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For Stocks, an Amazingly Good Year

It was the market rally that defied gravity and left many with a case of vertigo.

Despite turbulence in Washington, China and Europe, which threatened at several points to pull the world into another recession, stock prices just kept rising in 2013.

The benchmark Standard & Poor’s 500-stock index led the way, ending the year almost 30 percent higher than it began, or 32.4 percent higher with dividends counted in. That’s the biggest jump since 1997, when the technology bubble was inflating. Even the returns from the heady years of the real estate boom were left in the dust.

As 2013 drew to a close and evidence of a strengthening economic recovery mounted, Wall Street was feeling giddy. But the feeling was tinged with a sense of anxiety that the ascent might have been fed by a bit too much hot air.

“It’s really great, but you just don’t feel entirely comfortable with it,” said Dan Morris, the global chief investment strategist at the asset manager TIAA-CREF.

Most analysts delivered their forecasts for 2014 with a good dose of caution, warning that corporate profit would have to catch up with stock prices before further gains were warranted.

In other popular corners of the financial markets, investors were left nursing their wounds after previously reliable assets turned negative. Goldbugs were routed as the price of gold plummeted 28 percent. The drop came after years in which pessimistic investors stockpiled gold as a hedge against bad times. Gold finished on Tuesday at $1,202.30 an ounce.

More investors felt the sting of a decline in the bond market after decades in which bonds were trumpeted as the safest place for retirement money. The prices of bonds fell as the yield on the benchmark 10-year Treasury nearly doubled during the year, ending on Tuesday at 3.03 percent. A Bank of America index of the total returns on United States government bonds fell 3.2 percent for the year, the first annual decline since 2009. Few are predicting much of a turnaround any time soon, given the likelihood of a continuing rise in interest rates.

All of the big moves of 2013 were much greater than most financial analysts expected at the start of the year. Coming out of 2012, a cloud of anxiety, similar to the current one, hovered over Wall Street. That was caused, in no small part, by the fractious debate over the so-called fiscal cliff, which was resolved only on the last day of 2012. The average prediction of strategists at the big banks was that the S.&P. 500 would rise a modest 7.3 percent in 2013, according to a tally done by Bloomberg.

Those projections were quickly upended when the year began with a rally that ran almost unbroken for months.

But then a series of crises threatened to derail the optimism. When the Greek government fell apart at the beginning of the summer, there were fears that the European common currency might splinter with it.

About the same time, Federal Reserve officials began dropping hints that they might be ready to start pulling back on a bond-buying program that had helped buttress the economy since the financial crisis. That led to a market downturn in the United States and even worse damage in developing countries that had used the Fed’s easy money policies to take out cheap loans.

When those flare-ups faded, Republican congressional leaders resisted raising the government’s borrowing limit, threatening to push the country into default for the first time.

“It was surprising to me this year with all the political dysfunction in Washington that we didn’t see more of a pullback,” said Marshall B. Front, the chairman of Front Barnett Associates. “I’ve been calling for a correction for two years and I still haven’t seen one.”

As each crisis was resolved, new data came out pointing to an economy that was strengthening slowly, but more rapidly than many had predicted. Over the last month alone, the unemployment rate dropped to 7 percent while the economy’s growth rate was revised upward significantly. On the last day of the year, new data showed that consumer confidence and home prices had risen more than expected.

The S.&P. 500 finished on Tuesday up 0.4 percent, or 7.29 points, at 1,848.36.

The Dow Jones industrial average rose 0.4 percent, or 72.37 points, to close at 16,576.66. It was up 26.5 percent for the year. The Nasdaq composite index was up 0.5 percent, or 22.39 points, to 4,176.59 â€" bringing its gains for the year to 38 percent.

The fear now is that investors have gotten ahead of themselves, paying too much for the actual earnings of corporate America. Shareholders are paying about $17 for every dollar of earnings from companies in the S.&P. 500. That is the highest the ratio has been since the current economic recovery began and above where it was in the optimistic years before the financial crisis began â€" though far below its ratio at the peak of the technology bubble.

Another significant concern is the Fed. The stock rally is attributed, in part, to the Fed’s stimulus programs and those of other central banks that followed suit. By buying bonds, the Fed pushed investors into riskier assets. The Fed has also allowed companies to borrow money at artificially low rates.

But with the Fed’s announcement in December that it would begin scaling back its bond purchases, many on Wall Street wonder whether investors will still be as eager to take risks. Problems could surface if the so-called tapering goes awry, a possibility given the extraordinary nature of the stimulus.

“The biggest risk is going to be a misstep by the Fed,” Mr. Morris said.

The uncertain outlook for interest rates could be particularly important for the housing market. Home prices have been rising, supporting the broader economic recovery, but those gains could slow if mortgage rates rise.

Economists have also been waiting for the economic gains to filter through to lower income Americans, whose wages and job prospects have stagnated. Then there are the persistent fears of another flare-up of economic problems in Europe or China.

But the consensus as the year ended was that stocks would probably continue to chug upward, albeit more slowly. The forecast among Wall Street strategists is for a 6 percent rise in the S.&P. 500, according to Bloomberg figures. That, though, is not far from the cautious predictions that kicked off 2013 and turned out to be wildly understated.



Steven Cohen Cuts Price on N.Y. Apartment, to $98 Million

The hedge fund billionaire and trader Steven A. Cohen has bought and sold many things: stocks and bonds, modern art and sprawling real estate. But lately, the founder of SAC Capital Advisors appears to be doing more selling than buying.

One of his holdings that he recently put up for sale, a multimillion-dollar luxury duplex in Manhattan, has not gone easily. Mr. Cohen has slashed $17 million off the price of the One Beacon Court apartment, which was listed on the market in the spring. It is now on sale for $98 million.

The four-bedroom, five-and-a-half bathroom apartment, which has expansive views of Central Park and has Venetian plaster walls and stainless steel surfaces, was designed by the Modernist architect Charles Gwathmey. The residential and commercial building also boasts Beyonce as a resident, and Bloomberg L.P.

Mr. Cohen raised eyebrows recently with another sale. In November, he sold around $88 million of artworks at an auction at Sotheby’s, including Warhols and a Gerhard Richter â€" the single largest number of works Mr. Cohen, an avid collector, has sold at one time.

The sale of real estate and art come at a difficult time for Mr. Cohen, who is worth $9.4 billion according to Forbes. Mr. Cohen’s SAC Capital has been the subject of a decade-long investigation into insider trading that has seen six of its former employees pleaded guilty.

Michael Steinberg, another employee, was found guilty by a jury in December, just weeks after SAC Capital reached a deal with the government to plead guilty to securities fraud, pay a $1.2 billion fine and close its doors to outside investors. The insider trading trial of another former SAC Capital employee, Mathew Martoma, is set to begin Jan. 6 in Manhattan.

Earlier this week, the hedge fund told investors it made a 20.10 percent gain in 2013, outpacing most of its hedge rivals in what has been a lackluster year for the industry.

News of the sale was first reported by The New York Daily News.



The Risks of Investing in Animal Medicine

Animal medicine, whether for livestock or pets, is a booming business. Pfizer’s recent spin-off, Zoetis, trades at a fat valuation premium to traditional drug makers. But recent questions about Zilmax, Merck’s feed additive, show that an increasingly complicated global food chain carries its own investment risks.

Some of the excitement is understandable. Rising demand for meat in emerging markets is spurring sales of compounds that build muscle â€" like Zilmax â€" or fight infections on industrial farms. Animal medicine generally involves lower development costs, fewer regulations and less competition than human medicine.

This helps explain why Zoetis, spun out of Pfizer in January, trades on a market value of 20 times its forecast 2014 earnings â€" a third higher than the average 15 times multiple for Big Pharma. Other drug companies, Merck included, are weighing their own animal health spin-offs.

Yet the four-legged medical investment story can face trouble just as the human variety. Merck voluntarily suspended sales of Zilmax in the United States and Canada in the summer after Tyson Foods said a small number of cattle had showed up at some of its slaughterhouses having difficulty walking, although Tyson didn’t explicitly link the episode to Zilmax. A Reuters investigation has found that some of the ailing cattle that were fed the drug were missing hooves.

Merck is standing by Zilmax, and there’s still no proof it was to blame. But customers are twitchy. Cargill, the American agriculture giant, has said it won’t allow Zilmax-fed beef into its supply chain until animal welfare concerns are resolved and its trading partners â€" including Asian buyers â€" start accepting it in their meat again.

For Merck, the financial damage is manageable. The $160 million in annual revenue from Zilmax equates to about 5 percent of the company’s animal health sales, and well under 1 percent of the group’s overall top line.

For investors, though, the saga serves as a warning. Bad news travels fast in today’s global food system, partly because of stricter monitoring. That, in turn, has helped food safety keep pace with the industry’s growing complexity. But it also makes it a more dangerous place for investors than it may seem. With animal welfare and antibiotic resistance on watchdogs’ and customers’ radar screens, high valuations for animal drug businesses deserve their own health warnings.


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



The Worst, the Best, and Some Odd Couples

Ahem. Please find your seats.

It is time again for DealBook’s annual “Closing Dinner,” at which we toast and roast the world of finance and corporations â€" and look back at the year that was.

