Investment Banking Compliance
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ESG Considerations for Securitized Fixed Income Notes
ESG Considerations for Securitized Fixed Neil Hohmann, PhD Managing Director Income Notes Head of Structured Products BBH Investment Management [email protected] +1.212.493.8017 Executive Summary Securitized assets make up over a quarter of the U.S. corporations since 2010, we find median price declines fixed income markets,1 yet assessments of environmental, for equity of those companies of -16%, and -3% median social, and governance (ESG) risks related to this sizable declines for their corporate bonds.3 Yet, the median price segment of the bond market are notably lacking. decline for securitized notes during these periods is 0% – securitized notes are as likely to climb in price as they are The purpose of this study is to bring securitized notes to fall in price, through these incidents. This should not be squarely into the realm of responsible investing through the surprising – securitizations are designed to insulate inves- development of a specialized ESG evaluation framework tors from corporate distress. They have a senior security for securitizations. To date, securitization has been notably interest in collateral, ring-fenced legal structures and absent from responsible investing discussions, probably further structural protections – all of which limit their owing to the variety of securitization types, their structural linkage to the originating company. However, we find that complexities and limited knowledge of the sector. Manag- a few securitization asset types, including whole business ers seem to either exclude securitizations from ESG securitizations and RMBS, can still bear substantial ESG assessment or lump them into their corporate exposures. risk. A specialized framework for securitizations is needed. -
Assessing the Effectiveness and Impact of Central Bank and Supervisory Policies in Greening the Financial System
INSPIRE Theme 6 Assessing the effectiveness and impact of central bank and supervisory policies in greening the financial system Overview of the projects funded under the third call for research proposals September 2020 PROJECT Energy transition intersectoral dependencies under different monetary and supervisory policy scenarios Moutaz Altaghlibi a and Rens van Tilberga a Sustainable Finance Lab, Utrecht University, The Netherlands As we transition our economies to a low carbon path, climate related transition risks to the financial sector pose a challenge to policy makers in their policy design. The unprecedented climate challenge requires the use and the development of new tools in order to quantify these risks and investigate the role of different policies to steer the transition in the right direction. Central banks and financial regulators can play an essential role in facilitating a successful transition by directing the funds needed to achieve this transition in the right direction and in a timely manner. However, any intervention by central banks should be evaluated across sectors and across scenarios in order to guarantee the effectiveness, efficiency and coherence with fiscal policies. Our methodology is scenario analysis based on a Computable General Equilibrium (CGE) model. Our CGE model allows us to capture feedback loops across sectors, along with tracking the change in prices and quantities following an exogenous change in policies, technologies, or consumer preferences. Moreover, in order to capture both risks and opportunities associated to the transition process, our model distinguishes between green and grey sub-sectors. It also uses sector-specific capital stocks which allows us to differentiate the cost of capital across sectors/scenarios. -
Initial Public Offerings
November 2017 Initial Public Offerings An Issuer’s Guide (US Edition) Contents INTRODUCTION 1 What Are the Potential Benefits of Conducting an IPO? 1 What Are the Potential Costs and Other Potential Downsides of Conducting an IPO? 1 Is Your Company Ready for an IPO? 2 GETTING READY 3 Are Changes Needed in the Company’s Capital Structure or Relationships with Its Key Stockholders or Other Related Parties? 3 What Is the Right Corporate Governance Structure for the Company Post-IPO? 5 Are the Company’s Existing Financial Statements Suitable? 6 Are the Company’s Pre-IPO Equity Awards Problematic? 6 How Should Investor Relations Be Handled? 7 Which Securities Exchange to List On? 8 OFFER STRUCTURE 9 Offer Size 9 Primary vs. Secondary Shares 9 Allocation—Institutional vs. Retail 9 KEY DOCUMENTS 11 Registration Statement 11 Form 8-A – Exchange Act Registration Statement 19 Underwriting Agreement 20 Lock-Up Agreements 21 Legal Opinions and Negative Assurance Letters 22 Comfort Letters 22 Engagement Letter with the Underwriters 23 KEY PARTIES 24 Issuer 24 Selling Stockholders 24 Management of the Issuer 24 Auditors 24 Underwriters 24 Legal Advisers 25 Other Parties 25 i Initial Public Offerings THE IPO PROCESS 26 Organizational or “Kick-Off” Meeting 26 The Due Diligence Review 26 Drafting Responsibility and Drafting Sessions 27 Filing with the SEC, FINRA, a Securities Exchange and the State Securities Commissions 27 SEC Review 29 Book-Building and Roadshow 30 Price Determination 30 Allocation and Settlement or Closing 31 Publicity Considerations -
