This record is a partial extract of the original cable. The full text of the original cable is not available.

UNCLAS SECTION 01 OF 07 FRANKFURT 007038 
 
SIPDIS 
 
STATE FOR EUR PDAS RIES, EB BAY, EUR/AGS, AND EUR/ERA 
STATE PASS FEDERAL RESERVE BOARD 
STATE PASS NSC FOR CLOUD 
TREASURY FOR DAS SOBEL 
TREASURY ALSO FOR IMI HARLOW, AUSTIN 
PARIS ALSO FOR OECD 
TREASURY FOR OCC RUTLEDGE, MCMAHON 
 
E.O. 12958: N/A 
TAGS: ECON EFIN EUN
SUBJECT: Securities Exchanges, Clearing and Settlement: 
Alliances Made and Broken; Poker or Chess? 
T-IA-F-03-0042 
 
 
This cable is sensitive but unclassified.  Not/not for 
Internet distribution. 
 
  ¶1.     (SBU) Introduction:  The European world of clearing 
     and settlement is not as boring as these dreary back-office 
     chores imply.  Intense rivalry in the market place has 
     become even more so - spreading beyond the continent, across 
     the channel and across the Atlantic.    Deutsche Borse lost 
     its bid for the London Stock Exchange three years ago and is 
     ending its joint venture with the Chicago Board of Trade 
     (CBOT) only to find the French-based Euronext team striking 
     up alliances with the British and the CBOT. 
 
  ¶2.     (SBU) Policy wonks have also been busy.  The European 
     System of Central Banks (ESCB) and the Committee of European 
     Securities Regulators (CESR) issued a consultation paper 
     proposing standards for clearing and settlement. Among the 
     interesting features of these proposals is the notion that 
     clearing and settlement systems should be open to investment 
     firms, but such firms from third countries could be denied 
     access if their home market supervision was not considered 
     "adequate."  The European Parliament adopted a report to hem 
     in competition between custodians and clearing and 
     settlement organizations.  In April the Giovannini Group 
     presented a critical pathway for liberalization of Europe's 
     clearing and settlement structure.  Lots of good ideas and 
     intentions. 
 
  ¶3.     (SBU) Enter the European Commission.  .  This fall 
     the Commission is scheduled to release a second 
     communication and, depending on reactions, might issue draft 
     legislative proposals in December.  To date, Commission 
     officials assert that they are content to let the market 
     sort itself out before taking legislative action.  Observed 
     one specialist, market pressures are generating solutions 
     that the Commission could never legislate - so best leave 
     the sector alone. 
  ¶4.     (SBU) The rough and tumble world of clearing and 
     settlement is more like poker than chess - bluffs, calls and 
     raising the stakes.   The Commission, congenitally condemned 
     to initiate but not enact legislation, must confine its game 
     to chess.  End Summary. 
 
  Setting the Scene: The Players and the Pot 
  ------------------------------------------ 
 
  ¶5.     (SBU) The European players in the clearing and 
     settlement game are very different from those in the United 
     States.  Herein lie a strength and a weakness.  The strength 
     is that the largest European players are part of an 
     "exchange complex," that combines clearing and settlement 
     activities with cash listing and trading (equities) (the so- 
     called "vertical silo" approach) and derivatives trading. 
     This allows revenues to be generated from different business 
     lines generally resulting in resilience in the bottom line 
     when one business line experiences weakness, e.g. lower 
     equities trading as is the case at present. 
 
  ¶6.     (SBU) The largest of these complexes in Europe are 
     the Euronext group and Deutsche Borse.  Smaller, but 
     similarly structured complexes, exist in Italy, Spain and 
     Sweden. According to the MSMOW study published in June 2003, 
     Deutsche Borse received 15% of its revenues from cash 
     listing and trading, 23% from derivates trading and 
     clearing, 43% from clearing and settlement, and 19% from 
     information products and systems.  Euronext was similarly 
     diversified: 26% from cash listing and trading, 34% from 
     derivatives trading, 20% from clearing and settlement, and 
     17% from information products.  Why is this interesting? 
     One German expert explained that since many of its 
     activities are similar, investing one time in software 
     development can generate uses across its product line; 
     increasing the load on those systems drives down marginal 
     costs, increasing profitability. 
 
