Morgan Stanley (NYSE: MS) is a financial services firm providing investment banking, securities, wealth management and investment management services. It is headquartered at 1585 Broadway in the Morgan Stanley Building, Midtown Manhattan, New York City. With offices in more than 42 countries and more than 55,000 employees, the firm's clients include corporations, governments, institutions and individuals.
Morgan Stanley, formed by J.P. Morgan & Co. partners Henry Sturgis Morgan (grandson of J.P. Morgan), Harold Stanley and others, came into existence on September 16, 1935, in response to the Glass-Steagall Act that required the splitting of commercial and investment banking businesses. In its first year the company operated with a 24% market share (US$1.1 billion) in public offerings and private placements. The main areas of business for the firm today are Institutional Securities, Wealth Management and Investment Management.
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Overview
Morgan Stanley is a financial services corporation that, through its subsidiaries and affiliates, advises, and originates, trades, manages and distributes capital for governments, institutions and individuals. The company operates in three business segments: Institutional Securities, Wealth Management, and Investment Management.
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History
1935-1950
Morgan Stanley traces its roots in the history of J.P. Morgan & Co. Following the Glass-Steagall Act, it was no longer possible for a corporation to have investment banking and commercial banking businesses under a single holding entity. J.P. Morgan & Co. chose the commercial banking business over the investment banking business. As a result, some of the employees of J.P. Morgan & Co., most notably Henry S. Morgan and Harold Stanley, left J.P. Morgan & Co. and joined some others from the Drexel partners to form Morgan Stanley. The firm formally opened the doors for business on September 16, 1935, at Floor 19, 2 Wall Street, New York City. Within its first year, it achieved 24% market share (US$1.1 billion) among public offerings. The firm was involved with the distribution of 1938 US$100 million of debentures for the United States Steel Corporation as the lead underwriter. The firm also obtained the distinction of being the lead syndicate in the 1939 U.S. rail financing. The firm went through a major reorganization in 1941 to allow for more activity in its securities business.
1950-1990
The firm was led by Perry Hall, the last founder to lead Morgan Stanley, from 1951 until 1961. During this period the firm co-managed the World Bank's US$50 million triple-A-rated bonds offering of 1952, as well as coming up with General Motors' US$300 million debt issue, US$231 million IBM stock offering, and the US$250 million AT&T's debt offering.
Morgan Stanley credits itself with having created the first viable computer model for financial analysis in 1962, thereby starting a new trend in the field of financial analysis. Future president and chairman Dick Fisher contributed to the computer model as a young employee, learning the FORTRAN and COBOL programming languages at IBM. In 1967 it established the Morgan & Cie, International in Paris in an attempt to enter the European securities market. It acquired Brooks, Harvey & Co., Inc. in 1967 and established a presence in the real estate business. By 1971 the firm had established its Mergers & Acquisitions business along with Sales & Trading. The sales and trading business is believed to be the brainchild of Bob Baldwin.
1991-present
In 1996 Morgan Stanley acquired Van Kampen American Capital. On February 5, 1997 the company merged with Dean Witter Reynolds and Discover & Co., the spun-off financial services business of Sears Roebuck. Dean Witter's Chairman and CEO, Philip J. Purcell, held the same roles in the newly merged "Morgan Stanley Dean Witter Discover & Co.". In 1998 the name was changed to "Morgan Stanley Dean Witter & Co.", and in late 2001 "Dean Witter" was dropped and the firm became "Morgan Stanley".
Morgan Stanley had offices located on 24 floors across buildings 2 and 5 of the World Trade Center in New York City. These offices had been inherited from Dean Witter which had occupied the space since the mid-1980s. The firm lost thirteen employees during the September 11 attacks in 2001 (Thomas F. Swift, Wesley Mercer, Jennifer de Jesus, Joseph DiPilato, Nolbert Salomon, Godwin Forde, Steve R. Strauss, Lindsay C. Herkness, Albert Joseph, Jorge Velazquez, Titus Davidson, Charles Laurencin and Security Director Rick Rescorla) in the towers, while 2,687 were successfully evacuated by Rick Rescorla. The surviving employees moved to temporary headquarters in the vicinity. In 2005 Morgan Stanley moved 2,300 of its employees back to lower Manhattan, at that time the largest such move.
