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New Standards Expected for Insurance Accounting Could Lead to Erratic Earnings

The Financial Accounting Standards Board on Thursday will propose new rules for insurance accounting that seem likely to increase volatility in reported profits for many insurers and lower reported revenue for rapidly growing companies.

Some of the largest protests might come from companies that until now have thought insurance accounting rules did not apply to them. The new rules would cover any company that issues contracts that are seen as insurance, or similar to insurance.

Insurance is defined as “accepting significant risk” from another party â€" the insured policyholder â€" by agreeing to pay compensation “if a specified uncertain future event adversely affects the policyholder.” That could include product warranties issued by third parties, mortgage guaantees and residual value guarantees. Most banks would have at least some products subject to the insurance rules.

But not all products that seem like insurance would be covered. The accounting for credit-default swaps, which pay if a borrower like a company or country defaults, would not change. The logic behind that is that such swaps are sold to speculators, who are betting that a default will come, as well as to bondholders who would suffer from a default.

“The proposed standard is intended to bring greater consistency and relevance to the accounting for contracts that transfer significant risk between parties,” said Leslie F. Seidman, the FASB chairwoman. “Current U.S. standards on insurance have evolved over the years as new products have been introduced, leading to some inconsis! tencies” in insurance accounting.

One important change for some life insurance companies would be the timing on recognizing revenue. Instead of recognizing premiums when they are received, premiums would be recognized over time, when the insurance is being provided. Expenses would also be delayed, so the effect on net income might not be large, but revenue growth might seem much slower for some companies.

Life insurance companies now set up reserves when a policy is sold, based on estimates of factors like life expectancy and the chance the policy will lapse before the policyholder dies. Under the new rules, those assumptions would have to be revised every three months, leading to changes in the book value of the policies. But many of those changes would go into a category called “other comprehensive income” and thus not affect the net income figures.

For property and casualty insurers, an important change would come in how reserves are calculated. Currently, most companies estimate he most likely result. Under the new rules, they would have to average out the possible results, based on probability. So for a company that thought there was a 60 percent chance that it would have to pay $1,000 on a claim, and a 40 percent chance it would have to pay $2,000, its required reserve would rise from $1,000, the most probable number, to $1,400 â€" the average of the probabilities.

That calculation would have to be updated frequently, leading to changes in earnings in one quarter that could be reversed in the next.

A significant change would be that reserves would now be subject to discounting based on time and interest rates. In the example above, the figure now would be $1,000 whether the company expected to pay the claim next year or 10 years from now. Under the proposal, the reserve for the claim that is not expected to be paid for 10 years would be discounted and would then rise every year as the expected payment date neared.

The new rules would affect only companies! that iss! ue insurance. Purchasers of insurance â€" basically every company â€" would not have to change their current accounting.

The proposal is similar to one issued by the International Accounting Standards Board last week, although there are some differences. The boards are seeking public comment through Oct. 25 and will then decide whether to change their proposals before issuing final rules.



I.P.O.’s Face Road Blocks as Markets Turn Shaky

HD Supply and Tremor Video could not be more different. One is a former Home Depot division that serves construction and maintenance contractors, while the other is a leading video advertising network.

But the market turmoil of recent weeks may have made both companies’ planned initial public offerings a bit bumpier all the same.

HD Supply priced its stock sale at $18 a share late Wednesday, well below its expected range. As of Wednesday night, Tremor was expected to sell shares at $11 to $13 each. The CDW Corporation, a technology products retailer, priced its stock at $17, the low end of an already-reduced range.

Their fortunes illustrate the sometimes rocky path for companies seeking to go public this year as once ebullient markets have had an occasional bout of shakiness, driven largely by concern that the Federal Reserve will soon bgin pulling back on its economic stimulus.

This year, Pfizer exceeded expectations when it spun off its animal health unit at a higher-than-expected price, raising $2.2 billion. The stock markets then were climbing with little sign of a slowdown.

But recent jolts in the stock and bond markets have reintroduced some caution into Wall Street, with the Standard & Poor’s 500-stock index down nearly 3 percent over the last month. That has prompted some investors in I.P.O.’s, which are some of the riskiest equity deals around, to push for better terms from sellers and underwriters.

“What we’ve been seeing are deals that are being reconfigured,” said David Menlow, the president of IPOfinancial.com, a research firm. “Some companies will be able to endure such a process, while o! thers won’t.”

One group likely to face difficulty in the current environment are companies owned by private equity firms, which are eager to sell holdings to earn profits from their investments.

