When Joseph M. Schell, then co-head of investment banking at
NationsBanc Montgomery Securities, announced his resignation from the firm in
January 1999, the news rated the barest of mentions in a world punch-drunk with
Nasdaq highs and tech-I.P.O. mania.
Mr. Schell, then 53, had had a nice, if not especially
inspiring, 15-year run at Montgomery Securities, presiding over the rapid
growth of the firm’s tech-focused investment-banking business. He and his
longtime colleague at Montgomery, Thomas Weisel, had become very wealthy after
Montgomery was bought out by
NationsBanc in 1997. A year later, when Bank of America merged with
NationsBanc, Mr. Weisel bolted with more than 60 key Montgomery bankers to
start up his own firm, while Mr. Schell stayed behind. But Mr. Schell was soon
gone, too; the new Banc of America regime had its own ideas and plans for
Montgomery, and Mr. Schell was not part of them. Mr. Schell resigned.
And why shouldn’t he have?
Fifteen years of work in Silicon Valley and the payoff from the Montgomery sale
made for a nice retirement nest egg. It was time to relax and enjoy the good
life in the San Francisco Bay area. At his going-away party, Mr. Schell told
colleagues that he intended to do some teaching in the area and play a little
golf. He also had plans to join a number of local civic and corporate boards-not
to mention spend more time in Hawaii.
So when Merrill Lynch put out a press release on Feb. 3,
2000, announcing the hiring of Mr. Schell as its new head of global technology
investment banking, eyebrows in the Valley as well as on Wall Street arched.
That Merrill was badly trailing the likes of Morgan Stanley,
Goldman Sachs and Credit Suisse First Boston in the Gold Rush–like banking
battle for Internet and tech I.P.O.’s was well known. According to Thomson
Financial Services, Merrill Lynch ranked fifth in U.S. technology mergers and
acquisitions in the year 2000, a relatively low ranking for a bulge-bracket
firm of Merrill’s heft and size. (A Merrill Lynch spokeswoman said that the
firm’s market share for tech M.&A. had increased markedly that year.)
At the time, raising
money for Internet companies and advising them on mergers and acquisitions had
become one of the hottest money-making rackets to hit the Street since the
leveraged-buyout craze of the mid-1980’s, and Merrill Lynch, quite simply, was
getting beaten by its peers. Even with tech stocks plunging, it’s still
considered the business to be in. It was more than a question of dollars and
cents; it was a matter of prestige.
Rival bankers knew that at some point, Merrill would have to
act. But was this to be its big move-hiring the retired Mr. Schell to undertake
the onerous task of igniting Merrill’s tech business?
“We were all surprised [by the hire],” said a Banc of
America Securities banker with direct knowledge of the matter. “Joe was
squeezed out of his job here. And he was also one of only two people on the
Montgomery executive committee that Tom Weisel did not take with him. Draw your
own conclusions.”
That’s exactly what Merrill’s own frustrated top bankers
did-and have continued to do ever since. In fact, a half-dozen former senior
Merrill Lynch bankers interviewed said that the hiring of Mr. Schell set off a
pinball-like reaction, triggering a succession of key resignations, mini-palace
revolts and general unrest within Merrill’s overall investment-banking
division. The ball is still in play more than a year later.
What’s more, it may remain in play. Merrill observers have
speculated that the investment-banking turmoil could affect chief executive and
chairman David Komansky’s impending decision to name a successor.
All in all, the Schell appointment and its aftermath raises
anew questions about whether Merrill Lynch is capable of adapting to a climate
that favors quick-thinking and aggressive bankers. Or whether it will stick to
its cautious ways and essentially sit out the hottest game on the Street. Who
will win: the bankers or the bureaucrats?
Losing Derek Jeter
The first repercussions took place within days of the
official announcement of Mr. Schell’s hiring. Mark Shafir, then head of
Merrill’s technology banking, immediately resigned, taking with him a small
clutch of senior bankers.
The big news, however, came a month later, when Jack Levy,
the rain-making head of Merrill’s well-regarded mergers and acquisitions
business, announced his abrupt departure for key rival Goldman Sachs. To lose
Mr. Shafir was one thing, but Jack Levy-well, he had built up Merrill’s
M.&A. business from scratch during his 10-year reign.
