Former Wells Fargo Advisors Sue the Company Over Cross-Selling

Two former Wells Fargo advisors are suing the firm for breach of contract, unfair business practices, and retaliation after they say they resisted pressure from their supervisors to secretly transfer sensitive client information from the advisor and brokerage side of the company to the private bank.

The advisors, Karen Keusayan and Richard Green, are also alleging that Wells Fargo improperly withheld deferred compensation after they resigned in 2021 and joined Morgan Stanley , where they are still registered.

In their complaint, filed in Los Angeles County Superior Court, the advisors describe themselves as high-producing employees who were loyal to the company even through the “nightmarish” years of 2015 to 2017, when Wells Fargo’s banking division was “publicly scorned” for the fake account scandal.

“This is not the ‘sour grapes’ case of a disgruntled employee(s) who sought a promotion and did not get one,” the advisors say in their complaint. “Neither Ms. Keusayan nor Mr. Green ever wanted to leave Wells Fargo. The goal for each had always been to retire at Wells Fargo.”

Wells Fargo declined to comment on the lawsuit.

The two advisors joined forces in 2015 to form a “production partnership,” according to the complaint, which says they grew their book of business to more than $1 billion by 2020.

In 2018, Wells Fargo introduced a new element to its advisor compensation plan, according to the complaint. Advisors were expected to complete forms called client discovery reviews, or CDRs, detailing information about advisory clients. The plaintiffs say they were directed by a compliance officer to keep the forms secret from the clients themselves.

Instead, the CDRs were intended for Wells Fargo’s private bank, “not the broker-dealer/financial services side where plaintiffs worked,” according to the complaint.

They contend that advisors were pressured to work with clients to complete CDRs, which would be secretly shared with Wells Fargo private bankers who could use them as sales leads.

Before submitting the forms to count toward a quota that resulted in additional compensation, the advisors had to check three boxes stating that they had discussed the information with the client, that the information was accurate, and that they had offered the client an opportunity to obtain a copy of the document. On that last item, the plaintiffs allege that Wells Fargo essentially instructed the advisors to lie, explaining that the document didn’t belong to the advisors, but the bank, even though the information came from their own clients.

“[H]igh-ranking compliance personnel at Wells Fargo Advisors repeatedly told plaintiffs to never deliver or present the CDR to the client since, as it was explained by compliance, the CDR was a bank document,” the complaint states. “Worse, plaintiffs were told not to inform the client that a CDR had been prepared.”

The plaintiffs say that these “dishonest instructions” put them in an “impossible position” and that they soon began raising concerns with their superiors. But each time they spoke out, they were told by their supervisors to continue submitting the forms as a requisite part of the company’s compensation plan.

The complaint describes the advisors’ growing unease with being pressured to falsify the CDR submission document, as well as concerns over the personal privacy of their clients, whose information was allegedly being shared internally without their knowledge or permission.

The advisors say that their bosses undertook a retaliatory campaign against them for continuing to raise objections to the CDR program, “including by failing to provide the banking support that plaintiffs and their clients had come to expect as a benefit of being associated with a large, full-service, retail bank,” according to the complaint.

They also say that the advisors felt their jobs were at risk, offering examples of a hostile or coercive work environment. “Mr. Green was berated by a yelling supervisor in front of fellow employees, and Ms. Keusayan was informed that the bank would not issue a routine credit card to her sister (a customer) if a CDR was not on file,” according to the complaint.

The advisors say the deteriorating work environment ultimately led them to resign around July 2021, after which they were informed that they were ineligible for large sums of deferred compensation—$662,000 for Keusayan and nearly $814,000 for Green.

The advisors are seeking to recoup the deferred comp they say they are owed, and are asking the court for additional damages, as well as an injunction barring Wells Fargo from engaging in the conduct alleged in the complaint, among other relief.

Developer efforts to convert emptying office towers into residential buildings have largely gone nowhere. That may be finally changing.

The prospect of transforming unused office space into much-needed housing seemed a logical way to resolve both issues. But few conversions moved forward because the cost of acquiring even an aging office building remained too high for the economics to pencil out.

Now that office vacancy has reached record levels, sellers are willing to take what they can. That has caused values to plunge for nothing-special buildings in second-rate locations, making the numbers on many of those properties now viable for conversions.

Seventy-three U.S. conversion projects have been completed this year, slightly up from 63 in 2023, according to real-estate services firm CBRE Group. But another 309 projects are planned or under way with about three-quarters of them office to residential. In all, about 38,000 units are in the works, CBRE said.

“The pipeline keeps replenishing itself,” said Julie Whelan , CBRE’s senior vice president of research.

