that Wells Fargo would be fined $ 185 million for the fraudulent activities. The Bureau, the Office of the Comptroller, and the Los Angeles City Attorney shared the amount received from the bank as fines. Consequently, the fraud received more attention from the media and other interested parties.
After the news of the fines paid reached the public, the bank came out and took responsibility for the incident, but it denied that the domineering sales culture was the reason for the fraud. The company management denied that the problem did not reflect the company’s culture, but rather a sales practice issue. There was a debate on who was really at fault for the scandal; the company culture or the employee. Determining who was really at fault for this scandal can be challenging. According to many observers, the bank’s practices of setting unrealistic targets resulted in too much pressure on employees resulting in fraudulent practices.
Impacts of the Cross-Selling Scandal on Consumers
The cross-selling scandal affected the consumers, the investors, and the company negatively.
Effects on Consumers
As a result of the scandal, more than 85,000 accounts opened fraudulently incurred fees amounting to $ 2million. The scope of the accounts affected by the Wells Fargo cross-selling scandal increased from the 2.1 million reported in 2016 to 3.5 million in 2020; the bank admitted to this when it finally admitted that the employees were under pressure to meet cross-selling targets. The bank also admitted that the practice had started way back, since 2009, only that it had not been discovered.
Additionally, the bank announced in 2017 that 570,000 customers had been signed and billed for car insurance that they were not aware of. Most of these consumers could not afford the costs that were added to their bills; consequently, they fell behind in payments, and more than 20,000 of them had their cars repossessed (August, 2017). Besides, Wells Fargo, San Francisco admitted that more than 500,000 customers were signed to online bill payment without their knowledge or authorization. Additionally, the credit scores of the customers’ were hurt as a result of the fake accounts. Consequently, obtaining credit from other lending institutions became a challenge.
The bank managed to prevent the customers from filing lawsuits against them, but it did not manage to entirely stop the lawsuits. Some customers claiming they were affected by unfair overdraft practices by the bank filed lawsuits against the bank (Cavico & Mujtaba, 2017). The bank spent $ 185 million as part of a settlement for the affected customers.
Impacts on the Wells Fargo Employees
The scandals also affected the bank’s employees. The bank disclosed that it had fired 5,300 employees involved in the scandal from 2011 to 2016. It also announced that it had ended its sales program, which was attribute to the cross-selling scandal (August, 2017). The employees explained that the intense pressure and expectations were placed on them; the stress they underwent (Cavico & Mujtaba, 2017). They claimed that any attempts to report the unethical practices had them fired.
During and after the fraud, many of them had difficulty obtaining employment from other banks since Wells Fargo had issued defamatory U5 documents to bankers who had reported the unethical cross-selling practices in the bank, specifying that they were involved in the creation of the fake accounts (Cavico & Mujtaba, 2017). Since there is no appeal to such defamatory documents, apart from filing lawsuits, the employees filed a lawsuit against Wells Fargo regarding their grievances.
Laws Regarding the Wells Fargo Case
There are several laws that Wells Fargo broke.
Consumer Financial Protection Act
The Consumer Financial Protection Act is an amendment that was designed to identify and explain the standards that should be adhered to by the national banks. The Act intends to improve oversight and explain the laws that guide financial transactions in financial institutions. The Consumer Financial Protection Act resulted in the development of the Consumer Financial Protection Bureau, which centralizes the regulation of different financial services and products.
The Consumer Financial Protection Act was established after the housing market collapse in 2007, which resulted from predatory lending practices by financial institutions. It was created alongside Dodd-Frank Street Reform as a response to the 2008 financial crisis (Witman, 2018). The Bureau was established to oversee the various financial processes in financial institutions. It aims to consolidate the discrepancies between the state financial laws and federal laws. Its goal is to protect the consumer from manipulation or fraud from financial institutions. Some of the legal actions that the CFPA is responsible for include suing banks that are engaging in unfair practices in issuing credit cards, those who charge excess overdraft fees to customers without their knowledge, and suing payday lenders for any discrepancies.
