Investment banking: Difficult times may give rise to a different model

Very interesting article publshed in Financial Times (www.ft.com), writed by Brooke Masters and entitled "Investment banking: Difficult times may give rise to a different model":

"Of all the financial services sectors, investment banking has been hit the hardest by the turmoil of the past year or so.

Not only have such venerable houses such as Bear Stearns and Lehman Brothers disappeared, but the survivors have had to find well-capitalised partners or reconstitute themselves as traditional commercial banks.

Volatile equity markets, the credit squeeze and the sharp decline in activity on Aim have made it hard for corporates of all sizes to raise money and have hit the bottom lines at bulge-bracket investment banks and smaller boutiques alike.

Many institutional investors are sitting on the sidelines and most banks are reluctant to lend.

Yet companies still need to raise money: to keep going, refinance debt, or take opportunities. That makes them even more dependent on their advisers to help them find a way through what everyone agrees are difficult times.

“In these volatile times, it is crucial to be close to the markets, so we can advise clients on how shareholders will react to corporate developments. When it comes to capital-raising, our ability to judge the market and move quickly are important,” says Naguib Kheraj, chief executive of JPMorgan Cazenove.

Very few deals are likely to get done before Christmas and some bankers think the slowdown could continue through the first few months of next year.
Investors and lenders, they say, are waiting to see first quarter 2009 results to get a sense of where earnings will go.

As a result, many corporate advisers are using this period to help clients get ready for tough scrutiny.

“Cash is still king, so advisers will be spending a lot of time over the several months helping their clients take a hard look at their balance sheets to determine the most advantageous mix of assets.

“Those who have managed their resources well will have a big advantage,” says Marisa Drew, a Credit Suisse managing director who is co-head of the European global markets solutions group and the European leveraged finance origination group.
The next year may see the return of private equity-backed deals, albeit on a far smaller scale than in pre-crunch days.

“Private equity deal volumes have fallen away, but dialogue and the search for opportunities has not,” says Simon Tilley, head of the European Financial Sponsors Group at Close Brothers. “Identifying and delivering bolt-on acquisition opportunities is a key focus for private equity sponsors and for our business.”

Some bankers believe the financial crisis will prove to be a great opportunity for the big universal banks, such as Citigroup and JP Morgan, which can talk up relationship banking, their top-tier mergers, and how they can offer acquisition advice, financing, foreign exchange and cash management all at once.

“Historically, we have supported our clients through difficult times and we expect this downturn to be no different,” says Tom King, head of Europe, Middle East and Africa Banking at Citigroup.

Companies interested in tapping the big banks for financing may find they have to offer other businesses as a sweetener. Lenders have become highly selective about which deals they will back, and institutional investors are also having to husband their cash.

“Companies need to foster and guard relationships with these organisations, as it is longer-term knowledge, shared experiences and the resultant loyalty that will have a bearing on the provision of services and financial backing – be that equity provision from fund managers, debt funding from banks or advice from investment banks,” says David Currie, head of UK investment banking at Investec.

On the other hand, difficult markets may also prove to be an opportunity for a completely different model because some companies will want independent advice that does not come with strings attached.

They are likely to turn to a wide variety of service providers, ranging from Rothschild and Lazard via boutiques such as Greenhill Partners and Fenchurch, to the corporate finance arms of the big accounting and consulting firms.

“Independence from a trading arm and balance sheet for funding will be an advantage both in terms of escaping the fallout and also reputation and reliability – and this is something that corporate finance boutiques and professional services firms alike will be able to leverage and benefit from,” says Neil Sutton, Head of UK Corporate Finance, PwC.

“We may therefore see a re-ordering of adviser brands, where independence and agility in the face of turbulence win over more traditional investment banking names or newly established boutiques.”

After the 2001 dotcom crash, some financial services industry observers predicted the emergence of a “barbell effect” in which universal banks and independent boutiques would prosper, while those in the middle were pushed out.

Independents certainly grew. According to Thomson Financial, in 2000, independent advisers advised on 19 per cent of global M&A. In 2007, the figure was 38 per cent.
But the banks in the middle prospered as well, because the whole pot got bigger and all sizes and kinds of investment banks did well. This downturn may bring about that long-expected squeeze. It may already be under way.

The last big US independent investment banks – Morgan Stanley and Goldman Sachs – are rushing to add a retail component, and retail banks such as Barclays – which picked up large parts of Lehman’s US business – and Bank of America – which is merging with Merrill Lynch – are expanding their advisory side.

