IN RE AMERICAN CONTINENTAL CORPORATION/LINCOLN SAVINGS AND LOAN SECURITIES LITIGATION CASE BRIEF

IN RE AMERICAN CONTINENTAL CORPORATION/LINCOLN SAVINGS AND LOAN SECURITIES LITIGATION

794 F. Supp. 1424 (1992)

NATURE OF THE CASE: This was a motion for summary judgment.

FACTS: D moved for summary judgment; the firm has not engaged in conduct for which it could be held liable because lawyers are obligated to keep their clients' confidence and to act in ways that do not discourage their clients from undergoing regulatory compliance reviews. Prior to joining the law firm, Schilling was director of the officer of examinations of FHLBB. In that capacity he directly supervised Lincoln Savings. During the summer of '85 he wrote at least one memo and concurred in expressing serious concerns over the operations of Lincoln. He even claimed that Lincoln had engaged in several serious regulatory violations, such as overvaluation of real estate and a failure to comply with R-41(b). Schilling was hired by Day and then solicited ACC's business. ACC retained Day to perform a major internal audit. The law firm found multiple regulatory violations in what it understood as a pre-FHLBB exam compliance review. Day knew that Lincoln had backdated files, destroyed appraisals and removed them from files and told appraisers to issue verbal reports and not written. There were also shocking violations as detailed on page 354 Morgan 7th middle paragraph. Day instructed ACC how to fix the problems so that they would not be apparent to FHLBB examiners and then told ACC to destroy those to do lists so that no examiner would find them. For the same reason, Day gave oral reports to ACC. There is strong evidence to show that Day was aware that ACC/Lincoln did not follow its advice and that Day even participated in the creation of corporate resolutions to ratify forged and backdated corporate documents. There is also strong evidence that Day participated in the sale of the ACC debentures and that the firm also reviewed the statements and prospectus'. There is also evidence that political contributions were made on behalf of ACC in exchange for ACC's consent that Day bill liberally.

ISSUE:

RULE OF LAW:

HOLDING AND DECISION:

LEGAL ANALYSIS:

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