Morgan Stanley has long had a dominant role in technology investment banking and, in addition to Apple and Facebook, served as lead underwriter for many of the largest global tech IPOs, including: Netscape, Cisco, Compaq, Broadcast.com, Broadcom Corp, VeriSign, Inc., Cogent, Inc., Dolby Laboratories, Priceline, Salesforce, Brocade, Google and Groupon. In 2004, the firm led the Google IPO, the largest Internet IPO in U.S. history. In the same year Morgan Stanley acquired the Canary Wharf Group.
The company found itself in the midst of a management crisis starting in March 2005 that resulted in a loss of a number of the firm's staff. Purcell resigned as CEO of Morgan Stanley in June 2005 when a highly public campaign against him by former Morgan Stanley partners threatened to disrupt and damage the firm and challenged his refusal to aggressively increase leverage, increase risk, enter the sub-prime mortgage business and make expensive acquisitions, the same strategies that forced Morgan Stanley into massive write-downs, related to the subprime mortgage crisis, by 2007.
On December 19, 2006, after reporting 4th quarter earnings, Morgan Stanley announced the spin-off of its Discover Card unit. The bank completed the spinoff of Discover Financial on June 30, 2007.
In order to cope with the write-downs during the subprime mortgage crisis, Morgan Stanley announced on December 19, 2007 that it would receive a US$5 billion capital infusion from the China Investment Corporation in exchange for securities that would be convertible to 9.9% of its shares in 2010.
The bank's Process Driven Trading unit was amongst several on Wall Street caught in a short squeeze, reportedly losing nearly $300 million in one day. One of the stocks involved in this squeeze, Beazer Homes USA, was a component of the then-bulging real estate bubble. The bubble's subsequent collapse was considered to be a central feature of the financial crisis of 2007-2010.
The bank was contracted by the United States Treasury in August 2008 to advise the government on potential rescue strategies for Fannie Mae and Freddie Mac.
Morgan Stanley is said to have lost over 80% of its market value between 2007 and 2008 during the financial crisis.
On September 17, 2008, the British evening-news analysis program Newsnight reported that Morgan Stanley was facing difficulties after a 42% slide in its share price. CEO John J. Mack wrote in a memo to staff "we're in the midst of a market controlled by fear and rumours and short-sellers are driving our stock down." The company was said to have explored merger possibilities with CITIC, Wachovia, HSBC, Standard Chartered, Banco Santander and Nomura. At one point, Hank Paulson offered Morgan Stanley to JPMorgan Chase at no cost, but Jamie Dimon refused the offer.
Morgan Stanley and Goldman Sachs, the last two major investment banks in the US, both announced on September 22, 2008 that they would become traditional bank holding companies regulated by the Federal Reserve. The Federal Reserve's approval of their bid to become banks ended the ascendancy of securities firms, 75 years after Congress separated them from deposit-taking lenders, and capped weeks of chaos that sent Lehman Brothers Holdings Inc. into bankruptcy and led to the rushed sale of Merrill Lynch & Co. to Bank of America Corp.
Mitsubishi UFJ Financial Group, Japan's largest bank, invested $9 billion in Morgan Stanley on September 29, 2008. This represented the single largest physical check signed, delivered and cashed. Concerns over the completion of the Mitsubishi deal during the October 2008 stock market volatility caused a dramatic fall in Morgan Stanley's stock price to levels last seen in 1994. It recovered once Mitsubishi UFJ's 21% stake in Morgan Stanley was completed on October 14, 2008.
Morgan Stanley borrowed $107.3 billion from the Fed during the 2008 crisis, the most of any bank, according to data compiled by Bloomberg News Service and published August 22, 2011.
In 2009, Morgan Stanley purchased Smith Barney from Citigroup and the new broker-dealer operates under the name Morgan Stanley Smith Barney, the largest wealth management business in the world.
In November 2013, Morgan Stanley announced that it would invest $1 billion to help improve affordable housing as part of a wider push to encourage investment in efforts that aid economic, social and environmental sustainability.
