dot con
photo of nocera
homeipo gamecrying foulbeyondhistorydiscussion
interview: joseph nocera

Let me begin with a question that you put on your cover, [when Fortune ran the article about Morgan Stanley's Internet analyst, Mary Meeker]: Can we ever trust Wall Street again? Has irreparable harm been done to the reputation of Wall Street? Let's talk mechanics. What did analysts do to breach public trust?

The problem for the public is that they don't understand how analysts get paid. They think that the analyst is on their side, working for them; or at least that's what they used to think when things were good and stocks were going up.

But in fact, analysts get paid on the basis of how many deals they can bring to their firm, and how tightly integrated they are with the underwriting process -- which has nothing to do with helping small investors, and everything to do with bringing IPOs public, which makes a huge amount for the firm, and which makes a huge amount for the sort of investing professional insiders who get these deals.

The public is not naïve, however. It used to be different.

That's right. It did used to be different. And it's a question of how far back into history you want to go. I mean, when did things change?

I can tell you the exact day it changed. The world changed on May 1, 1975 -- May Day -- because that was the day commissions were deregulated. Commission deregulation, in many ways, has been great for small investors. The whole online trading universe, eight cents a share and all that -- that is directly the result of deregulated commissions.

The downside of deregulated commissions is that the research function in a brokerage house had always been supported by, basically, regulated commissions. That's how they got paid. They did a good job for somebody, a Fidelity or a Janus or one of the big mutual funds, and the mutual fund would repay the house by basically buying stocks that the analysts recommended through that house. And the commissions were high enough that everybody felt like this was a good arrangement. As commissions went down -- and for the big boys, we're talking pennies, we're talking four and five cents a share -- suddenly research couldn't justify itself as a stand-alone business. So it had to find some other way to make money for the house. The way it wound up making money for the brokerage houses was by becoming part of the investment banking team. And really what you've seen over the last 20 years is a steady but gradual corruption of securities analysis in America.

Executive editor at Fortune magazine and the author of A Piece of the Action: How the Middle Class Joined the Money Class (1994), Nocera discusses what he calls the "moral degradation" on Wall Street in the late 1990s, and says that "nobody" -- including Fortune and The Wall Street Journal -- "thought the party was going to end." This interview was conducted in September 2001 by FRONTLINE producer Martin Smith.

So the big brokerage houses, the investment banks, had to make their money through mergers and acquisitions in the 1980s, and then, in the 1990s, through IPOs?

IPOs have always been a profitable source of income for investment banks. They were overshadowed by the sort of sheer sexiness of the merger business in the 1980s, and because mergers really did bring in a whole lot of money. Mergers actually didn't have anything to do with research analysts.

No, but what I wanted to get to was, once they lost commissions as the lion's share of their revenue, banks had to change. So what happened?

In the days of regulated commissions -- you remember the phrase "white-shoe banker"? -- it was a different world. It was a very cushy world. Investment bankers had relationships with companies that went 20, 30, 40 years, that went through generations. You could actually trust your investment banker. Your investment banker would actually come to you and say, "Don't do this deal, even though it doesn't put money in my pocket, because it's not a good deal."

It wasn't all like that, but a lot of it was like that. And so one of the other unintended consequences of deregulated commissions is that it made Wall Street much more of a free-for-all. All that relationship stuff went away. You competed on price, and you fought for deals. And so along came the merger-and-acquisition game, which is very much a fight among firms -- takeovers and hostile takeovers, all that ungentlemanly stuff that never would have happened before.

And then in the 1990s, the same thing [happened] with IPOs. I mean, companies would just go out there, banks would go out there, and say, "You got to do the deal with us. You got to do the deal with us! We'll give you Mary Meeker! We'll give you the best analysts in the world! Your stock will go up 300 percent on the first day!" And that's how they got business.

The [idea] is that the banks are servicing the economy by helping these companies get out there and raise additional capital and stay alive.

If the investment banks had been doing their job the way they are supposed to be doing them, if they really had the best interests of the companies at heart, you would have never seen the situation where IPOs go up 200 percent, 300 percent, 400 percent on the first day. I mean, that is a crime, because that means that price was so badly managed by the investment bank that all this money [was left on the table]. What is the reason that you have an IPO? It's to put money in the coffers of the company. That's the reason you do it.

