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Presidential Policy vs. Fed Policy on Jobs

Mitt Romney said Thursday night that, if elected president, he would create millions of jobs. On Friday morning, the Federal Reserve chairman, Ben S. Bernanke, said that the Fed's policies may have helped create millions of jobs since the financial crisis.

So who actually has the most power to create jobs today â€" the president, or the Fed chairman? The answer to that question tells us whether we now live in the age of democracy, or the age of the central bank.

In an important speech at Jackson Hole, Wyo., on Friday, Mr. Bernanke explained why he thought the Fed's unorthodox policies had worked.

Usually after an economic shock, the Fed just cuts its key interest rates to revive the economy. But after 2008, it did far more. To help credit flow in the economy, it has also purchased $2.75 trillion of bonds, in effect printing money to do most of that buying.

The jobs impact from these may have been substantial, Mr. Bernanke said. The first two round s of bond buying may have increased private sector employment by two million jobs, according to a study he cited.

Sounds impressive. But it's nothing next to the 12 million jobs Mr. Romney said that he could create with a plan that includes skills training, school choice, trade agreements and lower taxes for business. “What America needs is jobs,” he said. “Lots of jobs.”

Mr. Bernanke, in contrast, didn't sound at all confident about the near-term ability of politicians to generate economic growth, and as a result, jobs. The big disagreements in Congress over the budget constitute a daunting economic headwind, he said.

But Mr. Bernanke doesn't have to wait for democratic machinations to play themselves out. He said Friday that the Fed was ready to do more to support the economy and sustain job growth.

The important point is that he doesn't have to contend with matters like legislation and Congressional votes. Not only can he act more or less at will, he also has the freedom to act with unbelievable force.

It's something he did in the depths of the financial crisis. Almost single-handedly, Mr. Bernanke was able to get an additional $1 trillion pumped into the economy, something a politician can only dream of. This is how David Wessel describes it in his book, “In Fed We Trust”:

The Fed, it was increasingly clear, could and would act when the political system was frozen. Even in the face of strong political resistance to more taxpayer money to rebuild the banking system, Bernanke demonstrated that the Fed was neither paralyzed nor out of ammunition: he pressed the F.O.M.C., the committee of Fed governors and regional Fed bank presidents, to increase the cap on Fed purchases of mortgage-backed securities from $500 billion to $1.25 trillion and, for the first time in the Great Panic, to okay the purchase of $300 billion of longer-term Treasury debt securities.

In other words, if the study he cited Friday is correct, Mr. Bernanke himself was deeply instrumental in creating over a million jobs.

Something similar is now going on in Europe. The European Central Bank, under its president, Mario Draghi, has recently taken a more aggressive stance in its efforts to bring down the borrowing costs of nations like Spain and Italy. It has had a lot of success, perhaps more success than politicians' policies to do the same.

Mr. Bernanke and Mr. Draghi are no doubt uncomfortable about the power they now have in relation to politicians. And they probably cannot wait for the day when they can go back to tinkering with monetary policy at the margins. The danger, however, is that the economy becomes dependent on the huge central bank stimulus. The longer it remains, the more the power of the Fed increases, perhaps at the expense of democratically elected politicians.

For 100 years, the main cohesive force in most Western countries was the government people voted for. That cohesive force now has a rival - the central bank.



Week in Review: Tracking the Deal Makers Outside of Tampa

Barclays is moving to restore its reputation by overhauling its culture. We explained the trouble with closed-end mutual funds that invest in start-ups and provided analysis of a deal that helped one of the nation's bigger regional banks catch up in capital.

A look back on our reporting of last week's highs and lows in finance.

Carlyle to Buy DuPont Unit for $4.9 Billion | The private equity firm agreed to buy the maker of automotive paints as its drumbeat of acquisitions continues, Evelyn M. Rusli reported. But “the business, which has about 35 plants worldwide, is heavily exposed to the weak European economy.” DealBook '

Maker of Air-Conditioners in Japan Is Said to Buy Rival | Daikin Industries agreed to buy Goodman Global from Hellman & Friedman for about $3.7 billion, Michael J. de la Merced reported. The private equity firm began shopping Goodman around early last year. DealBook '

News Analysis: Deal Helps a Bank Catch Up in Capital | Pet er Eavis explains that Buffalo-based M&T Bank‘s $3.7 billion acquisition of Hudson City, a struggling mortgage lender, shows a bank well below regional peers in important capital ratios. DealBook '

Best Buy Will Open Books for Founder | The two parties agreed that Richard Schulze “would have to wait until January to make a second offer if the board rejected his first formal proposal,” Mr. de la Merced reported. DealBook '

Hertz and Dollar Thrifty Announce a Merger Deal | “Both companies now believe that, with a concrete plan to sell Advantage, the [$2.3 billion] deal will be blessed by the Federal Trade Commission,” Mr. de la Merced reported. DealBook '

Barclays Picks One of Its Own as Chief | “The selection signals a return to the British banking roots of Barclays, as it aims to bolster its credibility,” Ben Protess reported. DealBook '

By selecting Antony Jenkins, Barclays seemed to steal a line from the comedy series “Mo nty Python”: “And now for something completely different.”

In a Contrast, Yelp Shares Jump After a Lockup Period | It appears that the social media company's early investors decided to stick with their holdings, Ms. Rusli reported. The stock got an added boost from short-sellers. When the stock rose, they had to cover their positions. DealBook '

Tapping the Market for Start-Ups, a Fund Falters | Closed-end mutual funds are feeling the Facebook blues. “When the public offering of the social network flopped, [GSV Capital Corporation] fell hard, and it still has not recovered,” Randall Smith reported. DealBook '

Max Wolff, who tracks pre-I.P.O. stocks at GreenCrest Capital Management, said GSV sometimes bought “popular names to please investors.”

“This is such a sentiment-sensitive space, the stocks don't trade on fundamentals,” Mr. Wolff said, adding, “If there's a loss of faith, they fall without a net.”

Far From Wall St. and Silicon Valley, a Focus on Family Ties | The billionaire hedge fund manager David Einhorn is backing a venture capital firm in Milwaukee run by his brother and their father, William Alden reported. DealBook '

“This isn't Silicon Valley, where you're almost encouraged to fail a couple times, and your next opportunity is in walking distance,” said Daniel Einhorn.

Citigroup Settles Lawsuit Over Subprime Securities | The bank agreed to pay $590 million to settle a class-action lawsuit brought by shareholders contending that they had been misled about the bank's exposure on the eve of the financial crisis, Jessica Silver-Greenberg reported. DealBook '

S.E.C. Proposes Allowing Hedge Funds to Advertise | “Critics fear that loosening restrictions could also leave some investors open to fraud if unscrupulous money managers are allowed to appeal to the least sophisticated among them,” Azam Ahmed reported. DealBook '

Reprieve for New York Fed in House Inquiry of Libor | Congress has eased demands that the agency turn over thousands of documents, steering clear of e-mails from bankers and granting the regulator an additional month to comply, Mr. Protess reported. DealBook '

Deal Professor: Humanitarian Effort in Congo Puts Wall St. Regulator in Unintended Role | Stephen M. Davidoff says that the problems with the Securities and Exchange Commission‘s rules covering conflict minerals could be manifold. DealBook '

Not surprisingly, having your capital markets regulator engage in foreign policy may not be the best solution to ending a war.

Pepper Hamilton to Acquire Louis Freeh's Firms | The deal “highlights the growing business of investigations into possible wrongdoing at companies and other institutions, an increasingly lucrative area for law firms,” Peter Lattman reported. DealBook '



Can Square Remain Hip?

It's not exactly a hip question right now. But what exactly is Square?

Excitement is building around the payments company, which is led by Jack Dorsey, Twitter's co-founder. It's close to raising $200 million of new capital, and Starbucks said in early August that it was going to use Square's technology.

Disappointed by Facebook and Groupon, technology industry watchers at least have hope for Square. It's easy to see how nifty card readers and other innovations can make payments much easier for small businesses and their customers. Meanwhile, the Starbucks deal raises the prospect that other large retailers may partner with Square.

But it may too early to anoint Square as the firm that will lead us into a cashless society. The main issue with Square is that it's not yet clear what it wants to be.

Yes, on the surface, it's a company that provides payments to hardware and software to merchants. But it may struggle to achieve burgeoning profits from t he payments fees paid by merchants, according to an analysis of the economics of those payments.

Square is almost certainly working to develop a much bigger revenue source. The success of that will likely determine the success or failure of Square.

As innovative as Square is, it cannot easily get around the established fixed costs charged by the payments industry, which comprises processing companies, banks and firms like Visa and MasterCard.

Square charges merchants 2.75 percent of the amount transacted when a card is swiped, or $275 a month. That's at the low end of the fee scale. But it may also be too low for Square to a profit on payments below $10, which are a big part of Square's business.

Nebo Djurdjevic, chief executive of Cardis International, shows why. He simply calculates the money Square would take in with a 2.75 percent fee on a transaction and then compares that with the money it would have to pay out in fees to credit card companies a nd processors. (As a note, Cardis has its own product aims to cut the costs of smaller credit card payments.)

On a $5 transaction, Square would get 2.75 percent of $5, or 14 cents. But, citing public fee data, Mr. Djurdjevic calculates that, with a premium Visa card, Square would have to pay out 27 cents in fees. The theoretical loss to Square would therefore be 13 cents. The loss may be lower on other types of cards, according to Mr. Djurdjevic, who nevertheless thinks the Starbucks deal is a positive development for Square.

