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Medtronic To Buy Chinese Medical Supplier

Medtronic, a medical technology company based in Minneapolis and listed in New York, said on Thursday it will pay $816 million in cash to acquire China Kanghui, a manufacturer of orthopedic devices based in the eastern Chinese city of Changzhou and also listed in New York.

“China is one of the fastest growing medical device markets with significant scale opportunities,” Medtronic executive vice president Chris O'Connell said in a news release. “Kanghui brings Medtronic a broad product portfolio, a strong local R&D and manufacturing operation, a vast China distribution network and an exceptional management team.”

The deal will give Medtronic a strong presence in China's growing market for medical devices and products used in orthopedic surgery. Revenue from emerging markets including developing countries in Asia, Europe, Latin America and the Middle East accounted for $438 million of Medtronic's total sales of $4 billion during the fiscal quarter ended J uly 27.

Medtronic said the acquisition of Kanghui would not impact its earnings during the 2013-2014 financial years. Profit at Kanghui rose 25 percent to 35 million renminbi, or $5.6 million, in the April to June quarter.



Heineken Wins Asian Brewer for $4.6 Billion

HONG KONGâ€"The Dutch brewer Heineken finally succeeded Friday in its $4.6 billion bid to acquire Asia Pacific Breweries, the Singapore-listed maker of Tiger beer, following a two-month battle with a Thai billionaire.

Shareholders of Fraser & Neave, the Singaporean conglomerate that owns Asia Pacific Breweries, voted Friday to approve the sale of the brewing unit to Heineken for a sweetened price of 53 Singapore dollars, or $43.24, for each share of Asia Pacific Breweries the Dutch company did not already own. The total to be paid by Heineken is 5.6 billion Singapore dollars, or $4.6 billion, and the deal values Asia Pacific Breweries at around $11 billion.

Winning control of Asia Pacific Breweries will boost Heineken's presence in key growth markets in developing Asia. The Singapore-listed brewer operates 30 breweries across Asia, including in far-flung counties like Mongolia, Papua New Guinea and the Solomon Islands. Its brand portfolio includes Tiger beer a nd Bintang lager, which enjoy their strongest positioning in lucrative Southeast Asian markets.

Approval from shareholders of Fraser & Neave, which has businesses ranging from real estate to food and beverage, was seen as all but certain after Heineken last week struck an agreement securing backing for the sale of the brewing unit from the Thai billionaire, Charoen Sirivadhanabhakdi, whose Thai Beverage owns 30 percent of Fraser & Neave and who is currently bidding for full control of the Singapore conglomerate.

The Japanese brewer Kirin also owns a 15 percent stake in Fraser & Neave, but has not stated whether it will sell to Mr. Charoen.

A separate vote on Friday shot down a proposal by Fraser & Neave to pay out 4 billion Singapore dollars, or $3.3 billion, to its shareholders following the disposal of Asia Pacific Breweries to Heineken. The cash distribution, part of a capital reduction plan, had been opposed by Mr. Charoen.

Shareholders of F raser & Neave will still have to vote on whether to accept the offer from Mr. Charoen of 8.8 billion Singapore dollars, or $7.2 billion, for the 70 percent of the conglomerate he does not already control. Mr. Charoen's TCC Assets has set a deadline of October 29 for shareholders to decide on his offer.



British Authorities to Announce Changes in Libor Oversight

LONDON - British authorities are set to announce significant changes to the interest rate at the heart of a recent manipulation scandal as they aim to improve the accuracy and reliability of the benchmark.

On Friday, Martin Wheatley, the managing director of Britain's Financial Services Authority, will outline plans to increase oversight of the rate-setting process, which underpins more than $350 trillion of financial products like mortgages and student loans.

As part of that effort, regulators are stripping the British banking group that currently oversees the interest rate - the London interbank offered rate, or Libor - of its power. The British government, in turn, will take a more hands-on role, including making rate manipulation a criminal offense.

The benchmark itself will also be retooled to address some of its inherent weaknesses. The goal is to base Libor, which measures the rate at which banks lend to each other, on actual market transactions, r ather than estimates.

“The disturbing events we have uncovered in the manipulation of Libor have severely damaged our confidence and our trust,” Mr. Wheatley says in an advance text of the remarks he is to deliver in London. “It has torn the very fabric that our financial system is built on.”

The scrutiny of Libor has intensified this year as authorities around the globe have ramped up their investigation into rate-rigging at more than a dozen big banks. Regulators are concerned that the institutions, including HSBC, Deutsche Bank and JPMorgan Chase, submitted false rates.

In June, the British bank Barclays agreed to pay $450 million to settle charges that employees manipulated the rate to increase profits and make the institution appear healthier. Several top officials, including the chief executive, Robert E. Diamond Jr., resigned as a result of the scandal.

“Libor needs to reflect the values of the market,” said David E. Kovel, a partne r at the law firm Kirby McInerney who is representing clients in a potential class-action suit related to Libor. “There's no doubt the way that the rate is set up now makes it susceptible to abuse.”

The changes to Libor, some of which may require changes to British law, are expected to be introduced over the next 12 months.

The Financial Conduct Authority, a new British regulator that will become part of the Bank of England, the country's central bank, will have primary responsibility for regulating Libor. Mr. Wheatley of the Financial Services Authority will lead the new agency when it is created next year.

“We can't allow the unfettered latitude that banks previously enjoyed,” Mr. Wheatley's advance text says. “Much greater rigor and transparency must be introduced.”