In the first six months of this year, half of the $1.12 billion in Manhattan office-building purchases were by developers planning conversion projects, according to Ariel Property Advisors.

While New York, Chicago and Washington, D.C., are leading the way, conversions also are popping up in Cincinnati, Phoenix, Houston and Dallas. A venture of General Motors and Bedrock announced Monday a sweeping redevelopment of Detroit’s famed Renaissance Center that includes converting one of its office buildings into apartments and a hotel.

In Cleveland, 12% of its total office inventory is either undergoing conversions or is planned for conversion. Many projects there are clustered around the city’s 10-acre Public Square. The former transit hub went through a $50 million upgrade about 10 years ago, adding fountains, an amphitheater and green paths.

“You end up with so much space that you paid so little for, that you can create amenities that you would never build if you were doing new construction,” said Daniel Neidich, chief executive of Dune Real Estate Partners, a private-equity firm that has teamed up with developer TF Cornerstone to invest $1 billion on about 20 conversion projects throughout the U.S. in the next three years.

Conversions won’t solve the office crisis, or make much of a dent in the U.S. housing shortage . And many obsolete office buildings don’t work as conversion projects because their floors are too big or due to other design issues. The 71 million square feet of conversions that are planned or under way only account for 1.7% of U.S. office inventory, CBRE said.

But city planners believe that conversions will play an important part in revitalising depressed business districts, which have been hollowed out by weak return-to-office rates in many places.

And developers are starting to find ways around longstanding obstacles in larger buildings. A venture led by GFP Real Estate is installing two light wells in a Manhattan office-conversion project at 25 Water St. to ensure that all the apartments will get sufficient light and air.

Cities such as Chicago, Washington, D.C., and Calgary, Alberta, have started to roll out new subsidies, tax breaks and other incentives to boost conversions.

The projects are breathing new life into iconic properties that no longer work as office buildings. The Flatiron Building in New York will be redeveloped into condominiums. In Cincinnati, the owner of the Union Central Life Insurance Building is converting it into more than 280 units of housing with a rooftop pool, health club and commercial space.

In the first couple of years of the pandemic, office building owners were able to hold on to their properties because of government assistance and because tenants continued to pay rent under long-term leases.

As leases matured and demand remained anaemic, landlords began to capitulate and dump buildings at enormous discounts to peak values. In Washington, D.C., for example, Post Brothers last year paid about $66 million for 2100 M Street, which had sold for as much as $150 million in 2007.

Washington, D.C., has been particularly hard hit by the office downturn because the federal government has been especially permissive in allowing employees to work from home .

“We’re able to make it work as a conversion because it was no longer priced as though it could be repositioned as office,” said Matt Pestronk , Post’s president and co-founder.

Increasingly, more deals are taking place behind the scenes as converters reach deals with creditors to buy debt on troubled office buildings and then push out the owners. GFP Real Estate reduced costs of its $240 million conversion of 25 Water Street by buying the debt at a discount and cutting deals with tenants to exit the building before their leases matured.

One of the first projects planned by the venture of Dune and TF Cornerstone likely will be the Wanamaker Building in Philadelphia. TF Cornerstone just purchased the debt on the office space in the building and is in the process of taking title.

“The banks are foreclosing and doing short sales,” said Neidich, Dune’s CEO. “There’s a ton of it going on.”

In Washington, D.C., a conversion of the old Peace Corps headquarters building near Dupont Circle is 70% leased just four months after opening, said developer Gary Cohen . Rents are higher than expected.

“If that’s the way to get people downtown, that’s what we have to do,” Cohen said.

Not all developers agree that the economics of conversions work, even at today’s low prices. Miki Naftali , who has converted more than five New York properties over the years, said he has been very actively looking at conversion candidates but hasn’t yet found a deal that works financially.

One of the issues facing converters is that even if an office building is dying, it often has a few existing tenants who would need to be relocated. Some buildings would need atriums to ensure that all the apartments have sufficient light and air.

“When you start to add everything up, if your costs get close to new construction, that’s when you get to the point that it doesn’t make financial sense,” Naftali said.

Some landlords are including clauses in leases that give them the right to evict tenants to make room for a major conversion. Others are keeping a small ownership stake when they sell buildings so that they can learn the conversion process for future buildings.

“The world is looking at these assets in a different way,” said developer William Rudin , whose company decided to learn the conversion process by keeping a stake in 55 Broad Street, a downtown New York office building it sold last year to a converter.

Former Wells Fargo Advisors Sue the Company Over Cross-Selling

Office-to-residential conversions are gaining traction, helping revitalize depressed business districts