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"A sad chapter in the history of American business," intoned
William Donaldson, chairman of the Securities and Exchange
Commission, last week as he announced that 10 of the biggest names
in US investment banking were coughing up $1.4bn (£871m) for
publishing research they knew was wrong.
A sad chapter it may have been, but it is not the end of the
story. The final chapter in the extraordinary narrative of the 1990s
internet boom is still being written. It will not end until the
prison gates slam on at least some of the participants. But we can
already begin drawing the morals of the tale.
Analysts at the miscreant banks wrote enthusiastic notes,
particularly about internet and technology companies, that they
knew, privately, were shaky. They did it because, in a ferociously
competitive market, it helped their investment banking colleagues
win those companies' business.
Thoroughly reprehensible, as Mr Donaldson said. Yet reading the
SEC's case against the firms, it is clear that the analysts' dilemma
was not whether to produce honest or misleading research. It was
whether to produce misleading research or find jobs as zoo keepers,
couriers or celebrity party organisers. Writing bogus research notes
was not a fall from grace; it was the essence of the business.
Companies looking for investment banking services made clear what
they wanted: research notes from the banks that said their prospects
were great. The investment banks were happy to oblige. Analysts were
expected to attend "pitches" to potential investment banking
clients. The analysts' (enormous) bonuses were tied to the amount of
investment banking business they generated. Their investment banking
colleagues' opinions played a crucial role in the appraisal of the
analysts' perform-ance, remuneration and prospects.
Some analysts felt tugs of conscience, but they soon learnt the
rules of the game. "Unwritten rule number one: that if you can't say
something positive, don't say anything at all," a CSFB investment
banker told one of the firm's analysts who downgraded a client
company.
Except that not saying anything at all was not an option, either.
After CSFB underwrote the initial public offering for a company
called Digital Impact, the firm's analyst regularly rated it a "buy"
or a "strong buy", even as its share price sank from $50 to less
than $2. When a new analyst took over, he attempted to duck out of
covering the stock. No way, the investment bankers told him. He
continued to describe the company as a "buy" until he screwed up the
courage to downgrade it to a "hold".
Some analysts, like dissidents in a repressive dictatorship,
published numbers showing the companies doing well, but used the
commentaries to hint obliquely that they should not be believed.
Who were the victims? Small shareholders who relied on the
research. "I feel bad for those naive investors," an institutional
investor e-mailed a Lehman Brothers analyst. "Yes, the little guy
who isn't smart about the nuances may get misled - such is the
nature of my business," the analyst replied.
Under last week's settlement, the 10 firms will separate their
investment banking and research activities. For five years, they
will have to commission outside, independent research.
So what are the lessons? First, companies that want to be trusted
need to decide which customers they can serve. The banks did not
treat all their customers badly. They gave their investment banking
clients exactly what they wanted. It was their small retail
investors they short-changed. Few companies treat all customers
equally: the highest spenders get better treatment. Companies need
to decide what level of service to offer the others. They need to
set a standard and stick to it. Whatever it is, it should indicate
some respect for less profitable customers. They may be paying less,
but they are parting with their money all the same. Less luxurious
service may be in order. Lying is not.
Companies also need to decide what to be trustworthy about. Glen
Urban, professor at the MIT Sloan school of management, says there
are some areas where companies, however well-intentioned, may not be
able to deliver. For example, airlines cannot promise punctuality;
too much is outside their control, such as air traffic control and
the weather. They need to develop their relations with customers
based on something other than timekeeping, such as swift check-in or
on-board service.
In a recent paper*, Prof Urban says companies that do not have
the right product for customers should suggest they go elsewhere.
Customers will discover in the end that what they have bought is
unsuitable, and the rapid exchange of information over the internet
will mean others will find out too. Companies that tell customers
when they do not have the right product for them are more likely to
be believed when they say that they do.
Honest investment banks might have decided they could serve
corporate customers or retail investors but not both.
Can they serve both now? The Chinese walls that, under last
week's settlement, will separate the investment bankers from
research may ease the pressure on analysts, but it will not
disappear. Small investors may, in any event, want to ask themselves
why companies that deceived them yesterday deserve their business
today.
*The Trust Imperative. http:// papers.ssrn.com/sol3/
papers.cfm?abstract_id=400421
.............................................................................michael.skapinker@ft.com |