Banks and their environments. Sten Jönsson GRI - reflections on a set of book reviews Gothenburg University Introduction Part of our efforts to gain some knowledge of bank management against the background of the recent financial crisis, which cannot be described other than as a gigantic management failure 1, is to study the history of banks in their environment. The knowledge we gain from such studies may have the form of book reviews and related reflection as in this report. - Book Review 1 (by Sten Jönsson) Raymond de Roover, (1963), The Rise and Decline of The Medici Bank. Cambridge, Mass.: Harvard University Press. This book is a classic written by the Belgian de Roover, who worked as an accountant in a bank and then in a shipping company before travelling to the USA to get an MBA at Harvard in 1938. He received his PhD at the University of Chicago. He has published on the history of banking, negotiable instruments, and accounting. Mrs Florence de Roover, a renaissance scholar, introduced her husband to the Medici archives and helped him with critical reviews. The book is a classic in business history and is focused on and based in archival work. The institutional background (e.g. usury, the money-changers guild, catasto (income return for taxation)), the antecedents to the starting of the bank, the glorious days of Medici under Cosimo’s directorship, and the organization of the bank (in many aspects similar to Handelsbanken) are described. This first section is followed by a description 1 Markets do not fail, they emerge as large numbers of reasonable actors enter into exchange to improve their lot. Markets do not do much – and they certainly do not know how to set the right price! 1 of the money market of the times (bills of exchange), the Medici as Merchants (alumn and iron), and as industrialists (wool and silk), and as bankers to the Pope. Three chapters are devoted to the different branches throughout Italy and Europe. A final chapter tells the story of the decline of the Medici bank. Institutional background From the Crusades to the Great Discoveries Italy was the dominant economic power in the western world. Merchants were the middlemen of spices from the Levant, silk, cloth, wool. Banking prospered with trade since the transfer of payment for goods best was accomplished through bills of exchange (transporting money over land or sea was risky). In bank dense Florence and some other centres there even was a market for those financial instruments. The Italians were good at organizing business in partnerships (the Medici bank was organized as a holding company), they had double entry book-keeping, and introduced what could be seen as insurance for marine transports. They developed a body of mercantile law. The Florentine were global businesses with as many as 90 employees in branches across Europe. The Medici bank is remarkable because of its good archive; up to 1450 there are an unbroken series of account books (confidential ledgers). After 1450 the material is largely business correspondence. The Medicis are known for their role in Art and politics as well. As a matter of fact it seems like their politics was the cause of the decline. The institutional background to consider is the problem that the Church forbade the taking of interest (usury). The banks solved this by focusing the business on Bills of Exchange (sometimes “dry”, i.e., without any goods transaction behind it). Fees were included and profit from differences in exchange prices of currencies (Florins were higher valued in relation to the pound in Florence than it was in London). A permanent problem throughout was the unbalanced trade (from Italy to Northern Europe, plus the flow of payments to the Vatican). As bankers Medici had to be members of the Money-changers Gild. De Roover notes that the regulatory power of the Gild was rather limited and it did not interfere much in daily business. There was a direct tax in Florence based on individual tax returns (catasto), which should not be expected to lead to overvaluation of assets. 2 The global firm of the 15th century. The Medici bank, like many of its competitors, had branches in many centres of commerce across Europa. From a modest beginning in Italy (branches in Florence, Rome, Naples, Venice) in the early 1400s it expanded to 13 businesses in 1450 (branches in Ancona, Avignon, Basel, Bruges, London (subordinated to Bruges, Florence, Geneva, Pisa, Rome, Venice, Woolshops 1 and 2, and a silkshop in Florence). The executive managers of the different branches were usually co-owners, and their duties were regulated in detail in management contracts for up to 5 years (which could be terminated by the principals (maggiori) at any time). It was quite common that the branch managers had a share in profits (and losses) that was larger than their ownership share. A factor was a manager who was authorized to enter binding deals for the firm. It was not the signature alone but the whole text of a Bill of Exchange that had to be written in the factor’s hand to be valid. A factor could be promoted to partner (invest his own money in the branch) and employees were groomed by being sent to different branches to learn the business. Employment was closely monitored by the principals and was largely based on family and trust. The legendary Cosimo was not sentimental about dismissing non-performing managers, but his successors seem to have been too tolerant for the good of the firm, which contributed to the fall of the bank. In cities where Medici had no branch of their own they did business through representatives or silent partnerships. The Rome branch was somewhat different from the other branches in that it was run without capital. This was a result of the flow of funds in this century, inward toward the pope, and of the fact that members of the Vatican court deposited money with the bank (against other remuneration than interest – usury). The instrument on which most of the banking business was built was the bill of exchange. The basic value of this financial instrument was that it was a much safer way of transporting payments across Europe (land or sea). For this to function smoothly there had to be a money market that could liquidate such instruments (and provide for some trade credit). The power of the Italian banks in Europe came from this money market effect – there were several dozens of banks in Florence at the time. The Hansa 3 League had, according to de Roover, a much clumsier and slow way of dealing with payments and could not compete in Western Europe (except perhaps in London). Trade was the very reason for doing banking business. As mentioned Medici had two wool shops and one silk shop during most of its lifetime. One could see that good management made a difference by comparing the two wool shops in Florence. The best wool was imported from Britain, which was difficult business since the King would control the trade and collect custom fees (or borrow money on the promise for the lender to collect fees during a certain period). The Medicis also had trade in materials like alum, which was used to clean wool. However, contracts with the pope to secure monopoly in (sometimes threatened by the Turks) did not work out so well. Political games were frequent around trade. The most dramatic, and one reason for the decline of the bank, was the ill-conceived strategies of its representative in Brügge, Portinari (who had intrigued his way to the top there). The issue of appointing Portinari to manager in Brügge came up in 1464, the year Cosimo died. The contract was written by Piero (Cosimo’s elder son) in 1965. Both of them hesitated because they considered Pontiari too reckless in business. Once installed he ventured into projects like buying the rights to the toll on wool at Gravelines (bordering on the English enclave of Calais) hoping to collect on all import to the Low Countries now that the Duke of Burgundy had banned all English cloth from his dominions. Unfortunately he did not include English counter measures in his calculations. Furthermore he persuaded the Medici to buy two Burgundian galleys, surplus material from the Burgundian fleet now that the crusade against the Turks did not materialise due to the death of the pope (Pius II). Those galleys were costly and difficult to fill with cargo both ways as required for profitability. Brügge and its relation to London was a constant problem to the maggiori. The decline During Cosimo’s reign the Medici policy was to avoid lending money to princes, or the court (the state as it were) because princes often had no intention of repaying. Still Cosimo was not foreign to use his financial resources politically. He avoided death by bribes, but was expelled from Florence in 1433, when his enemy Rinaldo degli Albizzi had him arrested and argued for execution – only to be called back a year later. Florence was involved in complex and shifting alliances and wars at the time (Machiavelli, 2010). 4 When Cosimo died in 1464 the Medici bank was already past its prime. His older son Piero had been trained in politics rather than banking. Machiavelli (2010) claims that Piero caused discontent and many business failures by calling many outstanding loans. De Roover (1963) says, true that Piero initiated an audit to see what state the business was in and that audit revealed that the bank was in poor condition. He therefore took steps to close down the Venice branch that was unprofitable, and he sent Tani to try to solve the London problem by negotiating a deal with Edward IV. He also ordered the Milan branch to reduce its loans to the Sforza court. Still de Roover maintains that it is doubtful whether the retrenchment of the Medici bank was the cause of “the epidemic of bankruptcies which broke out in Florence shortly after Cosimo’s death” (p. 359). It was rather that many of the firms that went bankrupt had business with the Levant, which was cut off with the war between Venice and the Sultan that lasted between 1463 and 1479. There was more to come. Piero died already in 1469, and was succeeded by his sons Lorenzo and Giuliano, aged 21 and 18, who necessarily became dependent of their father’s advisors. Lorenzo soon developed into a gifted politician but was not interested in banking. He relied completely on Francesco Sassetti, a long term employee, who became the real manager at the headquarters. Due to Sassetti’s policy of allowing branch managers too much room for extravagant manoeuvres the “maggiori” lost control of the Medici group and mismanagement in some branches was allowed to go on for too long. The Brügge branch and Portinari has been mentioned above (his brother Pigello was not much better as manager in Milan as he got entangled in ever increasing loans to the Sforza court). The other cause of decline was the Lyon debacle of Lionetto de’ Rossi. Up to 1463 the leading fair for merchants had been Geneva, but that year the French king Louis XI issued a decree that exempted all merchants that came to Lyon from toll. Medici’s Geneva branch moved to Lyon in 1466 to be where the business was. The name of the branch became Francesco Sassetti & Co (although the Medici provided 66 % of the capital. At first the Lyons branch was successful, but soon the first branch manager was expelled from France (for supporting enemies of the King). The second managers died within a year, and the third manager, appointed in 1470) was the infamous Lionetto de’ Rossi, who had been a factor with the branch (first in Geneva and then in Lyon) since 1453. The first sign of problem appeared in 1976 where headquarters complained that 5 the balance sheet submitted by Rossi was “too full of slow debtors and stocks of merchandise”. An intervention from Leonardo made him promise to mend his ways, but soon, by 1480, the balance sheet showed a loss and Medici’s agent in Montpellier (Lorenzo Spinelli) was sent to investigate. Rossi did not like Spinelli’s spying on him. In 1482 Rossi sent two balance sheets, one to Sassetti and one to Lorenzo (this one with lots of explaining text). Rossi claimed that business had picked up and the future looked bright. He had managed to collect a lot of bad debts and build reserves. The letter to Lorenzo contained a number of accusations against Sassetti. The real problem was that Rossi had come into the habit of drawing on the Rome branch for payments but fail to remit promptly. Rome complained but matters soured when that branch refused to honour a draft by a French merchant on the Lyon branch. Another set of accounts sent in 1984 claimed that the Lyon branch was now free of bad debts and generated a profit. Spinelli was sent to investigate again and found Rossi “out of his senses”. Lorenzo trying to mediate called Rossi to Florence for a conference. Rossi took his time to set out on the trip. When he arrived, months after being called, he was put in the debtors’ jail. An audit of the books showed manipulation and a frightening loss. Spinelli was persuaded to take over and clear things up, which were a formidable task since “the maggiori” were slow to provide fresh capital at the same time as they insisted on reducing debt. Turnaround by entrenchment is not an easy task. Sassetti, who had a (-n arrogant) son at the Lyon branch promised to stay on as manager at headquarters until the mess was cleared up. He visited the branch from May 1488 and found improvement and helped restore confidence. His departure was delayed for different reasons. A new management contract was set up in February 1489, but Sassetti died soon after his return to Florence, in March 1490. Soon Lorenzo de Medici also died and the entire Lyon branch was expelled from France as a result of new hostilities between the French king and Florence. After the failure of the war efforts of the king Spinelli and staff returned to Lyon but were unable to run a profitable business without capital. The fate of the Lyon branch illustrates how accounting fraud undermines trust and how difficult it is to re-establish trust by the new regime when there is insufficient capital infusion. Lorenzo devoted his energy to try to save the bank from 1478 until 1494 when the Medici rule of Florence was overthrown and all property seized. Giovanni Tornabuoni 6 and his son were charged with continuing to run the bank but without capital it soon perished. It should be mentioned, to illustrate business conditions of the time that the Pazzi bank, probably the second largest bank in Florence, saw what trouble the Medici bank was in. Was it heading toward bankruptcy or did it need a push? The Pazzi conspiracy was based in the idea that by toppling the bank one could also remove the Medicis from political power. There was an attempt to assassinate the two Medici brothers (Lorenzo and Giuliano) in a church in April 1478. Giuliano was murdered but Lorenzo escaped with his life… What one can learn from Medici: 1. The Medici bank was run on trust with branches given much leeway during the growth period under Cosimo. Still Cosimo was a strong willed and watchful “maggiore”. He had a co-manager (Benci) who matched him in diligence. Lorenzo de Medici had a co- manager too (Sassetti) but did not pay much attention to banking during the first decade of his reign. A key to success for Cosimo seems to have been careful selection of trusted branch managers and a watchful central eye on branch performance. 