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A Year After MF Global\'s Collapse, Brokerage Firms Feel Less Pressure for Change

When MF Global toppled a year ago, chaos engulfed a Chicago trading floor. Customers were locked out of their accounts, later discovering that about $1 billion of their money had disappeared.

The debacle, which played out on the evening of Halloween, prompted federal authorities to immediately bear down on the brokerage firm and the broader futures trading industry.

But a year after a federal grand jury issued subpoenas and regulators vowed reforms, the largest bankruptcy since the financial crisis has begun to fade from Wall Street's memory.

Federal authorities have all but cleared MF Global's top executives of criminal wrongdoing, people briefed on the matter say. The government has yet to usher in a wider overhaul of futures trading rules, save for certain piecemeal policy changes. And the profit-making exchanges that rely on brokerage firms for business still police the futures industry, presenting potential conflicts of interest.

The slowing mo mentum for change has provided relief for the brokerage firms that dominate the futures trading industry. The Chicago companies, which largely dodged the humbling losses that scarred Wall Street in 2008, continue to cast MF Global as a fleeting distraction rather than a permanent black eye for their business.

“We haven't seen a dramatic change,” said Terrence A. Duffy, executive chairman of the CME Group, the giant exchange that oversaw MF Global.

But the aftermath, Mr. Duffy noted, has left some customers wary.

Farmers and ranchers traded futures contracts through MF Global to protect themselves from the price swings of their crops. While the clients have received 82 percent of their missing money, they are still owed millions of dollars.

With the prospect of a full recovery unlikely, some traders are sitting on the sidelines. Others who continue to trade are seeking added assurances that the brokerages will follow the law.

“Every convers ation with clients is about safety and sanctity of customer funds,” said Mike O'Callaghan, a managing director of business development at Knight Capital's futures business.

Futures customers - and the integrity of the industry - were dealt a further blow this summer when another firm collapsed after misusing customer money. The chief executive of the firm, the Peregrine Financial Group, attempted suicide before eventually pleading guilty to carrying out a nearly 20-year scheme to raid customers' accounts.

The problems have taken their toll on customer confidence.

“The general tenor is fear,” said James L. Koutoulas, chief executive of Typhon Capital Management, a hedge fund client of MF Global and the head of the Commodities Customer Coalition, a group of customers fighting for the return of their missing money.

Mr. Koutoulas and other customers are eager for a reckoning. They have questioned why authorities have not taken a harder line with Jon S. Corzine, the former chief executive of MF Global. Criminal investigators have largely concluded that chaos and porous risk controls at the firm, rather than fraud, led to the disappearance of the money.

“You can't raid customer accounts and get a slap on the wrists,” Mr. Duffy said. “There needs to be stiffer penalties.”

MF Global executives might still face legal repercussions. The Commodity Futures Trading Commission, the industry's federal regulator, could level an enforcement action against Mr. Corzine, even though such an action would be weeks or months away.

“It must be frustrating to people not to have a final outcome for what may appear to be malfeasance,” said Bart Chilton, a commissioner at the agency. “But investigations take time and we need to ensure that we've done a thorough review.”

As authorities continue to build a regulatory case, a Congressional investigation into MF Global's collapse is drawing to a close. The chairman of the House Financial Services Committee's oversight panel announced Wednesday that he would release an investigative report about MF Global in the next “few weeks.” Randy Neugebauer, Republican of Texas, said the report would serve as an “autopsy of how MF Global came to its ultimate demise and what policy changes need to be made to prevent similar customer losses in the future.”

MF Global was also a topic of conversation Wednesday at an annual industry conference in Chicago. Futures firms there planned to discuss new ways to protect customer cash and restore confidence in their industry.

A regulatory effort, while incomplete, has generated new measures that aim to protect customer funds.

The CME Group, which has started a $100 million protection fund for farmer and ranchers, has stepped up its surprise audits of brokerage firms. The CME and the National Futures Association, another self-regulatory group, also championed the so-called Cor zine rule, which forces top executives to approve any transfer of more than 25 percent of the funds sitting in a customer account. And last week, the trading commission voted unanimously to propose new customer protections aimed at closing loopholes.

For their part, many MF Global employees remain chastened by their firm's collapse. Lawmakers hauled Mr. Corzine, a former senator from New Jersey, to Washington three times to testify before Congressional committees. Some MF Global employees remain unemployed while others took major pay cuts to work for the trustee unwinding the firm's assets.

Several MF Global employees planned to gather on Thursday for drinks at a Midtown Manhattan bar, just blocks from their old firm, to commiserate on their trying year. They canceled the event after another disaster, Hurricane Sandy, left some people stranded without power.



Potash Confirms Deal Talks with Israel Chemicals

OTTAWA â€"The Potash Corporation of Saskatchewan confirmed on Wednesday that it has approached the government of Israel about increasing its stake in Israel Chemicals, another fertilizer maker.

In a separate regulatory filing, Israel Corporation, the holding company which currently owns 52.5 percent of Israel Chemical said that representatives of Potash met with Prime Minister Benjamin Netanyahu “in connection with the examination of a possibility for a merger” of the two companies. The Canadian company has also met with other Israeli government officials, although Israel Corp. added that neither it nor Israel Chemical have been directly approached.

Potash, which currently owns 13.84 percent of Israel Chemical, and Israel Corporation offered no details about the size or scope of any merger and both noted that no deal has been negotiated.

The Israeli government does control Israel Corporation, which is owned by the Ofer family. But its approval would be critical to any attempt by Potash to take control of Israel Chemical. In June, Potash abandoned an attempt to increase its holdings in Israel Chemicals to as much as 25 percent, expressing frustration about delays in the regulatory approval process.

