Total Pageviews

Dole in Talks to Sell 2 Businesses to Itochu in Japan

TOKYO - Dole Food has said it was in advanced talks to sell its packaged foods and Asian fresh fruit businesses to the Japanese trading house Itochu.

Dole, the world's largest fruit and vegetable company, said in a news release on Wednesday that it was negotiating with Itochu over a sale that would be part of a previously announced review of its operations, now based in Westlake Village, Calif.

No definitive agreements have been signed, and Dole was also talking to “several other parties” over a potential sale of those and other businesses, the company said.

Masaaki Yamashita, a spokesman for Itochu, confirmed that the negotiations were at an advanced stage. In a filing with the Tokyo Stock Exchange on Thursday morning, Itochu said it intended to establish a new company to oversee the businesses it acquires from Dole, contingent on a successful deal.

Shares in Dole, already up almost 50 percent this year because of its restructuring plans, jumpe d nearly 10 percent on the news Wednesday, to $14.07. In Tokyo, Itochu shares edged up 0.9 percent to 808 yen, or about $10.38, in morning trading on Thursday.

Dole, which produces, markets and distributes fruits and vegetables, has struggled with volatile demand and lower earnings worldwide from its mainstay fruit, bananas. Depressed prices in North America and Asia were the main drivers of the lower banana performance, the company said in its latest earnings report, for the quarter that ended July 18.

It is undergoing a companywide overhaul intended to reduce costs and better realign fruit supply with expected demand. As part of those measures, Dole restructured farming operations in Latin America and Asia, driving down labor and transportation costs and increasing farm productivity.

To further streamline its operations, Dole said this year it was looking to sell its packaged food business, which includes canned fruit and fruit drinks, as well as its fres h fruit operations in Asia - a move welcomed by analysts.

‘‘We believe management can unlock shareholder value through a transaction, and will exhaust all options,'' equity research analysts at Bank of America said in a note to clients in August.

The Tokyo-based Itochu joins other Japanese traders that have been aggressive in overseas acquisitions, thanks to a strong yen and record profits from energy and mining. In May, Marubeni announced a $3.6 billion deal to buy the U.S. grain merchant, Gavilon. Itochu had already helped Dole market its bananas in Japan.

Dole went public in 2009 in a $446 million I.P.O. Dole's chairman, David H. Murdock, continues to hold a majority of the company's outstanding shares, and has increased his take over the last few months.



Lawmakers Postpone Plans to Increase Oversight of Regulators

Lawmakers postponed plans to advance a bill that could curb the influence of Wall Street regulators, a move that came as some federal officials mounted opposition to the effort.

The Senate Committee on Homeland Security and Governmental Affairs decided Wednesday to punt the vote until after the November election, according to people briefed on the matter. One person explained that the committee needed additional time to set the agenda for the meeting.

The committee had preliminarily planned to meet on Sept. 20, although it did not officially announce the timing.

On Monday, DealBook reported that the bill was gaining momentum on Capitol Hill even as regulators were resisting the effort. Regulators, whose cause is backed by advocacy groups like Public Citizen, say the legislation would constrain their ability to police Wall Street.

The bill, which comes as regulators carry out an overhaul of the financial industry, would allow the White House to influ ence the rule-writing process at independent agencies like the Securities and Exchange Commission and the Commodity Futures Trading Commission. It would exempt the Federal Reserve.

Under the legislation, the president could use an executive order to empower the White House to second-guess major rules and mandate that agencies carefully study the economic effects of new regulation. The change could, in effect, delay a number of rules for Wall Street by several months.

The authors of the Senate bill - Rob Portman, Republican of Ohio; Susan Collins, Republican of Maine and Mark Warner, Democrat of Virginia- say they are not trying to halt regulation or provide the president unchecked power of independent agencies. Some legal experts also argue that the president already has authority to impose demands on the agencies, which operate independently of the presidential cabinet.

But regulators and government watchdog groups are skeptical.

“Those who support preserving the status quo where Wall Street regulates itself will find much to like in this legislation,” said Amit Narang, a regulatory policy advocate at Public Citizen, a nonprofit government watchdog group.



Abercrombie Hires Goldman

Abercrombie & Fitch has retained Goldman Sachs as an adviser as the troubled clothier assesses potential responses to moves by one of its investors, the activist hedge fund Relational Investors, a person briefed on the matter said on Wednesday.

Relational, which is headed by Ralph V. Whitworth and is considered one of the top activist shareholders around, currently holds a roughly 3.8 percent stake in Abercrombie & Fitch, according to its most recent regulatory filing.

Mr. Whitworth's firm, which is based in San Diego, has established a reputation as an investor that companies listen to. He gained a seat on the board of Hewlett-Packard in November as emerging as a major shareholder. (The technology pioneer had also hired Goldman as an adviser in that instance.)

Known for its racy image - scantily clad models feature prominently in its advertising and make appearances at its stores - Abercrombie has struggled. Its profits have fallen over the last three ye ars, and its stock has tumbled precipitously over the last 12 months.

Last month, the retailer reported that its second-quarter income had slumped more than 50 percent from the year-ago period, to $15.5 million, as its retail stores both in the United States and abroad turned in weak performance. It added that it expects comparable-store sales to fall 10 percent in the second half of the year.

The company has already announced some strategic moves aimed at assuaging unhappy shareholders, including a pause in opening new flagship stores and a slowdown in the opening of new Hollister shops.

A spokesman for Abercrombie declined to comment. Mr. Whitworth was not immediately available for comment.

Shares of Abercrombie leaped 5.4 percent on Wednesday after CNBC reported the company's hiring of Goldman.



The iPhone 5: My First Impressions

Apple unveiled the new iPhone 5 today in San Francisco. As it turns out, most of the individual rumors about it were true-but even so, they didn't describe the whole package.

The new phone is the same width as the old one, but taller and thinner, as though someone ran over the old iPhone with a steamroller. When held horizontally, the four-inch screen has 16:9 proportions, a perfect fit for HDTV shows and a better fit for movies. The added screen length gives the Home screen room for a fifth row of icons.

The band around the edges is still silver on the white iPhone-but on the black model, it's black with a gleaming, reflective bezel. It looks awesome.

The back is aluminum now. The strips at the top and bot tom of the back are made of glass, the better to allow the wireless signal through-but as a side benefit, you can now tell which way is front as you fish the thing out of your pocket.

The processor, a new design, is twice as fast, according to Apple. And the iPhone has 4G LTE, meaning superfast Internet in select cities.

Not many rumor mills predicted the improvement in the camera. It's an eight-megapixel model with an f/2.4 aperture, meaning that it lets in a lot of light. The panorama mode is the best you've ever seen: as you swing the camera in an arc in front of you, a preview screen shows you the resulting panorama growing in real time, as you swing. I took only two panorama shots in my limited time with the iPhone 5, but they came out crazy good.

