Form Transfers Of Capital Stock 8 Name Of Reporting Corporation Mail Completed: Fill & Download for Free

A blockchain,originally block chainis a growing list of records, called blocks, that are linked using cryptographyEach block contains a cryptographic hash of the previous block,[6]a timestamp, and transaction data (generally represented as a Merkle tree).By design, a blockchain is resistant to modification of the data. It is "an open, distributed ledger that can record transactions between two parties efficiently and in a verifiable and permanent way".[7]For use as a distributed ledger, a blockchain is typically managed by a peer-to-peer network collectively adhering to a protocol for inter-node communication and validating new blocks. Once recorded, the data in any given block cannot be altered retroactively without alteration of all subsequent blocks, which requires consensus of the network majority. Although blockchain records are not unalterable, blockchains may be considered secure by design and exemplify a distributed computing system with high Byzantine fault tolerance. Decentralized consensus has therefore been claimed with a blockchain.[8]Blockchain was invented by a person (or group of people) using the name Satoshi Nakamoto in 2008 to serve as the public transaction ledger of the cryptocurrency bitcoin.[1]The identity of Satoshi Nakamoto is unknown. The invention of the blockchain for bitcoin made it the first digital currency to solve the double-spending problem without the need of a trusted authority or central server. The bitcoin design has inspired other applications,[1][3]and blockchains that are readable by the public are widely used by cryptocurrencies. Blockchain is considered a type of payment rail.[9]Private blockchains have been proposed for business use. Sources such as Computerworld called the marketing of such blockchains without a proper security model The first work on a cryptographically secured chain of blocks was described in 1991 by Stuart Haber and W. Scott Stornetta.[6][11]They wanted to implement a system where document timestamps could not be tampered with. In 1992, Bayer, Haber and Stornetta incorporated Merkle trees to the design, which improved its efficiency by allowing several document certificates to be collected into one block.[6][12]The first blockchain was conceptualized by a person (or group of people) known as Satoshi Nakamoto in 2008. Nakamoto improved the design in an important way using a Hashcash-like method to timestamp blocks without requiring them to be signed by a trusted party and introducing a difficulty parameter to stabilize rate with which blocks are added to the chain.[6]The design was implemented the following year by Nakamoto as a core component of the cryptocurrency bitcoin, where it serves as the public ledger for all transactions on the network.[1]In August 2014, the bitcoin blockchain file size, containing records of all transactions that have occurred on the network, reached 20 GB (gigabytes).[13]In January 2015, the size had grown to almost 30 GB, and from January 2016 to January 2017, the bitcoin blockchain grew from 50 GB to 100 GB in size. The ledger size had exceeded 200 GiB by early 2020.[14]The words block and chain were used separately in Satoshi Nakamoto's original paper, but were eventually popularized as a single word, blockchain, by 2016.According to Accenture, an application of the diffusion of innovations theory suggests that blockchains attained a 13.5% adoption rate within financial services in 2016, therefore reaching the early adopters phase.[15]Industry trade groups joined to create the Global Blockchain Forum in 2016, an initiative of the Chamber of Digital Commerce.In May 2018, Gartner found that only 1% of CIOs indicated any kind of blockchain adoption within their organisations, and only 8% of CIOs were in the short-term "planning or [looking at] active experimentation with blockchain".[16]StructureA blockchain is a decentralized, distributed, and oftentimes public, digital ledger that is used to record transactions across many computers so that any involved record cannot be altered retroactively, without the alteration of all subsequent blocks.[1][17]This allows the participants to verify and audit transactions independently and relatively inexpensively.[18]A blockchain database is managed autonomously using a peer-to-peer network and a distributed timestamping server. They are authenticated by mass collaboration powered by collective self-interests.[19]Such a design facilitates robustworkflow where participants' uncertainty regarding data security is marginal. The use of a blockchain removes the characteristic of infinite reproducibilityfrom a digital asset. It confirms that each unit of value was transferred only once, solving the long-standing problem of double spending. A blockchain has been described as a value-exchange protocol.[20]A blockchain can maintain title rights because, when properly set up to detail the exchange agreement, it provides a record that compels offer and acceptance.BlocksBlocks hold batches of valid transactions that are hashed and encoded into a Merkle tree.[1]Each block includes the cryptographic hash of the prior block in the blockchain, linking the two. The linked blocks form a chain.[1]This iterative process confirms the integrity of the previous block, all the way back to the original genesis block.[21]Sometimes separate blocks can be produced concurrently, creating a temporary fork. In addition to a secure hash-based history, any blockchain has a specified algorithm for scoring different versions of the history so that one with a higher score can be selected over others. Blocks not selected for inclusion in the chain are called orphan blocks.[21]Peers supporting the database have different versions of the history from time to time. They keep only the highest-scoring version of the database known to them. Whenever a peer receives a higher-scoring version (usually the old version with a single new block added) they extend or overwrite their own database and retransmit the improvement to their peers. There is never an absolute guarantee that any particular entry will remain in the best version of the history forever. Blockchains are typically built to add the score of new blocks onto old blocks and are given incentives to extend with new blocks rather than overwrite old blocks. Therefore, the probability of an entry becoming superseded decreases exponentially[22]as more blocks are built on top of it, eventually becoming very low.[1][23]:ch. 08[24]For example, bitcoin uses a proof-of-work system, where the chain with the most cumulative proof-of-work is considered the valid one by the network. There are a number of methods that can be used to demonstrate a sufficient level of computation. Within a blockchain the computation is carried out redundantly rather than in the traditional segregated and parallel manner.[25]Block timeThe block time is the average time it takes for the network to generate one extra block in the blockchain. Some blockchains create a new block as frequently as every five seconds. By the time of block completion, the included data becomes verifiable. In cryptocurrency, this is practically when the transaction takes place, so a shorter block time means faster transactions. The block time for Ethereum is set to between 14 and 15 seconds, while for bitcoin it is on average 10 minutes.[citation needed]Hard forksThis section is an excerpt from Fork (blockchain) § Hard fork[edit] [history]A hard fork is a rule change such that the software validating according to the old rules will see the blocks produced according to the new rules as invalid. In case of a hard fork, all nodes meant to work in accordance with the new rules need to upgrade their software.If one group of nodes continues to use the old software while the other nodes use the new software, a permanent split can occur. For example, Ethereumhas hard-forked to "make whole" the investors in The DAO, which had been hacked by exploiting a vulnerability in its code. In this case, the fork resulted in a split creating Ethereum and Ethereum Classic chains. In 2014 the Nxt community was asked to consider a hard fork that would have led to a rollback of the blockchain records to mitigate the effects of a theft of 50 million NXT from a major cryptocurrency exchange. The hard fork proposal was rejected, and some of the funds were recovered after negotiations and ransom payment. Alternatively, to prevent a permanent split, a majority of nodes using the new software may return to the old rules, as was the case of bitcoin split on 12 March 2013.[26]DecentralizationBy storing data across its peer-to-peer network, the blockchain eliminates a number of risks that come with data being held centrally.