This year’s table assignments were a bit trickier than in years past. Eric Holder, the United States attorney general, asked to sit next to Jamie Dimon of JPMorgan Chase to “catch up on some unfinished business.” Preet Bharara, the United States attorney for the Southern District of New York, asked to sit next to Mr. Holder as well but also “within earshot of Steven Cohen.”

Then, out of the blue, Carl Icahn, the activist investor, tweeted that he hoped to sit next to Tim Cook of Apple. Mr. Cook, presumably having tired of Mr. Icahn’s one-track conversations, replied with “#SeatCarlWithBillAckman.” We might sell tickets to that table. We sent an invitation to Jeff Bezos, but U.P.S. didn’t deliver it in time over the holiday. If only Amazon’s new drones were up and flying.

Edward Snowden, who could not leave Russia for obvious reasons, sent his regrets along with a note he asked me to give to Mark Zuckerberg of Facebook: “Those emails with your mother before the holidays were really cute.”

It’s also nice to see Elon Musk, who just arrived, of course, in his Tesla. He has offered to cook dessert, which he promises will be a surprise flambé. (Rimshot, please!)

And Jamie, before I forget, a nice young gentleman from China asked me to pass you his résumé, but I’m not sure who his parents are. Please don’t hold it against him. (Ouch! I jest.)

A big thanks to the Winklevoss twins, who were kind enough to pay for tonight’s festivities in Bitcoin. Dick Costolo of Twitter also chipped in by paying with his company’s stock. As a token of our thanks, there’s bubble gum and tulips in all of your gift bags.

Finally, before we begin the official toasts and roasts, we are lucky to have Pope Francis here, especially given his recent critical comments about capitalism and those “wielding economic power.” We sat him next to Donald Trump.

Now, in all seriousness:

SIMPLY, THANK YOU Ben Bernanke: Please take a bow as you prepare to depart the Federal Reserve as chairman. Everyone in the nation owes you a huge thanks. You have done an extraordinary job helping the country get out of a deep recession with little help from gridlocked officials in Washington. We still have a long way to go, but considering the economic abyss we were facing five years ago â€" and the unconventional steps you have taken over the years to reduce the unemployment rate â€" it is a minor miracle we are not in worse shape.

Your first steps this month to taper the government’s bond-buying program appear to be working. Of course, there’s an argument to be made that some of your easy-money policies may have exacerbated inequality in the nation â€" most of the wealth generated over the last couple of years has accrued to those already with assets like homes or stocks â€" but it surely kept the economy from collapsing.

And if you ever think your actions weren’t appreciated enough, just think of the blunt bumper sticker that former Representative Barney Frank once joked he was going to buy, effectively saying: Things Would Have Been Worse Without Me. Your successor, Janet Yellen, has some big shoes to fill.

WORST C.E.O. OF THE YEAR This year’s prize for worst chief executive was a tie between Ron Johnson, who was ousted from J. C. Penney, and Thorsten Heins, who exited BlackBerry. Admittedly, both executives had tough turnaround assignments when they got the jobs. But both found novel ways to run their companies into the ground at breakneck speeds.

Mr. Johnson, who made his name building Apple’s retail business and liked to not-so-subtly compare himself to Steve Jobs, made the early â€" and patently wrong â€" decision to jettison Penney’s longtime customers in favor of catering to more upscale customers who never showed up.

Mr. Heins’s reign at BlackBerry was doomed from almost the first week he took the job when he declared, “There’s nothing wrong with the company as it exists right now,” even though anyone with an iPhone or Android sensed trouble. And then, rather than introduce the first model of BlackBerry’s next-generation phone with a keyboard â€" the reason so many of its customers were loyal for so long â€" he introduced a keyboardless version.

BANK C.E.O. OF THE YEAR It’s not very popular to crown a “C.E.O. of the Year” these days, and even less so the chief of a big bank, but James Gorman, the chief executive of Morgan Stanley, deserves credit for turning around an institution that only a couple of years ago was on the verge of being written off. Mr. Gorman, a straight-talking former consultant from Australia, got the bank out of its riskiest businesses, was perhaps the most vocal about tamping down compensation and refocused the firm on the staid, perhaps even boring, business of wealth management.

In the process, he may have taken Morgan Stanley out of competing head-to-head with the likes of Goldman Sachs â€" an assumption he would challenge and some old-timers would lament â€" but the firm’s turnaround has been a success.

The company’s stock has jumped 61 percent this year.

THE GANG THAT COULDN’T SHOOT STRAIGHT FINALLY DID One of the refrains we hear again and again from the business community is that Washington is creating unneeded uncertainty with its series of debt default threats and government shutdowns.

It’s not clear that praise deserves to be heaped on those who simply do their jobs, but since it seemingly happens so rarely in Washington, praise is in order to both Paul Ryan and Patty Murray for reaching a mini-budget deal without blowing up the economy again. It wasn’t a grand bargain, but it was a step in the right direction.



American-Style Start-Ups Take Root in India

MUMBAI, India â€" India has built a reputation as a notoriously tough place to do business, one that has stymied even giants like Walmart. And unlike Silicon Valley, where a decent idea can attract funding, investors in India are much more reluctant to risk their money on start-ups.

Despite such challenges, some American technology entrepreneurs are seeking to pursue the country’s untapped opportunities, even without the clout of a multinational corporation backing them.

Peter Frykman, 30, of Palos Verdes, Calif., found his network of support at Stanford University, where he was a doctoral student in mechanical engineering. With the help of an angel investor in the United States, he created a pilot study in the Indian state of Tamil Nadu in 2008 for his agricultural start-up, Driptech, which makes affordable, efficient irrigation systems for small-plot farmers.

The idea for Driptech had its origins in Ethiopia, where Mr. Frykman traveled with a team in 2008 as part of the Extreme Affordability program at Stanford, in which students tackle real-world problems. But he found that for all its flaws as an investment destination, India had much less political risk than African nations and had better infrastructure. The nation also had more subsistence farmers than all of Africa.

In 2011 Mr. Frykman moved to Pune, India, after Driptech closed a funding round led by Khosla Impact, founded by the venture capitalist Vinod Khosla. “It’s kind of unusual to start a company and then realize that the biggest opportunity is in India,” Mr. Frykman said. “We sort of did it backwards.”

India may be home to many of the largest outsourcing consulting firms, and tech-oriented cities like Bangalore have attracted global technology giants like Microsoft. But attracting American-style entrepreneurism here has happened in fits and starts.

American-based venture capital firms and the Indian units of American venture capital firms, like Sequoia Capital India, invested $172 million this year through mid-December, excluding joint ventures. That fell from $250 million in 2006, according to Venture Intelligence, a research service based in Chennai that is focused on private equity. In the latest World Bank rankings on the ease of doing business, India slipped three spots, to 134th out of 189 countries.

Some 42 venture capital firms based in the United States, however, have either opened offices in India or opened Indian units since 2006, according to Venture Intelligence.

Despite the challenges, the sheer potential in a country of 1.2 billion people with a stable middle class is enough to tempt entrepreneurs and multinationals alike to explore opportunities.

“In the earlier years after I moved to India, around 2008-10, there was astounding growth in the mobile market, with 20 million new subscribers being added to the telecom network every month,” said Valerie R. Wagoner of Modesto, Calif., 30, chief executive of the mobile marketing firm ZipDial in Bangalore. That monthly growth was nearly equivalent to the population of Australia.

Ms. Wagoner was working for eBay when she decided it was time to shift her focus to her passion: emerging markets and technology. She did extensive networking in India with executives at mobile payment providers and joined mChek in Bangalore in 2008 as head of strategic initiatives. In 2010, she founded ZipDial, whose investors include 500 Startups, a Silicon Valley seed fund; Jungle Ventures of Singapore; and the Indian firms Blume Ventures and Unilazer Ventures.

The frustrations of doing business in India include bureaucratic hurdles in licensing and making other filings, and pressure for bribes, which Americans cannot legally give. Many start-ups avoid these hurdles by catering to private clients and by making products that do not need governmental approval.

Entrepreneurs have also had to adjust business plans quickly to get around complications. Sam White and Sorin Grama, co-founders of Promethean Power, won second place and $10,000 in a business plan contest at M.I.T. in 2007 with the idea of using solar technology for rural electrification in India.

“India was the last country on my list to even visit â€" never had any interest,” Mr. White said.

Mr. Grama, 44, a Romanian-born American citizen, and Mr. White, of Boston, both eventually moved to Mumbai in 2012. They ran into problems from the start in trying to make a cost-effective solar milk chiller for villages where milk was collected for dairies.

In 2010, they spent six months building a prototype, only to have the managing director of Hatsun, India’s largest private dairy, point out that the 2,000-liter thermal battery that was used to store cold thermal energy was too big for any shed found in the villages.

Finally, they let go of the idea of being a solar company. Instead, they developed a thermal battery that is able to take advantage of the intermittent power on the grid. The battery releases a cold fluid that chills milk quickly.

Now the company has Hatsun as a client and has attracted funding from clean technology investors like the Quercus Trust, angel investors and grants by the National Science Foundation and the United States-India Science and Technology Endowment Fund, which was founded by the two nations’ governments.

