On March 22, 2023, the Securities and Exchange Commission issued Coinbase a Wells notice, indicating the stafff’s intent to recommend that the Commission bring an enforcement action against Coinbase. In an SEC investigation, a target receives a Wells notice whenever the Enforcement staff decides, even preliminarily, to recommnd charges. The target is then entitled, under SEC rules, to make a Wells submission.

Shorty after Coinbase received the Wells notice, it posted a screed on its website about the Wells notice and its intent to challenge any SEC charges. Their response was so quick and detailed, it makes me wonder if they had known it was coming all along.

On April 19, 2023, Coinbase made both a written and video Wells submission.

So what happens next? I can’t say for sure, but I can make a fairly educated guess. I predict that the Commission is going to sue Cointbase in federal court sometime in May, or shortly thereafter, unless one of the Commissioners is forced to recuse themselves from the matter or there is a seismic shift in the Commission’s thinking about Coinbase’s activities. Of course, it is possible that Coinbase or one of the Commissioners is able to muck up the process a bit, but that won’t change the outcome, just its timing. Typically, the Commission meets on Thursday afternoons to review Enforcement recommendations, and it takes about two to four weeks time to get on the Commissions calendar once the staff has prepared all of the requisite memos and other paperwork and gotten the blessings of the other Commission Divisions and the Office of General Counsel. So if my view about the timeline is accurate, the Enforcement staff has probably already circulated its papers and memos to the other SEC Divisions for review and will be meeting with the Commission to discuss the case sometime later this month. After the Commission votes to approve the staff’s recommendation, which I expect it will in this instance, it’s off to the races.

Why am I so confident that the Commission will sue Coinbase? Well that is pretty straight forward. The Commission has sued similarly situated actors for the conduct Coinbase engaged in.

So what about the Wells submission by Coinbase? It’s certainly possible it will move some Commissioners or staff to change their views, but I doubt it. The written Wells wasn’t particularly persuasive, was way too long (73 pages), was boring, and basically missed the mark. If your lead argument is that “an Enforcement Action Would Present Major Programmatic Risk to the Commission” you probably have lost. Arguments that this violates due process or that the action is foreclosed by the major questions doctrine are the usual last resort for cases of this sort. Of course, the SEC has sued others for similar conduct, so there’s that.

And I am still scratching my head about the video Wells submission. I had never seen one of those before (though there have been rumors that some unsophisticated defendants had made some interesting videos in years past) so I was quite curious how compelling it would be and how it would look. I am not quite sure why Coinbase proceeded this way, but the abbreviated version posted on their website is more like an informercial than some persuasive narrative that will move anyone to believe Coinbase has a winning argument. I am pretty sure that it will be greeted with a Bronx cheer by at least three Commissioners.

A couple of other points. Since last summer, Coinbase has mounted a public relations campaign against the SEC. During that time, Coinbase’s General Counsel has, at least in my view, been acting quite out of his senses, making antagonistic statements about the SEC and spending a good bit of his time trying the case in the media. Moreover, on more than one occassion, he and the CEO seem to be daring the SEC to sue Coinbase. Frankly, I would have expected a much more sophisticated approach given the stakes involved. Their reactions suggest that they believe Coinbase is in serious trouble and they don’t know exactly what to do. Along with media onslaught, Coinbase has also taken to the courts, making a number of filings in various federal courts, including, just recently, a lawsuit against the SEC. Coinbase may mean well with some of these actions, but they don’t seem at all effective to me.

I am almost certain that Coinbase has spent gobs and gobs of money since last summer on lawyers and consultants to fend off the inevitable. Under the circumstances, I question whether that was money well spent. Time will tell. Check back in toward the end of the month.

Details leading up to the recent bank failures are starting to emerge. For example, on February 28, 2023, Moody’s told Silicon Valley Bank that it was considering lowering the rating on SVB’s debt by one or two notches. Three days later, on March 3, SVB called the Goldman Sachs bond trading desk, asking the brokerage to assist them in selling $24 billion of debt securities sitting on their balance sheet. On March 8, Goldman bought the bonds for $21.45 billion and began to sell them on March 9. Later that day, after the market close, SVB announced publicly both the bond sale to Goldman and a proposed stock offering to raise capital for the bank. That was the beginning of the end. Before the close of the day on March 10, the FDIC had put SVB into receivership.

