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China’s Baidu to Pay $370 Million for Internet Video Business

HONG KONG-Baidu, China’s biggest search engine, announced on Tuesday it would pay $370 million for the online video business of PPStream.

Baidu, which is listed on the Nasdaq, said it plans to fold the PPS Internet video business into its iQiyi unit, an advertising supported online television and movie portal, in order to form what it said would be China’s largest online video platform by number of mobile users and video viewing time.

The announcement of the Baidu deal came a week after Alibaba, one of China’s biggest Internet firms, agreed to pay $586 million for an 18 percent stake in Weibo, a leading Twitter-like microblogging service in China that is owned by the Nasdaq-listed Sina Corporation.

PPStream, a Shanghai firm that operates the popular PPS.tv domain, is a leading online broadcaster of television shows and movies in China that distributes content via desktop PCs and mobile apps.

‘‘The merger of iQiyi and PPS’s online video business is a major step toward consolidation in the industry,’’ Gong Yu, the chief executive of Baidu’s video unit, said Tuesday in a statement. Combining the two under Baidu’s ownership will provide better content to users and offer more options to advertisers, Mr. Gong said.

Baidu said that following the deal, Mr. Gong would remain as the chief executive of iQiyi. He will be joined by Zhang Hongyu, the founder and chairman of PPS, and the PPS president Xu Weifeng, both of whom will serve as co-presidents in the merged online video unit.

Baidu said the transaction is expected to close in the second quarter of 2013.



For Buffett, The Past Isn’t Always Prologue

OMAHA â€" About half an hour into Berkshire Hathaway’s annual meeting here on Saturday, a name searing with history but now largely forgotten was mentioned: Henry E. Singleton.

Mr. Singleton was, arguably, the Warren E. Buffett of the 1960s and ’70s. His company, Teledyne, became a remarkably successful and huge conglomerate, with an assortment of related â€" and unrelated â€" businesses. Like Mr. Buffett, Mr. Singleton was a modest man with a rare sense of rationality. He didn’t pay his shareholders dividends; he was convinced he could allocate the money more profitably. And he was right more often than not.

But after spending decades creating one of the world’s largest conglomerates, Mr. Singleton, who stepped down as chief executive in 1986 but remained as chairman, decided to break it into three companies in the early 1990s before he died at age 82 in 1999. He decided that Teledyne had become too big and unwieldy for a single manager to effectively oversee and expand.

It’s a narrative that has been speculated about for years when it comes to Mr. Buffett’s Berkshire Hathaway.

Mr. Singleton’s name was invoked by Douglas A. Kass, an investor who is betting against Berkshire’s stock and was invited to the meeting to pepper Mr. Buffett with questions along with a panel of analysts and journalists, including this one.

After explaining the story of Mr. Singleton, a hero of Mr. Buffett’s, Mr. Kass then asked: “What is the advisability of restructuring Berkshire into separately traded companies organized along business lines?”

Mr. Buffett, who has described Berkshire as his “painting,” paused for a moment. With a slight smirk that turned briefly into a scowl, he rejected the notion that Mr. Singleton had chosen the right path despite his successes.

“Breaking them up into several companies I’m convinced would create a poorer result,” Mr. Buffett insisted, while praising Mr. Singleton as an investor. Charles Munger, Berkshire’s vice chairman, had this to say about Mr. Singleton: “I don’t think you should get into your head, just because he is a genius, he did it better than us.” (Mr. Munger knew Mr. Singleton personally.)

But Mr. Munger quickly also acknowledged a truism of business: “You look at companies that got really big in the world, the record is not very good. We think we’ll do a little better than the giants in the past. Maybe we have a better system.”

The question, of course, is how much is “a little better”?

Mr. Buffett put it bluntly: “There’s no question that we cannot do as well as in the past, and size does matter.” In last year’s annual report, Mr. Buffett described his expectations for Berkshire by saying that the company’s “intrinsic value will over time likely surpass the S.& P. returns by a small margin,” and even suggested that “when the market is particularly strong, expect us to fall short.”

Mr. Kass was much less delicate. “Is Berkshire resembling an index fund more appropriate for widows and orphans?” he pondered.

Part of Mr. Buffett’s bet is that Berkshire’s value and advantage lies in its size and scale. He believes that in flat or down markets, Berkshire will be able to outperform others because it can take advantage of opportunities â€" with its huge cash pile â€" that others cannot.

“Berkshire is the 800 number when there is really some panic in the markets, and people really need significant capital,” he said.

Perhaps more important, Mr. Buffett suggested that it did not matter whether he was chief executive for those opportunities to exist. Panicked sellers are calling for money, not to be his friend.

“If you come to a day when the Dow has fallen 1,000 points a day for a few days and the tide has gone out and you find some naked swimmers, those naked swimmers will call Berkshire,” he said.

“I have no question that my successor will have unusual capital at turbulent times,” he added, “when the ability to say ‘yes’ very quickly with very large sums sets them apart for virtually everybody else in the investing world.”

That may be true, but one of the reasons Goldman Sachs and General Electric took Berkshire’s money at steep rates during the financial crisis wasn’t just that Mr. Buffett was the only game in town. It was his imprimatur â€" the investing equivalent of the Good Housekeeping Seal of Approval â€" that made costly deals attractive for G.E. and Goldman.

That may be hard to replicate.

Mr. Buffett’s successor will have to be not just a great investor and operator, which is difficult enough, but a legendary one that people will rally around.

There is no question that Berkshire has created a special culture, something that Mr. Buffett talks about regularly and is on display at each annual meeting, known as the “Woodstock of Capitalism.”

Mr. Buffett insists that the managers of Berkshire’s many businesses will remain in place after he is gone. I don’t doubt that. I suspect many managers will work even harder for several years after Mr. Buffett leaves, in part as a tribute to him. There is, of course, huge professional satisfaction in working for one of the greatest investors of all time and the halo that comes with that.

But as time progresses, and Berkshire looks more like the conglomerate that it is without the special ingredient that is Mr. Buffett, it will most likely become more challenging for his successor.

Of course, speculation about his successor was rife, as usual. “It’s the No. 1 subject that the board considers at every meeting. We are solidly in agreement as to who that person is supposed to be,” Mr. Buffett said.

True Berkshire Kremlinologists noted the change in seating assignments for three of Berkshire’s top managers. Ajit Jain, who runs Berkshire’s enormous reinsurance business; Matthew K. Rose, the chief executive of Burlington Northern Santa Fe; and Gregory E. Abel, chief of MidAmerican Energy Holdings, all sat in the section reserved for the directors in the front of the arena. In years past, they sat on the side in a section reserved for the managers of Berkshire. Those trying to divine meaning from it suggested they were the names in the envelope.

Mr. Buffett said the seating choice was for practical purposes: it was easier to have them on the floor in case they needed to answer a specific question about their business from the audience, and, indeed, two of them were called upon.

When asked about how he expected Berkshire to be managed in a post-Buffett world, he said, “My guess is that it gets rearranged a bit, but that won’t really make any difference.” Mr. Munger piped in: “Maybe one more person at headquarters if they go crazy.”

Mr. Kass asked about Berkshire’s plan to install Mr. Buffett’s son Howard as nonexecutive chairman after Mr. Buffett steps down. “How, beyond the accident of birth, is your son qualified to be nonexecutive chairman?” he asked.

Mr. Buffett quickly parried: “He has no illusions at all of running the business. He won’t get paid for running the business.” Instead, Mr. Buffett said his son would be responsible for making sure the company has the right chief executive. “I know of nobody who will feel that responsibility more as to doing that job responsibly as my son Howard.”

If there were any doubters in the audience, Mr. Munger insisted there shouldn’t be.

“I want to say to the many Mungers in the audience: Don’t be so stupid as to sell these shares,” Mr. Munger said.

Mr. Buffett added, “That goes for the Buffetts, too.”



A Push for a Bitcoin Buttonwood

Amid the incense, cheap art and herbal remedies for sale in Union Square in Manhattan on Monday, a very different kind of product was changing hands: bitcoins.

Just feet from the park’s statue of George Washington, a crowd of young men gathered on Monday afternoon to buy and sell the digital, crypto-currency.

The men - and there were only men - were brought together by an online posting from Josh Rossi, 31, a bitcoin aficionado who works in technology at the World Trade Financial Group.

One of the trademarks of bitcoins since they were created by anonymous programmers in 2009 has been that they have no physical form, and can be exchanged completely electronically, making human interactions unnecessary.

