J.P. Morgan Gives Up Nasdaq Role
LONDON -- When J.P. Morgan Chase & Co. signed on as a confidential adviser to the Nasdaq Stock Market for its potential bid for the London Stock Exchange PLC a few months back, the big U.S. bank knew it might face a tricky situation if Nasdaq's bid was rebuffed: Its British joint venture is a corporate broker to LSE.
Sure enough, the bank said over the weekend that it has decided to give up the lucrative advisory role to Nasdaq, citing the other role played in the proposed deal by J.P. Morgan Cazenove, J.P. Morgan's joint venture with blue-blood British corporate broker Cazenove Group Ltd.
Corporate broking is a particularly British type of banking advice where bankers serve as confidants and advisers to a company's chief executive. The broker can provide advice on mergers and acquisitions, underwrite stock issuances and take the pulse of investors before a company makes a move.
J.P. Morgan resolved the issue amicably and was transparent to both Nasdaq and the LSE -- which has rejected Nasdaq's advances -- about its dual roles, said four people familiar with the situation on both sides of the deal. Still, it underscores the headaches that J.P. Morgan could face on trans-Atlantic deals when its merger and advisory bankers are on the opposite side of the aisle of a J.P. Morgan Cazenove client, especially in hostile takeover attempts.
"We chose to stand down as adviser to Nasdaq and informed our client and the LSE on Friday," said Michael Golden, J.P. Morgan spokesman. "We have said to all parties from the beginning that should a bid be deemed unfriendly, we would take this course of action as we do not support unfriendly bids on corporate-broking clients."
Cazenove, founded in 1823, sits at the top of the British corporate-broking business. Today, the firm is run by David Mayhew, one of London's most powerful bankers. It was Mr. Mayhew last year who decided to join J.P. Morgan in a joint venture. J.P. Morgan, like other U.S. banks such as Morgan Stanley and Citigroup Inc., all have increased their broking business in London in the belief that it will generate more investment-banking business such as debt and equity sales.
That has led to fierce competition for clients. It has also led to a number of conflicts when banks found themselves working as both a banker and broker to clients involved in a merger. A year ago, Goldman Sachs Group Inc. resigned its new position as new corporate broker to Diageo PLC because Goldman already was a financial adviser to Diageo rival Allied Domecq PLC.
In another deal where the issue of conflict was raised, J.P. Morgan advised U.S. financier Malcolm Glazer in his bid to buy soccer team Manchester United PLC while the J.P. Morgan Cazenove venture was advising the Manchester United board. J.P. Morgan stepped down.
J.P. Morgan and the venture also have negotiated dual roles that weren't ended because of a conflict, such as when the bank last year advised Pernod Ricard SA on its acquisition of Allied Domecq, a J.P. Morgan Cazenove client.
J.P. Morgan's bankers in New York received approval from the LSE and Nasdaq before they began advising Nasdaq, according to people familiar with the situation. Nasdaq continues to be advised by Greenhill & Co. Merrill Lynch & Co. and Lehman Brothers Holdings Inc. are advising the LSE.
摩根大通放弃那斯达克市场的顾问工作
当摩根大通(JP Morgan Chase & Co.)几个月前与那斯达克市场(Nasdaq Stock Market Inc.)签约，担任那斯达克对伦敦证券交易所(London Stock Exchange PLC, 简称LSE)潜在收购交易的高级顾问的时候，这家美国银行巨头就意识到如果那斯达克的收购要约被拒，那么它自己将可能面临微妙局面；因为它的一家英国合资公司是LSE的公司经纪人。
不出所料的是，摩根大通于上周末表示，它决定放弃获利颇丰的那斯达克潜在收购交易的顾问工作，理由是摩根大通的合资公司J.P. Morgan Cazenove在上述潜在交易中已经占有一席之地。J.P. Morgan Cazenove是摩根大通与英国老牌公司经纪人Cazenove Group Ltd成立的合资公司。
据四位全面了解交易情况的知情人士透露，摩根大通以一种友好而且对那斯达克和LSE都透明的方式解决了自己在这个交易中双重身份的问题；此前LSE已经正式拒绝了那斯达克的收购出价。尽管事情得到了解决，这还是体现出在处理跨大西洋业务中，如果摩根大通自己提供兼并和顾问服务的银行家，一旦坐在了J.P. Morgan Cazenove的客户的对面进行谈判、特别是涉及敌意收购意向时，摩根大通将会面临怎样尴尬的处境。
知情人士称，摩根大通驻纽约的银行家在开始为那斯达克提供顾问服务之前曾征得LSE和那斯达克同意。Greenhill & Co.和美林公司(Merrill Lynch & Co.)将继续为那斯达克提供顾问服务；雷曼兄弟公司(Lehman Brothers Holdings Inc.)仍担任LSE的顾问