2. The lack of loyalty of some branch managers (Portinari and de’Rossi) resulted in accounting fraud that was dealt with all too leniently; Lorenzo claiming that he “did not understand these things” by a second-in-command principal. 3. Mismanagement, which included tying up capital in bad debts (sovereigns not intending to pay but to borrow more against promises of future cash flows like toll income) and merchandise, made the bank vulnerable to declines in business due to the war between Venice and the Sultan. 4. Involvement in politics and establishing bonds with power centres are risk generators. Reflections concerning the roots of banking: It seems to me, reflecting on the fate of the Medici bank and many other banks in Florence, that banks prosper when they develop in some kind of symbiosis with some other vital type of activity. In the Medici case it is trading that id the host activity. The 7 bank assumes risk against a fee and prospers as trade grows. The mechanism whereby this happens is simple; the seller of goods to some distant buyer does not want to let go of the goods until he has received payment while the seller mirrors this feeling in that he does not want to pay until he has received the goods. The bank intercedes with a bill of acceptance that provides payment in advance to the seller and sets transportation to the buyer in movement. This will take some time – wool from England to Florence will take 90 days all in all – and during that time the bank’s money is tied up in the transaction. A fee is in order. Furthermore there is a currency exchange gain to be made since the English value their currency higher than the Florentines do (and vice versa). The bank will do this risk taking well if it has well informed and connected representatives in both destinations who know the character of the parties involved. As the volume of trade grows the portfolio of accepted bills of exchange may grow. There will be enough capital generated to set up business in other trade centres or contract agents to represent the bank. The temptation to grow is there and the need for capital to cover irregularities in the discipline of payment (credit losses) grows. As the volume gets big the number of clients grows and soon a fair proportion of the clients are subject to similar risks. Like when Venetian traders specializing in trade with Mesopotania find that the Sultan has started a war with Venice and all trade is cut off from its sources. Their banks will fail. Or when a bank, flattered and amazed by the splendour of the court, decides to grant too big a loan to the sovereign – who does not really have any intention of repaying (not now anyway, the loan is a matter of financing a war) – and finds repayment dependent on the winds of politics. Let us look upon the symbiosis between banking and economic growth. Book review 2 (by Sten Jönsson) Banking and economic development – Some lessons from history. Edited by Rondo Cameron Oxford University Press. New York 1972. What was the role of banks in early industrial development in different countries with their different settings? This is the theme of this volume of essays on some countries 8 that “failed” (Austria 1800 – 1914, Italy 1861 – 1914, Spain 1829 – 1874, Serbia 1878 – 1912) and some that were successful (Japan 1868 – 1930, Louisiana 1804 – 1861, The USA 1863 – 1913). A common theoretical frame for the essays, presented by the editor in the introductory chapter, is the Gerschenkron hypothesis (1962). Gerschenkron saw industrialization as a process that spread from England and any country’s backwardness in relation to England varies directly with its distance to England. His hypothesis is that “Depending on a given country’s degree of economic backwardness on the eve of industrialization, the course and the character of the latter tended to vary in a number of important respects.” (Gerschenkron, 1962, p.353). Six ways of deviation from the English pattern depending on the degree of backwardness are mentioned: 1. The country experiences a discontinuous sudden spurt and high rate of growth in manufacturing output. 2. Its emphasis is on large scale of both industrial plant and enterprise. 3. Its emphasis is on producers’ rather than consumers’ goods 4. It puts greater pressure upon levels of consumption 5. The more backward the country is …. “the greater…. [is] the part played by special institutional factors designed to increase supply of capital to nascent industries and, in addition, to provide them with less decentralized and better informed entrepreneurial guidance.”(Gerschenkron, 1962, 353f) 6. It leaves a smaller role to agriculture. Cameron points out that it is deviation 5 that is of special interest in this book. The prototype, England, started out with relatively small enterprises that required little capital or specialized entrepreneurship. Initial capital was provided by the entrepreneur’s own savings (and those of friends, relatives, suppliers etc). Growth stemmed from reinvested profits. No outside source of capital was needed. But for Germany, that came later, technology and markets were more complex and size mattered. Because of the larger investment required and since entrepreneurs and “liquid capital” were less abundant banks became a prime source of entrepreneurship as well as capital. It was investment banks that indicated growth paths and provided advice for technological advance. The backbone of the German banking system came to be “universal” banks with board membership and “cradle to grave” business relations. In 9 this perspective the two-level system with an inner executive and a more advisory board (Aufsichtsrat) made sense. Russia, to take Cameron’s last summary example, was even more backward than Germany lacking also a proper banking system. Here the imperial government played a major role in initiating large-scale, capital intensive industries in the late 1800s. These industries could, in their first spurt of development nurture banks that could start to play a role similar to their German colleagues in later stages. This kind of reasoning by Gerschenkron was persuasive and was soon established as the standard approach to economic development. But there were some problems; first Gerschenkron seemed to have misunderstood the English banking system – it was legislation that limited bank participation in industry investment by local banks. As for Germany he was right in the description of the role of banks but wrong when It comes to the lack of entrepreneurship. In fact many of the most notable industrial firms predate the joint stock banks. And why did Germany succeed where Austria failed although they had similar initial conditions? True that the government in Russia took initiatives but it was in the form of public relations campaigns to enlist support for industrialization. Railway construction was important but it never exceeded 5 % of the government’s budget. The real agents of industrialization were entrepreneurs, engineers and investors, many of them foreign. Given these unique explanations for Germany and Russia it is difficult to see how a standard model a la Gerschenkron’s thesis could be applied to all countries. What we see in this book is an effort to expand and develop the Gerschenkron approach. There are a number of cases to consider: Austria 1800 – 1914 For Austria there is a period of several decades of industrial growth following the Revolution of 1848, called the “Gründerzeit” followed by a crash in 1873 with a long recovery period. From 1880 industrial output increased but growth was slow up to 1896 that saw an upswing that ended in the European depression of 1900. From 1903 to the beginning of the First World War there was renewed growth. The Gerschenkronian 10 “spurt” that can be found for Austria is from 1896 onwards (sometimes called “the second Gründerzeit”). Before the 1848 revolution the banking industry was dominated by the National Bank that served as central bank with monopoly of note issue. This bank served only the very wealthy bank houses, which were involved mostly in government loans and loans to the nobility. There was little traffic with industry. Still there was gradual development of industry, with beginnings on the large estates where landowners would set up ventures (textiles, mining, metallurgy), albeit on a small scale. These people also had access to credit in later stages. However banks then tended to take an interest in only those firms who had already established themselves. Up towards the crash in 1873 several banks were turned into joint-stock companies and speculation flourished. The effect of the crisis seems to have been that banks withdraw from involvement in industrial development and focused on current business. One explanation for this withdrawal (beside the crisis experience itself) was changes in tax legislation that discriminated against the joint stock form of incorporation. One interesting aspect is that from the 1860s onward banks started to take over all of the output of given firms on a commission basis and sold it through special bank sales bureaus (coal, sugar, petroleum, lumber…). The ties developed with industry were almost only with well established firms. The key-note was caution throughout the period. In the period banking in Prague developed to make the city the prime competitor to Vienna in banking. Government intervention (promoting industry) to keep up with Germany was frequent in the later period. Italy 1861 – 1914. By the 1860s 2/3 of the arable land in Italy was low yielding (per acre as well as per man hour) in comparison with other European countries. This generated only subsistence surplus and the domestic market for manufactured goods was remained small. Still Gerschenkron’s analysis indicated that the period 1898 – 1013 was the period of Italy’s “big spurt”. This suggests that the capital distributing mechanism became quite efficient during (or prior to) this period. A basic requirement for industrial growth to take off is that the domestic market for industrial goods grows and that the allocative efficiency of the financial system improves. The banking system cannot create savings but the government can use a 11 variety of policy instruments to further both aspects. After the unification of Italy was completed in 1871 a small group of industrialists, financiers, and landowners dominated the economy. There was no large middle class. There were new tariffs in 1878 and 1887, in 1885 there was an act to promote Italian shipping, and in 1886 the government started (together with Banca Generale and industrialists) the first modern steel mill. In this time the system of banks developed to match needs; the savings banks were restricted by their charters to cater for land credits, loans to municipalities. Although they had some credit to local industry this part declined from 1870 to 1914. In 1876 Parliament established the postal savings bank. These banks took savings accounts and invested in government securities only. Since the state came to play an increasing role in industrialization this was an important channel for funding industrial investment. From 1864 onwards cooperative banks grew in numbers. Their business was to fund small, local businesses (their members). By 1914 this category provided about 1/3 of the industrial and commercial credits by banks. It was the large scale commercial and investment banks (banche di credito ordinario) that provided the funds for large firms. On average 40 % of their assets were committed to industrial and commercial purposes. They also assisted firms by underwriting new issues of securities, turning them into joint stock companies etc. Although there were sever set-backs in the recessions of the 1870s, 1880s and 1890s this category recovered and expanded its share. There were, of course risks related to investment in industry, which banks vulnerable to recessions. The 1874-77 crisis meant that the number of joint-stock companies declined by 20 %. The risks in industry were compensated by speculation in real estate. Portfolio thinking. The government policy initiated in 1886 but pursued more vigorously after 1894 aimed to reduce risk in industrial investment. To that purpose Bank of Italy was established in 1894 as a lender of last resort. Before this financial panics were endemic in Italy. Spain 1829 - 1874 The development of the Spanish economy during this period can best be described as an effort that failed rather than as stagnation. Spain landed further behind other European countries than it was at the beginning. This is surprising first because of the promising developments during the 18th century, and second because other Western European countries did so much better. This while Spain was politically unified and independent. 