I see that Donald Trump is thinking about bringing back Glass-Steagall style laws to the US banks. This would force the banks to separate and break up their operations between their investment bank and the retail and commercial bank structures. It intrigues me that this is being considered 18 years after the law was repealed, but why was it repealed in the first place?
Showing my age, I remember the golden years of the 1990s in banking, when all the European banks were building bancassurance models of integrated insurance and banking systems. One US financier in particular was keen to copy this model: Sanford I. Weill, CEO of Travellers Group.
Sanford, or Sandy as everyone knew him, had built Travellers over a quarter of a century from a small regional subsidiary of CDC to a major US insurance and stock broker through various acquisitions including Salomon Smith Barney, the renowned Wall Street firm that made Michael Lewis’s career as an author when he described the firm’s culture in the best-selling book Liar’s Poker:
“Everyone wanted to be a Big Swinging Dick, even the women. Big Swinging Dickettes.”
Weill himself had grown up on Wall Street, building Shearson Loeb Rhoades into the second largest securities brokerage in the USA, just behind Merrill Lynch. He sold out to American Express and then became CEO of Commercial Credit, a consumer finance company.
In 1987, he acquired Gulf Insurance. The next year, he paid $1.5 billion for Primerica, the parent company of Smith Barney and the A. L. Williams insurance company. In 1989 he acquired Drexel Burnham Lambert’s retail brokerage outlets. In 1992, he paid $722 million to buy a 27% share of Travelers Insurance. In 1993 he reacquired his old Shearson brokerage from American Express for $1.2 billion. By the end of the year, he had completely taken over Travelers Corp in a $4 billion stock deal and officially began calling his corporation Travelers Group Inc. In 1996 he added to his holdings, at a cost of $4 billion, the property and casualty operations of Aetna Life & Casualty. In September 1997 Weill acquired Salomon Inc., the parent company of Salomon Brothers Inc. for over $9 billion in stock.
As you can see, Weill was an aggressive acquirer, building a massive insurance and securities brokerage group over a decade of takeovers. Then came the dream: to get a full service bank as part of the Group’s operations.
The problem was that this would not be allowed under the regulatory rules of Glass-Steagall. So Weill just thought screw it, and set out to repeal the law by pressing ahead with a merger of Travellers and Citibank which would be co-run by Weill and Citibank’s CEO John Reed, who Sandy knew well.
Source: The New York Times
Soon after the merger was announced, Reed stepped down and Weill continued on his ambition to build the world’s biggest financial group.
Intriguingly, at the time of the merger, it was noted that there was a regulatory problem. From CNN, April 1998:
A more immediate concern for the companies may be getting regulatory approval for the deal. The Glass-Steagall Act of 1933 prevents commercial banks from owning brokerage firms and insurance units, but the companies said they are taking a chance because they expect those laws to change in the near future. Indeed, legislation is winding its way through Congress which would allow greater flexibility of ownership. Even without those changes, the law has more and more been interpreted in favor of merging companies. Sen. Alfonse D’Amato, chairman of the Senate Banking Committee, said Monday that most legal obstacles to the Citigroup merger have already been eliminated …
Robert Froehlich, market analyst at Scudder Kemper Investments, said that the two companies’ determination to go ahead with the deal is a clear indicator of their confidence. “The markets lead Washington. Washington doesn’t lead the markets,” he declared. “I think this deal is going to force Congress to look at the Glass-Steagall again because this deal will be able to figure out ways to get around that outdated law. It’s going to send a signal to Congress to say ‘Wake up. It’s not 1933 anymore,’” he added.
The force of will of Weill and his vision could overcome all. In this case, it helped by hiring ex-President Gerald Ford (Republican) to the Board of Directors and Robert Rubin (Secretary of Treasury during Democratic Clinton Administration) whom Weill was close to. With both Democrats and Republican on their side, the law was taken down in less than two years and replaced by the Gramm–Leach–Bliley Act (GLBA), also known as the Financial Services Modernization Act, of 1999. It repealed part of the Glass–Steagall Act of 1933, removing barriers in the market among banking companies, securities companies and insurance companies that prohibited any one institution from acting as any combination of an investment bank, a commercial bank and an insurance company.
