The Motives Behind Morgan Stanley's Actions   So why would Warren Friend and John Westerfield, together with the assistance of Tony Tufariello and others within Morgan Stanley collaborate on something so heinous? Consistent with solving a murder mystery, an understanding of the underlying motives of the principal suspects can be especially revealing.  In the matter at hand, the powerful motivating factors of: (1) Reputational Risk; (2) Job (In)Security; (3) Protection of Franchise; (4) Personal Greed; and (5) Revenge . . . . . . each of which are described more fully below.

Reputational Risk – In the event Project Atlas were launched unfettered, the current and former heads of real estate lending and related capital markets activities at many of the  insurance company clients instrumental to the establishment of the IQ® brand would be working for Mr. Young, and would willingly corroborate his NASD Claim. Therefore, the fraud perpetrated by Friend and Westerfield would be obvious, and the implications likely dire for them personally, as well as others within the organization who supported their canard of workplace mobbing and career assassination.  Questions might also be raised concerning how pervasive such behavior was practiced throughout the firm -- based on first hand knowledge, Mr. Young contends his experience is NOT unique.

Job (In)Security – When Mr. Young was the Chief Operating Officer of JPMorgan's conduit, he competed directly against Warren Friend for client business – and Mr. Young NEVER lost.  Among other reasons, Mr. Friend possessed no substantive understanding of commercial real estate, because he's never owned, or managed a commercial property and his ONLY background in mortgages pertained to residential mortgages, which bears no similarity to the Commercial mortgage market and CMBS.  By comparison, Mr. Young has had extensive experience (20 years +) in owning and managing, financing and securitizing commercial real estate, and had built a highly successful CMBS franchise from scratch at JPMorgan.  In addition, relative to Warren Friend, Mr. Young possesses a superior intellect52 and was extremely well-liked by all of his clients, as well as by many people within Morgan Stanley who had no underlying political agenda, or felt otherwise compelled to participate in the invidious workplace mobbing agenda crafted by Warren Friend and John Westerfield. Accordingly, Mr. Young's departure substantially enhanced Mr. Friend's job security, or said another way, mitigated his job insecurity.

Preservation of Franchise – Morgan Stanley's economic motivation is significant, because the IQ® brand yields incremental annuity income that carried an intrinsic shareholder value of $250,000,000, and is now likely well in excess of this amount – perhaps more than twice this value, based on the current Morgan Stanley price/earnings ratio of 13-14 and other business generated for Morgan Stanley’s Fixed Income Group from the new clients brought in from this trademarked franchise and brand. Personal Greed – There is also a powerful motivation to hold the company line (no matter how outlandish the underlying scheme or crime) in order to preserve the compensation levels of Messrs. Friend and Westerfield, as well as other Managing Directors in the Securitized Products Group ("SPG"), whose compensation ranges from $2,000,000 in a “down year” to more than $10,000,000 in an “up year”.

Revenge – John Westerfield vowed to many people in SPG, as well as to Mr. Young that he was intent on "exacting revenge" for Mr. Young transferring out of the Principal Transactions Group.  This is because Mr. Young's request for transfer exposed the pervasive group dysfunction under Mr. Westerfield's purview, as well as Mr. Westerfield's managerial short-comings, and set into motion Russ Rahbany's forced transfer out of the country, with whom Mr. Westerfield was said to have had an "unnatural" relationship.  (Editorial note from Spencer C. Young:  I respect the sexual proclivities of others for it is frankly only their business, however, when a personal relationship, irrespective of its form or substance, unduly interferes with sound decision-making and disrupts business activities, it is an "unnatural" relationship, which has no place in the work environment of others. On March 21, 2001, Mr. Young sent Mr. Westerfield an email candidly addressing the issuen: “. . . your recent actions appear to be those of a manager  scorned because a staff member asked to leave his group.  I have also felt you resented that I retained coverage of the CreditSource Commercial Program, especially since you threatened to take this away from me, if I ever left your group.  I am sorry that things had to work out this way, but frankly, you left me no choice.  As you know, George Kok and I each separately expressed our concerns over working with Russ Rahbany over many months, and you did not accept what we were saying.  As a result, I requested to leave your group and George resigned.” 53 In the same March 21 email, Mr. Young sought an amicable solution, and went on to say: “I think it would be beneficial if you and I had lunch or drinks after work (off-site) so that we can discuss this and other matters intelligently and in a professional manner.” Notwithstanding, Mr. Westerfield rebuffed Mr. Young’s good faith overture with no response.