12 The comparative failure in industrialization was a domestic affair. The role of banking in this period can be illustrated by the fact that up to 1843 there was only one joint-stock bank (savings banks not included) in Spain (also allowed to issue notes), by 1866 there were over 50 (21 of which could issue notes), and by 1874 there were 22 (of which one could issue notes). This development is closely related to the failure of industrialization. Three main policy mistakes by the government were responsible for this failure: 1. The government conducted a land-reform from 1836 to 1856, whereby it took land that formerly belonged to the Church, nobility and villages and auctioned it off in fairly small pieces. The compensation to the previous land owners was low, which diluted funds that could have been invested in industry. 2. Despite the additions to the state budget that the land reform provided the state was running a deficit (military expenditure), and the state borrowed from the banks. The average lending to the government by the Bank of Spain (1852 – 1873) was 4 times its lending to the private sector. The Caja de Depositos, a government agency, that enjoyed the largest volume of deposits of all banks devoted its total resources to provide funds to the government. Similar patterns for other banks. 3. Industrial enterprise was actively discouraged by a law passed in 1848, which submitted all corporations to government approval with a lengthy administrative procedure. This law was amended in the 1850s to promote railways, banking and mining, but not manufacturing companies. When investments in railways were selected as the solution this wave of investment came in ahead of demand and draw a large amount of bank lending. Hirschman’s reasoning about development through investment in excess capacity (Turnpike Theorem?) does not seem to bear out in the Spanish case. The financial capacity of the country was not large enough to provide financing for the industrial investment required to take advantage of the transport capacity generated by the railways. Railway companies remained low profit or loss operations, barely able to service their loans. The international financial crisis of 1857 did not help. The conclusion of the chapter about Spain of this period is that banks in the crucial period of 1856 – 65 followed the “line of least resistance” abiding by the guidelines marked by the government (investing/lending in government and railways) – flock mentality as it were. Serbia 1878 - 1912 13 During the period from being granted independence by the Berlin Congress in 1878 to the beginning of the Balkan wars in 1912 Serbia had an opportunity to set industrial development in motion on its own. Although time was short one must conclude that it failed. By 1911 Serbia still had all the signs of underdevelopment. One important structural change had occurred, though, the growth of a sizable financial framework. By the end of 1911 the country had 176 commercial banks, including 4 foreign affiliates. Industry prior to 1893 consisted of flour mills and other production related to agriculture. Growth came in other private industry. The land locked Serbia was dependent on Austria-Hungary for export and import. Livestock was an important export leader. The problem was that a Tariff war, initiated by veterinary arguments to put a brake on independence tendencies. This put traders in dire straits and they needed to place their funds somewhere while waiting for things to improve. Meat packing became a growth area. The newly independent state had budget problems; a large part went to the military but administration grew too. State industry was almost exclusively for military needs. Infrastructure investments. The government professed to promote industry, but action was limited to exemption from some taxes and import duties, but there was a constant lack of credit facilities. A central bank (although private) was set up in 1884 but its first issue of gold-backed 100 dinar notes failed. A later issue of 10 dinar notes was more successful and the money supply grew. This encouraged the founding of a large number of banks in 1884 – 1893 (there were many small savings banks at the time). The “tariff war” contributed to the increased money supply as traders had little use for trading credits. This was the opportunity to initiate industrial growth, but priorities were set on other grounds. First banks waited for a speedy resumption of the export of livestock to Austria-Hungary. In the meantime banks engaged in finding alternate routes for this trade and even established commercial agencies for this purpose. Only quite late in the period (1910-11) can we see direct bank investment in industrial ventures. The “national” interests involved even prompted banks to use political interests to their own advantage. The chapter points out that the ruling Radical Party sought to repair its lack of influence with larger financial institutions. The political and other uncertainties made foreign banks hesitate to engage in Serbia’s economic development. Then came the Balkan Wars. 14 Japan 1868 - 1930 Traditionally it has been claimed that the Japanese banking sector emulated and functioned much like the German one – banks functioning as universal banks to groups of companies often with owner interests. However this chapter gives a differentiated view. There is an interesting time dimension here. The period indicated above starts with the Meiji Restoration in 1868 when Japan opened up to modernization after having been a closed, traditional society with old traditions (e.g., samurais) for centuries. The end is when Japan entered into its fateful war efforts towards China and later in the Second World War. The author of this chapter divides the period into 3 sub-periods; the transition period 1868 – 1885, “the spurt” 1885 – 1905, and the initial modern economic growth. Transition The Meiji government, striving toward modernization, had to take various measures to obtain adequate revenues, establish a sound currency and a modern banking system. Progress was slow. It took a crisis, the Matsukata deflation 1881 – 1885, to set the stage for modern growth. Banks had stuck to traditional lending activities directed toward the agriculture and commerce rather than bond issue and industrial ventures. The few entrepreneurs had to finance projects, for instance in the textile sector, from savings, relatives and surplus from other activities. The spurt The last 15 years of the 19th century and the period up to the Russian-Japanese war 1905 the economy had its first wave of industrial investment. Did banks, especially their long term loans play a significant role here? The pattern is not homogeneous. The author examines the 3 (out of the 5 big banks) largest banks when it comes to industrial financing (Mitsui, Mitsubishi, Yasuda). These banks also came to be the core banks in the 3 largest “zaibatsu” (industrial groups). The analysis shows that bank strategies were somewhat different, that short term credits dominated, and that long term credits largely went to smaller companies with close links to the bank (the beginning of the zaibatsus). One should also note that a large proportion of the banks resources were used to buy government bonds. Between the World Wars 15 It was during this period that the banking system came closer to look like the German system. The transition was made possible because the zaibatsus had grown large enough to be self-financing in the war boom and the banks themselves had become large enough to embark on their own growth strategies (growing deposits, share issues, mergers). There had been a series of bank runs in the 1920 and now the public preferred to keep their savings in big banks. Loans went increasingly to non-zaibatsu firms. One of the bank runs mentioned above happened in 1927 due to an accumulation of “earth quake bills” in many banks. These bills were notes that borrowers were unable to pay after the earth quake of 1923, but which were guaranteed to other banks by the Bank of Japan. These toxic assets accumulated in banks and decisions by government to provide bail-out loans to banks with such bill came slow. This limited the space for the Bank of Japan in their monetary policies and people worried about their deposits. Another reason for savers to shift their deposits to bigger banks was the increasing visibility of “organ banks” in this period. Such banks had come to be dominated by their clients, became their financing organs, to the extent that they were forced to provide to make unsound loans to their clients. The survival of such banks hinged on the success of their one of few clients. Further concentration was achieved as the Ministry of Finance from 1924 started to persuade and assist small banks to merge. Also the larger banks were quite aggressive in mergers and acquisitions. This chapter illustrates the importance of the banking sector for the industrialization of Japan by pointing out that the banks related to zaibatsus (commercial banks) grew in terms of paid-in capital + deposits in relation to Japan’s GNP. This ratio grew from 44,2 % in 1911 to 80,9 % in 1926 (figures much higher than those of Western Europe and the USA). This growth is partly due to the recession of the period, but still indicates how banks assumed central positions in groups of companies. This is more like Germany, but the prior period seems to have had more emphasis on banks investing in small and medium sized growth firms (=taking on higher risks in industrial ventures). There seems to have been a path of development with different roles for banks at different stages. 16 Louisiana 1804 – 1861 Louisiana, purchased in 1803, is a counter-example in that we have a development of a banking system based in agriculture rather than industrialization. At this time New Orleans was already a trading city with 10000 inhabitants and accounted for 70 % of all manufacturing in the state. Up to 1836 the state legislature chartered 20 banks all located in New Orleans, but with branches in the sugar and cotton plantation areas. The state promoted banking by issuing state bond on their behalf or by endorsing bank bonds. By 1838 Louisiana had the second largest state debt in the USA, 95 % of it on behalf of banks. This to the reaction against banks. There was a bank run in 1837 and the panic lasted until 1842. There was a Louisiana Bank Act in 1842 that included various bank reforms focused on cash reserves, and in 1845 there was a stop to the chartering of new banks and to renewal of existing charters, later modified, This restrictive policy did not bring about “sound money” and also did retard the economic development of Louisiana. One significant effect was the shrinking of inter-regional trade via New Orleans. The kind of specialization of banks (property banks that provided mortgages to planters, improvement banks that financed canals, rivers and transportation facilities, and the commercial banks focused of trade credits) served a conserving purpose. By the beginning or the 1850s most of them had seized operations. An amendment of the banking legislation to allowed banks to count state bonds as legal reserves for bank notes. This gave room for development of “free banks”. Banks had devoted a negligible part of their resources to manufacturing and this continued. These free banks chose to engage in the promise of railroads, which still meant long term commitment of resources against short term deposits, and made them vulnerable to bank runs. The bankers of Louisiana allocated their resources to the promotion of agriculture and trade rather than to industrialization. They thereby served conservation, but within that frame they allocated resources reasonably well. The United States 1863 – 1913. On the eve of the Civil War the United States Congress established in order for the government to provide a uniform currency backed up by US government bonds. This would prevent panics of the kind experienced over the recent decades to reoccur. This was successful in the sense that panics where depositors wanted to turn their deposits 17 into specie. The panics after the war were about depositors turning their holdings into currency (US dollars) because they worried about the status of their bank (panics in 1873, 1884, 1893, 1907). These panics, however, did not seem to have any significant effects on the economic development of the country. The bank reform did have effects on the banking system, though. The reform raised barriers to entry, which had different effects geographically as well as the effect that the new mobility of funds between banks came to favour industrial finance. The second important effect was to tie the banking system (national banks were required to invest a proportion of the funds in government bonds) closer to the financial policies of the government. The reform set minimum capital requirements high, which prevented entry, but also stimulated “innovations” to circumvent the rules. It also prohibited mortgage loans of national banks (but it did stimulate resumption of state banking in agricultural areas). Before the Civil War country banks tended to deposit some of their funds in other banks in trading towns up the stream of goods. This tendency was emphasised through the bank reforms. In this way New York came to be a centre of concentration of bank funds. This tendency also served a mobilization function with regard to industrial investment. One should also note that from the Civil War up to 1893 the federal budget was in surplus every year. This surplus was used to reduce debt that had accumulated during the war. This transfer of public funds to private also contributed to a very favourable climate for the post-war industrialization in the USA. As everywhere else railroad building was a major target for investment and banks, sitting on the flow of funds, could assist in the floatation of railway bonds. The engine effect of the banking system in railroads was so strong that there was an overproduction “In ordinary times, securities are offered to the end that