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New
York: Now that
Congressional investigators have looked at the role of accountants
and insiders in the Enron debacle, they are widening their
investigation and focusing on Wall Street and the role it played
in the company''s rise and collapse, The New York Times has
reported.
Democratic
Senate leaders have put Wall Streets relationship with Enron
and potential financial conflicts of interest at the top of a
broad Enron-related legislative agenda that was announced last
week. Meanwhile, the House committee leading the Enron
investigation is gathering documents and preparing to summon Wall
Street executives.
These Congressional
inquiries, still in their early stages, will examine the way Wall
Street firms structured and sold Enrons limited partnerships.
They also will look into the reasons Wall Street firms were
issuing recommendations to buy Enron stock while they had detailed
information about Enrons poor financial condition.
"Were trying to
understand whether Wall Street firms had a vested interest to pump
up Enron stock," says Senator Byron L Dorgan, a North Dakota
Democrat and chairman of the Senate Commerce subcommittee
investigating Enron. "Even as Enron was collapsing, analysts
were pushing a strong buy. Did investment banks have an interest
in trying to keep the stock from falling too far and was there an
attempt to deceive investors?"
No date has been set for
committee hearings, nor have individual firms or executives been
named. But already, some members of the Congress have said they
would like to examine arrangements involving Merrill Lynch, which
underwrote and invested in some of Enrons off-the-books
partnerships; Citigroup, which structured some of the deals to
remove poorly performing assets from Enrons balance sheet; and
Alliance Capital, which aggressively bought Enron shares for
public pension funds as the stock tumbled in value.
"You can expect to
see some Wall Street investment bankers and stock analysts coming
before our committee soon," says Representative Diana L
DeGette, a Colorado Democrat and member of the main House
subcommittee investigating Enron. "The whole Enron situation
is ripe with conflicts of interest and Wall Street is no
exception. We want to explore how much those conflicts lead to the
huge overvaluation in Enron stock."
Among the questions to be
explored is whether Wall Street firms urged investors to buy Enron
shares in order to protect their relationships with Enron. Others
will ask why some investment banks had an accurate picture of
Enrons poor financial health but did not share it with their
own customers.
Still others will look at
whether Enron pressured Wall Street firms to push Enron shares
into clients portfolios or to put money into Enron
partnerships. In addition, lawmakers will raise the question of
whether Wall Street helped facilitate Enrons deceptive
financial practices.
"We cannot say that
we have evidence of wrongdoing," says Representative James C
Greenwood, a Pennsylvania Republican and chairman of the House
Energy and Commerce subcommittee leading the Enron investigation,
"but we certainly have concerns."
Yet taking on Wall Street
is not an easy matter. Not only has Wall Street been a leading
campaign contributor, but it supports a powerful lobbying force
with considerable influence. For example, it took more than 17
years for the banks and brokers finally to agree on a
modernization of securities laws.
For that reason, the
Congress may tread carefully. "This is not going to be an
investigation of all firms," Senator Dorgan said. "But
investment banks were enabling the Enron partnerships and
participating in them, and we need to understand what
happened."
Dozens of Wall Street
firms were involved in financing Enrons rapid rise, selling its
stocks and bonds, arranging acquisitions and, later, putting
together the off-the-book deals that masked Enrons true
financial condition. In doing so, these firms earned tens of
millions of dollars in fees and put billions of dollars of Enron
securities into the market.
They helped Enron on the
way up and on the way down. As Enrons downward spiral began,
Wall Street firms among them Credit Suisse First Boston,
Citigroup and Deutsche Banc Alex Brown helped finance Enrons
side partnerships that removed lagging assets from the companys
balance-sheet. In these deals, the banks arranged partnerships
that allowed Enron to appear more profitable than it actually was
and then sold several billions of dollars in bonds backed by Enron
stock.
In other cases, dozens of
banks and brokerage firms were approached about investing in Enron
side partnerships and were shown confidential documents disclosing
the extent of Enrons off-balance-sheet deals. Yet this
information was considered confidential and not shared with Enron
shareholders or clients of these Wall Street firms.
One of these firms was
Merrill Lynch, the nations largest retail broker, which was the
underwriter of a partnership called LJM2. Other LJM2 investors
all of whom had more information about Enrons finances than
Enron shareholders were Citigroup; Travelers Insurance, a
Citigroup unit; an investment group affiliated with Morgan Stanley
Dean Witter; and a group of Merrill Lynch executives.
A spokesman for Merrill
Lynch, Joseph Cohen, says: "There is no need for us to
comment. Our dealings with Enron were proper." John Meyers, a
spokesman for Alliance Capital, which was the largest
institutional holder of Enron shares, says: "Given the
information available at the time, we consider our investment to
be reasonable." Citigroup declines to comment.
Speaking for the
industry, Marc E Lackritz, executive vice president of the
Securities Industry Association, said Wall Street, too, was hurt
by the Enron collapse. "We hope that Wall Street will not be
pilloried. Weve been victimised like other investors. Our
analysts were stonewalled and lied to and didnt have adequate
information. We were victims, too."
Securities experts say
this line of Congressional inquiry highlights ways that safeguards
put into investment banks to protect confidential information can
hurt investors. Some experts, like Arthur Levitt, former
Securities and Exchange Commission chairman, have even suggested
that Wall Street firms refrain from making stock recommendations
on companies whose deals they are financing.
"Clearly, when you
see analysts recommending a buy after the company has declared
bankruptcy," Levitt says, "and when you see many of
these schemes devised by investment banks, there are quite a
number of items that bear looking at. Firms may very well consider
not doing research on companies they have an underwriting
relationship with."
At the heart of many of
the Congresss questions is the so-called Chinese Wall that
prevents Wall Street firms providing investment banking services
to Enron, or any other corporate client, from sharing financial
information with their own stock analysts who make buy and sell
recommendations on stocks.
"One of the
questions to be investigated is whether we need to keep some
information flowing between the two sides of a firm," says
John Coffee, a securities law expert at Columbia. "One side
of the firm knows it is dealing with a highly risky leveraged
company, but the colleagues across the office are putting out a
very bullish recommendations, which they would not do if they knew
about the risk."
Joel Seligman, a
securities expert and dean of the Washington University Law
School, says if the Congress is considering eliminating potential
conflicts within accounting firms, it should consider the same for
investment banks. "There should be a systematic prohibition
on a firm recommending a stock while it is
being underwriting. Perhaps we should go further and have
investment banks chose whether to provide brokerage or
underwriting, but not both."
That proposal may get a
hearing in Washington. "It''s not a bad idea," says
Representative DeGette. "It''s the same thing as with the
accountants."
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