Wednesday, December 21, 2016

Happy-Holiday Synopsis

What a year it has been!  We sign off for 2016 with a short brief on the wave of activity that has occurred in recent weeks, wishing our readers a happy holiday season and a terrific 2017.

The main new stories of the year have been the escalation of ERISA retirement plan litigation and the unfolding conundrum that is Wells Fargo.  Meanwhile, some of the other ongoing litigation has expanded, including with FX cases being filed abroad.

But here are some of the main happenings over the last 2-3 weeks.

Actions & Settlements

Gold & Silver Fixings Class Actions [1], [2]: The court approved Deutsche Bank’s settlements of $60 million and $38 million, respectively. Meanwhile, plaintiffs’ attorneys filed documents highlighting electronic communications provided by Deutsche Bank that they argue demonstrate alleged manipulation and collusion across banks. Deutsche is the only bank to settle so far. 


  1. Goldman Sachs settled ISDAfix manipulation class action allegations for $56.5 million. (Class action claims against seven banks/brokers remain outstanding.)
  2. Meanwhile the CFTC took an enforcement action, its third in regards ISDAFIX, against Goldman Sachs -- the others being against Barclays and Citibank. The ISDAFIX penalty brings the CFTC's tally to over $5bn in fines (across 18 actions) relating to FX, LIBOR, EURIBOR and ISDAFIX misconduct.
Euribor: The European Commission fined Crédit Agricole, HSBC, and JPMorgan Chase a total of €485 million (~$520 million) for manipulating the Euro Interbank Offered Rate (Euribor).

Dark Pools: Deutsche Bank settled with New York State for $37 million and FINRA for $3.25 million over its equities order routing practices.


  1. PIMCO settled for $20 million SEC allegations that the asset manager misled investors about the performance of its Total Return ETF (ticker: BOND) by failing to disclose that a significant factor in BOND’s outperformance was its strategy of purchasing odd-lot positions at discounts and then immediately marking them up to the round-lot prices.
  2. The DOJ charged executives at hedge fund Platinum Partners with fraud, alleging Platinum fraudulently overvalued its illiquid assets to stoke high returns, as well as for other problematic practices.  The SEC filed similar civil charges.

Happy holidays!

[1] In re: Commodity Exchange, Inc., Gold Futures and Options Trading Litigation (1:14-md-02548)
[2] In re: London Silver Fixing, Ltd. Antitrust Litigation (1:14-md-02573) 
[3] Alaska Electrical Pension Fund et al v. Bank of America Corp et al (14-cv-07126)

Tuesday, November 29, 2016

Not ... Just ... Yet ... Wells, Fargo

If Wells Fargo didn't already have enough to worry about, last week things got a little bit more “interesting” with the filing, against Wells, of a class action complaint filed by employee-participants in its $35 billion retirement plan.

Wells is busy dealing with the aftermath of its fake accounts scandal.  It has paid the CFPB a $185 million penalty, but the reputational fall-out is ongoing, as outsiders seem to show more empathy towards the (former) employees at the heart of the scandal, and less with the company itself. Hundreds if not thousands of Wells' employees were let go over a period spannin years, accused of fraudulently opening 2 million customer accounts ... enough to cost former Chairman and CEO John Stumpf his job.  He fell on his sword last month. 

Much has been made of  the culture at Wells Fargo that may have enticed (or even compelled) thousands of employees to conclude that it was better to conjure up fake customer accounts than to fall short of sales quotas, especially after some of the 5,300 workers fired for the scandal decided to sue for wrongful termination that they allege was in retaliatory.  (With a nod in Wells Fargo's direction, the CFPB put out a bulletin yesterday on "Detecting and Preventing Consumer Harm from Production Incentives.")

The complaint filed last week  alleges that Wells Fargo enriched itself at the expense of its employees by engaging “in a practice of self-dealing and imprudent investing of Plan assets by funneling billions of dollars of those assets into Wells Fargo’s own proprietary funds.” The plaintiffs argue that Wells Fargo’s proprietary funds, specifically its target date funds (which were a default investment option), charged higher fees than, and under-performed against, comparable funds. 

It is a familiar tune that we have heard from employee plaintiffs at other financial services firms, such as Morgan Stanley and Putnam Investments, two of several financial services firms recently accused of self-dealing through its employee retirement plans. Similar cases have already been settled (e.g. Ameriprise for $27.5 mm and Mass Mutual for $31 mm). Self-dealing asset managers are not the only alleged culprits – 2016 has seen at least two dozen lawsuits over retirement plan fees and offerings, including twelve by university employees.

Pat Bagley, Salt Lake Tribune; licensed by PF2

A primer on the ERISA litigation can be found here.

The case is: Meiners v. Wells Fargo & Company et al (16-cv-03981) 

More on issues of corporate culture at financial institutions, here

Friday, November 18, 2016

FX Settlements Up and Up-dated

It has been a little over a year since we last visited the state of currency markets litigation.

For the main benchmark rigging allegation issue, overall settlements have now surpassed $12.2 billion, primarily in fees imposed by global supervisory authorities.  North American private actions account for over $2 billion, but many of the defendants are yet to settle.  Since our last update, we have seen three, albeit relatively small, settlements by defendants in the Canadian class action.

Outside of the main case, there have been settlements by custodians State Street ($530 mm) and Bank of New York ($714 mm) in cases alleging they failed to provide, as promised, "best execution" on FX conversions on standing orders.  Separately, Barclays has settled with regulators and a private litigant over issues concerning its backing away from live quotes, implementing a potentially one-sided "last-look" approach.

Here is the current status of the settlements in re potential benchmark rigging.  It is noteworthy that counselors representing the class actions have pursued, and often exacted large settlements from, parties that have escaped regulatory fines.

Friday, September 16, 2016

The Influence of Short-Termism on Corporate Culture

Our first piece on corporate culture at financial firms is up and ready (click here).

We managed to grab the first bit of news in the ongoing Wells Fargo saga, but there should be further developments next week Tuesday, when Wells' CEO, John Stumpf, appears before a Senate Banking Committee hearing.  He will face some tough questions.

