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INVESTMENT BANKS, HEDGE FUNDS,
AND PRIVATE EQUITY
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INVESTMENT
BANKS, HEDGE
FUNDS, AND
PRIVATE EQUITY
THIRD EDITION
David P. Stowell
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Contents
Preface xi Strategic Rationale 75

Acknowledgments xvii Synergies and Control Premium 76
Credit Ratings and Acquisition Currency 76
Regulatory Considerations 78
Social and Constituent Considerations 78
I Role of Investment Bankers 79
Other Merger and Acquisition Participants 79
INVESTMENT BANKING Fairness Opinion 79
Legal Issues Faced by Boards 80
1. Overview of Investment Banking Acquisitions 81
Due Diligence and Documentation 82
Postcrisis Global Investment Banking Firms 4
Breakup Fee 83
Other Investment Banking Firms 7
Alternative Sale Processes 84
Investment Banking Businesses 7
Cross-Border Transactions 86
Investment Banking Division 10
Tax-Free Reorganizations 87
Trading Division 16
Corporate Restructurings 88
Asset Management Division 19
Takeover Defenses 90
Risk Arbitrage 90
2. Regulation of the Securities Industry Valuation 91
Introduction 22 M&A Litigation Topics 110
US Regulations 22
Recent Developments in Securities Regulations 33 5. Trading
Securities Regulations in Other Countries 41
Sales and Trading 118
Equity Trading 123
3. Financings Fixed Income, Currencies, and Commodities
Trading 129
Capital Markets Financings 47 Market-Making Examples 136
Financing Considerations 52 Proprietary Trading 139
Financing Alternatives 53 New Nonbank Financial Institutions 139
Fees to Bankers 66 International Trading 140
Distribution Alternatives 67 Risk Monitoring and Control 141
Shelf Registration Statements 68 Value at Risk 141
“Green Shoe” Overallotment Option 68
International Financings 70 6. Asset Management, Wealth
Management, and Research
4. Mergers and Acquisitions
Asset Management 145
The Core of Mergers and Acquisitions 73 Wealth Management 148
Creating Value 74 Research 150
vii
viii Contents
7. Credit Rating Agencies, Exchanges, Composition of Investors 249

and Clearing and Settlement Industry Concentration 250
Performance 251
Credit Rating Agencies 157 2008 Slowdown 255
Exchanges 162 Market Liquidity and Efficiency 258
Dark Pools 168 Financial Innovation 258
Over-the-Counter Market 169 Illiquid Investments 259
Clearing and Settlement 171 Lock-Ups, Gates, and Side Pockets 259
Comparison With Private Equity Funds and Mutual
8. International Banking Funds 260
High Water Marks and Hurdle Rates 261
Euromarkets 175 Public Offerings 261
Japan’s Financial Market 177 Fund of Funds 263
China’s Financial Market 179
Emerging Financial Markets 184 12. Hedge Fund Investment Strategies
Global Initial Public Offering Market 189
American Depository Receipt 194 Equity-Based Strategies 267
International Financial Reporting Standards 195 Macro Strategies 270
International Investors 196 Arbitrage Strategies 270
Event-Driven Strategies 276
9. Convertible Securities and Wall Summary 285
Street Innovation
13. Shareholder Activism and Impact on
Convertible Securities 201 Corporations
Wall Street Innovation 209
Nikkei Put Warrants 210 Shareholder-Centric Versus Director-Centric
Accelerated Share Repurchase Program 216 Corporate Governance 292
Activist Hedge Fund Performance 295
10. Investment Banking Careers, Activist Hedge Fund Accumulation
Strategies 298
Opportunities, and Issues
CSX Versus TCI 299
Investment Banking 222 Changing Rules That Favor Activists 302
Trading and Sales 225 Daniel Loeb and 13D Letters 303
Private Wealth Management 227 Bill Ackman Versus McDonald’s, Wendy’s, Ceridian,
Asset Management 228 Target, MBIA, and Valeant 305
Research 228 Summary 307
Principal and Credit Investments 229
Other Investment Banking Functions 229 14. Risk, Regulation, and Organizational
Investment Banking Opportunities and Issues 230 Structure
Investor Risks 309
II Systemic Risk 313
Regulation 316
HEDGE FUNDS AND PRIVATE Organizational Structure 320
EQUITY
15. Hedge Fund Issues and
11. Overview of Hedge Funds Performance
Leverage 243 Hedge Fund Performance 323
Growth 245 Fund of Funds 328
Contents ix
Absolute Return 329 Private Equity Portfolio Companies Purchased
Transparency 329 During 2006–07 397
Fees 330 Private Equity Value Proposition for
High-Water Mark 331 Corporations 413
Searching for Returns 332 Corporate Rationale for Completing Private Equity
Merging of Functions 333 Transactions 414
International Hedge Fund Initiatives 333 Private Equity as an Alternative Model of Corporate
Benefits Revisited 334 Governance 415
Future Developments 335 Private Equity Influence on Companies 417
Forecasts for Hedge Fund Industry 336
19. Organization, Compensation,
16. Overview of Private Equity Regulation, and Limited Partners
Characteristics of a Private Equity Transaction 341 Organizational Structure 419
Target Companies for Private Equity Compensation 422
Transactions 341 Regulations 426
Private Equity Transaction Participants 343 Limited Partners 428
Structure of a Private Equity Fund 344
Capitalization of a Private Equity Transaction 345
Assets Under Management 346
20. Private Equity Issues and
History 348 Opportunities
Financing Bridges 349
Private Investments in Public Equities 434
Covenant-Lite Loans and Payments-in-Kind
Equity Buyouts 434
Toggles 350
Distressed Assets 435
Club Transactions and Stub Equity 351
M&A Advisory 435
Teaming Up With Management 352
Capital Markets Activity 437
Private Investment in Public Equities 357
Hedge Fund and Real Estate Investments 437
Leveraged Recapitalizations 357
Boom and Bust Cycles 438
Secondary Markets for Private Equity 358
Annex Funds 438
Fund of Funds 359
Asia–Pacific Private Equity 439
Private Equity Goes Public 360
European Private Equity 440
Private Equity Exhibits 361
Private Equity Initial Public Offerings 441
Comparison of Private Equity Firms 442
17. LBO Financial Model Profile of the Carlyle Group 447
Future Issues and Opportunities 448
Determining Cash Flow Available for Debt Service
The New Landscape 454
and Debt Sources 371
Determining Financial Sponsor Internal Rate of
Return 373
Determining Purchase Price and Sale Price 373 III
Leveraged Buyout Analysis Example 374 CASE STUDIES
Leveraged Buyout Analysis Postcredit Crisis 390
Investment Banking in 2008 (A): Rise and Fall of
18. Private Equity Impact on Corporations the Bear 457
Investment Banking in 2008 (B): A Brave New
Private Equity–Owned Companies: Management World 481
Practices and Productivity 394 Freeport-McMoRan: Financing an
Private Equity–Owned Company Failures 395 Acquisition 497
Private Equity Purchase Commitment The Best Deal Gillette Could Get? Procter &
Failures 396 Gamble’s Acquisition of Gillette 515
x Contents
A Tale of Two Hedge Funds: Magnetar and Porsche, Volkswagen, and CSX: Cars, Trains, and
Peloton 533 Derivatives 595
Kmart, Sears, and ESL: How a Hedge Fund The Toys “R” Us LBO 605
Became One of the World’s Largest Cerberus and the US Auto Industry 627
Retailers 551 H. J. Heinz M&A 643
McDonald’s, Wendy’s, and Hedge Funds: Hamburger Quintiles IPO 669
Hedging? Hedge Fund Activism and Impact on
Corporate Governance 571 Index 691
Preface
The world of finance dramatically changed following the global financial meltdown of
2007–09, and this change has continued following Brexit in 2016 and the new administra-
tion that took over in the United States during 2017. These significant events have caused
governments and financial industry to look again at investment banks, hedge funds, and
private equity through a new lens. Market participants have been significantly impacted, and
attitudes toward risk, transparency, regulation, and compensation have changed. Investment
banks, hedge funds, and private equity firms are at the epicenter of a transformed financial
landscape, forging new roles and seeking new ways to create value within a paradigm of
lower risk and greater regulation. This book provides an overview of investment banks, hedge
funds, and private equity firms and describes the relationships between these organizations:
how they both compete with and provide important services to each other, and the signifi-
cant impact they have on corporations, governments, institutional investors, and individuals.
Together, they have reshaped global financing and investing patterns, attracting envy and awe,
but also criticism and concern. They dominate the headlines of the financial press and create
wealth for many of their managers and investing clients. This book enables readers to better
understand these heavily interconnected organizations, their impact on the global financial
market, historical development, principal activities, regulatory environment, and risks and
opportunities.
Ultimately, the objective of this book is to demystify investment banks, hedge funds, and pri-
vate equity firms, revealing their key functions, compensation systems, unique role in wealth
creation and risk management and their epic battle for investor funds, and corporate influence.
After reading this book, the reader should better understand financial press headlines that herald
massive corporate takeovers, corporate shareholder activism, large capital market financings and
the myriad strategies, risks, and conflicts in the financial market landscape. The inclusion of case
studies and spreadsheet models provides an analytical framework that allows the reader to apply
the book’s lessons to real-world financing, investing, and advisory activities.
TARGET AUDIENCE
The target audience for this book includes MBA, MSF, and Executive MBA students, and
upper-level undergraduates who are focused on finance and investments. Investment bank-
ing classes can use this book as a primary text and corporate finance, and investments classes
can use the book either as a secondary text or as a principal text when focused on hedge funds
and private equity. In addition, professionals working at investment banks, hedge funds,
and private equity firms can use the book to broaden understanding of their industry and
competitors. Finally, professionals at law firms, accounting firms, and other firms that advise
xi
xii Preface
investment banks, hedge funds, and private equity firms should find this book useful as a
resource to better understand and assist their clients.
DISTINGUISHING FEATURES
This book is unique for two reasons. First, it is a product of a long career working for
and with investment banks, hedge funds, and private equity firms, in addition to 12 years of
teaching students about these institutions. Second, by addressing all three of these institu-
tions in the same book, and focusing on their simultaneous competition and cooperation with
each other, the book provides a more holistic view of the changing boundaries and real-world
impact of these institutions than has previously been available.
I wrote this book following a 20-year career as an investment banker at Goldman Sachs, JP
Morgan, and UBS, and an additional 4 years at O’Connor & Associates, a hedge fund that is now
part of UBS. As an investment banker, in addition to completing numerous M&A, debt and equity
financing, equity derivative, and convertible transactions with corporate clients, I worked with
private equity firms (financial sponsors) as they acquired companies and pursued exit strategies
through recapitalizations, M&A sales, and IPOs. Since 2005, I have been a professor of finance
at Northwestern University’s Kellogg School of Management, where I have had the privilege
of teaching what I learned during my preacademic career, while completing ongoing research
into the ever-changing landscape of investment banks, hedge funds, and private equity. Teaching
these subjects in classrooms has provided greater objectivity and the opportunity to refine con-
cepts and make them more relevant to students. This book is therefore a blend of practitioner’s
experience and academic experience, creating an educational offering that more fully opens the
door to understanding the key participants in the global financial and advisory markets.
CASES
The inclusion of 12 independent cases facilitates greater understanding of the concepts