railroads may be built. But in 1881 railroads were built to the end that securities may be offered.” The in this way expanded capital market was large enough to absorb new security issues now for the purpose of consolidation of industries by merger. In this way Bell, Standard Oil, DuPont, General Electric and many other large corporations came into being. The rest is history… 18 So what lessons are there to learn? We note, obviously, that there are great differences in the precedents for further development that the early banking system provides. National paths of development are different. What could then be meant by the globalization of finance? A basic function of banks is to serve as intermediary between savers and people who are willing to borrow. This function is fulfilled differently in different contexts and with varying results. It seems to be crucial to what extent government policies are oriented toward economic development or toward financing state expenditure for military or other expansion. Also the ability of the banking system to mobilize large sums and feed a money market sets the stage for different paths. Agriculture, trade, railways, manufacturing industry – the balance between these activities will be influenced by the structure of the banking sector even if the natural endowment plays some role in early stages. Banks come from different historical experiences and work in different contexts. Their relation to their industrial context and to the “global” economy will differ. One might wonder to what extent standardized global bank regulation has any chance of doing any good (except for those countries who want to steer the world in their image. Reflections on the change of banking over time. It seems like the roots of banking is in trade but with industrialization the need to channel deposits toward long term investment in industrial capacity and infrastructure will grow. How do banks cope with this kind of changes in their environment? England and the emergence of London as a global financial centre is interesting; Book review 3 (by Sten Jönsson) Erik Banks, (1999),The Rise and Fall of the Merchant Banks. London : Kogan Page This book is about the rise of the modern British Financial era from medieval times to the demise of the merchant banks at the turn of the century and the time of the writing of this book. The approach is purely descriptive with references to historians, annual reports and current press comments. The structure of the text for each period is to first 19 give an overview of the economic development, then of new features in the merchant bank industry and finally give an account of the activities of the individual merchant banks of London. The author was a senior risk advisor in a European bank at the time of writing and has written several books about risk management in banks. One of his books, written in 2004 (note), is called “The Failure of Wall Street – How and why Wall Street fails – and what can be done about it” The chapters deal with different periods of Britain’s modern financial era; the emergence of the banks from 1800 – 1874, the Glory years before the wars, the disruptions of the two wars, the changes after the Second World War and the consolidation of the City in the 1980s, and finally the end of merchant banks during the 1990s. Dawn Banks starts from medieval times when, in the wake of William the Conqueror’s occupation Jews established business in Cheapside (City). Since they were not allowed to engage in trade or manufacture and had no legal status, they took up money changing, providing Norman kings with funds for wars. Defaults on such loans were rather common so high interest charges were required. This lead to conflict ending in expulsion of Jews in 1290. The void was soon filled by the Lombards (Italians merchants and bankers from Florence and other cities). The Lombards introduced their experience of bills of exchange. By the 16th century the Italian banking houses declined and their financial activities were taken up by merchants, brokers, scriveners and goldsmiths; merchants trading and providing credit by bills of exchange, brokers lent money against valuables placed in safekeeping, scriveners were clerical intermediaries who set up contracts and provided advice, discounted payment orders and traded in gold, goldsmiths established in jewellery and became important financiers taking deposits and re-lending deposits. Goldsmiths’ deposit notes developed into a kind of bank notes. The goldsmiths’ business was greatly promoted by the raid on the Royal Mint (a safe deposit, people thought) by King Charles I in 1640 where he removed 200.000 pounds in bullion. From the middle of the 16th century joint stock companies appeared. They issued shares to merchants and gentry against promises of participation in capital gains and dividends. Such shares changed hands informally via brokers (who “transact business 20 for merchants”), and jobbers (who quote two-way prices for their own accounts of stocks). The first recorded ‘stock jobbers’ appear in 1688. One place where these middlemen met to conduct business was the Royal Exchange, but there were other locales, not least Jonathon’s coffee house. Another coffee house was Lloyds, which became a centre for exchange of shipping information and later (from 1771) developed into an insurance business with members/underwriters retaining unlimited personal responsibility for losses. Despite some progress London was still at the beginning of the 18th century a second rate financial centre after places like Amsterdam and Southern Germany. But trade expanded, supported by a growing colonial empire and protected by mercantilist policies (like The Navigation Act that prohibited export from the colonies of enumerated products from the colonies except on British ships.) This policies were however the seed of decline starting with the War of Independence in North America and the revolutionary ideas from France. Britain came out winner of the Napoleonic wars and as ruler of the seas. In this period the role of the Bank of England expanded largely in connection with the management of the national debt that increased rapidly as a consequence of wars. Amsterdam on the other side suffered numerous bankruptcies in the crisis of 1763 (end of the Seven Years War). Then problems got worse through the Anglo-Dutch war 1780-83, and finally the French invasion in 1795. With that the financial, mercantile and naval power of Amsterdam was broken. London stepped in – Paris had other business to attend to. Merchants become bankers Industry was growing steadily at the beginning of the 19th century, even if Britain was involved in war. At the centre of this growth was cotton. Imports and exports dominated the economy after the end of the Napoleonic wars. Soon the railway ere began. The first railway project in Britain started in 1825, by 1835 there were 21 listed joint stock companies trying to raise funds for railway networks. Britain and Europe at large were plagued by large national war debts and there were financial crises. In 1825 there were runs on country banks throughout the system with payment stoppages at many banks – over 12 months 145 banks failed. In this situation Bank of England was successful in calming the financial markets by discounting government bills and bills of exchange to provide liquidity. Legislation strengthened the Bank of England in its role as central 21 bank. A further crisis in 1839, emanating from the USA, marked the turbulence of the times. It was in these tumultuous years at the beginning of the 19th century that merchant banking emerged. Merchant families that had emigrated to England from Prussia, France, Ireland, Russia, Italy and America formed the core. They started out from expertise in trade and commerce, were small family-owned and managed houses with limited capital. They provided an essential link between commercial centres of the world. International trade was their business. Their reputation and connections with agents made them suitable as intermediaries. Since they knew both parties in a transaction they could accept bills of exchange issued by one party which guaranteed payment to the other party. Merchant banks like Baring, Hambro, Brown, Kleinworth, and Schroder ran very large acceptance books, while others like Rothschild and Peabody and Benson were actively at trading bills at a discount in the market. Bills for payment in London and the USA generated a market of currency exchange, and trusted clients could be provided with letters of credit. Merchant banks had an advantage in judging creditworthiness of clients. During this century foreigners also started to issue loans in London (railways, sovereign debt), which needed underwriters to arrange things. This book contains sections on how different merchant banks fared during the different periods treated. For brevity we will focus on Baring adding short comments on other banks when needed: Baring The Baring bank stems from Groningen where Peter Baring established a wool importing house in the 15th century (Might have done business with the Medicis.). A descendant immigrated to Exeter, a trans-shipment point for linen from Germany to the West Indies and Mediterranean countries, from Bremen to start his own business in 1717. By the end of the Seven Years War (1763) two sons had established business in London as agents for the Exeter branch. Gradually, and after several reconstitutions of partnerships between members of the family, banking took on a more prominent place in the business. Baring’s strength was its ability to develop and maintain relationships with banking and merchant houses at key locations around the world. One such link was that with Hope & Co in Holland. By 1803 Baring was appointed general agents for the US Government, arranging payment of interest, purchasing armaments etc. By the turn of 22 the century the firm had gained considerably in stature. It took on a policy early on to only act as the sole provider of credit to a given client. In 1803 Baring participated, together with its partner Hope & Co in financing the Louisiana Purchase, its biggest transaction up till then. The firm was also involved in arranging Spain’s payment of the annual subsidy to napoleon under the Treaty of Spain (1803). It was Francis Baring, who, during his 40 years’ rein had transformed Baring from a merchant house to a firsttier bank. As the bank increased its bank operations in the next few decades it often competed with its rival N.M. Rotschild (Nathan Mayer Rotschild had moved from Frankfurt to Manchester in 1798 to start business in the textile trade. He specialized in “clandestine” trade during the Continental Blockade. An important step toward banking was taken when Napoleon invaded Frankfurt and prince William (IX) was threatened with seizure of his assets. He sent large sums of money to Rotschild for safe keeping. He invested them wisely and became William’s banker and increased his capital.). Even if Baring was larger than most houses in London it remained well behind Rotschild by the mid 1820s. In order to implement its expansion plans for the US operations the firm hired Thomas Ward to be its resident agent in 1830. He extended long term credits to American merchants with business in the Far East and West Indies. A family member (John) had moved to Boston in1826 to set up a partnership with Joshua Bates with focus on the cotton trade. This partnership was soon absorbed by Baring and a new office had been set up in Liverpool to engage further into the cotton trade. The Hambroe family with roots in Hamburg and Copenhagen established themselves in London during this time, in similar business but specializing in the Scandinavian countries. Kleinwort came from Hamburg like Schroder. Warburg did not set up business in London until in the 1930s but was already an agent for Rotschild in Germany at this time. From 1840 onwards free trade made great progress as trade restrictions (like the Navigation Act and the Corn Laws) were dismantled. By 1880 Britain accounted for 50 % of the world’s shipping tonnage and British credit supported the growth in trade. The empire generated revenue, e.g., in the form of “home charges” and interest payments from India. Industry grew – by the middle of the century Britain produced 66 % of the world’s coal, 50 % of its iron, 70 % of its steel and 50 % of its textile. Investment in railways was a driver of the financial sector as was sovereign debt. London was the 23 undisputed centre. There were crises of course, many of them stemming from speculative adventures (cotton, land speculation, railway securities bubble, states overspending) in the USA. In May 1866 (Black Friday) the leading discount house (discounting bills of exchange) called Overend Gurney collapsed. Bank of England analysed the system effects and let it fall but provided credit to carry the financial sector over. A major technological development in the form of the telegraph – the Atlantic cable in operation from 1865 – changed the condition of international commerce drastically. The American Civil War shifted business to the North. The merchant banks had to adapt. While they could rely on their personal knowledge of clients’ creditworthiness before the growing volume made this virtually impossible. Larger capital to carry risk was required. There were mergers and acquisitions and joint stock banks kept growing. Baring II Still the traditional merchant bank Baring shifted more of its business toward the USA in the period 1830 – 1860, among other business it became a major participant in Federal, State and railway loans, but it also help issue loans for Russia, France and Brazil. It also increased its portfolio of acceptances. Especially the financing of trade on the Far East was lucrative. However the death or retirement of leaders of the bank exposed the bank to considerable reductions of its capital as a consequence of withdrawal of funds. Approaching the 1870s the bank reorganized, the number of partners doubled and a merger with a Scottish bank was