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Goldman's Got a Big Stake in the Gupta Trial
June 19, 2012
[ by Melanie Gretchen ]
Goldman Sachs and Procter & Gamble have financial stakes - some $30 million - in the trial of their former board member, Rajat Gupta. Goldman Sachs is covering the bulk of the Mr. Gupta's legal bills, while P&G is covering the rest. And the case is expected to continue for at least another year or two, winding its way through the appeal process. Between now and 10/18/12, Gupta's legal team will be preparing for and submitting motions and legal briefs for the Sentencing Hearing, among other things.
Payback. Following closing statements, the jury found the former Goldman director guilty of leaking the firm's private boardroom discussions to friend and confidant, Galleon Group founder Raj Rajaratnam. Gupta was acquitted on the count related to divulging secrets about Cincinnati, OH-based P.& G.
However, Mr. Gupta proceeds with some "Skin the in the Game!" Yes, Goldman will continue to pay all his forthcoming legal bills. But, by a deal made before the trial, Mr. Gupta said he would reimburse Goldman Sachs the legal fees advanced to him, if he is found guilty of insider trading - by the end of the legal trail.
The Letter of the Bank. The firm's bylaws require Goldman to pay the legal fees of its top officers and directors for conduct that occurred while acting on behalf of the company. In addition, Mr. Gupta has a legal advantage: by law, Delaware, where Goldman is incorporated, requires indemnifying executives to protect them from incurring personal liability for their work while doing their jobs.
How Far Gupta's Tab Can Go. Yet, there are limits, if, after the advance, it is later determined that he violated certain criminal laws or acted in bad faith, the corporation can try to recover the money that it previously advanced.
"The law protects directors and executives for their conduct while working for their companies - but only up to a point. I'd expect many companies to take the position that they don't have to indemnify someone convicted of insider trading." -- Kevin LaCroix, a lawyer specializing in management liability issues.
Where the $30 Million Went. Before his month-long trial, Mr. Gupta's lawyers spent 2 and a half months that resulted in the charges against him, including a legal battle with the SEC in a related civil case. From the beginning, he has been represented by Gary Naftalis and a team of lawyers at Kramer Levin Naftalis & Frankel in New York.
For further details, go to [Dealbook, 6/18/12].