described in the chapters. These cases focus on recent actual financial and advisory transac-
tions and include a summary of risks, rewards, political considerations, impact on corpora-
tions and investors, competition, regulatory hurdles, and other subjects that are linked to
chapter topics. The cases include questions for students and case notes and teaching sugges-
tions for instructors. In addition, several cases include spreadsheet models that allow readers
to create an analytical framework for considering choices, opportunities, and risks that are
described in the cases. The cases are assembled together at the end of the book, but all are
linked to preceding chapters. As a result, cases are designed to be used in conjunction with
chapter reading to reinforce concepts and enhance learning.
THE WORLD HAS CHANGED
During 2008, Bear Stearns collapsed into a fire-sale to JP Morgan, Lehman Brothers
declared bankruptcy, Fannie Mae and Freddie Mac were placed into US government con-
servatorship, the US government assumed majority control over AIG and injected over
Preface xiii
$100 billion to keep it afloat, Countrywide and Merrill Lynch both sold themselves to
Bank of America under duress, Wells Fargo bought Wachovia at the brink of bankruptcy,
Washington Mutual went into receivership with its branches absorbed by JP Morgan,
Goldman Sachs and Morgan Stanley became bank holding companies, and banks all
over the world had to be rescued by their respective governments. In the United States,
this included the rapid provision to banks of over $200 billion of equity capital by the US
Treasury as part of a larger $700 billion rescue program, guarantees of debt and asset pools
by the FDIC totaling many hundreds of billions of dollars, and an unprecedented expan-
sion of the Federal Reserve’s balance sheet by trillions of dollars as it provided credit based
on almost any type of collateral. All of this occurred as the world experienced the most
significant, globalized downturn since the Great Depression in the 1930s. Between 2008 and
2017, investment banks, hedge funds, and private equity firms have all come under increas-
ing regulation and scrutiny. They have had to derisk their balance sheets and become more
transparent. The imperative to improve relationships with governments and with the press
has become abundantly clear. Many firms have had to downsize and change their business
models as new competition has entered their arena and additional capital requirements
have reduced margins and returns to investors. Ongoing debates regarding whether gov-
ernments have done too little or too much regarding reducing volatility and risk continue
to occupy management attention at many financial institutions.
The investment banking business, in many ways, will never be the same. Leverage has
been reduced, some structured financial products have ceased to exist, and regulation has
increased. However, the fundamental business remains the same: advising corporations and
investors; raising and investing capital; executing trades as an intermediary and principal;
providing research; making markets; and providing ideas and capital directly to clients. As
investment banks reinvent some aspects of their business and learn to live in a world of
decreased leverage and increased regulation, new opportunities loom large, while issues
such as public perception, compensation, and risk management must be carefully worked
through.
Hedge funds and private equity funds suffered significant reversals during 2008, with
hedge funds recording investment losses of over 19% on average and private equity firms
acknowledging similar potential losses to their investors. Although these results were
undesirable and caused some investors to abandon funds, the global equity markets fared
even worse, with the major US stock market indices dropping by more than 38% and other
equity and nongovernment debt indices throughout the world posting similar, or greater,
losses. Hedge funds and private equity have had to adjust to a changing landscape and
reexplain their value proposition while contending with slower growth in assets under
management and weaker returns. Although hedge fund assets under management has
increased dramatically since the global financial crisis, 2016 was a very disappointing year
for the industry in relation to returns, and some large investors have backed away from
historical investment levels with these asset managers. Private equity funds have shown
respectable returns over the past 8 years, and experienced significant growth in assets
under management, but many smaller players have left the industry as limited partners
search for differentiated platforms and sometimes direct investment opportunities.
Investment banks, hedge funds, and private equity firms have redefined their roles and
developed new processes and business plans designed to maintain historical positions of
power and influence. The world has changed, but these institutions will continue to have a
xiv Preface
significant impact on global capital markets and M&A transactions. This book projects how
they will achieve this, and the resultant impact on corporations, governments, institutional
investors, and individuals.
STRUCTURE OF THE BOOK
The book is divided into three parts. The first part is comprised of 10 chapters that focus on
investment banks. The second part includes five chapters that discuss hedge funds and five
chapters that review the activities of private equity firms. The third part of the book includes
12 cases that focus on recent transactions and developments in the financial markets. These
cases are cross-referenced in the preceding chapters and are used to illustrate concepts that
benefit from more rigorous analysis. In addition, there is an M&A case embedded within
Chapter 4.
PART ONE: INVESTMENT BANKING
This part includes 10 chapters that provide an overview of the industry and the three
principal divisions of most large investment banks, including descriptions of the M&A and
financing activities of the banking division; the intermediation and market-making activi-
ties of the trading division; and the investment gathering and money management activi-
ties of the asset management division. In addition, the other businesses of large investment
banks and the activities of boutique investment banks are reviewed. Other chapters focus
in more detail on financings, including the activities of capital markets groups and the
underwriting function, and discussion of IPOs, follow-on equity offerings, convertibles,
and debt transactions. The role of credit rating agencies, prime brokerage groups, research,
derivatives, and exchanges is also explored. Finally, regulations, leverage, risk manage-
ment, clearing and settlement, international investment banking, career opportunities and
the interrelationship between investment banks, hedge funds, and private equity are dis-
cussed. The capstone chapters in this part of the book drill deeply into M&A, convertible
securities, and investment bank innovation.
Part One is designed to be used as the text for a full course on investment banking. It
should be used in conjunction with cases in Part Three that are specifically referenced in Part
One chapters. Part Two’s hedge fund and private equity chapters may be used as supplemen-
tal material.
PART TWO: HEDGE FUNDS AND PRIVATE EQUITY
The first section of Part Two is comprised of five chapters that focus on hedge funds,
including an overview of the industry; a focus on selected hedge fund investment strate-
gies; shareholder activism and impact of hedge fund activists on corporations; risk, regu-
lation, and organizational structure of hedge funds; and a review of performance, risks,
threats, and opportunities, as well as the changing value proposition offered by hedge
Preface xv
funds to their limited investor partners. Finally, hedge fund competition with investment
banks and private equity is reviewed, as well as the symbiotic relationship between all
three parties.
The second section of Part Two is comprised of five chapters that examine private equity
from the perspective of those firms that principally focus on leveraged buyouts (LBOs) and
other equity investments in mature companies. These chapters provide an overview of private
equity; an explanation of an LBO model and how it drives decision-making; private equity
impact on corporations, including case histories of more than a dozen LBO transactions; a
description of organizational structures, compensation, regulation, and limited partner rela-
tionships; and a discussion of private equity issues and opportunities, diversification efforts,
IPOs, historical performance and relationships with hedge funds and investment banks.
Part Two is designed to be used as the text for a full course that focuses on hedge funds and
private equity. It should be used in conjunction with cases in Part Three that are specifically
referenced in Part Two chapters. Part One’s investment banking chapters may also be used as
supplemental material.
PART THREE: CASES
This part contains 12 cases that are referenced in different chapters in Parts One and Two.
The cases enable students to drill deeper into the subject matter of the chapters and apply con-
cepts in the framework of real transactions and market developments. Case questions (and
teaching notes for instructors) are provided, as well as several spreadsheet models that enable
students to manipulate data. The cases focus on the following: the dramatic change in the
global investment banking landscape that occurred during the 2008 financial crisis; the use of
equity derivatives by Porsche and CSX as these two corporations interacted with investment
banks and hedge funds in effecting significant corporate change; Cerberus’s investments in
Chrysler and GMAC (GM’s captive finance subsidiary); the divergent CDO investment strat-
egies of two hedge funds, which, in the first case, resulted in excellent returns, and in the
second case, caused bankruptcy; Freeport McMoRan’s acquisition of Phelps Dodge, which
focuses on M&A, risk taking and financing activities; the acquisition through a bankruptcy
court process and management of Kmart and Sears by ESL, one of the world’s largest hedge
funds; Proctor & Gamble’s acquisition of Gillette, including the advisory role of investment
bankers and discussion of corporate governance and regulatory issues; the LBO of Toys R
Us, focusing on the role of private equity funds and investment banks; activist hedge fund
investor Pershing Square’s impact on the capital and organizational structure of McDonald’s
Corporation; the acquisition of H.J. Heinz by Berkshire Hathaway and 3G; and the IPO of
Quintiles, the world’s largest contract clinical research company.
NEW CONTENT IN THE THIRD EDITION
The third edition reflects the most significant developments for investment banks, hedge
funds, and private equity funds during 2012–17 in relation to regulatory and tax consider-
ations as part of the ongoing global financial reform. In addition, developments in the global
xvi Preface
competitive landscape are addressed, and significant new content that focuses on interna-
tional markets is included in many chapters. All time-sensitive exhibits have been updated,
reflecting current information and considerations. Basically, this edition brings the reader up
to date through 2017 on all of the key issues and considerations that impact investment banks,
hedge funds, and private equity funds as key participants in the global financial markets.
Additional content can be downloaded from the book’s companion website https://www.
elsevier.com/books-and-journals/book-companion/9780128143520
Acknowledgments
I am very grateful to many who have contributed to this publication. My wife, Janet, and
my children (Paul, Lauren, Audrey, Julia, and Peter) have been very patient and supportive
during the process of researching and writing this book. When I decided to become an
academic, they assumed that my investment banker work-week would drop from 70+ hours
to less than half that amount. This has not been the case, as I learned that academics work
long hours too, and the book added many hours to my schedule. I am also grateful to many
finance department colleagues and administrators at Northwestern University’s Kellogg
School of Management for their support for this project and me over the past 12 years as I
transitioned from practitioner to academic. They have been very patient and encouraging
during this process.
I am indebted to many colleagues and friends from investment banks, hedge funds, and
private equity funds, as well as professionals from law firms, accounting firms, data pro-
viders, rating agencies, exchanges, and regulators. Since I have credited them in previous
editions, their names will not be repeated here. I am also grateful to students who have given
me excellent feedback as I have taught hundreds of classes based on the content of this book, and
to those students who helped me update exhibits and improve the organization of chapters.
Finally, I appreciate the patience and guidance extended to me by my contacts at Elsevier for
their encouragement and support over many years.
xvii

S E C T I O N I
INVESTMENT BANKING

C H A P T E R
1
Overview of Investment Banking
O U T L I N E
Postcrisis Global Investment Banking Trading Division 16

Firms4 Fixed Income, Currencies, and
Commodities17
Other Investment Banking Firms 7
Equities17
Investment Banking Businesses 7 Investing Directly and With Clients in
Private Equity and Hedge Funds 17
Proprietary Trading 19
Client Coverage Bankers 12
Capital Markets Group 14 Asset Management Division 19
Equity Capital Markets 14 Coinvestments in Asset Management
Debt Capital Markets 15 Division Funds 20
Merger and Acquisition Product Group 15
The material in this chapter should be cross-referenced with the following cases: Investment
Banking in 2008 (A) Case and Investment Banking in 2008 (B) Case.
Investment banking changed dramatically during the 20-year period preceding the global
financial crisis that started during mid-2007, as market forces pushed banks from their tradi-
tional low-risk role of advising and intermediating to a position of taking considerable risk
for their own account and on behalf of clients. This high level of risk-taking, combined with
high leverage, transformed the industry during 2008, when several major firms failed, huge
trading losses were recorded and all large firms were forced to reorganize their business.
Risk-taking activities of investment banks were reduced following large losses that stemmed
primarily from mortgage-related assets, bad loans, and an overall reduction in revenues due to
the financial crisis. This led to an industry-wide effort to reduce leverage ratios and a string of
new equity capital issuances. By the end of 2008, five US headquartered “pure-play” investment
banks (which did not operate deposit-taking businesses, unlike large “universal” banks such as
JP Morgan Chase, which operated a large investment bank, a deposit-taking business, and other
businesses) had undergone significant transformations: Goldman Sachs and Morgan Stanley
converted into bank-holding companies; the US Federal Reserve (Fed) pushed Bear Stearns into
Investment Banks, Hedge Funds, and Private Equity, Third Edition

http://dx.doi.org/10.1016/B978-0-12-804723-1.00001-3 3 © 2018 Elsevier Inc. All rights reserved.
4 1. OVERVIEW OF INVESTMENT BANKING
the arms of JP Morgan to avoid a bankruptcy; Lehman Brothers filed for bankruptcy protection
after the Fed and Treasury Department ignored its pleas for government support; and Merrill
Lynch, presumably to avoid a similar bankruptcy filing, agreed to sell their firm to Bank of
America at a substantial discount to historical prices (see Exhibit 1.1).
EXH I BIT 1.1 TRANSFO RMATI O N O F P URE -P L AY /

