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Manchester United Prices I.P.O. at $14 a Share

Manchester United priced its initial public offering at $14 a share on Thursday, valuing the 134-year-old English soccer team at about $2.3 billion, according to a person briefed on the matter.

The price is below the price range of $16 to $20 it outlined last week.

Underwriters decided to price the offering below the range after several institutions requested allotments late on Thursday afternoon, after the company's investor book had closed, this person said. Because of the perceived high quality of the potential shareholders, bankers decided to accommodate them at the lower price.

About 16.6 million shares are being sold in the offering. Its underwriters have the option of selling an additional 2.5 million shares to cover additional demand.

The shares will begin trading on the New York Stock Exchange on Friday under the ticker symbol “MANU.”

Shares of the team had traded on the London Stock Exchange until 2005, when Malcolm Glazer, an A merican who also controls the Tampa Bay Buccaneers football team, took the company private in a $1.45 billion buyout. Manchester United had previously considered listing in Hong Kong and Singapore before choosing the United States market.

Manchester United has been the most successful English soccer team of late, winning 19 league titles, Last season, however, it finished second to Manchester City. Still, it has attracted a large following around the world, selling more than 5 million licensed products in the last year.

The offering is being led by the Jefferies Group, Credit Suisse, JPMorgan Chase, Bank of America Merrill Lynch and Deutsche Bank.



Goldman Says S.E.C. Has Ended Mortgage Investigation

Goldman Sachs disclosed that an investigation into a $1.3 billion subprime mortgage deal has ended without an enforcement action.

The Securities and Exchange Commission‘s decision to forgo action is an about-face for the federal regulator. In February, the S.E.C. notified Goldman that it planned to pursue a civil enforcement action over the deal, a package of subprime mortgages in Fremont, Calif., that the bank sold to investors in 2006.

The S.E.C. was examining whether Goldman misled investors into thinking the mortgage securities were a safe bet. At the time, Goldman said it would fight to convince regulators that they were mistaken.

On Monday, the bank learned that it was successful. Goldman was “notified by the S.E.C. staff that the investigation into this offering has been completed,” the bank said in a quarterly filing released on Thursday, “and that the staff does not intend to recommend any enforcement action.”

The announcement is the latest indication that federal investigations into the financial crisis are petering out as the deadline to file cases approaches. While the S.E.C. has brought more than 100 financial crisis-related cases, including a major action against Goldman in 2010, the agency was aiming to take a final crack at punishing Wall Street for its role in the crisis.

After President Obama announced the creation of a special task force in January to investigate the residential mortgage mess, the S.E.C. and other authorities vowed to hold the banks accountable. Wall Street packaged and sold subprime mortgages to investors, as well as the government-owned mortgage finance giants Fannie Mae and Freddie Mac, which suffered billions of dollars in losses.

Goldman's Fremont deal, known as Fremont Home Loan Trust 2006-E, was one piece of a broader investigation into the mortgage-backed securities. Wells Fargo and JPMorgan Chase have also received warnings of potential action by the S. E.C.

“Mortgage products were in many ways ground zero in the financial crisis,” Robert Khuzami, the agency's enforcement director, said at a news conference for the task force.

The agency, along with other federal regulators and the Justice Department, is also pursuing an array of other cases stemming from the financial crisis.

The banks face an international inquiry into interest-rate rigging. More than a dozen banks around the world are under investigation for manipulating a benchmark rate to bolster profits and deflect concerns about their health. In June, British and American authorities delivered the opening blow in the case, fining Barclays $450 million for its efforts to manipulate the London interbank offered rate, or Libor.

In a regulatory filing on Thursday, JPMorgan further outlined its exposure to the case. While the bank has previously disclosed that it received subpoenas and requests for interviews from an array of authorities - incl uding the S.E.C., Justice Department, Commodity Futures Trading Commission and regulators overseas - the bank revealed new details on Thursday about its exposure to private litigation.

JPMorgan said that brokerage firms and local towns that sued the bank, claiming they lost money because of problems with Libor, have cited wrongdoing starting in 2005. Until now, the bank said the scrutiny dated back to 2006.

Goldman is not involved in the Libor case. The bank, however, is not yet off the hook for the Fremont deal. Last year, the regulator overseeing Fannie and Freddie filed suits against 17 financial firms that sold the mortgage giants nearly $200 billion in mortgage-backed securities that later soured. In its action against Goldman, the Federal Housing Finance Agency cited the Fremont investment.

Still, the announcement on Thursday is welcome news for Goldman, allowing the bank to avoid another major battle with the S.E.C. over the mortgage crisis. In 2010, Goldman paid $550 million to settle accusations that it sold a mortgage investment that was intended to collapse. The bank, the S.E.C. said, failed to disclose to investors that the hedge fund manager John Paulson had helped create - and bet against - the deal.



Ex-Goldman Programmer Is Arrested Again

The legal odyssey of Sergey Aleynikov, the former Goldman Sachs programmer, took a surprising turn on Thursday, when the Manhattan district attorney charged him with state crimes related to his downloading computer code from his onetime employer.

The charges come less than six months after an appeals court overturned Mr. Aleynikov's conviction on federal criminal charges related to the identical conduct.

“If you're Sergey Aleynikov you have to be thinking, ‘why did he ever leave Russia?'” Kevin Marino, his lawyer, said standing on the courthouse steps on Thursday beside his client, who emigrated to the United States two decades ago.

“But be that as it may, we look forward to vigorourously defending him against these charges,” Mr. Marino said.

The district attorney charged Mr. Aleynikov with the unlawful use of secret scientific material, a felony under New York state law. If convicted, he could serve between one and four years in prison.< /p>

“This code is so highly confidential that it is known in the industry as the firm's ‘secret sauce,”' said Cyrus R. Vance, the Manhattan district attorney. “Employees who exploit their access to sensitive information should expect to face criminal prosecution in New York State.”

