Credit-card concerns Visa, Inc. (NYSE: V) and MasterCard, Inc. (NYSE: MA) will be shelling out up to $2.75 billion to settle an antitrust suit with Discover Financial Services (NYSE: DFS). Specifically, MasterCard will pay Discover $862.5 million in the fourth quarter, while Visa will fork over $1.89 billion over the course of 2009. Following the release of the settlement's details, an analyst at Keefe, Bruyette & Woods is weighing in favorably on all three firms.

Sanjay Sakhrani called the news "a big win for Discover, as it provides an additional cushion to contend with the implications of a weaker U.S. economy." He expects the payments will add about $1.75 to Discover's earnings per share. However, he also cited the report as an upside catalyst for MasterCard and Visa, as it eliminates an overhang on shares of both companies -- an assertion supported by analyst Julio C. Quinteros, Jr., of Goldman Sachs.

Unfortunately, though, it's not all sunshine and rainbows in the credit-card group today. Morgan Stanley (NYSE: MS) has filed its own suit against Discover in New York State Supreme Court, alleging that it's entitled to a chunk of the $2.75-billion settlement. DFS was spun off from Morgan Stanley last year, and the latter company claims that it should receive a portion of the award under the terms of a special dividend agreement.

Not so fast, says Discover, which alleges that its parent company is in violation of their spinoff agreement, and "the amount of Morgan Stanley's special dividend is a matter of dispute." Morgan fired back that "there is absolutely no basis for Discover's claim that the agreement was breached." Stay tuned to see how this credit-card drama plays out -- in early trading, shares of all three credit card companies were higher.

Elizabeth Harrow is an analyst and financial writer in the research department at Schaeffer's Investment Research. She is featured in the video series Schaeffer's Daily Q&A on SchaeffersResearch.com.

Over the past few weeks, as the full dimensions of the economic meltdown have come into focus, most analysts have concluded that the financial crisis is the child of numerous parents, including predatory lenders, deregulating legislators, and excessively optimistic borrowers. Even so, the vast majority of the responsibility has managed to attach itself to the financial industry.

While taking the blame for tanking the economy, establishing Republican socialism, and possibly destroying Western Civilization, Wall Street has had its own problems. As the major players in the financial industry have crashed and burned or been eaten up by other, lesser players, the streets have been filled with the saddest form of performance art. Once arrogant masters who strode the universe on the southern end of Manhattan have become masters of the cardboard box, carrying their personals home to overpriced condos that were purchased at the height of a real-estate boom. The dive in the housing market, which has already hurt so much of the country, has only threatened New York; right now, fingers are crossed from TriBeCa to Harlem.

In the midst of this, Doubledown Media held its annual Wall Street Boxing Charity Championship in New York's Hammerstein ballroom. Admission prices ranged from $125 for general seating to $10,000 for a ringside table, and the event raised money for two charities: a youth village in Rwanda and Tuesday's Children, an organization that serves the families of 9/11 victims. The fight card featured professionals from some of Wall Street's biggest names; for anybody who is particularly interested, the winners included a guy from Deutsche Bank, a guy from Citi, and a guy from the NYMEX. The guy from Morgan Stanley lost in a decision.

Goldman Sachs analyst William Tanona reinstated coverage of Citigroup Inc. (NYSE: C) today with a s Sell rating and a six-month price target of $11. In a note to clients, the analyst wrote, "We believe weak economic data will keep the stock under pressure over the next six months, and it is tough to see why the stock would head higher over this period."

In fact, Tanona expects the shares to decline. Citigroup closed yesterday at $15.09, which means the analyst expects about 27% downside during the next six months. To emphasize the depths of his bearish sentiment, Tanona added Citigroup to Goldman's "conviction sell" list, and warned that the Dow component may not return to profitability until the second half of 2009.

On the other hand, the broker feels bullish toward Morgan Stanley (NYSE: MS), which he expects to generate profits over the next four quarters. He cited Morgan's limited exposure to consumer credit as a positive catalyst for the stock. In order to play on these starkly contrasting expectations, Tanona recommended a paired trading strategy on the two banks; he advises investors to go short Citigroup and long Morgan Stanley.

In morning activity, traders seem to be taking heed -- Citigroup shares are down 2.8%, while MS is approaching a 4% gain.

Elizabeth Harrow is an analyst and financial writer in the research department at Schaeffer's Investment Research. She is featured in the video series Schaeffer's Daily Q&A on SchaeffersResearch.com.