But the online venues for buying and selling bitcoins have become too expensive and time consuming, Mr. Rossi said. So he proposed what he called Project Buttonwood, a reference to the where the New York Stock Exchange had its beginning in 1792.

“If I want to buy a hamburger, I want to be able to sell my bitcoins and get my money immediately so I can buy that hamburger,” said Mr. Rossi, who wore jeans and loafers for the occasion, and smoked a cigarette while watching the proceedings.

The legality of bitcoin has been questioned by some regulators, and investors have looked on in horror in recent weeks as the price of a single bitcoin has bounced around more sharply than the most speculative stock. Mr. Rossi’s posting about the event on Reddit was sniped at by one commentator who said “you might get busted by the Feds” and another who predicted “the first bitcoin ‘gang’ fight.”

In the end, such dire predictions did not pan out. After a slow start at 4 p.m., just as trading on the New York Stock Exchange shut down for the day, the crowd grew to about 20 people. There were a few polite arguments about how the process should work, and then people began calling out prices at which they were willing to buy and sell bitcoins. Many of the young men alternated between conversation and watching the nearby skateboarders and break dancers.

The first transaction came when Mr. Rossi pulled out a $20 bill in order to buy a part of a bitcoin, at a rate of $120 for a single bitcoin. The seller was Owen Gundon, a 30-year old programmer.  In order to transfer the online currency, Mr. Rossi used his smart phone to take a picture of thegraphic code on Mr. Gundon’s phone, which provided access to his bitcoin account. The crowd around the men clapped.

“This is markets becoming more efficient,” Mr. Rossi said with a smile.

Nearby, Kirill Gourov, a 21-year old college student, said he was looking to buy a bitcoin for $125 and was serving as a broker for a friend who was text messaging him, and who wanted to sell his bitcoin for $112.

The gap between the bid and offer in Union Square was significantly larger than it was at the same time on the biggest online exchange, Mt. Gox, where the going price was around $114. But before long, a few more buyers and sellers met. Gabe Sukenik, the 24-year old founder of a bitcoin startup, Coinapult, pulled out a wad of $20 bills and counted out enough cash to buy two bitcoins from a young man who identified himself as a Wall Street trader.

“I’ll flip a coin for a hundred bucks if you want,” said the trader. “That’s my risk tolerance.”

As the afternoon went on, a man who gave his name as Jerry, took out a notebook and began recording the trickle of trades. He jokingly said he would serve as the exchange’s clerk if someone bought him a Coke.

“We’re here enjoying the sunshine, enjoying the ladies, and trying to move the bitcoin community along,” Jerry said.

Mr. Rossi said he planned to be back in the same place next Monday.



Friend of Ex-KPMG Partner to Plead Guilty in Insider Trading Case

A Los Angeles-area jeweler has been formally charged with making illegal stock trades based on secret information obtained from a senior partner at the accounting giant KPMG.

Prosecutors unveiled charges in Federal District Court in Los Angeles on Monday against the jeweler, Bryan Shaw, who has agreed to plead guilty to conspiracy to commit securities fraud. He will disgorge about $1.3 million in illicit trading profits.

Mr. Shaw, 52, who is not expected to make a court appearance until later this week, has been cooperating with the government, helping them build their case against his friend Scott I. London, the former KPMG executive.

Last month, both men publicly confessed to their misconduct after prosecutors charged Mr. London with leaking to Mr. Shaw confidential financial data about his clients, including the companies Herbalife and Skechers USA. Though not criminally charged until Monday, Mr. Shaw was already named in a related civil lawsuit brought by the Securities and Exchange Commission.

Mr. Shaw turned against Mr. London earlier this year after F.B.I. agents confronted him with evidence of insider trading. Prosecutors caught wind of the illegal activity after Fidelity Investments notified the authorities about unusual trading activity in Mr. Shaw’s account.

Over a period of weeks, Mr. Shaw recorded telephone calls and meetings with Mr. London. In one instance, as part of a sting operation, the F.B.I. photographed Mr. Shaw handing Mr. London a paper bag with $5,000 in cash.

“He viewed it as an unfortunate but necessary part of the process to making things right,” said Nathan J. Hochman, a lawyer for Mr. Shaw, last month.

Mr. Shaw, who was close friends with Mr. London and a frequent golf partner, acknowledged giving Mr. London more than $60,000 in cash in exchange for tips about KPMG’s clients. Mr. Shaw also game him a $12,000 Rolex Daytona Cosmograph watch, other jewelry and tickets to a Bruce Springsteen concert.



The ‘Mad Men’ I.P.O.

It’s not often that “Mad Men” intersects with DealBook territory. But Sunday night’s episode gave us two reasons to dive into Don Draper’s world.

Before we move forward, we should note: Spoilers ahead, obviously.

The first, obviously, is Sterling Cooper Draper Pryce’s weighing a potential initial public offering. “For Immediate Release” opens with an investment banker hunkered over agency documents, in the midst of preliminary due diligence.

The banker proposes selling 400,000 shares to the public at $9 a share. Given Sterling Cooper’s existing 1.5 million outstanding shares, that would have valued the agency at $17.1 million â€" or about $114.4 million in today’s dollars.

Sterling Cooper eventually improved its position, winning a higher proposed price of $11 a share. That would have valued the agency at $20.9 million, or $139.8 million today.

By May 1968, when the episode is set, seven firms had held I.P.O.’s, according to Ad Age. Among them: Wells Rich Greene and Papert, Koenig, Lois.

Over all, 21 agencies went public between 1962 and 1973, according to a 2008 research paper by Andrew von Nordenflycht, a business professor at Simon Fraser University. Among them were major shops like Doyle Dane Bernbach and Ogilvy & Mather, the latter of which once counted Berkshire Hathaway among its shareholders.


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Inside AMC’s “Mad Men”

Behind the flood of offerings was the booming stock market of the 1960s, which prompted bankers to seek out ever more companies to pitch to investors. Services companies like ad agencies became hot commodities, playing off the allure of Madison Avenue and its mad ad men.

The trough wasn’t restricted to the big names. As the unnamed banker notes, there was precedent for small advertising agencies going public. An article in The New York Times on Feb. 13, 1968 detailed the I.P.O. of Adams Dana Silverstein, then the tiniest firm in the industry to begin trading publicly.

“We made our decision to go public â€" a gutsy one â€" six months after we started and our reason was that we wanted to build a damn good agency and staff,” D. W. Silverstein, the firm’s president, told The Times.

Yet the bubble eventually burst, violently. Of the 21 agencies that had held I.P.O.’s, two failed and six had gone private by 1978, according to Professor von Nordenflycht. Today, the advertising concerns that remain publicly traded are largely the giant conglomerates like Omnicom and WPP, which own scores of smaller imprints.

Why? Consider Sterling Cooper. News that Jaguar had left as a client prompted an apoplectic fit by junior partner Pete Campbell, and with good reason: Don’s summary firing of the car company took away a significant amount of revenue. It wasn’t the first time the firm had suffered from a client departure, Lucky Strike’s exit chief among them.

And as service businesses, ad agencies are at the mercy of client fees rolling in, a lumpy operating model that wins little favor among many investors. The same problem prompted investment banks like Lazard and Evercore Partners to add steady-revenue businesses like asset management for smoother earnings.

Adams Dana Silverstein’s very reason for going public proves the point. From the Times article:

The idea of going public came when the agency, which was founded in July, 1966, had just lost its first account. “We were just sitting here,” said Bill Silverstein, “having just lost an account and had just staffed up. We didn’t want to go backward. So we said, ‘Why not go public?’”

As Professor von Nordenflycht notes, the ad industry of the time wasn’t sitting on particularly notable growth or profitability during the early 1960s.

And the firms taking these agencies public weren’t always of the highest caliber. Name partner Bert Cooper sniffs that the banker pitching Sterling Cooper â€" who was earlier shown furiously punching an adding machine â€" conducted only 20 minutes of analysis.

His dismissive reply to the banker’s preliminary estimate hinted of the army of drones seeking business: “I can’t take this to the rest of partners, but I can take it to other underwriters.”

Adams Dana Silverstein was taken public by the Hancock Securities Corporation, was eventually expelled from the National Association of Securities Dealers in 1972, according to The Times. The bank’s president, Mortimer Tover, was barred from the industry as well and fined $5,000.