undertaken. The Glory Years Banks points out that the period between 1875 and 1913 is generally considered the glory years of Britain. The entire world economy was built around Britain with the City as its centre. Bagehot (1873, p.2) wrote: “Everyone is aware that England is the greatest moneyed country in the world; everyone admits that it has much more immediately disposable and ready cash than any other country.” London dwarfed New York and other centres in terms of the volume of bank deposits. The volume evidenced the need for joint stock companies in banking. The Big 5 emerged as the clearing banks by the First World War. Merchant banks saw this development with suspicion. Foreign banks in London granting trade credits to companies in their ‘home country’ expanded during the late 1800s. It was now that the term “merchant bank” became widely used. And the 24 category expanded, while there were 39 such banks in the City by 1890 the number had grown to 66 by 1897 even if they remained small. Baring had 71 employees by 1903. Politics was important. Many partners of merchant banks were members of Parliament. Baring III During the latter half of the 19th century Baring concentrated its business on the Americas and the Far East, but unlike other merchant banks it also made efforts to finance domestic industry. Two issues brought the bank down; a syndicated loan to Manchester Ship Canal was only subscribed to18 % leaving the banks to take up the balance and tie up capital for a period. An ill-advised investment in share and debentures of the Buenos Aires Water Supply and Drainage generated a liquidity shortfall in 1890. Under the leadership of Bank of England governor Lidderdale a successful rescue package was negotiated. In the aftermath Edward Baring, who had lead the bank to the crisis was forced to resign, the bank was reconstructed as a limited liability company with only two family members holding stock in the company (20 %). The reconstruction allowed the baring family to repurchase voting share from new shareholders – mostly banks that had contributed to the rescue package – and within 5 years they held all voting shares and were again in control. The first priority was to get rid of the illiquid Argentinian assets and soon it was back to its traditional business; acceptances, investments and new issues. In the early 1900s Baring discussed a merger with JP Morgan but in the end Baring decided to develop its own subsidiary in New York run by Hugo Baring. He started out disastrously and was soon replaced, but in 1908 Baring decided to close down in New York and work with Kidder Peabody instead. Still Baring had got through the 1890 crisis and was again in business as the War approach, although a more conservative bank than before. NM Rotschild had emerged as the top merchant bank with Barings setback. The War period up to 1945 As tensions escalated in Europe financial markets suffered. Interest rates and volatility increased, gold reserves flowed out of London. As the War started financial markets came to a halt in London and Europe. The problem for the government was that the large amount of outstanding acceptances to foreign clients who were unable to remit payment. The Bank of England declared a moratorium on payment of bills and covered large amounts of acceptances maintaining liquidity. The gold standard was suspended in 25 London and Europe, but this lead to liquidation of securities in New York and conversion of the proceeds to gold. This threatened the US reserves and the New York Stock Exchange closed. However, trading continued off-exchange, but as the exchange re- opened several months later investors had started to look upon American securities as a safe haven. In this way America became the recipient of large inflows of capital and its gold reserves were no longer threatened. When the USA entered the war in 1917 it could lend money to its allies. At the end of the war England faced the problems of re-building its economy, stabilizing its currency and holding the empire together, which required a mobilization of a large amount of public and private capital. War reparation was a debated issue. The economy contracted considerably, exports reached only 80 % of its pre-war levels. By 1918 2/3 of the British economy was under direct or indirect control of the government. 90 % of all imports were authorized under government directives. By the late 1920s imbalances had grown out of control, culminating in the crash of the New York Stock Exchange in 1929. Total capitalization of securities decreased by some 30 % in ten days. Banks’ loans to brokers for securities purchase could not be repaid. At the time of the crash 4 major economies in Europe were in recession, which deepened and prolonged its effects. Soon Austria reported difficulties to meet war reparation payments, was granted a small international loan on condition that Austria leave the customs union with Germany. Shortly thereafter Germany announced that it had insufficient funds to meet obligations. There was a bank run in Austria that spread to neighbouring countries. Germany agreed only to pay interest on outstanding trade credits in 1937 and 1938, while refusing service on loans. Merchant banking suffered during this period. Strict controls and state agencies building their own capacity to purchase material reduced opportunities. Banks were managed for survival with reduced staff. Even if trade rebound somewhat between the wars providing some acceptance business it did not reach pre-war levels. Furthermore, the number of clearing banks with deposits and large retail organization had solidified at the “Big 5”, which set a completely new stage for banking business after 1945. Baring IV At the start of World War I “Baring’s operations had effectively come to a halt” (Banks, p. 250). Core operations were limited to arranging payments and maintaining relationships. A new manager (Peabody, a Canadian) from the outside was recruited at 26 the end of World War I and served to the end of World War II. The acceptance business was gradually rebuilt (tripled in 3 years), but Baring also focused on building a domestic issue capability (which requires a reach out over the whole country). Corporate finance and advisory work became new sources of revenue. International loans were much reduced between the wars. Post-war focus shift 1945 – 1979. The war caused devastation for Britain as far as the basis for merchant banking goes. Britain had lost half of its international trade, 2/3 of its overseas markets, and 1/3 of its merchant fleet during the war. The position of the USA had grown proportionally stronger. Coping with the large post-war debt burden was an important task for the government. There was a strong need for restructuring industry. The traditional industries (textile, coal, shipbuilding) were in decline, other industries were fragmented, and e.g., there were 11 car manufacturers in Britain while there were 3 in the USA. The Labour Government in power from the war until 1951, and again in the 1960s and 1970s, created a framework for solving these restructuring problems by state ownership (National Coal Board, British Steel, British Gas etc.). The policy was successful in the sense that unemployment was low (1-2 %) as well as inflation. In 1957 Britain declined to join the new EEC and banded together with other outsiders to form EFTA. However the struggle to defend the sterling by raising the interest rate and adding an import surcharge (in 1964) that had to be abandoned 18 months later as violating the EFTA agreement but trade deficit and currency turmoil remained a problem an exasperated by the 1973 oil crisis. Britain had for a long time been the world’s largest overseas investors, but the wars had forced investors to liquidate investments and the revenue from such activities was smaller. Industrial production grew, though, and the management of pension funds had been de-regulated. This set a new strategic field for merchant banks. And there was the US Regulation Q and Interest Equalization Tax (IET). Regulation Q prohibited payment of interest on short term and set an upper limit for interest on long term deposits. IET taxed US domestic investors holding obligations of foreign issuers. This set the stage for the Euromarkets. The Eurodollar deposit was an off-shore short term deposit paying a rate based on the LIBOR. It originated in the Soviet Government worrying about the risk that its holdings with American banks might be frozen or restricted (late 1940s). It re-deposited dollar 27 funds with the Soviet –controlled Banque Commercial pour l’Europe du Nord in Paris. From this further dollar transactions could be undertaken outside the control of US authorities. The Eurodollar was born and London was the entrepot at hand. Baring V Merchant banks had to respond to this changed circumstances after the Second World War. There were about 40 of them in London. The strategic options ranged from growth by acquisition to specialization to narrow niches. Baring’s choice was to expand its domestic presence and seek a more diversified base of revenue. It made progress in line with this (asset management, bond trading, M&A), but was considered a bit conservative. Managers were recruited from the outside. Foreign new issues declined during the 1950s but Baring took a leading role in bond issues for British corporations. Baring set up an asset venture management team (Henderson Baring Asset Management) that was very successful. In 1975 it won the mandate to assist in managing a part of the vast petrodollar investments of Saudi Arabia. The other area was M&A which offered opportunities to participate in the de-nationalization of industries like British Steel. In 1960 the bank earned a reputation through its defence of Courtaulds against a hostile bid from ICI. Its list of clients grew after this. (Rotschild saw its capital decline after the war due to poor business conditions, but also due to death duties as family members died. Measures were taken to protect the company by setting up a holding company (Rotschild Continuation Holdings) and convert it from a partnership to a private company. A similar development happened to Kleinwort, burdened by a large portfolio of non-performing credits. Hambro became a limited company too. All merchant banks started to hire professional managers from the outside). The City Consolidates its position. (1980 – 1989) Global financial markets were under pressure in 1980 due to the American difficulties. Chairman Volcker of the Federal Reserve had initiated monetary tightening to counteract inflation (16 %), which in turn was due to the OPEC oil shock of 1979 (a previous oil crisis in 1973 in relatively fresh memory). An unforeseen effect of this high interest rate policy was the difficulties for less developed countries to service their much increased debt. By 1984 35 such countries were unable to pay. Global banking 28 institutions faced large losses and began to reduce costs and rebuild reserves. The British government had increased borrowing to fund its restructuring of industry. In this situation de-regulation as the solution won adherents. The conservative government started the stepwise process in 1980, but let it be accompanied by a strengthened regulation (FSA, ISB) structure, from its previous “self-regulation” approach, to protect investors, issuers, and intermediators from excesses of the free market. On Monday 16 October 1987 the New York Stock Exchange crashed as a bubble burst. Merchant banks made big losses mostly due to new equity issue underwriting commitments. During the 1980s British privatization of state-owned industries gradually gained tempo, and was successful (accept during the 12 months following the Crash). The most spectacular deregulation act, however, was “the Big Bang” – deregulation of the Stock exchange – in 1986. The strategic field changed again. (Under the previous regulations functions on the stock market were kept separate; ‘brokers’ (who matched sellers and buyers without owning any shares in between) could not work as ‘jobbers’ (who bought and sold shares on their own book. These two kinds of houses now became attractive acquisitions for merchant banks. Clearing banks saw the Big Bang as an opportunity to enter the securities markets in a more forceful way, and in effect became a new kind of merchant bank in the process.) For merchant banks the Big Bang announced the need for a more serious strategic planning approach rather than the previous ad hoc/grab opportunities policy. After formulating their strategy the banks had to carry out their plans either by acquisitions of firms or by hiring specialized staff to man new departments. “This contributed to the creation of very high cost bases throughout the City, which became difficult to justify when profit margins contracted or volatility generated losses.” (Banks, 1999. p. 416). Baring VI Baring entered the 1980s as a top-tier bank but with a somewhat conservative reputation. Pioneering new activities was not in its taste. It was business as usual for the first part of the decade, but by 1984 it bought a 30 % stage in a jobber (Wilson & Watford), and later the same year it was eager to acquire the City’s top broker (Cazenove) but negotiations failed and Baring chose to hire a 15-man team from another broker. This team headed by Heath was specialized in the Asian equity markets. Since 29 Baring itself had started trading in Japanese Eurobonds that same year it seemed logical to try to find more business there. Japanese Eurobonds with attached equity warrants became increasingly popular generating handsome profit. From a balance sheet of 276 million GBP in 1977 it had grown to 2, 7 billion GBP at the end of the 1980s. Baring Securities contributed 50 % of the profit and employed 1000 staff. But as the Japanese market became more difficult in the early 1990s – decline in the Nikkei – a greater amount of Baring’s warrant business became proprietary, rather than client, in nature…. (Hambro entered the 1980s a full service merchant bank. However it fails