In July 2014, Morgan Stanley's Asian private equity arm announced it had raised around $1.7 billion for its fourth fund in the area.
In December 2015, it was reported that Morgan Stanley will cut around 25 percent of its fixed income jobs. In January 2016, the company reported that it had offices in more than 43 countries.
Organization
Morgan Stanley splits its businesses into three business units. As listed below:
Institutional Securities Group
Morgan Stanley's Institutional Securities has been the most profitable business segment for Morgan Stanley in recent times. This business segment provides institutions with services such as capital raising and financial advisory services including mergers and acquisitions advisory, restructurings, real estate and project finance, and corporate lending. The segment also encompasses the Equities and the Fixed Income divisions of the firm; trading is anticipated to maintain its position as the "engine room" of the company. Among the major U.S. banks, Morgan Stanley sources the highest portion of revenues from fixed income underwriting which was reported at 6.0% of total revenue in FY12.
Wealth Management
The Global Wealth Management Group provides brokerage and investment advisory services. As of 2014 Q2 this segment has reported an annual increase of 21 percent in the pre-tax income. This segment provides financial and wealth planning services to its clients who are primarily high-net-worth individuals.
On January 13, 2009, the Global Wealth Management Group was merged with Citi's Smith Barney to form the joint venture Morgan Stanley Smith Barney. Morgan Stanley holds 51% of the entity, and Citi holds 49%. As of May 31, 2012, Morgan Stanley planned to purchase an additional 14% of the joint venture from Citi. In June 2013, Morgan Stanley stated it had secured all regulatory approvals to buy Citigroup's remaining 35% stake in Smith Barney and would proceed to finalize the deal.
Investment Management
Investment Management provides asset management products and services in equity, fixed income, alternative investments, real estate investment, and private equity to institutional and retail clients through third-party retail distribution channels, intermediaries and Morgan Stanley's institutional distribution channel. Morgan Stanley's asset management activities were principally conducted under the Morgan Stanley and Van Kampen brands until 2009.
On October 19, 2009, Morgan Stanley announced that it would sell Van Kampen to Invesco for $1.5 billion, but would retain the Morgan Stanley brand. It provides asset management products and services to institutional investors worldwide, including pension plans, corporations, private funds, non-profit organizations, foundations, endowments, governmental agencies, insurance companies and banks.
On September 29, 2013, Morgan Stanley announced a partnership with Longchamp Asset Management, a French-based asset manager that specialises in the distribution of UCITS hedge funds, and La Française AM, a multi-specialist asset manager with a 10-year track record in alternative investments.
Magazine and popularity rankings
- Morgan Stanley was named one of the 100 Best Companies for Working Mothers in 2004 by Working Mothers magazine.
- Family Digest magazine named Morgan Stanley one of the "Best Companies for African Americans" in June 2004
- Essence magazine named Morgan Stanley as one of the "30 Great Places to Work" in May 2004
- Asian Enterprise magazine named Morgan Stanley as one of the "Top Companies for Asian Americans" in April 2004
- Hispanic magazine selected Morgan Stanley as one of the "100 Companies Providing the Most Opportunities to Hispanics" in February 2004
- Morgan Stanley is listed in The Times Top 100 Graduate Employers, only recently dropping out of the top 40
- The Times listed Morgan Stanley 5th in its 20 Best Big Companies to Work For 2006 list
- Great Place to Work Institute Japan in 2007 ranked Morgan Stanley as the second best corporation to work in Japan, based on the opinions of the employees and the corporate culture
Controversies and lawsuits
2003
In 2003, Morgan Stanley agreed to pay $125 million in order to settle its portion of a $1.4 billion settlement brought by Eliot Spitzer, the Attorney General of New York, the National Association of Securities Dealers (now the Financial Industry Regulatory Authority (FINRA), the United States Securities and Exchange Commission, (SEC) and a number of state securities regulators, relating to intentionally misleading research motivated by a desire to win investment banking business with the companies covered.
2004
In June 2004, the New York Stock Exchange (NYSE) imposed a penalty of a censure and $140,000 fine for incorrectly using customers' margined securities as collateral for cash management loans.
