Righting the Ship: Managing the Complexities of a New Age
While we forge steadily toward a future of unlimited possibilities, at the center of these turbulent yet fascinating times sits the corporation. The commercial corporation has been in existence since the seventeenth century, yet, despite its storied history, still struggles to effectively govern its varied activities. Furthermore, the corporation of the twenty-first century is like none other, for it has become a critical aspect of almost every facet of life on our planet.
It is truly the most powerful and ubiquitous force in an unrelenting, high-stakes global marketplace. Think of the many ways corporations play a pivotal role in our society, mainstream culture, and economic lives. Think of the role they play in your very own community.
To make matters worse, government has often needed to step in to provide much-needed oversight of corporate activities. There was the savings-and-loan (S&L) crisis of the 1990s, Sarbanes-Oxley, and now recently enacted Dodd-Frank legislation that was put in place on the heels of the 2008 credit meltdown. While often government intervention is necessary in order to protect the system, it is often reactive and done in order to avert a crisis. Although we must be responsive to a national crisis, shouldnât we find it indefensible that weâve grown accustomed to addressing systemic issues from a reactive, knee-jerk posture?
As our beloved guardians at the gate work tirelessly to piece together overnight solutions to address systemic issues, is this reactionary posture the right approach? Moreover, the public outcry for swift and decisive action during a crisis often contradicts and outweighs the need to exercise prudence and good judgment. Government has a formidable role in providing oversight of commercial activities; however, we are at a point in this country where the regulatory agenda has become overly burdensome.
During the past few decades, weâve experienced a crescendo in the volume and intensity of regulatory oversight. As we move hastily into the twenty-first century we will experience even greater regulatory oversight. From Sarbanes-Oxley to the Basel Accords, from Gramm-Leach-Bliley to Dodd-Frank, the regulatory agenda continues with no end in sight. Think of the tremendous costs these requirements have added to corporate bottom lines.
To make matters worse, these costs are ultimately borne by you and me, the end user and consumer. These efforts, though well intended, will eventually cause the system to buckle under the intense burden of regulatory adherence.
Consider the world in which we now live and how, during the past decade, weâve experienced such significant change. We live in unique and unparalleled times. Think of how just recently the credit markets were in a tailspin, ushering in an unrelenting and debilitating recession. Of how the auto and financial services industries were on life support, and how the saber rattling between nations, tribes, and people even today continues at fever pitch. When we consider the state of the environment, along with deteriorating health and social conditions across the planet, we attempt mightily to manage the risks and complexities of an ever-changing world.
We also sit at the most critical juncture in Earthâs history: On one hand lies a future of unparalleled promise; on the other, a world filled with tremendous uncertainty. However, the truth is that we can no longer count on the old ways of managing our most critical systems; we must look to new models by which to govern a new age.
In addition to these formidable challenges, corporations continue to struggle to keep pace with an ever-changing world. As change continues at an unprecedented pace, the marketplace will continue to become even more dynamic and volatile. Coupled with this is how quickly weâve moved into a truly global marketplace. As the Internet and technology have removed geographical boundaries and business has become ubiquitous, many corporations now serve and manage a global footprint. This reality is placing additional strain on corporate agendas and resources as the governance of activities has become more complex, integrated, and dispersed.
The time has come for organizations to change. Companies must change the manner in which they govern internal activities, for the cost is too high for society to bear. Regardless of how ubiquitous and powerful the corporation has become, it has failed to regulate itself. Itâs time for corporations to take control of their destinies by transforming within. This change must occur from inside their hallowed walls, rather than being mandated from the external forces of government regulation and political influence. Yes, the time has come for stronger self-regulation. Itâs time to rethink business!
The Untold Story of Wachoviaâs Demise: The Rise and Fall of an Industry Giant
It was Friday, September 26, 2008, around 11:00 in the evening. It was a clear and cool autumn evening. As I made my way home after entertaining a few out-of-town business guests, my mind began to drift slowly, far away into the distance. I was in a fog! The events of earlier that day created a dark cloud of despair, and a deep sense of anxiety loomed over my head. To make matters worse, a state trooper had just pulled behind me and turned on his lights. After finally realizing what was occurring, I slowly pulled over to the side of the highway and anxiously waited. What could I have possibly done wrong? Why was I being pulled over? The tension and anxiety began to build!
After what seemed like an eternity, I was startled by a pointed tap on the glass. As I rolled down my window, I was greeted by the trooper. With a surprised look on his face, the trooper asked, âAre you okay, sir?â I replied, âYes, I am.â He then asked, âAre you sure?â In a frustrated and irritated tone, I answered, âYes, I am, Iâm sure, why? What did I do?â
âWell, Iâve been following you for a few miles and you have been swerving repeatedly to the right, as if you were about to drive off of the highway. Iâm going to have to give you a few field sobriety tests,â the trooper said. I ended up passing the tests; however, what dawned on me that very moment was how emotionally immersed I had become with the events of the dayâso much so that I became overrun with an overwhelming sense of apprehension and fear.