Both Mr. Vance and Preet Bharara, the United States attorney in Manhattan, have made the prosecution of corporate espionage and high-tech theft a top priority of their offices.

Mr. Aleynikov was arraigned on Thursday afternoon at state criminal court in lower Manhattan. Wearing a T-shirt, shorts and handcuffs, the wiry and bearded Mr. Aleynikov stood silently. His lawyer, Mr. Marino, said his client was not guilty and asked the judge to release him on bail pending further proceedings.

Judge Robert Mandelbaum ordered Mr. Aleynikov to forfeit his passport and released him on a $35,000 bond.

Mr. Aleynikov, 42, has already served jail time for his misconduct.

Federal authorities arrested Mr. Aleynikov more than three years ago after Goldman reported him to the United States attorney in Manhattan. He was accused him of stealing the bank's highly confidential code for its high frequency trading operations when he left the bank to join a start-up. The case shined a spotlight on high-frequency trading, which uses complex computer algorithms to make thousands of lightning-fast trade that exploit tiny price discrepancies.

After a federal jury convicted Mr. Aleynikov in December 2010, he served one year of an 8-year sentence in at a federal prison in Fort Dix, N.J. But in February, an appeals court reversed his conviction, ruling that prosecutors misapplied the federal corporate-espionage laws against Mr. Aleynikov.

”In prison you learn to appreciate your life day by day,” Mr. Aleynikov said after being set free earlier this year. ”Today is a victory, but tomorrow you never know.”

It is unusual, yet hardly unp recedented, for federal and state prosecutors to bring criminal charges against a defendant connected to the same set of facts. The “dual sovereignty doctrine” permits different sovereigns - in this case, the United States and New York state - to pursue charges for the same conduct.

For instance, after a state jury cleared a group Los Angeles police officer of misconduct in the beating of Rodney King, federal prosecutors brought civil charges against the officers and secured two guilty verdicts.

There are rare circumstances, however, in which federal and state prosecutors can violate the United States Constitution's protection against double jeopardy, which holds that a citizen cannot be tried twice for the same crime. A federal appeals court in Manhattan has ruled that double jeopardy may be violated despite single prosecutions by separate sovereigns when one prosecuting sovereign can be said to be acting in concert.

Joshua Dressler, a criminal law pro fessor at Ohio State University, said that it is highly unlikely that the separate federal and state prosecutions would violate the Constitution.

“It's very rare that double jeopardy would come into play in a case like this,” Mr. Dressler said. “The Supreme Court decided this in 1922 and it's been settled law ever since.”

Yet Mr. Marino emphasized the double jeopardy issue during Thursday's arraignment. He accused the Manhattan district attorney's office of acting as a tool of the United States Department of Justice and said this prosecution violated the double jeopardy clause. He told the judge that his client was preparing to file malicious-prosecution lawsuits against Goldman Sachs and the federal government.

Mr. Marino has always acknowledged that his client made a mistake in violating Goldman's confidentiality rules, but continues to maintain that he did commit any crimes and that Goldman had suitable remedies in civil court.

Some lawyer s on Thursday said that they weren't too surprised by second set of charges brought by the Manhattan district attorney against Mr. Aleynikov. They cited the interest of both Mr. Bharara and Mr. Vance in the area of intellectual-property theft. And because the federal appeals court ruled that the facts in this case did not fit the federal computer-theft statutes, it made sense that the state prosecutor would use his own tools to charge Mr. Aleynikov.

“This is an exceptionally justifiable reason for the state prosecutor to use a state law to bring a prosecution,” said Mr. Dressler, the Ohio State professor.

On Thursday, Mr. Marino called the prosecution “fishy.” Standing on the state courthouse steps just a few hundred yards from the federal courthouse where Mr. Aleynikov had been tried last year, he accused the two offices of colluding against his client.

“It's hard to imagine that it's come to this,” said Mr. Marino. “Things don't work out for the govenrment in the federal case so you go around the corner and charge him in state court.”



JPMorgan\'s Mystery Number in Derivatives

There is one number that JPMorgan Chase apparently doesn't want outsiders to know: the overall size of the derivatives bets that have led to large losses and much reputational damage for the bank.

Since May, JPMorgan executives have spent a lot of time discussing the troubled trades, which were executed in London by traders that worked for a unit of the bank called the chief investment office. In July, the bank said that losses on its botched trades had reached $5.8 billion and could grow.

Despite, or perhaps because of, the damage the bets have caused, the executives have been loath to put dollar amounts on the positions. By revealing them, investors would have been better informed of the risks the bank was taking, and more able to test the assertions of management that the situation was under control.

Anyone craving clear-cut numbers may have had hopes for the bank's quarterly filing with the Securities and Exchange Commission, which came out Thursday. Sometimes companies reveal certain numbers in such filings to ensure they are in compliance with regulatory disclosure requirements. But, once again, the size of JPMorgan's position in the bad bets was not broken out.

In fact, in the second quarter filing, JPMorgan continued to use a disclosure practice that could prevent investors from detecting in the future whether the bank was pursuing the sort of derivatives strategy that got it into hot water. The disclosure issue revolves around hedges, or the trades banks make to offset potential losses elsewhere in the bank.

When JPMorgan first started to talk about the botched trades - some of which are still open positions they are trying to unwind - the bank said that they had grown out of hedges aimed at protecting the bank against losses on the bank's large bond portfolio. The problem is that these hedges did not appear in the voluminous disclosures that JPMorgan regularly makes about its hedges. If they had ap peared there, the bank would almost certainly have had to quantify their size, as they do with other hedges.