(Meanwhile the House Financial Services Committee announced today that it too will be investigating the allegedly illegal activity by Wells Fargo employees, and says it too will summon CEO Stumpf to testify later this month.)

We don't want to give it away, but here's a short blurb, enticing you to read the piece.  We hope you'll dig in!


Bank of America is cutting costs. Its headcount has decreased by roughly 15,000 employees annually over the last three years. Things are moving fast. CEO Moynihan recently explained that: "We're driving a thing we call responsible growth. You've got to grow, no excuses." 

Meanwhile, it has become known that numerous Wells Fargo's employees have been creating unauthorized accounts for their clients. Millions of accounts. More than 5,000 employees are said to have been fired. 

Perhaps growth has its costs. 

Short-Termism and its Potent Influence on Corporate Culture at Financial Firms tries to frame the issue: how and to what extent can short-term thinking patterns hurt the long-term goals of a firm?

The financial firms are under pressure, including from increased regulatory oversight (and non-compliance risk) and the renewed focus on cultural issues within financial firms.  

We analyze some of the problem zones and propose a framework for tackling short-term thinking patterns and the associated cultural concerns -- appreciating that the mindsets, incentive structures, and personality types at financial firms can make matters all the more challenging. 

In addition to Wells Fargo, we include examples and thought-pieces from: 
  • Credit Suisse Citigroup 
  • Green Tree Financial 
  • JP Morgan 
  • Platinum Partners 
  • Société Générale 
  • Visium Asset Management
As always, all feedback is welcome and appreciated!


Monday, August 15, 2016

Buy-Side Pricing Alerts

The money center banks have for years been heavily criticized for their pricing operations going awry. 

Many of these issues occur in the fixed income or over-the-counter (OTC) markets, where transparency is limited, secondary market liquidity near invisible, and pricing discrepancies sometimes easily and innocently explained away.

The banks have had their troubles and issues with consistent pricing across different divisions.  The "London whale" saga at JPMorgan was one of the big ones.  

Anybody who watched The Big Short recently will remember the palpable frustration in the air as the "shorts" waited anxiously for RMBS and CDO price depreciation, which lingered endlessly, much to their frustration, despite the obvious downward change in fundamentals.  In the book, Scion Capital’s Michael Burry is quoted as saying: 
“Whatever the banks’ net position was would determine the mark,” ... “I don’t think they were looking to the market for their marks. I think they were looking to their needs.”
Pricing Concerns ... Coming to a Fund Near You

In the Big Short, the focus on pricing was on banks' failure to lower prices quickly enough.  But pricing concerns are more typically focused in the other direction: asset price inflation. And nowadays the buy-side is taking the brunt of the investigative interest ... with the focus being drawn on their valuation of private companies.

First, let's step back.  Everybody who owns a computer (even a smartphone) can see where Apple's stock trades.  Yes there are off-exchange venues (including dark pools) but generally there is plenty of price transparency for liquid large-cap stocks.  

Importantly, all institutions would hold Apple stock at the same value on their balance sheets, whether they're long or short, expecting it to rise or fall.  Each institution's opinion doesn't matter: the market dictates.

In OTC and private company's equity valuation worlds, there isn't necessarily a ready instead of marking-to-market the world more generally marks-to-model.  Each firm can hold the same security at a different price.

But the problem is, well, funds charge fees based on performance.  Higher asset prices translates into better performance.  Ergo, mark your assets higher and you'll make more money.  Voila!  Next, funds advertise their performance.  Higher marks therefore means better performance; marketing of stronger performance can translate into higher capital inflows from investors, which means more money under management, which means more fees.  Brilliant!

So that's the problem (the incentive/motivation is too compelling!).

The news pieces are coming in thick and fast.

On Friday, Reuters published a piece called: U.S. mutual funds boost own performance with unicorn mark-ups which explained that:
"The Securities and Exchange Commission (SEC) has been asking mutual fund companies how they value their stakes in companies like Uber, Pinterest Inc and Airbnb...  The regulator is worried investors could get hurt in case of a sharp tech downturn, according to two people familiar with the SEC's queries."
The WSJ had written a similar piece back in November 2015: Regulators Look Into Mutual Funds’ Procedures for Valuing Startups, noting that:
"According to a Journal analysis of data provided by fund-research firm Morningstar Inc. of startups worth at least $1 billion, there were 12 instances over the past two years in which the same company was valued differently by more than one mutual fund on the same date."  
And BloombergBusinessweek, back in March 2015, had put together perhaps the most entertaining read of all:  We Tried to Re-Create JPMorgan’s Mutual Fund Returns and Gave Up: "The bank’s impressive mutual-fund-group performance figures come with little explanation ."


We're keeping a close eye on asset pricing issues, especially in the credit space.  If you notice anything we're missing, let us know.  Click here for a compilation of pricing issues we have seen recently, including specific investigations.

Tuesday, July 5, 2016

Student Loan ABS Update & Ratings Mismatches

We've kept a look-out on the National Collegiate Student Loan Trust (NCSLT) shelf we inspected more fully in January this year.

At the time, we commented on the nature of all outstanding notes, originally rated AAA by Fitch or S&P, being currently rated junk (sub investment grade) -- and often in deep junk territory.  

In January, S&P had some of those notes on watch for upgrade, but those have since been attended to by S&P.  As we revisit these notes, none of those notes on watch for upgrade was upgraded by S&P into investment grade territory (BBB- or above).  And, due to a technical dispute having arisen in respect of a servicing agreement, some of the Moody's-rated investment-grade notes were placed on downgrade watch.

This shelf really shows the difference between rating agencies' approaches.  The ratings performance may say more about the viewer than the viewed.   

Just have a look at the currently ratings for each note outstanding that was originally rated AAA by Fitch/S&P or Aaa by Moody's.  For each rating agency, there are roughly 55 notes described in the table below. Moody's has roughly half of their outstanding notes, originally Aaa still in investment grade territory.  Fitch and S&P have none.

Meanwhile the following, originally AAA, note successfully paid off in full in November 2015, at a time that it was rated C by Fitch, CCC by S&P and Aa1 by Moody's. (Moody's subsequently upgraded it in December, after it had been paid off, but this was probably just due to an administrative or technical shortcoming on their side.)

