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"The plane that we flew in on this morning was leased from AIG... Construction downtown, AIG! Life insurance, 81 million policies with a face value of 1.9 trillion! Billions of dollars in teachers' pensions. It's everywhere! You want too big to fail, here it is!"
United States Secretary of Treasury Henry Paulson
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Too Big to Fail wasn't just the infamous phrase we heard a lot during the economic crash of 2008. It is also a 2011 HBO television movie directed by Curtis Hanson that is a dramatization of New York Times reported Andrew Sorkin's account of the events that transpired from July 2008 till October 2008 when the decision to bailout all major banks was made. The dramatization serves as a near 90 minute long How We Got Here from the perspective of US Treasury Secretary Henry "Hank" Paulson and his staff consisting of Neel Kashkari, Michelle Davis and Jim Wilkinson.

The movie also initially follows Lehman Brothers CEO Dick Fuld (James Woods) as he tries and ultimately fails to save his bank. All steps are taken including an attempt to sell the bank piecemeal to several banks. The movie explores the stock market crash of mid September 2008, what role Lehman's failure played in it, and how the impending failure of insurance Mega-Corp AIG pushed the economy over the edge. The movie also explores the ancillary role that the presidential election campaigns played during the crisis. The final part of the movie goes into the rationale behind the controversial Troubled Assets Relief Program aka the bank bailouts.

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The movie had an All-Star Cast playing various bank CEOs, with Bill Pullman playing JP Morgan Chase CEO Jamie Dimon, Tony Shalhoub playing Morgan Stanley CEO John Mack, Mathew Modine playing Merrill Lynch CEO John Thain, Cynthia Nixon playing Treasury Department spokeswoman Michelle Davis and Topher Grace playing Treasury Department Chief of Staff Jim Wilkinson. Longtime character actors William Hurt and Paul Giamatti play Treasury Secretary Paulson and Federal Reserve Chairman Ben Bernanke respectively. Billy Cruddupp played New York Federal Reserve President and future Treasury Secretary Timothy Geithner. Kathy Baker plays Paulson's wife Wendy.


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The movie contains examples of:

  • Ain't Too Proud to Beg: Hank Paulson knelt his knee, begging to a group of Democrat politicians for support the TARP.
  • All for Nothing: The TARP bailout saved the banks, but didn't stabilize the market or the economy. Stocks didn't recover until mid 2009, unemployment hit 10%, underemployment also soared, and the banks just held on to the bailout money instead of spending it note  and returned it at the earliest they could. Second and third order effects of the crash are still being felt today.
  • An Offer You Can't Refuse: Ten banks - Goldman Sachs, JP Morgan Chase, Morgan Stanley, Citibank, Bank of America and Merrill Lynch, State Street, Wells Fargo, are forced to accept the TARP funds as a loan. While Paulson can't legally obligate them to take the loans, he threatens them with the possibility that if even one bank refuses the help, the market will see nine banks that are supposedly close to failure, panic and collapse the entire economy. Paulson then states that in this nightmare scenario, Treasury will have to impose even worse conditions on them, either via bankruptcy restructuring or nationalization. They all fall in line.
  • Appeal to Force: Paulson says that if the Big 5 banks don't help Lehman by buying its toxic assets, "we will remember".
  • Audience Surrogate: Michelle Davis occasionally slides into this role. Other times, she acts like a typical political spin doctor.
  • Artistic License – History: While most of the characters resemble the people in real life, Senator Richard Shelby of Alabama doesn't sound at all like someone from the South, nor does the real Shelby have gray hair or wear glasses as the one in the film does.
  • Bad Cop/Incompetent Cop: Chris Cox, the head of SEC, is supposed to be the banks regulator and keep situations like this from happening, but seems to consider any form of government intervention bad, even if the alternative is financial Armageddon. Paulson lampshades it when he says "You guys are like the gang that can't shoot straight. This is your job."
  • Big Applesauce: Not surprising, considering that the movie is about large banks.
  • Benevolent Boss: Paulson is this with his staff.
  • The Comically Serious: Ben Bernanke is quite funny even though he is talking about potential financial Armageddon. One crowning line is when Paulson mentions the only way Congress agrees to pass a bailout bill is to scare them into agreeing, Bernanke says "I'm scared shitless myself.", all in a completely serious tone of voice.