  ¶7.     (SBU) Compare this diversity with that of the London 
     Stock Exchange, New York Stock Exchange and Nasdaq, all with 
     the bulk of their revenues coming from cash listing and 
     trading (LSE 55%; NYSE, 74%, Nasdaq 71%). This "horizontal" 
     approach allows investors to move from different systems for 
     each aspect of securities execution, i.e. trading, clearing 
     and settling.  As these exchanges are heavily dependent on 
     one or two business lines, in present market conditions, 
     lower listing and trading activities mean a lower total 
     bottom line. 
 
  ¶8.     (SBU) The weakness in Europe is that there is no one 
     institution that clears and settles - implying heavy 
     investments by the clearing and settlement industry and 
     potential risks to investors.  In the US the Depository 
     Trust Clearing Corporation clears and settles all equity 
     securities in the US.  The Options Clearing Corporation does 
     so for equity options.  Futures are somewhat different, 
     being able to be cleared and settled in the system where 
     they are traded. 
 
  ¶9.     (SBU) What is the competition in Europe about?  The 
     MSMOW study estimates that European exchange complexes took 
     in revenues of euro 5.2 billion in 2002.  Profit margins 
     were roughly 26%. Worth a good scuffle for a part of that 
     pie. 
 
  ¶10.  (SBU) Competition, however, should be viewed on a 
     broader scale, that is, by considering the larger pot of 
     where the investor "spends" money in capital markets 
     transactions in Europe.  The MSMOW study estimates that 
     total to be euro 40 billion.  Of that amount, exchanges and 
     centralized depositories (institutions holding securities 
     that enables securities transactions to be processed by book 
     entries) took in euro 3.5 billion, custodians (entities that 
     safe keep securities for customers) euro 4.5 billion, data 
     system providers 2.5 billion, and a hefty euro 29.5 billion 
     went to commissions and spreads.  Now that is a value chain 
     worthy of an all out fight - exchanges want to cut out the 
     middle man, custodians want to restrain exchanges, and 
     middle men want to keep business in house (internalize 
     transactions) or at least away from an order book open to 
     all on an electronic exchange (hear the mouse click away 
     their revenues?). 
 
  Action:  Market Players 
  ----------------------- 
 
  ¶11.    (SBU) Three years ago Deutsche Borse was going for 
     the "golden ring."  A merger with the London Stock Exchange 
     was rumored in the press and its "vertical" processing of 
     trading, clearing and settlement (straight through 
     processing) was envied, copied, and attacked as 
     anticompetitive.  Deutsche Borse struck up a joint venture 
     in the derivatives market with the CBOT in the United 
     States. Life seemed beautiful; but it still was life.  The 
     merger didn't happen, other exchange complexes have 
     developed or are planning their own straight through 
     processing systems, Commission competition authorities have 
     opened an investigation, and the joint venture with the CBOT 
     will be dissolved at the end of 2003. 
 
  ¶12.    (SBU) Instead of Deutsche Borse domination, there 
     seems to have been a shift to what one analyst terms the 
     "ABW Strategy," or an "anybody but Werner strategy," 
     referring to the head of Deutsche Borse who has been 
     referred to as "visionary," "opinionated," or "abrasive.". 
     Highlights include: 
 
       -    Merger of CrestCo with Euroclear (the settlement 
            operations for the London Stock Exchange and Euronext, 
            respectively); 
       -    Proposed merger of the London Clearing House and 
            Clearnet (the clearing operations for the LSE and Euronex 
            respectively) 
       -    The CBOT replacing its trading platform under license 
            from Eurex, the Deutsche Borse derivatives operation, wit 
            new contract with LIFFE Connect, designed and built by 
            Euronext.liffe (over a year ago Euronext had purchased th 
            London International Financial Futures Exchange) 
       -    Nasdaq Europe has announced it will close down its 
            exchange in Brussels at the beginning of 2004 and will cl 
            Nasdaq Germany by the end of August. 
  ¶13.    (SBU) Deutsche Borse, however, has managed a few 
     surprises of its own.  DB has introduced a system to help 
     brokers/dealers to internalize transactions (if they can't 
     beat'em, join'em - or at least made some money out of the 
     deal) and has announced that it will: 
 
       -    seek to establish its own licensed exchange in the US 
            to compete in the derivatives market; 
       -    open its system to investors from other systems, 
            forsaking the "silo approach" if others (read Euronext) d 
            the same; 
       -    implement an automated daytime bridge between 
            Clearstream International (its settlement bank) and 
            Euroclear Bank to allow same-day bridge transactions; 
       -    attract Dutch brokers and dealers displeased with their 
            Euronext association (fees went up this year for the firs 
            time) (the LSE also seeking to pick up some of the busine 
            from the disgruntled Dutch traders). 
     Kinda leaves you breathless, waiting for the next move. 
 