“Eighty percent was our own mistakes â€" we would have faced them in any country,” Mr. White said. “But we always learned from those mistakes.”

A common complaint among the entrepreneurs was the difficulty in finding and keeping good employees. Even by Silicon Valley standards, Indian tech employees are restless. “The job market is so hot it’s not uncommon for a young person to think they can build a career by quitting within three months to get a pay raise somewhere else,” said Ms. Wagoner of ZipDial.

The tech companies have to offer salaries at the market rate or higher to attract job seekers, who prefer the stability of a conglomerate over opportunities for personal growth. In fact, Mr. Frykman said the “lack of coolness” associated with a start-up was one of the biggest surprises he encountered. For this reason, Indians are less eager for stock options than their counterparts in the United States.

To increase Indian employees’ exposure to such incentives, Ms. Wagoner has made stock ownership plans part of ZipDial’s compensation package and will give additional grants to people without their asking if she thinks they deserve them. “I believe it is very important that people who are taking a risk in building a company see the benefits of that,” she said.

Entrepreneurs, for their part, have embraced another Silicon Valley trait and learned to try again after failure. Rahoul Mehra, 42, founded Saf Labs, a biotechnology trading company in Mumbai, with his wife, Glennis Matthews Mehra, a 39-year-old neuroscientist. They originally wanted to run all operations out of New York, where they lived. “In doing business with India, we never intended for us to move to India,” he said.

But in 2008, two years into the business, which they had financed on their own, Mr. Mehra realized that deals would not be properly managed unless he was in Mumbai. Dr. Mehra reluctantly followed with their daughter, then 2.

The business managed to turn a profit and attract a private European investor so the company could expand into biotech services. But in 2012, after the Indian government delayed biotech funding for its new five-year plan, Saf Labs’ business was drying up. The Mehras realized they had to move away from the Indian market and focus more on international opportunities.

Now they are negotiating a sale of the company and using their experiences to market advisory services for Indian companies that want to expand overseas or foreign companies looking to enter India.

Other entrepreneurs, too, have begun exploring expansion to other emerging markets: ZipDial has already entered Southeast Asia. Driptech has sold its products in Africa, and Promethean Power is moving into Pakistan, Africa and Latin America.

“I don’t know who said it, but there’s a saying that what you’re going to find in India are little islands of excellence: people â€" despite the country, despite India â€" who are succeeding,” Mr. Mehra said. “If you can connect those dots, you can make a real go of it here.”



Berkshire to Buy Phillips 66 Unit

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Hertz Adopts ‘Poison Pill’ to Thwart Activist Investors

Hertz, one of America’s biggest car rental companies, is battening down the hatches.

The company has adopted a one-year shareholder rights plan, commonly known as a “poison pill,” to thwart an investor from gaining control of the board.

The move, which Hertz attributed to “unusual and substantial activity” in the company’s shares, comes as activist investors are becoming more successful in campaigns to pluck directors of company boards and replace them with their own candidates. Activist investors often buy shares in a company with the intention of shaking things up in the company.

The shareholder rights plan would be triggered by any investor acquiring a 10 percent stake or more of the company’s shares. Hertz’s shares, which have gained 53 percent so far this year, climbed another 3.25 percent to $26.75 in after-hour trading.

The car rental company, based in Park Ridge, N.J., said it had been talking to shareholders, without naming any, and “welcomes their input towards the goal of enhancing shareholder value.” Hertz’s largest listed shareholder is Wellington Management, which holds 9.15 percent of the company’s shares. The hedge fund York Capital Management also has a 2.75 percent stake.

Hertz said the plan would allow management to continue “strategic initiatives,” including the integration of its recent $2.6 billion acquisition of Dollar Thrifty. Hertz acquired Dollar Thrifty last year after a protracted battle with its rival Avis.

Bank of America Merrill Lynch and Barclays are acting as financial advisers to Hertz, and Cravath, Swaine & Moore as legal counsel.



Regulators Have New Cases of Frauds and Abuses to Tackle

Goodbye 2013 frauds; welcome 2014 abuses.

The financial crisis may be five years behind us, but there will never be a shortage in the ways in which the financial markets may be manipulated and abused.

Developments this past year are likely to affect future enforcement actions. For example, the Commodity Futures Trading Commission used the new antifraud rule authorized by the Dodd-Frank Act for the first time against JPMorgan Chase as part of the settlement over the “London whale” case. In that case, the agency accused the firm of using a “manipulative device” in its trading. This gives the agency a powerful tool to police trading in the huge financial futures markets.

The Securities and Exchange Commission unveiled a new policy in selected cases that required an admission of liability, rather than the old “neither admit nor deny” settlement. JPMorgan was the first company subjected to this policy shift by admitting violations related to reporting the London whale trades, coming shortly after a case in which the hedge fund manager Philip A. Falcone acknowledged wrongdoing in how he managed his firm.

This new approach comes after a United States district court judge in Manhattan, Jed S. Rakoff, refused to approve a settlement in 2012 between the S.E.C. and Citigroup because it did not require the bank to acknowledge wrongdoing. That case is now on appeal, but it has been nearly a year since the United States Court of Appeals for the Second Circuit heard the oral arguments. The appeals court’s decision may read much like yesterday’s newspaper now that the S.E.C. is willing to take a harder line in settling some cases.

So expect to see both the C.F.T.C. and the S.E.C. continue to apply their newfound muscle in investigating cases. In addition, there are three areas in which we are likely to see interesting developments in white-collar crime in 2014:

Insider Trading
Saying that insider trading will be a source of headlines in the coming year is like predicting that the New York Yankees will spend a lot of money on players for the baseball season. You know it will happen; the question is, just how much? For insider trading, it is not whether there will be more cases, but who is next.

The United States attorney’s office in Manhattan has kept alive a streak of winning convictions through trials and guilty pleas since 2009 in cases growing out of what it called Operation Perfect Hedge. The target was hedge funds and expert networks that shared confidential corporate information used to get an “edge” on the markets.

By any measure, the crackdown has been a resounding success, with 77 convictions to date. But the last major target of the investigation remains uncharged - Steven A. Cohen, the founder and owner of SAC Capital Advisors. This continues to be a sore point among regulators, and perhaps 2014 may finally be the year that the Justice Department gets some traction.

The S.E.C. filed civil administrative charges against Mr. Cohen, accusing him of failing to supervise a number of SAC employees who engaged in insider trading. The case could result in an order barring him from investing money for outside investors, but that is unlikely to have much impact as the firm is now winding down its operations and shifting to a so-called family office that will manage Mr. Cohen’s prodigious personal wealth.

Building a criminal case looks to be the goal. As DealBook reported, investigators are scrutinizing trades in Weight Watchers, InterMune and Gymboree that may implicate Mr. Cohen. But suspicious trading alone, even in a number of different companies, is probably not enough to win a conviction.

Prosecutors will need someone who dealt directly with Mr. Cohen if they hope to convince a jury that he knowingly traded on inside information, a hurdle that has not been surmounted yet. But the recent jury conviction of Michael S. Steinberg, a former SAC trader, could finally give the government some leverage in getting an SAC trader to “flip” on Mr. Cohen. The big question is whether prosecutors will actually get a credible witness to testify. If that happens, prosecutors may finally bring criminal charges against one of the most prominent and successful hedge fund managers on Wall Street.

Crowdfunding
There will be an increase in so-called crowdfunding as a result of new S.E.C. rules made in response to the Jump-Start Our Business Start-Ups Act, or JOBS Act, adopted in 2012. The new law permits small businesses to appeal directly to the general public to invest in their companies without having to deal with brokers or investment bankers. Instead, the investments are made through online crowdfunding platforms, such as Kickstarter.

This new way for small investors to buy into developing companies is attractive because it is a chance to get a piece of the next great success story. But as the recently released movie “The Wolf of Wall Street” aptly demonstrates, where there is money to be made from investors looking to make the big score, there will be fraud.

That should not come as a surprise, because any investment vehicle can be misused. What may exacerbate the problem is that crowdfunding relies on word of mouth and social networks, and affinity fraud is among the most prevalent ways in which investors are duped. Think about how Bernard L. Madoff attracted so much money from individual investors.

The challenge for regulators, primarily the S.E.C., will be ferreting out fraud from those investments that are just risky. As the Deal Professor aptly noted “you will have better odds at the casino than investing in crowdfunded companies.” So just losing money is not necessarily a telltale sign of fraud because most will come out behind on crowdfunding investments.

The new rules limit the amounts that can be raised to $1 million in a 12-month period, so individual cases of fraud are likely to be small. As crowdfunding proliferates, the issue will be whether the S.E.C. has the resources to investigate a number of potential violations in which differentiating between fraud or excessive risk will be difficult.

Benchmark Manipulation
The manipulation of the London interbank offered rate, or Libor, and other benchmark rates has already netted a number of significant settlements from global banks. In 2012, Barclays paid about $450 million and UBS was fined about $1.5 billion, and more banks settled this past year.

2014 promises more cases, and we are likely to see the first resolutions involving American banks and the primary agencies in the United States involved in the cases, the Justice Department and the C.F.T.C. In the settlements with UBS and the Royal Bank of Scotland, federal prosecutors required that foreign subsidiaries enter guilty pleas to charges of wire fraud.