Many of them took on significant amounts of debt in their takeovers, especially those struck at the height of the credit boom in 2007. Both HD Supply and CDW disclosed that the proceeds of the stock sales were aimed primarily to pay down their obligations.

Those heavy burdens may have prompted investors to demand better terms for their money. That led to HD Supply raising $957.6 million in its offering, a less-than-expected haul to reduce the company’s $6.6 billion in debt.

The company had hoped to seize upon expectations of a revival in the construction industry, with home prices rising and new projects growing. HD Supply reorted a 16.7 percent gain in net sales for its second quarter, to $2.1 billion, and a 65 percent cut in its net loss, to $131 million.

The architects of the company’s $8.5 billion leveraged buyout â€" the Carlyle Group, Bain Capital and Clayton Dubilier & Rice â€" are not selling any of their holdings and will still own about 57 percent of the company after the I.P.O.

CDW, too, was forced to lower its expectations.

Its primary owners, the private equity firms Madison Dearborn and Providence Equity Partners, abandoned plans to sell some of their holdings, leading to a smaller-than-expected $396.1 million in proceeds from the offering.

It’s unclear how Tremor Video will fare in its scheduled market debut. The online ad network hoped to raise $97.5 million in its closely watched offering, potentially setting a precedent for a! slew of ! other advertising technology offerings poised to come to market.

I.P.O. bankers say the sector represents the next technology gold rush, as companies seek to become the big new player in a growing market.

Founded in 2005, Tremor focuses on putting ads into videos instead of in separate banners on sites. The company promotes its technology offerings that are meant to more precisely match ads to appropriate content.

For its second quarter, Tremor reported a 43 percent gain from the year-ago period, to $24.8 million, and a near-halving of its net loss, to $5.2 million.



Bill for Public Projects Is Rising, and Pain Will Be Felt for Years

States and cities across the nation are starting to learn what Wall Street already knows: the days of easy money are coming to an end.

Interest rates have been inching up everywhere, sending America’s vast market for municipal bonds, a crucial source of financing for roads, bridges, schools and more, into its steepest decline since the dark days of the financial crisis in 2008.

For one state, Illinois, the higher interest rates will add up to $130 million over the next 25 years â€" and that is for just one new borrowing. All told, the interest burden of states and localities is likely to grow by many billions, sapping tax dollars that otherwise might have been spent on public services.

The same concerns about rising rates that have buffeted the world’s stock markets recently have also affected themarket for municipal bonds. The muni market, despite a modest rally on Wednesday, is headed for one of its worst months in years.

Much as home mortgage rates are making home buying a bit more costly as they rise, so, too, are the rates at which states and cities borrow money. Public officials â€" and taxpayers â€" may feel the effects for years. Perversely, the places with the greatest distress are likely to see their borrowing costs rise most.

Over the last few days Georgia, Philadelphia, the Metropolitan Transportation Authority in New York and others have delayed sales of new bonds, citing the precipitous plunge in prices that is driving up interest rates.

Gov. Pat Quinn of Illinois attributed the extra cost to the state’s failure to shore up its finances, particularly its rickety pension system. Illinois has the lowest credit rating of any state, and as interest rates rise they tend to rise fastest for the weakest borrowers.

“Borrowing money when you’re already in debt doesn’t seem like a good idea to me,” said Felicia Hill, a 44-year-old Chicago woman who wondered how the state could bear the rising cost. “I think it could have waited, when we have bigger problems in Illinois.”

The sell-off in the municipal bond market has followed the general rout in the overall bond market, which was set off when Ben S. Bernanke, the chairman of the Federal Reserve, indicated that the strength of the economic recovery might allow the central bank to pull back on its $85 billion-a-month bond-buying program earlier than anticipated.

The Fed was not buying municipal bonds, but the market reacted anyway. Investors expected interest rates to rise, and because prices move in the opposite direction, the values of the municipal bonds they already held dropped.

Investors apparently started selling, not wanting to be the last one out. That caused a flood of bond sales. For the week ended June 19, $3.368 billion flowed out of mutual funds that hold tax-exempt municipal bonds, ! according ! to the Investment Company Institute. The outflow for the previous week was $3.236 billion.

Such sell-offs tend to hit the municipal bond market hard because it has many individual investors who buy bonds to hold them, either directly or through mutual funds, rather than financial institutions that trade them quickly.

“The mutual fund’s customer has proven to be fickle in these volatile periods, and you get the sticker-shock effect,” said Chris Mauro, the head of municipal bond strategy at RBC Capital Markets. The trend starts to feed off itself and can last for a long time, he said. “As they liquidate, there’s pressure on the mutual funds to raise cash, which puts more selling pressure onto the market.”

