One For the Whistleblowers

The government has thrown up its hands and says it can’t prosecute Angelo Mozilo, despite the fact that his company Countrywide was a giant predatory-lending machine, that he misled investors about the health of the company, or that he acclerated his stock sales in October 2006, after it became clear that subprime was going down. This despite that over the last two years, he and his company had to cough up $68 million to the SEC to settle civil fraud charges and $8.7 billion to settle with California over predatory lending.

Or that we know now what Mozilo tried to do when an executive refused to go along with his company’s “anything-goes” culture: Show him the door.

Gretchen Morgenson reports on a Countrywide whistleblower who just won a jury case and $3.8 million against his former company and its current owner Bank of America for firing him because he wouldn’t play along. It’s a glimpse at how CEOs influence their corporate cultures by who they promote and who they ostracize.

After talking to a Countrywide employee who had “Fund ‘Em” on his license plate and told Winston he’d lend to everybody even if they had no job or assets (remember NINJA loans?), Winston wrote a letter to a superior challenging that culture. That challenge led to clear signals from the top that he was being ostracized. A few weeks after Winston refused to make up a report to Moody’s out of thin air, as instructed by Countrywide’s president, Mozilo himself asked HR to fire him.

“As I expressed to you, I am concerned about the motivations and overall attitude and demeanor of Michael Winston,” Mr. Mozilo wrote. “I want him terminated effective immediately.”

I would note here that we haven’t heard anything about Mozilo questioning the “motivations and overall attitude and demeanor” of the executives who helped push Countrywide deeper into predatory lending. Freeze-outs, firings, and promotions are one of the main tools a CEO has in shaping his corporate culture.

And speaking of corporate culture, what does it say about Bank of America that it put folks it had previously fired back on its payroll after Winston’s attorneys put them on their witness list?

A fascinating detail in his case: after providing to the opposition his list of witnesses, which included former colleagues who had also been let go by Bank of America, the bank hired several of them back. Then they testified against him.

That reminds me of something from Michael Hudson’s book The Monster, a deeply reported investigation of predatory lender Ameriquest that you should really read. A top Ameriquest executive named Wayne Lee sued company owner Roland Arnall, saying that Arnall had blocked reforms he’d tried to institute to prevent shoddy lending. But when attorneys for other plaintiffs deposed him, they found that Lee was far from forthcoming about Arnall and Ameriquest.

Conveniently enough, in the three months between Lee’s lawsuit and his clamming up, Arnall and Ameriquest had settled with him, giving him $15 million and removing Lee’s non-compete clause. Hudson:

All he had to do was drop his lawsuit and agree to a “mutual non-disparagement” clause.

Sorry, I’m no lawyer, so forgive the stupid question. But why is it legal for a company to—overtly—pay a whistleblower or others who might have dirt on it to shut up? How often does this kind of thing go on?

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Ryan Chittum is a former Wall Street Journal reporter, and deputy editor of The Audit, CJR's business section. If you see notable business journalism, give him a heads-up at Follow him on Twitter at @ryanchittum. Tags: , , ,