[1]The decentralized blockchain may use ad hoc message passing and distributed networking.Peer-to-peer blockchain networks lack centralized points of vulnerability that computer crackers can exploit; likewise, it has no central point of failure. Blockchain security methods include the use of public-key cryptography.[4]:5A public key (a long, random-looking string of numbers) is an address on the blockchain. Value tokens sent across the network are recorded as belonging to that address. A private key is like a password that gives its owner access to their digital assets or the means to otherwise interact with the various capabilities that blockchains now support. Data stored on the blockchain is generally considered incorruptible.[1]Every node in a decentralized system has a copy of the blockchain. Data quality is maintained by massive database replication[8]and computational trust. No centralized "official" copy exists and no user is "trusted" more than any other.[4]Transactions are broadcast to the network using software. Messages are delivered on a best-effort basis. Mining nodes validate transactions,[21]add them to the block they are building, and then broadcast the completed block to other nodes.[23]:ch. 08Blockchains use various time-stamping schemes, such as proof-of-work, to serialize changes.[27]Alternative consensus methods include proof-of-stake.[21]Growth of a decentralized blockchain is accompanied by the risk of centralization because the computer resources required to process larger amounts of data become more expensive.[28]OpennessOpen blockchains are more user-friendly than some traditional ownership records, which, while open to the public, still require physical access to view. Because all early blockchains were permissionless, controversy has arisen over the blockchain definition. An issue in this ongoing debate is whether a private system with verifiers tasked and authorized (permissioned) by a central authority should be considered a blockchain.[29][30][31][32][33]Proponents of permissioned or private chains argue that the term "blockchain" may be applied to any data structure that batches data into time-stamped blocks. These blockchains serve as a distributed version of multiversion concurrency control (MVCC) in databases.[34]Just as MVCC prevents two transactions from concurrently modifying a single object in a database, blockchains prevent two transactions from spending the same single output in a blockchain.[35]:30–31Opponents say that permissioned systems resemble traditional corporate databases, not supporting decentralized data verification, and that such systems are not hardened against operator tampering and revision.[29][31]Nikolai Hampton of Computerworld said that "many in-house blockchain solutions will be nothing more than cumbersome databases," and "without a clear security model, proprietary blockchains should be eyed with suspicion."[10][36]PermissionlessThe great advantage to an open, permissionless, or public, blockchain network is that guarding against bad actors is not required and no access controlis needed.[22]This means that applications can be added to the network without the approval or trust of others, using the blockchain as a transport layer.[22]Bitcoin and other cryptocurrencies currently secure their blockchain by requiring new entries to include a proof of work. To prolong the blockchain, bitcoin uses Hashcash puzzles. While Hashcash was designed in 1997 by Adam Back, the original idea was first proposed by Cynthia Dwork and Moni Naorand Eli Ponyatovski in their 1992 paper "Pricing via Processing or Combatting Junk Mail".Financial companies have not prioritised decentralized blockchains.[citation needed]In 2016, venture capital investment for blockchain-related projects was weakening in the USA but increasing in China.[37]Bitcoin and many other cryptocurrencies use open (public) blockchains. As of April 2018, bitcoin has the highest market capitalization.Permissioned (private) blockchainSee also: Distributed ledgerPermissioned blockchains use an access control layer to govern who has access to the network.[38]In contrast to public blockchain networks, validators on private blockchain networks are vetted by the network owner. They do not rely on anonymous nodes to validate transactions nor do they benefit from the network effect.[citation needed]Permissioned blockchains can also go by the name of 'consortium' blockchains.[citation needed]Disadvantages of private blockchainNikolai Hampton pointed out in Computerworld that "There is also no need for a '51 percent' attack on a private blockchain, as the private blockchain (most likely) already controls 100 percent of all block creation resources. If you could attack or damage the blockchain creation tools on a private corporate server, you could effectively control 100 percent of their network and alter transactions however you wished."[10]This has a set of particularly profound adverse implications during a financial crisis or debt crisis like the financial crisis of 2007–08, where politically powerful actors may make decisions that favor some groups at the expense of others,[39][40]and "the bitcoin blockchain is protected by the massive group mining effort. It's unlikely that any private blockchain will try to protect records using gigawatts of computing power — it's time consuming and expensive."[10]He also said, "Within a private blockchain there is also no 'race'; there's no incentive to use more power or discover blocks faster than competitors. This means that many in-house blockchain solutions will be nothing more than cumbersome databases."[10]Blockchain analysisThe analysis of public blockchains has become increasingly important with the popularity of bitcoin, Ethereum, litecoin and other cryptocurrencies.[41]A blockchain, if it is public, provides anyone who wants access to observe and analyse the chain data, given one has the know-how. The process of understanding and accessing the flow of crypto has been an issue for many cryptocurrencies, crypto-exchanges and banks.[42][43]The reason for this is accusations of blockchain enabled cryptocurrencies enabling illicit dark market trade of drugs, weapons, money laundering etc.[44]A common belief has been that cryptocurrency is private and untraceable, thus leading many actors to use it for illegal purposes. This is changing and now specialised tech-companies provide blockchain tracking services, making crypto exchanges, law-enforcement and banks more aware of what is happening with crypto funds and fiat crypto exchanges. The development, some argue, has led criminals to prioritise use of new cryptos such as Monero.[45][46][47]The question is about public accessibility of blockchain data and the personal privacy of the very same data. It is a key debate in cryptocurrency and ultimately in blockchain.[48]UsesBlockchain technology can be integrated into multiple areas. The primary use of blockchains today is as a distributed ledger for cryptocurrencies, most notably bitcoin. There are a few operational products maturing from proof of concept by late 2016.[37]Businesses have been thus far reluctant to place blockchain at the core of the business structure.[49]CryptocurrenciesMain article: CryptocurrencyMost cryptocurrencies use blockchain technology to record transactions. For example, the bitcoin network and Ethereum network are both based on blockchain. On 8 May 2018 Facebook confirmed that it would open a new blockchain group[50]which would be headed by David Marcus, who previously was in charge of Messenger. Facebook's planned cryptocurrency platform, Libra, was formally announced on June 18, 2019.[51][52]Smart contractsMain article: Smart contractBlockchain-based smart contracts are proposed contracts that can be partially or fully executed or enforced without human interaction.[53]One of the main objectives of a smart contract is automated escrow. An IMF staff discussion reported that smart contracts based on blockchain technology might reduce moral hazards and optimize the use of contracts in general. But "no viable smart contract systems have yet emerged." Due to the lack of widespread use their legal status is unclear.[54][55]Financial servicesMajor portions of the financial industry are implementing distributed ledgers for use in banking,[56][57][58]and according to a September 2016 IBM study, this is occurring faster than expected.[59]Banks are interested in this technology because it has potential to speed up back office settlement systems.[60]Banks such as UBS are opening new research labs dedicated to blockchain technology in order to explore how blockchain can be used in financial services to increase efficiency and reduce costs.[61][62]Berenberg, a German bank, believes that blockchain is an "overhyped technology" that has had a large number of "proofs of concept", but still has major challenges, and very few success stories.