Square declined to comment on Mr. Djurdjevic's numbers and their significance for Square's business model.

The challenging economics won't be a surprise to Square watchers. Enthusiasts may argue â€" correctly â€" that Square will make money on each payment that is over $10. And if Square gets picked up by larger retailers, larger payments may make up a large share of its business. Square may even have software that allows it to reduce slightly the amount it has to pay to card operators.

So what will the big, alternative revenue source be? Recent investors in Square must see one, given that the company now has an estimated valuation of $3.25 billion.

The company probably wants to take all the payment data and use it to help merchants with their marketing. Square might, say, take a cut of any business generated from that marketing. In other words, it may aim to be a more sophisticated version of Groupon. Square's fans may say that, with a wealth of payments data, the company can do better than Groupon.

The more merchants that use Square's payments system, the more data it will have. And with its low fees, Square may well draw in large numbers of merchants.

But as Mr. Djurdjevic's numbers show, those low fees can also generate losses. And it's not like other companies are standing still. For instance, PayPal and Discover recently announced that PayPal customers will next year be able to use the service in stores, not just online.

In all, it's too early to tell whether Square is leading us, or itself, into a cashless future.



American Airlines Parent to Open Books to U.S. Airways

FORT WORTH, Texas and TEMPE, Ariz., Aug. 31, 2012 /PRNewswire/ -- AMR Corporation ("AMR"), the parent company of American Airlines®, and US Airways Group, Inc. (NYSE: LCC) today announced that they have entered into a non-disclosure agreement ("NDA"), under which the companies have agreed to exchange certain confidential information and, in close collaboration with AMR's Unsecured Creditors Committee, to work in good faith to evaluate a potential combination. 

The companies do not expect to provide any further announcements regarding the status of any such discussions unless and until the parties have entered into a transaction or discussions between the parties have been terminated. Furthermore, AMR and US Airways have each agreed while they are evaluating a potential combination that they and their representatives will not engage in discussions with other parties concerning a potential combination of AMR and US Airways. The companies noted that there can be no assurance that a transaction will result from these discussions.

SOURCE AMR Corporation



The Life and Death of Delaware\'s Arbitration Experiment

The federal court decision on Thursday to strike down the use of the Delaware Chancery Court for private arbitration is likely to be the end of an interesting experiment.

In 2009, the Delaware legislature amended its laws to permit the Delaware Chancery Court to arbitrate private disputes confidentially without public access. The idea was to enhance the Delaware courts' prestige and extend its ability to adjudicate the nation's most complex business disputes.

Delaware judges and its courts are already renowned for their expertise in these matters. And with these provisions, the courts arbitrate not only commercial and corporate matters but also intellectual property disputes, adding some technology expertise.

There was a lot of excitement at the time about these provisions.

The Delaware Supreme Court and Chancery Court judges highlighted the provisions publicly, and there was talk that this was a game-changer. Companies would flock to Delaware to t ake advantage of this expertise through private arbitration.

Francis G.X. Pileggi, a partner Eckert Seamans and operator of the Delaware Corporate and Commercial Litigation blog, told The Wilmington News Journal at the time that the “Chancery Court is already known far and wide for its ability to adjudicate cases quickly. This is the natural evolution of that existing benefit.” Mr. Pileggi lauded the secrecy of these proceedings, stating that a “lot of people do business together and may not want to air their dirty linen in public, so to speak.”

The arbitrations would also generate substantial revenue as Delaware would charge $6,000 a day for the service with a $12,000 filing fee.

It didn't turn out that way.

The Delaware Chancery Court adopted the provisions in January 2010. Since that time there have only been six arbitrations, five of them lasting only a day and generating about $60,000.

One likely reason for the spare usage: the Del aware Coalition for Open Government.

In October 2011, the coalition sued, challenging the secrecy of these proceedings. The core claim was that these proceedings violated the First Amendment's requirement that the public have qualified access to civil and criminal trials.

The federal court's decision was succinct and, at 26 pages, much shorter than the Delaware Chancery Court's own opinions, which typically can run far longer. Essentially, the federal court found that the arbitration proceedings were effectively a civil trial, with no difference in judges, place or proceeding except the secrecy and the arbitral nature. And since this was effectively a civil trial, it was required to be open.

The federal court opinion flows from its decision to effectively treat these cases as civil trials. Once the court made that conclusion, the Delaware arbitration ruling was history because there is clear precedent that civil trials cannot be secret under the First A mendment.

But there are counterarguments as to why this proceeding is constitutional. Judges do participate in mediation and there are some quasi-arbitration like acts they participate in. More relevantly, these were private disputes that were likely to be subject to arbitration anyway. The use of Delaware judges really made no difference and in fact might have produced a better outcome for all involved.

Other events may have influenced views on the appropriateness of Delaware judges as arbitrators. The most prominent of the six arbitration proceedings so far, involved an effort by Skyworks Solutions to escape its $262.5 million deal to buy Advanced Analogic Technologies. In that deal, Skyworks invoked the material adverse change clause in the companies' merger agreement.

This was not a truly private dispute as the rights of shareholders in both companies were implicated. Shareholders had to wait weeks to find out the eventual determination.

As B rian Quinn at the M&A Law Prof Blog wrote at the time, “The problem with trying to follow a dispute like this from the outside is that nothing is public unless the parties want it to be. So, we end up getting bits and drabs of information here and there. It becomes very difficult for an observer, or the market, to get any idea what the issues are. Welcome to the world of private arbitration.”

The parties settled two days into the arbitration proceedings and shareholders still don't know what the exact claims were or assess their validity.

Then there was the Carlyle Group's effort to adopt a provision requiring all of its shareholders to litigate all state fiduciary duty and federal securities law disputes in Wilmington, Del. It made people even more queasy about arbitration.

Having companies litigate private disputes may have been tolerable, but the Delaware arbitration provisions had the potential to lock shareholders out of many claims as companies s hifted these claims to arbitration in order to keep them confidential and stop shareholder class action lawsuits.

Given the events in Skyworks and Carlyle, some commentators became quite uneasy with the potential scope of Delaware's arbitration provision. Though, in fairness it still had a mass of support in the Delaware bar because it had judges do something that would be arbitrated anyway.

In this light, the court's ruling on Thursday makes logical sense, at least to me.

It's one thing for a dispute by two companies over a joint venture in a foreign country to arbitrate the dispute. And it makes sense for Delaware judges to be picked for this task. But when it is a dispute that directly implicates third parties like shareholders, the arbitration provision may go a bit too far.

In some ways the arbitration provisions may be a victim of Delaware's success. The court's five Chancery Court judges are really the best in the country at adjudicating cor porate law disputes involving shareholders. The reason is not only their competence but their experience in deciding these matters.

So, it is no surprise that to the extent companies want to extend arbitration to previously public domains, these provisions would come into play. The likely reasons they have not been used more often are the pending litigation and the fear that companies have of their validity. But had the provisions really been confined to purely private disputes without affecting shareholders, they might have been more defensible in the federal court.

The Delaware Chancery Court, through noted a law professor, Lawrence A. Hamermesh, who is assisting in representing the court in this matter, stated on Thursday that it would appeal the decision. I am no constitutional law expert, but if the Third Circuit Court of Appeals views these matters through the same lens that the federal court did, the appeal will not go far. If so, it will end Delaware's i nteresting experiment.



Nomura\'s Failed Global Ambitions

With Nomura announcing $1 billion in cost cuts on Friday, the Japanese firm formally and concretely revealed a retreat from the global financial player role it once sought.

Much of the shrinking will take place in Nomura's wholesale operations, a spokesman told Bloomberg News. That's precisely the area where the firm's former chief executive, Kenichi Watanabe, had hoped to grow one of Japan's most prominent securities firms.

Much like another international bank, Barclays of Britain, Nomura had hoped to use the remains of Lehman Brothers as the underpinning for a transformation from regional player to worldwide heavyweight. The Japanese firm, already a big player in its home market, bought Lehman's international businesses and its 8,000 staffers after the American brokerage filed for bankruptcy in September 2008.

Nomura turned to a Lehman veteran, Jasjit Bhattal, a former Lehman executive known as Jesse, to essentially take charge of the wholesale division . And a longtime colleague, Glenn Schiffman, was appointed as the firm's head of investment banking for the Americas.

Other Lehman holdovers were also given top positions within the newly prominent division.

The transformation wasn't necessarily easy, as hard-charging Lehman veterans ran into the more traditionally conservative ways of Nomura. The wholesale operations quickly started to fray. Christian Meissner, a high-ranking Lehman executive who helped broker the takeover of the bankrupt firm's international division, decamped in 2010 to Bank of America Merrill Lynch.

Unlike Barclays, the Japanese firm found international growth a difficult task. Despite the addition of a well-established international banking operation, Nomura stayed mostly flat in various investment banking league tables.

It hasn't risen higher than 10th in Thomson Reuters‘ ranking of deal advisers since 2002 or ninth in global equity capital markets issues. For global debt offe rings, the firm rose no higher than 14th since the Lehman deal, after having once reached 13th, in 2002.

Mr. Bhattal retired from Nomura in January after less than a year in the position. By that point, the firm had already reported a $591 million loss for the three months ended Sept. 30, its first quarterly loss in over two years.

Soon afterward, Mr. Schiffman departed, resurfacing at the Raine Group, a boutique investment bank.