N O N DEPOS IT-TAKING INV E S TM E NT B A NKS
Bear Stearns: sold to JP Morgan on March 16, 20081
Lehman Brothers: filed for bankruptcy protecon on September 14, 2008
Sold U.S. operaons to Barclays on September 16, 2008
Sold part of European and Asian operaons to Nomura on September 22, 2008
Merrill Lynch: sold to Bank of America on September 14, 20082
Goldman Sachs: converted to bank holding company on September 21, 2008
Morgan Stanley: converted to bank holding company on September 21, 2008
Note 1: Inial price of sale at $2 per share was increased to $10 under a revised agreement on March 24, 2008.
Note 2: Date of announcement; deal completed on January 1, 2009.
Historically, through 1999, US banks with deposit-taking businesses (commercial/retail

banks) were barred from operating investment banking businesses. This rule was created
by the Glass–Steagall Banking Act of 1933, which was enacted after the stock market crash
of 1929 to protect depositors’ assets. In 1999, the Gramm–Leach–Bliley Act overturned the
requirement to keep investment banks and commercial banks separate, and led to the forma-
tion of US-headquartered universal investment banks, including JP Morgan, Citigroup, and
Bank of America. Two of the main arguments for rejoining these two businesses were (1) to
provide for a more stable and countercyclical business model for these banks and (2) to allow
US banks to better compete with international counterparts (e.g., UBS, Credit Suisse, and
Deutsche Bank) that were less encumbered by the Glass–Steagall Act. As a result, Citigroup,
which was created through the 1998 merger of Citicorp and Travelers Group (which owned
the investment bank Salomon Brothers), did not have to divest the Salomon Brothers busi-
ness to comply with Federal regulations. JP Morgan and Bank of America followed the lead
of Citigroup in combining businesses to create universal investment banks. These universal
banks rapidly developed a broad-based investment banking business, hiring many profes-
sionals from pure-play investment banks and strategically using their significant lending
capability as a platform from which they were able to capture investment banking market
share.
POSTCRISIS GLOBAL INVESTMENT BANKING FIRMS
As of 2017, the surviving nine key global firms that encompass both investment banking
and deposit-taking businesses and operate throughout the world included JP Morgan, Bank
I. INVESTMENT BANKING
Postcrisis Global Investment Banking Firms 5
of America, Citigroup, Credit Suisse, UBS, Deutsche Bank, Barclays, Goldman Sachs, and
Morgan Stanley. See Exhibits 1.2–1.5 for a summary of financial results, financial measures,
and market capitalization for these nine firms.
EXH I BI T 1 .2 F INANCIAL RESU LTS
EX H I BI T 1.3 CREDIT RATINGS, A S S E TS , Va R, A ND

EM PLO YEES
2015 Total Average
Credit Number of
Assets daily VaR
rang employees
Firm ($ millions) ($ millions)
Bank of America BBB+ 2,144,316 61 210,516
Barclays A- 1,120,012 17 129,400
Cigroup A- 1,731,210 86 239,000
Credit Suisse A 820,805 51 48,200
Deutsche Bank BBB+ 1,629,130 43 101,104
Goldman Sachs BBB+ 861,395 71 34,800
JP Morgan A- 2,351,698 47 235,678
Morgan Stanley BBB+ 787,465 46 55,802
UBS A- 942,819 15 60,099
Note 1: S&P rating for long-term debt as of June 2016 according to reports of financial institutions.
Note 2: Barclays, Goldman Sachs, JP Morgan Chase, Morgan Stanley, and UBS′ average daily value-at-risk are
calculated using 95% confidence level. Morgan Stanley estimates its average daily VaR under a 99% confidence level.
Credit Suisse employs a 98% confidence interval, while Bank of America, Citigroup, and Deutsche Bank estimate VaR
using a 99% confidence level.
Note 3: The data on average daily VaR and total assets value are presented on the basis of 2015 annual reports.
EXH I BIT 1.4 LEVERAGE AN D RO E

Leverage (Asset/Equity) Avg. ROE %
2012-
2012 2013 2014 2015
Firm 2015
Bank of America 9.33 9.03 8.64 8.37 3.4725
Barclays 25.21 21.01 20.59 17 -0.4175
Citigroup 9.76 9.12 8.69 7.75 5.635
Credit Suisse 26.04 20.7 20.96 18.23 1.8925
Deutsche Bank 37.44 29.45 24.99 24.09 -1.5875
Goldman Sachs 12.4 11.62 10.34 9.88 10.065
JP Morgan 12.99 11.44 11.1 9.5 9.8025
Morgan Stanley 11.94 12.06 11.12 10.34 4.44
UBS 25.66 20.29 19.54 16.45 5.0425
Note 1: ROE calculated based on the income from continuing operations available to common equity holders divided
by average common shareholder’s equity.
Note 2: Barclays, Deutche Bank, and UBS financials are presented under IFRS standards. All other banks are
presented according to US GAAP. A major difference between IFRS and US GAAP is the accounting for derivatives,
nonderivative trading assets, and reverse repos/borrowed securities. The former shows gross exposures while the
latter shows values on a net basis.
EXH I BIT 1.5 SHARE PRICE A ND M A RKE T CA P I TA L I Z ATI O N

End of 2014 End of 2015
Firm End of 2014 End of 2015 % change Mkt Cap Mkt Cap
Share Price in $ Share Price in $ $ in billions $ in billions
Bank of America 17.89 16.83 -5.93 175.24 173.47
Barclays 324.08 376.03 16.03 55.60 62.52
Cigroup 54.11 51.75 -4.36 154.16 158.03
Credit Suisse 25.08 21.69 -13.52 35.86 41.75
Deutsche Bank 30.02 24.15 -19.55 30.45 35.83
Goldman Sachs 193.83 180.23 -7.02 62.41 81.88
JP Morgan 62.58 66.03 5.51 205.57 225.90
Morgan Stanley 38.80 31.81 -18.02 46.48 71.63
UBS 17.05 19.37 13.61 71.89 63.51
Note 1: Calculated at December 30, 2014, GBP/USD rate of 1.5569, and December 30, 2015, GBP/USD rate of 1.4819.
Note 2: Calculated at December 31, 2014, CHF/USD rate of 1.0116, and December 31, 2015, CHF/USD rate of 1.0121.
Note 3: Calculated at December 31, 2014, USD/EUR rate of 0.8222, and December 30, 2015, USD/EUR rate of 0.9146.
Sources: Capital IQ
OTHER INVESTMENT BANKING FIRMS
In addition to these nine key global investment banks, other large banks compete effectively
in regional markets worldwide and, in some countries, have a larger market share for invest-
ment banking business than the nine designated global banks. Examples of banks in the category
of large regional investment banks include HSBC, Société Générale, BNP Paribas, CIBC, MUFJ,
Sumitomo Mitsui, Mizuho, Nomura and Macquarie, etc. Smaller banks that engage in invest-
ment banking business are called boutique banks. Boutique banks principally focus on merger
and acquisition (M&A)–related activity, although some may provide additional services such
as fee-based financial restructuring advice and asset management. Firms that do not participate
in M&A, but focus principally on retail client investments in stocks and bonds are called retail
brokerage firms. See Exhibit 1.6 for a sampling of banks that compete in each of these areas.
INVESTMENT BANKING BUSINESSES
Although each investment bank takes a somewhat different approach, the basic businesses
of most large investment banks consist of an (1) investment banking business managed by the
investment banking division that principally focuses on capital raising and M&A transactions
for corporate clients and capital raising for government clients; (2) sales and trading business
managed by the trading division that provides investing, intermediating, and risk management
services to institutional investor clients, research, and also participates in selected direct invest-
ing and lending activities; and (3) asset management business managed by the asset manage-
ment division that is responsible for managing money for individual and institutional investing
clients (see Exhibit 1.7).
EXH I BI T 1 .6 INVES TMENT B AN KI NG F I RM S

'ůŽďĂů >ĂƌŐĞZĞŐŝŽŶĂů ŽƵƟƋƵĞ/ŶǀĞƐƚŵĞŶƚ
ZĞƚĂŝůƌŽŬĞƌĂŐĞ&ŝƌŵƐϭ
/ŶǀĞƐƚŵĞŶƚĂŶŬƐ /ŶǀĞƐƚŵĞŶƚĂŶŬƐ ĂŶŬƐ
• ĂŶŬŽĨŵĞƌŝĐĂ • EWWĂƌŝďĂƐ • tŝůůŝĂŵůĂŝƌ • ŚĂƌůĞƐ^ĐŚǁĂď
• ĂƌĐůĂǇƐ • / • ǀĞƌĐŽƌĞWĂƌƚŶĞƌƐ • ŽŵŵŽŶǁĞĂůƚŚ
• ŝƟŐƌŽƵƉ • ,^ • 'ƌĞĞŶŚŝůůΘŽ͘ &ŝŶĂŶĐŝĂůEĞƚǁŽƌŬ
• ƌĞĚŝƚ^ƵŝƐƐĞ • DĂĐƋƵĂƌŝĞ • ,ŽƵůŝŚĂŶ>ŽŬĞǇ • ΎdƌĂĚĞ
• ĞƵƚƐĐŚĞĂŶŬ • DŝǌƵŚŽ • :ĞīĞƌŝĞƐΘŽ͘ • ĚǁĂƌĚ:ŽŶĞƐ
• 'ŽůĚŵĂŶ^ĂĐŚƐ • Dh&' • <ĞĞĨĞ͕ƌƵǇĞƩĞΘ • >W>&ŝŶĂŶĐŝĂů
• :WDŽƌŐĂŶ • EŽŵƵƌĂ tŽŽĚƐ • ZŽǇĂůůůŝĂŶĐĞ
• DŽƌŐĂŶ^ƚĂŶĞůǇ • ZŽǇĂůĂŶŬŽĨĂŶĂĚĂ • >ĂǌĂƌĚ • ^ĐŽƩƌĂĚĞ
• h^ • ZŽǇĂůĂŶŬŽĨ^ĐŽƚůĂŶĚ • DŽĞůŝƐΘŽ͘ • dŵĞƌŝƚƌĂĚĞ
• ^ŽĐŝĠƚĠ'ĠŶĠƌĂůĞ • WĞƌĞůůĂtĞŝŶďĞƌŐ
• ^ƚĂŶĚĂƌĚŚĂƌƚĞƌĞĚ WĂƌƚŶĞƌƐ
ĂŶŬ • ZŽďĞƌƚt͘ĂŝƌĚΘŽ͘
• ^ƵŵŝƚŽŵŽDŝƚƐƵŝ • ZŽƚŚƐĐŚŝůĚ
• tĞůůƐ&ĂƌŐŽ
Note 1: Retail brokerage firms generally do not provide a full range of investment banking products and services.
EXH I BIT 1.7 PRINCIPAL B US I NE S S O F I NV E S TM E NT B A NKS
Investment Banking Business

• Arranges financings for corporations and governments: debt; equity; convertibles.
• Advises on M&A transactions.
Trading Business
• Sells and trades securities and other financial assets as an intermediary on behalf of
institutional investing clients.
• Operates in two business units: Equity and Fixed Income, Currency, and Commodities (FICC)1.
• Provides research to investing clients.
Asset Management Business

• Offers equity, fixed income, alternative investments, and money market investment products
and services principally to individual investing clients.
• For alternative investment products, the firm coinvests with clients in hedge funds, private
equity, and real estate funds.

Note 1: Fixed income refers to an investment such as a bond that yields a regular (or fixed) periodic return; currency
refers to foreign exchange (FX); commodities refer principally to energy- and metals-based commodities.
Within the nine large global investment banks, Goldman Sachs and Morgan Stanley are
examples of more narrowly focused investment banks. They operate each of the businesses
described above and also offer a limited deposit-taking and lending service. However, they
do not participate in certain other noninvestment banking businesses that the other global
firms conduct. JP Morgan Chase (whose investment banking business is separately branded
as JP Morgan) and Citigroup are examples of more broadly focused financial organizations
that operate a large investment banking business, but also conduct many other noninvest-
ment banking businesses. See Exhibits 1.8 and 1.9 for an overview of the principal businesses
of Goldman Sachs and JP Morgan Chase, respectively. Note that Goldman Sachs has divided
their Sales and Trading business into two separate units—Institutional Client Services,
which provides investing, intermediating, and risk management services to institutional
investor clients; and Investing & Lending, which invests in equity and debt offerings of cli-
ents and provides loans to clients by using the firm’s own capital and capital from clients of
the Investment Management business. Goldman Sachs calls their Asset Management busi-
ness “Investment Management”. JP Morgan Chase competes directly with Goldman Sachs
through their Investment Bank, in combination with their Asset Management business, but
the bank also has other businesses that focus on retail and commercial banking, and card,
treasury, and securities services.
EXH I BI T 1 .8 GOLDMAN S ACHS P RI NCI PA L B US I NE S S E S
End of the year % of 2015 Net

Revenues
$ in millions 201
15 2014 2013
Investment Banking 21%
Net revenues $ 7,027.00 $ 6,464.00 6,004.00
$ 6
Operang expenses $ 3,713.00 $ 3,688.00 $ 3
3,479.00
Pre-tax earnings $ 3,314.00 $ 2,776.00 $ 2
2,525.00
Instuonal Client Services 45%
Net revenues $ 15,151.00 $ 15,197.00 $ 15,721.00
Operang expenses $ 13,938.00 $ 10,880.00 $ 11,792.00
Pre-tax earnings $ 1,213.00 $ 4,317.00 $ 3,929.00
Invesng & Lending 16%
Net revenues $ 5,436.00 $ 6,825.00 $ 7
7,018.00
2,686.00
Pre-tax earnings $ 3,034.00 $ 4,006.00 $ 4
4,332.00
Investment Management 18%
Net revenues $ 6,206.00 $ 6,042.00 $ 5
5,463.00
4,357.00
Pre-tax earnings $ 1,365.00 $ 1,395.00 $ 1
1,106.00
Business Segments in Goldman Sachs

(the percentage of 2015 Net Revenues)
18% 21%
16%
45%
Investment Banking Instuonal Client Services

Invesng & Lending Investment Management
Investment Banking
Investment Banking serves public and private sector
clients around the world. We provide financial buy and sell financial products, raise funding and manage risk. We do
advisory services and help companies raise capital
to strengthen and grow their businesses. We seek
contributes to the overall efficiency of the capital markets. Our

willingness to make markets, commit capital and take risk in a broad
point of contact with Goldman Sachs.