Potash know the other side of that process as well. In 2010, the government of Canada blocked a hostile $38.6 billion bid for Potash by BHP Billiton, the large Australian mining company.

Analysts were divided about whether Israel would support an acquisition of Israel Chemicals by Potash. There is speculation that the companies may attempt to limit any political backlash by structuring the transaction in a way that would leave Israel Corporation as a substantial minority holding in Potash.

In an investment note, Joel Jackson of BMO Capital Markets, a unit of the Bank of Montreal, said that Potash would likely have to pay premium of perhaps more than 30 percent to acquire control of Israel Chemicals, which has a market value of about $16 billion.



Icahn Takes Stake and Netflix Shares Surge

We have seen this movie before, though the ending this time is unclear.

The billionaire investor Carl Icahn announced late Wednesday that his hedge fund, Icahn Capital, had acquired a roughly 10 percent stake in Netflix. The news caused shares of the media company to soar as much as 22 percent. Toward the close, the stock was up 14.4 percent, at $79.60.

In a filing with the Securities and Exchange Commission, Mr. Icahan said that he thought Netflix was undervalued and suggested that it could make a strong acquisition candidate for a larger entertainment company.

“The reporting persons acquired the shares with the belief that the shares were undervalued due to the issuer's dominant market position and international growth prospects,” said the filing. “The reporting persons believe Netflix may hold significant strategic value for a variety of significantly larger companies that are engaging in more direct competition with one another due to the evolut ion of the internet, mobile, and traditional industry.”

The filing by Mr. Icahn is the latest in a string of activist positions taken by the 76-year-old investor. His playbook consists of accumulating a large stake in a company and then agitating for change.

Mr. Icahn has recently had a mixed track record with his large activist positions. He won seats on the board of Blockbuster, only to see the movie-rental chain end up in bankruptcy in 2010. A more successful investment was in ImClone, accumulating stock in the low $40s, taking over as the biotechnology company's chairman, and then selling it to Eli Lilly for $70 a share in 2008.

More recently, last year Mr. Icahn failed in his bid to force a sale of the consumer products giant Clorox. After he put the company in play with a $10 billion bid, Mr. Icahn acknowledged that he lacked the support of Clorox shareholders to get any deal done.

Mr. Icahn hopes to have better luck with Netflix, the Los Gato s, Calif.-based company started by the entrepreneur Reed Hastings. Netflix's stock, before Wednesday's news, had dropped about 75 percent from its 2011 peak. Even though the company recently reached a milestone, streaming video service into 25 million homes in the United States, investors have sold Netflix shares as its growth has slowed in recent quarters.



Knight Capital Suffers Power Failure

The Knight Capital Group suffered a power disruption at its headquarters in Jersey City on Wednesday and told clients to route their orders elsewhere, a spokeswoman for the trading firm confirmed.

Knight had been running on a backup generator since Hurricane Sandy bowled through the metropolitan area, and it was that system that failed, the spokeswoman said.

It is the first time that the trading firm has run into significant issues since it was rescued by a group of investors in August. The move came after Knight Capital sustained a $440 million trading loss stemming from a technology error that generated erroneous orders to buy shares of major stocks.

Shares in Knight fell 3.4 percent by Wednesday afternoon, to $2.53.

So far, the firm's predicament appears to be the only hiccup in the resumption of market trading on Wednesday in the aftermath of Hurricane Sandy.



The Winners and Losers Under Romney\'s Tax Plan

Tax reform always has its winners and losers. Mitt Romney's proposed plan to lower tax rates and limit deductions is no different, but it takes some digging to sort it out.

Mr. Romney has indicated that the plan is revenue-neutral, raising as much revenue as current law. He has also said it is “distributionally neutral” - meaning that the rich, middle class and poor would all continue to bear the same aggregate tax burden as they do now.

The idea seems to be that lowering tax rates would spur economic growth, and the reduction in revenue from lowering rates would be at least partly offset by increased revenue through limitations on deductions, credits and exclusions.

In recent weeks, the focus has been on whether the math “works” in the sense of whether cutting deductions for the wealthy would actually generate enough revenue to finance the proposed rate cuts. The implication, based on a study by the Tax Policy Center, is that in order to remain r evenue-neutral, the middle class would have to share the pain of limited deductions. That would effectively shift the tax burden from the rich to the middle class and violate the stated goal of distribution neutrality.

What has been missing from the conversation is a discussion of who wins and loses if, as Mr. Romney insists, the plan sticks to its goal of distribution neutrality.

Distribution neutrality is a funny concept. Even if the plan is distributionally neutral, there still must be winners and losers. After all, if everyone paid exactly the same amount in taxes as before, then tax reform would not be reform: it would be the same as no change at all in the tax code.

Some people will pay a lot more and some will pay a lot less, even if the rich, middle class and poor each continue to pay the same amount in the aggregate. The fairness of the plan will depend on how finely calibrated each group is defined. Economists often group taxpayers by income quint iles, but a definition this broad places both middle-class homeowners and billionaires in the same group, even though ability to pay varies greatly.

Who are the likely winners and losers under the Romney plan? Most of the action will occur within this top quintile of taxpayers. These households make at least $100,000, and they make about $250,000 on average, before tax. In the aggregate, they pay most of the federal income tax burden.

Assume, as Mr. Romney suggested in one debate, that deductions, in total, would be limited to $25,000. The winners would be those who would enjoy the lower rates but do not take a lot of deductions. Their tax burden would shift onto heavy users of deductions.

