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Hunch About Bloomberg Brought Rivals Together

Goldman Sachs and JPMorgan Chase are usually bitter rivals, competing for lucrative banking and trading business. But one day in April, the Wall Street titans found common ground: frustration with the Bloomberg news and financial data empire.

Goldman’s public relations chief, Jake Siewert, a former Treasury official, called his counterpart at JPMorgan Chase, Joe Evangelisti, with a simple question: “Do you have any issues with Bloomberg?”

Before he could finish his sentence, Mr. Evangelisti began rattling off his grievances, say people briefed on the call. At the top of the list was a Bloomberg News article in 2011 that likened the strife in an Italian town after a bad deal with JPMorgan to the fallout from the Nazis’ occupation in World War II. He also mentioned another episode when a Bloomberg reporter surreptitiously obtained an access code to listen to a private conference call for senior executives.

The two men shared one major concern: they believed that Bloomberg reporters were using the company’s data terminals to monitor Wall Street sources â€" the executives at the banks that were spending thousands of dollars a year to use the data-rich machines.

That phone call, and the subsequent decisions by Wall Street firms to cooperate with reporters at other news organizations looking into the concerns, lifted the lid on a long-simmering, but seldom discussed, tension between Bloomberg and Wall Street. This article is based on interviews with many of the people with whom Mr. Siewert spoke.

There had long been suspicions among public relations executives that Bloomberg reporters might be using terminals to check up on bank executives. But one Wall Street chief executive, who spoke on the condition that he not be named, said recently, “I hate it when something happens that hadn’t occurred to me, and this situation certainly hadn’t.”

The grumbling and gossiping never amounted to much until Mr. Siewert, who joined Goldman last year, began his mission.

Through its lucrative terminal business, Bloomberg provides firms with intricate financial information. And while the company is not alone in providing data to the big banks â€" Reuters and others offer similar services â€" Bloomberg terminals have become so ubiquitous on Wall Street that they are essentially a prerequisite for traders. They come at a steep price: each machine can cost an average of more than $20,000 a year.

Adding to the tension between Wall Street and the data provider, many bank executives have grown to resent the fact that Bloomberg will not reduce the cost of the terminals, as other vendors have. After reports of Bloomberg’s monitoring emerged, some Wall Street executives sought concessions on the cost of the terminals, but those efforts failed, according to people briefed on the matter.

At the same time, Bloomberg is also expanding into businesses like stock and bond trading, a lucrative sector that is still largely dominated by banks like Goldman. The company has plowed more resources into offering fresh methods of trading stocks, bonds and some more complex financial instruments.

As a result, some at Bloomberg have privately accused Goldman Sachs of creating a firestorm over the terminal surveillance. Goldman executives bristle at that assertion.

Still, the business initiatives at Bloomberg, which has reporters around the globe, exacerbates the tensions that any news organization has with the people it covers.

“Bloomberg has to walk a fine line between selling a service to firms like Goldman Sachs on the one hand and hammering them on the other with stories,” said Paul A. Argenti, a professor of corporate communications at Dartmouth’s Tuck School of Business.

Bloomberg reporters had a limited window into what terminal users were doing, according to people close to Bloomberg. For instance, they knew when a subscriber was logged in or out, and could see help-desk chats, which might give clues about what a subscriber was interested in.

Mr. Siewert said in a statement that Bloomberg representatives had told Goldman that they would get to the bottom of the issue.

“We’ve got a lot of respect for Bloomberg reporters, and the company is making sure that the news desk has no special access to client information, so they’re on top of it,” he said.

A spokeswoman from JPMorgan declined to comment.

Ty Trippet, a spokesman for Bloomberg, said, “We always want to hear from our clients and others about our editorial coverage, and we take substantive concerns very seriously.”

Goldman’s response began when a press officer in Hong Kong received a call from a Bloomberg reporter about the whereabouts of a partner who the reporter noted had not logged into his terminal in a few weeks.

The Goldman employee felt the call crossed the line, and she immediately mentioned it to her boss in Hong Kong, who in turn raised it with Mr. Siewert in New York.

His first move was to find out whether Bloomberg had guidelines prohibiting reporters from using terminals to further their reporting. Mr. Siewert is probably best known for his years working for President Clinton, which included almost two as his press secretary.

Mr. Siewert called a reporter at Bloomberg who covers Goldman. He was directed to an editor, who assured him that Bloomberg had a policy aimed at preventing exactly the sort of behavior Mr. Siewert was concerned about.

This response surprised executives at Goldman because the reporter who called the Hong Kong office had admitted monitoring an executive’s whereabouts through the terminal.

Mr. Siewert then called more than half a dozen former Bloomberg reporters, most of whom now work at The Wall Street Journal. Most of those acknowledged using the terminal to further their reporting, or said they knew people who had done so.

At the same time, Mr. Siewert contacted a number of public relations executives on Wall Street and in Washington. Several executives told Mr. Siewert that they too had previous episodes of Bloomberg reporters’ checking the whereabouts of employees, but had not been concerned enough to take the issue up with Bloomberg.

Goldman held a series of meeting on Bloomberg’s monitoring. Goldman’s legal department pulled out the bank’s contract with Bloomberg, which prohibits Bloomberg from using confidential information it might glean from its relationship with Goldman for purposes not contemplated by the contract.

Mr. Siewert’s work culminated in a meeting on April 29 at Goldman’s headquarters in Lower Manhattan. In a conference room on the 43rd floor overlooking the Hudson River, Daniel L. Doctoroff, the chief executive of Bloomberg, met with Gary D. Cohn, the president of Goldman Sachs.

“This data is sensitive,” Mr. Cohn told Mr. Doctoroff, according to others present at the meeting. Mr. Doctoroff assured Goldman officials that Bloomberg was concerned about the breach and had cut off the ability of reporters to access client information, according to attendees of the meeting.

“They were very responsive and didn’t pretend it was an isolated incident,” said one executive at the meeting.

Mr. Cohn told Mr. Doctoroff that Goldman was considering notifying its clients of the breach, but before it did it wanted to be able to tell them what remedial action Bloomberg was taking. The two men agreed to talk again soon.

In the meantime, Mr. Siewert’s calls had piqued the interest of reporters, and The Wall Street Journal and The New York Post began reporting.

On the afternoon of May 9, Mark DeCambre, a reporter for The Post, called Bloomberg. His article, with the headline “Goldman Sachs employees concerned Bloomberg news reporters are using terminals to snoop,” broke the news.

Mr. Doctoroff responded in a note to Bloomberg clients.

“A Bloomberg client recently raised a concern that Bloomberg News reporters had access to limited customer relationship management data through their use of the Bloomberg terminal. Although we have long made limited customer relationship data available to our journalists, we realize this was a mistake,” he wrote.



Week in Review: Skepticism in Washington of American Pig in China

Deal Professor says a pork deal may hinge on the risk for uproar. | Records show tension among the Obama administration over British banks. | Sallie Mae will split old loans from new. | Switzerland to allow its banks to disclose hidden client accounts. | Buyout offer brings China into the orbit of Club Med. | Powerhouse of the uranium enrichment industry seeks a way out. | Entrepreneurs help to build start-ups by the batch.

A look back on our reporting of the past week’s highs and lows in finance.

