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Blackstone Is Said to Buy Apartments From G.E.

With a big deal for apartment buildings, the Blackstone Group is making a huge wager on housing.

The investment firm has agreed to buy control of 80 apartment complexes from General Electric, valuing the properties at about $2.7 billion, a person briefed on the matter said on Monday.

The deal reflects a gamble by Blackstone, whose real estate arm is its largest operation, that the business of residential housing is on an upswing. The deal with G.E. is the firm’s biggest investment in apartments in recent history.

The firm has also made a big bet on traditional homes as well, spending over $5.5 billion to snap up houses to rent for now and sell later.

Meanwhile, G.E. â€" whose finance arm is selling the apartment properties â€" has been looking to slim down its real estate holdings, as part of an overall effort to reduce its size and riskiness.

News of the transaction was reported earlier by The Wall Street Journal online.



U.S. Subpoenas Goldman in Inquiry of Aluminum Warehouses

The investigation is focused on the storage of aluminum by Goldman Sachs and other companies, which beverage makers say are distorting market, reports David Kocieniewski for The New York Times. Read more »

Wall St. Debates Who Should Pay Legal Bills

Who should foot the legal bill?

That’s an increasingly common question â€" and debate â€" within legal circles amid the current spate of prominent Wall Street white-collar cases with bills ballooning, by the hour, into the tens of millions of dollars, if not more.

Goldman Sachs paid several millions of dollars to defend, unsuccessfully, its former trader, Fabrice Tourre, in his civil fraud case. He was found liable on six counts of civil securities fraud. Even though he lost, the firm is not seeking reimbursement from Mr. Tourre, according to people involved in the matter. In fact, the firm plans to pay for his appeal and has privately indicated it might even pay whatever money he could ultimately be fined, these people said.

In contrast, Goldman, after spending more than $35 million on the legal fees for one of its directors, Rajat Gupta, who was convicted in criminal court of insider trading, is seeking to be repaid; Mr. Gupta may not have the money.

Steven A. Cohen’s hedge fund, SAC Capital Advisors, is picking up the tab for some of its traders ensnared in the continuing criminal insider trading investigation into the firm, but not others. Despite firing one of its traders, Mathew Martoma, the fund is now covering the bills for his defense against securities fraud and conspiracy charges. The firm is also paying legal bills for Michael Steinberg, who remains on the firm’s payroll and has also been accused of insider trading.

On the other hand, SAC did not pay the legal bills for another former employee, Richard S. Lee, who is cooperating with the government in its investigation and pleaded guilty to insider trading.

The implication of who is â€" or who is not â€" paying legal fees could have a large effect on the defense’s strategies for defendants. But in addition to that, it is increasingly raising questions in the industry.

“It’s a more significant issue today than it’s ever been,” said Kevin H. Marino, a partner at Marino, Tortorella & Boyle. “In this era, positions on Wall Street are fraught with all sorts of perils and more individuals are finding themselves ensnared in lawsuits and investigations.”

Mr. Marino knows more than most about the issue of who gets stuck with the bill. He recently represented Morgan Stanley in its effort to claw back $10 million in salary and legal defense fees it had advanced to one of its employees, Joseph F. Skowron III. Mr. Skowron, a former manager at FrontPoint Partners, which used to be owned by Morgan Stanley, mounted a defense against insider trading charges against him in 2011 only to later plead guilty. Morgan Stanley had paid $3.8 million in defense fees on his behalf. An appeals court ruled in favor of Morgan Stanley last month.

However, Mr. Marino is on the opposite side of a case over legal fees, too. He is suing Goldman on behalf of his client, Sergey Aleynikov, a computer programmer who is accused of stealing computer code from the firm before leaving for another job. His conviction in federal court was overturned, but state prosecutors are pursuing a similar case. Mr. Marino argues, somewhat counterintuitively, that Goldman should pay Mr. Aleynikov’s legal fees because the allegations against him involved illegal activity while on the job. Goldman argues that it is the victim of Mr. Aleynikov’s theft.

There is no absolute rule or law that says a company must pay defense fees for its employees, but Delaware law â€" where most companies are incorporated â€" allows legal fees to be paid and in certain cases has required it on the theory that it is good public policy to protect employees from lawsuits that result from work that advances the interests of the employer. Depending on a corporation’s bylaws, directors, officers and, in some cases, employees, are often indemnified. Most companies buy insurance to pay the fees. In almost all cases, employees must repay the legal fees and often other restitution if they are found guilty.

In February, Mr. Gupta was ordered by Federal District Court Judge Jed S. Rakoff to pay $6.2 million to Goldman for its legal fees related to the case. Goldman had sought $6.9 million but Judge Rakoff derisively commented, “On a few occasions, the number of attorneys staffed on a task, while perhaps perfectly appropriate on the assumption that Goldman Sachs wished to spare no expense on a matter of great importance to it, exceeded what was reasonably necessary.”

While the legal world is often acutely aware of who is paying the bill, the public and juries are usually never told about the deals made behind the scenes. Judges, in some cases, have prevented lawyers from telling juries about the payment arrangements for fear that it could prejudice a jury â€" some jurors might hold an individual accountable for something they project onto the corporation paying the bill while other jurors might side with the individual because the payment suggest the corporation stands behind them.

Several lawyers told me privately that when companies pay for the defense of an employee, the company often seeks to be briefed on legal strategies in advance of trials and often provide suggestions and other feedback.

In the case of Mr. Tourre, his lawyers reviewed the defense team’s plans with Goldman several times before the trial and Goldman sent a representative to watch the trial and take notes, these people said, though none said that Goldman sought to influence the strategy.

Surprisingly, Goldman does not have a written contract with Mr. Tourre to support his defense, nor does the firm have insurance to pay such bills for its employees, these people said.

“You can always speculate that the entity providing legal fees has the leverage,” Mr. Marino said. “But I have represented corporate officers at the expense of the corporation.”

Still, he said he wondered whether legal fees were “being extended or withheld because the firm is trying to control the legal advice that is being recommended.”

Andrew Ross Sorkin is the editor-at-large of DealBook. Twitter: @andrewrsorkin



BlackBerry Faces Dwindling Options for a Deal

BlackBerry Ltd. indicated on Monday that it was seriously weighing a potential sale of itself. But it isn’t clear that anyone will want to pay up.

Analysts and industry executives said that a sale of the entire smartphone maker was increasingly unlikely, and almost certainly at least a year too late.

Investors have speculated that an embattled BlackBerry may prove attractive to a private equity firm. The company’s financial state is fairly clean: It has nearly $3 billion in cash and short-term investments. And it carries no debt, suggesting that it can support the financing that a leveraged buyout would require.

But that assumes a financial firm would be willing to shoulder the enormous risk that fixing a fading smartphone maker â€" one that competes with the iPhone and an army of Android-based devices â€" would entail. While Silver Lake is part of the duo trying to take Dell Inc. private, a private equity executive suggested that while corporations will always need personal computers, no one needs to buy a BlackBerry device.

One private equity firm that may be ruled out as a suitor: TPG Capital. The head of a special BlackBerry board committee reviewing the strategic review process is Tim Dattels, a senior partner of the investment firm. His presence on the committee would likely introduce conflicts that would provide fodder for shareholder lawsuits, according to Erik Gordon, a professor of the University of Michigan Law School.

Analysts suggested that while BlackBerry still has a big cash cushion and steady cash flow, growing subscriber losses and other disruptions to the company’s business make adding on debt exceptionally risky.

It also isn’t clear whether bigger competitors like Microsoft or Samsung would be willing to spend money on a beleaguered rival, at least at this point. Some analysts have likened a potential acquisition to Hewlett-Packard’s disastrous purchase of Palm Inc., which essentially led to the smartphone pioneer’s demise after only one year.

Amitabh Passi, an analyst at UBS, suggested that potential buyers may be willing to late BlackBerry flail about further before making a move, at a lowball price.