Instead, for some reason, JPMorgan combined its holdings in the botched trades with client-related positions. This made it impossible for outsiders to track whether JPMorgan was scaling up the size of its hedges in an ill-advised manner. They still can't. The second-quarter filing still says the bets in question were mixed in with “market-making” derivatives.

Outsiders can try to make guesses based on the movements of the aggregated trade numbers. These numbers split out two categories of credit bet: a bullish type that makes money if the market thinks companies and countries are getting more creditworthy, and a bearish type that makes money when the opposite happens. JPMorgan started piling on far more bullish than bearish trades earlier this year. It had $65 billion more bullish than bearish credit bets at the end of 2011.

The London traders t hen stepped up their aggressive strategy. At the close of the first quarter, its bullish trades ended up being $148 billion in excess of the bearish ones. Then, as JPMorgan tried to deal with the controversy and the losses, it appears to have dumped nearly $142 billion of bullish bets, leaving them just $10 billion in excess of the bearish ones.

The need to be able to see hedges also has increasing regulatory importance. The Volcker Rule, which aims to stop banks from trading speculatively for themselves, allows banks to do trades if they are for hedging. Presumably, JPMorgan is now telling its regulators which of its credit derivatives are hedges and which aren't. If the bank isn't, it's a scandal, but if it is, there is no reason investors should not also be party to such information.

Of course, JPMorgan isn't likely to pile up large speculative derivatives positions any time soon. But investors should be able to check for themselves whether a bank has truly ch anged its ways. Despite everything, they still can't with JPMorgan.



Barclays Names a New Chairman

LONDON â€" Barclays said on Thursday that it had appointed David Walker as its next chairman.

The announcement follows the resignation of the firm's current chairman, Marcus Agius, and a number of other senior executives, including Barclays' chief executive Robert E. Diamond Jr., in connection to the rate-rigging scandal that has engulfed the British bank.

By selecting Mr. Walker, a former top official at the Bank of England, the country's central bank, Barclays is attempting to answer questions about the internal culture at the firm, which led to the manipulation of the London interbank offered rate, or Libor.

Senior British officials had raised questions about the management style of Mr. Diamond, with concerns dating to his appointment to the top spot in late 2010, according to documents released by the Bank of England.

Scrutiny of Mr. Diamond and the firm's governance came months â€" and in one case, years â€" before Barclays came under fire for trying to manipulate key interest rates.

The appointment of Mr. Walker, who will take over as chairman at the beginning of November, comes in response to questions from regulators. The British banker will be in charge of finding a replacement for Mr. Diamond as chief executive for the bank.

Mr. Walker has decades of experience that he will have to draw upon for the new role.

He has led to government-mandated reviews into practices of the country's financial services industry, as well as an inquiry into the Royal Bank of Scotland, which is 82 percent owned by the government after receiving a bailout.

He has called on banks to disclose more information about the bonuses that they pay top executives, and is well respected within the industry as a corporate governance expert.

“David commands great respect within the financial services industry and will bring immense experience, integrity and knowledge to the role,” Mr. Agius said in a statement.

Mr. Walker, 73, is the former chairman of Morgan Stanley International, and currently hold a senior adviser position at the American bank. He also has held senior posts at the Lloyds Banking Group and the pension firm Legal & General.

As part of the transition, Mr. Walker will become a non-executive director at Barclays from the beginning of Setpember, before assuming the chairmanship later this year. While the firm continues to search for a new chief executive, it is unlikely that a final decision will be made on who will take over the top spot until Mr. Walker assumes his responsibilities.

The British bank has moved quickly in finding a replacement for Mr. Agius, who was the first Barclays executive to resign over the Libor scandal.

After agreeing to a $450 million settlement with American and British authorities in late June in connection with the manipulation of Libor, Barclays has remained under fire from politicians on both sides of the Atlanti c.

Last month, Mr. Aguis said the firm's top priority was to find a new chairman before turning its attention to the search for a chief executive.

By appointing Mr. Walker, Barclays is hoping to draw a line under the Libor investigation, which has raised questions about the governance at the British bank.

Local regulators had highlighted problems with the firm's corporate governance, including efforts to avoid paying around $770 million in taxes and questioned some of the bank's accounting methods.

“Barclays often seems to be seeking to gain advantage through the use of complex structures, or through arguing for regulatory approaches, which are at the aggressive end of interpretation of the relevant rules and regulations,” Adair Turner, chairman of the Financial Services Authority, the country's regulator, said in the letter to Mr. Agius earlier this year.



How to Make Your Lost Phone Findable

Last week, I lost my iPhone on a train. I used Apple's Find My iPhone feature to track it to a house in suburban Maryland, and the local police were able to return it to me. Because I'd tweeted about these developments, the quest for the phone became, much to my surprise, an Internet-wide, minute-by-minute real-life thriller. (You can read the whole story here.)

Several readers wrote to ask how to set up their own phones to be findable. As you'd guess, given last week's experience, I have some strong feelings about the importance of setting up Find My iPhone or the equivalent on Android phones.

First, though, some caveats.

These phone-tracking systems work only if your lost phone is turned on and online; if its battery is dead or it's powered off, it can't see the Internet and can't show you its location.

Furthermore, professionals know about Find my iPhone. As soon as they steal a phone, they connect it to a computer runn ing the iTunes program and wipe it, so that Find My iPhone won't work anymore.

All right - duly warned? Here's how you set things up. iPhone first.

First, you need a free iCloud account; sign up at www.icloud.com. You'll provide your e-mail address and a password that you make up.

Now, on the iPhone or iPad, open Settings. Tap iCloud. Scroll down and turn on Find My iPhone. When the phone asks if you're sure, tap Allow.

While you're at it, you might consider tapping Settings (top left corner) to back out to the main Settings screen; then tap General, tap Passcode Lock and give your phone or tablet a password.

