Michael S. Dell’s effort to buy the company he founded has been thrown into jeopardy after a special committee of the computer maker’s board refused his demand to change the voting rules on the buyout offer, DealBook’s Michael J. de la Merced writes. With Dell shareholders set to decide on the deal on Friday, it appears that the offer of $13.65 a share, or a total of $24.4 billion, to take the company private is likely to lose the shareholder vote, people close to both sides say.
If the buyout fails, Dell will face even fiercer competition in the PC business, Mr. de la Merced writes. “They were cutting in anticipation of going private, making advances in a high-volume, low-margin business without having to show the results,†said Mikako Kitagawa, an analyst with Gartner. “They can’t be competitive with the pressure they’ll have from Wall Street.â€
The company’s two chief rivals, Hewlett-Packard and Lenovo of China, are expected to redouble their efforts to take Dell’s customers if it seems like the company is reeling. And Dell’s board and prospective buyers have warned that the stock could fall into the $8 range if the deal collapses. On Wednesday, the stock fell 1.56 percent to $12.66.
BANKS FIND S.&P. MORE FAVORABLE IN BOND RATINGS  | “Five years after inflated credit ratings helped touch off the financial crisis, the nation’s largest ratings agency, Standard & Poor’s, is winning business again by offering more favorable ratings,†Nathaniel Popper writes in DealBook.
“S.&P. has been giving higher grades than its big rivals to certain mortgage-backed securities just as Wall Street is eagerly trying to revive the market for these investments, according to an analysis conducted for The New York Times by Commercial Mortgage Alert, which collects data on the industry. S.&P.’s chase for business is notable because it is fighting a government lawsuit accusing it of similar action before the financial crisis.
“As the company battles those accusations, industry participants say it has once again been moving to capture business by offering Wall Street underwriters higher ratings than other agencies will offer. And it has apparently worked. Banks have shown a new willingness to hire S.&P. to rate their bonds, tripling its market share in the first half of 2013. Its biggest rivals have been much less likely to give higher ratings.â€
A PROGRAMMER’S FIGHT WITH GOLDMAN SACHS  | Sergey Aleynikov, a former star programmer at Goldman Sachs, was accused of stealing the firm’s computer code after he got a job at a high-frequency trading firm, and he was sentenced to eight years in prison. In the latest Vanity Fair, Michael Lewis explores whether the F.B.I., and Goldman, might have overreached in going after Mr. Aleynikov, who signed a confession after hours of questioning.
“He didn’t seem to know anything about high-frequency trading or source code,†Mr. Aleynikov said of the F.B.I. agent who questioned him. “I thought it was like, crazy, really.†His trial, which lasted 10 days, “was notable for its paucity of informed outsiders,†Mr. Lewis writes. Goldman’s role in the trial, Mr. Lewis continues, “was to make genuine understanding even more difficult. Its lawyers coached witnesses; its employees, on the witness stand, behaved more like salesmen for the prosecution than citizens of the state.†As Mr. Aleynikov put it, “they told things that were not in their expertise.â€
Goldman has offered an extended response, published in Business Insider.
ON THE AGENDA Â |Â
Time Warner Cable and Procter & Gamble report earnings before the market opens. LinkedIn and the American International Group report earnings after the market closes Robert H. Benmosche, the chief executive of A.I.G., is on CNBC at 4:30 p.m. Terrence Duffy, the chairman of the CME Group, is on Bloomberg TV at 11:40 a.m. The ISM manufacturing index for July is out 10 a.m.
JURY DELIBERATING IN TOURRE CASE  | It is now up to nine jurors, including a former stockbroker, a minister and a graphic designer, to decide whether Fabrice P. Tourre, a former Goldman Sachs trader, committed fraud as he set up a complex investment tied to mortgages, DealBook’s Michael J. de la Merced and Susanne Craig write. The Securities and Exchange Commission accused Mr. Tourre of misleading investors, and he faces seven counts of fraud. The jury did not reach a verdict on Wednesday and will continue deliberations on Thursday. Because it is a civil suit, the S.E.C. need only have convinced jurors with a preponderance of evidence, rather than beyond a reasonable doubt.