“People were shocked when Jack left,” said a former Merrill
banker. “How could they have let him walk? It’s like the Yankees letting Derek
Jeter go-it just doesn’t happen.”
One year later, senior Merrill Lynch executives seem to have
come to a similar conclusion. On Feb. 9, the company announced that Daniel
Bayly, who had hired Mr. Schell and presided over Merrill’s investment-banking
unit since 1995, would be bumped up to a fairly ceremonial position, chairman
of the business. He would be replaced by two young up-and-comers, Sam Chapin
and Kevan Watts, who were named co-heads.
Two other veteran Merrill bankers-Justin Dowley and Huston
McCullough in London-announced that they would be retiring, together with Dan
Dickinson, one of the successors to Mr. Levy as M.&A. head.
Merrill officials insist that the latest changes are part of
an orderly transition, and that may indeed be so. But there is no getting
around the fact that Merrill’s long and miserable performance in technology
investment banking seems finally to be coming home to roost.
While Mr. Bayly can look forward to a more pacific time of
leisurely lunches with clients, still on the hot seat is Thomas W. Davis, the
head of Merrill’s CICG (Corporate and Institutional Client Group) division,
which oversees all the firm’s institutional capital-markets business. A
long-standing favorite of Mr. Komansky, Mr. Davis has been mentioned
prominently for three years as a potential candidate for the president’s slot,
the No. 2 position at Merrill that has remained empty since July 1999, when
Herb Allison was told by Mr. Komansky that he would not succeed him.
Mr. Komansky, 61, a genial bear of a man who rose through
the firm’s retail-brokerage side, has said that he will retire in 2004. He has
also said that he will recommend a successor to the Merrill Lynch board by the
beginning of next year.
Now, though, Merrill Kremlinologists say that Mr. Davis may
no longer be the favored son-and they look instead to E. Stanley O’Neal, head
of the private-client group, the unit that comprises Merrill’s 19,500 retail
brokers and the $1.7 trillion in customer assets they oversee, and to Jeffrey
Peek, who runs the asset-management business, as the leading contenders for the
job.
Like all good Merrill
managers, Mr. Davis’ job has been to keep the revenues flowing, as well as to
keep his sometimes obstreperous bankers in line. On the surface, he seems to
have done a fine enough job-indeed, his $21 million salary (including restricted
stock and options) for last year was a 28 percent raise from the year before.
And Merrill reported record pretax earnings of $3.9 billion in its CICG unit
for the year 2000.
But the tech rankings were something of an embarrassment,
and the drum beat of retirements and departmental reorganizations suggests some
organizational shakiness within the great Merrill edifice. With its 72,000
employees, its many little fiefdoms and its exalted sense of place and history,
Merrill Lynch is the nearest approximation on Wall Street to the federal
bureaucracy. Hierarchy and seniority matter. So when bankers become stars, they
inevitably clash with their managers. It has happened before: A star banker,
raking in the fees, will aspire to a broader organizational remit. Risk-averse
department heads will blanch at the prospect of a hotshot deal maker and his
band of followers making big, ballsy bets. Egos clash; bankers move on. But for
how much longer can they continue to do so at Merrill before Mr. Davis starts
to feel some of the pain?
Says one former Merrill banker: “Tom is a nice guy, but at
some point he will have to bear responsibility for sticking with Dan Bayly as
long as he did.”
Bayly’s Move
By most accounts, Mr. Bayly, then head of investment
banking, was feeling stiff pressure to do something about the firm’s flagging
tech banking business entering 2000. Mr. Bayly was a career relationship
banker, described by former colleagues as the friendliest of men, a soft
compromiser and a manager comfortable in a bureaucratic setting. Trim and a bit
gray, he is the classic Merrill man. He had been plucked in 1995 by
then–institutional chief Herb Allison from the relative obscurity of the
Chicago banking office to co-head investment banking with Mr. Davis.
“There was something
Columbo-ish about Dan,” said one former banker who worked closely with him at
Merrill. “He was good enough to keep the trains running, but loyal enough so
that Allison did not have to worry about investment banking being difficult.”
Mr. Davis, then a rising star, was rapidly promoted,
replaced by Mr. Peek, who also was on the fast track and soon moved on to run
asset management. At the start of 1998, the show was finally Mr. Bayly’s very
own. For a while, things were fine. The M.&A. business boomed under the
charismatic leadership of Mr. Levy. But tech continued to lag, and that is
where the money was.
