About Chapman, Spira & Carson, LLC
The Principals of Chapman, Spira & Carson (CSC) have worked as a group on Wall Street for over 150 years. Among the firm’s associates, they have owned five seats on the New York Stock Exchange (NYSE) and have been members of all major American Exchanges. Associates have served in various capacities in all facets of the investment banking community; they have been affiliated with the American Stock Exchange (ASE), The National Association of Security Dealers (NASD), the Boston Stock Exchange, the District Business Conduct Committee of the NASD, The Wall Street Planning Group, The Arbitration departments of both the NASD and ASE, as well as the New Products Committee of the NYSE and the ASE. One of our principals was a founding member of the American Commodities Exchange and the New York Futures Exchange. From time to time, the firm has also proposed unique security regulatory modifications to the investment banking industry, many of which have been adopted.
Members of the firm have acted as advisors to various Congressional Committees regarding securities matters. Frequent white papers have been authored by the firm regarding solutions and potential pitfalls that are relative to intricate security regulatory problems, at the request of Congress. In the past, members of the firm have hosted the various regulators from emerging Pacific Rim Countries in advising and initiating training programs: security enforcement procedures, back-office operations, clearing procedures and transaction executions. Our associates have written and published articles and books on highly technical strategies in software, computers, economics and social history.
CSC has acted as consultants for the United Nations in the areas of technology and complex economics. We have hosted seminars in which Commissioners of the Securities and Exchange Commission, the U.S. Attorney, the Congressional author of ERISA, U.S. Senators and other equally prominent legislators and regulators have spoken. Many of these events we have held at the New York Stock Exchange. Our people have also given seminars for the Wall Street Community on NYSE regulations, 390 and 394, negotiated rates, best markets and soft dollar payments. Prominent among those that have participated in our forums have been senior officials at some of the world’s largest banks, brokerage houses, exchange officials, specialist firms and regulators.
The firm is especially proficient in identifying the relationship between proposed additional regulations that insure transparency and the ultimate cost effectiveness of this action relative to business profitability. Moreover, we have been vocal in enumerate potential changes relative to Generally Accepted Accounting Principals (GAAP), concerning issues related to off-balance-sheet transactions. To benefit as they relate to GAAP accounting issues, Sarbanes Oxley enforcement issues as well as the dramatic changes taking place within the marketplace itself as the inevitable shift to electronic order entry and execution irreversibly accelerates its march forward. The firm has also worked on numerous occasions to interpret the effect of regulatory rule changes regarding such esoteric interests such as short selling, margin rates and stock loans.
Numerous books and articles have also been produced by the firm, which are meant to evaluate second and third world risks for our corporate clients who are evaluating international expansion opportunities. We have included almost forty country evaluations in our Point of View section. These country evaluations are a no holds barred appraisal from both a regulatory and taxation point of view, along with sophisticated evaluations of relative government stability, intellectual property rights, debt to gross national product ratios and wage sensitivity. We also look at the educate-ability quotient of the population as well as the government’s ability and desire to create a multi-national friendly environment. Undesirable factors such as massive inflation, unbalanced import-export duties and the ability of internal products to be marketed to local markets are also issues that the country may fit into the transfer pricing daisy chain.
On Wall Street we all deal in resumes’ describing our various firm’s strong points. Have you ever heard of a firm that gave their weak points as well and we are certainly not going start now. However, Wall Street is great at giving advice and not so hot on taking it. As a percentage, broker-dealers probably have a shorter life expectancy that any other business. Since 1950, at the end of every decade only 20% of the brokerage firms had survived bearing the same name. We have never learned how to either prepare for the future or deal with the past. A former Chairman of the New York Stock Exchange served substantial time for fraud, Merrill Lynch and other were involved in highly unusual transactions with Enron and if the firm had been smaller, it would have closed. On this street, bigness represents survivability. During the 1980’s and 90’s many small broker dealers were taken over by either the Italian or Russian Mafia and there was little that the National Association of Security Dealers could do about it. What you see here is not necessarily what you get.
One of Wall Street’s great stories in that regard concerns the famous George Soros, the founder of Quantum Fund, and his wizardry in calling the shots in the global marketplace. George has a son named Robert who actually told it the way it was. “My father will sit down and give you theories to explain why he does this or that. But I remember seeing it as a kid and thinking, Jesus Christ, at least half of this is bullshit. I mean, you know the reason he changes his position on the market or whatever is only because his back starts killing him. It has nothing to do with reason. He literally goes into a spasm, and it’s this early warning sign.” How many of us were ever aware that international markets may rise or fall depending upon George Soros’ back ailments.
