Banking Structures - Modern Banking

Some Comparative Figures

The structure of banking varies widely from country to country. Often, a country’s banking structure is a consequence of the regulatory regime to which it is subject. Below, different types of banking structures are defined.

These different banking structures do not alter the core functions of banks, the provision of inter mediation and liquidity, and, indirectly, a payment service, which are the defining features of banks.

Table below shows the top 10 banks by assets and, in recent years, tier 1 capital, defined as equity plus disclosed reserves. The USA leads the way in 1996, when seven of its banks were in the top 10. In the 1990s, US banks were hard hit by global, then domestic, bank debts. By 1997, Japanese banks had replaced US ones, with six leading banks,

The Top 10 banks, 1969–2003

The Top 10 banks, 1969–2003

measured by assets, though the figures are less dramatic when banks are ranked, for the first time, by tier 1 capital. Note how Japanese banks shrink (by asset size) between 1997 and 2001/2. This partly reflects the serious problems in the Japanese banking sector. What is surprising is that Japan’s tier 1 capital hardly changes in the period 1997–2000, when the Japanese banks were suffering from serious problems. The reason there is little change in the rankings is because of mergers among the top, but troubled, Japanese banks, especially in 2000/1. Consolidation also took place in the USA during the same period, albeit for different reasons.

Dramatic differences in banking structure can be seen by comparing the UK and USA. Tables below illustrate this. Table below, which gives figures for the UK, is divided into

UK Banking Structure, 1997 and 2002

UK Banking Structure, 1997 and 2002

UK Banking Structure, 1997 and 2002

US banking structure, 1997 and 2004

US banking structure, 1997 and 2004

parts (a) and (b) because the figures are not strictly comparable between 1997 and 2002. Of 420 banks in the UK in 1997, 88 were UK owned,18 compared to nearly 22 500 US banks. US bank numbers, due to consolidation, are falling – they fell by about a quarter between 1997 and 2000. Even so, compare the 35 commercial banks in the UK in 2002 to over 7700 in the USA.

Table below shows that in 1996 and 1999, the USA had 10 000 more deposit-taking institutions than the other 10 major western countries combined. At the same time, it does not appear to be over-banked compared to some other countries with much smaller populations. In 1999, the USA had nearly 3500 inhabitants per branch, compared to its

Number of Depository Institutions and Population per Branch

Number of Depository Institutions and Population per Branch

neighbour, Canada, with a tenth of the population and 2233 inhabitants per depository institution.

The figures for Canada, France and Germany should be treated with caution. The Canadian banking structure in Canada is similar to that of the UK, with four banks holding a very large percentage of assets and deposits. Caisses populaires in Quebec, along with a large number of credit unions, make the numbers look big. In fact, these organisations have a tiny market share, by any measure. The figures also mask the importance of the cooperative movement in certain countries, especially France and Germany. Furthermore, Germany has a large number of regional banks, which somewhat dilute the dominance of the big universal banks such as Deutsche Bank and Dresdner, but again, their respective market shares are quite high. Together with the large number of ‘‘thrifts’’ (savings and loans), the USA has many more deposit-taking institutions, mainly because of the regulatory structure that discourages interstate and intrastate branching, and the Glass Steagall Act (1933) that required banks to be either investment or commercial, but not both. However, reforms in the 1990s should increase consolidation and could lead to nation-wide banking.

Japan displays a lower population per bank branch than some countries in Western Europe. In Table above, it ranks seventh – Germany, Italy, Belgium and Switzerland all have fewer inhabitants per branch. However, the figure for Japan may be biased downwards because it excludes the 24 000 Post Office outlets in that country, where on average about 35% of the country’s deposits are held. Western European countries differ widely, with extensive branch networks in Switzerland and Belgium, but relatively few in Denmark, the Netherlands and France. The main organisational banking structures are discussed below.

Definitions of Types of Banking

Universal banking

Universal banks offer the full range of banking services, together with non-banking financial services, under one legal entity. In addition, the banks have direct links between banking and commerce through cross-shareholdings and shared directorships. Financial activities normally include the following.

  • Intermediation and liquidity via deposits and loans; a byproduct is the payments system.
  • Trading of financial instruments (e.g., bond, equity, currency) and associated derivatives.
  • Proprietary trading, that is, trading on behalf of the bank itself, using its own trading book.
  • Stock broking.
  • Corporate advisory services, including mergers and acquisitions.
  • Investment management.
  • Insurance.