to reach a top position in corporate finance. It purchased 30 of a broker and acquired a small American investment bank, but as a consequence of the 1987 crash it narrowed its focus to commercial banking, retail investment service, M&A, exiting the equity market and government bonds. Rotschild retained a conservative business approach focusing on its traditional strength; corporate finance, bullion dealing, export finance and new issues, avoiding areas where they lacked expertise. Rotschild had difficulties with access to capital since partners did not want to dilute their ownership interests. It grew into dominance in international and domestic mergers and was successful in building the asset management business. It purchased parts of a jobber and a broker to build a securities service and set up office in financial centres around the world and stood securely as a significant niche player at the end of the decade. Kleinwort gained prominence over the 1980 demonstrating its capability to manage complex deals in important privatizations and M&As. In October 1987 Kleinwort Benson issued new stock – bad timing in relation to the Crash – but managed to secure 148 million GBP in equity. The company still suffered from great variations in profit. Morgan Greenfell started the decade by severing relations with its previous shareholder and partner JP Morgan. In 1984 Deutsche Bank acquired a 5 % stage in Morgan Greenfell. Management hesitated (due to limited capital) as to its approach to building a securities department and by the time they made up their mind most top tier brokers and jobbers were already spoken for. It bought minority shares in a broker and a jobber to take full control of them after the Big Bang. Over the decade Morgan Greenfell won a top position in M&A, but also a reputation for not abiding fully to the code of conduct in M&A. Its involvement in the Guinness/Destillers takeover 1986/87, which turned into a scandal as various 30 senior managers of Guinness were arrested for improprieties, was a cause for several clients to leave the bank. The end game (1990 – 1999) Britain entered the 1990s with a curious mixture of prosperity and crisis. Several disturbances of markets happened in the early part of the decade (Irak’s invasion of Kuwait 1990, the ERM currency crisis, sharp rise in interest rates in 1994 followed by the crisis for the Mexican peso, and finally the failure of Baring in 1995. London City had prospered in its off-shore investment business. Financial assets had grown dramatically, not least by the new solutions in pension assets. Clearing banks continued to dominate most aspects of borrowing and lending in the financial sector even if they did not succeed fully in setting up merchant banking divisions, and they had to set aside reserves for the risks in loans to less developed economies. The number of foreign banks operating in London increased during the 1990s reaching 550 by the mid of the decade. London City continued to dominate the international cross-border bank loans sector (18 % of the market compared to 14 % for Japan and 8 % for New York). Two major banks collapsed in the 1990s; BCCI was closed own by the authorities because of reporting irregularities and internal and external fraud, Baring will be discussed below. An interesting aspect of the development was that the British clearing banks exited the merchant banking sector during the 1990s. After trying to establish a viable presence in the global market of merchant banking for 10 -20 years Barclays, National Westminster, Lloyds TSB and Royal Bank of Scotland withdraw partly or entirely. Banks (1999, p 464ff) claims that it was the demands by shareholders for a competitive return on investment that forced the decision. Banks could not justify the high expenses connected with global competition in this field. The irregularities discovered in several banks (Baring being the most spectacular) brought further demands for better internal control systems, which would increase costs still more. Retail banking was simply more profitable. Merchant banks had to realize that aspirations to remain a top-tier global actor now required vast financial resources (personal connections could no longer compensate), world-wide distribution capability for securities, operating platforms, technology and robust control systems. The strategic options were to merge with another actor to 31 become part of a financial conglomerate, to narrow business to a specialized field, or to be satisfied with being a mid-range actor. Baring VII Baring entered the 1990 with 3 business divisions; Baring Brothers (merchant banking/corporate finance), Baring Securities (securities sales and trading), Baring Asset Management (investment managing). It now started to expand into new areas (like asset swaps, asset repackaging, arbitrage, and derivatives trading) and new markets (like Latin America and Far East). Baring Securities, so successful in Japanese warrants began to decline in importance (losses in 1991 and -92). In 1993 Baring restructured, integrating Baring Brothers and Baring Securities into Baring Investment Bank. Heath the ‘creator’ of Baring Securities left the company. The challenge now was to manage the different cultures within the company. In an effort to improve the American presence Baring acquired 40 % of the US investment bank Dillon Reed in 1990 and a majority owning in 1997, and finally full ownership. Baring joined with Abbey National – a building society that had converted to bank – to set up a joint venture dedicated to derivatives trading. Abbey National brought a good credit rating to the venture, which had some success for a while. Baring’s Singapore office was the place where the notorious irregularities which in the end led to the collapse of the entire bank. Leeson had been a trader there since 1992 used the weak control systems to establish very large positions in Nikkei index futures and options, Japanese Government Bonds futures, and options and Euroyen futures. Leeson’s job was to execute index arbitrage programmes (buying baskets of stocks that comprised the index and selling the equivalent index futures. a rather boring job dealing with negligible risk if done properly, one might think). The cheating was possible since Leeson could cover up trading losses by booking them to an error account – a so called 88888 account. Leeson had effective control of back office functions, which was not in line with accepted practice. It was the Kobe earthquake of January 1995 that exposed Leeson. He had bet on the Nikkei remaining calm, but the earthquake caused the market to fall and remain volatile for some time. Losses mounted and Leeson fled the company. Baring had to call in Bank of England and other regulators to consider the consequences of the situation. Other banks negotiated a rescue package of 500 million GBP, but soon 32 news came that losses would be larger than 650 the plan failed. A final offer involving the Sultan of Brunei also fell through. There were too many open-ended contracts to value the company. Baring started to unwind its positions and it turned out that the loss in the end was 860 million GBP. Now the different parts of Baring could be valued and after some turns the ING came out as the buyer of the whole operation for 1 GBP. The ‘post-mortem’ analysis of Baring was highly critical of merchant bank’s control infrastructure, especially the control of posted margin calls – in January and February of 1995 Baring had paid 570 million GBP in margin calls; 25 % of it one week prior to the collapse. ING integrated Baring with its own investment banking business, which was of considerable size. By 1997 ING closed down large portions of its emerging markets activities (where Baring had been strong). Although the Baring name continued to appear in ING operations Britain’s oldest top-tier merchant bank had ceased to exist. (Hambro, experiencing profitability problems in the early 1990s called in consultants (fellow merchant bank Schroder) to suggest solutions. The recommendation was to sell the bank. Although other merchant banks like Warburg, Kleinwort Benson, and Morgan Greenfell were sold as whole units – with business intact – Hambro was dismantled and sold in pieces (after 158 years). Rotschild was one of the few merchant banks that remained independent during the 1990s. Even if business was slow in the beginning Rotschild managed to maintain a revenue stream that was mainly fee-driven. By the middle of the decade about 20 % came from privatizations, the bulk (50-70 %) from M&A. The bank joined ABN-Amro in a joint venture (a replica of the very successful Smith New Court created after the Big Bang in which Rotschild held 25 %, and which was sold to Merrill Lynch in 1995) of new equity issue that could benefit from both ABN-Amros distribution capacity and Rotschilds origination skills. After the Baring failure the bank reviewed its organization and control and restructured on a global basis. The principal component was still the family’s Swiss holding company Rotschild Continuation Holding. Rotschild had chosen a niche strategy and was oriented toward corporate finance.) The end It was the European universal banks that emerged as the major purchasers of the British merchant banks (UBS, Dresdner, Deutsche, ING). Banks (1999) claims that these banks had an understanding of the specific culture of merchant banks (personal connections, 33 international deals, thinking in broader more long term categories). Interestingly these banks were used to operate in much more regulated markets than the de-regulated London City. Banks (1999, 513ff.) recapitulation points to the fact that the premiere merchant banks emerged from a gradual conversion of their mercantile business to banking between 1800 – 1839. The roots were mostly in Liverpool the most significant port for export and import. All major houses were managed by a small family-based staff although the addition of external partners or agents in important overseas locations became increasingly common (p. 515). The pace in commerce increased with steamships, railways and telegraph. Warehousing (in Liverpool and other places) was declining in importance and buyer and seller could get in contact directly via telegraph. Financing deals with reasonable risk presupposed a good knowledge of the business plus capital and a good reputation. The period 1875 – 1913 was the pinnacle of British merchant banking. A stable political environment, with a growing trade flow (not least to-and-fro the colonies), railway investments in many countries, and an investing public in Britain. The core business was still acceptances, advances, and loan issues (sovereign as well as railway companies). Mergers and amalgamation of a fragmented industry generated additional business. Family shareholdings and unlimited liability remained the norm. But this made capital variable since death or retirement of partners and death duties cut into equity. The war period 1913 – 45 was very disruptive for these banks, which were so dependent on international trade. Most merchant banks emerged from this period as smaller and more conservative organizations. The post-war period started with an inward focus on reconstruction. Remaining regulation of most aspects of international business forced merchant banks to relate to large industrial clients, nationalizations and privatizations provided opportunities to build expertise in corporate finance. Now London had lost out to New York as the global financial centre. The Eurodollar market saved the day for a while, as did the large volume of privatization projects, but the de-regulation of London (the Big Bang) put merchant banks (and other banks as well) in situations where they faced difficult strategic problems; to go for full service investment banking, specialize to certain niches, or accept a less prominent profile. In all 34 cases some acquisitions were required or new hiring of (teams of) expertise. This increased cost levels and made merchant banks more defenceless toward variations in profitability. One explanation to the conspicuous deficiencies in management and control was that banks engaged in activities top management did not fully understand, another that acquisitions generated internal differences in culture that could not be handled in the rapid pace that was characteristic of the two decades prior to the 2008 crisis. This - the volatility in profitability was not liked by shareholders, which in turn made it difficult to meet the capital requirements of a full service operation. The obvious thing to do was to merge with a larger, global organization and hope for some room of manoeuvring inside it. However the fragmentation of cultures, lacking control instruments and the rapid pace instead opened up organizations for power games and promotion of clever power gamers. The stage was set for the 2008 crisis with many global banks being too big to fall (and too strong lobbyists to fall). Book review 4 (by Sten Jönsson) Lépinay, Vincent A., (2011), Codes of Finance – Engineering derivatives in a global bank. Princeton: Princeton University Press. There are a few academic studies of the inside of these new kinds of global banks where top management did not seem to understand all aspects of the risks generated by models in interaction and large volumes in weak markets. Mackenzie (e.g. 2009) has done some interesting anthropological studies in the financial sector, but we have not seen any management studies yet. Inside views, based on interviews, written by experienced journalists (e.g. Sorkin 2009) have value of course, but they do not usually deal with the managerial problems faced in the finance sector. Lépnay, although a fairly inexperienced field worker – his book is based on work for his master thesis – gives an insight into the processes which top management are supposed to master. Lépinay’s book is about an anonymous bank called “the General Bank” 2 that sells CGP (capital guarantee products) to HNWIs (high network individuals) or UHNWIs (ultra 2 But he informs us that