Throughout much of 1999,
Mr. Bayly had a two-man team running tech: Scott Ryles and Mark Shafir, both
based in Silicon Valley. Mr. Ryles, a corporate finance banker, had been sent
out to the coast by Mr. Allison, and Mr. Shafir was an M.&A. banker who
reported to Mr. Levy. Both were well-regarded bankers with very strong
personalities, and for much of that year they butted heads as they tried to put
a charge into Merrill’s sagging tech business. Results were slow in coming,
though, and Mr. Bayly began to feel the pressure to make a change.
In November 1999, Mr. Ryles left for a tech banking
start-up, Epoch Partners, and Mr. Shafir was left alone to run the business.
Unbeknownst to him, however, Mr. Bayly had decided to go outside the firm to
replace him.
Enter Mr. Schell.
Sources familiar with the matter say that Mr. Schell came to the attention of
Mr. Bayly through Chuck Lewis-a senior Merrill banker who knew Mr. Bayly from
their time working together in Chicago, and who was a college roommate of Mr.
Schell’s at Amherst. Following Mr. Schell’s retirement, these same sources say,
Mr. Lewis contacted him and asked him about the Merrill position. Mr. Schell
was interested, Mr. Bayly was all for it, and by early February it was a done
deal. (A Merrill Lynch spokesperson says that Mr. Schell’s hiring went through
all the appropriate channels.)
Shocked and outraged, Mr. Shafir-who had been kept out of
the loop-resigned that day (he now works at Thomas Weisel Partners). Just as
outraged was Mr. Levy, who also was not consulted on the matter.
For Mr. Levy, it was the straw that broke the camel’s back.
A Merrill veteran of 22 years, Mr. Levy, 47, had run M.&A. since the early
1990’s. Over that period, Merrill’s merger business had shot to the top of the
league tables in 1997 and 1998. Mr. Levy, with his sturdy frame and ready
smile, was something of an anomaly within Merrill: a media-friendly,
larger-than-life banker who stood strikingly apart from his gray, dull-suited
peers. Fortune and Business Week ran flattering profiles,
leading with Mr. Levy’s famous Tom Cruise turn-a video skit for Merrill bankers
where he pulled off a fine “Show me the money” cover. A tenacious banker with
just a touch of flash, he would fight tooth and nail to get his deals done, as
well as to get his people paid. Mr. Levy declined to comment on his time at
Merrill Lynch.
Even before the Schell hire, Mr. Levy had been getting a bit
antsy, some of his former colleagues suggest. In fact, they say, he’d had a
number of conversations with Mr. Davis throughout 1999 and 2000 in which he
made clear his concerns about the firm’s laggardly performance in tech as well
as in Europe, and also its slack investment-banking leadership. Mr. Levy,
sources say, was also contemplating asking for broader organizational
responsibility within the firm-possibly as head of investment banking, possibly
as a member of the firm’s management committee, possibly even as a roving chair
or co-chair in the vein of Barry Friedberg (with whom he’d always been close),
the chairman of CICG.
But, sources say, Mr. Levy made it very clear to Mr. Davis
that before taking on such a role, investment banking needed to be fixed. Mr.
Davis, however, wavered; never known as a risk taker, he was not ready to let
Mr. Bayly go. He remained noncommittal.
When Mr. Schell reported to work, then, the sparks
immediately began to fly-especially when Mr. Levy was told by Mr. Bayly that
Mr. Schell would have responsibility for tech M.&A. Additionally, sources
say, Mr. Schell was bringing with him two managing directors from Montgomery
with little tech banking experience, who were now to be in Mr. Levy’s group.
Mr. Levy, by all accounts, was irate.
“These guys were covering restaurants. And what’s more, they
were getting ridiculous salaries, at $3 million a year. Joe was in over his
head,” said one former Merrill banker.
Mr. Levy immediately made his views very clear to Mr. Bayly
and Mr. Davis. But the new structure would stand. So Mr. Levy decided to make
his move, and on March 14 he announced his resignation from Merrill and his
move to Goldman Sachs. (He remains there now, as co-chairman of global
M.&A.)
At which point, Mr. Bayly hit the panic button. On March 16,
he quickly appointed Dan Dickinson and Steven Baranoff as M.&A. co-heads
and, afraid that Mr. Levy’s acolytes would follow him to Goldman, he got Mr.