The camera is also 40 percent faster to snap, it can recognize up to ten faces (for focus and exposure purposes) and it can take still photos even while you're filming video.

The new phone also offers b etter battery life (8 hours of talk time or Web browsing), according to Apple, (I haven't tested it yet). It also has noise cancellation both for outgoing and incoming sound. The phone is also ready for wideband audio-your callers won't have that tinny phone sound, but richer, more FM-radioish sound-but that requires the carrier to upgrade its network. The catch: no American carriers have announced plans to do that.

At first glance, there's really only one cause for pause: Apple has replaced the 30-pin charging/syncing connector that's been on every iPhone, iPad and iPod since 2003. According to Apple, it's simply too big for its new, super-thin, super-packed gadgets.

So with the iPhone and the new iPod models also announced today, Apple is replacing that inch-wide connector with a new, far smaller one it's calling Lightning.
I'll grudgingly admit that the Lightning connector is a great design: it clicks nicely into place, but can be yanked out quickly. It g oes in either way-there's no “right side up,” as there was with the old connector. And it's extremely tiny, which is Apple's point.

Still, think of all those existing charging cables, docks, chargers, car adapters, hotel-room alarm clocks, speakers, accessories-hundreds of millions of gadgets that will no longer fit the iPhone.

Apple will sell two adapters: a simple plug adapter for $30, or one with a six-inch cable for $40, to accommodate accessories with shapes that can't handle the plug adapter.

That's way, way too expensive! These adapters should not be a profit center for Apple; they should be a gesture of kindness to those of us who've bought accessories based on the old connector. There's going to be a lot of grumpiness in iPhoneland, starting with me.

Overall, though, Apple seems to have put its focus on the important things you want in an app phone: size, shape, materials, sound quality, camera quality and speed (both operational and Inte rnet data), and that's good. I'll have a full review once I've had some time to test the thing.

The new iPhone goes on sale Sept. 21 for $200 with two-year contract from Verizon, Sprint or AT&T. (That's the 16 gigabyte model. You can get 32 gigs for $300 or 64 gigs for $400.)

If you're content with last year's technology-or 2010's-you can also get the iPhone 4 free with a two-year contract, or the iPhone 4S (16 gigs) for $100 with contract.

The holiday shopping season has begun.



JPMorgan Reshuffles Its Operations Again

JPMorgan Chase on Wednesday revealed another overhaul of its operations, saying in an internal memo that it would reorganize its corporate and investment banking division.

The latest change, coming a little more than a month after a broad reshuffling of the bank's upper echelons, breaks up the division into two separate units. As part of the switch, Craig Hernandez, who held the reins of the equities business, will now head up prime brokerage services for the bank's hedge fund clients. Tim Throsby will take over as global head of equities.

JPMorgan, the nation's largest bank, reorganized some of its units in July, combining its consumer businesses under one group, and its investment banking and treasury operations under another. The revamp came in the wake of a $5.8 billion loss on a soured bet on credit derivatives.

In just over a year, JPMogan has shaken up its executive suite four times. Last week, the bank announced that Craig Delany, who was most r ecently the chief operating officer of JPMorgan's mortgage banking unit, would take the helm of the chief investment office, the troubled unit at the center of the trading losses.



Sometimes, It Takes a Thief to Catch One

It's enough to make many criminals jealous. The $104 million whistle-blower award by the Internal Revenue Service to Bradley Birkenfield demonstrates how the government is willing to use a thief to catch a thief.

The question is whether there may be a perverse incentive for people to first help others violate the law in the hopes of later garnering a fat check. The eye-popping reward may be a lure for others to search high and low for fraud, and perhaps even help commit a few for the sake of the potential reward. But there are protections built into federal whistle-blower programs that try to limit how much criminals can profit from the government for their misdeeds.

In Mr. Birkenfeld's case, there is some evidence that he tried to do the right thing while he was still working at UBS in assisting wealthy American clients hide assets abroad to avoid paying taxes. After raising questions internally about the legality of the program and being rebuffed, he turne d to the I.R.S. and became a whistle-blower.

The information he provided was crucial to blowing the lid off Swiss bank secrecy, helping the I.R.S. and other countries pry information from banks about foreign clients that has largely undermined a tradition of shielding assets that goes back centuries.

The $104 million payment is almost a pittance compared with the taxes and penalties the government continues to collect from wealthy taxpayers fearful of the inevitable knock at the door if they don't turn themselves in.
Mr. Birkenfeld also pleaded guilty to conspiracy to evade taxes , and received a 40-month prison term. Mr. Birkenfeld's conviction related to assisting a client of UBS, so his $104 million award is based on tax evasion by others and is unrelated to his offense.

He is residing in a community correctional facility as he finishes his sentence, and is the rare prisoner who does not need to look for a job when he is released from custody later this year.

The government makes deals with criminals all the time, therefore whistle-blower programs should not be viewed as outliers.

In criminal prosecutions, defendants frequently plead guilty to reduced charges along with a favorable sentencing recommendation in exchange for cooperating against others. There is a substantial discount given to those who agree to assist the government rather than take their case to trial.

For example, in the recent prosecution of Raj Rajaratnam for insider trading, Anil Kumar received two years' probation for what prosecutors described as “extraordinary cooperation” while Mr. Rajaratnam is serving an 11-year prison term after his conviction.

A section of the federal bribery law makes it a crime to offer “anything of value” to a person “with intent to influence the testimony under oath or affirmation” as a witness at a trial. But the federal courts have refused to find that a plea agreement is a type of bribe - at least as long as there is not a direct payment to influence the testimony.

The whistle-blower programs that award a portion of the government's recovery to the person who supplies information are in many ways an extension of the deals made with individual defendants. These programs do try to impose some limits on the potential reward if the whistle-blower is also involved in the wrongdoing.

The I.R.S. permits a reduction of an award if whistle-blowers “planned and initiated the actions” involved, and precludes a payment if whistle-blowers were convicted based on their role in the violation.

Other government agencies have also taken steps to remove any incentive for people to commit crimes for the sake of rewards.

The Securities and Exchange Commission's whistle-blower rules, put in place as part of the Dodd-Frank Act, deduct from an award any amount traceable to the person's own misconduct. The rules also allow the S.E.C. to reduce a payment based on the whistle-blower's culpability or involvement in the violations, and prohibit an award if the person obtained the information illegally.

The oldest whistle-blower program is under the federal False Claims Act, which allows individuals to sue on behalf of the government, called a qui tam action, to recover amounts paid out based on false or fraudulent submissions.
Before Mr. Birkenfeld's award, the largest whistle-blower payment had been $96 million for information about violations by GlaxoSmithKline that resulted in a $750 million settlement in 2010.