Weill denies that this led to the global financial crisis, but it did lead to fundamental change in banking. For example, the repeal of Glass-Steagall led to the private partnerships of firms like Goldman Sachs who paid partners well because they were investing their own money in the firm, to become public firms now betting shareholders’ money on the markets. In other words, the bonus culture of casino banking came of the back of the repeal of Glass-Steagall.
Equally, the high risks created in mortgage securitisation was fuelled by the change of cultures, where investment firms thinking took over the helm of what had previously been boring commercial banks. Glass-Steagall was there for a reason: to avoid wrecking retail and commercial banks through high risk investments; and it’s no wonder it’s back on the table again today.
Meantime, it won’t happen.
Donald Trump’s corridors of power are run by Goldman Sachs, and I just cannot comprehend the idea that Trump would force an act through that would break up the big banks of America. Equally his biggest opposition would be Jamie Dimon, a protégé of Sandy Weill*.
So what will happen?
I guess the most likely outcome in the USA will be the repeal of Dodd-Frank and a replacement that allows investment and retail banking groups to continue, but with living wills and ring fencing in some form similar to the European bank rules.
US banks are already required to submit living wills to regulators which detail the company’s process of liquidation under U.S. bankruptcy code, should it fail. Ring fencing is the UK response to the financial crisis, and forces banks to separate investment operations from their retail and commercial structure such that, should the investment bank fail, it can be liquidated without impacting the rest of the bank.
It will be interesting to see what the US does do, as ring fencing is not easy and costs billions. Equally, all the big American banks will fight any change, especially the reintroduction of Glass-Steagall, so ring fencing would make sense as a compromise.
Watch that space.
* Dimon was fired by Weill shortly after the Travelers and Citicorp merger in 1998—abruptly ending a 15-year partnership that saw them build a financial services empire like no other at the time. If you have time, I’ve posted more on this after the New York Times review of Sandy Weill’s time at Citigroup.
Whilst researching this blog post, I stumbled across this article in the New York Times and felt it was so poignant that I couldn’t resist posting it here.
By KATRINA BROOKERJAN. 2, 2010
“THIS is my final annual meeting as chairman,” says Sandy Weill, standing near the window of his office, peering at a grainy photograph of him and his wife on stage at Carnegie Hall more than three years ago. They are smiling broadly, and behind them is a packed house of cheering Citigroup shareholders. A huge banner dangling from the balcony reads “Thank You Sandy.”
On that day, April 18, 2006, Citi’s share price was $48.48. After studying the photo for a few moments, Mr. Weill says quietly, “I thought the company was impregnable.”
He knows now, of course, that he was wrong.
Over the last two years, Mr. Weill has watched Citi — a company he built brick by brick during the final act of a 50 year career — nearly fall apart. Although every taxpayer in the country has paid for Citi’s outsize mistakes, for Mr. Weill the bank’s myriad woes are a commentary on his life’s work.
“Sandy will forever be identified with Citigroup,” says Michael Armstrong, a Citi board member and a former chief of AT&T. “He put everything he had into its creation.”
Mr. Weill built his wealth, status and power by creating what was once the world’s largest bank. Now, as Citi struggles to regain its footing, Mr. Weill’s legacy has taken on a darker hue. Though he was once viewed as a brilliant dealmaker, some critics now cast him as the architect of a shoddily constructed, unmanageable financial supermarket whose troubles have sideswiped investors, employees and average citizens nationwide.
“The dream, the mirage has always been the global supermarket, but the reality is that it was a shopping mall,” says Chris Whalen, editor of The Institutional Risk Analyst, of Citi’s evolution over the last decade. “You can talk about synergies all day long. It never happened.”
Citi’s troubles are well chronicled: a failure to integrate its disparate parts worldwide or to keep tabs on risky investments and freewheeling operations. These lapses led to billions of dollars in losses and multiple bailouts, and the government now owns a quarter of the company. Citi’s shares fell from a high of $55.12 in 2007 to about a dollar early last spring, and now trade at $3.31.
In its efforts to recover, Citi is dismantling itself, scrapping many of the assets that Mr. Weill threw together.
During a series of recent interviews, Mr. Weill spoke candidly about the loss, frustration and humiliation caused by Citi’s fall. “I feel incredibly sad,” he says. He remains baronially wealthy, but says he has endured financial pain, too: until a year ago, he says, the bulk of his investment portfolio was split equally between Citi stock and Treasuries.