Not that any of this mattered anyway. By episode’s end, DealBook had its second reason to pay close attention: Don struck a secret deal with his main rival, Ted Chaough, to merge their guppy-sized agencies and win business from Chevy.

Peter Eavis contributed reporting.



The ‘Mad Men’ I.P.O.

It’s not often that “Mad Men” intersects with DealBook territory. But Sunday night’s episode gave us two reasons to dive into Don Draper’s world.

Before we move forward, we should note: Spoilers ahead, obviously.

The first, obviously, is Sterling Cooper Draper Pryce’s weighing a potential initial public offering. “For Immediate Release” opens with an investment banker hunkered over agency documents, in the midst of preliminary due diligence.

The banker proposes selling 400,000 shares to the public at $9 a share. Given Sterling Cooper’s existing 1.5 million outstanding shares, that would have valued the agency at $17.1 million â€" or about $114.4 million in today’s dollars.

Sterling Cooper eventually improved its position, winning a higher proposed price of $11 a share. That would have valued the agency at $20.9 million, or $139.8 million today.

By May 1968, when the episode is set, seven firms had held I.P.O.’s, according to Ad Age. Among them: Wells Rich Greene and Papert, Koenig, Lois.

Over all, 21 agencies went public between 1962 and 1973, according to a 2008 research paper by Andrew von Nordenflycht, a business professor at Simon Fraser University. Among them were major shops like Doyle Dane Bernbach and Ogilvy & Mather, the latter of which once counted Berkshire Hathaway among its shareholders.


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Inside AMC’s “Mad Men”

Behind the flood of offerings was the booming stock market of the 1960s, which prompted bankers to seek out ever more companies to pitch to investors. Services companies like ad agencies became hot commodities, playing off the allure of Madison Avenue and its mad ad men.

The trough wasn’t restricted to the big names. As the unnamed banker notes, there was precedent for small advertising agencies going public. An article in The New York Times on Feb. 13, 1968 detailed the I.P.O. of Adams Dana Silverstein, then the tiniest firm in the industry to begin trading publicly.

“We made our decision to go public â€" a gutsy one â€" six months after we started and our reason was that we wanted to build a damn good agency and staff,” D. W. Silverstein, the firm’s president, told The Times.

Yet the bubble eventually burst, violently. Of the 21 agencies that had held I.P.O.’s, two failed and six had gone private by 1978, according to Professor von Nordenflycht. Today, the advertising concerns that remain publicly traded are largely the giant conglomerates like Omnicom and WPP, which own scores of smaller imprints.

Why? Consider Sterling Cooper. News that Jaguar had left as a client prompted an apoplectic fit by junior partner Pete Campbell, and with good reason: Don’s summary firing of the car company took away a significant amount of revenue. It wasn’t the first time the firm had suffered from a client departure, Lucky Strike’s exit chief among them.

And as service businesses, ad agencies are at the mercy of client fees rolling in, a lumpy operating model that wins little favor among many investors. The same problem prompted investment banks like Lazard and Evercore Partners to add steady-revenue businesses like asset management for smoother earnings.

Adams Dana Silverstein’s very reason for going public proves the point. From the Times article:

The idea of going public came when the agency, which was founded in July, 1966, had just lost its first account. “We were just sitting here,” said Bill Silverstein, “having just lost an account and had just staffed up. We didn’t want to go backward. So we said, ‘Why not go public?’”

As Professor von Nordenflycht notes, the ad industry of the time wasn’t sitting on particularly notable growth or profitability during the early 1960s.

And the firms taking these agencies public weren’t always of the highest caliber. Name partner Bert Cooper sniffs that the banker pitching Sterling Cooper â€" who was earlier shown furiously punching an adding machine â€" conducted only 20 minutes of analysis.

His dismissive reply to the banker’s preliminary estimate hinted of the army of drones seeking business: “I can’t take this to the rest of partners, but I can take it to other underwriters.”

Adams Dana Silverstein was taken public by the Hancock Securities Corporation, was eventually expelled from the National Association of Securities Dealers in 1972, according to The Times. The bank’s president, Mortimer Tover, was barred from the industry as well and fined $5,000.

Not that any of this mattered anyway. By episode’s end, DealBook had its second reason to pay close attention: Don struck a secret deal with his main rival, Ted Chaough, to merge their guppy-sized agencies and win business from Chevy.

Peter Eavis contributed reporting.



BMC Deal Shows How an Activist Strategy Can Work

Elliott Management has once again pushed a technology firm into selling itself. This time BMC Software is going for $6.9 billion to a private equity group led by Bain Capital and Golden Gate Capital. At $46.25 a share, the 2 percent headline premium over Friday’s closing price may seem tiny. But that’s more than a 30 percent return for Elliott, adding to its record of similar successes at Novell, Packeteer and Blue Coat.

BMC was a prototypical case of a tech company that lost its mojo. Its software for running mainframe computers is solidly profitable. But public market investors don’t like businesses that are in long-term decline as their customers gradually shift to newer technologies. BMC’s server and network business has better long-term prospects, but growth has been sluggish. On top of that, BMC’s margins were lower than those at bigger peers, and management had squandered capital on acquisitions in an attempt to stay relevant.

Tech zombies can, however, wander about for years - and throw off a lot of cash in the process. BMC, for example, has been touted as a potential takeover candidate for the past decade. Elliott emerged as a big investor in BMC in early 2012. While the stock quickly rose from around $35 when news of the fund’s involvement broke, it took about a year of effort to actually achieve a sale. The campaign included public pressure for a sale, a proxy fight, the appointment of two new directors to the board and ultimately a successful auction.

Plan A was probably for a deep-pocketed rival to pay up for BMC. But with Hewlett-Packard and Dell struggling, I.B.M. out of the picture for antitrust reasons, and SAP and Oracle consumed with bigger battles, that didn’t happen The relatively predictable nature of BMC’s enterprise software business - in contrast, say, to Dell’s more quickly declining PC operations - and its relatively unlevered balance sheet ensured that as an alternative there would be private equity interest.

Not only did Elliott stick to its guns, a characteristic also evident in the firm’s pursuit of Argentina over defaulted bonds, the fund also picked its target so that even Plan B stood a good chance of proving profitable. Flightier would-be activists could learn from that.

Robert Cyran is a columnist for Reuters Breakingviews. For more independent commentary and analysis, visit breakingviews.com.



On Wall Street, Recovering Money From Rogue Employees

It seems it should be a fairly intuitive policy: employees who violate the law should not be entitled to keep big bonuses earned based on illegal behavior.

Until recent years, recovering that money wasn’t a given on Wall Street. Firms are starting to insert provisions in employment contracts, however, allowing them to claw back compensation from employees who violate the law.

The latest such move was announced last week by the hedge fund SAC Capital Advisors and its owner, Steven A. Cohen. The firm, which is the focus of an insider trading investigation, said it would use such measures to bolster its compliance practices.

A clawback is a means to recover money paid to an employee while the employee was engaging in wrongdoing that came to light later. It reflects the notion that a thief should not be allowed to enjoy the fruits of the crime, even if no one notices the violation until later.

A clawback is a fairly simple mechanism that gives an employer the contractual right to recover compensation paid in salary, bonus and deferred stock grants if certain conditions are met. One trigger can be that employees engaged in wrongdoing that helped to inflate their pay.

Clawbacks have become much more common in recent years as companies have sought to recover at least some of the costs of government investigations that can result in millions of dollars in expenses for legal fees and settlements. They have also been used in seeking recoveries from the “net winners” who invested in the Ponzi scheme perpetrated by Bernard L. Madoff.

In cases where insider trading is involved, putting in place clawback provisions at hedge funds is a logical step because of the risk that misuse of inside information can quickly cause a firm’s demise when charges are filed. Some hedge funds tainted by insider trading have shut down in the face of investor withdrawals, even if only a small part of the firm is involved.

Congress has embraced clawbacks as a means to redress corporate misconduct. The Dodd-Frank Act has a provision called “Recovery of Erroneously Awarded Compensation.” The rule requires publicly traded companies to adopt policies under which executive officers must return up to three years of incentive-based compensation if there is an accounting restatement. The Sarbanes-Oxley Act, adopted after the financial chicanery at Enron and WorldCom, has a similar provision limited to just the chief executive and chief accounting officer at a company.

JPMorgan Chase used its mandated clawback provision to recover compensation from traders involved in the so-called London whale transactions, which have cost the bank over $6 billion in losses.