Business Strategy
Corporate Summary Executive Messages Business Strategy Summary of the Daiwa Securities Group’s Medium-Term Management Plan Business “Passion for the Best” 2014 14 Strategy Interview with the CEO 16 Message from the COO 20 Management Systems At a Glance 22 Retail Division 24 Wholesale Division 26 Asset Management Division 28 Investment Division 30 IT/Think Tank Division 31 Financial Section Other Information Daiwa Securities Group Annual Report 2013 13 Summary of the Daiwa Securities Group’s Medium-Term Management Plan “Passion for the Best” 2014 Daiwa Securities Group Management Vision • To become Asia’s leading financial services firm possessing and leveraging a solid business platform in Japan • Establish a robust business structure capable of securing profit even under stressful economic conditions Daiwa Securities Group Basic Management Policy • Achieve sustainable growth by linking Japan and the growth of Asia Outline of Medium-Term Management Plan • Establish a robust business structure immune to the external environment and aspire to achieve sound growth based on a new growth strategy “Passion for the Best” 2014 Milestones FY2012 Turnaround FY2013 Growth Management Targets Consolidated Ordinary Income [Initial FY] Return to Profitability Basic Policy I: Return to profitability by pursuing management efficiencies (Focus of execution in the first fiscal year) R Steadily implement the plan to reduce SG&A R Realize greater organizational efficiencies by shifting personnel from the middle and back offices to the front divisions Basic -
Are Universal Banks Better Underwriters? Evidence from the Last Days of the Glass-Steagall Act
A Service of Leibniz-Informationszentrum econstor Wirtschaft Leibniz Information Centre Make Your Publications Visible. zbw for Economics Focarelli, Dario; Marqués-Ibáñez, David; Pozzolo, Alberto Franco Working Paper Are universal banks better underwriters? Evidence from the last days of the Glass-Steagall Act ECB Working Paper, No. 1287 Provided in Cooperation with: European Central Bank (ECB) Suggested Citation: Focarelli, Dario; Marqués-Ibáñez, David; Pozzolo, Alberto Franco (2011) : Are universal banks better underwriters? Evidence from the last days of the Glass-Steagall Act, ECB Working Paper, No. 1287, European Central Bank (ECB), Frankfurt a. M. This Version is available at: http://hdl.handle.net/10419/153721 Standard-Nutzungsbedingungen: Terms of use: Die Dokumente auf EconStor dürfen zu eigenen wissenschaftlichen Documents in EconStor may be saved and copied for your Zwecken und zum Privatgebrauch gespeichert und kopiert werden. personal and scholarly purposes. Sie dürfen die Dokumente nicht für öffentliche oder kommerzielle You are not to copy documents for public or commercial Zwecke vervielfältigen, öffentlich ausstellen, öffentlich zugänglich purposes, to exhibit the documents publicly, to make them machen, vertreiben oder anderweitig nutzen. publicly available on the internet, or to distribute or otherwise use the documents in public. Sofern die Verfasser die Dokumente unter Open-Content-Lizenzen (insbesondere CC-Lizenzen) zur Verfügung gestellt haben sollten, If the documents have been made available under an Open gelten -
The Technical Interview Guide to Investment Banking
k Trim Size: 7in x 10in Pignataro ffirs.tex V1 - 01/10/2017 5:21pm Pagei The Technical Interview Guide to Investment Banking k k k k Trim Size: 7in x 10in Pignataro ffirs.tex V1 - 01/10/2017 5:21pm Page ii The Wiley Finance series contains books written specifically for finance and investment professionals as well as sophisticated individual investors and their financial advisors. Book topics range from portfolio management to e-commerce, risk management, finan- cial engineering, valuation and financial instrument analysis, as well as much more. For a list of available titles, visit our Web site at www.WileyFinance.com. Founded in 1807, John Wiley & Sons is the oldest independent publishing company in the United States. With offices in North America, Europe, Australia and Asia, Wiley is globally committed to developing and marketing print and electronic products and services for our customers’ professional and personal knowledge and understanding. k k k k Trim Size: 7in x 10in Pignataro ffirs.tex V1 - 01/10/2017 5:21pm Page iii The Technical Interview Guide to Investment Banking PAUL PIGNATARO k k k k Trim Size: 7in x 10in Pignataro ffirs.tex V1 - 01/10/2017 5:21pm Page iv Copyright © 2017 by Paul Pignataro. All rights reserved. Published by John Wiley & Sons, Inc., Hoboken, New Jersey. Published simultaneously in Canada. No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording, scanning, or otherwise, except as permitted under Section 107 or 108 of the 1976 United States Copyright Act, without either the prior written permission of the Publisher, or authorization through payment of the appropriate per-copy fee to the Copyright Clearance Center, Inc., 222 Rosewood Drive, Danvers, MA 01923, (978) 750–8400, fax (978) 646–8600, or on the Web at www.copyright.com. -
Copyrighted Material