Appeals Court Revives Financier’s Suit Against Citigroup | A federal appeals court ordered a new trial in the legal battle between the bank and the British financier Guy Hands over the buyout of the music company EMI. DealBook »

Deal Professor: Pork Deal May Hinge on Risk for Uproar | Steven M. Davidoff says that a national security review is no picnic given American anxiety about China. DealBook »

  • Needing Pork, China Is to Buy a U.S. Supplier | If completed, the $4.7 billion deal for Smithfield Foods would be the biggest takeover of an American company by a Chinese concern. DealBook »

Sallie Mae Will Split Old Loans From New | The move will create a new home for more than $100 billion of student loans amid concerns that graduates hobbled by debt are falling behind on their payments. DealBook »

Deal Professor: A Hotel Company Is Hobbled by a Deal Struck in Tough Times | In 2009, the Morgans Hotel Group received financing under terms that favored Ronald Burkle; Steven M. Davidoff says that it is now finding it hard to unwind the relationship. DealBook »

Buyout Offer Brings China Into the Orbit of Club Med | The French resort operator received a $700 million offer led by its two largest shareholders, an investment unit of the French insurer AXA and a Chinese conglomerate called Fosun International. DealBook »

Powerhouse of the Uranium Enrichment Industry Seeks a Way Out | Urenco, the global leader in its field, wants to sell for reasons of geopolitics, economics and the notion of an energy source that could turn deadly. DealBook »

Eye Care Company Is Being Sold to Valeant | Bausch & Lomb agreed to sell itself to the Canadian-based company for about $8.7 billion, sidestepping the lengthier process of an initial public offering. DealBook »

CME Group Sanctions Goldman Sachs and Top Wall Street Trader | The investment bank and Glenn Hadden have been fined over a Treasury futures trade in 2008. Mr. Hadden also faces a 10-day suspension. DealBook »

Wall Street Turns to ‘Boot Camps’ to Train New Workers | Tens of thousands of students at top business schools and scores of new hires at financial firms take courses on Excel. DealBook »

The Trade: A Flawed System That Suits the Shareholders Just Fine | Jesse Eisinger of ProPublica says that the recent vote at JPMorgan Chase to preserve Jamie Dimon’s dual role as chief executive and chairman suggests that shareholders may be part of the problem. DealBook »

Petraeus Back in Spotlight, via Wall St. | Kohlberg Kravis Roberts hired the retired four-star general and former director of the Central Intelligence Agency as chairman of the new KKR Global Institute. DealBook »

Nasdaq Is Fined $10 Million Over Mishandled Facebook Public Offering | The Securities and Exchange Commission said the exchange’s executives proceeded with trading although they knew of programming errors. DealBook »

I.P.O. for Empire State Building Wins Backing of Shareholders | The plan’s approval is a big victory for Peter L. Malkin and his son Anthony E. Malkin, the real estate barons who control the landmark tower but are minority owners. DealBook »

Entrepreneurs Help to Build Start-Ups by the Batch | Investors with experience in technology companies are choosing to back multiple projects at one time, with more active roles than those of venture capitalists. DealBook »

Records Show Tension Among Obama Officials Over British Banks | Government documents offer a glimpse into the Obama administration’s decision-making as it prepared to take actions against HSBC and Standard Chartered. DealBook »

Switzerland to Allow Its Banks to Disclose Hidden Client Accounts | The watershed move is intended to help resolve a long-running dispute with the United States over tax evasion. DealBook »

  • Switzerland Weighs Deal in Tax Cases | Offshore private banking services allowed at least tens of thousands of wealthy Americans to evade federal taxes. DealBook »


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‘I Crave My Pigmeat’ | China’s pork deal is a good excuse to celebrate with Blind Boy Fuller, the father of the Piedmont Blues. DealBook »



Now on the Line, the Dark Knight

You can hear the audio here (Bruce Wayne comes on the line at 35:50), and for those who like to follow along, a transcript:

Operator
We will now take a question from Bruce Wayne with Wayne Enterprises. Please go ahead.

Bruce Wayne - Wayne Enterprises - Analyst
Hello? Hello there.

Lars Bethuelsen - Archer Limited - SVP, M&A and IR
Hello, Bruce. We can hear you.

Bruce Wayne - Wayne Enterprises - Analyst
Hi, there. This is Bruce Wayne. I have a question for you guys. So I was wondering, given your financial situation, if you guys would be willing to invest in some technology I’m developing.

Christoph Bausch - Archer Limited - CFO
I think we will still find money if we find the right technology to invest in. I think we have a very good, on the Oil Tools side of the business, internal R&D team and so the investment is â€" should also be looked upon as just attracting talented engineers to continue that run.

Bruce Wayne - Wayne Enterprises - Analyst
Do you feel that you have engineers that can work my specifications, because I’m facing super-villains, so I need specific technical expertise.

Christoph Bausch - Archer Limited - CFO
I’m a little bit â€" there’s a big echo on the line. I’m sorry, can you repeat the question?

Bruce Wayne - Wayne Enterprises - Analyst
No, what it is is that a lot of my technology was damaged. I was obviously recently in battles with Bane, the Joker, so I just want to know if you guys can invest in some technology I’m developing.

Christoph Bausch - Archer Limited - CFO
Okay, Bruce, we are currently investing currently in technology in Oil Tools and in Wireline. We have various technologies where we’ve invested over [a] couple of years and we will continue to do so going forward. Bertrand, can you move on to the next caller, please?

Archer/Batman [PDF]



Brazilian Cement Producer Plans $4.8 Billion I.P.O.

SÃO PAULO, Brazil â€" Brazil’s largest cement producer, Votorantim Cimentos, is planning to raise as much as $4.8 billion in what would be one of the largest initial public offerings worldwide this year.

The move is a positive sign for Brazil as the country’s government and private sector have been trying to encourage more financing through the public markets.

The company filed a preliminary prospectus Friday, saying it would offer up to 540 million units, priced at 16 to 19 reais a share. If all the units were sold at the maximum price, the company would raise 10.26 billion reais, or $4.8 billion.

After a weak 2012, in which only three Brazilian companies held I.P.O.’s, the country’s capital markets are recovering. Six I.P.O.’s have been held in Brazil in 2013.
The largest global I.P.O. was also in Brazil, according to Thomson Reuters, when the insurance giant BB Seguridade raised $5.74 billion at the end of April. If successful, Votorantim Cimentos’s I.P.O. would rank as the second-largest globally so far this year.

Votorantim Cimentos’s units will be offered on both the BM&F Bovespa stock exchange in São Paulo and on the New York Stock Exchange, with each unit representing one common share and two preferred shares. The pricing will be announced June 19 and trading should begin June 20.

Itaú BBA, Morgan Stanley, JPMorgan Securities, Credit Suisse, BTG Pactual, HSBC, Goldman Sachs, Deutsche Bank, Banco Bradesco BBI, Bank of America Merrill Lynch, Banco do Brasil and Banco Votorantim are underwriting the offering.

According to the prospectus filed with the S.E.C., the company will use 45 percent of the money raised to finance its growth and potential acquisitions, in Brazil and abroad.

Votorantim Cimentos has operations in 20 countries, including the United States, but the vast majority of its business is in Brazil, whose booming real estate and construction sectors have benefited the company.

This success has come despite economic weakness in Brazil, where inflation is forecast at nearly 6 percent and the economy only grew at a 2.2 percent pace in the first quarter.

But after 2012’s I.P.O. drought, investor appetite appears strong for Brazilian companies, especially ones that have dominant positions in relatively strong sectors of the economy.

Votorantim Cimentos will be the only Brazilian cement producer traded on the stock market, so its shares may prove attractive to investors eager to participate in the sector. The company is a subsidiary of Votorantim Industrial, one of Brazil’s largest conglomerates, which had $11.5 billion in revenue last year.

Votorantim Industrial’s other operations include steel and other metals, cellulose, agriculture, energy, and even finance, but Votorantim Cimentos is one of the crown jewels, responsible for $4.7 billion in revenue.

Like many Latin American companies, Votorantim Industrial is controlled by its founding family. Its chairman Antônio Ermírio de Moraes is worth an estimated $12.7 billion, making him the 74th richest person in the world and the third richest in Brazil according to Forbes Magazine.

Even after this I.P.O., Votorantim Industrial and Mr. Ermírio de Moraes should continue to own enough shares to maintain control of Votorantim Cimentos.



SAC Case Tests a Classic Dilemma

SAC Case Tests a Classic Dilemma

Spencer Platt/Getty Images

Mathew Martoma, charged with insider trading, could face decades in prison if convicted.

Imagine the pressure on Mathew Martoma, the 38-year-old former portfolio manager at SAC Capital Advisors charged with insider trading who may â€" or may not â€" be in a position to implicate Steven A. Cohen, the hedge fund’s billionaire founder and owner.

So far, Mr. Martoma has defiantly asserted his innocence and refused to cooperate with prosecutors. He could change his mind, but the clock is ticking. The government faces a mid-July deadline when it must decide whether to seek criminal charges against Mr. Cohen relating to the trades at the center of Mr. Martoma’s case.

For all concerned, the stakes are huge. The government has already convicted 73 people in the last three years in an insider trading crackdown that in its sweep and impact has been without precedent on Wall Street. But none of them has had the iconic status of an Ivan Boesky, the 1980s arbitrageur who wore a wire to record secretly the junk bond titan Michael Milken. With a net worth estimated by Forbes at $9.3 billion, Mr. Cohen could be the marquee name that would lend the investigation a new level of public awareness and potential deterrence.