Under the proposal, regulators will pare back the number of currencies and maturities included in the Libor system. Critics have questioned the accuracy of Libor, given the lack of actual bank lending transactions, particularly in smaller currencies like the Swedish krona.

To improve the system, five of the current 10 currencies, including the Canadian dollar, will be phased out over the next year. Instead, Libor will focus mainly on major currencies like the United States dollar and the euro. In all, regulators are looking to cut the number of Libor rates to 20, from 150.

Individual banks' rate submissions will be delayed by three months, rather than released in real time. This change means Libor will not readily reflect a bank's health, potentially eliminating a motivation to submit false rates.

If a bank reports a high rate, it can be a sign of underlying troubles at the firm. During the financial crisis, Barclays submitted artificially low rates to deflect concerns about its financial position, according to regulatory documents.

Despite the changes, analysts worry that Libor may still be easy to manipulate. Since the financial crisis, banks have not been willing to take the risk of lending to other institutions. In their proposal, regulators indicate that the process will still rely on some “level of judgment” when hard data are not available.

“There are few markets where there's a significant amount of liquidity,” said Darrell Duffie, a finance professor at Stanford University. “It makes sense to prune down the number of maturities.”

The British government will also replace the British Bankers' Association, the London-based trade group, as Libor's overseer. The organization, which established the benchmark rate in 1986, has come under mounting criticism for failing to catch the manipulation, which dated back to at least 2007, according to regulatory filings.

Under the proposed changes, a new administrator will be selected in the next 12 months. The future role of the data provider Thomson Reuters, which currently collects the daily rate submissions on beha lf of the trade association, is uncertain.

“British Bankers' Association clearly failed to properly oversee the Libor setting process and should take no further role in the administration and governance of Libor,” Mr. Wheatley's advance text says.

He will also take aim at the excesses within the financial services sector that led to the manipulation of Libor, arguing that traders at many of the world's largest banks were too focused on securing large bonuses. “Libor needs to get back to doing what it is supposed to do,” the text says, “rather than what unscrupulous traders and individuals in banks wanted it to do.”



Prudential to Acquire Life Business from Hartford

Prudential Financial has agreed to acquire the individual life insurance business of the Hartford Financial Services Group for $615 million in cash.

The deal follows pressure on Hartford earlier this year from the hedge fund manager John A. Paulson. Mr. Paulson had argued that spinning off Hartford's property and casualty business would increase shareholder value by 60 percent. Paulson & Company owns 7.19 percent of the company as of the end of June.

The insurer announced in March that it would sell its life insurance business and focus on its core operations in property and casualty, group benefits and mutual funds. The company said at the time that its decision came after a business review over several quarters.

The deal announced on Thursday is structured as a reinsurance transaction. Prudential will get some $7 billion of general account investment assets and corresponding reserves, and rights and obligations with respect to about $5 billion in s eparate account assets and corresponding liabilities. The cash component consists largely of Prudential giving up commissions to provide reinsurance for some 700,000 Hartford policies.

In a statement, Hartford said that it expected that the deal would benefit its net statutory capital by $1.5 billion.

“Today's announcement represents a significant milestone in the execution of The Hartford's strategy to deliver greater value to shareholders,” Liam E. McGee, the chief executive of Hartford, said in the statement.

John Strangfeld, the chief executive of Prudential Financial, said, “The integration of Prudential's Individual Life Insurance business and that of The Hartford will create an organization with greater scale, enhanced product offerings and expanded distribution expertise to meet the life insurance needs of Americans and their families,”

Hartford was advised by Goldman Sachs, Greenhill and the law firm of Sutherland Asbill & Brennan.< /p>

Geithner Urges Changes to Strengthen Mutual Funds

Treasury Secretary Timothy F. Geithner on Thursday urged the regulatory team that he leads to push ahead with rules aimed at strengthening America's $2.6 trillion of money market funds.

In a letter to the Financial Stability Oversight Council, a special committee of senior regulators set up after the 2008 financial crisis, Mr. Geithner said the changes are “essential for financial stability.”

The Securities and Exchange Commission, which is the primary regulator for money market funds, had proposed the main changes favored by Mr. Geithner in his letter.

But the commission dropped its attempt at a money market fund overhaul last month after it become clear that the majority of its commissioners weren't going to vote for the measures. Large mutual fund companies fiercely opposed the reforms, saying they are unnecessary and could harm a type of investment fund that has proven to be popular.

During the 2008 crisis, investors fled money market funds in droves, which worsened the credit freeze that gripped the banking system. Money funds then received a big bailout from the Treasury and the Federal Reserve.

Before the passage of Dodd-Frank Act, attempts to make changes to the money market fund industry would likely have died after the commission dropped them. But the Financial Stability Oversight Council, set up by the Dodd-Frank financial overhaul legislation, can choose to take over from the commission.

Mr. Geithner lays out a number of ways in which the council, which meets Friday, can act.

In his letter, he urges the council to gather public comments on a range of reforms and then make a final overhaul recommendation to the Securities and Exchange Commission. The commission would be required to adopt those changes, or explain why it does not. Mr. Geithner said the council's staff was already working on recommendations and he hoped they would be considered at the council's November meeting.

Th e recommendation would include two changes supported by the commission. One would require money market funds to hold loss buffers. The other would end the money market funds' practice of valuing investors' shares at $1 even when the funds' assets should reflect a value slightly below $1.

