Solomon Brothers

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The Rise and Fall of Salomon Brothers Treasury Bond Scandal- 1991 Executive Summary Salomon Brothers was at one time, the largest bulge bracket firm on Wall Street. Although it offered a number of financial services, it had established its name through the legacy of bond trading. Its bond trading department boasted of iconic traders of 1980’s era- John Meriwether and Myron Sholes.

Salomon Brothers can be considered as the founder father of mortgaged back securities trading on the Wall Street, an area in which it was a near monopolist for a long time with not much competition from other firms.

In 1981, Salomon Brothers which operated as partnership was taken over by Phibro Corporation and became known as Phibro-Salomon. With a lot of ups and downs in its fortune during the late 1980’s and early 1990’s, finally in 1997, it merged with Citigroup and became their Investment Banking arm called Salomon Smith Barney.

Finally the existence of the name of “Salomon” ceased when Citigroup decided to drop the name in 2003 and branded its investment bank and underwriters as Citigroup Global Markets.

We chose to work on the topic “The Rise and Fall of Salomon Brothers” as this topic offers an insight into the development of a particular securities market- the Mortgaged backed securities, the dominance of the market player, the culture of the firm and finally the scandal which served as the turning point of fortunes of ‘once the market leader’ or metaphorically- the final nail in the coffin.

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Background Salomon Brothers was founded in New York City in 1910 when three brothers-Arthur, Herbert, and Percy Salomon broke away from their father Ferdinand’s money-brokerage operation and went into business for themselves.

Who Bought Salomon Brothers

The company was primarily a bond trading firm. The private company entered equities in the mid-1960s and between 1962 and 1964, Salomon more than tripled its underwriting business, from $276 million to $873 million. They entered investment banking in the early 1970s and established themselves with Pepsi-ICI merger among others. Since till 1981, the firm operated as a partnership, it had a close-knit culture and partners put the firm’s interest before their own. There were no issues over compensation or credit for work and slowly but surely Salomon was climbing the ladder of being a bulge bracket firm of Wall Street.

As Salomon partner Abraham Eller once explained, “. . . what helped make Salomon Brothers was not only the partners, but that the men they hired were hungry. … We weren’t the sons of rich men. ” However, in 1981, it was taken over by the Phibro Corporation and became a corporation with the name Phibro-Salomon Inc. until 1986, when Salomon gained control and changed the name of the parent company to Salomon Inc. In 1980’s under the leadership of John Gutfreund, Salomon participated in the leveraged-buyout boom of the 1980s and did deals like Xerox’s acquisition of Crum & Foster and was also the adviser by AT&T.

In 1985, the firm’s peak year, Salomon brought in $760 million in pre-tax profits. In 1987, the company’s capital reached $3. 4 billion. Legislations which fuelled growth The following changes in legislation led to a conducive environment for bond trading and the development of the mortgage backed securities market which in turn impacted the fortunes of Salomon Brothers: * In 1979, the Federal Reserve announced that that the money supply would cease to fluctuate with the business cycle. Bond prices moved inversely with interest rates.

Bonds became the means of “creating wealth rather than merely storing it. ” The industry’s revenues rose from $16 billion in 1980 to $51. 8 billion in 1988. * In 1981, Congress passed a tax break which allowed thrifts to sell all their mortgage loans in order to put their money to work for higher returns. Subsequently, the volume of outstanding mortgage loans increased from $700 billion in 1976 to $1. 2 trillion in 1981, and the mortgage market surpassed the combined U. S. stock markets as the largest capital market in the world. The SEC’s Rule 415, enacted in 1982, where corporations were allowed to register in advance all the securities they intended to issue over the next two-year span (“shelf registrations”) and Salomon Brothers was the industry’s leader. * The protection of the Glass-Steagall Act, which stopped commercial banks to underwrite and distribute most securities ended and the competition intensified. Overall, the beginning of the 1980’s decade led to an explosive growth in the bond markets and Salomon was ready to jump on the opportunity as it was one of the few Wall Street firms to have a proper mortgage trading department.

Culture of the firm In order to understand the culture of the firm, we read the book Liar’s Poker written by Michael Lewis who was a bond salesman in Salomon Brothers and gives an inside account of the culture prevalent in the firm. Bond Traders and Salesmen: The two major classes of people at Salomon were the bond traders and salesmen. More than any other firm on the Wall Street, Salomon was run by bond traders who kept an eye on the market and made most of arbitrage opportunities while the salesmen gave information to the traders about the sentiments in market.

