Total Pageviews

Weighing New Risks, 25 Years After the Crash

Wall Street looks very different nowadays than it did on Oct. 19, 1987, when the Dow Jones industrial average plunged 23 percent in a single day. But 25 years - and one global financial crisis - later, market experts are still warning of risks to the system.

In the aftermath of the Black Monday crash came the rise of a new, computerized force for destruction, writes Floyd Norris in his column in The New York Times. High-frequency traders, which today provide much of the stock market's liquidity, are more sophisticated than the old system, but they're also less reliable when trading gets rough, Mr. Norris writes.

That potential for damage was on display on May 6, 2010, when computerized selling brought about a dizzying flash crash, and also this year, when a malfunction at Knight Capital caused prices to spin out of control.

One often hears these days that ordinary investors are giving up on stocks. Spooked by the financial crisis and the flash crash, inv estors have taken $440 billion out of equity mutual funds in the United States since 2008, Bloomberg News says, citing data that it compiled with the Investment Company Institute.

Indeed, experts point out that big risks remain.

“In 1987, everybody tried to go to the exit at the same time, but the exit door wasn't big enough,” the longtime trader E.E. Geduld, known as Buzzy, told Bloomberg News. “Fast forward to 2012. The volumes we can handle are gigantic, but the exit door hasn't changed in size.”

The 25th anniversary of the crash has prompted some remembrances.

For a sense of the mood at the time, The New York Times and The Wall Street Journal have both published images of their front pages from the following day. “Does 1987 Equal 1929?” a headline in The New York Times asked. (It didn't.)

One well-known trader, Arthur Cashin, who ran floor operations for Paine Webber at the time, wrote this week that the day after Black Monday wa s actually “far more dangerous. It was the day that the wheels almost did come off the locomotive.”

The man overseeing the New York Stock Exchange was John J. Phelan Jr., the chairman, who was commended for keeping the exchange open on Monday even as stocks were tanking. He personally rang the closing bell. (Mr. Phelan died this August.)

Mr. Norris, who in 1987 was the stock market columnist for Barron's, recounts being on the Salomon Brothers trading floor.

“Near the end of that Monday, I remember looking up and seeing dozens of young investment bankers lining the trading floor,” he writes. “There was really nothing for them to see; the ticker tape rolling across the side wall was hours behind actual trading. But many no doubt wondered if their world was coming to an end.”

Some traders recalled being unable to a tell what was going on. Others couldn't quite believe what was happening.

James B. Stewart, now a columnist for The New Yo rk Times, said he was on vacation in France at the time. He recalled on CNBC on Friday that he saw the headlines and thought, “They must have gotten it wrong.”



WebMD Extends Its Poison Pill Defense

WebMD has fortified its takeover defenses, as the beleaguered online health information provider continues to struggle with a falling stock price and profits.

The company said on Friday that it had extended a shareholder rights plan, informally known as a poison pill, for two additional years. Such defenses are meant to make hostile takeovers prohibitively expensive for unwanted suitors.

As part of the amendment, stock grants for directors will not count toward determining whether an investor is amassing a bigger stake.

WebMD's board is feeling pressure, as the company continues to flail in the wake of reduced advertising spending by drug makers and increased competition on the Web. It has reported two consecutive quarterly losses, the more recent one topping $5.6 million.

Shares in the information provider have fallen 62 percent so far this year, reaching $14.22 in midmorning trading on Friday.

WebMD has already taken some steps to try to tur n itself around. In June, it named Cavan Redmond, a former Pfizer executive, as its new chief executive.

And it agreed to expand its board by one seat, giving the activist investor Carl C. Icahn the ability to name a director. His firm owned a 13.65 percent stake as of June 30.



In Goldman Case, Re-examining Foreign Sales

One of the first cases to come out of the financial crisis involved fraud charges filed by the Securities and Exchange Commission against Goldman Sachs and one of its mid-level executives, Fabrice Tourre.

The case involved a synthetic collateralized debt obligation tied to subprime mortgages that lost most of its value within months of being sold. Goldman settled the case by paying a $550 million penalty, but Mr. Tourre has continued to fight the charges. He faces a trial date of July 15, 2013.

Now, a new Federal District Court judge in Manhattan, Katherine B. Forrest, has been assigned to preside over the case after it was transferred from the docket of Judge Barbara S. Jones. No reason has been given for the transfer. Judge Jones conducted the trial of Bernard Ebbers, former chief executive of WorldCom, sentencing him to 25 years in prison after his conviction.

Judge Forrest has been on the bench for only one year, receiving her judicial commission o n Oct. 17, 2011, but she is no stranger to closely watched cases. Last month, she issued a permanent injunction prohibiting the federal government from enforcing a law authorizing indefinite military detention.

The issues in Mr. Tourre's case are certainly less controversial, but not less difficult in figuring out the reach of the federal securities law.

Last week, Judge Forrest held a hearing after the S.E.C. asked to revisit a ruling of Judge Jones that had dismissed part of the complaint in light of a subsequent decision by the United States Court of Appeals for the Second Circuit. The charges related to the sale of the C.D.O. by Goldman to a German bank. Judge Jones concluded that the transaction took place outside the United States, and therefore did not come within the federal securities laws.

In Morrison v. National Australia Bank, the Supreme Court limited the application of the primary securities fraud provision, Section 10(b) of the Securitie s Exchange Act of 1934, to only those transactions conducted on a stock exchange in this country or “domestic transactions in other securities.” The lower courts have struggled to figure out exactly what comes under that second category.