Mr. Geithner said in his letter that, while the S.E.C. is best positioned to regulate money market funds, the Financial Stability Oversight Council could move forward without waiting for the commission. The council, he wrote, could designate certain money market fund entities as systemically important and subject those firms to regulation by the Federal Reserve, which could then impose an overhaul.

In addition, the council could designate money market fund activities as critical to the working of the financial system's plumbing. That would allow regulators to impose heightened risk management standards on money market funds.

Mr. Geithner wrote that without the changes, “o ur financial system will remain vulnerable to runs and instability.”

If council acts, the mutual fund industry will almost certainly fight back. The industry's lawyers will likely contest the council's interpretation of Dodd-Frank and perhaps even the council's authority to act.



Judge Dismisses Forgery Lawsuit Against Herb Allen

A federal judge has dismissed a fraud lawsuit filed earlier this year against the billionaire chief executive of the investment bank Allen & Company.

Judge Colleen McMahon of Federal District Court in Manhattan threw out a claim that Herbert A. Allen Jr., the bank's chief executive, and his cousin Terry Allen Kramer, a well-known Broadway producer, had forged the signature of a dying cousin to protect a family ranch in Arizona from a creditor.

In a 24-page decision issued late Wednesday, Judge McMahon ruled that the plaintiff failed to state a proper claim under applicable Arizona law. She was highly dismissive of the lawsuit, calling aspects of it “implausible” and specifically describing the forgery claim as based on “sheer speculation.”

“It is highly questionable whether plaintiff even has, or ever had, standing to pursue this action,” wrote Judge McMahon.

The plaintiff, Excelsior Capital, is a commercial lender controlled by Richard Davis, a Long Island businessman who had had a dispute with C. Robert Allen III, who was Mr. Kramer's brother and the first cousin of Herb Allen Jr. Excelsior said it had a $25 million judgment against Robert Allen, who died in March 2011.

The lawsuit accused Herb Allen and Terry Allen Kramer of forging Robert Allen's signature just weeks before his death, transferring his 18 percent interest in the ranch to a corporate entity to protect it from Excelsior's reach.

Judge McMahon's ruling highlighted Herb Allen's tenuous connection to his late cousin. It pointed out that before the lawsuit was filed, Herb Allen had informed Excelsior's lawyer that he had had no direct business dealings with Robert Allen for 25 years and did not recall seeing or speaking with Robert Allen in more than 30 years. He also said lawyers had been recommending changing the ownership structure of the Allen ranch for several years.

“This lawsuit was a crude attempt to collect money f rom my late cousin by making ungrounded accusations against me,” Herb Allen, 72, said in a statement. “The lawyer who brought this case has once again discredited the legal profession, this time at continuing expense to both himself and his client. We intend to hold them responsible for their actions.”

Allen & Company is a New York-based investment firm that - other than its annual conference in Sun Valley, Idaho - maintains a decidedly low profile. The firm has enduring relationships with many of the media industry's and Silicon Valley's most powerful players, earning coveted roles in deals like Facebook‘s initial public offering. The Allen family is worth $2 billion, according to the recently published Forbes magazine list of the 400 wealthiest Americans.

Judd Burstein, a lawyer for Excelsior, said he fully expected to prevail on appeal. As far as Herb Allen's threat to hold him responsible for his actions, Mr. Burstein said, “Good luck with that.”< /p>

Herb Allen was represented in the lawsuit by Paul Vizcarrondo of Wachtell, Lipton, Rosen & Katz.

Allen Dismissal

Allen Power of Attorney



What Makes Google\'s Maps So Good

Wow. Nothing makes you appreciate something like losing it.

Nobody ever raved about Google's mapping app for phones until they saw how hard it was for Apple to come up with a rival. In my Times column today, I wrote about the challenges Apple has faced in replacing its iPhone GPS/mapping app, substituting its own data sources for Google's. I noted that the new app is beautiful and will be really terrific someday - once it does a better job of incorporating all of its various data sources.

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In researching the story, I interviewed representatives from Apple and Google. At Google, I spoke with Manik Gupta, senior product manager for Google Maps, and Daniel Graf, director of Google Maps for Mobile.

What I realized is that mapping the world is a staggering, gigantic, vast, inconceivably huge and ambitious project. It represents years and years of hand-tuning and manual effort.

I was surprised to learn that, like Apple, Google began its efforts by licensing petabytes of data from outside geodata companies.

They include TomTom, the same company that Apple's using. (The other big map vendor is NavTeq, which Nokia bought a few years ago; I guess that explains why Apple and Google aren't using NavTeq's data. Too bad - by all accounts, the map app on Nokia's Windows Phone is pretty great; I'll be trying it out shortly.)

But that's just the basic data. “ We start with licensed stuff, then expand and enhance it,” Mr. Gupta said. Google has supplemented it with years of additional data gathering, involving its Street View cars, satellite data and human labor.

And it shows. As of 2008, for example, onto those digital maps of the world Google had overlaid 13 million miles of turn-by-turn directions in 22 countries; today, it has 26 million miles of guidance in 187 countries.

“It's fair to say that in the mapping world, you can't just throw money at it and then you have it the next day. This takes time,” Mr. Gupta said. “It took a lot of time to get where we're at.” He said that even now, Google is far from done; error reports still flow in by the thousands.

Many of them come from Google Map Maker, a Web site that is live in 200 countries (and just started in the United States) that lets average citizens make corrections to Google's maps as they find them. You can, for example, draw a line to represent a new road.