Even without a clawback provision in place, some firms have refused to pay deferred compensation to former officials convicted of insider trading, and even sought to reclaim compensation paid years earlier.

One means to seek to recover compensation has been to use the process of sentencing defendants through the Mandatory Victims Restitution Act. Under that statute, a victim of a crime can seek to recover any “property” lost in the crime.

Compensation would not appear to qualify when a firm benefited from the insider trading by one of its employees. Some courts, however, have taken an expansive view of what can be recovered from an employee who trades on confidential information.

For example, in the sentencing of Joseph F. Skowron III, for insider trading, a court ordered him to return $6.4 million to Morgan Stanley, his former employer, representing 20 percent of his compensation from 2007 to 2010. He appealed the restitution order to the United States Court of Appeals for the Second Circuit in Manhattan in January, and a decision should be announced soon.

Others have gone so far as to revoke deferred compensation owed to a defendant convicted of insider trading without resorting to the courts, essentially daring the former employee to sue to recover any amounts owed.

Goldman Sachs terminated restricted stock units and options worth approximately $1 million owed to Rajat Gupta from his service on the bank’s board. He was convicted for tipping Raj Rajaratnam about corporate developments at Goldman, a case that caused the firm substantial embarrassment.

Level Global, a shuttered hedge fund firm, has not paid more than $37 million in deferred compensation to Anthony Chiasson, one of its founders, after his conviction for insider trading. In a memorandum filed with the district court ahead of his sentencing next week, Mr. Chiasson asserts that the firm “improperly converted” his compensation without legal authorization.

While clawbacks are required for large public companies, these provisions are limited to executive officers and usually are put into effect because of accounting restatements, something that has little relevance for insider trading cases.

By instituting an express clawback provision, SAC is part of a trend on Wall Street to make this part of employment agreements.

Unlike the self-help approach taken by Goldman and Level Global, a clear policy on clawing back compensation can put a firm on stronger legal ground to revoke deferred compensation awaiting distribution. Some could even go a step further by including a right to recover salary and bonuses previously paid if the employee is found guilty of a crime.

While SAC promoted its clawback as part of an approach of “zero tolerance for wrongdoing,” whether this type of policy will have any deterrent effect on insider trading is another issue. DealBook noted the skepticism of a former federal prosecutor now in private practice who asked, “Do they need an inducement to not violate the law?”

The answer, of course, is that the wealth to be gained from trading on confidential information is so powerful that the potential threat of losing a few years’ worth of deferred compensation is unlikely to be enough to stop someone from violating the law. The string of insider trading cases pursued by the Justice Department over the last four years shows just how much pressure there is on hedge funds to produce results, with inside information serving as the currency for many successful trades.

A clawback is more of a salve to make a firm feel a little bit better when misconduct is discovered in its ranks. Even if insider trading cannot be stopped, at least the policy might help keep some money away from a miscreant employee while showing that a firm is taking a small measure to ensure compliance with the law.

US v Chiasson Sentencing Memorandum on Behalf of Chiasson



China’s Changing Internet Landscape

China was on vacation much of last week for the May 1 Worker’s Day holiday, but executives at two of China’s most important Internet companies were busy completing a deal that may reshape the country’s Internet.

Alibaba, China’s largest e-commerce and online payments firm, announced that it had bought an 18 percent stake in Sina’s Weibo subsidiary for $586 million in a deal expected to jump-start Sina’s revenues through social commerce. Weibo, a microblogging service somewhat akin to Twitter, is one of China’s biggest social networks. Think Amazon or eBay investing into Twitter.

China’s top three Internet companies, known as the BATs, are Baidu, Alibaba and Tencent. Baidu, listed on the Nasdaq market, has a market capitalization of just under $30 billion. Alibaba is private but an eventual initial public offering, likely in either the United States or Hong Kong, could make the company one of the most valuable Internet firms in the world. Tencent is listed in Hong Kong and is worth nearly $65 billion, or almost as much as Facebook.

Mobile Internet usage is growing rapidly in China, in large part because of the proliferation of Google’s Android and cheap smartphones made in China. Sunday’s CCTV Evening News dedicated the first three minutes of the broadcast to a report about surging smartphone use and the benefits to China’s economy from the increasing consumption that the mobile Internet is expected to drive.

Weibo’s several hundred million users now access the service more from mobile devices than from PCs. The deal with Sina is part of Alibaba’s strategy, along with other initiatives like developing a new mobile operating system, Alibaba Mobile OS, to become the leading mobile firm in China. According to a report in Monday’s issue of Caixin, one of China’s top business magazines, Baidu was also negotiating with Sina for a Weibo deal. A Baidu representative declined to comment on that claim.

Tencent has its own Weibo service (weibo is the Chinese word for microblogging) as well as WeChat, a mobile messaging and social networking service that has several hundred million registered users. In December this column cited WeChat as one of the eight trends to keep an eye on in 2013.

All this activity and wealth creation is happening inside of what the Economist magazine, in an excellent recent report on China’s Internet, termed a “giant cage.” But there are recent signs that the government is concerned the cage may need strengthening.

The previous column noted that the government appears to be reining in the more salacious online exposes of corruption that occurred over the last few months in favor of channeling them into official outlets.

On May 2 China’s State Internet Information Office declared war against online rumors because they “have impaired the credibility of online media, disrupted normal communication order, and aroused great aversion among the public.” One report suggests the regulators have some of the most influential users of Sina Weibo, those with millions or tens of millions of followers, in their sights. Online rumors have been a real problem, but crackdowns against them can be used for broader goals.

Last week’s announcement follows a new rule to tighten media controls, especially in regards to Weibo, issued in April, and an essay titled “How is the Party to Manage the Media Well in the New Era?” by a propaganda official who in 2010 wrote the influential book “The Art of Guiding Public Opinion.”

There have been campaigns against online rumors before. The most concerted efforts to reign in Weibo began after the sixth plenum of the 17th Party Congress in October 2011 when official media declared that “Internet rumors are like drugs” and propaganda work should focus on “strengthening the channeling and control of social media and real-time communication tools.” That campaign was followed by the December 2011 requirement for real name registration of Weibo users.

Strict implementation does not always follow rule promulgation in China, and the real name registration requirement was largely ignored. Sina admitted as much in its 2011 and 2012 20-F annual filings with the Securities and Exchange Commission. Here is what the company wrote in the recent 2012 filing:

We are required to, but have not, verified the identities of all of our users who post on Weibo, and our noncompliance exposes us to potentially severe penalty by the Chinese government.

The regulators may not always succeed the first time but it would be a mistake to assume they will not keep pushing the issue, especially when propaganda work and ideology are so core to the party’s control. At the end of March, the State Council released its task list for the next five years and one of the items is an Internet real name registration system by June 30, 2014.

The Alibaba deal is about strengthening mobile positioning and spurring social commerce. The government would probably be pleased to see Weibo shift from being a hotbed of social and political commentary and critiques to more of an online shopping arcade that, through integrated online payment functionality, has the voluntary real name registrations of many users.

Just as China’s leadership is clear it will pursue economic reform without structural political reform, so it also appears intent on building a commercially vibrant yet managed Internet, an “Internet with Chinese characteristics.” Given the scale of business activity and wealth creation on the Chinese Internet, the cage looks quite gilded and may prove far more robust than many expect.



China’s Changing Internet Landscape

China was on vacation much of last week for the May 1 Worker’s Day holiday, but executives at two of China’s most important Internet companies were busy completing a deal that may reshape the country’s Internet.

Alibaba, China’s largest e-commerce and online payments firm, announced that it had bought an 18 percent stake in Sina’s Weibo subsidiary for $586 million in a deal expected to jump-start Sina’s revenues through social commerce. Weibo, a microblogging service somewhat akin to Twitter, is one of China’s biggest social networks. Think Amazon or eBay investing into Twitter.

China’s top three Internet companies, known as the BATs, are Baidu, Alibaba and Tencent. Baidu, listed on the Nasdaq market, has a market capitalization of just under $30 billion. Alibaba is private but an eventual initial public offering, likely in either the United States or Hong Kong, could make the company one of the most valuable Internet firms in the world. Tencent is listed in Hong Kong and is worth nearly $65 billion, or almost as much as Facebook.

Mobile Internet usage is growing rapidly in China, in large part because of the proliferation of Google’s Android and cheap smartphones made in China. Sunday’s CCTV Evening News dedicated the first three minutes of the broadcast to a report about surging smartphone use and the benefits to China’s economy from the increasing consumption that the mobile Internet is expected to drive.