The U.S. decided it could not allow another investment bank to fail. And if it had allowed Morgan Stanley (NYSE: MS). to file for bankruptcy -- as it did with Lehman Brothers -- that would not have happened. Why not? Because Morgan Stanley is now a commercial bank. But thanks to a guarantee from the Treasury and a change in the structure of its deal, Morgan Stanley has skated away from bankruptcy.

That's because Mitsubishi UFJ negotiated a new deal with Morgan Stanley. Instead of buying a mixture of common and preferred stock, Mitsubishi will acquire a 21% stake in Morgan Stanley by purchasing $9 billion worth of its preferred stock yielding 10%. More specifically, $7.8 billion of the Mitsubishi investment is in preferred shares which its can convert into Morgan Stanley common at $25.25 per common share. The other $1.2 billion is in perpetual noncumulative preferred stock that is not convertible into Morgan Stanley stock.

Why the change? Previously $3 billion of Mitsubishi's stake was to be in common stock purchased for $31.25 a share, but after Morgan Stanley's stock fell 58% last week -- this deal would have been embarrassing to complete. This weekend I was thinking about buying Morgan Stanley stock but I held back because I thought that the Treasury might inject senior preferred capital into Morgan Stanley which would drive down the value of its common.

The SEC's ban on short selling ended Thursday. This creates the conditions to resume the cycle of value destruction that brought down Lehman Brothers Holdings. What happens is that a threat of a credit downgrade causes a spike in the premiums for credit default swaps (CDSs) that insure the bank's debt. That premium spike requires a collateral call which the bank lacks the cash to meet. This jeopardizes its effort to raise capital and sends the stock plunging -- to the profit of the short sellers.

Enter Morgan Stanley (NYSE: MS). A few weeks ago, it announced that it would raise $9 billion from an investment from Japanese bank Mitsubishi UFJ Financial Group, which is due to close on October 14th. However, the $25 a share purchase price is now about double Morgan Stanley's closing stock price Thursday. If the $9 billion capital commitment remains constant, MUFJ would own 65% of Morgan Stanley rather than the original 21%.

And this morning, a report emerges that Moody's (NYSE: MCO) will put $200 billion of Morgan Stanley's debt on downgrade watch -- helping drive its stock down 27% in pre-market. As happened at Bear Stearns and Lehman, hedge fund clients have pulled out their money and its CDS premiums are up so much that it can't issue new debt. Specifically, Morgan Stanley's 5-year CDSs rose to an upfront payment of 28% of the amount insured -- yesterday it was 19% -- plus 5% percent a year. So Morgan Stanley would pay $2.8 million to insure $10 million of debt plus $500,000 a year.

Goldman Sachs (NYSE: GS) is recently trading at $134.50 in pre-open trading, above its close of $125.05. GS agreed to sell $5 billion of perpetual preferred stock to Berkshire Hathaway, in addition GS is raising at least $2.5 billion in common equity in a public offering. Deutsche Bank says: "Less risk and lower returns likely with Buffett stake." GS October call option implied volatility is at 89, puts are at 98; above its 26-week average of 53 according to Track Data, suggesting larger price movement.

Morgan Stanley (NYSE: MS) is recently trading at $30.75 in pre-open trading, above its close of $28. MS October call option implied volatility is at 139, puts are at 163; above its 26-week average of 58 according to Track Data, suggesting large price movement.

Financial Select Sector-XLF overall volatility at 52; 26-week average is 40

Option Update is provided by Stock Specialist Paul Foster of theflyonthewall.com

The market has been waiting for billionaire investor Warren Buffet's investment company Berkshire Hathaway (NYSE: BRK.A) to invest in a financial firm, and Buffet announced yesterday that he would invest $5 billion in Goldman Sachs (NYSE: GS).

The $5 billion will be used to purchase perpetual preferred stock bearing a 10 percent annual interest rate.

The move comes as Goldman is looking to raise $7.5 billion worth of fresh assets. In addition to the initial $5 billion investment, Berkshire also will be receive warrants to purchase an additional $5 billion worth of common stock in the company for $115 a share. The stock closed yesterday's trading at $125.05, and has jumped nearly 7% in after hours trading following this afternoon's announcement.

TheStreet.com's Jim Cramer says there are some events out there -- WaMu being the biggest -- that make the plan worth adopting.

The vote from Monday's market was pretty resounding: The plan won't help. Or if it does, it will be too costly and there are too many details that can't be worked out.

So should it just be let go?

I am a big believer in the plan because there are some events out there that would make the plan worth adopting no matter what. And the biggest event is Washington Mutual (NYSE: WM) (Cramer's Take). Here's a firm that just had its debt downgraded again last night, and if you read the ratings downgrades you can't see how the feds can avoid seizing it.

