Drexel Burnham Lambert Inc. was an American multinational investment bank that was forced into bankruptcy in 1990 due to its involvement in illegal activities in the junk bond market, driven by senior executive Michael Milken. At its height, it was a Bulge Bracket bank, as the fifth-largest investment bank in the United States.
The firm had its most profitable fiscal year in 1986, netting $545.5 million, which represented the most profitable year ever for a Wall Street firm at the time, equivalent to $ billion in . Milken, who was Drexel's head of high-yield securities, was paid $295 million, the highest salary that an employee in the modern history of the world had ever received. Even so, Milken deemed his salary to be insufficient for his contributions to the bank, and received $550 million the next fiscal year.
Drexel steered numerous large corporate takeovers during the 1980s. However, Drexel's excessive ambition caused the firm to veer into criminal behavior. Eventually, it abused the junk bond market and became involved in insider trading. In February 1990, Drexel filed for Chapter 11 bankruptcy to avoid being seized by the Securities and Exchange Commission. It was the first Wall Street firm to be forced into bankruptcy since the Great Depression.
Early history
I.W. "Tubby" Burnham, a 1931 graduate of the Wharton School of the University of Pennsylvania, founded the firm in 1935 as Burnham and Company, a small New York City-based retail brokerage."I.W. Burnham II, a Baron of Wall Street, Is Dead at 93". The New York Times, June 29, 2002. Burnham started the firm with $100,000 of capital (equivalent to $ million in ), $96,000 of which was borrowed from his grandfather Isaac Wolfe Bernheim, the founder of a Kentucky distillery.
It became one of the more successful brokerages in the country, eventually building its capital to $1 billion. While Burnham eventually branched out into investment banking, the company's ability to expand was limited by the structure of the investment banking industry of that time. A strict unwritten set of rules assured the dominance of a few large firms by controlling the order in which their names appeared in advertisements for an underwriting. Burnham, as a "sub-major" firm, needed to connect with a "major" or "special" firm in order to further expand.
Burnham found a willing partner in Drexel Firestone, an ailing Philadelphia-based firm with a rich history. Drexel Firestone traced its history to 1838, when Francis Martin Drexel founded Drexel & Company. His brother, Anthony Joseph Drexel, became a partner in the firm at age 21, in 1847. The company made money in the opportunities created by mid-century gold finds in California. The company was also involved in financial deals with the federal government during the Mexican–American War and the U.S. Civil War. A. J. Drexel took over the firm when his brother died in 1863. He partnered with J. P. Morgan and created one of the largest banking companies in the world, Drexel, Morgan & Co.The Man Who Made Wall Street: Anthony J. Drexel and the Rise of Modern Finance.
In 1940, several former Drexel partners and associates formed an investment bank and assumed the rights to the "Drexel and Company" name. The old Drexel, which chose to concentrate on commercial banking after the Glass–Steagall Act regulated the separation of commercial and investment banking, was completely absorbed into the Morgan empire. The new Drexel grew slowly, relying on its predecessor's historic ties to the larger securities issuers. By the early 1960s, it found itself short on capital. It merged with Harriman, Ripley and Company in 1965 to form Drexel Harriman Ripley. In the mid-1970s, it sold a 25 percent stake to Firestone Tire and Rubber Company, renaming itself Drexel Firestone.
Despite having only two major clients by the 1970s, Drexel was still considered a major firm, and thus got a large chunk of the syndicates formed to sell stocks and bonds. By 1973, however, it was a shell of its former self, and the shock of the 1973-1974 market crash sent the firm reeling. Drexel management soon realized that a prominent name was not nearly enough to survive and was very receptive to a merger offer from Burnham.
Even though Burnham was by far the dominant partner and nominal survivor in the merger, the more powerful investment banks insisted that the Drexel name come first as a condition of inheriting the old Drexel's place in the "major" bracket. Burnham had no choice but to agree, since his enlarged firm needed the informal blessing of the more powerful firms to survive on Wall Street. Thus, Drexel Burnham and Company, headquartered in New York, was born in 1973Den of Thieves. Stewart, J. B. New York: Simon & Schuster, 1991. . with $44 million in capital. The merged firm claimed 1935 as its founding date.
In 1976, it merged with William D. Witter (also known as Lambert Brussels Witter), a small "research boutique" that was the American arm of Belgian-based Groupe Bruxelles Lambert. The firm was renamed Drexel Burnham Lambert and incorporated that year after 41 years as a limited partnership. The enlarged firm was privately held; Lambert held a 26 percent stake and received six seats on the board of directors. Most of the remaining 74 percent was held by employees. Burnham remained the enlarged firm's chairman. He handed his posts of president and CEO to Robert Linton, who had started at Burnham and Company in 1945 as a stock certificate runner. Linton succeeded Burnham as chairman in 1982.
