Morgan Stanley operates as a global financial services company.
The company, through its subsidiaries and affiliates, advises, and originates, trades, manages and distributes capital for governments, institutions and individuals.
Segments
The company maintains significant market positions in each of its business segments: Institutional Securities, Wealth Management, and Investment Management.
Through its subsidiaries and affiliates, the company provides a wide variety of products and service...
Morgan Stanley operates as a global financial services company.
The company, through its subsidiaries and affiliates, advises, and originates, trades, manages and distributes capital for governments, institutions and individuals.
Segments
The company maintains significant market positions in each of its business segments: Institutional Securities, Wealth Management, and Investment Management.
Through its subsidiaries and affiliates, the company provides a wide variety of products and services to a large and diversified group of clients and customers, including corporations, governments, financial institutions, and individuals.
Institutional Securities provides a variety of products and services to corporations, governments, financial institutions, and high net worth clients. Investment Banking services consist of capital raising and financial advisory services, including the underwriting of debt, equity securities, and other products, as well as advice on mergers and acquisitions, restructurings, and project finance. The company's Equity and Fixed Income businesses include sales, financing, prime brokerage, market-making, Asia wealth management services, and certain business-related investments. Lending activities include originating corporate loans and commercial real estate loans, providing secured lending facilities, and extending securities-based and other financing to clients. Other activities include research.
Wealth Management provides a comprehensive array of financial services and solutions to individual investors and small to medium-sized businesses and institutions. Wealth Management covers: financial advisor-led brokerage, custody, administrative and investment advisory services; self-directed brokerage services; financial and wealth planning services; workplace services, including stock plan administration; securities-based lending, residential and commercial real estate loans, and other lending products; banking; and retirement plan services.
Investment Management provides a broad range of investment strategies and products that span geographies, asset classes, and public and private markets to a diverse group of clients across institutional and intermediary channels. Strategies and products, which are offered through a variety of investment vehicles, include equity, fixed income, alternatives and solutions, and liquidity and overlay services. Institutional clients include defined benefit/defined contribution plans, foundations, endowments, government entities, sovereign wealth funds, insurance companies, third-party fund sponsors, and corporations. Individual clients are generally served through intermediaries, including affiliated and non-affiliated distributors.
Supervision and Regulation
The company operates as a bank holding company (‘BHC’) and financial holding company (‘FHC’) under the BHC Act and is subject to comprehensive consolidated supervision, regulation, and examination by the Federal Reserve. In particular, it is subject to (among other things): significant regulation and supervision; intensive scrutiny of its businesses and plans for expansion of those businesses; limitations on activities; a systemic risk regime that imposes heightened capital and liquidity requirements; restrictions on activities and investments imposed by a section of the BHC Act added by the Dodd-Frank Wall Street Reform and Consumer Protection Act (‘Dodd-Frank Act’), referred to as the ‘Volcker Rule,’ and comprehensive derivatives regulation. In addition, the Consumer Financial Protection Bureau (‘CFPB’) has primary rulemaking, enforcement, and examination authority over the company and its subsidiaries with respect to federal consumer protection laws.
The BHC Act limits the activities of BHCs and FHCs and grants the Federal Reserve authority to limit the company’s ability to conduct activities. The company must obtain the Federal Reserve’s approval before engaging in certain banking and other financial activities both in the U.S. and internationally.
The BHC Act grandfathers ‘activities related to the trading, sale, or investment in commodities and underlying physical properties,’ provided that the company was engaged in ‘any of such activities as of September 30, 1997 in the U.S.’ and provided that certain other conditions that are within its reasonable control are satisfied. The company engages in its commodities activities pursuant to the BHC Act grandfather exemption, as well as other authorities under the BHC Act.
The Volcker Rule prohibits banking entities, including the company and its affiliates, from engaging in certain proprietary trading activities, as defined in the Volcker Rule, subject to exemptions for underwriting, market-making, risk-mitigating hedging, and certain other activities. The Volcker Rule also prohibits certain investments and relationships by banking entities with covered funds, as defined in the Volcker Rule, subject to a number of exemptions and exclusions.
The Federal Reserve establishes capital requirements based on the Basel III capital standards established by the Basel Committee on Banking Supervision (‘Basel Committee’), including well-capitalized standards, for large BHCs and evaluates the company’s compliance with such requirements. The Office of the Comptroller of the Currency (‘OCC’) establishes similar capital requirements and standards for Morgan Stanley Bank, N.A. (‘MSBNA’) and Morgan Stanley Private Bank, National Association (‘MSPBNA’) (together, the company’s ‘U.S. Bank Subsidiaries’).
In addition, many of the company’s regulated subsidiaries are subject to regulatory capital requirements, including regulated subsidiaries registered as swap dealers with the U.S. Commodity Futures Trading Commission (‘CFTC’) or conditionally registered as security-based swap dealers with the SEC or registered as broker-dealers or futures commission merchants.
In addition, the Federal Reserve, the OCC, and the FDIC have the authority to prohibit or limit the payment of dividends by the banking organizations they supervise, including the company and its U.S. Bank Subsidiaries, if, in the banking regulator’s opinion, payment of a dividend would constitute an unsafe or unsound practice in light of the financial condition of the banking organization.