But what happens when they seize it? The thing is so mammoth that it would overwhelm the FDIC. Although with this administration's magic-wand philosophy, maybe we can just get some stopgap funding. Or maybe we just say, "As long as there are no lines outside WM, we are fine." But at a certain point, no investors are going to want to buy any of this company's debt and the losses could be too great.

Reuters reports that Morgan Stanley (NYSE: MS) will sell between 10% and 20% of its equity to Mitsubishi UFJ -- Japan's largest bank. It is not sure how much it will buy because it has not yet conducted due diligence. "MUFG said it would decide on the amount it would pay after carrying out due diligence," according to Reuters.

This -- combined with the announcement this morning that Morgan Stanley would change into a Bank Holding Company (BHC) -- increases the odds that it will remain independent. But its survival depends on raising more capital. In order to boost its ratio of assets to equity from 30.3:1 to 11:1 to meet the BHC capital standard, for example, Morgan Stanley would either need to reduce its assets or raise $60 billion in capital. If MUFJ bought a 20% stake at the current market price -- for $6 billion -- it would only go 10% of the way to reaching the $93.7 billion in capital needed to support its $1,031 billion in assets at an 11:1 ratio.

Nevertheless, investors are happy about the news, driving Morgan Stanley up 13% in pre-market.

Peter Cohan is President of Peter S. Cohan & Associates. He also teaches management at Babson College and edits The Cohan Letter. He has no financial interest in the securities mentioned.

Late Sunday night it was reported by the Associated Press that the Federal Reserve announced it had approved the request of the two investment banks, Goldman Sachs Group (NYSE: GS) and Morgan Stanley (NYSE: MS), to become commercial banks and to take deposits, bolstering the resources of both institutions.

Since Bear Stearns was acquired in a fire sale by J P.Morgan Chase (NYSE: JPM) in March both firms have been under increased pressure to show their financial strength, but the bankruptcy of Lehman Brothers Holdings (NYSE: LEH) and the buyout of Merrill Lynch (NYSE: MER) by Bank of America (NYSE: BAC) last weekend have changed the playing field too much.

So what does this mean in short? It means the investment banks wanted the comfort and security of mama bear. They wanted the protection of the Federal Reserve, along with the ability to borrow from it at the discount window, and in a worst case scenario, to be bailed out like everyone else.

The Fed, from its perspective, knows this to be true and understands that if the investment banks -- now commercial banks -- can increase their reserves, then maybe a bailout will not be required, which is better for everyone. Along with this change will come additional requirements and regulation.

Sheldon Liber is the CEO of a small private investment company and the principal for design and research at an architecture & planning firm. He writes the columns Chasing Value and Serious Money. DISCLOSURE: I owned BSC and now own shares in its acquirer JPM.

The New York Times reports that Morgan Stanley (NYSE: MS) CEO John Mack approached Citigroup head (NYSE: C) Vikram Pandit on Wednesday about a merger. It quotes Mack as saying "We need a merger partner or we're not going to make it." Fortunately, Citi rejected Mack's advances -- I say fortunately because Citi has enough problems of its own without taking on Morgan Stanley's. Why is Morgan Stanley, which just posted a $1.43 billion profit, in such desperate straits?

It's a brilliant negative feedback loop that short sellers are exploiting to enrich themselves as Wall Street collapses. Here's how it works: the hedge funds sell the stock of 'Bank A' short -- borrowing the shares at a higher price and hoping to pay back the stock loan with shares repurchased in the market at a lower one. As the Wall Street dominoes tumble, investors ask who's next and they sell the shares of the next domino to fall.

That decline leads ratings agencies to lower their debt ratings on a bank which boosts the rates it pays in the $62 trillion market for Credit Default Swaps (CDSs). Those higher rates force 'Bank A' to come up with billions in cash which it doesn't have -- raising fears of a collapse and further depressing 'Bank A''s stock price. And the cycle begins anew until 'Bank A' finds a merger partner or goes bankrupt. This short-selling work is very profitable, but it is also destroying the global financial system.

This morning, I speculated that Morgan Stanley (NYSE: MS) might reunite with its former parent -- JPMorgan Chase (NYSE: JPM). It looks like I was wrong about that. But the basic idea of finding a merger partner for Morgan Stanley is still alive. The New York Times reports that Wachovia (NYSE: WB) has been in talks with Morgan Stanley about a possible combination.