Like Apple, Google also collects location and movement data (anonymously) from millions of smartphones as they're driven around; from this information, Apple and Google can determine when, for example, a one-way street has been mislabeled in its data.

You may be familiar with Street View, a Google exclusive that lets you stand at a certain spot on the map and “look around.” You can see a photo of the address you seek, and use your mouse to turn right or left and actually move through the still photos. It's an amazing way to see what it's like to be at that spot.

Street View isn't available for the entire world, but you'd be surprised at how many inhabited areas are covered: Google's GPS- and camera-equipped Street View cars have, so far, driven five million miles through 3,000 cities in 40 countries.

What you may not realize, however, is that those photos are far more than just helpful references for you, the viewer. Google's software analyzes what's in those photos. Its image-recognition software can read the text on street signs, storefront signs, hotel names and so on. It can tell a major road from a minor one, a single-lane road from multilane and one-way streets from two-way streets. Street View, in other words, generates still more useful data for Google's maps.

I asked Google why its satellite photos don't seem to display the same jarring seams that are showing up on Apple's - obvious borders between side-by-side tiles that were taken at different times of the year or in different weather.

“When you look at Google Earth,” I was told, “you can see that the globe is made from a mosaic of aerial and satellite photos, often taken in different lighting and weather. We license these photos from multiple providers, possibly the same ones that Apple uses; but we've had the time to come up with a smoothing algorithm. In January, we introduced a new way to render them, smooth them out, mak e them seamless. But by no means have we perfected this.”

On this call, Google pointed out a new feature that I hadn't seen before: compass mode. On an Android phone, you can call up a location like Trafalgar Square in London. You hold the phone in front of you to see a Street View-like photo of the scene - and as you look left, right, up, down, or behind you, the view changes, as though you're looking through a magic window at another place in the world. You can even use Compass mode to look around inside places - I tried Delfina, the San Francisco restaurant - to get a feel of the décor before you go there.

Can you imagine how powerful Compass mode will be once it covers most of the earth's developed areas? It will give you a sort of instant teleportation, a way to travel without travel, a sense of a place without having to go there.

What I've learned from this deep dive into the making of map apps is that you can't just license a bunch of data, bake a t 350 degrees and come up with a useful tool. Gethering the data is only the starting point; from there, it takes years to reconcile it, correct it and make it useful. (This Atlantic article offers a good look at the kind of hand-tuning that Google's minions do constantly.)

By the way, let me be clear: I have no doubt that Apple's Maps app will get there. We've seen this movie before - remember MobileMe? It, too, was very rough when it made its debut. Today, its successor, iCloud, is smooth and sensationally useful. Maps will be, too.

But I suspect that Apple has just realized the same thing I have: that we may live on a small blue planet, but digitally representing every road, building and point of interest is a task of almost unimaginable difficulty. Let's be grateful that another major player has just joined the attempt.



After Lehman, Callan Bids New York Farewell

Erin Callan, the former chief financial officer of Lehman Brothers, is headed for warmer climes.

She is looking to sell her East Hampton house for $3.95 million, according to a listing with the real estate broker Saunders. The gambrel-roof house, where Ms. Callan has lived with her husband, Anthony Montella, has been a de facto hideaway since the former executive all but disappeared from view after the financial crisis.

She now plans to live in Florida, where she recently bought a modest house.

“This is a big house to have when it's not a full-time house,” Ms. Callan said in a phone interview with DealBook on Thursday. “We really wanted to think about down-sizing.”

Ms. Callan, who had a stint at Credit Suisse after Lehman spiraled downward, has kept a low profile. Her wedding to Mr. Montella last November was an intimate affair. In the interview on Thursday, she declined to comment further on any future plans.

Ms. Callan has put the ho use on the market previously, in 2008 and again in 2009, but ultimately decided against selling, as Mr. Montella's children were in school in the area. Now, with Mr. Montella's daughter having left for college, his son plans to complete his last year of high school down in Florida, Ms. Callan said.

The current asking price is just above the $3.93 million paid by Ms. Callan and her then-husband in 2005.

The seven-bedroom, four-and-a-half-bathroom house, designed by Joseph Greenleaf Thorpe in 1912, has been “lovingly renovated to impeccable standards,” according to the listing, and it includes “bay windows overlooking the rose garden and multiple French doors that open to covered open air dining porches and patios.” In addition, the listing says that a “pre-existing barn/garage and landscape and moon lighting provide both depth and charm.” (The listing was noticed earlier by the blog Curbed.)

An open house for real estate brokers is scheduled for Thursday afternoon, and a showing for prospective buyers is planned for Columbus Day weekend.



Standard Chartered Next Worry: A $1 Billion Indonesian Loan

Standard Chartered is facing another potential headache.

The British bank, which has just settled money-laundering allegations with the New York State's top banking regulator for $340 million, may be at risk of losing money on a $1 billion loan to an Indonesian mining company to make an investment that has since soured.

The exposure highlights Standard Chartered's reliance on often-unstable emerging markets for the majority of its income. The bank, based in London, earned around 90 percent of its $2.86 billion net profit from developing countries like China and India in the first half of the year.

The bank's strategy is not risk free.

In January, Standard Chartered lent $1 billion to PT Borneo Lumbung Energi & Metal, a Jakarta-based coal mining company owned by the Indonesian billionaire Samin Tan.

