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In Role Reversal, Goldman Chief Advises Dimon

Jamie Dimon has consulted lawyers, public relation experts and bankers as JPMorgan Chase wrestles with the fallout from a multibillion-dollar trading loss. But the bank chief has received advice from an unexpected corner: Lloyd C. Blankfein of rival Goldman Sachs.

The two executives have talked privately a number of times in recent months about the challenges that Mr. Dimon is facing, people with knowledge of the relationship but not authorized to speak on the matter, have said.

JPMorgan is battling a shareholder vote on whether to separate Mr. Dimon’s positions as chief executive and chairman, and is also dealing with a number of regulatory investigations. The vote is coming to a head. Within the last week shareholders have been casting their ballots, but at least a handful of major shareholders have yet to vote, according to others briefed on the matter but not authorized to speak on the record.

The conversations between Wall Street’s two most powerful chieftains represent a reversal of roles. It is now Mr. Dimon who is in a harsh public spotlight, seemingly at odds with regulators. It was not long ago that Mr. Blankfein was being questioned by Congress over accusations that Goldman had misled investors during the financial crisis over the sale of mortgage-backed securities.

Now, with Goldman cleared of crisis-era investigations and its profits rising, Mr. Blankfein is enjoying something of a renaissance as an elder statesman of Wall Street.

“I would call them foul weather friends,” said one person with knowledge of the relationship who was not authorized to speak on the record.
Foxhole buddies might be a better metaphor. Both executives steered their firms through the tumult and panic of the financial crisis.

Yet while the JPMorgan chieftain emerged from the crisis hailed as Washington’s favorite banker, Goldman’s chief was cast by many as a villain.

Having survived that trial by fire, Mr. Blankfein is advising Mr. Dimon that the current storm will eventually pass, just as it appears to have done so for Goldman, the people with knowledge of the relationship said.

Goldman’s experiences does offer lessons. At a recent meeting of top financial services industry executives, Mr. Dimon asked a small group of people, which included a top-ranking Goldman executive but not Mr. Blankfein, how Goldman managed to avoid having to put forward to shareholders a vote on whether to split the job of chairman and chief executive, according to one attendee and others briefed on the conversation.

Goldman, one person explained to Mr. Dimon, worked hard behind the scenes with its shareholders to head off such a vote, persuading them that the firm had a strong, independent lead director on its board.

While the consultations may be recent, the two men â€" both native New Yorkers â€" have long had a cordial relationship. Both are members of the Financial Services Roundtable and they have crossed paths at Manhattan fund-raisers, like the annual dinner of the Robin Hood Foundation, which raises money to fight poverty in New York City.

When together, they often try to outwit each other, said one person who has seen the two in action. At a meeting a few years ago, the person recalled, Mr. Dimon responded to a comment by Mr. Blankfein by asking, “Lloyd, are you still trying to do God’s work?” a reference to an oft-quoted remark the Goldman chief executive made to a reporter in 2009.

People close to Mr. Blankfein, who turns 59 in September, and Mr. Dimon, who is 57, emphasize that when the executives talk it is typically on a variety of issues, and it would be unusual for a call to be focused solely on Mr. Dimon’s current situation.

The shareholder vote and questions about Mr. Dimon’s leadership have come about even as the bank has generated a string of record quarterly profits. On Tuesday, a JPMorgan executive told a conference that trading revenue was running 10 to 15 percent higher this quarter, compared with the second quarter a year ago.

Yet the bank continues to be haunted by the trading losses at its chief investment office in London more than a year ago. JPMorgan has moved to put the problem behind it, firing traders at the center of the disastrous bet, seeking to regain millions of dollars in compensation and reshuffling its executive ranks.

But investigations and a Senate report and hearing that accused the bank of misleading investors and regulators have kept the spotlight on the bank. Other investigations have raised questions about the bank’s controls and relations with regulators.

Paul A. Argenti, a professor of corporate communications at Dartmouth’s Tuck School of Business, said that while JPMorgan did an excellent public relations job handling the trading losses, the bank’s public relations strategy is not enough to tackle the broader issues.

“This has ceased to be about the ‘Whale’ and it’s become about whether you can trust this institution and this executive again,” he said. Now, Mr. Dimon is bracing for the outcome of a looming vote that could threaten his position as JPMorgan’s chairman and chief executive, dual roles he has held since 2006. The nonbinding vote, which will be announced on May 21 at JPMorgan’s annual meeting in Tampa, Fla., is expected to be close. In 2012, 40 percent of shareholders voted to split the two roles.

Still, JPMorgan says despite the travails of the last year, surveys show customers are still happy with the bank. JPMorgan ranked No. 4 in the nation for customer service, in J.D. Power’s latest tally, and top among the nation’s largest banks.

And the bank may take comfort in Mr. Blankfein’s counsel that Mr. Dimon will cycle out of the headlines.

Mr. Blankfein has had a public image makeover, thanks in part to initiatives by Goldman. After the financial crisis, Goldman announced new charitable efforts, started an advertising campaign and showed an increased willingness to engage with the media.

Then, earlier in 2012, it hired Richard Siewert Jr., a former White House spokesman and counselor to former Treasury Secretary Timothy Geithner.



Japan Braces for Challenge by U.S. Investor

TOKYO â€" Devil. Vulture. Saboteur.

All these words have been used to greet Western investors who have agitated for change in Japan’s clubby and complacent corporate culture. As the hedge fund billionaire Daniel S. Loeb prepares to take on Sony, he may find the same hostility from the company that at one time single-handedly defined premium quality in entertainment and electronics.

How Sony, and Japan, react to the demands brought by Mr. Loeb on Tuesday could become a test of how far the country has come in making good on promises to open up to more foreign investment and, more important, change.

Prime Minister Shinzo Abe, who took office in December, has promised to shake up corporate Japan by removing onerous regulations, protections and inflexibilities that have sapped profitability and hampered serious revamping.

Investors initially are cheering Mr. Loeb’s efforts. Sony’s shares rose nearly 10 percent in the United States to close at $20.76 on Tuesday. The reaction among those who matter â€" Sony’s managers â€" has been muted.

Almost no local media outlets carried the story of Mr. Loeb’s hand-delivered list of demands to Sony on Tuesday, hours after those demands had been made public. Sony itself issued only a curt statement, saying its entertainment businesses were “not for sale.”

“Sony is an icon. Until now, it hasn’t had a fellow like this coming in and making demands in public,” said Nicholas Benes, a former Wall Street banker who now advises Japanese companies on corporate governance. “But now he comes in with guns blazing. This hasn’t quite started off right, you might say.”

Activist investors like Mr. Loeb’s fund, Third Point, might seem like natural allies in that mission to prod Japan’s corporations toward change. Mr. Loeb’s demands for Sony’s management center on bringing more focus to its sprawling business, something analysts have long called for, partly by spinning off a part of its entertainment arm. And Mr. Loeb cites Mr. Abe’s promised economic reforms as a big reason behind his recent interest in Japan.

Nowhere has revamping been so painfully needed as in Japan’s electronics industry, where six major manufacturers, including Sony, still produce flat-panel televisions, mostly at a loss. Better labor mobility might make companies more reluctant to close or spin off money-losing operations and focus on profitable lines of business.

American activist investors have, however, met with frustration in the efforts to add value at other companies. T. Boone Pickens, who acquired a minority stake in the auto parts company Koito Manufacturing in 1989, pressed its management for better dividends and a seat on its board. But the little manufacturer dug in its heels. Shareholders heckled him with anti-American taunts at its annual shareholders meeting; the press branded him an opportunistic vulture. Koito’s president refused even to meet the Texan magnate.

“O.K., Koito; I give up,” Mr. Pickens declared in a statement two contentious years later, before selling his entire stake. “The heck with Japanese business.”

Mr. Loeb is unlikely to get such openly hostile treatment from Sony, now that he is a significant investor with a 6.5 percent stake in the company. After all, it is 2013, and Sony, unlike Koito, is a global, savvy firm.