Some analysts thought the sell-off was made worse by the actions o Detroit as it flirted with bankruptcy. The city’s emergency manager, Kevyn Orr, proposed inflicting severe losses on its bondholders earlier this month as he struggled to keep the city from declaring what would be the largest municipal bankruptcy in history. That prompted investors to sell Detroit bonds, and raised questions about whether Detroit’s approach could set an example that other distressed cities would follow.

Some local governments that had planned to issue bonds this week decided to wait and see whether the market improved. But Illinois was among those that could not afford to wait. It had been conserving money by delaying road maintenance and the building of new schools.

Abdon Pallasch, an assistant state budget director, cited in particular the risk of delaying reconstruction of the city’s commuter rail system in hopes of obtaining better rates on the bonds. He said service had been halted on the Red Line, Chicago’s oldest, inconveniencing 80,000 commuters a day.

Mr. P! allasch said that state finance officers had calculated the state’s $130 million market penalty by comparing the rate Illinois will pay on these bonds with the rates being paid on similar bonds issued by states with AA ratings. That, he said, was Illinois’s credit rating before the state’s pension problems boiled up.

Illinois has shortchanged its pension system for many years and has now fallen so far behind that it cannot catch up without diverting money away from other programs. Governor Quinn has tried several times without success to push pension overhauls through the legislature. Moody’s Investor Service downgraded the state’s credit to A2 in June, soon after one failed legislative effort, and Fitch went to A-, the equivalent in its ranking system.

Although those ratings are the lowest of any state, they are still several notches above junk grade.

Governor Quinn said that the state was paying an average interest rate on the bonds of 5.042 percent. He called on lawmakers to enact pension changes “by July 9, so we can stop the bleeding, prevent future downgrades and jump-start Illinois’s economy.”

Daniel Berger, senior market strategist for Thomson Reuters Municipal Market Data, said the pension-related downgrades cited by the governor were important factors but not the only ones.

He said that market conditions had driven the interest rate on a typical 10-year municipal bond up by more than one percentage point since the beginning of May. The rate for longer-maturity bo! nds were ! more than 1.25 percentage points higher.

“He’s ignoring the adverse market conditions,” Mr. Berger said.



A.I.G.’s Former Chief Can Pursue Narrower Suit Against U.S.

The former chief executive of the American International Group, Maurice R. Greenberg, can pursue a lawsuit against the United States government over the financial crisis bailout of the insurer, though in narrower form, a judge ruled on Wednesday.

Mr. Greenberg can continue with claims that shareholders of A.I.G. lost tens of billions of dollars when the government attached onerous terms to the $182 billion rescue, Judge Thomas C. Wheeler of the United States Court of Federal Claims ruled on Wednesday.

But the judge threw out so-called derivative claims in which Mr. Greenberg sought to fight on behalf of his former company. In his ruling, Juge Wheeler said the board of A.I.G. had acted in good faith when it decided not to join the lawsuit earlier this year.

Mr. Greenberg, through his investment vehicle Starr International, has “failed to allege particularized facts that create a reasonable doubt as to the good faith or reasonableness of the board’s investigation of Starr’s demand,” the judge ruled, granting motions by A.I.G. and the government to dismiss the derivative claims.

At the same time, the decision leaves intact Mr. Greenberg’s direct claims against the government on behalf of himself and other shareholders, denying a motion by the government to dismiss those claims.

“We are pleased that the Court of Federal Claims has denied the motion of the United States and permitted Starr International to pursue the claims of two classes of A.I.G. shareholders for tens of billions of dollars that the government took without just compensation and/or illegally exacted in 2008 and 2009,” David Boies, the prominent trial lawyer representing Mr. Greenberg, said in a statement. “We look forward to continuing discovery in this action and getting ready for trial in the fall of 2014.”

Wednesday’s decision allows A.I.G. to distance itself from the lawsuit, which set off a storm of controversy when The New York Times reported in January that the board of the insurer was weighing whether to join it. Several lawmakers expressed alarm that A.I.G. might sue its savior.

After choosing not to join with its former chief, A.I.G. in April sought to bar Mr. Greenberg from suing on its behalf. The insurer said at that time that its directors “had every right to decide, in the exercise of their business judgment, that suing the government for its rescue of A.I.G. is not the right thing for A.I.G. to do.”

The essence of Mr. Greenberg’s claims against the government is that the A.I.G. bailout shortchanged investors and violated their Fifth Amendment rights. The Treasury Department has said that the claims “have no merit whatsoever, and we will continue to defend the case vigorously.”