PT Borneo used the money to purchase a 23.8 percent stake in Bumi, a company that owns Indonesian coal mining assets and is listed on the London St ock Exchange.

Mr. Tan's interest in Bumi is part of a wider boardroom standoff between the British financier Nathaniel Rothschild, who partly owns the company, and the Bakrie family, which controls another stake in Bumi.

After calling for a shareholder meeting earlier this year to reshuffle Bumi's executives, Mr. Tan took over as chairman, while Mr. Rothschild became a nonindependent director.

In the wake of the management changes, Bumi announced on Monday that it was opening an investigation into financial irregularities at one of its divisions.

The allegations relate to financial accounting records at its subsidiary PT Bumi Resources. The irregularities are in connection to investments that were marked down to zero, according to a statement from Bumi.

The news caused the shares to drop 25 percent by the end of trading on Monday. Stock in the company has fallen 82 percent over the last year.

“We see this investigation as a positive deve lopment, although we feel it does have the potential to bring to light some gross and potentially criminal mismanagement of funds,” Richard Knights, an analyst at Liberum Capital, wrote in a note to investors.

For Standard Chartered, the danger is that PT Borneo may have lost money on its Bumi stake as the shares have continued to plunge.

In a default situation, Standard Chartered might have the right to collect the Bumi shares, but the stock may end up being worth a lot less than they were when Mr. Tan purchased them in January.

Still, Standard Chartered would be able to absorb any potential losses on the loan through its $33 billion of core capital. Standard Chartered may need those reserves, given that more of its corporate borrowers are having trouble staying current on their loans. In Standard Chartered's wholesale banking division, “gross non-performing” loans totaled $4.06 billion at the end of June, up from $3.09 billion at the end of last yea r.

A spokesman for Standard Chartered declined to comment on the Indonesian loan.

Scott Merrillees, a director at PT Borneo and chief financial officer of Bumi, didn't respond to an e-mail seeking comment on PT Borneo's borrowings.

The investigation into financial irregularities at a subsidiary, coupled with a global financial crisis that has depressed coal prices, has hit Bumi's prospects. The company reported a $106 million loss in the first half of the year.

The tough economic conditions also have weighed on PT Borneo, which reported a net profit of $191 million in 2011, the latest figures available. The company had $105 million of cash flow from operations over the same period.

It is difficult to ascertain the size of Standard Chartered's exposure to PT Borneo, as the bank may have sold parts of the loan to other banks since January.

In April, Bloomberg News reported that First Gulf Bank of the United Arab Emirates had made a commitmen t to take $200 million of the $1 billion loan, citing a person familiar with the matter. A representative for First Gulf Bank declined to comment on Thursday.

PT Borneo's chief executive, Alexander Ramlie, has also raised the possibility of a bond issuance to raise money to lower its debt to Standard Chartered, but the company's Web site does not mention any such deals being completed.

In its most recent investor presentation in June, PT Borneo mentions the $1 billion loan. But it merely said that the Bumi stake was 100 percent financed by a $1 billion “amortizing senior debt facility provided by Standard Chartered Bank.”

If the London-based bank takes a hit on its PT Borneo loan, it would be another black mark against the firm, which until recently had a reputation as a careful lender.

Last week, Standard Chartered's group executive director for wholesale lending, Mike Rees, gave an investor presentation outlining strategic goals for corporate l ending. That included: “balancing the pursuit of growth with firm control of costs and risks.”



Lawyer for Ex-Goldman Programmer Criticizes Prosecutors and Firm

A lawyer for a former Goldman Sachs programmer charged twice with stealing secret computer code from the bank sharply criticized both Goldman and the government in New York state court on Thursday.

“He left Russia for freedom, justice, and the American way and he got Franz Kafka and Goldman Sachs,” said Kevin Marino, the lawyer for Sergey Aleynikov, the former programmer.

On Thursday, Mr. Aleynikov pleaded not guilty to the state charges. He appeared at his arraignment before Justice Ronald A. Zweibel after a New York state grand jury handed up an indictment earlier this week. The Manhattan district attorney's office arrested Mr. Aleynikov this summer, accusing him of stealing proprietary software for Goldman's high-frequency trading business as he was leaving to join a hedge fund.

There was a Groundhog Day quality to Thursday's proceedings. More than three years ago, Mr. Aleynikov appeared in Federal District Court in Manhattan - just around the cor ner from New York state court - to plead not guilty to similar charges brought by the United States attorney in Manhattan.

In 2010, a jury convicted him and a judge sentenced him to an eight-year prison term. But a federal appeals court reversed that conviction this year, finding that prosecutors misapplied the federal corporate-theft laws against him. Mr. Aleynikov was released from a jail after being incarcerated for about a year.

It is unusual for the federal government and state authorities to both charge an individual with crimes related to the same underlying set of facts. Under the double jeopardy clause of the Constitution, a person cannot be tried twice for the same offense. Under a legal doctrine called “dual sovereignty,” however, federal and state prosecutors can charge an individual for the same underlying offense under different laws.

Just three months after his release from federal prison, the Manhattan district attorney charged Mr. Aleyn ikov with the unlawful use of secret scientific material and duplication of computer-related material, both felonies under New York State law. If convicted, he could serve one to four years in prison.

Mr. Marino used Thursday's arraignment to lambaste the Manhattan district attorney's office for charging Mr. Aleynikov after his federal conviction had been overturned and he had already served a year in prison. He also took aim at Goldman Sachs, suggesting that the bank was behind the government's aggressive prosecution of Mr. Aleynikov.