  • The Chains of Commanding: Being Treasury Secretary during the worst financial crisis since the Great Depression isn't easy on Hank Paulson. And it doesn't get any easier as the movie goes on. Even in the end, he isn't so sure the TARP bailout will work.
    • The SEC chairman Chris Cox's failure to stand up to pressure like Paulson makes him look less competent that what his job implies and Obstructive Bureaucrat.
  • Darkest Hour: Even after bailing out AIG, the market plunge just ... won't ... stop!! No matter how much money the Fed and Treasury try to inject into the market, it just will not stop the downward trend. Paulson can't sleep and is despondent that the whole financial system will collapse.
  • Deer In The Head Lights: How Chris Cox is described when he fails to tell Lehman to file.
  • Drowning My Sorrows: Dick Fuld's last scene is of him hearing of the bailout of AIG while holding a glass of wine, seething over how he wasn't bailed out.
  • Enemy Mine: How the CEO's of the leading bankers view the weekend meeting with Paulson at the Federal Reserve to bail out Lehman Brothers. Paulson re-emphasizes that the fallout from Lehman's failure will affect them as well. This is lampshaded by Jamie Dimon:
    Dimon: You're asking us to save a competitor. Let's not act like you're doing us a favor.
  • Experienced Protagonist: Paulson is the US Treasury Secretary, the top financial person in the entire federal government. And just so you don't forget, his previous job as Goldman Sachs CEO is brought up over and over.
  • The Fettered: Both Paulson and Bernanke are extremely uncomfortable with bailing out institution after institution, with no legislation. In their view, they can't act like behind the scenes puppet masters pulling the strings, not in a democracy.
    • Paulson also refuses to use drugs Wilkinson gave him and dumps them to toilet.
  • From Bad to Worse: Lehman's share price drops 30%, then it drops from mid sixties to low twenties, then a deal with Korean investors falls through, then Bank of America walks away, opting to buy Merrill Lynch instead. Then the stock price hits single digits, then a deal with Barclays in the UK goes up in smoke. Finally Lehman is forced to declare bankruptcy and completely liquidate all its assets, effectively dying.
    • The US economy also suffers from this. First, the number of homeowners defaulting on their mortgages rises, then the number of foreclosure a increase. Then a number of small non-bank mortgage lenders go under, then larger companies such as Countrywide Financial go under and get bought up by big banks, then Bear Sterns has to sell itself to Chase, then Fannie Mae and Freddie Mac book losses, forcing the government to nationalize them. Then Lehman collapses, followed by Merrill Lynch getting swallowed up by Bank of America. Finally AIG is on the brink of going down, taking the whole financial system with it, forcing the government to act to stabilize it.
  • Godzilla Threshold: Different people have their own impressions of what that threshold (financially speaking) is. The banks think that Bear Sterns' collapse was it, Geithner, Obama and the Chinese government think it is Fannie and Freddie failing, Christine Lagarde the French Finance Minister thinks it is Lehman's failure. Lloyd Blankfein, the CEO of Goldman Sachs, thinks the threshold is hit when Jeffery Immelt, the CEO of GE, calls Paulson. Paulson thinks the threshold has been reached with AIG's imminent collapse. Wilkinson and Kashkari thinks it hasn't been reached yet.
  • Hero of Another Story: Barack Obama and John McCain, who are only briefly mentioned a few times, were contesting the US Presidency with each other. That battle is depicted in a different HBO movie, Game Change.
    • Erin Callan, the woman Wall Street thought was a joke, would go on to have her own compelling story of displacement, divorce, depression, fleeing to the Hamptons to get away, finding a new love in a retired firefighter and 9-11 hero, attempted suicide and eventual recovery. That could have inspired a dramatic movie too.
    • Jamie Dimon would go on to become the Villain Of A Different Story, with the LIBOR London Whale trading scandal.
  • Hope Spot: There are multiple hope spots for Lehman, but Dick Fuld's incompetence ensures that none of them work. When Warren Buffet makes an offer, Fuld turns him down due to an inflated sense of Lehman's worth. When Korean investors come to the negotiating table, and it looks like the new COO has made a deal that works, note  Fuld blunders in and forces the Koreans to nix that. Barclay's Bank comes looking for a deal, but an Obstructive Bureaucrat kills that deal too.
    • Before Dick Fuld rejected Buffett's offer, he rejected Paulson's (and US government) offer of cash (maybe in the form of capital injection).