Mr. Martoma could face decades in prison if convicted. His potential prison term is especially severe because the federal sentencing guidelines are based on the amount of the illegal profit, which in Mr. Martoma’s case are said to be huge. Prosecutors have called the case the most lucrative insider trading scheme ever.

Mr. Martoma is married to a medical doctor and they have three children. A long prison term could be devastating for his family. With his wife and children inside his house in Florida, Mr. Martoma fainted on his front lawn in late 2011 when F.B.I. agents arrived to warn him that he might face charges.

But Mr. Martoma may also be in a uniquely advantageous position to make a deal with prosecutors. He’s the only former SAC trader who, the government has said, had direct dealings with Mr. Cohen concerning suspicious trades. The government said the two had a 20-minute telephone conversation the night before SAC started trading shares of two pharmaceutical companies based on confidential information Mr. Martoma gained from a doctor involved in clinical trials of an important Alzheimer’s drug. So far as is known, Mr. Martoma hasn’t told prosecutors the substance of that conversation.

This is about as close as possible to what in game theory is known as the “prisoner’s dilemma,” Randal Picker, University of Chicago law professor and a co-author of “Game Theory and the Law,” pointed out. The game was developed by RAND Corporation scientists and formalized in 1950 by a Princeton mathematician, Albert W. Tucker, who gave the game its name.

In the now-classic version, the police have arrested two suspects and are interrogating them in separate rooms. Each can either confess and implicate the other, or remain silent. If only one confesses, he goes free and the other gets a harsh sentence. If both confess, each gets a reduced sentence, but still go to jail. If neither confesses, the government lacks the evidence needed to convict and both go free.

Game theorists have demonstrated that the rational choice, or dominant strategy, is always to confess and implicate the other, even though the optimal outcome for both occurs if neither cooperates. That’s because, as Professor Picker explained, if one prisoner has confessed, the best the other can hope for is also to confess and get the moderate sentence rather than the harsher sentence reserved for those who don’t cooperate. If one prisoner doesn’t confess, the other can go free by implicating him. Although they collectively are better off if neither cooperates, their individual self-interest dictates cooperation.

That may be one reason that, when it comes to white-collar crime, “the overwhelming majority of people tend to cooperate, in my experience,” said John F. Savarese, a partner at Wachtell, Lipton, Rosen & Katz and chairman of the New York City Bar Association’s White Collar Criminal Law Committee. That’s certainly been the case in the current insider trading scandal. Of the 73 defendants who pleaded guilty or were convicted since 2009, only 10 have taken their cases to trial. (All were found guilty.)



Money Market Fund Overhaul Is Early Test for Dodd-Frank

David Zaring is assistant professor of legal studies at the Wharton School of Business at the University of Pennsylvania.

Efforts to overhaul money market funds has posed not just a challenge to the Securities and Exchange Commission, which will finally vote on an overhaul package on June 5, but also to its new overseer, the supercommittee of agencies known as the Financial Stability Oversight Council, or FSOC.

The outcome of these efforts will tell us just how much on an overseer this supercommittee will be, which in turn will tell us something about how much the Dodd-Frank Wall Street Reform Act, which created FSOC, has, in fact, changed Wall Street.

A lot of blame for the depth of the financial panic in September 2008 can reasonably be laid at the door of the money market funds. The collapse of the Reserve Primary Fund - it broke the buck, which money market funds were designed and regulated to never do, on Sept. 16 of that year - led to the collapse of the entire asset class. Because money market funds were large purchasers of the commercial paper corporate America uses to finance its operations, that market ground to a halt as well, creating serious problems for the real economy.

In short order, the Federal Reserve found an obscure Depression-era statute (the Gold Reserve Act of 1934, if you’re keeping score at home), with an emergency fund attached to it, and used both to bail out the money market funds. It was good news for the economy, but a real stretch of the legal authority of the Fed. The S.E.C., which had nominally regulated money market funds, was entirely circumvented, and the Gold Reserve Act had never been used to bail out a domestic financial intermediary before.

Accordingly, Mary L. Schapiro, then the S.E.C. chairwoman, made the reregulation of money market funds one of her top priorities. She urged her agency to pass a rule that would let the funds have a floating net asset value, or N.A.V., that would move up or down from $1, reflecting the actual market value of the funds’ underlying portfolio holdings. Many financial experts and academics believe that a floating value would be refreshingly realistic. But the fund industry has opposed it vigorously, arguing that floating value funds would be difficult to sell to consumers.

The industry won over enough ears on the S.E.C. to prevent the agency from adopting Ms. Schapiro’s approach. So she and the then Treasury secretary, Timothy F. Geithner, turned to the Financial Stability Oversight Council to try to force the agency’s hand. The question is how, and whether it would be willing, to do that sort of forcing.

The Financial Stability Oversight Council has the power, under Section 120 of Dodd-Frank, to review and make recommendations related to a member agency’s regulation of a systemically significant sector of the financial system. Ms. Schapiro and Mr. Geithner successfully persuaded it to urge the S.E.C. to adopt a floating net asset value rule or to require money market funds to hold extra capital to deal with shocks.

But the problem with the council’s Section 120 powers is that they are not paired with the ability to force a member agency to act. If the S.E.C. does not want to regulate money market funds in the way the the council suggests, it need not do so. Under Section 120, it only has to provide an explanation to the council as to why it is not adhering to the council’s recommendation.

Moreover, the revised proposal before the commission would only introduce a floating N.A.V. for funds held by corporations and institutional investors, but not consumers, which arguably does not go as far as the Financial Stability Oversight Council,, and certainly some outside observers, would like.

Will that be enough for the council? Probably, but that is because it does not have many alternatives. The council’s stick lies in its Section 113 powers. Under that section, the body has the ability to regulate systemically important financial institutions and to designate such institutions, if they are not already banks, to be supervised by the Fed. It can make such a designation if it determines that material financial distress at the company or the nature, scope, size, scale, concentration, interconnectedness or mix of activities of the company could pose a threat to the financial stability of the United States.

The council has said, however, that it will only make such designations for companies that hold at least $50 billion in total consolidated assets.

So this is the final card that the Financial Stability Oversight Council has to play. If its recommendations on money market funds are ignored, it could designate the largest of those funds as systemically important and turn over the regulation of those institutions to the Fed. There might even be some advantages to doing so; while the S.E.C.’s regulatory rules have met with little success in the courts, the Fed has a much better record and reputation.

That of course, would be a turf battle that the S.E.C. would hate to lose, but it is also a drastic step. Will the council’s powers force the hand of the S.E.C.? Answering that question will tell us something about whether the jury-rigged committee of agencies that Dodd-Frank created to keep an eye on the safety and soundness of the financial system is more than some of its parts, or instead dependent upon those parts.



CME Group Sanctions Goldman Sachs and Top Wall Street Trader

Goldman Sachs and Glenn Hadden, one of Wall Street’s top traders, have been fined by the CME Group over a Treasury futures trade in 2008.

The CME Group, which runs commodity and futures exchanges, has notified both Goldman and Mr. Hadden, once a top trader at Goldman Sachs who now runs global interest rates desk at Morgan Stanley, that both face fines and other sanctions in connection with the trade, according to a disciplinary action reviewed by The New York Times.

Goldman has been ordered to pay $875,000 and cited for failure to supervise Mr. Hadden. Mr. Hadden has been ordered to pay $80,000. He faces a 10-day suspension, starting July 15, from “directly accessing all CME Group Inc. trading floors, and indirect and direct access to all electronic trading and clearing platforms owned or controlled by CME Group Inc.”

Although the CME issues several citations a month, it is rare for a top trader to be sanctioned.

Mr. Hadden, the CME said, in the last minutes of trading Dec. 19, 2008, engaged in trading that violated CME rules. Goldman was fined over failing to supervise Mr. Hadden.

A Goldman spokesman said the firm is happy to have the matter resolved. A Morgan Stanley spokesman said: “Mr. Hadden is an employee in good standing as the global head of rates at Morgan Stanley.” A lawyer for Mr. Hadden did not have an immediate comment on the case.



