• David Swinford, CEO of Pearl Meyer and Partners
• Thomas A. Cole, Partner, and Chair of Sidley Austin’s Executive Committee
• Bruce Aust, Executive Vice President, Corporate Client Group, NASDAQ OMX

During this live webcast, streamed by NASDAQ OMX, you and fellow boardroom and governance leaders across the country will be able to interact with the panelists as we discuss the latest changes from Capitol Hill in compensation disclosure, compliance, and regulation.

To register for the live webcast, click here.

For more information on attending this event, email events@directorship.com or call 617.399.3041.

Increasingly, public companies are examining the private-equity model for lessons that they can apply to their own businesses, including how to take a longer-term focus, improve compensation structures, and perfect portfolio management and capital allocation.

Directorship recently assembled a panel of corporate directors and private-equity managers and experts to discuss changes in capital markets and what public companies can take from private equity in terms of strategies for better performance.

“We do believe that public company directors can learn a great deal from the private-equity markets, including the way incentive plans are set for management and governance, certainly,” said Charles Weinstein, managing partner of Eisner LLP, an accounting firm that represents a number of private-equity clients, including Clayton Dubilier and Apax Partners.

Christopher Loiacono, a partner at Eisner, said that a limited number of private-equity firms are still managing to form new funds and raise capital. “In terms of new fund formation, the brands that are still highly valued and going on their sixth and seventh funds are the ones that go back to market right now and raise traditional private-equity funds. We’re seeing a shift in private equity towards infrastructure funds and we are seeing structured finance professionals coming out of traditional finance backgrounds now forming funds in the infrastructure space.”

So, how are private-equity firms managing their portfolio companies in this uncertain period? “We’re probably doing everything the public companies either can’t or don’t do in this current environment,” said Drew Lipscher, a partner at private-equity firm Greycroft Partners. “While that’s a sweeping generalization, I think there are a couple of core points that underpin that logic: One is, especially at the early-stage level, we take risk. Another aspect involves how we can shift strategies and respond quickly to market conditions, customer needs, or other changes that public companies just can’t execute.”

Some of the panelists said that public companies need to do a better job of moving quickly to take advantage of opportunities. “Public company CEOs should be more nimble so they are able to respond to market conditions that have been so volatile as of late,” said Jonathan Urfrig, CEO and limited partner of U Capital Group. “We also need CEOs that are focused on allocating capital properly.”

One of the questions the panel addressed is: Are some CEOs better for public companies than for private companies? “From my experience—and there certainly are exceptions—private-equity managers are most interested in an exit strategy, so they are primarily interested in increasing the enterprise value of the business,” said Alan Gelband, founder of Gelband & Co., a boutique investment bank. “A public company is more interested in market cap and shareholder value. So, consequently, there are different CEO styles that accomplish these goals differently.”

Sarah Eames, a director at Allied Health and Global Med Technology agreed. “A public company CEO is an individual who sets the strategy and understands what the objectives of the company are. I don’t think there are many public company CEOs who can make the transition very well to a private company CEO.”

IPOs on Hold
While the market for initial public offerings (IPOs) is essentially on hold, many of the companies that went private during the booming buyout period will begin preparing to get themselves in shape for a public offering at sometime in the future.

“The IPO market, unfortunately, is absolutely closed for the moment, but it will open back up. And what we’ve seen prior to this recent phenomenon is a number of smaller IPOs. You had $10 million, $20 million, and $25 million IPOs, and the management teams of those companies tended to be very inexperienced, and not to have a lot of guidance from a board of directors,” said Eisner’s Weinstein. “When that trend changed to private-equity funded companies using the IPO as an exit strategy, the entrepreneurial management team of these smaller companies had the benefit of a very experienced board.”

The experience of the CEO is a key concern of companies looking to go public. “The process of filling out the management team can be a difficult one. You have to make sure that you have a CEO who can survive the road show, be credible, and, preferably, has been battle-tested in a prior job,” said Robert McCooey, senior vice president, Capital Markets Group, at Nasdaq OMX.

In preparation for going public, many private companies, especially those controlled by private-equity firms, will build a top-notch board and practice good corporate governance. “We have executive sessions at all the board meetings that I’m involved in. And we go through the same process of evaluating the CEO. What are the positives? What are the negatives? As a board, it is incumbent on us to turn it into something positive. We bring the CEO back into the room and say, ‘here are the actionable items,’” said Lipscher.