Weibo’s several hundred million users now access the service more from mobile devices than from PCs. The deal with Sina is part of Alibaba’s strategy, along with other initiatives like developing a new mobile operating system, Alibaba Mobile OS, to become the leading mobile firm in China. According to a report in Monday’s issue of Caixin, one of China’s top business magazines, Baidu was also negotiating with Sina for a Weibo deal. A Baidu representative declined to comment on that claim.

Tencent has its own Weibo service (weibo is the Chinese word for microblogging) as well as WeChat, a mobile messaging and social networking service that has several hundred million registered users. In December this column cited WeChat as one of the eight trends to keep an eye on in 2013.

All this activity and wealth creation is happening inside of what the Economist magazine, in an excellent recent report on China’s Internet, termed a “giant cage.” But there are recent signs that the government is concerned the cage may need strengthening.

The previous column noted that the government appears to be reining in the more salacious online exposes of corruption that occurred over the last few months in favor of channeling them into official outlets.

On May 2 China’s State Internet Information Office declared war against online rumors because they “have impaired the credibility of online media, disrupted normal communication order, and aroused great aversion among the public.” One report suggests the regulators have some of the most influential users of Sina Weibo, those with millions or tens of millions of followers, in their sights. Online rumors have been a real problem, but crackdowns against them can be used for broader goals.

Last week’s announcement follows a new rule to tighten media controls, especially in regards to Weibo, issued in April, and an essay titled “How is the Party to Manage the Media Well in the New Era?” by a propaganda official who in 2010 wrote the influential book “The Art of Guiding Public Opinion.”

There have been campaigns against online rumors before. The most concerted efforts to reign in Weibo began after the sixth plenum of the 17th Party Congress in October 2011 when official media declared that “Internet rumors are like drugs” and propaganda work should focus on “strengthening the channeling and control of social media and real-time communication tools.” That campaign was followed by the December 2011 requirement for real name registration of Weibo users.

Strict implementation does not always follow rule promulgation in China, and the real name registration requirement was largely ignored. Sina admitted as much in its 2011 and 2012 20-F annual filings with the Securities and Exchange Commission. Here is what the company wrote in the recent 2012 filing:

We are required to, but have not, verified the identities of all of our users who post on Weibo, and our noncompliance exposes us to potentially severe penalty by the Chinese government.

The regulators may not always succeed the first time but it would be a mistake to assume they will not keep pushing the issue, especially when propaganda work and ideology are so core to the party’s control. At the end of March, the State Council released its task list for the next five years and one of the items is an Internet real name registration system by June 30, 2014.

The Alibaba deal is about strengthening mobile positioning and spurring social commerce. The government would probably be pleased to see Weibo shift from being a hotbed of social and political commentary and critiques to more of an online shopping arcade that, through integrated online payment functionality, has the voluntary real name registrations of many users.

Just as China’s leadership is clear it will pursue economic reform without structural political reform, so it also appears intent on building a commercially vibrant yet managed Internet, an “Internet with Chinese characteristics.” Given the scale of business activity and wealth creation on the Chinese Internet, the cage looks quite gilded and may prove far more robust than many expect.



China’s Changing Internet Landscape

China was on vacation much of last week for the May 1 Worker’s Day holiday, but executives at two of China’s most important Internet companies were busy completing a deal that may reshape the country’s Internet.

Alibaba, China’s largest e-commerce and online payments firm, announced that it had bought an 18 percent stake in Sina’s Weibo subsidiary for $586 million in a deal expected to jump-start Sina’s revenues through social commerce. Weibo, a microblogging service somewhat akin to Twitter, is one of China’s biggest social networks. Think Amazon or eBay investing into Twitter.

China’s top three Internet companies, known as the BATs, are Baidu, Alibaba and Tencent. Baidu, listed on the Nasdaq market, has a market capitalization of just under $30 billion. Alibaba is private but an eventual initial public offering, likely in either the United States or Hong Kong, could make the company one of the most valuable Internet firms in the world. Tencent is listed in Hong Kong and is worth nearly $65 billion, or almost as much as Facebook.

Mobile Internet usage is growing rapidly in China, in large part because of the proliferation of Google’s Android and cheap smartphones made in China. Sunday’s CCTV Evening News dedicated the first three minutes of the broadcast to a report about surging smartphone use and the benefits to China’s economy from the increasing consumption that the mobile Internet is expected to drive.

Weibo’s several hundred million users now access the service more from mobile devices than from PCs. The deal with Sina is part of Alibaba’s strategy, along with other initiatives like developing a new mobile operating system, Alibaba Mobile OS, to become the leading mobile firm in China. According to a report in Monday’s issue of Caixin, one of China’s top business magazines, Baidu was also negotiating with Sina for a Weibo deal. A Baidu representative declined to comment on that claim.

Tencent has its own Weibo service (weibo is the Chinese word for microblogging) as well as WeChat, a mobile messaging and social networking service that has several hundred million registered users. In December this column cited WeChat as one of the eight trends to keep an eye on in 2013.

All this activity and wealth creation is happening inside of what the Economist magazine, in an excellent recent report on China’s Internet, termed a “giant cage.” But there are recent signs that the government is concerned the cage may need strengthening.

The previous column noted that the government appears to be reining in the more salacious online exposes of corruption that occurred over the last few months in favor of channeling them into official outlets.

On May 2 China’s State Internet Information Office declared war against online rumors because they “have impaired the credibility of online media, disrupted normal communication order, and aroused great aversion among the public.” One report suggests the regulators have some of the most influential users of Sina Weibo, those with millions or tens of millions of followers, in their sights. Online rumors have been a real problem, but crackdowns against them can be used for broader goals.

Last week’s announcement follows a new rule to tighten media controls, especially in regards to Weibo, issued in April, and an essay titled “How is the Party to Manage the Media Well in the New Era?” by a propaganda official who in 2010 wrote the influential book “The Art of Guiding Public Opinion.”

There have been campaigns against online rumors before. The most concerted efforts to reign in Weibo began after the sixth plenum of the 17th Party Congress in October 2011 when official media declared that “Internet rumors are like drugs” and propaganda work should focus on “strengthening the channeling and control of social media and real-time communication tools.” That campaign was followed by the December 2011 requirement for real name registration of Weibo users.

Strict implementation does not always follow rule promulgation in China, and the real name registration requirement was largely ignored. Sina admitted as much in its 2011 and 2012 20-F annual filings with the Securities and Exchange Commission. Here is what the company wrote in the recent 2012 filing:

We are required to, but have not, verified the identities of all of our users who post on Weibo, and our noncompliance exposes us to potentially severe penalty by the Chinese government.

The regulators may not always succeed the first time but it would be a mistake to assume they will not keep pushing the issue, especially when propaganda work and ideology are so core to the party’s control. At the end of March, the State Council released its task list for the next five years and one of the items is an Internet real name registration system by June 30, 2014.

The Alibaba deal is about strengthening mobile positioning and spurring social commerce. The government would probably be pleased to see Weibo shift from being a hotbed of social and political commentary and critiques to more of an online shopping arcade that, through integrated online payment functionality, has the voluntary real name registrations of many users.

Just as China’s leadership is clear it will pursue economic reform without structural political reform, so it also appears intent on building a commercially vibrant yet managed Internet, an “Internet with Chinese characteristics.” Given the scale of business activity and wealth creation on the Chinese Internet, the cage looks quite gilded and may prove far more robust than many expect.



China’s Changing Internet Landscape

China was on vacation much of last week for the May 1 Worker’s Day holiday, but executives at two of China’s most important Internet companies were busy completing a deal that may reshape the country’s Internet.

Alibaba, China’s largest e-commerce and online payments firm, announced that it had bought an 18 percent stake in Sina’s Weibo subsidiary for $586 million in a deal expected to jump-start Sina’s revenues through social commerce. Weibo, a microblogging service somewhat akin to Twitter, is one of China’s biggest social networks. Think Amazon or eBay investing into Twitter.

China’s top three Internet companies, known as the BATs, are Baidu, Alibaba and Tencent. Baidu, listed on the Nasdaq market, has a market capitalization of just under $30 billion. Alibaba is private but an eventual initial public offering, likely in either the United States or Hong Kong, could make the company one of the most valuable Internet firms in the world. Tencent is listed in Hong Kong and is worth nearly $65 billion, or almost as much as Facebook.