In dismissing a portion of the S.E.C.'s complaint, Judge Jones interpreted the Morrison opinion to require showing that a party to a transaction had incurred “irrevocable liability” to purchase or sell the security in the United States if the trade was not conducted on a domestic stock exchange. Although Goldman was the underwriter of the C.D.O., a Cayman Islands-based issuer was the actual seller to the German bank, so Judge Jones concluded there was no connection to this country to allow the S.E.C. to pursue its claim.

The S.E.C. claims that a more recent decision by the appeals court expanded the test for what transactions can come under the federal securities laws. In Absolute Activist Value Master Fund Ltd. v. Fic eto, the appeals court said that the transfer of title to securities in the United States could also be sufficient to bring a case in federal court. The S.E.C. argues that the closing on the Goldman C.D.O. transaction took place in New York and that should be sufficient to allow the claims related to the German bank to proceed.

To make things even more complicated, in reaching its decision the appeals court cited with approval Judge Jones's opinion dismissing claims under the “irrevocable liability” test. Whether there really is a broader test from the Absolute Activist decision is something Judge Forrest will have to figure out.

A brief filed by Mr. Tourre's lawyers disputes whether the dismissed charges can be reinstated, and argues that the parties conducted discovery of foreign witnesses on the assumption that the claims related to the German bank would not be litigated. If Judge Forrest finds in favor of the S.E.C. and reinstates the dismissed claims, then there is a chance that discovery will have to be reopened and the trial could be pushed back.

As per its bylaws, Goldman is paying for Mr. Tourre's lawyers, and the prospect of the case going to trial cannot be a pleasant one for the firm. In addition to the rising legal costs, which could run into the millions of dollars, the case will dredge up issues regarding how the firm put together and sold the C.D.O. right before the financial crisis, which will not cast it in a favorable light.

The stakes are even higher for the S.E.C., so any advantage it can gain in the case against Mr. Tourre is important.

An earlier trial on securities fraud charges against a midlevel Citigroup banker for selling a C.D.O tied to subprime mortgages resulted in a finding against the S.E.C.

The defendant's lawyers offered a “Where's Waldo?” defense, claiming he had only a minor role in a questionable securities offering. Mr. Tourre occupied a similar position at Goldman, and is likely to claim that he was only a bit player in putting together and marketing a C.D.O. that was reviewed by a far more senior executives who have not been named in the case.

If the S.E.C. is unable to hold individuals liable for the sales practices of Wall Street firms, it raises questions about whether it can effectively police the financial markets.

As Judge Forrest wades into a Mr. Tourre's case, her rulings are sure to come under the microscope to see how she handles a high-stakes securities fraud case.



Providence Confirms Its Exit From Hulu

Providence Equity Partners confirmed on Friday that it had sold off its 10 percent stake in Hulu, leaving the online video service under the control of major media companies.

Providence had considered exiting its investment in the service for some time, selling its stake to its partners. The remaining owners are NBC Universal, the News Corporation and the Walt Disney Company.

Founded in 2007, Hulu was intended to serve as an online hub for content from its media owners. A longtime investor in technology and media ventures, Providence paid $100 million to gain a 10 percent stake, adding an independent voice to the board.

Two years ago, Hulu put itself up for sale, drawing buyout offers from the likes of Google and Yahoo. But the valuations proved unsatisfactory to the service's owners, including Providence, which did not initially want to sell.

Since then, the company has grown, becoming one of the top online video sites and a rival to older competit ors like Netflix. Hulu said in April that its paid service, Hulu Plus, surpassed two million subscribers in the first quarter this year.

“We enjoyed our partnership with Jason Kilar and Hulu's management, News Corporation, NBCUniversal and The Walt Disney Company, and we are pleased to have contributed to Hulu's success,” Jonathan M. Nelson, chief executive of Providence. “Hulu's rapid growth into a leading online premium content provider has exceeded expectations, and Jason and the entire team have helped evolve this important space for the benefit of users, content owners and advertisers. We know Hulu will continue to surprise and amaze in the years ahead.”



Goldman\'s Sigh of Relief

GOLDMAN'S SIGH OF RELIEF  |  If Goldman Sachs insiders were worried about the upcoming memoir by a disgruntled former employee, they aren't anymore. A spokesman for Goldman said he was “relieved” upon reading the book, which is scheduled to be released on Monday.

It turns out that the former employee, Greg Smith, doesn't offer many new details in his memoir, “Why I Left Goldman Sachs,” which builds on an opinion article published in The New York Times this year. Nelson D. Schwartz writes in DealBook that the book is “long on Mr. Smith's reminiscences of the pleasures of the job - handmade suits, sashimi at 30,000 feet, strawberries at Wimbledon,” but short on any “illegal or questionable financial practices at the firm.” The information Mr. Smith provides on the trader Fabrice Tourre, who became known to the public as “Fabulous Fab” after the Securities and Exchange Commission charged Goldman with fraud in 2010, is that he was “slightly goofy” and “socially awkward.” Not exactly groundbreaking stuff.

The book also includes a cameo from Warren E. Buffett and a scene at the gym in which Lloyd C. Blankfein, Goldman's chief executive, is nude, according to The Wall Street Journal. The blog Dealbreaker published an excerpt in which Mr. Smith tries hard not to brag about his superlative Ping-Pong abilities.

