Case study 4.1 Lehman Brothers Inc.
Before the global financial crisis, which began in 2007, Lehman Brothers was a fabled New York-based brokerage firm and investment bank. Founded 157 year earlier, it had survived the American civil wars, the major economic depressions of the 19th and 20th centuries, and two world wars. By 2007, it was the fourth largest investment bank in the United States: only Goldman Sachs, Morgan Stanley, and Merrill Lynch were bigger. But that was not to last much longer.
The Lehman Brother’s board was dominated by Richard S. Fuld Jr, who served as chairman of the board, chairman of the company’s executive committee and chief executive officer. Early in 2008, the company’s stock was trading at US$65. By October 2008, it had sunk to US$3.65, following the company’s filing for bankruptcy in September 2008. The Federal Reserve refused to provide funds, as it did with other banks, as mentioned in Chapter 1.
The problems had begun to appear earlier in the year: dramatic losses on sub-prime mortgages,
Devaluatuion of the company’s credit rating by the rating agencies, and loos of clients. In June 2008, the company announced a Us$2.8 billion loss for the second quarter, and the stock dropped to its lowest
Level for eight years. Yet the board seemed unable to grasp the depth of the problems facing the company: the was no investigation by the independent directors, no special study by the board’s finance and risk committee, no call for a capital infusion, although it was apparent that one needed.
The board of Lehman Brothers Inc. had ten independent directors, half aged over 70, with two in their 80s. The executive committee consisted of Fold, the COO, the CFO, and 80-year-old Henry Kaufman, although this committee met only twice the financial year 2007-08, despite the growing global financial crisis.
Why were the directors apparently blind to the reality of risk that the bank was facing? Where were the auditors? Why was the investigative media ignored? Could the culture of the board have encouraged delusions of invincibility? Was this hubris after 158 successful years?
Fuld did change his top management team: president and COO, Joseph Gregory, and CFO, Erin Callan, were ‘let go’. In June 2008, Fuld announced that he would decline his bonus for that year. He made no offer to return any of the previous five year’s compensation, which in total had been more than a billion dollars.
After the collapse of the company, Fuld was summoned before the Committee on Oversight and Government Reform of the US House of Congress. His air of invincibility hed gone. Although he accepted personal responsibility, he blamed the circumstances, not himself, saying that:
In the end, despite all our efforts, we were overwhelmed...(the) destabilizing factors, rumours, eidening credit default swap spreads, naked short-selling, attacks, credit agency downgrades, a loss of confidence by clients and counterparties, and strategic buyers sitting on the sidelines waiting for an assisted deal-these were all part of Lehman’s story.
He added that this had been a familiar tale for many other financial institutions at the time, but they had been bailed out by the government
The company had not been immune from regulatory challenge previously. In 2003, the US Securities and Exchange Commission (SEC) settled charges against Lehman Brothers that had arisen when Lehman’s research analysts gave supposedly indepdent investment advice on companies in which Lehman had an interest. Along with nine other brokerage firms, Lehman reached a settlement with the SEC, the New York Stock Exchange, the New York Attorney General, and other state regulator; Lehman agreed to pay US$50 million to settle the conflicts of interest case: one half to state regulators; the other half into a fund for the benefit of customers. In addition, Lehman paid US$25 million over five years to provide the firm’s clients with indepdent reseach, and US$55 million for invertor education.
In March 2010, an examiner appointed by the Bankruptcy Court reported questionable activities in 2007-08, claiming that Lehman had used period-end repurchase agreements, which temporarily removed securities from the balance sheet, showing them as sales to improve its financial standing.
* Following the collapse, the British Barclays Bank attempted to buy the company, but was prevented by UK and US regulatory concerns. Eventually, Nomura Holdings acquired the Japanese, Hong Kong, Australia, Asia-Pacific, European, and Middle East businesses.
Discussion questions
1. The case claims that Lehman Brothers was dominated by Richard S. Fuld Jr. Was this desirable?
What steps could have been taken to avoid it? Who could have initiated these steps?
2.The case highlights Lehman’s elderly directors.
* Does the age of directors matter?
* Is it possible for the research analysts of a financial institution to give independent investment advice to clients about a company when the finical institution has an interest in that company?