Gerhard Fasol, president of the Tokyo technology consulting firm Eurotechnology Japan, said Mr. Loeb had probably studied past unsuccessful approaches to Japanese companies.

“My guess is that he learned from the mistakes those activist investors made and was advised to tone things down,” Mr. Fasol said. Mr. Loeb makes a point of starting the note with praise for Mr. Hirai and his commitment to change.

Mr. Fasol chastised Mr. Loeb, however, for bringing a letter not in Japanese but in English: “Imagine if it was the opposite: a Japanese letter in New York?” he said.

Mr. Loeb has suggested that Sony take 15 to 20 percent of the entertainment unit public by offering current Sony shareholders the opportunity to buy shares. The unit includes a leading film studio and one of the largest music labels in the world, featuring artists like Taylor Swift. A spinoff could lead to higher profit margins, while helping to revive the core electronics business, Mr. Loeb argues.

Yet even though many inside and outside Japan recognize that Sony’s divisions need some shaking up, a hedge fund manager like Mr. Loeb may not be the one who is ultimately successful.

Active investing has long been seen in Japan as a dangerous, alien practice led by foreigners, or cheeky locals who dare imitate them. And in past cases, lenders, bureaucrats, other shareholders and even rivals have swooped in to rescue companies from investors’ talons. Of the 23 hostile takeover bids in Japan since 2000, only 7 have been successful, according to Dealogic

The cross-shareholdings of Japanese companies â€" with close ties to their main bank and other companies, known as keiretsu â€" have helped foster an environment where hostile takeovers are rare and shareholders are docile supporters.

But in the mid-2000s, when Japan seemed to stage a nascent recovery, the country attracted a wave of what company executives came to call “investors who say things.”

In 2006, when Steel Partners, an American fund, took out a stake in the noodle maker Myojo Foods, the company flatly refused to entertain a proposal for a management buyout, accusing the fund of trying to sabotage the company’s future for short-term gain. When Steel Partners instead started a takeover bid, Myojo ran into the arms of its noodle archival, Nissin Foods, which bought it out.

Undeterred, Steel Partners aimed at another food company, this time a condiment maker called Bull-Dog Sauce, and accumulated a 10 percent stake in 2007. Not satisfied with the management’s reluctance to expand overseas to make up for a waning domestic market, the fund started a tender bid for the rest of the company. This time, it was thwarted by a landmark ruling by Japan’s Supreme Court supporting the use of “poison pill” defenses in Japan.

The media followed the food companies’ tribulations with much gusto, berating the brash manners of Warren Lichtenstein, chief of Steel Partners. The public broadcaster, NHK, showed a drama series, “Vulture,” about an American investment firm that snaps up troubled companies.

“Is he a devil, or a savior?” the narrator asked in a booming voice.



Sony Meets Outspoken Activist Investor, but Courtesy Reigns

For a hedge fund manager whose fame first came on writing invective-filled letters, Daniel S. Loeb’s latest missive was a model of politeness.

After a roughly two-hour meeting in Tokyo on Tuesday with senior management at Sony, the American billionaire handed a letter, in English, to the company’s chief executive, calling for a shake-up of the electronics giant.

However polite the note â€" Mr. Loeb says he wants to be a partner to Sony â€" it has started the biggest fight of the activist investor’s career to date.

Mr. Loeb’s campaign is just the latest in a recent swell of corporate activism, as investors take on management at moribund companies and demand shifts in corporate strategy.

Flush with cash from eager investors, these hedge fund managers are taking on ever larger targets. Companies as big as the Hess Corporation, Procter & Gamble and even Apple have found themselves in the sights of investors upset with what they see as waste and a disregard for shareholders’ fortunes.

In his 18-year career as a financial manager, Mr. Loeb has become one of the biggest stars in the world of hedge fund activists. His firm, Third Point, controls nearly $13 billion in assets and it was up 13.3 percent for the year so far through last week.

Before Sony, Mr. Loeb’s biggest target was Yahoo, where he waged a war to oust Scott Thompson as chief executive. Soon after winning that fight, Mr. Loeb successfully poached Marissa Mayer from Google to serve as the embattled Web pioneer’s new leader.

Since the investor first began agitating at Yahoo, the company’s shares have soared 81 percent.

“You can see Dan’s fingerprints all over the turnaround,” said Eric Jackson, a fellow hedge fund manager and Yahoo investor. “He’s brought an assurance to other Wall Street investors that there’s an owner in the boardroom. That’s what this company needed.”

A California native who began his career at the private equity firm Warburg Pincus and Citigroup, Mr. Loeb, 51, made his name through his investment acumen and the caustic humor often in his correspondence. Over the years, aficionados have collected his writings, from one executive’s “imminent involuntary extraction” to another’s “seemingly perpetual failure.”

Among his most famous epistles was his 2005 letter to the chief executive of Star Gas, a heating oil distributor. In 2,000 words, Mr. Loeb berated the official, Irik P. Sevin, for his “ineptitude” and for using the company as his “personal ‘honey pot.’ ”

“It is time for you to step down from your role as C.E.O. and director so that you can do what you do best: retreat to your waterfront mansion in the Hamptons where you can play tennis and hobnob with your fellow socialites,” he wrote.

Mr. Sevin resigned soon afterward.

Mr. Loeb’s aggressiveness extended beyond companies as well. His 2005 exchange with an applicant from Britain went viral around Wall Street for lines like “I love the idea of a French/English unemployed guy whose fund just blew up telling me that I am going to fail.”

That same year, Mr. Loeb battled with another hedge fund titan, Kenneth C. Griffin of Citadel, over poaching employees from other firms. “You are surrounded by sycophants but even you must know that the people who work for you despise and resent you,” Mr. Loeb scoffed. (The two have since become friends.)

As his success grew, Mr. Loeb branched out beyond activism into less confrontational strategies. Third Point reaped a $500 million profit last year by betting that Greece’s government bonds would regain value after that country’s debt crisis.

He was also one of several investors to reap big gains from wagering on home loans after the financial crisis of 2008. And he profited from bets on bankrupt companies like Delphi, the auto parts maker.

Mr. Loeb has had his share of stumbles as well. He fought for a seat at Massey Energy in 2006, deriding the coal miner for its inefficiencies and poor risk management. But he resigned a year later after his activist skills failed to lead to the ouster of Don L. Blankenship as chief executive and a sale of the company.

The financial crisis also weighed down on Third Point in 2008, as the firm’s main fund sank about 33 percent.

Over all, however, Mr. Loeb retains the power to move stocks simply by revealing his presence. Earlier this year, he announced an 8.2 percent stake in Herbalife, a nutritional supplements company locked in combat with his friend and fellow billionaire, William A. Ackman.

Third Point rode the subsequent rise in Herbalife’s stock and sold out after a few months, pocketing an estimated $50 million profit.

Among his recent big bets are Morgan Stanley, whose compensation practices he has admonished, and Murphy Oil, which he has said should consider shedding assets.

The largest of these is now Sony, which he believes can trim its way to prosperity. It is likely to be a long campaign, especially given Japan’s historic aversion to foreign interlopers. But Mr. Loeb appears to have won over at least a few fans for now.

“We think Mr. Loeb’s bold proposal bears consideration,” analysts at Macquarie wrote in a research note on Tuesday, agreeing that a spinoff of the entertainment unit could propel Sony’s stock by 60 percent. “We recognize this latent value may indeed exist.”



Subscribers Fear Bloomberg Is Becoming Their Rival

Long thought of as a company that serves the needs of Wall Street firms, Bloomberg L.P. is quietly becoming more like them, expanding recently into businesses that have been the domain of the largest banks.

This relatively unheralded expansion by Bloomberg helps explain Wall Street’s consternation at recent disclosures that some customer data was freely available to reporters and others inside the company. The fear inside banks is that Bloomberg could use that data not only to write negative reports but also to become a better competitor.