Buffett’s Energy Gamble in Las Vegas

Warren Buffett needs luck for his Las Vegas gamble to pay off. Berkshire Hathaway’s $5.6 billion bet on NV Energy suggests the billionaire investor is coming up short on decent ways to deploy his cash. With electrical utility mergers offering meager synergies thanks to the pounds of flesh demanded by regulators, Berkshire will struggle even to cover its cost of capital.

True, the Nevada power company that Mr. Buffett has just purchased is a steady cash cow. Earnings before interest and taxes have rebounded a healthy 65 percent since the gloom of 2008, to about $785 million in 2012. The deal will also extend the geographical spread of Berkshire’s MidAmerican Energy. In addition, NV has a strong base of solar production, which MidAmerican has used to generate strong returns in the past.

Yet barring an unexpected boom in the Nevada economy, the growth outlook for NV is bland. Operating profit is forecast to remain almost flat as far out as 2016, according to estimates compiled by Thomson Reuters. And Berkshire seems to expect only trivial synergies.

Merging utilities are often falsely modest about cost savings - fearing that regulators will demand they pass gains on to consumers in the form of cheaper electricity. In this case, with only modest overlap in operations, the humility appears justified.

While Duke Energy aimed for synergies of around 6 percent of revenue through its $13.7 billion purchase of Progress Energy in 2011, MidAmerican would be lucky to get 3 percent. Even this upbeat assumption would translate into just around $90 million of savings on forecast revenue of $3 billion in 2013.

Taxed at around 34 percent, that would deliver a return on the acquisition of just 6 percent - below the roughly 9 percent cost of capital that Buffett would normally aim to clear.

MidAmerican could pile on debt to bolster equity returns. The company has been deleveraging in recent years, trimming long-term debt to $4.7 billion from $5.3 billion since 2008 as well as adding more than $200 million to cash. That leaves room for more borrowing.

But even with a little capital structure hocus-pocus, it’s hard to see the deal vaulting MidAmerican’s cost of capital. With some $44 billion in cash on Berkshire’s balance sheet, and 10-year Treasuries yielding just 2 percent, Buffett is under pressure to put money to work. This deal just shows how big a challenge that is, even for investment sages.

Christopher Swann is a columnist at Reuters Breakingviews. For more independent commentary and analysis, visit breakingviews.com.



Keep Calm and Carry On

I had just finished facilitating a daylong workshop for a team of leaders at Walmart when I received a voicemail telling me my flight from Bentonville, Ark., that evening had been canceled and I would not be able to get home until sometime the next day.

I had been away much of the week, I was tired and I had several morning meetings the next day that I did not want to miss. I made an instant decision: I am not going to let myself get frustrated or move into victim mode. It’s something I have worked at for many years.

The first technique I used came from a sports psychologist named Jim Loehr, who I was interviewing at the time for a book I was writing, and with whom I later went to work. Mr. Loehr was describing something he had observed in the best tennis players - namely that they were meticulous about renewing themselves in the 20 to 30 seconds between points. The first thing these players did when a point ended was to turn away from the net.

I loved the metaphor: Turn away from the net. Let it go. Don’t dissipate energy on something you can no longer influence. Invest it instead where it has the power to make a difference. I came to call it the Energy Serenity Prayer.

Each of us has a finite reservoir of energy in any given day. Whatever amount of energy we spend obsessing about missteps we have made, decisions that do not go our way or the belief we have been treated unfairly is energy no longer available to add value in the world.

Worse yet, negative emotions feed on themselves and move us into fight or flight - a reactive state in which it is impossible to think clearly. Negative emotions also burn down energy at a furious rate. It is exhausting to be a victim.

My goal was to keep calm and carry on. Except the world was not exactly cooperating. I was able to find a plane that got me halfway home, to Charlotte, N.C. Unfortunately, when we landed, we had to sit for 90 minutes on the runway in a driving thunderstorm. Then my suitcase did not show up and it took an hour to track it down. By the time I got to my hotel, it was 12:30 a.m., and I had to be up in four hours to catch a flight at 6.

I overslept, which I never do. Checking Expedia, I discovered there was not a single seat to New York, coach or first class, for the rest of the day. Only then did I remember we were heading into Memorial Day weekend.

If I was to keep my composure at this point, I needed to find a new gear.

This is where the second technique came in. I have long recognized that one of the best ways to make yourself feel better is to make someone else feel better
I also happened to be in the midst of reading a book called “Give and Take” by Adam Grant, which makes a compelling case that people who give without expecting anything in return actually turn out not only to feel better for having done so, but also to be more successful.

Giving, Mr. Grant explains, does not require extraordinary acts of sacrifice. It simply involves a focus on acting in the interests of others. When takers succeed, there is usually someone else who loses. When givers give, it spreads and cascades. In my own case, the book served as a powerful reminder that the “giver” is the person I want to be.

Rather than feeling sorry for myself, I decided to focus on making other people feel better. As I made my way through the airport, I stopped long enough to ask the people I encountered “How are you doing today?” and to be genuinely interested in their answers.

When I got to the gate to stand by for the next flight, I posed the same question to the two women at the counter. They looked at each other and rolled their eyes. “I just want this weekend to be over,” said one. “All I want is some coffee,” said the other.

“I can get you that,” I said. A few minutes later, I returned with two cups of coffee - and their appreciative smiles. I felt better, they felt better, and I suspected a lot of other travelers benefited from their lifted spirits.

As it turned out, I got the last seat on the plane. For a moment, I wondered if I had unconsciously done these women a favor in the hope that they would do me one in return.

I would like to think not. But I also realized, it doesn’t really matter.

About the Author

Tony Schwartz is the chief executive of the Energy Project and the author, most recently, of “Be Excellent at Anything: The Four Keys to Transforming the Way We Work and Live.” Twitter: @tonyschwartz



Appeals Court Revives Financier’s Suit Against Citigroup

In a blow to Citigroup, a federal appeals court on Friday ordered a new trial in the legal battle between the bank and the British financier Guy Hands over the buyout of the music company EMI.

The United States Court of Appeals for the Second Circuit in Manhattan vacated a 2011 jury verdict clearing Citigroup of any wrongdoing over its role in the sale of EMI to Mr. Hands’s private equity firm, Terra Firma Capital Partners. It ruled that improper jury instructions from the trial court judge related to English law relevant to the case mandated a reversal.

Mr. Hands had accused the bank of defrauding him during its handling of an auction of EMI. He said that a Citigroup investment banker lied to him that there was another bidder for EMI, which tricked him into paying $6.8 billion for EMI at the market peak in August 2007. After the financial crisis struck and the music industry tanked, Mr. Hands lost billions on the investment.

He sued Citigroup in federal court, seeking $8 billion in damages. The bank said it had done nothing wrong, as accused Mr. Hands of having buyer’s remorse.

After a three-week trial in 2010, the jury awarded him nothing. Citigroup, which had also provided Mr. Hands with billions of dollars of loans to pay for EMI, took ownership of the company and sold it off in pieces. Universal Music Group, a division of Vivendi, bought EMI’s recorded-music business, and a Sony-led group acquired EMI’s publishing assets.

With EMI seized from Terra Firma and in the hands of new owners, the revived dispute now becomes merely a fight over money. Should Citigroup and Mr. Hands fail to reach a financial settlement, the case will again go to trial before Judge Jed S. Rakoff, who presided over the original case. A spokesman for Citigroup, Danielle Romero-Apsilos, said that that’s where the parties were heading.

“We are confident we will again prevail at trial as Citi’s conduct in the EMI transaction was entirely proper,” Ms. Romero-Apsilos said. “The original verdict made clear that Terra Firma’s baseless accusations of fraud were simply an attempt to gain leverage in debt restructuring negotiations.”

A spokesman for Mr. Hands, Jonathan Doorley, declined to comment.

The reversal of a jury’s verdict in a civil dispute is rare, and the federal appeals court said is was loath to overturn the case.

“We are particularly reluctant to overturn a jury verdict when, as here, it appears that both parties have had a fair bite at the proverbial apple,” wrote Judge John M. Walker, who wrote the opinion for a unanimous three-judge panel. “The principal actors on both sides provided their version of events, exceptional trial lawyers marshaled and clarified the evidence, and a gifted judge presented the issue to the jury for its evaluation.”

Despite the praise for Judge Rakoff, the court said that he erred in his description of English law related to fraudulent misrepresentation, which applied to the case. Judge Rakoff incorrectly told the jury that Terra Firma had the burden of proof in showing that it relied on Citigroup supposed misrepresentations, when according to English law, the burden fell upon Citigroup to prove that it did not lie.

