Investment Banks Protected From Antitrust Suits by Court

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The U.S. Supreme Court gave Goldman Sachs Group Inc. and other investment banks a new shield from antitrust claims, throwing out lawsuits that accused the securities industry of rigging 900 initial public offerings.

The justices, voting 7-1, yesterday overturned a federal appeals court ruling that had permitted suits against 16 investment banks and institutional investors, a group that also included Credit Suisse Group and Merrill Lynch & Co. The investors were seeking billions of dollars in damages.

The suits had threatened to roil the IPO business. Wall Street’s revenue from stock underwriting has climbed an average 13% a year since 1995, reaching a record $19 billion in 2006, and is on pace to surpass that figure this year, based on estimates by Bank of America analyst Michael Hecht. Goldman Sachs had the most revenue from the business, $1.47 billion, according to Hecht, followed by Citigroup Inc., UBS AG, Morgan Stanley, and Merrill Lynch.

The antitrust suits “would have opened up a real hornet’s nest,” a professor of corporate and securities law at Duke University in Durham, N.C., James Cox, said. “The practices that were being challenged were a variety of practices that the underwriters customarily follow.”

The high court said an antitrust shield was warranted because the Securities and Exchange Commission regulates IPOs and lays out detailed rules governing what steps underwriters can and can’t take. Writing for the court, Justice Stephen Breyer said antitrust suits created “a substantial risk of injury to the securities markets.”

“Had the court taken the opposite view, the industry would have faced massive legal exposure and a major engine of American growth would have been unnecessarily damaged,” the chief executive officer of the Securities Industry and Financial Markets Association, Marc Lackritz, said in a statement.

Yesterday’s ruling is the latest Supreme Court decision to protect companies from class-action claims and other lawsuits. The court last month threw out an antitrust suit alleging collusion by the nation’s largest phone companies.

The lead lawyer for the investors at the high court, Christopher Lovell, said the ruling underscores the importance of separate cases that investors are seeking to press against the banks under federal securities laws.

“The court decision is saying that the premise is that the securities laws will redress this,” Mr. Lovell said. “This puts the focus on the securities cases.”

A federal appeals court last year said a securities suit against the industry was too wide-ranging to move forward as a single class action case. The appeals court later said lawyers suing the industry can ask a trial judge for permission to pursue a suit on behalf of a smaller group of investors.

Mr. Lovell previously said the antitrust dispute had the potential to be a multibillion-dollar case. Under federal antitrust law, damages are automatically tripled.

“This was a monster, huge case that tried to sue everybody for everything on behalf of all investors,” a Washington lawyer who filed a brief in the case on behalf of the U.S. Chamber of Commerce and SIFMA, as the securities-industry trade group is known, Roy Englert, said.

The antitrust lawsuits said the securities firms profited at the investing public’s expense by ensuring that the prices of Amazon.comInc., EBay Inc., and hundreds of other Internet stocks would soar soon after they began trading publicly.

The companies were accused of demanding kickbacks from clients and engaging in “laddering” — requiring clients to buy more stock, at higher prices, after the securities were sold to the public.

Hundreds of Internet start-ups were rushed to market during the IPO frenzy of the late 1990s and 2000. First-day gains from IPOs averaged 87% in 1999 and 71% in 2000, according to IPO researcher CommScan LLC, and underwriters pocketed billions of dollars in fees and commissions.

The defendants also included Citigroup, Morgan Stanley, Lehman Brothers Holdings Inc., Bank of America Corp., Fidelity Investments, Janus Capital Group Inc., and Comerica Inc.


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