Goldman went on the offensive on Thursday, providing Bloomberg News with documents showing that Mr. Smith “was denied a raise and a promotion in the weeks before he resigned in March.” The revelation was enough to prompt a columnist for Bloomberg View, William D. Cohan, to label Mr. Smith “a sweet-talking con man.” Mr. Smith is expected to give his side of the story in an appearance on “60 Minutes” on Sunday. Goldman Sachs will give its view when Edith Cooper, the firm's global head of human capital management, appears on Bloomberg TV at 10 a.m on Friday.

Goldman doesn't have Lucas van Praag to defend it anymore, but the former public relations chief is starting his own firm, LvP & Associates, according to The New York Post. The newspaper says that Mr. van Praag “will dole out advice to financial firms and other companies seeking crisis management and help navigating reputational risk.”

BLACK MONDAY, 25 YEARS LATER  |  When the Dow Jones industrial average lost 23 percent of its value on Oct. 19, 1987, young investment bankers on the trading floor of Salomon Brothers “no doubt wondered if their world was coming to an end,” writes Floyd Norris of The New York Times, who at the time was the stock market columnist at Barron's. The crash didn't lead to a new Depression, despite dire predictions. Bu t Mr. Norris writes that it signified “the beginning of the destruction of markets by dumb computers.” For more on the 25th anniversary of the crash, James B. Stewart of The New York Times is appearing on CNBC around 10 a.m.

ON THE AGENDA  |  Next Wednesday, the former Goldman Sachs director Rajat K. Gupta is scheduled to be sentenced for insider trading. Not surprisingly, the government and Mr. Gupta's defenders have two very different views on what his penance should be. DealBook's White Collar Watch columnist, Peter J. Henning, outlines the factors that the United States District Court judge Jed S. Rakoff will consider, saying that the judge may give “a much lower recommended sentence than what the government wants.”

Data on existing home sales in September, to be released at 10 a.m. on Friday, will offer more clues as to whether the housing mark et is indeed experiencing a recovery. Hans Humes, the chief investment officer of Greylock Capital Management, is on CNBC at 12 p.m. Kenneth Feinberg, the former pay czar for the Obama administration, is on CNBC at 11 a.m.

SEAN PARKER'S UNCERTAIN START  |  Sean Parker and Shawn Fanning, the pair behind Napster, are finding a tepid response to their new, much-hyped start-up, Airtime, reports Jenna Wortham of The New York Times. Granted, the site is just four months old, at “a ridiculously early stage for a company,” as Mr. Parker told The Times. But Ms. Wortham says, “part of the problem is that Internet users are not likely to stick around while a new company figures out its direction.”

Mergers & Acquisitions '

Pacific Century to Buy ING's Asian Insurance Units for $2.1 Billion  |  The Dutch financial services firm has agreed to a $2.1 billion deal to sell some of its Asian insurance businesses to Pacific Century Group, owned by Richard Li, the son of one of Asia's richest men.
DealBook '

Carrefour to Sell Colombian Unit for $2.6 Billion  |  The European retailing giant has agreed to sell its Colombian business to the Chilean company Cencosud for 2 billion euros, or $2.6 billion.
DealBook '

Clearwire Is Sought by Sprint for Spectrum  |  Sprint disclosed on Thursday that it had offered to buy a stake in Clearwire from its founder, Craig O. McCaw, the cellphone pioneer, effectively giving it majority control of the struggling bro adband company.
DealBook '

Best Buy Founder's Campaign to Take Control  |  Richard Schulze, Best Buy's founder and its largest shareholder, has been raising billions of dollars this year for a bid to take over the company. “Associates say he's certain he'll succeed,” Bloomberg Businessweek writes.
BLOOMBERG BUSINESSWEEK

Orient-Express Hotels Gets Buyout Offer  |  Shares of Orient-Express Hotels surged in trading on Thursday after the hotel arm of the Tata conglomerate of India made an offer for the rest of the company that it does not already own.
DealBook '

Hawker Beechcraft Says Deal Talks Ended  |  Hawker Beechcraft, the business jet maker, said on Thursday that takeover talks with the Superior Aviation Beijing Company had collapsed and that Hawker would instead seek to emerge from bankruptcy as a stand-alone company.
DealBook '

INVESTMENT BANKING '

When Wall Street Firms Change Risk Models  |  While it may be tempting to ignore value at risk altogether because it has proved of little worth when times get tough, that might be mistake. Value-at risk-measurements play a crucial role in setting capital.
DealBook '

Morgan Stanley Chief Suggests Commodities Arm May Be Sold  |  James Gorman of Morgan Stanley said the firm was obligated to explore “differ ent structures” for its commodities trading division, Reuters reports.
REUTERS

Gorman on Track to Miss Performance Goals  |  Morgan Stanley's chief executive looks likely to forfeit stock compensation that was conditioned on the firm's producing an average return on equity of 12 percent, Bloomberg News reports.
BLOOMBERG NEWS

A Citigroup To-Do List  |  “Michael Corbat, congratulations on becoming the new chief executive officer of Citigroup!” writes Nick Summers in Bloomberg Businessweek. “Here is a list of about 6 billion things that require your immediate attention.”
BLOOMBERG BUSINESSWEEK

Santander Plans Credit Card Venture in Spain  |  The Spanish bank Santander is teaming up with Elavon, a credit card payment processing company owned by U.S. Bancorp, to start a card service in Spain, Reuters reports.
REUTERS

Cyberattacks Pose New Challenge for Banks  | 
WALL STREET JOURNAL

Ally Financial Confronts Cyberattacks  | 
REUTERS

PRIVATE EQUITY '