And who is that? Let's focus on three important tax breaks: the mortgage interest deduction, the charitable deduction and the deduction for state and local taxes. The pain would be concentrated in areas with a high cost of living like New York, New Jersey, Connecticut and California, where home prices and state and local taxes are high.

The mortgage interest deduction, under current law, is capped at a million dollars of mortgage debt. Under the Romney plan, even homeowners with a mortgage of $500,000 would quickly fill their “bucket” of deductions. Limiting the mortgage interest deduction is good tax policy, but it will also depress home prices at the high end and lead to substantial opposition from the real estate industry.

Now consider the charitable deduction. Under current law, the deduction is limited to 50 percent of one's adjusted gross income - a limitation few people run up against. If total deductions are limited to $25,000, however, many people will use up that amount through the mortgage interest deduction, removing the tax incentive to donate.

Finally, consider the state and local tax deduction. The state and local tax deduction is an indirect subsidy to high-tax states like New York, New Jersey and Califo rnia.

Allowing state and local taxes to be deducted from the federal return reduces the political pressure to keep state and local taxes low. Similarly, the exclusion of municipal bond interest, another tax break that is on the table, mainly benefits state and local governments, while investors pay an implicit tax in the form of accepting a lower interest rate.

The point is not to defend these tax breaks. Rather, it's to emphasize that tax reform is easy to talk about and hard to do. For every unsympathetic group like insurance companies or oil and gas multinationals, there's a charity like the Red Cross or the Salvation Army. And one voter's loophole is another's livelihood.

Even in advance of the election results, lobbyists are getting ready for action. The Chronicle of Philanthropy reports that some large nonprofits sent letters to President Obama and Mr. Romney last week urging them to maintain the charitable tax deduction as is. This grouping of nonpro fits also announced “a gathering on Dec. 4 and 5 to bring hundreds of its members to Washington to tell members of Congress that any tax changes that led to decline in private giving would devastate nonprofits and the people they serve.”

From an academic perspective, there is much to like in the Romney plan, with its broader base and lower rates. But it is not a win for everyone. And history shows that those who would be made worse off have great success in persuading Congress to maintain the status quo.

Victor Fleischer is a professor at the University of Colorado Law School, where he teaches partnership tax, tax policy and deals. Twitter: @vicfleischer



Business Day Live: Getting Back to Business

Markets reopen after Hurricane Sandy. | Role of government insurance program in recovery. | How wireless systems fared. | A boon for construction. | Grounded at La Guardia airport.

JPMorgan Sues Boss of \'London Whale\'

The fallout continues from the multibillion-dollar trading loss at JPMorgan Chase.

Now JPMorgan, the nation's largest bank, is taking aim at one of its former executives in the chief investment office, a once little-known unit at the center of the bungled trades. JPMorgan is suing Javier Martin-Artajo, the manager who directly supervised Bruno Iksil, the so-called London Whale, according to a lawsuit made public on Wednesday.

Mr. Iksil gained that now infamous moniker after reports emerged in April that he had built up an outsize position in an obscure corner of the credit markets. That position ultimately proved devastating for the bank, resulting in a $6.2 billion loss.

The lawsuit did not disclose the details of JPMorgan's claims against Mr. Martin-Artajo, according to a person with knowledge of the complaint. Mr. Martin-Artajo and Mr. Iksil have left the bank. A spokeswoman for JPMorgan declined to comment on the lawsuit. Mr. Martin-Artajo's lawyer c ould not be reached immediately for comment.

Since announcing the problem in May, JPMorgan has worked to move beyond the loss and reassure skittish investors. JPMorgan has broadly reshuffled its management ranks and united some of its business operations.

As part of that effort, the bank conducted an internal investigation, combing through thousands of e-mails and phone records of traders to determine what went wrong at the chief investment office.

The investigation, led by Michael J. Cavanagh, the bank's former chief financial officer, uncovered that some traders within the unit might have improperly valued their positions as losses began to mount. Some phone recordings suggest that Mr. Martin-Artajo encouraged Mr. Iksil to value troubled positions in a favorable manner, according to people with knowledge of the situation.

Mr. Martin-Artajo, Mr. Iksil and two other employees who worked in the chief investment office are under investigation by crimina l and civil authorities. Authorities are examining whether the group mismarked the positions to cover up losses, according to the people. After revising the valuations on those trades, JPMorgan had to restate its first-quarter earnings.

Timeline: JPMorgan Trading Loss

Federal authorities face a high legal bar. Traders are given significant leeway to price certain financial instruments like the complex credit derivatives at the center of the bet. None of the people have been accused of any wrongdoing.

JPMorgan, too, faces scrutiny. The Securities and Exchange Commission, the Office of the Comptroller of the Currency, and the Federal Reserve Bank are all looking into the botched trade.

The aftershocks of the trading blowup have reverberated throughout the bank. The multibillion-dollar loss tarnished the reputation of Jamie Dimon, the bank's chief executive, who is considered one of Wall Street's best risk navigators. In J uly, Mr. Dimon appeared before Congress to try to account for the misstep.

The trading debacle has also claimed the job of one of the Mr. Dimon's most-seasoned and trusted lieutenants, Ina R. Drew, who resigned as head of the chief investment office shortly after the trading losses and volunteered to give back her pay. The bank also clawed back millions of dollars of compensation from Mr. Martin-Artajo, Mr. Iksil and others.

