|By Bo Brustkern, CEO NSR Invest, Crowdfund Beat Gust Post,
I certainly didn’t think I would be reading about Renaud Laplanche’s resignation as CEO of Lending Club while drinking my morning coffee last Monday. Since then, the news hasn’t gotten any better and emotions are… shall we say, running high? Here at NSR Invest we have fielded a large number of calls from anxious investors over the past several days, so in lieu of our traditional monthly newsletter I figure let’s just talk about Lending Club.
But before I weigh in, I need you to keep a couple things in mind. First, this short missive can only scratch the surface of the issues at hand. It is a summary of events as they have been reported, together with a few of my thoughts as of this moment. Second, this is a dynamic situation and facts and perceptions are surely going to change rapidly and continuously for many weeks to come. What I say today may not apply to tomorrow’s situation, to tomorrow’s facts, to tomorrow’s revelations. What’s more, there are always at least two sides to any story, and at this point it feels like we have only one: the alarmist. Or half of one: the alarmist who is still coming up to speed on the story.
To recap, here’s a brief overview of what we understand happened at Lending Club that led to the ousting of Renaud. Note that essentially all of this has already been reported in the media, and we have made no effort to independently verify any of the below “facts,” nor have we received the benefit of hearing the other side(s) of the story.
What we think we know
- Renaud Laplanche, CEO of Lending Club, apparently made an investment in a fund that purchases loans from Lending Club. Doing this creates a conflict of interest, as Lending Club is supposed to remain neutral when it comes to serving its client-investors. If Renaud is invested in one of his clients, can he remain truly neutral?
- Renaud apparently requested that the Board of Directors (BoD) approve an investment by Lending Club in the same fund. This only exacerbates the conflict of interest. What’s more, Renaud apparently did not notify the board that he had already invested in the fund. From the company’s recently filed 10Q we learn that “The Board did not have the information required to review and approve or disapprove investments made by its former CEO… in accordance with Company policies, including the Code of Conduct and Ethics.”
- After years of saying no to securitization, the company began working with a prominent investment bank, Jefferies, to put together loan portfolios that could be securitized and sold, which supported Lending Club’s growth plans. As part of this effort, Jefferies required Lending Club to enhance its disclosures to borrowers, making more prominent a Power of Attorney (PoA) clause. This Lending Club faithfully did. Later, however, a staff engineer was allegedly ordered by a Senior VP to change the origination dates on $3 million worth of loans that were allocated to the Jefferies securitization portfolio, possibly to obfuscate the fact that the loans were not originated in accordance with the new PoA clause; upon investigation, it was discovered that in total $22 million in notes allocated to Jefferies did not meet Jefferies’ requirements. Lending Club later reversed the transactions and allocated the loans to other investors, but the breach of contract — and confidence — was recognized.
- According to the Wall Street Journal, LC’s BoD “was presented with evidence that Mr. Laplanche knew many of the details of the $22 million loan sale and wasn’t upfront with directors about what he knew.” Naturally, this would have caused great discomfort at the board level.
- On Friday, May 6, Renaud was asked by the BoD to resign, and at least three of his lieutenants were summarily dismissed. Scott Sanborn, who had been President of Lending Club, became also Acting CEO while Hans Morris of Nyca Capital assumed the role of Chairman of the Board.
So that’s what we “know” about the situation at Lending Club. To sum it up, it sounds like Renaud made some bad decisions related to conflicts of interest and compliance, and he and/or his lieutenants got caught manipulating data in the loan book. If all of this is true, then my deepest concern is that some members of the LC team chose (and were able) to tamper with the data provided to investors. This is of grave concern to me because our loan selection system at NSR Invest is only as reliable as the data we receive. In other words, if Lending Club were to send us inaccurate data, then our system could very likely make an imprudent judgment about which loans to buy for our clients.
We’ll dig deeper there in a sec, but for the moment let me underscore a very important point: in my opinion, none of these apparent transgressions contradict the basic tenets of the Lending Club model, which is to provide responsibly structured, lower-cost loans to borrowers while providing uncorrelated, higher-yielding investment opportunities to lenders. Nothing here undermines the clear market need for p2p lending. In the words of the inimitable Dara Albright, people are “not going to suddenly start liking banks more than root canals.” While these are sad days indeed for our friends at Lending Club, I perceive no Achilles Heel in the p2p lending industry.
So if the model works, and the credits are good, and the data is reliable, then what we have here is a headline-grabbing corporate governance scandal and conflicts-management problem. With this perspective, we can continue purchasing Lending Club loans with confidence, and we are doing that very thing for ourselves and for our clients.