  • How We Got Here: The whole movie is one about the TARP bank bailout. A beginning montage showed how real estate prices ballooned up, then a series of news reports show the subprime mortgage crisis and the Bear Sterns bailout. The reason for the subprime mortgage crisis is explained in detail midway through the movie.
  • I Did What I Had to Do: John Thain gets Bank of American to buy Merrill Lynch instead of Lehman Brothers during the weekend session with the Federal Reserve. The justification was that Merrill Lynch was next to fall with no bailout from the government or other bankers.
    • Paulson inadvertently foreshadows this as explaining Thain as "...a pragmatist. He knows that if Lehmen goes, Merril's next." Well, Thain's job isn't to help Lehmen survive, soooo....
  • If I Wanted You Dead...: A Chinese official tells Paulson in a dinner that "Russians ask us to sell Lehman's shares we hold. Therefore, the share prices will drop further, insuring the crisis would be much worse." When his colleague calls it a threat, Paulson calls it a friendly remainder.
  • Insistent Terminology: Michelle Davis insists on calling a bailout a "large capital infusion".
  • Irony:
    • The media talks endlessly about in the beginning about how Paulson pushed for banking deregulation. Throughout the film, Paulson quickly becomes a very fierce regulator of Wall Street, and Paulson shows multiple times that he is aware of this.
    • The British regulator's motivation for rejecting the Lehman deal is to bring stability and confidence to the British financial system. The British financial system implodes due to Lehman going bankrupt.
  • It's All About Me:
    • Dick Fuld is very self-centered.
    • Presidential candidate John McCain has shades of such behavior when the TARP bill is brought before Congress. He suspends his campaign ostensibly to "solve" the crisis, but Paulson and his staff think he is looking to opportunistically take some credit. The bill was ready to go, but McCain apparently walked in and demanded it be stalled just so he could add his footprint to it.
  • Jerkass: Lehman CEO Dick Fuld.
  • Jerkass Has a Point: For all the blame the banks got for pushing subprime mortgages, the fault of the customers who overextended themselves financially can't be ignored. Dick Fuld's statement below may be dickish but correct.
    Dick Fuld: People act like we are crack dealers. Nobody put a gun to their head and told them to buy a house they couldn't afford, and while you're at it, get a line of credit on that baby and buy a boat.
  • Lets See You Do Better: Paulson tells this to Wilkinson regarding his decision to take over AIG, openly stating that AIG was too big to fail and that if Wilkinson has a better idea, he would happily hear it.
  • Layman's Terms: When the reason of 2008 crisis start to be described at minute 57 to Michelle Davis (experienced politician but not an expert on banking systems) and audience, Hank Paulson tells Kashkari, "She has to do this in English. Start with homeowners."
  • Mass "Oh, Crap!": The Congressional members Paulson and Bernanke meet with when discussing TARP visibly show shock when they are told how fast the economy will collapse if they don't agree with TARP.
  • Mis-blamed: invoked
    • The Big 5 bank CEOs and the French Finance Minister Christine Lagarde lay into Paulson for forcing Lehman to declare bankruptcy. The bank heads are livid because a British regulator didn't unfreeze Lehman's assets, preventing their clients from selling off whatever Lehman stock they had. They blame Paulson for not handling this detail with the British before he made Lehman file. Lagarde rips him for allowing Lehman to fail in the first place, as many European institutions had invested in it. They are blaming the wrong person, as it was actually Lehman's job to negotiate these details of their own bankruptcy proceeding. Lagarde doesn't realize that multiple attempts were made to save Lehman, and they all failed due to Dick Fuld's dickishness or their sheer financial weakness.
    • Lagarde's complaint may be political in nature - one step Paulson never ever considered was to nationalize Lehman, which is something many other developed nations do to save an ailing company. The USA hasn't nationalized a company since the 1970s, when AmTrak was created.
    • When the news of Bank of America chose to buy Merrill instead of Lehman reaches his ear, he blames the Federal Government instead of the responsible actor John Thain.
      Dick Fuld: Wait a minute, wait a minute. The Federal government (raises his voice) is snaking my deal? I CANNOT BELIEVE THIS SHIT.
  • Never My Fault: Dick Fuld never ever accepts any responsability he might have for the crisis.