(Continued)
EXH I BIT 1.8 GOLDMAN S A CHS P RI NCI PA L

BU SI N E S S ES— con t’d
Investment Management
Investment Management provides investment and wealth advisory
services to help clients preserve and grow their financial assets. Our
retail investors who primarily access our products through a network of

third party distributors around the world.
also through certain investment funds and separate

accounts that we manage and through funds
financing to our clients.
EXH I BIT 1.9 JP MO RGAN CHA S E P RI NCI PA L B US I NE S S E S

JPMorgan Chase
Consumer Businesses Wholesale Businesses
Commercial Asset
Consumer & Community Banking Corporate & Investment Bank Banking Management
Consumer & Mortgage Card, Commerce Banking Markets & Investor • Middle • Global
Business Banking Soluons & Auto Services Market Investment
Banking Banking Management
• Consumer • Mortgage • Card • Investment • Fixed • Corporate • Global
Banking/ Producon Services Banking Income Client Wealth
Chase Wealth • Mortgage – Credit • Treasury Markets Banking Management
Management Servicing Card Services • Equity • Commercial
• Business • Real Estate – Commerce • Lending Markets
Banking Term
Porolios Soluons • Securies Lending
• Auto & Services
• Real Estate
Student • Credit Banking
Adjustments
& Other
Source: JPMorgan Chase 2015 Annual Report
INVESTMENT BANKING DIVISION
The Investment Banking Division of an investment bank is responsible for working

with corporations that seek to raise capital through public or private capital markets,
risk-manage their existing capital, or complete an M&A-related transaction. In addition,
at some firms, this division provides financing through direct investments in corporate
equity and debt securities and loans to corporate clients. Finally, this division helps
government-related entities raise funds and manage risk. Individuals who work in the
Investment Banking Division are called “bankers” and are assigned to work in either a
product group or a client coverage group (see Exhibit 1.10). The two key product groups
are M&A and Capital Markets. Within the M&A product group, bankers typically spe-
cialize by industry (and at some investment banks, they work within the client coverage
group). In the Capital Markets Group, bankers specialize by working in either debt capi-
tal markets (DCM) or equity capital markets (ECM). Client coverage bankers are usually
organized into industry groups, which typically focus on the following industries: health-
care, consumer, industrials, retail, energy, chemicals, financial institutions, real estate,
financial sponsors, media and telecom, technology and public finance, among others (see
Exhibit 1.11). Exhibit 1.12 provides a summary of the product groups in Morgan Stanley’s
Investment Banking Division.
EXH I BI T 1 .10 INVES TMENT B A NKI NG D I V I S I O N

Geographical
Coverage Groups
(Relaonship Management)
Industry
Equity
Converble
Mergers & Acquisions
Derivaves
Equity Capital Markets

Product Groups Investment
Grade
Debt Capital Markets
High Yield
FX, Debt Risk Mgmt, and
Credit Rang Advisory Derivaves
Securized Products Private

Placements
EXH I BI T 1 .11 MO RGAN S TANL E Y I ND US TRY COV E RA G E
EXH I BIT 1.1 2 MO RGAN STA NL E Y S E RV I CE S
Client Coverage Bankers

Bankers assigned to industry teams are required to become global experts in the industry
and understand the strategic and financing objectives of their assigned companies. They help
CEOs and CFOs focus on corporate strategic issues such as how to enhance shareholder value
and reduce corporate risk. This sometimes leads to an M&A transaction in which clients sell
the company or buy another company. Bankers also assist companies to achieve an optimal
capital structure, with the appropriate amount of cash and debt on their balance sheet. This
often leads to a capital markets transaction in which the company issues equity or debt, or
repurchases outstanding securities. In short, client coverage bankers develop an in-depth
understanding of a company’s problems and objectives (within the context of their industry)
and deliver the full resources of the investment bank in an effort to assist their clients. They
are the key relationship managers and provide a centralized point of contact for corporate
clients of the investment bank.
A financing or M&A assignment usually results in a partnership between client cover-
age bankers and product bankers to execute the transaction for a corporate client. Other
investment banking services include risk management and hedging advice in relation to
interest rate, energy, or FX risks; credit rating advice; and corporate-restructuring advice.
There are product bankers who are responsible for each of these product areas (which are a
much smaller source of revenue compared to the capital markets and M&A product areas).
Sometimes, the role of the client coverage banker is to encourage a corporate client not to
complete a transaction if it goes against the best interests of that client. The banker’s mission
is to become a trusted advisor to clients as they complete appropriate transactions that maxi-
mize shareholder value and minimize corporate risk.
For client coverage bankers to be helpful to their corporate clients, bankers must develop
strong relationships with CEOs and CFOs, and also with corporate development and trea-
sury groups. The corporate development group usually reports to the CFO, but sometimes
directly to the CEO. Their role is to identify, analyze, and execute strategic transactions such
as mergers, acquisitions, or divestitures. The treasury group reports to the CFO and focuses
on acquiring and maintaining appropriate cash balances, achieving an optimal capital struc-
ture for the company and risk managing the company’s balance sheet. This group also man-
ages the company’s relationship with credit-rating agencies. Exhibit 1.13 summarizes a client
coverage banker’s template for providing investment banking products and services to cor-
porate clients.
Sometimes clients of the Investment Banking Division prefer being covered by bankers
who work in geographical proximity to the client. As a result, some client coverage bankers
may be assigned to cover clients based on a geographic coverage model rather than through
an industry coverage model. Each investment bank attempts to coordinate the activities of
industry coverage and geographic coverage bankers in an effort to meet client preferences
and achieve operating efficiency for the bank.
EX H I BI T 1.13 INVES TMENT B A NKE R’ S TE M P L ATE 1

ĐƋƵŝƐŝƟŽŶ
hŶĚĞƌƚĂŬĞƐƚƌĂƚĞŐŝĐ ^ƚĂƌƚͲƵƉ
ĂĐƋƵŝƐŝƟŽŶͬĞǆƉĂŶƐŝŽŶ
:ŽŝŶƚǀĞŶƚƵƌĞ
ŶŚĂŶĐĞ
ŽƉĞƌĂƟŶŐ /ŶǀĞƐƚŝŶĐŽƌĞďƵƐŝŶĞƐƐ
^ĂůĞ
ƉĞƌĨŽƌŵĂŶĐĞ ĂƉŝƚĂůƉƌŽũĞĐƚƐ
ůĂƌŝĨǇĐŽƌĞďƵƐŝŶĞƐƐŵŝǆ ^ƉŝŶͲŽī
ŝǀĞƐƟƚƵƌĞ
/ŵƉƌŽǀĞĞĸĐŝĞŶĐǇͬ ϭϬϬй/WKͬ
ŽƌŐĂŶŝǌĞƉĞƌƐŽŶŶĞů ĐĂƌǀĞͲŽƵƚ
>KͬƌĞĐĂƉ
dƌĂĐŬŝŶŐƐƚŽĐŬ
ZĞƉƵƌĐŚĂƐĞƐŚĂƌĞƐ WĂƌƟĂů
DĂǆŝŵŝǌĞ KƉƟŵŝǌĞ
&ŝǆĞĚͲƉƌŝĐĞ
ƐŚĂƌĞŚŽůĚĞƌ ĐĂƉŝƚĂů ZĂŝƐĞĐĂƉŝƚĂů ĞďƚƐĞĐƵƌŝƟĞƐ ƚĞŶĚĞƌ
ǀĂůƵĞ ƐƚƌƵĐƚƵƌĞ
ƋƵŝƚǇƐĞĐƵƌŝƟĞƐ
ŚĂŶŐĞĚŝǀŝĚĞŶĚƉŽůŝĐǇ ƵƚĐŚ
ĂƵĐƟŽŶ
ŽŶǀĞƌƟďůĞŽƌ
^ƚƌĞŶŐƚŚĞŶĚŝĂůŽŐƵĞǁŝƚŚ ƉƌĞĨĞƌƌĞĚƐĞĐƵƌŝƟĞƐ KƉĞŶŵĂƌŬĞƚ
/ŵƉƌŽǀĞ ĂŶĂůǇƐƚƐͬŝŶǀĞƐƚŽƌƐ͖
ŝŶǀĞƐƚŽƌ ŵĂŶĂŐĞĞǆƉĞĐƚĂƟŽŶƐ ^ƉĞĐŝĂůĚŝǀŝĚĞŶĚ
ƵŶĚĞƌƐƚĂŶĚŝŶŐ
,ŝŐŚůŝŐŚƚƐĞŐŵĞŶƚ ĚũƵƐƚŽǀĞƌƟŵĞ
ƌĞƐƵůƚƐ
WĂƌƟĂůƐĂůĞ
/ŵƉůĞŵĞŶƚ /ŶĐƌĞĂƐĞĚĚŝƐĐůŽƐƵƌĞ
ĂƉƉƌŽƉƌŝĂƚĞ ĚŽƉƚͬƵƉĚĂƚĞ
ƚĂŬĞŽǀĞƌ ƐƚƌƵĐƚƵƌĂůĚĞĨĞŶƐĞƐ ^ƚƌƵĐƚƵƌĂů
ƉƌŽƚĞĐƟŽŶ
>ĞŐĂů
ĞƐŝŐŶĂƚĞƐĂĐƟǀŝƟĞƐŝŶǁŚŝĐŚĂŶŝŶǀĞƐƚŵĞŶƚďĂŶŬƉůĂǇƐ
ĂƌŽůĞĂŶĚŵĂǇƌĞĐĞŝǀĞĨĞĞƐĨŽƌŝƚƐŝŶǀŽůǀĞŵĞŶƚ
EŽƚĞϭ͗^ŽŵĞĮƌŵƐĐŽͲŝŶǀĞƐƚǁŝƚŚĐŽƌƉŽƌĂƚĞĐůŝĞŶƚƐƚŽĨĂĐŝůŝƚĂƚĞDΘƚƌĂŶƐĂĐƟŽŶƐ
Capital Markets Group

The Capital Markets Group is comprised of bankers who focus on either ECM or DCM.1 At
some investment banks, these two groups coordinate their activities and report to the same
person, who oversees all capital markets transactions. At other banks, the two groups report
to different individuals and remain fairly autonomous. The Capital Markets Group operates
either as a joint venture between the Investment Banking Division and the Trading Division
or is included solely within the Investment Banking Division. When issuers need to raise
capital, they work with a team that comprises a client coverage banker and a capital markets
banker. The capital markets banker “executes” the capital raising by determining pricing,
timing, size, and other aspects of the transaction in conjunction with sales professionals and
traders in the Trading Division who are responsible for creating investment products that
meet the needs of their investing clients (see Exhibit 1.14).
EXH I BIT 1.1 4 CAPITAL MA RKE TS G RO UP
dƌĂĚŝŶŐŝǀŝƐŝŽŶ
/ŶǀĞƐƚŵĞŶƚĂŶŬŝŶŐ
^ĂůĞƐĂŶĚdƌĂĚŝŶŐ
ŝǀŝƐŝŽŶĂŶŬĞƌƐ
WƌŽĨĞƐƐŝŽŶĂůƐ
/ƐƐƵĞƌƐ ĂƉŝƚĂůDĂƌŬĞƚƐ /ŶǀĞƐƚŽƌƐ
ƋƵŝƚǇ Ğďƚ
Equity Capital Markets