Mobile Internet usage is growing rapidly in China, in large part because of the proliferation of Google’s Android and cheap smartphones made in China. Sunday’s CCTV Evening News dedicated the first three minutes of the broadcast to a report about surging smartphone use and the benefits to China’s economy from the increasing consumption that the mobile Internet is expected to drive.

Weibo’s several hundred million users now access the service more from mobile devices than from PCs. The deal with Sina is part of Alibaba’s strategy, along with other initiatives like developing a new mobile operating system, Alibaba Mobile OS, to become the leading mobile firm in China. According to a report in Monday’s issue of Caixin, one of China’s top business magazines, Baidu was also negotiating with Sina for a Weibo deal. A Baidu representative declined to comment on that claim.

Tencent has its own Weibo service (weibo is the Chinese word for microblogging) as well as WeChat, a mobile messaging and social networking service that has several hundred million registered users. In December this column cited WeChat as one of the eight trends to keep an eye on in 2013.

All this activity and wealth creation is happening inside of what the Economist magazine, in an excellent recent report on China’s Internet, termed a “giant cage.” But there are recent signs that the government is concerned the cage may need strengthening.

The previous column noted that the government appears to be reining in the more salacious online exposes of corruption that occurred over the last few months in favor of channeling them into official outlets.

On May 2 China’s State Internet Information Office declared war against online rumors because they “have impaired the credibility of online media, disrupted normal communication order, and aroused great aversion among the public.” One report suggests the regulators have some of the most influential users of Sina Weibo, those with millions or tens of millions of followers, in their sights. Online rumors have been a real problem, but crackdowns against them can be used for broader goals.

Last week’s announcement follows a new rule to tighten media controls, especially in regards to Weibo, issued in April, and an essay titled “How is the Party to Manage the Media Well in the New Era?” by a propaganda official who in 2010 wrote the influential book “The Art of Guiding Public Opinion.”

There have been campaigns against online rumors before. The most concerted efforts to reign in Weibo began after the sixth plenum of the 17th Party Congress in October 2011 when official media declared that “Internet rumors are like drugs” and propaganda work should focus on “strengthening the channeling and control of social media and real-time communication tools.” That campaign was followed by the December 2011 requirement for real name registration of Weibo users.

Strict implementation does not always follow rule promulgation in China, and the real name registration requirement was largely ignored. Sina admitted as much in its 2011 and 2012 20-F annual filings with the Securities and Exchange Commission. Here is what the company wrote in the recent 2012 filing:

We are required to, but have not, verified the identities of all of our users who post on Weibo, and our noncompliance exposes us to potentially severe penalty by the Chinese government.

The regulators may not always succeed the first time but it would be a mistake to assume they will not keep pushing the issue, especially when propaganda work and ideology are so core to the party’s control. At the end of March, the State Council released its task list for the next five years and one of the items is an Internet real name registration system by June 30, 2014.

The Alibaba deal is about strengthening mobile positioning and spurring social commerce. The government would probably be pleased to see Weibo shift from being a hotbed of social and political commentary and critiques to more of an online shopping arcade that, through integrated online payment functionality, has the voluntary real name registrations of many users.

Just as China’s leadership is clear it will pursue economic reform without structural political reform, so it also appears intent on building a commercially vibrant yet managed Internet, an “Internet with Chinese characteristics.” Given the scale of business activity and wealth creation on the Chinese Internet, the cage looks quite gilded and may prove far more robust than many expect.



In Hong Kong, Firms Bulk Up on Bankers to Bolster I.P.O.’s

HONG KONG â€" After a lackluster 2012 and slow start this year, Hong Kong’s financiers are hoping to revive interest in initial public offerings. To test investor appetite, many companies are hiring armies of investment bankers in their efforts to market new shares.

In the three years through the end of 2011, Hong Kong had ranked as the world’s biggest I.P.O. market by the amount of money raised. Yet so far this year, new share sales have declined 14.3 percent, to $1.12 billion, from the period a year earlier, according to Thomson Reuters data. Companies seem to believe that the answer to turn fortunes around is to employ large numbers of stock underwriters.

On Monday, the China Galaxy Securities Company, a midsize state-owned brokerage firm that is aiming to raise about $1.4 billion in its Hong Kong offering, hired 21 banks to help execute its deal. Those included big Wall Street firms like JPMorgan Chase and Goldman Sachs as well as the small Hong Kong brokerage units of mainland Chinese banks, according to a person with direct knowledge of the offering.

Sinopec Engineering, a spinoff from China Petrochemical, also started to promote an offering on Monday. It has 13 banks working on its deal, which seeks to raise as much as 17.4 billion Hong Kong dollars ($2.24 billion).

The number of listed underwriters stands in contrast to big offerings in the United States. For instance, Facebook’s $16 billion listing, the biggest I.P.O. of 2012, involved 11 investment banks to help get the deal done.

Chinese companies appear to be making such moves as a way to price their deals as high as possible despite the risk that doing so could lead the shares to slump once trading begins.

“You’ve got a lousy market and companies who don’t want to leave anything to chance to get their deals done, because they’ve seen so many deals go sideways,” said one capital markets lawyer in Hong Kong who declined to be identified, citing his relationships with banks. “The mentality is, why not just keep adding banks? It gives them more comfort.”

Just a few years ago, only a handful of banks were involved on large deals. From 2003 to 2009, a period defined by blockbuster Chinese privatizations, Hong Kong I.P.O.’s worth $1 billion or more usually involved two to four banks acting as underwriters, according to figures from Dealogic. That rose to an average of five to six banks on such deals in 2010 and 2011.

Last year, the figure soared to an average of 14 banks a deal â€" including the $3.6 billion offering in November by the People’s Insurance Company of China, which had 17 banks working on it.

Investment banks, however, worry that the trend toward more firms is making it a less-profitable market for new listings. Having so many competitors involved in a deal decreases everyone’s share of a fee pool that is fixed, sometimes to the point that helping sell an I.P.O. is no longer profitable.

“It’s not a very sophisticated way of doing things, and it ties up the whole street,” said one person with direct knowledge of the Galaxy offering, who spoke on the condition of anonymity because the details were not public. “As an industry, we should probably boycott these kind of deals, but when you’re talking about big, state-related Chinese issuers, it’s going to take a brave man to say no.”

China Galaxy Securities, for instance, is selling 1.57 billion shares at 4.99 Hong Kong dollars to 6.77 dollars apiece, according to a term sheet. The joint global coordinators of the deal are JPMorgan, Goldman Sachs, China Galaxy International, ABCI Securities and Nomura, with 16 other banks acting as underwriters. Representatives of the company could not be reached for comment. The deal is expected to price on May 15 and begin trading on May 22.

Sinopec Engineering is aiming to sell 1.328 billion shares at a price of 9.80 dollars to 13.10 dollars apiece, a separate term sheet showed. JPMorgan, Citic Securities, UBS and Goldman Sachs are joint global coordinators of the I.P.O., and an additional nine banks are acting as underwriters. It is scheduled to price on May 16 and begin trading on May 23.

The trend toward adding underwriters can lead to a host of problems, both for the banks that bring deals to market and for the people who invest in the regular part of the offerings.

Chinese companies are also relying increasingly on so-called cornerstone investors, who commit to buy a large part of an I.P.O. in advance. In Hong Kong, such investors agree to hold shares for a fixed period, usually six months. But sometimes, more than half the total offering is being set aside for cornerstone investors, decreasing the liquidity, or the volume of shares available for trading.

Cornerstone investors have committed about $280 million to the China Galaxy Securities I.P.O., and $350 million to the Sinopec Engineering deal.

For Wall Street banks, being a small part of such deals can be a matter of keeping their brand names in front of investors and corporations, even at the expense of the bottom line. Participating in big offerings, in particular, helps banks raise their rankings among their peers, the so-called league tables used in part to evaluate bankers’ performance.

One person with direct knowledge of the two upcoming offerings cited previous deals in which fee income for banks went as low as $50,000. At such a level, the person said, the fee becomes meaningless, but participation still “gets you on the league tables.”



Investor Group Buys BMC for $6.9 Billion

BMC Software Inc. agreed on Monday to sell itself to a group of investors led by Bain Capital and Golden Gate Capital for about $6.9 billion, completing a campaign by an activist hedge fund to push the company into a deal.