Morgan Stanley's stock fell another 24% today and Washington Mutual (NYSE: WM), about which I posted this morning, hired Goldman Sachs (NYSE: GS) to find a buyer. So it could be that less than a decade after Congress repealed the Glass-Steagall act -- which prohibited investment and commercial banks from combining -- we will solve our current catastrophic financial problems by reconstituting the very thing that contributed so heavily to the Great Depression.

This looks to me like a desperate move that is only possible because commercial banks were required -- due to their regulations -- to hold more capital than investment banks. The investment banks were vulnerable because they bought such a huge volume of complex securities that nobody now wants to buy. And the decline in the value of these securities is wiping out the slim sliver of capital that they held.

The New York Times reports that Wall Street investment banks -- including UBS AG (NYSE: UBS); whose vice chairman, Phil "Americans are Whiners" Gramm resigned as chief economic advisor to John McCain -- have been helping foreign hedge funds dodge U.S. dividend taxes. The good news is that the amount of lost taxes looks to be in the "mere" hundreds of millions -- a tiny amount when you consider the record $490 billion deficit we face for 2009.

The tax dodging scheme -- dubbed "dividend enhancement" -- is complex and UBS was not alone in pushing it. The New York Times reports that Morgan Stanley (NYSE: MS), Lehman Brothers (NYSE: LEH), Deutsche Bank (NYSE: DB), Merrill Lynch & Co., Inc. (NYSE: MER) and Citigroup, Inc. (NYSE: C) joined UBS in this scheme to sell complex financial products that enable offshore hedge funds who get dividends from U.S. stocks to dodge the 30% dividend tax.

But UBS is continuing to look more and more like a shady enterprise. First, it gained notoriety for its brazen policy of dumping Auction Rate Securities (ARS) from its own books into the accounts of its unsuspecting "private banking" clients. It has since settled those charges. And now it stands accused of helping a hedge fund, Maverick Capital, bilk the U.S. government of "$95 million in dividend taxes from 2000 through 2007," according to the Times.

Bloomberg News reports that two more big banks -- JPMorgan Chase (NYSE: JPM) and Morgan Stanley (NYSE: MS) have made offers of $7 billion to 30,000 holders of Auction Rate Securities (ARS) -- those long-term securities whose yields reset in weekly auctions until the auctions failed this February. JPMorgan and Morgan Stanley also agreed to $60 million worth of fines. This brings to five the number of large firms that have settled so far. The Wall Street Journal reports that of the big firms that have yet to settle, Goldman Sachs (NYSE: GS) is proving to be among the most unhelpful to its clients.

Meanwhile, the Wall Street Journal's James Stewart, who first got me writing about the ARS catastrophe, has finally broken his silence. And he seems to think that the ARS mess is much worse than he originally thought back in February. Stewart was shocked that brokers were unloading this toxic waste on customers so they could get it off of their books and out of the accounts of their executives. Stewart's reaction struck me as surprisingly naive -- particularly considering his long track record of reporting on Wall Street misdeeds.

Nevertheless, the problems with the frozen ARS continue to stress out investors who fell victim to Wall Street's chicanery. Among the top 10 municipal ARS issuers, the following have yet to offer any restitution to ARS holders (the value of their 2007 ARS issuance is in parentheses):

• Goldman Sachs ($4.3 B)
• Bank of America (NYSE: BAC) ($3.7 B)
• RBC Capital Markets ($1.2 B)
• Lehman Brothers (NYSE: LEH) ($1.1 B)
• Wachovia (NYSE: WB) ($0.6 B)

CNNMoney reports that Morgan Stanley (NYSE: MS) is the latest bank to buy back its worthless Auction Rate Securities (ARS) from individual investors. With that buyback, Morgan Stanley follows in the wake of Citigroup, Inc. (NYSE: C), Merrill Lynch & Co., Inc. (NYSE: MER) and UBS AG (NYSE: UBS).

CNNMoney notes that Morgan Stanley said it would offer to repurchase all ARS "held by individuals, charities and small and medium-sized business with accounts of $10 million or less at the bank." Morgan Stanley will begin to start buying back $4.5 billion worth of ARS on September 30th and will "make its best effort to provide liquidity solutions" for institutional investors by the end of 2009. But New York attorney general Andrew Cuomo is not satisfied with Morgan Stanley's proposal.

Meanwhile, the list of big ARS issuers that have not settled grows shorter. Here are six holdouts (with their 2007 municipal ARS issuance in parentheses):

• JPMorgan Chase (NYSE: JPM) ($5.2 B)
• Goldman Sachs (NYSE: GS) ($4.3 B)
• Bank of America (NYSE: BAC) ($3.7 B)