The Lawyers Sam Bankman-Fried Once Trusted Are Drawing Criticism

Just earlier than FTX collapsed in November, certainly one of its exterior legal professionals on the legislation agency Sullivan & Cromwell emailed a colleague at one other agency, insisting that the cryptocurrency trade’s funds had been steady.

Rumors of FTX’s demise had been “silliness,” the lawyer, Andrew Dietderich, wrote. “FTX is rock solid, doesn’t use customer funds or take credit risk at all,” he mentioned.

Four days later, FTX filed for chapter. Mr. Dietderich rapidly organized for Sam Bankman-Fried, the trade’s founder, to step down so {that a} new chief govt, John Jay Ray III, a specialist in company turnarounds, may lead the corporate. When Mr. Ray wanted legal professionals to handle the chapter, a profitable task, he requested a decide to nominate the identical ones who had helped get him the job: Sullivan & Cromwell.

Now, with Mr. Bankman-Fried set to go on trial subsequent month on fraud prices stemming from FTX’s failure, Sullivan & Cromwell’s tangled historical past with the trade is drawing scrutiny — particularly from Mr. Bankman-Fried’s legal professionals and household.

For months, Mr. Bankman-Fried has attacked Sullivan & Cromwell in court docket papers and on social media, arguing that the agency’s legal professionals set him up as the autumn man for FTX’s implosion whereas downplaying their very own involvement with the trade. The dispute turned much more private this week when FTX sued Mr. Bankman-Fried’s dad and mom, searching for to claw again thousands and thousands of {dollars} and claiming the trade had operated like a “family business.”

Criticism of Sullivan & Cromwell has turn into extra widespread lately, because the agency has racked up over $100 million in authorized charges from FTX’s chapter. This summer season, its legal professionals clashed with representatives for FTX’s thousands and thousands of disgruntled collectors over the agency’s authorized technique and the tempo of its efforts to recuperate billions in lacking belongings.

“They were involved before the bankruptcy,” mentioned Sunil Kavuri, an FTX creditor who misplaced greater than $2 million within the collapse. “They should’ve been aware of what was going on.”

The dispute over Sullivan & Cromwell’s relationship with FTX reveals the vary of highly effective establishments that had been keen to assist Mr. Bankman-Fried throughout his speedy rise, at the same time as he resisted primary due diligence and eschewed conventional company governance. And it affords a preview of a battle which will unfold at Mr. Bankman-Fried’s trial in Manhattan, the place he’s anticipated to shift a number of the blame for FTX’s chapter to Sullivan & Cromwell and a second legislation agency that suggested him, Fenwick & West.

In court docket filings, Mr. Bankman-Fried’s legal professionals have instructed that they could increase a so-called recommendation of counsel protection to argue that these corporations permitted lots of FTX’s actions. Prosecutors have argued that the decide overseeing the trial mustn’t allow Mr. Bankman-Fried guilty his legal professionals, as a result of the founder typically lied about how his enterprise was utilizing its cash. They additionally mentioned he ought to must disclose whether or not he relied on authorized recommendation from his dad and mom, who’re longtime Stanford legislation professors.

A spokesman for FTX mentioned Mr. Bankman-Fried’s claims had been “a biased story line” meant to unfairly blame the professionals attempting to recuperate cash. A consultant for Sullivan & Cromwell declined to remark. In court docket, the legislation agency has mentioned that FTX was by no means a “regular client,” and that the agency had put in place procedures to protect in opposition to conflicts of curiosity through the chapter.

A spokesman for Mr. Bankman-Fried declined to remark. The FTX founder has pleaded not responsible to prices that he orchestrated a scheme to funnel billions in buyer cash into enterprise investments, actual property purchases and political donations. His trial is scheduled to start on Oct. 3.

One of the oldest legislation corporations in New York, Sullivan & Cromwell started dealing with authorized issues for FTX in summer season 2021 after certainly one of its companions, Ryne Miller, was employed as normal counsel of FTX.US, the trade’s American arm.

Over the following 12 months and a half, the agency labored on 20 authorized issues for FTX and its sister hedge fund, Alameda Research, court docket information present, together with discussions with federal regulators on the Commodity Futures Trading Commission. Sullivan & Cromwell obtained a complete of about $8.5 million for the work.