One natural set of buyers, Chinese companies like Lenovo, are considered the least likely to succeed. The governments of both Canada and the United States, who remain important BlackBerry customers, would almost certainly reject any deal involving a Chinese suitor.

There is the possibility that BlackBerry’s biggest shareholder, the Canadian investment firm Fairfax Financial, will have a role in any deal. V. Prem Watsa, the head of Fairfax, disclosed on Monday that he had resigned from the smartphone maker’s board to avoid possible conflicts that may arise from the strategic review. That suggests that Mr. Watsa will seek to partner with potential suitors, contributing Fairfax’s roughly 10 percent stake.

Analysts generally suggested that BlackBerry’s most attractive assets are its intellectual property, including some of its software and its various cellphone patents. Among its most desirable holdings is QNX Software Systems, a company that made the advanced operating system that underpins BlackBerry’s new line of BlackBerry 10 phones.

But while the latest crop of BlackBerry phones have fallen short of sales expectations, QNX’s operating systems remain in use as a highly stable operating sysftem for companies like General Electric and Cisco. QNX has also been used by car makers like General Motors, which uses one of the division’s systems in its OnStar service; Audi; and BMW.

BlackBerry’s chief executive, Thorsten Heins, has suggested that BlackBerry will use QNX’s automotive ties and its unique global data network to allow car companies to update vehicle software through wireless networks and to monitor vehicles’ mechanical state.

BlackBerry did not disclose what it paid for QNX nor does it break out its financial results making it difficult for outsiders to judge the subsidiary’s worth.

Then there is the company’s famed network. In its most recent quarterly report, BlackBerry reported having roughly 72 million users worldwide, most of whom were still generating monthly services fees by sending data over the company’s special closed network. That business could entice some buyers, even if its long-term outlook is likely one of decline.

Mr. Passi suggested that a potentially far-fetched buyer might be I.B.M., which has long demonstrated an interest in corporate services.

But the highly centralized network, which is based on aging technology, has led to widespread and embarrassing service failures, a potential turn-off to would-be buyers.

BlackBerry also owns a trove of patents, but conflicting assessments abound about their worth. In previous years, analysts have pointed to high-priced intellectual property deals like a consortium’s $4.5 billion purchase of Nortel Networks’ patents and Google‘s $12.5 billion takeover of Motorola Mobility as promising signs.

Analysts historically have estimated the value of BlackBerry’s portfolio at $1 billion to $3 billion. But those expectations, too, have begun to sag.

Many of the company’s patents, while essential to BlackBerry itself, cover technologies that may be near their expiration dates. And the smartphone maker does not control several key patents co-owned by its partners in the Nortel consortium, which include Nokia and Apple.

In a research note on Friday, Mr. Passi of UBS estimated BlackBerry’s patent portfolio at $1 billion to $2 billion. But in a telephone interview on Monday, he played down that valuation, citing concern that the onetime froth around patent deals has started to subside.

“I’m not even sure they’ll be able to get to the higher end,” Mr. Passi said.



In One Bundle of Mortgages, the Subprime Crisis Reverberates

A subprime deal came back to haunt Fabrice Tourre, a former Goldman Sachs trader, when a federal jury in Manhattan found him liable for civil securities fraud.

He is not the only one feeling the pain of a subprime transaction six years on.

Hundreds of thousands of subprime borrowers are still struggling. Some of their mortgages ended up in another Goldman deal that was done at the same time as Mr. Tourre was working on his own financial alchemy.

In February 2007, just before everything fell apart, Goldman Sachs bundled thousands of subprime mortgages from across the country and sold them to investors. This bond became toxic as soon as it was completed. The mortgages slid into default at a speed that was staggering even for that era.

Despite those losses, that bond still lives. It has undoubtedly left its mark on ordinary borrowers. But the impact of the deal spread ever further. It touched the bankers who sold the deal. It even landed on taxpayers, who ended up owning a large slice of the Goldman bond.

Much has changed over the last six years. Big banks like Goldman are reporting strong profits and regulators are wrapping up cases stemming from Wall Street’s recklessness. House prices are on the rise, providing relief and encouragement for many homeowners. Indeed, subprime securities like the Goldman bond can now even be found in some mom-and-pop mutual funds â€" which bought them at a discount of as much as half of their original face value.

Yet the financial crisis still reverberates for many others, in large part because of the insidious reach of the financial products that Wall Street created. Subprime securities still pose a significant legal risk to the firms that packaged them, and they use up capital that could be deployed elsewhere in the economy.

This is the story of one of those bonds, GSAMP Trust 2007 NC1.

The name is the sort of gobbledygook that is common in the bond market, but it tells a story. The “GS” is derived from Goldman Sachs. The Wall Street firm didn’t actually make mortgages to subprime borrowers that were in the deal. Instead, Goldman bought them from a lender called New Century, the “NC” in the title.

It was New Century that lent to Wendy Fillmore, when she and her husband wanted to buy their house in Las Vegas in 2006. The home cost $276,000. New Century provided two loans, one for a $221,000 loan and a second mortgage for $53,000. Data for the Goldman deal shows that it contains the Fillmores’ larger loan.

Ms. Fillmore’s husband was, and still is, an information technology specialist, and at the time she was working as a transcriber. She recalls the surprise she felt when New Century agreed to the make the mortgages.

“I was wondering how we managed to get approved for as much as we did,” she said.

The reason had a lot to do with the appetite for mortgages by Goldman and other Wall Street firms that had a booming business in slicing and dicing and repackaging the loans in securities.

A month before Ms. Fillmore got her mortgage, Daniel L. Sparks, Goldman’s head of mortgages, wrote in an e-mail that he was a “bit scared” of New Century and had reservations about Goldman taking more loans from the lender. The e-mail was contained in materials released by Congress as part of an investigation of Wall Street.

Mr. Sparks gained prominence in 2010 when he testified in Congress about Goldman’s mortgage dealings, including a deal that resulted in a $550 million fine for the firm. He is one of the four bankers who signed off on the 2007 bond, according to a lawsuit filed by a federal regulator that is litigating the deal and other transactions. Mr. Sparks, who left Goldman in 2008, is named as a defendant in the federal action. He declined to say what he is doing now.

Ms. Fillmore is still in her Las Vegas home. She estimates that the market value of the house is around half the combined value of her two mortgages.

“It is frustrating to be so far underwater,” she said. “It’s horrible. We can’t move. We just try not to think about it.”

Deals like the Goldman one leave a rich paper trail that includes many details about the loans that were contained in the bond. The numbers are jaw-dropping.

Three-fourths of the borrowers in the deal have fallen well behind on their payments at some point, according to a special analysis of the deal performed by the Federal Reserve Bank of Boston. Many of those people have lost their houses or will lose them. Nearly half the loans in the bond have been in foreclosure proceedings since it was issued, according to the Boston Fed.

One of Mr. Sparks’s former Goldman colleagues is Jonathan S. Sobel, who also left Goldman in 2008 and is also a defendant in the federal action. A year ago, Mr. Sobel and his wife acquired a duplex apartment at 740 Park Avenue, one of the city’s most coveted addresses, according to New York property records. They paid $19.3 million.

A few months before that purchase, Anthony Haynes, a New York subway train driver, was forced to sell a house in Brooklyn that had been in his family since just after World War II.

In 2006, New Century lent him $500,000 against the property, a mortgage that found its way into the Goldman deal. A renovation of the house didn’t go as planned, Mr. Haynes said. It also turned out that he couldn’t afford both the mortgage payments and other bills, like child support payments.

“I am glad to be rid of the financial burden, but I did like the house,” he said.

Property records indicate that he sold the house last year for $330,000. The entity that bought it from Mr. Haynes then sold it a few months later for $550,000. Mr. Haynes lives in an apartment in Brooklyn that he and his wife own.