ECM comprises bankers who specialize in common stock issuance, convertible security
issuance, and equity derivatives. Common stock issuance includes initial public offerings
(IPOs), follow-on offerings for companies that return to the capital markets for common stock
offerings subsequent to issuing an IPO, secondary offerings for major shareholders of a com-
pany who wish to sell large “blocks” of common shares for which the proceeds are received
by the selling shareholders and not by the company and private placements (which do not
require registration with a regulator). Convertible security issuance (see Chapters 3 and 9)
usually takes the form of a bond or preferred share offering, which can be converted (either
mandatorily or at the investor’s option) into a predetermined number of the issuer’s common
shares. Equity derivatives enable companies to raise or retire equity capital, or hedge equity
risks, through the use of options and forward contracts.
1 Banksmay subdivide the capital markets group even further, for instance, by having a leveraged finance
group that is separate from debt capital markets.
Bankers in ECM work closely with client coverage bankers to determine suitable corporate
targets for equity-related products. After helping companies decide to complete an equity financ-
ing, ECM assumes primary responsibility for executing the transaction. This involves close coor-
dination with sales and trading professionals in the Trading Division to determine the investment
appetite of their client base, which includes institutional and individual investors. In essence,
ECM intermediates between the Investment Banking Division’s issuing clients who want to sell
securities at the highest possible price and the Trading Division’s investing clients who want to
buy securities at the lowest possible price. This poses a challenge that requires considerable dex-
terity to balance competing interests and structure an optimal equity-related security.
ECM and client coverage bankers must consider many issues with their corporate clients
before initiating a transaction, including credit rating impact and whether the offering will be
“bought” by the investment bank (with the resale price risk born by the bank), or sold on an
agency basis (with the price risk born by the issuer). In addition, they focus on capital struc-
ture impact (including cost of capital considerations), earnings per share dilution, likely share
price impact, shareholder perceptions, use of proceeds and, if it is a “public offering”, filing
requirements with securities regulators, among other things. This process can take several
weeks to several months to complete, depending on the vagaries of the market and potential
issues raised by regulators.
Debt Capital Markets

Bankers in DCM focus principally on debt financings for corporate and government cli-
ents. Their clients can be grouped into two major categories: investment grade and noninvest-
ment grade issuers. Investment grade issuers have a high credit rating from at least one of the
major credit-rating agencies (Baa or stronger from Moody’s; BBB- or stronger from Standard
& Poor’s). Noninvestment grade issuers have lower ratings and their debt offerings are some-
times called “junk bonds” or “high yield bonds”.
DCM bankers stand between corporate or government issuers (with whom relationships
are maintained by bankers in the Investment Banking Division) and investors (covered by
sales professionals in the Trading Division). Their role is to find a balance between the com-
peting price objectives of issuers and investors, while facilitating communication and provid-
ing execution of transactions.
Bankers in DCM work closely with client coverage bankers to determine suitable corporate
and government issuer objectives and help clients decide timing, maturity, size, covenants,
call features, and other aspects of a debt financing. Of critical importance is determination of
the likely impact that a new debt offering will have on the issuer’s credit ratings and investor
reaction to a potential offering.
In the United States, DCM helps clients raise debt in the public capital markets through
SEC-registered bond offerings or through privately placed 144A transactions (investors lim-
ited to qualified institutional investors). They also serve as the conduit through which a bank
loan can be secured and provide debt risk management services (using derivatives) and
advice regarding the potential credit rating impact of a debt issuance.
Merger and Acquisition Product Group

At some investment banks, the M&A Group is an independent group from the client cov-
erage group while, at other banks, the two are blended. Regardless, most bankers specialize
in one or more industries. Unlike the Capital Markets Group, which, at some firms, is a joint
venture between the Investment Banking Division and the Trading Division, the M&A Group
always falls under the sole responsibility of the Investment Banking Division.
The principal products of the M&A Group include (1) “Sell Side” transactions that involve
the sale or merger of an entire company or disposition of a division (or assets) of a company;
(2) “Buy Side” transactions that involve the purchase of an entire company or a division (or
assets) of a company; (3) restructurings or reorganizations that focus on either carving out
businesses from a company to enhance shareholder value or dramatically changing a com-
pany’s capital structure to either avoid bankruptcy or facilitate a sell side transaction; and (4)
hostile acquisition defense advisory services (see Exhibit 1.15).
EXH I BIT 1.1 5 MERGER & A CQ UI S I TI O N P RO D UCTS

Sell Side • Involves the sale, merger, or disposion of a company
assignment • Highest priority since higher probability of compleon
Buy Side • Involves the purchase of a company
assignment • Lower priority since lower probability of compleon
Merger of • The merger of two companies of equal assets that have comparable market value
Equals (MOE)
Joint Venture • Two companies contribute assets and form a new enty to undertake economic
acvity together
Public Market • Includes carve-out, spin-off, and tracking stock
Separaon • Completed in coordinaon with equity capital markets group
Hosle Defense • Raid defense: defense against a specific take-over proposal
• An-raid preparaon: work to deter future unsolicited take-over acvity
• Advice to hosle bidders: strategic and taccal advice on iniang an unsolicited
take-over
See Chapter 4 for a detailed descripon of these products
M&A bankers develop strong valuation analysis and negotiation skills, and they usually
work directly with a company’s CEO, CFO, and corporate development team. Fees are typi-
cally paid to M&A bankers only upon successful completion of a transaction (although in the
case of buy side, restructuring, and defense advisory services, a nominal retainer fee may be
charged during the period of the engagement).
TRADING DIVISION
The Trading Division is responsible for (1) all investment-related transactions with insti-
tutional investors, including financial institutions, investment funds, and the cash man-
agement arms of governments and corporations; (b) market-making and clearing activities
on exchanges; and (3) subject to regulatory limitations, principal investments in debt, real
Trading Division 17
estate and equity, and loans to clients made both directly and through managed funds. This
division typically operates in three different business areas: Fixed Income, Currencies and
Commodities; Equities; and Principal Investments and Loans. At some investment banks,
Principal Investments and Loan activity is conducted from a different division. Research on
economics, fixed income securities, commodities, and equities is also provided by the Trading
Division to investing clients (see Chapter 6 for more information on the research function and
its regulatory history).
Fixed Income, Currencies, and Commodities

FICC makes markets in and trades government bonds, corporate bonds, mortgage-related
securities, asset-backed securities, currencies, and commodities (as well as derivatives on all
of these products). At some firms, FICC is also involved in the provision of loans to certain
corporate- and government-borrowing clients (in coordination with the Investment Banking
Division). Subject to regulatory limitations, the business also engages in selected proprietary
(nonclient-related) transactions in the same product areas. Individuals who work in the cli-
ent-related area of FICC are either traders, who price these products and hold them in inven-
tory as a risk position, or sales professionals, who market trade ideas and bring prices from
the traders to investors to facilitate purchases and sales of the products.
Equities
The equities desk makes markets in and trades equities, equity-related products, and
derivatives in relation to the bank’s client-related activities. The business generates commis-
sions from executing and clearing client transactions on global stock, option, and futures
exchanges. Subject to regulatory limitations, equities also engages in selected proprietary
(nonclient-related) transactions in the same product areas. As is the case in FICC, individuals
who work in the client-related area of Equities are either traders or sales professionals.
Large investment banks typically have a Prime Brokerage business that provides bun-
dled services such as securities borrowing and lending, financing (to facilitate leverage),
asset custody, and clearing and settlement of trades to hedge fund clients and other money
managers. Although initially an equity-centric business, Prime Brokerage has expanded its
capabilities to other asset classes (in step with the diversification of strategies employed by
hedge funds). Part of Prime Brokerage–related revenue comes from commissions from exe-
cuting and clearing client trades by the sales and trading professionals in Equities. Other
revenue sources include earning spreads and fees from financing and securities-lending
activities. Refer to Chapter 5 for a more detailed discussion of Prime Brokerage and its
services.
Investing Directly and With Clients in Private Equity and Hedge Funds
Large investment banks have historically invested in private equity and hedge fund
assets either directly or by coinvesting in a fund offered to clients. For example, the Principal
Investments and Asset Management businesses within Goldman Sachs historically invested
in public and private companies through sponsorship of private equity funds in the same
way as KKR, a large private equity firm, and in hedge fund assets in the same way as Och-
Ziff, one of the largest hedge funds (see Exhibit 1.16). However, regulators in many countries
now limit the amount of private equity and hedge fund investments by investment banks.
For example, in the United States, the Dodd-Frank Act, which was passed in 2010, limits
investment banks from holding more than 3% of any private equity fund or hedge fund and
also requires that a bank’s total private equity and hedge fund investments not exceed 3% of
Tier 1 Capital.
EXH I BIT 1 .16 GOLDMAN S A CHS P RI NCI PA L I NV E S TM E NTS
Asset Management Division 19
Proprietary Trading
In addition to investing directly and with clients as described above, most major invest-
ment banks have historically made short-term, nonclient-related investments in securities,
commodities, and derivatives for their own account. This “proprietary” investment activity
is similar to the investment activities of hedge funds. Indeed, investment banks’ proprietary
investing activities used to compete directly with hedge funds for investing and hedging
opportunities worldwide.
During 2005 and 2006, investment banks’ proprietary investing contributed in a signifi-
cant way to robust Trading Division earnings. During 2007 and 2008, however, this trad-
ing activity caused very large losses at many banks. During the four quarter period ending
in April 2008, investment banks suffered over $230 billion in proprietary trading losses. As
these losses continued to grow during the rest of 2008, investment banks significantly cur-
tailed their proprietary investment activity. Investment banks have experienced a number of
scandals involving rogue traders who lost very large amounts of money while engaging in
proprietary trading. For example, Jérôme Kerviel, a trader who had been working for Société
Générale, lost approximately $7 billion in January 2008. A proprietary trading mishap also
occurred at UBS in September 2011, when a trader lost approximately $2.3 billion from trad-
ing in futures contracts. The risk had been concealed by the trader’s creation of fictitious
hedging positions. In the United States, the Dodd-Frank Act of 2010 significantly curtailed the
proprietary trading activities of investment banks, and many other countries have similarly
imposed restrictions on this activity.
ASSET MANAGEMENT DIVISION
The Asset Management business offers investment products in the following areas: equity,
fixed income, currency and commodity, alternative assets (private equity, hedge funds,
and real estate), and money markets investment products to individuals and institutions.
Investments are offered in the form of mutual funds, private investment funds, or sepa-
rately managed accounts and are sometimes commingled with the bank’s own investments.
Revenues are created principally based on fees that are paid by investors as a percentage
of assets under management (AUM), which varies depending on the asset class. At times,
investors pay an incentive fee to the investment bank when returns exceed a predetermined
benchmark. Most firms have a private wealth management business organized alongside
the asset management business that reports to the same division head (see Exhibit 1.17). The
professionals in the private wealth management business act as advisors to investors, help-
ing them decide how to invest their cash resources. In most cases (but not all), investors will
be encouraged to invest in funds managed by the firm’s asset management teams. However,
advisors have a fiduciary obligation to direct investments into the funds (internal or external)
that best meet the risk and return objectives of investors. Chapter 6 provides a more detailed
discussion of the asset management business.
EXH I BIT 1.1 7 AS S ET MANA G E M E NT
Asset Management Division
Asset Management Private Wealth Management
Money management of Helping high-net-worth

mutual funds, separately individuals, families, and
managed accounts, annui es, founda ons to invest, allocate,
alterna ve investments, and and preserve wealth
other investments
Coinvestments in Asset Management Division Funds

Investment banks make direct investments in certain funds that are managed by their
Asset Management Division. Most of these investments are made in the “Alternative Assets”
area: (1) private equity (LBOs and other equity control investments), (2) hedge fund-type
investments, and (3) real estate. Investment banks typically invest their own capital alongside
the capital of their high net worth individual and institutional clients in these funds (and they
charge investing clients both management fees and performance fees based on the clients’
AUM). This coinvesting activity, however, is limited to 3% of any fund and is subject to total
investments in these areas not exceeding 3% of Tier 1 Capital, as described above.
C H A P T E R
2
Regulation of the Securities Industry
O U T L I N E
Introduction22 Sarbanes–Oxley Act 34