While he acknowledges some of his own mistakes for the Citi debacle, he is also quick to give the back of his hand to his former co C.E.O., John Reed, and his successor, Charles Prince.
And Mr. Weill vigorously defends his record, rebutting critics who say that Citi was an unstable creation. Judah Kraushaar, a hedge fund manager and former banking analyst who worked with Mr. Weill on his autobiography, said that Citi’s problem wasn’t that it was unmanageable, but that it lacked enough good managers — and that Mr. Weill was a good manager.
“When he left, the company had all the hallmarks of how Sandy ran a business: it was lean; it didn’t have a bloated balance sheet,” says Mr. Kraushaar. “Had he picked a different successor things could have turned out very differently.”
At one point, Mr. Weill had hoped to return and help the company recover and to defend his legacy himself. But the bank no longer has a place or a need for its old C.E.O. Now, Mr. Weill, 76, is trying to move on to a life without Citi.
“It’s never going to be the same company that it was,” he said one morning shortly before Christmas. Sitting in his office on the 46th floor of the General Motors building in Manhattan, he is surrounded by reminders of a lifetime on Wall Street. The space is breathtaking with floor-to-ceiling windows and views stretching out over Central Park. One wall is devoted to framed magazine and newspaper articles chronicling his career. A Fortune magazine clipping from 2001 declares Citi one of its “10 Most Admired Companies.”
On another wall hangs a hunk of wood — at least 4 feet wide — etched with his portrait and the words “The Shatterer of Glass¬Steagall.”
The memento is a reference to the repeal in 1999 of Depression-era legislation; the repeal overturned core financial regulations, allowed for the creation of Citi and helped feed the Wall Street boom.
“Sandy took advantage of changes in the industry to build a financial colossus,” says Michael Holland, founder of Holland & Company, a money management firm. “In the end it didn’t work, and we are now paying for that as taxpayers.”
Elsewhere in Mr. Weill’s office, a bust honors him as Chief Executive magazine’s “C.E.O. of the Year” in 2002. There are pictures of him with world leaders like Nelson Mandela, Bill Clinton, Vladimir Putin and Fidel Castro. There is also one of his humble childhood home in Brooklyn — a reminder of how far he has come.
Despite these trappings, what’s most noticeable about Mr. Weill’s office is this: It feels empty. Other than a few assistants, he is alone. Down the hallway, some furnished offices are uninhabited; a conference room big enough for a Citi board meeting has no executives to fill it. The phones are largely silent. It seems incongruous for a man who once commanded a global powerhouse of 200,000 employees.
Here, from this solitary perch, Sandy Weill has watched his banking colossus come undone.
“IN the beginning I felt that we should be able to weather that storm,” Mr. Weill says, recalling the late summer days of 2007, when the collapse of the subprime market brought Citi’s troubles to the surface. The early warning cries were dire but didn’t seem terminal: a $6 billion writedown, a $2.8 billion thirdquarter loss and the announcement of $55 billion in exposure to souring assets. At this point, Mr. Weill believed that the company could be fixed, and he wanted to fix it.
He no longer had any official position at Citigroup, having retired as chief executive in 2003 and as chairman in 2006. But he was still hugely invested in the company. He owned more than 16 million shares in 2006, according to his last public filing as Citi chairman. In January 2008, he bought more stock.
At the same time, he remained close with Citi employees, shareholders and board members. They had been keeping him up to date about events at the company. “People were calling him all the time, trying to get him wound up, get him mad,” says Todd Thomson, the former head of wealth management at Citi.
When Mr. Thomson was forced out in 2007, Mr. Weill was one of his first calls: “I unloaded to Sandy,” Mr. Thomson says.
For Mr. Weill, calls like these — coupled with the collapsing share price — burned; they made him want to act.
Starting in late 2007, he began approaching some members of Citi’s board about returning to help with its recovery. He tried first when the board was looking to replace Mr. Prince as C.E.O., and later after Vikram Pandit got the job. At the time, Mr. Weill imagined that he would be welcomed. “I had 50 years of experience,” he says. “I think I was a pretty good student of the markets, and the business. I had a good feel of things. I felt that just because I retired didn’t mean my brain went to mush. Maybe I could help.”