The question today is whether loans like the one made to Mr. Haynes should ever have been put in the Goldman bond. Critics say the banks did not properly portray the full risks of the loans bundled into bonds.

Since the financial crisis, many lawsuits have been filed against banks, asserting that banks filled bonds up with loans that didn’t meet agreed-upon standards. Last week, for example, the Justice Department and the Securities and Exchange Commission sued Bank of America over $850 million of jumbo mortgage-backed securities.

Fannie Mae, the mortgage finance giant now owned by the federal government, bought the largest slice of the Goldman deal. In 2008, Fannie was bailed out and taken over by the government, effectively transferring all its assets, including the Goldman bond, into taxpayers’ hands.

Fannie’s regulator, the Federal Housing Finance Agency, is suing Goldman and many other banks to recoup losses on bonds that the company bought. The agency asserts that the four Goldman bankers who signed the bond’s documents were directly responsible for what it says were misstatements and omissions in the deal. None of the men work for Goldman anymore.

They weren’t keen to talk.

The lawsuit says one of the signatories on the deal was David J. Rosenblum. A former Goldman employee of that name now works at Prophet Capital Asset Management, an investment firm based in Austin, Tex. When reached on a Prophet Capital phone number, Mr. Rosenblum declined to say whether he had a connection with the deal.

“I am just a little hermit in my little hermit crab shell,” he said.

Mr. Sobel, the Park Avenue resident, didn’t respond to requests for comment.

One central figure from the time did talk, though.

Daniel Mudd was Fannie Mae’s chief executive when the company bought a $480 million slice of the Goldman bond.

“It doesn’t ring a bell,” he said, when asked whether he remembered the deal.

His tenure at Fannie has been criticized because it was the period when the firm piled into riskier mortgages. Today, Mr. Mudd offers a general defense of Fannie’s subprime strategy: “If you look at the performance of any of the nonprime business that Fannie did, the performance is in an order of magnitude better than business done at other institutions.”

Mr. Mudd is also caught up in subprime litigation. He isn’t a defendant in the suit aimed at the former Goldman bankers. But in 2011, the Securities and Exchange Commission brought civil actions against Mr. Mudd and other former Fannie Mae executives, claiming that the company understated its exposure to subprime mortgages.

After Fannie, Mr. Mudd joined the Fortress Investment Group, an investment firm, but resigned in early 2012.

Looking back at the turbulence of the intervening years, Mr. Mudd, an ex-Marine, said, “You continue to march.”

It has been a long road for Ms. Fillmore, the Las Vegas homeowner. But she and her husband decided to persevere with their loan. “It has crossed our minds to walk away from the house. But we’ve put too much into it,” she said. “We don’t want to give up and lose the house and the past six years of payments.”

The Fillmores’ experience shows how much homeowner relief efforts can help.

Their debt load was lightened in 2010 after she visited an event held by Neighborhood Assistance Corporation of America, an organization that helps consumers get help with their mortgages. “They really helped pull our fat out of the fire,” Ms. Fillmore said. The group worked with the company that services her larger loan to make it more affordable. Its principal was reduced to $193,000, from $221,000, according to property records.

Deborah Harris, of Windsor Locks, Conn., also benefited from an adjustment to her mortgage. She took out a $168,000 loan from New Century in December 2006 to buy a house. The loan was placed in the 2007 Goldman deal. She says modifications have halved her monthly payments. “I could have been one of the statistics, most definitely,” Ms. Harris said. “I guess I was one of the lucky ones who stayed in their homes.”

One-fourth of the loans in the Goldman bond have been modified, according to the Boston Fed’s analysis. Not all of those succeeded, though. Of the 9,393 loans originally in the deal, 14 percent have been modified and are still current on their payments.

Today, the borrowers whose loans were put in the Goldman bond say they have been chastened by their experiences with debt.

“If I could take everything back, I never would have got involved,” Mr. Haynes, the Brooklyn resident, said.

Goldman’s bond expires many years from now, in 2037. Some borrowers, like Curtis Williams, who borrowed $193,500 in late 2006 against her house in Jacksonville, Fla., and whose loan is part of the Goldman deal, aren’t going anywhere.

“As long as I can stay here, I will,” she said.



Hospital Mergers May Lead to Bigger Bills for Patients

After holding steady through much of the 2000s, deal-making has picked up in health care, raising concerns about the power of large hospital systems, Julie Creswell and Reed Abelson write in The New York Times.

Who Would Buy BlackBerry?

At the rate BlackBerry is plummeting, it would stain any buyout.

A clean balance sheet makes the $5.4 billion Canadian company an enticing takeover candidate. Like Dell, it’s a technology legend in need of a turnaround. BlackBerry’s cash flow is worse, though, meaning applying leverage would be extra risky. And the Palm precedent should scare corporate buyers.

The formerly dominant smartphone maker has its attractions. With zero debt and nearly $3 billion of cash and short-term investments, it has left itself wiggle room to cope with the hard times. BlackBerry also owns a patent portfolio worth up to $1.5 billion, according to analysts at Jefferies. That means the market is essentially valuing the operating business of what was an $80 billion company not long ago at about $1 billion.

The market has largely become a duopoly dominated by Apple’s iPhone and handsets powered by Google’s Android. In the second quarter, the two systems accounted for more than 90 percent of all shipped devices, according to IDC. Not only did BlackBerry lose share, it shipped about 900,000 fewer devices than in the same period a year ago even as the market expanded.

Its dwindling appeal has resulted in a loss of pricing power and falling margins. BlackBerry is now in the red. The poor reception to its latest phone update means the trends are apt to worsen.

BlackBerry’s operations generated about $630 million of cash in its latest quarter, but two-thirds was chewed up by capital expenditures. A leveraged buyout at a 25 percent premium, less the cash, using one-third equity would leave $2.5 billion of debt to service. At an interest rate of 8 percent, that would cost almost $200 million annually. Based on the figures for the quarter ending June 1, it would take about a 25 percent fall in cash flow before reserves would need to be tapped. Given BlackBerry’s trajectory, it’s a situation easy to see happening sooner rather than later.

Another company could try to find value in controlling an alternative mobile operating system. Hewlett-Packard had the same idea with Palm in 2010 - and wound up writing down about three-quarters of the $1.2 billion it spent on the acquisition. It’s hard to conceive of many buyers who wouldn’t just get squished by BlackBerry.

Robert Cyran is a columnist for Reuters Breakingviews. For more independent commentary and analysis, visit breakingviews.com.



New York Attorney General Sues High-Interest Lender

New York State’s top prosecutor filed suit on Monday against an online lender that offers short-term loans at interest rates of more than 300 percent, the latest warning shot in a sweeping battle by state authorities to enforce local interest rate caps.

Eric T. Schneiderman, New York State’s attorney general, sued Western Sky Financial and its affiliates, which claim connections to American Indian tribes â€" ties that the lenders have argued immunize them from federal and state laws.

Visitors to Western Sky’s Web site are greeted by a logo of three teepees cast against a yellow sky. The lender, which says it operates “within the exterior boundaries of the Cheyenne River Sioux Reservation” in South Dakota, has argued that the tribal affiliation puts Western Sky beyond the reach of state regulators, including Mr. Schneiderman.

Mr. Schneiderman was not persuaded. In the lawsuit, which was filed in New York State court, Mr. Schneiderman accused the lenders of violating usury laws that cap interest rates on loans at 25 percent.

From their perch online, the lawsuit said, the lenders engage in “an illegal and deceptive scheme to originate high-interest, personal loans to consumers in New York.”

Mr. Schneiderman’s office contends that Western Sky and its affiliates have made at least 17,970 costly loans to New York residents since 2010. The interest and fees alone, the lawsuit says, amount to nearly $185 million. The lender, Mr. Schneiderman said in the lawsuit, “preys upon New York consumers facing financial hardships with limited options.”

