SVB Law Chief Takes Spotlight as Regulators Investigate Collapse

Silicon Valley Bank’s collapse places its parent company’s law department leader in the spotlight as regulators probe what went wrong and whether the Wall Street lawyer was a contributing factor in its demise.

Michael Zuckert has been general counsel for SVB Financial Group since the company hired him in 2014 from Citigroup Inc. He previously worked at Morgan Stanley and won plaudits from SVB for aiding its risk management efforts while earning nearly $2.7 million in total compensation last year.

While Zuckert and top officers haven’t been accused of wrongdoing, US authorities are examining the bank’s failure for any misconduct, including whether executive stock sales violated trading rules, Bloomberg News reported, citing a person familiar with the matter. SVB’s lack of a full-time chief risk officer for much of last year is also being examined by the Federal Reserve, Bloomberg reported, citing two people familiar.

Regulators will scrutinize the actions of Zuckert and other senior SVB executives, said Eric Talley, a professor specializing in corporate governance and finance at Columbia Law School. While the Federal Deposit Insurance Corporation has rescued SVB’s depositors, its shareholders and management have been wiped out, he said.

“The FDIC is playing by their regular playbook for bank resolution in a way that tries to avoid or at least minimize the risk of moral hazard,” Talley said.

SVB and Zuckert, 64, didn’t respond to requests for comment.

Zuckert and SVB management haven’t been running the company since it was placed into receivership March 10 under the FDIC, said Carroll Kim, a spokeswoman for the US banking regulator. She declined to discuss whether the FDIC has retained its own legal advisers.

Talley said the FDIC’s decision to remove Zuckert was in part helped by its appointment of Timothy Mayopoulos to be CEO of SVB’s bridge bank.

Mayopoulos is a former CEO of Fannie Mae and former general counsel at Bank of America Corp. He lost his legal chief job at Bank of America during the 2008 financial crisis.

The company disclosed in a March 13 securities filing that Sullivan & Cromwell, Centerview Partners, and Alvarez & Marsal are serving as its legal, financial, and restructuring advisers, respectively, as SVB seeks a buyer.

Zuckert’s Role

At SVB, Zuckert was responsible for all legal and government affairs matters, according to the company’s March 3 proxy statement. SVB credited Zuckert in its proxy for the “effective management of matters involving potential legal exposure” and the “driving of risk management through the legal function.”

He collected almost $1.4 million in stock and options awards last year and an additional $1.3 million in cash that included his base salary of roughly $665,000.

Zuckert’s overall pay package in 2022 was down almost 10% from the $2.9 million that he received the previous year.

He began his career as a corporate associate at Willkie Farr & Gallagher in New York before moving to Morgan Stanley, where Zuckert held a variety of in-house legal roles covering investment banking and principal lending. He also served for a time as chief operating officer for a Morgan Stanley-run private equity fund.

Zuckert briefly left Morgan Stanley during the height of the dot-com bubble in 1999 to spend a little over a year as general counsel for TheStreet.com Inc., an online financial news provider, before returning to the bank.

He worked at Citigroup for a dozen years, including five as a deputy general counsel. He also spent time as general counsel for Citi Holdings, the bank’s non-core assets business. Zuckert helped the financial services giant navigate the 2008 financial crisis.

SVB Jobs

In the days before its demise, SVB posted a job opening seeking a New York- or Bay Area-based general counsel for SVB Private, the company’s private banking, lending, and wealth management arm.

Under New York’s new pay transparency law, SVB disclosed that the base pay for the position reporting to Zuckert was between $325,000 and about $488,000.

Colleen Graham, who was the top lawyer for SVB Private and also held the additional executive leadership role of chief supervisory officer, left in February, according to her LinkedIn profile. She didn’t respond to a comment request.

Graham joined SVB in 2021 through its $900 million acquisition of Boston Private Financial Holdings Inc., where she had been general counsel. Sullivan & Cromwell advised SVB on that deal.

Graham previously spent years on Wall Street and was an executive at Credit Suisse AG, where she once accused the Swiss banking giant of retaliating against her after she blew the whistle on a now-defunct joint venture.

Robert Kraus, a lawyer for Graham in that dispute, which went to arbitration, didn’t respond to a request for comment about its status.

SVB Private, the company’s smallest unit by revenue, is now one of several SVB businesses set to be auctioned off to raise money to repay its depositors.