The decision is a resounding victory for Mr. Hands’s star lawyer, David Boies of Boies, Schiller & Flexner, who argued the appeal. If the case gets tried again, Mr. Boies will likely find himself in a rematch against Citigroup’s lawyer, Theodore V. Wells Jr., and his colleagues at Paul Weiss Rifkind Wharton & Garrison.

In a concurring opinion, Judge Raymond Lohier noted that federal appeals courts were being asked to determine and apply foreign law in a growing number of international disputes. He suggested a new formalized process for a federal appeals court to ask courts of a foreign country to clarify foreign law, just as they frequently ask state tribunals to weigh in on difficult state-law issues.

“This case illustrates the trend,” Judge Lohier said. “We will encounter more and more cases involving unsettled questions of foreign law that implicate important policy preferences of a foreign nation.”



At HSBC, a Board Member Who Can Keep Secrets

LONDON - From spy vs. spy to spy vs. banker?

Jonathan Evans, the former director general of Britain’s MI5, the domestic security and counterintelligence agency, may find that a new career in banking will suit him just fine. HSBC on Friday appointed him as an independent nonexecutive director of its board.

Mr. Evans’s background is a good fit for a bank, considering the issues confronting the financial sector. His experience and expertise in “combating threats to data security, critical infrastructure and from international terrorism and organized crime will be of considerable value to the board as it addresses its governance of systemic threats,” HSBC’s chairman, Douglas Flint, said in a statement.

Mr. Evans’s appointment comes amid a renewed focus at the British bank on compliance and governance after HSBC agreed in December to pay $1.92 billion to settle money laundering charges, including accusations by American authorities that the bank allowed Mexican drug cartels to launder money.

Mr. Evans, 55, will also join HSBC’s financial system vulnerabilities committee, which the bank set up earlier this year. Other members include David Hartnett, a former British permanent secretary for tax who was criticized in 2011 by British lawmakers for favoring corporate taxpayers, including Goldman Sachs; and William Hughes, the former head of Britain’s Serious Organized Crime Agency.

Mr. Evans’s appointment is initially for three years and can be extended with shareholder approval. He will earn an annual director’s fee of £95,000, or $144,000, and an additional £30,000 a year as a member of HSBC’s financial system vulnerabilities committee.

Mr. Evans joined the security service in 1980, working on counterespionage investigations. Ten days before the terrorist attacks of Sept. 11, 2001, Mr. Evans was promoted to MI5’s management board as director of international counterterrorism. He became director general of MI5 in 2007 before retiring from the service in April.

(No word yet on what secret gadgets he may have in his briefcase.)



Dell Fights Back

DELL FIGHTS BACK  |  The fight over Dell Inc. has climbed to a new level.

The computer maker on Friday began its official campaign to support a proposed $24.4 billion sale of itself to Michael S. Dell and the investment firm Silver Lake, amid continued opposition to the deal.

The computer company filed its definitive proxy materials after receiving final approval from the Securities and Exchange Commission. And it set July 18 as the date for a shareholder vote on the transaction.

Dell said that its board had examined every possible alternative to the deal, and rebutted calls by Southeastern Asset Management and Carl C. Icahn to instead pursue a big stock buyback and special dividend.

“Our analysis led us to conclude unanimously that a sale to the Michael Dell/Silver Lake group for $13.65 per share is the best alternative available â€" in a challenging business environment it offers certainty and a very material premium over pre-announcement trading prices,” the company wrote in a letter to shareholders.
DealBook »

LLOYDS’ BIG MORTGAGE SALE  |  Lloyds Banking announced that it had agreed to sell a portfolio of United States real estate-backed securities for £3.3 billion ($5 billion) to a number of American investors, including Goldman Sachs. The British firm said it expected to generate a pretax income of £540 million from the deal.

The disposal is part of Lloyds’ mounting efforts to increase its capital reserves after British regulators demanded that the country’s banking sector raise a combined £25 billion to fill a capital shortfall by the end of the year, Mark Scott reports on DealBook.

By offloading the American mortgage-backed securities, the British bank has benefited from a resurgent American property market, where housing prices in March rose almost 11 percent compared to the same period last year, according to the S.&P. Case-Shiller home price index.
DealBook »

ON THE AGENDA  |  The Chicago Purchasing Managers’ Index is released at 9:45 a.m., while the University of Michigan’s consumer confidence survey is published at 9:55 a.m.

WALL STREET BOOT CAMPSWALL STREET BOOT CAMPS  |  When millions of dollars rest on telling the difference between a pivot table and a header row, Wall Street will spare no expense to protect its profits.

Enter specialized boot camps where â€" for fees that sometimes exceed $1,000 a day â€" would-be masters of the universe can perfect Excel modeling techniques and financial analysis, Lynnley Browning writes on DealBook.

Each year, tens of thousands of students at the nation’s top business schools, and scores of new hires at financial firms, including Goldman Sachs and the Blackstone Group, now take courses run by companies like Training the Street and Wall Street Prep.

Graduates say the classes give them a new appreciation for the heart of financial analysis. An eight-hour crash course on leveraged buyouts from Training the Street was so intensive that it “kind of makes you want to slit your wrists,” said Michael Rojas, who graduated from Columbia Business School this month.
DealBook »

Mergers & Acquisitions »

A Spotlight on Smithfield’s Dissident Investor  |  With its proposed sale to Shuanghui International, Smithfield Foods appears to be eschewing a recommendation by Continental Grain, one of its biggest shareholders, to break itself up. It isn’t clear how Continental will respond.
DealBook »

China’s Pork Deal May Risk an UproarChina’s Pork Deal May Risk an Uproar  |  A Chinese meat producer’s $4.7 billion acquisition of Smithfield Foods is subject to a national security review, which is no picnic given American anxiety about China, Steven M. Davidoff writes in the Deal Professor column.
Deal Professor » | China’s Food Deal Extends Its Reach, Already Mighty

Bank of China Said to Provide $4 Billion in Financing for Smithfield Deal  |  Bank of China will provide up to $4 billion in financing for Shuanghui International’s proposed $4.7 billion offer for the pork producer Smithfield Foods.
REUTERS

Dish Network’s Bid for Clearwire Complicates Telecom Deal  |  By bidding for Clearwire at the last minute, Dish Network has complicated several proposed telecommunications deals, which have caused instability in the companies’ share prices.
WALL STREET JOURNAL

Clearwire Investor Voices Opposition to Sprint Bid  |  Crest Financial, one of the biggest minority shareholders in Clearwire, has urged the wireless company to not recommend Sprint Nextel’s buyout offer after Dish Network made a counter bid.
REUTERS

Berkshire Hathaway Buys The Roanoke Times  |  Warren Buffett continues to add to his newspaper empire after Berkshire Hathaway bought The Roanake Times for an undisclosed fee.
CNN MONEY

American Realty to Buy Portfolio From GE Capital  |  American Realty Capital Properties has agreed to buy a portfolio of 471 lease properties from GE Capital for $807 million in a bid to diversify its revenues, Reuters reports.
REUTERS

Encore Buys Stake in Cabot Credit for $200 Million  |  The American debt management company Encore Capital Group has agreed to buy a majority stake in Cabot Credit Management for around $200 million to break into the British debt purchasing market.
FINANCIAL TIMES

British Engineering Company Confirms Bid for Medical Unit  |  The British engineering company Smiths Group has received an approach for its medical unit that could be worth up to $3 billion.
REUTERS

INVESTMENT BANKING »

UBS Raises Banker Pay to Match Competitors  |  The Swiss bank UBS plans to increase the salaries of its investment bankers to match those at rival banks even as it cut around 10,000 jobs to bolster its profitability.
BLOOMBERG NEWS

Fewer Bonuses for Bankers in Britain  |  One in three bankers in London walked away empty-handed from the last bonus round, a survey by the recruitment firm Morgan McKinley showed.
DealBook »

Succession Carousel at General Electric  |  The potential exit of GE Capital’s chief shifts the spotlight onto succession for his boss, Jeffrey Immelt.
DealBook »

Goldman Sachs Scores Big in Health Care Deal  |  Despite failing to put together three potential health care deals in recent months, Goldman Sachs scored a major payday after helping to arrange Valeant Pharmaceuticals’ $8.7 billion acquisition of Bausch & Lomb.
BLOOMBERG NEWS