In his lawsuit, Mr. Schneiderman outlined his suspicions about how the operations work. Once consumers apply for the loans through Western Sky’s Web site, Mr. Schneiderman said, their applications are shuttled to subsidiaries in California, which finance the loans. The arrangement, the lawsuit said, means that the loans are in Western Sky’s “name only,” while the subsidiaries “bear the risk.”

With his action on Monday, Mr. Schneiderman joins a growing group of state prosecutors fighting to keep online lenders from flouting state restrictions on the loans â€" a campaign that has gained urgency as government officials try to shield residents, desperate for cash, from the expensive loans.

Almost since their inception two decades ago as storefront check-cashing stores, payday lenders have been hounded by controversy. As states steadily impose interest rate caps, the lenders have shifted their operations to more hospitable places, including Belize, Malta and the West Indies, where they can more easily evade the statewide ceilings on interest rates.

Extolling the benefits of operating offshore in 2005 deposition, a former used-car dealership owner, who operates the lenders through a shell corporation in Grenada, put it starkly: the move to foreign places offers “lawsuit protection and tax reduction.”

At an industry convention in 2011, payday lenders singled out Cancun, the Bahamas and Costa Rica as particularly promising places to set up shop.

Grappling with the increasingly hostile state laws, several lenders, including Western Sky, are forging ties with American Indian reservations. Through these pacts, the lenders argue, they are part of a “sovereign nation” and are not subject federal and state laws.

Still, the prosecutors are redoubling their efforts to police the lenders. In at least nine states, including Colorado and Missouri, regulators have taken aim at the lenders with ties to American Indian tribes.

New York State’s action against Western Sky comes on the heels of several other regulatory actions. In April, Western Sky was fined by Oregon’s Department of Consumer and Business Services, which accused the lender of pitching its loans with interest rates of 342 percent “through an aggressive TV and radio advertising campaign.” Minnesota’s attorney general, Lori Swanson, also sued Western Sky for violating state interest rate caps.

In her July suit, Ms. Swanson said that lenders “used Western Sky as a front” to mislead borrowers.

That action came after Colorado’s attorney general sued Western Sky in 2011, accusing it of illegally making roughly 200 loans to state residents.

In a promising development for Colorado, a district court judge said in May that the lenders’ tribal ties did not shield Western Sky from state law. He noted, according to court filings, that borrowers obtain the loans while residing in Colorado, not on the South Dakota reservation.

A spokesman for the company said, “Western Sky Financial is the largest private employer on the impoverished Cheyenne River Indian Reservation.”

Now, the battle with Western Sky is shifting to New York. Last week, Benjamin M. Lawsky, New York’s top banking regulator, sent letters to 35 online lenders, including Western Sky, ordering them to “cease and desist” from making the “illegal” loans, according to documents reviewed by The New York Times.

As part of its clampdown on payday lenders, New York authorities are also scrutinizing the banks that provide a critical gateway for the lenders to gain access to borrowers’ bank accounts. The link is an important lifeline. The banks, state officials say, enable the lenders to automatically withdraw loan payments from borrowers’ checking accounts, even in states where the loans are effectively outlawed.

Mr. Lawsky also reached out last week to 117 banks, imploring them to stop the online lenders from gaining access to New York residents’ checking accounts.

In his lawsuit against Western Sky and its affiliates, Mr. Schneiderman also highlighted the banks’ role in allowing money to flow from New Yorkers to the lenders. One lender, the lawsuit said, “repeatedly debited money” from “bank accounts in the state of New York.”



SAC Capital Closes a Trading Unit

Hobbled by a criminal indictment, SAC Capital has shuttered one of its stock trading units, the latest setback for the once-powerful hedge fund run by the billionaire Steven A. Cohen.

SAC closed Parameter Capital Management late last week, according to people briefed on the matter. On Monday, Paramater’s phone lines were disconnected.

The unit was started in 2010 by two alumni of SAC, Anil Stevens and Glenn Shapiro. The division invested in an array of banks and other corporate giants, records show, including Wells Fargo and Bank of America.

A person close to SAC said that the move was planned long before prosecutors and the F.B.I in Manhattan announced the indictment in July. SAC decided to close the unit, the person said, because Mr. Stevens is planning to start his own fund.



For S.E.C., Any JPMorgan Settlement Could Serve as a Template

Trades by the so-called London Whale have already cost JPMorgan Chase over $6 billion in losses. They could also result in a precedent that will make the transactions live on in the annals of notoriety, if the Securities and Exchange Commission can extract an admission of wrongdoing from the bank.

Far more than any penalty that might be levied in the case, a statement acknowledging violations of securities laws would show that the S.E.C. has responded to the clamor for greater accountability on Wall Street.

As DealBook reported, both the S.E.C. and Justice Department are looking at the bank’s losses from the London Whale, which were outsize derivatives bets in its chief investment office in London. The agencies are also examining how employees in the office understated the value of their trades to hide the extent of the losses from their superiors in New York.

The case may serve as the vehicle for the S.E.C. to put into practice a new practice that departs from the traditional “neither admit nor deny” policy when it settles certain cases. Previously, although a party could not proclaim its innocence, there was no requirement to acknowledge any wrongdoing. That is the equivalent of a tie in which no one is happy with the outcome.

The S.E.C. has come under increased criticism for this policy, even though other federal agencies - and even the Justice Department in some of its civil settlements - permit a party to continue to deny a violation. Judge Jed S. Rakoff of Federal District Court in Manhattan went as far as to describe the S.E.C.’s approach as “hallowed by history but not by reason” in refusing to approve a settlement with Citigroup without an acknowledgment of wrongdoing.

The S.E.C. said this summer that it would modify its policy and require some firms to acknowledge wrongdoing when settling cases. Making JPMorgan the first example of the S.E.C.’s new policy would send a clear message to Wall Street that no financial institution, even one of its largest and most profitable, is immune from being required to admit to a violation.

Taking on the bank over the trading losses would be similar to when the S.E.C. sued Goldman Sachs in 2010 on charges it defrauded investors by misstating and omitting crucial facts about a synthetic collateralized debt obligation tied to subprime mortgages. That case had all the hallmarks of picking out the biggest bully on the block to send a message to others.

After Goldman paid $550 million as part of a settlement, a number of other banks resolved their own issues over selling securities tied to the mortgage market for far less, and without all the fanfare that accompanied the Goldman civil charges.

Although JPMorgan is unlikely to embrace the idea of being the first corporate defendant required to make an admission of wrongdoing, it may not have much bargaining power in the case. The bank issued a restatement in July 2012 to correct its earlier disclosures about its trading positions, acknowledging “a material weakness existed in the firm’s internal control over financial reporting.”

The derivatives trades are not the only case in which the bank has been the focus of government investigations. On top of its recent $410 million settlement for manipulation of energy prices, JPMorgan disclosed last week that the Justice Department was still pursuing criminal and civil investigations in California about its sales of mortgage securities.

As a strategic matter, JPMorgan should not draw a line in the sand over an admission of wrongdoing in the derivatives case if that means fighting with the S.E.C. in court. The Justice Department may be willing to defer a criminal action about the derivatives trading if the bank is willing to admit to violations in a civil case, which would give the S.E.C. even more leverage in negotiating a settlement.

Moreover, the bank’s chief executive, Jamie Dimon, initially dismissed questions about the bank’s potential trading losses as a “tempest in a teapot,” a statement that could get him dragged into court if there is a claim of securities fraud for misleading investors.

So the stars seem to be aligned for the S.E.C. to make an example of JPMorgan. Wounded by its own admitted missteps and caught up in a number of other investigations, reaching a settlement in this case should be a priority for the bank.

If the S.E.C. decides to seek an admission of wrongdoing, the question then becomes how such an admission will be structured to make it palatable to JPMorgan while showing that the agency’s resolution is a real break from the “neither admit nor deny” policy.