Mr. Bankman-Fried has mentioned that past these particular issues, he labored out of Sullivan & Cromwell’s workplaces in New York whereas visiting from FTX’s Bahamas headquarters. And when FTX began teetering in November, Mr. Dietderich emailed a lawyer engaged on the chapter of Voyager Digital, a crypto agency that FTX was attempting to amass, to guarantee him that the trade “doesn’t lend” its prospects’ cash.

It turned out he was mistaken. As FTX plunged into disaster the following day, Mr. Miller sought a $4 million retainer for Sullivan & Cromwell so the agency may work on a doable chapter submitting, in response to messages he despatched on the time. Soon, Sullivan & Cromwell legal professionals alerted the authorities to doable prison malfeasance at FTX, whereas Mr. Dietderich inspired Mr. Bankman-Fried to let Mr. Ray take over the trade.

In essence, Sullivan & Cromwell labored each side of the disaster. When FTX was a darling of the company and political elite, the agency’s legal professionals helped Mr. Bankman-Fried navigate Washington as he pushed to loosen laws. After FTX failed, Sullivan & Cromwell labored intently with federal prosectors, supplying them with key company information.

In January, the U.S. trustee assigned to FTX’s chapter raised the prospect of eradicating Sullivan & Cromwell from the case, citing its failure to reveal all of its previous work for FTX. Around the identical time, 4 U.S. senators launched a letter arguing that Sullivan & Cromwell had a battle of curiosity as a result of the agency may bear some duty for FTX’s failure. But the trustee backed down after the agency made a extra detailed disclosure, and a decide allowed the legal professionals to proceed overseeing the chapter, saying he noticed “no evidence of any actual conflict.”

Mr. Bankman-Fried has remained fixated on Sullivan & Cromwell. His legal professionals have argued that the agency is offering proof to the prosecutors that displays poorly on Mr. Bankman-Fried, whereas withholding materials that would assist the protection. Prosecutors have denied that declare, writing in court docket papers that FTX and its legal professionals “have been responding to the government’s document requests voluntarily.”

After Mr. Bankman-Fried’s arrest, his mom, Barbara Fried, contacted certainly one of her Stanford colleagues, the authorized ethics scholar Bill Simon, and requested him to judge Sullivan & Cromwell’s conduct within the chapter. Mr. Simon, a household pal, spent about 9 hours discussing the case with Mr. Bankman-Fried in June, he mentioned in an interview, earlier than writing an unpublished article criticizing the agency, which he shared with The New York Times.

“It is hard to see how the lawyers could have done their jobs during the period in which they represented FTX,” he wrote, with out familiarizing themselves with practices that “are now condemned as irresponsible or worse.”

Rebecca Roiphe, a former prosecutor and a professor at New York Law School, mentioned it was truthful to boost questions on potential conflicts of curiosity when a legislation agency represented an organization each earlier than and through a authorities investigation which may contain associated work.

“But this is not uncommon and doesn’t necessarily prove wrongdoing,” she mentioned, including that Mr. Simon had requested her to overview his article.

At the identical time that Sullivan & Cromwell has clashed with Mr. Bankman-Fried, the agency has confronted pushback from FTX’s collectors. They have complained that the legislation agency has failed to maximise proceeds from the sale of the trade’s belongings. So far, the legal professionals say they’ve recovered about $7 billion, however it’s unclear how a lot of that will probably be returned to prospects, who’ve filed $16 billion in claims, court docket filings present.

The dispute spilled into public in July when a bunch appointed to signify FTX’s collectors within the case mentioned Sullivan & Cromwell had ignored its strategies about methods to resolve the chapter. The legislation agency responded that some collectors had been participating in “unprofessional conduct” — the legal professionals had been left perturbed after a gathering during which no less than one creditor used a four-letter phrase to specific frustration, two folks conversant in the trade mentioned.

None of these conflicts have stemmed the move of funds to Sullivan & Cromwell, which has greater than 200 legal professionals, paralegals and help employees members engaged on FTX’s chapter, essentially the most senior of whom cost $2,165 an hour.

In its most up-to-date month-to-month invoice, Sullivan & Cromwell mentioned it was owed greater than $10 million for its work on the chapter, together with over 100 prices for conferences, calls or correspondence with the federal prosecutors pursuing Mr. Bankman-Fried.