Wall Street passed a significant milestone on Thursday, as two investment banks agreed to pay a combined $100 million to settle charges that they published overly bullish research reports on questionable companies to win their investment banking business.
The agreement by the two firms, Deutsche Bank Securities Inc. and Thomas Weisel Partners LLC, completes the landmark "global settlement" of research-related charges first announced nearly two years ago by state, federal and industry regulators and 10 of Wall Street's largest firms.
Under the agreement announced Thursday, Deutsche Bank will pay $87.5 million, including a $7.5 million fine for failing to promptly produce e-mails requested by regulators. Thomas Weisel Partners, a smaller San Francisco-based investment bank, will pay $12.5 million.
Of the $100 million, $30 million will be set aside to return to harmed investors, $30 million will go to state securities regulators, and the rest will be used to pay for investor education programs and the distribution of independent third-party research to investors.
Neither firm admitted or denied wrongdoing as part of the settlement.
The payments by the two firms bring the total value of the global research settlement to $1.5 billion and increase to $429 million the amount to be returned to investors.
The Wall Street research probe began in earnest in the spring of 2002 after New York Attorney General Eliot L. Spitzer disclosed internal e-mails from Merrill Lynch & Co. in which analysts at the firm privately derided stocks they were publicly recommending, referring to the stocks as "junk" and "crap," among other things.
Federal and industry regulators, initially caught flatfooted by Spitzer's aggressive probe, eventually joined forces with him and other state securities officials to investigate all of Wall Street's leading banks.
The joint investigations produced months of damaging headlines for Wall Street at a time when financial firms also came under scrutiny for their role in the mutual fund trading scandal and for assisting in accounting irregularities at failed companies such as Enron Corp.
The 10 firms that agreed to the research settlement last year included Bear, Stearns & Co.; Credit Suisse First Boston LLC; Goldman, Sachs & Co.; Lehman Brothers Inc.; J.P. Morgan Securities Inc.; Merrill Lynch; Morgan Stanley & Co.; Citigroup Inc.; UBS Warburg LLC; and Piper Jaffray Inc.
In addition to fines and disgorgement, all 12 firms involved in the settlement agreed to significantly alter the way they do business, including formally separating their research and investment banking departments.
No longer are the firms allowed to engage in a practice common during the stock market bubble of the late 1990s: dangling the promise of glowing research coverage in front of companies the banks hoped to help bring public through initial stock offerings. The 12 firms also agreed to curtail the practice of doling out coveted initial public offering shares to favored clients.
"This is an important milestone because in terms of looking at the firms, [Thursday's agreement] culminates a great deal of investigative work," Securities and Exchange Commission enforcement director Stephen M. Cutler said in an interview. "The full impact remains to be seen, but certainly the way in which banking and research relate to each other and how fundamental research is done today is a lot different than it was three or five years ago."
Experts say it remains too soon to tell whether the separation of banking and research will lead to more straight talk on Wall Street. The effectiveness of the changes may not be truly tested until the next market boom ignites a fresh scramble for banking business, experts say.
But in the meantime, other aspects of the settlement are already being felt. In July, the initial 10 firms that agreed to the settlement began distributing multiple sources of independent research to brokerage customers. Research is deemed independent when it comes from firms that do not receive banking fees from companies they cover.
The $429 million in investor restitution money, meanwhile, will not be distributed until sometime next year. The administrator in charge of the distribution process, Duke University law professor and mass settlement expert Francis McGovern, must submit a plan for disbursing the funds to a federal judge by Oct. 6. The plan will then be subject to public comment and must be approved by the judge.
Under terms of the settlement, investors who purchased securities that regulators say were falsely touted by the 12 firms will be eligible to receive money, though there is far too little set aside to replace the billions of dollars lost on speculative technology and telecommunications stocks when the market bubble burst in 2000.
In a prepared statement Thursday, Deutsche Bank spokeswoman Rohini Pragasam said, "We are pleased to reach this final resolution with the Securities and Exchange Commission, California Department of Corporations, and other state and federal regulators and join the global settlement. We have already voluntarily implemented the industry-wide reforms that separate research and investment banking."
Thomas Weisel, chief executive of Thomas Weisel Partners, said in a statement, "We are pleased to have reached a resolution of this matter. We support reforms that enhance the integrity of the U.S. capital markets, which is especially important to the growth companies and growth investors that we serve."
Deutsche Bank dropped out of the initial settlement after it disclosed to regulators that it had mistakenly failed to turn over all requested e-mails. Thomas Weisel Partners argued that it did not engage in the same level of abuses as the other firms and held out for a smaller penalty, sources close to the situation said.
One source close to the matter who spoke on condition of anonymity because the restitution plan is not yet finalized said regulators pressed the two firms to settle by Thursday to make sure they were included in the proposed distribution plan.