Wilmarth, Arthur E., Citigroup: A Case Study in Managerial and Regulatory Failures (2013). Indiana Law Review, Vol. 47, 2013, Forthcoming; GWU Legal Studies Research Paper No. 2013-139; GWU Law School Public Law Research Paper No. 2013-139. Available at SSRN: http://ssrn.com/abstract=2370131

“Citigroup has served as the poster child for the elusive promises and manifold pitfalls of universal banking. When Citicorp merged with Travelers to form Citigroup in 1998, Citigroup’s leaders and supporters asserted that the new financial conglomerate would offer unparalleled convenience to its customers through “one-stop shopping” for banking, securities and insurance services. They also claimed that Citigroup would have a superior ability to withstand financial shocks due to its broadly diversified activities. By 2009, those bold predictions of Citigroup’s success had turned to ashes. Citigroup pursued a high-risk, high-growth strategy during the 2000s that proved to be disastrous. As a result, the bank recorded more than $130 billion of losses on its loans and investments from 2007 to 2009. To prevent Citigroup’s failure, the federal government provided $45 billion of new capital to the bank and gave the bank $500 billion of additional help in the form of asset guarantees, debt guarantees and emergency loans. The federal government provided more financial assistance to Citigroup than to any other bank during the financial crisis. During its early years, Citigroup was embroiled in a series of high-profile scandals, including tainted transactions with Enron and WorldCom, biased research advice, corrupt allocations of shares in initial public offerings, predatory subprime lending, and market manipulation in foreign bond markets. Notwithstanding a widely-publicized plan to improve corporate risk controls in 2005, Citigroup continued to pursue higher profits through a wide range of speculative activities, including leveraged corporate lending, packaging toxic subprime loans into mortgage-backed securities and collateralized debt obligations, and dumping risky assets into off- balance-sheet conduits for which Citigroup had contractual and reputational exposures. Post-mortem evaluations of Citigroup’s near-collapse revealed that neither Citigroup’s managers nor its regulators recognized the systemic risks embedded in the bank’s far-flung operations. Thus, Citigroup was not only too big to fail but also too large and too complex to manage or regulate effectively. Citigroup’s history raises deeply troubling questions about the ability of bank executives and regulators to supervise and control today’s megabanks. Citigroup’s original creators – John Reed of Citicorp and Sandy Weill of Travelers – admitted in recent years that Citigroup’s universal banking model failed, and they called on Congress to reinstate the Glass-Steagall Act’s separation between commercial and investment banks. As Reed and Weill acknowledged, the universal banking model is deeply flawed by its excessive organizational complexity, its vulnerability to culture clashes and conflicts of interest, and its tendency to permit excessive risk-taking within far-flung, semi-autonomous units that lack adequate oversight from either senior managers or regulators.”