The final blow for Nomura's dreams of global expansion may well have been the resignation of Mr. Watanabe last month, after having been engulfed by an insider-trading scandal. Some critics laid the blame for the mess - in which employees tipped off favored clients ahead of securities offerings - on the Lehman transaction, though the firm had been embroiled by criminal acts in the 1990s.

Mr. Watanabe's successor, Koji Nagai, has spent most of his career focused on Nomura's domestic operations. While Mr. Nagai plans to continue building some international businesses like mergers advisory, according to Bloomberg, he has made clear what his strategy is.

“I want to make a new business strategy from the past,” he said at a press conference last month, adding that he wants to bring Nomura's footprint “to an appropriate size.”



Business Day Live: The Market for Real Estate Masterpieces

How luxury real estate became a safe haven for wealth. | The burden of student debt, with no relief in sight. | Adding jobs, but with low pay and few prospects.

Morning Take-Out

TOP STORIES

Barclays Taps an Insider to Repair Its ReputationBarclays Taps an Insider to Repair Its Reputation  |  Barclays, which has been tarnished by scandal, appointed a new chief executive on Thursday, as the British bank looks to restore its reputation and overhaul its culture.

By selecting Antony Jenkins, Barclays seemed to steal a line from the comedy series “Monty Python”: “And now for something completely different.”

Mr. Jenkins, 51, an Oxford-educated Briton with a soft-spoken demeanor, started his career 30 years ago as a cashier at a local Barclays branch. Over the last three years, he has overseen the sleepy consumer retail and banking business at Barcl ays.

In short, he has little in common with his predecessor, Robert E. Diamond. Mr. Diamond, an American-born investment banker, brought a hard-charging ethos to the bank, transforming it into a top player on Wall Street. But the culture of risk-taking also proved problematic. In July, Mr. Diamond resigned amid revelations that Barclays manipulated key interest rates for its own benefit.
DealBook '

Romney Campaign Puts a Focus on Bain  |  Mitt Romney's record at Bain Capital continues to be a focus - some might say the focus - of both his supporters and detractors.

Just hours before Mr. Romney's speech Thursday night at the Republican National Convention, his campaign started a Web site - business.mittromney.com - devoted almost entirely on his years at the investment firm Bain Capital. “Governor Romney's work at Bain Capital was about fixing companies that were broken and giving new companies a shot at success,” reads the Web site's home page.

The site features nine one- to two-minute videos, each highlighting a successful Bain deal. Two videos focus on the office-supplies retailer Staples, one of Mr. Romney's most successful investments during his tenure at Bain. Both show Mr. Romney roaming the aisles at a Staples store wearing that a blue dress shirt with a contrasting white collar, a de rigueur uniform of 1980s Wall Street.
DealBook '

DEAL NOTES

All Eyes on Bernanke  |  The Wall Street Journal's Jon Hilsenrath previews the speech on Friday by Ben Bernanke in Jackson Hole. Mr. Hilsenrath writes of the Fed chairman: “Long after his term as chairman e nds in 17 months, will he be remembered as the Fed chief who did too little to combat high unemployment or the one who did too much and unleashed inflation and financial instability with the actions he took? Critics make both arguments.”
WALL STREET JOURNAL

Sears Is Dropped From S&P 500  |  Sears Holdings, which has been a member of the Standard & Poor's 500-stock index for more than 50 years, is getting kicked out, amid concerns about the number of shares held by public investors and an upcoming rights issue, The Wall Street Journal reports.
WALL STREET JOURNAL

Fallen Tycoon in Ireland Faces a Reckoning  |  Sean Quinn, a former billionaire who has became an emblem of Ireland's economic collapse, faces an investigatio n into his assets and must turn over information by Friday, The New York Times reports. He has been waging what he calls a “public relations war.”
NEW YORK TIMES

Mergers & Acquisitions '

Tata Motors Puts Jaguar Land Rover Back on Its Feet  |  It's a success story that has stunned analysts: After buying Jaguar Land Rover from Ford Motor for $2.3 billion in June 2008, the Indian auto company Tata Motors is racking up sales and preparing to release a new roadster, The New York Times reports.
NEW YORK TIMES

Qatar Fund Voices Opposition to Terms of Xstrata Takeover  |  In its second public statement since Glencore announced plans to acquire Xstrata, Qatar Holding said it had “determined that it will not support the proposed merger,” but added that it “continues to support the principle of a combination.”
WALL STREET JOURNAL

Activist Fund Challenges Xstrata's Board  |  Knight Vinke, an Xstrata shareholder, said it would consider pushing for changes in the mining company's board if the proposed takeover by Glencore fails, Reuters reports.
REUTERS

Antitrust Group Raises Concerns Over Universal-EMI Deal  |  The American Antitrust Institute, a group that has been profiled by DealBook, urged regulators to stop Universal Music's plan to acquire EMI's recorded music unit, saying the tie-up would give Universal too much power, Reuters reports.
REUTE RS

Bankers Vie for a Piece of AIA Deal  |  A.I.G. will be free next week to sell a $7.6 billion stake in its former unit AIA, in what could be one of Asia's biggest deals of the year, Reuters reports.
REUTERS

Guggenheim Closes In on Dick Clark Productions  |  The Los Angeles Times reports: “Fresh from spending over $2 billion to become majority owner of the Los Angeles Dodgers, Guggenheim Partners now appears to be the leading candidate to land Dick Clark Productions - for a price tag of close to $400 million, people close to the situation said.”
LOS ANGELES TIMES

INVESTMENT BANKING '

JPMorgan Sai d to Weigh Reducing Business With Brokerages  |  The Wall Street Journal reports that JPMorgan “is reviewing its dealings with dozens of brokerages that use the bank to settle trades, according to people familiar with the bank.” The review, which began more than six months ago, gained increased urgency in the aftermath of Knight Capital's trading debacle.
WALL STREET JOURNAL

Struggling Gleacher & Co. Explores a SaleStruggling Gleacher & Co. Explores a Sale  |  Gleacher & Company, the struggling investment bank started by the longtime Wall Street deal maker Eric Gleacher, said that it was exploring strategic alternatives, including selling itself and raising money from outside investors.
DealBook '

Nomura Targets $1 Billion in Cuts  |  Nomura has outlined a plan to cut from businesses that include investment banking and equities, shedding jobs mainly at units outside Japan, Bloomberg News reports, citing two unidentified people with knowledge of the matter.
BLOOMBERG NEWS

How Deals Are Done in Italy  |  A secret meeting in May with a top Italian deal maker has been held up as “proof that Italian capitalism remains underpinned by a system of cronyism that the government of Prime Minister Mario Monti blames for smothering the nation's economy,” The Wall Street Journal reports.
WALL STREET JOURNAL

< p>Credit Suisse Hires Head of Canada Metals and Mining Unit  |  Credit Suisse has hired Matthew Hind as the head of its Canada metals and mining business in its investment banking department, the firm announced in an internal memorandum reviewed by DealBook.
DealBook '

Morgan Stanley Officials in Russia to Depart  |  The chairman of Morgan Stanley's Russian operations, Rair Simonyan, who worked on the I.P.O. of Rosneft, and the regional president, are leaving the company, Reuters reports.
REUTERS

PRIVATE EQUITY '

A Credit Crunch That Never Materialized  |  In a market commentary note, the Carlyle Group writ es that a large volume of maturing speculative-grade credit has not produced a “financial doomsday,” adding that “common assumptions about refinancing risk may be misplaced.”
CARLYLE GROUP

Carlyle Secures $700 Million From Insiders for Fund  |  Carlyle Group executives committed their own money to a fund that is aiming to raise $10 billion, Bloomberg News reports.
BLOOMBERG NEWS

Uncertain Times for a Company Owned by Apollo  |  Affinion Group Holdings, a company owed by Apollo Global Management, faces the possibility of default, with less than a year to pay back $2.3 billion of debt, and earnings that are expected to decline, Bloomberg News reports.
BLOOMBERG NEWS

< div class="ru-story">

British Homebuilding Firm Receives Takeover Offer  |  Redrow is valued at 562 million pounds ($889 million) in a buyout offer by its chairman and three investment funds, Reuters reports.
REUTERS

HEDGE FUNDS '

The Hedge Fund Industry's Identity Crisis  |  Amid disappointing returns, there is a “profound reshaping of hedge funds and their place in the financial ecosystem,” The Financial Times writes.
FINANCIAL TIMES

Texas Hedge Fund to Shutter  |  WS Capital Management, a $550 million Dallas-based equity hedge fund, is closing its doors, it said in a letter to investors, citing b road economic risks and increasing liquidity and operational demands, AR Magazine reports.
AR MAGAZINE

Hedge Funds Turn Against France  |  Reuters reports: “Hedge funds are going against market consensus and betting that ultra-low French government bond yields are unsustainable, believing a sluggish economy and the new government's policies will eventually force up borrowing costs.”
REUTERS

I.P.O./OFFERINGS '

SAIC Plans Two-Way Split  |  The Science Applications International Corporation said on Thursday that it planned to cleave itself into two publicly traded companies, becoming the latest in a string of corporate breakups.
Dea lBook '

Knight Capital Accepts Compensation Offer From Nasdaq  |  Knight Capital said it accepted an increased offer of $62 million from Nasdaq to compensate for problems related to Facebook's I.P.O., Reuters reports. The plan is being considered by the Securities and Exchange Commission.
REUTERS

An Estimate for Facebook's Revenue Is Revised Down  |  The research firm EMarketer estimated that Facebook would generate $5.04 billion in sales this year, a downward revision from an earlier prediction of $6.1 billion, Bloomberg News reports.
BLOOMBERG NEWS

