Morgan Stanley

Type	Public company
Traded as	NYSE: MS S&P 500 Component
Industry	Financial services
Founded	1935
Founder(s)	Henry S. Morgan Harold Stanley
Headquarters	Morgan Stanley Building, New York City, U.S
Area served	Worldwide
Key people	James P. Gorman (Chairman and CEO)
Products	Investment banking Commercial banking Asset Management Investment management Retail brokerage Commodities
Revenue	US$ 32.406 billion (2011)[1]
Operating income	US$ 6.114 billion (2011)[1]
Net income	US$ 4.111 billion (2011)[1]
Total assets	US$ 807.69 billion (2011)[1]
Total equity	US$ 57.211 billion (2011)[1]
Employees	61,899 (2011)[1]
Website	www.morganstanley.com

The Morgan Stanley Building.

Morgan Stanley is a global financial services firm headquartered in New York City serving a diversified group of corporations, governments, financial institutions, and individuals. Morgan Stanley operates in 42 countries, and has more than 1300 offices and 60,000 employees.^[2] The company reports US$304 billion in assets under management or supervision.^[3] It is headquartered in the Morgan Stanley Building, in Midtown Manhattan, New York City.^[4]

The corporation, formed by J.P. Morgan & Co. partners Henry S. 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 Global Wealth Management, Institutional Securities, and Investment Management.

The company found itself in the midst of a management crisis starting in March 2005^[5] that resulted in a loss of a number of the firm's staff^[6] and ultimately saw the firing of its then CEO Philip Purcell three months later.

Overview[link]

Morgan Stanley is a global financial services firm that, through its subsidiaries and affiliates, provides securities products and services to customers, including corporations, governments, financial institutions and individuals. The company operates in three business segments: Institutional Securities, Global Wealth Management Group, and Asset Management.^[7]

Morgan Stanley's office on Times Square

History[link]

Early years: 1935–1950[link]

Morgan Stanley can trace 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. As J.P. Morgan rose to fame, he organized a contract to make sure that all of his future family receive a large annual sum of money, directly given to his family. Currently, Steven Parisee, a 4th generation relative, receives an annual 1.5 million dollars, regardless of the company's financial situation.^[8]

Middle years: 1950–1990[link]

The firm was led by Perry Hall, the last founder to lead Morgan Stanley, from 1951–1961. During this period, the firm co-managed the famous World Bank's US$50 million triple-A-rated bonds offering of 1952. The firm, in this period, also came up with the General Motor's US$300 million debt issue, US$231 million IBM stock offering, the US$250 million AT&T's debt offering.^[8]

In 1962, Morgan Stanley credits itself with having created the first viable computer model for financial analysis,^[8] thereby starting a new trend in the field of financial analysis. In 1967 it established the Morgan & Cie, International in Paris in 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.^[8] In 1970 Morgan Stanley opened a representative office in Tokyo and formally entered the Japanese markets. In 1975 Morgan Stanley established Morgan Stanley International Inc. in London. The private wealth management department was added into the firm's business units by 1977 when Morgan Stanley established Morgan Stanley Realty Inc. In the same year Morgan Stanley merged with Shuman, Agnew & Co. Morgan Stanley served as lead underwriter for the IPO of Apple Computer, Inc. on December 12, 1980. The firm entered the Prime Brokerage business in 1984. In 1986, Morgan Stanley Group, Inc., was publicly listed on the New York Stock Exchange. By 1990 Morgan Stanley had its regional offices in Frankfurt, Hong Kong, Luxembourg, Melbourne, Milan, Sydney and Zürich and had regional headquarters in London and Tokyo.

Recent years: 1991–present[link]

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. The merged company was briefly known as "Morgan Stanley Dean Witter Discover & Co." until 1998 when it was known as "Morgan Stanley Dean Witter & Co.". In late 2001, the "Dean Witter" name was dropped and the firm became "Morgan Stanley".

