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An advisor who provides investment banking services in the United States must be a licensed broker-dealer and subject to U. The Dutch East India Company was the first company to issue bonds and shares of stock to the general public. It was also the first publicly traded company , being the first company to be listed on an official stock exchange. The Dutch also helped lay the foundations of the modern practice of investment banking. Investment banking has changed over the years, beginning as a partnership firm focused on underwriting security issuance, i.
In the United States, commercial banking and investment banking were separated by the Glass—Steagall Act, which was repealed in The repeal led to more " universal banks " offering an even greater range of services. Many large commercial banks have therefore developed investment banking divisions through acquisitions and hiring.
After the financial crisis of —08 and the subsequent passage of the Dodd-Frank Act of , regulations have limited certain investment banking operations, notably with the Volcker Rule's restrictions on proprietary trading. The traditional service of underwriting security issues has declined as a percentage of revenue. However, Merrill Lynch was a relatively "retail-focused" firm with a large brokerage network. Investment banking is split into front office , middle office , and back office activities.
Investment banks offer services to both corporations issuing securities and investors buying securities. For corporations, investment bankers offer information on when and how to place their securities on the open market, an activity very important to an investment bank's reputation. Therefore, investment bankers play a very important role in issuing new security offerings.
Front office is generally described as a revenue -generating role. There are two main areas within front office: investment banking and markets. See Financial analyst Investment Banking. The investment banking division IBD is generally divided into industry coverage and product coverage groups. Product coverage groups focus on financial products — such as mergers and acquisitions, leveraged finance , public finance, asset finance and leasing, structured finance, restructuring, equity, and debt issuance.
On behalf of the bank and its clients, a large investment bank's primary function is buying and selling products. Sales is the term for the investment bank's sales force, whose primary job is to call on institutional and high-net-worth investors to suggest trading ideas on a caveat emptor basis and take orders. Sales desks then communicate their clients' orders to the appropriate trading rooms , which can price and execute trades, or structure new products that fit a specific need.
Structuring has been a relatively recent activity as derivatives have come into play, with highly technical and numerate employees working on creating complex structured products which typically offer much greater margins and returns than underlying cash securities. In , investment banks came under pressure as a result of selling complex derivatives contracts to local municipalities in Europe and the US. Ranging from derivatives to specific industries, strategists place companies and industries in a quantitative framework with full consideration of the macroeconomic scene.
This strategy often affects the way the firm will operate in the market, the direction it would like to take in terms of its proprietary and flow positions, the suggestions salespersons give to clients, as well as the way structurers create new products. Banks also undertake risk through proprietary trading , performed by a special set of traders who do not interface with clients and through "principal risk" — risk undertaken by a trader after he buys or sells a product to a client and does not hedge his total exposure.
Banks seek to maximize profitability for a given amount of risk on their balance sheet. Note here that the FRTB framework has underscored the distinction between the " Trading book " and the " Banking book ", i. The necessity for numerical ability in sales and trading has created jobs for physics , computer science , mathematics , and engineering Ph. The securities research division reviews companies and writes reports about their prospects, often with "buy", "hold", or "sell" ratings.
Investment banks typically have sell-side analysts which cover various industries. Their sponsored funds or proprietary trading offices will also have buy-side research. Research also covers credit risk , fixed income , macroeconomics , and quantitative analysis , all of which are used internally and externally to advise clients; alongside "Equity", these may be separate "groups".
The research group s typically provide a key service in terms of advisory and strategy. While the research division may or may not generate revenue based on policies at different banks , its resources are used to assist traders in trading, the sales force in suggesting ideas to customers, and investment bankers by covering their clients. With MiFID II requiring sell-side research teams in banks to charge for research, the business model for research is increasingly becoming revenue-generating.
External rankings of researchers are becoming increasingly important, and banks have started the process of monetizing research publications, client interaction times, meetings with clients etc. There is a potential conflict of interest between the investment bank and its analysis, in that published analysis can impact the performance of a security in the secondary markets or an initial public offering or influence the relationship between the banker and its corporate clients, thereby affecting the bank's profitability.
This area of the bank includes treasury management , internal controls such as Risk , and internal corporate strategy. Corporate treasury is responsible for an investment bank's funding, capital structure management, and liquidity risk monitoring. Internal control tracks and analyzes the capital flows of the firm, the finance division is the principal adviser to senior management on essential areas such as controlling the firm's global risk exposure and the profitability and structure of the firm's various businesses via dedicated trading desk product control teams.
In the United States and United Kingdom, a comptroller or financial controller is a senior position, often reporting to the chief financial officer. Risk management involves analyzing the market and credit risk that an investment bank or its clients take onto their balance sheet during transactions or trades. Middle office "Credit Risk" focuses around capital markets activities, such as syndicated loans , bond issuance, restructuring , and leveraged finance.