There was actually a very modest admission in the Goldman C.D.O. case, when the firm acknowledged that its marketing materials for the security included a “mistake.” Yet, the consent involved the typical position that there was neither an admission nor denial of liability, so that it could not be used directly against Goldman in private litigation.

The S.E.C. will need to go further than language like the “mistake” to which Goldman admitted, which was not a real admission of wrongdoing. Any resolution can be expected to include a statement of facts detailing the violation, which JPMorgan would be required to acknowledge to show that the new approach was really different and not just a cosmetic change.

This is how the Justice Department settles cases under the Foreign Corrupt Practices Act and for health care fraud, even when there is a deferred or nonprosecution agreement that results in no actual criminal conviction.

The outline of the facts is crucial to any admission of wrongdoing because it goes beyond simply stating that mistakes were made. Thus, the focus of the negotiations between the S.E.C. and JPMorgan will be on crafting that document, which can be expected to be a painstaking process as each word is weighed for its potential ramifications.

The rationale for the S.E.C.’s general policy that a party need not admit to a violation is to protect companies from the “collateral estoppel” effect of a finding of a violation. Under this rule, proof of a violation in a government enforcement case could be used by third parties in related private litigation to establish a company’s liability. Securities class actions often just piggyback S.E.C. cases, and an admission of a violation could result in losing the private case, which can lead to a sizable award for damages.

So JPMorgan will be keen to keep any admission about the trades as far away as possible from the claims by shareholders and purchasers of its securities that they were defrauded. One possibility is to make the focus of the S.E.C. case the failure of the bank’s internal controls to prevent misstating the value of its derivatives, something already admitted in the earnings restatement.

The benefit of making this case about internal controls is that most lower courts do not permit private parties to file a claim for violating those provisions of the federal securities laws. Any admission of wrongdoing would certainly be helpful to the plaintiffs, but at least JPMorgan could try to limit the impact by having the violation relate to a provision that cannot be used directly against it.

Any admission of a violation by JPMorgan could become the template for how cases will be resolved when there is a demand for an acknowledgment of wrongdoing. So the S.E.C. will want to make sure its first case is a solid one that can be used in the future when it decides to ratchet up the cost of a settlement.



For S.E.C., Any JPMorgan Settlement Could Serve as a Template

Trades by the so-called London Whale have already cost JPMorgan Chase over $6 billion in losses. They could also result in a precedent that will make the transactions live on in the annals of notoriety, if the Securities and Exchange Commission can extract an admission of wrongdoing from the bank.

Far more than any penalty that might be levied in the case, a statement acknowledging violations of securities laws would show that the S.E.C. has responded to the clamor for greater accountability on Wall Street.

As DealBook reported, both the S.E.C. and Justice Department are looking at the bank’s losses from the London Whale, which were outsize derivatives bets in its chief investment office in London. The agencies are also examining how employees in the office understated the value of their trades to hide the extent of the losses from their superiors in New York.

The case may serve as the vehicle for the S.E.C. to put into practice a new practice that departs from the traditional “neither admit nor deny” policy when it settles certain cases. Previously, although a party could not proclaim its innocence, there was no requirement to acknowledge any wrongdoing. That is the equivalent of a tie in which no one is happy with the outcome.

The S.E.C. has come under increased criticism for this policy, even though other federal agencies - and even the Justice Department in some of its civil settlements - permit a party to continue to deny a violation. Judge Jed S. Rakoff of Federal District Court in Manhattan went as far as to describe the S.E.C.’s approach as “hallowed by history but not by reason” in refusing to approve a settlement with Citigroup without an acknowledgment of wrongdoing.

The S.E.C. said this summer that it would modify its policy and require some firms to acknowledge wrongdoing when settling cases. Making JPMorgan the first example of the S.E.C.’s new policy would send a clear message to Wall Street that no financial institution, even one of its largest and most profitable, is immune from being required to admit to a violation.

Taking on the bank over the trading losses would be similar to when the S.E.C. sued Goldman Sachs in 2010 on charges it defrauded investors by misstating and omitting crucial facts about a synthetic collateralized debt obligation tied to subprime mortgages. That case had all the hallmarks of picking out the biggest bully on the block to send a message to others.

After Goldman paid $550 million as part of a settlement, a number of other banks resolved their own issues over selling securities tied to the mortgage market for far less, and without all the fanfare that accompanied the Goldman civil charges.

Although JPMorgan is unlikely to embrace the idea of being the first corporate defendant required to make an admission of wrongdoing, it may not have much bargaining power in the case. The bank issued a restatement in July 2012 to correct its earlier disclosures about its trading positions, acknowledging “a material weakness existed in the firm’s internal control over financial reporting.”

The derivatives trades are not the only case in which the bank has been the focus of government investigations. On top of its recent $410 million settlement for manipulation of energy prices, JPMorgan disclosed last week that the Justice Department was still pursuing criminal and civil investigations in California about its sales of mortgage securities.

As a strategic matter, JPMorgan should not draw a line in the sand over an admission of wrongdoing in the derivatives case if that means fighting with the S.E.C. in court. The Justice Department may be willing to defer a criminal action about the derivatives trading if the bank is willing to admit to violations in a civil case, which would give the S.E.C. even more leverage in negotiating a settlement.

Moreover, the bank’s chief executive, Jamie Dimon, initially dismissed questions about the bank’s potential trading losses as a “tempest in a teapot,” a statement that could get him dragged into court if there is a claim of securities fraud for misleading investors.

So the stars seem to be aligned for the S.E.C. to make an example of JPMorgan. Wounded by its own admitted missteps and caught up in a number of other investigations, reaching a settlement in this case should be a priority for the bank.

If the S.E.C. decides to seek an admission of wrongdoing, the question then becomes how such an admission will be structured to make it palatable to JPMorgan while showing that the agency’s resolution is a real break from the “neither admit nor deny” policy.

There was actually a very modest admission in the Goldman C.D.O. case, when the firm acknowledged that its marketing materials for the security included a “mistake.” Yet, the consent involved the typical position that there was neither an admission nor denial of liability, so that it could not be used directly against Goldman in private litigation.

The S.E.C. will need to go further than language like the “mistake” to which Goldman admitted, which was not a real admission of wrongdoing. Any resolution can be expected to include a statement of facts detailing the violation, which JPMorgan would be required to acknowledge to show that the new approach was really different and not just a cosmetic change.

This is how the Justice Department settles cases under the Foreign Corrupt Practices Act and for health care fraud, even when there is a deferred or nonprosecution agreement that results in no actual criminal conviction.

The outline of the facts is crucial to any admission of wrongdoing because it goes beyond simply stating that mistakes were made. Thus, the focus of the negotiations between the S.E.C. and JPMorgan will be on crafting that document, which can be expected to be a painstaking process as each word is weighed for its potential ramifications.

The rationale for the S.E.C.’s general policy that a party need not admit to a violation is to protect companies from the “collateral estoppel” effect of a finding of a violation. Under this rule, proof of a violation in a government enforcement case could be used by third parties in related private litigation to establish a company’s liability. Securities class actions often just piggyback S.E.C. cases, and an admission of a violation could result in losing the private case, which can lead to a sizable award for damages.

So JPMorgan will be keen to keep any admission about the trades as far away as possible from the claims by shareholders and purchasers of its securities that they were defrauded. One possibility is to make the focus of the S.E.C. case the failure of the bank’s internal controls to prevent misstating the value of its derivatives, something already admitted in the earnings restatement.

The benefit of making this case about internal controls is that most lower courts do not permit private parties to file a claim for violating those provisions of the federal securities laws. Any admission of wrongdoing would certainly be helpful to the plaintiffs, but at least JPMorgan could try to limit the impact by having the violation relate to a provision that cannot be used directly against it.

Any admission of a violation by JPMorgan could become the template for how cases will be resolved when there is a demand for an acknowledgment of wrongdoing. So the S.E.C. will want to make sure its first case is a solid one that can be used in the future when it decides to ratchet up the cost of a settlement.



