WASHINGTON — As Goldman Sachs Group Inc. and Morgan Stanley settle into their new status as financial holding companies, questions are growing over their true intentions.
The transition is only four months old, but some critics have already concluded that the two companies will remain the same firms Wall Street has always known — operating under the protective shield of the Federal Reserve Board.
"Absolutely nothing" will change, said Georges Ugeux, the chairman and chief executive of Galileo Global Advisors LLC, a small New York investment firm. "It's just not in their genes."
Cornelius Hurley, the director of the Morin Center for Banking and Financial Law at Boston University School of Law, also doubts that the investment banking icons will ever embrace the relatively risk-averse business of banking.
"I don't think they'll ever be traditional bank holding companies, just given what their genesis is," he said. "But I think the Fed's overarching expectation is they would reduce their risk profile."
Both companies are already much smaller — and therefore better capitalized. Goldman reduced its assets 28% between Aug. 31 and Nov. 30, to $779 billion, and its equity capital grew 41.2%, to $64.4 billion. During the same period Morgan Stanley's assets shrank by a third, to $658.8 billion, and its equity capital increased 32.4%, to $61.1 billion.
Since the Fed announced its emergency decision to let Goldman and Morgan Stanley convert in September, a rash of other firms, including insurance companies, small investment banks, and even General Motors Corp.'s finance arm, have followed suit.
But Goldman and Morgan Stanley were not seeking access to capital under the Troubled Asset Relief Program, which had not been proposed yet. Instead, after the Lehman Brothers collapse, they were looking for a safe haven. The perception, cultivated by both the companies and the Fed, was that anyone allowed to be a holding company must be strong enough to survive.
A Morgan Stanley spokeswoman would not discuss the matter. A Goldman representative confirmed that it does not have dramatic changes in mind.
"Goldman Sachs is continuing to focus on our core strategy of being an adviser, financier, and co-investor as we pursue additional opportunities as a bank holding company," the representative said. "We won't stop doing the things that make us an investment bank."
Both companies say they are focused on reducing risk and improving funding. For instance, a source at Morgan Stanley pointed out that it suspended its proprietary trading business to reduce risk. It is also diving into retail banking. Two Wachovia Corp. veterans were hired in November; Cecilia "Cece" Sutton now leads the retail banking group, and Jonathan Witter will be her chief operating officer.
By law, both Goldman and Morgan Stanley have two years to comply with all aspects of the holding company charter and can request three extensions of a year each if necessary.
But most observers say the firms will never have a focus on deposit-taking in the tradition of commercial banks.
"I don't think any of them would completely abandon what they've been best known for in the industry," said Terry Moore, the managing director of Accenture Ltd.'s North American banking industry practice.
Some observers predict that once the market settles, which may take several years, Morgan Stanley and Goldman may experience buyer's remorse and try to finagle a way out of their charters.
"I wouldn't be surprised … that if everything calms down, the banks might think there is a better way to solve this," Mr. Ugeux said.
Gil Schwartz, a former Fed lawyer who is now in private practice, asked a question: "What will happen once [the two companies] start getting pressure to start doing business again?"
Goldman and Morgan Stanley will have to take an inventory of their business and get rid of any product or service that is not allowed under the holding company charter. One potential example is commodities trading.
But neither company is expected to throw the sledgehammer at any business right away, and it will be interesting to see if the Fed allows extensions of the deadlines for divestitures.
Something else that is unclear is how the Fed would react if either company decided to return the charter.
A representative of the Fed would not comment for this story, but other observers expressed doubt that the central bank would be amenable to attempts to give up the charter.
"The memories of this crisis are going to linger for all of our lifetimes," said Prof. Hurley, who has also worked as a Fed lawyer.
Others said market players would also resist efforts by Goldman or Morgan Stanley to give up the holding company charter. Though the Fed has a reputation for stringent oversight, many have learned that it is a helpful resource during a crisis.
"Once you've tasted the ability to raise funds through the use of insured deposits and have the backstop of the discount window, I'm not sure the market would allow them to go back," Mr. Schwartz said.
Douglas Landy, a partner at Allen & Overy LLP who once worked at the Federal Reserve Bank of New York, said the market will also demand tough regulation.
"The world has moved to a place that values that structure and the stability it brings," he said.
At a minimum, the Fed can expect pressure from the investment banks to engage in activities that will bring bigger profits in the future.
"There will always be some give and take, and regulators will face pressure from firms to allow them to take on additional activities," said Robin Lumsdaine, a professor at American University's Kogod School of Business and a former associate director in the Fed's banking supervision and regulation division. "Part of the regulators' responsibility is to be prudent and exercise caution in allowing those activities to go forward."
Though Goldman and Morgan Stanley have plenty of time to conform to the holding company charter, reminders continue to pop up that the gap between commercial and investment banking remains wide.
One case in point is the trouble that Bank of America Corp. has faced as it has integrated Merrill Lynch & Co. Inc.
Not only did the Charlotte company require a $20 billion government investment to finish the deal, but it has also faced embarrassment over an extravagant renovation at Merrill headquarters, including the $35,000 toilet for John Thain, its former chief executive.
"They are completely different worlds," Mr. Ugeux said.