A Victory for Vulture Investors in Australia  |  When Nine Entertainment fell on hard times, firms led by Apollo Global Management and Oaktree Capital began buying its b onds and eventually took control from the private equity firm CVC. The Economist writes: “Distressed investors are sometimes maligned, but this deal is an advertisement for their restorative powers.”
ECONOMIST

Blackstone Swings to Profit of $622 Million in 3rd Quarter  |  The alternative investment giant Blackstone Group swung to a $621.8 million gain for the quarter from a loss in the period a year earlier, benefiting from a sharp increase in the value of its holdings.
DealBook '

Champ Ventures Buys Stake in Shipping Company  |  The private equity firm Champ Ventures, along with HarbourVest Partners, is taking an 85 percent stake in Sea Swift, an Australian shipping company, The Wall Street Journal reports.
WALL STREET JOURNAL

HEDGE FUNDS '

In Insider Trading Case, Drawing In David Ganek  |  Anthony Chiasson, a co-founder of Level Global, is trying to show that his more prominent partner, David Ganek, who has not been accused of wrongdoing, traded in the same stocks during the same periods.
DealBook '

Chipotle's Profit Misses Expectations  |  The results offered evidence for a bearish argument by David Einhorn earlier this month.
BLOOMBERG NEWS

John Paulson's Personal Real Estate Investments  |  The billionaire hedge fund manager “has spent more than $145 million on six properties” over the last eight years, according to The Wall Street Journal.
WALL STREET JOURNAL

I.P.O./OFFERINGS '

Lackluster Debut for Astro Malaysia Holdings  |  The Malaysian television company was flat in its trading debut on Friday, “on concerns its valuation was too high,” Reuters reports.
REUTERS

Lord & Taylor Parent Moves Toward an I.P.O.  |  The Hudson's Bay Company, which was founded in 1670, making it Canada's oldest corporation, has filed a preliminary prospectus in preparation for a return to the Toronto Stock Exchange.
DealBook '

VENTURE CAPITAL '

Venture Capital Firms Selling to Private Equity  |  According to a new report from the data firm PitchBook, a record number of “exits” for venture capital firms this year came from private equity, The Wall Street Journal reports.
WALL STREET JOURNAL

Venture Capital Investments Fall 12 Percent  |  The latest data showed investments by United States venture capital firms falling to $6.49 billion in the third quarter, Reuters reports.
REUTERS

LEGAL/REGULATORY '

JPMorgan Apologizes for Energy Trading Errors  |  JPMorgan Chase said it “regrets an d apologizes” for mistakes by its energy trading unit, as it faces the possibility of having its license to trade electricity suspended, Bloomberg News reports.
BLOOMBERG NEWS

S.E.C. Settles Insider Trading Case Against Hong Kong Firm  |  Well Advantage, which is run by the billionaire Zhang Zhi Rong, agreed to pay more than $14 million related to accusations that it illegally traded in the shares of the Canadian oil producer Nexen before the announcement that it was being acquired by Cnooc.
DealBook '

Barclays Sets Aside $1.1 Billion More for Insurance Claims  |  The British bank has earmarked an additional £700 million to compensate clients who were inappropriately sold payment protection insurance.
DealBook '

Google's Earnings Are Filed Too Early  | 
NEW YORK TIMES

Aid for Spanish Banks to Be Agreed Upon This Year  |  The New York Times reports: “European Union leaders said early Friday that legislation enabling rescue aid to be channeled directly to Spanish banks should be agreed by the end of the year, but they left open critical decisions on how soon it could go into effect.”
NEW YORK TIMES

Europe Moves Closer to Adopting a Single Bank Supervisor  |  European leaders agreed at a summit in Brussels “to adopt a legal framework by the end of this year giving the European Central Bank overall r esponsibility for banking supervision,” Reuters reports.
REUTERS



In Insider Trading Case, Drawing In David Ganek

Anthony Chiasson was unknown outside of Wall Street before his arrest in January on insider trading charges.

A co-founder of Level Global and the head of research there, Mr. Chiasson typically resided in the shadow of his more prominent partner, David Ganek.

Now, it appears, Mr. Chiasson is making an effort to pull in Mr. Ganek as part of his defense strategy. In a letter sent to the federal judge overseeing the case, lawyers for Mr. Chiasson said they planned to show jurors an analysis from an expert witness showing that Mr. Ganek traded in the same stocks during the same periods that their client did.

Mr. Chiasson's lawyers, Greg Morvillo and Reid Weingarten, do not accuse Mr. Ganek of trading on inside information. Indeed, Mr. Ganek, who decided to shutter Level Global last year following a raid by federal agents, has not been accused by investigators of any wrongdoing.

But any evidence that shows that Mr. Ganek bought and sold the same shares a round the same time that Mr. Chiasson did could provide reasonable doubt to jurors. Beyond addressing the trading pattern at the firm, the lawyers' letter to the judge, Richard J. Sullivan of Federal District Court for the Southern District of New York, indicated that the defense planned to use the testimony of Mukesh Bajaj, the founder of AFE Consulting, to show that public information was readily available to support the tips that Mr. Chiasson is accused of trading on.

“After an exhaustive two year investigation and on the eve of trial, what speaks for itself is that the government hasn't charged anyone else from the fund,” said Davidson Goldin, a spokesman for Mr. Ganek.

The government, for its part, is arguing that Mr. Ganek's trades should not be admissible because they are not part of the case. At Level Global, three people shared trading oversight, which also would make it difficult for the defense to parse out what trading was ordered by whom.