Workday Aims to Raise $400 Million in I.P.O.  |  The enterprise software company Workday, which was founded by David Duffield, a billionaire who also founded PeopleSoft and sold it to Oracle, filed to go public on Thursday. Workday makes software that helps companies manage their personnel departments.
ASSOCIATED PRESS

VENTURE CAPITAL '

Twitter to Overhaul Its Advertising  |  Twitter said on Thursday it would allow advertisers to target users based on their specific interests. AllThingsD, citing “someone smart who doesn't work at Twitter,” reports that new advertising strategies could help Twitter generate $350 million in revenue this year.
ALLTHINGSD

TV Guide Goes Mobile  |  A new mobile app from TV Guide draws on research showi ng that about 93 percent of viewers now use streaming video, DVR and on-demand services, The New York Times reports.
NEW YORK TIMES

Etsy Pushes Its In-House Payments System  |  The online marketplace Etsy, which has logged more than $500 million in sales so far this year, is trying to get more sellers to use its in-house payments system by offering customers gift cards, AllThingsD reports.
ALLTHINGSD

LEGAL/REGULATORY '

German Finance Minister Calls for Limits on Bonuses  |  Wolfgang Schäuble, Germany's finance minister, writes in an opinion piece in The Financial Times that there is a need for a unified European banking regulator. He says he supports various re gulatory proposals, including: “Immediate cash bonuses for top bank executives should not exceed their fixed pay.”
FINANCIAL TIMES

Spain Said to Consider Financing Bankia Without Assistance  |  Bloomberg News reports: “Spain is considering pumping its own money into Bankia group to re-capitalize the country's biggest nationalized lender rather than use the emergency portion of a 100 billion-euro ($125 billion) bailout from the European Union, two people with direct knowledge of the matter said.”
BLOOMBERG NEWS

Spain's Leader Says Rescue Fund Is Sufficient  |  Mariano Rajoy, the Spanish prime minister, said on Thursday that Spain had the resources to help its troubled regions, despite an unexpected plea by Valenc ia for more aid, The New York Times reports.
NEW YORK TIMES

A Third Option for Regulators in the Money Market Fund Fight  |  The Financial Stability Oversight Council can use a part of Dodd-Frank, called Title VIII, to address regulation of the plumbing of the financial system.
DealBook '

S.E.C. Expected to Announce Civil Charges for Stanford Officials  |  Former executives associated with the convicted Ponzi schemer R. Allen Stanford are set to be charged with civil securities violations by the Securities and Exchange Commission, The Wall Street Journal reports, citing unidentified people familiar with the commission's plans.
WALL STREET JOURNAL

Conflict Brewing in Bankrupt California City  |  In San Bernardino, Calif., firms that insure municipal bonds may go to court to battle the state's pension fund over the treatment of payments in bankruptcy, Reuters reports.
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As Xstrata Shareholders Balk Over Deal, Activist Calls for Shakeup

Xstrata shareholders have a lot to say about Glencore's $30 billion takeover offer.

On Friday, the activist investor Knight Vinke reiterated it would vote against Glencore's current bid. The financial firm added that if the deal fell apart, it would push to overhaul the Xstrata board to “make it more independent and robust.”

“If the Board of Glencore is unwilling to pay for acquiring the control it seeks, we would support Xstrata's continuing independence as a fundamentally strong and successful business â€" and one which would be likely to attract a significant premium were there subsequently to be interest from third parties,” Knight Vinke wrote in a statement.

Knight Vinke is among the many Xstrata shareholders that have come out against the deal, which will come to a vote next week.

On Thursday, Qatar Holding, the sovereign wealth fund of the Persian Gulf nation, said that it supported “the principle” of the deal, but it didn't like the terms. Qatar is a powerful voice in the debate, with more than 12 percent of Xstrata's shares. A Norweigan fund is similarly opposing the proposal, according to The Financial Times.

The investors are looking for Glencore to sweeten its offer. The commodities giant is offering 2.8 of its shares for every Xstrata share. But Qatar Holding has said it is looking for a ratio of 3.25 to 1.

Qatar Holding “believes that Xstrata has a strong future, whether in combination with Glencore on acceptable terms or as a stand-alone entity, and that its shares represent an attractive long-term investment,” the sovereign wealth fund wrote in its statement.

So far, Glencore has balked at raising its offer for the mining company. In late August, Ivan Glasenberg, the chief executive of Glencore, rebuffed the idea, saying, “It's not the only deal that can be done.”



After Tata Takeover, Jaguar Land Rover Regains Luster

Prashanth Vishwanathan for The New York Times

A customer looks at the Range Rover Evoque models at showroom in India. Sales of the Evoque have helped Tata Motors.

MUMBAI, India - This summer, Jaguar Land Rover cranked up production to 24 hours at its plant near Liverpool, England, adding 1,000 jobs to help meet demand for its hot-selling and acclaimed Range Rover Evoque. Now, the company is readying the release of its much-anticipated Jaguar F-Type roadster.

Four years after being bought by an Indian company, the well-known but somewhat faded British brands are regaining some of their lost luster, racking up big sales from Shanghai to London.

The success has stunned analysts and investors, many of whom had said that , the Indian auto company, was making an expensive mistake when it acquired Jaguar Land Rover from for $2.3 billion in June 2008. At the time, was raising money to ensure its own survival, and it sold the brands for several billion dollars less than it had paid to acquire them years earlier.

Analysts say Tata has done what few companies from emerging markets have been able to do - turn around and successfully run a troubled Western company. Many others, including Tata Motor's sister company Tata Steel, which paid $11.3 billion for Corus Steel in 2007, have struggled with acquisitions made in Europe and the United States in the era of cheap money before the financial crisis.

Tata Motors appears to have succeeded in large part because it did not seek to run Jaguar Land Rover from Tata headquarters here. Instead, it has left day-to-day management in the hands of executives in England. It also benefited from projects started under Ford ownership, including the Evoque, which has won fans, including the exacting hosts of the BBC show “Top Gear” and the Chinese nouveau riche.

In its last fiscal year, which ended in March, Jaguar Land Rover posted a 27 percent jump in retail sales, to 306,000 vehicles, and became the primary driver of growth and profit for Tata Motors. The Indian car and truck business of Tata has stagnated in the same time because of a slowing domestic economy and a weak product lineup that includes about a dozen passenger cars. Sales of Tata cars were up an anemic 4 percent in the previous fiscal year.

Analysts said that barring a global economic recession, they expected Jaguar Land Rover to continue to do well because it was about to release several new models, including a redesigned version of its flagship Range Rover and the F-Type.

“I think people were a bit skeptical and snobbish and maybe had some old colonial hangover,” Tim Urquhart, a senior analyst at IHS Automotive in London, said about the initial doubts about the acquisition. But he added, “If you look at Land Rover and Jaguar now, they probably have the strongest product line in their recent history if not ever.”

Tata's takeover of Jaguar Land Rover did not always look promising. The financial crisis hit soon after the deal closed, and demand for luxury cars tumbled in Europe and North America - its two biggest markets. Struggling with a $3 billion debt it took on to pay for the deal, Tata Motors was forced to put more money into the company after it failed to secure financial aid from Britain.

Many analysts questioned whether the company paid too much and extended itself too far, speculating that its chairman, Ratan Tata, a car buff and scion of the family that built the Tata group of companies, had become too enamored of buying global brands. Over the years, the group has acquired Tetley Tea, the Pierre Hotel in New York and Daewoo Commercial Vehicles in South Korea.

“The acquisition has worked because the investment has been carefully targeted and effective,” Phil Popham, global operations director for Jaguar Land Rover, said in a written response to questions. “Our growth is supported by a disciplined financial plan involving tight cost controls and targeted investments.”

Analysts and competitors credit the turnaround to Tata's financial reserves, which helped it weather tough times, and its wisdom in granting autonomy to managers in England.

“What has helped is that Tata had staying power,” said an executive at another auto company who asked not to be named because he did not want to speak publicly about a rival. “And Tata adopted a hands-off policy.”



SAIC Plans Two-Way Split

The Science Applications International Corporation said on Thursday that it planned to cleave itself into two publicly traded companies, becoming the latest in a string of corporate break-ups.

SAIC plans to spin off its government services business, separating it from the division that provides technology for the national security, health and engineering industries. The government services unit is expected to report $4 billion in revenue for the year ended Jan. 31, while the national security business is expected to report $7 billion in revenue for the same time period.

The move is meant to reduce potential conflicts of interest, particularly for the government services business, which will be free to pursue systems engineering and technical assistance and offerings to the intelligence sector.

“In this next step of our strategic plan we configure ourselves for the future,” John Jumper, the company's chairman and chief executive, said in a statement. “This affords both companies an excellent opportunity to combine optimized cost structures, unrestricted access to their respective markets, and the leveraging of decades of SAIC's scientific and engineering excellence to unleash the growth and value we can deliver to our customers, employees and shareholders.”

A number of companies, from Sara Lee to Tyco, have pursued corporate break-ups as a way to unlock value. The rationale behind such moves is aimed at creating more focused companies that will generate better returns for shareholders.

SAIC is being advised by Citigroup on the plan.



On Eve of Romney\'s Big Speech, a Focus on Bain

As Mitt Romney prepares to take the stage at the Republican National Convention Thursday night to make his case for the presidency, his record at Bain Capital continues to be a focus - some might say the focus - of both his supporters and detractors.