Whether the same will be demanded from banks like Citigroup and JPMorgan, which recently settled rate-manipulation charges with the European Commission, remains to be seen. The settlements will be a test of how stringently the Justice Department applies the law against American banks that engaged in conduct similar to foreign companies. If prosecutors demand a guilty plea, even from a foreign subsidiary, it will test whether any big banks really are “too big to jail” because of the potential collateral consequences.

A greater threat to global banks will be growing number of investigations of manipulation of other benchmark rates used in financial transactions. As DealBook reported, there is an expanding investigation of misreporting of foreign exchange rates by a group of traders who acquired the nickname “the cartel” from their instant messages.

The United States attorney general, Eric H. Holder Jr., said: “The manipulation we’ve seen so far may just be the tip of the iceberg.” Foreign exchange rates rely on self-reporting by market participants, making them particularly vulnerable to manipulation. Regulators throughout the world can be expected to look at any benchmark rate that can be gamed by traders.

The cases arising from these investigations may be a significant threat to banks because it is not just governments they have to worry about. Market participants cheated out of millions - and perhaps even billions - of dollars through manipulative trading can be expected to sue, and plaintiffs’ lawyers will see this as the next wave of class actions that can generate generous fees.

There are plenty of other potential sources of white-collar cases that can garner attention. Will there be a rogue trader who causes billions of dollars in losses at a firm, or a new vein of insider trading cases built on wiretaps? Who will be the focus of a tax-evasion investigation for using a Swiss bank account to hide assets, or what company will run afoul of the Foreign Corrupt Practices Act for paying bribes to foreign officials?



Cracker Barrel Responds to Activist Investor

Cracker Barrel won’t be sold to the “entrepreneurial mind” of Sardar Biglari anytime soon.

The restaurant chain’s board fired back at Mr. Biglari, the activist investor, on Monday, saying that it plans to continue business as is despite Mr. Biglari’s push to put Cracker Barrel on the block.

Mr. Biglari, whose Biglari Capital Corporation owns nearly 20 percent of Cracker Barrel Old Country Store , chided the company’s management in an open letter last week and pushed for a sale, preferably to him. If the board did not “promptly” announce a sale process, Mr. Biglari said in a separate regulatory filing, he would call a special shareholders’ meeting to vote on such a deal.

“We are disappointed that Mr. Biglari is seeking to call a special meeting to vote on a proposal requesting that the company commence a sale process, particularly in light of his defeat by substantial margins in three consecutive proxy contests,” James W. Bradford, the chairman of Cracker Barrel’s board, said in a statement on Monday. “Cracker Barrel’s board of directors continues to believe that the execution of management’s existing business strategy will create the most value for all shareholders.”

In its letter, the board said it had considered Mr. Biglari’s demands.

A representative for Mr. Biglari could not be immediately reached for comment.

Mr. Biglari, Cracker Barrel’s largest shareholder, whose previous attempts to gain a seat on Cracker Barrel’s board have failed, said it would take an “entrepreneurial mind” to improve the company’s earnings, which he criticized as being too low. Mr. Biglari also criticized the company’s decision to temporarily pull products from A&E’s “Duck Dynasty” television show after its star, Phil Robertson, made inflammatory comments about gay people in a magazine interview.

This isn’t the first time Cracker Barrel has told Mr. Biglari to back off. The restaurant chain, which operates 625 locations in 42 states, has adopted poison pill provisions in the past to prevent Mr. Biglari from taking over.



Bain to Buy Control of Bob’s Discount Furniture

The private equity firm Bain Capital has agreed to buy a majority stake in Bob’s Discount Furniture, the chain of discount stores known for its low-tech commercials featuring its founder, Bob Kaufman.

Bob’s current management team will continue to own a “significant stake” in the business, according to a press release announcing the deal on Monday.

The private equity firm KarpReilly/Apax, which has been a majority owner in Bob’s for the last nine years, will no longer be invested in the company, according to person close to the transaction who did not want to comment publicly because terms of the deal were not disclosed.

Mr. Kaufman, who got his start in furniture by selling waterbeds, opened his first Bob’s Discount Furniture store in Newington, Conn., in 1991. As the chain expanded, so did its commercials. At one point, Mr. Kaufman pitched his famous “Come on Down” line in 500 commercials that aired in the state every week.

One of the largest furniture retailers in the United States, Bob’s now operates 47 stores throughout the Northeast and Mid-Atlantic region.

“We are thrilled to partner with Bain Capital, a firm that has been investing in great retail businesses and consumer brands for decades,” said Ted English, Bob’s chief executive. “Bain Capital brings the experience and resources we need to support our continued expansion to serve more customers in more places, and to provide opportunities for advancement for our people.”

Bain Capital, which has more than $70 billion under management, has invested in other retail chains including Michaels Stores and Burlington Stores. Bain is also an investor in International Market Centers, the producer of annual home furnishing shows in Las Vegas and High Point, N.C.

“We are excited to partner with Ted English and the great management team at Bob’s Discount Furniture to support continued growth in this dynamic business,” Tricia Patrick, a principal at Bain, said in the statement. “We believe the company’s quality furniture at deep value fills an important need in the market today, and along with the authenticity of the Bob’s brand, should drive sustainable growth for years to come.”

Mr. Kaufman began selling waterbeds in the 1980s after they helped him recover from a leg injury suffered in a motorcycle accident. When the waterbed craze began to wane in the early 1990s, Mr. Kaufman and a partner took over a building in Newington where a furniture store had gone into bankruptcy.

Mr. Kaufman, who will retain the title of president, plans to remain as “the face of Bob’s,” according to a spokeswoman for the company.

Bank of America Merrill Lynch and Ropes & Gray advised Bob’s, while Kirkland & Ellis and PricewaterhouseCoopers are advising Bain. Royal Banks of Canada and UBS are providing financing.



Cooper Tire Abandons Merger

The Cooper Tire & Rubber Company announced on Monday that it had ended its merger agreement with Apollo Tyres of India, saying that funding for the deal was no longer available.

The two companies had announced in June a deal for Apollo to acquire Cooper for $35 a share in cash, or $2.5 billion. The deal, which would have created the seventh-largest tire maker in the world, would have been financed entirely by debt.

But the deal foundered because of a dispute over problems at Cooper’s joint venture in China and an arbitrator’s ruling requiring that Cooper renegotiate its contracts with the steelworkers union. Apollo sought to renegotiate the terms of the deal, and Cooper accused the Indian company of acting in bad faith. The dispute landed in the Delaware Chancery Court.

“It is time to move our business forward,” Cooper’s chief executive, Roy Armes, said in a statement. “While the strategic rationale for a business combination with Apollo is compelling, it is clear that the merger agreement both companies signed on June 12 will not be consummated by Apollo and we have been notified that financing for the transaction is no longer available. The right thing for Cooper now is to focus on continuing to build our business.”

“While Cooper believes Apollo has breached the merger agreement, and we will continue to pursue the legal steps necessary to protect the interests of our company and our stockholders, our focus will be squarely on our business and moving it forward,” he added.

Shares of Cooper were down sharply in pre-market trading on Monday.



On Defensive, JPMorgan Hired China’s Elite

In a series of late-night emails, JPMorgan Chase executives in Hong Kong lamented the loss of a lucrative assignment.

“We lost a deal to DB today because they got chairman’s daughter work for them this summer,” one JPMorgan investment banking executive remarked to colleagues, using the initials for Deutsche Bank.

The loss of that business in 2009, coming after rival banks landed a string of other deals, stung the JPMorgan executives. For Wall Street banks enduring slowdowns in the wake of the financial crisis, China was the last great gold rush. As its economy boomed, China’s state-owned enterprises were using banks to raise billions of dollars in stock and debt offerings â€" yet JPMorgan was falling further behind in capturing that business.

The solution, the executives decided over email, was to embrace the strategy that seemed to work so well for rivals: hire the children of China’s ruling elite.

“I am supportive to have our own” hiring strategy, a JPMorgan executive wrote in the 2009 email exchange.

In the months and years that followed, emails and other confidential documents show, JPMorgan escalated what it called its “Sons and Daughters” hiring program, adding scores of well-connected employees and tracking how those hires translated into business deals with the Chinese government. The previously unreported emails and documents â€" copies of which were reviewed by The New York Times â€" offer a view into JPMorgan’s motivations for ramping up the hiring program, suggesting that competitive pressures drove many of the bank’s decisions that are now under federal investigation.

The references to other banks in the emails also paint for the first time a broad picture of questionable hiring practices by other Wall Street banks doing business in China â€" some of them hiring the same employees with family connections. Since opening a bribery investigation into JPMorgan this spring, the authorities have expanded the inquiry to include hiring at other big banks. Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs and Morgan Stanley have previously been identified as coming under scrutiny. A sixth bank, UBS, is also facing scrutiny, according to interviews with current and former Wall Street employees. Neither JPMorgan nor any of the other banks have been accused of wrongdoing.

Still, the investigations have put Wall Street on high alert, said the current and former employees, who were not authorized to speak publicly. Some banks, they said, have adopted an unofficial hiring freeze for well-connected job candidates in China.