Morgan Stanley settled a sex discrimination suit brought by the Equal Employment Opportunity Commission for $54 million on July 12, 2004. In 2007, the firm agreed to pay $46 million to settle a class action lawsuit brought by eight female brokers.
In July 2004, the firm paid NASD a $2.2 million fine for more than 1,800 late disclosures of reportable information about its brokers.
In September 2004, the firm paid a $19 million fine imposed by NYSE for failure to deliver prospectuses to customers in registered offerings, inaccurate reporting of certain program trading information, short sale violations, failures to fingerprint new employees and failure to timely file exchange forms.
In December 2004, the firm paid a $100,000 to NASD and paid $211,510 in restitution to customers for failure to make proper disclosures to municipal bond investors. In the course of NASD's investigation, Morgan Stanley' failure make a timely response to requests for information resulted in censure and an additional $25,000 fine.
2005
The New York Stock Exchange imposed a $19 million fine on January 12, 2005 for alleged regulatory and supervisory lapses. At the time, it was the largest fine ever imposed by the New York Stock Exchange.
On May 16, 2005, a Florida jury found that Morgan Stanley failed to give adequate information to Ronald Perelman about Sunbeam thereby defrauding him and causing damages to him of $604 million. In addition, punitive damages were added for total damages of $1.450 billion. This verdict was directed by the judge as a sanction against Morgan Stanley after the firm's attorneys infuriated the court by failing and refusing to produce documents, and falsely telling the court that certain documents did not exist. The ruling was overturned on March 21, 2007 and Morgan Stanley was no longer required to pay the $1.57 billion verdict.
2006
Morgan Stanley settled a class action lawsuit on March 2, 2006. It had been filed in California by both current and former Morgan Stanley employees for unfair labor practices instituted to those in the financial advisor training program. Employees of the program had claimed the firm expected trainees to clock overtime hours without additional pay and handle various administrative expenses as a result of their expected duties. A $42.5 million settlement was reached and Morgan Stanley admitted no fault.
In May the firm agreed to pay a $15 million fine. The Securities and Exchange Commission accused the firm of deleting emails and failing to cooperate with SEC investigators.
On September 25, 2009, Citigroup Inc. filed a federal lawsuit against Morgan Stanley, claiming its rival failed to pay $245 million due under a credit default swap agreement. The breach-of-contract lawsuit was filed in Manhattan federal court and seeks unspecified damages.
2007
The Financial Industry Regulatory Authority (FINRA) announced a $12.5 million settlement with Morgan Stanley on September 27, 2007. This resolved charges that the firm's former affiliate, Morgan Stanley DW, Inc. (MSDW), failed on numerous occasions to provide emails to claimants in arbitration proceedings as well as to regulators. The company had claimed that the destruction of the firm's email servers in the September 11, 2001 terrorist attacks on New York's World Trade Center resulted in the loss of all email before that date. In fact, the firm had millions of earlier emails that had been retrieved from backup copies stored in another location that was not destroyed in the attacks. Customers who had lost their arbitration cases against Morgan Stanley DW Inc. because of their inability to obtain these emails to demonstrate Morgan Stanley's misconduct received a token amount of money as a result of the settlement.
In July 2007, Morgan Stanley agreed to pay $4.4 million to settle a class-action lawsuit. The firm was accused of incorrectly charging clients for storage of precious metals.
In August 2007, Morgan Stanley was fined $1.5 million and paid $4.6 million in restitution to customers related to excessive mark-ups in 2,800 transactions. An employee was charged $40,000 and suspended for 15 days.
2008
Under a settlement with New York Attorney General Andrew M. Cuomo, the firm agreed to repurchase approximately $4.5 billion worth of auction rate securities. The firm was accused of misrepresenting auction rate securities in their sales and marketing.
2009
In March 2009, FINRA announced Morgan Stanley was to pay more than $7 million for misconduct in the handling the accounts of 90 Rochester, NY-area retirees.
In May 2009, a trader at the firm was suspended by the FSA for a series of unauthorized commodities trades entered after becoming intoxicated during a three and half hour lunch. A week later another trader at the firm was banned for deliberately disadvantaging clients by 'pre-hedging' trades without their consent.