Our Philosophy for whatever its worth
One of the most important things to stay clear of are any potential conflicts that could result in litigation. Corporate lawsuits are very expensive and ultimately the only winners are the lawyers. Protecting Intellectual Property is rated as the most expensive litigation that is currently heard in this country. But following closely are the regulatory problems that even innocent employers can be hit with. Sexual discrimination and age discrimination are particularly difficult areas to deal with especially for smaller companies. While we don’t have a magic bullet the will solve any of these problems, one of our affiliates has created a model that could be very useful if followed very carefully. However, the best advise may be that of having an excellent reason for your decisions and be consistent. The following story is one that we use to illustrate the litigious nature of our system and this one didn’t even happen in the United States.
It seems that MGM was concerned that in their upcoming production of Rasputin and the Empress, there was a character named Prince Yusupov who happened to be a real person and very much alive. Due to the fact that MGM was going to fictionalize certain elements of the movie the lawyers thought it best to make up another name for the character that would be harmless. They chose “Prince Chegodieff.” (Obviously no one had a name like that). However, the real Yusupov found the movie too transparent and in his lawsuit claimed that anyone with half a brain would know that in spit of the name change the foolish character was indeed the real Yusupov. The London Court where the matter was heard agreed the the name change was transparent and Yusupov collected a substantial sum from the dazed MGM. However, their misery had only started, it seems that there was also a real Prince Chegodieff who was not at all happy by being made to look like a clown on the big screen and he filled his own action. MGM lost again and the litigation removed any chance of the film Rasputin and the Empress ever had of making money. I think that if this happened to me, I would have sulked for a year or two before venturing into the daylight again.
In the area of Mergers and Acquisitions, our staff has developed sophisticated mathematical models that are capable of evaluating the strategic benefits of various acquisitions. We also make recommendations based on relative merit and synergistic considerations, such as synergistic intellectual property portfolios that would fill in gaps in the technology, an exchange listing facilitating accelerated access to financing, or a tax loss carry-forward which would be usable by the surviving entity. Probably the worst reason in the world for companies to merge is because something is hot at the moment and looks like it will never stop. The truth is that every fad has its day and until it is tested by time, you can never be certain as to how it will turn out. This is especially true if you are reaching to make it work. Obviously, there are numerous additional issues that must be vigilantly explored, but we believe that the above are some of the more critical. However, we would like to illustrate our point with what is a relatively well known financial disaster.
As you are aware, everyone that knew anything said the tech bubble was never going to stop in 2001. The internet boom was exploding and everyone just had to get a piece of the action. Somehow, the “white shoe” Time Warner crowd got involved with Steve Case the aggressive fearless leader at AOL. At the time, AOL was the leading purveyor of net services and thought they they could move proprietary items such as magazines and movies as well. The people at Time Warner were concerned that the boat was leaving and they were not onboard yet. Thus, a marriage thought to be made in heaven was consummated that almost wiped out everyone concerned. Things became so bad after the merger was accomplished that the “Time employees would no longer have free soft drinks and Sports Illustrated staff would be limited to nine pizzas on issue-closing nights.
Time Warner’s cartoon division was so upset by the culture clash that they refused to license the name “Road Runner” to the company’s high-speed cable internet service for more than a year. AOL was assigned to build websites for the Time Warner Units and this took years to consummate. Time Warner management indicated to their stock holders that its securities would now be treated as an Internet Company however, shortly thereafter, the Internet stocks collapsed and Time Warner collapsed with them. Within a year of the time the deal was announced, Time Warner stock had plummeted to less than one-third of its value. Today ten-years later they are making a tad of comeback but regulatory issues still haunt the company. If Time Warner had checked out Case’s resume’ they would have found out that while at Proctor and Gamble he had invented a moist napkin with built in hair conditioner which almost sank their hair products division.
We are also highly involved in assisting a few of our clients in the the marketing of their products. While for the most part, senior management does not have the time to take cold call from purveyors touting new products, when a well known Investment Banker calls it is an entirely different kettle of fish. companies are always concerned about their next round of financing or a possible acquisition that they can make. Due to the fact that management is not sure what to expect that do not want to take the chance that by not taking the call, they will miss an opportunity. While we do not advertise ourselves as marketing folks and while it is rare when we offer to assist in this, but if we see something particularly dynamic that cries out for marketing help, we really have contacts in the right places. Recently we have been successfully working on several new iterations of software, one of which seems to cover all of the corporate bases relative to regulatory requirement filings such as Sarbanes Oxley and the other is program that appears to answer most of the remaining security issues for the net.