Securities fraud, also known as investor fraud, entails a range of activities that violate state and federal laws relating to the selling, buying, and trading securities. Examples of securities fraud include accounting fraud, misrepresentation, and insider trading. The state and federal laws govern the actions that can be brought on financial institutions for engaging in securities fraud.
Securities Exchange Act of 1934
Overview of the Legislation
The Securities Exchange Act of 1934 was created in 1934 by Franklin Roosevelt as a response to claims that financial institutions were involved in irresponsible financial practices that had resulted in the 1929 stock market crash. It followed the Securities Act of 1933, which involved ensuring that corporations make the certain financial information public.
Under this Act, the SEC has the authority to lead investigations into a potential violation of the guidelines provided by the Act. The SEA oversees these illegalities include insider trading stealing customers’ funds, selling unregistered stock, disclosing wrong and false information to manipulate investors, and breaking broker-customer integrity. The SEA 1934 covers a wide range of statutes that relate to the regulation of financial markets. It also regulates secondary trading between individuals through brokers. It regulates brokers that deal in financial securities without proper status for trading securities, governing the transactions that take place between parties, not the original issuer of the securities.
The SEA requires financial institutions to disclose information that the investors would find significant in making investment decisions. It also regulates the platforms where securities are sold. Regulation FS is the main section where disclosures are discussed.
Financial institutions are required to disclose various forms, which differ depending on the registrant and the situation. Under section 13(a) of the SEA, “companies with registered publicly held securities and companies of a certain size are called “reporting companies,” which implies that banks and other financial institutions should make regular disclosures on their financial position through filing quarterly and annual reports (Tracy & MacChesney, 1934). The reporting companies are also required to disclose some other significant events, which will help investors determine the worth of a company’s stock and guide their investment decisions.
Information in these reports that should be disclosed by the financial and the reporting institution include the company’s line of business, information about the directors and officers of the company, financial statements that have undergone auditing, and the management section. The SEA also requires disclosure of information at certain significant points to enable investors to make informed choices when purchasing stock. All the disclosure material and documents should be filed with the Securities Exchange Control.
SEA also protects investors from fraud by prohibiting fraudulent activities and establishing serious penalties against those who scam investors and those who take advantage of information that the investors lack to engage in certain trading practices (Tracy & MacChesney, 1934). When companies and other market players violate these laws, the SEC brings a lawsuit against them. Investors are also allowed to sue the market players whom they feel have defrauded them.
This section is the main anti-fraud provision and is enforced by the SEC under Rule 10b-5, which forbids the “use or employ, in connection with the purchase or sale of any security” a “manipulative or deceptive device or contrivance in contravention of such rules and regulations as the [SEC] may prescribe (Tracy & MacChesney, 1934).” In this case, securities are broad and refer to shares, bonds, debentures, options, and other financial instruments commonly referred to as security. The SEC also imposes liability on individuals or companies for any omission or misstatement of facts, which investors believe may be significant in making investment decisions, whether to buy or sell stock. The private right of action under 10b-5 allows investors who have sold or bought securities to sue the company.
To establish the liability of a party under this section, the investor or the plaintiff must provide evidence that the defendant made a material omission or misstatement of facts. Additionally, he or she must show that the omission or misstatement was intentional and was meant to deceive, mislead, and defraud and that there is a link between the misstatement or omission and the investor’s trading of securities. Besides, the investor must prove that he or she relied on the defendant’s information to make an investment decision, and he or she suffered a material loss as a result of that decision.
This section gives the investors the right to sue for any trading activities and patterns of trade conduct that mislead the investors to believe that the performance of stock is either better or worse, or misleads about the trading frequency of the shares and the creation of an illusion that the stock prices are stable (Tracy & MacChesney, 1934). All these activities can be misleading to the investor as it does not give the true value of a security. Consequently, the investors may be encouraged to trade, and it may result in losses.