  • Nice Job Breaking It, Hero!: Paulson's decision to leak the news that he will not bail out Lehman backfires disastrously, as it sends away any potential for a deal. Bank of America makes it clear to Paulson that they wont buy Lehman unless he assures it.
  • Not Even Bothering with the Accent: Christine Lagarde who is supposed to be French, speaks English with a German accent.
  • Obstructive Bureaucrat: Barclay's government regulator Sir Callum McCarthy. Just when it looks like a deal has been made in which Lehman's good assets will be sold to it, while the "Big 5" American banks buy up the worthless real estate assets, after a lot of arm twisting from Paulson, this regulator denies Barclay permission to do the deal, saying "We don't want to import your cancer!" This forces Lehman to file for bankruptcy and liquidate themselves completely. But this regulator doesn't stop there. He freezes Lehman's stock, preventing shareholders from quickly divesting themselves off it. This inability to short sell Lehman's soon to be worthless stock causes them to panic and sell all their other stocks, causing the market to plummet instead of stabilize.
    • The SEC chairman Chris Cox starts spouting Strawman Political platitudes about the "proper role of government" when Paulson yells at him for not forcing Lehman to file for bankruptcy before the worldwide markets open.
  • Oh, Crap!: Plenty from Paulson once the fallout from Lehman's bankruptcy escalates. First the market drops, then the shares of the other major banks drops. Then AIG gets downgraded. One of the biggest is from Paulson and Blankfein when Jeff Immelt calls the former and talks about how the fallout is affecting GE and Main Street.
  • Precision F-Strike: Paulson does not swear, let alone show visible emotion,, but when he hears that Chris Cox is not forcing Lehman file, he furiously declares "Son of a bitch!", before furiously urging Cox to convince Lehman to file.
  • Real Politik: While Hank discusses the financial crisis with the Chinese Minister, the Minister reveals the Russians wanted to coordinate with the Chinese government to sell off all their Fannie and Freddie stock simultaneously, nuking the American Economy to Great Depression levels- or worse. Hank looks like he's about to have a heart attack then and there, but the Minister assures him Beijing said no to that plan. It was bad for business.note 
  • Rousing Speech: SEC chairman Chris Cox tries an Appeal to Flattery but it falls on deaf ears. Jamie Dimon gives one that convinces the other banks to pool in money and buy Lehman's worthless assets. Pity it was too late.
  • Running Gag: While Paulson and his deputies try to explain the mechanics of the subprime lending crisis to Michelle Davis, who in turn must spin it to the media, they keep making disparaging statements about greedy lenders and stupid borrowers. Right after that, they say "You'll work on (insult)".
    Michelle Davis: "And why didn't anybody regulate this?"
    Paulson: "Nobody wanted it!! They were making too much money."
    Wilkinson: "You'll work on ... They were making too much money."
  • Russian Reversal: Paulson jokes that he doesn't know if Vikram Pandit is running Citibank, or if Citibank is running him.
  • Scare 'em Straight: Paulson and Bernanke openly admit that the only way they convince Congress to pass a bailout bill is to make it clear that the consequences would be much worse.
  • Sir Swears-a-Lot: Dick Fuld. His very first utterance is a Precision F-Strike. And then he just keeps on going.
  • Slave to PR: This is mentioned multiple times. Initially, people think that Paulson will have to bailout Lehman, as they think that the fallout and ensuing bad press, not to mention the prior loss of Bear Sterns and Fannie and Freddie, would make Paulson try to avoid another major bank loss in an election year. Paulson by very stark contrast, tires of the news believing he will bail out Lehman, arguing he does not have the legal authority, and openly tells Bernanke that he cannot be "Mr Bailout".
  • Spiritual Successor:
    • To the Lionsgate film Margin Call, which was a fictionalized version of what Lehman did, before the events of this movie began.
    • It also has a Spiritual Precursor (prequel) in the movie The Big Short, which was about an investor who anticipated this crisis in 2005 and made a killing off of it.
  • Stress Vomit: Paulson suffers a bout of this late in the movie.
  • Tranquil Fury: Paulson is irate with Cox when he fails to push Lehman to file, but the only thing that indicates his anger is his voice tone.
  • You Have Got to Be Kidding Me!: Paulson has a heated talk with McCain as Davis, Kashkari, Wilkinson, and Jester look on in horror.
    Wilkinson: He's not...threatening the Republican presidential nominee is he?
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