Business Drexel's legacy as an advisor to both startup companies and fallen angels remains an industry model today. Michael Milken, one of the few senior executives who was a holdover from the old Drexel, got most of the credit by almost single-handedly creating a junk bond market. However, another key architect in this strategy was Fred Joseph. Shortly after buying the old Drexel, Burnham found out that Joseph, chief operating officer of Shearson Hamill, wanted to get back into the nuts and bolts of investment banking and hired him as co-head of corporate finance. Joseph, the son of a Boston taxicab driver, promised Burnham that in 10 years, he would make Drexel Burnham as powerful as Goldman Sachs.
Joseph's prophecy proved accurate. The firm rose from the bottom of the pack to compete with and even top the Wall Street Bulge Bracket firms. While Milken was clearly the most powerful man in the firm (to the point that a business consultant warned Drexel that it was a "one-product company"), it was Joseph who succeeded Linton as president in 1984, adding the post of CEO in 1985.
Drexel, however, was more aggressive in its business practices than most. When it entered the mergers and acquisitions field in the early 1980s, it did not shy away from backing hostile takeovers—long a taboo among the established firms. Its specialty was the "highly confident letter", in which it promised it could get the necessary financing for a hostile takeover. Although it had no legal status, by this time Drexel (i.e., Milken) had a reputation for making markets for any bonds it underwrote. This made a Drexel "highly confident letter" as good as cash to many of the corporate raiders of the 1980s. Among the deals it financed during this time were T. Boone Pickens' failed runs at Gulf Oil and Unocal, Carl Icahn's bid for Phillips 66, Ted Turner's buyout of MGM/UA, and Kohlberg Kravis Roberts successful bid for RJR Nabisco.
Organizationally, the firm was considered the definition of a meritocracy. Divisions received bonuses based on their individual performance rather than the performance of the firm as a whole. This often led to acrimony between individual departments, who sometimes acted like independent companies rather than small parts of a larger one. Also, several employees formed limited partnerships that allowed them to invest alongside Milken. These partnerships often made more money than the firm itself did on a particular deal. For instance, many of the partnerships ended up with more warrants than the firm itself held in particular deals.
The firm had its most profitable fiscal year in 1986, netting $545.5 million—at the time, the most profitable year ever for a Wall Street firm, and equivalent to $ billion in . In 1987, Milken was paid executive compensation of $550 million for the year.
Downfall 1986–1989 According to Dan Stone, a former Drexel executive, the firm's aggressive culture led many Drexel employees to stray into unethical, and sometimes illegal, conduct. Milken himself viewed the securities laws, rules and regulations with some degree of contempt, feeling they hindered the free flow of trade. He was under nearly constant scrutiny from the Securities and Exchange Commission from 1979 onward, in part because he often condoned unethical and illegal behavior by his colleagues at Drexel's operation in Beverly Hills. He personally called Joseph, however, who believed in following the rules to the letter, on several occasions with ethical questions.
The firm was first rocked on May 12, 1986, when Dennis Levine, a managing director in Drexel's M&A department, was charged with insider trading. Levine had joined Drexel only a year earlier. Unknown to Drexel management, he had spent his entire Wall Street career trading on inside information. Levine pleaded guilty to four felonies, and implicated one of his recent partners, super-arbitrageur Ivan Boesky. Largely based on information Boesky promised to provide about his dealings with Milken, the SEC initiated an investigation of Drexel on November 17. Two days later, Rudy Giuliani, then the United States Attorney for the Southern District of New York, launched his own investigation. Ominously, Milken refused to cooperate with Drexel's own internal investigation, only speaking through his attorneys. A year later, Martin Siegel, the co-head of M&A, pleaded guilty to sharing inside information with Boesky during his tenure at Kidder, Peabody.
For two years, Drexel steadfastly denied any wrongdoing, claiming that the criminal and SEC investigations into Milken's activities were based almost entirely on the statements of Boesky, an admitted felon looking to reduce his sentence. This was not enough to keep the SEC from suing Drexel in September 1988 for insider trading, stock manipulation, defrauding its clients and stock parking (buying stocks for the benefit of another). All of the transactions involved Milken and his department. The most intriguing charge was that Boesky paid Drexel $5.3 million in 1986 for Milken's share of profits from illegal trading. Earlier in the year, Boesky characterized the payment as a consulting fee to Drexel. Around the same year, Giuliani began seriously considering indicting Drexel under the powerful Racketeer Influenced and Corrupt Organizations (RICO) Act. Drexel was potentially liable under the doctrine of respondeat superior, which holds that companies are responsible for an employee's crimes.
The threat of a RICO indictment unnerved many at Drexel. A RICO indictment would have required the firm to put up a performance bond of as much as $1 billion in lieu of having its assets frozen. This provision was put in the law because organized crime had a habit of absconding with the funds of indicted companies, and the writers of RICO wanted to make sure there was something to seize or forfeit in the event of a guilty verdict. Most Wall Street firms, then as now, relied heavily on loans. However, 96 percent of Drexel's capital was borrowed money, by far the most of any firm. This debt would have to take second place to any performance bond. Additionally, if the bond ever had to be paid, Drexel's stockholders would have been all but wiped out. Due to this, banks will not extend credit to a securities firm under a RICO indictment.