The NYTimes leads with a piece this morning on Goldman Sachs and the Volcker Rule. The Volcker Rule is embedded in Dodd Frank and prohibits banks from making risky bets with its own money. The article reprts that Goldman has purchased apartments in Spain, a shopping mall in Utah and an ink company in Europe. All of those transactions were proprietary bets by the investment bank.
Goldman Sachs has been on a shopping spree with its own money, snapping up apartments in Spain, a mall in Utah and a European ink company, all of which the bank hopes eventually to sell for a profit.
These are the sorts of investments that many, including some of the bank’s regulators, had assumed would be prohibited by one of the signature elements of the 2010 financial overhaul legislation, the Volcker Rule.
Yet while its competitors have been abandoning the business of making big bets with their own money, frequently citing the risks involved, Goldman has been quietly coming up with several new ways to put its own money to work in formats that appear to stay on the right side of Volcker.
The investments have caused disquiet among some of Goldman’s big clients, which complain privately that the bank is supposed to help its clients buy companies and other assets but instead ends up competing for those assets.
Paul A. Volcker, the former Federal Reserve chairman who inspired the rule, and the two senators who wrote it said through spokesmen that they were disappointed that banks had been allowed to continue making big proprietary bets using their own money, despite the lawmakers’ intent.The regulators who were responsible for putting the law into practice have given banks room to continue making purchases with their own money through their merchant banking arms.
But other large banks have essentially stopped this activity. And Goldman’s merchant banking business is upsetting some regulators, who worry that such investments do not follow the spirit of the law, which aims to reduce concentrated risks at banks, according to people at three regulatory agencies, who were not authorized to speak publicly.
The Federal Reserve, Goldman’s main regulator, has been looking at placing new restrictions on merchant banking. Other regulators are reviewing other powers they might be able to use to rein in these investments, people at the agencies said.
A Federal Reserve governor, Daniel K. Tarullo, noted at a Senate hearing in November that banks had been prohibited from engaging in commerce, like owning companies outright. He said that it would probably be good to go back to such a divide. “Nothing that I have observed in my time teaching in this area, writing in this area, and in the almost six years on the Fed has changed my view that fundamentally it’s been a sound principle, and there’s no particular reason to digress from it,” Mr. Tarullo said.
Goldman has “been more aggressive about pushing, and wanting to do these investments,” said Mayra Rodriguez Valladares, a consultant who works with banks and regulators on compliance with the Dodd-Frank financial law.
“What I’m hearing from the regulators is they are not wanting to be seen as being too soft on Goldman, of all the banks. So I’m not convinced that they are going to get away with it this time,” said Ms. Rodriguez Valladares, who has been an occasional contributor to The New York Times DealBook.
A spokesman for Goldman said in a statement: “Banks are in the business of providing promising businesses with the capital they need to grow. Sometimes that means offering a loan and other times making an equity investment. We are proud to invest alongside our clients in industries that create jobs and promote economic growth including major infrastructure projects, clean energy and technology companies and cutting-edge health care businesses. We ensure our investments comply with all regulations, including the Volcker Rule.”
In the years just before the financial crisis, most Wall Street banks had big merchant banking operations that bought assets with bank money. In many cases, these investments were made alongside clients through in-house private equity funds, but the banks themselves were the biggest investors in the funds.
During the crisis, these funds were the source of some of the banks’ biggest losses. Goldman Sachs and Morgan Stanley had to write off billions of dollars they lost in commercial real estate funds.
Those losses were part of the impetus for the Volcker Rule, which prohibited banks from contributing more than 3 percent of the money invested in in-house private equity and hedge funds.
Goldman Sachs and many other banks have been selling off funds that relied on the banks for more than 3 percent of their investments. Last month, the Fed gave the banks a two-year extension to finish spinning off those investments. Many analysts have worried that the loss of such investments could hurt Goldman, considering how profitable they have been.But Goldman has been reassuring its shareholders that it will be able to redeploy money to buy real estate and companies that it will own outright, or with one or two big partners.
This strategy could lead to a bigger upside if the investments pay off, because Goldman will not have to share the profits. But it could also lead to larger losses if the investments fail.
It is hard to determine the size of Goldman’s merchant banking operation because the firm is not required by law to break out specific investments. In some cases, though, Goldman’s investments have been made public by its partners or by the companies being acquired — and those cases alone add up to billions of dollars of investments in the last two years.
In the second half of 2014, Goldman spent about $800 million with two partners for 144 hotels in Britain, and $200 million with two different partners on the South Towne Center mall in Sandy, Utah, among other large investments.
Goldman is unlikely to invest its own money at the same scale that it did before the financial crisis. New rules require banks to maintain bigger buffers of capital for riskier investments, making such investments more costly than they were.
But the bank has said that it intends to continue such investments when the potential payoff is big enough. It is harder for Goldman to withdraw from the business than some of its competitors because proprietary bets have always been more central to its business model.
The investments have already created some tension with private equity firms that usually turn to Goldman for advice on acquisitions.
When Goldman and a Spanish partner bought 3,000 affordable housing units in Spain in the summer of 2013, it beat a bid from the Blackstone Group, according to people briefed on the deal who were not authorized to speak publicly. Afterward, Blackstone complained to others in the industry about Goldman competing against its clients, the people said.
A Blackstone spokesman said the firm had no comment on the deal.
Private equity firms have grumbled that Goldman has an unfair advantage as an investor because it is a federally insured bank and can borrow money cheaply from the Federal Reserve.
When the Volcker Rule was proposed in 2010, it was intended to reduce conflicts of interest between insured banks and their clients, and to lessen the risks that banks took with their own money.
“We simply cannot accept a system in which hedge funds or private equity firms inside banks can place huge, risky bets that are subsidized by taxpayers and that could pose a conflict of interest,” President Obama said when he introduced the law.
Even before the final rule was enacted, Goldman and other big banks cut back a few businesses that were clearly prohibited by the new law, most notably, the proprietary trading desk where banks made short-term trades for their own accounts.
But the regulators indicated early that they were not likely to focus as much on longer-term investments, like those made by merchant banks, despite the fact that such investments are harder to sell and generally cause more problems during a crisis.
The co-authors of the provision creating the Volcker Rule, Senators Carl Levin of Michigan and Jeff Merkley of Oregon, both Democrats, in 2012 wrote a letter to regulators criticizing them for interpreting the law too narrowly.
“We are disappointed that, despite statutory authority, and clear expressions of Chairman Volcker’s and congressional intent, the proposed rule fails to explicitly restrict bank investments in merchant banking activities,” the senators wrote.
The Volcker Rule as currently drafted by regulators, however, is not likely to be the final word on what types of investments are allowed. The five major bank regulators are working on a report that was mandated by Dodd-Frank, which will provide a fuller list of what banks are and are not allowed to do, and could address merchant banking.
Goldman’s merchant banking operations already came under scrutiny at a Senate hearing in November that examined Wall Street’s direct holdings of commodities and commodities infrastructure, like coal mines and aluminum warehouses.
Goldman has been the one bank that has expressed a commitment to continuing in this line of work. Last summer, for instance, it reportedly bought a 68 percent stake in Daesung Industrial Gases, a South Korean company, along with a partner.
Mr. Tarullo, the Federal Reserve governor, said at the Senate hearing that the central bank was considering imposing greater restrictions on these commodity investments. But Mr. Tarullo also said the bank could, at the same time, limit merchant banking investments more broadly.
“It may be worthwhile taking a look at those merchant banking guidelines, not just for commodities but for all activities actually,” Mr. Tarullo said.