Mr. Dimon has also moved swiftly in the last few months to remake his management team. Douglas L. Braunstein, the bank's chief financial officer since 2010, will resign by the end of the year, according to former and current executives. Mr. Braunstein initially played down concerns about the chief investment office that emerged in April. Barry Zubrow, a former chief risk officer who now runs the bank's regulatory affairs, announced his own resignation last month from his current post.

The huge loss stemmed from a complex wager on credit derivatives made by Mr. Iksil out of the London unit of the chief investment office, which was formed five years ago. The chief investment office morphed from a relatively sleepy operation into a profit center as the complexity and risk of its positions swelled.

The risk controls did not keep up with the group's increasingly large bets, according to several current and former executives familiar with the unit. Part of the problem, the executives said, was that the London branch operated without sufficient oversight. Even when some executives in New York, for example, called for greater risk controls, they were ignored or shouted down.

During JPMorgan's latest earnings call, Mr. Dimon emphasized that the bank had contained the loss from the troubled trade. It closed out the position and moved the remainder of the credit derivative trade to the investment bank.

Ben Protess contributed reporting.



Stocks Little Changed as Market Reopens

The major stock indexes were little changed in light trading on Wednesday morning as the market reopened after a two-day shutdown caused by Hurricane Sandy.

A bevy of TV news crews and camera-toting tourists thronged the New York Stock Exchange for the opening, but the famed trading floor betrayed little that was unusual.

A small crowd enveloped Mayor Michael R. Bloomberg of New York City as he briefly stepped onto the floor to greet exchange workers. He later took to the balcony overlooking the pits to ring the opening bell, flanked by Duncan L. Niederauer, the chief executive of NYSE Euronext, and Robert Steel, a deputy mayor.

As the familiar clang rang through the hall for the first time this week, a small cheer erupted from the floor.

The dozen staffers at “the ramp,” an important N.Y.S.E nerve center on the floor, scanned a wall of monitors to check on market activity.

Milling about the floor was Larry Leibowitz, NYSE Euronext's chief operating officer, checking on the state of operations. It was his second straight day at the exchange, having waded from his home to Wall Street and slept there overnight.

“There have been very few, very isolated problems,” he said. He pointed to blank monitors that were shut off because the data provider was providing incorrect market data.

“If that's the worst of our problems, we're in good shape,” he added.

Mr. Leibowitz's boss, Mr. Niederauer, seemed pleased as well. Wednesday was his first day back at the exchange since last week, having worked remotely because he could not come into the city.

“We're pleased to see the turnout of staff,” he said, with many market makers being nearly fully represented.

He said that many technical issues had been resolved, though technicians from Verizon were on hand to patch spotty communications and network connections. Many trading firms resorted to sharing working Internet and phone lines, w hile specialists ducked outside to get cellphone service unavailable on the floor.

At midday, the Dow Jones industrial average was down 0.11 percent; the Standard & Poor's 500-stock index was down 0.16 percent, and the Nasdaq composite index was down 0.55 percent.

Several specialists said that in some ways, the morning had been easier. Commuting was smoother, they said, with little traffic on the road and the exchange providing special dispensation to park on nearby streets.

Jonathan D. Corpina, a senior managing partner at Meridian Equity Partners, came armed with a flashlight to navigate the darkened streets of lower Manhattan. But he found it easy to find the exchange, illuminated thanks to backup generators, and dive into work.

“We're here filling orders, and it's business as usual,” he said.

Another trader, Peter Costa, said that he noticed little unusual activity, except perhaps slightly lower volume.

“To me, this feels like a Monday, but on a Wednesday,” he said.



Stocks Little Changed as Market Reopens

The major stock indexes were little changed in light trading on Wednesday morning as the market reopened after a two-day shutdown caused by Hurricane Sandy.

A bevy of TV news crews and camera-toting tourists thronged the New York Stock Exchange for the opening, but the famed trading floor betrayed little that was unusual.

A small crowd enveloped Mayor Michael R. Bloomberg of New York City as he briefly stepped onto the floor to greet exchange workers. He later took to the balcony overlooking the pits to ring the opening bell, flanked by Duncan L. Niederauer, the chief executive of NYSE Euronext, and Robert Steel, a deputy mayor.

As the familiar clang rang through the hall for the first time this week, a small cheer erupted from the floor.

The dozen staffers at “the ramp,” an important N.Y.S.E nerve center on the floor, scanned a wall of monitors to check on market activity.

Milling about the floor was Larry Leibowitz, NYSE Euronext's chief operating officer, checking on the state of operations. It was his second straight day at the exchange, having waded from his home to Wall Street and slept there overnight.

“There have been very few, very isolated problems,” he said. He pointed to blank monitors that were shut off because the data provider was providing incorrect market data.

“If that's the worst of our problems, we're in good shape,” he added.

Mr. Leibowitz's boss, Mr. Niederauer, seemed pleased as well. Wednesday was his first day back at the exchange since last week, having worked remotely because he could not come into the city.

“We're pleased to see the turnout of staff,” he said, with many market makers being nearly fully represented.

He said that many technical issues had been resolved, though technicians from Verizon were on hand to patch spotty communications and network connections. Many trading firms resorted to sharing working Internet and phone lines, w hile specialists ducked outside to get cellphone service unavailable on the floor.

At midday, the Dow Jones industrial average was down 0.11 percent; the Standard & Poor's 500-stock index was down 0.16 percent, and the Nasdaq composite index was down 0.55 percent.

Several specialists said that in some ways, the morning had been easier. Commuting was smoother, they said, with little traffic on the road and the exchange providing special dispensation to park on nearby streets.

Jonathan D. Corpina, a senior managing partner at Meridian Equity Partners, came armed with a flashlight to navigate the darkened streets of lower Manhattan. But he found it easy to find the exchange, illuminated thanks to backup generators, and dive into work.