SAC Capital Closes a Trading Unit

Hobbled by a criminal indictment, SAC Capital has shuttered one of its stock trading units, the latest setback for the once-powerful hedge fund run by the billionaire Steven A. Cohen.

SAC closed Parameter Capital Management late last week, according to people briefed on the matter. On Monday, Paramater’s phone lines were disconnected.

The unit was started in 2010 by two alumni of SAC, Anil Stevens and Glenn Shapiro. The division invested in an array of banks and other corporate giants, records show, including Wells Fargo and Bank of America.

A person close to SAC said that the move was planned long before prosecutors and the F.B.I in Manhattan announced the indictment in July. SAC decided to close the unit, the person said, because Mr. Stevens is planning to start his own fund.



Campbell Soup to Sell Some European Operations

LONDON - The private equity firm CVC Capital Partners is in talks to buy some of the Campbell Soup Company’s operations in Europe.

Under the terms of the deal, CVC would acquire a number of brands in France, Germany, Sweden and Belgium, as well as four factories in Europe, according to a company statement. Campbell Soup would retain its businesses in Britain and Denmark.

The terms of the deal were not disclosed, though Campbell Soup said the combined revenue from the European businesses being sold was $530 million for the 12 months ended April 30.

Campbell Soup said it expected the deal to be completed by the first quarter of 2014.

The sale of some of its European operations comes after a number of acquisitions by Campbell Soup, as it looks for new markets.

Last year, Campbell Soup bought Bolthouse Farms from the private equity firm Madison Dearborn Partners for $1.55 billion in Campbell’s largest deal to date.

Allen & Overy advised Campbell Soup on the deal, while Leopold Capital Partners, Barclays, Cleary Gottlieb Steen & Hamilton and Ernst & Young advised CVC Capital Partners.



Dole’s Chief to Buy Out Company for $13.50 a Share

The chief executive of the Dole Food Company agreed on Monday to buy full control of the fruit and vegetable producer, valuing the company at about $1.6 billion, including debt.

Under the terms of the deal, the chief executive, David H. Murdock Jr., will pay $13.50 a share for the 60 percent of the company’s shares that he does not already own. That is 5 percent higher than Dole’s closing price of $12.81 on Friday and 12.5 percent higher than Mr. Murdock’s original offer of $12 a share.

The proposal by Mr. Murdock, a self-made billionaire who turned 90 this year, is the latest chapter in the long history of Dole, the company that introduced Americans to Hawaiian pineapples in the 19th century. But the fresh produce seller has cast about for ways to bolster its profitability in recent years, including by divesting businesses, as it struggled with bad weather and other problems.

Dole’s board - excluding Mr. Murdock, who is also chairman - unanimously approved the agreement. The company has 30-days under a so-called go-shop period to find potentially higher offers.

Mr. Murdock will finance the deal with his stock holdings and his own cash, as well as debt arranged by Deutsche Bank, Bank of America and the Bank of Nova Scotia. Absent a competing bid, his takeover is expected to be completed by the end of the year.

Lazard advised a special committee of Dole’s board, while Deutsche Bank advised Mr. Murdock.



Steinway Says It Has Received Higher Bid

It appears a few variations will be written before Steinway Musical Instruments can play the final notes of a buyout deal.

The maker of Steinway & Sons pianos said on Monday that it had received an offer of $38 a share - nearly 9 percent higher than an earlier bid - from an unidentified “affiliate of an investment firm with over $15 billion under management.”

The rival offer comes more than a month after the company announced that it had agreed to be bought by the private equity firm Kohlberg & Company for $35 a share, or $438 million.

Kohlberg has the right to match the higher offer by the end of Wednesday. Steinway said its board had not changed its recommendation of the Kohlberg offer.

The agreement with Kohlberg allows for a so-called go-shop period of 45 days when Steinway can invite rival bids.

Shares of Steinway were up sharply in premarket trading on Monday.

The company, founded in 1853 in Manhattan by Henry Engelhard Steinway and his three sons, is famous for its pianos, horns and other instruments that are used in concert halls and night clubs around the world.

Steinway, which is based in Waltham, Mass., is being advised by Allen & Company and the law firms Skadden, Arps, Slate, Meagher & Flom and Gibson, Dunn & Crutcher.



BlackBerry to Explore Strategic Alternatives, Including a Sale

The smartphone maker BlackBerry Ltd. said on Monday that it was exploring a potential sale of the company or a joint venture, as it continued to cast about for a solution to its troubles.

The company, once known as Research in Motion, also said last year that it was exploring “strategic alternatives.” This time, however, it disclosed the formation of a special board committee to oversee the process.

And the company’s chief executive, Thorstein Heins, praised BlackBerry’s “exceptional technology” and strong balance sheet in a statement.

BlackBerry has struggled to gain traction with its latest crop of phones, which have been increasingly displaced, even among business customers, by iPhones and devices running Google’s Android operating system.

Shares in the company have tumbled more than 92 percent in the last five years, closing at $9.76 on Friday. They jumped in premarket trading to $10.47.

Prem Watsa, whose financial firm is BlackBerry’s biggest shareholder, said he planned to step down as a director, citing potential conflicts that could emerge during the board’s deliberations.

JPMorgan Chase and the law firms Skadden, Arps, Slate, Meagher & Flom and Torys are advising BlackBerry.



Fresh Scrutiny for Wall Street Analysts

For years, Wall Street research analysts have been barred from pitching initial public offering business. But with the market for I.P.O.’s making a comeback, some analysts say Wall Street is slipping back to its old ways, Peter Lattman and Susanne Craig report in DealBook.

A decade ago, the biggest banks agreed to bar their analysts from I.P.O. solicitations after regulators, led by Eliot Spitzer, then the New York attorney general, uncovered evidence that during the Internet boom some analysts issued overly optimistic reports about start-ups to help their colleagues on the investment banking side. “Today, companies routinely interview analysts when selecting bankers to underwrite their I.P.O.’s. During these meetings, the analysts say, they increasingly feel pressure to say the right things to curry favor with a company’s management and owners. They also see themselves as participating in their banks’ efforts to win business, a potential breach of government regulations,” DealBook reports.

“The enforcement department of the Financial Industry Regulatory Authority, or Finra, Wall Street’s self-regulatory body, has sent an inquiry asking several firms for information on the issue, said people briefed on the matter who spoke on the condition of anonymity.”

Jay R. Ritter, a professor at the University of Florida who studies the I.P.O. market, said: “The walls between research and banking can still be porous.”

PROSECUTORS AND F.B.I. EXAMINE JPMORGAN OVER LOSSES  |  With federal authorities preparing to criminally charge two former JPMorgan Chase employees suspected of misrepresenting the multibillion-dollar trading loss known as the “London Whale,” prosecutors in Manhattan are separately exploring ways to penalize the bank, Ben Protess and Jessica Silver-Greenberg report in DealBook.

“The investigation, according to people briefed on the matter, could yield a fine and a reprimand of the bank for allowing the suspected wrongdoing to occur. Prosecutors at the United States attorney’s office in Manhattan could also require the bank to bolster internal controls that failed to thwart the trading loss. The action would come in addition to civil charges from the Securities and Exchange Commission, which could announce a settlement with the bank as soon as this fall.”

HOW SUMMERS MADE HIS MILLIONS  | If the White House nominates Lawrence H. Summers as the next chairman of the Federal Reserve, his financial disclosure “will be one of the hottest documents in Washington,” Louise Story and Annie Lowrey report in The New York Times. “Among the top contenders for the position, Mr. Summers has by far the most Wall Street experience and the most personal wealth.”

