- 1. Chapter 16 What ShouldBe DoneAbout Conflictsof Interest?A
Central Issue in Business Ethics
2. Chapter Preview
- In the last several years, the U.S. stock market has been
jolted by many corporate scandals.One of the biggest auditors,
Arthur Andersen, was indicted on obstruction charges.Criminal
charges have been filed again J.P. Morgan, Merrill Lynch, and
Goldman Sachs.
3. Chapter Preview
- Surrounding many of these cases is a central theme ofconflicts
of interest a situation where multiple interest have to be served,
often the investing public and corporate clients.In this chapter,
we examine this problem more closely.
4. Chapter Preview
- We examine recent equity market scandals and the consequences
on the investing public.We pose a broad question: what can be done
to resolve these problems?Topics include:
-
- What Are Conflicts of Interest and Why AreThey Important?
-
- Ethics and Conflicts of Interest
-
- Can the Market Limit Exploitation of Conflicts of
Interest?
-
- What has been done to Remedy Conflicts of Interest?
-
- A Framework for Evaluating Policies to Remedy Conflicts of
Interest
5. What Are Conflicts of Interestand Why Are They Important?
- Financial intermediaries engage in a variety of activities to
collect, produce, and distribute information.By providing multiple
services, they realizeeconomiesof scope .
- However, these services may be competing with one another, and
this creates the potential for a conflict of interest.
6. What Are Conflicts of Interestand Why Are They Important?
- The conflicts of interest may arise as the concealment of
information for the dissemination of misleading information.
- We care about these conflicts of interest because a reduction
in the quality of information increases the presence of asymmetric
information.The problems therein were just discussed in the
previous chapter.
7. Ethics and Conflicts of Interest
- Conflicts of interest generate incentives to provide false or
misleading information.This behavior is considered unethical.
- One way to limit these conflicts is to make workers aware of
the ethics issues at stake, so that they are less likely to engage
in unethical behavior.
8. Types of Conflicts of Interest
- We will discuss, in turn, four areas of financial service
activities that harbor the greatest potential for generating
conflicts of interest.These are:
-
- Underwriting and research in investment banking
-
- Auditing and consulting in accounting firms
-
- Credit assessment and consulting incredit-rating agencies
9. Underwriting and Researchin Investment Banking
- Some investment banks bothunderwritenew securities sold the
public, and provideresearch(buy/sell recommendations) to the
investing public
- When revenues from underwriting exceed brokerage
commissions,favorableresearch will attract more business, at the
expense of unbiased recommendations to the investing public.
10. Underwriting and Researchin Investment Banking
- Ininitial public offeringsof equity, underwriters direct the
new shares as they wish, typically to their best clients
orpotential new clients .
- Since most IPOs are underpriced, many of these shares are
immediately sold for a profit (calledspinning ).This immediate
profit may appear as nothing more than payment for future
business.
11. Underwriting and Researchin Investment Banking
- Several recent cases highlight the conflicts that IPOs can
create.Lets look at two of these: The King, Queen, and Jack of the
Internet and Frank Quattrone and Spinning
12. The King, Queen, and Jack of the Internet
- The title refers to three influential technology analysts
during the internet boom:
- Conflicts of interest may have influenced recommendations they
made.
13. The King, Queen, and Jack of the Internet
-
- Publically hyped internet stocks while derailing them
privately.Changed recommendations when ML didnt get underwriting
business.
-
- Similar to Henry, recommendations were strong, but private
comments suggested otherwise.
14. The King, Queen, and Jack of the Internet
-
- Unlike Henry and Jack, Mary did have strong buy
recommendations, but didnt derail them privately.Indeed, she did
have poor recommendations for firms with poor prospects.She was
never subject to criminal charges.
15. Frank Quattrone and Spinning
- Frank worked for Credit Suisse First Boston underwriting new
internet stock issues.
- NASD filed a complaint in 1993 that he pressured analysts to
provide favorable coverage.
- Friends of Frank account used for spinning was also alleged
shares sold vary quickly for profit to friends.