Oh, and another piece of the timeline. In the 24 hour period between March 8 (the bond sale date, see above) and March 9 (public announcement date), SVB bank depositors, many of whom are incredibly sophisticated and well-connected, had withdrawn a massive $45 billion from the bank. Hmm.

It’s curious to some that the bank run somehow started before SVB’s public announcements on March 9. It’s almost as if a number of very lucky folk knew a great deal about what was going on before Joe Public did. And the same depositors who withdrew their funds had contractual agreements, which required them to keep their deposits at the bank or face severe penalties. Somehow, these depositors were so desperate to yank their deposits that they willingly violated those agreements and sustained the penalties. I am not sure what information these depositors learned that caused them to act so hastily without regard to their agreement and breach consequences. Call me cynical but I am also guessing that a number of those in the know were probably selling a boatload of SVB stock between February 28 and the evening of March 9. I can only hope that the appropriate authorities have already issued a wide swath of preservation letters and/or subpoenas to those involved, including the usual suspects.

On another note, kudos go out to Commissioner Crenshaw for her belated statement of concern about retail investors being unable to exercise options they purchased on SVB and Signature Bank stock (see https://www.sec.gov/news/statement/crenshaw-statement-retail-options-031723). It’s not clear though why the other Commissioners don’t share her concern publicly and perhaps more importantly why Division of Market Regulation or the SEC Chairman didn’t immediately call the brokerage firms on the carpet to find out what is going on with those options. After all, the SEC’s primary mission is to protect investors, both big and small.

The recent bank collapses and related bailouts have brought back painful memories of the 2007/2008 financial crisis. Same show different day? Maybe, but certainly some of the same quick reactions by the executive branch will animate talking heads, dumb witted politicians and followers of both. Look for lots of different monkeys to be throwing lots of skata around in the weeks and months ahead.

So far two crypto banks (one on each coast) and a giant San Fran bank that catered to private equity firms and venture capitalists have failed. The steps taken over the weekend by the U.S. government to aid depositors of two of these banks will no doubt cause some private equity firms and crypto investors/criminals to breathe a sigh of relief. Not a great look to the populists among us, especially with respect to the private equity firms. So much for moral hazard.

Hopefully the regulators will get it right this time and find ways to hold those responsible for the bank failures accountable. As those in the know understood, in 2008 prosecutors and the regulators pulled their punches and cut a lot of corners in failing to go after the well known banks and executives. The ever changing number of cockamamie reasons given for why cases should not or could not be brought was an obvious tell.

Hopefully the prosecutors and regulators will do better this go round. There is little time to mess around and plenty of work to do It’s almost a certainty that they will find many snakes and bugs crawling around if the investigators choose the right rocks to look under. A few basic hints. Get moving today. Assign your best investigators and attorneys to the investigations and give them more than adequate resources to get the job done. No working from home.

A few rocks to look under. Scutinize the ties of the already indicted crypto players to the failed crypto banks and see who helped who in shady dealings, money laundering or similar crimes. Closely scrutinize the failed crypto bank disclosures regarding robust money laundering procedures and compliance. Was what they said anything close to reality? See what people in the know or their friends and family did in the days leading up to the bank failures. Sell stock, withdraw money, move to Hong Kong? Did those with a vested interest start saying or writing things, directly or indirectly, that weren’t true to prop up stock prices? How did some depositors know to withdraw money from the bank while others were left in the dark?

There is a lot of ground to cover and not much time. Learn the lessons to be drawn from the last financial crisis, less is really less, and the general public really doesn’t really care two shakes about the fate of banksters or appreciate nuanced arguments about whey they can’t be held accountable for major financial disastors. Otherwise the party in power now may soon become the party that was in power.

On November 13, 2020, the SEC posted a joint statement from SEC Commissioners Hester Peirce and Elad Roisman, who voted against the Commission’s settled enforcement action involving Andeavor LLC, explaining the reasons for their votes. Basically, Peirce and Roisman say that, in the settled action, the SEC took an “unduly broad view of [Exchange Act] Section 13(b)(2)(B).”