Many of the panelists pointed out that private-company boards tend to be less divisive and more focused around the business model. Parag Shah, a senior managing director at Hercules Technology, said that, by nature, private-company boards are different: “You’re also much more invested in the company compared to independent directors on public boards and you have the issue of greater liability on public boards than you do on private boards, not that there isn’t liability on private boards, but if you’re facing liability issues then you’ll just be that much more likely to engage in second-guessing the CEO.”

Differences aside, when the market improves private companies will be lining up to access the public- capital markets and Weinstein says they will need to be more prepared than ever: “Even though there is not an IPO window right now, companies that may eventually go that route are putting in place the corporate-governance systems and dealing with Sarbanes- Oxley, even as a private company. Putting in place an internal control structure will allow a more natural transition when they do become a public company.”

Among the changes, Olson details:

• The Securities and Exchange Commission (SEC) in August approved amendments to the definition of “independent director” under the NASDAQ Stock Market Rules, which have gone into effect.
• The New York Stock Exchange (NYSE) filed rule changes with the SEC to amend two of its director independence tests; these rules do not require SEC approval and went into effect on Sept. 11.
• Also in August, the SEC announced the settlement of an enforcement action involving a former director who failed to disclose a business relationship with the auditor of three companies on whose boards he served, thereby causing the companies to violate the federal securities laws.

In light of these changes, Olson recommends that companies:

1. Listed on the NYSE with categorical independence standards, amend these categorical standards to reflect the rule amendments.
2. Revise company D&O questionnaires to reflect the rule amendments.
3. Remind directors and officers of the importance of submitting complete and accurate D&O questionnaires.
4. Remind directors of the need to bring to the company’s attention any changes that might impact the director’s independence, and sending quarterly notices to directors, as part of board packages or otherwise, to remind them of the need to inform the company of any changes that may affect their independence.

John Thompson, vice chairman of executive search firm Heidrick & Struggles, says he has observed at least two of what he calls “soft factors” that strangle a board’s effectiveness— allowing a board to be ruled by emotion rather than logic and not proactively managing conflict. “In some instances, where you have a long-standing or founding CEO or if the CEO is a significant shareholder, I see boards asking the CEO what he wants: Do you want to step up to chair? Do you want to exit the board? Too often, I see the board following the CEO, and the CEO is making a decision on an emotional rather than a logical basis, and shareholders are not being served.”

Leading a recent Directorship Roundtable at the Nasdaq OMX Market Site in New York on “Building Better Boards,” Thompson said the litmus test for effective boards is how they manage conflict; ineffective ones fail to do so, while effective boards work to manage agreement. In fact, “it’s something that seems counterintuitive,” Thompson said. “Boards often may not know whether they are in agreement on a topic because some directors refuse to speak up,” he said. “In many boardrooms, there is a lack of direct communication or straight talk. I’m not talking about being abrasive or disruptive, but often when there is a very dominant lead director or CEO, people don’t want to tangle with what the boss wants.”

“On a personal basis, it is surprising how many times I hear directors say, ‘Gee, I can’t believe that we are thinking about doing this,’” said Thompson. “And it strikes me: Why haven’t they spoken up about it? Some directors hold back. Even on issues that are extraordinarily serious such as succession, or hiring a new CEO or board member. Look at some of the issues around stock-options backdating. Sometimes board members just don’t have the time, or fear that raising a question will result in endless debate. Newer board members may think they don’t know enough historical data to speak out. And that’s too bad, because they can often bring a framework or a point of view that might propel the board to work more effectively, ” said Thompson.

“Having been a new board member, I do think we have to speak up. There are no stupid questions,” said Pamela G. Sheiffer, a director for New York & Co. “I do think that at times we are rushing off to catch planes, or there is a board member who perhaps sits on too many boards and doesn’t have the time to commit, so that person thinks ‘I’m not going to bring this up because it’s getting towards the end of the meeting and I don’t want to hold everyone up.’ ”

The introduction of a new director can be the perfect time to conduct a full board review. “When you have a new board member, that is a great time to review,” said Thomas J. Clarke Jr., chairman and CEO of TheStreet.com, who was recently appointed to a board where an issue cropped up that resulted in a management change. “I think it was because I wasn’t afraid to ask the questions that needed to be asked,” he said.