No one responded to his offers.
The rejection stung. Citigroup had for so long been central to his life. It was hard to accept that he had no control or influence over it anymore. “It’s very hurtful. Even though he says, ‘No, no, it’s fine,’ ”says Joan Weill, his wife of 54 years. “I know him. The company means so much to him. It was his baby.”
Mr. Weill continued to track it closely. “He was watching every movement of the stock; he was reading everything,” recalls Mike Masin, a long-time friend and a former chief operating officer of Citigroup. “We have had conversations about the fact that he has to make Citi less a part of his life.”
One news item, in particular, was crushing: Last winter, The New York Post ran a picture of Mr. Weill on its front page with the headline, “Pigs Fly: Citi Jets Ex-C.E.O. to Cabo.” He had taken the corporate plane to vacation in Mexico, weeks after Citi had accepted a $45 billion taxpayer bailout. The flight provoked a public outcry and media frenzy.
Mr. Weill says he was horrified by being cast as a greedy, out-of-touch Wall Streeter taking advantage of taxpayers. That is not how he sees himself or how he wants the public to see him. The night the Post article came out, he issued a press release promising to never again use the Citi jet.
In April, Mr. Weill and Citi agreed to terminate the consulting contract in which he was provided use of that jet, as well as office space, cars and security.
Mr. Weill firmly contends that what he built at Citigroup created huge value for employees and shareholders. Beyond that, he has been an enormously generous philanthropist, giving some $800 million to charity over the last three decades, he says. This, he says, is what he wants to be remembered for.
“The most important thing to my husband was his reputation, ” says Mrs. Weill, who still feels angry at the portrayal of him in the press. “There are a few people I want to kill, but I am not going to name names.”
Still, many people see Mr. Weill as a root cause of Citi’s troubles. He bought up businesses around the globe, from New York to Tokyo to São Paolo, but his critics say he never managed to meld them into a cohesive company. To some, this was the foundation of its failure.
Old accomplishments — once sources of admiration — now draw criticism. Mr. Weill’s successful push to repeal the Glass-Steagall Act is under attack. To create Citi, he fought to change laws that had prevented banks, insurers and brokerage firms from merging. But in the wake of the economic crisis last year, Congress has introduced laws to reinstate parts of the legislation. In November, Mr. Weill’s former co-C.E.O. at Citi, John Reed, told Bloomberg News that he was sorry for his role in helping to end Glass-Steagall.
When asked about Mr. Reed’s apology, Mr. Weill says: “I don’t agree at all.” Such differences, he says, were “part of our problem.”
Mr. Reed, who lost a battle with Mr. Weill for control of Citi, declined to comment for this article.
Mr. Weill says that the model on which he built the company was not at fault, that it was the management that failed. For this, he accepts partial responsibility.
“One of the major mistakes that I made was my recommending Chuck Prince,” he says of his handpicked successor, who ran the company from 2003 to 2007. Mr. Weill blames Mr. Prince for letting Citi’s balance sheet balloon and taking on huge risks.
Once close friends and colleagues, the two men no longer speak. In their last conversation, in fall 2007, Mr. Prince called his old boss, furious because he’d heard that Mr. Weill was urging directors to replace him. “He hung up on me,” Mr. Weill recalls.
Mr. Prince declined to comment for this article
In addition to initially supporting Mr. Prince as C.E.O. — even though Mr. Prince had never run a bank — Mr. Weill also pushed out Jamie Dimon, a well-regarded banker who now runs JPMorgan Chase. And Mr. Weill personally recruited Robert Rubin to Citi after Mr. Rubin stepped down as Treasury secretary. Mr. Rubin, who has since left Citi and declined to comment about his tenure there, has been criticized as failing to help rein in the bank’s excesses.
Mr. Weill says he has no regrets about hiring Mr. Rubin and wishes that things with Mr. Dimon had worked out differently.
“The problem was in 1999 he wanted to be C.E.O. and I didn’t want to retire,” he says of Mr. Dimon. “I regret that it came to that. I don’t know what else could have been done except for him to be more patient.” A JPMorgan spokesman said Mr. Dimon declined to comment.
Analysts say that managerial problems plagued the Citi empire and that its board, which might have imposed some order, became little more than a rubber stamp during the Weill era. “Sandy surrounded himself with yes men,” says Mr. Whalen. “He never wanted anyone second-guessing him.”
