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UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE COMMISSION,  450 Fifth Street, N.W.  Washington, D.C. 20549, Plaintiff, - against - J.P. MORGAN SECURITIES INC.,  270 Park Avenue  New York, New York 10017, Defendant.

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Civil Action No.

COMPLAINT

Plaintiff Securities and Exchange Commission ("Commission" or "SEC") alleges:

NATURE OF THE ACTION

1. The Commission brings this action against defendant J.P. Morgan Securities Inc. ("JPMSI" or "Defendant"), to redress its violations of pertinent rules of NASD, Inc. ("NASD") and the New York Stock Exchange, Inc. ("NYSE").

2. During the period July 1, 1999 through June 30, 2001 (the "relevant period"), Defendant engaged in acts and practices that created and/or maintained inappropriate influence by investment banking over research analysts, thereby creating conflicts of interest for its research analysts. Defendant failed to manage these conflicts in an adequate manner. During the relevant period, Defendant encouraged its research analysts to participate in investment banking activities, and used this participation as a factor to evaluate analysts and determine their compensation. The Research Department of Defendant coordinated the decision to initiate and maintain research coverage on certain companies with Defendant's Investment Banking Department, and coverage decisions were influenced by investment banking interests.

3. As a result of the foregoing, research analysts were subject to conflicts of interest between supporting Defendant's investment banking business and publishing objective research. In addition, during the relevant period Defendant made payments for research to other broker-dealers not involved in an underwriting transaction when Defendant knew that these payments were made, at least in part, for research coverage. Defendant did not disclose or cause to be disclosed in offering documents or elsewhere the fact of such payments. Finally, Defendant failed to establish and maintain adequate policies, systems, and procedures reasonably designed to detect and prevent the investment banking influences or manage the conflicts of interest.

4. By its conduct, Defendant violated NASD Rules 2110, 2210(d)(1)(A) and 3010, and NYSE Rules 342, 401, 472, and 476(a)(6).

JURISDICTION AND VENUE

5. This Court has jurisdiction over this matter pursuant to Sections 21(d)(1), 21(e), 21(f), and 27 of the Securities Exchange Act of 1934 ("Exchange Act") [15 U.S.C. §§ 78u(d)(1), 78u(e), 78u(f), and 78aa].

6. Defendant, directly or indirectly, used the means and instrumentalities of interstate commerce, of the mails, or of the facilities of a national securities exchange, in connection with the acts, practices, and courses of business alleged herein.

7. Venue is appropriate in this District pursuant to Section 27 of the Exchange Act because Defendant is found, has its headquarters and principal executive offices, and transacts business in this District.

DEFENDANT AND OTHER RELEVANT ENTITIES

8. J.P. Morgan Securities Inc. is a subsidiary of J.P. Morgan Chase & Co. ("JPMC"), a Delaware corporation with its principal place of business in New York, New York. JPMSI provides equity research, sales, and trading services, merger and acquisition advisory services, private banking services, and underwriting services.

9. JPMSI is registered with the Commission, is a member of NASD and the NYSE, and is licensed to conduct securities business on a nationwide basis.

10. During the relevant period, several JPMSI predecessor entities engaged in both research and investment banking activities.

11. Hambrecht & Quist LLC ("H&Q") engaged in research and investment banking activities until it was acquired by The Chase Manhattan Corporation ("Chase") in December 1999. H&Q was merged into Chase Securities Inc. ("CSI"), a subsidiary of Chase, and the merged entity engaged in research and investment banking activities under the name CSI and the trade name Chase H&Q. CSI did not publish equity research prior to the acquisition of H&Q by Chase.

12. In 1999, JPMSI engaged in both research and investment banking activities as a subsidiary of J.P. Morgan & Co. Incorporated ("JPM"). In December 2000, Chase acquired JPM, creating the combined entity JPMC. In May 2001, CSI and JPMSI merged, and CSI assumed the name JPMSI. Since then, JPMSI has engaged in equity research under the name JPMSI and the trade names J.P. Morgan and J.P. Morgan H&Q.

13. For purposes of this Complaint, the JPMSI predecessor entities that engaged in both research and investment banking activities - H&Q, CSI, and JPMSI - shall be referred to unless otherwise specifically stated as "Defendant."