After leaving his job as President Obama’s top economic policy adviser at the end of 2010 to return to Harvard University, Mr. Summers jumped into a moneymaking spree, setting up a roster of part-time positions across the financial world. He has been employed by Citigroup and the hedge fund D.E. Shaw; he works for a firm that advises small banks as well as the exchange company Nasdaq OMX; and he is on the boards of two finance-oriented Silicon Valley start-ups that may pursue initial public offerings in the next year, The Times reports.

“His clock was ticking partly because he knew that the Fed chairmanship, to which he has long aspired, was likely to open up in early 2014, when Ben S. Bernanke’s second term will come to an end.”

ON THE AGENDA  | 
Lawyers for Carl C. Icahn are set to urge a Delaware judge to speed up his lawsuit seeking to stop the proposed buyout of Dell by its founder. James Woolery, deputy chairman of Cadwalader Wickersham & Taft, is on CNBC starting at 7 a.m.

IN THE HOUSE, SEATS OF PLENTY  |  Representative Andy Barr, a Republican from Kentucky with little experience in the intricacies of Wall Street, has become a telling example of why the powerful House Financial Services Committee is sometimes called “the cash committee,” Eric Lipton reports in The New York Times. It is a place, critics say, where there are big incentives for House freshmen to do special favors for the financial industry. “Mr. Barr, 40, a first-time elected official, has raised nearly as much money this year from political action committees run by major banks, credit unions and insurance companies as longtime lawmakers like Speaker John A. Boehner and other party leaders.”

Mergers & Acquisitions »

Rockwell Collins to Buy Arinc for $1.39 Billion  |  Rockwell Collins agreed on Sunday to buy Arinc, a maker of commercial flight systems, from the Carlyle Group. DealBook »

NBC Buying Stringwire to Stream Phone Video  |  NBC News, a unit of Comcast’s NBCUniversal, will announce on Monday its acquisition of Stringwire, an early stage Web service to stream live video from the cellphones of witnesses at a news event, The New York Times reports. NEW YORK TIMES

Brighter Spotlight on The Times  |  The New York Times is optimistic about staying competitive in an increasingly digital world. James B. Stewart, in his Common Sense column in The Times, asks whether it should be. NEW YORK TIMES

A Buffett Play for the Washington Post Company?  |  Now that the Washington Post Company has sold its flagship newspaper, Andrew Bary of Barron’s speculates that one possibility down the road for the remaining television and education company could be a sale to Warren E. Buffett’s Berkshire Hathaway. BARRON’S

INVESTMENT BANKING »

The Housing Market Lacks a Backbone  |  “With the government backing or financing nine out of 10 residential mortgages today, it is crucial to lure back private capital, with no government guarantees, to the home loan market,” Gretchen Morgenson writes in her column in The New York Times. NEW YORK TIMES

A News Service for Traders Attracts Scrutiny  |  Need To Know News, a service owned by Deutsche Börse that sends “data directly from the government through high-speed lines to financial firms that are able to trade on it instantly,” is treated as a media outlet when representatives of the organization are invited to a sealed room for an early look at government data, The Wall Street Journal reports. WALL STREET JOURNAL

This ‘Ironman Market’ Receives Little Respect  |  “In some ways, it’s the most detested bull market of all time,” Michael Hartnett, chief global equity strategist at Bank of America Merrill Lynch, tells Jeff Sommer, a columnist for The New York Times. NEW YORK TIMES

Cantor Fitzgerald and Former Employee Trade Lawsuits  |  The brokerage firm Cantor Fitzgerald accused a former derivatives trader in Singapore of making a blackmail threat, and the former employee sued for wrongful dismissal, Bloomberg News reports. BLOOMBERG NEWS

PRIVATE EQUITY »

For BlackBerry, a Buyout Would Not Be a Cure-All  |  Reuters writes: “A deal to take BlackBerry Ltd. private could make sense from a financial standpoint, say private equity executives, though any such move won’t by itself make the smartphone company more competitive.” REUTERS

HEDGE FUNDS »

Charges Fly in Feud Over Strategy at J.C. PenneyCharges Fly in Feud Over Strategy at J.C. Penney  |  William A. Ackman stepped up his fight against fellow directors of J.C. Penney, calling for the replacement of the chairman and reiterating a demand for a new chief executive. DealBook »

Falcone Adds Defendants in Effort to Keep LightSquaredFalcone Adds Defendants in Effort to Keep LightSquared  |  Just days after suing the satellite television mogul Charles W. Ergen and another hedge fund in a last-ditch attempt to maintain control of LightSquared, Philip A. Falcone has turned his focus on the GPS industry in another lawsuit. DealBook »

I.P.O./OFFERINGS »

Renewable Energy Company Files for I.P.O.  |  The Pattern Energy Group, which owns and operates wind power projects, filed on Friday to raise up to $345 million in an initial public offering, though that amount could change, Reuters reports. REUTERS

VENTURE CAPITAL »

Technology Extends a Hand to Print Media  |  “Call it a sense of obligation. Or responsibility. Or maybe there is even a twinge of guilt. Helping print journalism adapt to a changed era is becoming a cause de jour among the technology elite,” The New York Times writes. NEW YORK TIMES

Human Resources Software Company Raises $16 Million  |  SilkRoad, a talent management technology start-up, raised $16 million in financing, bringing its total money raised to $145 million, the company announced on Monday. Investors included Foundation Capital and Intel Capital. SILKROAD

LEGAL/REGULATORY »

Fearing Loss of Capital, SAC Talks of LayoffsFearing Loss of Capital, SAC Talks of Layoffs  |  The beleaguered hedge fund SAC Capital Advisors is bracing for investors to pull virtually all of their remaining money, a humbling blow to a once-powerful firm hobbled by criminal insider trading charges. DealBook »

Sallie Mae to Be Accused of Overcharging Military Members on Loans  |  The New York Times reports: “Federal regulators plan to accuse Sallie Mae, the giant student lending corporation, of charging military personnel excessive interest on student loans, and the government is looking into similar allegations against other lenders.” NEW YORK TIMES

Commodities Regulator Is Said to Seek Documents From Metals Warehousing Firm  |  The Commodity Futures Trading Commission has delivered a subpoena to a metals warehousing firm, seeking records related to the London Metal Exchange, Reuters reports. REUTERS



BlackBerry to Explore Strategic Alternatives, Including a Sale

The smartphone maker BlackBerry Ltd. said on Monday that it was exploring a potential sale of the company or a joint venture, as it continued to cast about for a solution to its troubles.

The company, once known as Research in Motion, also said last year that it was exploring “strategic alternatives.” This time, however, it disclosed the formation of a special board committee to oversee the process.

And the company’s chief executive, Thorstein Heins, praised BlackBerry’s “exceptional technology” and strong balance sheet in a statement.

BlackBerry has struggled to gain traction with its latest crop of phones, which have been increasingly displaced, even among business customers, by iPhones and devices running Google’s Android operating system.

Shares in the company have tumbled more than 92 percent in the last five years, closing at $9.76 on Friday. They jumped in premarket trading to $10.47.

Prem Watsa, whose financial firm is BlackBerry’s biggest shareholder, said he planned to step down as a director, citing potential conflicts that could emerge during the board’s deliberations.

JPMorgan Chase and the law firms Skadden, Arps, Slate, Meagher & Flom and Torys are advising BlackBerry.



Fresh Scrutiny for Wall Street Analysts

For years, Wall Street research analysts have been barred from pitching initial public offering business. But with the market for I.P.O.’s making a comeback, some analysts say Wall Street is slipping back to its old ways, Peter Lattman and Susanne Craig report in DealBook.

A decade ago, the biggest banks agreed to bar their analysts from I.P.O. solicitations after regulators, led by Eliot Spitzer, then the New York attorney general, uncovered evidence that during the Internet boom some analysts issued overly optimistic reports about start-ups to help their colleagues on the investment banking side. “Today, companies routinely interview analysts when selecting bankers to underwrite their I.P.O.’s. During these meetings, the analysts say, they increasingly feel pressure to say the right things to curry favor with a company’s management and owners. They also see themselves as participating in their banks’ efforts to win business, a potential breach of government regulations,” DealBook reports.