M r. Ganek and Mr. Chiasson cut their teeth trading for SAC Capital, the hedge fund behemoth run by the billionaire Steven A. Cohen. The men decided to start their own fund in 2003, and quickly raised a handsome sum for investors eager to put money with the rising stars. Mr. Ganek, a trader and portfolio manager, captured headlines for his lavish spending, including for a home in one of Manhattan's most exclusive buildings and his substantial modern art collection.

Mr. Chiasson, for his part, stayed under the radar. He had no overly expensive habits and didn't serve on any of the boards that his partner did, though he remained involved in his high school and college alma maters.

When the hedge fund sent out a letter to investors stating its intention to return money to them, Mr. Ganek's was the sole signature at the bottom. A spokesman for Mr. Ganek said at the time, nearly a year before Mr. Chiasson was charged, that the gesture had nothing to do with any impendin g criminal action.

But of all the insider trading cases the government has brought, from a hedge fund tycoon to a former Goldman Sachs board member, Mr. Chiasson's case is the biggest. He and others are accused of making $67 million trading based on insider tips related to Dell and Nvidia.



Weighing the Factors in the Gupta Sentencing

The memos submitted by the government and defense lawyers for the former Goldman Sachs director Rajat K. Gupta present sharply contrasting positions regarding how the court should punish the highest corporate executive caught in the crackdown on insider trading.

In its filing to the United States District Court judge Jed S. Rakoff, the government says Mr. Gupta's insider trading and conspiracy were “shocking” and his “crimes are extraordinarily serious and damaging to the capital markets.”

On the flip side, the defense draws on more than 400 letters submitted to the court in support of Mr. Gupta, the former head of McKinsey & Company, to offer a picture of a generous humanitarian and family man in support the argument that the “convictions in this case represent an utter aberration.”

The contrast becomes clearer when each side presents its view on the appropriate sentence. The government backs the recommendation of the federal sentencing guid elines for a prison term of 97 to 121 months, which would be among the longest sentences given for insider trading. Mr. Gupta asks for probation and a “rigorous and lengthy program of community service” that would include “a less orthodox but innovative proposal” to work in Rwanda on a health program to combat H.I.V.

In other words, prosecutors want him to wear the drab khaki clothing issued by the federal Bureau of Prisons for the next few years, while Mr. Gupta would like to become the equivalent of a Peace Corps volunteer.

The starting point in a federal prosecution is the calculation required by the sentencing guidelines. The main component is the amount of the gain from insider trading. The presentence investigation report prepared by the United States Probation Office calculated that amount at approximately $11.5 million, which has the effect of adding eight to 10 years to the recommended sentence.

Mr. Gupta disputes that amount, arguing tha t the court should use only a small portion of the gains attributable to what Raj Rajaratnam - the former head of the Galleon Group hedge fund who received tips from Mr. Gupta - directly realized from the trading. Under this analysis, the tipping resulted in a profit of only about $350,000 for Mr. Rajaratnam, producing a recommended sentence of 41 to 51 months.

Judge Rakoff's first task will be to determine the amount of the gain that will be used to calculate the recommended sentence under the guidelines. And the defense memorandum is quick to quote the judge's words in another case when he criticized the gain analysis for playing such a significant role that appears contrary to “elementary notions of justice or even common sense.”

So don't be surprised if Judge Rakoff, who is scheduled to sentence Mr. Gupta on Wednesday, starts out at a much lower recommended sentence than what the government wants. That means we are unlikely to see a prison term close to the 11 years that Mr. Rajaratnam received from a different judge for his more extensive insider trading that resulted in an estimated gain of $63 million.

Multimedia: Insider Trading

Judge Rakoff has also shown a tendency in recent insider trading cases to give a prison term below the sentencing guidelines recommendation.

For example, he gave Winifred Jiau, a consultant for expert network firm Primary Global, a sentence of four years for tipping despite the recommendation of prosecutors of a 10-year prison term. James Fleishman, who worked for Primary Global, received 30 months even though the government recommended the guidelines maximum of nine years in prison.

While that is certainly heartening for Mr. Gupta, it should not be read as meaning Judge Rakoff will shy away from meting out a prison term. Despite the fact that Mr. Gupta did not benefit personally from the tipping, his position as a director is one of t he most important in corporate America. Moreover, the evidence at trial showed that he was hardly reluctant about revealing confidential information learned from Goldman, including calling Mr. Rajaratnam within minutes of a board meeting.

Mr. Gupta's sentencing memorandum by his defense team walks a fine line by offering up his extensive charitable work as a basis for a lighter punishment while avoiding something judges always like to see: a measure of contrition for the misconduct. The defense at trial disputed whether Mr. Gupta actually tipped Mr. Rajaratnam, and avoids acknowledging that he violated the insider trading laws.

That posture protects Mr. Gupta's position in case the convictions were reversed and a retrial ordered. It also means he is unlikely to tell the court that he accepts responsibility for what he was convicted of doing.

Despite his criticism of the sentencing guidelines, Judge Rakoff has also acknowledged that deterrence plays a sign ificant role in sentencing for insider trading. As a former prosecutor and defense lawyer, he is keenly aware of how difficult it is to ferret out such conduct, and that his sentence will be closely watched by Wall Street traders.

So where will Judge Rakoff come out? I doubt he will accept the defense proposal to give probation and send Mr. Gupta to Rwanda because of the message it would send about misconduct by a corporate executive. But he is equally unlikely to impose a sentence that is anywhere close to the eight to 10 years prosecutors are seeking.