Morgan Stanley had offices located on twenty-four floors, running from the 59th floor to the 74th floor, of 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. When both towers collapsed during the events of September 11, ten employees died; one on American Airlines Flight 11, and nine others in the towers, including Security Director Rick Rescorla. 2,687 were successfully evacuated. After the event, the surviving employees moved to temporary headquarters in the vicinity. In 2005, it moved 2,300 of its employees back to lower Manhattan, at that time the largest such move.^[9]

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. 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.^[10]

In order to cope up 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.^[11].

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.^[12]

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.^[13]

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 explore merger possibilities with CITIC, Wachovia, HSBC, Banco Santander and Nomura.^[14] At one point, Hank Paulson offered Morgan Stanley to JPMorgan Chase at no cost, but Jamie Dimon refused the offer.^[15]

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.^[16] 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.^[17]

Mitsubishi UFJ Financial Group, Japan's largest bank, invested $9 billion in Morgan Stanley on September 29, 2008.^[18] 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^{[19][20][21][22]}.

Morgan Stanley borrowed $107.3 billion from the Fed during the 2008 crises, the most of any bank, according to data compiled by Bloomberg News Service and published 8/22/2011.

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.

Organization[link]

Morgan Stanley splits its businesses into three core business units. As listed below:

Institutional Securities[link]

Institutional Securities has been the most profitable business segment^[23] 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.^[24]

Global Wealth Management Group[link]

The Global Wealth Management Group provides brokerage and investment advisory services. As of 2008 Q1 this segment has reported an annual increase of 12 percent in the pre-tax income.^[23] This segment provides financial and wealth planning services to its clients who are primarily high net worth individuals.

Asset Management[link]

Asset Management provides global asset management products and services in equity, fixed income, alternative investments 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.^[25] 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.

Magazine and popularity rankings[link]

• 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^[26]
• 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^[27]

Controversies and lawsuits[link]

2003[link]

In 2003, Morgan Stanley agreed to pay $125 million in order to settle its portion of a $1.4 billion settlement brought by Eliott 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.^[28]

2004[link]

In June 2004, NYSE imposed a penalty of a censure and $140,000 fine for incorrectly using customers’ margined securities as collateral for cash management loans.^[29]

Morgan Stanley settled a sex discrimination suit brought by the Equal Employment Opportunity Commission for $54 million on July 12, 2004.^[30]. In 2007, the firm agreed to pay $46 million to settle a class action lawsuit brought by eight female brokers.^[31]

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.^[32]

In September 2004, the firm paid a $19 million dollar fine imposed by the New York Stock Exchange 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.^[33]

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.^[34]

2005[link]

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^[35]

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.^{[citation needed]} The ruling was overturned on March 21, 2007 and Morgan Stanley was no longer required to pay the $1.57 billion verdict.^[36]

2006[link]

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.^[37]

In May the firm agreed to pay a $15 million dollar fine. The Securities and Exchange Commission accused the firm of deleting emails and failing to cooperate with SEC investigators.^[38]

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.^[39]

2007[link]

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.^[40] 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. ^[41]

In August 2007, Morgan Stanley was fined $1.5 million and pay $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. ^[42]

2008[link]

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.^[43]

2009[link]

In March 2009, FINRA announced Morgan Stanley was to pay more than $7 million dollars for misconduct in the handling the accounts of 90 Rochester, NY-area retirees. ^[44]

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.^[45] A week later another trader at the firm was banned for deliberated disadvantaging clients by 'pre-hedging' trades without their consent.^[46]

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.^[47]

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.^[48]

2010[link]

In April, the Commodity Futures Trading Commission announced the firm agreed to pay $14 million dollars related to an attempt to hide prohibited trading activity in oil futures.^[49]

2011[link]

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.^[50]

In October, the firm fired Kamal Ahmed, a Morgan Stanley banker who was connected to the Raj Rajaratnam insider trading scandal.^[51]