The next one is a good example, too.  Originally AAA it was downgraded to CC by Fitch in 2013 and has remained there since.  Then in 2014 Moody's upgraded it to Aa1 and then in December 2015 back to Aaa, its original rating.  But in May 2016, while Moody's had just upgraded this note to Aaa, S&P took it off watch for upgrade, and left it at CCC.

Your AAA, is my CCC, is my CC...

Ratings history snapshots, above, courtesy of Bloomberg LP.

Friday, July 1, 2016

A Rocky Start to Q3

It's been a week since the Brexit vote.  And silver, not gold, has been taking off.

Usually in lock-step with gold, silver has outperformed gold by roughly 9.2% over the last 4 days.  Gold has been up 1.3%.  Silver, on relatively high volume, has gone up more than 10%.

This graph shows silver in green, each day adding to its gains over gold, in white (both were normalized at 100 for the comparison).  And we're again pointing out the suspicious volume, in red, at roughly 3:33 pm yesterday in SLV, which we commented on yesterday, almost a half hour before the day's close, (which was importantly also quarter-end).  

By yesterday, silver had moved 4.5% relative to gold.  Today, it moved another 4.5%, after opening again far higher on high volume.

Silver futures, too, show similar patterns to the ETF, and volume spikes.  Our hunch is that a bigger play was at large here behind the scenes, possibly involving or culminating in the squeezing our of some silver shorts.  Certainly, if it were a drive purely to protect against economic concerns, pertaining for example to Brexit, we would have expected to see the gold markets move in similar fashion.

Thursday, June 30, 2016

Silver is Golden ... or Gold has Lost its Luster (for today)

The last 2 days have been pretty good to silver's ETF (SLV) and pretty ordinary for gold ETF (GLD).  
Gold and silver, often joined at the hip, have disconnected from a price perspective ... and there's some interesting trading at the center of it.  Overall, silver is showing gold who's boss, disconnecting from gold for a 4.6% gain over the last two days.  

Is somebody (or some firm) keen on silver and not so keen on gold, or might a barrier have been tested on an option expiring at quarter-end?

We just moved into quarter-end, and both GLD and SLV moved slightly higher into the 4 pm close, on some synchronized, high volume (right around 3:59 pm).  

But perhaps the 3:33 pm move, unique to silver, (on high volume) is interesting.  Silver hits a peak at 3:33 pm, so perhaps a barrier was tested, say on a knock-in knock-out option.

You can see the additional volume spike in the lower silver graph -- but not in the gold above -- just before the close.

And this graph zooms in on the price movement (up) on the very short infusion of interest in the silver market at 3:33 pm today. It then losing some of its gains before pushing higher again into the close at 4 pm.

Graphs courtesy of Bloomberg LP.

Thursday, June 23, 2016

Bank Stress Tests and the Problem of Ignoring Reality

“Too large a proportion of recent "mathematical" economics are mere concoctions, as imprecise as the initial assumptions they rest on, which allow the author to lose sight of the complexities and interdependencies of the real world in a maze of pretentious and unhelpful symbols.
                                                                                        - John Maynard Keynes

The 2011 European Bank stress tests were largely held in disregard.  They had managed to assume away the implications of a chief risk held by the banks being tested – that countries within the EU could default – culminating in several banks easily passing the tests, only to fail soon thereafter.

The results were released in July 2011, with Dexia and Bankia and the Cypriot banks passing and sometimes easily passing the tests. Dexia failed in October 2011. Bankia survived a little while longer, before being nationalized in May 2012. The Cypriot banks never triggered any kind of concerns among the key monitoring agencies, the EU, EBA, IMF or BIS, well, not before the Cypriot banking collapse.

The editorial board at Bloomberg View just put out a piece on why the US Fed's bank tests lack credibility.  Same problem, here: a lack of basis in reality:
"...the simulation [being run] is a far cry from what happens in a real crisis. It doesn't fully capture how contagion can afflict many of a bank's counterparties at once, magnifying losses many times over. It also assumes that a thin minimum layer of equity capital -- just $4 per $100 in assets -- would be enough to maintain the market's confidence in a bank's solvency. These flaws make a passing grade almost meaningless."
Reality is very different, and modeling behavior in a stressed environment is necessarily a different process from modeling a normal environment, as what was previously uncorrelated or even inversely correlated can suddenly become correlated ... as the economic principles break down and legal rules change.

We're not saying this is easy – but there's little comfort to be gained in performing a test if that test fails to capture the harsh reality that, in times of crisis, our (joint) behavior itself will compromise the predictive value of the theoretical process we're modeling.  

Perhaps a picture will say it best:

Tuesday, June 21, 2016

GFC 2.0 – Could it Happen Again?

We returned recently from an enjoyable and enlightening trip to Australia.

This post covers some of the recurring themes that emerged from our discussions Down Under. Given NY’s central positioning in the "GFC" (Australia’s initialism for the Global Financial Crisis) and so many of the subsequent reform efforts, the Aussies were curious to hear our view on whether it can happen again. 

With assistance from some graphics and helpful references, we are going to try to answer this question in a short-ish blog. 

A recent post by Bruce MacEwen over at Legal Business does a solid job of summarizing a number of indicators suggesting that economies across the globe are failing to respond to monetary stimulus efforts as central bankers would have hoped, and we were asked about many of these same issues. MacEwen ends his post: “I submit that we have positive confirmation of that hypothesis [Growth is Dead] and that our attention has to turn now, if it hasn't already, to the 'Now What?’” 

Rather than focusing on what might precipitate a GFC 2 – Mohammed El-Erian recently posted some thoughts on this here – we focus on what has been happening, and whether we might be particularly vulnerable to a shock, major or minor. 