Germany is the home of universal banking (the German hausbank), with banks such as Deutsche Bank and Dresdner offering virtually all of the services listed above. Though German banks may own commercial concerns, the sum of a bank’s equity investments (in excess of 10% of the commercial firm’s capital) plus other fixed investments may not exceed the bank’s total capital. In addition to a German bank lending to commercial firms, it will also exert influence through the Supervisory Board. Seats on a supervisory board are for employees and shareholders. Most of the shareholder seats are held by bank executives because the bank normally has a large shareholding. The influence of the bank is increased because smaller shareholders nominate the bank to represent them when they deposit their shares at the bank for safekeeping. Deutsche Bank has major holdings in Daimler-Benz (automobiles), Allianz (the largest insurance company), Metallgesellshaft (oil industry), Philip Holzman (construction) and Munich Re (a large re-insurance firm), to name a few. The bank also purchased a firm of management consultants (Roland Berger) and is represented on more than 400 Supervisory Boards. In 1986, Deutsche Bank undertook an important strategic expansion outside Germany when it purchased Morgan Grenfell in London. Subsequent purchases have included Banca America d’Italia, McLean McCarthy, a Canadian stockbroker, and Bankers Trust. It is a truly universal bank, which, together with its subsidiaries, can offer every type of financial service in Germany and, increasingly, in other major countries.

Commercial and Investment banks

These terms originated in the United States, though they are used widely in other countries. The four Glass Steagall (GS) sections of the Banking Act, 1933, became known as the Glass Steagall Act. Under GS, commercial banks were not allowed to underwrite securities with the exception of municipal bonds, US government bonds and private placements. Investment banks were prohibited from offering commercial banking services.

The objectives of the Act were twofold, to discourage collusion among firms in the banking sector, and to prevent another financial crisis of the sort witnessed between 1930 and 1933.

The early US investment banks:

  1. raised capital for large corporations and government, by acting as underwriters for corporate and government securities and (
  2. for a fee, arranged mergers and acquisitions (M&As).

Modern investment banks engage in an expanded set of activities:

  • underwriting
  • mergers and acquisitions
  • trading – equities, fixed income (bonds), proprietary
  • fund management
  • consultancy
  • global custody

The expansion of activities helps to diversify these firms but has not been problem-free. For example, at Lehman Brothers, Goldman Sachs and others, the growth of the trading side of the bank created tensions between the relatively new traders and the banking (underwriting, M&As) side of the firm. At Lehman’s, at one point, 60% of the stock was distributed to the bankers even though banking activities contributed to less than one-third of profits.

Controversy broke out in 2002, beginning with an investigation of Merrill Lynch by the New York Attorney General, Eliot Spitzer, and concluding in April 2003 when 10 of the top US investment banks settled with several regulatory bodies for just over $1.4 billion in penalties and other payments, for alleged conflicts of interest between banks’ analysts and their investment bank divisions. The probe began in 2002 when Henry Blodget, considered the top technology analyst at Merrill Lynch, was accused of recommending certain technology companies (thus sending up their share price) who were also clients at Merrill Lynch’s investment bank. Mr Spitzer uncovered emails sent by Mr Blodget saying many of the stocks he recommended to investors were ‘‘junk’’ and ‘‘crap’’. Other documentation indicated the practice was widespread. The brokerage head of Citigroup was caught claiming that the research produced by Salomon Smith Barney was ‘‘basically worthless’’. Mr Weill, recent past Chairman of Citigroup, had asked an analyst at Salomon Smith Barney to reconsider the advice given on AT&T.23 There was a potential conflict of interest because the profits of the investment bank financed banks’ research departments.

Thus, banks’ analysts were under pressure to support a particular company that was also giving underwriting, consulting or other business to the banks’ investment banking division.

The $1.4 billion settlement consists of:

  • $487.5 million in penalties to be distributed between state regulators, the SEC, the New York Stock Exchange (NYSE) and the National Association of Securities Dealers (NASD);
  • $387.5 million to be returned to investors;
  • $432.5 million to set up an independent research body – firms must supply their clients with this independent research for the next five years;
  • $92.5 miscellaneous.

Though the banks never admitted to any wrong-doing, they agreed to make the following payments:

  • Citigroup–Salomon Smith Barney $400 million;
  • Merrill Lynch $200 million (including the $100 million fine it paid in 2002);
  • Credit Suisse First Boston $200 million;
  • Morgan Stanley $125 million;
  • Goldman Sachs $110 million;
  • Bear Sterns, JP Morgan, Lehman Brothers, UBS Warburg $80 million each;
  • Piper Jaffray $32.5 million.

In addition, the investment banks have agreed to a number of new rules.

  1. Their research and banking divisions will be supervised separately and issue separate reports.
  2. Investment banking divisions are not allowed to rate research analysts.
  3. A firewall was erected – the compensation of analysts cannot be linked to the performance of the investment banking arm of the bank.
  4. Research analysts may not participate in the marketing of the bank, e.g., share sales, deals for institutional investors.
  5. No unnecessary communication is allowed between analysts and the investment banking group.
  6. Banks must make public any companies that are investment bank clients and are analysed by the bank’s research department.
  7. ‘‘Spinning’’ or giving favoured clients opportunities to purchase shares in top initial public offerings (in exchange, it is hoped, for consulting or other investment banking business) was banned.