A provision of the False Claims Act provides that if the whistle-blower “planned and initiated the violation,” then the award could be reduced “to the extent the court considers appropriate.” The provision goes a step further by prohibiting any payment if the person “is convicted of criminal conduct arising from his or her role in the violation.” That provision is broader than the I.R.S. rule by making any conviction related to the violation grounds to block an award.

There are other risks for those who might have participated in wrongdoing and are hoping to become the next Bradley Birkenfeld.

The whistle-blower programs effectively require a person to be the first one in the door with valuable information. If the agency already knows about the violations, or the information has become public, then the person is not an original source and cannot receive a reward.

Moreover, the payment depends on the recovery of money and placement of penalties. This can take years, particularly for tax cases because the award will not be made until all appeals have been exhausted.

Becoming a whistle-blower is not something to aspire to, either. While there are provisions in the laws preventing retaliation, the decision to blow the whistle on one's employer and co-workers is not an easy one. Once undertaken, blowing with whistle can trig ger substantial personal costs, and perhaps even the risk of jail time, as Mr. Birkenfeld learned.

While it may be easy to say in hindsight that a 40-month prison term is worth $104 million, there was strong resistance to give anything to Mr. Birkenfeld. So the pot of gold at the end of the rainbow may never appear, or can take years to be reached.

And, as the I.R.S. points out, “All awards will be subject to current federal tax reporting and withholding requirements,” so you still owe taxes on it.

Peter J. Henning, who writes White Collar Watch for DealBook, is a professor at Wayne State University Law School.



Nomura Americas Executive Said to Leave

Last update: 2:29 PM ET, Sep 12



The Many Complexities of Any EADS-BAE Merger

The bombshell announcement of a possible tie-up between EADS and BAE Systems is only that â€" a possibility. Before a deal can be reached, the intense national issues surrounding this tie-up still need to be navigated.

And a review of the parties' announcement shows that multiple governments will be involved and extremely complex agreements will need to be negotiated. In other words, a combination may take a while - if it ever comes.

In their announcement, EADS and BAE Systems stated that if they agreed to a transaction the two companies would not actually combine; instead, they would enter into a dual-listed company structure. The two stated that “both companies would operate as one group by means of equalization and other agreements but would be separately listed on their existing exchanges.”

As I have written before, such a deal “is a virtual merger structure utilized in cross-border transactions. The companies do not actually effect an acquis ition of one another, but instead enter into an unbelievably complex set of agreements in which they agree to equalize their shares, run their operations collectively and share equally in profits, losses, dividends and any liquidation.” These arrangements are entered into by agreement and not by combining the two companies.

A dual-listed company structure has traditionally been used instead of a full merger when there are tax issues related to dividends. The two companies, based in different countries, will want their local shareholders to continue to have their dividends taxed by the home country to take advantage of local quirks and avoid foreign withholding.

The best examples of this are again BHP Billiton and Rio Tinto which are both dual-listed companies involving a British public limited company and an Australian public limited company. The reason is to allow Australian stockholders to take advantage of a dividend tax credit that British shareholders ca nnot. British shareholders thus invest in the British company (e.g. BHP) and Australian ones in the Australian entity (e.g., Billiton).

There are other reasons to use a dual-listed company structure. Flow-back â€" where shareholders of a target subsequently sell shares issued by an acquiring company from another country leading the shares to return to that country - is also a common problem in big cross-border deals. The shareholders of the company that is disappearing will simply sell their shares either because they are a mutual fund which cannot hold foreign shares or simply because the investor prefers local investments.

A dual-listed company can stop this flow by allowing shareholders to retain a local investment option. In fact, the key point of a dual-listed company is that the shares are not exchangeable. A holder in BHP-Billiton's Australian company â€" again, the Billiton part - cannot exchange their shares for the BHP part. They really are separat e companies.

Finally, a dual-listed company is a way to salve issues of national pride or national security allowing the combined entity to claim two homes.

EADS and BAE Systems are likely using a dual-listed company structure for all three reasons. BAE is an English company and EADS is a Dutch one. Prior examples of Dutch/English dual-listed companies include Royal Dutch Shell, Reed Elsevier and Unilever all of which used this arrangement to preserve national heritage and dividend tax treatment.

But in all probability, the nationality issue was the primary driver for the BAE-EADS talks. BAE is a very British aerospace institution having been once owned by the British government. EADS was formed in 2000 by a merger of industrial companies from Spain, France and Germany. The Netherlands was picked as the locus of incorporation for EADS since it is neutral territory. Today, 49.35 percent of EADS's shares are owned by the public with the French govern ment and German company Daimler controlling a 22.35 percent interest each and Spain a 5.45 percent interest.

A dual-listed company structure thus allows BAE to preserve its British heritage while EADS can still claim to be a Continental European company which will still be owned by these French, German and Spanish entities.

But by contractual agreement EADS shareholders and BAES shareholders will now vote as a group for the boards of both companies which will be identical. Even then, though, the EADS shareholders will still wield substantial influence. According to today's announcement the combination will give EADS shareholders 60 percent and BAE shareholders 40 percent control.

As a further sop to national interests the two companies announced that “the parties envisage issuing special shares in BAE Systems and EADS to each of the French, German and U.K. governments to replace the existing U.K. government share in BAE Systems and the stakeholder conce rt party arrangements in EADS.” These special shares, also known as golden shares, will allow the four countries to veto any subsequent takeover of the combined entity and may provide for other rights.

In addition, both companies have extensive worldwide defense operations, and BAE in particular has built up its United States presence. The companies will have to make arrangements with the American government and obtain national security clearance for any tie-up. BAE and EADS anticipate that the United States government will require that BAE's defense interests be kept separate from EADS, announcing that “certain of their defense activities would be ringfenced” specifically mentioning the United States as one place where this would have to happen.

Dual-listed companies are notoriously complex beasts. They require intricate contractual documentation and negotiation that can take months if not years to complete. In this case, the structure of this combina tion needs to be coordinated with national governments not only in Europe but to account for American security demands.

Under the British takeover rules, the parties are now required to announce a transaction by Oct. 10 or obtain an extension from the U.K. Takeover Panel. Given what is at stake, expect that an extension will be needed.

Steven M. Davidoff, writing as The Deal Professor, is a commentator for DealBook on the world of mergers and acquisitions.



Former Banker Promises Inside Peek at Goldman Sachs

Wall Street has plenty of worries heading into autumn, including the stability of the euro zone, persistent United States unemployment and the historically volatile October stock market.

Goldman Sachs has an additional concern: Greg Smith's book.

Mr. Smith's memoir, “Why I Left Goldman Sachs,” is set for publication on Oct. 22. The release date comes just seven months after Mr. Smith publicly resigned from the bank with an opinion article in The New York Times detailing his disappointment with Goldman's business practices that reflected, more broadly, a corrosive culture at the nation's largest banks.