The joint statement, issued more than a month after the Commission had met to approve the settlement, is not particularly persuasive. The writing is not easy to digest and the narrative fails to flow from paragraph to paragraph. It has too many footnotes, including one that cites to marketing materials from two major law firms and another with some hooey about thinking and a thought. It includes a terrible metaphor about tools. And it emphasizes the lack of court precedent for the settled action but fails to mention that there just aren’t many relevant court cases to speak of and probably never will be. Most importantly, the statement probably won’t convince any sophisticated securities lawyer that there is a obvious answer as to the appropriate scope of Section 13(b)(2)(B). One gets the sense in reading the joint statement that even the Commissioners themselves weren’t terribly convinced by their analysis.

It’s also important to remember that the Commissioners were writing about a settled enforcement action. Settled enforcement actions can have major significance but are also in a realm where agency discretion is at its zenith. Moreover, many settlements involve rich defendants who are given much more due process than most common criminals ever get, a process that generally flushes out all the major weaknesses in a case before the matter reaches the Commission. It goes without saying that most thoughtful Commissioners weigh policy issues, issues of justice, and the Commission’s mission in deciding whether or not to vote to approve a settlement. And all Commissioners understand that SEC settlements have very little precedential value and are not binding on the Commission in other cases.

It’s also important to consider that many sophisticated and experienced advocates were involved in the process of getting the matter to the settlement table, all of whom were necessarily in favor of the settlement. Andeavor’s attorneys, likely from a top-tier white collar defense firm, were comfortable that the settlement was a reasonable resolution of the matter. Multiple supervisors in the Enforcement Division and staff in the Division’s Chief Counsel reviewed the settlement recommendation before it was circulated to the Commission. After the recommendation was circulated, each Commissioner could request to meet privately with Enforcement staff and get their insights regarding the strengths and weaknesses of the evidence and legal arguments. And before the Commission heard the matter at a closed Commission meeting, the SEC’s General Counsel’s Office reviewed the settlement papers and related memoranda for legal or policy problems. That office would never have supported the proposed settlement if they did not believe the statute could be interpreted to support the staff’s view, and if the General Counsel’s Office did not support the recommendation, in all likelihood the settlement would have been doomed. Finally, the current SEC Chairman, a known expert in the issues involved in the case, voted to support the settlement, concluding that the law could be appropriately applied to the findings of fact.

As a general matter, it’s pretty easy to find shortcomings in almost any enforcement action recommendation but much harder to find a way to make some of them work. Historically some Commissioners have tended to look for all sorts of ways not to support Enforcement recommendations even though often there are often good societal reasons to bring a case, particularly where an important public interest or particular industry problem is in some way addressed by the settlement. Peirce and Roisman burned up a lot of time and energy on their statement about their view of the statute even though it is likely that one of them or both would have voted against the settlement recommendation regardless. Nonetheless, it’s clear they worked pretty hard on the statement and that some people will really like it. Perhaps the best that can be said about it is that the general public now know the two Commissioners’ views on the issue and that Enforcement staff who have developed a similar case know that they are starting with two Commission votes against them.

The recent SEC enforcement action against Manitex International and three of its former senior executives is a compelling fraud case. Partly because of the unusual facts of the case, the settlement documents tell a good story.

According to the SEC, two separate and distinct financial frauds occurred at Manitex. The first began shortly after company employees found an inventory shortfall during the year end 2013 physical inventory, and the other, which occurred in 2016 and 2017, involved sales Manitex made to a entity Manitex helped set up and controlled, which weren’t actually sales at all, since the accounting rules prohibit recognizing sales made essentially to oneself. Manitex officers went to great lengths to hide the inventory shortfall, ultimately pretending to transfer the nonexistent inventory to a joint venture. Manitex senior officers also took a lot of convoluted actions in the second scheme. trying to make it appear as if Manitex were making sales to an independent company when, in fact, they knew were not. Along the way, the officers falsified documents, forged signatures, and lied to company auditors Buried in the fine print, there was also a terrific gem: Manitex’s former President suggesting that the name of an entity set up to further the second scheme should be called Vandalay Industries, a reference to a phony company George Costanza made up on the Seinfeld television show.

Manitex’s frauds went undetected for some time, but in October 2017, the company auditor started poking around, asking questions about the second scheme. Shortly afterward, an outside law firm began an investigation at the company, and soon the jig was up: Manitex fired two of the three executives involved in the conduct (the third had already left) and promptly announced that most of its financial statements for 2016 and 2017 should no longer be relied upon.