In recent years, Bloomberg has offered new ways to trade stocks, bonds and more complicated financial products, potentially taking revenue from subscribers to the ubiquitous Bloomberg desktop terminals, which contain a vast store of market data. The expansion is even leading Bloomberg to offer traditional Wall Street services like wealth management and research.

“If you add all this stuff up together, they do look increasingly like a brokerage business,” said Larry Tabb, founder of the consulting firm Tabb Group.

He said that Bloomberg was not yet a dominant force in these activities and had been careful to placate the concerns of subscribers. But, he said, “it makes some of these brokers think, are these guys friend or foe?”

Bloomberg says its trading operations are walled off from its data operations and asserts that it has won the trust of clients over the years. The company is eager to protect both its revenue and the wealth of Michael R. Bloomberg, which are still primarily generated by the terminals business.

But that is changing.

Bloomberg’s expansion has been motivated in part by a slowdown in the core terminals business. Before the financial crisis of 2008, executives had created the 10B initiative, which had the aim of increasing the company’s annual revenue to $10 billion by 2014, according to company employees who spoke on the condition of anonymity out of fear of jeopardizing their careers. Last year, with revenue stuck at about $8 billion, this goal has been quietly de-emphasized, the employees said.

The expansion has taken place in many new areas, including products that provide political and sports intelligence. But the continuing efforts to capture Wall Street business are particularly tricky because they risk alienating the financial firms that pay for most of the terminals.

“They have to be very careful in how they sell themselves, and who they broker to,” said David B. Weiss, a senior analyst at the Aite Group. “You don’t want to mess with a $6 billion a year golden goose.”

Bloomberg executives have said the firm is only moving into areas that complement its core business of allowing customers to analyze data and communicate with customers. Long contracts stipulate the ways that Bloomberg can use information it gathers about terminal users.

Still, financial companies are seeking assurances from Bloomberg that important data is not finding its way into divisions at the company that could exploit it. Bloomberg executives apologized after Goldman Sachs and other banks complained that Bloomberg’s journalists were able to gain access to information about when customers logged in and what functions they were using.

People close to the company said Tuesday that the same data had been accessible to employees in its trading division, known as Bloomberg Tradebook, but that the company had cut off that access recently.

Bloomberg has said from the beginning that it shields specific trading activity of customers from employees not authorized to see it.

The criticism of Bloomberg has been caused in part by Wall Street’s desire to push down the steep $20,000 yearly price tag for a Bloomberg terminal. Many bankers say they have little choice but to pay if they want to communicate with their customers, most of whom are on Bloomberg’s communication networks.

Thomson Reuters, Bloomberg’s primary rival in the data world, also provides trading capabilities, but it rarely vies for the trades itself and emphasizes what it calls its neutrality. The company has not moved into many of the business lines where Bloomberg is now looking to make money.

“Our strategy is to partner with our customers and not to compete with them,” said Yvonne Diaz, a spokeswoman for Thomson Reuters.

The most obvious business line that competes with Wall Street is Tradebook, a subsidiary of Bloomberg that is registered to trade on behalf of clients, collecting valuable commissions for each trade. It is fighting for those commissions with trading desks across Wall Street.

Tradebook was originally created in 1996, 14 years after Mr. Bloomberg founded the larger company. For many years, Tradebook failed to gain much traction, but in 2010 it hired an ambitious new chief executive, Ray Tierney, from Morgan Stanley.

Mr. Tierney has helped Tradebook win a greater market share in stocks and options and has developed new products. Last fall, it introduced Bloomberg Pool, which serves as a competitor to Wall Street’s dark pools, where stock trades are executed away from the public exchanges.

Beyond Tradebook, Bloomberg’s clients use the company’s software to look for and execute trades in many different markets, putting the company at the center of the information flow between buyers and sellers. Bloomberg says this data is protected even within the company.

Bloomberg will be adding to its trading operations soon, when it introduces a type of electronic exchange for financial instruments known as swaps, one of the most heavily traded products on Wall Street. Bloomberg expects to charge customers for using the service.

Like other Wall Street firms, Bloomberg has not been afraid to resort to legal muscle to protect its swaps business. It has hired a top Washington lawyer, Eugene Scalia, to challenge rules for the swaps exchanges that were proposed by the Commodity Futures Trading Commission.

The company contends that the commission’s rules could prompt investors to move out of the swaps market into another market that could be weaker and less transparent. But some industry officials have argued that the case is motivated by Bloomberg’s desire to bolster business for its own swaps trading operation.

Bloomberg is even showing signs that it wants a slice of that most traditional of Wall Street businesses, investment advice for individuals. Its offering in this area, BloombergBlack, is in a testing phase. It is intended to serve somewhat like a scaled-down Bloomberg terminal for investors at home. Automated money management is seen as a growth opportunity by many brokerage houses.

“The perfect customer for this is a guy who’s done a lot of investing and it’s a hobby for him,” said Joshua Brown, a financial adviser at Fusion Analytics, and author of the Reformed Broker blog. “That’s a pretty good market.”



Dispute at JPMorgan Grows, for All the Wrong Reasons

The fight over whether to split the jobs of chief executive and chairman at JPMorgan Chase is a silly one. That’s not just because it’s a lot of drama over something so unimportant in the scheme of things, but because it has turned into a backdoor referendum on one man, Jamie Dimon.

Here’s how small the actual dispute is.

Shareholders are being asked by the Afscme Employees Pension Plan and a number of other shareholders, including the New York City comptroller’s office, to vote on a resolution recommending that the JPMorgan board require that the chairman and chief executive positions be separated. Mr. Dimon holds both positions, so if the proposal were approved, a new independent chairman would be appointed, presumably from one of the current board members.

But let’s be clear, the vote is advisory only. The JPMorgan board, which opposes this move, could still say no. And even if the board changes its mind, Mr. Dimon would still be chief executive and very much in charge, assuming, of course, that he stays.

The chairman, whether at JPMorgan or any other company, really has the power only to call board meetings and preside over them. The chairman would just be one person on the 11-member board.

So why even go through with this?

Well, Afscme and the proponents of the change argue that “shareholder value is enhanced by an independent board chair who can provide a balance of power between the C.E.O. and the board.”

These shareholders are right to some extent. A number of studies have found that in the wake of separating the two positions, companies do increase in value. These findings are consistent with other studies that show that having a more independent board increases risk monitoring.

The idea is that a separate chairman gives voice to the board by having someone who can stand up to the chief executive. Based on these studies, more and more companies are separating these positions, pushed by institutional shareholders and Institutional Shareholder Services, the influential proxy advisory service.

But the problem with this campaign is that not all companies are alike. For many companies, separating the chief executive and chairman roles may not be a good thing. As you might suspect, it depends on the type of company and the board’s composition, among other things. (For an example of the separation of the chief executive and chairman roles where it didn’t seem to amount to much, consider Hewlett-Packard, where the board still allowed the company to pursue the disastrous Autonomy acquisition.)

Again, there are studies to support the counterargument. On boards where there is already a strong independent director presence, it is unclear what adding an additional voice will do. It also may be that where the issues are more than just standing up to the chief executive, a separate chairman will not do much. At least one study has found that in more complex companies like JPMorgan, where it is harder to monitor the chief executive, separating the two roles has had less effect. And no study to my knowledge has ever found that companies that do such a split are better at risk management.

This is important in the case of JPMorgan, because some have argued that the move is justified in this case for risk management purposes. Included in this group are the funds proposing this resolution, stating that “we believe that independent board leadership would be particularly constructive at JPM,” and that the firm’s $6 billion trading loss last year had “tainted Mr. Dimon’s reputation.”

But does anyone really think that the JPMorgan board sits with complex spreadsheets looking at the bank’s risk positions? Does anyone think it should?

Instead, the boards of sophisticated banks control risk by picking the right management. Up until the multibillion-dollar trading blowup last year, Mr. Dimon had a stellar record on risk management. Would an independent chairman really have prevented such a trading debacle?

People make mistakes, and whether having yet another voice supervising risk would make a difference is uncertain. With JPMorgan, an independent chairman is probably not going to bolster risk management in any meaningful way.