The Federal Reserve also imposes single-counterparty credit limits (‘SCCL’) for large banking organizations. The U.S. global systemically important banks (‘G-SIBs’), including the company, are subject to a limit of 15% of Tier 1 capital for aggregate net credit exposures to any ‘major counterparty’ (defined to include other U.S. G-SIBs, foreign G-SIBs, and non-bank systemically important financial institutions supervised by the Federal Reserve). In addition, the company is subject to a limit of 25% of Tier 1 capital for aggregate net credit exposures to any other unaffiliated counterparty.
The company is required to submit once every two years to the Federal Reserve and the FDIC a resolution plan that describes its strategy for a rapid and orderly resolution under the U.S. Bankruptcy Code in the event of its material financial distress or failure. Interim updates are required in certain limited circumstances, including material mergers or acquisitions or fundamental changes to its resolution strategy.
Certain of the company’s domestic and foreign subsidiaries are also subject to resolution and recovery planning requirements in the jurisdictions in which they operate. The FDIC requires certain insured depository institutions (‘IDI’), including the company’s U.S. Bank Subsidiaries, to submit full resolution plans every two years and interim targeted information at certain times between full resolution plan submissions that describe the IDI’s strategy for a rapid and orderly resolution in the event of material financial distress or failure of the IDI.
The company’s U.S. Bank Subsidiaries are FDIC-insured depository institutions subject to supervision, regulation, and examination by the OCC and are subject to the OCC’s risk governance guidelines, which establish heightened standards for a large IDI’s risk governance framework and the oversight of that framework by the IDI’s board of directors. The company’s U.S. Bank Subsidiaries are also subject to prompt corrective action standards, which require the relevant federal banking regulator to take prompt corrective action with respect to a depository institution if that institution does not meet certain capital adequacy standards. In addition, BHCs, such as the company, are required to serve as a source of strength to their U.S. bank subsidiaries and commit resources to support these subsidiaries in the event such subsidiaries are in financial distress. The company’s U.S. Bank Subsidiaries’ business activities are generally limited to supporting its Institutional Securities and Wealth Management business segments.
The company’s U.S. Bank Subsidiaries are subject to Sections 23A and 23B of the Federal Reserve Act, which impose restrictions on certain transactions with affiliates, including any extension of credit to, or purchase of assets from, an affiliate.
The company’s primary U.S. broker-dealer subsidiaries, Morgan Stanley & Co. LLC (‘MS&Co.’) and Morgan Stanley Smith Barney LLC (‘MSSB’), are registered broker-dealers with the SEC and in all 50 states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands; and are members of various self-regulatory organizations, including the Financial Industry Regulatory Authority (‘FINRA’), as well as various securities exchanges and clearing organizations.
MSSB is also a registered investment adviser with the SEC. MSSB’s relationship with its investment advisory clients is subject to the fiduciary and other obligations imposed on investment advisers.
Margin lending by the company’s broker-dealers is regulated by the Federal Reserve’s restrictions on lending in connection with purchases and short sales of securities. The company’s broker-dealers are also subject to maintenance and other margin requirements imposed under FINRA and other self-regulatory organization rules.
MS&Co. and E*TRADE Futures LLC, as futures commission merchants, and MSSB, as an introducing broker, are subject to net capital requirements of, and certain of their activities are regulated by, the CFTC and the National Futures Association (‘NFA’). MS&Co. is also subject to requirements of, and regulation by, the CME Group, in its capacity as MS&Co.’s designated self-regulatory organization, and various commodity futures exchanges of which MS&Co. is a member. Rules and regulations of the CFTC, NFA, the Joint Audit Committee, and commodity futures exchanges address obligations related to, among other things, customer asset protections, including rules and regulations governing the segregation of customer funds, the use by futures commission merchants of customer funds, the margining of customer accounts, and documentation entered into by futures commission merchants with their customers, record-keeping, and reporting obligations of futures commission merchants and introducing brokers, risk disclosure, and risk management. The company’s commodities activities are subject to extensive laws and regulations in the U.S. and abroad.
The company is subject to supervision and regulation by the CFPB with respect to the U.S. federal consumer protection laws. Federal consumer protection laws to which it is subject include the Gramm-Leach-Bliley Act’s privacy provisions, Equal Credit Opportunity Act, Home Mortgage Disclosure Act, Electronic Fund Transfer Act, Fair Credit Reporting Act, Real Estate Settlement Procedures Act, Truth in Lending Act, and Truth in Savings Act, all of which are enforced by the CFPB. The company is also subject to certain federal consumer protection laws enforced by the OCC, including the Servicemembers Civil Relief Act. Furthermore, it is subject to certain state consumer protection laws, and under the Dodd-Frank Act, state attorneys general and other state officials are empowered to enforce certain federal consumer protection laws and regulations. These federal and state consumer protection laws apply to a range of the company’s activities.
The company’s Financial Crimes program is coordinated and implemented on an enterprise-wide basis and supports its financial crime prevention efforts across all regions and business units. The program includes anti-money laundering (‘AML’), economic sanctions (‘Sanctions’), anti-boycott, anti-corruption, anti-tax evasion, and government and political activities compliance programs, and aligned business-line risk functions.
The company is also subject to Sanctions, such as regulations and economic sanctions programs administered by the U.S. government, including the U.S. Treasury Department’s Office of Foreign Assets Control (‘OFAC’) and the U.S. Department of State, and similar sanctions programs imposed by foreign governments or global or regional multilateral organizations. In addition, it is subject to anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, in the jurisdictions in which it operates.
History
Morgan Stanley was founded in 1924. The company was incorporated in Delaware in 1981.