These are not considered "front office" as they tend not to be client-facing and rather 'control' banking functions from taking too much risk. Other Middle office risk groups include country risk, operational risk, and counterparty risks which may or may not exist on a bank to bank basis.
Front office risk teams, on the other hand, engage in revenue-generating activities involving debt structuring, restructuring, syndicated loans , and securitization for clients such as corporates, governments, and hedge funds. Here "Credit Risk Solutions", are a key part of capital market transactions, involving debt structuring , exit financing, loan amendment, project finance , leveraged buy-outs , and sometimes portfolio hedging.
The "Market Risk Team" provides services to investors via derivative solutions, portfolio management [ disambiguation needed ] , portfolio consulting, and risk advisory. Morgan's Blythe Masters during the s. The Loan Risk Solutions group  within Barclays' investment banking division and Risk Management and Financing group  housed in Goldman Sach's securities division are client-driven franchises.
Note, however, that risk management groups such as credit risk, operational risk, internal risk control, and legal risk are restrained to internal business functions — including firm balance-sheet risk analysis and assigning the trading cap — that are independent of client needs, even though these groups may be responsible for deal approval that directly affects capital market activities.
Similarly, the Internal corporate strategy group, tackling firm management and profit strategy, unlike corporate strategy groups that advise clients, is non-revenue regenerating yet a key functional role within investment banks. This list is not a comprehensive summary of all middle-office functions within an investment bank, as specific desks within front and back offices may participate in internal functions.
The back office data-checks trades that have been conducted, ensuring that they are not wrong, and transacts the required transfers. Many banks have outsourced operations. It is, however, a critical part of the bank. Every major investment bank has considerable amounts of in-house software , created by the technology team, who are also responsible for technical support.
Technology has changed considerably in the last few years as more sales and trading desks are using electronic trading. Some trades are initiated by complex algorithms for hedging purposes. Firms are responsible for compliance with local and foreign government regulations and internal regulations.
There are various trade associations throughout the world which represent the industry in lobbying , facilitate industry standards, and publish statistics. In the securities industry in China , the Securities Association of China is a self-regulatory organization whose members are largely investment banks. The majority of the world's largest Bulge Bracket investment banks and their investment managers are headquartered in New York and are also important participants in other financial centers.
Revenues have been affected by the introduction of new products with higher margins ; however, these innovations are often copied quickly by competing banks, pushing down trading margins. For example, brokerages commissions for bond and equity trading is a commodity business, but structuring and trading derivatives have higher margins because each over-the-counter contract has to be uniquely structured and could involve complex pay-off and risk profiles.
Such transactions are privately negotiated between companies and accredited investors. Banks also earned revenue by securitizing debt, particularly mortgage debt prior to the financial crisis. Investment banks have become concerned that lenders are securitizing in-house, driving the investment banks to pursue vertical integration by becoming lenders, which is allowed in the United States since the repeal of the Glass—Steagall Act in Mergers and acquisitions and capital markets are also often covered by The Wall Street Journal and Bloomberg.
The financial crisis of — led to the collapse of several notable investment banks, such as the bankruptcy of Lehman Brothers one of the largest investment banks in the world and the hurried sale of Merrill Lynch and the much smaller Bear Stearns to much larger banks, which effectively rescued them from bankruptcy. The entire financial services industry, including numerous investment banks, was rescued by government loans through the Troubled Asset Relief Program TARP.
Surviving U. The crisis led to questioning of the business model of the investment bank  without the regulation imposed on it by Glass—Steagall. After deregulation, those standards were gone, but small investors did not grasp the full impact of the change.
A number of former Goldman Sachs top executives, such as Henry Paulson and Ed Liddy were in high-level positions in government and oversaw the controversial taxpayer-funded bank bailout. The investment banking industry, and many individual investment banks, have come under criticism for a variety of reasons, including perceived conflicts of interest, overly large pay packages, cartel-like or oligopolistic behavior, taking both sides in transactions, and more. Conflicts of interest may arise between different parts of a bank, creating the potential for market manipulation , according to critics.
Authorities that regulate investment banking, such as the Financial Conduct Authority FCA in the United Kingdom and the SEC in the United States, require that banks impose a "Chinese wall" to prevent communication between investment banking on one side and equity research and trading on the other.
However, critics say such a barrier does not always exist in practice. Independent advisory firms that exclusively provide corporate finance advice argue that their advice is not conflicted, unlike bulge bracket banks. Conflicts of interest often arise in relation to investment banks' equity research units, which have long been part of the industry.