[63]In December 2018, Bitwala (a crypto-friendly banking service[64]) launched Europe's first regulated blockchain banking solution that enables users to manage both their Bitcoin and Euro deposits in one place with the safety and convenience of a German bank account. The bank account is hosted by the Berlin-based solarisBank.[65]The blockchain has also given rise to Initial Coin Offerings (ICOs) as well as a new category of digital asset called Security Token Offerings (STOs), also sometimes referred to as Digital Security Offerings (DSOs).[66]STO/DSOs may be conducted privately or on a public, regulated stock exchange and are used to tokenize traditional assets such as company shares as well as more innovative ones like intellectual property, real estate, art, or individual products. A number of companies are active in this space providing services for compliant tokenization, private STOs, and public STOs.Video gamesA blockchain game CryptoKitties, launched in November 2017.[67]The game made headlines in December 2017 when a cryptokitty character - an in-game virtual pet - was sold for more than US$100,000.[68]CryptoKitties illustrated scalability problems for games on Ethereum when it created significant congestion on the Ethereum network with about 30% of all Ethereum transactions being for the game.[69]CryptoKitties also demonstrated how blockchains can be used to catalog game assets (digital assets).[70]Supply chainThere are a number of efforts and industry organizations working to employ blockchains in supply chain logistics and supply chain management.The Blockchain in Transport Alliance (BiTA) works to develop open standards for supply chains.[citation needed]Everledger is one of the inaugural clients of IBM's blockchain-based tracking service.[71]Walmart and IBM are running a trial to use a blockchain-backed system for supply chain monitoring — all nodes of the blockchain are administered by Walmart and are located on the IBM cloud.[72]Hyperledger Grid develops open components for blockchain supply chain solutions.[73][74]Other usesBlockchain technology can be used to create a permanent, public, transparent ledger system for compiling data on sales, tracking digital use and payments to content creators, such as wireless users[75]or musicians.[76]In 2017, IBM partnered with ASCAP and PRS for Music to adopt blockchain technology in music distribution.[77]Imogen Heap's Mycelia service has also been proposed as blockchain-based alternative "that gives artists more control over how their songs and associated data circulate among fans and other musicians."[78][79]New distribution methods are available for the insurance industry such as peer-to-peer insurance, parametric insurance and microinsurance following the adoption of blockchain.[80][81]The sharing economy and IoT are also set to benefit from blockchains because they involve many collaborating peers.[82]Online voting is another application of the blockchain.[83][84]The use of blockchain in libraries is being studied with a grant from the U.S. Institute of Museum and Library Services.[85]Other designs include:Hyperledger is a cross-industry collaborative effort from the Linux Foundation to support blockchain-based distributed ledgers, with projects under this initiative including Hyperledger Burrow (by Monax) and Hyperledger Fabric (spearheaded by IBM)[86]Quorum – a permissionable private blockchain by JPMorgan Chase with private storage, used for contract applications[87]Tezos, decentralized voting.[35]:94Proof of Existence is an online service that verifies the existence of computer files as of a specific time[88]TypesCurrently, there are at least four types of blockchain networks — public blockchains, private blockchains, consortium blockchains and hybrid blockchains.Public blockchainsA public blockchain has absolutely no access restrictions. Anyone with an Internet connection can send transactions to it as well as become a validator(i.e., participate in the execution of a consensus protocol).[89][self-published source?]Usually, such networks offer economic incentives for those who secure them and utilize some type of a Proof of Stake or Proof of Work algorithm.Some of the largest, most known public blockchains are the bitcoin blockchain and the Ethereum blockchain.Private blockchainsA private blockchain is permissioned.[38]One cannot join it unless invited by the network administrators. Participant and validator access is restricted.Hybrid blockchainsA hybrid blockchain has a combination of centralized and decentralized features.[90]The exact workings of the chain can vary based on which portions of centralization decentralization are used.Lastly, I will recommend(Cryptoavenue.org)Cryptocurrency Investment Platform (Cryptoavenue - Investing Digital Currency) as it was launched at mid-summer 2013) but has become the largest cryptocurrency Investment Platform right now with a total volume over 120 million dollars Traded. This is where I invest and get my invested Bitcoin after weeks, months. They Support variety of cryptocurrency like Bitcoin, Ethereum, Bitcoin Cash and Litecoin. I find that it has a really nice UI and support.

Founders agreement. I’m posting here an example, hope this is helpful.=====================================ABC Founders AgreementABC Founders: XY, ZW, DE, FG, HKCompany formation and capitalizationABC will be set up as a Delaware C-corporation doing business in California.30M shares will be authorized, as follows:Each of the five founders will purchase 2M common shares, total of 10M.Additional 2M common shares will be allocated for the stock option pool under Equity Incentive Plan.Additional 5M shares will be allocated for future equity financing as preferred shares.The remaining 13M shares will be held as a reserve for the future allocation by the ABC Board of Directors.Board of DirectorsThe initial ABC Board of Directors will be composed of three founders, as follows:DE- Chairman of the Board.XY - Secretary and Board Member.FG - Board Member.Founders Stock Vesting TermsABC will have the right to buy back the unvested shares of any founder that either decides to leave ABC, or terminated for cause of not fulfilling their responsibilities or time commitments, as described below under “Roles, responsibilities, and time commitment”, or if committed a criminal offenceEach founder will purchase their shares at the par value of $0.0001 per share, file the 83(b) form with the IRS, and pay the applicable taxes.The first 20% of the shares shall vest on the grant date. An additional 1/48th of the remaining shares shall vest when the shareholder completes each full month of continuous service following the vesting start date.The buyback will be at the par value. The company may exercise the buyback with a promissory note payable quarterly over a period of 3 years (or earlier in the event of the sale of the company).The buyback right may be assigned to a third party by the company.The founders and other stockholders shall also enter into a stockholders agreement with customary restrictions on transfer and drag-along rights in the event of the sale of the company.The founders’ stock vesting schedule will fully accelerate in the following cases:Change of control – if over 50% of the BMS’ shares are being acquired.If the founder is terminated without cause.The founder’s vesting will be paused in the following cases below, and will resume when the founder returns:If the founder takes a leave of absence for reasons of inability of carrying their responsibilities due to physical health or mental health issue.If the founder takes a leave of absence for reasons of need to look after their immediate relative due to physical health or mental health issue.Salary start conditionsSeries A round of >= $1M or Revenue sufficient to cover founders’ salaries.Minimum Hour requirements: 10 hours / week on averageRoles, responsibilities, and time commitment.ZW, CTO - Chief Technology Officer and Chief Ethics OfficerTime commitment: I will work up 10 hours per week on average. (I cannot commit to more than this while I have a full-time job).Hire and manage developers, including data scientists, biostatisticians, MDsImplement PoCs (Proof of Concept)Utilize Automated Machine learning tools to build modelsExport algorithms from Automated Machine learning tools and implement as a standalone softwareImplement or manage developers to integrate with EpicArchitect the back-end platformHIPAA compliant data centerManage the innovation funnel, including competitive and market researchComment, when appropriate, on the ethics of the management decisionsFG, President, Executive Chairman of the Board, and Chief Medical OfficerTime commitment: available as needed. ABC is my highest priority.Recruit industry experts for the Advisory BoardPlan and Manage the Advisory Board’s activitiesGet Sales partners and development partnersFind DatasetsFind investorsParticipate in investors meetings as neededManuscripts writing for peer-reviewed publicationsClinical trial designNurture industry relations thru presentation at professional