When you have a situation where it's going up 300 percent on the first day, that's 300 percent that the company is not getting. It's going into the pockets of investment professionals, many of whom have trading alliances and relationships with the investment bank. And they don't care about the company. They don't care if the company goes out of business the next day, as long as they can flip their IPO and take their profit. The dereliction of duty that went on here is just appalling.

Unpack for me how the profit was all going to the institutional investor. How did that work?

The way the system is supposed to work is, you do want an IPO to go up some. That shows that there's faith in the marketplace in the company. And you'd like it to go up 10 percent to 20 percent.

The job of the investment banker is to price the IPO. That's the real job: to gauge what the market will bear on this stock the first day it comes out. And if you misprice it one way, the stock goes down the first day, and that's bad for everybody. If the stock goes up a little, that's good for everybody; then the company has gotten the majority of the money in its coffers, where it's supposed to be, and the investors have made a little bit of money, which is basically their reward for coming in and taking a risk on this new company.

What happened was that the investment banks basically persuaded companies, these dotcoms -- many of which were run by people who just didn't know any better -- that it was good marketing to have it go up 200 to 300 percent, because they got a nice article in the paper the next day.

A "branding event" -- that was the rationale.

Yes, the famous case is, which I believe went up over 500 percent on the first day. And everybody said, "Oh, my God, look at that, look at that!"

Well, if I had been running, I think I would have sued the investment bank the next day. I don't believe exists anymore. And think of all the money that was left on the table by allowing its IPO to be so underpriced that it actually went up 500 percent.

So how did it happen, that they were able to convince these companies to leave so much money on the table?

There are several issues here. The first is that you have to keep in mind that a lot of the stock in these companies, when it's privately held, it's still divvied up. And the venture capitalist comes in and says, "I'll give you $5 million for 40 percent of the company." So he has 40 percent. The CEOs, the founders, have 20 percent. Along the way, while they're [still privately held], various other people are investing, and they're getting slices of the company.

So when an IPO goes up 300 percent the first day, it's not just the investment banks and their buddies at Fidelity who are making a giant profit. You have to remember that if you're the founder, if you're the VC, you're one of those original investors. Suddenly your personal wealth is up 300 percent.

Everybody felt so rich. Everybody felt so giddy when all this happened. It was a self-perpetuating thing.

Didn't allocations have a lot to do with it? I'm talking about how the incentive for the banks and all their friends was to keep that share price low so you'd get the big "pop" and you'd get people in on that allocation.

Right. Yes, but my view of this is that you've got the tail wagging the dog here. In other words, what really happened was this: [in 1995], before there was any spinning, before there was any of this sort of legalized (or perhaps not so legal) bribery, in effect, Netscape goes public. ... Nobody expects what happens at Netscape. It's the first big "pop" stock ... the first great Internet stock. It goes up a couple hundred percent, I think, on the first day. It's this amazing event. It was just, "Whoa! What was that all about?" And after Netscape, it started to happen. It started to happen without there being any scheming or conspiracy or planning. It took a while for the banks to realize that this was what was going to happen with these Internet stocks.

If the events of Internet mania proved anything, they proved that Wall Street is still a club ... and all the technology and all the democratization has simply not been able to trump that one fact. So then the thing takes on a life of its own. And suddenly you realize that if you're an investment bank, that this is something that can be taken advantage of; that the fact that these consistently go up 200 percent can allow you to take shares and allocate shares to people whose business you don't have yet, but by God maybe you'll get it if you say, "Hey, Joe CEO, we've been talking to you about an IPO. And maybe you'll do it with us and maybe you won't. But hey, here's 20,000 shares of the next IPO that we're doing. It's not your company; it's another company. But we'll just stick it in your account, and you'll make a nice big profit, and we'll take care of you." A couple people have told Fortune magazine -- I wouldn't use their names, but they told us -- they said, "Well, how could I be bribed by this? Everybody was giving it to us. All the banks were."

So it was just Christmas?

Right, Christmas. Christmas in July in Silicon Valley. That's what it was.

But what you said was a crime was this leaving all the money on the table. Clearly, the banks, when they began to see that this was going to happen repeatedly, they could have raised the price.

That's right.

And that's where the greed comes in, I suppose.