Just hours before Mr. Romney's speech, his campaign launched a Web site on Thursday - business.mittromney.com - devoted almost entirely on his years at the investment firm Bain Capital. “Governor Romney's work at Bain Capital was about fixing companies that were broken and giving new companies a shot at success,” reads the Web site's home page.

The site features nine different one- to two-minute videos, each highlighting a successful Bain deal. Two video focus on the office-supplies retailer Staples, one of Mr. Romney's most successful investments during his tenure at Bain. Both show Mr. Romney roaming the aisles at a Staples store wearing that a blue dress shirt with a contrasting white collar, a de rigueur un iform of 1980s Wall Street.

The Staples videos are featured under the “building businesses” category. Two other categories - “fixing businesses” and “growing business” - highlight other money-making Bain deals, including a revival of the gadget chain Brookstone and a venture investment in the mountain bike maker GT Bicycles. There is also a video chronicling Mr. Romney's rescue of Bain & Company, the management consulting firm where he started his career. Mr. Romney came back to the firm and led a turnaround. (Bain & Company spun off the private equity arm, Bain Capital, in 1984.)

Outside of Bain's New York headquarters on Thursday, no was focused on the private equity firm's successes. Instead, all of the attention was on Bane, an imposing 10-foot-tall monster who lurched around the sun-kissed Manhattan sidewalks lambasting Bain's business practices. Bane is the villain who faced off against Batman in this summer's blockbuster movie “The Dark Knigh t Rises.” It will be “a long dark night you'll be facing if Romney gets elected,” said Bane, according to Bloomberg News report.

The protest was organized by United NY, a coalition of labor unions and community organizations that has staged a number of demonstrations against Bain. Accompanying Bane was a woman from the Bronx who was recently laid off from her job at Burlington Coat Factory, a Bain-owned company.

Cara Noel, a United NY spokeswoman, said that it staged the protest because “we wanted to send a clear message that a Romney economy would not work for the middle class and for low-wage earners.”

The media also continue to center on Mr. Romney's Bain years. Matt Taibbi, a writer who has made headlines for his screeds against Goldman Sachs and other Wall Street players, has now taken aim at Bain. In a new Rolling Stone article, Mr. Taibbi calls Mr. Romney “the hard-charging, chameleonic champion of a disgraced-yet-defiant Wall Street.”< /p>

As Barclays Retail Chief Rises, What of Firm\'s Investment Bank?

With the ascension of Antony Jenkins as Barclays‘ new chief executive, attention will inevitably fall to the part of the British bank that has grown the fastest in recent years: its investment bank.

Built from humble beginnings, specifically the debt operations of Barclays' BZW, the investment bank has become one of the firm's biggest profit centers. It was the darling of Robert Diamond Jr., whom Mr. Jenkins is succeeding and who resigned following the firm's $450 million settlement related to the fixing of the Libor interest rate.

Since arriving at Barclays in 1996, Mr. Diamond made it his mission to build out a world-class investment bank from scratch. But while he made headway over the years, the single most transformative event for Barclays was the firm's acquisition of Lehman Brothers‘ core American banking assets in the fall of 2008. Instantly, the British firm grew from respectable midtier adviser and lender to a major deal maker.

The combinati on of Lehman's advisory business with Barclays' balance sheet created a more formidable competitor to more established rivals like JPMorgan Chase and Goldman Sachs. In 2008, Barclays' investment bank - then known as Barclays Capital - contributed £1.3 billion pounds to the firm's overall profit. The next year, the division pulled in £11.6 billion.

Nowhere was the unit's growth more apparent than in the business of advising on deals. Between 2002 and 2008, Barclays never rose higher than 9 in Thomson Reuters‘ worldwide league tables, with an average market share of about 9.3 percent. From 2009 through Thursday, that figure leaps to 13.8 percent, with the firm ranking fifth, six, or seventh.

Some of that was driven by a more conscious use of Barclays' balance sheet to supplement its traditional dispensing of advice. Last year, the firm lent $13.3 billion to a longtime client, Kinder Morgan, to buy the El Paso Corporation for $21.1 billion. The loan wa s eventually dispersed among several lenders, but the bank's willingness to provide the initial financing up front helped provide speed, certainty and confidentiality.

“We've long had a big-boy M.& A. business,” Hugh E. McGee III, Barclays' head of investment banking and a Lehman veteran, told DealBook last year. “And now we've got a big-boy checkbook.”

Barclays has been consistently strong in other businesses, such as debt capital markets, where the firm has ranked no lower than fourth since 2002.

But the firm still has room to improve in other areas: it has mostly come in fourth in Thomson Reuters' ranking of global equity capital markets bookrunners over the past decade, even after the Lehman deal.

Not all of the investment bank's gains have been met with plaudits, however. During Mr. Diamond's tenure, critics charged the firm with becoming a more rough-and-tumble bank with an eye squarely on the bottom line, creating what detractors have s aid is a culture that allowed lapses like the Libor scandal to take root. The American was memorably derided as “the unacceptable face” of banking by Peter Mandelson, a former Labour Party's business secretary

It's unclear what Mr. Jenkins has in mind for the investment bank, though he has already told Bloomberg News that he will “think strategically” about the business.



Credit Suisse Hires Head of Canada Metals & Mining

Credit Suisse has hired Matthew Hind as the head of its Canada metals and mining business within its investment banking department, the firm announced in an internal memorandum reviewed by DealBook. Mr. Hind, who will start his new position in December, is joining from Morgan Stanley.

How to Propose the Pogue Way

Two weeks ago, I proposed. To the sweetest, funniest, wisest woman I've ever known.

I wanted my children to feel a part of this life-changing event, so one night last spring, I asked them for their suggestions for a fantastic proposal. My two teenagers informed me that the most epic and unforgettable proposal would be a fake movie trailer. It would start out like any other romantic-comedy preview, but gradually reveal itself to be a thinly veiled version of our love story.

I persuaded the movie theater at a summer resort to slip it in among the real movie previews, on a night when both Nicki's family and mine were in the audience. You can watch the finished product here.

After its “premiere,” people kept asking if I'd be posting it online so they could show their friends. With Nicki's encouragement, I did - and to my astonishment, the video went viral. It also generated a lot of questions.

Here, then, are the answers.< /p>

Q. Nice job on Pogue's Proposal. But not all of us have thousands of dollars to spend on making full-blown movies for our girlfriends.

A. I had to laugh at this one. If you only knew how cheaply that movie was made! The whole thing was shot in two days, with a huge amount of planning but practically no budget.

If it looks professional, that's a testament to the skill of Zach Kuperstein, the recent N.Y.U. film school grad I hired as cameraman.

He used an ordinary Canon S.L.R. to record the video. That's it - a still camera. No Hollywood gear, no key grips or best boys. We used special lighting in only one shot, and it was the cheapie video light I wrote about last year.

I also paid the two stars - both talented Broadway actors - but all the others involved were friends and neighbors who just wanted to help out. I wrote, directed and edited the movie, and I gave myself a huge discount.

Q. Wait a minute - what about the opening shot? You clea rly had a crane rig for that.

A. Nope. Zach stood on the roof of my Prius with his tripod as I drove slowly along the street. The resulting footage was a little bumpy from the pavement, but the Analyze for Stabilization feature in Final Cut Pro X smoothed it out quite nicely.

For nighttime scenes, Zach duct-taped blankets over the windows. For the scene where “I” am hosting a Nova TV show, look closely: the “cameraman” is actually holding a 1985 VHS camcorder I found in the basement.

We didn't have a dolly, either. To film the jogging scene, Zach tied his tripod into the back of my car, like this:

As the car rolled, I sat next to him and held the microphone “boom” - a broom handle with an audio recorder duct-taped to the end of it. (For the second day of shooting, I hired a sound man with an actual boom.)

Q. In the YouTube version, we can see your girlfriend's reaction as she watches, picture-in-picture style. How could she not know she was being filmed?

A. I hid a Nikon S.L.R. in a ficus plant just beneath the screen. After the movie began, a friend moved a Sony NEX-5, on a tripod, to the back of the aisle, to record the actual proposal moment. And my daughter sat behind and across from Nicki, filming her from the side with an old Flip camera.

I was hoping that, despite the darkness and lack of rehearsal, one of those cameras would capture something usable.

Incredibly, all three did.

Q. At the end, you stand up in front of the movie audience and pop the question - and the characters on the screen seem to react. When she says “yes,” for example, they all start cheering. How could you be sure that the timing of her live reaction would work with what you'd already filmed?

A. I couldn't!

The onscreen characters interact with the live me four times. First, they encourage me to get out of my seat and bring Nicki to the “stage.” Second, when I lose my nerve, they ho ot for me to continue. Third, they gasp when I bring out the ring. And finally, they explode into cheers when Nicki says yes.

To film the on-screen sequence, I had the cast look out at a smiley face I'd taped to the tripod leg - a stunt double for where I'd be standing in the actual theater. To make sure their interruptions came at the right times, the cast reacted to the audio playback of my speech, which I had pre-recorded on my phone.

Then I spent a week rehearsing my live speech with that video, so my own timing would be right. As long as Nicki didn't say anything while I spoke, I would be golden.

Until, that is, I actually asked the question. At that point, timing was no longer in my control.

I wasn't actually worried that she'd say no; she'd dropped a few sweet hints over the months. The real problem was that I had left her enough time to say exactly one syllable.

What if she made a joke (“I'll have to think about it!”)? What if she we re too overcome to speak? What if I was too overcome to speak?

