March 18 2023

It is a measure of how seriously the Swiss authorities view Credit Suisse’s position that they are, according to weekend reports, orchestrating a UBS takeover or rescue.

The Terrible Two

It is not the first time that a merger of these banking behemoths has been considered. Last time it was Credit Suisse which considered acquiring UBS when it was in serious difficulties after the 2008 Global Financial Crisis. UBS survived, with Swiss government backing, shareholder cash, endless cost-cutting and, eventually, after a revolving door of unmemorable CEO’s for its troubled investment bank, a return to its strengths: wealth and asset management not the chimera of an all-singing, all-dancing full service global bank able to compete with the US. Investment banking was scaled down but focused under Orcel’s leadership. Doing this required not just a reset of its business but its culture, which had underpinned and led to so many of its problems. It took — after some false starts — a decade and a lot of hard work at every level before the changes became effective and properly embedded.

It was not just banks which had to rethink themselves. So did the Swiss financial and political establishment. For the best part of a century, Switzerland’s financial USP was discretion, carefully protected by banking secrecy laws. Or, more bluntly, Swiss banks were where you hid your money, few questions asked. That ended as a result of US fury on discovering how UBS and others, including Credit Suisse (fined $2.6 billion in 2014) had helped US taxpayers evade tax. So the new USP became expertise: put your money in Switzerland not to hide it but because Swiss bankers know how to manage it well.

Credit Suisse’s current travails blow a hole in that. How is it that, despite all the regulatory changes, all the scrutiny, all the lessons learned (surely?), all the training, all the rules, Credit Suisse has got itself into such a mess that its acquisition by its rival is now even in contemplation? And if such a large, important bank can get into such a mess, what does it say about Swiss expertise and, indeed, Swiss regulatory effectiveness?

Blowing the whistle?

One clue may be in the reason for its announcement on 9 March of a delay to its 2022 annual report after a “late call from the US Securities and Exchange Commission” the previous day. Why was the SEC making comments about the “technical assessment of previously disclosed revisions to the consolidated cashflow statements” in 2019 and 2020 and — this is the kicker — “related controls” in March 2023 in a late night call? What or who triggered this? One possibility is that someone escalated this to the SEC because other attempts at escalation and remediation within Credit Suisse had not worked. If correct — if there was a whistleblowing to the SEC — that is very troubling because it suggests either that there were no effective routes for raising concerns within the bank. Or, worse still, that concerns raised were ignored or ineffectively handled. In short, the problem may not just be inadequate financial processes (“material weaknesses in our internal control over financial reporting” and a management failure to “design and maintain an effective risk assessment process” — oops!). It may also be that the bank’s processes — and culture — for identifying, escalating and handling concerns are inadequate too. If that is the case, what other problems are lurking? This will be bothering Credit Suisse, the Swiss regulator (which was very annoyed by whistleblowing failings in UBS in relation to the FX scandal), the Swiss central bank — and UBS — if it does decide to acquire all or part of its rival. What exactly would it be acquiring?

A Bargain or a Pig in a Poke?

What is in it for UBS? Taking out a competitor, its clients, funds under management and its better employees. Yes — all these. But is an acquisition necessary? Clients and staff will make their own decisions, regardless of what Boards decide. Funds are already flowing out of Credit Suisse, as happened to UBS when it was in trouble.

The risks for UBS are considerable. Bigger is not always better. Absorbing a well-run company is hard enough; absorbing one with difficulties something else entirely. There is every likelihood of plenty more nasties lurking under the carpet. The reputational difficulties will stick to UBS’s name, no matter how often the press releases refer to past Credit Suisse problems. The costs of investigating these — as well as the remediation work necessary to put matters right — will be enormous; not just financially but in management time, energy and enhanced regulatory scrutiny. What will the effect be on the share price? UBS shareholders had a lost decade as UBS cleaned itself up. Are they really willing to finance another clean up, another set of potentially unquantifiable liabilities? Will an acquisition be a distraction from UBS’s own plans and for its current senior management, largely new and brought in to build on what has been achieved by UBS not to clean up another bank’s mess?

