PrefBlog

CalPERS has announced:

it is voting against the re-election of all 18 Bank of America directors, including Chief Executive Officer and Chairman Ken Lewis.

CalPERS contends that Lewis and other directors failed to disclose information to shareowners in connection with Bank of America’s merger with Merrill Lynch. The pension fund also believes that the undisclosed payment of billions of dollars in bonuses to Merrill Lynch executives – before completion of the merger – warrants a vote against all directors.

“The entire board failed in its duties to shareowners and should be removed,” said CalPERS Board President Rob Feckner. He noted the poor condition of the company, the failure by directors to disclose the extent of Merrill Lynch’s losses prior to consummation of the merger, the payment of billions of dollars to Merrill executives in bonuses for failure, and the failure of the board to act in the best interests of shareowners in overseeing management.

Mr. Lewis’ travails, publicized by Andrew Cuomo, were discussed on PrefBlog on April 24.

One wonders whether the CalPERS decision is genuine or another machination of the Obama Administration which – as far as I can tell – is looking to blame US economic problems on Evil Bankers. The response is warranted enough, but the emphasis on bonuses detracts from the credibility of the release.

The bonus issue for investment managers surfaced in Parliament last week, according to the Globe & Mail:

Senior officers of the [Public Sector Pension Investment] board fielded numerous questions from MPs at the Commons finance committee about whether they would receive bonuses – answering only that it will be up to their board of directors to decide.

But MPs warned the board’s managers that taking bonuses for the 2008-09 fiscal year could not be justified.

“Anyone in this country running something called an investment board that lost billions of dollars last year that even thinks of paying themselves a bonus needs their head [examined],” NDP finance critic Tom Mulcair told John Valentini, the investment board’s chief operating officer. “I’d like you to give that message to your board of directors.

“We would find it properly scandalous if in the light of what happened last year, that in addition to your considerable salaries, you decide to vote yourself bonuses.”

Liberal MP John McKay echoed the sentiment, telling the board’s managers that they should be eschewing bonuses when Canadian taxpayers are suffering.

“It would be inappropriate for your organization to be awarding themselves significant bonuses in light of not only your performance … but also the market conditions,” said Mr. McKay, a former parliamentary secretary to the finance minister under the last Liberal government. “Canadians have taken a pretty major haircut in the market in the last while.”

The quoted statements are so ignorant that I do not believe they were honestly made. The implication is that investment managers’ bonuses should be determined by the performance of the market, rather than by performance relative to a benchmark; and that a manager should get a bonus for deliviering +10% returns in a +20% market, but not receive one for a -10% return in a -20% market.

The politicians know this as well as I do. But sleazebag gutter politics gets their names in the paper, which is all that counts, right?

Good volume in the pref market today; PerpetualDiscounts managed to eke out a gain and FixedResets outperformed.

Sheila Bair of the FDIC made a speech today indicating willingness to move towards better risk assessment of banks:

So who should pay for an “anybody can fail” doctrine? Certainly not the taxpayer. As a tax-paying citizen, I don’t favor encouraging foolish behavior. Nor should those costs be borne by the Deposit Insurance Fund, which should continue to be used only for the costs of protecting depositors when banks fail.

A new resolution authority could include assessments on larger firms to fund a reserve that would be tapped to absorb losses for a failure. I believe it’s only fair that the industry that benefits should pay … just as banks pay for deposit insurance.

The assessments could be based on the differential in the cost of capital between smaller institutions — which clearly can fail and thus have higher costs — and their larger competitors. Moreover, we should not base this strictly on size, which might not be perfectly aligned with risk. For example, a large mutual fund that invests in the S&P 500 is not systemic. Risk-based surcharges should be imposed on higher risk behavior. This might include certain derivatives, market making or proprietary trading, and rapid growth. We now have such a risk-based system for the insurance premiums we charge for deposit insurance, and it’s working very well.

My problem with the ideas as stated is that they are not integrated with other elements of bank regulation – which, to be fair, she probably does not want to be seen as encroaching upon. I certainly supported graduated risk premia – we have such a thing in Canada, but it’s a joke: just about everybody qualifies for the lowest premium level. And I support the idea that bank capital requirements should include elements such as a surcharge for size – say, for instance, risk-weighted-assets in excess of $250-billion attract a 10% surcharge – and better differentiation between investment banking (which should penalize buy-and-hold behaviour) and regular banking (which should penalize trading).

However, the FDIC still charges premia based on all deposits, not just insured deposits, which is simply craziness – it reduces the incentive for banks to pay premium rates for non-insured deposits and leaves the FDIC with something of an obligation to make good on the uninsured deposits of a failed bank. Premium reform needs to start there.

These are the germs of good ideas, but to some extent are encroaching on the role of the Fed as US banking regulator. If reform efforts are not to degenerate into intra-regulator cat-fights, Ms. Bair will have to be very careful!

Another good solid day for prefs, with FixedResets slightly outperforming PerpetualDiscounts.