Sony Shares Fall on Report It Will Not Pursue Breakup  | Shares of Sony fell as much as 3.1 percent in trading in Japan after Nikkei reported the company would reject a proposal from the hedge fund manager Daniel S. Loeb, Bloomberg News reports. BLOOMBERG NEWS
Inside Mayer’s Effort to Save Yahoo  | “Name another Internet giant that went through three years of decline and then started to grow again,†Marissa Mayer, Yahoo’s chief executive, told Bloomberg Businessweek. “It’s a very good sign.†BLOOMBERG BUSINESSWEEK
Chinese Workers Protest Cross-Border Tire Deal  | Chinese workers at a subsidiary of Cooper Tire & Rubber are concerned about the effects of the planned acquisition by Apollo Tyres of India, The Wall Street Journal reports. WALL STREET JOURNAL
Goldman, Under Scrutiny, Offers to Speed Metal Delivery  | “Goldman Sachs has offered to speed up delivery of aluminum stored in warehouses that it controls as federal authorities examine how delays at the facilities have driven up the price of the metal,†The New York Times reports. NEW YORK TIMES
A New Leader for R.B.S.  | The Financial Times, citing unidentified people close to the process, reports: “Royal Bank of Scotland is in late-stage discussions with regulators at the Bank of England to appoint insider Ross McEwan†as the partly nationalized lender’s new chief executive. FINANCIAL TIMES
Lloyds Banking Group Returns to Profit  | The Lloyds Banking Group said second-quarter profit more than doubled, as the British bank took another step toward privatization. DealBook »
Peter M. Flanigan, Banker and Nixon Aide, Has Died  | The New York Times writes: “Peter M. Flanigan, a Wall Street investment banker who became one of President Richard M. Nixon’s most trusted, influential and well-connected aides on business and economic matters, died on Monday in Salzburg, Austria. He was 90.†NEW YORK TIMES
At Goldman, SAC Remains a Valued Client  | SAC Capital Advisors, the hedge fund that was criminally charged last week, is “an important client,†Gary D. Cohn, the president of Goldman Sachs, said on CNBC. “We continue to do business with SAC Capital,†he said. CNBC
Brazilian Bank Pushes Into Commodities, as Others Retreat  | BTG Pactual of Brazil is “betting it can avoid the regulatory pressure rattling rivals,†Reuters writes. REUTERS
Clearinghouse Said to Approach Former CME Chief for Chairman Role  | The Options Clearing Corporation “is in talks with Craig Donohue, the former chief executive officer of CME Group Inc., about hiring him as chairman, according to two people familiar with the matter,†Bloomberg News reports. BLOOMBERG NEWS
Credit Suisse Said to Approach Sale of Private Equity Unit  | Credit Suisse “is in advanced talks to sell a multibillion-dollar private-equity business as the bank adapts to stricter rules for managing capital and risk, according to people familiar with the matter,†The Wall Street Journal reports. WALL STREET JOURNAL
Air Products Faces Modern Form of Hostile Takeover  | William A. Ackman’s firm, Pershing Square Capital Management, is likely to follow a well-worn path taken by both activist investors and his own fund in seeking to shake up the management and strategy at Air Products and Chemicals, Steven M. Davidoff writes in the Deal Professor column. DealBook »
Ackman Acquires 9.8% Stake in Air Products  | The $2.2 billion bet on Air Products and Chemicals, a producer of industrial gases, is the largest ever made by William A. Ackman’s firm, Pershing Square Capital Management. DealBook »
Facebook Stock Returns, Briefly, to I.P.O. Price  | The stock of the social network crossed $38 a share, an important psychological barrier, on Wednesday morning. NEW YORK TIMES
Facebook’s I.P.O. Breakthrough  | But the shares of the social network giant still have a way to go, Richard Beales of Reuters Breakingviews writes. In comparison, the Nasdaq market is up more than 20 percent, and Google more than 40 percent since the May 17, 2012, market debut of Facebook. REUTERS BREAKINGVIEWS
The ‘Do-It-Yourself I.P.O.’  | A direct public offering, or D.P.O., is similar to an initial public offering but with a big difference: there is no need to hire an investment bank. NEW YORK TIMES
U.S. Financial Firm Courts Start-Ups in Brazil  | In recent months, one of the SVB Financial Group’s subsidiaries, Silicon Valley Bank, has added venture capital firms and young companies in Brazil as clients. And SVB Capital, another subsidiary, expects to make new investments in South American venture capital firms. DealBook »
Fab Raises $10 Million Financing Round  | The e-commerce company Fab announced it had raised $10 million from the venture capital arm of the SingTel Group of Singapore. A day earlier, it announced it was cutting 100 jobs, AllThingsD notes. ALLTHINGSD
Judge Rejects Fed’s Cap on Debit Card Fees  | The billions of dollars that banks earn when consumers swipe their debit cards are under threat after a federal court ruling. DealBook »
The Power Behind the Throne at the Federal Reserve  | Few outside the world of banking regulation understand the influence held by the staff of the Federal Reserve, which includes Scott G. Alvarez, its general counsel, Jesse Eisinger of ProPublica writes in his column, The Trade. The Trade »
Fed Bond Purchases Will Continue at Least for Another Month  | “The Federal Reserve issued a 700-word statement on Wednesday, but four words would have sufficed: see you in September,†The New York Times writes. NEW YORK TIMES
Raskin Would Be Highest-Ranking Woman to Serve at Treasury  | On Wednesday, President Obama nominated Sarah Bloom Raskin to be deputy Treasury secretary. NEW YORK TIMES
The Persistence of Too Big to Fail  | “Dodd-Frank has some tools that help reduce the problem of too big to fail, but none of this will help unless the supporting regulations are fully in place,†Simon Johnson writes on the Economix blog of The New York Times. NEW YORK TIMES ECONOMIX
Apologizing to Rowling, Law Firm Makes a Donation  | The London law firm responsible for revealing that J. K. Rowling is the author of a novel she wrote under a pseudonym has agreed to make a donation to charity as part of an apology. NEW YORK TIMES