I was very glad I had protected my phone this way when it got lost; the password meant the thief couldn't actually use the phone or access my e-mail, photos and so on.

All right. Now suppose the worst has come to pass. Your phone is gone.

Go to any computer and log into icloud.com. (Or use the Find My iPhone app on another iPhon e or iPad.) There, when you click Find My iPhone, you'll see the location of your phone on a map. You can switch to satellite-photo view to see the actual building or land.

If the phone is offline, a check box lets you request an e-mail alert if the phone ever pops back online. That's precisely how I found my own phone. The thief turned it off on a Monday, so I couldn't use Find My iPhone. On Thursday, an e-mail message let me know it had been turned back on, and showed me where it was.

Often, the phone is somewhere in your car or your house. If that's the case, you can make it ping loudly for two minutes, even if it the ringer was on Mute, and even if the phone is asleep.

You can also make a message pop up on the screen; if you left the phone in a taxi or a meeting room, for example, you can offer a reward this way, or transmit your phone number. If a well-meaning person finds your phone, you might get it back.

If you didn't protect the phone with a password, you can either click Lock (to password-protect the phone by remote control) or, if you're really concerned, click Remote Wipe. That's a means of erasing the phone by remote control. So the bad guy gets away with your phone, but your e-mail, photos and other digital treasures remain private. Of course, at that point, you can no longer find the phone or send messages to it using Find My iPhone.

If you have an Android phone, you have to visit Google Play, the new name for the Android app store, and download an app in advance. One great, free option is Find My Droid. Despite the name, it works on any recent Android phone.

If your phone gets lost, you text a password to the phone to activate the app. Suddenly your ringer turns on at maximum volume and rings for 30 seconds. You can send a different code to request a link to the phone's location; you get coordinates and a link to a Google map. The Remote Wipe feature requires the Pro version, $4.

Another app, Plan B, lets you see where your Android phone is, in much the same way, but you can download it after the phone's gone missing. That's right; you can remotely download it. When you do, the app self-opens and sends the phone's location to your registered Gmail address.

These apps are amazing; they even out the odds of recovery when your phone has gone missing. A couple of readers even felt sorry for the person who took my phone, maintaining that Find My iPhone rendered him hopelessly outmatched, and asserting that it was an invasion of his privacy for me to be able to see where he took my phone.

Still, many readers shared Find My iPhone failure tales. The phone may not be turned on. The bad guy may be smart enough to erase it. And there may be no way of recovering the phone, even if you know where it is. Even if you provide the phone's location, some police departments will help you get it back, and others won't.

These problems could be overcome. Polic e help recover jewelry, cars and other stolen goods - why not expensive cellphones?

And the cellphone carriers know where our phones are at all times, even when the phone has been erased; they can track the phone's serial number. At the moment, however, the Verizons and AT&T's of the world have no interest in using that information to help you recover your lost phone. Why should they? If it's lost, you'll buy another one.

In other words, fewer phones will be stolen or lost, and more will be recovered, if society comes to its senses. But for that to happen, we need more than Find My iPhone; we need Find My Common Sense.



Carlyle Said to Strike Deal for TCW

The Carlyle Group is expected to announced on Thursday that it will buy the TCW Group, a Los Angeles-based investment manager, from Société Générale of France, according to a person with direct knowledge of the matter.

Carlyle is expected to partner on the deal with TCW's management team, which will increase its already substantial stake in the investment firm, this person said. The buyout firm plans to buy TCW as a portfolio company, rather than adding it to its own operations.

The transaction will conclude a months-long sales process for TCW, which has some $130 billion in assets and counts some of the nation's biggest pension and endowment funds among its clients. The company sold a controlling stake to Société Générale in 2001 for about $880 million.

Under pressure to raise additional capital, the French bank has been exploring the divestiture of noncore assets. Several private equity firms had participated in an auction of TCW, people briefed on the matter said previously, with Carlyle taking the lead in recent weeks.

For the past two years, TCW has been locked in a lengthy legal battle with Jeffrey Gundlach, the former head of its fixed-income department. It fired Mr. Gundlach, one of the nation's most prominent bond investors, in December 2009 following a lengthy feud.

TCW subsequently sued Mr. Gundlach for breach of fiduciary duty and theft of trade secrets, accusing him and several members of his team of stealing confidential client data and proprietary trading systems to set up a new firm, DoubleLine Capital. More than 40 TCW employees eventually followed Mr. Gundlach to DoubleLine. Mr. Gundlach counter-sued, arguing that he was owed millions of dollars in unpaid fees for his work at TCW.

In September, a jury in Los Angeles delivered a mixed decision in the civil trial, finding Mr. Gundlach liable for breach of fiduciary duty, but also awarding him $66.7 million in damages in the countersu it. Later this month, a federal judge will decide whether TCW is entitled to more than $80 million in royalties from Mr. Gundlach.

Despite some of its legal triumphs, TCW has struggled to maintain its prominence since Mr. Gundlach's departure. To help replace the team that formed DoubleLine, TCW purchased Metropolitan West Asset Management in 2009.

News of the transaction's timing was reported earlier by The Wall Street Journal.



Goldman Cleared in Mortgage Investigation

Goldman Sachs disclosed that it was cleared of wrongdoing from an investigation into a $1.3 billion subprime mortgage deal, a surprising victory for the bank.

The Securities and Exchange Commission's decision to forgo action is an about face for the federal regulator. In February, the S.E.C. notified Goldman that it planned to pursue a civil enforcement action over the deal, a package of subprime mortgages in Fremont, California that the bank sold to investors in 2006.

The S.E.C. was examining whether Goldman misled investors into thinking the mortgage securities were a safe bet. At the time, Goldman said it would fight to convince regulators that they were mistaken.