It appears that we will be treated to the spectacle of a regulatory cat-fight in the States. Andrew Cuomo has released a letter to Congress in which he discusses the BofA / Merrill Lynch merger:

Immediately after learning on December 14,2008 of what Lewis described as the “staggering amount of deterioration” at Merrill Lynch, Lewis conferred with counsel to determine if Bank of America had grounds to rescind the merger agreement by using a clause that allowed Bank of America to exit the deal if a material adverse event (“MAC”) occurred. After a series of internal consultations and consultations with counsel, on December 17,2008, Lewis informed then-Treasury Secretary Henry Paulson that Bank of America was seriously considering invoking the MAC clause. Paulson asked Lewis to come to Washington that evening to discuss the matter.

At a meeting that evening Secretary Paulson, Federal Reserve Chairman Ben Bernanke, Lewis, Bank of America’s CFO, and other officials discussed the issues surrounding invocation of the MAC clause by Bank of America. The Federal officials asked Bank of America not to invoke the MAC until there was further consultation. There were follow-up calls with various Treasury and Federal Reserve officials, including with Treasury Secretary Paulson and Chairman Bernanke. During those meetings, the federal government officials pressured Bank of America not to seek to rescind the merger agreement. We do not yet have a complete picture of the Federal Reserve’s role in these matters because the Federal Reserve has invoked the bank examination privilege.

Bank of America’s attempt to exit the merger came to a halt on December 21, 2008. That day, Lewis informed Secretary Paulson that Bank of America still wanted to exit the merger agreement. According to Lewis, Secretary Paulson then advised Lewis that, if Bank of America invoked the MAC, its management and Board would be replaced.
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In an interview with this Office, Secretary Paulson [argely corroborated Lewis’s account. On the issue of terminating management and the Board, Secretary Paulson indicated that he told Lewis that if Bank of America were to back out of the Merrill Lynch deal, the government either could or would remove the Board and management. Secretary Paulson told Lewis a series of concerns, including that Bank of America’s invocation of the MAC would create systemic risk and that Bank of America did not have a legal basis to invoke the MAC (though Secretary Paulson’s basis for the opinion was e,ntirely based on what he was told by Federal Reserve officials).
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Notably, during Bank of America’s important communications with federal banking officials in late December 2008, the lone federal agency charged with protecting investor interests, the Securities and Exchange Commission, appears to have been kept in the dark. Indeed, Secretary Paulson informed this Office that he did not keep the SEC Chairman in the loop during the discussions and negotiations with Bank of America in December 2008.

The proper thing for Lewis and the board to do, of course, was to back out and get fired with honour; the claim is made that this would have increased systemic risk and they were craven in the best interests of the global financial system.

Now, Bloomberg reports that:

Bank of America Corp. Chief Executive Officer Kenneth D. Lewis may face scrutiny by the U.S. Securities and Exchange Commission for failing to disclose mounting losses at Merrill Lynch & Co. because of pressure from federal regulators to complete the takeover.

“We have been actively reviewing the disclosure surrounding the merger between Bank of America and Merrill Lynch,” said agency spokesman John Nester. “The issues identified in New York Attorney General Andrew Cuomo’s letter are part of our review.”

Sounds like Ken Lewis will be hung out to dry. While I think he made the wrong decision, he certainly has my sympathy; I know very well that being a mouse in a roomful of angry elephants is not a lot of fun.

One of the Master Asset Vehicle notes has been placed under Review-Negative:

In addition to the potential impact of the interest shortfall, the following factors contributed to DBRS placing the rating of the MAVII A-2 Notes Under Review with Negative Implications:

(1) On March 16, 2009, DBRS was advised that MAVII’s credit default swap transactions with Canadian Imperial Bank of Commerce (CIBC) were terminated due to the failure of MAVII to post additional collateral to meet a margin call. The termination resulted in losses of $107,742,597 (or approximately 1.1% of the assets of MAVII). As a result, the enhancement available to the MAVII A-2 Notes has been reduced by 1.1%, whereas the enhancement percentage for the MAVI Class A-2 Notes was unaffected.

Sorry that this is being published so late, folks, but I had an engagement Friday night.

The market was up today, FixedResets and PerpetualDiscounts gaining about 15bp each total return, but volume was down sharply to below-average levels, something that might be considered significant by the chartists among us (yes, there are still a few!) but not considered significant by right-thinking people.

The Fed has released its financial statements and Bloomberg notes:

its most detailed breakdown to date on the types of assets it accepted from Bear Stearns Cos. a year ago and the cause of losses on the portfolio.
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The biggest losses in the $25.7 billion portfolio of Bear Stearns assets as of the end of last year came from commercial and residential mortgages.
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The Fed wrote down the value of commercial mortgage holdings by 28 percent to $5.6 billion and residential loans by 38 percent to $937 million as of Dec. 31, the central bank said in a report today.

The Fed refers to table 4 in the the current H.4.1 report:

The unconsolidated financials of Maiden Lane have been published. The losses have been divided up as: $3.4-billion Fed; $1.2-billion JPM. That wipes out JPM’s subordinated loan to Maiden Lane, assuming there is no recovery.

PerpetualDiscounts fell slightly today, but FixedResets continued to impress on a day reduced, but still rather good, volume. The former now yield an average of 6.84%, equivalent to 9.58% interest at the standard equivalency factor of 1.4x, while long corporates now yield 7.4%; thus, the pre-tax interest-equivalent spread is 218bp; in what we may call the “Credit-Crisis-but-not-Apocalyptic-Panic” zone.