Regulation Analyst Certification 35
US Regulations 22
Global Research Settlement 36
Early Investment Banking 22
Dodd–Frank Act 36
The Growth of Investment Banking 23
Changes in Financial Oversight 36
Limited Regulation 23
Consumer Protection 37
The Securities Act of 1933 24
Securitization37
The Registration Statement 24
Over the Counter Derivatives 37
The Investment Prospectus 25
Ending Bailouts 38
New Liabilities 25
Further Provisions 38
Due Diligence 27
Gun-Jumping Rules 28 Securities Regulations in Other Countries 41
The Glass–Steagall Act (Formally, the Japan41
Banking Act of 1933) 30 1947–199241
Separation of Private Banks Into 1992–199842
Deposit and Investment Banks 30 1998–Present42
Separation of Commercial and United Kingdom 42
Investment Banks 30 Pre-198642
Separation of Directors and Officers 1986–199742
From Commercial Banks and Security 1997–Present43
Firms30 Effect of European Union Regulation 43
Securities Exchange Act of 1934 31 China44
Investment Company Act of 1940 32 Pre-199244
1992–199844
Recent Developments in Securities
1998–200544
Regulations33
2005–Present45
Gramm–Leach–Bliley Act 33
Investment Banks, Hedge Funds, and Private Equity, Third Edition

http://dx.doi.org/10.1016/B978-0-12-804723-1.00002-5 21 © 2018 Elsevier Inc. All rights reserved.
22 2. REGULATION OF THE SECURITIES INDUSTRY
INTRODUCTION
Activities of investment banks impact the global economy and are very important to the
smooth functioning of capital markets. Given their significance, it is no surprise that the
business of investment banking has been subject to a great deal of government regulation.
This chapter discusses the regulatory environment of investment banking. In US Regulations
section, historical investment banking regulation in the United States is discussed. Section
Recent Developments in Securities Regulations looks at more recent events and regulations.
Section Securities Regulations in Other Countries summarizes the regulatory environment in
the United Kingdom, Japan, and China.
US REGULATIONS
Early Investment Banking

The essence of what an investment bank does in its underwriting business is to act as an
intermediary between issuers and investors so that one party can gain access to capital, while
the other party can preserve and grow wealth. These underwriting services were essential
to the foundation and development of the United States. George Washington, the first presi-
dent of the United States, took office in 1789. Already at this time the federal government
had incurred $27 million of debt, and the states had debts totaling $25 million. Alexander
Hamilton, the first US treasury secretary, persuaded Congress and President Washington to
assume the state debt and issue bonds to finance this obligation, in spite of strong opposition
from Thomas Jefferson. Investment bankers played a role in negotiating the terms and condi-
tions of these bonds.
The underwriting function grew significantly after the US revolution. The firms conduct-
ing these premodern investment banking activities were referred to as “loan contractors.”
Their services were to guarantee issuers’ security offerings and sell them to investors, hope-
fully at a profit. The loan contractors’ business was performed by speculators, merchants, and
by some commercial banks. In addition, professional auctioneers were often intermediaries
in the sale of investment products, taking bids from buyers and offers from sellers. Finally,
there were private bankers and stockbrokers who also performed the functions of modern
day investment banks.
As the new country began to spread over a vast continent, technological innovation
fed into the industrial revolution. The benefits from increased economies of scale made
large projects essential and profitable. Large-scale implementation of new technologies
allowed for the extraction of natural resources, which created a need for trains to trans-
port people and resources between cities. This and many other activities required capital
that no individual or firm could afford alone. As a result, a more formal version of invest-
ment banking developed to intermediate between firms needing capital and individuals
desiring to build wealth. By underwriting securities, investment banks made it possible
for many investors to pool together their wealth to meet the great capital needs of a grow-
ing nation.
US Regulations 23
Industrial growth created a new class of wealthy industrialists and bankers who helped
finance their empires. During this period, investment bankers operated in a regulatory vac-
uum and were largely free to respond as they saw fit to changing market forces. The practices
they developed brought them power and influence. From 1879 to 1893, the mileage of rail-
roads in the United States tripled, and the financing of railroad bonds and stocks rose from
$4.8 to $9.9 billion, keeping investment bankers busy underwriting new issues. At the same
time, other industrial growth was emerging that required family-owned businesses with lim-
ited resources to incorporate to raise more capital than could otherwise be obtained. This led
to the use of investment banking services by an ever-increasing number of companies. The
demand for capital had grown, and at the same time, so had the supply of capital, including
capital provided by foreigners, which more than doubled from $1.4 to $3.3 billion between
1870 and 1890.
The Growth of Investment Banking

Investment banking practices expanded further in the period between 1890 and 1925.
During this era, banks were highly concentrated and the industry was largely run by an oli-
gopoly, which included J.P. Morgan & Co.; Kuhn, Loeb & Co.; Brown Brothers; and Kidder,
Peabody & Co. During this period, the United States did not require separation between
commercial and investment banks, which meant deposits from the commercial banking side
of the business often provided an in-house supply of capital to deploy in the bank’s under-
writing projects.
From 1926 to 1929 equity issuance jumped from $0.6 to $4.4 billion, while bond issuance
decreased, as companies increasingly took advantage of a seemingly unstoppable rise in the
stock market by preferring equity issuance over debt.
Limited Regulation
During the investment environment of the first three decades of the 20th century, the lack
of regulation, strong demand for securities, and fierce competition resulted in weak internal
controls within banks. Despite their previous attempts at self-regulation, banks could not pre-
vent scandals. In response to growing criticism and societal desire for industry regulation, the
banking industry formed the Investment Bankers Association of America (IBAA) in 1912 as a
splinter group of the American Bankers Association. One of the ideas established by the IBAA
was the concept of nonprice discrimination in the sale of securities, regardless of the inves-
tor and transaction size. Although there was limited federal regulation of investment banks
before the Great Depression started in 1929, banks had to adhere to state securities laws or
“blue sky” laws. The first blue sky law was enacted in Kansas in 1911. Among other features,
it required that no security issued in the state could be offered without previously obtaining
a permit by the state’s Bank Commissioner. Between 1911 and 1933, 47 states enacted simi-
lar state laws regulating the issuance of new securities (all of the existing states at the time
except Nevada). As federal regulations were enacted in the 1930s and 1940s, the state laws
remained on the books, whereas the federal laws mostly duplicated and extended the blue
sky laws. The passage of the National Securities Markets Improvement Act by Congress in
1996 effectively removed states from securities regulation of investment banks, except for
antifraud matters.
On October 28, 1929, referred to as Black Monday, a precipitous fall in the stock market
began. In spite of the 1929 crash and the ensuing economic malaise, President Herbert Hoover
did not promote any meaningful new regulation of the financial markets. In contrast, Franklin
Roosevelt, who became president in 1933, took an active approach to economic difficulties
and instituted a variety of regulations that shaped the financial sector, investment banks in
particular, for the remainder of the century. At Roosevelt’s urging, Congress passed seven
pieces of legislation that significantly impacted the business of investment banking.
Three of these laws, the 1933 Securities Act, the 1933 Glass–Steagall Act, and the 1934
Securities Exchange Act, drastically altered the business environment in which investment
banks practiced. The next portion of this section will go into detail regarding the regulatory
requirements found in these three pieces of legislation. The other four legislative acts that
impacted investment banking to a lesser extent will also be briefly covered. Finally, more
recent legislation, including the Gramm–Leach–Bliley and Sarbanes–Oxley Acts, as well as
the regulatory response to the Bear Stearns collapse, Lehman Brothers’ bankruptcy and eco-
nomic crisis of 2007–09 will be addressed, focusing in particular on the Dodd–Frank Act of
2010.
The Securities Act of 1933

The Securities Act of 1933 was meant to bring stability to capital markets and stop manipu-
lative and deceptive practices in the sale or distribution of financial securities. The Securities
and Exchange Commission (SEC) states that the 1933 Act had two purposes: “[to] require
that investors receive financial and other significant information concerning securities being
offered for public sale; and prohibit deceit, misrepresentations, and other fraud in the sale
of securities.” To fulfill these objectives, the 1933 Act required investment banks that partici-
pated in the distribution of securities to disclose a significant amount of relevant and impor-
tant details regarding securities and the firms they represented. Prior to the enactment of this
law, few investors received basic information regarding their investments. The new law set
a minimal requirement for providing information and ensured that all potential investors
could access relevant issuer records.
The 1933 Act has four main sections of regulation that impact investment banks. The rel-
evant sections relate to: submitting a registration statement to the SEC; providing an invest-
ment prospectus to potential investors; assuming civil and criminal liability for disclosure;
and having a postfiling waiting period before selling issues to the public.
The Registration Statement

Before a security can be sold in the United States, certain information regarding the issuer
and the securities being issued must be provided to regulators and prospective investors
through a filing with the SEC. Exhibit 2.1 is an abridged list of information regarding the
issuer and the issuance that must be included in the registration statement.
There are certain exceptions or exclusions from the registration requirements of the 1933
Act. These include: when the issuance will only be offered intrastate, making it solely the
jurisdiction of state laws; when the issuance of securities is by a municipality, a state, or the
US Regulations 25
federal government; when the offering is below a certain value cutoff; and when the offering
is made privately or is made to a small number of investors. Generally, the 1933 Act provides
for certain exceptions based on the type of security that is offered (security-based exceptions)
and for certain exceptions based on the type of offering (transaction-based exceptions).
EXH I BI T 2 .1 INF O RMATION RE Q UI RE D I N THE

REG I ST R ATION B Y THE 1 9 3 3 ACT
• Summary information, risk factors, and ratio of earnings to fixed charges,
• Use of proceeds,
• Dilution,
• Selling security holders (if any),
• Plan of distribution,
• Description of securities to be registered,
• Interests of named experts and counsel,
• Information with respect to the registrant,
• Description of business,
• Audited financial information,
• Description of property,
• Legal proceedings,
• Market price of and dividends on the registrant’s common equity and related stockholder
matters,
• Management’s discussion and analysis of financial condition and results of operations,
• Changes in and disagreements with accountants on accounting and financial disclosure,
• Quantitative and qualitative disclosures about market risk,
• Directors and executive officers,
• Executive compensation,
• Corporate governance,
• Security ownership of certain beneficial owners and management,
• Transactions with related persons, promoters, and certain control persons,
• Material changes,
• Disclosure of commission position on indemnification for securities act liabilities,

Source: U.S. Securities and Exchange Commission.
The Investment Prospectus

Companies are required to provide investors with a prospectus, which contains certain of
the information included in the registration statement. The securities cannot be distributed
until after the issue has been registered with the SEC. Any known misstatement or omission
of material information from the registration statement is a criminal offense and can leave the
issuer and underwriter liable to investor lawsuits.
New Liabilities
Before the 1933 Act, there were no special laws assigning liability to investment bankers
beyond those that applied to the activities of all citizens. After the 1933 Act was enacted,
investment bankers became liable for securities law violation if “material facts” are omit-
ted from the registration statement, and investors suffer a loss that is attributable to that
omission. If this occurs, investors can sue the banks to repurchase their shares at the origi-
nal price and rescind the transaction. Underwriters’ liabilities were broadly defined since, as
intermediates between issuers and investors, banks have more information than do investors
regarding a company. To mitigate their liability, bankers seek to be indemnified by the issuers
for any losses (including any costs associated with litigation) arising from material misstate-
ments or omissions, resulting in a shared responsibility to provide accurate and complete
information to purchasers of securities. See Exhibit 2.2 for sample indemnification language
found in underwriting agreements.
EXH I BIT 2.2 SAMPLE INDE M NI F I CATI O N S E CTI O N F RO M