The Financial Services Authority fined the firm £1.4m for failing to use controls properly relating to the actions of a rogue trader on one of its trading desks. Morgan Stanley admitted on June 18, 2008 this resulted in a $120m loss for the firm.
Morgan Stanley managing director Du Jun was convicted of insider trading after a criminal trial in Hong Kong. Mr. Du was accused of buying 26.7 million shares of Citic Resource Holdings while in possession of confidential information about the company. He gained this information as part of a Morgan Stanley team working with the company on a bond issuance and the purchase of an oil field in Kazakhstan. Morgan Stanley's compliance department was criticized for failing to detect Mr. Du's illegal trades.
2010
In April, the Commodity Futures Trading Commission announced the firm agreed to pay $14 million related to an attempt to hide prohibited trading activity in oil futures.
2011
A Morgan Stanley trader was barred from the brokerage industry and fined for entering fake trades to fool firm risk management systems causing millions in losses.
The Department of Justice sought a $4.8 million fine from Morgan Stanley for its part in an electricity price-fixing scandal. Con Edison estimated that the crime cost New York state consumers about $300 million. Morgan Stanley earned revenues of $21.6 million from the fraud.
2012
On April 3, the Federal Reserve announced Consent Order against the firm "a pattern of misconduct and negligence in residential mortgage loan servicing and foreclosure processing." The consent order requires the firm to review foreclosure proceedings conducted by the firm. The firm will also be responsible for monetary sanctions.
Garth R. Peterson, one of Morgan Stanley's highest-ranking real estate executives in China pleaded guilty on April 25 to violating U.S. federal anticorruption laws. He was charged with secretly acquiring millions of dollars' worth of property investments for himself and a Chinese government official. The official steered business to Morgan Stanley.
Morgan Stanley was fined $55,000 by Nasdaq OMX for three separate violations of exchange rules. A Morgan Stanley client algorithm started buying and selling enormous volumes by mistake. Furthermore, after the exchange detected the error, they were unable to contact the employee responsible. Morgan Stanley settled a claim from FINRA and paid restitution together totaling almost $2.4 million. Morgan Stanley was accused of improperly supervising and training financial advisors in the use of non-traditional ETF products. This resulted in inappropriate recommendations to several of its retail brokerage customers.
Morgan Stanley is facing lawsuits and government investigation surrounding the Facebook IPO. It is claimed that Morgan Stanley downgraded their earnings forecasts for the company while conducting the IPO roadshow. Allegedly, they passed this information to only a handful of institutional investors. "The allegations, if true, are a matter of regulatory concern" to FINRA and SEC according to FINRA Chairman Richard Ketchum.
Morgan Stanley agreed to pay a $5 million fine to the Commodity Futures Trading Commission and an additional $1.75 million to CME and the Chicago Board of Trade. Morgan Stanley employees improperly executed fictitious sales in Eurodollar and Treasury Note futures contracts.
On August 7, 2012, it was announced that Morgan Stanley would have to pay $4.8 million in fines in order to settle a price fixing scandal, which has been estimated to have cost New Yorkers $300 million to date. Morgan Stanley has currently made no admission of any wrongdoing; however, the Justice department commented that they hoped this would "send a message to the banking industry".
2014
In February, Morgan Stanley agreed to pay $1.25 billion to the US government, as a penalty for concealing the full risk associated with mortgage securities with the Federal Housing Finance Agency.
In September 2014, Morgan Stanley agreed to pay $95 million to resolve a lawsuit pursued by the Public Employees' Retirement System of Mississippi (MissPERS) and the West Virginia Investment Management Board. Morgan Stanley was accused of misleading investors in mortgage-backed securities.
2015
In May 2015, Morgan Stanley was fined $2 million for short-interest reporting and rule violations for more than six years, by the Financial Industry Regulatory Authority.
In June 2015, the Financial Industry Regulatory Authority announced that it fined Morgan Stanley Smith Barney, LLC (Morgan Stanley) $650,000 for failing to implement reasonable supervisory systems to monitor the transmittal of customer funds to third-party accounts.
2016
February 2016, Morgan Stanley will pay $3.2 billion to strike a settlement with state and federal authorities over Morgan Stanley's creation of mortgage-backed bonds before the financial crisis.