The CEO of the company John Gutfreund also started off as a trader and spent his time at a large desk over seeing one end of Salomon’s bond trading room. The trading floor—the 41st floor, which was known as “Power Central”—was actually the power centre of the firm. He promoted an environment of risk-taking and agility and the Salomon Trading floor had minimal supervision, minimal controls and no position limits. That is, a trader could buy or sell as many bonds as he thought appropriate without asking. With an increase in business, the firm recruited widely.

The firm, which had employed 2,000 people in 1982, tripled to 6,000 people by 1987. ” Due to excessive focus on generating revenues, one insider put it as, “competing fiefdoms replaced interconnected businesses. ” and “Making money was mostly what mattered. ” Also, the mortgage department which made the maximum money had a culture of its own promoted by Ranieri (head of the department) which alienated it even more. According to Ranieri, “The reason everything was separate was because no one in the firm would help us. They wanted us to fail. ” The Scandal This scandal was unique in itself as it shook the foundation of the sacrosanct $2. trillion government securities market which was considered too big to rig. The conventional wisdom was shaken to a great extent and regulations tightened for all the 40 primary designated dealers of T-bills and government bonds. Orchestration of the fraud: Paul Mozer, Managing Director of Salomon Inc. ’s government securities trading desk, submitted three separate bids for the U. S. Treasury’s $9 billion 5-year treasury note auction on Feb. 21,1991. Each of the bids was for $3. 15 billion, or 35% of the total bond offering, the maximum bid the Treasury would recognize from any individual buyer.

Since two of the bids were submitted under the names of outside firms who were Salomon customers, Warburg and Quantum, the Treasury accepted all three bids. The Treasury was unaware that only Mozer’s bid in Salomon’s name was legal. The other two were unauthorized customer bids placed by Mozer trying to get Salomon a larger share of the auction. However, what Mozer did not know was that Warburg had taken part in the auction with a $100mn bid and with combined bid of more than 35% in name of Warburg; Treasury started an investigation which uncovered the plot of Mozer.

This scandal led to the firing of Mozer, resignation of the top brass including Gutfreund and a loss of reputation of Salomon Brothers which they never recovered. Aftermath: This scandal shook the confidence of participants in the government securities market and led to investigations by Federal Reserve Bank, the Justice Department and the Securities and Exchange Commission. The Treasury Department re-examined the records of every auction since 1986, a total of more than 200, searching for evidence of collusion with customers to violate the 35% rule.

Salomon was fined $290 million as damages but it escaped criminal charges. The Treasury however, banned Salomon from bidding in Government Securities market. After the resignation of John Gutfreund, majority stakeholder Warren Buffet was made the chairman to revamp the organisation. He also convinced the Treasury to lift the ban as it would lead to Salomon towards bankruptcy. The firm became a victim of its own culture and finally the name of Salomon ceased to exist on the Wall Street which it had once dominated. Joining the dots

Having done a course on Ethics, analysed case studies of Enron, WorldCom etc, made us realise that the frauds/scandals do not germinate over night; rather they are fruits of greed which is perpetrated by the Top management either directly or indirectly. As mentioned earlier, the culture of Salomon Brothers was such that traders were given a free hand as long as they generated revenues and were never questioned. This led to the audacity of Mozer wherein he submitted false bids not just the time when he was caught but in other auctions as well and had landed in trouble with the Treasury before.

Had a proper system of reporting and accountability existed, the previous instances would have been known to top management and the entire scandal could have been averted which tarnished the reputation of the firm. At the same time, we believe, Treasury department should have been more vigilant as market participants i. e the 40 primary dealers could always collude and try to take the maximum out of the pie of the auction. Having a system which was transparent such that the bids could have been monitored by all the participants would have lead to detection of anomaly of bids in much short period of time without any extensive examination.

The main learning that we can derive out of this study is twofold- * Promotion of Ethics and fair dealing as a part of corporate culture of the organisation following a top-down approach such that lower level employees get motivated from the conduct of senior levels * No matter who the participant is and the financial market in question, the regulator has to be vigilant at all times and have a stringent set of rules and regulations as well as penalties in place which deters market participants from erring.

References: http://www. fundinguniverse. com/company-histories/Salomon-Inc-Company-History. html http://en. wikipedia. org/wiki/Salomon_Brothers#Long_Term_Capital_Management http://www. time. com/time/magazine/article/0,9171,973726-2,00. html http://www. answers. com/topic/salomon-brothers Robert Sobel, Salomon Brothers 1910-85: Advancing to Leadership Michael Lewis, Liar’s Poker Salomon Brothers: “Apologies are Bullshit”- pdf