A common practice is for equity analysts to initiate coverage of a company in order to develop relationships that lead to highly profitable investment banking business. In the s, many equity researchers allegedly traded positive stock ratings for investment banking business. Alternatively, companies may threaten to divert investment banking business to competitors unless their stock was rated favorably.
Laws were passed to criminalize such acts, and increased pressure from regulators and a series of lawsuits, settlements, and prosecutions curbed this business to a large extent following the stock market tumble after the dot-com bubble.
Philip Augar , author of The Greed Merchants , said in an interview that, "You cannot simultaneously serve the interest of issuer clients and investing clients. Shortfalls or overpayments on the cost allocation from previous cost allocation years must also be added or deducted, as appropriate, on a category basis section 16c of the FinDAG. When the costs for the particular area of supervision have been established, these costs are apportioned within the individual areas. To this end, the FinDAG provides a finely-structured apportionment system.
It makes allowances for the financial capacity of the undertakings subject to supervision and is intended not to impose a disproportionate cost burden on them. We should like to point out here that you, as an undertaking subject to supervision, may also in principle be liable for the allocation amounts of more than one area of supervision section 16d sentence 2 of the FinDAG.
It is therefore possible, for example, for credit and financial services institutions to be subject to cost allocations for both the "Banking and other financial services" and the "Securities trading" areas of supervision. Insurance undertakings may at the same time also act as issuers and thus be subject to cost allocations for both the "Insurance" and "Securities trading" areas of supervision.
In the area of supervision "Banking and other financial services", credit institutions, financial services institutions, payment institutions, asset management companies, externally managed UCITS investment stock corporations, liquidation institutions under federal law as well as undertakings domiciled abroad but with branches in Germany section 53 1 sentence 1 of the KWG must pay the allocation amounts section 16d in conjunction with section 16e of the FinDAG.
In order that the individual categories of institutions only bear the costs attributable to them, within the area of supervision the costs are recorded according to the following categories:. Costs that are not directly attributable to one of these categories but are attributable to the area of supervision are also recorded separately and apportioned among the categories within the scope of an overheads cost allocation. The cost allocation liability is for the cost allocation year in which an undertaking subject to cost allocation was subject to supervision by BaFin under the relevant supervisory legislation e.
The start- and end-point of the authorisation are decisive here. However, the cost allocation liability exists even if the conditions were not met during the whole year section 16e 4 of the FinDAG. In this case, the cost allocation liability is calculated on a pro rata basis according to the number of months or the assessment base is calculated on a pro rata basis section 16f 2 no.
In order to be able to apportion costs, there must be an assessment base. This is defined in section 16f 1 no. For credit and financial services institutions, payment institutions as well as liquidation institutions, the assessment base is the ratio of the balance sheet total of the individual undertaking subject to the cost allocation to the aggregate total of the balance sheet totals of all undertakings subject to the cost allocation in the category section 16f 1 no.
With the exception of the liquidation institutions, it is the balance sheet figures for the financial year preceding the cost allocation year that are relevant. This means that for cost allocation year , for example, the balance sheet figures for are used. In the case of the liquidation institutions, it is the balance sheet for the financial year ending in the cost allocation year that is relevant.
If certain conditions are met, BaFin also bases the calculation of the assessment base on a different balance sheet total. Section 16f 2 sentence 1 of the FinDAG lists six cases in which the assessment base can be reduced. In the first four of the aforementioned cases the balance sheet total will be reduced only at the request of the undertaking subject to the cost allocation. To that end, the relevant conditions must be substantiated by appropriate documentary evidence by no later than 1 June of the year following the cost allocation year.
Grounds that are presented late will not be taken into account. This means that any application for a reduction in respect of cost allocation year must have been received by BaFin by 1 June Apart from that, institutions under supervision have to notify BaFin of their balance sheet totals — certified by auditors — by 30 June of the year following the cost allocation year section 16f 4 of the FinDAG.
Otherwise, BaFin will estimate the balance sheet total and set the cost allocation amount on the basis of the estimated data section 16f 5 of the FinDAG. However, BaFin may, upon request, also grant an extension of up to one month.
In the case of asset management companies and externally managed UCITS investment stock corporations, the assessment base is the value of the investment funds managed by the asset management companies and the assets managed and invested by externally managed UCITS investment stock corporations for collective investment. The sum total of the values for the individual undertaking subject to the cost allocation is placed in proportion to the aggregate amount of the value attributable to all undertakings subject to the cost allocation section 16f 1 no.
The supervised undertakings will in any event have to pay particular minimum amounts, however. For the supervisory area "Banking and other financial services", the following minimum amounts laid down in section 16g 1 of the FinDAG apply:. Under certain conditions, these minimum amounts can be raised further. This affects, however, only those financial services institutions and securities trading banks referred to in section 16g 1 sentence 1 nos.