Another intriguing issue the judge will have to deal with is whether to order Mr. Gupta to pay restitution to Goldman. The firm has asked that it be reimbursed nearly $6.8 million because it was a victim of Mr. Gupta's violations.

That amount includes 25 percent of the director fees paid to Mr. Gupta and Goldman's legal costs related to the case, like its internal investigation, responding to subpoenas a nd perhaps even preparing its chief executive, Lloyd C. Blankfein, to testify at trial.

One element of an insider trading violation is a breach of fiduciary duty, which Mr. Gupta owed to the firm in his role as a director. But whether that makes Goldman a “victim” eligible to receive compensation is not clear because the firm did not lose anything directly from the tipping.

If Goldman is successful in obtaining restitution, that is only a small part of its costs from the case. As Peter Lattman wrote in The New York Times, the firm has also paid a large portion of Mr. Gupta's legal fees of more than $30 million, and that bill will only increase once he appeals his conviction.



Clearwire Is Sought by Sprint for Spectrum

Sprint Nextel has moved to protect one of its most valuable assets - access to a big chunk of spectrum - just as it is preparing to become a more aggressive force in wireless, with the backing of SoftBank of Japan.

The company, the No. 3 cellphone provider in the United States, disclosed on Thursday that it had offered to buy a stake in Clearwire from its founder, Craig O. McCaw, the cellphone pioneer, effectively giving it majority control of the struggling broadband company.

Sprint already relies on Clearwire to handle data demands for some of its customers, and the smaller network's big block of wireless spectrum could be useful in building out its own next-generation cellphone network.

“We believe it is a strong signal that Clearwire's future could likely be increasingly aligned with Sprint's strategy,” Michael Rollins, an analyst with Citigroup, wrote in a note to investors.

Sprint and SoftBank announced on Monday a deal that involves the J apanese telecommunications giant buying a 70 percent stake for $20.1 billion as well as providing an immediate cash infusion into Sprint.

While the Clearwire maneuver is not directly connected to that deal, it is a signal of intent from the American cellphone company, whose recent ambitions to challenge the market leaders Verizon Wireless and AT&T have been limited by a debt-laden balance sheet.

Sprint has already been converting much of its existing infrastructure into a Long Term Evolution network, which uses a faster data technology used by the newest smartphones.

A portion of Clearwire's spectrum, which is similar to the radio band that SoftBank uses, could eventually be turned into an LTE highway for devices that work on the networks of both Sprint and its Japanese partner.

While the agreement with Mr. McCaw appeared to come together with surprising speed, Daniel R. Hesse, Sprint's chief executive, said in an interview on Thursday that his compan y had already made it known to its partners in the company, which include Intel and Comcast, that it would be interested in buying their stakes if they were willing to sell.

Sprint already owns more than 48 percent of Clearwire, but the agreement with Mr. McCaw's investment vehicle, Eagle River Holdings, buying class A and class B shares from it for $100 million, will push that stake to more than 50 percent. Under the terms of agreements among the Clearwire investors, Eagle River must offer the other companies the right to buy into a portion of its shares.

Both Intel and Comcast have received that offer, giving them 30 days to decide.

Perhaps the most important aspect of the agreement with Mr. McCaw, from Sprint's perspective, is that the board seat held by Eagle River would be filled by Clearwire, adding a third independent director on the 13-member board.

Sprint would still control seven board seats. But having more independent voices could keep Cle arwire more aligned with the network operator's interests. Other strategic investors in Clearwire have also named directors. Agreements among the strategic investors require that certain important business decisions be approved by 10 of Clearwire's 13 directors.

“Sprint would sleep better at night knowing that the board was still controlled by Clearwire,” said Craig Moffett, an analyst with Sanford C. Bernstein.

Shares of Clearwire tumbled 10.18 percent on Thursday, to $2.03, as investors' hopes for a more conventional takeover were dashed.

Mr. Hesse stressed that the Eagle River transaction was not required for the closing of the SoftBank deal, and that he was not currently planning to further change Clearwire's governance.“Our interest is aligned with the public's,” he said.

But Mr. Hesse acknowledged that his company had previously been constrained in the strategic moves that it could make because of its heavy debt load and limited cash. †œIt's been very tough sledding for us because we have been the poor kid on the block,” he said. “We have seen a number of opportunities pass us by over the years.”

Last month, Time Warner Cable said it planned to sell its 7.8 percent interest in Clearwire. Sprint passed on buying that stake at the time, but Mr. Moffett said that the company would have loved to have reached a deal if possible.

Mr. Hesse may now be feeling emboldened after having struck the deal with SoftBank. The Japanese company plans to inject $8 billion directly into Sprint as part of its effort to take control of the American carrier, which can be used for corporate moves like acquisitions.

It isn't clear whether - or when - Sprint will try to buy out its remaining partners in Clearwire, though a person close to one of the other strategic investors said that any decision would ultimately come down to the price.

Neither Mr. Hesse nor Masayoshi Son, the founder and chief execut ive of SoftBank, would comment on other moves, including potential takeovers. People briefed on the matter have said that Sprint had considered bidding for MetroPCS, a smaller American cellphone service provider that plans to merge with T-Mobile USA.

Mr. Son has intimated that he envisions Sprint as a potential vehicle to buy other service providers. The enlarged T-Mobile has been suggested as a possible target. In an interview on Thursday, he emphasized that his ambition is to create one of the world's biggest mobile Internet companies.

And Mr. Hesse said on Thursday that he still anticipated being a part of the deal-making in the American cellphone service industry.

