By Rick Rothacker and David Henry
Jan 24 (Reuters) - A federation of U.S. labor unions is looking to force JPMorgan Chase's board to consider breaking up the company after the disastrous "London Whale" affair, but the bank is trying to ensure that its shareholders do not get to vote on the union's proposal.
The largest U.S. bank is seeking permission from the U.S. Securities and Exchange Commission to omit the proposal from the measures that shareholders vote on this spring, according to a letter sent to the agency on January 14.
The AFL-CIO's Reserve Fund, a union fund that owns JPMorgan shares, wants the bank's board to form a committee that would explore "extraordinary transactions that could enhance stockholder value," including breaking off one or more of the company's businesses. The panel should hire third-party advisers and make a report to shareholders 120 days after this spring's annual shareholder meeting, according to the proposal.
The bank has become too big manage, the proposal said, citing more than $6 billion in losses last year by a trader nicknamed the "London Whale" in the bank's Chief Investment Office in London.
"In our view, the evidence is mounting that JPMorgan has reached the point where stockholders would benefit from restructuring," the AFL-CIO said in its proposal.
In its letter to the SEC, lawyers for JPMorgan said the proposal should be blocked from being included in the bank's proxy filing because it involves the company's ordinary business, an exclusion allowed under SEC rules. The letter also says the proposal includes "false and misleading" statements and is "vague and indefinite."
Spokespersons for JPMorgan and the SEC declined to comment on the proposal.
In response to a question in an interview on Fox Business News on Thursday, JPMorgan CEO Jamie Dimon said there is no reason for the bank to break up or spin-off businesses.
"We are in four businesses. They are all doing very well," he said. "There is a lot of cross-sell. We have good returns on capital, third year of record profits. There is no reason for us to contemplate something like that."
Heather Slavkin Corzo, senior legal and policy advisor with the AFL-CIO, said the union is preparing a response to JPMorgan's letter for the SEC. The union hasn't previously submitted a proposal calling for this kind of action, she said.
"We think it's important that they take a look at some potential extraordinary transactions that could maximize shareholder value," Slavkin Corzo said.
The bank's chief investment office gambled on credit derivatives, <a href="http://www.huffingtonpost.com/2012/07/13/jpmorgan-chase-q02-earnings-2012_n_1670629.html" target="_hplink">losing $5.8 billion</a> (so far), and its trading desk may have tried to hide the losses from the home office. The bank says it is being sued by shareholders over the losses and has gotten subpoenas and requests for information from "Congress, the OCC, Federal Reserve, DOJ, SEC, CFTC, UK Financial Services Authority, the State of Massachusetts and other government agencies, including in Japan, Singapore and Germany."
Milan Swap Deal
The bank has faced <a href="http://www.bloomberg.com/news/2012-07-18/milan-swaps-prosecutor-seeks-ban-on-4-banks-from-government-work.html" target="_hplink">lawsuits and criminal investigations</a> over an interest-rate swap deal it made with the city of Milan, Italy, back in 2005. The bank settled a civil suit, but criminal charges are still pending against the bank and several employees, with hearings in the trial "occurring on a weekly basis since May 2010."
The bank and some of its executives are still being sued over the bank's relationship with the failed, fraud-ridden energy giant, more than a decade after its failure.
Speaking of Enron, the <a href="http://www.huffingtonpost.com/mark-gongloff/jpmorgan-chase-power-market_b_1647131.html" target="_hplink">Federal Energy Regulatory Commission is investigating</a> charges that JPMorgan manipulated power markets in California and the Midwest.
Credit Card Swipe Fees
The bank said in the filing that <a href="http://www.bloomberg.com/news/2012-08-09/jpmorgan-says-credit-card-swipe-case-cost-1-2-billion.html" target="_hplink">it will pay about $1.2 billion</a> to settle charges that it conspired with MasterCard and Visa to rig credit-card swipe fees.
The bank is being investigated by regulators all over the world for its <a href="http://www.huffingtonpost.com/2012/08/09/jpmorgan-chase-libor-subpoenas_n_1760015.html" target="_hplink">alleged involvement in manipulating Libor</a>, a short-term interest rate that affects borrowing costs for people, businesses and governments all over the world.
Madoff Ponzi Scheme
Several lawsuits have accused the bank of aiding and abetting Bernie Madoff's Ponzi scheme, the biggest in history. The Madoff bankruptcy trustee and others have also sued the bank to get back some Madoff clients' money.
The bank is under investigation by regulators for its <a href="http://www.google.com/url?sa=t&rct=j&q=&esrc=s&source=web&cd=1&ved=0CFEQFjAA&url=http%3A%2F%2Fwww.forbes.com%2Fsites%2Fhalahtouryalai%2F2012%2F06%2F04%2Fjpmorgans-other-messy-problem-mf-globals-missing-money%2F&ei=Ui0lUNP7Eqe96QHP94CABA&usg=AFQjCNEJVDksnFTh3KP1uS3u73bLgoSfZQ" target="_hplink">relationship with the failed brokerage firm MF Global</a>. It is also being sued for allegedly aiding and abetting MF Global misuse of customer money.
Mortgage Backed Securities
The bank is being sued by hordes of investors for its bundling and selling of mortgage-backed securities packed with bad mortgage debt before the financial crisis. "There are currently pending and tolled investor claims involving approximately $130 billion of such securities," the bank says.
The bank was part of the big <a href="http://nationalmortgagesettlement.com/" target="_hplink">$25 billion settlement</a> with the government over mortgage-foreclosure abuses. But there are still several lawsuits and regulatory actions pending against the bank over its foreclosure practices.
The bank didn't mention this in its regulatory filing, but it is also involved in the failure of the Iowa brokerage firm Peregrine Financial. JPMorgan <a href="http://www.huffingtonpost.com/2012/07/12/pfg-customer-account-jpmorgan-chase_n_1668386.html" target="_hplink">holds some customer money for the firm</a>, and recently <a href="http://www.foxbusiness.com/news/2012/08/06/jp-morgan-objects-to-terms-proposed-by-peregrine-trustee/" target="_hplink">tussled in court</a> with the PFG bankruptcy trustee.