In the "Insurance" area of supervision the cost allocation amounts are payable by all insurance undertakings and Pensionfonds subject to cost allocation section 16h 1 of the FinDAG. The liability to cost allocation exists for the cost allocation year in which an undertaking subject to cost allocation was under the supervision of BaFin pursuant to the VAG and had an authorisation from BaFin section 16h 1 sentence 2 of the FinDAG. The liability to cost allocation exists even if the conditions were not met during the whole year.
Here, too, BaFin apportions the costs on the basis of an assessment base. For insurance undertakings the assessment base is determined in accordance with section 16h 2 of the FinDAG. The calculation is based on the ratio of the gross premium income earned by the individual undertaking subject to the cost allocation to the aggregate amount of gross premium income of all undertakings subject to the cost allocation.
The same also applies, mutatis mutandis, for Pensionsfonds in respect of Pensionsfonds contributions and beneficiaries. If the conditions were not met for the whole year, the assessment base is to be calculated on a pro rata basis according to the number of months section 16h 3 of the FinDAG. The cost allocation parameters for the "Securities trading" area of supervision are defined in sections 16i and 16j of the FinDAG. In the category of investment services enterprises and investment managers, enterprises within the meaning of section 2 4 of the WpHG and such institutions and enterprises to which section 2 3 sentence 3 of the WpHG applies are subject to cost allocation.
In the category of issuers, issuers domiciled in Germany whose securities are admitted to trading on a German stock exchange or are traded on the regulated unofficial market Freiverkehr are subject to cost allocation. An enterprise can be subject to cost allocation in more than one category. The allocation amounts for the individual issuers depend on the transactions in securities admitted to trading or included in the regulated unofficial market and which have been reported under section 9 of the WpHG.
In the category of investment services enterprises and investment managers, it is net income which constitutes the assessment base. In order to determine the allocation amount for the individual enterprise, the enterprise's net income is placed in proportion to the total net income for all investment services enterprises and investment managers.
In each case, the income which the enterprise generated in the year prior to the allocation year is taken as a basis. When calculating in autumn the allocation for the allocation year , for instance, it is the income from the year that is considered section 16j 1 of the FinDAG. The assessment base was supplemented by a provision on the voluntary reporting of deductible items section 16j 2 of the FinDAG.
Enterprises can request, for example, that net income from payments or from the broking of credit, savings, Bauspar and insurance contracts are removed from the calculation section 16j 2 sentence 1 of the FinDAG. If enterprises wish to take advantage of this option for allocation year , they must submit by 1 February corresponding applications to BaFin requesting a reduction of their calculable income for the year BaFin only considers these requests if the deductible items amount to more than one-fifth of the fee and commission income and the enterprise can prove by way of suitable documentation that it meets this condition.
It should be borne in mind that credit institutions and insurance undertakings frequently also act as issuers on the securities trading market. It regularly follows from this that credit institutions, for example, are subject to cost allocation both for the "Banking and other financial services" area of supervision as well as for the "Securities trading" area of supervision as investment services enterprises and as issuers. When calculating income relevant from the point of view of cost allocation, enterprises subject to cost allocation in the category of investment services enterprises and investment managers may submit an application to have the following items deducted from their fee and commission income section 16j 2 of the FinDAG :.
For enterprises subject to cost allocation in the category of investment services enterprises and investment managers which were not subject to cost allocation for the whole year, in derogation from section 16j 1 and 2 of the FinDAG that fraction of their income will be considered which corresponds to the ratio of the months commenced in which the liability to cost allocation existed to the number of months in the cost allocation year section 16j 3 of the FinDAG.
For all enterprises subject to cost allocation in the "Securities trading" area of supervision, the minimum cost allocation amount is EUR section 16j 6 of the FinDAG. As soon as the German Federal Ministry of Finance has approved the budget, BaFin fixes advance payments on the cost allocation amounts for this cost allocation year cf. So that the cost allocation amounts can be apportioned first to the various areas of supervision and then to the individual enterprises, the ratios of the last invoiced cost allocation year will be taken as the basis in the first instance.
Should it later emerge that the cost allocation amount finally set has resulted in overpayments, these will be refunded. Supervised enterprises must make good any shortfalls subsequently. In order to finance financial reporting enforcement costs, BaFin uses the cost allocation procedure of advance payments and billing described above. However, the advance payment amount calculated in each case has to be paid by the enterprises concerned in one amount to BaFin by 15 December.
As became clear over the course of this article, supervised undertakings face costs of many different types. Here, a distinction must be made between costs incurred on the basis of BaFin's supervision of an undertaking fees, separate reimbursements and cost allocations and other costs. These are the so-called "costs in the wider sense", which are incurred through the execution of enforcement measures or administrative fines as well as through costs for auditors or deposit protection schemes.
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