FACTUAL ALLEGATIONS

I. RESEARCH ANALYST PARTICIPATION 
IN INVESTMENT BANKING ACTIVITIES

14. Research analysts were responsible for providing analyses of the financial outlook of particular companies in the context of the business sectors in which those companies operated and the securities market as a whole.

15. Research analysts evaluated companies by, among other things, examining financial and other information contained in public filings, questioning company management, investigating customer and supplier relationships, evaluating companies' business plans and the products or services offered, building financial models, and analyzing competitive trends.

16. After synthesizing and analyzing this information, research analysts drafted research reports and more abbreviated "notes" that typically contained a recommendation, a price target, and a summary and analysis of the factors upon which the analyst relied in issuing the price target and recommendation.

17. Defendant published research on publicly traded companies, and this research was distributed to Defendant's institutional and private equity customers. Published research was made available through mailing lists, Defendant's website, and subscription services provided by First Call. In addition, the research was made available to some retail customers of another broker dealer and offered via websites offering brokerage and investment services.

18. In addition to performing these research functions, certain research analysts participated in investment banking activities.

19. These investment banking activities included identifying and/or vetting companies as prospects for investment banking services, participating in pitches of investment banking services to companies, participating in "roadshows" associated with underwriting transactions, and speaking to investors to generate interest in underwriting transactions. (A "roadshow" is a series of presentations made to potential investors in conjunction with the marketing of an upcoming underwriting.)

20. These investment banking activities also included participating in commitment committee and due diligence activities in connection with underwriting transactions and assisting the Investment Banking Department in providing merger and acquisition ("M&A") and other advisory services to companies. (The commitment committee was responsible for, among other things, evaluating and then either approving or rejecting Defendant's participation in initial public offerings ("IPOs") and other investment banking transactions.)

21. Defendant encouraged all research analysts to support its businesses, including Defendant's investment banking business and, in some cases, research analysts were expected to participate in the foregoing investment banking activities. The level of analyst participation in these investment banking activities was sometimes significant.

22. For example, in an e-mail dated May 23, 2000 and sent by a research analyst to the Head of Research at JPMSI, the analyst requested approval to hire another junior analyst. The analyst stated:

I'd like to get yet another junior. . . . The deals are really dragging me down, and I'm not spending nearly enough time with buy-side clients. Even though the market is crap, we continue to process deals in hopes of market recovery. . . . I am trying to remove myself from the day-to-day production of research. I actually like doing it, but it's not what you pay me for. [Emphasis in the original.]

23. Investment banking business was an important source of revenue for Defendant. In 2000, the combined operating revenues for JPM and Chase totaled $32,793,000,000 and the combined revenues for the Equity Capital Markets ("ECM") and the M&A Departments at JPM and Chase totaled $1,687,000,000.

II. PARTICIPATION IN INVESTMENT BANKING ACTIVITIES WAS A
FACTOR IN EVALUATING AND COMPENSATING RESEARCH ANALYSTS

24. The compensation system at Defendant provided an incentive for research analysts to participate in investment banking activities and to assist in generating investment banking business for Defendant.

25. The performance of research analysts was evaluated by the Head of Research through an annual review process and, where not set by contract in advance, the research analyst's bonus was determined through this process.

26. The Head of Research evaluated the research analysts' job performance through responses to self-evaluation forms, surveys of the sales force, input from the Investment Banking, Sales, and Trading departments, consideration of market factors and rankings by investor publications, and, in some cases, written "team reviews" submitted by individual investment bankers.

27. The self-evaluation forms contained questions on areas constituting the major allocations of research analysts' time, including questions relating to participation in investment banking activities.

28. In response to questions relating to participation in investment banking activities, research analysts reported one or more of the following: their investment banking activities, accomplishments, and goals, their participation in lead- and co-managed underwritings, and the fees associated with investment banking transactions on which the analyst worked.

29. For example, the "Investment Banking Activities" section of a 1999 self-evaluation form queried: "In what way have you assisted in discovering or executing banking transactions (i.e., due diligence sessions, pitches)? Be specific." In response, a research analyst stated: "Helped put together and develop pitch books for KV Pharma and King Pharmaceuticals"; "Helping to come up with creative ideas and contributing to brainstorming sessions with bankers - ad hoc and in biweekly Monday meetings"; "Have a good handle on which companies will need financing in the near future and stepping up research efforts to ensure a place for H&Q on the cover"; and "Increasing responsibility in the office allows [another research analyst] to travel and be more active in pitching and winning deals with new companies."