Dish Withdraws Its Bid for Clearwire

Dish Network withdrew its $4.40-a-share offer for Clearwire on Wednesday, nearly a week after the bid was trumped with a sweetened proposal by Sprint Nextel.

The decision means that Sprint is now free to buy the roughly 50 percent of Clearwire that it does not already own, subject to a vote by Clearwire shareholders on July 8.

It also comes about a week after Dish walked away from a $25.5 billion bid to buy Sprint itself after a higher takeover offer from SoftBank of Japan.

Wednesday’s announcement marks the second official setback in Dish’s efforts to expand from satellite television into cellphone service. Through both deal offers, the company had sought to find a partner that would help it make use of its hoard of wireless spectrum.

Though Dish could never buy full control of Clearwire because Sprint was unlikely to part with its holdings, it would have gained significant negotiating leverage over its new, unwilling partner. Its bid was welcomed by Clearwire shareholders unhappy with Sprint’s previous offers, a group that included hedge funds like Crest Financial.

But with its most recent offer, worth $5 a share, Sprint managed to secure nearly all the votes it would need to prevail at a shareholder vote.

It isn’t clear what Dish and its chairman, Charles Ergen, wi! ll do next, though analysts speculate that the company will turn its attention to another wireless services provider like T-Mobile US.



Glenview Seeks to Replace Board of Hospital Group

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Clearwire Deal Is a Lesson in High-Stakes Bidding

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The Intricate Endgame for Dell

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Men\'s Wearhouse Details Differences With Founder

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Royal Bank of Canada Gains by Putting the Brakes on Traders

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Losing Ground on Nook, Barnes & Noble Ceases Its Own Manufacture of Color Versions

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From Leucadia, a Final Letter to Shareholders

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Hong Kong\'s I.P.O. Market Cools

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UBS\'s French Unit Fined $13 Million in Tax-Evasion Inquiry

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Wall Street\'s Tortoise and the Hare

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Prominent Lawyer Fabricated Expenses Over 6 Years, Disciplinary Board Says

A prominent corporate lawyer in Chicago has been accused by an Illinois disciplinary board of charging the firm for phony expenses, including about $70,000 in taxi trips, $35,000 in sporting events and a Thanksgiving celebration at his country club.

Lee M. Smolen, a partner at DLA Piper, the world's largest law firm, was named in a complaint filed this month by the Illinois Attorney Registration and Disciplinary Commission. Before joining DLA, Mr. Smolen was a longtime partner at Sidley Austin. The board said it was at Sidley where the false expense reporting took place.

From 2007 to 2012, Mr. Smolen fabricated more than $120,000 in expenses submitted to Sidley, the commission said. The complaint, which accuses Mr. Smolen of fraud and deceit, asks that the case be assigned to a panel for additional investigation and to make a recommendation “for such discipline as warranted.”

Mr. Smolen resigned abruptly from Sidley last fall, and joined DLA in Febru ary. Josh Epstein, a DLA spokesman, said in a statement that the firm was aware of Mr. Smolen's disciplinary matter when it hired him.

“After our own due diligence and a thorough review of the facts, the firm decided to give great weight to the total body of Lee's work over his 25-plus years as a lawyer,” the statement said. “Lee is a well-respected attorney who has learned from his experience and taken all the necessary steps to move forward as a productive member of our team.”

Neither Mr. Smolen nor his lawyer, Robert Merrick, responded to a request for comment. Carter Phillips, the chairman of Sidley Austin, declined to comment. The Legal Profession Blog first reported on Mr. Smolen's case, which was filed June 14.

The disciplinary commission said that Mr. Smolen requested more than 800 reimbursements for taxi rides that he knew he had not taken. Other sham expenses included sporting events, at least $13,000 in restaurant gift cards and $2,000 fo r meals at his country club.

Most of the expenses, the disciplinary commission said, were paid out of fees that the firm had collected from a major financial firm that is one of Sidley's largest clients.

Lawyers at other elite law firms have come under scrutiny for possible financial misdeeds. In March, Theodore Freedman, a former Kirkland & Ellis partner, pleaded guilty to tax fraud for underreporting his partnership income by more than $2 million over a four-year period. Carlos Spinelli-Noseda, a lawyer at Sullivan & Cromwell, was disbarred in 2008 after admitting to misappropriating more than $500,000 from the firm and its clients.

Mr. Smolen, 53, served as global coordinator of Sidley's real estate practice, joining the firm straight out of the University of Chicago Law School in 1985. In 2008, he was named to the executive committee of Sidley, whose partners, on average, made $1.8 million last year.