“We're here filling orders, and it's business as usual,” he said.

Another trader, Peter Costa, said that he noticed little unusual activity, except perhaps slightly lower volume.

“To me, this feels like a Monday, but on a Wednesday,” he said.



After Bailout, Giants Allowed to Dominate the Mortgage Business

Mortgage rates are so low that it may seem like a great time to get a mortgage. For banks, however, it probably is the greatest time ever.

The profit margin on the rates that they can charge customers and the price they can earn for selling those mortgages to investors is at a record. This is measured as the “spread,” or difference, between mortgage securities yields and mortgage rates.

Given that housing prices are beaten up and borrowers must put down bigger cushions than in recent years, it is “the most profitable, safest time ever to be a mortgage bank,” says Scott Simon, who is the head of mortgage investing at Pimco.

In the old days, there used to be a word for this kind of thing: price gouging.

And who is doing the gouging? Mainly, Wells Fargo and JPMorgan Chase. In the third quarter, reported in the last several weeks, both banks earned robust profits from the mortgage business.

The president of the Federal Reserve Bank of New York, William C. Dudley, vented this frustration in a recent speech, blaming the concentration of mortgage-making power at a few big banks.

Mr. Dudley is right. But what he didn't say was that his own institution (the Fed), his former boss (Treasury Secretary Timothy F. Geithner) and the Bush and Obama administrations delivered us this mess.

The broken mortgage market is the unintended consequence of the flawed banking bailout and the flaccid regulatory response in the aftermath of the financial crisis.

The government and the regulators have had two broad approaches to banking oversight during the crisis and its aftermath. First, regulators coddled the troubled big banks. The two weak behemoths, Citigroup and Bank of America, were granted time to work off their bad loans. Regulators practiced forbearance, overlooking the self-inflicted debacles - mostly housing related - on their balance sheets.

Regulators, meanwhile, encouraged the healthy giants to get even bigger by gobbling up the small and weak. So Wells Fargo bought Wachovia, and JPMorgan snapped up Washington Mutual.

It would be foolish to blame Wells Fargo and JPMorgan for this situation. Restaurants with 100 customers waiting in line outside the door wouldn't, and shouldn't, be expected to lower their prices; why should banks?

Yet allowing takeovers without forcing weak competitors to get healthy quickly leads to an oligopoly. Exhibit A: Wells Fargo and JPMorgan dominate the mortgage business. They should face some competition. Instead, their biggest threats, Citigroup and Bank of America, are, astonishingly, pulling out.

Citigroup and Bank of America appear to have made a profound mistake. It's one of the many strategic errors that ultimately got Vikram S. Pandit ousted as Citi's chief executive. Mr. Pandit viewed mortgages as a “noncore” business for Citigroup. Whoops.

But it's not a surprising one. These are traumatized institutio ns, limping along, preoccupied by the past and unable to look forward, says Sheila Bair, the former chairwoman of the Federal Deposit Insurance Corporation and author of the new crisis account, “Bull by the Horns.” She rightly calls it “another downside of the bailouts. We simply propped up weak institutions instead of making them restructure.”

The odd twist is that the Federal Reserve is a victim here, too. Despite its move to buy mortgage-backed securities in its latest round of extraordinary measures to lower interest rates, it can nudge them only so far because of the dysfunctional, noncompetitive market.

Regulators could have broken up Citigroup and Bank of America, spinning off their mortgage operations into well-capitalized, nimble competitors. Perhaps they could have forced those banks to take big write-downs on their mortgage assets, settled their lawsuits and moved on, putting the past where it belongs.

Bankers, of course, don't like this analysis. It's common for them and others to argue that what's really ailing the mortgage market are delays in putting new Dodd-Frank mortgage rules in place, like the ones that define the standards for mortgages that can be bundled into securities.

And, yes, that is probably hindering new competition from entering the market, though it certainly can't fully, or even mostly, explain Citigroup and Bank of America abandoning the field. And, of course, the banks themselves bear much of the blame because they went all out to obstruct the rollout of new regulations. But, ultimately, the Dodd Frank delay is yet another example of how the government's inefficient postcrisis process has hurt the marketplace.

There has been plenty of talk about how the government saved the financial system after the crisis. And it did. Now the question is: Is this what we saved it for?



Wall Street Prepares to Open

WALL STREET PREPARES TO OPEN  |  The New York Stock Exchange, Nasdaq and other trading platforms are set to open on Wednesday, after Hurricane Sandy forced markets to shut down for two days. Wall Street is coming back online even in the face of lingering concerns. Large swaths of the financial district in Manhattan remain underwater or without power.

In the aftermath of the storm, “Wall Street faces a critical test,” Susanne Craig and Ben Protess write in DealBook: “If the exchanges open before they are truly ready, the markets might be vulnerable to complications that could ripple through the financial system.”

But Wall Street also wants to show it can “operate in difficult conditions.” The New York Stock Exchange spent much of Tuesday conducting trials. Earlier, Treasury Secretary Timothy F. Geithner, stranded in California, held a phone con ference with bank regulators to discuss potential difficulties. “Right now there are a lot of connectivity problems,” said Lawrence E. Leibowitz, the chief operating officer of NYSE Euronext.

The banks are making backup plans, too. “We're working on contingency plans right now on how to move people logistically are around the city,” the president of Goldman Sachs, Gary D. Cohn, told Bloomberg TV on Tuesday. Goldman plans to open its headquarters on Wednesday, the firm said in a memorandum to staff members. JPMorgan Chase is reopening its Park Avenue headquarters in addition to at least 100 hub bank branches, but Frank J. Bisignano, the bank's co-chief operating officer, said, “Power in New York City will be a challenge,” Nelson D. Schwartz reports in The New York Times.