“This is a scale game,“ he said, adding that he believes regulators would favor transactions that fortified competitors to Verizon Wireless and AT&T, which currently tower over the rest of the industry.

But first their transaction must pass muster with American regulators, including the Justice Department and the Federal Communications Commission. It must also be reviewed by the Committee on Foreign Investment in the United States a government panel that determines whether a deal would pose a threat to national security.

Neither Mr. Hesse nor Mr. Son said that they expect any problems with the committee review, and that they have not heard from any legislators regarding potential issues with Sprint having a foreign owner.

And while a joint venture of SoftBank obtains network equipment from Huawei and ZTE, two Chinese telecommunications equipment makers criticized by the House Intelligence Committee earlier this week as being threats to national security, Mr. Son said that he is mindful of keeping the American government happy.

He said that Huawei and ZTE currently supply only a small part of his company's total equipment, and that he is mindful of the multiple government agencies that currently have contracts with Sprint. “We will re spect whatever the American government wants,” he said.

A version of this article appeared in print on 10/19/2012, on page B4 of the NewYork edition with the headline: With Cash From Deal With SoftBank of Japan, Sprint Goes After Bigger Stake in Clearwire.

Greg Smith\'s Memoir Offers Few New Details on Goldman

For several months, Goldman Sachs had been worried about what confidential details might come out in a memoir by Greg Smith, a former midlevel executive and trader who worked at the firm for a decade.

While the book does repeat the allegations he first described in a New York Times Op-ed page article, insiders were relieved on Thursday after seeing bootleg copies of the book as it provided few new details of the “toxic” culture that he said prompted him to quit.

Long on Mr. Smith's reminiscences of the pleasures of the job - handmade suits, sashimi at 30,000 feet, strawberries at Wimbledon - the former Goldman salesman's book does not break much new ground on illegal or questionable financial practices at the firm.

There are moments that every veteran Wall Streeter might recognize and will trouble readers - like when bankers increase their bonuses by advising clients to buy the most-profitable products and then grumble when those payouts aren't big en ough.

Or telling hedge funds how to profit as countries like Greece teetered on the edge of default, while other Goldman bankers advised their governments on “how to fix the mess.”

Despite this “hypocrisy,” as he terms it, “Nobody did anything about it. The bonus culture was just too entrenched. The numbers themselves militated against change.”

Mr. Smith's Op-ed article, when it first came out in March the day he resigned, sparked a furor and fueled the debate about greed and excess on Wall Street. Goldman Sachs in particular, which had already been derided as a “Vampire Squid” and had faced regulatory inquiries on products linked to troubled subprime mortgages, again found itself under a media microscope.

In recent years, the firm has managed to profit even through some turmoil that felled other banks, including the 2008 financial crisis - a success some critics say is a result of ruthless tactics.

Mr. Smith attributes the shift to the ascension of Lloyd C. Blankfein, a former trader, as chief executive, as well as the changes wrought by the financial crisis on Wall Street. To him, his colleagues in London, where Mr. Smith worked before his abrupt exit, seemed less troubled by a nagging conscience than their counterparts in New York.

It was in London that Mr. Smith heard his colleagues first refer to clients as “muppets,” among the most incendiary bits in his March opinion piece.

“Muppets was a word that, for me, had once evoked childhood memories of cute puppets such as Kermit the Frog. But the way it was used in the London office had nothing to do with cuteness. Being a muppet meant being an idiot, a tool, manipulated by someone else,” he writes in the book.

And clients considered muppets might get a 15-minute-old price on a product, enabling Goldman traders to profit from the real-time price to the tune of more than $1 million.

When a client asks the trading desk to correct a mistake, not knowing the mistake was actually in the client's favor, he's soon called a muppet by Goldman's traders.

The memoir, “Why I Left Goldman Sachs,” is scheduled to be released on Monday. A spokesman for Goldman said he was “relieved” upon reading the book, which was provided to The New York Times by the firm.

Grand Central Publishing, a division of the Hachette Book Group, is reported to have offered Mr. Smith an advance of close to $1.5 million.

Goldman Sachs, for its part, has not been afraid to engage in a little hardball in the days leading up to the book's release. Goldman shared documents with Bloomberg News on Thursday detailing how months before he quit, Mr. Smith asked Goldman to double his salary to more than $1 million, and was denied a promotion.

The book does delve into his salary and bonuses over the years, including the times when Mr. Smith said he felt that he was inadequately paid for making millions for the firm.

And the book discusses some of the well-publicized fraud cases. But instead of new details about the case which prompted the Securities and Exchange Commission to charge Goldman with fraud in 2010, readers learn that one of the traders at the heart of the affair, Fabrice Tourre, was “slightly goofy” and “socially awkward.”

Even after the S.E.C. action that Goldman settled for $550 million, Mr. Smith finds himself pressured to sell a financial product he nicknamed Clorox, which he likens to a bologna sandwich sold as “Panino de Bologna.” In a chapter called “Monstruosities,” he describes how he is dismayed that endowments, philanthropies and foundations “took the bait.”

Mr. Smith describes his rise at the firm from an intern all the way up to a midlevel position in London as head of the U.S. equity derivatives business in Europe, the Middle East and Africa. Born in Johannesburg, Mr. Smith makes several references in the book to his family's roots in South Africa, where his grandparents had immigrated as Jewish refugees from Lithuania.

He won a full scholarship to Stanford and after graduating in 2001 landed a spot at Goldman, where he quickly worked his way up in the organization.

