WASHINGTON Financial services companies may not have realized what they were asking for when they lobbied to get the Gramm-Leach-Bliley Act, a top regulator said Friday.
Julie L. Williams, general counsel for the Office of the Comptroller of the Currency, said though many experts had expected banks, insurance companies, and securities firms to start merging once the law was enacted in 1999 after years of legislative fights, it was only close to the end of the process that companies started to do the real dollars-and-cents analysis of what it meant to pick up one of these other companies.
Executives discovered that many deals would not add up, Ms. Williams said at the end of a two-day conference sponsored by the American Law Institute-American Bar Association on the aftermath of the landmark law.
For banks, the relative returns on equity are a real factor, because all of the large banks are very focused on the markets perception of them, she said. Buying an insurance firm would in most cases noticeably reduce earnings, she noted.
Panel discussions at the conference showed that regulators, bankers, and insurers are still grasping to explain the absence of megadeals that many had expected would be the signature result of the landmark law.
The most revolutionary aspect of Gramm-Leach-Bliley on paper has had very limited practical impact. said H. Rodgin Cohen, the managing partner at the New York law firm of Sullivan & Cromwell and an expert in mergers and acquisitions.
Dennis L. Schoff, associate general counsel of the Philadelphia insurer Lincoln Financial Group, said the insurance industrys initial reaction to Gramm-Leach-Bliley was that many of them were going to be bought up rapidly by banks.
We honestly thought that it would be a situation of mergers and acquisitions, in light of the massive difference in capitalization between our industry and the banking industry, he said.
Mr. Schoff said that there were probably many reasons for the banks reluctance to buy insurers, but that he believes the core reason has been economics. Since banks have an average return on equity of around 20%, and with ROE in the low teens for insurance companies, its probably very hard to convince shareholders that its a smart move to buy an insurance company, he said.
A possible exception could be a banks purchase of a mutual insurance company, though one has not yet occurred under the law. Because an acquirer would not pay a shareholder premium to acquire a mutual firm, Mr. Cohen said, the numbers would be more attractive.
Many observers said that buying a bank would not exactly be a bargain for large insurance firms either, since the insurer would have to become a financial holding company and would be subject the umbrella regulation of the Federal Reserve Board.
Though Fed Governor Laurence H. Meyer disputed that argument a day earlier, Ms. Williams said that insurers want to understand what it would mean to come within a bank regulatory structure.
The insurers want to look before they leap, she said.
Ernest T. Patrikis, senior vice president and general counsel of American International Group, agreed.
The fact that in buying a bank you are going to gain another regulator makes it hard to see this as deregulatory, he said.