Prior to the payout being made public, Merrill Lynch announced it would insert a Chinese wall between its research and corporate finance divisions. Citigroup revealed that its research and retail broking business would be turned into a separate subsidiary. However, other conflicts of interest issues continue to surface. Banks are accused of fraud for inflating prices on stock firms and initial public offerings (IPOs). For example, some banks are cited in a $30 billion damages issue for ignoring problems at Enron, and there are a number of class action lawsuits. At the time of writing, however, early judgements suggest these may not succeed: they are being dismissed for lack of evidence and because of the views of at least one judge (Milton Pollack, who is ruling on 25 class action lawsuits – he has described the plaintiffs as ‘‘high risk speculators’’ and has already dismissed several cases).

Washington politicians have criticised the settlement as being far too low, which banks will treat as the cost of doing business. For example, Mr Richard Shelby noted that Citigroup (parent of Salomon Smith Barney) earned $10.5 billion in investment banking revenues from 1999–2001, so its share of the fine is under 4% of its revenue for the period. Self-regulation has also come under fire because the NYSE and NASD regulate their own members but failed to spot the problem, nor did the SEC, though they are a powerful government regulatory body.

Merchant banks

Barings, the oldest of the UK merchant banks, was founded in 1762. Originally a general merchant, Francis Baring diversified into financing the import and export of goods produced by small firms. The financing was done through bills of exchange. After confirming firms’ credit standings, Barings would charge a fee to guarantee (or ‘‘accept’’) merchants’ bills of exchange. The bills traded at a discount on the market. Small traders were given much needed liquidity. These banks were also known as ‘‘accepting houses’’ – a term employed until the early 1980s. They expanded into arranging loans for sovereigns and governments, underwriting, and advising on mergers and acquisitions.

Financial reforms, including the Financial Services Act (1986), changed merchant banking. The reforms allowed financial firms to trade on the London Stock Exchange, without buying into member firms. Fixed commissions were abolished, and dual capacity dealing for all stocks was introduced. This change eliminated the distinction between ‘‘brokers’’ and ‘‘jobbers’’. Most stock exchange members acted as ‘‘market makers’’, making markets in a stock and brokers, buying and selling shares from the public.

These changes made it attractive for banks to enter the stock broking business, and most of the major banks (both clearing and merchant) purchased broking and jobbing firms or opted for organic growth in this area. The majority of the UK merchant banks began to offer the same range of services as US investment banks, namely, underwriting, mergers and acquisitions, trading (equities, fixed income, proprietary), asset or fund management, global custody and consultancy. As merchant banks became more like investment banks, the terms were used interchangeably and, in the new century, ‘‘merchant bank’’ has all but disappeared from the vocabulary.

The UK’s financial regulator, the Financial Services Authority (FSA), has been more sanguine on the conflict of interest issue, even though many of the US investment banks that are party to the April 2003 agreement have extensive operations in London. In a July 2002 discussion paper, the FSA acknowledged the presence of US banks operating in London. The study also identifies a number of conflicts of interest, the main one being when the remuneration of research analysts is dependent on the corporate finance or equity brokerage parts of an investment bank, which generate revenues from underwriting and advisory or brokerage fees. There were no specific accusations of bias, and the FSA noted that institutional investors, who are well informed, are more dominant in the UK markets. However, the paper reports the results of a study by the FSA comparing recommendations on FTSE 100 companies made by firms acting as corporate broker/advisor to the subject company to those made by independent brokers with no such relationship. The main finding was that the firms acting as corporate brokers/advisors to the subject company made nearly twice as many buy recommendations as the independent brokers.

Having identified potential conflicts of interest, the FSA noted that many are currently covered under Conduct of Business rules, Code of Market Conduct and insider trading laws. The paper concluded by suggesting four possible options:

  1. the status quo;
  2. all research reports from investment banks or related firms to be clearly labelled as advertising;
  3. following the US route, though this option would require a far more prescriptive approach, which is at odds with the UK’s emphasis on principles; or
  4. letting market forces do their job, because investors know who the client firms of investment banks are, and discount any reports coming from their research department.

These options were put forward for further discussion, and in 2003 the FSA published a consultative paper (CP171, 2003). It appears the FSA will continue with a principles-based approach, but like the US authorities, recommends analysts should not be involved in any marketing activities undertaken by the investment bank, nor should the investment banking department influence the way analysts are paid. The FSA also suggests that analysts working for a bank underwriting a share issue for a firm should be banned from publishing any research on this firm. There are objections to the last proposal: it is argued that the analyst at the underwriting firm is the best informed about the firm about to go public, so stopping the publication of their reports will mean the market is missing out on a good source of information. Also, what if more than one bank is underwriting a rights issue?