Dissonance and Dissidence

Roundtable participants John A. Ward III, chairman of MAP Alternative Asset Management, and Raymond S. Troubh, a director who serves on such boards as Gentiva Health Services and Triarc Companies, have at different points in their board service careers been brought into companies in need of drastic change. Success can sometimes breed complacency, Ward noted, and the ability to be a new voice asking critical questions can become a necessary learning experience for the entire board.

Both dissonance and dissidence can be constructive, Troubh suggested. “As you get older and stronger, you can speak out more as a brand new director. CEOs shouldn’t always have their way. And directors should have a large, personal stake in the company, so when they talk about shareholders, they’re talking about themselves,” he said. “With respect to succession planning, the chairman can’t pick his own successor. It’s the board that will continue under the new leader who should make that determination. This permeates my view of the independence of the nominating committees as one of the great new developments and will assure that tougher, smarter, more able, objective people will serve on boards.”

Management of ego is also a key factor in building a constructive board. “The leadership sets the tone for all, whether it’s in the boardroom, a surgical room, or on a sports field,” Thompson said. “I think in the boardroom you must manage egos. It’s not consensus you’re aiming for, but leading a group of people in an intelligent discussion to arrive at the right decision.”

One tactic that Thompson has seen work to diffuse a dissident board member who may be controlling the tenor of a meeting, is to have the courage to say, “I hear that people are passionate about position A, but I’m still having trouble with this. Can anyone help me?” or “I’m having some difficulty following the logic of this assumption. Can you help me better understand it?” This simple, direct approach is effective particularly for lead directors or independent committee chairs, Thompson said, “because it totally dismantles the emotion and brings it back to the group.”

Holding regularly scheduled board teleconferences, perhaps weekly, also provides “a consistency and momentum without the chief executive being part of the conversation,” said Allan Grafman, president of All Media Ventures, who serves on a number of boards. “Week after week, you begin to ferret out the issues and by the time you come to the quarterly board meeting, much of the thinking and discussion has already taken place.”

With increasing frequency, directors are crossing borders to serve on boards and facing a host of cultural differences. Boardrooms in other countries are forcing American directors to learn more than whether they are presenting their business cards appropriately. While the desire to provide effective oversight and advice tends to be universal, the road there often depends on the region of the world. Conversely, directors in the United States are finding board colleagues from different cultures may not be entirely familiar with American ways in the boardroom, either.

Alignment vs. Consensus

Bromilow’s coffee-break experience demonstrates how such an ordinary practice can differ from region to region. But there are also cultural differences in the way that directors communicate, build consensus, and socialize in and out of the boardroom.

One of the most striking differences in boardrooms is how boards reach consensus, settle disagreements, and how “lively” the discussion can get. For example, those who have been in boardrooms in the United Kingdom say that if there is no arguing going on, something is wrong. In contrast, the decibel level rarely gets high in Asian boardrooms. Stephen Mader, vice chairman and managing director of board services at executive recruitment firm Korn/Ferry International, likens boardroom interaction in countries such as Japan and China to that of a jury. “With enormous patience, the Japanese and Chinese work toward consensus without heated debate,” he adds. “Consensus can take a long time; they can drive at it without losing their minds,” Mader says. Directors tend to work together with a considerable amount of patience and want all members to agree on a given strategy.

“You’ll never land in Munich and beat your suitcase to the baggage claim. In Rome, your bag might get there two days later.” —Stephen Mader, Korn/Ferry

In the United States, where debate is prized, discussion and consensus building resemble the U.K. model: opposing points of view are welcome and discussions can become heated. Often, arriving at a consensus can take much time, effort, and patience, qualities some experts believe Americans lack. Mader says American boardrooms tend to follow a process that often begins as an alignment and results in a majority consensus.

Americans are also adept at not taking disagreements personally. An adversary during one argument may be an ally in another. “An American director can be in the minority about how to best optimize strategy,” says Mader. “However, given that the majority wholeheartedly believes differently, you are more likely to support the less preferable strategy, and will strive to make it work, regardless of whether that would have been your first choice. That’s American consensus.”