 

DISNEY'S NEW TOY  | 
The Walt Disney Company is paying $4.05 billion to acquire Luc asfilm, giving it control of the Star Wars franchise. The cash-and-stock deal, which ranks among Disney's largest, follows the company's usual strategy of taking over big-name franchises with the hope they will pay off down the road, DealBook's Michael J. de la Merced writes. George Lucas, who is described as Lucasfilm's “sole shareholder,” could see his wealth rise immensely. The Media Decoder blog writes that the deal “strengthens the legacy” of Robert A. Iger, Disney's chief executive, who is known for aggressively expanding the company. Disney plans to release a new Star Wars movie in 2015.

 

FRESH LEGAL WOES FOR BARCLAYS |  Barclays is feeling the heat, again. On Wednesday, it disclosed two new investigations. American regulators are looking into whether the bank violated the Foreign Corrupt Practices Act in its capital-raising efforts during the financial crisis, following similar inquiries by British counterparts. The United States government is also looking into the past energy trading activities of Barclays.

As if that were not enough, Barclays also reported a third-quarter loss of £106 million ($170 million). That compares with a profit of £1.4 billion in the period a year earlier. “The last three months have been difficult for Barclays,” said Antony P. Jenkins, who took over as the bank's chief executive in July during a rate-rigging scandal.

 

ON THE AGENDA  |  It has been one year since MF Global collapsed in bankruptcy. Regulators moved forward this month with an effort to prevent a similar failure from happening in the future.

Hank Greenberg, A.I.G.'s former leader, is on Bloomberg TV at 8 a.m. The chairman of the CME Group, Terrence Duffy, is on Bloomberg TV at 10 a.m. Morgan Stanley's chief United State equity strategist, Adam Parker, is on CNBC at 2 p.m. General Motors and McGraw-Hill Companies report earnings before the market opens, and Caesars Entertainment and MetLife are scheduled to announce results Wednesday evening.

 

TAPPING THE 401(K)  |  The latest trend seems to be using retirement funds, like I.R.A.'s and 401(k)'s, to finance risky ventures, Steven M. Davidoff writes in the Deal Professor column. While these strategies have tax advantages, they also raise concerns. Mr. Davidoff writes: “The fact that all of this activity is for anything but retirement is a case study in how legitimate tax policies can be distorted and rules bent to benefit the inventive. More sadly, though, is that a whole industry growing around these investments also shows how some Americans are willing to risk anything for a big jackpot in the markets.”

 

 

 

Mergers & Acquisitions '

PVH to Buy Warnaco Group for $2.9 Billion  |  The fashion company PVH Corporation agreed on Wednesday to acquire the Warnaco Group in a $2.9 billion deal, bringing various Calvin Klein brands under one corporate umbrella. DealBook '

 

Europe Extends Deadline for Reviewing Glencore-Xstrata Deal  |  The European Commission extended the deadline to Nov. 22 for reviewing the merger of Glencore International and Xstrata after Glencore agreed to certain concessions, The Wall Street Journal reports. WALL STREET JOURNAL

 

Consolidated Media Shareholders Back News Corp. Offer  |  News Corporation, run by Rupert Murdoch, is set to take over Consolidated Media Holdings after shareholders of the Australian company voted in favor of a $2.1 billion offer, Reuters reports. REUTERS

 

Allergan Looks to Sell Lap-Band Unit  |  The chief executive of Allergan said the company had hired an investment bank to advise on a sale of its Lap-Band weight-loss business, and was sending letters to potential buyers, The New York Times reports. NEW YORK TIMES

 

Softbank Plans $8.8 Billion of Capital Expenditures  | 
REUTERS

 

Australian Magnate Steps Up Camp aign Against Whitehaven Coal  |  The mining magnate Nathan Tinkler wrote an open letter to shareholders of Whitehaven Coal, “declaring open war on the firm in which he is the top shareholder and adding to speculation over his motives,” Reuters writes. REUTERS

 

INVESTMENT BANKING '

UBS Said to Lay Off Traders in Asia  |  The Swiss bank UBS has begun to eliminate jobs, laying off “between 50 and 60 traders in the past couple of days in Tokyo, Singapore and Hong Kong, a person familiar with the bank said,” according to The Wall Street Journal. WALL STREET JOURNAL

 

Retrenching by UBS Could Benefit Rivals  | 
BLOOMBERG NEWS

 

Spanish Bank Reports 82% Drop in Profit  |  The Spanish lender Banco Bilbao Vizcaya Argentaria said third-quarter profit fell as it continued to account for real estate losses. BLOOMBERG NEWS

 

Berkshire Hathaway Forms Venture With Brookfield  |  Berkshire Hathaway and Warren E. Buffett are teaming up with Brookfield Asset Management to manage a network of residential real estate affiliates, Bloomberg News reports. BLOOMBERG NEWS

 

PRIVATE EQUITY '

Best Buy Cancels Analyst Meeting  |  Best Buy, which is awaiting a potential buyout bid f rom its founder, Richard Schulze, canceled a meeting with analysts because of the storm. The company had planned to outline its turnaround strategy. REUTERS

 

Advent Wins Bidding War for Polish Retailer  |  Advent International is taking a 98 percent stake in EKO Holding, after sparring with a rival private equity firm, Mid Europa Partners, Reuters reports. REUTERS