By the time you get to 1997 or so -- Netscape took place in 1995 -- the pattern had been established. And it's clear what's going to happen -- that even though these Internet companies have no profits, sometimes no revenues, the excitement of the Internet is so powerful that these stocks are just going to go through the roof.

So you've got two choices. You can handle this one of two ways. You can say, "OK, my job as an investment banker is to get as much of this money, as much of this pop, into the hands of the company as possible. So instead of pricing it at $20, if I know it's going to go up to somewhere around $200, I'm going to price it at $175." The other option is to leave it at $20, take the difference between the $20 and the $200, and dole it out to your friends. Those were the choices.

What was it that motivated them to make the second choice?

Investment banks ultimately forgot that their job was to help companies. The frenzy was so powerful, and there was so much business out there, and there was so much money to be made. And frankly, the dotcom companies didn't have the guts to stand up and say, "Don't do this, it's wrong." They allowed themselves to be swept along with it, like everybody else.

It was just irresistible. And remember one other thing: If you're an investment bank, you've got a trading desk, you've got a research arm, you've got an infrastructure. And you're really only going to be dealing with this dotcom a couple of times in its life -- in its IPO, and then maybe if it comes back for a secondary offering, or comes back to the public markets to do another deal.

But you're dealing with the investment professionals, the hedge funds and the mutual funds, every day of the week. And they're trading with you, and they're giving you commission business; you need that business, too. ... These are the one-time customers over here at your [dotcom] company. These are the repeat customers over here, the Fidelities. If you've got a choice between alienating one or the other, which one are you going to pick? That wound up being a pretty easy call, although in my opinion, a morally bankrupt call on the part of the investment bank.

What about the role that the analysts played in becoming dealmakers, and what effect that had on this process? What's wrong with the Mary Meekers of the world calling the shots and making the deals? And why shouldn't they recommend these things to both their banker, their company, and to the small investor? What's wrong with that?

In theory, why do you bring an analyst into the deal in the first place? What is the reason an analyst has to sign onto a deal? That's an interesting question. Well, the reason is they're supposed to be the person with the integrity to turn the deal down if it doesn't smell right.

From the point of view of the banker?

No, sir, from the point of view of an investor. If the research analyst puts their stamp of approval on an IPO, on a deal, what the research is not only implicitly but explicitly saying is, "I, the voice of the investor, the voice of the investment community, the person who is trying to watch out for the investor, am saying this is a good deal. This passes my muster. This company is worth investing in."

Because historically that had been their role?

Right. And that's why the analysts who were the hottest in any sector are the ones that were ranked the highest in Institutional Investor magazine. And that ranking is based on who made the best stock calls during the year. It has nothing to do with dealmaking. It's how good a stock picker were you?

That's still their public role. So the kind of moral degradation that took place had to do with analysts still signing onto deals, in fact going out and finding deals, being part of the team sniffing them out. So the person who internally was supposed to be watching out for the investor completely opted out of that role.

We interviewed a Bear Stearns analyst, Scott Ehrens, this morning, and we talked about a specific instance -- Digital River. Digital River was a company that Bear Stearns took public. And he goes on television, and without any disclosure that Bear Stearns took it public, he talks about how he likes it, how it's a good investment. Now he defends that. He says, "Well, certainly, if I think it's a good deal for my bank, I also think it's a good deal for the investor." What's the conflict of interest?

The conflict of interest is, first of all, that a deal can be great for the bank and still be terrible for the investor. I mean, let's be honest here. They've made their money once the IPO takes place. What happens to the stock afterwards, happens to the investors, not to the investment bank. That's a fact of life.

And the second, if you knew ... that the research analysts internally were saying "yes" to this deal, "no" to this, "maybe" to this if the company is willing to do this, this and this -- if it gets a new CEO, if it shores up its balance sheet -- if the analysts were doing that, then absolutely, go on TV and say, "This is a great stock because I believe in it."

But what happens, the problem is that in 1998 and 1997, and through the Internet mania era, standards were degraded. And people were putting their stamp of approval on stuff that not only was bad, but that they knew was bad. And they were holding their noses as they were taking [it] public.

No one will say that on the record. But behind the scenes, a lot of people will admit it. They were under a lot of pressure to do deals -- for internal reasons, for financial reasons -- and people lowered their standards. As a result, investors got hurt.

