Litigation Release No. 18114 / April 28, 2003

Securities and Exchange Commission v. J.P. Morgan Securities Inc., 03 CV 2939 (WHP) (S.D.N.Y.)


The Securities and Exchange Commission announced today that it has settled charges against J.P. Morgan Securities Inc., a New York-based brokerage firm and investment bank, arising from an investigation of research analyst conflicts of interest. This settlement, and settlements with nine other brokerage firms, are part of the global settlement the firms have reached with the Commission, NASD, Inc., the New York Stock Exchange, Inc. ("NYSE"), the New York Attorney General, and other state regulators. As part of the settlement, J.P. Morgan has agreed to pay

$25 million as disgorgement and an additional $25 million in penalties. One-half of the total of these payments - $25 million - will be paid in connection with the SEC action and related proceedings by the NASD and NYSE and will be placed into a distribution fund for the benefit of customers of the firm. The remainder will be paid to resolve related proceedings by state regulators. In the SEC action, J.P. Morgan has agreed to a federal court order that will enjoin the firm from future violations of NASD and NYSE rules and require the firm to make changes in the operations of its equity research and investment banking departments. In addition, J.P. Morgan will pay, over five years, $25 million to provide the firm's clients with independent research, and $5 million to be used for investor education.

In connection with this matter, the Commission today filed a Complaint against J.P. Morgan in the U.S. District Court for the Southern District of New York, alleging violations of NASD and NYSE rules. According to the Commission's Complaint, from at least July 1999 through June 2001, research analysts at J.P. Morgan were subject to inappropriate influence by investment banking at the firm. The Complaint also alleges that J.P. Morgan made payments to other firms for those firms to publish research on J.P. Morgan's underwriting clients without ensuring that such payments were disclosed and failed to maintain appropriate supervision over its research and investment banking operations.

Specifically, the Commission's Complaint alleges that:

  • J.P. Morgan compensated its analysts based at least in part upon their contributions to the firm's investment banking efforts. Investment bankers reviewed analysts as part of the analysts' formal evaluation process. For a period of time in 2000, the head of research at J.P. Morgan reported both to the head of equities and to the head of investment banking. During this same period, analysts at one of J.P. Morgan's predecessor firms, Chase H&Q, were organized into groups called "sub-pods" that reported to investment bankers regarding investment banking activities.

  • Investment banking concerns influenced analysts' decisions about which firms to cover. Indeed, one of the duties of the head of research was to "work closely with Investment Banking to ensure that research resources are appropriately aligned with identified investment banking opportunities." The following e-mail reflects the investment banking influences in the initiation and maintenance of research coverage as perceived by an individual analyst:

    Given how thoroughly we just got screwed on IRF, [the head of research at J.P. Morgan] is not interested in hearing stories about how if we initiate coverage, then we will be considered for banking business. He wants to hear that the banking business is locked up. We've been screwed too many times . . . . (Emphasis in original.)

  • J.P. Morgan provided certain companies with an informal "warranty" of research coverage in connection with investment banking transactions. In pitches for investment banking business, the firm promised potential clients that it would cover their stocks for a certain period of time (in some cases, 18 months). In certain pitch materials, the firm also implicitly suggested that its analysts would provide favorable coverage after the investment banking transaction.

  • During the relevant time, H&Q and Chase H&Q (two predecessor firms of J.P. Morgan) made seven payments totaling $1.3 million for research issued in conjunction with five underwriting transactions in which the firm was a lead or co-lead manager. The firm made these payments without disclosing or ensuring their disclosure in the offering documents or elsewhere.

  • J.P. Morgan failed to establish and maintain adequate policies, systems, and procedures reasonably designed to ensure the objectivity of its published research.

J.P. Morgan has agreed to settle the Commission's action and has consented, without admitting or denying the allegations of the Complaint, to the entry of a final judgment that, if approved by the court, permanently enjoins J.P. Morgan from violations of NASD and NYSE rules pertaining to just and equitable principles of trade (NASD Rule 2110; NYSE Rules 401 and 476), advertising (NASD Rule 2210; NYSE Rule 472), and supervisory procedures (NASD Rule 3010; NYSE Rule 342). The final judgment also orders the firm to make the payments described above, and provides for the appointment of a fund administrator who, subject to court approval, will formulate and administer a plan of distribution for those monies placed into the distribution fund.

In addition, the final judgment orders J.P. Morgan to implement structural reforms and provide enhanced disclosure to investors, including a broad range of changes relating to the operations of its equity research and investment banking operations. J.P. Morgan has agreed to sever the links between research and investment banking, such that: research and investment banking are physically separated with completely separate reporting lines; analysts' compensation cannot be based directly or indirectly upon investment banking revenues; investment bankers may no longer evaluate analysts; investment bankers will have no role in determining what companies are covered by the analysts; and research analysts will be prohibited from participating in efforts to solicit investment banking business, including pitches and roadshows. In addition, J.P. Morgan must disclose on the first page of each research report whether the firm does or seeks to do investment banking business with that issuer, and when J.P. Morgan decides to terminate coverage of an issuer, J.P. Morgan must issue a final research report discussing the reasons for the termination. Each quarter, J.P. Morgan also will publish on its website a chart showing its analysts' performance, including each analyst's name, ratings, price targets, and earnings per share forecasts for each covered company, as well as an explanation of the firm's rating system.

J.P. Morgan also has agreed as part of this settlement to retain, at its own expense, an Independent Monitor to conduct a review to provide reasonable assurance that the firm is complying with the structural reforms. This review will be conducted eighteen months after the date of the entry of the Final Judgment and the Independent Monitor will submit a written report of his or her findings to the SEC, NASD, and NYSE within six months after the review begins. Five years after the entry of the final judgment, J.P. Morgan must certify to the SEC and other regulators that it has complied in all material respects with the requirements and prohibitions of the structural reforms.

* * *

The Commission acknowledges the assistance of NASD, NYSE, the Texas State Securities Board, and other state regulators in the investigation of this matter.

SEC Complaint in this matter
SEC Final Judgment in this matter
Final Judgment Appendix A (PDF)
Final Judgment Appendix B (PDF)
Consent (PDF available)