 

HEDGE FUNDS '

Fund Run by Endowment Chief Limits Withdrawals  |  A $3.3 billion fund run by the former chief of the endowment for the University of North Carolina at Chapel Hill told investors on Friday that it was limiting the amount they could take out each quarter, after years of disappointing returns, J ulie Creswell reports in The New York Times. NEW YORK TIMES

 

Investors Sue Green Mountain Coffee  |  Green Mountain Coffee Roasters, which was criticized by the hedge fund manager David Einhorn last year, is now being sued by investors who claim it misled them about demand for products, Bloomberg News reports. BLOOMBERG NEWS

 

I.P.O./OFFERINGS '

Some I.P.O.'s Remain on the Calendar This Week  |  Hurricane Sandy forced markets to close, but the planned $119 million I.P.O. of Restoration Hardware is now set for later this week, as are at least two others, The Wall Street Journal reports. WALL STREET JOURNAL

 

Property Firm Plans an I.P.O. in Thailand  |  Ananda Development is looking to raise up to $250 million through a listing in Thailand, The Wall Street Journal reports. WALL STREET JOURNAL

 

VENTURE CAPITAL '

Flooding Takes Web Sites Offline  |  The hurricane knocked out The Huffington Post and Gawker sites, showing the “vulnerabilities from the sometimes ad hoc organization of computer networks,” The New York Times writes. NEW YORK TIMES

 

EMC Acquires Antifraud Start-Up  |  The data storage company EMC paid an undisclosed price for Silver Tail, a start-up whose backers include Andreessen Horowitz and Citi Ventures, the Bits blog reports. NEW YORK TIMES BITS

 

LEGAL/REGULATORY '

Lawyer Withdraws From Case by Man Claiming Facebook Ownership  |  The lawyer representing a man claiming to own a substantial stake in Facebook withdrew from the case on Tuesday, just a day after he defended his client in an interview. DealBook '

 

Hong Kong Named World's Top Financial Center  |  The World Economic Forum praised Hong Kong's tax regime and overall business environment, Reuters reports. REUTERS

 



Glencore Offers Concessions to Win Support for Xstrata Deal

LONDON â€" The commodities trader Glencore International has offered concessions to European anti-trust authorities to win support for its $33 billion proposed takeover of the mining company Xstrata.

In response, the European Union pushed back its deadline to greenlight the deal by two weeks to Nov. 22. The deal would create one of the world's largest diversified mining and trading companies.

The announcements come as Glencore and Xstrata continue to seek shareholder approval after many investors balked at the initial offer of 2.8 shares in Glencore for every share in Xstrata. Last month, the commodities trader raised its offer to 3.05 shares to one, though demanded that as part of the revised deal, Glencore's chief executive, Ivan Glasenberg, should take over as head of the combined group earlier than had been expected.

Xstrata's shareholders, including the Middle Eastern sovereign wealth fund Qatar Holding, will meet on Nov. 20 to decide whether to appr ove deal. To reach a deal, 75 percent of Xstrata's eligible shareholders must support the multi-billion dollar deal. Glencore, which owns a 34 percent stake in the mining company, will not be permitted to vote.

Neither Glencore nor the European Union gave details on the concessions that the commodities trader had offered to win anti-trust backing for the deal. Potential disposals may include parts of its zinc metals operations, according to Reuters.

The proposed acquisition has been hampered by several shareholder revolts.

Part of the anger has focused on bonuses that Glencore and Xstrata had been negotiating to retain top executives. The payouts could be worth more than $200 million.

Some institutional investors, including BlackRock and Legal and General, have opposed the payments because they are seen as too extravagant. The opposition prompted Xstrata to revise the bonus packages to link them more closely to performance targets, though they remain of a similar combined value.



PVH to Buy Warnaco Group for $2.9 Billion

LONDON - The fashion company PVH Corp. agreed on Wednesday to acquire Warnaco Group in a $2.9 billion deal, bringing various Calvin Klein brands under one corporate umbrella.

Under the terms of the deal, PVH, whose brands include Calvin Klein and Tommy Hilfiger, said it would offer shareholders in Warnaco $51.75 in cash and 0.18 of a share in PVH for each of their shares in Warnaco, the New York-based apparel company that controls the Calvin Klein jeans and underwear licenses.

The combined cash-and-stock deal is worth $68.43, a 34 percent premium on Warnaco's closing stock price on Friday. Trading in New York was closed on Monday and Tuesday because of Hurricane Sandy.

The acquisition would give Warnaco's shareholders a combined 10 percent stake in the enlarged company, according to a PVH statement.

“This is a unique opportunity to reunite the ‘House of Calvin Klein,' PVH's chief executive, Emanuel Chirico, said in a statement. “Having direct global control of the two largest apparel categories for Calvin Klein â€" jeans and underwear â€" will allow us to unlock additional growth potential of this powerful designer brand.”

PVH acquired the Calvin Klein brand in 2003. The deal gave the company control over the design and product development for the Calvin Klein brands. Warnaco holds the licensing agreements for the brand's jeans and underwear divisions.

The acquisition of Warnaco comes two years after PVH acquired the Tommy Hilfiger brand for $3 billion. The deal gave the American company, which also owns Arrow and Izod and licenses others brands such as Geoffrey Beene and Kenneth Cole New York, greater access to the European market.

PVH said it expected $100 million of annual cost savings by the third year after the deal is completed. The apparel company said it would incur $175 million of one-off costs related to these activities.

The deal for Warnaco is expected to close early next yea r.