The article struck a nerve. Within 24 hours, it had more than three million views online. Publishers clamored for the rights to a book. Grand Central Publishing, a division of the Hachette Book Group, secured a deal, offering Mr. Smith an advance of close to $1.5 million, according to people with direct knowledge of the negotiations.

Mr. Smith's bo ok comes at an inopportune moment for Goldman, which has largely disappeared from the spotlight after a wave of negative publicity damaged the bank's reputation. It paid $550 million to settle a civil case brought by the government over a controversial subprime mortgage product that it sold to clients. An insider trading scandal has ensnared the firm, with a member of its board facing prison time and at least two other executives under investigation. And its depiction as a blood sucking “vampire squid” in a Rolling Stone article captured the public's imagination, helping to make Goldman a symbol of Wall Street's dark side.

But in recent months, Goldman has steered clear of the negative finance stories dominating the headlines, most notably the huge trading losses at JPMorgan Chase and the growing scandal involving certain banks' manipulation of interest rates.

“Why I Left Goldman Sachs” promises to be a tell-all of Mr. Smith's 12-year career at the bank. His article in The Times described Goldman as a once-vaunted institution that had lost its way. He wrote that that when he first joined the bank as an intern in the summer of 2000, it obsessively put its clients' interests first. But over time, Mr. Smith said, Goldman devolved into a “toxic and destructive” culture that put profits before principle. His former colleagues mocked their clients, he said, derisively referring to them as “muppets.”

“I truly believe that this decline in the firm's moral fiber represents the single most serious threat to its long-run survival,” Mr. Smith wrote. “It makes me ill how callously people talk about ripping their clients off.”

Not everyone embraced Mr. Smith's missive. Mayor Michael Bloomberg of New York dismissed the piece as “ridiculous,” calling it nothing more than a nasty letter from a disgruntled employee. It also spawned numerous parodies on the Internet, including “Why I am Leaving the Empire,” by Darth Vader of “Star Wars.”

David Wells, a Goldman Sachs spokesman, minimized the significance of the book. “Every day, some young professional, after a decade in a post-collegiate job, reassesses his or her career and decides to move on and do something else,” he said in an e-mailed statement. “Others can better judge whether Mr. Smith's particular career transition is of unique interest.”

Grand Central has planned a robust print run of 150,000 copies in hardcover and expects to sell a sizable number of copies in e-book format, given the audience for the book.

“Many people on Main Street distrust Wall Street right now, yet few can put their finger on why,” Jamie Raab, publisher of Grand Central, said in a statement. “Greg Smith's candid account of his years at Goldman Sachs does just that.”

A big selling point of Mr. Smith's book is that it is about Goldman, which has long been a subject of fascination because of its immense pr ofits and political connections. Also, within the hushed confines of the bank, a code of silence has always prevailed, so an insider's account is especially tantalizing. Several nonfiction releases about Goldman have had some success, most recently the bestseller “The Money and the Power,” by William D. Cohan, but the bank has never been the focus of a tell-all.

Yet many in the publishing industry, including several people who met with Mr. Smith in March, have their doubts, and question whether the book has the makings of a best seller. Was Mr. Smith, a midlevel derivatives salesman who failed to become a managing director and had no one reporting to him, privy to Goldman's inner workings? Does he have access to the firm's previously untold secrets?

While Mr. Smith's opinion article became rich fodder for critics of Wall Street banks and the reckless lending and business practices that led to the global financial crisis, it was largely devoid of specific deta ils. Whether the 288-page book fills in the blanks remains an open question. Grand Central will distribute the book with the secrecy of a Bob Woodward publication, with bookstores instructed not to display any copies until its release. Adding to the suspense surrounding the book's publication date, Mr. Smith has not done any interviews or made media appearances since the the article was published.

People familiar with the contents of Mr. Smith's book say that while it shines an unsavory spotlight on the ways of Wall Street, it is not just a finger-wagging polemic. Instead, much of the memoir details the whole of Mr. Smith's Goldman's career, from when he joined the firm during the frothy dot-com boom to the grim days of the financial crisis.

A summary of the book on Amazon suggests hints at some of the book's details: “From the shenanigans of his summer internship during the technology bubble to Las Vegas hot tubs and the excesses of the real estate boom; from the career lifeline he received from an NFL Hall of Famer during the bear market to the day Warren Buffett came to save Goldman Sachs from extinction, Smith will take the reader on his personal journey through the firm, and bring us inside the world's most powerful bank.”

Grand Central considers the book a potential successor to “Liar's Poker,” Michael Lewis's firsthand account of the freewheeling antics of Salomon Brothers's bond-trading desk during the 1980s. Other Wall Street memoirs â€" including “F.I.A.S.C.O.” by Frank Partnoy, a former Morgan Stanley salesman, and Lawrence McDonald's “A Colossal Failure of Common Sense,” a tale about Lehman Brothers â€" have not sold nearly as well as “Liar's Poker,” which has sold more than two million copies.

Mr. Smith turned his book around quickly, eschewing a ghostwriter and writing his own first draft. He did get some assistance from a professional writer, who provided advice and helped him polish th e manuscript, said Jimmy Franco, a spokesman for Grand Central. The book's editor is John Brodie, a former journalist and editor at Fortune magazine.

Once the book is released, the 33-year-old Mr. Smith, a South African native who lives in New York, is expected to do television and radio interviews, though no specific appearances have been announced. He has no plans for a traditional book tour with signings and readings.

One possible television spot is on “The Colbert Report,” which featured the Mr. Smith's article in March. Stephen Colbert, the show's host, mocked Mr. Smith for including that he won a bronze medal in table tennis at the Maccabiah Games in Israel.

Joked Mr. Colbert: “Way to reinforce the stereotype that Ping-Pong players control the banking industry.”



British Banker Banned Over Role in Financial Crisis

LONDON â€" British authorities has banned a top British banker from working in the country's financial services industry for his role in the collapse of a major British bank during the recent financial crisis.

Peter Cummings, the former head of corporate lending at the British bank HBOS, also was fined £500,000 ($805,000) for his role in aggressive lending practices that eventually led to massive losses at the firm. The fine is the largest ever financial penalty by the Financial Services Authority, the British regulator, imposed on a senior executive for managerial failings.

Between 2006 and 2008, Mr. Cummings pursued an aggressive expansion of HBOS' lending practices, which led to major losses at the bank, according to a statement from the Financial Services Authority on Wednesday. HBOS was eventually bought by local rival Lloyds TSB, and the combined firm received a multi-billion dollar bailout from the British government in 2008.

The Financial Se rvices Authority said Mr. Cumming had failed to control the risks related to the increase in lending, and had created a culture of optimism that affect the firm's appraisal of its bad debts.

“Instead of reacting to the worsening environment, he raised his targets as other banks pulled out of the same markets,” Tracey McDermott, director of enforcement and financial crime at the Financial Services Authority, said in a statement.