For one, the bank already faces fairly constant scrutiny from the media and from Wall Street. Having an independent chairman is more useful for those companies that operate outside the spotlight. And JPMorgan already has a qualified independent lead director â€" Lee Raymond, the former chief executive and chairman of ExxonMobil.

Given what can be realistically expected from separating the chairman and chief executive positions, this shareholder vote appears to be more about the uneasiness people feel about big banks. At its heart, the dispute is about how JPMorgan appears to have taken over the role of Wall Street stage villain from Goldman Sachs. When people criticize banks for being too big to fail, JPMorgan is now the bank that is cited.

The reason for this is frankly Mr. Dimon, who has a public relations problem. By vocally and aggressively criticizing regulatory reform, he has made his bank a target. It didn’t help that Mr. Dimon initially dismissed the London Whale trading loss as a “tempest in a teapot.”

Still, he is a brilliant chief executive who has served JPMorgan shareholders quite well by steering the bank successfully through the financial crisis. They should be quite happy with him even after the trading debacle. JPMorgan has also moved aggressively to show that it has learned from the experience and enhanced its risk management systems. Mr. Dimon has called the episode “the stupidest and most embarrassing situation,” and his 2012 compensation was cut by more than half, to $11.5 million from $23 million.

So, if the vote is not about splitting the positions of chief executive and chairman, but about sending a message to Mr. Dimon, shareholders may want to keep in mind what has been said already.

And if this is really about the belief that banks are too big, separating the two jobs is not likely to accomplish anything on that front. Indeed, in today’s complex world, it may be a pipe dream to think that banks can be simplified and just made smaller. But that is whole different debate.

The shareholder vote that will be announced on May 21 is about the merits of a corporate governance change to JPMorgan and its likely effect. It should not be about “sending a message” to Mr. Dimon or the big banks. If that is the goal, then shareholders should raise the issue directly and propose to break up JPMorgan or fire or even censure Mr. Dimon. But that would never get any significant votes. Instead, we are left with a silly fight over something that probably won’t make much difference anyway.



Tesla’s Stock Is Trading at Rich Multiples

Tesla’s shareholders seem to be assuming that its chief executive, Elon Musk, is infallible. Tesla, the electric carmaker, is on a roll. Last week, it recorded its first quarterly profit and received the best score that Consumer Reports has bestowed on a car for six years. The company’s stock has since surged as much as 70 percent, leaving Tesla worth more than Fiat and Peugeot combined. Its stock is also trading at a whopping 27 times estimates for earnings in 2016.

Both top and bottom lines look set for rapid expansion now that production of the award-winning Model S is in full swing. Tesla’s revenue for the first three months of the year jumped 83 percent from the previous quarter as sales hit 400 vehicles a week. Consensus estimates for 2014 put sales at $2.5 billion, six times last year’s showing. By 2016, that’s expected to almost double again to $4.3 billion.

And Tesla’s gross margin is improving, reaching 17 percent in the three months to March. Mr. Musk predicts that it will reach 25 percent in the fourth quarter. This measure does not, however, take research and development or general and administrative costs into account. Factor those in and Tesla’s pretax margin in 2016 is estimated at 12 percent.

That’s impressive for a car company - Ford’s North America division, for example, tops out at 11 percent in a good quarter. But it’s hardly in the same league as Silicon Valley fellows like Google, whose pretax margin was 28 percent last quarter.

To justify Tesla’s high 2016 valuation multiple, revenue would need to keep growing at a fast clip. Mr. Musk has plans to introduce a crossover S.U.V. followed by cars that may sell for around $45,000 - not far off half the price of some versions of the Model S. He may even develop vehicles in the $30,000 price range to attract more buyers. But that will take time and shift the company into a more cutthroat market segment where margins could suffer.

Mr. Musk has battled everything from skepticism about a manufacturing start-up to tight cash flow. Most recently, traditional car dealers in Texas and Virginia tried to stop him from selling vehicles directly to the public. His record so far is impressive. But Tesla’s stock price suggests investors are pulling ahead of themselves.

Antony Currie is an associate editor at Reuters Breakingviews. For more independent commentary and analysis, visit breakingviews.com.



Deborah L. Bernstein, Private Equity Partner, Dies at 41

Deborah L. Bernstein, a partner at the private equity firm Aquiline Capital Partners, died on Friday in New York. She was 41.

The cause was cancer, Aquiline said in a statement.

“She made a lasting impact on the firm, including building our financial technology group and developing our talented team,” Aquiline, a New York firm that invests in financial services, said.

Ms. Bernstein began her career in the financial institutions group of Goldman Sachs after graduating summa cum laude from Dartmouth College in 1993, with a degree in economics. She received an M.B.A. from the Stanford Graduate School of Business in 1997 before returning to Goldman that year in the principal investment area.

After a period at Thomas Weisel Capital Partners, Ms. Bernstein worked as a partner at Pequot Capital Management’s venture capital arm, which later became known as FirstMark Capital. She worked for Pequot in San Francisco and then New York before joining Aquiline in 2008.

Deborah Lisa Bernstein was born on July 1, 1971, in Washington, and was brought up in Atlanta. She was the daughter of Caroline Kresky and Michael Bernstein.

She is survived by her husband, David Steven Miller, the chief marketing officer at eFront, a financial software company, whom she married in 2002, and an infant son, Asher.



Dish Network to Sell $2.5 Billion in Debt

ENGLEWOOD, Colo.--(BUSINESS WIRE)--DISH Network Corporation (NASDAQ: DISH) (“DISH Network”) today announced that its subsidiary, DISH DBS Corporation (“DISH DBS”), plans to offer, subject to market and other conditions, approximately $2.5 billion aggregate principal amount of its senior notes. The net proceeds of the offering will be placed into escrow. The net proceeds from the sale of the notes in this offering will be released from escrow to make a cash distribution to DISH Network to finance a portion of the cash consideration for DISH Network’s proposed merger with Sprint Nextel Corporation (“Sprint”). If the proposed merger with Sprint does not occur on or prior to the escrow end date, or if DISH DBS elects at any time on or prior to the escrow end date, DISH DBS will redeem all of the notes.

The notes will only be offered and sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and in offshore transactions in accordance with Regulation S under the Securities Act. The notes being offered have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction. The notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the notes; nor shall there be any sale of these notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements contained herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of DISH Network Corporation to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. More information about such risks, uncertainties and other factors is set forth in DISH Network Corporation’s Disclosure Regarding Forward-Looking Statements included in its recent filings with the Securities and Exchange Commission (the “SEC”), including its annual report on Form 10-K for the year ended December 31, 2012 and any subsequent quarterly reports on Form 10-Q. Risks and uncertainties relating to the proposed transaction include, without limitation, the risks that: Sprint Nextel Corporation will not enter into any definitive agreement with DISH Network Corporation or the terms of any definitive agreement will be materially different from those described above; the parties will not obtain the requisite financing or regulatory approvals for the proposed transaction; the proposed transaction will not be consummated for any other reason; management’s attention will be diverted from ongoing business operations; and the anticipated benefits of the transaction will not be realized. The forward-looking statements speak only as of the date made, and DISH Network Corporation expressly disclaims any obligation to update these forward-looking statements.