Bond Market Movements Puts Focus on Fed  |  Analysts are divided over whether rising interest rates on long-term mortgages and Treasury bills are a sign that the credit bubble is bursting or that the United States economy is recovering.
WALL STREET JOURNAL

Morgan Stanley Makes Trades in Shrinking Derivatives Unit  |  Morgan Stanley bought credit positions with a notional value of more than $50 billion over the last three years, despite plans to shrink its derivatives business.
BLOOMBERG NEWS

Vatican’s Top Banker Faces Tough Challenges  |  Ernst von Freyberg will need a lot of strength as he sets out to rescue the scandal-torn reputation of the Institute for the Works of Religion, as the Vatican’s bank is formally known.
FINANCIAL TIMES

PRIVATE EQUITY »

Santander Sells Half of Asset Management Arm to Investment Firms  |  Banco Santander said on Thursday that it had sold a 50 percent stake in its asset-management arm to two investment firms, Warburg Pincus and General Atlantic, as the bank continues to raise money to bolster its balance sheet.
DealBook »

Cerberus’s Share Offer for Seibu Holdings Set to Close  |  Cerberus Capital Management’s offer to buy shares in the Japanese rail and hotel operator Seibu Holdings closes on Friday, according to Bloomberg News.
BLOOMBERG NEWS

American Private Equity Firms Circling Indian Tech Firm  |  The American private equity giants Carlyle Group and Blackstone Group are planning bids to buy Hewlett Packard’s $1 billion stake in the Indian technology services company MphasiS.
REUTERS

Warburg Pincus Sells Stake in Indian Electronics Firm  |  Warburg Pincus has sold its 8.4 percent stake in the Indian electronics company Havells India to European private equity firm Vontobel.
ECONOMIC TIMES

HEDGE FUNDS »

Sony Chief Warns Against Breakup  |  Sony’s chief executive, Kazuo Hirai, has defended the Japanese company’s plan to keep its electronics and entertainment units under one roof after coming under pressure to break up the operations.
WALL STREET JOURNAL

Sony Said to Hire Bankers Over Breakup Plan  |  Sony has hired Morgan Stanley and Citigroup to help consider the breakup plan put forward by the U.S. hedge fund manager Daniel Loeb, according to Bloomberg News.
BLOOMBERG NEWS

Top Hedge Fund Managers Control Lion’s Share of Capital  |  The hedge fund industry’s top 100 largest fund managers control more than 60 percent of capital allocated to the sector, according to the data provider Preqin.
HERE IS THE CITY

Former Goldman Executive Opens New Firm  |  A former Goldman Sachs executive, Fred Eckert, has opened a new hedge fund after his last firm went bankrupt â€" and after he spent two months in a coma during the financial crisis.
REUTERS

Former SAC Capital Trader Plans New Hedge Fund  |  Miaodan Wu, a former manager at the hedge fund SAC Capital, is preparing to start his own hedge fund in Hong Kong to bet on price swings in financial securities, according to Thomson Reuters.
REUTERS

I.P.O./OFFERINGS »

British Politician Calls for Restraint in R.B.S. Share Sale  |  The British business secretary, Vince Cable, believes that the prospective share sale of the partly nationalized Royal Bank of Scotland should not be rushed, as the firm says the offering could start next year.
FINANCIAL TIMES

Awaiting a Big Payday Ahead of Partnership Assurance I.P.O.  |  Top executives at the British financial services firm Partnership Assurance and bankers at Bank of America Merrill Lynch and Morgan Stanley could stand to earn millions of dollars if the firm’s I.P.O. is successful in London.
FINANCIAL TIMES

Royal Mail Faces Big Pension Charge Ahead of Offering  |  The Royal Mail Group of Britain faces an extra $450 million yearly pension charge ahead of its proposed initial public offering.
FINANCIAL NEWS

VENTURE CAPITAL »

SoftBank Capital Raises $53 Million for N.Y. Fund  |  SoftBank Capital has raised a $53 million fund targeted at backing early-stage start-ups in New York, according to AllThingsD.
ALLTHINGSD

Tumblr Adds Advertising to Web Dashboard  |  Less than a month after being acquired by Yahoo, the micro-blogging company Tumblr has added brand advertisements to its web dashboard.
TECHCRUNCH

Lars Dalgaard Joins Andreessen Horowitz  |  Lars Dalgaard, the founder of SuccessFactors who sold the business to SAP for $3.5 billion, has joined the venture firm Andreessen Horowitz as a general partner.
FORTUNE

LEGAL/REGULATORY »

Reducing the Corporate Tax Rate Could Stabilize Banks  |  If Congress reduces the corporate tax rate from 35 percent to 25 percent, as many have suggested, it could help reduce systemic risk in the banking industry, Victor Fleischer writes in the Standard Deduction column.
DealBook »

A.I.G. Ends Suit Against New York Fed Over Losses  |  The American International Group has dropped a case against the Federal Reserve Bank of New York over whether the insurer retained the right to sue over losses on residential mortgage-backed securities after its bailout in 2008.
REUTERS

Head of C.F.T.C. Faces Questions over E-Mail Use  |  Gary Gensler, the head of the Commodity Futures Trading Commission, is facing scrutiny from Congress over using his person e-mail for work connected to the collapse of MF Global.
BLOOMBERG NEWS

Former British Politician Criticizes Financial Transaction Tax  |  Nigel Lawson, the former British chancellor of the Exchequer, said the proposed European financial transaction tax would drive business from London to New York.
BLOOMBERG NEWS

Bitcoin Exchange Tightens Verification Procedures  |  Mt. Gox, the world’s largest Bitcoin exchange, has announced new verification procedures to avoid money laundering and other illegal activities.
FORBES



Confronting Regulators on the JPMorgan Leaks

Richard E. Farley is a partner in the leveraged finance group of the law firm of Paul Hastings. He is writing a book titled “The Crisis Not Wasted: The Creation of Modern Financial Regulation During F.D.R.’s First Five Hundred Days,” a book on the creation of modern financial regulation during President Franklin Roosevelt’s first term of office.

The myriad news reports about rumors of investigations by various regulatory agencies stands in stark contrast to shareholder sentiment at the nation’s largest, most successful bank, JPMorgan Chase.

Last week, only 32 percent of shares voted in favor of splitting the roles of chairman and chief executive officer at the bank, down from 40 percent at last year’s shareholders meeting.

It was an overwhelming vote of confidence in Jamie Dimon (and make no mistake, this vote was a referendum on Jamie Dimon’s leadership). Yet, in stark contrast, investigations seem to be piling up at the doorstep of that very same bank. The details of the investigations and inquiries are being fed piecemeal through the news media, behind a veil of anonymous sources and leaks - and the parties behind the leaks are not being held accountable for disseminating potentially damaging information.

Let’s briefly review the three most high-profile investigations: the Securities Exchange Commission is said to be looking at disclosures related to the “London Whale” losses; the Office of the Comptroller of the Currency is reportedly examining the bank over its failure to uncover the Bernie Madoff fraud; and the Federal Energy Regulatory Commission is said to be investigating the bank’s energy trading in California and Michigan.

According to unnamed sources, the S.E.C. is investigating whether this statement made in relation to the “London Whale” trading losses violated the securities laws: “senior management acted in good faith and never had any intent to mislead anyone.”

Regulators aren’t delving into whether the bank fudged financial statements or gave rosy estimates of its business prospects - the types of things that usually prompt an S.E.C. investigation. Rather, the agency wants to investigate the subjective state of mind of senior executives. This is all in relation to losses no one can even claim were material to the financial condition of JPMorgan, with its $2 trillion balance sheet. The S.E.C., mind you, is nearly two years past the legal deadline to finalize the Volcker Rule.

“According to a person familiar with the matter” (read: a leaker), the Office of the Comptroller of the Currency is expected to issue a cease-and-desist order against JPMorgan because the bank’s anti-money-laundering protections did not uncover the Bernie Madoff fraud.

There is a very long and unhappy list of investors, lenders, employees, counterparties like JPMorgan and, of course, regulators who were misled by Bernie Madoff. Yet, to my knowledge, the O.C.C. has not threatened any similar action against any other bank in the Madoff mess. The irony is not lost on JPMorgan, given that the bank filed a suspicious activity report against Madoff two months before he was arrested, describing his investment performance as “too good to be true.” Here again, the S.E.C. itself has been roundly criticized for failing to spot his 20-year Ponzi scheme, despite warnings from whistle-blowers.