Conflicts of interest

There have been plenty of red flags (Greensill, Archegos, Mozambique tuna bonds, GFG, for instance) that all has not been well within Credit Suisse. Some parts (the Compliance department) were well able to identify issues with some of the clients the bank was keen to do business with and warn against this. Despite that those concerns were ignored or, more likely, rationalised away. (Why, for instance, did anyone think it sensible to take on Archegos, an entity set up by someone — Bill Hwang — fined a few years earlier by the SEC for insider dealing?) This suggests an institution with no sound way of managing its risks and the conflicts of interest arising from the desire to do apparently profitable business set against the risks of taking on clients whose adherence to rules is more apparent than real. Changing that is not the work of a moment as Ulrich Koerner, Credit Suisse’s CEO (part of UBS’s senior management team 2009–2022) or its new General Counsel (formerly UBS’ General Counsel 2008–2022) will tell you.

It is not a problem confined to Credit Suisse of course. Questions have been raised about Goldman Sachs’ dual role in relation to Silicon Valley Bank. (It’s not for the first time that Goldmans has faced such questions in relation to M&A deals). Barclays has faced endless issues caused by the tensions between its investment bank and its retail bank, its latest problem arising from its appointment of Jes Staley and the judgment shown by its Board when questions about his relationship with Epstein were raised. (If only the Board and the FCA had taken more seriously Staley’s judgment and failure to understand why whistleblowing matters when concerns were raised in 2017–2018.)

Over the last few decades, the creation of ever larger financial institutions has led to multiple conflicts of interest between the interests of the institution, its clients, between different categories of clients and between different parts of the business. Internal Chinese Walls and oodles of rules sought to recreate what had previously been legal barriers in order to manage those conflicts. Self-regulation and — post the Guinness, Maxwell and Barings scandals — light-touch regulation were meant to do the rest. It did not work. Repeated scandals and harm to the ultimate customers of banks and taxpayers led to more intrusive regulation and ring-fencing — the 21st century’s equivalent of Glass-Steagall. Loopholes have been closed or tried to be anyway. Regulators have been playing Whack-A-Mole with financial institutions ever since. But conflicts of interest are at the heart of all financial scandals. As an official of the US’s Financial Crimes Enforcement Team said when the Vatican Bank did a deal with the US in 2013 “large amounts of money sometimes bring out the worst in people.”

What about governments?

It is not just large banks which have conflicts of interest. Governments have these too. Finance brings in lots of tax revenue. It can be — for a while anyway — a Golden Goose, ready to be plucked for politicians’ favourite projects: banks make money, bankers get paid extraordinarily large sums and consider themselves very clever and worth all this money rather than lucky, politicians get tax revenues and voters get all the goods those revenues pay for without having to pay for any of it themselves. Win-win. Until it all goes Splat! (For those of a more literary bent, the La Fontaine poem about the frog wanting to be a cow — La Grenouille et Le Boeuf — pithily sums up what went wrong.)

While it is all going well, though, politicians fall over themselves to attract such institutions to their country and take especial pride in having ever larger institutions.

• Think of Ireland and its International Finance Centre, which became the location of choice for various dubious German entities, which Ireland then decided to support at vast expense.
• Or Gordon Brown boasting about light-touch regulation for the City in 2004-5.
• Or Alex Salmond and his support for RBS’s ill-fated over-reaching pursuit of ABN AMRO.
• Or, more recently, the support by German politicians and the BaFin, the German regulator, of Wirecard, a German — but apparently cutting edge, global and profitable — fintech entity. A German champion to rival those arrogant Anglo-Saxons! Until it turned out to be so much hot air, fraud and money-laundering.

The desire to have a national financial champion can blind even the most sober of governments and regulators to the risks of letting such companies think themselves indispensable and/or grow too big, unwieldy and, effectively, hard to manage and regulate well.

Two risks

There are only two things which matter about financial institutions, whether large or small, whatever sector they are in: –

1. Do they understand the risks they are managing? This is not a side issue. It is their core work. Managing money — whether it is mortgages, shares, derivatives, loans to business, assets of the wealthy — is all about understanding and managing risk.
2. The only capital that matters is the trust that customers, staff, counterparties, regulators and others have in such an entity. The amount of capital, its liquidity and all the other measures are simply a way of putting figures on this. Once that trust has gone, a bank is finished.

