So why would Warren Friend and John Westerfield, and apparently others within Morgan Stanley collaborate on something so heinous, revulsive and patently illegal? 

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, there have been some very powerful motivating factors:

• 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 mobbing and career assassination.  Questions might then be raised to discern how pervasive such behavior was in the firm.

Upon information and belief, Mr. Young contends his experience is NOT unique.

• Job Security – When Mr. Young was the Chief Operating Officer of JPMorgan's conduit, he competed directly against Warren Friend for client mandates – 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 prior background on Wall Street was in residential mortgages only, 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, 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 otherwise compelled to participate in the invidious workplace mobbing agenda of 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 it exposed the obvious dysfunction under Mr. Westerfield's purview, and set into motion Russ Rahbany's forced transfer out of the country, with whom Mr. Westerfield had an "unnatural" relationship. 

On March 21, 2001, Mr. Young sent Mr. Westerfield an email that candidly addressed the situation: “. . . 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 Credit Source 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 separately expressed our concerns over working for 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 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.”

Mr. Westerfield rebuffed Mr. Young’s good faith overture with no response.