In all of those cases, the music would swell anyway, the actors would cheer inappropriately - and I'd look like the world's biggest idiot.

I worried about that moment for weeks. There was nothing I could do but hope.

As you can see in the video, my prayers were answered. Yes, I had left Nicki the time to utter one syllable - but that's all she needed.

She said “YES!”



Struggling Gleacher & Co. Explores a Sale

Gleacher & Company, the struggling investment bank started by the veteran Wall Street deal maker Eric Gleacher, has put itself up for sale.

In a statement Thursday, the publicly traded firm said that it was exploring strategic alternatives including selling itself and raising money from outside investors. The firm has hired Credit Suisse to manage a sales process, according to a person with direct knowledge of the matter.

Mr. Gleacher, a former Marine who ranks among the top golfers on Wall Street, was among a bevy of 1980s-era bankers â€" a group that included Steven A. Schwarzman, Bruce Wasserstein, and Robert Greenhill â€" who would go on to start their own advisory boutiques.

A number of prominent hedge fund managers worked at Gleacher early in their careers, including Philip Falcone of Harbinger Capital Partners and Larry Robbins of Glenview Capital Management.

But the Mr. Gleacher's firm has underperformed. After absorbing two years of losses including poor performance in its mortgage-securities unit, Gleacher's chief executive, Tom Hughes, has tried to turn around the business by shuttering unprofitable units, slashing its work force and overhauling management.

At its current stock price, Gleacher has a market capitalization of only $95 million. Greenhill & Company, by comparison, is worth $1.25 billion. Gleacher's stock rose 2 percent as of midday Thursday on the news.

Mr. Gleacher, 72, is the company's chairman of the board and second-largest shareholder, with an 11 percent stake, according to securities filings. Its largest shareholder is Matlin Patterson Global Advisers, the New York-based private investment firm, which owns about 28 percent.

Gleacher's move is the latest twist in the firm's complex history, which began in 1990 when Mr. Gleacher - a star mergers-and-acquisition investment banker at Lehman Brothers and then Morgan Stanley - hung out his own shingle. National Westminster Bank bought Gleacher in 1995 for $135 million, but four years later Mr. Gleacher severed ties with the British bank and took his firm private.

In 2009, the brokerage firm Broadpoint Securities acquired it and adopted the Gleacher name.



A Third Option for Regulators in the Money Market Fund Fight

The biggest battles are sometimes decided by the most arcane tactics.

That could turn out to be the case in a fierce fight between the mutual fund industry and top financial regulators.

At issue is whether to impose more regulations on the nation's $2.6 trillion of money market funds.

Regulators think the funds pose a risk to the financial system. In the 2008 financial crisis, investors fled the funds in droves, which worsened the credit freeze that gripped the banking system. Money funds then received a big bailout.

In a bid to lessen the chances of such events reoccurring, the Securities and Exchange Commission proposed measures, including requiring the money funds to hold a capital buffer against losses. But the commission dropped the reforms last week, after it became clear that a majority of its commissioners weren't going to vote for the reforms. This was a big win for the mutual fund industry, which says some reforms made in 2010 are sufficie nt. The industry also argues the latest reforms would needlessly damage a popular investment product.

The regulators, however, may be able to effectively override the S.E.C. They can do that by involving the Financial Stability Oversight Council, a special committee of senior regulators set up after the crisis by the Dodd-Frank financial overhaul legislation.

The council's job is to spot big risks in the financial system and take action to address them, even if it means acting itself or pressuring individual regulators.

After the money fund reforms were blocked at the S.E.C., much speculation began on how the council might act. At first, there appeared to be two separate paths laid out in Dodd-Frank. But both had drawbacks for the regulators.

Now, a third option may exist. And it appears to get around the headaches involved in the other two.

The council, which is chaired by the Treasury secretary, Timothy F. Geithner, and has publicly backed the S.E.C.'s money fund reforms, is scheduled to meet toward the end of September.

Initially, one of the council's perceived options was to designate fund companies or individual money funds as systemically significant, and give them to the Federal Reserve to regulate. The problem: This approach would remove money fund regulation from the S.E.C., a potentially wrenching move that could undermine the standing of that agency. This option could also lead to a two-tier, unevenly regulated money fund sector, where larger funds might come under Fed oversight and smaller ones wouldn't.

The second option was to declare the general activity of money market funds as risky to the system. But if this route were taken, Dodd-Frank lays out a series of steps that puts the issue back to the S.E.C., where the majority of commissioners may still oppose reform. If that happened, Dodd-Frank then appears to move the issue to Congress, but it doesn't define how the stalemate would be br oken.

Enter option three.

With this, the council would use a part of Dodd-Frank, called Title VIII, that addresses regulation of the plumbing of the financial system. It refers to “utility” activities like organizing financial payments and processing transactions.

Using Title VIII, the council could take a two-step approach. It could designate a single activity or feature of money funds as a systemically important utility function. Next, it could then require reforms to buttress that function.

For instance, money funds have a special feature called a fixed net asset value, which allows them to say each share in a fund is worth $1 when in reality it may be worth slightly less. Regulators fear the stable net asset value could mask the risks of money funds from investors, who tend to use the funds like bank accounts.

The council could designate the stable net asset value as systemic and require that the funds hold capital.

The big apparen t advantage for the regulators is that it avoids the pitfalls of the other options. It would keep money fund regulation at the S.E.C. And, unlike option two, this part of Dodd-Frank doesn't map out steps that could lead to stalemate. Instead, it allows the council to require the S.E.C. to introduce the sort of reforms that the council favors.

But there is a weakness with this approach. While this part of Dodd-Frank does give the council a lot of leeway in determining a systemically important activity, opponents of reform may argue that money funds simply aren't part of the payment functions of the financial system, which is what title VIII was written for.

“On the face of it, this is not what Title VIII was designed to regulate,” said Jay G. Baris, a lawyer at Morrison & Foerster. “To me, it's a last resort.”



Business Day Live: California Tests a Plan to Cut Emissions

California tests its carbon emissions cap-and-trade program. | The best shoes for travel? Ask a flight attendant.

Buffett Celebrates His 82nd Birthday

How does the second-richest man in America celebrate his birthday? By giving other people presents.

Warren E. Buffett, who turns 82 on Thursday, is taking note of the occasion by increasing a donation of Berkshire Hathaway shares to the charitable foundations run by his children, according to a letter that was published by his hometown newspaper, The Omaha World-Herald. He estimated that the gift, to be distributed in annual installments, would be worth an average of more than $100 million each year.

“I knew you would apply your considerable brains and energies in order to make the most of the funds from my gift,” Mr. Buffett wrote in the letter. “However, you have exceeded my high expectations. Your mother would be as proud of you as I am.”

Mr. Buffett is doubling what remains of an earlier pledge of Berkshire Hathaway Class B shares, he said in the letter to his children, Susan, Howard and Peter. The sweetened gift now amounts to 24,441,704 Clas s B shares, currently worth more than $2 billion.

The first installment, of 1,222,085 shares, will be distributed in July, and subsequent installments will decrease by 5 percent each year, Mr. Buffett said in the letter.

Mr. Buffett, whose net worth is estimated by Forbes to be $44 billion, has been a vocal (and musical) advocate for philanthropy, encouraging dozens of other wealthy families to give to charity.

At the outset of Mr. Buffett's 83rd year, Business Insider has compiled some of his most memorable quotes. One classic line comes from a 1989 letter to shareholders.

“It's far better to buy a wonderful company at a fair price,” Mr. Buffett wrote, “than a fair company at a wonderful price.”



Romney Turned Down an Offer to Lead Tiger Management

Larry Downing/Reuters

EARLY LOSS Mitt and Ann Romney in Washington in 2008 after Mr. Romney dropped out of the race.

BOSTON - Not long after dropped out of the presidential race in early 2008, a titan of New York finance, Julian H. Robertson, flew to Utah to deliver an eye-popping offer.

He asked Mr. Romney to become chief executive of his hedge fund, Tiger Management, for an annual salary of about $30 million, plus investment profits, according to two people told of the discussions.

For Mr. Romney, who had spent the previous decade in public life forgoing any paychecks, the position promised to catapult him back to the pinnacle of American business and into the ranks of the stratospherically rich. Several friends and relatives urged him to accept. “Let's put it this way,” said Mr. Robertson. “He could have made a lot of money.”

But Mr. Romney was uninterested. His mind - and his heart - were elsewhere, still trained in the raw days after his political defeat not on Wall Street but on the White House and an urgent quest: to be understood by an electorate that had eluded him.

From the moment that Mr. Romney ended his first bid for the Republican nomination, he complained to friends, advisers and family that he had felt cheated out of a chance to explain himself to the country. He had emerged from his debut on the national political stage, he told them, as a caricature he did not recognize: emotionally uncaring, intellectually inauthentic, ideologically malleable.

Over the next three years, a little-examined period in his life, he sought to reclaim his public identity with the self-critical eye, marketing savvy and systematic rigor of the corporate consultant that he once was.

When Willard Mitt Romney, 65, delivers his acceptance speech Thursday night in Tampa, Fla., reveling in his success at winning over a fractious party and endeavoring to sell himself anew to Americans, he will owe the moment in no small measure to what he did during this time.

It was a restless period when he labored to persuade voters to see him as he saw himself: a man of deep convictions and big ideas, a credible party leader and inevitable presidential nominee.