Another recent investigation involves the Federal Energy Regulatory Commission. Anonymous sources say that a preliminary F.E.R.C. staff memorandum recommends that the agency take action against JPMorgan because traders at the bank are said to have offered energy at prices “calculated to falsely appear attractive” to state energy officials, resulting in “excessive” payments to JPMorgan of about $83 million.

What makes this seemingly ordinary trading dispute anything but ordinary is the involvement, even if tangential, of Blythe Masters, JPMorgan’s head of global commodities. (In reality, it appears that her involvement wasn’t much more than being copied on e-mails and reviewing a PowerPoint trading overview.) What Ms. Masters did do, however, was invent the credit default swap in 1994, a financial innovation that allowed lenders and others to hedge the risk of loans they made, strongly enhancing liquidity in capital markets and literally saving companies who would have been unable to obtain loans without them and thereby saving untold thousands of jobs.

But instead of being honored for her remarkable innovation, she has been demonized as “the woman who invented financial weapons of mass destruction.” The truth is that Ms. Masters had about as much to do with the subprime C.D.S. trades as Michael Dell, who made the computers that processed trades, or Michael Bloomberg, whose terminals quoted the subprime index prices.

But remember, as the JPMorgan shareholders did this month, that despite the leaks, JPMorgan has yet to be formally charged in any of these investigations, not to mention finally adjudicated to have done anything wrong.

What don’t lie are the numbers: net income up 12 percent for 2012 and 32 percent for first quarter 2013; and the stock price up over 50 percent from a year ago, and 20 percent higher even than five years ago, before the financial crisis.

It’s fair at this point for JPMorgan to say enough is enough. Perhaps it’s time to call for an investigation of how sensitive preliminary confidential regulatory information is being leaked, repeatedly, to the detriment of the bank and its employees and shareholders.



Chinese Buyers for A.I.G. Plane Leasing Unit Miss Payment

The consortium of Chinese firms that has agreed to buy the American International Group‘s airplane leasing division missed a deposit payment, the American insurer disclosed on Friday, threatening to unwind the multibillion-dollar transaction.

Under the terms of the merger agreement, A.I.G. now has the right to cancel the entire deal, though it has not yet done so.

A spokesman for A.I.G. declined to comment.

A.I.G. agreed in December to sell up to 90 percent of the business, the International Lease Finance Corporation, to a group of Chinese investors that includes the New China Trust Company, the China Aviation Industrial Fund and P3 Investments.

The deal valued ILFC, as the unit is known, at about $5.28 billion and was part of the insurance giant’s effort to sell assets that it considers nonessential to its core operations as the company continues to recover from the financial crisis.



Dell Begins Campaign to Support Leveraged Buyout

Dell Inc. on Friday began its official campaign to support a proposed $24.4 billion sale of itself to Michael S. Dell and the investment firm Silver Lake, amid continued opposition to the deal.

The computer company filed its definitive proxy materials after receiving final approval from the Securities and Exchange Commission. And it set July 18 as the date for a shareholder vote on the transaction.

In a letter to shareholders, Dell stressed that its special committee carefully reviewed all possible alternatives to the $13.65-a-share offer by Mr. Dell and Silver Lake and fought hard to get to that price.

“Our analysis led us to conclude unanimously that a sale to the Michael Dell/Silver Lake group for $13.65 per share is the best alternative available â€" in a challenging business environment it offers certainty and a very material premium over pre-announcement trading prices,” the company wrote.

Dell also argued that a full sale eliminates shareholders’ risk of the company’s fortunes tumbling further, something that would not be possible if it pursued a huge stock buyback and dividend plan. That runs counter to what two of the computer maker’s biggest investors, Southeastern Asset Management and the billionaire Carl C. Icahn, have demanded.



Lloyds to Sell $5 Billion in Mortgage Securities to Increase Reserves

LONDON - Lloyds Banking Group is on a selling spree.

On Friday, the bank announced that it had agreed to sell a portfolio of United States real estate-backed securities for £3.3 billion ($5 billion) to a number of American investors, including Goldman Sachs. The British firm said it expected to generate a pretax income of £540 million from the deal.

The disposal is part of Lloyds’ mounting efforts to increase it capital reserves after British regulators demanded that the country’s banking sector raise a combined £25 billion to fill a capital shortfall by the end of the year.

By offloading the American mortgage-backed securities, the British bank has benefited from a resurgent American property market, where housing prices in March rose almost 11 percent compared to the same period last year, according to the S.&P. Case-Shiller home price index.

Lloyds said it had sold the portfolio at a 22 percent premium to the combined £2.7 billion value of the securities. The deal is expected to close in the first week of June.

The transaction is the latest in a series of asset sales by the British bank, which is 39 percent owned by local taxpayers after receiving a bailout during the financial crisis.

Earlier this week, Lloyds announced the sale of its private banking unit in Miami to the Spanish firm Banco Sabadell, while the British bank also offloaded its international private banking subsidiary to Union Bancaire Privée for around £100 million

The transactions follow a £450 million share sale in the wealth management firm St. James’s Place last week, the second time that Lloyds has reduced its stake in the company in a bid to boost its capital reserves.

In total, the disposals have pushed the bank’s common equity Tier 1 capital ratio, a measure of a firm’s ability to weather financial shocks, from 8.1 percent in the first quarter of the year to around 8.7 percent, under the accountancy rules known as Basel III. Lloyds has said that it plans to reach a 9 percent ratio by the end of the year.

Shares in the British bank fell less than one percent, to 61.5 pence, in trading in London on Thursday, though the firm’s stock price has risen 143 percent over the last 12 months.

The British government previously has said that it would break even if its sells its stake in Lloyds at around 61 pence a share.

As part of the deal, Lloyds TSB Group Pension Trust also will generate pretax income of £360 million from selling its share of the securities, which have a book value of £805 million. The proceeds will be used to reduce the pension fund’s deficit, according to a company statement.



Santander Sells 50% Stake in Asset-Management Arm to Investment Firms

Banco Santander said on Thursday that it had sold a 50 percent stake in its asset-management arm to two investment firms, Warburg Pincus and General Atlantic, as the bank continues to raise money to bolster its balance sheet.

At the same time, the infusion of cash into the asset manager is meant to help it expand and compete, especially in regions like Latin America.

Under the terms of the agreement, Santander will reorganize the unit’s 11 subsidiaries into a new holding company, with the private equity firms claiming half. The business was valued at about 2 billion euros, or nearly $2.7 billion.

Santander will receive a net cash payment of about 700 million euros, helping add to the bank’s coffers as it continues to struggle with economic difficulties at home. The Spanish bank has been divesting assets for several months, including its Mexican arm.

“This partnership puts Santander Asset Management at the forefront of the industry’s consolidation process,” Javier Marín, Banco Santander’s chief executive, said in a statement. “It will help Banco Santander strengthen its relationship with our banking clients with a more competitive offering to address their investment needs.”

The deal came about in part because of a longstanding familiarity between Santander and Warburg Pincus, which are already joint owners of an auto finance business in the United States. The two had been looking for additional ways to team up before hitting upon a deal involving the asset-management business, a person briefed on the matter said. General Atlantic was brought on as a respected firm with experience investing in financial businesses.

The new venture, Santander Asset Management, currently manages about 152 billion euros worth of assets.

The two private equity firms intend to help the asset manager become more independent from its parent. But the unit is also expected to take advantage of Santander’s presence in markets like Mexico, Chile and Brazil, where the asset-management business has largely been restricted to firms tied to banks.

Santander Asset Management could eventually be in line for an initial public offering to help its owners cash out. It could also serve as a roll-up vehicle to buy smaller rivals, though the person briefed on the matter said that was a secondary objective.

“We are pleased to once again partner with Banco Santander and work closely with Juan and the rest of the S.A.M.’s talented management team to accelerate the company’s growth plans in Latin America, Europe and beyond,” Daniel Zilberman, a managing director of Warburg Pincus, said in a statement.

Jonathan Korngold, the head of General Atlantic’s financial services group, added in a statement: “We are excited to help S.A.M. further extend its leadership position globally and to enable the company to pursue the exciting set of new growth opportunities that will be available to it as an independent entity.”