conferencesInitiate and organize regular Board meetingsParticipate in databases adjudicationManage MDs adjudicating and cleaning data bases as neededWriting and submitting various project proposals, including to IRBs.XY, CEO – Chief Executive Officer, Board SecretaryTime commitment: available as needed. ABC is my highest priorityFundraising, including creating and maintaining:Elevator pitchExecutive summaryPitch deckFinancial modelInvestor relationsBoard relations and quarterly board updatesCreating and maintaining company's public profiles on LinkedIn, Crunchbase, http://Angel.io, f6s, etc.Accounting and business bankingFederal and state taxesBusiness developmentLegal: hire and relationships with the outside counsel/s, all legal agreements and contractsRecruitment of the management team and independent board members.In-person market research.HK, CIO - Chief Innovation Officer, Acting COO (interim)Time commitment: right now available as needed and as required, requested (10 hrs. per week and more)Find investorsIntellectual property (IP): patent and trademark applications, and all other IP related.IT: domains, website/s, email server, etc.Creative: engineering, graphics, logos, brand and product names, branding, etc.Assist CEO, Chairman in day to day including all corp related activities.Business development: relationships with companies, building relationships, maintaining relationships, setting up goals. Working with the legal counsel to create contractsLiaison to outside support, vendors, manufacturers etc.Hardware development (Catheters etc.)Innovation on the business sideChief investigator for hardware development efforts – owns the funnel, both medical non-connected devices, and connected hardware.FG, CMTO - Chief Medical Technology Officer, acting CFO - Chief Financial Officer (interim).Time commitment: can dedicate most of Fridays, however, there will be Fridays when I’m not available due to call responsibilities and others when I’m asked to help with a difficult case at work or have to round on the inpatient service. I can likely commit 2-4 hours per week maximum.Founder termination1. Each founder could be terminated for cause if they do not fulfill their responsibilities, as described under “Roles, responsibilities, and time commitment”.2. The founders agree to hold each other accountable and have a regular discussion at least one a quarter about fulfillment of their responsibilities. The founders will develop Specific, Measurable, Attainable, Relevant and Timely (SMART) goals.3. If the peers determine that a founder does not adequately fulfill their responsibilities, they will indicate it to such founder in a discussion following by a written notice via electronic mail. Such founder will be given at least one month to improve their performance.4. The termination of a founder will be through a voting of remaining founders and will require a simple majority.Initial capital contribution and BankingEach founder will initially contribute $,000.Upon the initial formation and receipt of the EIN, XY will open a new business checking / savings account at Chase bank branch located at ….The initial capital contribution will be deposited into the business account.Each founder will have full access to the account, and will be issued a debit / credit card.All business expenses will be paid through the business bank account, for accountability, traceability, and tax reports.Initial business, fundraising and technology development strategyxxxxxxxxxxxxxxxxxxxxxxxxxxxBusiness expense policiesOne-time expense under $100 is at each founder’s discretion using company debit or credit card.Expenses above $100, in particular travel, legal, and other 3rd party service expenses, whether one-time or recurring (monthly or annual), must be approved via group email by at least 3 founders. The request for expense approval email must include the following details:Purpose of the expense.Benefits and value to the company.Approximate expected total expense or a range. In the case of travel expenses provide a breakdown (air travel, hotel, meals, other transportation).Meals are considered business expense as follows:Pay for meals with 3rd parties onlyAll meals during founders’ meetings are not business expenseTravel expenses:All founders recognize that travel is one of the top expense categories in early stages of the company.All travel must be approved ahead of time by the group of at least 3 founders via group email as described above.Each founder will make the best effort to plan the travel as far ahead of time as possible, to secure lowest air and hotel prices.Legal expense:All founders recognize that legal is one of the top expense categories in early stages of the company.Alex and Yuval will be designated as a company’s contacts for attorney communications.All founders will be conscientious regarding attorney’s time in case of meetings with attorney or other attorney communications.Intellectual Property (IP)1. Each founder understands that every invention and other IP related to the ABC company’s business will be automatically assigned to ABC.2. Assignment of Inventions. The founders agrees that all right, title, and interest in and to any copyrightable material, notes, records, drawings, designs, inventions, improvements, developments, discoveries, ideas and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by each Founder, solely or in collaboration with others, and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, “Inventions”), are the sole property of the ABC, and will be irrevocably assigned fully to the ABC all right, title and interest in and to the Inventions.Agreements with prior employersThe founders acknowledge no breach of agreements with prior employers regarding intellectual property or non-compete commitments.This Founders Agreement constitutes a legally binding agreement among the parties and shall be governed by the laws of the State of California.SignaturesZW_________________________FG__________________________FG__________________________HK__________________________XY__________________________

Wells Fargo - WikipediaWells FargoFrom Wikipedia, the free encyclopediaJump to navigationJump to searchFor other uses, see Wells Fargo (disambiguation).Wells Fargo & CompanyCompany logo since 2009Wells Fargo's headquarters complex in San Francisco, CaliforniaTypePublicTraded asNYSE: WFCS&P 100 componentS&P 500 componentISINUS9497461015IndustryBankingFinancial servicesInsurancePredecessorsCollapsible list[show]FoundedMarch 18, 1852 (167 years ago) in San Francisco, California, USFoundersHenry WellsWilliam FargoHeadquarters420 Montgomery Street, San Francisco, California, USNumber of locations8,050 branches (2018)13,000 ATMs (2018)Area servedWorldwideKey peopleElizabeth Duke(Chair)C. Allen Parker(Interim President & CEO)John R. Shrewsberry(CFO)ProductsCollapsible list[show]RevenueUS$86.40 billion (2018)Operating incomeUS$30.28 billion (2018)Net incomeUS$22.39 billion (2018)Total assetsUS$1.895 trillion (2018)Total equityUS$197.06 billion (2018)OwnerBerkshire Hathaway (10%)Membersc.70 million (2018)Number of employeesc.258,700 (2018)SubsidiariesWells Fargo AdvisorsWells Fargo Bank, N.A.Wells Fargo RailWells Fargo SecuritiesRatingFitch: A+ (2018)Moody's: A2 (2018)S&P: A− (2018)Websitewellsfargo.comFootnotes / references[1][2][3][4][5][6][7][8]Wells Fargo branch in Berkeley, CaliforniaWells Fargo & Company is an American multinational financial servicescompany headquartered in San Francisco, California, with central offices throughout the United States.[9]It is the world's fourth-largest bank by market capitalization and the fourth largest bank in the US by total assets.[10][11]Wells Fargo is ranked #26 on the 2018 Fortune 500 rankings of the largest US corporations by total revenue.[12]In July 2015, Wells Fargo became the world's largest bank by market capitalization, edging past ICBC,[11]before slipping behind JPMorgan Chase in September 2016, in the wake of a scandal involving the creation of over 2 million fake bank accounts by Wells Fargo employees.[10]Wells Fargo fell behind Bank of America to third by bank deposits in 2017[13]and behind Citigroup to fourth by total assets in 2018.[14]The firm's primary operating subsidiary is national bank Wells Fargo Bank, N.A., which designates its main office as Sioux Falls, South Dakota. Wells Fargo in its present form is a result of a merger between San Francisco–based Wells Fargo & Company and Minneapolis-based Norwest Corporation in 1998 and the subsequent 2008 acquisition of Charlotte-based Wachovia. Following the mergers, the company transferred its headquarters to Wells Fargo's headquarters in San Francisco and merged its operating subsidiary with Wells Fargo's operating subsidiary in Sioux Falls. Along with JPMorgan Chase, Bank of America, and Citigroup, Wells Fargo is one of the "Big Four Banks" of the United States.[15]As of June 2018, it had 8,050 branches and 13,000 ATMs.