Private Equity Group Aims to Relate to Average Americans

The private equity industry would like you to know that buyouts are not just about making Wall Street rich.

Such deals also benefit regular Americans, the industry's lobbying group says in an informational video posted online on Tuesday evening. The animated cartoon, from the Private Equity Growth Capital Council, is the latest installment in a continuing public relations campaign, which happens to be timed to the election year cycle.

“Average Americans in all 50 states benefit the most from the investments that private equity makes,” the narrator says, over an upbeat soundtrack.

The video says pension funds, university endowments and charities (and therefore, “average Americans”) are often invested in private equity, and that successful buyout deals can create jobs and promote local economic growth.

At one point in the video, private equity is depicted as extending a life preserver to a company that has erected an “S.O.S.” sign on its roof.

The industry has taken a public beating in the presidential race, as Mitt Romney‘s record at Bain Capital is scrutinized. Some pundits have taken aim at the Republican candidate's wealth, portraying him as a ruthless financier who took over companies at the expense of Main Street.

The lobbying group's campaign, known as “Private Equity at Work,” has previously highlighted deals by K.K.R., the Blackstone Group and Thoma Bravo.

While the latest video is not explicitly political, it does mention some potential swing states.

“When private equity investment helps companies grow or rebuild,” the narrator says, “the factory worker in Iowa, the I.T. specialist in Florida and the store manager in Virginia benefit.”



Morning Take-Out

TOP STORIES

Private Equity Firms Depicted as Colluding  |  Bain Capital and other prominent private equity firms are depicted in court documents as unofficial partners in a bid-rigging conspiracy to hold down the prices of companies they were looking to buy, Eric Lichtblau and Peter Lattman report in The New York Times.

In Bain's $32.1 billion purchase of the hospital giant HCA in 2006, its biggest acquisition, competitors privately agreed to “stand down” and not bid as part of an understanding to divvy up companies targeted for buyouts, The Times reports, citing internal e-mails.

The documents, which lawyers for Bain Capital had sought to keep secret, are part of a lawsuit in Federal District Court in Boston brought against Bain and other firms by shareholders who claim that this scheme lowered the prices of more than two dozen companies and cost them b illions of dollars, according to The Times. In addition to Bain, the lawsuit names Goldman Sachs's private equity arm and the Blackstone Group, the firm run by Stephen A. Schwarzman. NEW YORK TIMES

 

Seeking Critical Mass of Gender Equality in the BoardroomSeeking Critical Mass of Gender Equality in the Boardroom  |  There is a remarkable lack of women in corporate boardrooms around the world, the Deal Professor writes. The European Union is considering a remedy that would require that 40 percent of a company's directors be women. This may be a milestone for gender equality, but the question is, will it make any difference in how companies are run?

The number of women directors remain s stubbornly low. According to Catalyst, a nonprofit organization devoted to furthering women in business, American companies have the fourth-highest average of women directors in the world. Women make up 16 percent of the average board of a Fortune 500 company in the United States. DealBook '

 

DEAL NOTES

Wall Street Sits Courtside for a Marathon Match  |  A number of bankers and financiers were at Arthur Ashe Stadium on Monday to witness tennis history as Andy Murray defeated Novak Djokovic in the men's singles final. But as the night wore on, some turned to unconventional means to stay warm. DealBook '

 

German Court Backs Rescue Fund  |  The ruling by Germany's Federal Constitutional Court allows the 17 countries of the euro zone to go ahead with a plan to establish a facility that will handle bailouts and support the bonds of troubled governments, The New York Times reports. The court set certain conditions on Germany's contribution to the mechanism. NEW YORK TIMES

 

When the Fed Can't Avoid Politics  |  The Federal Reserve is poised to announce a plan on Thursday to stimulate the economy, and with the election coming up, the central bank's decision will inevitably be judged through a political lens, writes Binyamin Appelbaum in The New York Times. It wouldn't be the first time. NEW YORK TIMES

 

Moody's Warns It May Downgrade U.S.  |  The credit ratings agency said it would downg rade the government's debt if lawmakers did not resolve the looming “fiscal cliff” by year's end. NEW YORK TIMES

 

 

Mergers & Acquisitions '

Morgan Stanley to Take Over Smith Barney, With Citigroup's Blessing  |  Morgan Stanley and Citigroup agreed to value their brokerage joint venture, Morgan Stanley Smith Barney, at $13.5 billion, allowing Morgan Stanley to buy full control of the business at a favorable valuation. DealBook '

 

Did Morgan Stanley Get a Better Deal?  |  The Wall Street Journal's Heard on the Street column looks at the valuation of Morgan Stanley Smith Barney, writing, “All things considered, Morgan looks to have gotten a pretty good deal.â € But the article adds, “for Citi, there is at least some lemonade to be squeezed out of the valuation lemon.” WALL STREET JOURNAL

 

Yahoo Said to Be Near Closing Alibaba Deal  |  AllThingsD reports: “According to sources close to the situation, Yahoo will officially close the multibillion-dollar sale of half its assets in China's Alibaba Group in one week. Sources said the deal is set to be announced next Wednesday.” ALLTHINGSD

 

Infosys Considers Making Acquisitions  |  The Indian software company Infosys is looking for uses for its pile of cash, Bloomberg News reports. BLOOMBERG NEWS

 

G.E. May Sell Stake in Tha iland Bank  |  General Electric is weighing options for its $2.1 billion stake in Bank of Ayudhya, Bloomberg News reports, citing two unidentified people with knowledge of the matter. BLOOMBERG NEWS

 

Canadian Bank Weighs Sale of Latin American Assets  |  Bank of Nova Scotia, known as Scotiabank, is considering selling minority stakes in some Latin American businesses in order to bolster capital or finance an acquisition, Reuters reports. REUTERS

 

INVESTMENT BANKING '

Dimon Defends Big Banks  |  Saying that the United States has the best capital markets in the world, Jamie Dimon, the JPMorgan Chase chief, cautioned on regulatory re form: “Let's make sure we keep that before we do a bunch of stupid stuff that destroys that.” DealBook '

 

Perceived Conflicts Sting Goldman  |  It shows an “encouraging trend” that Goldman Sachs has given up a $20 million fee for its work on Kinder Morgan's merger with the El Paso Corporation, after being accused of conflicts of interest, Reuters BreakingViews writes. The essay continues: “It would have been tough to prove Goldman legally liable for any shareholder losses, yet the bank chose to fold rather than fight.” REUTERS BREAKINGVIEWS

 

Gundlach May Add Stocks to the Mix  |  Jeffrey Gundlach, who runs the bond firm DoubleLine Capital, is considering investing in equities in addition to fixed income, he told Bloomberg News. “I like the way equities are out of favor and I like doing things when they're unpopular,” he said. BLOOMBERG NEWS