A Mystery of Smithfield’s Big China Deal: What Continental Grain Will Do

Investors in Smithfield Foods, the pork processor, appeared largely pleased on Wednesday with its proposed $4.7 billion sale to a giant meat producer in China.

But the company’s second-biggest shareholder may not be among them.

The Continental Grain Company, a giant privately held agricultural concern that owns a roughly 6 percent stake, has been a public gadfly to Smithfield of late, calling for the company to be broken into three parts and shake up its board.

With its proposed sale to Shuanghui International, however, Smithfield appears to be taking the opposite tack and keeping itself intact. And it isn’t clear how Continental Grain will respond.

The deal cast a fresh spotlight on Continental Grain, whose low profile belies its status as one of the country’s biggest privately held companies. Founded 200 years ago as a grain trading firm in Belgium, the company is now a multinational agriculture giant still run by its founding Fribourg family.

The company gained a stake in Smithfield about six years ago, when it bought Premium Standard Farms. But it had been relatively quiet until March, when it began calling for a breakup.

Smithfield said publicly that it would review strategic options that would improve value for shareholders. But by that point the company had been in talks for months with Shuanghui, a longtime partner, about forging a deeper relationship. About the time that Continental Grain began calling for a breakup, Smithfield received a formal takeover offer from its Chinese suitor.

C. Larry Pope, Smithfield’s chief executive, told DealBook in an interview that he thought Continental Grain’s actions had some influence on Shuanghui’s timing. The Chinese company liked Smithfield’s vertically integrated model â€" the company’s operations span from raising hogs to slaughtering them and processing them into ham and sausage â€" and had a vested interest in preserving it.

“They wanted to make sure this did not get broken up,” Mr. Pope said.

People close to Shuanghui contend that while Continental Grain’s campaign did not factor much into the deal planning, the Chinese company does favor keeping Smithfield together.

Mr. Pope also defended the sale as a good move for shareholders.

“Continental Grain will benefit from this,” he said.

It isn’t clear yet what Continental Grain will do. While the company is pleased that others view Smithfield as highly valuable, it hasn’t yet decided whether the Shuanghui offer is high enough, a person briefed on the matter said on Thursday.

Continental Grain is still evaluating its options, which may include naming a slate of directors for Smithfield’s board by Friday, this person added.

The investor may be waiting to see if other bidders emerge. Smithfield had been in talks with two other suitors before signing its deal with Shuanghui, people briefed on the matter have said. And the deal agreement specifically mentions two unidentified parties who qualify as special bidders who can continue talking to the company for 30 days.

It’s unclear who might emerge, however. The chief executive of Charoen Pokphand Foods, a Thai food company, acknowledged on Thursday that his company had been working on a bid for Smithfield.

And JBS of Brazil, the world’s biggest meat packer, reportedly won’t challenge Shuanghui’s offer, according to Dow Jones.



Wall Street Turns to ‘Boot Camps’ to Bring New Workers Up to Speed

Newly minted university graduates who have landed coveted jobs on Wall Street may have impressive résumés and sought-after references. But often, nuts-and-bolts skills like spreadsheet building and database extraction are not part of university curriculums.

When millions of dollars can be won or lost on one calculation, firms are finding it essential that their new hires can tell the difference between a pivot table and a header row.

Enter specialized boot camps where â€" for fees that sometimes exceed $1,000 a day â€" would-be masters of the universe can perfect Excel modeling techniques and financial analysis. Each year, tens of thousands of students at the nation’s top business schools, and scores of new hires at financial firms, including Goldman Sachs and the Blackstone Group, now take courses run by companies like Training the Street and Wall Street Prep.

Graduates say the classes give them a new appreciation for the heart of financial analysis. An eight-hour crash course on leveraged buyouts from Training the Street was so intensive that it “kind of makes you want to slit your wrists,” said Michael Rojas, who graduated from Columbia Business School this month.

But over all, Rojas said he found the training to be thorough. “This is the stuff you really need to know, and that you don’t learn in business school,” he said. “They have a template model, and they walk you through page by page.”

The growing ranks in boot camps underscore a little-noticed trend by Wall Street banks and other financial firms to outsource technical training. Such knowledge is crucial to carrying out the daily tasks of many disciplines on Wall Street â€" whether it is the merger deal-making, bond trading or sell-side analysis. “I just want someone who can really use Excel and PowerPoint,” said one senior loan syndication banker at a European bank, describing his recent interviews of newly minted M.B.A.’s in New York.

Nineteen of the country’s top 20 business schools now use Training the Street to teach an estimated 20,000 business majors every year in how to interpret financial statements, value corporations and run spreadsheet analyses.

“A lot of investment banks are casting a wider net, so they’re spending more time emphasizing getting people up to speed fast,” said Matan Feldman, who founded Wall Street Prep in 2003 after working as an analyst and associate at JPMorgan Chase. Because of the camps, “you don’t have as many clueless liberal arts majors anymore,” Mr. Feldman said.

Even the banks themselves send legions of their young hires for training. Credit Suisse, Merrill Lynch and Bank of America and others have hired Training the Street to school summer interns on credit analysis and mergers and acquisitions.

Such fundamentals also are valuable outside of Wall Street in businesses such as brand management and to technology companies in Silicon Valley that do financial modeling, said Missy Bailey, senior associate director of M.B.A. career services at the Marshall School of Business at the University of Southern California.

The training, however, does not come cheap. Business schools pay Training the Street as much as $1,300 a student for a course. Wall Street Prep, also used by most top business schools and more than 150 banks and financial firms, charges corporate clients as much as $1,499 per student for a three-day course.

Darin Oduyoye, a spokesman for JPMorgan, said that the bank uses both companies for things like basic training for new associates and helping analysts prepare for licensing exams. “We also obviously augment these training and development opportunities with our own in-house programs,” Mr. Oduyoye said.

In June, Chevron, ConocoPhillips and Exxon Mobil, and banks involved in the energy business, will send about 15 new or recent hires to a three-day course in New York run by Wall Street Prep on valuing oil and gas companies.

These programs are also courting ever-younger students, and their parents’ wallets. In June, Training the Street will start a four-day Undergraduate Wall Street Boot Camp in New York and will charge students $3,000 (not including accommodations) to learn the basics of financial modeling, valuation and analysis. Wall Street Prep, widely viewed as more intensive on analytics, sells CD-ROMs for $39, for a basic Excel course, and as much as $499 for a “premium package” detailing financial modeling.

With the sluggish economy and a hiring downturn on Wall Street, where the number of securities and commodities jobs had declined by 30 percent to just under 170,000 since the peak in 2000, students say the courses, which include interview preparation, are a practical necessity.

Even the boot camp industry is acquiring a brass-knuckled intensity, as the camps expand to business schools in London, Singapore and Dubai; to undergraduate finance clubs; and to liberal arts majors at Colby College and Smith College, among others.

Much of the curriculum is developed by people who once worked in the Wall Street trenches. Wall Street Prep employs nine instructors, all former junior investment bankers.

Scott Rostan, who founded Training the Street in 1999 after working as an analyst at Merrill Lynch’s investment bank, has a small army of former Wall Streeters as instructors. “If all of your competition is taking an outside boot camp and you’re not, you’re going to be behind the curve,” Mr. Rostan said.

Surry Wood, now in his last year of business school at the University of North Carolina, spoke of an internship at Barclays Bank in New York last summer and building an enterprise valuation model for a company. His Bloomberg terminal valued the company at $5.7 billion, but Mr. Wood, using a Training the Street technique, came up with $5.5 billion, he said.

When the managing director asked Mr. Wood to walk him through the calculations, “I just broke it down for him,” Mr. Wood said. “That was a very good moment for me. By the end of the summer he was kind of pounding the table for me.” Mr. Wood starts full time at Barclays as an investment banking associate in July.

As boot camp training becomes more common, a saturation effect could occur. If everyone is taking classes like Excel Best Practices and Restructuring Modeling, doing to may not make one candidate stand out in job interviews.

But Wesley Hansen said such a course was vital when he switched to a career in finance. He was a camera operator on reality shows like “The Bachelor” before graduating last year from the University of Southern California’s Marshall School of Business, where he took Training the Street courses.

“I had no clue how to use Excel, so it helped me get a job, no doubt,” said Mr. Hansen, who is now an equity analyst in California with the brokerage firm BMA Securities.