30. In another example, a research analyst stated the following in response to investment banking questions contained in his year 2000 self-evaluation form:

Completed 21 investment banking deals, including 11 lead-managed deals. . . . Biotechnology new issues have generated $70 million in primary fees in fiscal year 2000 YTD. In 2000 we were ranked #1 in healthcare common equity offerings by U.S. Issuers, raising $3.9 billion and capturing 21.9% market share.

In addition, the analyst listed all deals on which he worked that were "Lead Managed," "Co-managed, "Pitched," and "Pending."

31. The self-evaluation forms conveyed to research analysts some of the criteria used to evaluate their performance. As reflected in the investment banking questions contained in the forms, contribution to Defendant's investment banking business was an important part of the analyst's job.

32. In some circumstances, research analysts requested that individual investment bankers complete a written "team review" of the analyst, which was then submitted to the Head of Research. In these reviews, the investment banker described his or her contact with the analyst and the analyst's participation in investment banking activities, including pitch and underwriting activities.

33. For example, in a 1999 review of a research analyst by an investment banker, the banker stated the following:

I have worked extensively with [this research analyst] over the past year. I probably speak to her everyday [sic] on topics ranging from executing live transactions, evaluating potential business opportunities, drafting `pitch' presentations, coordinating scheduling and marketing efforts across IB, and strategizing about the Internet practice. . . . I consider [her] to be a partner in our building of the firm's Internet franchise and, as a result, probably work more closely with her than anyone in IB.

34. Research analysts sometimes provided reviews of investment bankers in conjunction with the banker's performance review. In these reviews, analysts described their contact with the banker and referenced participation in specific investment banking activities.

35. For example, in an e-mail dated Dec. 14, 2000, a research analyst provided a review of an investment banker. The analyst stated:

I've probably had more opportunity to work with [this investment banker] and observe him in action than anybody else in the bank. . . . [The banker and I] have been in sync about where the quality banking prospects are so that I don't have to fend off garbage banking deals. . . . Built semiconductor banking practice from nothing: . . . [The banker and I] have built a profitable semiconductor banking practice, starting from literally zero four years ago. . . . In 1999, we posted a couple of successes. . . . With a touch more luck, we could have doubled the revenue potential this year. . . . We are still banking the semiconductor sector pretty much the way we did three years ago, which means going after a dozen or so key prospects (split evenly between existing public companies and quality IPO candidates) and then doing everything else opportunistically rather than strategically. . . . The message here is that we have not developed the semiconductor banking machine that our strongest dozen competitors have, and that makes it hard to gain market share. [Emphasis in the original.]

36. Based upon comments in the self-evaluations completed by research analysts and the reviews completed by both analysts and investment bankers, the two groups worked closely on investment banking transactions and shared a common goal of building Defendant's investment banking business.

37. The Head of Research reviewed the self-evaluations and team reviews and provided a verbal and/or written evaluation of the research analyst. The written evaluations provided feedback on the analyst's performance during the year and in certain cases highlighted the analyst's participation in investment banking activities, including the revenues generated by investment banking transactions on which the analyst worked.

38. For example, the Head of Research at JPMSI stated the following in the first paragraph of his year 2000 evaluation of a research analyst:

By every measure, [the research analyst] had an outstanding year in 2000. Most importantly, [he] led the charge in establishing J.P. Morgan as the #1 biotech shop with a resounding 21.9% share of the underwriting wallet in his sector. [He] supported 21 transactions this year, 11 of which were as the lead underwriter. The revenue attributable to these transactions is over $70 mm.

Later in the evaluation, the Head of Research stated that the analyst's contribution to Defendant's "corporate underwriting business" was "enormous."

39. Comments by the Head of Research conveyed to research analysts the performance areas that were important to research management and Defendant. Based upon these comments, certain analysts were encouraged to participate in investment banking activities, increase investment banking revenues, and enhance the reputation of Defendant's investment banking franchise.