On Monday, the bank learned that it was successful. Goldman was “notified by the S.E.C. staff that the investigation into this offering has been completed,” the bank said in a quarterly filing released on Thursday, “and that the staff does not intend to recommend any enforcement action. ”

The announcement is the latest indication that federal investigations into the financial crisis are petering out as the deadline to file cases approaches. While the S.E.C. has brought more than 100 financial crisis-related cases, including a major action against Goldman in 2010, the agency was aiming to take a final crack at punishing Wall Street for its role in the crisis.

After President Obama in January announced the creation of a special task force to investigate the residential mortgage mess, the S.E.C. and other authorities vowed to hold the banks accountable. Wall Street packaged and sold subprime mortgages to investors, as well as the government-owned mortgage finance giants Fannie Mae and Freddie Mac, which ultimately suffered billions of dollars in losses.

Goldman's Fremont deal, known as Fremont Home Loan Trust 2006-E, was one piece of a broader investigation into the mortgage-backed securities. Wells Fargo and JPMorgan Chase have also receiv ed warnings of potential action by the S.E.C.

“Mortgage products were in many ways ground zero in the financial crisis,” Robert Khuzami, the agency's enforcement director, said at a press conference for the task force.

The agency, along with other federal regulators and the Justice Department, is also pursuing an array of other cases stemming from the financial crisis.

The banks currently face an international inquiry into interest rate rigging. More than a dozen banks around the world are under investigation for manipulating a key benchmark to bolster profits and deflect concerns about their health. In June, British and American authorities delivered the opening blow in the case, fining Barclays $450 million for its attempts to game the London interbank offered rate, or Libor.

In a regulatory filing on Thursday, JPMorgan further outlined its exposure to the case. While the bank has previously disclosed that it received subpoenas and requests for interviews from an array of authorities - including the S.E.C., Justice Department, Commodity Futures Trading Commission and regulators overseas - the bank revealed new details on Thursday about its exposure to private litigation.

JPMorgan said that brokerage firms and local towns that sued the bank, claiming they lost money because of problems with Libor, have cited wrongdoing starting in 2005. Until now, the bank said the scrutiny dated back to 2006.

Goldman is not involved in the Liobor case. The bank, however, is not yet off the hook for the Fremont deal. Last year, the regulator overseeing Fannie and Freddie filed suits against 17 financial firms that sold the mortgage giants nearly $200 billion in mortgage-backed securities that later soured. In its action against Goldman, the Federal Housing Finance Agency cited the Fremont investment.

Still, the announcement on Thursday is welcome news for Goldman, allowing the bank to avoid another major battle wi th the S.E.C. over the mortgage crisis. In 2010, Goldman paid $550 million to settle accusations that it sold a mortgage investment that was intended to collapse. The bank, the S.E.C. said, failed to disclose to investors that the hedge fund giant John Paulson had helped create - and bet against - the deal.



E*Trade Replaces CEO Amid Turnaround Effort

E*Trade has abruptly replaced its chief executive, as the beleaguered online brokerage continues to overhaul its business.

On Thursday, E*Trade named Frank J. Petrilli, the board chairman, the interim leader, following the departure of Steven J. Freiberg. The company has started a search for a permanent C.E.O.

“E*Trade is a fantastic company with an enduring and iconic brand, a top-notch product and service offering, and a dedicated senior management team,” Mr. Petrilli said in a statement. “The company recently implemented a refined business strategy, centered on strengthening the firm's financial position, while continuing to focus on the core brokerage business.

The management shake-up comes as E*Trade tries to find its footing.

The brokerage has been struggling since the collapse of the housing market. The company, which also owns a savings and loan, ventured heavily into mortgages, a move that left the company reeling in 2007. At the time , Citadel, the hedge fund, stepped in with $2.5 billion in aid.

But the relationship between the two firms soured. Last year, Citadel, which was founded by Kenneth C. Griffin, publicly pushed the brokerage to change to its board and sell itself. In a letter, the hedge fund said E*Trade directors had “squandered” a “phenomenal franchise.”

Following the criticism, E*Trade hired Goldman Sachs to help explore a potential deal. But ultimately the brokerage called off plans to sell itself and decided to implement its own turnaround effort.

Since then, the company has made some strides to refocus its business and cut costs. But its shares have struggled, falling to roughly $8 from a peak of more than $12. On Thursday, the stock jumped more than 6 percent on news of the management change.

Mr. Petrilli, the former chief executive of Surge Trading who has been board chairman since January, said the board needed a “new leader to guide the company throu gh the next phase of its evolution.” The search committee include Mr. Griffin, Mr. Petrilli and three other board members.



National Oilwell Varco to Buy Robbins & Myers for $2.5 Billion

National Oilwell Varco agreed on Thursday to buy Robbins & Myers, a maker of oil well drilling equipment, for about $2.5 billion, as deal-making in the energy sector continues unabated.

Under the terms of the deal, National Oilwell will pay $60 a share in cash, a 28 percent premium to Robbins & Myers' closing price on Wednesday.

It is the latest deal in the oil patch, as a slew of companies seek to take advantage of a boom in drilling for oil and natural gas, especially in hardened rock formations untapped by previous generations.

National Oilwell has been among the more active buyers. Since 2010, the company has made 13 deals, according to data from Standard & Poor's Capital IQ.

Based in Dayton, Ohio, Robbins & Myers specializes in making critical industrial parts like valve controls and grinders.

“Robbins & Myers has many complementary products with those National Oilwell Varco currently offers the industry,” Pete Miller, National Oilwel l's chairman and chief executive, said in a statement. “We feel that our combined manufacturing infrastructure and portfolios of technology will further advance our presence in the oil and gas markets we serve.”

Robbins & Myers' biggest shareholder, M.H.M. & Company, which owns a 10 percent stake, has agreed to the deal. About two-thirds of the company's shareholders must also sign on. The deal is expected to close in the fourth quarter.

