Goldman Sachs has been accused by its detractors of co-opting the U.S. government. So why not Jones Day?

The financial services giant has been accused by a hedge fund of pressuring the firm into accepting the resignation of a lawyer who authored a legal opinion favorable to the hedge fund, which his now embroiled in a courtroom fight with Goldman Sachs.

That allegation, which neither Goldman nor Jones Day would comment on, emerged last week in a Minnesota state court proceeding involving Astra Asset Management and Goldman. The bank and the hedge fund are battling over a complex financial deal similar to one that became semi-famous during the financial crisis known as “Abacus.”

That deal led Goldman to pay a $550 million fine in 2010 to the U.S. Securities and Exchange Commission, which was at the time the largest penalty that a Wall Street bank had ever paid to a regulator.

While the dispute in Minnesota is also over a deal named Abacus, the stakes aren't quite as high. London-based Astra is asking a judge to have Goldman turn over $124 million to it and other investors in the deal.

The recent allegations are also vastly different from the Abacus deal that led Goldman to settle charges of misleading investors. Astra alleges that Goldman violated the terms of their deal, called a collateralized debt obligation, by using a pool of collateral money to invest in securities that were riskier than what the parties had agreed upon. The hedge fund claims Goldman stands to make $70 million by purchasing the allegedly riskier securities.

Goldman asserts that Astra is seeking a “windfall” by using an “obscure” and “technical” provision to unwind the deal despite suffering no losses. Goldman states the CDO has performed as expected for the past 12 years and will continue to do so “for the foreseeable future.”

The broader structure of the deal and the ensuing dispute, which was first reported on by Bloomberg, has pulled in a horde of Big Law litigators.

Astra is represented by Kasowitz Benson Torres and Chicago-based Barack Ferrazzano Kirschbaum & Nagelberg, while Goldman has retained longtime outside counsel Sullivan & Cromwell and Ballard Spahr, the latter of which agreed a year ago this month to absorb Minneapolis-based Lindquist & Vennum.

Minneapolis-based U.S. Bank, which is trustee for the deal and is represented by Faegre Baker Daniels, has asked a Minnesota judge to settle the dispute. The biggest questions are whether the securities Goldman invested in met the criteria of the CDO and, if they did not, whether that triggers a default.

But there is still the question of the mystery Jones Day lawyer.

Astra, which invested $47.5 million in the deal, said in court documents that it obtained a legal opinion in September 2017 from Jones Day that confirmed two securities purchased by Goldman violated the deal. The next month, Astra said Jones Day withdrew its opinion in a letter to the trustee that said the letter did not comply with the firm's “internal opinion procedures.” The court documents do not include the name of the former Jones Day lawyer who wrote the opinion.

“Notably, Jones Day did not retract the substance of its analysis, and Astra stands by it today,” Astra states in its petition to the court. “Indeed, as Astra later learned, Jones Day withdrew its opinion in response to direct pressure from Goldman Sachs. Astra also believes that Goldman Sachs caused the resignation of the Jones Day attorney who authored the opinion.”

Astra also claims that Goldman has not disclosed information regarding the investments in question.

“Instead, Goldman Sachs has offered bare and conclusory denials, and has resorted to intimidation (as it did with Jones Day), by informing Astra that Goldman Sachs would not engage in any trading activities with Astra pending the resolution of this matter,” states Astra's petition.

Goldman's petition doesn't mention Jones Day, but it states that Astra has not provided details about the securities the firm alleges breached the deal terms. The case had its first court hearing this week and a judge set a trial date for August 2019 following discovery.

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