Suppose a company or an individual lies about the prices or the performance of securities, and the act misleads the investors into purchasing or selling the stock. In that case, they can be sued under this section of the Securities Exchange Act. This section of the Securities Exchange Act gives the investors a right to sue sellers or buyers who influence the prices of any stock exchange-traded securities (Tracy & MacChesney, 1934). However, such claims may be hard to prove since the investors must provide evidence that the manipulation impacted securities prices.
This section states that “Every person who, directly or indirectly, controls any person liable under any provision of this chapter or any rule or regulation thereunder shall also be liable jointly and severally with and to the same extent as such controlled person to any person to whom such controlled person is liable unless the controlling person acted in good faith and did not directly or indirectly induce the act or acts constituting the violation or cause of action (Tracy & MacChesney, 1934).” It prohibits the violation of federal securities legislation through a different person or group. For instance, if a company uses its employees to violate any provision of the SEA, it will be held responsible for the actions of its employees, and the employees will also be charged for engaging in such fraudulent practices. For one to be considered liable for breaking the Exchange Act, there must be a violation of the Securities Exchange Act by the controlled individual, who is considered the “primary violator.”
Additionally, the defendant should have had control over the main violator (Tracy & MacChesney, 1934). For instance, if an employee is being charged with violating the Exchange Act, there must be evidence that the management had authority over the employee and their actions. The last requirement is that the controlling person must have participated in the fraud, which simply means that the person with authority over the primary violator must have been involved in the fraud as well. For instance, in a company where fraud has occurred, the management or the person in control over the person who has engaged in fraud should also have been linked to the practice, and therefore will both be charged for the crime.
Connection of the Event to the Relevant Law
Wells Fargo breached various parts of the Securities Exchange Act. First, it breached section 10(b) of the SEA, which states that it should not omit any material facts that may be important to the investor in making investment decisions. Wells Fargo hid from the investors the fact that its core business strategy was a fraud. It lied to the investors that the cross-selling business strategy was successful without informing them of the extent that the employees went to meet such targets. The illusion of the cross-selling strategy’s success influenced investors to continue being the stock of the company since they believed that the stock was doing well (Annus, 2007). The company sought to induce the investors to continue relying on the cross-selling metric even though they had inflated it with accounts and services that were not being used and were unauthorized. It reported inflated returns obtained from the cross-selling fraud to dupe investors into thinking that the company was performing well.
Consequently, Wells Fargo was charged with misleading investors. It agrees to pay $ 500 million to its investors who were misled by its operations during the fraud. The order exposed that the opened accounts through unscrupulous sales practices were not consistent with Well Fargo’s investor disclosure concerning its sales model. It was charged with repeatedly misleading through a misleading performance metric, which it claimed was the foundation of its Community Banking business model and its capacity to grow revenues. Section 9 of the Securities Exchange Act was breached in this case where it lied about the performance of the company and the performance of its stock as well.
Wells Fargo was found to have violated the anti-fraud provisions of the Securities Exchange Act of 1934. The CEO, John Stumpf, was accused of cross-selling multiple accounts to unsuspecting customers and using the results obtained from the fake accounts to report larger returns on Wells Fargo’s stock (August, 2017). As a result of this fraud, investors experienced huge losses; the amount that the investors lost due to the fraud amounting to billions of dollars.
Additionally, Wells Frag breached section 20 of the Securities Exchange Act when it allowed its employees to breach the SEA of 1934. The provision states that any person who is involved either directly or indirectly in the control of a person liable for breaking any provision of SEA is jointly liable to the same level as the primary violator. In this case, the primary violator is the company executives, including the CEO at the time of the fraud, John Stumpf, who engaged in fraudulent sales activities that misled investors into thinking that the company was performing well (Ochs, 2016). Therefore, the executives and the company are both liable for breaching any act of the Securities Exchange Act. Since the employees were under the control of the CEO, and he himself introduced the cross-selling strategy, he was held liable for misleading investors. Therefore, John Stumpf was charged for his role in the Wells Fargo fake accounts scandal, alongside the charges to the company. He was fined $ 17.5 million for his participation in the company’s cross-selling.