Given the false documents and other deceptive conduct, the SEC had quite a bit of leverage to get favorable settlements from the defendants/respondents. Among other things, the three former executives and the company were charged with 10b fraud and all of the former executives received officer and director bars or accounting suspensions or both. The SEC also doled out penalties to the company and two of the three former executives, the third did not have to pay a penalty based on his cooperation.

If I squint I can find a few problems with the SEC’s case. I couldn’t quite make out the chart in the settlement documents showing the effect of the second fraud on the company’s sales and net income. Also, it’s not clear why was the company was able to enter into a payment plan with the SEC, to pay its fine over time. The fines seemed to be too light and the length of the bar and suspension for the company’s former controller/CFO may be too short. Finally, the press release caused me to try to understand when the SEC names a company in press release headline. The action, released shortly before the SEC’s fiscal year end, is one of the few recent SEC maters in which the name of the corporation charged was stated in the press release headline. Does the SEC name companies in press release only when fraud is charged or in other cases also? It’s not clear from the SEC press releases issued in the last year or so what the standard is.

But these are all in all fairly minor points. Every case has a few loose ends and maybe a few deficiencies. All in all, it’s a solid case, fairly well written, persuasive and easy to follow, with what appear to be reasonable settlements for all concerned. It’s hard to get the whole hog. Nice work by the SEC’s Chicago office.

I hadn’t been thinking much about the SEC in the last six months or so, but curiosity got the better of me the other day, so I pulled up a recent press release off the SEC website to see what kinds of cases, if any, the SEC’s enforcement division was cranking out these days.

The SEC action I looked at in detail involved a San Jose-based company, Super Micro Computer, Inc., and its former CFO, Howard Hideshima. Both actions were settled. There was also a related settlement involving the company’s current CEO, but I did not focus on that one because he wasn’t charged with violating anything and therefore that aspect of the case didn’t seem particularly interesting.

The SEC press release headline highlighting the actions reads as follows: “SEC Charges Super Micro and Former CFO in Connection with Widespread Accounting Violations.”

The headline sounded a bit ominous, given the word “widespread,” the fact that the “[f]ormer CFO” was involved, and the fact that the SEC thought the case significant enough to warrant a press release (it’s certainly possible, though, that enforcement actions which wouldn’t typically merit a press release get one anyway given the limited number of enforcement cases these days). But, because the word fraud did not appear in the headline, my immediate reaction was that the matter must involve a series of innocent accounting mistakes of some sort or other, not an accounting fraud.

I was wrong. The rest of the press release and related settlement documents reflect that, in fact, the SEC had uncovered a significant and long-running accounting fraud at Supermicro. Indeed, toward the bottom of its press release the SEC states that as part of its settlement with the SEC, Supermicro had agreed to cease and desist from violating sections 17(a)(2) and (a)(3) of the Securities Act. Those two sections are antifraud provisions and not that long ago, press releases involving one or both of those provisions would always state that a fraud had been committed or include language to that effect. Maybe this practice changed or the word fraud was excluded from this particular press release for some special reason, I’m not sure. But I do know that once the SEC moves away from a traditional settlement norm to something more lenient–even if it does this just once–it is almost impossible to go back to the old way of operating.

The settlement documents tell a fairly detailed story about Supermicro’s fraud. In a nutshell, over a multiple year period, Supermicro employees took numerous steps to inflate income from sales before the end of Supermicro’s accounting quarters even though the sales had occurred after the end of the quarters, sometimes even changing sales terms after the fact to make it seem as if sales had occurred earlier. The accounting violations involve very basic and straightforward accounting principles, of a type generally covered in first year accounting classes. Though not explained in this public documents, company employees often engage in such actions to boost earnings to obtain bonuses or to hit public company earnings or sales targets. Maybe that happened here, maybe not. But it is clear that for some reason, on numerous occasions and in a variety of different ways, Supermicro employees took steps to improperly inflate Supermicro’s sales revenue at the end of the company’s accounting quarters. According to the SEC, this happened again and again.

The settlement documents further reflect that Supermicro employees almost certainly knew how the accounting worked, given that they tried to change sales terms after the fact or acted in other atypical ways to make it appear as if sales occurred before quarter end. Perhaps more importantly, according to the SEC, Hideshima, Supermicro’s longstanding CFO, either “knew or should have known,” “was informed,” “received information, ” “should have known,” “was on notice” or “knew” about the bulk of these accounting transgressions.

