Subject: File No. DF Title IX - Whistleblower
From: Alex Hoover
Affiliation: Investment Banker

December 5, 2010

What a better city to write a feedback about Whistleblower Rules than Las Vegas. In recent years major Wall Street Banks have become no more than Casino but with a difference - games in the Vegas is highly regulated by Gaming Commission. Players (Vegas is not just about gambling, what happens in Vegas stays there) are aware of the fact that ODDS are in favor of the house whereas in Wall Street - brightest and smartest in cahoots with hedge funds are ripping of their clients in a very sophisticated manner with no consequences so far. None of my colleagues so far their acts have ended behind bars in Rikers - they have brought an economy to a standstill.

Instead they are able hold world to a ransom and claim that
they bought a put-option (bailout) by paying taxes.

I am shocked, dismayed and it hurts my sense of justice.

I hear that the latest Casino to be added to Vegas strip is owned by a major player in derivatives in international capital markets. Vow

There was a story in a Hollywood Movie where a family engaged in edible oil trading moves from New York to Vegas Who know what are their plans

Few simple points:

I understand that SEC's implementation of Dodd-Frank Act., cannot undermine internal compliance process at any institution. Utmost care must be taken - this is an argument which will be used very effectively by the lobbyist and lawyers working on behalf of banks to prevent any flow of information to SEC.

SEC and FBI finds it difficult even with subpoena to get insiders provide information on insider trading, since people know the consequence.

FBI might be having better luck with organized crime.

SEC must also take into consideration that for so many years internal compliance, control processes have existed at most of the banks either they have been over-ruled by business or they do not have ability to challenge business (or cannot

Hotline at a bank is a JOKE - whom are you are going to report? about whom?

About a rainmaker who has just devised a new trap to make multi-million dollars in contravention of securities law or any ethical standards.

It is guaranteed that you will kiss goodbye to your career, branded as loose canon and your Form U5 will be taken care of too.

Even after that you are able to figure out something - folks about whom you raise questions will chase you and make things very miserable. It is a fact. SEC is also well aware of the facts.

Compliance and support functions in banks are populated by people who could not make it to business side (a fact very well known) and are paid a fraction of the front-office folks. Therefore they are always trying to move to the other side - some banks allow a move move of one or two people from MRM, CRM, Compliance, Legal to Front Office (carrot for good behavior). Banks promote that in name of mobility however reality is that mobility creates a culture of controllers seeing approval from business side in hope to moving to join the business side for a better pay.

Any governance structure touting independence of control function from business is a joke, since final payout to everybody in the banks come from earnings made by business and promotion is also driven by the help rendered to business.

Over several years in the business - heard from friends and fairly seniors from both side of the business, about the ways to push transaction through the approval process - not driven by merit but driven by the sponsor of the trade and relationship with the approvers.

We all know he who controls the wallet has ultimate carrots.

Cost of taking help of lawyers against Retaliatory Actions is enormous and getting access to evidence is not easy too. SEC should figure out a way to help and support individuals against retaliatory actions by a single or a group of banks.

Just providing the provision for private action is not good enough and employment lawyers are still in dark about provisions under Dodd-Frank Act.

Most of the companies would NOT like to hire trouble makes i.e., people who raise questions about business practices. Business is all about tact and PL. Very few people in their sane state of mind will move forward to report anything. Moreover, we all know what draws people to banking compensation - even in the after the worst economic crisis since great depression created to a large extent by greed of bankers, they stooped low pay themselves generously after taking bailout money while hardworking Americans were trying to pay their bills and save their homes against expedited foreclosure.

SEC needs to figure out a way to provide incentive to same set of people to come out and help the regulators in their effort to have a fair transparent system in place.

Provide clear guidelines without any caveats and limitations for Rewards for bringing skeleton out of closet - not a set of caveats and cumbersome set of rules.

There are too many skeleton in the closet which requires to be brought to public attention. SEC has worked very hard to get it out. Knowledge of insiders torn by ethical dilemma or other factors should be utilized not killed by complicated rules which other commentators on the website has clearly made. Also, it seems according according to submission by a lawyers - caveats in the initial draft are in contravention of the spirit of the law enacted by Congress.

I know of folks who have tried their best to stop illegal practices conducted by their managers - they were dealt with serious consequence.

I know of people who have interacted with SEC and have share in confidence that they believe some of the members of the organization have working round the clock to do the right things.

I hope SEC will figure out a way to provide help to employees victim of retaliatory action and create right set of limitations which will balance requirement of employees to raise issues internally (it is somebody saying after joining organized crime that the organization should not do illegal activities - no prize for guessing the consequences) and SEC's need to get information to make market transparent.