JPMorgan has agreed to pay $35 million to settle accusations of bias when it advised the sale of Good Technology to BlackBerry in 2015. A group of shareholders sued JPMorgan over the sale, alleging that the bank had conflicts of interest in the sale.
Shareholders sue JPMorgan
BlackBerry paid $425 million for Good Technology in late 2015, although the technology unicorn had a valuation of more than $1 billion just a few months before, reports the Financial Times. Good was sold off quickly due to cash problems which began during the summer in 2015. Investors who hold the tech firm’s common shares were paid only 30 cents per share when it was sold to BlackBerry, although Good Technology had been valued at over $3 a share only weeks before.
The plaintiff shareholders accused JPMorgan of initially hiding what it truly thought about Good having an initial public offering in the spring of 2015. Then in the summer of that year, Good Technology’s bankers allegedly steered the deal toward BlackBerry. The lawsuit accuses the bankers of having ulterior motives by steering it toward BlackBerry, suggesting that they wanted to get business from the Canadian firm after the deal was done.
JPMorgan could earn more by selling Good to BlackBerry: plaintiffs
According to DealBreaker, the lawsuit also states that JPMorgan could earn an extra $2 million off Good by selling it to BlackBerry instead of taking it through an initial public offering. That amount is said to be the difference between the bank’s fees for acquisitions versus IPOs.
DealBreaker also adds that it should be easy for investment bankers to justify why it makes more sense to go for an acquisition rather than an IPO. However, it also called attention to details from some depositions and documents that had been subpoenaed in the case. In one deposition, a JPMorgan executive stated that IPOs were a loss leader for the firm, while in an internal email from 2015, the same executive wrote that the “important assignment” when it comes to Good is “the M&A engagement so whatever we have to get that matters.”
According to the Financial Times, the shareholders also sued the venture capital firms that backed Good Technology — Draper Fisher Jurvetson, Oak Investment Partners and Riverwood Capital — and Good’s board members for approving the company’s sale to BlackBerry. The plaintiffs alleged that they breached their fiduciary duties in favor of their own interests. The venture capital firms and board members held preferred shares of Good Technology; they agreed to pay $17 million last week to settle the accusations.
BlackBerry completes its transition to software
BlackBerry seems to have made the most of its acquisition of Good, as its last earnings report offered the first cue that the transition to software is actually working. Some analysts are now saying that they see how the struggling company will be able to achieve the software revenue targets it has been saying it can reach.
The Canadian firm’s fortunes may finally have turned, as it recently won its arbitration against Qualcomm. Some of the companies that are have licensed its brand for smartphones are churning out new BlackBerry handsets as well.