Davis and the management committee to okay many millions of dollars in financial
guarantees to as many as 20 key M.&A. executives, former Merrill bankers
said. And these weren’t minor adjustments, either. One M.&A. banker saw his
salary jump from $2 million to $6 million-which, with added stock and benefits,
made for a $20 million package.
When word got out, all hell broke loose. Merrill bankers on
the corporate-finance side insisted on their fair share. “They had a huge
problem, because the numbers were so off the mark,” said another banker. “You
don’t have to triple someone’s salary to keep him. It created a tremendous rift
between the M.&A. and the relationship guys.”
Just a few months later, the Nasdaq crashed, putting the
squeeze on investment-banking revenues. All of a sudden, Mr. Bayly was
confronted with a much higher fixed-cost base in a weakening market and a
disconsolate band of bankers. Mr. Bayly, according to one former Merrill
executive, even contemplated rescinding some of the guarantees, which only
heightened the uproar. Bankers were infuriated: Mr. Schell comes in, Mr. Levy
leaves, then they promise to pay up, now they want to take it back. Is Dan
Bayly really up to running this shop? many began to ask.
Indeed, it is the very question that Mr. Levy is said to
have put to Mr. Davis just before he departed in March 2000. When was Mr. Davis
going to make a leadership change? According to one Merrill banker with
secondhand knowledge of the conversation, and who left the firm before Mr. Levy
did, Mr. Davis’ response was blunt and to the point: “You don’t take a man out
in a shit fight.” Translation: Remember, Jack, this is Merrill Lynch. Good
company men aren’t fired-especially when they are under the gun.
The message seemed clear: At Merrill Lynch, it’s the bankers
that walk and the managers that stay on. Mr. Davis declined to comment on the
matter.
This February, however, Mr. Davis finally acted. Mr. Bayly
is now in his ceremonial chairman’s role, with Sam Chapin and Kevan Watts
sharing his former job. Mr. Schell continues on as head of tech investment
banking.
On the subject of Mr. Bayly, a Merrill Lynch spokesperson
said: “Under Dan Bayly’s leadership, investment-banking revenues reached record
levels five years in a row. Dan is one of the most highly respected bankers in
the industry.”
But the question still endures: Why can’t Merrill Lynch keep
its investment bankers happy?
Risk Aversion
It has happened before. Edson Mitchell, the legendary bond
trader who built up Merrill’s bond business in the early-1990’s, was forced out
in 1995 by Herb Allison, who, by most accounts, felt threatened by his
extraordinarily loyal following. Mr. Mitchell went on to build a formidable
investment-banking business at Deutsche Bank with a slew of Merrill bankers,
before dying in a plane crash last December. And now, Mr. Levy-off to arch
competitor Goldman Sachs, no less.
“Merrill managers are like Soviet apparatchiks,” says one
recently departed senior banker. “It’s a consensus-oriented,
don’t-fuck-up-don’t-rock-the-boat management style. They believe in the end
that the brand will prevail, as long as
nothing really bad happens.”
But this risk-averse
style also has its drawbacks. It may be fine for managing the bread-and-butter
broker business, but when it comes to investment-banking decisions, where the
emphasis is high-risk and high-return, such a style can be a disadvantage,
bankers say.
Many Merrill bankers interviewed for this story attribute
the firm’s technology problems to the deeply conservative, no-risk tendencies
of former president Herb Allison, who headed the institutional division in the
early 1990’s.
“Herb had different priorities when he was running banking,”
says another ex-Merrill banker. “Building up a tech banking business was just
too risky for him. He wasn’t comfortable with the cycles, the up-front costs.
That was not the kind of decision that he made well.”
Which brings us back to Mr. Komansky’s decision. What the
Schell-Levy affair shows is that the manager-banker divide remains as wide as
ever at Merrill. Indeed, Mr. Komansky himself must understand that his
successor as C.E.O. will come from the banking ranks: Mr. Davis, Mr. Peek and
Mr. O’Neal have all progressed to their current positions via banking-related
units, not the private-client system. And investment-banking revenues are
nearly double what the brokerage network pulls in.
Still, bankers feel like
second-class citizens.
“Bankers don’t run Merrill Lynch,” says one senior banker
who left years ago. “And until they do, this banker-bureaucrat schizophrenia
will continue.”