Additional Information About the Proposed Transaction and Where to Find It

This communication relates to a business combination transaction with Sprint Nextel Corporation proposed by DISH Network Corporation, which may become the subject of a registration statement filed with the SEC. This communication is not a substitute for the joint proxy statement/prospectus that DISH Network Corporation and Sprint Nextel Corporation would file with the SEC if any agreement is reached or any other documents that DISH Network Corporation or Sprint Nextel Corporation may send to shareholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS IF, AND WHEN, THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. All such documents, if filed, would be available free of charge at the SEC’s website (http://www.sec.gov). In addition, investors and security holders may obtain free copies of such documents filed by DISH Network Corporation with the SEC by directing a request to: DISH Network Corporation, 9601 S. Meridian Boulevard, Englewood, Colorado 80112, Attention: Investor Relations. This communication shall not constitute an offer to buy or solicitation of an offer to sell any securities, nor shall there be any sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Participants

DISH Network Corporation and its directors and executive officers may be deemed, under the rules of the SEC, to be participants in any solicitation of shareholders of DISH Network Corporation or Sprint Nextel Corporation in connection with the proposed transaction. Investors and security holders may obtain information regarding the names, affiliations and interests of the directors and executive officers of DISH Network Corporation in its annual report on Form 10-K for the year ended December 31, 2012, which was filed with the SEC on February 20, 2013, and its proxy statement for the 2013 annual meeting of shareholders, which was filed with the SEC on March 22, 2013. These documents can be obtained free of charge at the SEC’s website (http://www.sec.gov) and from Investor Relations at DISH Network Corporation at the address set forth above. Additional information regarding the interests of these participants will also be included in any proxy statement/prospectus and other relevant documents to be filed with the SEC in connection with the proposed transaction when they become available.



Commerzbank to Raise $3.2 Billion in New Capital

LONDON - European banks have gone on a capital-raising frenzy.

In the latest move to increase reserves, Commerzbank of Germany began a heavily-discounted effort on Tuesday to raise 2.5 billion euros ($3.2 billion) in new capital.

The push to help its reserves follows similar moves by rival European lenders, which have come under growing regulatory pressure to increase their capital to protect against future financial shocks.

Despite a series of stress tests on the Continent’s largest financial institutions, investors have remained wary of firms’ continued exposure to risky loans and sputtering economies like Spain and Greece.

Regulators also have pushed banks to shed unprofitable assets and protect against rising delinquent loans. A proposed banking union across the euro zone also is expected to lead to greater scrutiny on banks’ balance sheets. Authorities want to ensure that banks meet stringent capital requirements outlined in new accountancy rules known as Basel III.

Under the rules, which come into force by 2019, firms must have core Tier 1 ratios, a measure of their financial health, of 7 percent. Banks deemed systemically important financial institutions must hold another 1 percent to 2.5 percent in reserve.

As a result, banks have been pulling out all the stops to meet the capital demands. Last month, Deutsche Bank raised almost 3 billion euros through a rights issue specifically targeted at improving its capital buffers. The British bank Barclays has issued a number of contingent capital instruments - known as CoCos - that will wipe out investors if the firm’s core Tier 1 ratio, a measure of a bank’s financial health, falls below a certain level. A number of other banks, including Credit Suisse and BBVA of Spain, also have raised capital through CoCos.

The Swiss bank UBS, which announced a major restructuring last year, has a 10.1 percent core Tier 1 ratio. That is currently the highest figure for Europe’s largest banks, according to the data provider SNL Financial. Other big banks, including Deutsche Bank and HSBC, also have ratios above 9.5 percent.

For Commerzbank, whose current core Tier 1 capital ratio of 7.5 percent is expected rise to 8.4 percent after the latest move, the new capital raised will help to repay an 18 billion government bailout that the firm received in 2009.

“The transaction marks the beginning of the federal government’s exit from Commerzbank,” the German lender said in a statement. “The capital structure of the bank is improving considerably.”

The offering - the fifth since 2010 - allows investors to buy 20 shares for every 21 that they already hold for 4.50 euros a share. The price represents around a 55 percent discount on Commerzbank’s closing share price on Monday. The bank’s shares fell 3.8 percent in afternoon trading in Frankfurt.

As part of the deal, the German lender is reportedly in talks to offload 5.7 billion euros of British property loans to the American bank Wells Fargo and the investment firm Lone Star.

More capital raisings are expected to follow. British banks, for example, must raise a combined £25 billion ($38 billion) by the end of the year, according to local regulators. That includes potentially raising up to £1.8 billion, according to banking analysts at Barclays, for the small British lender Co-Operative Banking Group, which was downgraded to junk status last week by the credit rating agency Moody’s Investors Service on fears of rising delinquent loans.

Commerzbank, Deutsche Bank, Citigroup and HSBC are the book-runners for Commerzbank’s capital raising. The bank said the latest effort will close on May 28.



Dish Network to Sell $2.5 Billion in Debt

ENGLEWOOD, Colo.--(BUSINESS WIRE)--DISH Network Corporation (NASDAQ: DISH) (“DISH Network”) today announced that its subsidiary, DISH DBS Corporation (“DISH DBS”), plans to offer, subject to market and other conditions, approximately $2.5 billion aggregate principal amount of its senior notes. The net proceeds of the offering will be placed into escrow. The net proceeds from the sale of the notes in this offering will be released from escrow to make a cash distribution to DISH Network to finance a portion of the cash consideration for DISH Network’s proposed merger with Sprint Nextel Corporation (“Sprint”). If the proposed merger with Sprint does not occur on or prior to the escrow end date, or if DISH DBS elects at any time on or prior to the escrow end date, DISH DBS will redeem all of the notes.

The notes will only be offered and sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and in offshore transactions in accordance with Regulation S under the Securities Act. The notes being offered have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction. The notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the notes; nor shall there be any sale of these notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements contained herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of DISH Network Corporation to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. More information about such risks, uncertainties and other factors is set forth in DISH Network Corporation’s Disclosure Regarding Forward-Looking Statements included in its recent filings with the Securities and Exchange Commission (the “SEC”), including its annual report on Form 10-K for the year ended December 31, 2012 and any subsequent quarterly reports on Form 10-Q. Risks and uncertainties relating to the proposed transaction include, without limitation, the risks that: Sprint Nextel Corporation will not enter into any definitive agreement with DISH Network Corporation or the terms of any definitive agreement will be materially different from those described above; the parties will not obtain the requisite financing or regulatory approvals for the proposed transaction; the proposed transaction will not be consummated for any other reason; management’s attention will be diverted from ongoing business operations; and the anticipated benefits of the transaction will not be realized. The forward-looking statements speak only as of the date made, and DISH Network Corporation expressly disclaims any obligation to update these forward-looking statements.

Additional Information About the Proposed Transaction and Where to Find It

This communication relates to a business combination transaction with Sprint Nextel Corporation proposed by DISH Network Corporation, which may become the subject of a registration statement filed with the SEC. This communication is not a substitute for the joint proxy statement/prospectus that DISH Network Corporation and Sprint Nextel Corporation would file with the SEC if any agreement is reached or any other documents that DISH Network Corporation or Sprint Nextel Corporation may send to shareholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS IF, AND WHEN, THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. All such documents, if filed, would be available free of charge at the SEC’s website (http://www.sec.gov). In addition, investors and security holders may obtain free copies of such documents filed by DISH Network Corporation with the SEC by directing a request to: DISH Network Corporation, 9601 S. Meridian Boulevard, Englewood, Colorado 80112, Attention: Investor Relations. This communication shall not constitute an offer to buy or solicitation of an offer to sell any securities, nor shall there be any sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Participants

DISH Network Corporation and its directors and executive officers may be deemed, under the rules of the SEC, to be participants in any solicitation of shareholders of DISH Network Corporation or Sprint Nextel Corporation in connection with the proposed transaction. Investors and security holders may obtain information regarding the names, affiliations and interests of the directors and executive officers of DISH Network Corporation in its annual report on Form 10-K for the year ended December 31, 2012, which was filed with the SEC on February 20, 2013, and its proxy statement for the 2013 annual meeting of shareholders, which was filed with the SEC on March 22, 2013. These documents can be obtained free of charge at the SEC’s website (http://www.sec.gov) and from Investor Relations at DISH Network Corporation at the address set forth above. Additional information regarding the interests of these participants will also be included in any proxy statement/prospectus and other relevant documents to be filed with the SEC in connection with the proposed transaction when they become available.



Commerzbank to Raise $3.2 Billion in New Capital

LONDON - European banks have gone on a capital-raising frenzy.

In the latest move to increase reserves, Commerzbank of Germany began a heavily-discounted effort on Tuesday to raise 2.5 billion euros ($3.2 billion) in new capital.

