The influential proxy advisory firm Institutional Shareholder Services recommended on Monday that Dell Inc. investors accept Michael S. Dell’s $24.4 billion leveraged buyout offer. The recommendation is something of a surprise. Advisers to both the buyers and to a special committee of Dell’s board had expected the report would likely be unfavorable to the deal, DealBook writes.
But I.S.S. cited “the 25.5 percent premium to the unaffected share price, the certainty of value provided by the all-cash consideration, and the fact that the transaction would transfer to the buyout group the risk of the deteriorating PC business and the company’s ongoing business transformation.†Mr. Dell and the private equity firm Silver Lake have offered $13.65 a share.
MANY PATHS FOR A CASE AGAINST SAC  | The government has a range of possible avenues as it pursues a long-running investigation into possible insider trading by Steven A. Cohen and his hedge fund, SAC Capital Advisors, DealBook’s Peter Lattman and Ben Protess report.
The strategy has shifted. After Mathew Martoma, a former SAC employee, persistently rebuffed the government’s efforts to secure his cooperation, authorities concluded that they lacked sufficient evidence to file a criminal case against Mr. Cohen related to suspicious trading in two drug stocks before a legal deadline expires in mid-July, according to people with direct knowledge of the investigation. But Mr. Cohen and SAC are hardly out of the woods, as criminal and civil authorities continue to weigh several possibilities.
“For one, federal prosecutors are considering criminal charges against SAC related to the drug-stock trades and other activity, the people with direct knowledge of the inquiry said. The Securities and Exchange Commission is contemplating a civil lawsuit against Mr. Cohen. And the Federal Bureau of Investigation â€" which has agents in New York, Connecticut and Boston scrutinizing SAC â€" continues to examine more recent trading at the fund,†Mr. Lattman and Mr. Protess write. “The authorities, for example, have looked at SAC trading in the shares of Gymboree, the children’s clothing store, the people said.â€
THOMSON REUTERS TO SUSPEND EARLY PEEKS AT A KEY INDEX Â |Â Thomson Reuters, which for several years has provided an exclusive group of investors the results of a closely watched economic survey a full two seconds before its broader release, is expected to announce on Monday that it will suspend the practice, yielding to pressure from the New York attorney general, Mr. Lattman reports.
Eric T. Schneiderman, the attorney general, and his staff have been looking into the unusual arrangement that Thomson Reuters has with the University of Michigan, which releases the often market-moving economic survey known as the consumer confidence index. Thomson Reuters pays for the right to distribute that data early to its money management customers, offering clients of its news service the opportunity to receive the information at 9:55 a.m. But an elite group of about a dozen clients pays an additional fee to receive it at 9:54:58.
Mr. Schneiderman’s investigation began in April after a former Thomson Reuters employee filed a whistle-blower complaint, according to a person briefed on the inquiry, Mr. Lattman reports. Legal experts have said the tiered pricing arrangement Thomson Reuters has with its customers does not violate federal insider trading laws. But Mr. Schneiderman’s office is exploring whether the advanced look at the consumer data is a violation of the Martin Act, a state securities-fraud law that gives the attorney general broad powers to pursue either criminal or civil actions against companies. A spokesman for Thomson Reuters defended the practice and said the company was fully cooperating with the attorney general’s review.
The investigation of Thomson Reuters evokes the investor-protection campaign waged a decade ago by a former attorney general, Eliot Spitzer, who told The New York Times on Sunday that he planned to re-enter political life with a run for the citywide office of comptroller. Mr. Spitzer, who resigned as governor of New York five years ago amid a prostitution scandal, said he yearned to resurrect the kind of aggressive role he played as attorney general.
ON THE AGENDA Â |Â Alcoa reports earnings after the market closes. T. Boone Pickens is on CNBC at 2 p.m. Gordon Nixon, chief executive of the Royal Bank of Canada, is on CNBC at 4:30 p.m.
AUTOMATED CARS ATTRACT $400 MILLION  | “For a handful of investors, the future of mostly automated cars looks increasingly attractive,†DealBook’s Michael J. de la Merced writes. “Mobileye, a provider of driver-assistance technology systems, said on Sunday that it had raised $400 million in financing, valuing the company at about $1.5 billion. The money, raised in an oversubscribed financing round, is coming from five new investors, according to a person briefed on the matter: the money management firms BlackRock, Fidelity Management and Wellington Management; a Chinese investment firm, Sailing Capital; and Enterprise Rent-A-Car, the privately held rental car company.†The financing comes ahead of what Ziv Aviram, a co-founder and the company’s chief executive, said was an expected initial public offering in perhaps a ear and a half.