The investigation has also had a chilling effect on JPMorgan’s deal-making in China, interviews show. The bank, seeking to build good will with federal authorities, has considered forgoing certain deals in China and abandoned one assignment altogether.

The pullback comes just as JPMorgan had regained a significant share of the Chinese market. Its deal-making revived a few years after it escalated the Sons and Daughters program in 2009, an analysis of data from Thomson Reuters shows. In 2009, JPMorgan was 13th among banks winning business in China and Hong Kong. By 2013, once other banks had scaled back their Chinese business, it had climbed to No. 3. Other data shows that the bank was eighth in 2009 and â€" after losing market share in 2011 and 2012 â€" is now No. 4 in deal-making. While the hiring boom coincided with the increased business, the data does not establish a causal link between the two.

Yet the Securities and Exchange Commission and federal prosecutors in Brooklyn, which are leading the JPMorgan inquiry, are examining whether the bank improperly won some of those deals by trading job offers for business with state-owned Chinese companies. The S.E.C. and the prosecutors, which might ultimately conclude that none of the hiring crossed a legal line, did not comment.

JPMorgan, which is cooperating with the investigation, also declined to comment. There is no indication that executives at the bank’s headquarters in New York were aware of the hiring practices. The six other banks facing scrutiny from the S.E.C. declined to comment on the investigations, which are at an early stage.

Economic forces fueled the hiring boom by Wall Street banks.

An era of financial deregulation in Washington coincided with a roaring economy in China, enabling questionable hiring practices to escape government scrutiny. The hiring became so widespread over the last two decades that banks competed over the most politically connected recent college graduates, known in China as princelings.

Goldman’s employee roster briefly included the grandson of the former Chinese president Jiang Zemin. And Feng Shaodong, the son-in-law of a high-ranking Communist Party official, worked with Merrill Lynch.

In recent months, though, federal authorities have adopted a tougher stance toward Wall Street firms suspected of trading jobs for government business. The S.E.C. and the Brooklyn prosecutors have bolstered enforcement of the Foreign Corrupt Practices Act, which effectively bans United States corporations from giving “anything of value” to foreign officials to gain “any improper advantage” in retaining business. JPMorgan would have violated the 1977 law if it had acted with “corrupt” intent.

While the JPMorgan emails provided to federal authorities and reviewed by The Times most frequently referred to Deutsche Bank and Goldman, other banks might have also inspired JPMorgan’s hiring.

Both JPMorgan and Credit Suisse, for example, did business with Fullmark, a consulting firm run by the only daughter of Wen Jiabao, then the prime minister of China. Another prized JPMorgan hire, whose father is the chairman of a state-owned financial conglomerate, previously held internships at Citigroup and Goldman.

JPMorgan executives in Hong Kong also studied the hiring movements of banks with a firmer foothold in China, the documents and emails show. “Learned from GS,” one JPMorgan executive wrote in an email to colleagues, referring to Goldman Sachs’s hiring practices.

JPMorgan’s legal woes extend beyond China. In November, JPMorgan struck a $13 billion settlement with government authorities over the bank’s sale of questionable mortgage-backed securities.

But unlike the mortgage pact, which focused on the bank’s financial crisis-era business, the China investigations take aim at hiring practices that lasted until this year. And while the $13 billion payout involved civil settlements with various authorities, the bribery inquiry carries the threat of criminal penalties. A few top JPMorgan executives in Hong Kong have hired criminal defense lawyers, interviews show.

The fallout from the investigation may also hamper the bank’s relationships with clients. As the investigation intensified in recent months, JPMorgan withdrew from a deal in which it was advising Cofco, a large state-run food company. JPMorgan offered the daughter of the company’s chairman a short-term internship in 2011, according to securities filings, and another internship in 2012.

“We really need her to be back,” a JPMorgan executive in Hong Kong wrote in an email. “Her father called and emailed me.”

The bank created the Sons and Daughters program in 2006 to ensure that the hiring would pass legal and regulatory muster.

But then JPMorgan’s investment banking business began to lose market share in China, the data from Thomson Reuters shows. By the time JPMorgan lost the 2009 deal to Deutsche Bank, the Hong Kong executives at JPMorgan’s investment bank decided that it needed to step up its hiring.

“A missed opportunity for us this year,” an executive said in an email upon learning of the loss to Deutsche Bank. “Can you guys craft a program that could work for us?”

The investment banking unit experimented with a program that would have offered well-connected hires a one-year contract worth $70,000 to $100,000. The program, internal documents said, might offer “directly attributable linkage to business opportunity.”

Still, some Hong Kong executives pushed for more of what they called “client referral” hiring to keep pace with rivals.

“We do way, way, way too little of this type of hiring and I have been pounding on it with China team for a year,” a JPMorgan employee wrote to a colleague in a 2010 email. In that same email, the employee added: “confidential, just added son of #2 at SinoTruk to my team,” referring to a company that is part of a state-owned trucking enterprise.

He added: “I got room for a lot more hires like this (Goldman has 25).”

JPMorgan’s expanded program had an apparent coup when Tang Xiaoning, whose father is the chairman of the financial conglomerate China Everbright Group, was hired. Until that 2010 hiring, which has been previously reported by The Times, the bank had missed out on deal after deal from China Everbright, including one assignment that went to Morgan Stanley.

But since the younger Mr. Tang was hired, China Everbright and its subsidiaries hired JPMorgan at least three times, according to Standard & Poor’s Capital IQ, a research service.

When pursuing an assignment from Taikang, a life insurer that was not owned by the state, JPMorgan executives drew a similar link between hiring and deal-making. Hoping to get the nod to advise Taikang on an initial public offering of stock, emails show, JPMorgan sought to hire the chairman’s niece. But it had stiff competition.

“Regarding to the juicy size, every existing active banks are trying to lobby with them,” a JPMorgan banker wrote in an email, which is unlikely to become a focus of the federal investigation, because it involves a private company. Goldman, which employed the chairman’s son, had a direct investment in the company. And the Royal Bank of Scotland was “trying to approach” the chairman’s niece, the banker wrote, “to compete us.”

David Barboza contributed reporting.



Regulators Consider Amending a Provision of the Volcker Rule

Federal regulators on Friday once again tried to quiet the controversy about the potential impact of a provision of the Volcker Rule on hundreds of community banks.

The regulators, facing a lawsuit from a banking trade group, said they were reviewing whether the new regulation required community banks to rid themselves of an obscure and complex security and, in the process, take an immediate hit to their capital levels. The regulators said they expected to decide by Jan. 15.

The statement is the latest attempt by regulators to address concerns from community bankers about the Volcker Rule’s effect on collateralized debt obligations backed by trust-preferred securities, a type of security that many small banks invested in before the financial crisis.

A person briefed on the matter said the joint statement from four regulatory agencies, including the Federal Reserve and the Federal Deposit Insurance Corporation, is intended to assure banks and their auditors that the Volcker Rule could be amended to permit small lenders to continue holding the securities, known as TruPs C.D.O.’s.

If small banks were permitted to continuing holding the securities until they recovered in value, the lenders would not be forced to take write-downs and a corresponding hit to their capital levels.

That would constitute a small, but important, victory for the banking industry, which has been actively lobbying to reshape or water down the Volcker Rule. It could also give the banks a foothold as they fight the federal regulatory agencies over parts of the rule, which was initially intended to stop banks from speculatively trading with their depositors’ money.

The Volcker Rule took nearly three years to draft before it was passed by regulators this month.

The statement from the regulators comes days after the American Bankers Association, an industry trade group, filed a motion in federal court in Washington seeking to quickly suspend the provision of the Volcker Rule that would appear to force small banks to sell the securities. The regulatory agencies have until Monday to respond to the lawsuit, and a court ruling could come soon after.

In the lawsuit, the group said 275 small banks would suffer an imminent $600 million hit to capital, making them less likely to lend to consumers and businesses. The trade group said bank auditors might require the banks to rid themselves of the specialized C.D.O.’s if the provision was kept in place.

Frank Keating, president and chief executive of the American Bankers Association, said in a statement that the group “appreciates the regulators taking this important step, and our experts are studying to see if the affected banks indeed find immediate interim relief from this action.”

The provision came into the spotlight after Zions Bancorporation, a regional lender based in Salt Lake City, said on Dec. 16 that it was taking a fourth-quarter charge of $387 million to write down the value of its portfolio of the securities, and was also reducing its regulatory capital levels after changing its accounting treatment for those securities.

It is not clear if any permanent exemption over the provision would apply to Zions, which has about $55 billion in consolidated assets. The typical community bank has under $15 billion in assets, people briefed on the matter said.

A Zions spokesman declined to comment on the latest statement from regulators.



At Lloyds, a Bank and Its Boss on the Rebound

António Horta-Osório was eight months into his new job as chief executive of the Lloyds Banking Group in 2011, wrestling with a plan to refocus the British lender, when he stopped sleeping.

At the time, the British economy was shrinking, and Lloyds, which had already received a government bailout, was facing serious financing issues. It was then that Mr. Horta-Osório checked himself into a London clinic, suffering from stress and exhaustion.