It will be up to their clients to make clear which model they prefer.

Copyright The Financial Times Limited 2008

US and EU: Mutual Recognition in Securities Markets

SEC and European Commission had a wide-ranging discussion on topics of mutual interest, including the current market volatility, accounting standards, sovereign wealth funds, credit rating agencies, XBRL developments and mutual recognition of securities regulation. With regard to the recent market movements, they discussed national and international efforts to analyze the circumstances resulting in the loss of market liquidity and mitigate its recurrence.

On mutual recognition, they agreed that the goals of a mutual recognition arrangement would be to increase transatlantic market efficiency and liquidity while enhancing investor protection. An EU-US mutual recognition arrangement for securities would have the potential to facilitate access of EU and U.S. investors to a broader and deeper transatlantic market, increase the availability of information about foreign investment opportunities, promote greater diversification of securities portfolios, significantly reduce transatlantic trading and transaction costs, and increase oversight coordination among regulators.

As a first step, SEC and European Commission staff, assisted by the Committee of European Securities Regulators, would need to develop a framework for mutual recognition discussions. The mutual recognition process will also require consideration of a fair and orderly methodology for initiating discussions with the EU and interested Member States, taking into account limitations on resources available for carrying out the relevant assessments. Without prejudice to their respective domestic processes, Chairman Cox and Commissioner McCreevy jointly mandated their respective staffs to intensify work on a possible framework for EU-US mutual recognition for securities in 2008.

They jointly declared, "The U.S. and EU, which comprise 70% of the world's capital markets have a common interest in developing a cooperative approach to reducing regulatory friction and increasing investor access to investment diversification opportunities and enhancing investor protections. The concept of mutual recognition offers significant promise as a means of better protecting investors, fostering capital formation and maintaining fair, orderly, and efficient transatlantic securities markets. As we consider implementation of this concept, we encourage input from market participants."

Commissioner McCreevy and Chairman Cox agreed to work closely together during the year to review overall progress. In addition, SEC and European Commission officials and CESR staff plan to hold regular technical meetings over the year to begin to develop a mutual recognition framework.

CE to tackle tax discrimination against foreign dividends

The European Commission has adopted a Communication aimed at providing guidance for EU Member States and Accession States on how to render their systems for taxing dividends received by private individuals compatible with the EC Treaty. An analysis of the case law of the European Court of Justice makes it clear that EU Member States' tax systems should not hinder individuals from investing in foreign shares. Member States cannot levy higher taxes on dividends from companies in other Member States than on domestic dividends and, similarly, they cannot levy higher taxes on outbound dividends than on domestic dividends. The Commission calls on the Member States to co-operate in order to deal quickly with the issues examined in the Communication but this would not involve harmonisation of their systems. If Member States cannot agree on solutions, the Commission will be obliged to initiate legal action against those Member States whose dividend tax rules do not comply with the Treaty. The Communication is an element of the strategy for the EU's future tax policy that the Commission announced in May 2001.
"Citizens investing in foreign companies are entitled to the same tax treatment as citizens investing in their own country and, likewise, dividends paid to non-residents cannot be taxed at a higher level than dividends paid to residents" said Taxation Commissioner Frits Bolkestein.

Co-ordinated action
The Communication analyses the decisions of the European Court of Justice concerning taxation of dividends. Essentially, the Court has made clear that subjecting inbound or outbound dividends to higher taxation than domestic dividends constitutes a restriction on the free movement of capital in violation of Article 56 of the EC Treaty.

The Communication focuses on the taxation of individual shareholders because this is the area that is most problematic in practice. The taxation of dividends received by companies is to a large extent covered by an existing Directive (the Parent-Subsidiary Directive - 90/435/EEC) which provides for exemption of withholding taxes on the payment of qualifying dividends and credit or exemption in the hands of the company receiving them).

The Commission proposes to discuss its findings with Member States and to suggest co-ordinated action to ensure alignment of their dividend taxation legislation with Community law. The purpose would be to ensure rapid removal of any existing tax obstacles to cross-border investment.

The purpose would not be to harmonise national tax laws, as Member States are and should continue to be free to determine what tax they levy on dividends as well as the type of dividend tax system.Where Member States do not agree on appropriate solutions, the Commission intends to examine the relevant national rules and take the necessary steps to ensure their compliance with the fundamental freedoms of the Treaty, including, where necessary, bringing cases before the Court of Justice.