the General Bank had its own rouge trader in 2008, Kevin Voldevieille, and thereby helps the curious to identify it. 35 high net worth individuals). This means that it is in the business of structured finance and negotiable financial instruments are instruments with a secondary market. In this case the product is negotiable between the bank and the owner but no other party is involved. The client pays the bank to manage their capital for 3 – 15 years. At the end of the period the bank will pay back 100 % of the nominal amount plus return based on a formula based on the quarterly gains of the portfolio composed of an equally weighted basket of 3 indices (S&P, Nikkei, DJ Eurostoxx) and payable at maturity. Lépinay discusses how this product differs favourably from ordinary hedge fund management (which is based on the performance of a secret investment recipe) in that it is completely transparent and the client can follow the ups and downs of the indices. It is a story about derivation, how contracts are “engineered” on the basis of some underlying asset (in this case a virtual basket of shares composing the 3 indices that determine the amount to be paid at maturity) and traded with prices dependent upon the ups and downs of the underlying asset. Furthermore the contracts give the client the right to redesign the product once it has been issued. This increases the complexity of the operation since several professions become intimately involved in the process. The General Bank has received price as the best derivation house in France. The capacity to design and price these unique products is the strength of the General Bank. It requires ‘quants’ of different kinds and traders that can hedge the different contracts with one eye at the simulation model’s expected prices (“the pricer”) and another at current tendencies in the relevant markets. A problem with these products is that they are related to 3 different markets in different time zones. Alan, an anonymous trader presented in chapter 1 has to hand over the care of his large portfolio to a colleague in New York at the end of his working day, who in turn hands it over to the colleague in Tokyo, etc. Some comments about the complex business of derivation design claim that derivatives are parasitic, others that they help markets function better, but it is a fact that the volume of structured financial products took off with the recognition of the Black – Scholes (1973) formula for the valuation of options. Never mind that the maths behind the formula was borrowed from the technique used to calculate the movement of molecules in gases (Brownian motion). (That is why the formula presupposes Random 36 Walk movement of prices – no flock mentality among traders or following the moves by Long Term Capital Management hedge fund!) “- finance as a pure promise, disembodied and detached from the rest of the economy.” (Lépinay, 2011, p. xvii). In chapter 2 the organization, personnel categories and their communication codes are presented. The ‘front office’ holds traders and sales people as well as financial engineers. Clients can initiate a deal by starting a conversation with the sales people. The sales people want to close as many deals as possible. The quants put the emerging product into the formal language of mathematics and model how prices might develop for the product. The traders buy and sell underlying assets to make sure that the bank can honour the contractual payment at maturity. The ‘middle office’ stand between the front and back offices. It checks information flowing back and forth between the two. If, in a specific bank, the transactions are so straight forward that they can go directly to the back office the middle office is redundant. Its task may be described as ‘maintaining deals’. The ‘back office’ records transactions and deals with a focus on data accuracy and due dates. When the deal is closed the client speaks with the front office, but when the contract is signed the back office takes over the client relation. This may cause tension between the two at times. Lépinay (2011, p. 13) illustrates the language problem by way of the description of the product used by the different professions involved: - The financial engineers (‘quants’) call it “a zero-coupon and a call option” - The back-officers call it “a contract and 32 fixing dates” - The traders call it “the indices’ futures hedging scheme” - The clients call it “aggressive insurance” As volume increases and more and more unique contracts are generated the possibilities for misunderstanding multiply. Most banks use accounting as a common language – how much money the bank is making on a given product. But there are many private codes in use as well, riskiness has to be described, new innovative products 37 cannot readily be described in the old codes (It is like an X but with a Y). A further complication is that client relations are long and ‘sticky’. Lépinay now discusses the product (CGP) from the perspective of the different participating professions against a kind of “common language” called ‘thinking financially’. The ‘quant’ has two approaches to engineering a product; (1) they may pick up an idea from an academic or professional journal, analyse it, and build a model that makes use of the new insight. That model is added to the set of other models in the arsenal. (2) Quants have to be like ‘sponges’ sucking up information by conversations with the other actors in the trading room, at the coffee machine, with lunch partners, and in the spaces between the desks. What is going on out there? Any ideas for new products? It is a matter of combining mathematical and financial intuition. The former is a matter of having “quite a few mathematical rules in one’s head” (p. 40). The latter is “which product I will use so as to be able to calibrate this probability [that a certain event will occur], that is, when I will hedge, what I will do to hold my price and to put in place a portfolio that I will manage in such a way as not to lose money.”(p. 40). Financial modelling sits uncomfortably between a quickly growing ecology of products, and on the other side, families of mathematical and physical formalisms that address more stable entities. A pricing model for a unique CGP will be entered into a machine (‘the pricer’) to give current prices of the product (there is no market where the product is valued). The trader will have to look at the pricer and the “real” market indices at the same time while executing hedging strategies, but things are more complicated than that. Every trader will manage a portfolio of about 500 products (each built on a large number of underlying securities in 3 different exchanges). To hedge each one individually would generate far too high transaction costs. Hedging takes place on the aggregate level. So the output of the “pricer” provides input to a risk-analysis program. For the output from that analysis hedging thresholds are determined. The trader will have to choose to conduct a series of transactions among those recommended by the risk analysis (firstorder and second-order risks (correlations between variations)). Furthermore simulations may be used to ‘test the waters’, whether a mood is building in the market (Knorr Cetina, 2002). Traders also do not mind losing money on a small order to elicit data from the market. Lépinay (p 79) points out that it is not always an advantage to be the first mover in this game. 38 Selling customized financial products with long duration requires secrecy since derivatives are involved. This has an effect on the organization, among other things the design of the trading room itself. Obviously there are access controls and authorizations to pass before you enter, but once in you discover that traders are clustered in various ways (e.g by product or by profession, or geographical area of your exchange) with two rows of screens in front of each trader. Traders slide between positions on their chairs that are carefully marked and guarded. There is a quasi-market in the room kept in motion by the remuneration system, which allocates bonuses – often many times the base salary – in a somewhat arbitrary manner. This makes the room the object of manipulation since trade information (signals from the market) assumes value. Collaboration and opportunism travel hand in hand. You have to position yourself in the room to be “in the know”. Still people move around (not only in the room) and pick up risk information that is in great demand by modellers and others. The quant will go over to the risk department and present valuation models, hedging models and risk analysis models used at the desk now and then, which is what regulators expect of good risk surveillance capability. Sometimes, the auditor will come over to the quant to ask: what is the best way to assess the risks of the new product he has just presented? Sometimes leaks of information are required. A bank cannot hope to orchestrate the establishment of a market for a product on its own, so it will disseminate models that will channel conversations and create counterparts. The conclusion: the trading floor/room is a market too. Traders’ (work) life centres around portfolios of c.a 500 contracts, new ones coming in and others were ending continuously. It is the back office’s job to keep track of all this and much more, e.g., a contract goes through several stages before it is legally binding. Since the products are customized to fit the customers’ need they will be “exotic” and, consequently difficult to describe properly (modelled). The back office has its own system of recordkeeping and need to categorise products for their needs. (note: the trader who knows the system of the back office can see to it that his/her product ends up in a good bonus category). A new in house software to integrate front and back office recordkeeping, named TRADE was installed, but in the end human coordination was required since mistakes will happen. The contingencies observed by Lépinay illustrate 39 how conversations benefit from a shared knowledge of the organization when reconciling information kept in these systems. The sales people, who meet clients, discuss their “needs”, and design a portfolio insurance together with the financial engineers, need to be taught to ‘thing financially’. This was done in a course where a professor of financial mathematics (two chairs, a university and a business school) came in once a week The principles of exotic finance was taught in a fairly non-technical way (p.166). It was not marketing that was taught, rather the logic of clients’ preferences. The matter of pricing the products never came up. Focus was on how product worked – their economic rationales. Products were anchored in clients’ needs as the instructor used hypothetical situations to illustrate (“fabricating scenarios” took up much of the teaching). Still participants complained that they were “losing touch with the economy” (p. 166). When such touch was lost also by the instructor (he could not construct a situation where the product could be used as a hedging tool) he would retreat to the speculative aspects (digitals) and celebrate financial creativity. It seemed to work best when products were classified and presented in groups (managing interest rate risk etc.). Custom-tailoring products were the name of the game. A story that Lépnay heard many time recounted how a hotel owner in ski resort, who wanted to hedge against the currency fluctuations stemming from having customers from various countries, came away with a weather derivative protecting his revenues from the effects of bad weather. In chapter 6 Lépinay starts out by showing that the total assets of the bank’s balance sheet in year 2000 is about 1/10 of its off-balance sheet item “Forward financial instrument commitments (note 17)”. Later he discusses the effects of Basel regulation on value at risk (VaR) as the basis for capital reserves. When the Basel Committee opened the door to customized (1995) the bank applied for permission to apply a customized version of VaR. This aroused regulator curiosity in the organization of the bank. Combining the unique products with standardized measures was no easy task and the cost was less space for manoeuvre for front office operators. Still the bank was run like a portfolio of relatively autonomous businesses, which is a mixed blessing. You may get sold off. The success of the exotic desk made other teams look less attractive. Lépinay tells the story of how the ‘emerging markets’ room disappeared. But he also 40 points out the increased pressure of regulators (the State) and investors and how it gave rise to the instalment of the TRADE system mentioned above to protect the bank from intrusions from the outside by integrating it better. There was resistance to TRADE among desks, and it was not universally adopted, but it managed to tie the exotic desk very tightly to the bank. The final chapter questions the value creation through derivation by illustrating different aspects of it. He points out that it is in situations of great uncertainty that calculations are the richest, the most complex, and the most sophisticated (p. 226). Financial derivatives thrive on spatial discontinuities (p. 228). Derivatives’ value creation is parasitic – and proud of it. What can we learn from Lépinay’s book? Lepinay himself points out that his ambition has been to show the elusiveness of derivation. We can see how calculative practices thrive in absence of market prices and how the risk of disconnection from real economic processes, and from the gaze of regulators and owners, is ever present. It is an illuminating ethnography of the modern phenomenon of derivation. But the text often suffers from the author’s sometimes too flowery language. 