[2]In 2018 the company had operations in 35 countries with over 70 million customers globally.[2]In February 2014, Wells Fargo was named the world's most valuable bank brand for the second consecutive year[16]in The Banker and Brand Financestudy of the top 500 banking brands.[17]In 2016, Wells Fargo ranked 7th on the Forbes Magazine Global 2000 list of largest public companies in the world and ranked 27th on the Fortune 500 list of the largest companies in the US.[7][18]In 2015, the company was ranked the 22nd most admired company in the world, and the 7th most respected company in the world.[7]As of December 2018, the company had a Standard & Poors credit rating of A−.[8]However, for a brief period in 2007, the company was the only AAA‑rated bank, reflecting the highest credit rating from two firms.[19]On February 2, 2018, the US Federal Reserve Bank barred Wells Fargo from growing its nearly US$2 trillion-asset base any further, based upon years of misconduct, until Wells Fargo fixes its internal problems to the satisfaction of the Federal Reserve.[20]In April 2018, The Wall Street Journal reported that the US Department of Labor had launched a probe into whether Wells Fargo was pushing its customers into more expensive retirement plans as well as intoretirement funds managed by Wells Fargo itself.[21][22]Subsequently in May 2018, The Wall Street Journal reported that Wells Fargo's business banking group had improperly altered documents about business clients in 2017 and early 2018.[23]In June 2018, Wells Fargo began retreating from retail bankingin the Midwestern United States by announcing the sale of all its physical bank branch locations in Indiana, Michigan, and Ohio to Flagstar Bank.[24][13]Contents1History1.1Wells Fargo History Museums1.2Key dates1.3Wachovia acquisition1.4Investment by US Treasury Department during 2008 financial crisis1.4.1History of Wells Fargo Securities1.5Environmental record2Operations and services2.1Community banking2.1.1Consumer lending2.1.2Wells Fargo private student loans2.1.3Equipment lending2.2Wealth and Investment Management2.2.1Wells Fargo Asset Management2.2.2Wells Fargo Securities2.3Cross-selling2.4International operations2.5Charter3Lawsuits, fines and controversies3.11981 MAPS Wells Fargo embezzlement scandal3.2Higher costs charged to African-American and Hispanic borrowers3.3Failure to monitor suspected money laundering3.4Overdraft fees3.5Settlement and fines regarding mortgage servicing practices3.6SEC fine due to inadequate risk disclosures3.7Lawsuit by FHA over loan underwriting3.8Lawsuit due to premium inflation on forced place insurance3.9Lawsuit regarding excessive overdraft fees3.102015 Violation of New York credit card laws3.11Executive compensation3.12Tax avoidance and lobbying3.13Prison industry investment3.14SEC settlement for insider trading case3.15Wells Fargo account fraud scandal3.16Racketeering lawsuit for mortgage appraisal overcharges3.17Dakota Access Pipeline investment3.18Failure to comply with document security requirements3.19Connections to the gun industry and NRA3.20Discrimination against female workers3.21Auto insurance4CEO-to-worker pay ratio5See also6Notes7References8External linksHistory[edit]Main article: History of Wells FargoWells Fargo History Museums[edit]The company operates 12 museums, most known as a Wells Fargo History Museum,[25]in its corporate buildings inCharlotte, North Carolina, Denver, Colorado, Des Moines, Iowa, Los Angeles, California, Minneapolis, Minnesota,Philadelphia, Pennsylvania, Phoenix, Arizona, Portland, Oregon, Sacramento, California and San Francisco, California. Displays include original stagecoaches, photographs, gold nuggets and mining artifacts, the Pony Express, telegraphequipment and historic bank artifacts. The company also operates a museum about company history in the Pony Express Terminal in Old Sacramento State Historic Park in Sacramento, California, which was the company's second office,[26]and the Wells Fargo History Museum in Old Town San Diego State Historic Park in San Diego, California.[27]Wells Fargo operates the Alaska Heritage Museum in Anchorage, Alaska, which features a large collection of Alaskan Native artifacts, ivory carvings and baskets, fine art by Alaskan artists, and displays about Wells Fargo history in the Alaskan Gold Rush era.[28]Key dates[edit]A late 19th Century Wells Fargo Bank in Apache Junction, Arizona1879 Wells Fargo Stagecoach on exhibit in the Wells Fargo Museum in PhoenixThe Wells Fargo Stage Stop built in 1872 in Black Canyon City, ArizonaWells Fargo bank in Chinatown,Houston, TexasA remodeled Wells Fargo bank inFort Worth, TexasWells Fargo in Laredo, Texas1852: Henry Wells and William G. Fargo, the two founders of American Express, formed Wells Fargo & Company to provide express and banking services to California.1860: Wells Fargo gained control of Butterfield Overland Mail Company, leading to operation of the western portion of the Pony Express.1866: "Grand consolidation" united Wells Fargo, Holladay, and Overland Mail stage lines under the Wells Fargo name.1905: Wells Fargo separated its banking and express operations; Wells Fargo's bank was merged with the Nevada National Bank to form the Wells Fargo Nevada National Bank.1918: As a wartime measure, the US Federal Government nationalized Wells Fargo's express franchise into a federal agency known as the US Railway Express Agency. The US Federal Government took control of the express company. The bank began rebuilding but with a focus on commercial markets. After the war, REA was privatized and continued service until 1975.1923: Wells Fargo Nevada merged with the Union Trust Company to form the Wells Fargo Bank & Union Trust Company.1929: Northwest Bancorporation was formed as a banking association.1954: Wells Fargo & Union Trust shortened its name to Wells Fargo Bank.1960: Wells Fargo merged with American Trust Company to form the Wells Fargo Bank American Trust Company.1962: Wells Fargo American Trust again shortened its name to Wells Fargo Bank.1968: Wells Fargo converted to a federal banking charter, becoming Wells Fargo Bank, N.A. Wells Fargo merged with Henry Trione's Sonoma Mortgage in a $10.8 million stock transfer, making Trione the largest shareholder in Wells Fargo until Warren Buffett and Walter Annenberg later surpassed him.[29]1969: Wells Fargo & Company holding company was formed, with Wells Fargo Bank as its main subsidiary.1982: Northwest Bancorporation acquired consumer finance firm Dial Finance which is renamed Norwest Financial Service the following year.1983: Northwest Bancorporation was renamed Norwest Corporation.1983: White Eagle, largest US bank heist to date took place at a Wells Fargo depot in West Hartford, Connecticut.1986: Wells Fargo acquired Crocker National Corporation from Midland Bank.1987: Wells Fargo acquired the personal trust business of Bank of America.1988: Wells Fargo acquired Barclays Bank of California from Barclays plc.[30]1995: Wells Fargo became the first major US financial services firm to offer Internet banking.1996: Wells Fargo acquired First Interstate Bancorp for US$11.6 billion.[31]1998: Wells Fargo Bank was acquired by Norwest Corporation of Minneapolis.[32](Norwest was the surviving company; however, it chose to continue business under the more well-known Wells Fargo name.)2000: Wells Fargo Bank acquired National Bank of Alaska.[33]2000: Wells Fargo acquired First Security Corporation.[34]2001: Wells Fargo acquired H.D. Vest Financial Services for US$128 million, but sold it in 2015 for US$580 million.[35]2007: Wells Fargo acquired CIT's construction unit.[36]2007: Wells Fargo acquired Placer Sierra Bank.2007: Wells Fargo acquired Greater Bay Bancorp, which had US$7.4 billion in assets, in a US$1.5 billion transaction.[37][38]2008: Wells Fargo acquired United Bancorporation of Wyoming.[39]2008: Wells Fargo acquired Century Bancshares of Texas.[40]2008: Wells Fargo acquired Wachovia Corporation.2009: Wells Fargo acquired North Coast Surety Insurance Services.[41]2012: Wells Fargo acquired Merlin Securities.[42][43]2012: Wells Fargo acquired stake in The Rock Creek Group LP.2019: CEO Tim Sloan resigns causing stock to jump and leaves General Counsel Allen Parker as Interim CEOWachovia acquisition[edit]A former Wachovia branch converted to Wells Fargo in the fall of 2011 in Durham, North CarolinaOn October 3, 2008, Wachovia agreed to be bought by Wells Fargo for about US$14.8 billion in an all-stock transaction. This news came four days after the USFederal Deposit Insurance Corporation (FDIC) made moves to have Citigroup buy Wachovia for US$2.1 billion. Citigroup protested Wachovia's agreement to sell itself to Wells Fargo and threatened legal action over the matter. However, the deal with Wells Fargo overwhelmingly won shareholder approval since it valued Wachovia at about seven times what Citigroup offered. To further ensure shareholder approval, Wachovia issued Wells Fargo preferred stock that holds 39.9% of the voting power in the company.