 

Lehman, Alive and Selling  |  The sole objective of Lehman Brothers, which recently emerged from bankruptcy, is “to sell everything it owns so it can repay its lenders and disappear,” writes Adam Davidson in The New York Times Magazine. NEW YORK TIMES MAGAZINE

 

Lehman Bides Its Time  |  Lehman Brothers is now a trust company, with a portfolio of real estate to sell. The New York Times writes that it is waiting for better markets, on a “mission to extract every dollar from the trust's holdings.” NEW YORK TIMES

 

Some Americans Drift Away From Banks  |  Even relatively well-off families are choosing to use alternatives to bank accounts, with some irritated by fees, The Wall Street Journal writes. WALL STREET JOURNAL

 

BNP Paribas to Expand Services for Wealthy Americans  |  The French bank BNP Paribas began a five-year expansion of its wealth management business, which oversees about $10 billion, Bloomberg News reports. The expansion is aimed at United States clients. BLOOMBERG NEWS

 

PRIVATE EQUITY '

Private Equity Group Aims to Relate to Average Americans  |  A public relations campaign from the Pri vate Equity Growth Capital Council seeks to counteract the image problems the industry has faced during the election year cycle. The latest installment notes the industry's ties to pension funds, university endowments and charities. DealBook '

 

2 Pensions Raise Concerns With K.K.R. Deal  |  A pair of public pension funds is expressing worries about a deal by K.K.R. to take over the asset manager Prisma Capital Partners, but the concerns are not likely to scuttle the deal, The Wall Street Journal reports. WALL STREET JOURNAL

 

GoDaddy Says Hackers Didn't Cause Its Troubles  |  The Web site hosting company GoDaddy, which is backed by K.K.R. and other private equity firms, said on Tuesday that the extensive service inte rruptions on Monday, which affected several million Web sites, were caused by an internal network error. NEW YORK TIMES BITS

 

Hockey League's Would-Be Private Equity Deal  |  Bloomberg Businessweek writes that the National Hockey League could possibly be improved under private equity ownership. In 2005, Bain Capital made a bid (which later failed) to buy the league for $3.5 billion. BLOOMBERG BUSINESSWEEK

 

Private Equity Remains Active in Health Care I.T.  |  Some firms are betting on companies that provide information technology services to the health care sector, with several deals closing since the Supreme Court upheld the president's health care overhaul in June, The Wall Street Journal reports. WALL STREET JOURNAL

 

HEDGE FUNDS '

Investors Signal Frustration With Hedge Funds  |  Requests by investors to pull their money from hedge funds reached $7.4 billion in July, compared with $4.2 billion in June, according to data from BarclayHedge and TrimTabs Investment Research, Reuters reports. REUTERS

 

Icahn to Seek Information on Navistar  |  Responding to a statement by the board of Navistar, Carl C. Icahn said he would look to find information about “obvious failures” by the truck maker, Bloomberg News reports. BLOOMBERG NEWS

 

Telus of Canada Wins Case Against Hedge Fund  |  A court handed a victory to Telus, the Canadian telecommunications company, in its ongoing scuffle with the hedge fund Mason Capital Management, when it said Mason could not hold a shareholder meeting, Reuters reports. REUTERS

 

I.P.O./OFFERINGS '

Zuckerberg Acknowledges ‘Disappointing' I.P.O. Performance  |  In his first public appearance since a lackluster initial public offering in May, Facebook's chief executive, Mark Zuckerberg, acknowledged the “disappointing” performance of its share price, but said the company continued to build new things in the face of criticism. DealBook '

 

Treasury Sells Additional $2.7 Billion Worth of A.I.G. Shares   |  The Treasury Department said on Tuesday that it had sold an additional $2.7 billion worth of its holdings in A.I.G., as underwriters for the offering exercised what is known as an overallotment option to meet higher-than-expected demand. DealBook '

 

Coty Waits to Go Public  |  The perfume maker Coty is delaying its I.P.O. until at least the first quarter of next year, in order to “give its new chief executive more time to settle in,” The Wall Street Journal reports, citing an unidentified person close to the deal. WALL STREET JOURNAL

 

R.B.S. to Announce Plans to Take Unit Public  |  As early as Thursday, the Royal Bank of Scotland is expected to announce its plans for an I.P.O. of Direct Line, its insurance unit, in London, Reuters reports, citing unidentified people familiar with the matter. REUTERS

 

VENTURE CAPITAL '

Judge Says Twitter Could Be Fined  |  A judge ruled that if Twitter failed to hand over information about a user's posts by Sept. 14, it would be fined, Bloomberg News reports. The judge said he would ask for Twitter's recent earnings statements to decide on the fine. BLOOMBERG NEWS

 

Music Entrepreneur Looks to Build an Online Community  |  Seth Goldstein, who helped build the music start-up Turntable.fm, is preparing to show off a new project: DJZ, an online hub for fans of electronic dance music that has raised $1 million in seed money, Th e New York Times reports. NEW YORK TIMES

 

Tech Jargon, a Primer  |  New York magazine's Kevin Roose has recorded some phrases that were uttered at the TechCrunch conference in San Francisco. NEW YORK

 

LEGAL/REGULATORY '

Whistle-Blower Awarded $104 Million by I.R.S.  |  The Internal Revenue Service says information provided by Bradley C. Birkenfeld, a former banker at UBS, was so helpful that he would receive a $104 million whistle-blower award for revealing the secrets of the Swiss banking system. DealBook '

 

Regulators to Identify Which Non-Banks Pose Risks  |  Bloomberg News reports: “Regulators are poised to choose the first U.S. non-bank companies that are likely to be branded potential risks to the financial system, according to two people with knowledge of the plans. The Financial Stability Oversight Council plans to request confidential data from as many as five firms at a meeting this month, said the people, who declined to be identified because the plans aren't public.” BLOOMBERG NEWS

 

Peregrine Financial Chief to Plead Guilty to Fraud  |  Russell Wasendorf Sr., who is accused of stealing more than $200 million from customers when he ran the brokerage Peregrine Financial, has agreed to plead guilty to mail fraud, making false statements to regulators and embezzling customer funds, Reuters reports. REUTERS

 

M.&A. Lawyer Joins Communications Firm  |  Charles Nathan, a former co-chairman of the global mergers and acquisitions practice at the law firm Latham & Watkins, has joined the communications advisory firm RLM Finsbury as a partner. Stephen Labaton, a former New York Times reporter, is also joining the firm as a partner. DealBook '

 

Too Much Protection for Derivatives in Bankruptcy  |  Several courts have lately been expanding the already broad protections that derivatives and repo contracts enjoy, Stephen J. Lubben writes in the In Debt column. DealBook '

 



Chesapeake Energy to Sell Assets for $6.9 Billion

The Chesapeake Energy Corporation said on Wednesday that it had agreed to a series of asset sales, including the majority of its holdings in the Permian Basin. The move will raise $6.9 billion as it seeks to repay some of its considerable debt burden.