Under the agreement’s terms, the buyers’ group â€" which includes the Government of Singapore Investment Corporation and Insight Venture Partners â€" will pay $46.25 a share in cash.

That represents a 14 percent premium to BMC’s share price on May 11, 2012, the last business day before the company disclosed that Elliott Management had taken a big stake â€" now up to about 9.6 percent â€" and was urging a sale. After initially resisting the activist fund, the two sides reached a compromise, with Elliott gaining two board seats and BMC beginning to explore a sale last fall.

A number of buyout firms emerged during the auction process over recent months, though by last week the Bain and Golden Gate consortium took the lead.

“After a thorough review of strategic alternatives, the BMC board of directors is pleased to reach this agreement, which provides shareholders with immediate and substantial cash value, as well as a premium to our unaffected share price,” Bob Beauchamp, BMC’s chairman and chief executive, said in a statement.

Jesse Cohn, the Elliott portfolio manager who led the firm’s campaign, added: “Elliott applauds the BMC Software board and executive leadership for delivering this value-maximizing outcome for stockholders, which both contains a go-shop provision and reflects what we believe is a substantial premium to BMC’s unaffected stock price.”

As part of the deal, BMC will have 30 days to try to find higher bids.

Credit Suisse, the Royal Bank of Canada and Barclays will provide debt financing.

BMC was advised by Morgan Stanley, Bank of America Merrill Lynch and the law firm Wachtell, Lipton, Rosen & Katz. The investors received financial advice from Qatalyst Partners, the boutique bank run by Frank Quattrone; Credit Suisse; RBC Capital Markets; and Barclays.

The investor group was counseled by Kirkland & Ellis and PricewaterhouseCoopers. GIC was also advised by Sidley Austin, while Insight Venture Partners was also advised by Willkie Farr & Gallagher.



New York to Sue Bank of America and Wells Fargo Over Settlement Violations

New York’s top prosecutor is poised to sue Bank of America and Wells Fargo over claims that they violated terms of a $26 billion mortgage settlement, according to several people briefed on the matter.

Eric T. Schneiderman, New York attorney general, paved the way on Monday for a lawsuit against both banks for “repeatedly violating” the terms of the National Mortgage Settlement, a sweeping pact brokered last year between five of the nation’s biggest banks and 49 state attorneys general over foreclosure abuses. The move by Mr. Schneiderman is the first time that an attorney general has readied a lawsuit against one of the five participating banks for running afoul of the settlement. More attorneys general could follow Mr. Schneiderman’s lead.

Under the terms of the settlement, which was aimed at halting the housing market’s downward slide and providing relief to languishing homeowners, the banks had to improve their servicing standards. The guidelines outline more than 300 servicing standards that each bank must follow when working with struggling homeowners. Those terms include notifying borrowers within five days that the banks have received necessary documents to complete a loan modification.

Such servicing standards were heralded as much-needed relief for homeowners who were ensnared in a maddening bureaucratic maze when seeking foreclosure relief. Homeowners seeking help with their mortgage were often unable to get through to a bank representative. Other times, they were asked repeatedly for the same documents multiple times.

When the settlement was being hashed out last February, housing advocates seized on the servicing standards as a crucial element of the settlement, but some doubted whether they would be backed by state and federal muscle.

Since October 2012, Mr. Schneiderman’s office, according to the people familiar with the matter, have documented 210 separate violations against Wells Fargo and 129 against Bank of America.

The mortgage settlement emerged from an investigation into mortgage servicing by all 50 state attorneys general that was introduced in the fall of 2010 amid an uproar over revelations that banks evicted people with false or incomplete documentation.

Wells Fargo and Bank of America could not be immediately reached for comment.



Apollo’s First-Quarter Profit Jumps 72%

Growing markets contributed to another sterling quarter at Apollo Global Management.

The private equity giant reported a 72 percent jump in profit for the first quarter, to $792 million, as the value of the its holdings rose and the firm sold some of its investments.

Apollo’s profit, reported as total economic income and which includes unrealized investment gains, amounted to $1.89 a share. Analysts on average had expected $1.22 a share, according to Standard & Poor’s Capital IQ.

Using generally accepted accounting principles, the firm earned $249 million for the quarter, or $1.60 a share.

Private equity firms have continued to benefit from the continued strength in the global stock and debt markets. They have allowed Apollo and its rivals to finance new deals â€" generating fees and deploying investor capital â€" and sell existing holdings to realize profits.

During the quarter, Apollo sold its investments in LyondellBasell and Charter Communications.

“Apollo is off to a great start in 2013 with solid first quarter results,” Leon D. Black, Apollo’s chairman and chief executive, said in a statement. “Over the last four quarters, we have generated nearly $14 billion of realizations and paid out $2.26 of cash per share, demonstrating yet again the substantial earnings and cash generating power of Apollo’s integrated investment platform.”



Crestwood to Merge With Inergy in $7 Billion Deal

Crestwood Midstream Partners L.P. agreed to buy control of a fellow gas pipeline operator, Inergy L.P., on Monday to form a company with a combined enterprise value of about $7 billion, as the boom in drilling continues to foster deal-making.

The complicated takeover is built on a series of cash-and-stock transactions, in which Crestwood Midstream and its affiliate, Crestwood Holdings, will take over Inergy and a related master limited partnership, Inergy Midstream L.P.

Together, the combined company will provide pipeline and other services in some of the biggest oil-drilling areas on the continent, including the Marcellus, Bakken and Eagleford shale formations. The merged pipeline operator is expected to generate about $450 million in earnings before interest, taxes, depreciation and amortization this year.

Crestwood’s chairman and chief executive, Robert G. Phillips, will hold those roles at the combined company.

“We view this transaction as a merger of equals through which we are creating a larger, more diversified operating platform that will be highly attractive to investors, customers, creditors and employees,” Mr. Phillips said in a statement.

Crestwood is controlled by the private equity firm First Reserve, which currently owns all of Crestwood Holdings and about 43 percent of Crestwood Midstream’s limited partner units.

Crestwood was advised by Citigroup and the law firms Simpson Thacher & Bartlett and Akin Gump Strauss Hauer & Feld, while Crestwood Midstream’s board was advised by Evercore Partners and the law firm Morris, Nichols, Arsht & Tunnell.

Inergy and Inergy Midstream was advised by Greenhill & Company, the Jefferies Group and Vinson & Elkins. An independent committee of Inergy directors was advised by SunTrust Robinson Humphrey and the law firm Richards, Layton & Finger, while a similar committee on Inergy Midstream’s board was advised by Tudor Pickering Holt and the law firm Potter Anderson & Corroon.



Finding Fault With JPMorgan’s Directors

Institutional Shareholder Services, the influential advisory firm, has recommended that JPMorgan Chase investors withhold their support for three directors, citing “material failures of stewardship and risk oversight” after last year’s huge trading loss, Susanne Craig and Jessica Silver-Greenberg write in DealBook. The directors, David M. Cote, James S. Crown and Ellen V. Futter, serve on the board’s risk policy committee. Only under “extraordinary circumstances” does I.S.S. consider recommending that shareholders oppose directors, the advisory firm said in its report.

“The board appears to have been largely reactive, making changes only when it was clear it could no longer maintain the status quo,” I.S.S. wrote in its 33-page report on JPMorgan, released late on Friday. “The company’s board is in need of refreshment and it should begin searching for seasoned directors with financial and risk expertise.” Several big investors interviewed over the weekend said they were struck by the harshness of the criticism, DealBook writes. I.S.S. also supported, as expected, a proposal to split the roles of chairman and chief executive, a move that could strip Jamie Dimon of the dual role. (On CNBC on Monday, Warren E. Buffett reiterated his position that Mr. Dimon should keep both roles.)

As JPMorgan shareholders consider how they will vote ahead of the annual meeting this month, some are also taking aim at individual directors. “On Friday, the CtW Investment Group, which represents union pension funds and owns six million shares in JPMorgan, said it planned to vote against the three directors on the risk policy committee and the head of the audit committee,” DealBook writes.

In a statement on Sunday, JPMorgan disagreed with I.S.S.’s position and defended the actions of the board after the trading loss last year by the bank’s chief investment office in London. The statement said, in part: “While the company has acknowledged a number of mistakes relating to its losses in C.I.O., an independent review committee of the board determined that those mistakes were not attributable to the risk committee.”