In short, the Fed’s response to the first GFC was to expand the monetary base in support of financial asset prices: the "Greenspan Put" which has been handed down to Bernanke and then on to Yellen: 

The emerging narrative is that Central Banks around the globe have in quick succession reduced borrowing costs to record lows (over $10 trillion in negative-yielding sovereign debt), stimulating monetary supplies as a temporary measure to buy time and allow economies to recover from the shock of 2008. However, politicians have typically not had the stomach to implement the structural fiscal reforms required for sustainable economic growth … and have simply used the liquidity injection from central banks to borrow additional cash to fund deficits rather than cut benefits or restructure meaningfully. 

Furthermore, the other (some would say main) engine of economic growth – private-sector corporations – have more generally retreated from capital investment that would normally be conducive to economic growth. This pullback can be attributed to a range of reasons, from repairing their own balance sheets to an uncertainty in the economic environment that has culminated in their being conservative in their capital planning. The net effect has been an increase in system-wide leverage, with global debt rising to ~240% of GDP at the end of 2014 (from ~200% pre-GFC).

US corporate debt has climbed as earnings have stagnated: 

Over at Casey Research they highlight that (non-financial) corporate debt growth is outpacing GDP growth and has now eclipsed the debt-to-GDP ratios seen in each of the past three US recessions. This is not to say it makes another GFC imminent, as the lead time between the increase in corporate debt relative to GDP and previous recessions has varied.  Rather, it simply highlights that not much has improved from previous cycles with regard to the amount of leverage in the system. 

Now, one might argue that the increase in leverage / debt loads would be sustainable if sovereigns or corporations were taking advantage of record low yields to invest in growth via infrastructure projects or R&D, which would likely be the policymakers’ preference. 

However, instead of capitalizing on low borrowing costs to invest in growth, borrowing cheaply has allowed them to maintain a certain level of politically "easy" spending, enabling them to delay making the hard choices.   As for corporations’ use of their increased borrowings, Bloomberg’s Matt Levine will often tell us that “people are worried about stock buybacks”... This suboptimal use of borrowings, at least from the perspective of driving revenue growth, has been among the factors leading ratings agencies to downgrade their assessments of corporations’ ability to repay their increasing debt burdens.  Only two companies remain with AAA ratings from S&P.

Some may then argue that since the GFC, regulators have learned the lessons of what precipitated the crisis. They have worked to stabilize the financial system through increased scrutiny of banks’ activities, such as the Volcker Rule, and capital planning through annual stress tests such as CCAR – and this rather looks to continue to increase bank’s market risk capital requirements by roughly 40% from pre-crisis levels. However, John Kay’s “Other People’s Money” argues that while the extent of regulation has increased, it is an expansion of a flawed methodology and does not address the fundamental issues within the banking sector: so these capital increases are unlikely to save us. 

Further, even if regulators do get the house in order for individual banks, Adair Turner’s “Between Debt and the Devil” argues that one should think of debt as a negative externality akin to pollution. That is, while it may be rational for an individual borrower and lender to come to terms, one must consider the overall amount of leverage in the system, which is not something we are aware of regulators explicitly controlling (yes, the Fed has attempted to limit US banks from underwriting / syndicating leveraged loans where resulting leverage would be greater than 6x EBITDA, though that has simply pushed the underwriting to shadow banks / foreign regulators banks such that the impact on overall system leverage is doubtful). We have only seen individual bank stress tests, and some macro-prudential initiatives around housing markets from our Antipodean friends – so even if banks are individually well capitalized, which we previously said they may not be, it is the overall leverage across the system that should concern us. 

With tepid growth across most of the developed world, corporate and government balance sheets more levered than any time before, and interest rates already at historic lows, central banks may have few levers left to battle any further deterioration in economic performance, regardless of the drivers. And drivers there are, from consumer debt growing in worrisome fashion, to debt being sold to insure banks against rogue trades, to one-off securitizations being done to the tune of $6 billion. And the list goes on, in addition to El-Erian's factors mentioned above.

If we agree that our central banks may not be well positioned to play as formidable a role, we would have to hope that structural reforms are in place to allow private institutions and individuals to step in.  And that, too, seems hardly to have been corrected since the GFC with, among other things, self-perpetuating vicious cycles still being a problem – in the pricing and rating of securities – during a stressed environment or a liquidity event.  

Outside of the central banks, we don't seem yet to have a functioning correction mechanism.  So, when asked whether it can happen again, our response has been: "We hope not, but what could possibly go wrong?”

Monday, May 23, 2016

Probes into Trading Executions

We've been keeping logs of valuation/pricing disputes and issues pertaining to fees charged (more regularly buy-side probes).

This new set is a little different.  Here, we're looking at investigations into whether the buyer/client/customer got a fair execution from the broker-dealer (primarily sell-side probes).

As you'll see from the following list, the regulatory heat is on...
  1. Oct. 2017: RBS to pay $44 million to settle U.S. charges it defrauded customers: "RBS will pay a $35 million fine, plus at least $9.09 million to more than 30 customers, including Pacific Investment Management Co, Soros Fund Management and affiliates of Bank of America, Barclays, Citigroup, Goldman Sachs and Morgan Stanley. Prosecutors said that from 2008 to 2013, RBS cheated customers by lying about bond prices, charging commissions it did not earn and concealing the fraud in an effort to boost profit at the customers’ expense."

  2. May 2017: SEC Charges Former Head Traders at Nomura With Fraud. "The Securities and Exchange Commission today charged a pair of former head traders who ran the commercial mortgage-backed securities (CMBS) desk at Nomura Securities International Inc. with deliberately lying to customers in order to inflate the profits of the CMBS desk and line their own pockets as a result." ... “As alleged in our complaints, Im and Chan operated under cover of an opaque CMBS secondary market to gain illegal trading profits and potentially larger bonuses by lying to firms on the other side of their trades about the prices at which they were buying and selling securities,” said Andrew M. Calamari, Director of the SEC’s New York Regional Office." 

  3. May 2017: Two Former Barclays RMBS Traders Settle Fraud Charges for False or Misleading Statements and Excessive Mark-ups; Barclays Settles Charges for Failing Reasonably to Supervise. "The SEC staff’s investigation found that Lee and Wong made false or misleading statements to Barclays RMBS customers, including false or misleading about the price at which Barclays had bought the securities; the amount of profit Barclays was making for facilitating the trades; and who owned the securities, including creating a fictional third-party to create the appearance of price negotiations." 