Unlike the USA, the banks will not be required to fund independent research. Nor will analysts be required to certify that any published report reflects their personal opinion. However, the FSA has announced plans to educate the public on the risk associated with stock market investments, which is in line with their statutory duties.

Is an investment bank a bank?

This has stressed that the features which distinguish banks from other financial firms are the combined function of acting as an intermediary between savers and borrowers (either retail or wholesale) and offering liquidity as a service. Payment facilities are a byproduct of these two services.

Investment banks act as intermediaries when offering services such as underwriting, advice on mergers and acquisitions, trading, asset management and global custody. However, it is a different form of intermediation. Nor do investment banks offer liquidity as a service in the same way as a standard bank. They contribute to increased liquidity in the system by arranging new forms of finance for a corporation, but this is quite different from meeting the liquidity demands of depositors. Indeed, the functions of the investment bank differ so much from the traditional bank that the term ‘‘bank’’ may be a misnomer. The US National Association of Securities Dealers (NASD) does not officially recognise the term ‘‘investment bank’’, and uses ‘‘broker dealer’’ to describe investment banks and securities firms. However, many investment banks, including Goldman Sachs, do offer the core/traditional deposit, chequing, ATM and loan facilities to very high net worth individuals. Merrill Lynch, in 2000, obtained permission from the Federal Reserve Bank to offer FDIC insured deposits.

Though these services form a small part of their business, it does mean they are banks, and in most countries they report to both bank and securities regulators.

Commercial Banking

Commercial banks offer wholesale and retail banking services. In the USA, commercial banking excludes, by the 1933 Glass Steagall Act, investment banking activities. Wholesale banking typically involves offering intermediary, liquidity and payment services to large customers such as big corporations and governments. They offer business current accounts, make commercial loans, participate in syndicated lending and are active in the interbank markets to borrow/lend from/to other banks. Global integration, technological advances and financial reforms have made parts of the wholesale market highly competitive. Most US commercial banks also have retail customers.

Retail banking offers the same services to numerous personal banking customers and small businesses. Retail banking is largely intrabank: the bank itself accepts deposits and makes many small loans. It tends to be domestic, though the information technology revolution has the potential to break down national barriers.

Bank Holding Companies

The term ‘‘bank holding company’’ originated in the United States. The Bank Holding Company Act (1956) defined a BHC as any firm which held at least 25% of the voting stock of a bank subsidiary in two or more banks. BHCs are commercial banks, regulated by the Federal Reserve Bank. Having been granted legal status, bank deposits under the control of BHCs grew from 15% in the 1960s to over 90% by the 1990s. Each BHC owns banking (and in some countries, non-banking financial) subsidiaries, which are legally separate and individually capitalised.

In the United States, BHCs were used to circumvent laws which placed restrictions on interstate branching, that is, having branches in more than one state. Through the BHC structure, a bank might own several bank subsidiaries in a number of states.

Section 20 Subsidiaries

In 1981, the US Supreme Court ruled that section 20 of the Glass Steagall Act did not extend to subsidiaries of commercial banks. They could offer investment banking activities, provided they were not ‘‘engaged principally’’ in the said activities. Since 1987, BHC subsidiaries have been authorised by the Federal Reserve Bank to engage in securities activities, and became known as ‘‘section 20 subsidiaries’’. They could underwrite corporate debt and equities provided it was limited to 5% of the bank’s total revenue, which was raised to 10% in 1989 and 25% in 1996. With the passage of the Gramm Leach Bliley Act (see below), these subsidiaries are expected to gradually disappear.

Financial Holding Companies

The Gramm Leach Bliley Financial Modernisation (GLB) Act was passed in late 1999 and effectively repeals the Glass Steagall Act. The GLB Act allows US bank holding companies to convert into financial holding companies (FHCs), which can own subsidiary commercial banks, investment banks and insurance firms. Likewise, investment banks and insurance firms may form FHCs, subject to the approval of the Federal Reserve.

The GLB Act means, for the first time, that US banks can become restricted universal banks. They can engage in commercial and investment banking and insurance businesses but, unlike the German banks, are restricted because, as subsidiaries, they must be separately capitalised, which is more costly than if they are part of a single legal entity. Also, the cross-share ownership of non-financial firms is largely prohibited. In the USA, BHCs are allowed to own up to a 5% interest in a commercial concern.

Different versions of restricted universal banks are found around the world. Canada also has legislation to stop banks from owning commercial firms. In the UK, Italy and Switzerland, there is virtually no integration of banking and commerce. It is discouraged by the regulatory authorities in the respective countries, but not prohibited by law. Under the financial reforms of the late 1990s, Japanese banks may also be part of a FHC, though FHCs may not own insurance subsidiaries. However, cross-shareholdings and shared directorships are an integral part of the Japanese financial and commercial structure.

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