TV Station Deals Are Back  | “After years of small-bore shifting and tweaking by media companies in an effort to stay in front of consumers, big deals are back on the table,†David Carr writes in The New York Times. “Using relatively cheap capital, companies in dire need of diversification away from wounded businesses like print are going shopping.†NEW YORK TIMES
With Campaign Ad Cash, Swing-State TV Stations Attract Buyers  | “The increasingly expensive elections that play out across the country every two years are making stations look like a smart investment,†Brian Stelter writes in The New York Times. NEW YORK TIMES
In Japan, Mergers Fall to Nine-Year Low  | Volatility in the yen in the first half of the year put a damper on deal-making, according to Bloomberg News. BLOOMBERG NEWS
Shaking Up Corporate Board Elections  | The Shareholder Rights Project, a program operating at the Harvard Law School, has succeeded in convincing dozens of companies to replace staggered board elections with annual ones, Gretchen Morgenson writes in The New York Times. NEW YORK TIMES
William Heinecke, an Early Entrepreneur in Asia, Is Still Finding Success  | The billionaire William Heinecke has expanded from Thailand into the Middle East, Africa, Australia and emerging markets across Asia. DealBook »
In France, Firms Cut Back on Investments  |Â
WALL STREET JOURNAL
What Bankers Can Learn From a Tennis Champion  | The victory by Andy Murray at Wimbledon on Sunday offers lessons for the financial sector, Christopher Hughes of Reuters Breakingviews writes. Mr. Murray “had seemed distant and aloof. But recently he changed his manner. He cried publicly after losing Wimbledon in 2012. This year, he humbly acknowledged he might never win the championship. After all that, people got behind him and wanted him to win. And he did.†REUTERS BREAKINGVIEWS
Bank of America Merrill Lynch Hires Executive in Asia  | Winston Cheng was hired as the head of telecommunications, media and technology investment banking in Asia by Bank of America Merrill Lynch, The Wall Street Journal reports. He was previously at Goldman Sachs. WALL STREET JOURNAL
Meredith Whitney’s Research Firm Faces Challenges  |Â
WALL STREET JOURNAL
How Regulators Can Restore Trust in Bank Capital  | From the outside, it can be difficult to see where justified diversity of risk ends and where fiddling begins, George Hay of Reuters Breakingviews writes. REUTERS BREAKINGVIEWS
East Hampton Plans to Sell $3.3 Million of Bonds  | The bond sale would be the first for the Long Island town since 2008, Bloomberg News reports. BLOOMBERG NEWS
After Buying Homes, Blackstone Plans to Offer Loans  | The Blackstone Group, which has bought thousands of distressed homes to rent them out, is preparing a new service to offer loans to other landlords, Bloomberg News reports, citing four unidentified people who reviewed the terms. BLOOMBERG NEWS
TPG Said to Be Near Deal for Envision Pharmaceutical  | The private equity firm TPG Capital is said to be close to an agreement to buy the pharmacy benefits manager Envision Pharmaceutical Holdings, Bloomberg News reports. BLOOMBERG NEWS
Investors Sue U.S. Over Rescue of Fannie and Freddie  | An investor group led by the hedge fund Perry Capital sued the Treasury Department in a challenge to changes of the bailout terms of Fannie Mae and Freddie Mac, Reuters reports. REUTERS
A Challenge for Hedge Funds: Provide Stability  | Institutional investors crave a “diversified, low-volatility compliment to their portfolios,†The Financial Times writes. “The challenge for hedge funds, many now equally pressured by the unforgiving investing climate, is to fulfill that mandate.†FINANCIAL TIMES
With Search Feature, Facebook Aims to Deepen Engagement  | On Monday, Facebook is rolling out its new Graph Search tool to several hundred million users in the United States and to others who use the American English version of the site. NEW YORK TIMES
Shazam Raises $40 Million  | Shazam, which makes an app that helps people identify songs, attracted $40 million from América Móvil, the Latin American phone carrier controlled by the billionaire Carlos Slim Helú, AllThingsD reports. The chief executive of Shazam, Rich Riley, said the investment included a “substantial secondary element.†ALLTHINGSD
Moral Quandaries at MF Global  | A central question in the MF Global saga is how Edith O’Brien, former assistant treasurer of MF Global, interpreted one of Jon S. Corzine’s comments to her about over drafts in the final days leading up to the firm’s downfall, writes James B. Stewart in the Common Sense column for The New York Times. NEW YORK TIMES
For Geithner, the Speaking Circuit Proves Lucrative  | After leaving his job as Treasury secretary, Timothy F. Geithner “has been elevated to the highest rank of public speakers, alongside former world leaders Bill Clinton and Tony Blair, after receiving about $400,000 for three speaking engagements,†The Financial Times reports. FINANCIAL TIMES
Summers Said to Be Interested in Fed Job  | Friends of Lawrence H. Summers say the former White House official is “more than a little interested†in succeeding Ben S. Bernanke at the Federal Reserve, The Wall Street Journal reports. WALL STREET JOURNAL
F.C.C. Clears Sprint Deals With SoftBank and Clearwire  | The Federal Communications Commission on Friday cleared the way for the $21.6 billion purchase of Sprint by SoftBank of Japan, as well as Sprint’s offer to buy the broadband network Clearwire. DealBook »
Basel Report Finds Diverging Bank Views on Risk  | The Basel Committee on Banking Supervision, a body of central bankers, said it found significant differences in how some of the world’s large banks continued to assess risks on their balance sheets. DealBook »
Echoes of an Ugly Bailout  | Floyd Norris of The New York Times writes about the recently emerged tapes of 2008 phone conversations between top executives at Anglo Irish Bank, which had to be bailed out. Mr. Norris writes: “As I listened to the Irish tapes, what stood out the most was the sheer arrogance of bankers who felt no shame that their imprudent lending had created a crisis.†NEW YORK TIMES