40. Research analyst bonuses were determined by the Head of Research in his discretion after considering several factors that contributed to the analyst's market value.

41. The research analyst's contribution to and impact on Defendant's investment banking business, and the fees generated by investment banking transactions on which the analyst worked, were some of the factors used to determine the analyst's bonus. If the analyst did not disclose in the self-evaluation form the fees generated by the investment banking transactions on which he or she worked, the Head of Research requested this information from the ECM Department at Defendant.

III. INVESTMENT BANKING INTERESTS INFLUENCED DEFENDANT'S 
DECISION TO INITIATE AND MAINTAIN RESEARCH COVERAGE

42. In general, Defendant determined whether to initiate and maintain research coverage based upon institutional investors' interest in the company and/or based upon investment banking considerations, such as attracting companies to generate investment banking business or maintaining a positive relationship with existing investment banking clients.

43. Regarding companies for which Defendant lead- or co-managed an underwriting transaction, research coverage was typically initiated and maintained for a period of time beyond the transaction.

44. The Head of Research was responsible for approval of the determination to issue, maintain, and drop research coverage. The Head of Research solicited input from other departments, including the Investment Banking Department, to determine the coverage preferences of those departments. Investment banking considerations sometimes played a role in the decision to initiate and maintain research coverage.

45. For example, after the merger of JPM and Chase, the Director of U.S. Equity Research at JPMSI sent an e-mail entitled "U.S. Equity Research Organizational Announcement." Attached was an internal memorandum "outlining Investment Banking Coordination Responsibilities," which stated: "One of the important duties of the Director of Research is to work closely with Investment Banking to ensure that research resources are appropriately aligned with identified investment banking opportunities."

46. In addition, the Head of Research requested that research analysts obtain from investment bankers lists of companies that the bankers wanted under coverage.

47. For example, an e-mail dated November 4, 1999 from the Head of Research to all equity research analysts stated: "[T]alk to your counterparts in IB and prepare a list of the companies that they would like you to cover. . . . Please be sure to have a conversation with the appropriate bankers before you submit your list."

48. Some research analysts and investment bankers actively coordinated the initiation and maintenance of research coverage based upon, among other things, investment banking considerations. This coordination consisted of meetings and communications by telephone and e-mail.

49. For example, a research analyst sent an e-mail dated March 9, 2001 to the Director of U.S. Equity Research at JPMSI that stated:

[Another research analyst] and I have prioritized the coverage area in coordination with banking, and we are moving to a more targeted (no pun intended) investor marketing plan which leverages our combined coverage. . . . We are clearly focused on building both the brokerage and banking businesses. . . . We are actively discussing trimming a couple of the less relevant of these companies and replacing them with larger market capitalization firms which we can bank. . . . In total, I would look to us to initiate on two non-deal related stocks this year, keeping the total names under coverage around the current level. In addition to two non-deal initiations, we have mapped out the year and have planned original theme pieces and other value-added activities for investors including non-deal related road shows. . . .Banking: We already did KPMG, for which I believe we were paid $12.5M. And we have been mandated as a senior co-manager on Accenture, another large transaction. Beyond these, a likely opportunity later in the year is Technology Partners International, an outsourcing consultant. We are well positioned to lead this company's IPO. . . . [An investment banker] leads the coordinated banking effort covering the sector, and we are working closely with [him] and the other coverage bankers to bank existing companies and to identify quality early stage firms. [Emphasis in the original.]

50. In another example, an investment banker sent an e-mail dated May 17, 2001 to a group of biotechnology analysts and bankers to arrange a meeting to discuss "coverage strategy." The e-mail stated: "On the heels of [a research analyst and banker] leaving, we probably need to discuss coverage strategy. Also would be a good time to talk about where we might shake loose some business . . . M&A ideas to pitch, IPOs coming in next wave etc."

