For Mr. Corzine to call a midlevel back-office employee like Ms. O’Brien was in itself extraordinary. But this was no ordinary day. That morning, his bold effort to transform MF Global, a plain-vanilla commodities firm, into a full-blown investment bank was teetering on collapse. And the firm surely would collapse if it didn’t quickly deal with overdrawn accounts at JPMorgan Chase, which was the firm’s principal bank and was threatening to stop doing business with MF Global.
Ms. O’Brien could solve the immediate overdraft problem — if she could find the money. Her job was to oversee the transfer of funds at MF Global, ordinarily a fairly routine back-office task. But that morning, the firm didn’t have the cash to cover the overdrafts. It had just $82 million in cash the previous night, as Mr. Corzine had been told, according to the complaint, and JPMorgan needed $134 million just for the overdrafts.
One source from whom Ms. O’Brien could certainly not take the money was MF Global’s customers. Protecting customer assets is a near-sacred obligation at any securities firm, as Ms. O’Brien well knew, and it is a “cornerstone” of customer protection laws, as the trading commission puts it. Within the industry, Ms. O’Brien was known as an expert on protecting customer funds and had spoken on the subject at conferences.
Finding the funds and transferring them to JPMorgan to cover the overdrafts was “the most important thing” that she could be doing that day, Mr. Corzine told her, according to the trading commission’s complaint, which was quoting a recorded conversation between Ms. O’Brien and a co-worker.
No one asserts that Mr. Corzine told Ms. O’Brien to take customer money. Mr. Corzine’s lawyer, Andrew J. Levander, said Mr. Corzine was told the night before that the firm had $82 million in cash and another $602 million in unencumbered securities, and “it never dawned on him” that Ms. O’Brien or anyone else might “violate the golden rule” about safeguarding customer assets.
But how would Ms. O’Brien have interpreted Mr. Corzine’s comment? When I discussed this with John Hasnas, director of the Georgetown Institute for the Study of Markets and Ethics, he drew an analogy to the murder of Thomas Becket, archbishop of Canterbury, after Henry II is said to have uttered, “Will no one rid me of this troublesome priest?”
“He didn’t actually tell anyone to murder the archbishop,” Professor Hasnas noted. “But people knew what would make him happy.” Indeed, history records that four of Henry’s courtiers promptly set off and dispatched the archbishop in the nave of Canterbury Cathedral.
It was no mystery what Mr. Corzine wanted. At 9:26 a.m. just minutes after the call, Ms. O’Brien told Mr. Corzine she was transferring $175 million to cover the overdrafts, according to the trading commission’s complaint. Ms. O’Brien moved $200 million from an account that held customer assets — known as a segregated account — into an MF Global account with the firm’s money. She then transferred $175 million from that account to cover the overdrafts. The next day, in another phone call that was recorded, she told a colleague, “The only place I had the 175 million, O.K., was in seg.” She added, “That’s what we do all the time because we don’t have enough capital.”
Ms. O’Brien seems to have been aware that what she was doing was wrong. Subsequently asked by Mr. Corzine (at JPMorgan’s insistence) for a written explanation of the two transfers that cured the overdrafts, she explained the second — the move of $175 million — but said nothing about the first, which was the removal of $200 million from a segregated account. (The contents of the e-mail were first reported in The New York Times in March 2012.) As she told a colleague in another recorded call, “I don’t want to take anyone down with me,” according to the trading commission’s complaint.
By the following Monday, when MF Global had to declare bankruptcy, about $900 million in customers’ money had been taken and dispersed to meet the firm’s obligations. Last week, the commission named both Mr. Corzine and Ms. O’Brien as defendants in a civil enforcement action, with Ms. O’Brien accused of “numerous illegal transfers” of customer money.
Ms. O’Brien’s lawyer, Reid H. Weingarten, declined to comment.
Article source: http://www.nytimes.com/2013/07/06/business/moral-quandaries-at-mf-global.html?partner=rss&emc=rss