U N D ERWRITING AGREEME NTS
Indemnification
The Company agrees to indemnify and hold harmless the Underwriters and each person, if any,
who controls the Underwriters within the meaning of Section 15 of the Securities Act or Section
20(a) of the Exchange Act against any and all losses, liabilities, claims, damages and expenses
as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable
expenses incurred in investigating, preparing or defending against any litigation, commenced
or threatened, or any claim, and subject to subsection [ ] of this Section, any and all amounts
paid in settlement of any claim or litigation), joint or several, to which they or any of them may
become subject under the Securities Act, the Exchange Act or any other federal or state statutory
law or regulation, at common law or otherwise, insofar as such losses, liabilities, claims, dam-
ages or expenses (or actions in respect thereof) arise out of or are based on any untrue statement
or alleged untrue statement of a material fact contained in the Prospectus, or any amendment
or supplement thereto, or arise out of or are based on the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein
not misleading; provided, however, that the Issuers will not be liable in any such case to the extent
but only to the extent that any such loss, liability, claim, damage or expense arises out of or is
based on any such untrue statement or alleged untrue statement or omission or alleged omission
made therein in reliance on and in conformity with written information furnished to the Issuers
relating to the Underwriters by the Underwriters expressly for use therein. This indemnity agree-
ment will be in addition to any liability that the Issuers may otherwise have included under this
Agreement.
Source: Jenner & Block LLP.
One impact of the law has been a greater distinction between underwriters and dealers
or selling group members. In general, an underwriter refers to the party that works directly
with an issuer and agrees to purchase a new securities issue. A dealer is the party that works
with the end investors and sells securities that are on an underwriter’s books. These functions
were originally intertwined, but because dealers are not liable under the 1933 Act, to some
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Saltpeter, or niter, is a compound of this metal (or rather its oxide)
with nitric acid. It is one of the ingredients of gunpowder, and has the
property of quickening the combustion of all combustible bodies.
Mix some chlorate of potash with lump sugar, both being powdered,
and drop on the mixture a little strong sulphuric acid, and it will
instantly burst into flame. This experiment also requires caution.
Want of space precludes us from considering the individual metals
and their compounds in detail; it must suffice to describe some
experiments showing some of their properties.
The different affinities of the metals for oxygen may be exhibited in
various ways. The silver or zinc tree has already been described.
Experiments.
1. Into a solution of nitrate of silver in distilled water immerse a clean
plate or slip of copper. The solution, which was colorless, will soon
begin to assume a greenish tint, and the piece of copper will be
covered with a coating of a light gray color, which is the silver
formerly united to the nitric acid, which has been displaced by the
greater affinity or liking of the oxygen and acid for the copper.
2. When the copper is no longer coated, but remains clean and
bright when immersed in the fluid, all the silver has been deposited,
and the glass now contains a solution of copper.
Place a piece of clean iron in the solution, and it will almost instantly
be coated with a film of copper, and this will continue until the whole
of that metal is removed, and its place filled by an equivalent quantity
of iron, so that the nitrate of iron is found in the liquid. The oxygen
and nitric acid remain unaltered in quantity or quality during these
changes, being merely transferred from one metal to another.
A piece of zinc will displace the iron in like manner, leaving a solution
of nitrate of zinc.
Nearly all the colors used in the arts are produced by metals and
their combinations; indeed, one is named chromium, from a Greek
word signifying color, on account of the beautiful tints obtained from
its various combinations with oxygen and the other metals. All the
various tints of green, orange, yellow, and red, are obtained from this
metal.
Solutions of most of the metallic salts give precipitates with solutions
of alkalies and their salts, as well as with many other substances,
such as what are usually called prussiate of potash, hydro-sulphuret
of ammonia, etc.; and the colors differ according to the metal
employed, and so small a quantity is required to produce the color
that the solutions before mixing may be nearly colorless.
Experiments.
1. To a solution of sulphate of iron add a drop or two of a solution of
prussiate of potash, and a blue color will be produced.
2. Substitute sulphate of copper for iron, and the color will be a rich
brown.
3. Another blue, of quite a different tint, may be produced by letting a
few drops or a solution of ammonia fall into one of sulphate of
copper—a precipitate of a light blue falls down, which is dissolved by
an additional quantity of the ammonia, and forms a transparent
solution of the most splendid rich blue color.
4. Into a solution of sulphate of iron let fall a few drops of a strong
infusion of galls, and the color will become a bluish-black—in fact,
ink. A little tea will answer as well as the infusion of galls. This is the
reason why certain stuffs formerly in general use for dressing-gowns
for gentlemen were so objectionable; for as they were indebted to a
salt of iron for their color, buff as it was called, a drop of tea
accidentally spilt produced all the effect of a drop of ink.
5. Put into a largish test tube two or three small pieces of granulated
zinc, fill it about one-third full of water, put in a few grains of iodine
and boil the water, which will at first acquire a dark purple color,
gradually fading as the iodine combines with the zinc. Add a little
more iodine from time to time, until the zinc is nearly all dissolved. If
a few drops of this solution be added to an equally colorless solution
of corrosive sublimate (a salt of mercury) a precipitate will take place
of a splendid scarlet color, brighter if possible than vermilion, which
is also a preparation of mercury.
Crystallization of Metals.
Some of the metals assume certain definite forms in returning from
the fluid to the solid state. Bismuth shows this property more readily
than most others.
Experiment.
Melt a pound or two of bismuth in an iron ladle over the fire; remove
it as soon as the whole is fluid; and when the surface has become
solid break a hole in it, and pour out the still fluid metal from the
interior; what remains will exhibit beautifully-formed crystals of a
cubic shape.
Sulphur may be crystallized in the same manner, but its fumes, when
heated, are so very unpleasant that few would wish to encounter
them.
One of the most remarkable facts in chemistry, a science abounding
in wonders, is the circumstance, that the mere contact of hydrogen,
the lightest body known, with the metal platinum, the heaviest, when
in a state of minute division, called spongy platinum, produces an
intense heat, sufficient to inflame the hydrogen; of course this
experiment must be made in the presence of atmospheric air or
oxygen.
Time and space (or rather the want of them) compel us to conclude
with a few experiments of a miscellaneous character.
To Form a Solid From Two Liquids.

Prepare separately, saturated solutions of sulphate of magnesia
(Epsom salts) and carbonate of potash. On mixing them the result
will be nearly solid.
Solutions of muriate of lime and carbonate of potash will answer as
well.
To Form a Liquid From Two Solids.
Rub together in a Wedgewood mortar a small quantity of sulphate of
soda and acetate of lead, and as they mix they will become liquid.
Carbonate of ammonia and sulphate of copper, previously reduced
to powder separately, will also, when mixed, become liquid, and
acquire a most splendid blue color.
The greater number of salts have a tendency to assume regular
forms, or become crystallized, when passing from the fluid to the
solid state; and the size and regularity of the crystals depend in a
great measure on the slow or rapid escape of the fluid in which they
were dissolved. Sugar is a capital example of this property; the
ordinary loaf-sugar being rapidly boiled down, as it is called: while to
make sugar-candy, which is nothing but sugar in a crystallized form,
the solution is allowed to evaporate slowly, and as it cools it forms
into those beautiful crystals termed sugar-candy. The threads found
in the center of some of the crystals are merely placed for the
purpose of hastening the formation of the crystals.
Experiments.
1. Make a strong solution of alum, or of sulphate of copper, or blue
vitriol, and place in them rough and irregular pieces of clinker from
stoves, or wire-baskets, and set them by in a cool place, where they
will be free from dust, and in a few days crystals of the several salts
will deposit themselves on the baskets, etc.; they should then be
taken out of the solutions, and dried, when they form very pretty
ornaments for a room.
2. Fill a Florence flask up to the neck with a strong solution of
sulphate of soda, or Glauber’s salt, boil it, and tie the mouth over
with a piece of moistened bladder while boiling, and set it by in a
place where it cannot be disturbed. After twenty-four hours it will
probably still remain fluid. Pierce the bladder covering with a
penknife, and the entrance of the air will cause the whole mass
instantly to crystallize, and the flask will become quite warm from the
latent caloric, of which we have spoken before, given out by the salt
in passing from the fluid to the solid state. It is better to prepare two
or three flasks at the same time, to provide against accidents, for the
least shake will often cause crystallization to take place before the
proper time.
Changes of Color Produced by Colorless Liquids.

Make a strong infusion of the leaves of the red cabbage, which will
be of a beautiful blue color; drop into it a few drops of dilute sulphuric
acid, and the color will change to a bright red; add some solution of
carbonate of potash, or soda, and the red color will gradually give
way to the original blue; continue adding the alkaline solution, and
the fluid will assume a bright green color. Now resume the acid, and
as it is dropped in, the color will again change from green to blue,
and from blue to red. Now this simple experiment illustrates three
points: first, that acids change the color of most vegetable blues and
greens to red; second, that alkalies change most blues and reds to
green; and third, that when the acid and alkali are united together,
they both lose their property of changing color, and become what is
called a neutral salt, i.e. a compound possessing the properties of
neither of its constituents.
ACOUSTICS.
Acoustics is the science relating to sound and hearing. Sound is
heard when any shock or impulse is given to the air, or to any other
body which is in contact directly or indirectly with the ear.
Difference Between Sound and Noise.

Noises are made by the crack of whips, the beating of hammers, the
creak of a file or saw, or the hubbub of a multitude. But when a bell is
struck, the bow of a violin drawn across the strings, or the wetted
finger turned round a musical glass, we have what are properly
called sounds.
Sounds, How Propagated.

Sounds are propagated on all bodies much after the manner that
waves are in water, with a velocity of 1,142 feet in a second. Sounds
in liquids and in solids are more rapid than in air. Two stones rubbed
together may be heard in water at half a mile; solid bodies convey
sounds to great distances, and pipes may be made to convey the
voice over every part of the house.
To Show How Sound Travels Through a Solid.

Take a long piece of wood, such as the handle of a hair broom, and
placing a watch at one end, apply your ear to the other, and the
tickings will be distinctly heard.
To Show That Sound Depends on Vibration.

Touch a bell when it is sounding, and the noise ceases; the same
may be done to a musical string with the same results. Hold a
musical pitch-fork to the lips, when it is made to sound, and a
quivering motion will be felt from its vibrations. These experiments
show that sound is produced by the quick motions and vibrations of
different bodies.
Musical Figures Resulting From Sound.

Cover the mouth of a wine-glass, having a foot-stalk, with a thin
sheet of membrane, over which scatter a layer of fine sand. The
vibrations excited in the air by the sound of a musical instrument,
held within a few inches of the membrane, will cause the sand on its
surface to form regular lines and figures with astonishing celerity,
which vary with the sound produced.
To Make an Æolian Harp.

This instrument consists of a long, narrow box of very thin deal,
about six inches deep, with a circle in the middle of the upper side of
an inch and a half in diameter, in which are to be drilled small holes.
On this side seven, ten or more strings of very fine catgut are
stretched over bridges at each end, like the bridges of a fiddle, and
screwed up or relaxed with screw-pins. The strings must all be tuned
to one and the same note, and the instrument should be placed in a
window partly open, in which the width is exactly equal to the length
of the harp, with the sash just raised to give the air admission. When
the air blows upon these strings with different degrees of force, it will
excite different tones of sound. Sometimes the blast brings out all
the tones in full concert, and sometimes it sinks them to the softest
murmurs.
A colossal imitation of the instrument just described was invented at
Milan in 1786 by the Abbate Gattoni. He stretched seven strong iron
wires, tuned to the notes of the gamut, from the top of a tower sixty
feet high, to the house of a Signor Moscate, who was interested in
the success of the experiment; and this apparatus, called the “giant’s
harp,” in blowing weather yielded lengthened peals of harmonious
music. In a storm this music was heard at a greater distance.
FIREWORKS.
We know full well the intense delight taken by boys in risking their
limbs or their lives, especially when such risk is accompanied with
noise. Boys always have done so, and always will do so in spite of
the very best of advice or precautions. As, therefore, it is impossible
to keep them from making noises, and endangering themselves, we
have, in this article, endeavored to show them how to make as much
noise as possible, with as little danger as possible.
What is there that makes the most noise, and is most dangerous?
Gunpowder, of course. Therefore, we have given descriptions of the
best methods of employing this material, feeling quite sure that of
accidents with gunpowder nine out of every ten are caused by
ignorance. We knew a boy who lost the use of a thumb, and took all
the skin off the palm of his right hand, by ignorant management of
powder. He had read of blasting rocks, and nothing would satisfy him
but blasting a bank. So he bored a deep hole in it with a stick, filled
the hole with gunpowder, and then poked a lighted lucifer into the
powder. The consequence was that his face was so scorched as not
to be recognized, all his eyebrows and eyelashes, and most of his
hair were burned off, while his right hand was injured, as has been
already mentioned. Now that boy had been studiously kept out of the
way of powder by female relatives, and was naturally profoundly
ignorant of its effects. Had he been taught to handle it, he would not
now be forced to keep his right hand closed, or to write by holding
the pen between the fingers of his clenched hand.
Gunpowder.
It will not be very advisable for the firework boy to make his own
powder, but still it will not be amiss that he should know how it is
prepared. Pulverize separately 5 drams of nitrate of potass, 1 dram
of sulphur, and 1 dram of newly-burnt charcoal; mix them together in
a mortar, with a little water, so as to make the compound into a
dough, which roll out into round pieces of the thickness of a pin upon
a slab. This must be done by moving a board backwards and
forwards until the dough is of a proper size. When three or four of
these pieces are ready put them together, and cut them off into small
grains. Place these grains on a sheet of paper, in a warm place,
where they will soon dry, but away from a fire. During granulation the
dough must be prevented from sticking by using a little of the dry
compound powder. This mode of granulation, though tedious, is the
only one to be used for so small a quantity for the sake of
experiment. In making powder in a large way it is granulated by
passing the composition through sieves.
How to Make Touch-Paper.