“The enforcement department of the Financial Industry Regulatory Authority, or Finra, Wall Street’s self-regulatory body, has sent an inquiry asking several firms for information on the issue, said people briefed on the matter who spoke on the condition of anonymity.”

Jay R. Ritter, a professor at the University of Florida who studies the I.P.O. market, said: “The walls between research and banking can still be porous.”

PROSECUTORS AND F.B.I. EXAMINE JPMORGAN OVER LOSSES  |  With federal authorities preparing to criminally charge two former JPMorgan Chase employees suspected of misrepresenting the multibillion-dollar trading loss known as the “London Whale,” prosecutors in Manhattan are separately exploring ways to penalize the bank, Ben Protess and Jessica Silver-Greenberg report in DealBook.

“The investigation, according to people briefed on the matter, could yield a fine and a reprimand of the bank for allowing the suspected wrongdoing to occur. Prosecutors at the United States attorney’s office in Manhattan could also require the bank to bolster internal controls that failed to thwart the trading loss. The action would come in addition to civil charges from the Securities and Exchange Commission, which could announce a settlement with the bank as soon as this fall.”

HOW SUMMERS MADE HIS MILLIONS  | If the White House nominates Lawrence H. Summers as the next chairman of the Federal Reserve, his financial disclosure “will be one of the hottest documents in Washington,” Louise Story and Annie Lowrey report in The New York Times. “Among the top contenders for the position, Mr. Summers has by far the most Wall Street experience and the most personal wealth.”

After leaving his job as President Obama’s top economic policy adviser at the end of 2010 to return to Harvard University, Mr. Summers jumped into a moneymaking spree, setting up a roster of part-time positions across the financial world. He has been employed by Citigroup and the hedge fund D.E. Shaw; he works for a firm that advises small banks as well as the exchange company Nasdaq OMX; and he is on the boards of two finance-oriented Silicon Valley start-ups that may pursue initial public offerings in the next year, The Times reports.

“His clock was ticking partly because he knew that the Fed chairmanship, to which he has long aspired, was likely to open up in early 2014, when Ben S. Bernanke’s second term will come to an end.”

ON THE AGENDA  | 
Lawyers for Carl C. Icahn are set to urge a Delaware judge to speed up his lawsuit seeking to stop the proposed buyout of Dell by its founder. James Woolery, deputy chairman of Cadwalader Wickersham & Taft, is on CNBC starting at 7 a.m.

IN THE HOUSE, SEATS OF PLENTY  |  Representative Andy Barr, a Republican from Kentucky with little experience in the intricacies of Wall Street, has become a telling example of why the powerful House Financial Services Committee is sometimes called “the cash committee,” Eric Lipton reports in The New York Times. It is a place, critics say, where there are big incentives for House freshmen to do special favors for the financial industry. “Mr. Barr, 40, a first-time elected official, has raised nearly as much money this year from political action committees run by major banks, credit unions and insurance companies as longtime lawmakers like Speaker John A. Boehner and other party leaders.”

Mergers & Acquisitions »

Rockwell Collins to Buy Arinc for $1.39 Billion  |  Rockwell Collins agreed on Sunday to buy Arinc, a maker of commercial flight systems, from the Carlyle Group. DealBook »

NBC Buying Stringwire to Stream Phone Video  |  NBC News, a unit of Comcast’s NBCUniversal, will announce on Monday its acquisition of Stringwire, an early stage Web service to stream live video from the cellphones of witnesses at a news event, The New York Times reports. NEW YORK TIMES

Brighter Spotlight on The Times  |  The New York Times is optimistic about staying competitive in an increasingly digital world. James B. Stewart, in his Common Sense column in The Times, asks whether it should be. NEW YORK TIMES

A Buffett Play for the Washington Post Company?  |  Now that the Washington Post Company has sold its flagship newspaper, Andrew Bary of Barron’s speculates that one possibility down the road for the remaining television and education company could be a sale to Warren E. Buffett’s Berkshire Hathaway. BARRON’S

INVESTMENT BANKING »

The Housing Market Lacks a Backbone  |  “With the government backing or financing nine out of 10 residential mortgages today, it is crucial to lure back private capital, with no government guarantees, to the home loan market,” Gretchen Morgenson writes in her column in The New York Times. NEW YORK TIMES

A News Service for Traders Attracts Scrutiny  |  Need To Know News, a service owned by Deutsche Börse that sends “data directly from the government through high-speed lines to financial firms that are able to trade on it instantly,” is treated as a media outlet when representatives of the organization are invited to a sealed room for an early look at government data, The Wall Street Journal reports. WALL STREET JOURNAL

This ‘Ironman Market’ Receives Little Respect  |  “In some ways, it’s the most detested bull market of all time,” Michael Hartnett, chief global equity strategist at Bank of America Merrill Lynch, tells Jeff Sommer, a columnist for The New York Times. NEW YORK TIMES

Cantor Fitzgerald and Former Employee Trade Lawsuits  |  The brokerage firm Cantor Fitzgerald accused a former derivatives trader in Singapore of making a blackmail threat, and the former employee sued for wrongful dismissal, Bloomberg News reports. BLOOMBERG NEWS

PRIVATE EQUITY »

For BlackBerry, a Buyout Would Not Be a Cure-All  |  Reuters writes: “A deal to take BlackBerry Ltd. private could make sense from a financial standpoint, say private equity executives, though any such move won’t by itself make the smartphone company more competitive.” REUTERS

HEDGE FUNDS »

Charges Fly in Feud Over Strategy at J.C. PenneyCharges Fly in Feud Over Strategy at J.C. Penney  |  William A. Ackman stepped up his fight against fellow directors of J.C. Penney, calling for the replacement of the chairman and reiterating a demand for a new chief executive. DealBook »

Falcone Adds Defendants in Effort to Keep LightSquaredFalcone Adds Defendants in Effort to Keep LightSquared  |  Just days after suing the satellite television mogul Charles W. Ergen and another hedge fund in a last-ditch attempt to maintain control of LightSquared, Philip A. Falcone has turned his focus on the GPS industry in another lawsuit. DealBook »

I.P.O./OFFERINGS »

Renewable Energy Company Files for I.P.O.  |  The Pattern Energy Group, which owns and operates wind power projects, filed on Friday to raise up to $345 million in an initial public offering, though that amount could change, Reuters reports. REUTERS

VENTURE CAPITAL »

Technology Extends a Hand to Print Media  |  “Call it a sense of obligation. Or responsibility. Or maybe there is even a twinge of guilt. Helping print journalism adapt to a changed era is becoming a cause de jour among the technology elite,” The New York Times writes. NEW YORK TIMES

Human Resources Software Company Raises $16 Million  |  SilkRoad, a talent management technology start-up, raised $16 million in financing, bringing its total money raised to $145 million, the company announced on Monday. Investors included Foundation Capital and Intel Capital. SILKROAD

LEGAL/REGULATORY »

Fearing Loss of Capital, SAC Talks of LayoffsFearing Loss of Capital, SAC Talks of Layoffs  |  The beleaguered hedge fund SAC Capital Advisors is bracing for investors to pull virtually all of their remaining money, a humbling blow to a once-powerful firm hobbled by criminal insider trading charges. DealBook »

Sallie Mae to Be Accused of Overcharging Military Members on Loans  |  The New York Times reports: “Federal regulators plan to accuse Sallie Mae, the giant student lending corporation, of charging military personnel excessive interest on student loans, and the government is looking into similar allegations against other lenders.” NEW YORK TIMES

Commodities Regulator Is Said to Seek Documents From Metals Warehousing Firm  |  The Commodity Futures Trading Commission has delivered a subpoena to a metals warehousing firm, seeking records related to the London Metal Exchange, Reuters reports. REUTERS