Sidley Austin, a storied Chicago firm founded i n 1866, also played an important role in President Obama's biography. In 1988, Michelle Robinson was a young Sidley lawyer fresh out of Harvard Law School when she was asked to mentor a promising summer associate named Barack Obama. They married four years later.



Marc Rich, Pardoned Financier, Dies at 78

Marc Rich, who made billions in commodities as founder of Glencore International and was a fugitive on charges of tax evasion and trading with Iran until he was pardoned by President Bill Clinton, died in Switzerland.

In Shareholder Say-on-Pay Votes, More Whispers Than Shouts

The “say on pay” experiment is a bust.

The Dodd-Frank financial overhaul law gave shareholders the ability to vote on the pay packages of top executives, and it turns out that they fall over themselves to approve.

More companies are achieving Fidel Castro-like election results this year than in the first two years since Dodd-Frank started requiring such votes. A full 72 percent of companies reporting votes so far have received 90 percent or more shareholder approval for their pay packages. That compares with 69 percent in both 2012 and 2011, according to Equilar, an executive compensation consultancy.

And shareholders are feeling relatively magnanimous about the rotten apples, too. Only 41 companies out of nearly 1,800 failed so far this year on say-on-pay votes, compared with 49 companies at this point last year, according to the companies tra cked by the executive compensation consulting firm Semler Brossy.

Troublingly, investors pass larger companies more readily than they do smaller firms. But the chief executive of a large company deserves more scrutiny over pay, not less. That's partly because the livelihoods of so many people depend on people running big firms, but also because those executives are largely caretakers of already established institutions. Typically, they have displayed neither vision nor entrepreneurialism but an ability to rise through a bureaucracy without offending anyone. When they arrive on the throne, they typically do a little bit better or a little bit worse than their predecessor, without distinguishing themselves in the least. Yet, they get paid as if they were the second coming of Henry Ford.

The final strike against say-on-pay is that it has had no impact on the level of compensation. Quite the opposite. Pay for chief executives was at its highest level ever last year, up 6.5 percent from a year earlier, according to an Equilar analysis. After a brief dip at the height of the recession, pay for corporate chieftains rose 6 percent in 2011 and soared 24 percent in 2010. For those keeping score at home, that sharply outpaces inflation, which was a piddling 1.7 percent last year. Median worker pay didn't keep up with rising prices in those years.

These results demonstrate that shareholders don't care about pay if their stocks are going up. But if say-on-pay merely takes the temperature of the stock market, why bother? Stocks usually go up and down together, especially in a market driven more by Federal Reserve monetary policy than by individual corporate performance.

Permission is he reby granted to relinquish any hope that shareholders will try to distinguish between the chief executives who are “worth” their giant pay packages and those who aren't.

But what did anyone expect from say-on-pay? It's yet another example of Dodd-Frank's ineptitude and impoverishment. The Securities and Exchange Commission finalized its say-on-pay rule, required by the financial overhaul, in January 2011. And what did it come up with?

The vote was nonbinding. It's as if the government wanted to allow shareholders to conduct a primal scream. Instead, they whisper sweet nothings. And companies are required to hold the votes only once every three years. So the rule didn't force companies to comply with anything. Instead of making p olicy to address the problem, Congress and the regulators came up with toothless P.R.

Corporate chieftains may think: Whaddya gonna do, sue me? Well, that's been tried. And the plaintiffs' bar has whiffed. According to an analysis by the law firm Haynes and Boone, a series of lawsuits filed in 2010 and 2011 alleging breaches of fiduciary duty went nowhere. The following year, a bunch of suits contended that companies had inadequately disclosed their compensation plans. The suits accused directors of violating their duties, and charged the companies with aiding and abetting, but they, too, mostly fizzled.

There is a clear winner, here, of course. As a result of say-on-pay, the S.E.C. now requires tables upon tables of indecipherable material, so companies indulge in an orgy of disclosure. As with most regulation these days, corporate law firm partners emerge victorious, on the backs of the poor associates who have to wade through these materials in the wee morning hours.

So that was a bust. We can't count on shareholders to be assertive. The plaintiffs' lawyers, unsurprisingly, can't make much hay out of possible noncompliance with a nonbinding vote.

The best we could hope for is that say-on-pay shifted the social norms about compensation. Maybe executives would be embarrassed not to win fulsome support from their shareholders. Well, it turns out that many millions of dollars comforts a chief executive just fine on those lonely nights after the rare shareholder rebuke.

And putting shareholders in charge of enforcing social norms is like having Lindsay Lohan advise Miley Cyrus on temperance. Active managers are an underperforming bunch. They aren't exactly rushing to call attention to other underperformers. And as Harvard Business Review's Justin Fox has pointed out, they share an interest with chief executives in remaining overpaid.