Were people being conned by those they thought had certain authority and certain relationships to them? In the case of analysts and bankers, was there a misunderstanding that they were changing their role, and the public wasn't really aware of it?

I think there's a lot of truth to that. But I also think that people were being conned because they wanted to be conned. I mean, it was not a secret that dotcoms did not have profit, and that the revenues couldn't possibly support their [price-to-earnings] ratios and that the stocks were completely out of whack. That was not a secret. There were lots of people saying that. Of course, they didn't happen to be the analysts who were pounding their fists.

Actually, the analysts from these formerly white-shoe firms, such as Morgan Stanley and Goldman Sachs, were saying, "Yes, they have no profits, but that's OK. We're into new metrics here." And these were big firms. Goldman Sachs and Morgan Stanley, those are big reputations.

That's true. But people wanted to believe in new metrics. If you walked around in your neighborhood, people were talking about the glories of Priceline, and how Amazon was going to take over Wal-Mart. We were all caught up in it. And the analysts were the cheerleaders for it. But we were in the stands, on our feet, saying, "Yeah, yeah, yeah, go Mary, go Mary!"

And television and print media gave them a platform.

No question. CNBC is involved in this. Fortune magazine is involved in this. The Wall Street Journal. It was everywhere. The market became a game. Everybody forgot that stocks were risky. People just assumed that, as their portfolio had doubled in 1999, it was going to double again in 2000, it was going to double again in 2001. People just completely forgot that there's risk and danger in the market. Investors forgot. Analysts forgot. Investment bankers forgot. CEOs at dotcoms forgot.

Did the bankers forget? Or did they just change their priorities?

No. Nobody thought the party was going to end. They just tuned out the idea that it could end.

Can we talk a little bit about [the Fortune article] "The Trouble With Frank?" What's the trouble with Frank Quattrone?

Frank Quattrone was the head of tech investment banking at Credit Suisse First Boston. In that moment, in the Internet mania, he really became the most powerful investment banker on the planet. He was to investment banking what Mary Meeker was to securities analysis. He became the symbol of everything. And in the good times, people were happy to avert their eyes.

Frank Quattrone did not do things that other people haven't done. But because he was this larger-than-life figure, because he did more deals than anybody, because he was better known than anybody, he had become very much the focus in the aftermath by the federal government and by various other investigative bodies of what went wrong, and why, and whether there was anything illegal done during this period.

Talk a little bit about the organization at CSFB and how that made a difference.

Investment bankers, the investment banks, the big ones, like to view themselves as one big happy family in the sense that they're a team; everybody is on the same page, everybody is trying to do the same thing, everybody is trying to accomplish the same goal. And that's very much the culture in particular of Morgan Stanley and Goldman Sachs. They are the premier banks, and everybody wants deals with them.

It's hard for other firms to compete with Goldman and Morgan on an equal footing. And over the years, one of the strategies that people have developed is to steal somebody really good and really high-priced from one of those places, give them a lot of authority, a lot of money, and just say, "Make us rich."

Nobody exemplifies that mentality better than CS First Boston, which actually [stole], not just Frank Quattrone, but they had other little rainmakers here and there that they had stolen from other firms and given tons of money and autonomy to. And by the way, for all those other ones, it turned out badly as well. I mean, there's something about the investment banking world, when you let somebody get too greedy, it all falls in on them eventually.

So Quattrone was somebody who had left Morgan Stanley first for Deutschebank, because -- why? They wanted to establish an investment banking presence in the United States, and this was the only way they could think to do it. And then when he got disgruntled there, he took his entire operation and moved it to CS First Boston, and set up their operation, which was really, by the way, his operation, because really, CS First Boston in New York didn't have much to do with what he was doing.

He cut this extravagant, extraordinary deal for himself. And there were no checks, there were no balances. As somebody told Fortune, it's as if they forgot Michael Milken had ever existed, because in the methodology and in the freedom and just the whole way he operated, there were a lot of similarities there.

And the analysts worked for him directly, which was different than what happened at Morgan or Goldman?

Ostensibly, research analysts are supposed to work for the research department. There's not a Chinese wall any more, but there's supposed to be a Chinese wall between investment banking and research. At Morgan Stanley and Goldman and some of the other firms, the Chinese wall had become a fiction. But at least people said, even though it's a fiction, at least they reported to the research department, and they still supposedly had some separateness from investment banking.

