Questions Abound on Bear Stearns Buyout - Congress Wants Answers (
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The U.S. Congress also wants answers, particularly on the
involvement of the Federal Reserve in pushing the deal, which
came as Bear Stearns faced a sudden cash crunch and possible
collapse. In an unusual move, the Fed agreed to lend $30
billion to fund illiquid Bear Stearns assets to help seal the
takeover.
Among the unanswered questions are: Were other parties
asked to bid on Bear Stearns, or did the government solely
approach JPMorgan about the takeover? Were any overseas banks
or private equity firms asked to consider a bid, or did the
buyer have to be a large U.S. bank?
Also, how did the Federal Reserve arrive at the $30 billion
figure and did it discuss with Bear whether it was preferable
to arrive at a quick sale or explore a bankruptcy filing? How
could due diligence be done and the deal approved in the space
of a few frantic hours on Sunday? And how can a party taking
over another be allowed to run the target before the deal has
gone through?
With so many unknowns, the U.S. Senate Finance Committee is
reviewing the sale and particularly what implications it may
have for taxpayers. On Thursday afternoon, The committee's top
Republican, Iowa Sen. Chuck Grassley, said he wanted details of
the Fed's financial support of the deal, as well as how Bear
insiders were being treated under the buyout.
In the House of Representatives, the chairman of the House
Oversight and Government Reform Committee also wants to know
more. The committee is conducting a "preliminary review" of the
deal, an aide to Democratic Rep. Henry Waxman of California,
who chairs the panel, said on Thursday.
A decision on whether to launch a more formal investigation
or to hold committee hearings could take several weeks, said
the aide, who declined to be identified. The aide added that
the Bear Stearns developments dovetailed with separate hearings
that Waxman's committee has conducted on compensation packages
for top executives at troubled firms.
Some questions should be answered when the companies
disclose the merger proxy, which must include more details
about how the deal was hammered out and whether other potential
bidders were contacted.
The SEC is always concerned "that the entire background of
the merger be set forth," Melican said. "They're always very
insistent on that, even in a normal case. I would think in this
case, they would be even more so."
Also, if there are any legal challenges, Bear Stearns and
JPMorgan could be forced to cough up more details, experts say.
Another unanswered question, experts say, is what forced
the Fed to step forward. Sanford Brown, who previously worked
in the Office of the Comptroller of the Currency and is now an
attorney at law firm Bracewell & Giuliani, wanted to know when
the government realized problems were on the horizon.
"Two years ago, the research guys at the Fed and the FDIC
probably saw this coming," he said. "Why didn't they come in
sooner? Somebody along the way should have said 'stop ... we're
creating too much risk in the system.'
(Additional reporting by Diane Bartz and Richard Cowan in
Washington; Editing by Andre Grenon)
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