Since then, Mr. Horta-Osório has rebounded, as has the British economy and the bank itself. After returning to Lloyds, he helped turn the bank into one of the biggest postcrisis success stories in the industry here. Its share price has almost doubled since the beginning of last year, the strongest performance among major British banks.

During a recent interview, Mr. Horta-Osório attributed the bank’s success to its decision to focus almost exclusively on Britain, where the economy is now one of the fastest-growing in Europe.

“Lloyds was incredibly weak two and a half years ago,” he said. “I had to make a choice where to allocate my scarce resources, and I thought it would make most sense to concentrate them all where we could be strongest, which is in the U.K.”

After the industry’s excesses of the last decade, Lloyds sought a 17 billion pound government bailout in 2008, equivalent to $28 billion at current exchange rates. Now, Mr. Horta-Osório is making the 248-year-old bank the largest lender in the country. Lloyds, he said, should become the British version of Wells Fargo, the American bank that avoids risky, Wall Street-style bets and is the biggest mortgage lender in the United States.

So far, the efforts have paid off. In September, Lloyds’ shares became the first of two bailed-out British banks to recover enough for the government to start selling its stake. The government still owns a third of the bank, compared with its 80 percent holding in the other rescued lender, the Royal Bank of Scotland.

But clutching too tightly to a single economy can be risky. Some analysts have warned that Lloyds’ exposure to Britain and its growing mortgage market leaves the bank vulnerable to a possible property bubble. And Lloyds continues to incur its share of fines and penalties from regulators. Britain’s financial regulator fined the bank £28 million this month for encouraging employees to sell unnecessary products to meet sales targets and win bonuses.

Ian Gordon, an analyst at Investec, said Mr. Horta-Osório deserved credit for turning Lloyds around even as other European banks were still struggling.

But before he could fix Lloyds, Mr. Horta-Osório had to fix himself.

When he arrived at Lloyds, Mr. Horta-Osório, a 49-year-old native of Portugal who enjoys scuba diving with sharks, was hailed as a superstar. Mr. Horta-Osório, a former Insead and Harvard Business School student, had just turned the British unit of Santander, a Spanish lender, into one of the biggest retail lenders in Britain and a serious rival to Lloyds.

But he said that he felt increasingly alone in making difficult decisions about Lloyds’s own financing, which was too reliant on short-term funding. He had picked senior managers, some from Santander, to help him but they had not yet arrived.

He kept certain problems, such as the funding issue, to himself because making them public would have been counterproductive. But as a result, “you have to take important, difficult decisions on your own,” he said. “Leadership is a lonely thing.”

“In the end, I couldn’t really sleep for three days,” he said. “You feel like you don’t function anymore because you cannot recharge your batteries.”

With the help of some medication and nine days at the Priory Hospital, a clinic where cellphones are not permitted and former clients include the fashion model Kate Moss and the musician Eric Clapton, he recovered. Since that six-week leave, he sets aside one hour each day to think and deal with any issues that have emerged during the day.

“Maybe the biggest lesson I took is that nobody is a superman,” he said. “We’re all human and we all have our weaknesses.”

When he heard that Hector W. Sants, a former head of Britain’s main financial regulator, took a leave of absence in October from his role as head of compliance and government at Barclays, citing exhaustion, Mr. Horta-Osório called him to offer support. Mr. Sants has since resigned from his post at Barclays.

Mr. Horta-Osório said being open about suffering from such levels of exhaustion should be considered a sign of strength, not weakness.

That he returned to his job and achieved the ensuing results, he said, “speak for themselves.”

Lloyds has exited 21 countries since 2011. Even though the bank never had large trading or investment banking operations, it reduced its less liquid, troubled or nonstrategic assets to about £66 billion from £162 billion two years ago.

Mr. Horta-Osório has been well compensated in return. After forgoing a bonus of as much as £2.4 million for 2011, he earned £3.38 million for 2012, including a bonus of £1.5 million.

Mr. Gordon, the analyst at Investec, praised Mr. Horta-Osório’s timing when it came to selling some of the troubled assets. The sale in May of a portfolio of real estate-backed securities to some American investors, including Goldman Sachs, generated a pretax income of £540 million. After writing down the portfolio’s original value by £3 billion, Lloyds valued it at £2.7 billion and sold it for £3.3 billion.

And Lloyds has been increasing its lending to companies this year, even as lending across Britain continues to decline.

Mr. Horta-Osório was betting that by focusing on Britain and lending to consumers and small businesses, the backbone of the British labor market, the bank would help the economic recovery. In turn, a stronger British economy would help Lloyds’s earnings and share price, while also keeping the government happy. In the third quarter, the bank’s profit surged 83 percent, to £1.5 billion, as it continued to reduce costs and the quality of its loans improved.

George Osborne, the chancellor of the Exchequer, who has publicly chided the Royal Bank of Scotland for sticking to its foreign operations, could not have written a better playbook for Lloyds. Mr. Horta-Osório and Mr. Osborne get along well. Mr. Osborne traveled with him to Lloyds’ offices in Birmingham in September to thank management and staff for their work.

Analysts, including James Chappell at Berenberg Bank, said that Lloyds was likely to remain investors’ favorite British bank as uncertainty about R.B.S. remained and growth expectations for Britain picked up.

But Mr. Horta-Osório is the first to acknowledge that his strategy comes with certain risks. About 95 percent of Lloyds’s assets are now in Britain, where the economy has been improving but growth remains modest. Lloyds has been one of the biggest beneficiaries of government-supported lending programs, and its large mortgage book could sustain losses if home values were to fall.

The bank is also struggling with legacy issues, including wrongly selling a certain insurance product, called payment protection insurance. Lloyds is by far the biggest culprit among the British banks that are being ordered to compensate customers for that product, and analysts expect the £8 billion it has set aside to increase.

But Mr. Horta-Osório said none of that was causing him sleepless nights. “We built a bank that is low on risk and low on costs, focused on retail and small- to medium-sized businesses,” he said. “It’s good for sleeping.”

The challenge is make the bank exciting enough for investors to allow the government to continue selling its stake. He is in discussions with regulators to allow the bank to pay a dividend, and he hopes to announce one in February. Some analysts and investors expect the government to continue selling its stake in Lloyds shortly after that.

To reach his goal of increasing Lloyds’s share of small-business lending to 25 percent from 21 percent, the lending unit now reports directly to him instead of to Lloyds’ corporate division head. And he is traveling to a different part of the country every month to visit branches and have breakfast with local business customers.

All that means he is working 12-hour days and has a firm grip on the bank. But he denies being a control freak, a reputation he earned in his early days at Lloyds when he eliminated some management layers and had more people report directly to him.

“As the bank is doing better and better, you will see me become more and more decentralized and more and more relaxed,” he said. “But I want to know the numbers in detail because that’s my obligation, not only as a chief executive but also to avoid problems in the future.”

Julia Werdigier reported from London and Landon Thomas Jr. from New York.



China’s Banks Are on the Rise

China’s banks are racking up foreign assets, driven by trade flows, and the country’s corporate diaspora. Even at the current slow pace, what today looks like “following the client” could soon become “following everyone’s clients.” (See chart.)

In 2013, China’s lenders abroad mostly stuck with what they knew - servicing Chinese companies. But there were firsts. The Agricultural Bank of China started clearing yuan trades in Britain, and the Industrial and Commercial Bank of China issued a yuan-denominated British bond. Those niche markets can still grow fast; the yuan is now the second most-used trade currency after the dollar.

Takeovers are the logical next step. A dream pairing of ICBC and a London-based emerging market lender, Standard Chartered, may be too complex, despite the latter’s sliding valuation. But majority stakes in markets where Chinese companies trade and invest make more immediate sense. The China Construction Bank set the tone by buying a stake in Brazil’s BicBanco in November. Similar deals may occur in Africa and Eastern Europe. Even oil-rich Iran could be a target in a future sanctions-free world.

The challenge is to avoid the same mistakes Japan made in the 1980s. Fueled by an appreciating currency and a restrictive home regulator, Japanese banks started expanding abroad. By 1988, six of the world’s 10 biggest banks were Japanese, according to The Banker. When bad debts rose at home, the lenders retreated, leaving a credit squeeze in their wake.

China’s saving grace may be its banks’ inexperience and government micromanagement. CCB’s BicBanco deal was two years in the making, and ICBC has been haggling over Standard Bank’s London-based commodities desk for over a year. That limits the scope for impulsive and foolish deals. Capital controls also mean China’s banks can’t easily switch their onshore yuan into dollars or euros, limiting their ability to lend abroad.

Still, China is a land of big numbers. The top five banks’ overseas loans totaled $538 billion by the end of June, double the level of 2010 and close to the size of Ireland’s entire domestic loan book. Even if global banks aren’t yet losing business to China’s mega-lenders, 2014 should see them start to take the prospect seriously.

John Foley is Reuters Breakingviews China Editor. For more independent commentary and analysis, visit breakingviews.com.



Brynwood Partners to Sell Maker of Turtles Candy

The owner of Godiva chocolates is dipping deeper into the candy business.

Yildiz Holding, the Istanbul-based food and beverage company that has several brands including Godiva, has agreed to purchase DeMet’s Candy Company, the maker of Turtles chocolates, from the private equity firm Brynwood Partners for $221 million.