Index A general business overview, 153 Accounting, introduction to, 56–58 management’s discussion and financial, 56 analysis (MD&A), 153–154 generally accepted accounting Apple Inc. principles (GAAP), 57–58 Income statement example, 68 managerial, 57 balance sheet example, 81–83 tax, 56–57 statement of cash flows example, Accounts payable (AP), 73–74 86–87 days, 168–169 Asset managers, 106–107 Accounts receivable (AR), 70 Asset management, 7 days, 168 Asset purchase, 301–302 Accretion/dilution analysis, 311–319 Assets, 69–72 impact of P/E ratios on, 318–319 current, 70–71 Accrual basis of accounting, 59–60 accounts receivable (AR), 70 Accrued expenses, 74 cash and equivalents, 70 Acquisition comps, 211–214 inventories, 70 selecting, 211–212 prepaid expenses, 71 criteria for, 211–212 noncurrent (long-term), 71–72 sources for, 211 intangible, 72 spreading and normalizing, 212–214 property, plant, and equipment Activity ratios, 167–169 (PP&E), 71–72 accounts payable days, 168–169 Associates, 24–25, 39–40, 45 accounts receivable days, 168 compensation, 45 days sales of inventory, 168 exit opportunities for, 46–47 inventory turnover, 168 Amortization, 314–315 B Analysis at various prices (AVP), Balance sheet, 69–83, 90–99, 275–281, 320–321 336–340 Analysts, 23–24,COPYRIGHTED 39, 44 assets, MATERIAL 69–72 compensation, 44 current, 70–71 exit opportunities for, 46 noncurrent (long-term), 71–72 Annual report (SEC Schedule 10-K), consolidation and noncontrolling 149–150, 152–155 interest, 81 cover, 152–153 deferred tax assets and liabilities, -
Investment Banking and Security Market Development: Does Finance
Investment Banking and Security Market Development: Does Finance Follow Industry?∗ Bharat N. Anand† Alexander Galetovic‡ Harvard University Universidad de Chile February 2001 Abstract This paper looks at the industrial organization of the investment banking industry. Long- term relationships between business firms and investment banks are pervasive in developed security markets. A vast literature argues that better monitoring and information result from relationships. Thus, security markets should allocate resources better when an investment bank- ing industry exists. We study necessary conditions for sustainable relationships and then explore whether policy can do something to foster them. We argue that the structure of investment banking is determined by the economics of the technology of relationships: (i) Sunk set up cost to establish a relationship. (ii) The firm pays the investment bank only when it does a deal. (iii) To a significant degree the investment bank cannot prevent other banks from free riding on the information created by the relationship. Then: (a) Relationships can emerge in equilibrium only if the industry is an oligopoly of large investment banks with similar market shares. (b) Relationships are for large firms–small firms are rationed out of relationships by investment banks. (c) Scale economies due to entry costs are irrelevant when the market is large but can prevent an industry from emerging when the market is small. While policy can probably remove obstacles that increase the costs of relationships, the size- distribution of business firms determines whether an investment banking industry is feasible: it will not emerge if large firms are few. In this sense, “finance follows industry.” Large firms can escape this limitation by listing in foreign developed security markets. -
Deutsche Bank Securities Complaint
UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK SECURITIES AND EXCHANGE COMMISSION, 450 Fifth Street, N.W. Washington, D.C. 20549-0801, Plain tiff, COMPLAINT - against - DEUTSCHE BANK SECURITIES INC., 31 West 52nd Street New York, New York 10019, Defendant. Plaintiff Securities and Exchange Commission (the "Commission" or "SEC") alleges: NATURE OF THE ACTION 1. The Commission brings this action against defendant Deutsche Bank Securities Inc. ("Deutsche Bank" or "Defendant") to redress Deutsche Bank's violations of the Securities Act of 1933 ("Securities Act"), the Securities Exchange Act of 1934 ("Exchange Act"), and rules of NASD Inc. ("NASD") and the New York Stock Exchange, Inc. ("NYSE"). 2. From July 1999 through June 2001 (the "relevant period"), Deutsche Bank engaged in acts and practices that created and/or maintained inappropriate.influence by investment banking over research analysts, thereby creating conflicts of interest for its research analysts. Deutsche Bank failed to manage these conflicts in an adequate manner. During this time period, Deutsche Bank offered research coverage in order to gain investment banking business and receive investment banking fees. It also received over $1 million from other investment banks to provide research coverage of their investment banking clients, and made payments of approxiniately $10 million to other securities finns primarily for research coverage for its investment banking clients. In addition, Deutsche Bank compensated its research analysts based in part upon their contributions to Deutsche Bank's investment banking business. These relationships and activities constituted substantial conflicts of interest for Deutsche Bank's research analysts. 3. Deutsche Bank failed to establish and maintain adequate policies and procedures reasonably designed to manage these conflicts of interest. -
Timken.Com: Board of Directors General Policies and Procedures