The push to help its reserves follows similar moves by rival European lenders, which have come under growing regulatory pressure to increase their capital to protect against future financial shocks.

Despite a series of stress tests on the Continent’s largest financial institutions, investors have remained wary of firms’ continued exposure to risky loans and sputtering economies like Spain and Greece.

Regulators also have pushed banks to shed unprofitable assets and protect against rising delinquent loans. A proposed banking union across the euro zone also is expected to lead to greater scrutiny on banks’ balance sheets. Authorities want to ensure that banks meet stringent capital requirements outlined in new accountancy rules known as Basel III.

Under the rules, which come into force by 2019, firms must have core Tier 1 ratios, a measure of their financial health, of 7 percent. Banks deemed systemically important financial institutions must hold another 1 percent to 2.5 percent in reserve.

As a result, banks have been pulling out all the stops to meet the capital demands. Last month, Deutsche Bank raised almost 3 billion euros through a rights issue specifically targeted at improving its capital buffers. The British bank Barclays has issued a number of contingent capital instruments - known as CoCos - that will wipe out investors if the firm’s core Tier 1 ratio, a measure of a bank’s financial health, falls below a certain level. A number of other banks, including Credit Suisse and BBVA of Spain, also have raised capital through CoCos.

The Swiss bank UBS, which announced a major restructuring last year, has a 10.1 percent core Tier 1 ratio. That is currently the highest figure for Europe’s largest banks, according to the data provider SNL Financial. Other big banks, including Deutsche Bank and HSBC, also have ratios above 9.5 percent.

For Commerzbank, whose current core Tier 1 capital ratio of 7.5 percent is expected rise to 8.4 percent after the latest move, the new capital raised will help to repay an 18 billion government bailout that the firm received in 2009.

“The transaction marks the beginning of the federal government’s exit from Commerzbank,” the German lender said in a statement. “The capital structure of the bank is improving considerably.”

The offering - the fifth since 2010 - allows investors to buy 20 shares for every 21 that they already hold for 4.50 euros a share. The price represents around a 55 percent discount on Commerzbank’s closing share price on Monday. The bank’s shares fell 3.8 percent in afternoon trading in Frankfurt.

As part of the deal, the German lender is reportedly in talks to offload 5.7 billion euros of British property loans to the American bank Wells Fargo and the investment firm Lone Star.

More capital raisings are expected to follow. British banks, for example, must raise a combined £25 billion ($38 billion) by the end of the year, according to local regulators. That includes potentially raising up to £1.8 billion, according to banking analysts at Barclays, for the small British lender Co-Operative Banking Group, which was downgraded to junk status last week by the credit rating agency Moody’s Investors Service on fears of rising delinquent loans.

Commerzbank, Deutsche Bank, Citigroup and HSBC are the book-runners for Commerzbank’s capital raising. The bank said the latest effort will close on May 28.



Thiel Brings Money and Some Credibility to Europe

LONDON - Peter Thiel is coming to Europe.

Valar Ventures, Mr. Thiel’s venture fund, led a $6 million investment round for TransferWise, a London-based financial services start-up.

The deal marks the first foray for the co-founder of PayPal into Europe, where start-up clusters in cities like London and Berlin are starting to make waves.

The British capital has become the center for a growing number of financial technology companies - dubbed FinTech - because of the city’s deep-rooted connections to the global financial industry and a large talent pool of international programmers, designers and financial professionals.

TransferWise, which was founded in 2011 by Taavet Hinrikus, a 31-year-old Estonian who was Skype’ s first employee, allows people to make international money transfers between currencies at a fraction of the cost compared with fees charged by big banks.

Mr. Hinrikus and his co-founder, Kristo Kaarmann, a former management consultant, started the company after growing frustrated after losing around 5 percent of their salaries to bank charges when they moved money from Estonia to Britain.

The London start-up has now helped its customers to make foreign exchange transfers totaling a combined $160 million, and there are plans to almost double the number of currencies it supports to 20, including the Russian ruble and the Hong Kong dollar. Including the new investment round, the company has raised a total of $7.35 million.

“TransferWise demonstrates true innovation in banking by enabling its users to retain their wealth across borders,” Mr. Thiel said in a statement on Tuesday.

By attracting Mr. Thiel, an early backer of Facebook, TransferWise has helped to give London’s burgeoning, but still relatively small, start-up community gain some credibility, Mr. Hinrikus said.

London is eager to win recognition for its start-up community.
The British government has focused on entrepreneurship as a means to jump-start the country’s lackluster economy and has offered both investment and support to help young companies gain a foothold in sectors like fashion, financial service, and technology.

Internet giants like Google also have set up campuses in trendy East London, where old warehouses have been converted into design studios and twentysomething hipsters work on their new business ideas in low-lit coffee houses.

Mr. Thiel’s investment “is a great achievement for the whole London ecosystem,” Mr. Hinrikus said in an interview with DealBook. “It shows that London remains the Europe start-up leader.”



Loeb Takes On Sony

Daniel S. Loeb, an American hedge fund billionaire known for starting big fights, has called for a breakup of the entertainment and electronics giant Sony, possibly setting off a battle that could roil Japan’s staid corporate culture, Andrew Ross Sorkin and Michael J. de la Merced report in DealBook. “The call, which came on Tuesday, will most likely be viewed by government officials and corporate leaders in Tokyo as a shot across the bow from Wall Street, just as Western investors begin piling into Japanese stocks.”

Mr. Loeb is pressing Sony to spin off part of its entertainment arm, which includes a Hollywood film studio and a music label. The investor, who is known for ousting Yahoo’s former chief executive and luring Marissa Mayer away from Google to run the company, also signaled that he would accept a seat on Sony’s board. His hedge fund, Third Point, has amassed a stake in Sony of about 6.5 percent, made up of stock and derivatives and valued at about $1.1 billion, making it one of its biggest shareholders. “Still, even big Japanese investors have often faced resistance in seeking changes at companies, a hurdle that may be significantly higher for a foreign hedge fund manager,” DealBook writes.

Mr. Loeb, 51, flew to Tokyo over the weekend for meetings with government officials, regulators and senior Sony executives, according to people briefed on the matter. He hand-delivered a letter on Tuesday to the company’s chief executive, Kazuo Hirai, that says: “So while Third Point supports your agenda for change, we also believe that to succeed, Sony must focus.”

A spokesman for Sony, Shiro Kambe, said in a statement that the company welcomes investments. But he also pointed to repeated assertions by Mr. Hirai that Sony Entertainment contributes significantly to the overall company and is not for sale. “We look forward to continuing constructive dialogue with our shareholders as we pursue our strategy,” he said.

MAKING A CASE FOR ONE LEADER AT JPMORGAN  |  The debate over whether JPMorgan Chase shareholders should vote to split Jamie Dimon’s roles of chief executive and chairman “has seemingly become about semantics,” Andrew Ross Sorkin writes in the DealBook column. “The person that would most likely become the chairman, Lee Raymond, is already the board’s ‘lead director’ and already performs virtually the same duties that he would with the chairman title.” Mr. Sorkin continues: “If you didn’t think there was enough accountability and adult supervision with him in that role, it’s hard to believe you will think there will be if he becomes chairman. Of course, the board could bring in an outside chairman, but that adds its own series of complications.”

The machinations around the nonbinding vote ahead of the annual meeting next Tuesday have an “Alice in Wonderland” quality, Mr. Sorkin says. “It may not be popular to say, but the incontrovertible fact remains that JPMorgan is still one of the best-performing banks on Wall Street under Mr. Dimon.” Here is how Barry Diller, the media mogul, framed the situation: “This isn’t about good governance; it’s about busybodies without a clue, trying to do the dumbest thing â€" slapping and shaming a superb C.E.O. for utterly no practical reason.”

WORRIED CLIENTS CONTACT BLOOMBERG  |  Bloomberg L.P. is scrambling to appease nervous customers and shield its lucrative terminal business after revelations that a Bloomberg reporter had used the terminals to monitor a Goldman Sachs partner’s logon activity, Amy Chozick and Ben Protess report in The New York Times. The worried subscribers include JPMorgan Chase, Deutsche Bank, the Federal Reserve, Treasury Department and the European Central Bank.