He acknowledges having some naivete about the workings of Wall Street, but at other times describes how seductive the money and lavish lifestyle afforded him.

As an intern he visits Scores, a well-known New York strip club, and after “what seemed like about five minutes of dances from a few blond bombshells,” Mr. Smith runs up a tab of $750. “Seven hundred and fifty dollars! I certainly didn't have that kind of money to throw around - it would have been a significant portion of my net worth.”

By 2009, Mr. Smith earned $500,000 a year but his doubts were growing. In the book, Mr. Smith recalls trying to referee disputes between associates over bonuses, only to watch partners frequently decid e based on who they liked more.

“Goldman Sachs teamwork had gone out the window,” Mr. Smith writes.

By 2011, Mr. Smith was writing his cri de coeur on airplanes, in hotel rooms, and late at night, distilling in writing “many of the things that were poisoning the institution I loved.”

A colleague warns him against publishing it, but Mr. Smith writes, “the moral benefits outweighed the risks. I felt incredibly strongly about this.” On the Saturday night before the piece's publication, Mr. Smith ventured into the office to clean out his desk, pausing for a few bites of a McDonald's Filet-O-Fish.

After a few hours, Mr. Smith departed into the London night, with a backpack and a small box that contained a “decade's worth of memories.”

“Goldman would later tell me they had surveillance video of me walking out the front lobby with my box and backpack. They thought I had larceny in my heart, when all I had was freedom.”

A version of this article appeared in print on 10/19/2012, on page B1 of the NewYork edition with the headline: Ex-Trader's Book Offers Few Details On Goldman.

Pacific Century to Buy ING\'s Asian Insurance Units for $2.1 Billion

LONDON - The Dutch financial services firm ING Group agreed on Friday to a $2.1 billion deal to sell some of its Asian insurance businesses to the Pacific Century Group, which is owned by the son of one of Asia's richest men.

Under the terms of the deal, Pacific Century, owned by Richard Li, son of Li Ka-Shing, will acquire ING's insurance units in Hong Kong, Macau and Thailand.

The divestment is part of a sell-off of several of ING's business units that the Dutch government mandated after providing a $12.9 billion bailout for the company during the financial crisis. The money raised from the sale will help repay the Dutch government.

ING already has sold its Malaysian insurance unit to A.I.A. Group, the Asian insurance giant partly owned by American International Group, for $1.7 billion.

ING also recently unloaded its 9 percent stake in the American bank Capital One in a deal worth around $3 billion, and sold its British savings and loan business t o Barclays.

This latest sale of its insurance operations in Hong Kong, Macau and Thailand would result in a net gain of roughly $1.3 billion for ING, the company said in a statement.

“We are pleased to have found in Pacific Century Group a good home for our customers, employees and agents with the ambition to continue to expand the businesses in these countries,” ING Group's chief executive, Jan Hommen, said in a statement. “This transaction underscores the steady progress we continue to make in our restructuring.”

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

Goldman Sachs and JPMorgan Chase advised ING on the deal, while HSBC advised Pacific Century Group.



Carrefour to Sell Colombian Unit for $2.6 Billion

LONDON â€" The French retailing giant Carrefour has agreed to sell its Colombian business to the Chilean company Cencosud for 2 billion euros, or $2.6 billion.

Under the terms of the deal, which was announced late on Thursday, Carrefour will unload the Latin American unit, which operates 72 supermarkets and a number of convenience stores. Revenue from the Colombian business, excluding gasoline sales, totaled 1.5 billion euros in the 12-month period ending June 30.

Carrefour, the world's second-largest retailer after Wal-Mart Stores, said the deal was part of the company's strategy to focus on regions where it could develop a market-leading position. The French retailer has announced layoffs and reductions in its international operations in an effort to cut costs and repay debt.

The company has been hit by a fall in consumer spending in several European countries because of the Continent's financial problems. In response, Carrefour has prioritized its dom estic market and fast-growing regions like Brazil and China for further investment.

The Chilean retailer Cencosud said it had secured a $2.5 billion loan from JPMorgan Chase to finance the acquisition.

The deal for Carrefour's Colombian division is expected to close by the end of the year.

In early afternoon trading in Paris on Friday, Carrefour shares had risen 6.1 percent.



GE Capital Posts Profit in 3rd Quarter

Even as General Electric works to continue shrinking its huge finance unit, the business continues to generate a profit and pay dividends to its parent.

GE Capital reported an 8 percent gain for its third quarter from the same time a year ago, with net earnings of $1.6 billion. And it paid out a $2.4 billion dividend to G.E., bringing its total payouts for the year to date to $5.4 billion.

Since the financial crisis, General Electric has been laboring to reduce its finance arm's size, hoping to reduce its dependence on a division that nearly capsized the industrial giant during the financial crisis. The goal has been to transform GE Capital from a volatile but once-high-flying dynamo into a more stable industrial lending business.

The unit reported a 5 percent decline in revenue for the quarter, as most of its business lines reported a dip. The only operations that reported growth were its real estate and energy financial services arms.

And while GE Capital reported a slight rise in overall asset size from the previous quarter, to $561.6 billion, its parent reported that its ending net investment in the division - which excludes cash and discontinued operations - was $425 billion. The company said that put its shrinkage plan ahead of schedule.

“We are focused on delivering our key commitments to investors including balanced double-digit earnings growth, strong organic growth, margin expansion, and returning cash from GE Capital to fund balanced capital allocation for our shareholders,” General Electric's chief executive, Jeffrey Immelt, said in a statement.