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Warren to Regulators: Enough With Mergers Making 'Too-Big-to-Fail' Banks Even Bigger
"The recent bank crisis underscores the urgency of strengthening the merger review process and reversing the dangerous trend of bank consolidation."
Jun 27, 2023
In the wake of three recent bank failures, U.S. Sen. Elizabeth Warren on Tuesday urged financial regulators to promote competition rather than further consolidation in the industry and improve merger guidelines.
The Massachusetts Democrat's call for action came in a letter to Assistant Attorney General Jonathan Kanter, Federal Deposit Investment Corporation (FDIC) Chairman Gruenberg, Acting Comptroller of the Currency Michael Hsu, Federal Reserve Vice Chair for Supervision Michael Barr, and Treasury Secretary Janet Yellen.
"Earlier this year, a series of fatal errors—poor risk management by bank executives, corporate greed, deregulation, and the lack of sufficient federal supervision—led to the implosion of Silicon Valley Bank, which was shortly followed by the collapses of Signature Bank, and First Republic," she wrote. "Unfortunately, Secretary Yellen and Acting Comptroller Hsu have recently indicated that they appear to be taking the wrong lessons from these bank failures, suggesting that they would like to see more bank consolidation."
"The number of commercial banks in the U.S. has fallen by 70% over the past two decades, and the trend is accelerating."
The letter references reporting from Politico's "Morning Money" (MM) earlier this month. As the outlet detailed:
A top lobbyist for big U.S. banks is hearing more openness from government officials on the topic of mergers for midsize lenders in the wake of banking stress earlier this year. But the industry wants more than just talk.
"There's been something of a sea change in Washington over the last two months," Bank Policy Institute CEO Greg Baer told MM in an interview this week. "I do think, at the highest level, and at the highest levels, there is a recognition that midsize banks need to be allowed to merge and be acquired potentially by larger banks."
"The problem, though, is that's easy to say," he added. "But you have to convince banks that in fact, you mean what you say."
Warren argued to Yellen and the letter's other recipients that "while your agencies are working to update the guidelines under which you evaluate bank mergers, which were last published in 1995, the recent bank crisis underscores the urgency of strengthening the merger review process and reversing the dangerous trend of bank consolidation."
"I have long been concerned with bank concentration and your agencies' failures to curb the proliferation of banks that are 'too big to fail,'" the senator acknowledged, noting that none of the federal banking agencies have formally denied a bank merger application in over 15 years, and the U.S. Department of Justice has not challenged one in more than 35 years.
"Meanwhile, the number of commercial banks in the U.S. has fallen by 70% over the past two decades, and the trend is accelerating with $77 billion in bank mergers and acquisitions in 2021 alone—the 'highest yearly deal volume since the 2008 financial crisis,'" she continued. Such consolidation not only harms consumers and small businesses but also heightens "systemic risk in the financial system, reducing the number of smaller banks and creating even more too-big-to-fail banks."
After highlighting President Joe Biden's 2021 executive order directing financial regulators and the attorney general to review and strengthen bank merger oversight, the senator asserted that allowing additional industry consolidation "would be a dereliction of your responsibilities" as well as a betrayal of the White House's "commitment to promoting competition in the economy."
"Shoring up our banking system will require stronger regulation and more vigorous oversight of big banks to keep them from failing in the first place," Warren contended, "and stronger merger guidelines and rules that significantly check consolidation and limit the size and number of too-big-to-fail banks that put taxpayers at risk."
One of the senator's proposed solutions is the Bank Merger Review Modernization Act, which would limit consolidation in the sector with various policies, including a requirement that mergers are in the public interest.
Her new letter concludes with a series of questions about ongoing work to update bank merger review guidelines—including when those guidelines will be released. She requested responses by July 10.
Warren has recently pressed financial regulators not only via letters but also at congressional hearings—including in May, when she grilled Hsu about the sale of First Republic to JPMorgan Chase, which made the nation's biggest bank even bigger. During that event, the senator declared that "the single biggest threat to the U.S. banking system is concentration."
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Challenging First Republic Bank Sale, Warren Says JPMorgan Chase Is Big Enough
"The single biggest threat to the U.S. banking system is more concentration," said the Massachusetts Democrat. "A bank as big as JPMorgan shouldn't be allowed to get even bigger."
May 18, 2023
U.S. Sen. Elizabeth Warren raised alarm about the recent sale of First Republic Bank to JPMorgan Chase—which followed a government takeover of the former—in a letter to financial regulators and a series of questions during a Thursday hearing.
"The failure of First Republic Bank shows how deregulation has made the too-big-to-fail problem even worse," the Massachusetts Democrat said after the controversial sale earlier this month. "Congress needs to make major reforms to fix a broken banking system."
Ahead of the Senate Committee on Banking, Housing, and Urban Affairs hearing, Warren wrote to two officials who appeared before the panel Thursday morning: Martin Gruenberg, chair of the Federal Deposit Insurance Corporation (FDIC), and Michael Hsu, acting head of the Office of the Comptroller of the Currency (OCC).
