Fortune | FORTUNE 10月08日 04:35
JPMorgan支付巨额辩护费揭示公司收购风险
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JPMorgan Chase为前高管Jessica Javice及其共同被告Olivier Amar支付了高达1.15亿美元的法律辩护费用,这笔费用是JPMorgan收购Javice的金融科技公司Frank时产生的巨额成本的一部分。尽管Javice已被判刑,但高昂的法律开销凸显了高风险交易的潜在代价,以及顶级律师费用的昂贵。尽管JPMorgan试图避免承担这些费用,但法院裁定收购协议要求其支付。这笔费用不仅包括刑事案件,还可能涉及JPMorgan提起的民事诉讼以及Javice的上诉。JPMorgan或许能通过法律途径追回部分款项,但考虑到Javice的还款能力,实际追回的可能性不大,这笔交易的代价依然十分高昂。

⚖️ JPMorgan Chase为前高管Jessica Javice及其共同被告Olivier Amar支付了高达1.15亿美元的法律辩护费用,这笔费用是JPMorgan收购Javice的金融科技公司Frank时产生的巨额成本的一部分。这笔费用远超了其他知名案件的辩护成本,例如伊丽莎白·福尔摩斯的案件。

📜 法院裁定,JPMorgan收购Frank公司的协议条款要求银行承担Javice和Amar的法律费用。尽管JPMorgan试图避免支付,但德拉瓦州法院在2023年裁定,欺诈指控属于收购协议的涵盖范围,银行必须预付相关法律费用。

💸 如此高昂的法律辩护费用(1.15亿美元)表明了顶级律师的高收费以及高风险诉讼的昂贵性。据估算,一位每小时收费2000美元的律师,需要连续工作近20年才能达到这一总额,这反映了案件的复杂性和辩护团队的规模。

📉 尽管Javice已被判刑,JPMorgan可能通过法律途径尝试追回这笔费用,但由于Javice仅被要求支付其收入的10%用于偿还,且还款期有限,银行实际收回大部分款项的可能性很小,这使得此次收购的成本异常高昂。

❓ Javice及其律师团队的辩护策略和大规模法律团队(包括顶级律师Alex Spiro,收费高达每小时2025美元)的运作方式是导致高昂费用的重要原因。Javice的团队甚至被JPMorgan称为“律师大军”,暗示了其规模和开销。

The defense tab, revealed last week when Javice was sentenced to seven years in prison, is roughly two-thirds of the $175 million the bank paid for Javice’s student-finance company, Frank. A Delaware court previously ruled that the terms of that deal required the bank to cover Javice and co-defendant Olivier Amar’s legal costs.

The legal bill is the latest fallout for JPMorgan from the disastrous transaction. It also illustrates how expensive high-stakes litigation involving top-flight lawyers can become. There are few litigants besides the nation’s largest bank that could afford to pay such costs.

“Huge, huge number,” said Kevin O’Brien, a former federal prosecutor now working as a white-collar defense lawyer in New York. “She had a lot of high-priced legal talent.”

It’s unclear why Javice and Amar’s defense costs were so high. They appear to dwarf those of Theranos Inc.’s Elizabeth Holmes, who amassed at least $30 million in legal bills for her defense, according to a government filing ahead of her November 2022 sentencing. Holmes got 11 years in prison.

Quinn Emanuel Urquhart & Sullivan, one of Javice’s law firms, declined to comment. Her other lawyers didn’t respond to requests for comment. Lawyers at Kobre & Kim who defended Amar also didn’t respond to requests for comment. JPMorgan declined to comment. 

To put the $115 million figure in perspective, a high-priced lawyer billing $2,000 an hour would have to bill eight hours every day, including weekends and holidays, for nearly 20 years to reach that total. 

At trial, 19 lawyers officially appeared for Javice, 16 for Amar, and the two teams pursued different strategies on certain issues. For all the lawyers in court, there would have been even more lawyers, paralegals and support staff back in the office, O’Brien said. It helps if someone else is picking up the bill, he added.

“If you’re a defendant and you’ve got the backing of a board or an insurance company, you want to leave no stone unturned,” said O’Brien. “The sky is the limit.”

JPMorgan tried to avoid paying for Javice and Amar’s defenses. But a Delaware judge ruled in 2023 that the fraud allegations were covered by the Frank merger agreement, which required the bank to advance legal costs for the pair. Javice and Amar both became JPMorgan executives after the deal closed but were fired after the fraud was discovered.

Javice and Amar’s legal costs are not just for the criminal case. The pair were also sued by JPMorgan itself as well as the Securities and Exchange Commission. Both civil cases were put on hold until the criminal one is resolved. Javice will incur even more expenses appealing her conviction and sentence. In a Monday court filing, her lawyers said they expected JPMorgan to continue to cover those costs as well.

JPMorgan can try to reclaim the money from her, and US District Judge Alvin Hellerstein included the legal costs in the $287.5 million restitution order that accompanied her prison sentence. Javice’s lawyers asked the judge on Monday to reconsider his order, contending that JPMorgan wasn’t entitled to recover defense legal costs. 

Even if the order remains unchanged, the bank is unlikely to get back more than a small fraction of the total amount. Javice is only required to pay 10% of her income toward the order after she leaves prison, and it expires in 20 years.

Early on, the bank complained that it was being overbilled by Javice’s “army” of lawyers. In 2023, her team of lawyers was led by superstar litigator Alex Spiro, who is well-known for frequently representing Elon Musk. Spiro, who works at Quinn Emanuel, was charging Javice $2,025 an hour, according a court filing at the time. He declined to comment.

A New York jury convicted Javice and Amar in March, finding they lied and faked data to claim their site, which offered a free tool to help students fill out the Free Application for Federal Student Aid, had 4.25 million users when it actually had fewer than 300,000. A data scientist testified that he was paid $18,000 by Javice to create “synthetic” user data to show JPMorgan.

Both defendants tried to focus jurors on what they claimed was JPMorgan’s hurried and flawed due diligence in the deal. In determining her sentence, the judge said he was considering her “conduct, not JPMorgan’s stupidity.” Amar also unsuccessfully tried to distance himself from Javice, saying she deceived him along with JPMorgan.

The defense ultimately called only a few witnesses, one of whom was Apollo Global Management Chief Executive Officer Marc Rowan, an investor and board member at Frank. The billionaire more recently wrote to Hellerstein urging leniency for Javice.

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