  4. Jan. 2017: Citadel pays SEC $22.6 million to settle charges of misleading customers. "The SEC found that between 2007 and 2010, Citadel used two algorithms to execute stock trades on customers’ behalf that gave investors a worse price for their trades, even when Citadel knew better prices existed elsewhere. The SEC penalized Citadel for failing to disclose the use of those algorithms to clients." 

  5. Sept. 2016: Ex-Morgan Stanley Trader Caught in SEC Mortgage-Bond Probe. "Bonacci, 31, misled Morgan Stanley customers in 2012 in at least five transactions about the price the bank had paid for the mortgage bonds he was selling, and how much the bank was getting paid for arranging the trades, the SEC said in an administrative order." 

  6. Sept. 2016: Westpac refunds $20m to customers over foreign transaction fees. "The Australian Securities and Investments Commission indicated the bank did not clearly disclose the transactions that attract the fees — including where transactions are made in Australian dollars but processed by overseas merchants such as Amazon." 

  7. August 2016: Former Goldman Sachs Trader Settles Fraud Charges. "An SEC investigation found that Edwin Chin generated extra revenue for Goldman by concealing the prices at which the firm had bought various RMBS, then re-selling them at higher prices to the buying customer with Goldman keeping the difference." 

  8. May 2016: Why Merrill Lynch and Stifel Were Fined by FINRA. "Merrill Lynch, Pierce, Fenner & Smith, a subsidiary of Bank of America (BAC), was ordered to pay $422,708 in fines and restitution by the Financial Industry Regulatory Authority for charging customers excessive markups and markdowns on municipal securities." 

  9. May 2016: State Street Nears Settlements to End Probes Into Alleged Overcharges. "The lawsuits accuse State Street of promising to execute foreign exchange trades for clients at market prices, but instead using inaccurate or fake rates that included hidden markups. The alleged overcharges occurred between 1998 and 2009, ..."

  10. May 2016: U.S. investigates market-making operations of Citadel, KCG.  "Federal authorities are ... looking into the possibility that the two giants of electronic trading are giving small investors a poor deal when executing stock transactions on their behalf." 

  11. May 2016: Lawson Financial, Its Top Officials Charged in Muni Case. "[FINRA] has filed a complaint against Phoenix-based Lawson Financial Corp. and the firm's president and chief executive officer, charging them with securities fraud in connection with the sale of millions of dollars of municipal revenue bonds to customers." 

  12. Apr. 2016: Three Firms Ordered by FINRA to Pay $115K for Muni, Other Violations. "Alton Securities Group, based in Alton, Ill., did not receive a fine for its conduct but was ordered to pay $75,000 in restitution, plus interest, to customers for taking excessive markups and markdowns in muni and corporate debt and for not making suitable recommendations on exchange traded funds. FINRA found in 104 muni trades occurring between February 2009 and June 2013, markups ranging from 3.01% to 4.53% that [] violated MSRB Rule G-30 on prices and commissions."

  13. Feb. 2016: Oppenheimer One of 7 Firms FINRA Fines Over Minimum Denominations. "Oppenheimer & Co., WFG Investments, and E*TRADE are three of seven firms that [FINRA] fined ... for trading municipal securities below the minimum denomination." 

  14. Jan. 2016: BNY Mellon faces lawsuit claiming FX transaction overcharges on ADRs

  15. Jan. 2016: The Hidden—and Outrageously High—Fees Investors Pay for Bonds

  16. Jan. 2016: Barclays, Credit Suisse Charged With Dark Pool Violations. “Dark pools have a significant role in today’s equity marketplace, and the firms that run these venues must ensure that they do not make misstatements to subscribers about their material operations,” said Andrew Ceresney, Director of the SEC’s Enforcement Division. “These largest-ever penalties imposed in SEC cases involving two of the largest ATSs show that firms pay a steep price when they mislead subscribers.” 

  17. July 2015: Banks are ripping off investors in overseas markets. "...these are the first in history by ADR shareholders against depositary banks, in this case Citibank and JPMorgan, according to Germinario. In the Citibank case, ..., the investors claim the bank docked fees from dividends and cash distributions by foreign companies without proper disclosure ..." 

  18. Mar. 2015: BNY Mellon Agrees to Pay $714 Million to Settle Forex Probes. "Federal and state officials alleged in lawsuits filed in 2011 that the bank misled investors about foreign-exchange deals by promising it would provide the best rates available when executing trades. Instead, the bank obtained the best rates for itself and gave less favorable terms to customers, pocketing the difference,..." 

  19. Jan. 2015: SEC Charges Direct Edge Exchanges With Failing to Properly Describe Order Types

  20. Aug. 2014: Edward Jones to Pay $20 Million for Overcharging Retail Customers in Municipal Bond Underwritings

  21. Mar. 2014: SEC Said Examining Hidden Electronic Bond Trading Prices. "The practice of dealers showing clients different prices for the same securities on electronic bond-trading platforms is drawing the scrutiny of the [SEC], which is concerned that smaller investors are being penalized." 

  22. Feb. 2014: Regulators Are Probing How Goldman, Citi and Others Divvied Up Bonds. "The Securities and Exchange Commission has sent requests for information about how banks allocate corporate-bond deals and how they traded those bonds after they were sold, the people said."
Visit our recent research piece on financial markets probes and litigation, here.

Thursday, May 5, 2016

How About a Real Federal Bailout for Puerto Rico?

Later this month, Congress will begin its race against a July 1st deadline to pass legislation addressing the financial mess in Puerto Rico. July 1 appears to be the date on which the Commonwealth will default on general obligation debt service payment – the first such default by a state or territory since 1933. The proposed bill, HR 4900, includes a combination of federal oversight over Puerto Rico finances and a mechanism to restructure the island’s public sector debt. Although the restructuring procedure would begin with voluntary negotiations between issuers and bondholders, the bill would authorize courts to impose cram-downs on holdout bondholders.