  Action: Policy Wonks 
  -------------------- 
 
  ¶14.    (SBU) European policy officials also have ventured 
     into the clearing and settlement terrain. 
 
       -    The European Commission is collecting comments on its 
            May 2002 Communication on clearing and settlement and is 
            expected to publish another communication in September; 
       -    The European Commission's November 2002 proposal for 
            the revision of the Investment Services Directive would 
            require member states to ensure investment firms from oth 
            member states have access to central counter party and 
            clearing and settlement systems in their territory and th 
            stock exchanges allow participants to designate the syste 
            for the settlement of transactions; 
       -    European Parliament adopted a report in December 2002 
            on clearing and settlement proposing that core settlement 
            services should be managed as a user-owned service govern 
            by rule of a non-profit entity and that central securitie 
            depositories perform only settlement services and not "va 
            added" services; 
       -    European Commission competition authorities opened an 
            infringement proceeding in March against Deutsche Borse's 
            Clearstream Banking AG for refusing Euroclear Bank's acce 
            to the settlement platform for more than two years and fo 
            charging higher transaction prices to Euroclear than to 
            other national central securities depositories outside 
            Germany. 
       -    Giovaninni Group's Second Report on Clearing and 
            Settlement issued in April presented a program and schedu 
            for removing barriers to clearing and settlement within t 
            EU. 
       -    ESCB/CESR's Consultative Report on Standards for 
            Securities and Clearing Settlements in the European Union 
            issued at the end of July proposed standards to sustain 
            integration in the EU by having one single set of standar 
            for a regulatory framework. 
     The ESCB/CESR work deserves special mention. 
 
  ESCB/CESR: Softer than a Law but Harder than a 
  Recommendation 
  --------------------------------------------- -- 
 
  ¶15.    (SBU) The ESCB/CESR Consultative Paper was prepared 
     by a ESCB-CESR Working Group comprised of representatives of 
     15 national banks of the EU and representatives of CESR. 
     The Working Group has proposed 19 standards for clearing and 
     settlement systems covering such topics as legal framework, 
     settlement cycles, central counter parties, central 
     securities depositories, delivery versus payment, risk 
     controls, operational reliability, governance, access, 
     transparency, and regulation, supervision and oversight, and 
     risks in cross-system links.  Comments on the paper are due 
     by October 31.  A public hearing will be held on October 2 
     in Paris. 
 
  ¶16.    (SBU) The paper reflects the Giovaninni Group's 
     Second Report, the Group of Thirty's 20 recommendations on 
     clearing and settlement systems released in January, and the 
     Recommendations for Securities and Settlements Systems 
     issued by the Committee on Payment and Settlement Systems 
     (CPSS) and the Technical Committee of the International 
     Organization of Securities Commissions (IOSCO) in November 
     ¶2001. 
 
  ¶17.    (SBU) The standards aim to provide a consistent basis 
     for regulation, supervision and oversight of securities 
     clearing and settlement systems, enhance the safety, 
     soundness and efficiency of such systems, protect investors, 
     promote competitive EU markets, and avoid systemic risks. 
 
  ¶18.    (SBU) These standards are unique in several aspects. 
     The first, is that they are "standards."  They are not 
     recommendations to take or leave.  Neither are they 
     mandatory since they would not have Community law status. 
     Rather, the ECB/CESR Group believes that standards will be 
     of a more binding nature than recommendations and that 
     regulators will implement them on a "best-endeavor" basis. 
     This has worked for the ECB in its standards for securities 
     settlement systems in credit operations in the ESCB. 
     However, the ESCB/CESR proposed standards on clearing and 
     settlement go well beyond ESCB activities. 
 
  ¶19.    (SBU) A second interesting feature is the proposal to 
     apply many of the standards to major custodians, including 
     custodian banks, some of which clear and settle in-house 
     rather than going to local clearing and settlement systems. 
     Some of these banks have significant operations and would be 
     considered "systemically important custodians."  The 
     ECB/CESR has proposed four criteria to identify such 
     institutions: (1) magnitude of activities (e.g. 5% of EU 
     market or 25% of a domestic market); (2) number of systems; 
     (3) nature and number of clients; and (4) the possibility of 
     being replaced in the event of failure.  Banks that have a 
     large presence in the custodian business in Europe include 
     BNP Paribas and Citigroup. 
 