[44]On October 4, 2008, a New York state judge issued a temporary injunction blocking the transaction from going forward while the situation was sorted out.[45]Citigroup alleged that they had an exclusivity agreement with Wachovia that barred Wachovia from negotiating with other potential buyers. The injunction was overturned late in the evening on October 5, 2008, by New York state appeals court.[46]Citigroup and Wells Fargo then entered into negotiations brokered by the FDIC to reach an amicable solution to the impasse. Those negotiations failed. Sources say that Citigroup was unwilling to take on more risk than the US$42 billion that would have been the cap under the previous FDIC-backed deal (with the FDIC incurring all losses over US$42 billion). Citigroup did not block the merger, but indicated they would seek damages of US$60 billion for breach of an alleged exclusivity agreement with Wachovia.[47]Investment by US Treasury Department during 2008 financial crisis[edit]On October 28, 2008, Wells Fargo was the recipient of US$25 billion of Emergency Economic Stabilization Act funds in the form of a preferred stock purchase by the US Treasury Department.[48][49]Tests by the US Federal Government revealed that Wells Fargo needed an additional US$13.7 billion in order to remain well capitalized if the economy were to deteriorate further under stress test scenarios. On May 11, 2009, Wells Fargo announced an additional stock offering which was completed on May 13, 2009, raising US$8.6 billion in capital. The remaining US$4.9 billion in capital was planned to be raised through earnings. On Dec. 23, 2009, Wells Fargo redeemed the US$25 billion of preferred stock issued to the US Treasury. As part of the redemption of the preferred stock, Wells Fargo also paid accrued dividends of US$131.9 million, bringing the total dividends paid to US$1.441 billion since the preferred stock was issued in October 2008.[50]History of Wells Fargo Securities[edit]Wells Fargo Securities was established in 2009 to house Wells Fargo's capital markets group which it obtained during the Wachovia acquisition. Prior to that point, Wells Fargo had little to no participation in investment banking activities, though Wachovia had a well established investment banking practice which it operated under the Wachovia Securities banner.Wachovia's institutional capital markets and investment banking business arose from the merger of Wachovia and First Union. First Union had bought Bowles Hollowell Connor & Co. on April 30, 1998 adding to its merger and acquisition, high yield, leveraged finance, equity underwriting, private placement, loan syndication, risk management, and public financecapabilities.[51]Legacy components of Wells Fargo Securities include Wachovia Securities, Bowles Hollowell Connor & Co., Barrington Associates, Halsey, Stuart & Co., Leopold Cahn & Co., Bache & Co.. Prudential Securities, A.G. Edwards, Inc. and the investment banking arm of Citadel LLC.[52]Duke Energy Center in Charlotte, North Carolina home of Wells Fargo Securities[53]Environmental record[edit]In 2009, Wells Fargo ranked #1 among banks and insurance companies, and #13 overall, inNewsweek Magazine's inaugural "Green Rankings" of the country's 500 largest companies.[54]In 2013, the company was recognized by the EPA Center for Corporate Climate Leadership as a Climate Leadership Award winner, in the category "Excellence in Greenhouse Gas Management (Goal Setting Certificate)"; this recognition was for the company's aim to reduce its absolute greenhouse gas emissions from its US operations by 35% by 2020 versus 2008 levels.[55]As of 2013, Wells Fargo had provided more than US$6 billion in financing for environmentally beneficial business opportunities, including supporting 185 commercial-scale solar photovoltaic projects and 27 utility-scale wind projects nationwide.[56][better source needed]Wells Fargo has launched what it believes to be the first blog among its industry peers to report on its environmental stewardship and to solicit feedback and ideas from its stakeholders.[57][58]We want to be as open and clear as possible about our environmental efforts – both our accomplishments and challenges – and share our experiences, ideas and thoughts as we work to integrate environmental responsibility into everything we do," said Mary Wenzel, director of Environmental Affairs. "We also want to hear and learn from our customers. By working together, we can do even more to protect and preserve natural resources for future generations.—Mary Wenzel, director of Environmental Affairs, Wells Fargo, 2010 press releaseOperations and services[edit]Map of Wells Fargo branches in August 2015Wells Fargo delineates three different business segments when reporting results:Community Banking; Wholesale Banking; and Wealth, Brokerage and Retirement.Community banking[edit]The Community Banking segment includes Regional Banking, Diversified Products, and Consumer Deposits groups, as well as Wells Fargo Customer Connection (formerly Wells Fargo Phone Bank, Wachovia Direct Access, the National Business Banking Center, and Credit Card Customer Service). Wells Fargo also has around 2,000 stand-alone mortgage branches throughout the country.[59]There are mini-branches located inside of other buildings, which are almost exclusively grocery stores, that usually contain ATMs, basicteller services, and, space permitting, an office for private meetings with customers.[60]In March 2017, Wells Fargo announced a plan to offer smartphone-based transactions with mobile wallets including Wells Fargo Wallet, Android Pay and Samsung Pay.[61]Consumer lending[edit]As of Q3 2011, Wells Fargo Home Mortgage was the largest retail mortgage lender in the United States, originating one out of every four home loans.[62]Wells Fargo services US$1.8 trillion in home mortgages, the second largest servicing portfolio in the US[63]It was reported in 2012 Wells Fargo reached 30% market share for US mortgages, however, the then-CEO John Stumpf had said the numbers were misleading because about half of that share represented the aggregation of smaller loans that were then sold on in the secondary market. In 2013, its share was closer to 22%; of which eight percentage points was aggregation.[64]Wells Fargo private student loans[edit]Wells Fargo private student loans are available to students to pay for college expenses, such as tuition, books, computers, or housing.[65]Loans are available for undergraduate, career and community colleges, graduate school, law school and medical school. Wells Fargo also provides private student loan consolidation and student loans for parents.[citation needed]Equipment lending[edit]Wells Fargo has various divisions that finance and lease equipment to different types of companies.[66][citation needed]One venture is Wells Fargo Rail, which in 2015 agreed to the purchase of GE Capital Rail Services and merged in with First Union Rail.[67]In late 2015, it was announced that Wells Fargo would buy three GE units focused on business loans equipment financing.[68]Wealth and Investment Management[edit]Wells Fargo Advisors headquarters in St. Louis, MissouriWells Fargo offers investment products through its subsidiaries, Wells Fargo Investments, LLC and Wells Fargo Advisors, LLC, as well as through national broker/dealer firms. The company also serves high-net-worth individuals through its private bank and family wealthgroup.The logo for Wells Fargo AdvisorsWells Fargo Advisors is the brokerage subsidiary of Wells Fargo, located in St. Louis, Missouri. It is the third largest brokerage firm in the United States as of the third quarter of 2010 with US$1.1 trillion retail client assets under management.[7]Wells Fargo Advisors was known as Wachovia Securities until May 1, 2009, when it legally changed names following the Wells Fargo's acquisition of Wachovia Corporation.In September 2018, Wells Fargo announced to cut 26,450 jobs by 2020 to reduce costs by US$4 billion.[69]Wells Fargo Asset Management[edit]Wells Fargo Funds Management, LLCTypeSubsidiaryIndustryMutual fundsHeadquartersKansas City, MissouriArea servedWorldwideWebsitewellsfargofunds.comWells Fargo Asset Management (WFAM) is the trade name for the mutual funddivision of Wells Fargo & Co. Mutual funds are offered under the Wells Fargo Advantage Funds brand name.Wells Fargo Securities[edit]Wells Fargo Securities, LLCTypeSubsidiaryIndustryInvestment BankingHeadquartersCharlotte, North CarolinaArea servedWorldwideWebsitewww.wellsfargo.com/com/securities/The Seagram Building: Home of Wells Fargo Securities' New York offices and trading floorsWells Fargo Securities (WFS) is the investment banking division of Wells Fargo & Co. The size and financial performance of this group is not disclosed publicly, but analysts believe the investment banking group houses approximately 4,500 employees and generates between US$3 and US$4 billion per year in investment banking revenue. By comparison, two of Wells Fargo's largest competitors, Bank of America and J.P. Morgan Chasegenerated approximately US$5.5 billion and US$6 billion respectively in 2011 (not including sales and trading revenue).