DeMet’s operates to manufacturing plants in the United States, and the deal could give Yildiz a stronger foothold here. Yildiz owns the Ulker Group, one of the largest consumer goods companies in the Turkish food industry, which absorbed Godiva after Yildiz purchased it from the Campbell Soup Company in 2007 for $850 million.

“We are delighted to announce the divestiture of DeMet’s Candy,” Hendrik J. Hartong III, a senior managing partner at Brynwood and the chairman of DeMet’s, said in a statement on Friday. “We wish Yildiz success with this outstanding company.”

Brynwood, which also owns the Back to Nature Granola brand and the Pearson’s snack brand, first purchased Flipz, the chocolate-covered pretzels, from Nestlé in 2004. It formed DeMet’s in 2007 with the intention of buying the Turtles chocolate brand from Nestlé. It also purchased Treasures, the milk chocolate caramels, from the food giant.

After the closing, Peter Wilson, DeMet’s chief executive, will join one of Brynwood’s funds.

Houlihan Lokey advised on the transaction, which is expected to close in January.

Representatives for Brynwood, Yildiz and Houlihan Lokey could not be immediately reached for comment.



Restoring Ranch Land for a Profit, and a ‘Trout Dividend’

From the road skirting its property line, Freestone River Ranch looks like a flat, cattle-trodden pasture flanked by rolling hills. But Jay Ellis, founder of the private equity firm Sporting Ranch Capital Management, sees something sparkling in the distance. He slams on the brakes and jumps out of his rented sport utility vehicle to get a closer look at one of the dozens of natural springs spilling out from small aqueducts. “You could fill up your water bottle and drink it,” he says excitedly. “It’s that pure.”

Mr. Ellis isn’t particularly interested in drinking this water. The real value he saw when he bought this 204-acre ranch a year ago was as a premier private fishing retreat 20 minutes from Park City.

“Lots of people own expensive houses in Park City, but I guarantee you nobody owns a ranch like this one,” Mr. Ellis said. Before he bought the property, he called local real estate agents to find out what it would cost to buy a couple of hundred acres near town with a few miles of riverfront. “They told me it doesn’t exist,” he said.

This logic â€" that sporting ranches near desirable destinations are a rare commodity â€" is the basis of an investment fund that Mr. Ellis started in 2012. The idea is novel, but it has also attracted attention for its association with T. Boone Pickens, the billionaire oilman.

When Mr. Ellis, a fellow Oklahoman who ran Morgan Stanley’s institutional sales office in Dallas, pitched the idea, “it was a natural fit,” said Mr. Pickens, who is a prolific landowner himself. His 68,000-acre Texas Panhandle ranch sits atop one of largest aquifers in the country.

“Over the years, I’ve bought and sold ranches and improved them every time,” said Mr. Pickens, who favors quail hunting to fishing. Preservation is “a much better use of the land,” he said. And the timing for such a fund was right, Mr. Pickens added, thanks to a recovering economy and a natural gas boom that is bankrolling new buyers.

Mr. Pickens agreed to invest in the fund, sit on the board and make some introductions, with the stipulation that Mr. Ellis quit his job to work on the fund full time. “I gave my notice that day,” said Mr. Ellis, who now wears Carhartt pants and work boots in his new role.

While roughly half of the fund’s investors own their own ranch property and are investing because they understand the space, Mr. Ellis said, many are motivated by what he calls a “trout dividend,” the opportunity to fish and hunt on these private parcels before they are sold. The fund is “conservatively targeting returns in the high teens,” he said.

The first fund raised $30 million among a dozen limited partners and is now fully invested with five properties in Colorado, Idaho, New Mexico and Utah. Over the last year, the fund has also restored nearly three miles of river on a 760-acre parcel outside Pagosa Springs, Colo.; enhanced roughly two miles of river, added four lakes and skeet shooting on 518 acres in New Mexico; and started work on a private Yellowstone cutthroat trout fishery near Driggs, Idaho. Mr. Ellis is planning to put all five ranches on the market in 2014 and is confident that these “pristine trophy properties” will sell quickly. Mr. Ellis is now raising a second fund, for $50 million.

Sporting Ranch Capital is not the first private equity fund to pursue this model. Beartooth Capital closed the first of its two funds in 2006 and has roughly $70 million under management. The fund, which is based in Bozeman, Mont., also places great emphasis on river restoration â€" it has restored 37 miles of river and creek â€" but its business plan does not hinge exclusively on selling trophy ranches to private buyers. Of the roughly 25,000 acres Beartooth has acquired, 53 percent is either under conservation easement or has been sold to conservation buyers.

“This is an asset everyone wants, but either the price is ridiculous or the property needs too much work,” Mr. Ellis said, adding that his focus is on improving the fishing habitat to lure private buyers willing to pay a premium. “Buyers typically don’t have the time or patience to do the work themselves.”

Those landowners who do try to improve the fishing on their creeks and rivers often do so in a way that’s “unnatural and contrived,” said Shannon Skelton, a former fly-fishing guide and aquatic biologist who runs CFI Global Fisheries Management in Fort Collins, Colo., which has managed the restoration of the ranches in Colorado and Utah. “If a section of river is functioning hydraulically and biologically, we find out why and try to duplicate that,” he said. “We’re not trying to play God, just trying to help things out.”

Water rights are a critical component, and each property comes with its own caveats, Mr. Ellis said. Different states have rules about stocking fish. It’s an option in some, but in others, like Utah, owners need to wait for nature to take its course.

Every property has its nuances, but Freestone River Ranch in Utah is a textbook example of how Mr. Ellis sees his strategy playing out. When he received a call about the ranch late last year, he was intrigued by the property’s 8,400 feet of Upper Provo River frontage. On closer inspection, though, he realized that the biggest return would come from restoring the nearly 12,000 feet of spring creek that ran parallel to the river and intersected it at the bottom of the property. It is fed by dozens of cold springs that keep the water at a near-constant 58 degrees year round.

Mr. Ellis bought the property from the Mormon Church last December for an undisclosed amount. “They saw it as a denigrated cattle ranch that couldn’t be developed,” he said. “I saw unlimited water resources.”

A year ago, the creek had no fish. It had been sliced, diced and diverted for irrigation and reduced to a two-foot ditch void of any vegetation. “Livestock were left to graze all along that corridor,” Mr. Skelton said. There was “tremendous bank degradation, erosion and the water quality was suffering.”

“I started poking around on that spring creek and found aquatic insects that are indicators of super productive environments,” Mr. Skelton said. “The fact they were present in that system that had been utilized as agricultural property was very encouraging.”

Working with a small crew wielding heavy equipment, Mr. Skelton spent the summer making small changes along the river â€" adding riffles and fishing holes â€" and reshaping the spring creek by closing the irrigation channels, building log drops, adding woody debris and replanting vegetation â€" all vital to the insects that fish feed on. The crew added eight oxbows â€" off-channel ponds that are ideal habitat for young fish and casting. Finally, they widened the channel connecting the creek and the river and added terraced pools. “Before, it was basically a fish barrier,” Mr. Skelton said. Brown trout were already finding their way up into the creek in November, when Mr. Skelton and his crew were wrapping up work for the season. “I can’t tell you the amount of times I’ve built something and, as I’m sitting there watching the water clear, I’ll see fish flop right into what I just built,” Mr. Skelton said. “For that moment, the world is perfect.”

All told, Mr. Ellis invested about $1 million in the property, with most of it going to improving the spring creek and making small improvements on the river. Other than replacing the barbed-wire fence with buck and rail, he’ll do little else to the property. Future buyers, he said, will want to make their own decisions about the size and style of home they want to build. While the goal is to develop the property in as natural a way as possible, the strategy isn’t without risks or complications. It requires extensive permitting â€" a task that Mr. Ellis assigns to a local in each region. Water flows are also a critical component because they can fluctuate greatly from season to season. Mr. Skelton, for his part, spends time tracking down and studying historic patterns. “One thing we can’t change is water temperatures and historic flow regimes,” he said.

There’s always the risk of local opposition, though environmental groups are generally supportive of such restoration projects. Mr. Ellis said he frequently receives leads on properties from land trusts and conservation alliances. He doesn’t put conservation easements on the property â€" doing so, he said, can cut its value by 40 percent â€" but “we will strongly encourage our buyers to be land stewards,” he said. “Once you buy one of these beautiful places, it would be silly to start cutting it up.”



LightSquared Proposes New Financing as Way to Emerge From Bankruptcy

The wireless communications company LightSquared may have a path out of bankruptcy that allows its biggest shareholder, the billionaire hedge fund manager Philip Falcone, to retain some of the control he has sought.

Lawyers for LightSquared filed documents in a New York bankruptcy court late Tuesday, outlining a plan to bring in at least $1.25 billion in new equity and $2.75 billion in loans. The plan is backed by Fortress Investment Group, Melody Capital Partners, JPMorgan Chase and Harbinger Capital Partners.

The move caps a tumultuous year for LightSquared. The company has been at the center of a continued feud between Mr. Falcone, who runs Harbinger, and Charles Ergen, the satellite television mogul and the chairman of Dish Network.