But at Quattrone's place, there was no separation, because he paid their bonuses, and he hired them. His team was known to get analysts to rewrite their reports, and change their earnings. I mean, that stuff is not supposed to happen. It's not illegal, but it's not supposed to happen.

It's not illegal because this is an area of the economy that had not been heavily legislated over?

Yes, it's an area of the economy that hasn't been heavily regulated, that is correct. But I personally think that one of the reasons this is going to be so hard to reform -- even though there are congressional hearings and so on -- is because you bump up against enormous free speech issues if you start to regulate what analysts can and cannot say, even if what they say is corrupt. I have a problem with that.

Can you explain the allocation system as it has traditionally existed?

The allocation system has been problematic. Companies really don't have much say in who gets their stock. They kind of opted out of that process. The historic way to do it is to give the largest allocations to your biggest customers. So Fidelity is going to get a large allocation. Janus is going to get a large allocation. All the sort of big growth tech funds from very, very large hedge funds will get large allocations. That is the system as it existed. And Fidelity, even at three cents a share, is going to be paying gigantic commissions to everybody on the street, because they have a trillion dollars in America's assets, and they trade a ton of stock every day.

What is an allocation?

An allocation is basically a portion of an IPO that goes to your firm. You are given the right to buy x number of shares at the minute -- and I do mean the minute -- this company goes public. Afterwards, you can do anything you want. You can sell it on the first day, or you can put it in your pocket and hold it for the next five years. As it turns out, anybody who held any of this stuff for the next five years turned out to be an idiot. But that's a whole other story.

Is this the best way to allocate shares? What is the best way to allocate shares? Should it really be the investment banks' best customers? Or should there be some system devised to find people who will be long-term shareholders and have the best interests of the company at heart? Should IPO allocations be about giving big customers a one-day profit? You know? That's a worthy question, which has not been really addressed in any of this.

Can you answer it?

I can't. How do you find who are the best shareholders? It's not corrupt to give it to your best customers, to your biggest customers. ... The reason there's a "scandal," quote unquote, is because smaller firms -- in many cases, much smaller firms who couldn't possibly do enormous amounts of commission with a particular firm -- have been able to, in effect, jump to the front of the line and get much larger allocations than they would be normally allotted, by paying gigantic commissions, a dollar a share instead of three cents a share. That's why there's a so-called scandal.

Is that system any worse than just meting it out according to who's the biggest customers? In other words, the so-called scandalous way of allocating is a lousy way to allocate. But the normal way of allocating isn't so great either.

What about Bill Hambrecht's solution? [The online Dutch auction system?]

He has a market-based solution which would wind up pricing an IPO at what the market will bear, so it's not artificially deflated to create large profits. I actually think it's a very shrewd idea and very worthy.

The problem he has had, and the problem the idea has had, is that there's still so much stature and prestige attached to being taken public by an important investment bank, that even the most adventurous dotcoms which saw themselves as, quote, "thinking out of the box," and all that other baloney, could never bring themselves to use that system. Instead, [they] continued to rely on the Morgan Stanleys and the Goldman Sachses and the Credit Suisse First Bostons.

He told us he felt like the designated driver at a New Year's Eve party.

It's true. He's still at it, though. He hasn't thrown in the towel. My hat's off to him.

But he's up against bankers who consider this all an art, and that it can't be mechanized.

Market solutions are almost always the best solutions to this kind of thing. And one of the things that's happened is that the market, the will of the market, was not allowed to be employed in the pricing of IPOs.

This seems to be the grandest irony of all. The Internet comes along and it promises democratization. It's all about you and me get equal access to the same information at the same time. That was the promise. And now we're investigating a scandal in which the bankers playing by the old rules decided who was included, who was excluded, who got information, who didn't get information.

Democratization has been going on in this country, financially, since the 1970s. And people do have a lot more information than they used to, and they can make better decisions, and they can trade stock more easily; all of that is true.

But if the events of Internet mania proved anything, they proved that Wall Street is still a club; that insiders still have enormous advantage over the rest of us; and all the technology and all the democratization has simply not been able to trump that one fact.

