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42 H amish Hume is a partner with Washington, D.C.-based firm Boies, Schiller & Flexner. He is an experienced trial and appellate litigator who has argued, tried, and won important cases in courts throughout the country. He has substantial expertise in constitutional law and tax law, but has also successfully litigated cases in a broad array of other areas, including antitrust, bankruptcy, the Administrative Procedure Act, foreign sovereign immunity, intellectual property, and general commercial disputes. Last week, Hume argued in the U.S. Court of Appeals for the District of Columbia Circuit on behalf of a class of preferred and common shareholders of both Fannie Mae and Freddie Mac in the ongoing legal battle challenging the August 2012 action by the U.S. Treasury and the Federal Housing Finance Agency (FHFA) to amend the terms of the bailout and sweep all GSE profits into Treasury, therefore completely nullifying the contractual dividend and liquidation rights of all private shareholders in Fannie Mae and Freddie Mac. is is Hume's third major case involving the 2008 financial crisis—he previously played a critical role in the trial and appeal that secured a $13 billion victory for Barclays in connection with its September 2008 purchase of the Lehman Brothers business, and he also helped develop the legal theories in Starr International's successful challenge to the U.S. Government's takeover of AIG. After the arguments last week, how do things look? It's always difficult and hazardous to predict how a court, particularly a court of appeals, is going to act based on the ques- tions they ask or don't ask during arguments. Sometimes it's a little clearer than other times. I thought this time, in general, it was a little hard to tell which way they are headed on the case— but what is possible to say is that the court of appeals is taking the case very seriously, which we are very grateful for. ey gave us almost three hours of argument. at's very unusual in the court of appeals. ey are obviously working very hard on the case. ey recognize its impor- tance. at alone is something we're very grate- ful for. We think that the more the court studies the case and looks at what really happened, looks at all the legal arguments, and looks at the decision below and at what we say about the decision below, the more likely it is that we're going to win. I take it as a very, very good sign for the class of plaintiffs I represent that the court is spending this much time on it. at is especially true because the defendants had no answer to the points I made about the merits of our breach of contract claims, and the flaws in the district court's analysis of those claims. Which shareholders do you represent? I represent a class of shareholders. ere are 10 different class representatives in our class in this case. ey range from individuals who bought relatively small amounts to institutions that bought relatively modest amounts of either preferred or common stock. We represent the class of Fannie Mae preferred shareholders, Fannie Mae common shareholders, Freddie Mac preferred shareholders, and Freddie Mac common shareholders. One thing I would note that came up at the end of the argument is we represent all of the shareholders, but some of them purchased stock in 2008 when Fannie and Freddie were issuing new shares of preferred stock to raise capital at a time when it was clear they were under significant pressure and some distress. Our shareholders relied on the terms of their contractual certificates, as did all investors, and what the government did in 2012 is a direct nullification of those contractual terms. You have handled cases relating to the crisis before. How do you believe those COUNSEL'S CORNER Digging Deeper Into the 9th Circuit's Decision on the GSEs "What we're saying is the government isn't allowed to change that original deal so that it takes 100 percent of all dividends equal to the entire net worth of the companies no matter what—which is what the Net Worth Sweep does."

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