A new study from the left-leaning Economic Policy Institute notes that the rise in incomes for the top 1 percent - and especially the top 0.1 percent - is mostly accounted for by the rise in compensation for top corporate executives and finance professionals. Wi thout those two groups, income inequality in this country would be substantially lessened. And the institute's study contends, persuasively, that this rise has been in excess of what these people would require in order to be motivated to do their jobs.

The pay problem is often ascribed to crony boards of directors paying off their buddies so they in turn can receive excess pay. But having shareholders judge these packages replicates the problem. One overpaid class rewards another.



Proposed Guidelines Could Require Banks to Raise Billions in Capital

FRANKFURT - Big European banks may be required to raise billions of euros in new capital, making them less risky but potentially putting them at a disadvantage to their American rivals, under guidelines issued Wednesday by an organization that coordinates global bank regulation.

The Basel Committee on Banking Supervision, which includes regulators from the United States, Europe, Japan and other major economies, issued a revised proposal Wednesday on how banks should calculate their so-called leverage ratios, a measure of how much of other people's money lenders use to conduct business.

If put into force, the new rules would probably fall hardest on large European institutions like Deutsche Bank and Barclays, which tend to use a high proportion of borrowed money to do business or have large portfolios of derivatives.

American banks have faced controls on leverage for decades, while most European banks have not. As a result, Europe's banks may have to struggle harder to comply with the new rules. ‘‘This will essentially be the first time European banks will be subject to a leverage ratio,'' said Andrew S. Fei, a lawyer in the New York office of Davis Polk who specializes in bank regulation.

While highly technical, the proposed rules are at the center of efforts to ensure that taxpayers never again have to bail out big banks amid a fina ncial crisis. Banks have lobbied intensively for rules that allowed them to risk large amounts of borrowed money, which provides them the opportunity to increase profits. But the guidelines issued Wednesday appear to reflect warnings by many economists that bank risk remains too high.

Stefan Ingves, chairman of the Basel Committee and governor of the Swedish central bank, said the rules would also eliminate discrepancies in the way leverage was calculated in different countries.

‘‘This ensures investors and other stakeholders will have a comparable measure of bank leverage, regardless of domestic accounting standards,'' Mr. Ingves said in a statement.

The proposed guidelines come amid signs that, elsewhere in Europe, the political will to rein in bank risk is flagging. Euro-zone finance ministers met in Brussels on Wednesday in yet another effort to reach an agreement on a so-called banking union, in which countries would share some of the cost of recap italizing banks.

Marathon talks on the subject last week ended in deadlock. The ministers were not expected to conclude the latest round of talks until late Wednesday or early Thursday, and it was uncertain whether they would be able to reach an agreement.

The new rules from the Basel Committee are not binding on individual countries and would not take full effect until the beginning of 2018. Banks and other interested parties have until Sept. 20 to comment on the guidelines, which could be further revised before the committee votes on the proposal.

Banks that are short of capital under the new guidelines could face market pressure to raise money well before the rules take effect. That is because, beginning in 2015, the banks would be required to disclose much more information about what kind of risk they carry on their books.

Some governments, anxious to avoid asking taxpayers to rescue banks again, have already been compelling lenders to raise more capital. The Prudential Regulatory Authority in Britain ordered Barclays last week to submit a plan by the end of the month on how the institution would increase capital and reduce leverage.

The Bank of England warned on Wednesday that banks might need to further bolster their capital because of big swings in asset prices that had taken place in recent weeks, as markets reacted to signs that the Federal Reserve in the United States was likely to scale back its stimulus measures.

‘‘Authorities need to be alert to whether stability could be threatened by excessive leverage o r liquidity risk building up in any potentially vulnerable parts of the financial system,'' said Paul Tucker, deputy governor for financial stability at the British central bank. ‘‘That has been underlined by the abrupt correction in asset prices over recent weeks.''

Rules on leverage have been the subject of an intense, behind-the-scenes debate between bankers and regulators for several years, as well as a source of tension between the United States and Europe.

German and French regulators have pushed for rules that give banks wide discretion to estimate their risk from loans, derivatives or other assets. But American regulators, along with many economists, have argued that banks cannot be relied on to judge risk accurately.

Thomas M. Hoenig, vice chairman of the Federal Deposit Insurance Corporation, told an audience in Basel in April that measures of risk based on banks' own calculations created ‘‘the illusion that these firms are well capitalized.''

In 2010, the Basel Committee proposed a leverage ratio of 3 percent, meaning that banks would need to hold about $1 in capital for every $33 in risk or other financial exposure. But there remained questions about how banks should be required to value their portfolios and calculate the ratio.