51. In another example, a research analyst sent an e-mail dated March 1, 2001 to biotechnology analysts and the Head of U.S. Equity Research that contained the following subject line: "bankers wish list for biotech research." The e-mail stated:

Attached is the culmination of the survey of bankers - as a reminder, I asked them for 3 groups of names. . . . 1. Companies we "owe" research to since they paid us in 2000 and are not covered by research today. Most of these are from analysts who have left (on the H&Q side) and we haven't even had research take a formal look at some of these, which is obviously the first step for deciding on what to do. 2. Public companies where bankers have a good relationship and think we can get banking business if research is on board. The goal here is to have research evaluate the story as soon as possible, so we can either go full bore on getting the business, or re-assign bankers elsewhere if research is negative. 3. Private companies that are focus names-we'll commit to have research spend time with these companies as much as possible before the IPO to put us in the best position possible to win the books. Also, research is going to add their own names if some of their favorites were not mentioned by any of the bankers.

52. The following e-mails reflect the investment banking influences in the initiation and maintenance of research coverage as perceived by an individual research analyst.

53. In an e-mail dated November 2, 2000, a research analyst provided a team review of an investment banker that stated the following:

I have worked with [the banker] on the International Rectifier (IRF) account since around mid-1998 . . . and he lobbied me very actively to pick up coverage so that JPM could go after the banking business, especially equities but also potentially debt, M&A, etc. My attitude initially was that IRF is a low-grade semiconductor company that would be hard to sell to buy-side clients, but [he] kept pushing the banking potential. . . . Finally, I picked up coverage in December 1998. . . . Then, IRF threw sand in our eyes by giving the lead to Morgan Stanley. . . . We picked up coverage when they needed us most at the bottom of the semiconductor cycle and supported the stock enormously. When the plum banking assignment came up that would pay us back for our support, IRF handed the deal to MS, which had zero history with the company.

54. In an e-mail dated August 8, 2000, the same research analyst stated:

Given how thoroughly we just got screwed on IRF, [the Head of Research of JPMSI] is not interested in hearing stories about how if we initiate coverage, then we will be considered for banking business. He wants to hear that the banking business is locked up. We've been screwed too many times. . . . [O]ur not covering IFX is a direct result of being offered money-losing table scraps in the IPO. . . . I guess I'm still in the same old place. Initiating coverage of IFX some time in the next six months is no problem, especially as [a research analyst] is going to have to cover it eventually anyway. It doesn't make sense to have a European semiconductor analyst that does not cover Infineon. [Emphasis in the original.]

55. In addition, consideration of "investment banking sensitivities" was included in a discussion of Defendant's "Long Term Buy" ("LTB") research rating.

56. An e-mail dated December 29, 2000 was sent to all Chase H&Q research analysts, including the Head of Research at Chase H&Q, describing the stock rating system to be used after the merger of JPM and Chase. The e-mail's subject line stated: "Public dissemination of coverage and Re-Rating your stocks-IMPORTANT*****." The e-mail stated:

The guidelines for determining the rating are below. . . . Long-Term Buy: 0-10% outperformance of the relevant benchmark target within a twelve to eighteen month time frame. Shorter-term catalysts to explain the `longer-term' nature of the recommendation, or in certain circumstances investment banking sensitivities, are appropriate for this designation. [Emphasis in the original.]

IV. DEFENDANT PROVIDED CERTAIN COMPANIES WITH AN 
INFORMAL "WARRANTY" OF RESEARCH COVERAGE IN 
CONJUNCTION WITH INVESTMENT BANKING TRANSACTIONS

57. Defendant typically initiated research coverage on companies that engaged Defendant in an investment banking transaction.

58. H&Q and Chase H&Q had an informal policy of providing certain companies with a "warranty" of research coverage in conjunction with investment banking transactions.

59. For example, in an e-mail dated November 22, 2000, and sent by the Head of eBusiness at Chase H&Q to the Head of Research at Chase H&Q and others, the Head of eBusiness stated:

I think that it is important to guaranty [sic] some level of consistent coverage for our fee paying IB clients. In terms of a "warranty period," I think that a period of 18 months would be a fair and appropriate coverage period, as well as a reasonable timeframe for a company to show progress and perhaps "earn" an extension of coverage. During this transition period . . . we could offer more of a general, maintenance-only, "no name" research coverage . . . [that] could be done by a "team" of junior associates from both the IB and research side of the house as part of the "pod" approach to a sector. This coverage would allow the pod to continue to maintain a relationship with the company, generating additional income from the account.

60. Defendant verbally promoted this warranty research coverage in conjunction with pitches of investment banking business to companies, and research coverage would be maintained on certain companies subject to the warranty.