Dissolve in a little spirits of wine or vinegar a little saltpeter, then take
some purple or blue paper, and wet it with the above liquor, and it will
be fit for use. When pasting paper on any of the following works take
care that the paste does not touch that part which is to burn. The
method of using this paper is to cut it into slips long enough to go
once round the mouth of a serpent, cracker, etc.
Cases for Squibs, Flower-Pots, Rockets, Roman

Candles, Etc.
Procure a hard wooden cylinder, or, if possible, one made of metal,
whose diameter corresponds with that of the interior of the proposed
case. Roll round it several folds of cartridge paper, and paste the
edges well, so that it may be held securely. Tie it round until dry.
To Choke the Cases.

When the cases are thus made they will require to be tied at the
lower end. This is called choking them, and as much force is
required it is necessary. Fix a wire into a small solid cylinder. Take
another short piece, an inch or two long, with a hole up it to admit the
other end of the wire, fit it on, and pass it up the case. Then having
fastened a piece of whip-cord to a post, wind it round the part left
hollow by the wire, which should be about half an inch from the end;
pull it tight with the right hand, and work the case round with the left.
Cut out a piece of touch paper two inches long, and an inch and a
half broad, wind it round the choke, and tie it on with a piece of fine
string—twist it to a point. The cases are best choked while damp.
Composition for Squibs, Etc.

Gunpowder, half a pound; charcoal, 1 ounce; brimstone, 1 ounce, or
in like proportion; grind them in a muller or pound them in a mortar.
Or you may take 1 part steel filings, 1 charcoal, 1 sulphur, and 4
powder, which is a very good mixture, and can be rubbed together in
a mortar.
How to Fill the Cases.

Your cases must be very dry when ready, and should be put into an
iron or wooden mold; first put in a thimble full of your powder, and
ram it down very hard with your ruler, then put in a little more till the
case is full, ramming it down hard every time. If you have no mold,
hold the case in your left hand with the twisted touch-paper
downwards, and fill it after the same manner. When you have filled
within an inch of the top, fill up this with loose powder not rammed,
for a bang, and fold in the ends; after filling a dozen or two melt
some pitch in a small ladle, and smear the end of the case with it by
means of a small brush.
To Make Crackers.
Cut some stout cartridge-paper into pieces three inches and a half
broad and one foot long, fold down one edge of these pieces
lengthwise about three-quarters of an inch broad, then fold the
double edge down a quarter of an inch, and turn the single edge
back half over the double fold. Open it, and lay all along the channel
which is formed by the folding of the paper some meal powder, then
fold it over and over till the paper is doubled up, rubbing it down at
every turn; this being done bend it backwards and forwards two
inches and a half, or thereabouts, at a time, as often as the paper
will allow. Hold all these folds flat and close, and with a small
pinching cord give one turn round the middle of the cracker and
pinch it close; bind it with pack thread as tight as you can, then in the
place where it was pinched prime one end and cap it with touch-
paper.
When these crackers are fired they will give a loud report at every
turn of the paper: if you want a great number of these, you have only
to cut the paper longer, or join it on to a greater length; but if they are
made very long you must have a piece of wood with a groove in it
deep enough to let in half the cracker, which will hold it straight while
you are pinching it.
Roman Candles and Stars.

These are best made with the following ingredients: 1 ounce of
powder, 1 ounce of sulphur, and 2 ounces of niter. Some persons,
however, prefer 1 part sulphur, 1 charcoal, 1 iron filings, 4 of powder,
and 8 of niter. The composition being made, in filling the cases fill the
contrary way to a squib—stop up the choke by driving down a piece
of paper. Put in 1 quill of gunpowder loose and 1 star made in the
following manner: 1 ounce of camphor, 1 of sulphur, 2 of meal
powder, 1 ounce of the colored fires, moisten them with oil of
turpentine, and work them into little round balls. Having placed a star
within the case, put in above it 3 quills of the composition, ram down,
then powder, star, and composition alternately, till the case is full.
Paste touch-paper round the top and twist to a point.
Rockets.
There are several recipes for making rockets, the best of which is 3
ounces of charcoal, 6 of sulphur, 8 of niter, 32 of meal powder.
Another very good one is, 3 ounces of iron filings, 4 of powdered
charcoal, 8 of sulphur, 16 of niter, and 64 of meal powder. If a
smaller quantity is wanted divide each proportion by 2, if a still
smaller divide by 4.
Rains.
Sometimes gold or silver rains are added to rockets, which give them
a very beautiful appearance. A gold rain is made of 2 parts sawdust,
4 sulphur, 4 meal powder, 6 glass dust, 16 niter, in all 32 parts. A
silver rain may be made of 2 parts salt prunella, 8 sulphuret of
antimony, 8 sulphur, 8 meal powder, and 14 niter, in all 32 parts.
Catherine Wheels.
These are very pretty fireworks, and are made to turn on a pivot.
There are many recipes for the composition of which they are
formed; 1 part camphor, 1 sulphur, 1 niter, 2 meal powder. Another
is, 3 parts iron filings, 4 sulphur, 12 niter, 16 meal powder. This
composition is to be rammed into small cases, and bound round a
small wheel having a hole for a pivot in the center.
Various Colored Fires.

The following recipes will give the young firework maker a great
variety of the most beautiful fires. They should never be fired in a
room, however, and always away from a dwelling.
Crimson Fire.
The principal ingredient in this is nitrate of strontium, of which 40
parts are taken, with 13 of sulphur, 15 of chlorate of potass, 4 of
sulphuret of antimony, and 2 of lamp-black. These, as all the
ingredients for the other fires, should be rubbed in a ladle, and they
may be used in a ladle or iron dish set on the ground.
Blue Fire.
The ingredients of blue fire are 20 parts; 12 of niter, 4 of sulphur, 2 of
sulphuret of antimony, and 2 of lamp-black.
Green Fire.
The ingredients for green fire are in 54 parts; 42 of nitrate of barytes,
8 of sulphur, 3 of chlorate of potass, and 1 of lamp-black.
Purple Fire.
The best recipe for purple fire is of 60 parts; 25 of niter, 25 of nitrate
of strontium, 7 of sulphur, 2 of realgor, and 1 of lamp-black.
White Fire.
The best and purest white fire is made of 24 parts of niter, 7 of
sulphur, 2 of red arsenic, and one of lamp-black.
Spur Fire.
9 parts of niter, 4 of sulphur, and 3 of lamp-black, well rubbed
together.
Blue Lights.
These are made of 4 parts of sulphur, 2 of niter, and 1 of powder,
and are rammed into squib-cases the contrary way.
Port or Wildfires.
Saltpeter 4 parts, meal powder 6 parts, and sulphur 3 parts. The
composition to be moistened with linseed-oil.
Slow Fire for Wheels.

Saltpeter 4 parts, sulphur 2 parts, and meal powder 2 parts.
Dead Fire for Wheels.

Saltpeter 5 parts, sulphur 1 part, lapis calaminaris 1 part, and
antimony 1 part.
Cautions.
Such are the principles and methods by which fireworks may be
made; but we would advise our young friends to be very cautious,
and never to attempt making any fireworks by candlelight; always to
select some outhouse for their operations; to see that no iron or steel
implements are about the place in which their fireworks are being
manufactured, or they may go off before they wish it; to use wooden
or brass implements in the bruising, grinding, and sifting of their
mixtures; and never to bring the fireworks, or any of their ingredients,
into the dwelling-house, or they may suddenly receive a
“Heavy blow and great discouragement.”
To Make an Illuminated Spiral Wheel.

Procure a circular horizontal wheel two feet in diameter with a hole
quite through the nave, then take four thin pieces of deal three feet
long each, and three-quarters of an inch broad each. One end of
each of these pieces is to be nailed to the felloe of the wheel at an
equal distance from one another, and the other end nailed to a block
with a hole in its bottom, which must be perpendicular with that in the
block of the wheel, but not so large. The wheel being thus made, a
hoop planed down very thin must be nailed to the felloe of the wheel,
and wound round the four sticks in a spiral line from the wheel to the
block at the top; on the top of this block a case of Chinese fire must
be fixed, and on the wheel any number of cases, which must incline
downwards and burn two at a time. The axis of the wheel must be a
little longer than the cone, and made very smooth at the top, on
which the upper block is to turn and the whole weight of the wheel to
rest.
[THE END.]
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Publisher: Candice Janco

Preface xi Strategic Rationale 75

7. Credit Rating Agencies, Exchanges, Composition of Investors 249

The inclusion of 12 independent cases facilitates greater understanding of the concepts

THE WORLD HAS CHANGED

STRUCTURE OF THE BOOK

PART ONE: INVESTMENT BANKING

PART TWO: HEDGE FUNDS AND PRIVATE EQUITY

PART THREE: CASES

NEW CONTENT IN THE THIRD EDITION

Postcrisis Global Investment Banking Trading Division 16

Investment Banks, Hedge Funds, and Private Equity, Third Edition

EXH I BIT 1.1 TRANSFO RMATI O N O F P URE -P L AY /

Historically, through 1999, US banks with deposit-taking businesses (commercial/retail

POSTCRISIS GLOBAL INVESTMENT BANKING FIRMS

EXH I BI T 1 .2 F INANCIAL RESU LTS

EX H I BI T 1.3 CREDIT RATINGS, A S S E TS , Va R, A ND

EXH I BIT 1.4 LEVERAGE AN D RO E

EXH I BIT 1.5 SHARE PRICE A ND M A RKE T CA P I TA L I Z ATI O N

OTHER INVESTMENT BANKING FIRMS

INVESTMENT BANKING BUSINESSES

EXH I BI T 1 .6 INVES TMENT B AN KI NG F I RM S

EXH I BIT 1.7 PRINCIPAL B US I NE S S O F I NV E S TM E NT B A NKS

Investment Banking Business

Asset Management Business

EXH I BI T 1 .8 GOLDMAN S ACHS P RI NCI PA L B US I NE S S E S

End of the year % of 2015 Net

Business Segments in Goldman Sachs

Investment Banking Instuonal Client Services

contributes to the overall efficiency of the capital markets. Our

EXH I BIT 1.8 GOLDMAN S A CHS P RI NCI PA L

retail investors who primarily access our products through a network of

also through certain investment funds and separate

financing to our clients.

EXH I BIT 1.9 JP MO RGAN CHA S E P RI NCI PA L B US I NE S S E S

Consumer Businesses Wholesale Businesses

Source: JPMorgan Chase 2015 Annual Report

INVESTMENT BANKING DIVISION

The Investment Banking Division of an investment bank is responsible for working

EXH I BI T 1 .10 INVES TMENT B A NKI NG D I V I S I O N

Equity Capital Markets

Securized Products Private

EXH I BI T 1 .11 MO RGAN S TANL E Y I ND US TRY COV E RA G E

EXH I BIT 1.1 2 MO RGAN STA NL E Y S E RV I CE S

Client Coverage Bankers

EX H I BI T 1.13 INVES TMENT B A NKE R’ S TE M P L ATE 1

Capital Markets Group

EXH I BIT 1.1 4 CAPITAL MA RKE TS G RO UP

/ƐƐƵĞƌƐ ĂƉŝƚĂůDĂƌŬĞƚƐ /ŶǀĞƐƚŽƌƐ

Equity Capital Markets

Debt Capital Markets

Merger and Acquisition Product Group

EXH I BIT 1.1 5 MERGER & A CQ UI S I TI O N P RO D UCTS

See Chapter 4 for a detailed descripon of these products

Fixed Income, Currencies, and Commodities

Postcrisis Global Investment Banking Trading Division 16

Investment Banking Instuonal Client Services

Securized Products Private

/ƐƐƵĞƌƐ ĂƉŝƚĂůDĂƌŬĞƚƐ /ŶǀĞƐƚŽƌƐ

See Chapter 4 for a detailed descripon of these products

Introduction22 Sarbanes–Oxley Act 34