The sales are part of the drilling company's efforts to repay money borrowed to cover enormous expected revenue shortfalls. This year, the company has reached agreements to sell $11.6 billion worth of properties. It is aiming to raise a total of about $13 billion to $14 billion.

The transactions announced on Wednesday include the sale of $3.3 billion worth of holdings in the Permian Basin, which straddles the Texas-New Mexico border, to Royal Dutch Shell, Chevron and EnerVest L.P. Collectively, the properties represented 5.7 percent of Chesapeake's production of oil and natural gas in the second quarter, representing 21,000 barrels of liquids and 90 million cubic feet of natural gas a day.

Chesapeake also agreed to sell virtually all of its midstream assets, including pipelines and some processing facilities, in a series of transactions that would raise about $3 billion. The bulk of the assets will be sold to Global Infrastructure Partners for $2.7 billion, which had agreed in June to buy other Chesapeake midstream properties. Another transaction will generate about $300 million.

And the company also agreed to four separate deals to sell holdings in the Utica Shale, in the Northeast, that would raise about $600 million. Chesapeake will continue to own 1.3 million net acres in the area.

Proceeds from the transactions will go toward paying down $4 billion in term loans, as Chesapeake seeks to pay for its shift away from low-priced natural gas and to more profitable oil drilling.

“We are pleased to announce further progress toward our asset sale goals for 2012,” Aubrey K. McClendon, Chesapeake's co-founder and chief executive, said in a statement. “These transactions are significant steps in the transformation of our company's asset base to a more balanced portfolio among oil, natural gas liquids and natural gas resources and production.”

The company had been battered earlier this year by revelations about an unusual compensation scheme that had been set up for Mr. McClendon. The disclosures had compounded existing investor frustration about an expensive business strategy that had yet to bear significant fruit, leading Mr. McClendon to relinquish his chairman role.

Chesapeake was advised by the Jefferies Group and Goldman Sachs.



TheStreet to Buy The Deal for $5.8 Million

10:07 a.m. | Updated

TheStreet agreed on Wednesday to buy The Deal, publisher of a longtime bible of the mergers industry, for $5.8 million from the investment firm that manages money for the estate of the late Bruce Wasserstein and other investors.

TheStreet's primary interest is in The Deal's online subscription service, and company executives said on a conference call with analysts on Wednesday that they planned to shut down the company's monthly magazine.

The deal will unite TheStreet, the financial information Web site and service that rose to fame on the back of its association with Jim Cramer, with The Deal, which began as a magazine co-created by Mr. Wasserstein in 1999 to cater to his fellow specialists in mergers and acquisitions.

Buying The Deal will bolster TheStreet's revenue from subscriptions, particularly from senior bankers and lawyers who receive the magazine and have access to its Web site . The company is betting on a resurgence in deal activity, which it is hoping will propel a growth in subscriptions.

Among its plans, executives said, was to push more content from TheStreet onto The Deal Pipeline service.

“This is a terrific combination that grows the most profitable portion of our business, subscription revenues,” Elisabeth DeMarse, TheStreet's chief executive, said in a statement. “The Deal is a prominent and well-respected brand that the market will intuitively associate with TheStreet, creating new revenue opportunities for both businesses at minimal incremental cost.”



Why A.I.G. May Not Be Able to Avoid the Volcker Rule

The American International Group, of all companies, wants to avoid a rule designed to stop risky trading.

A.I.G.'s chief executive, Robert H. Benmosche, said on CNBC on Tuesday afternoon that the company was thinking of taking steps that could shield it from the Volcker Rule. Part of the Dodd-Frank financial overhaul legislation, the rule is intended to stop speculative trading at financial firms that enjoy federal support.

Mr. Benmosche's remarks came a day after the Treasury Department sold a large amount of shares to bring its stake in A.I.G. well below 50 percent. The sale was seen as an important milestone. The Treasury Department originally poured tens of billions of dollars into A.I.G. after its enormous speculative bets soured in 2008 and threatened the standing of the financial system.

At first glance, it might not seem right for a company that made cataclysmically dangerous trades to now elude curbs on risky wagers.

Mr. Benmosche has a rea sonable sounding justification for not wanting A.I.G. to be subject to the rule. He says it does not really fit insurance companies, which take long-term positions in securities to match the long-term nature of their obligations to holders of their insurance policies. And Volcker may undermine A.I.G.'s ability to take such positions.

“The Volcker Rule, as a rule, doesn't really work for insurance companies as it does for banks,” Mr. Benmosche said on CNBC. “Some of the investments they want to prohibit, an insurance company has to make because of long liabilities.”

In theory, A.I.G. can get out of the Volcker Rule simply by selling a small bank it owns. On Tuesday, Mr. Benmosche said A.I.G. was planning to do just that.

Only it is not so simple. Even if A.I.G. sells the bank, it could still be subject to Volcker-like limitations on proprietary trading.

Here is why: A.I.G., because of its large size and its activities, is almost certainly going to classified by regulators as a “systemically important” financial institution. It would then become subject to oversight by the Federal Reserve. And the Volcker section of Dodd-Frank clearly says that systemic firms could also be subject to curbs on proprietary trading â€" even if, like A.I.G., they are not banks or do not have bank subsidiaries.

That catchall feature of the Volcker Rule was recognized by MetLife in its latest quarterly filing of financial results with the Securities and Exchange Commission. MetLife also wants to sell its bank to sidestep the Volcker Rule. But in the filing it said the rule “nevertheless imposes additional capital requirements and quantitative limits” on trading done by nonbank firms deemed to be systemically important.

So why would a company go to the length of selling a bank to avoid the Volcker Rule if it would probably be subject to something very much like Volcker anyway?

One reason may be that it buys some time. MetLife's filing says that it does not become subject to trading curbs until two years from the date at which it becomes designated as a systemically important firm. That designation could occur this year.

Another reason may be that selling a bank puts an insurance company in a position of relative strength when negotiating with a regulator over trading positions.

Regular banks simply have to comply with the Volcker Rule; there is no other option for them. But with a nonbank financial firm, regulators would first have to review the firm's activities, and then make a decision on whether certain trading curbs have to be imposed.

This process might give the insurance company more opportunities to push back than if it were a bank. So if an insurer wanted to conduct proprietary trading under the guise of insurance activities, it might find it easier to shield that activity from regulators.

The fact is, A.I.G. already appears to be acting with more tr ading freedom than even Wall Street firms. This was seen in sales of toxic assets that used to belong to A.I.G.

The Federal Reserve Bank of New York this year sold all of the securities it acquired from A.I.G. in the bailout, through auctions facilitated by Wall Street banks.

