Excerpts from the depositions - Wall Street Journal
Excerpts from the depositions - Wall Street Journal
Excerpts from the depositions - Wall Street Journal
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Case 2:11-cv-10549-MRP-MAN Document 254-1 Filed 03/28/13 Page 13 of 35 Page ID<br />
#:16602<br />
• “Q. Are you saying that it’s not something that you thought about at <strong>the</strong> time because of<br />
what <strong>the</strong> circumstances were? Or are you saying you did think about it? [Objection] A.<br />
I’m saying that I knew <strong>the</strong> law <strong>from</strong> prior experience, and that <strong>the</strong>re[] simply was<br />
no discussion of transferring what we’re calling <strong>the</strong> ‘tort claims’.” 74:18–75:2.<br />
• “Q. Do you know why it was that AIG was briefing its insurance regulators about <strong>the</strong> ML<br />
II deal? [Objection] A. Yes. Because a deal of this magnitude, we would not—we<br />
would not execute without having briefed <strong>the</strong> regulators. Q. And how do you know<br />
that? A. Custom and practice. It’s what we do for—for much, much smaller deals<br />
and points than this. . . . Q. [D]o you see any reference in <strong>the</strong>re [<strong>the</strong> presentation to<br />
insurance regulators] to AIG assigning any tort claims to ML II as a part of <strong>the</strong> ML II<br />
transaction? A. No.” 137:16–139:22.<br />
• “Q. Is that something you would have expected to see in this document had such an<br />
assignment been intended? [Objection] A. It would have needed to be in this<br />
document. Q. Why? A. Because of <strong>the</strong> purchase price being market, market not<br />
including those types of claims. So, we would have needed to indicate to <strong>the</strong><br />
regulators that was something we were―<strong>the</strong> insurance companies were giving up<br />
value on. And <strong>the</strong> regulator itself, one of <strong>the</strong> primary concerns of <strong>the</strong> insurance<br />
regulators is affiliate transactions which is, effectively, transfer of value <strong>from</strong> <strong>the</strong><br />
regulated balance sheet to o<strong>the</strong>r affiliates. That was a particular concern during<br />
this time, and <strong>the</strong> regulators would have been looking for, you know, whe<strong>the</strong>r or not<br />
<strong>the</strong>re was value going to o<strong>the</strong>r parts of <strong>the</strong> organization and being given up by <strong>the</strong><br />
insurance companies as a result of, you know, having given those claims away for,<br />
effectively, free.” 139:23–140:25.<br />
• “Q. At any point in <strong>the</strong> negotiation of <strong>the</strong> Asset Purchase Agreement, did anybody <strong>from</strong><br />
<strong>the</strong> Fed or any of <strong>the</strong> Fed’s representatives convey to you in words or substance that <strong>the</strong><br />
Fed sought to acquire, through <strong>the</strong> ML II transaction, litigation claims associated with <strong>the</strong><br />
RMBS securities or <strong>the</strong>ir acquisition by AIG? [Objection] A. No. I never saw, heard,<br />
was aware of any intent on <strong>the</strong> part of Maiden Lane II or <strong>the</strong> Fed to acquire <strong>the</strong><br />
litigation claims.” 145:24–146:12.<br />
• “Q. At any point during <strong>the</strong> negotiation of <strong>the</strong> Asset Purchase Agreement, did anybody<br />
<strong>from</strong> <strong>the</strong> Fed or any of <strong>the</strong> Fed’s representatives convey to you, in words or substance,<br />
that <strong>the</strong> Fed or ML II sought to acquire, through <strong>the</strong> ML II transaction, all transferrable<br />
and assignable benefits associated with <strong>the</strong> RMBS securities and related instruments?<br />
[Objection] A. No.” 146:13–24.<br />
• “Q. At any point during <strong>the</strong> negotiation of <strong>the</strong> Asset Purchase Agreement, did anybody<br />
<strong>from</strong> <strong>the</strong> Fed or any of <strong>the</strong> Fed’s representatives convey to you that <strong>the</strong> Fed and ML II<br />
sought to receive, through <strong>the</strong> ML II transaction, litigation claims associated with <strong>the</strong><br />
RMBS securities or <strong>the</strong>ir acquisition by AIG? [Objection] A. They never did.” 147:10–<br />
20.<br />
Holmes testified that he did not believe AIG’s fraud claims transferred.<br />
• “A. It was my understanding throughout <strong>the</strong> process that we were transferring title<br />
to <strong>the</strong> securities, and <strong>the</strong> o<strong>the</strong>r ancillary rights that went with <strong>the</strong> securities, which<br />
meant voting rights, <strong>the</strong> right to enforce documents, <strong>the</strong> right to receive principal<br />
EXHIBIT 2<br />
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