"The executives at First Republic—who took excessive risks and did not appropriately manage them as interest rates increased throughout 2022 and 2023—bear primary responsibility for this failure," Warren wrote in the letter, dated Wednesday. "I am continuing to seek answers from the bank's executives, and attempting to pass bipartisan legislation that would claw back their excessive compensation."
"But the outcome of this seizure and sale were deeply troubling: It resulted in a $13 billion cost to the Federal Deposit Insurance Fund—which will ultimately be passed on to ordinary bank consumers across the country—and made JPMorgan, the nation's biggest bank, even bigger," she added. "JPMorgan will also record a $2.6 billion gain from the deal."
Warren asked Gruenberg and Hsu to prepare to address the topic at the committee's hearing and also requested written responses to a series of questions by the end of the month.
"One set of questions involves the $13 billion loss to the Federal Deposit Insurance Fund, and why the fund was allowed to take this loss while the FDIC deal made nearly $50 billion worth of uninsured deposits at First Republic—including $30 billion in uninsured deposits from big banks—whole," she noted. "My second set of concerns involves the decision to choose JPMorgan—which was already the nation's largest bank—to acquire First Republic and become even bigger."
During the hearing, Warren explained that "when the FDIC sells a failed bank, the law requires that you choose the highest bidder that will result in the lowest cost to the Deposit Insurance Fund—but the law also requires signoff from the OCC, and the OCC's job, by law, is to consider whether the merger would pose 'risk to the stability of the United States banking or financial system.'"
The senator questioned Hsu about the decision to sell to JPMorgan versus PNC or Citizens Bank, given that selling to either of the latter would have posed less of a risk, based on one metric used by financial regulators that is notably influenced by bank size.
\u201cThe single biggest threat to the U.S. banking system is more concentration. I am troubled by @USOCC Acting Comptroller Michael Hsu's decision to approve @jpmorgan's acquisition of First Republic Bank. A bank as big as JP Morgan shouldn't be allowed to get even bigger.\u201d— Elizabeth Warren (@Elizabeth Warren) 1684436759
"Comptroller Hsu, your job, by law, is to determine risk to the system from making big banks even bigger, and you have a clear metric for doing that," Warren said. "So how do you explain approving a sale to a banking giant that increases the risk to the banking system by somewhere between nearly 800% and 1,400% more than selling to other bidders? Did you just ignore the fact that a failure at JPMorgan would blow a hole in our banking system... and let them grow by $200 billion?"
After insisting that "for every merger application we follow the law, we follow our guidelines, we follow our policies and procedures," Hsu said focusing only on the metric Warren cited would not have been "wise," and if that approach had been taken, "I fear that there would have been greater financial instability that weekend."
As her time expired, Warren—who was visibly frustrated by Hsu's lack of a broader explanation for choosing JPMorgan Chase—declared that "the single biggest threat to the U.S. banking system is concentration."
"We're all pushing harder for merger guidelines so that we don't get more concentration in the banking system," she told Hsu. "You are the one person who was supposed to use judgment on the question... 'Between multiple sales, which one was the right one to go with, and which one presented more risk to the banking system?'"
"According to your own metric, you chose the one that gives us more concentration in the system," the senator stressed. "I am very troubled by that decision."
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Rewarding Risk Drove First Republic to Failure
Risk was at the center of every financial upheaval since the 1980s. What can be done to keep history from repeating itself and threatening the banking system, economy, and jobs of everyday people?
May 02, 2023
First Republic Bank became the second-biggest bank failure in U.S. history after the lender was seized by the Federal Deposit Insurance Corp. and sold to JPMorgan Chase on May 1, 2023. First Republic is the latest victim of the panic that has roiled small and midsize banks since the failure of Silicon Valley Bank in March 2023.
The collapse of SVB and now First Republic underscores how the impact of risky decisions at one bank can quickly spread into the broader financial system. It should also provide the impetus for policymakers and regulators to address a systemic problem that has plagued the banking industry from the savings and loan crisis of the 1980s to the financial crisis of 2008 to the recent turmoil following SVB’s demise: incentive structures that encourage excessive risk-taking.
The Federal Reserve’s top regulator seems to agree. On April 28, the central bank’s vice chair for supervision delivered a stinging report on the collapse of Silicon Valley Bank, blaming its failures on its weak risk management, as well as supervisory missteps.
In each of the financial upheavals since the 1980s, the common denominator was risk.
We are professors of economics who study and teach the history of financial crises. In each of the financial upheavals since the 1980s, the common denominator was risk. Banks provided incentives that encouraged executives to take big risks to boost profits, with few consequences if their bets turned bad. In other words, all carrot and no stick.
One question we are grappling with now is what can be done to keep history from repeating itself and threatening the banking system, economy, and jobs of everyday people.
S&L Crisis Sets the Stage
The precursor to the banking crises of the 21st century was the savings and loan crisis of the 1980s.
