NEW YORK, March 13 (Reuters) - Egan-Jones Ratings was
sued by two former executives who said they were fired after
telling the U.S. Securities and Exchange Commission that the
credit rating agency improperly let business concerns drive its
ratings, including after last year's banking crisis.
According to a complaint filed in Manhattan federal court,
former chief risk officer Michael Brawer and former head of
ratings Philip Galgano were let go in January for whistleblowing
about conflicts of interest in Egan-Jones' ratings practices.
They said their firings violated the federal Dodd-Frank
Act's whistleblower protection provision, as well as New York
labor law. Sean Egan, the agency's co-founder and chief
executive, is also a defendant.
Egan-Jones' general counsel Eric Mandelbaum said in an
email: "We are aware of the lawsuit and will be defending the
matter."
The SEC declined to comment.
Egan-Jones is one of 10 so-called nationally recognized
statistical ratings organizations, a group that also includes
Moody's Investors Service, S&P Global Ratings and Fitch Ratings.
NRSROs assess the creditworthiness of companies, local and
state governments, and countries.
Investors use their ratings to assess the safety of and
value bonds and other debt that ratings recipients sell.
Brawer and Galgano objected to what they called an "ongoing
pattern of improper conduct" that they reasonably believed could
violate federal securities law.
Both accused Egan-Jones of pressuring staff to alter
preliminary "indicative" ratings on private transactions to
encourage potential customers to let it issue final ratings.
They also said Egan-Jones applied pressure to change ratings
that appeared out of line with rivals' ratings and might be seen
as inaccurate, and said its "points system" for rating analysts
improperly took sales and marketing into account.
In addition, the plaintiffs said Egan demanded that
Egan-Jones downgrade all "junk" rated banks even if ratings
criteria did not justify it, following last year's seizures of
Silicon Valley Bank and First Republic Bank.
An analyst allegedly told Galgano around May 5, 2023 that
Egan expressed concern that his agency might be sued "upon any
bankruptcy of any rated bank, if Egan-Jones did not immediately
downgrade its rating of all banks below investment grade."
Brawer and Galgano said they periodically reported concerns
about Egan-Jones to the SEC, including in several filings last
year with its Office of the Whistleblower.
They said Egan harassed them after learning about their
whistleblowing and fired them on Jan. 3 in retaliation, though
neither had received any adverse performance reviews.
The lawsuit seeks to recoup a variety of pay and benefits,
punitive damages, and other remedies.
The case is Brawer et al v Egan-Jones Ratings Co et al, U.S.
District Court, Southern District of New York, No. 24-01895.