“Here he is in the well of another courtroom facing the exact same charge because Goldman Sachs has enormous power and they are bringing it to bear in this case,” said Mr. Marino. “If you mess with Goldman Sachs you better get ready for the fight of your life.”

On Tuesday, Mr. Marino sued Goldman in Federal District Court in New Jersey, demanding that the firm indemnify him for roughly $2.4 million in legal bills tha t he has racked up since his arrest more than three years ago.

A Goldman spokesman, Michael DuVally, declined to comment.



Goldman to Pay $12 Million to Settle S.E.C. \'Pay to Play\' Case

Goldman Sachs on Thursday settled allegations that one of its investment bankers curried favor with a public official to win lucrative government contracts in Massachusetts.

The Wall Street bank agreed to pay roughly $12 million to settle the “pay-to-play” allegations without admitting or denying guilt. The banker, Neil M.M. Morrison, who was a vice president at the firm, did not settle. His lawyer did not return a call for comment.

The Securities and Exchange Commission said Mr. Morrison had strong ties to former Massachusetts state treasurer Timothy P. Cahill, acting as fund-raiser and speechwriter. Starting in 2008 , the S.E.C. says, Mr. Morrison began soliciting public contracts, a violation of securities laws. His lobbying was done during work hours and using the firm's e-mail system and phones.

“The pay-to-play rules are clear: municipal finance professionals that use their firm's resources to campaign on behalf of political candidates comp romise themselves and the firms that employ them,” said Robert Khuzami, director of enforcement at the commission.

Part of the fine Goldman is paying includes disgorgement of $7.5 million that Goldman earned in underwriting fees.

In a statement, Goldman said it detected Mr. Morrison's activities, flagged regulators and then terminated him. “We accept responsibility for the consequences of his unauthorized actions under the terms of the settlements announced today and are pleased to resolve these investigations.”

The S.E.C. said that the Massachusetts attorney general would file a related action against Goldman.

At one point, according to the S.E.C. complaint, Mr. Morrison acknowledged the problem, telling a campaign official in an e-mail that “I am staying in banking and don't want a story that says that I am helping Cahill, who is giving me banking business. If that came out, I'm sure I wouldn't get any more business.”

Mr. Morrison , the agency, said, highlighted his political ties when lobbying Mr. Cahill's office for business. In one e-mail to a deputy treasurer, he wrote “from my standpoint as an advisor/consultant/friend I am saying, PLEASE don't give these slots away willy-nilly,” referring to the underwriting business. “This has to be a political decision.”



Taming the High-Speed Traders

Taming the High-Speed Traders  |  High-frequency trading, which dominates the market in the United States, and has been associated with some high-profile problems in this country, is getting more oversight abroad, in places like Germany, Australia and Canada. As Nathaniel Popper of The New York Times puts it, “countries around the globe are now using America as a model for what they don't want to look like.” Our own Securities and Exchange Commission, though, is taking a look at how high-speed trading glitches are handled, according to The Wall Street Journal. (On Tuesday, the S.E.C. is hosting a meeting in Washington to talk about ways to limit problems.)

A committee of lawmakers in the European Parliament voted on Wednesday to have orders by speedy traders be delayed by at least a half-second - an eternity when time is measured in mill ionths of a second. Those proposed rules, which would need support from individual countries, came right after the German government moved forward with an effort to bring these traders under stricter government control.

All this doesn't sit well with some of the industry's players (although some insiders do support reform). An executive at Deutsche Boerse, the operator of the stock exchange in Frankfurt, told Reuters that the plan by the European Parliament could hurt liquidity and have “corresponding additional costs for investors and the real economy.” The debate over the issue can tend to veer into technicalities, but Business Insider has put together a handy guide in plain English.

RIM Earnings Preview  |  Expectations are low as Research in Motion, maker of the BlackBerry, gets ready to report its quarterly results after the market closes on Thursday. Analysts are predi cting the company will report a loss, compared with a profit in the period a year earlier. For a blunt assessment of RIM's outlook, just turn to the chief executive, Thorsten Heins, who said this week, “We have a clear shot at being the No. 3 platform in the market.”

The company, looking ahead to the upcoming BlackBerry 10, has been using some creative methods of wooing software developers, and it recently pointed to its bigger cash pile as a sign of optimism. Shares rose on Wednesday after the company reported a better-than-expected number of subscribers. But shareholders probably aren't feeling comforted, writes Spencer Jakab in The Wall Street Journal's Heard on the Street column:

“Focusing on cash and cash flow isn't exciting to investors who have, for good reason, discounted the likelihood of a takeover offer. The company may be worth more than the sum of its parts but probably is more trouble than it is worth.”

On the Agenda  |  Discover Financial Services reports earnings before the market opens, and Nike reports its results after the bell. John Thain, the former Merill Lynch chief executive who now runs the CIT Group (which, according to Fox Business Network, he is looking to sell), is on CNBC at 3:00 p.m.

The third quarter will be over on Friday, at least as far as stock trading is concerned, and investors are likely to have smiles on their faces after they get their quarterly investment statements. So far the Dow is up more than 6 percent, the S&P 500 is up nearly 8 percent and the Nasdaq is up more than 8 percent for the quarter. Certainly, the last two days could erase some of those gains. Durable goods orders for August are expected to be weak.