16. Auditing and Consultingin Accounting Firms
- To return to our discussion of Types of Conflicts, we now look
at the role of auditors in public firms.They provide an unbiased
view of the financial reports to reduce asymmetric information
between the firms management and the investing public.
- By also providingmanagement advisory services(such as systems
support), the auditor has an incentive to fudge the audit if the
fees from other services are substantial.
17. Auditing and Consultingin Accounting Firms
- Auditors also have a conflict of interest since they are paid
by the firm they audit.If the auditor gives an unfavorable audit
report, the auditor may lose the auditing business as well.
- A well known case of the failure of auditors to provide
unbiased reports was Arthur Andersens audit of Enron.
18. Credit Assessment and Consultingin Credit-Rating
Agencies
- Bond investors rely on credit-rating agency assessment of firms
debt (debt ratings).
- However, ratings are only provided when the firm pays the
agency.Agencies, then, have an incentive provide better ratings to
attract business.
19. Credit Assessment and Consultingin Credit-Rating
Agencies
- Rating agencies have also started providing firms with other
services, and have the same conflicts as auditors inthis
regard.
- Lets look at this further in our mini-case.
20. Mini-case: Why get rated?
- In the 1970s, rating agencies earned revenue by providing
information about securities (ratings).However, this changed to
where the agencies now charge the issuer to have its debt rated.Why
the switch?
21. Mini-case: Why get rated?
- Free-riders explains this.Few actually paid for the
research.One would pay, and then make copies for everyone else.The
agencies started losing revenue.Its unfortunate that the solution
(charging issuers) created a conflict.Was there a better
solution?
22. Universal Banking
- Universal bankingrefers to institutions that provide some
combination of commercial banking, investment banking, and
insurance services.
- Glass-Steagall prohibited this in the U.S. as of 1933.However,
in 1999, Congress repealed this act, allowing for some form of
universal banks in the U.S.
23. Universal Banking
- Issuers that use the underwriting services of a bank will also
benefit from sale of its products to the banks other (retail)
customers.Customers should expect unbiased advice, but may not get
it.
- Bank managers may push investing products of its affiliates,
even if they arent in customers best interest.
24. Universal Banking
- Lenders with private (bad) information have an incentive to
withhold the information during security issuances in order to get
paid themselves, at the expenses of the investing public.
- Lenders may offer favorable terms to secure future underwriting
business.
25. Universal Banking
- Banks may use strong-arm tactics to sell its affiliate
insurance products.
26. Can the Market Limit Exploitation of Conflicts of
Interest?
- Conflicts of interest are a problemwhen they lead to a
decreased flow of reliable information (increasedasymmetric
information).
- However, even withpotentialconflicts, the incentives (financial
gain) may not be present to actually act on them.
27. When Are Conflicts of Interesta Serious Problem?
- Empirical evidence suggests that rating agency debt ratings are
unbiased, despite being paid by the firms.
- Underwriting and commercial banking also appeared to be free
from exploitations.Many banks in then 1920s spun-off their
investment banking activities to separate the functions.
28. When Are Conflicts of Interesta Serious Problem?
- Empirical evidence also suggests that the investing public
discounts recommendations made by the underwriters analysts.
- However, when temporary rewards to high (such as the late
1990s), trusted firms may extractreputational rentsfrom the
investing public by seeking short-term gains at the expense of
their future reputation.
29. The Banksters
- When the market fell in 1929, investors asked why they had been
encourage to buy securities.The Senate held hearings to investigate
this, and several cases of conflicts arose.As a result, Congress
passed Glass-Steagall to separate banking and securities.However,
this was repealed in 1999 just in time for another collapse.
30. What Has Been Done to Remedy Conflicts of Interest?
- Two major policies were implemented following the scandals of
the late 1990s and early 2000s.These are:
-
- Sarbanes-Oxley Act of 2002
-
- Global Legal Settlement of 2002
31. Sarbanes-Oxley Act of 2002
- Passed following the public outcry over corporate scandals.The
act, in summary, has the following six major components:
-
- Established the Public Company Accounting Oversight Board to
supervise accounting firms.
-
- Prohibited public accounting firms from engaging in nonaudit
services to a client it is also auditing.