It was that fateful day when the proverbial writing had been written on the wall, as the dayâs events signaled the coming demise of Wachovia. That Friday was a crazy day, as I had become deluged with myriad phone calls, conversations, and e-mails concerning the fate of Wachovia. These conversations were with former colleagues, employees, and others who were associated with the bank. Many of them still played significant roles at the bank. We were all anxious.
Those of us who were no longer at Wachovia had similar concerns. We all owned company stock and stock options, and were concerned about our pension. Those who remained were concerned about whether they would have to pack up their boxes in the next few days and be required to leave. We were all worried about whether Wachovia would survive through the weekend as conditions regarding the bankâs financial status were rapidly deteriorating.
This was the Friday right on the heels of the federal governmentâs intervening to save Washington Mutual by seizing it and arranging the sale of most of its operations to JPMorgan Chase. As news of this transaction spread and as the market was in a tailspin due to instability as a result of the credit crisis, questions began to arise about Wachoviaâs stability and liquidity. And remember, Lehman Brothers had just failed a few weeks earlier. On that Friday, Wachoviaâs stock was in a free fall.
Rumors that day began to emerge regarding a silent run on Wachoviaâs deposits. We would later discover that these rumors were well founded, as many of Wachoviaâs commercial customers began to draw down their balances to below the $100,000 limit that the Federal Deposit Insurance Corporation (FDIC) insured. Approximately $5 billion in deposits was lost that day. There were also rumors that Wachovia was in the midst of talks with Citigroup and Wells Fargo.
The concerns were so serious that many wondered if Wachovia would make it through the weekend. These concerns prompted FDIC Chair Sheila Bair to declare that Wachovia was âsystemically important to the health of the economy and therefore could not be allowed to fail.â This was no routine announcement, for it was the first time that the FDIC had made this determination since the 1991 passage of a law that allowed the FDIC to handle large bank failures on very little notice. To confirm the state of emergency concerning Wachovia, on the evening of September 28, Blair called Wachoviaâs then-CEO, Brian Steele, and informed him that the FDIC would be auctioning off Wachoviaâs assets.
Eventually, Wachovia would be purchased by Wells Fargo, with most of its banking operations intact. Although Wachovia technically survived through Wells Fargoâs purchase, its overnight failure evidenced one of the most significant events in banking history.
A Legacy to Be Proud Of
âCome to the mountain called First Union, or if you prefer, the mountain will come to youâ! These were the words that bellowed from a deep and enchanting voice in First Unionâs newly released commercial. The commercial was especially created to position the bankâs powerful new brand. It was a branding approach that would serve as a key plank of First Unionâs strategy to becoming a national player.
CEO Ed Crutchfield desired to quickly build his branch banking network into a power national franchise. And it was his carefully positioned branding effort, coupled with an aggressive acquisition spree, that would serve as the launching pad in its new chapter.
It was the fall of 1998, and I first saw the commercial as a new recruit during the first hour of my orientation into the Finance division. The leaders managing the orientation were proud of the new ad and, more important, First Unionâs new strategic direction. The entire company was excited, as it was on the heels of two significant acquisitions, both signaling that the best was yet to come. You could feel the energy in the air while interacting with employees in different pockets of the organization. There was no doubt our future was bright!
Three years later First Union would purchase Wachovia, and the once fledgling interstate banking operation would blossom into a financial services powerhouse!
At its height, Wachovia was one of the largest financial services institutions in the United States, amassing a banking empire that stretched from New York to California. Its banking franchise extended to every major market from Miami to New York and continued throughout the Midwest, South, and all the way to the Pacific Coast. In addition to its extensive network of branch banking operations, Wachovia was well positioned in each major market it served.
Its banking footprint served coveted metropolitan markets such as Philadelphia; Washington, D.C.; New York; New Jersey; Atlanta; and South Florida, to name a few. Wachovia did not merely maintain a presence in these markets but it dominated these major metropolitan centers, often ranking as the number one or two bank.
Wachovia was also a great place to work, and my colleagues and I enjoyed working for such a fine organization. During those glory years, Wachovia had garnered top industry accolades and awards for being a great place to work. There were formidable challenges that we overcame during those years, but Wachovia was on a tear, as we were in the midst of tremendous growth and success. Throughout its storied history, Wachovia had become known as a merger-and-acquisition juggernaut, as over time this strategy served as the cornerstone for its growth. From the early First Union days, its renowned CEO, Ed Crutchfieldâor Fast Eddie, as Wall Street would call himâwent on an acquisition spree and snatched up more than 70 deals in a span of 10 years. He was a force to be reckoned with as his spirited will served as the driving force behind First Unionâs success. Within that period, he took Charlotte, North Carolinaâs, third-largest bank and transformed it into the nationâs sixth largest bank, amassing close to $260 billion in assets in 1998.
It was through the efforts of Ed Crutchfield and Bank of Americaâs legendary leader Hugh McColl that Charlotte, North Carolina, developed into a global banking center. After the landmark 1985 Supreme Court ruling upholding regional interstate banking, their visionary and aggressive efforts served as the catalyst for Charlotteâs emergence onto the national banking scene.
Prior to retirement, Crutchfield selected Ken Thompson to become his handpicked successor. Thompson, as First Unionâs newly crowned CEO, would follow in his mentorâs footsteps, orchestrating some of the largest deals in banking ...