The Biggest Democratic Super PAC Donor is James H. Simons, the billionaire hedge fund quant and onetime math professor, reports Nicholas Confessore in The New York Times. Mr. Simons, who is known for keeping a low profile, has given at least $2 million to Priorities USA Action, the super PAC supporting President Obama, and $2 million more to two allied groups that support Democrats in Congress, Mr. Confessore says.

“The fact is that I am not seeking any publicity in this matter,” Mr. Simons said in an e-mail to The Times. “The donations can speak for themselves.”

Clock Ticking for Glencore and Xstrata  |  Monday is the new deadline for Xstrata to decide whether to accept Glencore's sweetened takeover offer. The negotiations are centering on the question of who will run the new company, which will combine Xstrata's mining business with Glencore's trading operations. Under the new terms, Glencore's chief executive, Ivan Glasenberg, would take over from Xstrata's chief, Mick Davis, six months after the merger is complete. Wi lliam MacNamara writes in DealBook:

“An adviser close to Xstrata said he had the ‘strongest possible guidance' that Xstrata executives would leave when Mr. Glasenberg took over. As a result, retention packages have become the leading issue in Xstrata's talks with shareholders before its decision to recommend or reject Glencore's offer, according to an adviser close to the proceedings. More than 60 Xstrata executives would receive bonuses worth more than $200 million if they stayed at the new company for a specified period. Xstrata says it believes these are crucial safeguards for the performance of Glencore-Xstrata's mining-led business. But it may be tough to extract any richer bonuses than those.”

Mergers & Acquisitions '

Cerberus to Sell $2.5 Billion Stake in Japanese Bank  |  The private equity firm will start selling its $2.5 billion stake in Japan's struggling Aozora Bank this year in a much-anticipated exit for Cerberus more than a decade after its initial investment.
DealBook '

Mergers and Acquisitions Sink to Post-Crisis Low  |  Deals announced in the third quarter amount to $446 billion, the lowest level since the third quarter of 2009, Bloomberg News reports.
BLOOMBERG NEWS

2 Opposite Personalities in Aerospace Merger Talks  |  The European aerospace giants EADS and BAE are run by two very different men. According to The Wall Street Journal, the chief executive of the former “has a reputation as a bit of a corporate cowboy,” while the head of the latter is said to avoid “stunts, publicity and most risk.”
WALL STREET JOURNAL

Dean Foods Explores Sale of a Dairy Unit  |  Dean Foods announced Wednesday that it was exploring the sale of its Morningstar unit as the company takes steps to reduce its debt.
DealBook '

INVESTMENT BANKING '

Cyberattacks Leave American Banks Unharmed  |  The Bits blog reports that Bank of America, JPMorgan Chase, Citigroup, U.S. Bancorp and PNC were hit by hacker attacks that caused delays on their sites but were not “technically sophisticated” and did not affect customers' bank accounts.
NEW YORK TIMES BITS

Lloyds Said to Be Selling $416 Million Loan Port folio  |  The international unit of the Lloyds Banking Group is looking to offload a portfolio of Australian distressed corporate loans, The Wall Street Journal reports, citing an unidentified person familiar with the matter.
WALL STREET JOURNAL

Nomura Said to Be Cutting Jobs in American Equities  | 
BLOOMBERG NEWS

Bank of America Merrill Lynch Said to Cut Jobs in Australia  | 
WALL STREET JOURNAL

PRIVATE EQUITY '

Investors Put More Pressure on Private Equity Firms  |  Reuters reports: “Pensio n funds and endowments are pressing private equity firms hard to boost returns amid a global economic slowdown, just as buyout executives set off on a new round of multibillion-dollar fundraising. The tension between private equity firms and their institutional investors is rising, with pension funds also wanting more exposure to specialised investments rather than just broadly themed funds. Some buyout bosses believe that may not be such a good idea.”
REUTERS

Behind K.K.R.'s Success  |  Bloomberg News' Jason Kelly, who wrote a new book on private equity, profiles the firm's founders.
BLOOMBERG NEWS

Silver Lake Said to Lower Goal for New Fund  |  Bloomberg News reports: “Silver Lake, the largest technology-focused p rivate-equity firm, cut the target amount for the clean-technology fund it set out to raise early last year with the backing of George Soros, according to two people familiar with the situation.”
BLOOMBERG NEWS

Founders Offer to Take Hotel Chain Private  |  The co-chairman and founders of 7 Days Group Holdings, a hotel chain based in China, are working with the Carlyle Group and Sequoia Capital China in a buyout bid of about $635 million, The Wall Street Journal reports.
WALL STREET JOURNAL

Triton Advisers Looks to Raise $3.1 Billion Fund for Europe  | 
BLOOMBERG NEWS

HEDGE FUNDS '

Former Hedge Fund Chief Pleads Guilty to Fraud  |  Michael J. Spak, who formerly ran the New Jersey hedge fund Osiris, pleaded guilty to conspiring to defraud investors of more than $4 million, Bloomberg News reports.
BLOOMBERG NEWS

Some Macro Funds Stand Out  |  Pivot Capital Management, based in Monaco, is among a handful of macro funds that have done better than investments in stocks and bonds, according to Bloomberg News.
BLOOMBERG NEWS

Deutsche Bank Executive Leaves to Start Hedge Fund  |  Hal Lehr, who was global head for cross-commodity trading at the German lender, left with three of his former associates, according to Bloomberg News.
BLOOMBERG NEWS

I.P.O./OFFERINGS '