THESE days, Mr. Weill keeps busy with charities and his personal investments. He is up at 5 a.m., reads all the papers, turns on CNBC. He is chairman of Carnegie Hall, Weill Cornell Medical College and the National Academy Foundation and is on the boards of six other institutions.
His foundation gave $170 million in cash last winter to Weill Cornell; such generosity has endeared him to the philanthropic world. He has raised $950 million for Weill Cornell’s $1.3 billion fundraising campaign and recently put together a $110 million bond offering for Carnegie Hall.
“It was like being back in business again,” he says. “I get the same kind of kick by getting somebody to make a major charitable contribution. It’s the same kind of adrenaline rush.”
Such giving shows that Mr. Weill remains in far better shape than most other Citi investors. Although Forbes bounced him from its list of the 400 wealthiest Americans — the magazine once estimated his net worth at $1.5 billion — he still lives regally: a $42 million apartment in Manhattan; homes in Greenwich, Conn., and the Adirondacks; and a yacht.
Citi, meanwhile, has recently shown some signs of improvement: it posted a thirdquarter profit and repaid $20 billion to the government last month. But for so many who depended on Citi, the bank has caused irreversible damage. It’s a reality that Mr. Weill says pains him.
“Look what it’s done,” he says. “It’s hurt the dreams of so many people.”
From Bloomberg, 2004:
Jamie Dimon’s goal to make JP Morgan-Bank One tops in banking means taking on former mentor Sandy Weill at Citigroup
By Amey Stone, January 27, 2004
Great human dramas often play out on a corporate stage. With the announcement of the $58 billion merger of JP Morgan Chase (JPM ) and Chicago-based Bank One (ONE ), the curtain is rising on a new act in what’s proving to be an epic tale of a corporate king and his young protégé.
This is the story of Jamie Dimon, chief executive of Bank One and now the heir apparent to JP Morgan, which will be No. 2 in assets in the world with $1.1 trillion once the banks merge. It’s also the story of Sandy Weill, the chairman of Citigroup (C ) and Dimon’s longtime mentor — until Weill summarily ejected him from the company in 1998. Citigroup, with $1.2 trillion in assets, is No. 1, which will pit Dimon against his former boss and colleagues in his quest to make JP Morgan the world’s biggest financial-services firm.
Dimon’s and Weill’s tumultuous relationship is more than just good gossip. The competition between the two banking titans could have implications that investors might want to consider. “In a lot of ways their relationship has an oedipal arc to it,” observes Peter Cohan, a former banking executive, now a management consultant and author of Value Leadership.
FATHER AND SON.
The Weill-Dimon team was legendary for how intensely they worked together and how many megadeals they struck. It was a far cry from the typical employer/employee pairing. In 1983, Weill, then at American Express (AXP ), hired a young, eager Dimon (whose stockbroker father had worked for Weill) when he was just 26 and fresh out of Harvard Business School. Weill left American Express in a huff not two years later, and Dimon followed his mentor.
The two of them worked side-by-side culling deal opportunities until they alighted on a foundering consumer lender in Baltimore called Commercial Credit, took it public, and used it as a base with which to build Citigroup. The string of successful mergers culminated in 1998 when Weill’s Travelers, the former insurance giant, merged with Citibank. As Weill’s detail man, Dimon took care of the day-to-day minutiae of many a merger. And to many observers, their relationship seemed like that of father and son.
Of course, their relationship eventually soured. Observers say the beginning of the end may have been when Dimon, then leading Smith Barney brokerage operations, passed over Jessica Bibliowicz — Weill’s daughter — for a promotion in 1997. Weill was dismayed when she left the firm shortly after. Dimon, who likely was by then chafing under Weill’s authority, also clashed with his boss over the integration of Salomon Brothers (acquired in 1997) as well as over combining Citibank’s corporate-banking division with Smith Barney.
OFF TO CHICAGO.
In another dramatic altercation, known in Wall Street lore as the “Greenbriar incident,” at a corporate retreat in front of a crowded dance floor, Dimon nearly got into a shoving match with Deryck Maughan, now vice-chairman of Citigroup and head of its international division. The story goes that Dimon accused Maughan of snubbing a colleague’s wife on the dance floor, but neither party has ever confirmed the particulars. Still, that incident has been blamed for leading Weill, with some nudging from his then co-CEO John Reed (now interim chairman of the New York Stock Exchange), to ask Dimon to step down in 1998.