Some of those banks said new bank regulations prevented them from holding the assets for a long period. A.I.G., by contrast, bought $7 billion of its old assets from the New York Fed and now holds them on its balance sheet, potentially for the long-term.

And taxpayers effectively helped finance those trades through the Treasury Department's large infusion of equity funding into A.I.G.

On Tuesday, Mr. Benmosche said A.I.G. welcomed oversight by the Fed. He said regulation would show A.I.G.'s clients that “somebody's watching over our shoulder making sure we don't do what we did before and cause these problems.”

That sounds very noble. But by selling its bank, and trying to avoid the Volcker Rule, A.I.G. may actually end up making it harder for regulators to look over its shoulder.



Business Day Live: Robots in All Walks of Life

For the Federal Reserve, the dangers of policy and politics. | How robots can help people walk again. | Turning tax cheats into whistle-blowers with cash rewards.

Goldman Analyst Headed to David Yurman

A Goldman Sachs analyst is headed to the jewelry company David Yurman to be its chief financial officer.

The analyst, Adrianne Shapira, a Goldman managing director, spent 13 years at the firm and covered retail companies like Target, Best Buy, Macy's and J.C. Penney. She will step into her new role at David Yurman on Oct. 22, the jeweler said in a statement.

Ms. Shapira will report directly to David Yurman's chief executive, Glen T. Senk, who ran Urban Outfitters before resigning this year. She will be the first chief financial officer at the privately held company, which makes jewelry and luxury timepieces.

“Adrianne's appointment to the David Yurman executive team is another testament to our dedication in growing this business,” Mr. Senk said in a statement. “Her expertise in the financial and retail sectors will be an invaluable asset to our organization as we continue to expand globally.”

Ms. Shapira is not the first Goldman analyst to make the switch to the corporate side. Anthony J. Noto, a former linebacker at West Point who was Goldman's head of media and entertainment research, left the firm in 2008 to become the National Football League's chief financial officer. Mr. Noto then returned to Goldman in 2010.



Investing in Good Governance

Can investors generally beat the market by concentrating their portfolios on companies that practice good corporate governance? There is evidence that good-governance features included in standard governance indexes do improve the performance of companies â€" but that their significance is already reflected in market prices.

In a well-known study issued a decade ago, Paul Gompers, Joy Ishii and Andrew Metrick identified a trading strategy that would have produced abnormally high returns in the 1990s. The strategy was based on an index, the G-Index, consisting of 24 governance provisions that weaken shareholder rights.

In a subsequent study, Alma Cohen, Allen Ferrell and I showed that, among the 24 provisions, only six â€" including staggered boards, poison pills and supermajority requirements â€" really mattered. As a result, we constructed an E-Index based on these six “entrenching” provisions.

Those studies showed that buying shares in the 1990s of companies that scored well on the governance indexes and shorting companies that scored poorly would have beaten the market. The correlation between governance and stock returns has attracted interest from researchers, and the G-Index and E-Index have subsequently been used in hundreds of studies by financial economists.

In a recent study that will be published by The Journal of Financial Economics, Alma Cohen, Charles Wang and I document that the correlation between governance and stock returns in the 1990s did not persist in later years. This correlation disappeared because markets learned to distinguish between good-governance and poor-governance firms (as defined by the governance indexes) and to price the difference into stock values.

We show that many relevant players â€" institutional investors, researchers and the media â€" started paying more attention to corporate governance in the 1990s â€" and that this trend accelerated in the early 2000s. From 20 00 to 2002, the number of articles related to governance that appeared in major newspapers in the United States tripled, and the number of governance-related proposals submitted by institutional investors more than doubled. These and other barometers of interest in governance have remained high since then.

The increase in attention to governance had an impact. By 2001, the stock market seems to have learned to price how good-governance and poor-governance companies differ in their expected profitability.

The reaction of stock prices to earnings announcements indicated whether the release surprised the market. We found that, from 1990 to 2001 but not in later years , the earnings announcement of good-governance companies were more likely than those of poor-governance companies to surprise the market positively.

Over all, our study concluded that, during the 1990s, investors gradually learned to appreciate the difference between the good-governance and poor- governance companies. As a result, investors pushed up the stock prices of companies with good governance relative to those with poor governance. Once stock prices came to reflect this difference, it was no longer possible to use the governance indexes to outperform the market.

Does that mean that governance provisions in these indexes became irrelevant for investor interests? Not at all. We found that, as was the case in the 1990s, companies scoring well on these indexes continued to have a higher return on assets, net profit margin and sales growth in the 2000s than poorly scoring companies in their industry.

Good-governance companies also continued to have a higher Tobin's Q â€" a standard measure based on the ratio of market capitalization to book value that financial economists use. Thus, the provisions in the governance indexes remain important for the value and performance of companies even if they are already factored into market prices.

Are there a ny ways left for investors to make money from governance? Yes. Some governance arrangements outside the governance indexes might not be priced yet, and investors could look for them. Our findings indicate that markets might require significant time to recognize fully, and incorporate into prices, the significance of certain governance arrangements.

As to the arrangements in the standard indexes whose significance is already recognized, investors would do well to encourage companies to make changes expected to improve value and performance. For example, shareholders could seek removal of entrenching provisions, like staggered boards and supermajority requirements, at the many companies that still have them.

Such changes may not enable some shareholders to outperform others, but they could benefit all the shareholders of these companies, as well as the economy. Governance is and will remain consequential for the wealth of shareholders and the value of companies.

Lucian A. Bebchuk is the William J. Friedman and Alicia Townsend Friedman professor of law, economics and finance, and director of the Program on Corporate Governance at Harvard Law School. He is also a research associate of the National Bureau of Economic Research. His research - which focuses on corporate governance, law and finance, and law and economics - is available on his SSRN page.



BAE Systems and EADS Say They Are in Merger Talks

LONDON â€" The aerospace giant EADS confirmed on Wednesday that it was merger talks with its British rival, BAE Systems.

Under the terms of the proposed deal, shareholders of EADS, which manufactures the Airbus passenger aircraft, would own 60 percent of the combined company, while BAE Systems shareholders would control the remaining 40 percent. The combined market value of the two companies is $49.8 billion.

The companies said the merger would lead to cost savings and potential new business opportunities, according to a joint statement. Before completing the deal, EADS said it would pay its shareholders £200 million ($322 million) to align its dividend payouts with those of BAE Systems.

As both aerospace companies operate in the global defense industry, the proposed deal would build a fence around certain activities, particularly in the United States, to take into consideration national security issues, the companies added.

Under British law, the companies have until Oct. 10 to decide whether to pursue the merger.

Shares in BAE Systems had risen 10.8 percent by the end of trading in London on Wednesday, while those of EADS were down 5.6 percent.

News of the merger talks was reported earlier on Wednesday by Bloomberg News.