Mexico Unit of Banco Santander Rises 6% in Debut  |  Shares of the unit, Grupo Financiero Santander México, rose 6 percent on its first day of trading to close at $12.91, amid a choppy environment for initial public offerings.
DealBook '

Echoes of Facebook in Japan Airlines' Volatility  |  Institutional investors stepped in to buy Japan Airlines stock after it slid as much as 16 percent below the offering price in trading on Wednesday, The Wall Street Journal reports.
WALL STREET JOURNAL

Indian Wind Power Business Looks to Raise Up to $406 Million  | 
REUTERS

Taylor & Martin Aims to Raise $180 Million in I.P.O.  | 
REUTERS

VENTURE CAPITAL '

Andreessen Horowitz Taps Former D.C. Mayor as Special Adviser  |  On Wednesday, the firm announced that it had tapped Adrian Fenty, a former Washington mayor, adding another Beltway insider to its team.
DealBook '

Which Start-Ups Fared Best?  |  According to a ranking from The Wall Street Journal, the most successful young companies were all ones that catered to businesses.
WALL STREET JOURN AL

LEGAL/REGULATORY '

Former Credit Suisse Banker Arrested in Britain  |  Kareem Serageldin, the former global head of Credit Suisse's structured credit trading business, faces criminal charges in the United States, and is the “highest-level Wall Street executive to be charged in a case relating to the 2008 financial meltdown,” The Wall Street Journal reports.
WALL STREET JOURNAL

Top S.E.C. Officials Head for the Exit  |  The Wall Street Journal reports that the departures of several advisers to Mary L. Schapiro, the Securities and Exchange Commission chairwoman, suggest that Ms. Schapiro herself might step down before her term is done.
WALL STREET JOURNAL < /span>

S.E.C. Looks to Intervene in Fight Between Lehman and Barclays  |  The legal spat between Lehman Brothers and Barclays stems from the purchase of Lehman's North American unit during the financial crisis.
BLOOMBERG NEWS



Tempur-Pedic to Buy Sealy

The mattress maker Tempur-Pedic announced on Thursday that it was buying rival Sealy for $2.20 a share, or $228.6 million. Including the assumption of debt, the transaction is valued at $1.3 billion.

The per-share price represents a premium of about 23 percent to the 30-day average of Sealy's shares.

“This is a transformational deal that brings together two great companies,” Tempur-Pedic's chief executive, Mark Sarvary, said in a statement. ”In addition, our global footprint will span over 80 countries. The shared know-how and improved efficiencies of the combined company will result in tremendous value for our consumers, retailers and shareholders.”

Under the deal, which is expected to close in the first half of next year, Sealy will finally cut ties with Kohlberg Kravis Roberts, which owns about 46 percent of the publicly traded company.

Sealy has been in private equity hands since 1989, when it was first taken private by Gibbons, Green, van Amerongen, a New York-based buyout shop. Bain Capital acquired the company in 1997 and then handed it off to K.K.R. in 2004, for a price of $1.5 billion. Two years later, K.K.R. took the mattress-maker public, but maintained a sizable stake and influence in the company.

However, K.K.R.'s management of Sealy has often tested investors' patience. Earlier this year, several investors blamed K.K.R. for Sealy's poor financial performance and lobbied for a shake-up of the company's board. In one March filing, H Partners, a hedge fund with a minority interest in the company, said K.K.R. held a “dominance” over the board, because the majority of the directors had current or previous ties to K.K.R. Last year, the company recorded a loss of $9.8 million.

According to Tempur-Pedic's statement on Thursday, Sealy will continue to operate as an independent unit. Its longtime chief executive, Larry Rogers, will stay on as the head of Sealy, reporting to Mr. Sarvary.



Cerberus to Sell $2.5 Billion Stake in Japanese Bank

TOKYO - Cerberus Capital Management will start selling its $2.5 billion stake in Japan's struggling Aozora Bank this year, the Asian lender said on Thursday, in a much-anticipated exit for the American private equity firm after a more than a decade since its initial investment.

Ceberus will sell a portion of its 55 percent stake in Aozora in a planned share buyback scheme by the bank, Aozora said in a news release. The New York-based private equity firm will sell its remaining Aozora shares in the capital markets or through private transactions, the statement said.

Shares in Aozora plunged on the news, ending the day down 9 percent at 232 yen, or about $2.99, in Tokyo. At that price, a sale of Cerberus's entire stake would fetch about $2.5 billion.

Cerberus has not yet decided on the sale's pace and pricing, Aozora said. The Tokyo-based bank also said it was replacing its chief executive, Brian Prince, with Shinsuke Baba, the bank's chairman.

Repres entatives of Cerberus in Tokyo could not immediately be reached.

Aozora's predecessor, the Nippon Credit Bank, was temporarily nationalized in 1998 during Japan's banking crisis. The government then sold off large stakes in the bank to investors, including Cerberus, which had hoped to profit from Japan's distressed assets.

Despite an attempted turnaround, Aozora, a mid-sized lender in the Asian country, has struggled to carve out a lucrative business, squeezed between Japan's megabanks and smaller regional lenders who dominate local lending.

Last month, Aozora said it would take more than a decade to pay back about 180 billion yen in public funds that it still owes the government.

Cerberus has already more than doubled its initial 100 billion yen investment in Aozora when it sold part of its holdings during the bank's 2006 relisting. But Aozora's share price has slumped amid the financial crisis and has struggled to recover, limiting any further upsid e for the American firm and spurring its executives to explore a possible exit.