“The revelations now stretch back to 2011, when UBS complained after a Bloomberg Television host alluded on air to his monitoring of the London-based rogue UBS trader Kweku Adoboli’s terminal logon information to confirm his employment status at the bank. Then, last summer, executives at JPMorgan Chase questioned Bloomberg reporters’ techniques after they were among the first to report on the trader Bruno Iksil, nicknamed the London Whale,” The Times writes. “Bloomberg has now received roughly 20 inquiries about whether reporting practices violated the company’s policies about getting access to subscriber information, including one from Bank of America.”

ON THE AGENDA  |  The Senate Banking Committee holds a hearing at 3:15 p.m. on returning private capital to mortgage markets. BlackBerry has a conference in Orlando. David Tepper of Appaloosa Management is on CNBC at 7:45 a.m. Robert H. Benmosche, the chief executive of A.I.G., is on Bloomberg TV at 8:30 a.m.

BRITISH HEDGE FUND FORGES ITS OWN PATH  |  Cantab Capital Partners, a firm based in Cambridge, England, a world away from the fashionable neighborhood of Mayfair in London, has been turning heads recently in London and New York with a new fund that aggressively undercuts its competitors on fees. The fund, which uses computer models to trade on trends in markets around the world, opened to outside investors in the first quarter and grew to more than $600 million by the beginning of April. Unlike rival funds, in which the price of investing is often 2 percent of assets and 20 percent of profits, Cantab charges a 0.5 percent fee and 10 percent of profits for its new fund. That structure has generated buzz in Mayfair at a time when lackluster returns have some big investors wondering whether hedge funds are worth the expense.

Mergers & Acquisitions »

Verizon Wireless to Pay $7 Billion Dividend to Parents  |  Verizon Wireless said on Monday it would pay Verizon Communications and the Vodafone Group a $7 billion dividend in June, taking some analysts by surprise, Reuters reports. REUTERS

As European Acquisition Struggles, Tata Takes $1.6 Billion Write-Down  |  Citing the “weaker macroeconomic and market environment in Europe,” Tata Steel said that it would take a $1.6 billion write-down, mainly stemming from its acquisition of Corus. DealBook »

Dell Demands More Details From Icahn and Southeastern  |  Among information the special committee is seeking is a draft of the new proposal and who would run the company if Carl C. Icahn and Southeastern Asset Management succeed. DealBook »

Law Firm Kirkland Builds Its M.&A. Practice  |  Kirkland & Ellis has climbed in the ranking of advisers on mergers and acquisitions, working on big deals including the sale of Heinz, Reuters reports. REUTERS

INVESTMENT BANKING »

Proxy Advisory Firm Criticizes Goldman’s Compensation Plan  |  Glass, Lewis & Company recommended on Monday that shareholders of Goldman Sachs vote against the firm’s executive compensation proposal, as the board “failed to link pay with performance,” Reuters reports. REUTERS

Petrobras of Brazil Sells $11 Billion of Bonds  |  The bond sale was the biggest ever for an issuer in an emerging market, Bloomberg News reports. BLOOMBERG NEWS

Paying Top Dollar to Lease Space in a Data Center  |  High-frequency traders are willing to pay rents in northern New Jersey several times as high as those in Manhattan, so they can be near crucial data centers, The New York Times writes. “Shorter distances make for quicker trades, and microseconds can mean millions of dollars made or lost.” NEW YORK TIMES

Former Goldman Trader Hires an Additional Lawyer  |  Fabrice Tourre, the former Goldman Sachs trader accused of defrauding investors, has retained the veteran litigator John Coffey, The Wall Street Journal reports. WALL STREET JOURNAL

Goldman Sachs’s Head of Australian Cash Equities Said to Retire  | 
WALL STREET JOURNAL

PRIVATE EQUITY »

With the Rise of Family Firms, Private Equity Has a New Rival  |  Reuters writes: “From ketchup to hot drinks, family run investment firms are shaking up the consumer deals market, squeezing out private equity players and forcing them to change strategy.” REUTERS

Bain Capital to Buy German Maker of Clutch Systems  | 
REUTERS

HEDGE FUNDS »

Hedge Fund Rejects Proposal by Hess to End Proxy Fight  |  The Hess Corporation said it was prepared to support two of the five nominees put forward by the activist hedge fund Elliott Management, but the proposal was promptly rejected by Elliott. DealBook »

U.S. Hedge Funds Grow Optimistic on Europe  |  “While investor sentiment in Europe remains wary, the U.S. smart money is looking for opportunity in the belief that disaster has been averted,” The Financial Times writes. FINANCIAL TIMES

Hedge Fund Titans Gather for Charity  |  Steven A. Cohen and Paul Tudor Jones joined other investors at a gala for the Robin Hood Foundation, Bloomberg News reports. BLOOMBERG NEWS

I.P.O./OFFERINGS »

Vince, a Seller of Luxury Apparel, Said to Choose Banks for I.P.O.  |  Vince, owned by the fashion firm Kellwood Company, has selected Goldman Sachs and Robert W. Baird & Company to lead its initial offering, Reuters reports, citing two unidentified people close to the situation. REUTERS

China Galaxy Securities Narrows Price Range of I.P.O.  | 
REUTERS

VENTURE CAPITAL »

Twitter Acquires Start-Up Focused on Data Mining  |  Twitter bought Lucky Sort, which is focused on making “huge document sets easier to analyze, summarize and visualize,” AllThingsD reports. ALLTHINGSD

Twitter Expands Partnership With ESPN  | 
WALL STREET JOURNAL

LEGAL/REGULATORY »

Congress’s Role in the I.R.S. Focus on Conservative Groups  |  The I.R.S. is supposed to enforce the tax code. Under current law, however, it has little choice but to exercise discretion in the constitutionally dangerous waters of campaign finance, Victor Fleischer writes in the Standard Deduction column. DealBook »

Ex-Hedge Fund Manager Sentenced in Insider Trading CaseFormer Fund Manager Sentenced in Insider Trading Case  |  Anthony Chiasson, a founder of Level Global Investors, was ordered to pay a $5 million fine and forfeit illegally obtained proceeds of as much as $2 million. DealBook »

Lehman Demands Millions From Nonprofits  |  Nearly five years after filing for bankruptcy, Lehman Brothers “now says it was shortchanged by scores of nonprofits that were forced to pay to exit derivatives that were unwound after the firm filed for Chapter 11 protection,” Bloomberg News reports. BLOOMBERG NEWS

White Collar Watch: An S.E.C. Settlement That Seems to Favor Falcone  |  Philip A. Falcone and his hedge fund are not acknowledging wrongdoing as part of a settlement with the S.E.C., and the agency is not even asking for an injunction against Mr. Falcone, Peter J. Henning writes in the White Collar Watch column. DealBook »

Shareholder Lawsuit Against Barclays Over Libor Is Dismissed  | 
REUTERS

Cyprus Receives First Installment of Bailout Funds  | 
NEW YORK TIMES

As China’s Economy Stumbles, Government Eyes Reform  |  Another set of weak economic data out of China showed that fixed-asset investment slowed, industrial production grew less than projected and retail sales growth was driven almost entirely by consumers taking advantage of the drop in gold prices, Bill Bishop writes in the China Insider column. DealBook »



Ex-BlackRock Manager Arrested in Insider-Trading Inquiry

LONDON â€" Mark Lyttleton, a former BlackRock fund manager, has been arrested in connection to an insider-trader investigation in Britain, according to two people briefed on the matter.

The arrest on April 30 of Mr. Lyttleton, 41, and an unidentified 37-year-old woman comes as the British financial regulator, the Financial Conduct Authority, continues to clamp down on market abuse in London’s financial district after a series of recent scandals.

