Lehman Brothers Inc.

Litigation Release No. 18116 / April 28, 2003

Securities and Exchange Commission v. Lehman Brothers Inc., 03 CV 2940 (WHP) (S.D.N.Y.)

SEC SUES LEHMAN BROTHERS FOR RESEARCH ANALYST CONFLICTS OF INTEREST FIRM TO SETTLE WITH SEC, NASD, NYSE, NEW YORK ATTORNEY GENERAL, AND STATE REGULATORS

The Securities and Exchange Commission announced today that it has settled charges against Lehman Brothers 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, Lehman 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, Lehman 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, Lehman 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 Lehman 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 Lehman were subject to inappropriate influence by investment banking at the firm. The Complaint also alleges that Lehman published exaggerated or unwarranted research or research that lacked a reasonable basis and failed to maintain appropriate supervision over its research and investment banking operations.

Specifically, the Commission's Complaint alleges that:

• Lehman tied the financial compensation of analysts directly and indirectly to the analyst's success in generating investment banking revenue from public companies. Six of Lehman's approximately 100 senior research analysts had employment contracts that linked their bonuses directly to Investment Banking revenue generated by companies they covered. Lehman used the promise of future research coverage to obtain valuable IPO underwriting business and marketed to companies the ability of Lehman analysts to move the market for a stock.

• In at least five instances, the financial incentives and pressure on analysts to assist in obtaining investment banking deals and to maintain banking relationships adversely affected the integrity of the analysts' ratings, price targets, and research reports. E-mail exchanges between analysts and their supervisors, or analysts and institutional investors, reflect the fact that analysts responded to investment banking pressure by issuing more positive reports or ratings, and avoiding downgrades or negative reports regarding companies that were investment banking clients.

  • In one instance an analyst who covered Razorfish Inc. told an institutional investor in an email, "well, ratings and price targets are fairly meaningless anyway . . . but, yes, the `little guy' who isn't smart about the nuances may get misled, such is the nature of my business."

  • Another analyst who covered RSL Communications, Inc. candidly complained to his supervisor about the influence Investment Banking had exerted over his research stating, "Enough is enough. It's hard to be right about stocks, it's even harder to build customer relationships when all your companies blow up, you knew they were going to, and you couldn't say anything." The analyst voiced particular concerns about RSL stating "for the record, I have attempted to downgrade RSLC THREE times over the last year, but have been held off for banking reasons each time."

• Lehman failed to supervise its research analysts adequately and to establish policies to ensure their proper conduct.

Lehman 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 Lehman, 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 Lehman 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. Lehman 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, Lehman 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 Lehman decides to terminate coverage of an issuer, Lehman must issue a final research report discussing the reasons for the termination. Each quarter, Lehman 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.

Lehman 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, Lehman 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.

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The Commission acknowledges the assistance of NASD, NYSE, the Alabama Securities Commission, 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)