Peter J. Solomon, Barclays, Bank of America Merrill Lynch and Citigroup, and the law firm Wachtell, Lipton, Rosen & Katz advised PVH, while JPMorgan Chase and the law firm Skadden, Arps, Slate, Meagher & Flom advised Warnaco.



Barclays Reports Third Quarter Loss on Credit Charges

LONDON â€" Barclays posted a loss for the third quarter on Wednesday, as the British bank's earnings were hit by provisions connected to the inappropriate selling of insurance to clients and charges on the firm's own debt.

The results mark the first time that Barclays' chief executive, Antony Jenkins, has reported earnings to shareholders since taking over from his predecessor, Robert E. Diamond Jr., who resigned in July following the Libor rate-rigging scandal.

Barclays agreed to a $450 million settlement with U.S. and British authorities after some of its traders altered the London interbank offered rate, or Libor, for financial gain.

The bank has started an internal review into the practices of its employees, some of whom may still face criminal charges. David Walker, a prominent British banker, will take over as chairman on Nov. 1, succeeding Marcus Agius, who also resigned because of the Libor scandal.

On Wednesday, the British firm said it was subject to two new regulatory probes. The Department of Justice and the Securities and Exchange Commission are investigating whether Barclays' relationships with third parties who help the bank to win or retain business are compliant with the United States Foreign Corrupt Practices Act. The U.S. Federal Energy Regulatory Commission also is investigating Barclays' past power trading activity.

The net loss of £106 million, or $170 million, in the three months through Sept. 30 compares to a £1.4 billion profit in the similar period last year. Barclays said it had taken a £1.1 billion charge connected to the value of its own debt, and also set aside a further £700 million in the third quarter to compensate clients who were sold insurance in appropriately. The firms already has earmarked £1.3 billion to reimburse customers.

Without the adjustments, Barclays said its pretax profit rose 29 percent, to £1.7 billion, in the three month s through Sept. 30.

“The last three months have been difficult for Barclays,” Mr. Jenkins said on a conference call with reporters on Wednesday.

Despite the continued volatility in global financial markets, the British bank said pretax profit in its investment and corporate banking division during the third quarter more than doubled, to just over £1 billion, because of strong performance in the firm's fixed income and equities divisions.

The European debt crisis, however, affected Barclays' retail and business banking franchise, which saw its pretax profit fall 31 percent, to £794.

The British bank, which has operations spread across the European Union, said it had moved to reduce its operations in debt-ridden countries like Spain and Greece. Barclays said it had cut its sovereign debt exposure to Spain, Italy, Portugal, Greece and Cyprus by 15 percent, to £4.8 billion, during the third quarter.

The bank's core Tier 1 ratio , a measure of ability to weather financial shocks, rose to 11.2 percent by the end of September, compared to 10.9 percent at the end of the second quarter.

Barclays warned that continued difficulties across Europe and uncertainty in global market could weigh on future profitability.

“We continue to be cautious about the environment in which we operate,” the bank said.



Barclays Reports Third Quarter Loss on Credit Charges

LONDON â€" Barclays posted a loss for the third quarter on Wednesday, as the British bank's earnings were hit by provisions connected to the inappropriate selling of insurance to clients and charges on the firm's own debt.

The results mark the first time that Barclays' chief executive, Antony Jenkins, has reported earnings to shareholders since taking over from his predecessor, Robert E. Diamond Jr., who resigned in July following the Libor rate-rigging scandal.

Barclays agreed to a $450 million settlement with U.S. and British authorities after some of its traders altered the London interbank offered rate, or Libor, for financial gain.

The bank has started an internal review into the practices of its employees, some of whom may still face criminal charges. David Walker, a prominent British banker, will take over as chairman on Nov. 1, succeeding Marcus Agius, who also resigned because of the Libor scandal.

On Wednesday, the British firm said it was subject to two new regulatory probes. The Department of Justice and the Securities and Exchange Commission are investigating whether Barclays' relationships with third parties who help the bank to win or retain business are compliant with the United States Foreign Corrupt Practices Act. The U.S. Federal Energy Regulatory Commission also is investigating Barclays' past power trading activity.

The net loss of £106 million, or $170 million, in the three months through Sept. 30 compares to a £1.4 billion profit in the similar period last year. Barclays said it had taken a £1.1 billion charge connected to the value of its own debt, and also set aside a further £700 million in the third quarter to compensate clients who were sold insurance in appropriately. The firms already has earmarked £1.3 billion to reimburse customers.

Without the adjustments, Barclays said its pretax profit rose 29 percent, to £1.7 billion, in the three month s through Sept. 30.

“The last three months have been difficult for Barclays,” Mr. Jenkins said on a conference call with reporters on Wednesday.

Despite the continued volatility in global financial markets, the British bank said pretax profit in its investment and corporate banking division during the third quarter more than doubled, to just over £1 billion, because of strong performance in the firm's fixed income and equities divisions.

The European debt crisis, however, affected Barclays' retail and business banking franchise, which saw its pretax profit fall 31 percent, to £794.

The British bank, which has operations spread across the European Union, said it had moved to reduce its operations in debt-ridden countries like Spain and Greece. Barclays said it had cut its sovereign debt exposure to Spain, Italy, Portugal, Greece and Cyprus by 15 percent, to £4.8 billion, during the third quarter.

The bank's core Tier 1 ratio , a measure of ability to weather financial shocks, rose to 11.2 percent by the end of September, compared to 10.9 percent at the end of the second quarter.

Barclays warned that continued difficulties across Europe and uncertainty in global market could weigh on future profitability.

“We continue to be cautious about the environment in which we operate,” the bank said.