To: OLDTRADER who wrote (169355 ) 4/22/2002 3:39:15 PM From: stockman_scott Read Replies (2) | Respond to of 176387 Spitzer not done with reform efforts Monday, April 22, 2002 By PHILIP BOROFF BLOOMBERG NEWS NEW YORK -- New York Attorney General Eliot Spitzer, who forced Merrill Lynch & Co. to make wider disclosure of its conflicts of interest in stock research, is asking Congress to make all securities firms do the same. Spitzer urged lawmakers to revive legislation that would prohibit securities firms from paying analysts based on the investment banking business they bring in. He also recommended they create new rules to "insulate" analysts from bankers. "Legislation has the capacity to define national standards and to impose systemic change on the entire industry," Spitzer said in a letter to the House Committee on Financial Services. "Federal action is therefore necessary to augment the reforms that our office might achieve with particular firms." Spitzer won concessions from Merrill on Thursday after alleging that the biggest securities firm by capital gave favorable ratings to companies to gain them as investment banking clients. Merrill agreed to say which companies followed by its analysts had paid the firm fees to advise on mergers or arrange stock sales. Merrill and New York's attorney general are still discussing possible fines, restitution and changes to the firm's business practices. A settlement must correct "fundamental structural flaws" in Merrill's business and provide "permanent relief for the company's state securities law violations," Spitzer said in a statement on the agreement. "The agreement is an encouraging development, but Merrill and the other brokerage firms still have the major agreements yet to come," said Bill Rubin, a money manager at Amaranth Advisors L.L.C., a Greenwich, Conn., firm that manages $1.1 billion and owns Merrill shares. "It seems to us that the attorney general is going to take his pound of flesh before he backs down." Spitzer, a 42-year-old Democrat who took office in 1999, said last week the flaws in research are not limited to Merrill, and that he is investigating other firms as well. Credit Suisse First Boston, Morgan Stanley Dean Witter & Co., Goldman Sachs Group Inc., Citigroup Inc.'s Salomon Smith Barney Inc., UBS AG's UBS Paine Webber, and Bear Stearns Cos. received subpoenas from Spitzer. The 10-month investigation into Merrill's research showed "dramatic evidence" the firm's analysts recommended stocks to win banking business, Spitzer said. Spitzer is trying to revive a defeated amendment to an accounting overhaul bill. The measure, introduced by Rep. John LaFalce, a New York Democrat, would have banned analysts from holding shares in the companies they cover and require analyst compensation be based on the quality of analysis, not banking. The amendment was defeated along party lines. The measure that passed would require the Securities and Exchange Commission to study conflicts of interests and report back to Congress. "We're hoping the letter can affect the debate and outcome when the bill reaches the floor on Wednesday," said Amy Simmons, a LaFalce spokeswoman. Merrill said Thursday it will set up an Internet site that will disclose what companies it has advised in publicly announced stock sales or mergers during the past year. By June 3, the firm will replace the Web site and start disclosing in research reports compensation it has received from corporate clients in the past 12 months. The information will say investors should assume Merrill "is seeking, or will seek investment banking and other business from the covered company," the firm said. Merrill will also disclose the percentage of "strong buy," "buy," "neutral" and "reduce/sell" ratings for stocks it covers. Spitzer's pursuit of the firms breaks precedent and may set the stage for other securities firms to make similar agreements, legal experts said. The changes that Spitzer is calling on Congress to make may be difficult for the industry to implement, said Alan Bromberg, a law professor at Southern Methodist University. Given that investment banking is the most profitable business of the biggest securities firms, it doesn't make sense to divorce analysts from that business, he said. "To me, it's unrealistic that analysts should be independent of underwriting," he said. "Analysts can't be supported by the few institutional investors willing to pay for research. The analysts have to be paid out of company profits and their contribution to them."