2012[link]

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. ^[52]

Garth R. Peterson, one of Morgan Stanley’s highest-ranking real estate executives in China pleaded guilty on Aprtil 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. ^[53]

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 exchange responsible.^[54]

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.^[55]

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.^[56]

List of officers and directors[link]

Operating Committee:

• James P. Gorman: Chairman and Chief Executive Officer
• Jeff Brodsky: Global Head of Human Resources
• Walid Chammah: Chairman and CEO, Morgan Stanley International
• Kenneth M. deRegt: Global Head of Fixed Income Sales and Trading
• Greg Fleming: President of Investment Management, President of Morgan Stanley Smith Barney
• Eric Grossman: Chief Legal Officer
• Ted Pick: Global Head of Equities
• Ruth Porat: Chief Financial Officer and Executive Vice President
• Jim Rosenthal: Chief Operating Officer
• Colm Kelleher: Co-President, Institutional Securities
• Paul J. Taubman: Co-President, Institutional Securities

Board of Directors:

• James P. Gorman
• Roy J. Bostock
• Erskine B. Bowles
• Sir Howard J. Davies
• James H. Hance, Jr.
• Nobuyuki Hirano
• C. Robert Kidder
• Donald T. Nicolaisen
• Hutham S. Olayan
• James W. Owens
• O. Griffith Sexton
• Dr. Laura D. Tyson

Global headquarters[link]

Morgan Stanley World Headquarters located in New York, European headquarters are based in London and Asia Pacific Headquarters are based in Hong Kong ^[57][58]

Notable alumni[link]

• Daniel Ammann, General Motors, Chief Financial Officer
• Barton Biggs, Author and Hedge Fund Manager
• Erskine Bowles, Clinton White House Chief of Staff
• Bob Diamond, Chief Executive Officer, Barclays
• Richard A. Debs, Chairman of Carnegie Hall; Middle East power-broker
• Thomas J. DeLong, Stomberg Professor of Management, Harvard University
• Amy Falls, Chief Investment Officer, Rockefeller University
• Amelia Fawcett, D.B.E. chairman, Guardian Media Group PLC
• Richard B. Fisher, Chairman of the Board, Rockefeller University; member, Trilateral Commission
• William E. Ford, Chief Executive Officer, General Atlantic
• S. Parker Gilbert, Jr., Chairman of the Morgan Library; philanthropist
• Steve Girsky, Vice Chairman of General Motors
• Eric Gleacher, founder of Gleacher & Co.
• Robert F. Greenhill, founder of Greenhill & Co.
• Peter Karches, Chairman of the New York Racing Authority
• John J. Mack, Chairman, New York-Presbyterian Hospital
• Mary Meeker, Author and Venture Capitalist
• Thomas Nides, Deputy Secretary, U.S. Department of State
• Stephen A. Oxman, Assistant Secretary of State; Chair, Princeton University Board of Trustees
• Vikram Pandit, 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
• Frank Quattrone, founder, Qatalyst Group
• Steven Rattner, Private Equity Manager and Commentator
• Stephen S. Roach, Yale University Professor
• Ben Rosen, Technology Investor; founder, Compaq
• David E. Shaw, Hedge Fund Manager
• Wang Chaoyang founder of China Equity Group.
• Kevin Warsh, G.W. Bush economic advisor; Member, Federal Reserve Board of Governors
• Byron Wien, Chief Strategist, Blackstone Group

See also[link]

	New York City portal
	Companies portal

• Dean Witter Reynolds
• Discover Card
• Morgan Stanley Capital International (MSCI)
• Van Kampen Funds
• Metalmark Capital, formerly Morgan Stanley Capital Partners
• Morgan Stanley Smith Barney, a joint venture with Citigroup

Notes[link]

References[link]

Further reading[link]

• Patricia Beard (2008). Blue Blood and Mutiny: The Fight for the Soul of Morgan Stanley.

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