National Oilwell was counseled by the law firm Fulbright & Jaworski, while Robbins & Myers was advised by Citigroup and the law firm Thompson Hine.



A Call for More Equity in Big Banks

By SIMON JOHNSON

Simon Johnson is the Ronald A. Kurtz Professor of Entrepreneurship at the M.I.T. Sloan School of Management and co-author of “White House Burning: The Founding Fathers, Our National Debt, and Why It Matters to You.”

Proponents of the status quo in the financial sector just cannot catch a break. Early August is supposed to be a time when regulators and markets slow down, or perhaps even take a vacation. But this year news of mismanagement or worse continues to emerge from complex financial institutions.

It's time for a new approach to bank capital. A proposal by two United States senators is not a panacea, but it would have a significant effect on big banks and how they operate.

Earlier this week, Standard Chartered, a large global bank (about $600 billion in total assets) based in Britain was accused of breaking American law in its dealings with Iran and other countries under financial sanctions imposed by th e United States.

The complaint, lodged by New York State's Department of Financial Services, suggests that the bank's executives deliberately deceived regulators. The complaint says in part:

For almost 10 years, SCB schemed with the Government of Iran and hid from regulators roughly 60,000 secret transactions, involving at least $250 billion and reaping SCB hundreds of millions of dollars in fees. SCB's actions left the U.S. financial system vulnerable to terrorists, weapons dealers, drug kingpins and corrupt regimes, and deprived law enforcement investigators of crucial information used to track all manner of criminal activity.

If these accusations are correct, someone was taking huge risks with the bank's reputation by breaking the law.

StanChart, as the bank is sometimes known, is pushing back hard against these accusations. This reminds me of Robert E. Diamond Jr., the chief executive at Barc lays, who came under pressure and responded by trying to take on the Bank of England - until he was forced out.

Bankers benefit from a great deal of state protection and subsidies. It is unwise for them to break the rules and then turn on the people seeking to enforce the law. Standard Chartered's banking license in the United States could easily be revoked - and it should be revoked if the charges are accurate.

At the same time, the near failure in recent days of Knight Capital further illustrates the risks inherent in running a complex securities trading operation. Some sort of programming error resulted in the company's buying stocks it did not want and quickly suffering large losses of about $440 million. The Securities and Exchange Commission understandably declined to let the company have a “do over,” i.e., withdraw the trades.

Brad Hintz, a banking analyst at Sanford C. Bernstein & Company, drew one lesson:

Knight Capital should remind investors how the investment banks became bank holding companies four years ago; markets froze, confidence was lost, funding dried up and a reluctant central bank was forced to step in to save the U.S. capital markets.

Mr. Hintz is right that “as investors learned in 2008-2009, the most significant risk to any major broker-dealer is a loss of confidence.” But he then draws the policy conclusion that securities trading operations should remain inside megabanks, where they can be backed by essentially unlimited credit from the Federal Reserve.

It's precisely the prospect of unlimited and typically unconditional support from central banks that encourages moral hazard - meaning that bank management is not sufficiently careful. If we increase the government backing and implicit subsidies for megabanks, will they take bigger or smaller reckless risks? What would you do?

A much better approach would be to force large financial institution s to increase their equity funding relative to how much they borrow. When the business is riskier and when its failure would have more dire consequences for the economy, we want any potential bankruptcy to become much less likely.

Senators Sherrod Brown, Democrat of Ohio, and David Vitter, Republican of Louisiana, made this point in a powerful letter this week to Ben Bernanke, the Federal Reserve chairman. With regard to the Fed's proposed rules for how large banks fund themselves, the senators write:

We urge you to revisit your proposed rule and modify it so that megabanks fund themselves with proportionately more loss-absorbing capital per dollar of assets than smaller regional or community banks. The surcharge on the megabanks should be high enough that it will either incent them to become smaller or will help to ensure they can weather the next crisis without another taxpayer bailout.

The letter is well argued and should be requ ired reading for everyone concerned about financial sector stability. “More capital” is sometimes used as a rhetorical smokescreen by people who actually do not want any reform; in contrast, Senators Brown and Vitter are pressing the Fed on the right specifics - and for amounts of equity funding that would really make a difference.

Highly leveraged financial institutions do not have the incentive to be careful; their executives get the upside when things go well, and the downside is someone else's problem. Executives and traders in megabanks are paid based on their return on equity unadjusted for risk.

As Anat Admati and her colleagues have been asserting, these executives want to have less equity and more debt, and they don't care about how this affects the rest of the financial system.

Bigger banks are more dangerous. They should either have to fund themselves with much more equity or break themselves up. Their executives can choose.

The financi al sector should take up this issue because megabank behavior has become so bad that it damages everyone's business. Investor confidence has taken a beating precisely because highly leveraged financial institutions get into so much trouble. As Dennis Kelleher of Better Markets put it on his blog:

It's not the fundamentals or computer trading or Wall Street misconduct or one scandal after another. It is the fundamentals and computer trading and Wall Street scandals and lots more. To ignore or deny the effect of the daily drumbeat of Wall Street mishaps and misconduct like the Knight Capital implosion, JPMorgan's London Whale losses, the metastasizing Libor Scandal, HSBC and Standard Chartered criminal conduct, plus the Facebook and BATS listings debacles and high-frequency trading incidents like the Flash Crash (not to mention the rot revealed by the 2008 financial crisis like no-accountability bailouts and Goldman's Abacus deal) is to deny reality, how inv estors think and how markets work.

Fair or unfair, all of those incidents plus the lousy fundamentals combine to give people the impression or belief that the markets are a bad investment, that they are rigged, that the professional insiders have an advantage, that whoever has the fastest computer wins and that individuals and ordinary investors just don't stand a chance.