I keep coming back to the banks because of this reputation that they -- as one guy put it -- they "monetized" their reputation. They traded in it. And it's hard for me not to think that the banks should have shown more leadership here.

Should the banks have been more morally upright? Yes, absolutely. But you know, accounting firms, there's been a degradation of standards there. You have all these restated earnings. And it's hard to look anywhere in the world of financing and say with a straight face that, by God, these are the people that upheld standards while everything fell apart around them. It just seems to me like that whole financial universe, to greater and lesser degrees, has become more morally corrupt.

But now that we have an equity culture in which we're all betting on the market and all investing in one way or another in portfolios, indirectly or directly, through E*Trade, or whatever, shouldn't we be outraged?

Shouldn't we be outraged? I'm sure you will find people who will say that. But the premise that we all sat there and trusted these people and they led us down the garden path -- I have a problem with that, because to me, it puts too much of the onus on them, and not enough on ourselves.

But your premise in your article was "Can we ever trust Wall Street again?"

Well, should we ever have trusted Wall Street in the first place? Do I think Mary Meeker should go to jail for any of this stuff? Absolutely not. I don't. I think what she did was contemptible. I think her unwillingness to downgrade stocks is a clear example of moral cowardice. But I don't think she did anything illegal. It was that she needed to have a stiffer spine than she did.

Did the SEC fail, in your opinion? Did Levitt fail?

That's a real good question.

I mean, we're spending a billion dollars a year on funding the SEC to regulate the banks and the securities traders.

I don't think the SEC really understood what was going on with the analysts until it was too late. Ditto Congress. They're holding all the hearings now. Now that there's a bloodbath, everybody is saying, "Oh, isn't it terrible, isn't it terrible?" But it really would have been useful for somebody to say -- and I'm not just talking about the SEC, I'm talking about the financial press as well, about Fortune magazine and the Wall Street Journal, CNBC -- for us to have said at the time when stocks were going up, "Hey, folks, this is a problem." You know? These analysts have conflicts.

And it's one of those things that the cognoscenti knew quite well, actually. But it didn't sort of seep out there. It wasn't, quote unquote, "news." It didn't become news until things spiraled downward. And then the press kind of slapped itself in the face a little bit and said, "We have sinned, we have sinned, what have we done?" And they began going after these conflicts; unfortunately, a little too late to help investors.

Can you elaborate on Meeker versus Quattrone?

Well, there's a quantum difference between whether you were involved in a kickback scheme and whether you deluded yourself into believing that Priceline could only go up. Analysts didn't have anything to do with allocations. They were about cheerleading. Whatever you think of the cheerleading after the fact, it ain't illegal. It's just not.

You can be conflicted up the wazoo. It's not against the law to be conflicted. It's sad, and investors got misled, and bad things happened, and stocks crashed where people didn't expect it to happen. It's not against the law to be wrong about a stock, and even to be willfully deluded about a stock.

What the investigation centers around has nothing to do with analysts. It has to do with whether investment banks in general -- and CS First Boston in particular -- were, in effect, forcing investors, professional investors, hedge funds and so on, to give them kickbacks in order to get large IPO allocations. That's the issue.

And if the government concludes that these super commissions, these dollar-a-share commissions were kickbacks, then people will be charged with crimes; there'll be trials, and a jury will get to decide whether super commissions are business as usual, or whether they're a kickback. That's why there's an investigation.

And potentially, Quattrone becomes the 1990s version of Milken?

Quattrone is going to become the 1990s version of Milken whether or not he goes on trial, because somebody always winds up being the symbol of something gone awry on Wall Street. And he was the biggest fish out there. He has come to symbolize the Internet mania the same way Milken came to symbolize mergers and acquisitions in the 1980s.

It's worth remembering that the first stories about Michael Milken took place years before he was charged with any crimes, and that there were a couple of years of intense investigative stories in The Wall Street Journal. Although this scandal is kind of playing out in a somewhat more low-key way, at least for now, it seems fair to say that this too will ratchet up as the months go by and as the investigations increase in intensity.

home · ipo game · crying foul · beyond the bubble · historical perspectives
discussion · interviews · readings & links · producer's chat
tapes & transcripts · press reaction · credits · privacy policy
FRONTLINE · wgbh · pbs online

some photographs copyright ©1998 sam bailey
web site copyright 1995-2014 WGBH educational foundation