August 2016, Morgan Stanley Hong Kong Securities Ltd., was fined HK$18.5 million ($2.4 million) by Hong Kong's securities regulator, Securities and Futures Commission, for violations of Hong Kong's Code of Conduct. Included was Morgan Stanley's failure to avoid conflict of interest between principal and agency trading.
December 2016, another unit of Morgan Stanley paid $7.5 million to settle customer protection rule violations.
2017
In January 2017, the corporation was fined $13 million due to overbilling and violating investor asset safeguarding custody rules. Morgan Stanley agreed to pay the fine without commenting on the charges.
List of officers and directors
Operating committee
- James P. Gorman: Chairman and Chief Executive Officer
- Jeff Brodsky: Chief Human Resources Officer
- Mark Eichorn: Global Co-Head of Investment Banking
- Eric Grossman: Chief Legal Officer
- Keishi Hotsuki: Chief Risk Officer
- Colm Kelleher: President
- Sam Kellie-Smith: Global Head of Fixed Income
- Thomas Nides: Vice Chairman
- Shelley O'Connor: Co-Head of Wealth Management
- Franck Petitgas: Global Co-Head of Investment Banking
- Ted Pick: Global Head of Sales and Trading
- Jonathan Pruzan: Chief Financial Officer
- Robert Rooney: CEO of Morgan Stanley International and Head of Europe, the Middle East and Africa
- Andy Saperstein: Co-Head of Wealth Management
- Dan Simkowitz: Head of Investment Management
- Clare Woodman: Global Chief Operating Officer of Institutional Securities
Board of directors
- James P. Gorman
- Erskine B. Bowles
- Alistair Darling
- Thomas H. Glocer
- Robert H. Herz
- Nobuyuki Hirano
- Jami Miscik
- Dennis M. Nally
- Hutham S. Olayan
- James W. Owens
- Ryosuke Tamakoshi
- Perry M. Traquina
- Rayford Wilkins, Jr.
Global and other headquarters
The Morgan Stanley world headquarters are located in New York City, the European headquarters are in London and Asia Pacific headquarters are in both Hong Kong and Tokyo.
Notable alumni
- Dan Ammann, President of General Motors Company
- Barton Biggs, Author and Hedge Fund Manager
- Erskine Bowles, Clinton White House Chief of Staff
- Richard A. Debs, Chairman of Carnegie Hall; Middle East power-broker
- Bob Diamond, former Chief Executive Officer, Barclays
- Richard B. Fisher, Chairman of the Board, Rockefeller University and Bard College; member, Trilateral Commission
- Ben Fried, Google CIO
- Eric Gleacher, Founder of Gleacher & Co.
- Nina Godiwalla, Author of Suits: A Woman on Wall Street
- David Grimaldi, Chief Administrative Officer, New Castle County Government
- John Havens, former President, Citigroup, Inc.
- John J. Mack, Chairman of the Board of New York-Presbyterian Hospital
- Mary Meeker, Author and Venture Capitalist
- Eileen Murray, Co-President, Bridgewater Associates
- Stephen A. Oxman, Assistant Secretary of State; Chair, Princeton University Board of Trustees
- Vikram Pandit, former Chief Executive Officer, Citigroup
- Joseph R. Perella, philanthropist; Founder of Perella Weinberg Partners
- Charles E. Phillips, former President of Oracle, Inc.; C.E.O. of Infor
- Ruth Porat, Chief Financial Officer; Alphabet Inc.
- Frank Quattrone, Founder, Qatalyst Group
- Steven Rattner, Private Equity Manager and Commentator
- Stephen S. Roach, Yale University Professor
- Benjamin M. Rosen, Technology Investor; Founder, Compaq
- David E. Shaw, Hedge Fund Manager
- John J. Studzinski, CBE, American-British investment banker and philanthropist
- Andrew Toy, CEO and Co-founder of Divide
- Alexander Trewby, COO and Co-founder of Divide
- Sir David Walker, Chairman, Barclays PLC
- Kevin Warsh, G.W. Bush economic advisor; Member, Federal Reserve Board of Governors
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