While European banks would tend to be hit hardest by the new rules, American banks could also feel pressure. Some of the methods they use to discount derivatives exposure under American accounting rules would no longer be allowed. Higher exposure would increase their need for capital.

Even with the stricter guidelines proposed Wednesday, economists expressed concern that banks were continuing to operate with thin capital cushions.

‘‘We are still looking at very low numbers from a historical perspective,'' said Harald Benink, a professor of banking and finance at Tilburg University in the Netherlands. ‘‘If we really want to protect the taxpayers, we need to start looking at numbers that are more ambitious.''



Basel Leverage Rules to Put Pressure on Wall Street

The Basel committee's effort to harmonize leverage rules will raise the heat on Wall Street. The global regulator wants banks to present a leverage ratio metric that would include additional notional values for derivatives. That would limit significantly the ability of American lenders to offset opposing derivatives trades.

Basel's proposals aim at creating the sort of level playing field that banks usually beg for. At the end of last year, none of the Wall Street's five largest banks - Bank of America, Citigroup, Goldman Sachs, JPMorgan Chase and Morgan Stanley - reported leverage of more than 20 times equity, as a result of the leniency of generally accepted accounting principles toward derivatives exposures. Investment banks in Europe, which report gross derivatives under stricter international financial reporting standards, had far higher leverage. The eight largest all exceeded 20 times leverage at the end of last year. Three banks had double that level.

If the five American banks had calculated leverage on the basis of gross derivatives, assets would have been at least 25 times equity, closer to their European peers, according to research by Barclays. What's more, Basel's move to enlarge American banks' assets would also be welcome by markets. A third of investors polled by Barclays in January felt gross asset numbers make banks' balance sheets more comprehensible.

Basel's allowance for leverage of up to 33 times is patently too high: just a 3 percent fall in assets would wipe out the equity of a bank with that level of gearing. But the committee deserves praise for widening the definition of assets, to prevent banks from gaming calculations. The rules aim to capture off-balance sheet items and repurchase agreements, or “repos,” which are like derivatives but are often accounted for as cashlike assets.

The methodology is overly complex in places and the prescription overly rigid. That may leave a generally sensible set of proposals vulnerable to lobbying in Wa shington.

Banks worldwide may also push regulators to define equity more generously. The Basel committee has said little so far about the numerator of the leverage equation, stating only that it looks at both more narrow Tier 1 common equity and total regulatory capital in parallel. Despite the progress, banks may yet push back on the latest attempt to keep them under control.

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



Basel Leverage Rules to Put Pressure on Wall Street

The Basel committee’s effort to harmonize leverage rules will raise the heat on Wall Street. The global regulator wants banks to present a leverage ratio metric that would include additional notional values for derivatives. That would limit significantly the ability of American lenders to offset opposing derivatives trades.

Basel’s proposals aim at creating the sort of level playing field that banks usually beg for. At the end of last year, none of the Wall Street’s five largest banks â€" Bank of America, Citigroup, Goldman SachsJPMorgan Chase and Morgan Stanley â€" reported leverage of more than 20 times equity, as a result of the leniency of generally accepted accounting principles toward derivatives exposures. Investment banks in Europe, which report gross derivatives under stricter international financial reporting standards, had far higher leverage. The eight largest all exceeded 20 times leverage at the end of last year. Three banks had double that level.

If the five American banks had calculated leverage on the basis of gross derivatives, assets would have been at least 25 times equity, closer to their European peers, according to research by Barclays. What’s more, Basel’s move to enlarge American banks’ assets would also be welcome by markets. A third of investors polled by Barclays in January felt gross asset numbers make banks’ balance sheets more comprehensible.

Basel’s allowance for leverage of up to 33 times is patently too high: just a 3 percent fall in assets would wipe out the equity of a bank with that level of gearing. But the committee deserves praise for widening the definition of assets, to prevent banks from gaming calculations. The rules aim to capture off-balance sheet items and repurchase agreements, or “repos,” which are like derivatives but are often accounted for as cashlike assets.

The methodology is overly complex in places and the prescription overly rigid. That may leave a generally sensible set of proposals vulnerable to lobbying in Washington.

Banks worldwide may also push regulators to define equitymore generously. The Basel committee has said little so far about the numerator of the leverage equation, stating only that it looks at both more narrow Tier 1 common equity and total regulatory capital in parallel. Despite the progress, banks may yet push back on the latest attempt to keep them under control.