61. For example, in an e-mail dated October 20, 1999 an investment banker sent an e-mail to senior executives at H&Q that contained the following subject line: "Follow Up on a Pitch Please." The e-mail stated:

[Head of Investment Banking:] Please call . . . [the] Chairman of CCC Info. Services. . . . Script: You know that [a team of investment bankers] presented to the board yesterday and that we are very excited about the prospect of serving as agent for a private round with financial and strategic parties and as lead manager on their IPO in early 00. . . . Our pitch is . . . 4. Best aftermarket "warranty."

62. Also, in an e-mail dated December 19, 2000, from an investment banker to a member of the board of directors of Epicor Software Corporation ("Epicor"), the banker stated: "Just a heads up that the extended warranty provided for Epicor is running out." In an e-mail dated December 22, 2000, the board member replied: "not a surprise. thanks for sticking to the deal."

V. DEFENDANT'S PITCH MATERIALS CONTAINED 
DISCUSSIONS OF RESEARCH COVERAGE        

63. During the relevant period, companies considered research coverage to be an important factor in selecting a firm for an underwriting transaction.

64. In certain pitch materials, the Research Department, and research analysts in particular, were described to implicitly suggest that Defendant would provide favorable research coverage after the investment banking transaction. ("Pitch materials" are the written materials provided to the management of an issuer in conjunction with Defendant's pitch or presentation of its strengths and capabilities in conducting an upcoming IPO or other investment banking transaction.) The research analyst's reputation and industry ranking, statistics regarding the percentage of lead- and co-managed IPOs currently under coverage, and Defendant's "aftermarket support" were promoted in pitch materials. In addition, Defendant utilized "case studies" of companies under coverage that included charts comparing the dates of positive published research to the company's stock price. The case studies showed the stock price increases following the analyst's positive recommendation and/or placement on the analyst's or Defendant's "Focus List."

65. For example, in an e-mail dated February 23, 2000, an investment banker forwarded pitch materials to an employee of Participate.com to persuade the company to employ Defendant as an underwriter for an upcoming IPO and private offering. The pitch materials identified the research analyst who would cover the company after the investment banking transaction. In pages captioned "[Research analyst's name]: Authoritative Voice in the Marketplace," "case studies" were presented on the analyst's past coverage of two companies: Wireless Facilities and AppNet. The case studies contained charts that showed the stock price increases following placement of the stock on the analyst's and Defendant's focus lists. The "Wireless Facilities Case Study" stated the following: "Chase H&Q adds WFI to Focus List: WFI gains 11.7% (1/27/00)." The "AppNet Case Study" stated the following: "Chase H&Q adds AppNet to Focus List: AppNet gains 7.5% (8/2/99). . . . While on [the research analyst's] Focus List, AppNet appreciates 309% (8/2/99-10/26/99)." Also presented were excerpts of positive commentary by the research analyst that accompanied the Buy ratings and/or placement on the focus lists.

VI. RESEARCH ANALYSTS WERE VISIBLE ON STOCKS 
TO GENERATE INVESTMENT BANKING BUSINESS 

66. Research analysts were encouraged to increase their visibility, or level of communication, on certain stocks to generate investment banking business.

67. Lists of stocks were distributed to various departments at Defendant, including the Research Department.

68. The "ECM [Equity Capital Markets] target list" contained stocks of companies from which Defendant was seeking investment banking business during the next 18 months.

69. The "trading focus list" contained stocks of companies from which Defendant was seeking investment banking or underwriting business during the next three months.

70. The Research Department and other departments were at times encouraged to increase the trading volume of the stocks on the lists for investment banking purposes.

71. The following e-mail, dated May 11, 2001 and sent from an investment banker to individuals on the "IB Ebusiness" distribution list, explained the rationale for the two lists:

The criteria for being on the [ECM target] list is . . . potential equity business over the next 18 months where we would like to target the resources of the firm to win the books. . . . Our objective is to make sure we are being as proactive as possible from an equity perspective, and focusing the equity resources of the firm on these targets to help you win the books for these transactions. . . . The criteria for being placed on the trading focus list is an investment banking event with [sic] the NEXT THREE MONTHS. . . . This investment banking list could be an m&a event or an equity event. . . . In cases where the investment banking event will occur far in advance, our first approach is to work with the traders, analysts and sales traders to increase our trading activity naturally, before we start spending the firm's capital. [Emphasis in the original.]

