WASHINGTON, April 24 (Reuters) - U.S. securities regulators
on Tuesday charged credit-rating firm Egan-Jones and its
president, Sean Egan, with making false statements in a 2008
application to the agency to rate certain securities.
The Securities and Exchange Commission's administrative
charges also include allegations that Egan-Jones allowed two
analysts to participate in ratings for issuers whose securities
they owned.
A lawyer for Egan-Jones said his clients will fight the
charges.
"Egan-Jones and Mr. Egan dispute the allegations and will
litigate vigorously. Not one word in the administrative
proceeding questions the quality, integrity and timeliness of
the Egan-Jones ratings," said Jacob Frenkel, an attorney for
Egan-Jones.
Egan-Jones is among the smallest U.S.-recognized credit
rating firms in an industry dominated by three major agencies:
Moody's Corp, McGraw-Hill Cos Inc's Standard & Poor's, and
Fimalac SA's Fitch.
It has aggressively pursued more market share, and Sean Egan
has slammed the big three rating firms for their business model
in which issuers pay for the ratings they receive, saying it is
a glaring conflict of interest.
Egan-Jones first registered with the SEC in 2007 as a
"nationally recognized" credit rating agency for financial
institutions, insurance companies, and corporate issuers.
It submitted another application in 2008 to rate issuers of
asset-backed securities and government securities.
The SEC alleges that in its July 2008 application,
Egan-Jones falsely stated it had 150 asset-backed issuer ratings
and 50 outstanding government issuer ratings.
Months later, the SEC says, Egan-Jones amended those figures
in its 2008 annual certification, from 150 to 14 and from 50 to
nine.
The SEC contends that at the time of its application,
Egan-Jones had not issued any asset-backed or government issuer
ratings that were made available on the Internet or through any
other readily accessible means.
It was only in January 2010, the SEC said, that Sean Egan
finally directed an employee to post those ratings on the
company website.
In addition, the SEC alleges that Sean Egan and his firm
claimed they had been issuing continuous ABS and government
securities ratings since 1995. The company was inconsistent in
subsequent filings, however, claiming it had only been issuing
ratings in this field since 2005, the SEC said.
This lack of rating experience, the SEC said, should have
made Egan-Jones ineligible for the SEC to recognize the firm as
a "nationally recognized" credit-rating agency in those
categories.
Aside from the SEC's accusations of misleading the
regulator, the SEC also alleges that Egan-Jones failed to
enforce its conflict-of-interest policies.
One analyst participated in 17 different ratings despite
owning securities in those companies, the SEC said.
Frenkel disputes the SEC's allegations regarding conflicts,
saying that "at no time did nominal holdings by two analysts
influence in the slightest the firm's rating actions."
The SEC did not specify what kind of relief it is seeking.
An SEC administrative law judge will eventually hear evidence
and arguments in the case.
Tuesday's action marks only the second time the SEC has
filed charges against a credit rating agency.
INDEPENDENCE
Ratings from Egan-Jones, which is based in Haverford,
Pennsylvania, usually have little market impact. But in November
it made headlines when it downgraded Jefferies Group
over concerns about euro-zone debt exposure, contributing to a
sell-off in the shares of the midsize investment bank.
Egan-Jones has also been faster than the other agencies in
downgrading the debt of some developed countries, including the
United States.
The firm is one of nine credit raters recognized by the
SEC, and is one of the few ratings agencies whose services are
paid for by subscribers, rather than the issuers of the
securities it rates.
The SEC's oversight of credit raters is relatively new. A
law passed in 2006 gave the SEC the authority to regulate them
and tasked the SEC with trying to create more competition in the
industry.
The oversight regime is also shifting after the financial
crisis, during which the top three raters assigned overly
positive ratings to toxic mortgage-backed securities and then
downgraded the products en masse, helping trigger the crisis.
Lawmakers said the issuer-paid model motivated the inflated
ratings, and ordered the SEC in the 2010 Dodd-Frank financial
reform law to study whether there was a way to reduce conflicts
of interest.
The SEC has taken no enforcement action so far against raters
for their role in the financial crisis.
Alan Futerfas, another attorney for Egan-Jones, called the
alleged violations "hyper-technical" and "de minimis," and
accused the SEC of failing to direct its resources toward much
more troubling conduct by Egan-Jones' competitors.
"To me, this is indicative of the SEC's desire not to have
an independent" credit-rating agency, Futerfas said.
(Reporting By Sarah N. Lynch in Washinton; additional reporting
by Karen Freifeld in New York)
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