Dimon’s surprise departure was mourned by shareholders, who pushed Citigroup’s stock down 5% the day it was announced, as well as by employees at Salomon Smith Barney, many of whom gave Dimon a standing ovation on the trading floor his last day. The former heir apparent of Citigroup took his number-crunching skills to Chicago, where he was hired to turn around Bank One.
Dimon’s ejection more than five years ago is likely to make him extra-tenacious in his effort to best Citigroup. “Jamie is an extremely competitive person who wants to show he can come back to New York and be on top,” says Cohan.
By Wall Street standards, Dimon has two measures for achieving that goal. The easier would be to expand JP Morgan’s assets. With just $100 billion to go to match Citigroup, that could be accomplished with just one more big deal. The real test, however, will be if Dimon can get JP Morgan’s market value higher than Citi’s. As of the merger announcement, JP Morgan and Bank One had a combined market cap of $130 billion, just half that of Citigroup’s.
With analysts and investors applauding the merger, surpassing Citigroup’s market cap may eventually be in reach. Given JP Morgan’s dominance in corporate and investment banking and Bank One’s strong consumer-banking businesses, “put those two companies together, and you get an entity with potential to be a banking steamroller,” wrote Thomas Brown, a former banking analyst and now a hedge-fund manager, in a Jan. 15 analysis on his Web site Bankstocks.com. Tom Taulli, author of The Complete M&A Handbook, describes Dimon as “ultra-competitive, very smart” and says he “learned from the master.”
At the press conference announcing the merger, Dimon seemed giddy. In questioning from reporters, he was all too ready to joke about taking on his former employer, Citigroup (see BW Online, 1/15/04, “A Made-to-Order Megamerger”). Dimon was unavailable for an interview for this story, but Bank One spokesman Thomas Kelly says Dimon and Weill “mended fences years ago” and adds that Weill was one of the first people to call Dimon and congratulate him once the deal was announced.
Weill, soon to be 71, may actually wish his former protégé well. After all, by many accounts, the never-lost-a-battle Weill is entering the twilight of his career. And his reputation, experts say, has been tarnished by his ties to a widespread investigation of conflicts of interest at Wall Street firms in recent years. Although he wasn’t accused of any crimes, Weill admitted that he had asked high-profile telecom analyst Jack Grubman to take a “fresh look” at AT&T (T ), a client of the investment bank.
Also, Weill is increasingly removed from day-to-day operations at Citigroup and is set to retire from his role as chairman in 2006 — the same year Dimon is slated to take over as CEO at JP Morgan from Bill Harrison. The timing means the two men likely won’t be going head-to-head as much as if Weill were still running the ship. “Sandy Weill is chairman, almost chairman emeritus of Citigroup,” says Richard Bove, an analyst with San Francisco investment bank Hoeffer & Arnett. According to Bove, Weill’s goals are to help Citigroup get further entrenched in emerging markets such as China, India, and Russia. He and Dimon “will not be coming into conflict with each other in any way, shape, or form,” Bove says.
Dimon, who has a tough task ahead of him in taking on Citigroup, must first make it to the CEO’s desk before he can take on Weill. Even though Bank One’s deal with JP Morgan calls for him to take over as chief executive, that move is hardly set in stone. “I don’t think he’s ever going to be the CEO of JP Morgan,” says Bove.
Bottom of Form
That issue aside, no one is arguing that executives at this level let personal grudges take precedence over sound financial decision making. Still, a few former rivals at Citigroup would likely love to prove that getting rid of Dimon back in 1998 was a good move and that they’re the true heirs to Weill’s legacy. Chuck Prince, Weill’s legal right hand going back to Commercial Credit, is now CEO. Citigroup did not make executives available for comment for this story.
This fierce personal competition will likely fuel the rivalry between the banking powerhouses. And as the Shakespearean-like saga continues, investors and consumers could benefit from a push by both banks to be the best in the industry.
Stone is senior writer for BusinessWeek Online in New York and co-author with Mike Brewster of King of Capital: Sandy Weill and the Making of Citigroup
Edited by Beth Belton