Hideshima, who, according to the SEC documents, appears to have been involved to some degree in nearly all of the “widespread accounting violations,” seems to have dodged almost all he could have feared from the watchdog, emerging with his reputation intact and not much of a dent to his wallet. His settlement with the SEC required him to pay a relatively small penalty amount of $50,000 and disgorge some stock sale profits. And the SEC chose not charge him with fraud or bar him from practicing or appearing as an accountant. Basically, he was charged with violating or causing Supermicro’s violations of the SEC’s books and records and internal control rules. And although he resigned from Supermicro some time ago, he now works as the CFO for a different company.

Given what I can glean from the public documents, I hope the result does not reflect current attitudes about enforcement settlements. I suspect that some of the SEC enforcement staffers were not at all pleased with the generous settlement terms given to the company and Hideshima, even though the SEC did require Supermicro to pay a sizeable penalty of $17.5 million (which seems high given the charges but low given the narrative in the settlement documents).

I have no idea why the settlements came out the way it did. Maybe the pandemic played a role. Maybe the staff on the case were just ready to move on to new investigations and put this one to bed. Perhaps the Commission is just more lenient than it once was and should be. Or maybe the result reflects some special circumstances about either the SEC or the company, which are not reflected in the public documents. Let’s hope it’s the last one: Such settlements give precedent a bad reputation.

At least one regular reader of this blog site has been after me for months to write something, anything, about the SEC Enforcement statistics for the fiscal year ended on September 30, 2019.

Unfortunately, I don’t have much to say.  For the most part the Enforcement report was easy to read and if there were typos in the report I missed them completely.  Sure,  enforcement actions were down, but at the same time the numbers were not as horrid as I thought they were going to be.  Things could have been much much worse, and the number of  enforcement actions concerning elderly mainstreet investors seemed to be at an all time high.

I will admit that the number of federal trials stood out to me just as it had in the prior year and from what I can tell the number of trials was exactly the same:  five.  That doesn’t seem like a lot of federal trials for 120 plus trial unit attorneys but, after all, trials are hard and costly and they take a lot of time and effort; and, in any event, if an investigation is conducted properly the defendants generally will just roll over.  So in some respects the fact that a trial occurs is really just the result of an investigative failing.  It’s also worth highlighting that the SEC won four of its five federal trials, a win rate of exactly 80 percent — nothing to sneeze at.  And, perhaps most importantly, there were no highly publicized trial losses to speak of.  That alone should be considered a tremendous achievement, with Division Director awards for all, followed by applause and orchestra music.

I do feel somewhat concerned for the well being of the SEC trial attorneys though.  I’m sure that at least a solid handful of them were expecting to get in front of a jury every three years or so, not anticipating that they would be spending nearly all of their working hours shuttered in their offices, immersed in emails, intra-agency disputes and, if fortunate, an occasional litigation issue.   These attorneys are in a difficult situation, and for that reason, and for their historical importance to the SEC tradition of excellence, they deserve our compassion.

 

On May 10, 2019, Charles Breyer, the federal district court judge overseeing the SEC’s securities fraud case against Volkswagen, ordered the SEC to file a declaration explaining why it didn’t file its case before March 14, 2019.  To say that he did not seem particularly impressed by the length of the SEC’s investigation is an understatement.  On July 8, 2018, in response to Judge Breyer’s demand, the SEC filed a declaration and memorandum with the court.  These are remarkable documents, chock full of interesting and odd information about the SEC’s lengthy investigation.

Was the SEC investigation done expeditiously?

In its submission, the SEC claims that it was.  But the submission shows that the staff’s investigation lasted more than forty-two months and wasn’t conducted with any particular urgency.  The staff waited several months after opening the investigation to even obtain a formal order (granting it subpoena authority) and then did not exercise its subpoena power for more than a year.  During its forty-two month investigation, the staff only managed to interview or take testimony from twenty people, which works out to one witness interview every other month.  It asked for information from only eighteen parties and issued just forty requests for documents or information.  Not exactly shock and awe.