He coolly assessed the failings of his 2008 campaign and undertook an intensive yearlong tutorial on everything from the tax code to global jihadism. He wrote a book laying out his vision and values to answer conservative doubters and counter charges of flip-flopping, elbowing aside a ghost writer who he felt could not accurately channel his voice. He bought good will in his party by crisscrossing the country to raise money for hundreds of candidates, even cutting a check for one lawmaker's portrait in the New Hampshire State House.

Mr. Romney returned as a far stronger candidate - a crisper debater, a more decisive manager, a better strategist and a stick-to-his-message campaigner whose chief selling point this time around, his business expertise, was well suited to the political moment. But he also ran up against the limits of his own overhaul.

“This is who I am,” he told a publisher while pitching his book. “And I want the book to reveal it.” But instinctively uncomfortable with public introspection and averse to exposing his private life, he offered no personal narrative for people to feel they really knew him.

His exhaustive campaigning between presidential races did little to diminish his awkwardness with voters. And for all his preparedness on foreign policy - he had traveled to Afghanistan and the Mideast - he managed to offend his hosts and inspire unfortunate headlines on his first overseas trip as his party's presumptive nominee.

Mr. Romney's quick reimmersion into politics after his 2008 loss was revealing for a man who, at 60, had already conquered high finance and state government but who still needed to set ambitious goals and yearned to fulfill the grandest of them. Suddenly rudderless for the first time in his adult life, he recoiled at the prospect of an unstructured existence, telling an adviser: “I'm not just going to meet with people. I need a plan.”



Morning Take-Out

Barclays Names C.E.O. Amid TumultBarclays Names C.E.O. Amid Tumult  |  Barclays has appointed Antony Jenkins, the head of the retail and business banking unit, to be its new chief executive, as the British bank deals with the fallout from the interest-rate manipulation scandal and other legal issues.

Mr. Jenkins, who will become C.E.O. immediately, steps into the top spot during a period of uncertainty for the bank.

Along with the rate-rigging scandal, the bank faces questions about its capital-raising efforts in 2008. On Wednesday, Barclays disclosed that the Serious Fraud Office is looking into payments related to agreements between the bank and Qatar Holdings, an investi gation that follows a similar inquiry by the Financial Services Authority.

“We have an obligation to all of those stakeholders - customers, clients, shareholders, colleagues and broader society - and a unique opportunity to restore Barclays' reputation by making it the ‘go to' bank in all of our chosen markets,” Mr. Jenkins said in a statement.
DealBook '

DEAL NOTES

Warren Buffett Celebrates 82nd Birthday  |  The Omaha investor is marking the occasion by increasing an earlier pledge of Berkshire Hathaway shares to the three foundations run by his children, according to The Omaha World-Herald. “I'm confident you will use the money wisely, each in your own way,” Mr. Buffett said in a letter to his children.
OMAHA WORLD-HERALD

Slowing Growth Underscores Pressure on the Fed  |  With data released on Wednesday showing the economy continued to grow at a tepid pace, Ben Bernanke faces pressure to outline a plan to stimulate growth when he speaks on Friday in Jackson Hole, Wyo., The New York Times reports. Still, many economists expect the Federal Reserve chairman to wait to announce major plans until after a meeting on Sept. 12-13.
NEW YORK TIMES

Mergers & Acquisitions '

Carlyle Agrees to Buy DuPont Performance Coatings for $4.9 Billion  |  Private equity firm Carlyle Group has struck a deal with DuPont to buy its DuPont Performance Coatings for $4.9 billion in cash.
DealBook '

ING to Sell Canadian Unit to Scotiabank for $3.1 Billion  |  The ING Group said on Wednesday that it would sell its Canadian unit to Scotiabank for about $3.1 billion in cash, as the Dutch bank continues to sell assets to pay for its government bailout.
DealBook '

Two Views of This Summer's Deal-Making  |  The dollar value of mergers announced this summer was the lowest amount since financial markets began trembling in the summer of 2007. But the number of transactions was the second highest, reflecting a time of plentiful but small deals.
DealBook '

Facebook Allowed to Use Stock for Instagram Deal  |  A California regulator signed off on Facebook's deal to a cquire Instagram, allowing the social network company to use stock that has fallen significantly in value since the agreement was struck, The Wall Street Journal reports.
WALL STREET JOURNAL

Ryan Seacrest Said to Abandon Bid for Dick Clark Productions  |  The “American Idol” host, along with his private equity partners Thomas H. Lee Partners and Bain Capital, have withdrawn from the auction for Dick Clark Productions after performing due diligence, The Wall Street Journal reports, citing unidentified people familiar with the matter.
WALL STREET JOURNAL

French Banks Prepare to Pull Out of Greece  |  Société Générale was the latest, saying it was in advanced discussions to sell its 99.1 percent stake in Geniki Ban k, one of Greece's biggest financial institutions.
DealBook '

Johnson & Johnson to Acquire a Stake in Genmab  |  The Danish biotechnology company Genmab has struck a deal with Johnson & Johnson that could be worth more than $1.1 billion, Reuters reports. The pact, centering on the rights to a cancer agent, involves a transaction that would give Johnson & Johnson a 10.7 percent equity stake in the Danish company.
REUTERS

Daikin Shares Drop After Goodman Deal Is Announced  |  Daikin Industries may have finally gotten its wish by buying Goodman Global from the private equity firm Hellman & Friedman, but its shareholders do not seem as enthusiastic.
DealBook '

INVESTMENT BANKING '

S.&P.'s Onetime Credit Chief Departs  |  Mark Adelson, who was the chief credit officer at Standard & Poor's before he was demoted late last year, has left the company, Reuters reports. He had been a public critic of credit rating companies before he was given the chief credit officer role in May 2008, as S.&P. was looking to improve its rating methods during the financial crisis.
REUTERS

Bond Trading Firm Said to Court a Buyer  |  The bond trading company Gleacher is looking to sell itself and has approached at least one rival firm, Bloomberg News reports, citing two unidentified people with knowledge of the matter. Gleacher's top investor, the private equity firm MatlinPatterson Global Advisers, is said to be applying pressure for a sale.
BLOOMBERG NEWS

I.C.B.C. Reports Slower Growth in Profit  |  The Industrial & Commercial Bank of China said its income climbed 11 percent in the second quarter, the slowest quarterly earnings growth in three years, Bloomberg News reports.
BLOOMBERG NEWS

Blackstone Shifts Business Away From Knight  |  The Blackstone Group, one of the investors involved in the deal to rescue Knight Capital, moved certain securities away from the brokerage firm, in line with rules to prevent conflicts of interest, Bloomberg News reports.
BLOOMBERG NEWS

A Bet on Wells Fargo Pays Off for Berkshire Hathaway  |  Berkshire Hathaway's investment in Wells Fargo has been a source of growth for its stock portfolio, as other investments, like International Business Machines, have faltered, Bloomberg News reports.
BLOOMBERG NEWS

PRIVATE EQUITY '

Mitt Romney, Debt Creator?  |  In a Rolling Stone article, Matt Taibbi takes aim at Mitt Romney's record at Bain Capital, comparing that work to the candidate's rhetoric in the presidential election. Mr. Taibbi writes: “Romney has piled more debt onto more unsuspecting companies, written more gigantic checks that other people have to cover, than perhaps all but a handful of people on planet Earth.”
ROLLING STONE

Chinese Companies Give Priv ate Equity a Second Look  |  Chinese companies appear to be warming to the prospect of private equity deals, as it becomes more difficult for them to raise money through the stock market, The Wall Street Journal writes.
WALL STREET JOURNAL

Renesas Shares Leap on Reports of a Pending K.K.R. Investment  |  Reports that Kohlberg Kravis Roberts may ride in to help bolster the Japanese chip maker Renesas Electronics have given its shares a big boost.
DealBook '

Wisconsin Pension Exits Private Equity Investments  |  Wisconsin's pension board has sold $1 billion worth of its holdings, including positions managed by the Blackstone Group, K.K.R. and the Carlyle Group, Reuters reports.
REUTERS

Federal Contractors Attract Buyout Firms  |  Firms like CM Equity, the Carlyle Group and Cerberus Capital have been finding success investing in companies that sell services to the federal government, Bloomberg News reports.
BLOOMBERG NEWS

HEDGE FUNDS '

Hedge Fund Proposal Would Allow Secretive Enclave to Open Up  |  A new proposal outlined on Wednesday by the Securities and Exchange Commission would remove a longtime restriction barring hedge funds from marketing themselves in public.
DealBook '

Romney Turned Down an Offer to Lead a Hedge Fund  |  The New York Times reports: “Not long after Mitt Romney dropped out of the presidential race in early 2008, a titan of New York finance, Julian H. Robertson, flew to Utah to deliver an eye-popping offer. He asked Mr. Romney to become chief executive of his hedge fund, Tiger Management, for an annual salary of about $30 million, plus investment profits, according to two people told of the discussions.”
NEW YORK TIMES

City Officials to Discuss Bridgewater's Building Plans  |  Officials in Stamford, Conn., are set to meet on Thursday with the developer overseeing the construction of the new headquarters of Bridgewater Associates, the giant hedge fund, The New York Post reports. The project has stirred up controversy for interfering with a historic boat yard.
NEW YORK POST

I.P.O./OFFERINGS '

Yelp Surges After Lockup ExpiresYelp Surges After Lockup Expires  |  Shares rose 22.51 percent, its largest one-day gain since the company went public in March.
DealBook '