The so-called S&L crisis, like the collapse of SVB, began in a rapidly changing interest rate environment. Savings and loan banks, also known as thrifts, provided home loans at attractive interest rates. When the Federal Reserve under Chairman Paul Volcker aggressively raised rates in the late 1970s to fight raging inflation, S&Ls were suddenly earning less on fixed-rate mortgages while having to pay higher interest to attract depositors. At one point, their losses topped US$100 billion.
S&L executives were often paid based on the size of their institutions’ assets, and they aggressively lent to commercial real estate projects, taking on riskier loans to grow their loan portfolios quickly.
To help the teetering banks, the federal government deregulated the thrift industry, allowing S&Ls to expand beyond home loans to commercial real estate. S&L executives were often paid based on the size of their institutions’ assets, and they aggressively lent to commercial real estate projects, taking on riskier loans to grow their loan portfolios quickly.
In the late 1980s, the commercial real estate boom turned bust. S&Ls, burdened by bad loans, failed in droves, requiring the federal government take over banks and delinquent commercial properties and sell the assets to recover money paid to insured depositors. Ultimately, the bailout cost taxpayers more than $100 billion.
Short-Term Incentives
The 2008 crisis is another obvious example of incentive structures that encourage risky strategies.
At all levels of mortgage financing–from Main Street lenders to Wall Street investment firms–executives prospered by taking excessive risks and passing them to someone else. Lenders passed mortgages made to people who could not afford them onto Wall Street firms, which in turn bundled those into securities to sell to investors. It all came crashing down when the housing bubble burst, followed by a wave of foreclosures.
Incentives rewarded short-term performance, and executives responded by taking bigger risks for immediate gains. At the Wall Street investment banks Bear Stearns and Lehman Brothers, profits grew as the firms bundled increasingly risky loans into mortgage-backed securities to sell, buy, and hold.
Incentives rewarded short-term performance, and executives responded by taking bigger risks for immediate gains.
As foreclosures spread, the value of these securities plummeted, and Bear Stearns collapsed in early 2008, providing the spark of the financial crisis. Lehman failed in September of that year, paralyzing the global financial system and plunging the U.S. economy into the worst recession since the Great Depression.
Executives at the banks, however, had already cashed in, and none were held accountable. Researchers at Harvard University estimated that top executive teams at Bear Stearns and Lehman pocketed a combined $2.4 billion in cash bonuses and stock sales from 2000 to 2008.
A Familiar Ring
That brings us back to Silicon Valley Bank.
Executives tied up the bank’s assets in long-term Treasury and mortgage-backed securities, failing to protect against rising interest rates that would undermine the value of these assets. The interest rate risk was particularly acute for SVB, since a large share of depositors were startups, whose finances depend on investors’ access to cheap money.
When the Fed began raising interest rates last year, SVB was doubly exposed. As startups’ fundraising slowed, they withdrew money, which required SVB to sell long-term holdings at a loss to cover the withdrawals. When the extent of SVB’s losses became known, depositors lost trust, spurring a run that ended with SVB’s collapse.
For executives, however, there was little downside in discounting or even ignoring the risk of rising rates.
For executives, however, there was little downside in discounting or even ignoring the risk of rising rates. The cash bonus of SVB CEO Greg Becker more than doubled to $3 million in 2021 from $1.4 million in 2017, lifting his total earnings to $10 million, up 60% from four years earlier. Becker also sold nearly $30 million in stock over the past two years, including some $3.6 million in the days leading up to his bank’s failure.
The impact of the failure was not contained to SVB. Share prices of many midsize banks tumbled. Another American bank, Signature, collapsed days after SVB did.
First Republic survived the initial panic in March after it was rescued by a consortium of major banks led by JPMorgan Chase, but the damage was already done. First Republic recently reported that depositors withdrew more than $100 billion in the six weeks following SVB’s collapse, and on May 1, the FDIC seized control of the bank and engineered a sale to JPMorgan Chase.
The crisis isn’t over yet. Banks had over $620 billion in unrealized losses at the end of 2022, largely due to rapidly rising interest rates.
The Big Picture
So, what’s to be done?
We believe the bipartisan bill recently filed in Congress, the Failed Bank Executives Clawback, would be a good start. In the event of a bank failure, the legislation would empower regulators to claw back compensation received by bank executives in the five-year period preceding the failure.
Clawbacks, however, kick in only after the fact. To prevent risky behavior, regulators could require executive compensation to prioritize long-term performance over short-term gains. And new rules could restrict the ability of bank executives to take the money and run, including requiring executives to hold substantial portions of their stock and options until they retire.
To prevent risky behavior, regulators could require executive compensation to prioritize long-term performance over short-term gains.
The Fed’s new report on what led to SVB’s failure points in this direction. The 102-page report recommends new limits on executive compensation, saying leaders “were not compensated to manage the bank’s risk,” as well as stronger stress-testing and higher liquidity requirements.
We believe these are also good steps, but probably not enough.
It comes down to this: Financial crises are less likely to happen if banks and bank executives consider the interest of the entire banking system, not just themselves, their institutions, and shareholders.
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