In reading the SEC submission, you get the sense that the SEC got played by defense counsel.  And not just once.  Lots of promises made, few kept.  Often months and months passed before requested documents were produced.  Requested meetings were delayed for a variety of reasons.  Over and over again, defense counsel asked for more time from the staff and almost always got a receptive response.  In one instance, the SEC actually withdrew a subpoena it had sent to VW’s law firm after the law firm told the staff that VW did not want to be served with a subpoena.  And this was after the SEC had threatened to subpoena records twice before.  I guess that the SEC had some strategic reasons for holding back, and got something valuable in exchange for its numerous accommodations, but the filing suggests that it did not receive much.

One thing the SEC apparently did not get in exchange for all of the professional courtesies it extended to VW’s counsel was a tolling agreement.  Somehow, while it was investigating, the staff allowed the five year statute of limitations period to expire for a number of relevant securities offerings.  Oops.  Why didn’t the staff get a tolling agreement?  Don’t know, it’s not explained anywhere in the filings.

What seems equally bad is that the staff apparently unearthed some important materials concerning relevant VW bond offerings more than two years into its investigation.  This information, however, was readily available to the staff from the get go.  How and why this happened is unclear, though certainly this type of thing happens from time to time as staff investigations zig or zag into new areas and investigators think more about what might be relevant.  But those facts certainly don’t put the SEC in a good light.

Shortcut

The submission makes it seem as if the SEC was hoping for a quick settlement, even before it had conducted a substantial investigation.  Less than a year into its investigation, after doing limited investigative work, the SEC offered to settle the case, spelling out the details of its investigative efforts in a so called reverse proffer.   According to its submission, the SEC offered to stop investigating VW’s conduct it VW agreed to settle.  VW was apparently not impressed, not even willing to engage in settlement discussions after hearing what the staff had to say.   As is often the case in such situations, the SEC hope for a quick settlement quickly evaporated.

Odds and Ends

The SEC’s investigation certainly wasn’t helped by the fact that a lot of potentially relevant documents and witnesses were located in Germany, outside of the SEC’s reach.  This undoubtedly impeded the staff’s progress.  The SEC investigation was further stalled when it sought assistance from the German securities regulator in obtaining documents and interviews but the regulator refused to help, citing ongoing criminal proceedings.  

More troubling, the U.S. Department of Justice, with its enormous leverage over VW, chose not to help the SEC in any meaningful way, even while the SEC was taking pains not to interfere with DOJ’s investigation.  Early in the SEC’s investigation, after asking for a briefing from VW’s counsel concerning its internal investigation, DOJ weighed in, requesting VW’s counsel not to give that information to the SEC.  Later on, SEC staff sought assistance from DOJ to arrange interviews with witnesses in Germany though a treaty process.  But DOJ decided not to help the SEC in its efforts and the request was never made.  This is the type of problem that the SEC Enforcement Director should have been brought in to help resolve in a creative and constructive way.  Did this not happen, or did she just not have the yank?  And why wasn’t DOJ, normally a close ally of the SEC, willing to help in the first place?  This mystery is not solved in the papers.

VW made multiple lengthy Wells submissions, totaling over 3500 pages.  They submitted numerous white papers along the way.  Needless to say, they received more due process than they were probably due.  At the same time, you have to question whether a Wells submission of such length is an effective strategy or whether it just annoys the staffers and Commissioners it is trying to persuade (it’s also curious how such a lengthy submission complies with the Wells 40 page limit even if most of it is stuffed into an appendix).   I’m pretty sure that virtually no one at the SEC wants to wade through such lengthy submissions or even finds them particularly useful or persuasive.   But there does not seem to be any way to limit the length of such submissions under existing Commission rules.

What it all Means

Clearly SEC staff  let VW counsel control the pace of the investigation more than it should have, affording them much more deference than deserved.  At the same time, there were some legitimate obstacles that undoubtedly delayed the VW investigation.  Perhaps the SEC disclosures will, one way or another, cause the SEC to review whether it is conducting complex investigations in most efficient and effective manner.   Perhaps a review will support the view, that all of the issues pertain exclusively to this particular investigation.  And perhaps it will raise broader questions about the most effective ways to deal with companies who drag their heels in response to SEC requests and whether there are more better ways to deal with foreign regulators and DOJ.  Either way, it’s appropriate to kick the tires.

 

 

 

https://ftalphaville.ft.com/2019/07/09/1562671055000/When-the-SEC-investigated-Volkswagen/

Lots of lessons can be learned from this one.