Regulatory regimes can also affect the culture of the boardroom. For example, the passage of Sarbanes-Oxley in the United States has led to a regimented, process-oriented mindset in many boardrooms. Due to the litigious climate in the United States, American boards typically are more careful to dot I’s and cross T’s, and that tactical awareness has only been heightened during the financial crisis. Boards outside of the United States are generally more freewheeling in conversation and in their approach to the agenda.

George L. Davis, a consultant at Egon Zehnder International, sees the international arena as less restricted. “Americans usually find the lack of government regulation a breath of fresh air,” he says. “There’s more room for strategic debates that might not occur in a heavily regulated American boardroom setting.”

The way a boardroom is structured reflects how business operates in different countries. According to Bromilow, who has worked extensively in South America, directors are culled from a small percentage of the population. “In Brazil or Venezuela, you can have a much narrower group of people in the boardroom,” she says. “In some cases, relationships are there before you get on a board. Board members went to school together or are related,” she says. “In fact, that relationship might be a predeterminant for getting onto a board.” She adds that even public companies in these countries tend to be owned by one or more families.

“You have the added dynamic of family members on the board, even if they do not wield economic control,” she says. “Family members can add a really interesting dynamic in the boardroom. You’re very conscious of who is and who is not family, and in many instances, family members do not always think or vote alike.”

One reality that doesn’t vary from region to region is how much of the real work of the board gets done outside the boardroom. “There are meetings outside of meetings during social events. During coffee, lunch, or dinner, real work gets done,” says Bromilow.

There are also stark contrasts in the way board meetings are conducted. “In the U.S. culture, it almost seems like you’re supposed to say something, regardless of whether or not you have something to say,” says Bromilow. “In Japan, by comparison, their culture focuses more on appearances and not ‘looking bad’ in front of everyone else.” The result is that directors tend to remain quiet until they have an important point to make.

In Germany, Mader says the conduct of meetings tends to be more structured, as compared to Italy. Mader likens the differences between doing business in Germany and Italy to waiting for your luggage at the airport baggage claim area: “You’ll never land in Munich and beat your suitcase to the baggage claim. In Rome, your bag might get there two days later.”

Entertaining is perceived differently on an international spectrum. After a laborious day of meetings, don’t expect to be offered a drink in Dubai. “If you didn’t know, you’d be surprised to find at the end of the day that you can’t get a drink in most parts of the Middle East,” says Edward S. Knight, who as general counsel at Nasdaq OMX Group travels extensively. “Expect kosher offerings in Israel and a vegetarian menu in India.”

Ernst & Young CEO Jim Turley advises anyone embarking on business abroad to do his or her homework. Turley’s assistant routinely compiles notes on customs for every country he will visit. “In six or seven pages, you get a summary of the do’s and don’ts of that particular country,” he says. “As important as the proverbial business card exchange in Japan, or what hand gestures not to make while in Brazil, understanding the little nuances can make all the difference.” Just learning a few phrases in the local language, for example, can be a sign of respect and well worth the effort.

At Directorship’s inaugural “Directors to Watch” Forum, hosted by Nasdaq OMX on June 30, Charles Elson quipped “solvency.” The chair of the University of Delaware’s Weinberg Center for Corporate Governance warned the more than 80 attendees that directors should be paying attention to new regulations on executive compensation likely to be included in any Congressional bailout package, and, in particular, severance packages.

Elson, in a panel moderated by PricewaterhouseCoopers’ partner Catherine Bromilow, also said that the Sarbanes-Oxley Act of 2002, passed to restore investor confidence in the aftermath of corporate accounting scandals, may also be subjected to renewed scrutiny.

“SOX and in particular 404 came up with internal controls to mitigate risk…but when highly regulated companies such as banks and insurance companies start to fail, where was SOX? How effective was that?” David Swinford, president and CEO of Pearl Meyer & Partners, an executive compensation consulting, said that the recent collapse or near collapse of so many once venerable firms serves to remind directors that “preserving the corporation” should be their top concern. To do that, he suggested that boards work to avoid “group think.”

The upcoming January through March “pay decision-making season” should also see directors “worried about how to balance pay for non performance,” Swinford said.

Julie Hembrock Daum, an executive recruiter who leads Spencer Stuart’s North American Board Services Practice, said concerns of governance committee members in particular should center on board recruitment and succession planning. Some boards are seeking younger directors while others are pushing the mandatory retirement age for directors up to 75 in an effort to retain their experience.