3. Reflections This essay has been written by a member of a team of researchers who have conducted interviews in various Scandinavian banks over the last 3-4 years. Other approaches, including ethnography, have been applied as well. The inspiration to try to read historical text on the nature of banking comes from the discovery of the elusiveness of banks as to their “real” nature as organizations. A few themes emerge from the current reading; - banks thrive in symbiosis with their environments. This calls for a specific look - there are some core functions that seem to define a bank (in the traditional - into the boundaries of banks sense) disconnect processes seem to be latently present and need to be counteracted by bank managers. 41 1. Banks in symbiosis I think ‘symbiosis’ is an adequate description of the relation of successful banks with their environment. In the old days (Medici) the relation centred on trade – the buyer does not want to pay until the goods have arrived while the seller wants payment before the goods is shipped. Financing the gap between seller and buyer expectations and providing for safe transfer of payments makes the bank party to the trade. The success of the merchant is the business of the banker. Benefits are mutual. Relations build on justified trust. The merchant banks of London were part and parcel of the emergence of London as a financial centre. Banks played different roles in different countries as modern times broke through in the 19th century. Also in private banking operations in post-big bang Paris advising clients with large sums of money to invest is a matter of maintaining a dialogue over time. Banks do well when they refer to some other business of which they have good knowledge (like the North-American cotton trade). Then they can be able to provide judgement that weighs all the evidence and separate good deals from the bad ones. This is risk management, as opposed to risk calculations. By having detailed and complex information bank representatives can take action to avert emerging risks before they explode in credit losses and other extraordinary costs. True that very important technological innovations de-regulation, wars and other events changed the environment of the banks. The old basis for excellence of the merchant banks, personal relations and a good reputation was not enough. But this means that the environment changed and banks have to find their symbiotic relations elsewhere. Focusing on corporate clients (M&A, privatizations, buyouts) after the very strict regulations of wartime were relaxed (and New York had taken over world domination of finance) was a strategic move that required other knowledge bases but still could do with personal relations. Selling financial products en masse to clients of all kinds gradually turned the business of banks to self-referencing and to a conception of banks as “betting houses”. We are many who have bought a structured product that would pay handsomely if the Euro gained in value against the dollar (or vice versa) The bank’s customer advisor (sales person) could show convincing analysis by experts that the Euro was advancing. Simple to benefit from that by buying a structured product – and there is virtually no risk. The reference is no longer the banks knowledge about trade, 42 but the expertise in risk modelling of the “quants” and the mass distribution of products by global banks (too big to fail). Banks failed in the good old days too! Not least in Florence. We can see through history that banks easily end up in trouble when they liaise too closely with sovereigns. It was when the Medici branches got involved too much with financing princes and their wars that would find themselves tied up with large sums and for longer time (if they did not end up on the losing side). Baring, Rotschild and others, were very active in helping states with the floatation of loans in the 19th century but that did not (usually) mean that capital was tied up for long since there was a growing market for financial papers, not least government bonds. On the other hand banks did not want to have much to do with companies with limited liability in those days – to much irresponsibility in joint stock companies. The driver toward conservatism in banking was the unlimited responsibility of partners. The limited size of the bank made it possible for partners to watch out for and manage risk. With the size and complexity of global banks today one “rouge trader” can go very far astray before he (no she yet as we know of?) is discovered, as many examples have shown. 2. The risk of disconnect A rouge trader in Singapore or the recklessness of a Pontiari in Brügge seems to stem from symbiosis going awry. Too close involvement with environment phenomena, be it the court of an extravagant prince or the game spirit of finance. Focus of the representative of the bank shifts to own (potential) benefits rather than the good of the company. Pontiari and other representatives of Medici were charmed by the possibility of improving their standing at the court by fixing finance from Florence and thought they were smart enough to see the expected benefits of their action (which headquarters did not). The controlling influence of duties toward the organization is muffled/severed by the glorious presence in in a charming environment. Duties and prudence are forgotten. Virtues, if ever present, have been pushed aside; the excitement (expectations) of the present game takes over. The actor disconnects. When the actor disconnects the organization may be cut off from vital parts of its environment. Similar effects may arise if the organization is compartmentalized and cooperation between 43 departments discouraged by profit centre thinking or individually determined incentives. The opportunities and reasons for disconnect have multiplied in modern organization practices as applied to banks. This happened as a consequence of de-regulation. Onestop-banking and the widespread use of the internet and related technologies forced/encouraged banks to acquire complementing competences, e.g., brokers and jobbers in London, or to build from scratch by hiring individuals or teams with the longed for expertise. Most banks and especially the global banks entered the new century with fragmented organizations and overwhelming business opportunities in the wake of states encouraging citizens to become investors. The consolidation of the finance business by M&A forced margins in traditional services down. To survive and stand up to competition from abroad bank had to increase volumes and find new business opportunities. Creativity bloomed, while time did not allow the building of matching control systems. Top management in banks became disconnected from operations they did not understand. When the crisis struck in 2008 top management and regulators alike did not have the tools to intervene in time to avert a major crisis. The bail-out solutions chosen (TARP etc.) have created still bigger banks in the USA, which are clearly too big to fail and prone to new disconnect situations. The remedy is to strengthen the unity of banks around key societal functions that banks serve in society. The tools to build links that will maintain control and responsibility in banks need to be built from a different ontology (assumption about what the system we are analysing consists of). The dominating ontology in today’s financial world is agency theory, which builds on very simple assumptions about the nature of man. Humans are rational utility maximizers, who follow rules and are fully informed. Since they are only interested in their own utility the only problem top management has is to design the right incentive system. If the right incentives are sent into this black box, the right action will come out of it. Incentives first and action as a consequence: A Assumptions about Assumptions Human About human Nature Nature 1. The right incentives 44 2. The right action Figure 1 Agency theory ontology The assumptions about human nature are (by definition) stable since they form the premises for calculation (of risks among other things in models). An alternative view would be to look upon humans as individuals, who want to build an identity and improve themselves, i.e., as a human project. To become a person, a responsible member of an organization or society the first thing is to find out who you are. This cannot be done by introspection (Hannah Arendt (1958) tells us) so the only way is to act and see how other react. This requires courage since there is always the risk that the others might signal that you are an incompetent. Hesitating before acting the individual might consider giving up his identity project and become part of the crowd (mob), which, among other things, entails irresponsibility. Another strategy would be to try to control the reactions of others if successful this strategy will provide the individual with a distorted view of himself (Hitler and Stalin are famous examples – there are a few others in the world). We must gather the courage to act while facing the risk of disapproval. When we meet approval from the environment our human project is under way we can build on experience and develop into fully fledged members of the organization or society – a responsible person. 2. Approval A Human Project 1. Action Designed Environment ‘mission’ etc Figure 2 A stewardship theory ontology In this case the initiative rests with the individual, who has to act on the environment in order to get a response; hopefully an approval but possibly a rebuke. The individual 45 De developing his/her person will learn from experience. Top management may have some influence on this development by designing “the mirror” in which the individual finds his feedback. The design of that “mirror” will be Janus-faced, catering to the need of the individual as well as the need of the organization. Two projects will be in motion at the same time individual development and organizational development. The key issue is communication. Learning from the experience of others is made possible by narratives (Cooren, 2000). Narratives that survive and may serve as exemplars have a specific form that makes them translatable into specific environments. This ontology, the human as a development project, striving toward betterment does not preclude striving for personal utility (money), but it ensures attention to the surrounding world and thus to duties and responsibilities. It is dynamic because it is interactive, and it is likely to build stewardship if top management signals responsibility. 3. The core activity of banks As mentioned above banks will operate in symbiosis with selected parts of the environment. Specific trust relationships are central. Two ‘functions’ have been pointed out; trade credits that bridge the gap between buyer and seller, and safe keeping of deposits from clients. This later function implicates an ability to evaluate placement of funds in the meantime in evaluated projects that promise growth. Skilful investment of deposits in projects makes banks dependent on the success of credit clients in their projects, which in turn allows deposit clients to receive interest. The innovations of the world have mostly been financed by credits (McCloskey, 2010). Therefore banks, in their credit evaluation, are in a constant development of their role in society. They are dependent on the success of their clients and clients are dependent upon the success of their bank. The core competence that determines how well banks fulfil their social function obviously, then, is picking the winners, i.e., applying judgement in balancing prospective gains from the investment project under consideration against the risk of failure. This kind of risk-taking is managerial in the sense that it judges unique projects one by one on their own merits. There is no basis for probability calculations. One could look upon these ‘functions’ as related to industrial capitalism. 46 A fairly recent ‘social’ function of banks that emerged with “securitization” is market making. The case reported by Lépinay above deals with a (part of a) bank with such activities. Market making means to see to it that there is a liquid market for investors in a certain kind of financial instrument for them to be able to get in or out of the market without undue delay. That function requires the bank to have a cadre of buyers and sellers at hand to keep the market ‘alive’, and, in the beginning, to have a sales organization for new issues that can distribute large volumes of a product. In a sense this function starts from personalized relations to investors (usually representatives of institutional investors) with the intention to set the stage for anonymous mass distribution of “products”. All these ontological reflections need to be developed in separate papers. Further readings: Arendt, Hannah (1958) The Human Condition. New York:Doubleday Bagehot, W., (1873), Lombard Street. New York: Scribner Armstrong. Banks, Erik (2004), The Failure of Wall Street – How and why Wall Street fails – and what can be done about it. London: Macmillan. Black, F., and Scholes, M. (1973), The Pricing of options and corporate liabilities. Journal of Political Economy. Vol. 81, no 3, pp 637 – 54. Cooren, Francois, (2000), The Organizing Property of Communication. Amsterdam: Benjamins Gerschenkron, Alexander, (1962), Economic Backwardness in Historical Perspective: A Book of Essays. Cambridge, Mass. : Belknap Press Hirschman, A.O. (1958), Strategy for Economic Development New Haven: Yale University Press Knorr Cetina, Karin, (2002, Inhabiting Technology: Features of a Global Lifeform. Current Sociology, vol. 50, no 3, pp 389 – 405. Machiavelli, Niccolo (2010), Florentinsk Historia (övers. Paul Enoksson). Stockholm: Atlantis MacKenzie, Donald, (2009), Material Markets – How Economic Agents are constructed. Oxford: Oxford University Press McCloskey, Deirdre, (2010), Bourgeois Dignity. Chicago: Chicago University Press 47 Parks, Tim, (2005), Medici Money. Banking, Metaphysics and Art in 15th Century Florence. London: Profile Books Schumpeter, J.A., (1933), The Theory of Economic Development. Cambridge Mass.: (kompletteras…) Sorkin, Andrew Ross, (2009), Too Big to Fail – Inside the battle to save Wall Street. New York: Penguin. 48
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