[70]WFS headquarters are in Charlotte, North Carolina, with other US offices in New York, Minneapolis, Boston, Houston, San Francisco, and Los Angeles, with international offices in London, Hong Kong, Singapore, and Tokyo.Cross-selling[edit]A key part of Wells Fargo's business strategy is cross-selling, the practice of encouraging existing customers to buy additional banking products.[71]Customers inquiring about their checking account balance may be pitched mortgage deals and mortgage holders may be pitched credit card offers in an attempt to increase the customer's profitability to the bank.[72][73]Other banks have attempted to emulate Wells Fargo's cross-selling practices (described byThe Wall Street Journal as a hard sell technique);[72]Forbes magazine describes Wells Fargo as "better than anyone" at the practice.[73]International operations[edit]Wells Fargo has banking services throughout the world, with offices in Hong Kong, London, Dubai, Singapore, Tokyo,Toronto.[74][75]They operate back-offices in India and the Philippines with more than 3,000 staff.[76]Charter[edit]Wells Fargo operates under Charter #1, the first national bank charter issued in the United States. This charter was issued to First National Bank of Philadelphia on June 20, 1863, by the Office of the Comptroller of the Currency.[77]Traditionally, acquiring banks assume the earliest issued charter number. Thus, the first charter passed from First National Bank of Philadelphia to Wells Fargo through its 2008 acquisition of Wachovia, which had inherited it through one of its many acquisitions.Lawsuits, fines and controversies[edit]A Wells Fargo branch in Logan, Utah1981 MAPS Wells Fargo embezzlement scandal[edit]In 1981, it was discovered that a Wells Fargo assistant operations officer, Lloyd Benjamin "Ben" Lewis, had perpetrated one of the largest embezzlements in history, through its Beverly Drive branch. During 1978 - 1981, Lewis had successfully written phony debit and credit receipts to benefit boxing promoters Harold J. Smith (né Ross Eugene Fields) and Sam "Sammie" Marshall, chairman and president, respectively, of Muhammed Ali Professional Sports, Inc. (MAPS), of which Lewis was also listed as a director; Marshall, too, was a former employee of the same Wells Fargo branch as Lewis. In excess of US$300,000 was paid to Lewis, who pled guilty to embezzlement andconspiracy charges in 1981, and testified against his co-conspirators for a reduced five-year sentence.[78](Boxer Muhammed Ali had received a fee for the use of his name, and had no other involvement with the organization.[79])Higher costs charged to African-American and Hispanic borrowers[edit]Illinois Attorney General Lisa Madigan filed suit against Wells Fargo on July 31, 2009, alleging that the bank steers African Americans and Hispanics into high-cost subprime loans. A Wells Fargo spokesman responded that "The policies, systems, and controls we have in place – including in Illinois – ensure race is not a factor..."[80]An affidavit filed in the case stated that loan officers had referred to black mortgage-seekers as "mud people," and the subprime loans as "ghetto loans."[81]According to Beth Jacobson, a loan officer at Wells Fargo interviewed for a report in The New York Times, "We just went right after them. Wells Fargo mortgage had an emerging-markets unit that specifically targeted black churches, because it figured church leaders had a lot of influence and could convince congregants to take out subprime loans." The report goes on to present data from the city of Baltimore, where "more than half the properties subject to foreclosure on a Wells Fargo loan from 2005 to 2008 now stand vacant. And 71 percent of those are in predominantly black neighborhoods."[82]Wells Fargo agreed to pay US$125 million to subprime borrowers and US$50 million in direct down payment assistance in certain areas, for a total of US$175 million.[83][84]Failure to monitor suspected money laundering[edit]In a March 2010 agreement with US federal prosecutors, Wells Fargo acknowledged that between 2004 and 2007 Wachoviahad failed to monitor and report suspected money laundering by narcotics traffickers, including the cash used to buy four planes that shipped a total of 22 tons of cocaine into Mexico.[85]Overdraft fees[edit]In August 2010, Wells Fargo was fined by US District Court judge William Alsup for overdraft practices designed to "gouge" consumers and "profiteer" at their expense, and for misleading consumers about how the bank processed transactions and assessed overdraft fees.[86][87][88]Settlement and fines regarding mortgage servicing practices[edit]On February 9, 2012, it was announced that the five largest mortgage servicers (Ally Financial, Bank of America, Citi,JPMorgan Chase, and Wells Fargo) agreed to a settlement with the US Federal Government and 49 states.[89]The settlement, known as the National Mortgage Settlement (NMS), required the servicers to provide about US$26 billion in relief to distressed homeowners and in direct payments to the federal and state governments. This settlement amount makes the NMS the second largest civil settlement in US history, only trailing the Tobacco Master Settlement Agreement.[90]The five banks were also required to comply with 305 new mortgage servicing standards. Oklahoma held out and agreed to settle with the banks separately.On April 5, 2012, a federal judge ordered Wells Fargo to pay US$3.1 million in punitive damages over a single loan, one of the largest fines for a bank ever for mortgaging service misconduct.[91]Elizabeth Magner, a federal bankruptcy judge in the Eastern District of Louisiana, cited the bank's behavior as "highly reprehensible",[92]stating that Wells Fargo has taken advantage of borrowers who rely on the bank's accurate calculations. She went on to add, "perhaps more disturbing is Wells Fargo's refusal to voluntarily correct its errors. It prefers to rely on the ignorance of borrowers or their inability to fund a challenge to its demands, rather than voluntarily relinquish gains obtained through improper accounting methods."[93]SEC fine due to inadequate risk disclosures[edit]On August 14, 2012, Wells Fargo agreed to pay around US$6.5 million to settle US Securities and Exchange Commission(SEC) charges that in 2007 it sold risky mortgage-backed securities without fully realizing their dangers.[94][95]Lawsuit by FHA over loan underwriting[edit]On October 9, 2012, the US Federal Government sued the bank under the False Claims Act at the federal court inManhattan, New York. The suit alleges that Wells Fargo defrauded the US Federal Housing Administration (FHA) over the past ten years, underwriting over 100,000 FHA backed loans when over half did not qualify for the program. This suit is the third allegation levied against Wells Fargo in 2012.[96]In October 2012, Wells Fargo was sued by United States Attorney Preet Bharara over questionable mortgage deals.[97]Lawsuit due to premium inflation on forced place insurance[edit]In April 2013, Wells Fargo settled a suit with 24,000 Florida homeowners alongside insurer QBE, in which Wells Fargo was accused of inflating premiums on forced-place insurance.[98]Lawsuit regarding excessive overdraft fees[edit]In May 2013, Wells Fargo paid US$203 million to settle class-action litigation accusing the bank of imposing excessiveoverdraft fees on checking-account customers. Also in May, the New York attorney-general, Eric Schneiderman, announced a lawsuit against Wells Fargo over alleged violations of the national mortgage settlement, a US$25 billion deal struck between 49 state attorneys and the five-largest mortgage servicers in the US. Schneidermann claimed Wells Fargo had violated rules over giving fair and timely serving.[64]2015 Violation of New York credit card laws[edit]In February 2015, Wells Fargo agreed to pay US$4 million for violations where an affiliate took interest in the homes of borrowers in exchange for opening credit card accounts for the homeowners. This is illegal according to New York credit card laws. There was a US$2 million penalty with the other US$2 million going towards restitution to customers.[99]Executive compensation[edit]With CEO John Stumpf being paid 473 times more than the median employee, Wells Fargo ranks number 33 among the S&P 500 companies for CEO—employee pay inequality. In October 2014, a Wells Fargo employee earning US$15 per hour emailed the CEO—copying 200,000 other employees—asking that all employees be given a US$10,000 per year raise taken from a portion of annual corporate profits to address wage stagnation and income inequality. After being contacted by the media, Wells Fargo responded that all employees receive "market competitive" pay and benefits significantly above US federal minimums.