As Senators Brown and Vitter suggest, we should increase the required equity funding for megabanks to make them safer, to improve their behavior, and to help restore investor confidence. More equity funding for megabanks is not sufficient; we need more taxpayer safeguards, including regulatory fail-safes. But it is essential if these banks are ever to become better run.



With Rate Twist, Banks Increase Mortgage Profit

Interest rates on mortgages and refinancing are at record lows, giving borrowers plenty to celebrate. But the bigger winners are the banks making the loans.

Banks are making unusually large gains on mortgages because they are taking profits far higher than the historical norm, analysts say. That 3.55 percent rate for a 30-year mortgage could be closer to 3.05 percent if banks were satisfied with the profit margins of just a few years ago. The lower rate would save a borrower about $30,000 in interest payments over the life of a $300,000 mortgage.

“The banks may say, ‘We are offering you record low interest rates, so you should be as happy as a clam,' ” said Guy D. Cecala, publisher of Inside Mortgage Finance, a home loan publication. “But borrowers could be getting them cheaper.”

Mortgage bankers acknowledge that they are realizing big gains right now from home loans. But they say they cannot afford to cut rates even more because of the higher expenses resulting from stiffer regulations.

“There is a much higher cost to originating mortgages relative to a few years ago,” said Jay Brinkmann, chief economist at the Mortgage Bankers Association, a group that represents the interests of mortgage lenders.

The jump in revenue for the banks is not coming from charging consumers higher fees. Instead, it comes from the their role as middlemen. Banks make their money from taking the mortgages and bundling them into bonds that they then sell to investors, like pensions and mutual funds. The higher the mortgage rate paid by homeowners and the lower the interest paid on the bonds, the bigger the profit for the bank.

Mortgage lenders may also be benefiting from less competition. The upheaval of the financial crisis of 2008 has led to the concentration of mortgage lending in the hands of a few big banks, primarily Wells Fargo, JPMorgan Chase, Bank of America and U.S. Bancorp.

“Fewer players in the mo rtgage origination business means higher profit margins for the remaining ones,” said Stijn Van Nieuwerburgh, director of the Center for Real Estate Finance Research at New York University.

Mary Eshet, a spokeswoman for Wells Fargo, said the mortgage business remains competitive. “The only way we can effectively grow our business and deliver great service to customers is by offering market competitive rates,” she said.

The other three banks declined to comment. But the banks are benefiting from the higher mortgage gains. Wells Fargo reported $4.8 billion in revenue from its mortgage origination business in the first six months of the year, an increase of 155 percent from $1.9 billion in the first six months of 2011. JPMorgan Chase and U.S. Bancorp, the other big lenders, are also reporting very high levels of mortgage origination revenue. Wells Fargo made 31 percent of all mortgages in the 12 months through June, according to data from Inside Mortgage Finan ce.

“One of the reasons that the banks charge more is that they can,” said Thomas Lawler, a former chief economist of Fannie Mae and founder of Lawler Economic and Housing Consulting, a housing analysis firm.

The banks are well positioned to profit because of their role in the mortgage market. After they bundle the mortgages into bonds, the banks transfer nearly all of the loans to government-controlled entities like Fannie Mae or Freddie Mac. The entities, in turn, guarantee the bond investors a steady stream of payments.

The banks that originated the loans take the guaranteed bonds, called mortgage-backed securities, and sell them to investors. The banks nearly always book a profit when the bonds are sold.

The mortgage industry has a yardstick for measuring the size of those profits. It compares the mortgage rates paid by borrowers and the interest rate on the mortgage bond - a difference known in the industry as the spread.

For example, a bank may lend money to homeowners at a 3.6 percent interest rate. After bundling those mortgages, the bank may then sell them in bonds that have an interest rate of 2.8 percent. The lower interest rate on the bond shows that the banks are effectively able to sell the mortgages to investors for a gain.

The banks pocket that markup when they sell the bonds. The bigger the spread between the mortgage rate and the bond rate, the bigger the markup for the banks.

Mortgage analysts who track this difference say it has been historically high in recent months. They contend that if the market were functioning properly, the recent drop in the bond rates should have led to a larger decline in mortgage rates for consumers than has actually occurred. .

Instead, the difference between the two rates is increasing: mortgage rates are falling much more slowly than the bond interest rates.

In the six months through June, the average difference between the two rates was 1.1 percent, and at the start of this month it was 1.26 percent. From 2000 to 2010, it was about 0.5 percent.

If banks offered mortgages with an interest rate that was half a percentage point lower - a move that would leave their mortgage gains closer to the historical levels of 0.5 percent - borrowers would see real savings.

Bankers say they need the extra mortgage revenue to cover new costs. As a result of more stringent conditions since the housing bust, bankers are required to be more diligent in approving loan applications. The banks say this requires better-trained employees and other added expenses. If Fannie Mae and Freddie Mac find flaws in the loan applications, they ask the banks to buy back the faulty loans, which can be expensive for the lenders.

“Fannie and Freddie are requiring zero-error loans,” said Tom Deutsch, executive director of the American Securitization Forum, a group that represents financial firms active in the mortgage marke t.

But Mr. Lawler, the housing analyst, is somewhat skeptical about the banks' fears about the costs of buybacks. “If banks do their job properly, there should be little buyback risk,” he said.

The failure of mortgage rates to fall further poses a quandary for the government entities like the Federal Reserve and the Treasury Department, which have spent hundreds of billions of dollars to help make home loans cheaper.

“Policy makers get a little frustrated that they are not getting all the bang for their buck that they could,” said Mr. Lawler.

If the Federal Reserve bought more mortgage bonds in the market, it could actually increase banks' mortgage profits, since such buying could drive down bond rates and increase the size of the markup banks take when they sell their mortgages.