There are serious doubts about Credit Suisse’s ability to understand and manage the risks it is running. What is not yet clear is whether the trust it needs to have the time to sort itself out is still there. Monday may provide an answer.

What Next?

Whatever that answer is and assuming there is no systemic fall-out, governments and regulators (and voters) need to ask themselves whether it is time to rethink whether such large global institutions, however well-capitalised or regulated, are a good idea. If you have institutions with built-in conflicts of interest, you will always have problems, even if systemic risk is avoided. Maybe smaller, more focused entities are best, ones which understand that finance is a service industry, part of an economy’s plumbing, there to serve others not help itself. Maybe global banks — much like other aspects of globalisation — are an idea which needs challenging and rethinking?

March 12 2023

Another weekend and another UK Chancellor announces that the Treasury is working “at pace” (whatever happened to the word “quickly“?) to minimise the fallout from the closure on Friday by US banking regulators of California-based Silicon Valley Bank i.e. to help its UK customers with their cashflow needs.

This bank was the 60th largest US bank and its collapse is the second biggest banking failure in US history. The details will no doubt come out in time but the essence is not very different from the reasons Northern Rock collapsed some 16 years ago: a mismatch between the bank’s short-term liabilities, its long-dated illiquid assets and an inability to fund itself.

It offered loans to its clients at very advantageous interest rates provided the clients banked with them and required little by way of collateral because start-ups tend not to have much of this to offer. Of course, this was a bet that interest rates would stay low. Oh dear! The start-ups now worrying about what will happen to their deposits should perhaps ponder the wisdom of that saying: “If something looks too good to be true, it is.”

Until the markets open on Monday the rest of us can enjoy the following:-

• Venture capital firms – SVB’s client base – forgetting what the “venture” in “venture capital” means.
• Forbes’ 2023 List of America’s Best Banks which included – yes, you guessed it! – Silicon Valley Bank and also put it on its Financial All-Stars List. If you have time to waste, you can even read the methodology for their rankings – here. The data came from Standard & Poor’s Global Market Intelligence.
• Moody’s giving the bank an “A” credit rating, which it held right up to its collapse.

Forbes is not having much luck recently. Their edition titled the “40th Annual Forbes 400″ featured on its cover Sam Bankman-Fried of FTX, which collapsed in November 2022. His youth – 29 – was highlighted. As well as this delightfully revealing quote: “I got involved in crypto without any idea what crypto was.”

(I am, unashamedly, going to toot my own trumpet and remind you – if anyone needs reminding – that when these scandals and collapses happen, there is always a bloody great clue (often more than one) staring you in the face. Though they don’t always get the full colour treatment on the cover of prestigious magazines.)

Let’s hope the similarities to 2008 end there.

Photo by: michaela-fUYnzXrVmhE-unsplash.jpg

August 16 2019

In An Italian Education, Tim Parks describes the wonderfully languorous routine of an Italian summer: the shutting down of all but essential services in hot, humid cities, leaving them to tourists, the departure for the coast, the gathering of the extended family, the early mornings to enjoy an espresso outside when the day is cool, the encampment at the same spot on the beach amongst the ombrelloni, neatly and beautifully laid out, the careful attention to one’s toilette, la bella figura being quite as important when little is worn as at every other time, lunch followed by siesta, the late afternoon passeggiata before the evening’s entertainment. Day in, day out, the rythym is much the same, punctuated by religious festivals: Sant’ Andrea in Amalfi in late June, for instance, or Ferragosto everywhere. Then the gentle return home in September, with weekend visits to the coast for those lucky enough to live nearby. It is a time to breathe, relax, close off the pressing problems of life, which can – for now – wait.

Yet summer has often been when horrible crises and unexpected events have impolitely intruded into this idyll. Often these have been financial ones. Consider:-

