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Settlement Would Target Executive Influence

Regulators' Draft Sent to 10 Wall St. Firms Accused of Conflicts of Interest in Stock Analysis

Feb 6, 2003 | The Washington Post Regulators' draft of a final settlement agreement with Wall Street firms over conflict-of-interest allegations includes a ban on "senior management" at the firms exerting pressure on research analysts, sources familiar with the matter said. The provision is viewed by some on Wall Street as aimed directly at Citigroup Inc. chief executive Sanford I. Weill.

Weill acknowledged last year that in late 1998 or early 1999 he asked Jack Grubman, the former telecommunications analyst at Citigroup unit Salomon Smith Barney, to "take a fresh look" at AT&T Corp. At the time, AT&T was preparing a public offering of its wireless unit. Grubman had a neutral rating on AT&T but later upgraded it to a "buy," and Salomon won a lucrative agreement to underwrite the spinoff.

A Citigroup spokeswoman could not be reached for comment tonight. Regulators also declined to comment. The provision regarding senior executives would be in addition to a ban on investment bankers pressuring analysts. The regulators' intent is to ensure that executives do not influence an analyst's decision to upgrade or downgrade a stock.

In recent days, officials from the Securities and Exchange Commission, the New York state attorney general's office, NASD, and elsewhere have begun circulating copies of a proposed final settlement that would complete a deal with 10 of Wall Street's biggest firms, sources familiar with the matter said. They have also been informing firms of specific charges that will be lodged against them as part of the final agreement.

The 10 firms agreed in principle on Dec. 20 to pay $1.4 billion in fines and other penalties and to make various structural changes. Regulators alleged that the firms published inflated research ratings intended to win investment-banking deals and awarded valuable initial-public-offering shares to executives at firms that were also investment-banking clients.

But at the time, the deal consisted of just three pages, with much detail left to be worked out, including specific charges. None of the firms agreed to admit to wrongdoing. Regulators also plan to release internal documents from the firms that the regulators say will support the charges.

The firms that signed the agreement in December were Citigroup, Morgan Stanley, J.P. Morgan Chase, Credit Suisse First Boston, Merrill Lynch, Bear Stearns, Lehman Brothers, Goldman Sachs, Deutsche Bank and UBS Warburg.

By this evening, sources said, Goldman Sachs, Bear Stearns and Deutsche Bank had copies of the draft and the specific charges. Representatives of those companies did not return calls for comment tonight.

Some Wall Street officials familiar with the draft took issue with its specificity. They said it does not clearly define research, leaving open the possibility that someone other than an analyst, such as an economist, could be forbidden from discussing deals with investment bankers.

Those sources also said the draft would require that the firms hire independent consultants from academia, not someone with Wall Street experience. Such consultants would oversee a provision of the agreement requiring that the firms buy and distribute three sources of independent research to brokerage clients. Some Wall Street executives, already uncomfortable with the prospect of having to find three good sources of independent research, would rather hire consultants with Wall Street experience.

Some on Wall Street are concerned with the lack of specificity regarding a consultant's powers. The settlement language is said to empower the consultants to review compliance with terms of the agreement after 18 months and again after three years. But some executives are not sure whether the consultants would simply review the firms' policies or examine documents and e-mails in investigations similar to those that rose questions about analyst objectivity.

Regulators and the firms will now discuss the draft, whose provisions could change. A final agreement, including specific charges and documentation, is expected in the next few weeks.

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