It is hard to see how this situation can change in favor of lower rates for consumers. The banks are finding plenty of consumers wanting mortgage loans at curre nt rates, and bond investors are happy to pay whatever low rate is offered.

And regulators, who are loath to dictate business practices, are unlikely to force banks to lower mortgage rates.

Still, the housing market would benefit if rates to consumers fell in tandem with the bond rates, said Mr. Van Nieuwerburgh of New York University.

“The relatively high mortgage rates do not help the housing recovery because they make it harder for new homeowners to get on the housing ladder and because they make refinancing relatively less attractive,” he said.



Powerful Indian Financial Exchange Trades Accusations With Economist

MUMBAI, India - It is the business version of “he said, she said.”

One of India's fastest-growing financial exchanges is suing a prominent economist claiming defamation. But Ajay Shah, the economist, says the Multi Commodity Exchange of India is just using legal means to quiet a critic.

The case has raised fresh concerns about colonial-era laws that give significant power to policy makers, companies and individuals to muzzle critics and those they consider offensive.

Unlike libel law in the United States, defamation in India can be treated as either a civil or criminal matter. Those found guilty can be fined and sentenced to up to two years in prison. And such lawsuits can take years to resolve because the Indian courts are backlogged with millions of cases.

“It has become a tool for intimidation,” said Karuna Nundy, a lawyer who has defended defamation cases but is not involved in Mr. Shah's cases.

The lawsuits follow a long tradition of Indian companies using defamation laws to punish journalists when their reputations have been attacked or to pre-empt attacks.

In 1998, Reliance Industries, one of India's largest conglomerates, obtained a court injunction against the publication of “The Polyester Prince,” a book about the rise of the company's founder Dhirubhai Ambani. Last year, an education company sued the magazine The Caravan, and secured a court order requiring it to remove an unflattering profile of the firm and its founder, Arindam Chaudhuri, from its Web site.

Mr. Shah and the Multi Commodity Exchange of India, or MCX, are heavyweights in Indian finance.

Mr. Shah, a former consultant to the Finance Ministry, is often asked by the government for advice, and his work is read globally by analysts and policy makers who are interested in the Indian economy. MCX is the nation's dominant exchange for commodity derivatives, and its founder, Jignesh Shah, no relation, is considered one of the country's most successful entrepreneurs.

Their complaints go back several years.

In 2009, Mr. Shah, the economist, wrote a column titled “The ‘X' Factor in Regulation” in The Financial Express newspaper. He argued that the Forward Markets Commission, MCX's primary regulator, had improperly helped the company by ruling against one of its competitors in a regulatory matter over the cost of trading certain derivative contracts.

“When regulation is weak, this encourages the players who have strengths in fixing the regulatory system to their own advantage,” Mr. Shah wrote in the column.

After it was published, MCX filed suit in Mumbai, arguing that Mr. Shah had implied that the company was doing business in “an illegal and illegitimate manner.” The company added that Mr. Shah had done so to jeopardize MCX's plans for an initial public offering, which took place early this year.

MCX, in particular, took issue with Mr. Shah's t ies to a rival exchange. The company argued that Mr. Shah was biased since he was a former board member at the National Commodity and Derivatives Exchange, the competitor cited in the article.

MCX added that a firm owned by Mr. Shah's family sells data to that exchange. Mr. Shah also sits on the board of a company that clears stock trades on National Stock Exchange of India, which is a big shareholder in the National Commodity exchange.

MCX officials declined requests for comment, citing the continuing legal cases. But the exchange has offered its position in legal filings and a newspaper ad.

“He was attempting to give a simple regulatory noncompliance issue by one Exchange a colour of competition,” MCX said in the ad. “Normally academicians do not hold any briefs when they give their views publicly as intellectuals and if they do so, propriety demands that they divulge such facts which Ajay Shah failed to do.”

Mr. Shah countered that the laws uits were meant to squelch criticism. He acknowledged that a company owned by his family, the Center for Monitoring Indian Economy, provides data to the National Commodity exchange. But he added that it provides data to many players in Indian finance, including the Reserve Bank of India, a frequent target of his criticism.

“The way India works is once a few cases like these are opened, a lot of people are reluctant to write about the issue,” he said, in an interview. “In the future, you will be very, very careful of taking on MCX.”

Both sides have raised the legal stakes since the initial case was filed.

In 2010, Mr. Shah tried to have the case dismissed by higher courts, but they ruled that he must stand trial in Mumbai. Last year, MCX filed two more lawsuits against Mr. Shah. In them, the exchange argued he defamed it by listing it among a group of companies that were dealt with in a tough manner by an Indian securities regulator whom Mr. Shah fin ds admirable.

MCX filed the cases in Kolhapur, 235 miles south of Mumbai, and Surat, 180 miles north of Mumbai. Mr. Shah argues that those cities were chosen to make it difficult for him to defend himself because he lives in Mumbai. The company, which is also based in Mumbai, has argued the cases were filed in the cities where executives first read and heard Mr. Shah's comments.

The suits have reignited calls to reform the country's laws, which date to the 19th century.

The Editors Guild of India has been pushing for an amendment that would classify defamation as only a civil offense. Some free speech specialists have argued that the government and publishers should strengthen quasi-judicial Press Council of India to resolve most complaints against the media, so that few cases end up in courts.

In part, they are pushing to speed up the resolution of disputes. Defamation suits, like most other cases in India, can languish for years. Indian courts have a backlog of 30 million cases, and more than a quarter of them are at least five years old, according to the government.

“By the time the case is resolved in Indian courts, the person or company has already been put through inconvenience,” said Vijayendra Pratap Singh, a partner at one of India's largest corporate law firms, Amarchand & Mangaldas & Suresh A. Shroff.

Neha Thirani contributed reporting.