Mr. Lyttleton, who oversaw the firm’s underperforming UK Dynamic and BlackRock UK Absolute Alpha funds, left the firm on March 28 and has not been charged with any wrongdoing. His departure from BlackRock was not connected to the regulatory investigation, the people added, who spoke on the condition of anonymity because they were not authorized to speak publicly.

Under British law, individuals can been arrested as part of continuing investigations but may not eventually face prosecution for potential wrongdoing. Any prospective indictments in the case would not be issued until late in 2013, at the earliest, one of the people said.

Earlier this month, the Financial Conduct Authority of Britain said two individuals had been questioned about insider trading and market abuse, and several homes and offices had been searched in Switzerland in connection to the investigation.

BlackRock confirmed on Tuesday that a former employee had previously been arrested by City of London police on suspicion of insider trading. It said the allegations were related to personal activities by the individual and were not connected to dealings related to the firm’s clients.

“The alleged behavior is totally contrary to the firm’s principles and values,” BlackRock said in a statement on Tuesday. “The firm has been aiding and will continue to aid the authorities with their investigations.”

Spokesmen for the Financial Conduct Authority and BlackRock declined to comment further on the investigation. A representative for Mr. Lyttleton was not immediately available for comment.

Since the beginning of the financial crisis, British authorities have tried to shake off a reputation for light-touch regulation by aggressively tackling market abuse allegations.

Over the last four years, the Financial Services Authority, the predecessor to the Financial Conduct Authority, has successfully prosecuted 23 individuals for insider trading. Seven other people are facing prosecution on similar charges.



American Investor Targets Sony for a Breakup

2:44 a.m. | Updated
An American hedge fund billionaire known for starting big fights has called for a breakup of the entertainment and electronic colossus Sony, according to people briefed on the matter, possibly setting off a battle that could roil Japan’s famously staid corporate culture.

The call, which came Tuesday, will most likely be viewed by government officials and corporate leaders in Tokyo as a shot across the bow from Wall Street, just as Western investors begin piling into Japanese stocks.

The hedge fund manager, Daniel S. Loeb, is pressing Sony into spinning off part of its entertainment arm, which includes one of the biggest film studios in Hollywood and one of the largest music labels in the world, responsible for movies like “Skyfall” and artists like Taylor Swift.

Mr. Loeb â€" known for ousting Yahoo’s former chief executive and poaching Marissa Mayer from Google to run the company â€" also signaled that he would accept a seat on Sony’s board. His hedge fund has quietly amassed a stake of about 6.5 percent in Sony, making it one of the biggest shareholders.

Still, even big Japanese investors have often faced resistance in seeking changes at companies, a hurdle that may be significantly higher for a foreign hedge fund manager.

George Boyd, a spokesman for Sony, said he had no immediate comment.

Mr. Loeb, 51, the founder of the hedge fund Third Point, flew to Tokyo this past weekend for three days of meetings with government officials, regulators and senior Sony executives, according to people briefed on the matter. He hand-delivered a letter on Tuesday to the company’s chief executive, Kazuo Hirai, that praises a turnaround effort but asks for more.

“So while Third Point supports your agenda for change, we also believe that to succeed, Sony must focus,” Mr. Loeb wrote in the letter, which was reviewed by The New York Times.

After the meeting, the hedge fund manager told associates that he was impressed by Mr. Hirai and supports management, according to a person briefed on the matter.

Mr. Loeb believes that spinning off a portion of the entertainment business to Sony shareholders could sharpen the company’s focus and lead to higher profit margins, while helping to revive the core electronics business. He also contemplated the spinoff or sale of other operations, including Sony’s insurance division, which accounted for much of the company’s profit last quarter.

The campaign is a bet that Japan will prove the next gold mine for global investors. Long hobbled by a lost decade of little economic growth, the country has come to life in recent months under the stewardship of Shinzo Abe, who as prime minister has promoted policies meant to attract private investment. Mr. Loeb is betting that Mr. Abe will expand deregulation.

“Under Prime Minister Abe’s leadership, Japan can regain its position as one of the world’s pre-eminent economic powerhouses and manufacturing engines,” the hedge fund manager wrote in his letter.

Despite its decade-long slump, Sony, the 67-year-old electronics pioneer, remains one of the most prominent companies in Japan, with a market value of roughly $18 billion.

Still, Mr. Loeb has plenty of ammunition. Shares of Sony have plunged nearly 85 percent over the last 13 years. The company long ago ceded its crown as the king of cool electronics to Apple, and its dominance in televisions was eroded by the emergence of Korean rivals like Samsung and LG.

Last week, Sony reported its first annual profit in five years. But it reached that milestone thanks largely to the weakening yen and some belt-tightening, including the consolidation of businesses and the sale of its American headquarters.

Sony’s chief executive, Mr. Hirai, is scheduled to make a presentation about the company’s turnaround plan next week. He has argued that despite having come late to the era of digital media, the company that made the Walkman, the Trinitron television and the PlayStation can rebound.

To Mr. Loeb, more must be done, starting with the spinoff of Sony Entertainment. Though the division accounts for more than 40 percent of the company’s enterprise value, he said in his letter that it needed discipline to raise its profit margins. Mr. Loeb estimated that a partial spinoff of the entertainment business could bolster Sony’s share price by as much as 60 percent.

The company should also consider selling off its 60 percent stake in Sony Financial, which largely sells life insurance policies and has real estate holdings and stakes in other companies, according to the people briefed on the matter. And Mr. Loeb is expected to argue that Sony’s electronics division must slash more costs, including by taking a cue from its protégé, Apple, in focusing on a few core products.

Recently, Mr. Loeb has publicly expressed his interest in Japan. Referring to the changes by the Abe government, he called it “a huge game change” at an industry conference last week. “And there’s a lot more room to go,” he added.

Mr. Abe has called his revival effort a plan of “three arrows,” including aggressive monetary easing by the Bank of Japan and enormous stimulus spending by the government.

So far, that effort appears to have drawn investor plaudits. The yen weakened in value last week, to 100 to the dollar, a level unseen in four years, helping local companies like Sony and Toyota. And the Nikkei 225-stock index has risen 43 percent so far this year. During the same time two years ago, the Nikkei was down 5.7 percent.

But it is the third arrow in that quiver that has Mr. Loeb’s attention. The Abe government hopes to shed Japan’s reputation as a land of strict hierarchy and bureaucracy. Business mistakes were often seen as shameful, and outright confrontation largely disdained.

“There’s an entrenched management culture there,” said Lawrence B. Lindsey, a former top economist in the administration of George W. Bush. “Activists aren’t particularly popular here among management, and they won’t be popular in Japan either.”

No less than Howard Stringer, Sony’s own chairman, has criticized the status quo.

“Japan is a harmonious society which cherishes its social values, including full employment,” he said in a speech last year. “That leads to conflicts in a world where shareholder value call for ever greater efficiency.”

Yet there have been changes. The percentage of foreign ownership in the Tokyo Stock Exchange’s companies nearly quintupled from 1990 to 2008, to 24 percent. And Japanese shareholders have increasingly adopted the aggressive tactics of Western fund managers.

Sony is the biggest bet yet for Mr. Loeb, an intense California native who built his name largely upon acidly written letters, berating targets for mismanagement and calling for change.

The strategy has proved profitable. Third Point’s returns are up 13.3 percent so far this year and up 2.6 percent for the first week of May. Forbes estimates Mr. Loeb’s net worth at about $1.5 billion.

Perhaps his most prominent victory has been Third Point’s investment in Yahoo, where Mr. Loeb pushed for the dismissal of a chief executive after exposing the executive for falsifying academic credentials.

Mindful of Japanese decorum, however, Mr. Loeb strikes a more conciliatory tone in his letter to Mr. Hirai of Sony. His calls are couched as suggestions aimed at improving the company, rather than aggressive demands.

“Third Point would not have made this substantial investment if we did not believe in a bright future for Sony’s global brand, superior technology, and dedicated employees,” he wrote. “We are confident that by acting as partners, Sony will grow stronger.”

Hiroko Tabuchi contributed reporting.