This last aspect has displeased hedge funds that own Puerto Rico bonds, and they have been trying to kill the legislation. The most visible part of this effort has been a spate of issue ads on TV urging voters to call their Representative to stop the so-called federal bailout. When people think of a bailout, they normally assume that taxpayer money is being spent on some objectionable purpose. In this case, the ad misleads viewers to think that Congress is trying to send more federal dollars to the island. In fact, the legislation does not provide any new funding to Puerto Rico whatsoever. Even the federal oversight board is to be funded with proceeds from new bonds that will be obligations of the Commonwealth. 

Although I like HR 4900 overall, I think it would be better if the federal government did make a financial commitment. Specifically, I suggest that Puerto Rico Commonwealth bonds be exchanged for newly issued US Treasury Bonds with similar maturities. The federal government would service these new Treasury Bonds by diverting grant monies earmarked for the Commonwealth government.

Right now, most Puerto Rico bonds carry coupons of between 5% and 8%. Treasury rates are below 3% at all maturities. Refunding Puerto Rico bonds at par with Treasuries saves bondholders from taking a haircut and saves taxpayer money viz.-a-viz. fully servicing the current bonds. The swap is thus a win/win situation.

While the debt burden would then be shifted onto the federal government’s books, there is a surefire way for federal taxpayers to be made whole. Each year, the federal government provides over $7 billion in grants to Puerto Rico’s public sector to support a variety of services. Under my proposal, any money needed to pay principal and interest on the newly issued Treasury bonds would be withheld from Puerto Rico and used instead to pay holders of the new Treasury bonds.

This concept has a rough precedent in the municipal bond market. Several states provide credit support to local school district bonds through aid intercepts. The state deducts principal and interest from money that would otherwise be apportioned to the school district borrower and remits it to bondholders. School bonds serviced this way carry ratings similar to those of the state, allowing small districts to realize substantial interest savings. (Typically the aid intercept mechanism is just a backup in case the school district fails to pay, so this is a bit different from my recommendation for Puerto Rico).

I propose this only as a solution for Commonwealth-issued bonds including General Obligations and COFINA sales tax supported debt. Debt issued by other Puerto Rico borrowers should be restructured either according to procedures laid out in HR 4900 or using the Chapter 9-like mechanism provided by the Puerto Rico Corporations Debt Enforcement and Recovery Act of 2014 now being reviewed by the Supreme Court. This non-Commonwealth debt is more akin to municipal bonds on the mainland that have been adjusted under Chapter 9, so there should be less political concern about using these mechanisms to restructure them.

* * *

I have been writing a lot about Puerto Rico lately. Here are some of my other recent commentaries on the web:

Thursday, April 28, 2016

So You Think You Can ... Run a Bank?

You’re probably not alone in thinking you could have done a better job running one of the banks.  

Now you can see if that’s true, thanks to the Banking Simulator, a creative, educational tool designed by PF2 team member Joe Pimbley.  Like a flight simulator for pilots, it will give you a chance to hone your skills in simulated, but realistic, market conditions and risk scenarios.

Bank managers and executives use models for VaR, loss distributions, economic and regulatory capital, to help with decision-making, but of course those cannot capture the human element of a manager’s decision-making process during a downturn or in reaction to a “black swan” event.
Click on the slideshow for detailed instructions
In the Banking Simulator, you'll be playing the part of the bank CEO or CFO; you'll have to make many quarterly decisions and contend with several risks to keep your bank afloat in whatever situations we throw at you... including bank runs. You decide on the level of debt and equity to issue, and the amount of risky assets to acquire. You also decide the strength of your risk management.

You must make quarterly decisions to: 
  • buy and sell risky assets
  • issue deposits
  • issue, redeem, and repurchase debt
  • issue and repurchase equity
  • pay dividends  

The simulator will show you your bank’s net income and stock price at the end of every quarter. You'll be encouraged to monitor and manage your asset-to-debt and reserve ratios, and you'll need to buffer against asset-liability or maturity mismatches.

Can you run a profitable bank, and at the same time maintain your reserve ratio, satisfy regulatory stress tests? 

Take your chances.  Let's see how resilient you can be, under changing market conditions.  Will you survive a run on the bank?

Monday, April 25, 2016

Rogue Bonds

We received a couple of calls late last week about the securitization structure (or catastrophe or "cat" bond) deal that Credit Suisse is preparing.

We haven't seen the deal docs, but from what we understand and have read, the concept is interesting:

Credit Suisse would free up some capital by insuring itself (by way of the bond sale) against certain operational risks, like fraudulent transactions, trade processing errors, regulatory or compliance shortcomings ... or the all-important concern of rogue trading, which caused JPMorgan and SocGen a pretty penny (just look up London Whale or Jérôme Kerviel).

We understand that CS would issue a two-tranche securitization, reportedly backed by a 700 million franc policy from Zurich Insurance Group.  Zurich would retain the first 10% of the risk, with the senior notes being sold off by way of a Bermuda vehicle.  From the reports we've seen, the senior notes would attach at losses of $3.6 billion and detach at losses of $4.3 bn. It's not immediately clear to us whether Credit Suisse would stomach losses above $4.3 billion, but that would seem unlikely ... we assume there's more to it than is publicly known at this time. 

Operational Risk, or What Credit Suisse Will

There are some serious questions.

It would seem Credit Suisse would have a massive informational advantage over the other side: they would know their operational strengths and weaknesses better than anybody else.   That's okay, as long as it's well understood.  

But the real questions start when there is a loss, 

Can one always put a value on the operational portion of the cost, easily separating out all of the factors?   Suppose for example that a loss is magnified as the market turns against a bank while it was slowly extricating itself from a large, unauthorized trade -- as happened in the case of JPM's London Whale?  Is that additional writedown the fault of the bank or the operational shortcoming?  How much of the supposedly unauthorized trade would have been "okay" and how much was "unauthorized"?  One issue here is that the party that knows best if probably Credit Suisse ... but it may often be a conflicted party, benefiting directly or indirectly through the decisions in makes in quantifying the losses.  

Next, the category of operational risk can be difficult to define, and items may fall in the grey zone. Might CS, knowing it has insurance, be more likely to categorize the marginal loss as operational?