Facebook Co-Founder Sells More Shares  |  Dustin Moskovitz, one of the founders of Facebook who left to work on another start-up, has been steadily selling his Facebook position since the lockup expired. This week, he sold a total of 450,000 Class A shares, according to Reuters.
REUTERS

Japan Airlines Sets a Pri ce Range for Offering  |  At the high end of the range, the Japanese airline would raise $8.4 billion, making its offering the year's second biggest share sale after Facebook's, The Associated Press reports.
ASSOCIATED PRESS

Food Company Aims to Raise $100 Million in U.S.  |  Amira Nature Foods, a Dubai-based company that sells packaged Indian rice, said in a filing with the Securities and Exchange Commission that UBS Investment Bank and Deutsche Bank Securities would underwrite its I.P.O., Reuters reports.
REUTERS

VENTURE CAPITAL '

GSV Capital, Placing Bets on Start-Ups, FaltersGSV Capital, Placing Bets on Start-Ups, Falters  |  Global Silicon Valley, a closed-end mutual fund that offers ordinary investors a chance to own stakes in privately held companies, has been hit particularly hard by Facebook's troubles.
DealBook '

Training Students for Work in Start-Ups  |  A start-up called Boston Startup School is intended as a “finishing school” for young people hoping to work in Boston's tech scene. The program's first six-week session recently graduated 72 students, the You're the Boss blog writes.
NEW YORK TIMES YOU'RE THE BOSS

Poorest Countries Draw Computing Power From Amazon  |  It isn't just s tart-ups in the West that tap Amazon's cloud services; the Bits blog writes that tech companies in countries like Kenya and Nigeria, where the electronic grid is often unreliable, are using these supercomputers to power their businesses.
NEW YORK TIMES BITS

Cloud Security Company Attracts $38 Million  |  Zscaler, which provides businesses with security services for cloud-based computing, raised $38 million from a single investor, Lightspeed Venture Partners, according to TechCrunch.
TECHCRUNCH

LEGAL/REGULATORY '

Freeh Calls for Peace in Fight Over MF Global Money  |  Saying a legal battle was taking too long, Louis J. Freeh, the trustee of MF Global's holding c ompany, has called for a “global settlement” in the scramble to recover money from the bankrupt brokerage firm.
DealBook '

Citigroup in $590 Million Settlement of Subprime LawsuitCitigroup in $590 Million Settlement of Subprime Lawsuit  |  Plaintiffs said the bank failed to disclose its huge holdings in collateralized debt obligations.
DealBook '

Chinese Banks Snared in Money-Transfer Investigations  |  Prosecutors say they have found evidence suggesting that Chinese banks may have routed money on behalf of Iranian clients in violation of United States sanctions, The New Y ork Times reports.
NEW YORK TIMES

A Reprieve for New York Fed in Libor CaseA Reprieve for New York Fed in Libor Case  |  Congress has eased demands that the Federal Reserve Bank of New York turn over documents detailing interest rate manipulation at big banks, whittling down the request and granting more time.
DealBook '

In Exit, Dynegy Shareholders Look to Eke Out Something  |  While the revised bankruptcy plan will give shareholders 1 percent of Dynegy, some shareholders (along with the United States government) are objecting to provisions that would release management, direc tors and shareholders from legal liability, Stephen J. Lubben writes in the In Debt column.
DealBook '

No Shortage of Regulators in New York  |  When it comes to regulatory agencies, New York is a “crowded sandbox,” in the words of Steven M. Cohen, a former federal prosecutor. The number of watchdogs and prosecutors can sometimes lead to rivalries or turf battles, The Wall Street Journal writes.
WALL STREET JOURNAL

Out-of-Work Bankers Turn Toward Compliance  |  With jobs scarce on Wall Street, some unemployed bankers are taking roles where they help firms cope with new regulations under the Dodd-Frank Act, Bloomberg News writes.
BLOOMBERG NEWS

Is Romney's Pledge to Repeal Dodd-Frank Just Talk?  |  If elected president, then rather than repeal the financial overhaul, Mitt Romney “may give the financial industry something it wants more: a revamped Dodd-Frank that would accommodate some of the most profitable and riskiest activities while preserving a patina of protection for investors and consumers,” Bloomberg Insider writes.
BLOOMBERG INSIDER

Homeowners Found to Benefit From Foreclosure Settlement  |  The national foreclosure settlement struck earlier this year, in which big banks pledged $25 billion worth of help to struggling homeowners, has so far provided $10.5 billion of relief to more than 130,000 homeowners, according to a preliminary reported issued on Wednesday by the settlement monitor.
NEW YORK TIMES



Carlyle Agrees to Buy DuPont Performance Coatings for $4.9 Billion

Private equity firm Carlyle Group has struck a deal with DuPont to buy its DuPont Performance Coatings for $4.9 billion in cash.

The private equity firm said it was interested in Dupont's coating business because of the unit's technology, its brands, and its ability to expand in developing markets, such as China and Brazil. The business is expected to generate about $4 billion in revenue this year,

“DuPont Performance Coatings is a leader in the automotive and industrial coatings sectors with world-class products and customer service,” DuPont's chief executive Ellen Kullman said in a statement on Thursday. “After a careful review, however, we have determined that DPC's full growth potential would be best realized outside DuPont and through the sale to Carlyle.”

Over the years, Carlyle has made several bets in the industrial and transportation markets, including Allison Transmission and Hertz Global Holdings, which it acquired in 2005 and took publ ic in 2006. In July, Carlyle Group also partnered with BC Partners to buy Hamilton Sundstrand Industrial from United Technologies for $3.46 billion.

The deal is expected to close in the first quarter of next year.



Barclays Names C.E.O. Amid New Investigation

Barclays said on Thursday that it had appointed Antony Jenkins, an insider, to be its new chief executive, as the British bank seeks to move on from the interest-rate manipulation scandal that claimed its former head and a potentially damaging new investigation into the deal in which it raised capital to avoid a government bailout.

Mr. Jenkins, who heads the retail and business banking unit, is stepping into the top job immediately, the bank said. Barclays had been seeking a new chief since early June, when Mr. Jenkins' predecessor, Robert E. Diamond Jr., resigned abruptly.

Mr. Diamond's resignation came less than a week after the bank agreed to pay $450 million to settle accusations by U.S. and British authorities that it had sought to manipulate for its own benefit the London interbank overnight rate, an interest rate that serves as a benchmark for hundreds of billions of dollars of contracts and derivatives.

Barclays is the only bank so far to have ack nowledged complicity in the Libor manipulation, but the U.S. and British financial authorities are investigating other lenders in the case.

Mr. Diamond, an outspoken American investment banker who took over the top job at Barclays in September 2010, has been credited with helping to make Barclays into a major Wall Street player. But he became a symbol of executive excess in Britain, drawing a $10 million pay package last year at a time when the British government was cutting jobs and services in the name of austerity.

Even before the Libor scandal broke, Mr. Diamond had been booed and heckled by shareholders at the annual meeting in April, and more than a fourth of shareholders voted against awarding him the compensation package approved by Barclays' board.

In a statement, Mr. Jenkins acknowledged the challenges ahead, saying the bank had “made serious mistakes in recent years and clearly failed to keep pace with our stakeholders' expectations.”

H e added: “We have an obligation to all of those stakeholders - customers, clients, shareholders, colleagues and broader society - and a unique opportunity to restore Barclays' reputation by making it the ‘go to' bank in all of our chosen markets.”

He will be stepping directly into the hot seat. In addition to the Libor investigations, which could still yield criminal charges, and lawsuits connected with the case, Barclays said Wednesday said that the Serious Fraud Office, the British government agency that investigates and prosecutes white collar crime cases, “has commenced an investigation into payments under certain commercial agreements between Barclays and Qatar Holding LLC.”

The bank had already disclosed in its interim results last month that the Financial Services Authority, the British market watchdog, was investigating “Barclays and four current and former senior employees, including Chris Lucas, group finance director” regarding “the suf ficiency of disclosure in relation to fees payable under certain commercial agreements and whether these may have related to Barclays capital raisings in June and November 2008.”

Unlike its peers, Royal Bank of Scotland Group and Lloyds Banking Group, Barclays managed to avoid a government bailout in the dark days of 2008, despite taking on the scorched American assets of Lehman Brothers.

When British regulators ordered London banks to raise capital. Barclays turned to sovereign wealth funds in Abu Dhabi and Qatar. The bank raised a total of 4.5 billion pounds, or $7.1 billion, from Qatar in July and October 2008. Qatar Holdings is currently the largest shareholder in Barclays, with a 6.65 percent stake, according to Bloomberg data.

Barclays said last month that it “considers that it satisfied its disclosure obligations and confirms that it will cooperate fully with the FSA's investigation.”

Marcus Agius, the Barclays chairman, said in a stateme nt that Mr. Jenkins “stood out among a very competitive field of internal and external candidates,” and praised his role in developing the bank's strategy. Mr. Agius, who is also stepping down over the Libor scandal, is to be succeeded in November by David Walker.

The bank said Mr. Jenkins annual salary would be 1.1 million pounds, with an annual bonus of up to a maximum of 250 percent of his salary. He also stands to gain up to 400 percent of his annual salary under Barclays' long-term incentive program.

Mr. Jenkins started his finance career at Barclays in 1983, before moving to Citigroup in 1989, where he worked in both London and New York. He attended Oxford University, where he obtained a master's degree in philosophy, politics and economics. He also has an M.B.A. from the Cranfield Institute of Technology.

Shares of Barclays fell 0.9 percent in London morning trading.