72. Trading rank was important to a company's choice of a firm for investment banking transactions, and Defendant's trading rank was often promoted in pitch materials to potential investment banking clients.

73. For example, pitch materials provided in conjunction with the AppNet IPO contained a section entitled "Commitment to Corporate Clients Delivers Institutional Credibility and Trading Strength." There, H&Q's Autex trading rank is identified as "#1," "#2," "#3," and "#4" in the stocks of specific companies that engaged H&Q for an IPO.

74. Certain research analysts were encouraged to increase their visibility, or level of communication, on stocks contained in these lists.

75. For example, in an e-mail dated September 27, 2000, from an investment banker to a research analyst and others, the banker forwarded September's focus list and stated:

The list is okay but we are falling way short on a few names. Vicinity we are not AT [sic] the goal, we are below the goal for the past two months. This is a problem. On Intertrust and Mypoints, we are not even close to our targets. Less critical, but we need to do a better job. Concord EFS paid us $5 MM last year and we are the #18 trader of that stock. Also disappointing . . . [Y]ou [research analyst] need to get more visible on these names with the salespeople so that trading doesn't have that excuse to hide behind.

VII. PAYMENTS FOR RESEARCH

76. During the relevant period, H&Q and Chase H&Q made seven payments totaling $1,312,500 for research issued in conjunction with five underwriting transactions in which Defendant was a lead- or co-manager.

77. H&Q and Chase H&Q made these payments for research without disclosing or ensuring their disclosure in offering documents or elsewhere.

VIII. DEFENDANT FAILED TO ADEQUATELY SUPERVISE ITS RESEARCH AND INVESTMENT BANKING DEPARTMENTS

78. While the role of research analysts was to produce objective research, Defendant also encouraged them to participate in investment banking activities.

79. In addition, the Research and Investment Banking Departments had a formal connection within Defendant's organizational structure. From February to December 2000 at JPMSI, the Head of Research had a dual reporting line to both the Head of Equities and the Head of Investment Banking.

80. Also, in 2000 at Chase H&Q, research analysts were organized and placed into "Analyst Sub-pods" for purposes of managing and monitoring their investment banking activities. Research analysts reported to "Sub-pod Managers," who were investment bankers and were responsible for the day-to-day coordination of the research analysts' investment banking activities.

81. The Analyst Sub-pod system for Chase H&Q "Internet Research and Banking" is explained in a May 2000 Chase H&Q interoffice memorandum which contained a "coordination chart." In the chart, the Analyst Sub-pods had a direct reporting line to the Sub-pod Managers. The memorandum stated the following: "The `Analyst Sub-pod' is the organizational engine for all that we do." Sub-pod Managers, who were investment bankers, were responsible for the

pipeline management and . . . the day-to-day coordination of the particular analyst as it relates to investment banking activity. . . . The Sub-pod Manager is not responsible for executing all of that particular analyst's transactions, but is responsible for ensuring that appropriate resources are allocated. As such, the Sub-pod Manager should expect to spend a majority of his time banking the Sub-pod Analyst with the balance of his time spent banking other analysts as the demands of the business require it. [Emphasis in the original.]

82. The Analyst Sub-pod system was created to provide "enhanced coordination between Banking and Research."

83. As a result of the foregoing, research analysts were subject to investment banking influences and conflicts of interest between supporting Defendant's investment banking business and publishing objective research. Defendant had knowledge of these investment banking influences and conflicts of interest yet failed to manage them adequately to protect the objectivity of published research.

84. Defendant failed to establish and maintain adequate policies, systems, and procedures reasonably designed to ensure the objectivity of its published research. Although Defendant had some policies governing research analysts' activities during the relevant period, these policies were inadequate and did not address the investment banking influences and conflicts of interest that existed.

FIRST CLAIM FOR RELIEF

[Violation of NASD and NYSE Rules Due to Conflicts of Interest Resulting From Investment Banking Influence Over Research Analysts]

85. Paragraphs 1-84 are realleged and incorporated by reference.

86. NASD Conduct Rule 2110 requires members to observe high standards of commercial honor and just and equitable principles of trade.