2019 EXHIBIT A THE TIMKEN COMPANY BOARD OF DIRECTORS GENERAL POLICIES AND PROCEDURES The primary duty of the Board of Directors (the “Board”) is to promote the best interests of the Company through overseeing the management of the Company’s business and affairs. In doing so, the directors must consider the interests of the Company’s shareholders. These guidelines have been adopted to facilitate execution of this responsibility and will be reviewed annually by the Nominating and Corporate Governance Committee of the Board. Director Responsibilities In discharging their obligations, directors are entitled to rely on the honesty and integrity of the Company’s senior executives and its outside advisors and auditors. Board members are expected to review meeting materials in advance, to attend and participate in all Board meetings and meetings of Board committees on which they serve and to devote the time necessary to discharge their responsibilities appropriately. Directors are required to abide by the Company’s Standards of Business Ethics Policy. The Nominating and Corporate Governance Committee will oversee an annual self-evaluation of the Board to determine whether it and its committees are functioning effectively. Director Selection Selection of Nominees. The Nominating and Corporate Governance Committee is responsible for recommending candidates for Board membership to the Board. General criteria for nomination of director candidates include, but are not limited to, the highest standards of integrity and ethical behavior, the ability to provide wise and informed guidance to management, a willingness to pursue thoughtful, objective inquiry on important issues before the Company, and a range of experience and knowledge commensurate with the Company’s needs as well as the expectations of knowledgeable investors. -
FINANCIAL MODELING, INTERVIEW PREP, and TECHNICAL SKILLS DEVELOPMENT 1 Bridging the Gap: Financial Modeling, Interview Prep, and Technical Skills Development
BRIDGING THE GAP: FINANCIAL MODELING, INTERVIEW PREP, AND TECHNICAL SKILLS DEVELOPMENT 1 Bridging the Gap: Financial Modeling, Interview Prep, and Technical Skills Development Training programs for post-secondary students seeking roles in business and corporate finance EXPERTS IN FINANCIAL MODELING TRAINING [email protected] · +1 416 583 1802 WWW.MARQUEEGROUP.CA BRIDGING THE GAP: FINANCIAL MODELING, INTERVIEW PREP, AND TECHNICAL SKILLS DEVELOPMENT 2 About The Marquee Group Our Clients We believe that spreadsheet- based financial models are For several years, Marquee has led the annual the most important tools in training programs at numerous investment modern finance. Using our banks, pension funds and commercial banks. framework and discipline We have taught thousands of professionals all to develop best-in-class, across Canada, the United States, the United user-friendly models, we Kingdom, Mexico, Australia and China. help students and finance The following table highlights some of our professionals turn their models major clients: into powerful communication tools that lead to better, more UNIVERSITIES effective decisions. Acadia University Saint Mary’s University Brandeis University U of T - Rotman The Marquee Group is the only Dalhousie - Rowe UBC dedicated financial modeling firm HEC Waterloo in Canada. For over a decade, our McGill - Desautels Western - Ivey business has delivered what has McMaster - DeGroote York - Schulich become the industry standard Queen’s - Smith in financial modeling, training, SOCIETIES FINANCIAL consulting -
Investment Banks, Scope, and Unavoidable Conflicts of Interest
Investment Banks, Scope, and Unavoidable Conflicts of Interest ERIK SIRRI The author is a professor of finance and holder of the Walter H. Carpenter Chair at Babson College in Wellesley, Massachusetts. He thanks Jennifer Bethel and Laurie Krigman for helpful discussions. This paper was presented at the Atlanta Fed’s 2004 Financial Markets Conference, “Wall Street Against the Wall: Transparency and Conflicts of Interest.” There are certain sweet-smelling sugar-coated lies current in the world which all politic men have apparently tacitly conspired together to support and perpetuate. One of these is, that there is such a thing in the world as independence: independence of thought, indepen- dence of opinion, independence of action. Another is that the world loves to see independence—admires it, applauds it. —Mark Twain1 he investment banking community has tomers access to the research products of at least recently been the object of scorn, both three independent research firms for five years. on the regulatory front and in the press. These conflicts of interest are nothing new, and Critics have alleged a distinct lack of their existence was widely known throughout the independence in banks’ behavior and financial community. The conflicts are a consequence policies with regard to the objective- of the function of investment banks, which interme- nessT and independence of the research reports and diate the interaction between issuers and investors analyst recommendations. Retail investors, institu- in capital markets. Why the issue came to the fore tional investors, federal and state regulators, and in the last few years is debatable, but certainly con- Congress have expressed outrage over the conflicts tributing factors include the sharp market decline of interest that can exist in these large banks.