And might it change Credit Suisse's approach to fixing up an issue to the extent it knows of certain insurance providers' interests or exposure?  At worst, knowing that they're insured, might they be less particular about buffering against the risk?  Could that create an adverse incentive from a cultural perspective? 

Banks might not need a second invitation!

If this all goes wrong ... we're insured!  Double down!  Lock and load!

Thursday, April 14, 2016

Goldies Sampling, and the Silver Settlement

This week has brought with it some significant disclosure on some of the forms of pre-crisis misconduct at the banks, and the first settlement of post-crisis alleged manipulation of the silver markets.

Allegations into silver and gold markets manipulation are among a string of claims made against the big banks for post-crisis benchmark manipulation -- the other well-known cases being the three exchange rate and interest rate manipulation allegations: LIBOR, FX, and ISDAFIX, the last of which survived a motion to dismiss, just two weeks ago.

Deutsche Bank has settled with the class In re: London Silver Fixing Ltd., Antitrust Litigation, 1:14-md-02573, U.S. District Court, Southern District of New York (Manhattan), but those terms have not been disclosed.

Statistical Sampling Techniques ... Gone Wrong

But the Goldman Sachs settlement (a headline settlement amount of $5.06 billion) for what the Justice Department calls "serious misconduct," provides some real insight into the artful approach taken to mortgage sampling for residential mortgage-backed securities (RMBS).

Imagine you wanted to get an idea of the quality of teachers at a school you're considering for your kids.  The school chooses a sample of 100 teachers, removes the 90 worst ones, and presents to you the 10 most credible, as if they were randomly selected to fairly represent the whole group of teachers.

Well that's pretty much what several of the big banks did.  They sampled the mortgage loans under consideration for inclusion in RMBS transactions.  They kicked out some (or perhaps all) of the non-compliant ones in the sample, and then they presented the cleaned-sample as if it represented the entire pool.  

Among the problems was that the samples were not very big.  So if half of the loans are non-complaint (say 50 out of 100), and you sample only ten percent (say 10 out of a 100) ... and then you kick out 5 from those 10, well, there are still 45 non-compliant loans (half of the unsampled 90 loans) going into the pool!

We wrote about this revelation/absurdity back in 2011, just after the Financial Crisis Inquiry Commission released documents showing this incredible pattern.  (You can read our report here, or below.)

The language in Monday's Statement of Facts is additive, and confirms some of the worst suspicions that come from documents provide by Clayton to the FCIC.  Here are some choice snippets: 
"Even when the percentage of loans graded as EV3s and dropped by Goldman from the due diligence samples indicated that the unsampled portions of the pools likely contained additional loans with credit exceptions, Goldman typically did not increase the size of the sample or review the unsampled portions of the pools to identify and eliminate any additional loans with credit exceptions."
"The Mortgage Capital Committee also asked “How do we know that we caught everything?” In response to that question, the Goldman due diligence employee who oversaw the due diligence for one pool of loans purchased from SunTrust Mortgage wrote “we don’t[,] it was sampled w[ith] max at 20%- the drops were a result of timing not systemic issues with SunTrust.” Another Goldman due diligence employee who oversaw the review of a pool of Countrywide loans that Goldman had purchased on March 29, 2006 responded to the same question: “Depends on what you mean by everything? Because of the limited sampling on CW 10-15% we don’t catch everything and the way they [Countrywide] deliver the files we have little chance to upsize. This trade had issues with aged loans and we tried to get pay histories and were told they would not provide them.” In response to the Mortgage Capital Committee’s question “Are these results systemic,” the same employee wrote: “Every trade varies, but typically CW have a very high credit 3 drops on the first review of DD 60% and then clear the docs, so one can assume that the files we are not reviewing would have the same issues.”"
"In April 2006, the Mortgage Capital Committee received a memorandum with a highlevel summary of Goldman’s due diligence results in connection with a proposed Alt-A RMBS offering. The memorandum included aggregate due diligence results for three Countrywide loan pools that Goldman had purchased on March 30, 2006 and indicated that 34.38 percent of the loans in the proposed offering had been drawn from certain of those Countrywide loan pools. The memorandum reflected that Goldman had conducted credit and compliance due diligence on a total of 15.44 percent of the loans in the three March 30 Countrywide pools. ... The memorandum also stated that Goldman had dropped a total of 6.07 percent of the loans in the three Countrywide pools (not the samples) for credit or compliance reasons. Across the three Countrywide pools, Goldman dropped nearly 40 percent of the loans in the credit and compliance due diligence samples for credit and compliance reasons. The memorandum referred to this as an “exceptional drop amount” and stated that “in the case of [Countrywide], an unusually high drop rate for missing or deficient documents resulted in an above average total drop percentage (approximately 33% of the credit drops were due to missing appraisals).” Contemporaneous records reflect that Goldman closed on six Countrywide loan pools on March 29 and 30, 2006, and that Countrywide was struggling with staffing and workload issues that affected its ability to deliver missing documents requested by Goldman for the loans in those six pools."
"Although Goldman dropped 25 percent of the loans in the due diligence sample because they were graded as EV3s, including all the loans graded as EV3s for unreasonable stated income, which comprised at least 2.5 percent of the loans in the due diligence sample, Goldman did not review the portion of the pool not sampled for credit or compliance due diligence, which comprised approximately 70 percent of the total pool, to determine whether there were similar exceptions in the unsampled portion. Goldman subsequently securitized thousands of loans from this pool into one GSAMP transaction. The Mortgage Capital Committee approved the issuance of this offering."

Our report from 2011 can be viewed here:

For an update on the current status of alleged benchmark-rigging antitrust cases, see Alison Frankel's blog, here.

Monday, April 4, 2016

Sydney, Australia

We're thrilled to have launched an office Australia, and to welcome Chris Coleman-Fenn to the team.

Chris is a math whiz, and we look forward to entertaining blogs coming out of him in the near future.

If you're in Australia, give us a shout.  ~ PF2

Thursday, March 31, 2016

Ratings Arbitunities — A Tale of 5 Bonds

Moody's, Fitch, S&P and all often get bundled together under the same umbrella as "credit rating agencies," and it's quite possible that we're among those guilty of treating them as if they're all pretty much alike.