87. NYSE Rule 401 states that "[e]very member, allied member and member organization shall at all times adhere to the principles of good business practice in the conduct of his or its business affairs."

88. NYSE Rule 476(a)(6) prohibits member organizations, among other things, from engaging in practices that constitute conduct inconsistent with just and equitable principles of trade.

89. As alleged above, during the relevant period JPMSI engaged in acts and practices, including but not limited to providing a "warranty" of research coverage in conjunction with certain investment banking transactions, that created and/or maintained inappropriate influence by investment banking over research analysts, therefore imposing conflicts of interest on its research analysts. JPMSI failed to manage these conflicts in an adequate or appropriate manner.

90. By reason of the foregoing, JPMSI violated NASD Conduct Rule 2110 and NYSE Rules 401 and 476(a)(6).

SECOND CLAIM FOR RELIEF

[Violation of NASD and NYSE Rules by Making Payments to Other Broker-Dealers for Research]

91. Paragraphs 1-84 and 86-88 are realleged and incorporated by reference.

92. NASD Conduct Rule 2210(d)(1)(A) states in part:

All member communications with the public shall be based on principles of fair dealing and good faith and should provide a sound basis for evaluating the facts in regard to any particular security or securities or type of security, industry discussed, or service offered.

93. NYSE Rule 472 governs communications with the public, including requirements relating to research communications and research reports.

94. As alleged above, during the relevant period JPMSI made payments to other broker-dealers not involved in an underwriting transaction when JPMSI knew that these payments were made, at least in part, for research coverage. JPMSI did not disclose or cause to be disclosed in offering documents or elsewhere the fact of such payments.

95. By reason of the foregoing, Defendant violated NASD Conduct Rules 2110 and 2210(d)(1)(A) and NYSE Rules 401, 472 and 476(a)(6).

THIRD CLAIM FOR RELIEF

[Violations of NASD and NYSE Rules by Failing to Supervise]

96. Paragraphs 1-84 are realleged and incorporated by reference.

97. NASD Conduct Rule 3010 requires members, among other things, to "establish and maintain a system to supervise the activities of each registered representative and associated person that is reasonably designed to achieve compliance with applicable securities laws and regulations," including the NASD's own Rules.

98. NYSE Rule 342 requires members, among other things, to maintain "appropriate supervisory control" over all business activities to ensure compliance with securities laws and regulations, including providing "a separate system of follow-up and review to determine that the delegated authority and responsibility is being properly exercised."

99. As alleged above, during the relevant period JPMSI failed to establish and maintain adequate policies, systems, and procedures for supervision and control of the Research and Investment Banking Departments reasonably designed to detect and prevent the foregoing investment banking influences and conflicts of interest, including a separate system of follow-up and review to assure compliance with federal securities laws and applicable NASD and NYSE rules.

100. By reason of the foregoing, Defendant violated NASD Conduct Rule 3010 and NYSE Rule 342.

PRAYER FOR RELIEF

WHEREFORE, the Commission respectfully requests that this Court enter final judgment:

 

1. Permanently restraining and enjoining JPMSI from violating NASD Conduct Rules 2110, 2210(d)(1)(A), and 3010, and NYSE Rules 342, 401, 472 and 476(a)(6);
   

    

2. Ordering JPMSI to account for and disgorge all proceeds it has obtained as a result of its conduct, plus prejudgment interest thereon;
   

    

3. Ordering JPMSI to pay civil money penalties; and
   

    

4. Ordering such other and further relief as this Court may deem just and appropriate.

	Respectfully submitted,
	_____________________
Of Counsel:  Yuri B. Zelinsky  Kara Novaco Brockmeyer  M. Alexander Koch	Kenneth L. Miller (KM 5614)  Antonia Chion (AC 9522)  James A. Meyers (JM 5231)  SECURITIES AND EXCHANGE COMMISSION  450 Fifth Street, N.W.  Washington, D.C. 20549-0911  (202) 942-4567 (Chion)  (202) 942-9636 (Chion fax)
Date: April 28, 2003	Attorneys for Plaintiff

 

http://www.sec.gov/litigation/complaints/comp18114.htm