Daum also noted that one-third of all newly appointed directors have no prior board experience, which underscores the need for boards to understand what makes a good director. She expects boards to become more proactive in succession planning, and said she is being called upon more frequently to help with internal candidate assessment.

Elson pointed out that the level of anger and mistrust being directed at corporate management and boards of directors is nearly unprecedented. “We need to restore confidence in the system,” he said.

Roger Ailes, Fox News

Sharon Allen, Deloitte & Touche

Herbert M. Allison Jr., Director

Gavin Anderson, GMI

Philip A. Armstrong, GCGF

Norman R. Augustine, Director

Stephen Bainbridge, UCLA

Maria Bartiromo, CNBC

David Batchelder, Relational Investors

Lucian A. Bebchuk, Harvard Law

Irv Becker, Hay Group

Beverly Behan, Hay Group

Richard Bennett, The Corporate Library

Robert S. Bennett, Skadden Arps

Dennis R. Beresford, U. of Georgia

Ethan Berman, RiskMetrics Group

Ben Bernanke, The Federal Reserve

John Biggs, Director

Leon Black, Apollo

Lloyd C. Blankfein, Goldman Sachs

Richard Blumenthal, State of Conn.

Magnus Bocker, Nasdaq OMX

John C. Bogle, Hall of Fame

Richard Breeden, Breeden Partners

Catherine L. Bromilow, PwC

Beth A. Brooke, E&Y

Warren Buffett, Berkshire Hathaway

Peter Butler, Governance for Owners

Marshall Carter, NYSE Euronext

Martha Carter, RiskMetrics Group

John J. Castellani, Business Roundtable

William B. Chandler III, Chancery Court

Ram Charan, Charan Associates

Peter Clapman, Governance for Owners

John C. Coffee, Columbia Law School

Frederic W. Cook, Frederic W. Cook & Co.

J. Michael Cook, Director

Christopher Cox, SEC

Jim Cramer, TheStreet.com

Andrew Cuomo, State of New York

Kenneth Daly, NACD

Julie Hembrock Daum, Spencer Stuart

George L. Davis, Egon Zehnder Intl.

Stephen M. Davis, Millstein Center

James L. Dimon, JPMorgan

Samuel A. DiPiazza, Jr., PwC

Christopher Dodd, U.S. Senate

Amy Domini, Domini Social Investments

William H. Donaldson, Hall of Fame

Thomas J. Donohue, Chamber of Commerce

Ed Durkin, United Brotherhood of Carpenters

Theodore L. Dysart, Heidrick & Struggles

Jay Eisenhofer, Grant & Eisenhofer

Charles Elson, U. of Delaware

John Engler, NAM

Richard Ferlauto, AFSCME

Timothy Flynn, KPMG

Margaret “Peggy” Foran, Sara Lee

Cynthia M. Fornelli, CAQ

Barney Frank, U.S. Congress

William F. Galvin, State of Mass.

William W. George, Harvard Business School

Kayla Gillan, RiskMetrics Group

Robert J. Giuffra, Jr., Sullivan & Cromwell

Scott Goebel, Fidelity

Holly Gregory, Weil, Gotshal & Manges

Robert Greifeld, Nasdaq OMX

Joseph Grundfest, Stanford Law School

Steven Hall, Steven Hall & Partners

Robert Hallagan, Korn/Ferry Intl.

Laurence P. Hazell, Standard & Poor’s

Edward Herlihy, Wachtell Lipton

Robert Herz, FASB

John A. Hill, Putnam

Paul Hodgson, The Corporate Library

Christopher Hohn, TCI

Michele J. Hooper, Director

Anthony J. Horan, JP Morgan

Carl Icahn, Icahn Investments

Ray R. Irani, Occidental Petroleum

Edward Kangas, Director

Adam Kanzer, Domini Social Investments

Henry Keizer, KPMG

Donald Keough, Director

Joe Kernen, CNBC

Richard Ketchum, FINRA

Charles King, Korn/Ferry Intl.

Catherine Kinney, NYSE Euronext

Jannice L. Koors, Pearl Meyer & Partners

Richard H. Koppes, Jones Day

Henry Kravis, KKR

Frederick J. Krebs, ACC

John A. Krol, Director

Robert Kueppers, Deloitte & Touche

Arthur Levitt, Hall of Fame

Martin Lipton, Wachtell Lipton

Jay W. Lorsch, Harvard Business School

Joann Lublin, Wall Street Journal

Steve Mader, Korn/Ferry Intl.