Mr. Falcone and Mr. Ergen have spent months jockeying for LightSquared after the company filed for bankruptcy last year. LightSquared commenced an auction process that drew a $2.2 billion bid from Dish in August. A week later, Harbinger sued, claiming that Mr. Ergen had been surreptitiously buying the company’s debt in a separate bid for control. Harbinger contended that the move circumvented stipulations in LightSquared’s covenants that prevented a competitor, like Dish, from buying its debt.

The suit also accused Mr. Ergen of making a “lowball, bad-faith bid” for LightSquared’s wireless spectrum through a Dish subsidiary. The accusations came against a backdrop of a larger industry scramble to acquire spectrum â€" a limited yet vital resource for telecommunications companies to run wireless networks.

LightSquared canceled its auction plans after it received no competing bids, but Mr. Ergen’s bid is set to remain in effect until mid-February.

A federal bankruptcy judge, Shelley C. Chapman, will review the proposed financing plan.

LightSquared’s bankruptcy filing came after the Federal Communications Commission forbade the company from creating a 4G LTE network, which the regulator feared would interfere with GPS navigation. Those plans would have transformed LightSquared into a broadband network that could compete with major players including AT&T and Verizon.

As part of the arrangement, Melody Capital has agreed to lend LightSquared $285 million until it can put its larger capital plan in place.

The latest financing plans are also contingent upon approval by the F.C.C.

A representative for LightSquared declined to comment. Harbinger did not respond to requests for comment.



Finra Fines Barclays $3.75 Million Over Record Retention

The Financial Industry Regulatory Authority said on Thursday that it fined Barclays Capital $3.75 million over its failure to properly retain records.

The group, the self-regulatory arm of the brokerage industry, said Barclays failed to properly keep about 3.3 million Bloomberg instant messages from October 2008 to May 2010. The group also said that the firm failed to properly retain certain attachments to Bloomberg emails from May 2007 to May 2010.

Finra also found that from at least 2002 to 2012, Barclays did not preserve many of its required electronic books and records, including order and trade ticket data, trade confirmations, blotters, account records and other similar records.

“The issues were widespread and included all of the firm’s business areas, thus, Barclays was unable to determine whether all of its electronic books and records were maintained in an unaltered condition,” Finra said in a statement.

As part of the settlement, Barclays neither admitted nor denied the charges.

A spokesman for Barclays declined to comment on the action.



Islamic Banks, Stuffed With Cash, Explore Partnerships in West

A noted Muslim law scholar, Yusuf DeLorenzo, recently pored through the books of Continental Rail, a business that runs freight trains up and down the East Coast.

Along with examining the company’s financial health, Mr. DeLorenzo sought to make sure that the rail cars didn’t transport pork, tobacco or alcohol. He was brought in by American investment bankers who want to take rail cars bought by Continental Rail and package their leases into a security. The investment is being built for banks that are run according to Islamic law, which, among other things, prohibits investments in those three commodities. If the cars are acceptable, or halal, the deal will be one of the first in the United States to be completed in compliance with Islamic law.

“It’s a new territory for all of us,” said John H. Marino Jr., chief executive of Continental Rail.

The deal is a sign of how banks that comply with Islamic law are making inroads into the global banking scene and how Western businesses are working to meet the expectations of those banks. The banks can’t find enough acceptable places to park their money, many industry insiders say, so investment bankers are scurrying to assemble deals.

Over the last 30 years, the Islamic financial sector has grown from virtually nothing to over $1.6 trillion in assets, according to data from the Global Islamic Financial Review, an industry publication. The financial crisis has only encouraged the growth. Industry assets grew 19 percent in 2011 and 20 percent in 2012, in contrast to the less than 10 percent growth at non-Islamic banks in most of the world.

Until recently, Islamic banks have largely put their money to work in the Middle East â€" or, if they invested in other parts of the world, in real estate. Real estate is among the most popular investments under Islamic law, also known as Shariah, because a deal can be structured that does not require interest payments, which are prohibited by Shariah. But as the banks grow larger they are looking for new, more diverse places to put their money.

The deal with Continental Rail is attractive because the rail cars will spin off lease payments, rather than interest, and can be bought in bulk. The cars are also in the United States, which will help bring geographic diversity to the bank portfolios. The deal was brokered by a newly created team at Taylor-DeJongh, a Washington investment bank, looking to bring money from Islamic banks to the United States.

There are similar pushes around the world. A few non-Muslim African countries, including South Africa, have recently been talking about raising money using the Islamic financial instruments known as sukuk, which function much like bonds. Prime Minister David Cameron of Britain announced in late October that England planned to become the first European country to issue sukuk. The global bank Société Générale is preparing to raise money from Islamic banks in the coming months.

“There is a gap between all the money coming in to Islamic banks and the deployment of that money into real economic assets,” said Sayd Farook, the global head of Islamic finance at Thomson Reuters. “A crazy amount of money has gone into their coffers and they need somewhere to invest it.”

The first modern Islamic banks were founded in the 1970s, motivated by the Quran’s ban on riba, which has been interpreted as any fixed payment charged for money lending. Islamic banks have focused instead on putting their money into real assets and property, and sharing any resulting profits from the performance of an asset. Muslim mortgages, for instance, are structured so that the bank buys the house and then sells it to the occupant slowly over time. Stocks are generally considered acceptable as long as the companies issuing the stock adhere to Islamic law; casinos, banks and weapons companies are forbidden.

Islamic banks have religious scholars, like Mr. DeLorenzo, review their operations on a regular basis. Yet some Islamic scholars have criticized the banks for straying too far from the spirit of the Quran into the speculative realms of Wall Street. Sometimes it is hard to tell the difference between a Western investment and a Shariah one. For instance, an Islamic bank’s fixed-deposit account ties up a customer’s money for a set period of time, like a certificate of deposit. Instead of offering interest, the account offers a share of the profit from its investments. The “profit rate” of a one-year deposit currently is 1.9 percent at one major Middle Eastern bank.

There is a debate among Islamic scholars about what qualifies as halal. “The industry is going through soul-searching,” said Ayman A. Khaleq, a lawyer specializing in Islamic finance at the Morgan Lewis law firm in Dubai. “It’s far from settled.”

But these problems have not stopped the flood of deposits into banks like the Sharjah Islamic Bank, which is named for the city in the United Arab Emirates where it is based. The bank has 24 branches, some of which offer separate spaces for female and male customers. From 2006 to 2012, deposits there almost tripled to about $3 billion.

Muhammed Ishaq, the head of the treasury division at Sharjah, said that the bank’s problem was not attracting money, it was figuring out what to do with it. “It’s not very easy when any financing needs to be backed by some kind of asset,” Mr. Ishaq said.

Real estate has been a very popular investment in the Islamic world, but when real estate was hit hard during the 2008 financial crisis, many investors were reminded of the need for more diverse portfolios. For many banks the answer is sukuk. Like bonds, sukuk make regular payments to investors. But unlike a bond, which is a money loan, sukuk are structured as investments in hard assets that generate payments.

The amount of sukuk sold each year has grown sixfold from 2006 to 2012, to some $133 billion, according to Thomson Reuters’s Islamic financial data service, Zawya. A joint venture between Dow Chemical and Saudi Arabia’s national oil company sold a $2 billion sukuk this year to raise money for an oil complex. But this is falling far short of the demand from banks. “There are serious supply-side bottlenecks,” said Ashar Nazim, head of Ernst & Young’s Global Islamic Banking Center.

Now there are several efforts to create more supply. The Bank of London and the Middle East was founded in London with Kuwaiti money to find these new investment opportunities. “They wanted a wider range of Islamic assets that could be originated away from the Middle East,” said Nigel Denison, the bank’s treasurer.

Yavar Moini, the former head of Islamic banking at Morgan Stanley, said he was establishing an operation in Dubai that would gather assets from around the world that can be packaged into sukuk, like Fannie Mae and Freddie Mac do in the United States with mortgages. Mr. Moini said that “it’s the absence of sufficient product or opportunities for Islamic investors that drives them into the conventional arena.”

In the United States there have been a few attempts at sukuk. In 2006, a Texas oil company sold a $166 million sukuk to finance oil exploration, but the company went bankrupt during the financial crisis. Then in 2009, General Electric issued a $500 million sukuk tied to aircraft leases.

Taylor-DeJongh, the 30-year old, energy-focused investment bank, is hoping to take advantage of the shortage. Ibrahim Mardam-Bey, who worked on the 2006 Texas sukuk, joined Taylor-DeJongh at the end of 2012 and has built a team of five bankers working on Islamic finance.

One deal would provide financing for private toll bridges. The other, which is further along, will bundle the rail cars managed by Continental Rail. The team has already signed a deal to buy 1,000 rail cars in Pennsylvania, and is looking to acquire 5,000 more.

Mr. Mardam-Bey said that some American businesses were hesitant to take money from Islamic banks, perhaps a byproduct of negative associations with Shariah since the Sept. 11 attacks. But in the Texas deal, and in many others, that tends to fade as the financial possibilities become clear.

“The borrower was a Texan wildcatter who couldn’t spell ‘sukuk,’ ” Mr. Mardam-Bey said. “But at the end of the day when I brought the check he didn’t care if I prayed to Allah. He just wanted the money.”