BMC NEAR A BUYOUT  |  A group of private equity firms led by Bain Capital and Golden Gate Capital is near a deal to buy BMC Software, DealBook’s Michael J. de la Merced reported on Sunday, citing people briefed on the matter. A deal would come nearly a year after Elliott Management, an activist hedge fund, called for the technology company to sell itself.

The buyout group is expected to pay around $46 a share, one of the people said, valuing the company at over $6.5 billion. A deal could be announced as soon as Monday, though these people cautioned that talks could still fall apart. The company’s shares closed on Friday at $45.42. “If completed, a deal would signal the resurgence of the private equity industry,” Mr. de la Merced writes.

SUCCESSION IS A FOCUS OF BERKSHIRE MEETING  |  Though little news emerged from the annual meeting of Berkshire Hathaway over the weekend, many of the questions focused on what life would be like when Warren E. Buffett is no longer running the company. Still, for the chief executive of NetJets, Jordan Hansell, who says he enjoys a long leash under Mr. Buffett, the succession issue only “rarely” crosses his mind. “Warren and Charlie have consistently held the view that Berkshire will remain the same,” Mr. Hansell said.

But the “credentialed bear” at the meeting, the hedge fund manager Douglas A. Kass, evinced concern that a Berkshire without Mr. Buffett would need to be more centrally operated or even possibly broken up. Mr. Buffett contended that there would be very little change to the company, adding that it was actually easy to oversee now.

So how did Mr. Kass do? “I thought it went very well,” he told DealBook in an interview. The questions for Mr. Buffett “were so direct and so pointed that he addressed them all, but maybe not 100 percent. Maybe closer to 80 percent,” Mr. Kass said.

ON THE AGENDA  |  Apollo Global Management reported earnings. Bill Gates is on CNBC at 8:15 a.m. Hedge fund types are headed to Las Vegas for the SALT conference this week.

KODAK’S FUZZY FUTURE  |  “When Eastman Kodak emerges from bankruptcy this summer or fall, it will be a shadow of the blue-chip corporate giant it once was,” Julie Creswell writes in DealBook. “A celebrated company whose little yellow packages of film documented generations of birthday parties, weddings and anniversaries, the new Kodak will be more commercially focused, providing printing and imaging services to businesses as well as film to the movie industry.”

“Consumers will probably still be able to find Kodak-brand film in vacation spots around the world. They will still be able to buy digital cameras bearing the Kodak name. And they will still be able to download and print their digital pictures at kiosks in their local drugstores. But those businesses will no longer be owned or controlled by Kodak. As part of the more than yearlong bankruptcy process, they were sold to others.”

Mergers & Acquisitions »

As Instagram Grew, Bumps on the Road to an Acquisition  |  In Vanity Fair, Kara Swisher chronicles the story of Instagram’s development, before it ultimately was sold to Facebook. There had been interest from Jack Dorsey, the Twitter co-founder. “After talking a while in front of a campfire over drinks one night, Dorsey and Twitter’s then chief financial officer, Ali Rowghani, proposed to Systrom what they considered a formal offer to buy Instagram. The price was in the mid-$500-million range, a combination of restricted and common stock â€" but no cash,” Ms. Swisher writes.

“While Dorsey and Rowghani recall handing Systrom an actual term sheet, Systrom insists they did not, instigating a he-said-he-said that had serious and unpleasant consequences later.” VANITY FAIR

Gore’s Riches  |  Al Gore, who had a net worth of about $1.7 million in 1999, “made an estimated $100 million in a single month” this year, according to Bloomberg News. BLOOMBERG NEWS

In a Verizon Deal, Would a Premium Be Appropriate?  |  Some investors of Verizon Communications said “they could be happy” if the company paid a premium for Vodafone’s stake in Verizon Wireless, Reuters reports. REUTERS

Glencore Shares Rise on Investor Optimism of Cost Savings  |  In its first day of trading on Friday, the share price of the newly combined Glencore Xstrata rose more than 4 percent, giving the company a market valuation of almost $70 billion. DealBook »

INVESTMENT BANKING »

Mario Gabelli, the $750 Million Man  |  Mario J. Gabelli, the chairman and chief executive of Gamco Investors, has made more than three-quarters of a billion dollars in total compensation. DealBook »

Credit Suisse Accuses a Former Employee of Stealing Secrets  |  Credit Suisse claims that Agostina Pechi, a former vice president of emerging markets, took trade secrets when she went to work for Goldman Sachs. BLOOMBERG NEWS

Houlihan Lokey Hires Lazard Banker to Lead Its Asian Unit  |  The investment bank Houlihan Lokey has appointed David Timblick, a 14-year veteran of Lazard, to head its business in Asia as it seeks to expand in the region. DealBook »

Scrutiny Falls on a Pioneer at JPMorgan  |  Blythe Masters, who helped pioneer the use of credit derivatives, is cited in a Federal Energy Regulatory Commission document looking at the bank’s trading in the California and Michigan electricity markets. DealBook »

PRIVATE EQUITY »

TPG and Warburg Said to Explore Options for Neiman Marcus  |  Bloomberg News reports: “TPG Capital and Warburg Pincus L.L.C. are exploring a sale or public offering of Neiman Marcus Group Inc. eight years after acquiring the luxury retailer, according to two people familiar with the matter.” BLOOMBERG NEWS

HEDGE FUNDS »

Cooperman Joins the War of Words Over Herbalife  |  Leon G. Cooperman of Omega Advisors said at a dinner over the weekend that William A. Ackman was “foolish” for telling the world about his bet against Herbalife, Fortune reports. If Mr. Ackman were to change his mind privately, Mr. Cooperman said, then “someone else who followed his advice and shorted the stock could turn around and sue because they were misled.” FORTUNE

I.S.S. Backs Elliott in Fight Over Hess’s Board  |  In a report published on Thursday, Institutional Shareholder Services backed virtually every argument that Elliott has made for its five director nominees since beginning its fight earlier this year. DealBook »

I.P.O./OFFERINGS »

Record Number of Banks on I.P.O. of Chinese Securities Firm  |  China Galaxy Securities has 21 banks helping it go public in Hong Kong, Reuters reports. REUTERS

A Dose of Skepticism on Facebook  | 
BARRON’S

VENTURE CAPITAL »

In France, a Billionaire Rails Against the Establishment  |  Xavier Niel, a French Internet entrepreneur, has emerged as “an opportunistic, controversial visionary whose low-cost Internet service provider and mobile network have made the Internet affordable for millions of French consumers,” The New York Times writes. NEW YORK TIMES

In Silicon Valley, Security Should Be a Top Priority  |  “When technology companies have become the prime targets of rogue governments and hackers, the ideologies that drive these companies to provoke could end up disrupting these companies,” Nick Bilton writes on the Bits blog. NEW YORK TIMES

LEGAL/REGULATORY »

Supreme Court Is a Friend to Corporations  |  The New York Times reports: “While the current court’s decisions, over all, are only slightly more conservative than those from the courts led by Chief Justices Warren E. Burger and William H. Rehnquist, according to political scientists who study the court, its business rulings are another matter. They have been, a new study finds, far friendlier to business than those of any court since at least World War II.” NEW YORK TIMES

Fed Governor Pushes to Strengthen Large Banks  |  Daniel K. Tarullo has floated an idea that could affect banks that make heavy use of so-called wholesale markets by requiring them to hold extra capital. DealBook »

Growing Concern Slovenia May Need a Bailout  |  The rise and fall of a star entrepreneur in Slovenia “have come to symbolize the way easy and cheap credit, combined with Balkan-style crony capitalism and corporate mismanagement, fueled a banking crisis that has unhinged a country previously praised as a regional model of peaceful prosperity,” The New York Times writes. NEW YORK TIMES

CommonWealth REIT, a Study in Entrenched Management  |  “If the conflicts at CommonWealth are so glaring, why don’t shareholders agitate for change? Some have tried, only to encounter an array of barriers that appear to be set up to keep the outside managers’ lucrative contract in place and the company under their control,” Gretchen Morgenson writes in her column for The New York Times. NEW YORK TIMES

With Economy Sluggish, Business Charges Ahead  |  The subpar economic recovery “can be traced to two of the three pillars of the American economy â€" consumers and the government. But the third, business, has made an impressive bounceback,” Floyd Norris writes in his column for The New York Times. NEW YORK TIMES

Drawing Lessons From an Economics Error  |  Lawrence H. Summers writes about the work of Carmen Reinhart and Kenneth Rogoff, his colleagues from Harvard. WASHINGTON POST