Ken Marzion, CalPERS

Mary Pat McCarthy, KPMG

Bill McCollum, State of Florida

Robert McCormick, Glass Lewis

Blythe J. McGarvie, Director

William McGuinness, Fried Frank

Patrick McGurn, RiskMetrics Group

W. James McNerney, Jr. Boeing

James P. Melican, PGI

Pearl Meyer, Steven Hall & Partners

Bill Miller, Legg Mason

Ira Millstein, Hall of Fame

Nell Minow, The Corporate Library

Robert A.G. Monks, author, Corpocracy

Peter Montagnon, ABI

Gretchen Morgenson, New York Times

Anne Mulcahy, Xerox

Anne Mule, Sunoco

Rupert Murdoch, News Corp.

Alan Murray, Wall Street Journal

Jim Naughton, Corporate Governance Blog

Thomas Neff, Spencer Stuart

Duncan Niederauer, NYSE Euronext

Joseph Nocera, New York Times

Floyd Norris, New York Times

Mark Olson, PCAOB

James Owens, Caterpillar

Michael Oxley, Hall of Fame

William Patterson, CtW

Henry M. Paulson, Jr. U.S. Treasury

Harry Pearce, Director

Harvey L. Pitt, Kalorama Partners

Becky Quick, CNBC

Carl Quintanilla, CNBC

David Rubenstein, Carlyle Group

Paul Sarbanes, Hall of Fame

Charles E. Schumer, U.S. Senate

Stephen A. Schwarzman, Blackstone

Mary Shapiro, FINRA

Damon Silvers, AFL-CIO

David W. Smith, SCSGP

Michael Smith, AIG

Jeffrey A. Sonnenfeld, Yale School of Management

Larry W. Sonsini, Wilson Sonsini

Andrew Ross Sorkin, New York Times

Myron T. Steele, Delaware Supreme Court

Leo E. Strine, Chancery Court

David N. Swinford, Pearl Meyer & Partners

John Thain, Merrill Lynch

Andrew Tuch, Corporate Governance Blog

James S. Turley, E&Y

E. Norman Veasey, Weil Gotshal & Manges

Stephen Wagner, Deloitte & Touche

Carol Ward, Kraft Foods

Henry Waxman, U.S. Congress

Ralph Whitworth, Relational Investors

John Wilcox, TIAA-CREF

Note: More than 100 individuals are named because some listings contain more than one person at the same company or in the same industry.

For the complete 2008 Directorship 100 article, click HERE.

On Friday, July 11, Nasdaq’s matched share volume in NYSE-listed securities was 1.730 billion compared to the NYSE’s 1.727 billion. NASDAQ’s matched market share in NYSE-listed securities was 25.66 percent, compared with the NYSE’s 25.61 percent.

The record volume and percentage defines a trend of increased trading of NYSE-listed companies on the rival Nasdaq market. During June 2008, Nasdaq’s average daily matched volume in NYSE-listed stocks was a record 1.06 billion shares, a 107 percent increase compared with the same period last year. Nasdaq’s matched market share in NYSE-listed securities last month was a record 23.0 percent, up from 15.9 percent  in June 2007.

Nasdaq’s matched market share in NYSE-listed securities has grown fifteen-fold from 64 million shares per day in June 2005 to 1.06 billion shares per day in June 2008.

“There has been a sea change in how and where stocks trade, and this is a milestone that speaks to that trend,” said Chris Concannon, Executive Vice President, Transaction Services, Nasdaq OMX.

To view a graph highlighting NASDAQ’s growth in trading NYSE-listed securities over the past three years, click here. 

For more information about these and other NASDAQ Stock Market performance statistics, click here.

Mark Hemsley, chief executive of BATS’ European venture, confirmed the opening of an office in London. Two rivals–Turquoise and Pan European Market, a venture of Nasdaq OMX, have previously confirmed their intentions to begin trading in Europe September.

BATS is among a number of upstart trading platforms created after the so-called “Mifid” share trading rules were enacted by the European Commission a year ago. 

BATSinvestors, according to its website, include Citi, Deutsche Bank, JPMorgan, Lehman Bros., Merrill Lynch and Morgan Stanley.