-
- Members of the boards audit committee mustbe independent.
32. Sarbanes-Oxley Act of 2002
- Passed following the public outcry over corporate scandals.The
act, in summary, has the following six major components:
-
- Required the reporting of off-balance sheet activities.
-
- Appropriated additional funding for the SEC.
-
- Increased the charges for white-collar crimes and
obstruction.
33. Global Legal Settlement of 2002
- This was a settlement reached between the New York Attorney
General and several of the largest U.S. investment banks.The key
terms of the agreement included:
-
- Firms must severe the link between underwriting and research
activities.
-
- Firms must make public analyst recommendations and target
prices.
34. Global Legal Settlement of 2002
- This was a settlement reached between the New York Attorney
General and several of the largest U.S. investment banks.The key
terms of theagreement included:
-
- Brokerage firms required to obtain third-party, independent
research for their clients.
35. A Framework for Evaluating Policies to Remedy Conflicts of
Interest
- A trade-off between potential conflicts of interest and
economies of scale exists.Simply eliminating any potential conflict
may not be the best solution:
-
- The existence of a conflict of interest doesnot mean that the
conflict will havesevere consequences.
-
- Even if incentives to exploit conflicts are high, eliminating
the conflict may be worse if it reduces the flow of reliable
information.
36. Approaches to RemedyingConflicts of Interest
- Leave It to the Market: an appealing approach that relies on
market forces, but has the problem that the market has a short
memory for past problems.
- Regulate for Transparency: regulate mandatory disclosure, even
if it is more costly than the information provided.
37. Approaches to RemedyingConflicts of Interest
- Supervisory Oversight: force firms to provide private
information to a supervisor, who can act on it as deemed
necessary.
- Separation of Functions: separate those functions that create
conflicts, either within firms or (in extreme cases) by not
allowing those functions within the same firm.
38. Approaches to RemedyingConflicts of Interest
- Socialization of Information Production: look to public funding
for information providers, such as credit agencies.
39. Case: Evaluating SOX and GLS
- SOX has done some good, but it is costly.It is estimated that a
firm with revenue less than $100 million will spend about $800,000
(1.5% of sales) to comply.Ouch!
- However, recent data suggests that these costs are coming
down.But thats no surprise the setup costs arent being
incurred.
40. Case: Evaluating SOX and GLS
- The Global Legal Settlement called for public disclosure of
recommendations.However, analysts still have two clients money
managers and small investors.Who do you think gets the information
first?
- Other practices (like spinning) have been banned.And separation
of functions is required in reduce conflicts.
41. Case: Evaluating SOX and GLS
- But conflicts are still present.And there are unintended
outcomes such as fewer analysts and lower research
budgets.Solutions are never clear when trying to reduce conflicts
of interest!
42. Chapter Summary
- What Are Conflicts on Interest and Why Are They Important?We
discussed the role of information flow that may be affected by
conflicts of interest
- Ethics and Conflicts on Interest: we discussed how conflicts of
interest may lead to unethical behavior and argued for awareness of
the potential conflicts
43. Chapter Preview
- We examine recent equity market scandals and the consequences
on the investing public.We pose a broad question: what can be done
to resolve these problems?Topics include:
-
- What Are Conflicts of Interest and Why AreThey Important?
-
- Ethics and Conflicts of Interest
-
- Can the Market Limit Exploitation of Conflicts of
Interest?
-
- What has been done to Remedy Conflicts of Interest?
-
- A Framework for Evaluating Policies to Remedy Conflicts of
Interest
44. Chapter Summary (cont.)
- Can the Market Limit Exploitation of Conflicts of Interest? :
wereviewed potential conflicts in underwriting, research, auditing,
credit assessment, and universal banking, and further examine
empirical evidence suggesting that markets do take into account
known conflicts of interest
45. Chapter Summary (cont.)
- What Has Been Done to Remedy Conflicts of Interest?The
implications of the Sarbanes-Oxley Act and the Global Legal
Settlement were reviewed
- A Framework for Evaluating Policies to Remedy Conflicts of
Interest: potential remedies were suggested to address the
trade-off between the cost of conflicts and the benefits of
economies of scope