[100][101]Tax avoidance and lobbying[edit]In December 2011, the non-partisan organization Public Campaign criticized Wells Fargo for spending US$11 million onlobbying and not paying any taxes during 2008–2010, instead getting US$681 million in tax rebates, despite making a profit of US$49 billion, laying off 6,385 workers since 2008, and increasing executive pay by 180% to US$49.8 million in 2010 for its top five executives.[102]As of 2014 however, at an effective tax rate of 31.2% of its income, Wells Fargo is the fourth-largest payer of corporation tax in the US.[103]Prison industry investment[edit]Main article: Prison–industrial complexThe GEO Group, Inc., a multi-national provider of for-profit private prisons, received investments made by Wells Fargo mutual funds on behalf of clients, not investments made by Wells Fargo and Company, according to company statements.[104]By March 2012, its stake had grown to more than 4.4 million shares worth US$86.7 million.[105]As of November, 2012, the latest SEC filings reveal that Wells Fargo has divested 33% of its dispositive holdings of GEO's stock, which reduces Wells Fargo's holdings to 4.98% of Geo Group's common stock. By reducing its holdings to less than 5%, Wells Fargo will no longer be required to disclose some financial dealings with GEO.[106]While a coalition of organizations, National People's Action Campaign, have seen some success in pressuring Wells Fargo to divest from private prison companies like GEO Group, the company continues to make such investments.[107]SEC settlement for insider trading case[edit]In 2015, an analyst at Wells Fargo settled an insider trading case with the US Securities and Exchange Commission (SEC). The former employee was charged with insider trading alongside an ex-Wells Fargo trader.[108]Sadis & Goldberg obtained a settlement that permitted the client to continue in securities industry, while neither admitting nor denying one charge of negligence-based § 17(a)(3) claim, and paying a US$75,000 civil penalty[109]Wells Fargo account fraud scandal[edit]Main article: Wells Fargo account fraud scandalIn September 2016, Wells Fargo was issued a combined total of US$185 million in fines for creating over 1.5 million checking and savings accounts and 500,000 credit cards that its customers never authorized. The US Consumer Financial Protection Bureau issued US$100 million in fines, the largest in the agency's five-year history, along with US$50 million in fines from the City and County of Los Angeles, and US$35 million in fines from the Office of Comptroller of the Currency.[110]The scandal was caused by an incentive-compensation program for employees to create new accounts. It led to the firing of nearly 5,300 employees and US$5 million being set aside for customer refunds on fees for accounts the customers never wanted.[111]Carrie Tolstedt, who headed the department, retired in July 2016 and received US$124.6 million in stock, options, and restricted Wells Fargo shares as a retirement package.[112][113]On October 12, 2016, John Stumpf, the then Chairman and CEO, announced that he would be retiring amidst the controversies involving his company. It was announced by Wells Fargo that President and Chief Operating Officer Timothy J. Sloan would succeed, effective immediately. Following the scandal, applications for credit cards and checking accounts at the bank plummeted.[114]In response to the event, the Better Business Bureau dropped accreditation of the bank,[115]S&P Global Ratings lowered its outlook for Wells Fargo from stable to negative,[116]and several states and cities across the US ended business relations with the company.[117]An investigation by the Wells Fargo board of directors, the report of which was released in April 2017, primarily blamed Stumpf, whom it said had not responded to evidence of wrongdoing in the consumer services division, and Tolstedt, who was said to have knowingly set impossible sales goals and refused to respond when subordinates disagreed with them.[118]The board chose to use a clawback clause in the retirement contracts of Stumpf and Tolstedt to recover US$75 million worth of cash and stock from the former executives.[118]Racketeering lawsuit for mortgage appraisal overcharges[edit]In November 2016, Wells Fargo agreed to pay US$50 million to settle a racketeering lawsuit in which the bank was accused of overcharging hundreds of thousands of homeowners for appraisals ordered after they defaulted on their mortgage loans. While banks are allowed to charge homeowners for such appraisals, Wells Fargo frequently charged homeowners US$95 to US$125 on appraisals for which the bank had been charged US$50 or less. The plaintiffs had sought triple damages under the U S Racketeer Influenced and Corrupt Organizations Act on grounds that sending invoices and statements with fraudulently concealed fees constituted mail and wire fraud sufficient to allege racketeering.[119]Dakota Access Pipeline investment[edit]Wells Fargo is a lender on the Dakota Access Pipeline, a 1,172-mile-long (1,886 km) underground oil pipeline transportsystem in North Dakota. The pipeline has been controversial regarding its potential impact on the environment.[120]In February 2017, Seattle, Washington's city council unanimously voted to not renew its contract with Wells Fargo "in a move that cites the bank's role as a lender to the Dakota Access Pipeline project as well as its "creation of millions of bogus accounts." and saying the bidding process for its next banking partner will involve "social responsibility." The City Council ofDavis, California, took a similar action voting unanimously to find a new bank to handle its accounts by the end of 2017.[121]Failure to comply with document security requirements[edit]In December 2016, the Financial Industry Regulatory Authority fined Wells Fargo US$5.5 million for failing to store electronic documents in a "write once, read many" format, which makes it impossible to alter or destroy records after they are written.[122]Connections to the gun industry and NRA[edit]Wells Fargo is the top banker for US gun makers and the National Rifle Association (NRA). From December 2012 through February 2018 it reportedly helped two of the biggest firearms and ammunition companies obtain US$431.1 million in loans and bonds. It also created a US$28-million line of credit for the NRA and operates the organization's primary accounts.[123]In a March 2018 statement Wells Fargo said, "Any solutions on how to address this epidemic will be complicated. This is why our company believes the best way to make progress on these issues is through the political and legislative process. ... We plan to engage our customers that legally manufacture firearms and other stakeholders on what we can do together to promote better gun safety for our communities."[123]Wells Fargo's CEO subsequently said that the bank would provide its gun clients with feedback from employees and investors.[124]Discrimination against female workers[edit]Further information: Glass ceilingIn June 2018, about a dozen female Wells Fargo executives from the wealth management division met in Scottsdale, Arizona to discuss the minimal presence of women occupying senior roles within the company. The meeting, dubbed "the meeting of 12", represented the majority of the regional managing directors, of which 12 out of 45 are women.[125]Wells Fargo had previously been investigating reports of gender bias in the division in the months leading up to the meeting.[126]The women reported that they had been turned down for top jobs despite their qualifications, and instead the roles were occupied by men.[126]There were also complaints against company president Jay Welker, who is also the head of the Wells Fargo wealth management division, due to his sexist statements regarding female employees. The female workers claimed that he called them "girls" and said that they "should be at home taking care of their children."[126]Auto insurance[edit]On June 10, 2019, Wells Fargo settled a lawsuit for $ 385 million that was filed in 2017 concerning their customers andNational General Insurance.[127]CEO-to-worker pay ratio[edit]Pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, publicly traded companies are required to disclose (1) the median total annual compensation of all employees other than the CEO and (2) the ratio of the CEO’s annual total compensation to that of the median employee.[128]Total 2018 compensation for Timothy J. Sloan, CEO, was $18,426,734, and total compensation for the median employee was estimated to be $65,191. The resulting pay ratio was determined to be 283:1.[129]See also[edit]San Francisco Bay Area portalCompanies portalBanks portalList of Wells Fargo directorsList of Wells Fargo presidentsWells Fargo ArenaWells Fargo Center