Of course, each rating agency is different, and even within each rating agency, arguments can be made that across different departments or product types, their ratings don't exactly mean the same thing.  So, naturally, different rating agencies might well rate things differently.

Moreover, each rating agency has its own (different) ratings scale.  And applying a similar result to different scales can mean that one rating agency's BB may be another's BB+.  Or might the differences be much larger yet?

We've investigated thousands of seasoned RMBS securities, issued pre-crisis, and our findings were ... interesting.  

Below, we're going to show some bonds for which three credit rating agencies have different opinions.  Err, very different opinions.  For some traders and risk-managers, large ratings differentials can create real money-making opportunities, even if it's just by way of risk-allocation or strategic re-allocation benefits. Importantly, in the world of OTC debt instruments, ratings arbitrages don't exactly disappear overnight.  They can exist for ... years.

We hope you enjoy some of the following: current ratings of the same bonds, per 3 different rating agencies.  Screenshots are courtesy of Bloomberg LP.  

Thursday, March 24, 2016

While the Shorts are Getting High on Valeant...

The last ten days have been miserable for shareholders of Valeant (VRX), investors in its debt, or believers in (insurers of, or "sellers of protection" on) its creditworthiness.  

The stock is down >50% over the last ten days.  Accounting statements are said to be unreliable; the CEO and CFO are no longer there, with the CFO having been accused by the company of improper conduct. The list goes on.  Investor Bill Ackman has been recently appointed to the board (arguably a credit positive).

Just about a year ago in March 2015, Valeant raised millions of dollars from debt investors, with ratings of B and B1 being provided to their debt by S&P and Moody's, respectively.

Already denoted as being of somewhat high risk, it was interesting to visit the responses of market participants (traders), and compare them to those of the rating agencies, on receiving the never-ending slew of incoming bad news.

Credit default swap (CDS) spreads widened dramatically on Valeant (reference obligation US91911KAE29) in the last 10 days. See the spike on the right of the following Bloomberg graph. 

At a 40% recovery, CDS-implied default probabilities more than doubled from 5.7% to 13.2% on the 1-year, and cumulative default probabilities jumped from 37.3% to 55.2% on the 5-year trades.

Meanwhile, the rating agencies were less alarmed, and their response more tepid: Moody's downgraded Valeant bonds one rating subcategory from B1 (watch negative) to B2 (watch negative); S&P simply placed the bonds (downgraded to B- from B in October) on downgrade watch.

To put the difference into perspective, we wanted to draw a relationship between the CDS-implied default probabilities and rating agency-implied default probabilities.  

We'll do this for Moody's, by way of their idealized default rate tables.

Valeant Starting to Look Like a Triple C Basket Case

In the 1-year CDS, now at 13.2% from 5.7%, the market is now no longer seeing this as a B1/B2 risk  (close to Moody's rating) as it did on March 14, bur rather closer to a B3/Caa1 credit as of March 24.

The pattern is even more dramatic for the lengthier term 5-year CDS: at the 55.2% CDS-implied cumulative default probability, the market is seeing the credit risk as closer to the Caa2/Caa3 range.

Right now, the market is saying that there's chaos at Valeant.  Moody's and S&P aren't so sure.

Monday, March 21, 2016

Was Information Fed Pre-Fed?

Last Wednesday the Fed concluded its two-day Federal Open Market Committee (FOMC) meeting and issued its statement, deciding to hold the Fed Funds rate between 0.25% and 0.50%, as expected. The accompanying economic projections show that Fed policy-makers currently expect to raise rates only twice this year, down from their December median projection of 4 rate hikes in 2016. Markets responded in kind to the Fed’s more accommodating monetary stance, with 2-year yields falling, the dollar weakening, and gold rallying. 

One of our readers passed along a chart showing an 890,000 share spike in volume in GLD (the SPDR Gold Shares ETF) about 20 minutes before the 2:00 FOMC statement release — a volume spike which doesn’t create any noticeable spike in the market. We dug into Bloomberg’s “Trade/Quote Recap” data and found that there was a single execution of 825,000 shares. 

Source: Bloomberg 

Our reader was suspicious of the timing, suggesting that perhaps the statement and updated projections had been leaked. 

We certainly would not dismiss the possibility of information leakage and the timing of the block trade certainly is curious, but it’s worth being skeptical in this instance: there are plenty of innocent explanations for a block trade in GLD — even one so close to the release of the FOMC statement: 

First up, is a trade of 825,000 shares of GLD all that unusual? According to Bloomberg, and not counting opening and closing crosses, there were 36 trades of 500,000 shares or more (ranging up to 1.8 million shares per trade) in the previous 30 trading days. So while trades of half a million shares or more of GLD are not exactly an hourly occurrence, they do occur slightly more than once per day. 

Next, we cannot ignore the (albeit remote) possibilities that (1) investors (or traders) weren’t targeting the vanilla GLD, as much as delta-hedging a large options position or (2) that the GLD transaction was part of an arbitrage strategy in which a trader bought or sold GLD shares against a short or long position in gold futures. (If we assume a delta of .50 for an at-the-money option, then an 825k share cash position suggests the options position would be around 1.65 million shares, or 16,500 contracts.) 

Finally, we can’t be sure that this trade was initiated by a buyer — there are, of course, two sides to every trade.[1] Perhaps the customer initiating the trade was a seller and the broker-dealer bought the block (or found the other side of the trade) in order to facilitate a customer sell order.  In other words, maybe it was a large seller, looking to get out of a long position before the Fed decision. We have no way of knowing which side of the trade the customer was on, nor whether the broker-dealer took principal risk or found the other side of the trade. (FINRA would, however, be able to dig further, if so inclined, via the OATS system, which enables them to monitor the detailed history and execution of orders.)

[1] We do know, per Bloomberg, that the trade was reported via FINRA’s ADF, which means that the execution did not occur on an exchange. So, it could have occurred in a dark pool or other Alternative Trading System (ATS) venue, but more likely it was done through an institutional broker.