However, we are also smart enough to realize that you never want to be playing in the other guy’s game. The example that I think about whenever we travel a tad outside our chosen business is the one about Ernest Hemingway’s three sons, John, Patrick and Gregory who apparently were best suited to staying at home and collecting royalties on dad’s work. In spite of not being the world class businessmen, they formed a company called Hemingway Ltd that would allow endorsements using Ernest’s name. I have often wondered how dead people are able to give endorsements for anything but I guess certain of us are more gifted than others. Meanwhile the first license they issued was to a Shotgun maker who promptly named his elegant new double-barreled 12-Gauge shotgun, the Hemingway. However, shortly after the advertising campaign began it was pointed out that Hemingway had blown his brains out with a similar weapon. This of course caused some substantial consternation among the public, the manufacturer and the gun dealers.
The Hemingway brothers protested publicly that, “Dad really loved this sort of gun.” making matters infinitely worse. However, the diligent trio was not willing to give up their dad’s ghost just yet, for their encore they plastered their Dad’s name on a mega-priced limited edition Mont Blanc fountain pen that could probably only be afforded by a few people on earth and launched a massive advertising campaign only to be reminded just as the release date arrived that “Dad never wrote with a pen in his life, only with a pencil that had a sturdy eraser.” Another deal had bitten the dust. As we said, whatever your name, don’t think you can cavalierly play in the other fellow’s sandbox. We try only to do these things with a touch of panache.
Another base which we feel is more adequately covered by the firms relationships is that of public relations. Public relations means various things to different people but it is essentially the promotion of goods, services or a corporate logo. Goods may be something as far unique as the price of the company’s stock price, raising money, promoting a new product or whatever public companies do for a living. Chapman is a member of several of the most prestigious analyst societies where clients are able to inter-phase with Wall Street analysts, money managers, columnists and brokers. These forums are virtually unknown to those not in the business but they are valuable accoutrements to what we are able to accomplish. Moreover, through the years we have met a substantial cross section of firms that make a living glorifying their clients, or in other terms making them look better than they really are. If this is done in a conservative manner observing all of the regulations, it is part of entire fund raising picture. Public relations are a powerful tool and can sometimes be used to bend the truth just a tad.
George Plimpton was certainly one of the most interesting people one earth. He would try anything and participated in almost every professional sport while writing articles for the newspapers and magazine. Plimpton had a particularly great sense of humor as did the Harvard Crimson, Harvard’s standard bearing magazine. At the 2001 Yale-Harvard annual competition in 2001 he was asked about what happened between the competitors in 1968. His reply was certain interesting from his Harvard point of view. “Absolutely, he said, Saw Harvard wipe out a 16 point deficit in 42 seconds and end a 16 – game Yale winning streak. Harvard Crimson’s famous headline: “Harvard Beats Yale, 29 – 29” I guess this proves that if you can’t beat em – join em.
We are also pretty good at creating business plans that work. While this is not a particularly productive field for us from an economic point of view, business plans have substantial learning values in their creation and the exhilaration of turning out a good one is sensational. In the process of analyzing the direction a new concept should follow we tend to explore all of the nooks and crannies that lead us from here to there. We have found by delving into these often uncharted waters, keeps us a step ahead. When you have finished the writing of one of these monsters, you sort of are able to walk on water for a day or so because you have just given yourself a PhD degree in a new discipline. Incidentally, we believe that it takes every bit as much effort write one of these as it does to write a doctorial thesis and in this case you are writing something where someone is betting the house on the results, not philosophizing about the meaning of life.
A business plan is like a new baby to the author. His plan is the greatest thing since sliced bread and in many respects it is. Business plans are living and breathing documents and if they are not, you have failed in communication your concept. You must live your business plan as did Leslie Wexner who built Victoria’s Secret, Express, The Limited and Bath and Body Works. While there are some connections within the framework of these entities, Mr. Wexner is the only entrepreneur that has been successful at the are of creation over and over and over again. Others are able to invest with aplomb but creativity is something apart. The basis for Mr. Wexner’s success was twofold, a very active imagination and $5,000 his grandmother gave him to start the business. Meanwhile the question still exists, what set Wexner apart from others. He put the answer into context with one sentence, “I asked every woman that I dated about her taste in lingerie. What did she like and what would she like.” this was the start of an empire and he was only catering to what women wanted in the first place and were not about to tell anyone.
CSC was formed in 1989 by members of the Wall Street Community who had given numerous years of service to the financial community. The firm’s model consisted of a commitment to integrity, hard work and a more than sincere effort to get the job done for our clients in an efficient and cost-effective manner. If the firm, after evaluating the scope of a project, believes that it may not be able to consummate the client’s goals, the firm will either recommend another firm that we believe could be more effective, or drop out. There is nothing the sullies a firm’s reputation more than unhappy clientele. CSC is convinced that they are in a position to quickly and intelligently evaluate products and their potential. If we believe something won’t fly for any reason, we are committed to convey that information to the client, rather than pursue windmills on their behalf. We are capable of analyzing highly complex concepts and developing a procedural proposal relative to accomplishing the company’s goals. This is our commitment.
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