An attorney representing a group of Goldman Sachs shareholders have demanded the board investigate the New York-based investment bank’s involvement in a $4.5 billion bribery and money-laundering scheme tied to Malaysia’s sovereign wealth fund.
The Delaware plaintiffs firm Grant & Eisenhofer sent a May 3 letter on behalf of two Cleveland-based pension funds, calling for an internal investigation and possible litigation against current and former Goldman directors for failing to prevent the scandal, which stemmed from three bond deals the firm facilitated on behalf of 1Malaysia Development Berhad in 2012.
The 27-page correspondence detailed how Goldman bankers Tim Leissner and Roger Ng allegedly worked with a high-profile Malaysian financier and the country’s prime minister to divert proceeds from deals and used the laundered money to enrich themselves and bribe officials in Malaysia and Abu Dhabi.
Leissner last year pleaded guilty to money laundering charges and was ordered to forfeit $43.7 million for his role in the scandal. Ng, who was arrested in Malaysia, was extradited earlier this month to the United States to face similar charges, according to media reports.
In the partially redacted letter, Grant & Eisenhofer director Nathan A. Cook said that the board members missed “conspicuous red flags” and neglected their duties of due care and good faith in failing to prevent the violations.
“The company’s orchestration of the three problematic bond offerings is a consequence of the board’s failure to ensure there were adequate systems in place to detect and prevent this massive fraud,” Cook wrote.
According to the letter, Goldman made more than $580 million for advising 1MDB over the course of 12 months, a rate that was 200 times the typical fee for such transactions. The company, it said, now expects to spend $1.9 billion more than it had initially reserved to defend legal matters related to the scandal and had suffered “incalculable reputational damage” as a result of its involvement.
According to the letter, Goldman could assert civil claims for fraud and violations under the Racketeer Influenced and Corrupt Organizations Act against Leissner, Ng and Low Taek Jho, the young Malaysian financier also at the heart of the scandal. It also named past Goldman officials, including former CEO and board member Lloyd Blankfein and former Chief Operating Officer Gary Cohn, as potentially liable for breaching their duties to stockholders.
The investigation, the letter said, should be headed by independent and disinterested directors, with the assistance of outside counsel.
“Following the investigation, the stockholders demand that Goldman commence appropriate legal action against current and former Goldman directors, officers, and employees, as well as third parties, identified as being responsible for the mismanagement and other related misconduct,” the letter stated. “The legal proceedings should bring claims for breaches of the fiduciary duties of loyalty and of care; aiding and abetting those breaches; unjust enrichment; RICO claims, and other violations of the law.”
Michael DuVally, a Goldman spokesman, said Tuesday that “the letter will receive appropriate attention.” He did not respond to other questions regarding the scandal and whether the firm planned to comply with the stockholder demand.
A spokesman for Grant & Eisenhofer said the letter was based on public records and confidential materials obtained through a request for documents under Delaware’s corporate code. As of Tuesday morning, Goldman had not yet responded to the shareholder demand, he said.
Such demands are often a precursor to stockholder derivative litigation, which is filed against officers and directors on behalf of a company. Under Delaware law, plaintiffs typically concede the independence of a majority of the board when submitting a presuit demand but can challenge whether directors were acting out of their own self-interest if the demand is rejected.