1. 1992: 16 September – Black Wednesday – strictly not the summer but the short-selling of currencies with the ERM, not just sterling but also the lira, had been happening in the months leading up to the day when, despite interest rates being raised briefly to 15%, sterling was forced out of the ERM, with losses of ca. £3.3. billion. How humiliating for this to happen when Britain held the Presidency of the EU and not long after its Prime Minister had, somewhat hubristically, suggested in a TV interview that the pound would one day be as strong as the Deutschmark and might replace it as the ERM’s anchor currency. Oh dear.
2. 1997: the Asian financial crisis – starting in July with capital flight as the Thai currency was floated, spreading to other Asian countries and Japan and resulting in IMF support to the troubled region. A portent of trouble ahead.
3. 1998: a Russian financial crisis – in August when Russia devalued its currency and defaulted on its debt. One of the high-profile victims was Long-Term Capital Management, a hedge fund set up by ex-Salomon Brothers traders and boasting two Economics Nobel prize winners on its Board. Their claim to fame was having devised a brilliant new way of valuing derivatives. Despite such brainpower, LCTM managed to lose $4.6 billion in less than 4 months that summer, was bailed out by the Federal Reserve and closed 18 months later. Alas, the two obvious lessons to be learnt: (1) when clever people talk about “a new paradigm” in finance, it is time to put your money under the mattress; and (2) there is a sort of stupidity that only clever people are capable of – was not learnt by anyone important at the time. Hence…..
4. 2007: the financial crisis – starting with a French bank, in August, blocking withdrawals from two of its funds because it no longer knew what they were worth (a sign they were probably worthless) and leading, via increasing worries amongst policymakers, central banks, regulators and others about the state of the financial system, to the UK’s first bank run in over a century as Northern Rock depositors decided the mattress was indeed safer. The signs had been there for some time but had been ignored. In July, Citigroup’s CEO, a lawyer-turned-banker, gave his own inimitable account of the Greater Fool theory – not realising the fool was him – when he said: “When the music stops, in terms of liquidity, things will be complicated. But as long as the music is playing, you’ve got to get up and dance. We’re still dancing.” Whoever thought that putting lawyers in charge of a bank would be a good idea? They turned out to be every bit as bad as bankers at running them. The crisis went on and on and on. We are now in the interregnum between that one and the next.
5. 2010-2012: the European sovereign debt crisis – this was a summer perennial at one point and, indeed, seemed to pop up on a regular basis during these years. In May 2010 it was Greece’s turn to dismay the markets with its request for  a €110 billion loan, the austerity package put together to justify this dismaying Greek voters even more and leading to protests, riots, social unrest and Parliamentary shenanigans over the summer and into late autumn.  A bailout was agreed but in June 2012 the crisis erupted once more with the possibility of a forced Grexit from the euro. Yet another bailout-cum-austerity package was eventually agreed. It was not the last the world would hear of Greece, though. Ireland too went through some pain, though this was – as are most matters Irish – related to land and the colossal sums Irish banks lost when the property boom went bust. Money had to be borrowed to keep the banks afloat; the costs became too painful; a bailout was obtained in August 2010 and in July 2011 the interest rate payable on this was reduced by the IMF. The European Commission announced a reduction in the interest rate on its loan to Ireland on 14 September 2011. The cognoscenti may remember that also on that day a Swiss bank announced that one of its traders had managed to lose $2.3 billion in a fraudulent and catastrophic misreading of the markets that summer. The following summer in 2012 (while that trader prepared for his trial) Spain, too, became a concern eventually obtaining a €100 billion bailout following banking losses caused by their unsustainable property boom.
6. June – August 2015: Greece and the Euro – Yes. Again. A charismatic politician comes to power vowing to renegotiate terms with the EU, to end his country’s humiliation and even gets his electorate to support his showdown. It is all of no avail. He is forced to back down. His party is split. Terms are agreed – or rather dictated by the powerful neighbour. There is no more talk of boldness. The politician hangs onto power being finally ejected four years later by someone promising boring economic competence. Perhaps Greece, having provided a template for democracy , is providing another one.
7. Summer 2019: Britain – our PM tells the EU, which has said for months that negotiations for Britain’s withdrawal for the EU (27 years after its eviction from the ERM – was that when the journey to Brexit started?) are at an end, that he will not negotiate with them unless they give him what he asks for first. The EU is now trying to understand what sort of a threat it is to say that you will not do something which the other party has also said they do not want to do. Meanwhile, the pound has declined against a basket of currencies at just the moment when holidaymakers are buying their foreign currency, English summer weather proving as unreliable as ever.

It is now mid-August. Perhaps this year it will be a quiet calm summer. Financially speaking anyway. Not long to find out.

Photo by Nellia Kurme on Unsplash