  ¶20.    (SBU) Finally, the standards go well beyond the 
     competence of national banks and securities supervisors to 
     cover tax, accounting and other legal issues.  To ensure 
     consistent implementation and compliance, the Group notes 
     the importance of cooperation and information exchange among 
     competent authorities.  To ensure such cooperation is done 
     in a regular and structured manner, the Group volunteers to 
     take on a monitoring role to organize and co-ordinate 
     assessments of implementation. 
 
  Some Observations: Connecting the Dots 
  -------------------------------------- 
 
  ¶21.    (SBU) Actions by market participants and policy wonks 
     have been, to some degree, symbiotic.  Here are some 
     examples. 
 
             (a)  Cross-Border Activities: Increased cross-border 
                activities in clearing and settlement presaged by the 
                Crestco and Euroclear merger or anticipated merger be 
                LCH and Clearnet suggests that standardization of rul 
                not only needed to integrate the EU market, but to en 
                that integration at the company level works at the 
                operations level, bringing promised efficiencies to 
                investors while protecting them from increased risks 
                cross-border transactions.  Thus, the ESCB/CESR stand 
                have some urgency from a supervisory point of view. 
                is some time, however.  According to a London-based e 
                not much has changed in the actual operations of Cres 
                Euroclear, for example, so the continental and UK sys 
                still run separately. 
 
             (b)  Access:  Deutsche Borse's willingness to open its 
                system to investors that trade on other platforms ref 
                the pressure from the ISD proposal, the Commission's 
                competition policy investigation, and, to some extent 
                ESCB/CESR standard on access.  Access is not to be ab 
                The ESCB/CESR standard would require objective and pu 
                disclosed criteria that permit "fair and open access" 
                still being able to control risk.  Access could be de 
                a clearing and settlement system if it posed risks th 
                could not be effectively controlled.  What about acce 
                investment firms from other countries?  Access could 
                denied, according to ESCB/CESR if there is a lack of 
                "adequate supervision" and doubts about the enforceab 
                of the legal powers of the service provider in the ho 
                country. 
             (c)  Governance:  The ESCB/CESR standard on governance c 
                for arrangements designed to fulfill public interest 
                requirements and to promote the objectives of owners 
                users.  This reflects, in part, the views in the Euro 
                Parliament report proposing to require settlement sys 
                be managed as a user-owned non-profit organization. 
                European Parliament's view is also supported by a gro 
                called "Fair and Clear," composed of large custodian 
                including such big players as BNP Paribas and Citigro 
 
             (d)  Value Added Services:  The ESCB/CESR proposed stand 
                on risk controls implies that clearing and settlement 
                systems could extend credits, thus competing with ban 
                The ESCB/CESR proposed standard states that operators 
                systemically important systems should not run credit 
                but where they extend credit they should fully collat 
                such exposures.  Should such systems extend credits t 
                support the orderly functioning of the market, they c 
                offer uncollateralized credit but only to institution 
                high credit standing.  The European Parliament report 
                proposed that settlement systems not be permitted to 
                such credits, a view shared by "Fair and Clear."  Her 
                concerns coincide: concerns about risks to settlement 
                systems from credit lending and concerns about compet 
                to custodian banks from settlement systems offering c 
                services to their clients.  A German expert points ou 
                is a false issue, in that settlement systems are lice 
                banks anyway.  Moreover, investment firms enjoy the 
                competition afforded by several players in the 
                settlement/custodian business, keeping costs lower an 
                service better than otherwise might be the case. 
 
  Where will Competition Drive the Market? 
  ---------------------------------------- 
 
  ¶22.    (SBU) Allowing the market to find "solutions" to 
     efficient trading, clearing and settlement systems sounds 
     nice.  But what does it mean?  Where will the market take 
     the trading and post-trading infrastructure?  Not being 
     experts ourselves, we listen to what our betters have to 
     say. 
 