As a result of breaching the provisions of the Securities Exchange Act of 1934, Former CEO John Stumpf was required to pay $ 2.5 million in settlement of SEC charges that he misled the bank investors regarding the retail operations of the bank, amidst a fake accounts scandal (Verschoor, 2017). Carrie Tolstedt, a former head of Wells Fargo’s Community Bank, was also charged since most of the fake accounts were opened under her leadership. In early 2020, Wells Fargo had to pay $ 3 billion in part of a settlement for misleading investors for years with the cross-selling metric with the SEC and the Department of Justice. It had already paid more than $ 2billion in settlement of other practices relayed to the scandal that was presented by other agencies such as the Consumer Financial Protection Agency.
Importance of the News Story
The Wells Fargo news story is important to many market players, including the consumers, employees, companies, and other stakeholders in the market. It offers many lessons regarding companies and sales practices. Companies and management have learned that they should not lose sight of the company’s mission and vision in attempting to boosting sales (Tayan, 2019). The mission of most businesses is to exceed customer expectations and give them a good customer experience. Apparently, this was not the aim of Wells Fargo; it was only concerned with boosting sales and profits.
Another lesson learned by management and companies is that an incentive system that is not properly designed can result in adverse negative effects. The root cause of the Wells Fargo scandal was the overbearing sales culture, which put pressure on employees to sell unauthorized products to customers. The sales culture spiraled out of control due to the high pressure.
Another lesson that the companies learned from this scandal was that they should not gamble with regulatory compliance. Wells Fargo faced many lawsuits, fines, and a bad reputation against its brand as a result of breaching regulatory legislation (Tayan, 2019). It cost the company billions of money and may take time for the company to recover fully from the scandal. One other valuable lesson that can be learned by leaders and organizations is that they should bring in outsiders as independent consultants. This way, the employees’ actions can better be scrutinized and improved.
Companies should also emphasize corporate social responsibility. It should consider whether their actions hurt the consumers and the public or if they are right. Wells Fargo did not practice corporate responsibility when they defrauded its customers and lied to the public. The companies that will care the most about this scandal are the financial institutions. They will learn a lot from the lawsuits and the fines that were imposed on the bank. The affected reputation of the bank also offers lessons to other financial institutions on the effects of engaging in unlawful practices.
Other companies will also learn the effect of misleading the investors and the steps that will be taken by the Securities Exchange Control and other agencies in case of such incidences. Investors also care about the news report as they get to learn of the fate of their funds that they lost as a result of the scandal. They also get valuable lessons regarding conducting due diligence regarding a firm’s practices before making investment decisions.
In this case, the group which won were the investors since they were paid for the losses they incurred as a result of the fraud. Through the SEC, the investors received more than $ 3 billion in settlement for their losses. In terms of the consumers who were defrauded, I would say the company won since most of them did not receive full compensation for their losses. The case of the Wells Fargo scandal is important since it provides many lessons to the consumers, investors, companies, and employees. It provides a good lesson on how unethical practices can hurt a company drastically.
Conclusively, the Wells Fargo cross-selling scandal is one of the stories that have been trending for years. It is an ongoing controversy, which involved the top management and non-management employees of the company engaging in the opening of fake accounts for customers without the knowledge or authorization of the customers. The scandal was a result of an overbearing sales culture that pushed employees to meet an unrealistic target of selling eight products of the bank to existing customers, in an initiative referred to as Gr-eight. The culture resulted in the opening of more than 2 million fake accounts for customers.
Consequently, the company faced several lawsuits from several agencies such as the SEC, which oversees any violation against the investors, and Consumer Financial Protection Agency, which protects the consumer from unfair financial practices by financial institutions. The senior management of the bank, including the former CEO and others, were fined for breaching the law and misleading investors. There are many lessons, managers, companies, and investors, and the public learns from this event. Companies should always strive to comply with the existing regulations and practice corporate social responsibility. Additionally, they should always strive to satisfy the stakeholder’s interests, but not at the expense of the interests of others.
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