  ¶23.    (SBU) The MSMOW study presents there views on how 
     several key areas may develop: 
 
                 (1)  Silo versus horizontal approach:  The vertical 
                    "silo" structure of exchange complexes that offer 
                    clearing and settling and straight through proces 
                    been criticized as anti-competitive. A horizontal 
                    allows investors access to the trading, or cleari 
                    settling systems.  The study suggests that this d 
                    burn out as market participants and regulators lo 
                    expensive costs and adopt pragmatic solutions.  V 
                    structures will become "interoperable" over time 
                    exchange complexes will be able to fulfill their 
                    providing market infrastructure and making a prof 
                    provided they continue to deliver lower all-in tr 
                    costs.  So far, this seems to be the trend. 
 
                 (2)  Separation of Depository from Banking Services: 
                    Settlement systems will have a tough time competi 
                    banks by offering value added services, in the MS 
                    view.  Settlement banks, while banks, don't offer 
                    range of banking services.  When the market picks 
                    study expect exchanges will stick to their core b 
 
                 (3)  Centralized clearing systems:  The study "stron 
                    believes" that centralized clearing will receive 
                    from Basle II.  Central counter party mechanisms 
                    manage risk and reduce systemic risks.  Banks wil 
                    such mechanisms to reduce risks and corresponding 
                    charges.  The ESCB/CESR standard on central count 
                    goes in the same direction.  It states that where 
                    benefits of using a central counter party outweig 
                    costs, market participants should either use the 
                    an existing one or establish one of their own. 
 
                 (4)  Internalization versus on Exchange Trading:  Th 
                    suggests that continental exchanges that use elec 
                    trading and a central order book for equity tradi 
                    continue to capture a large market share - betwee 
                    trading.  In the UK, where two-thirds of trades a 
                    "facilitated" rather than placed directly on an o 
                    book, the study expects little change.  In its op 
                    customers and the size of orders will dictate the 
                    exchange trading and internalization in each mark 
                    provided regulation doesn't favor one or the othe 
 
  Policy: The Wild Card 
  --------------------- 
 
  ¶24.    (SBU) The dynamics of the market place are like a 
     game of poker: increasing investment stakes in high tech 
     infrastructure, improving the hand by striking up more 
     alliances or products, and bluffing about the strategy for 
     improved business.  Needs a strong constitution.  But the 
     winner's take could be considerable. 
 
  ¶25.    (SBU) Enter the European Commission.  To date, the 
     Commission officials assert that they have been content in 
     allowing market forces to drive changes in the clearing and 
     settlement market.  Moreover, others are trying to do some 
     spadework to prepare the terrain.  The Giovannini Report and 
     now the ESCB/CESR standards point to the need for member 
     states to take action to bring down legal, regulatory and 
     tax barriers.  The ESCB/CESR use of "standards" puts more 
     pressure on supervisors to take action.  This is still short 
     of legislation.  Nonetheless, it could be a not so subtle 
     threat that if the market doesn't move itself, momentum 
     could build for some type of legislative action. 
     Parliament's report favors legislation, as does the "Fair 
     and Clear" group and others, such as the London Stock 
     Exchange, that believe that clearing or clearing and 
     settlement, should be regulated as a public utility. 
 
  ¶26.    (SBU) The role for specific legislation is not clear. 
     With so many pieces of legislation pending under the 
     Financial Services Action Plan (FSAP) that will have a 
     significant impact on the financial market place 
     (implementation of the prospectuses, market abuse and 
     financial conglomerates directives and the accounting 
     regulation; potential passage of the transparency and 
     investment services directives) the Commission will be 
     forgiven if not blessed, for letting these and related 
     market-driven changes in clearing and settlement systems run 
     their course.  Implementing enacted FSAP legislation as well 
     as the ESCB/CESR standards should be a priority before 
     assessing what, if anything needs to be done through 
     Community law. 
 
  ¶27.    (SBU) Such an approach is not at all certain.  The 
     MSMOW study regards regulation as a "wildcard."  It observes 
     that "one should never underestimate the unpredictable 
     nature of lawmaking in Brussels or nationally and potential 
     unintended consequences of legislation."  Amen to that. 
     While the market is playing poker, the Commission must and 
     should be thinking chess. 
 
  ¶28.    (SBU) The report was coordinated with Embassies 
     Berlin and London and USEU Brussels. 
 
(U)  POC: James Wallar, Treasury Representative, e-mail 
     wallarjg2@state.gov; tel. 49-(69)-7535-2431, fax 49- 
     (69)-7535-2238. 
 
Bodde