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



Proposed Guidelines Could Require Banks to Raise Billions in Capital

FRANKFURT â€" Big European banks may be required to raise billions of euros in new capital, making them less risky but potentially putting them at a disadvantage to their American rivals, under guidelines issued Wednesday by an organization that coordinates global bank regulation.

The Basel Committee on Banking Supervision, which includes regulators from the United States, Europe, Japan and other major economies, issued a revised proposal Wednesday on how banks should calculate their so-called leverage ratios, a measure of how much of other people’s money lenders use to conduct business.

If put into force, the new rules would probably fall hardest on large European institutions like Deutsche Bank and Barclays, which tend to use a high proportion of borrowed money to do business or have large portfolios of derivatives.

American banks have faced controls on leverage for decades, while most European banks have not. As a result, Europe’s banks may have to struggle harder to comply with the new rules. ‘‘This will essentially be the first time European banks will be subject to a leverage ratio,’’ said Andrew S. Fei, a lawyer in the New York office of Davis Polk who specializes in bank regulation.

While highly technical, the proposed rules are at the center of efforts to ensure that taxpayers never again have to bail out big banks amid a financial crisis. Banks have lobbied intensively for ru! les that allowed them to risk large amounts of borrowed money, which provides them the opportunity to increase profits. But the guidelines issued Wednesday appear to reflect warnings by many economists that bank risk remains too high.

Stefan Ingves, chairman of the Basel Committee and governor of the Swedish central bank, said the rules would also eliminate discrepancies in the way leverage is calculated in different countries.

‘‘This ensures investors and other stakeholders will have a comparable measure of bank leverage, regardless of domestic accounting standards,’’ Mr. Ingves said in a statement.

The proposed guidelines come amid signs that, elsewhere in Europe, the political will to rein in bank risk is flagging. Euro zone finance ministers met in Brussels on Wednesday in yet another effort to reach agreement on a so-called banking union, in which countries would share some of the cost of recapitalizing banks.

Marathon talks on the subject last week ended in deadlock. Th ministers were not expected to conclude the latest round of talks until late Wednesday or early Thursday, and it was uncertain whether they would be able to reach an agreement.

The new rules from the Basel Committee are not binding on individual countries and would not take full effect until the beginning of 2018. Banks and other interested parties have until Sept. 20 to comment on the guidelines, which could be further revised before the committee votes on the proposal.

Banks that are short of capital under the new guidelines could face market pressure to raise fresh funds well before the rules take effect. That is because, beginning in 2015, the banks would be required to disclose much more information about what kind of risk they carry on their books.

Some governments, anxious to avoid asking taxpayers to rescue banks again, have already been compelling lenders to raise more capital. The Prudential Regulatory Authority in Britain ordered Barclays last week to submit a plan by th! e end of ! the month on how the institution would increase capital and reduce leverage.

The Bank of England warned Wednesday that banks might need to further bolster their capital because of big swings in asset prices that had taken place in recent weeks, as markets reacted to signs that the Federal Reserve in the United States was likely to scale back its stimulus measures.

‘‘Authorities need to be alert to whether stability could be threatened by excessive leverage or liquidity risk building up in any potentially vulnerable parts of the financial system,’’ said Paul Tucker, deputy governor for financial stabilty at the British central bank. ‘‘That has been underlined by the abrupt correction in asset prices over recent weeks.’’

Rules on leverage have been the subject of an intense, behind-the-scenes debate between bankers and regulators for several years, as well as a source of tension between the United States and Europe.

German and French regulators have pushed for rules that give banks wide discretion to estimate their risk from loans, derivatives or other assets. But American regulators, along with many economists, have argued that banks cannot be relied upon to judge risk accurately.

Thomas M. Hoenig, vice chairman of the Federal Deposit Insurance Corporation, told an audience in Basel in April that measures of risk based on banks’ own calculations crea! ted ‘â€! ˜the illusion that these firms are well capitalized.’’

In 2010, the Basel Committee proposed a leverage ratio of 3 percent, meaning that banks would need to hold about $1 in capital for every $33 in risk or other financial exposure.
But there remained questions about how banks should be required to value their portfolios and calculate the ratio.

While European banks would tend to be hit hardest by the new rules, American banks could also feel pressure. Some of the methods they use to discount derivatives exposure under American accounting rules would no longer be allowed. Higher exposure would increase their need for capital.

Even with the stricter guidelines proposed Wednesday, economists expressed concern that banks were continuing to operate with very thin capital cushions.

‘‘We are still looking at very low numbers from a historical perspective,’’ said Harald Benink, a professor of banking and finance at Tilburg University in the Netherlands. ‘‘If we really wnt to protect the taxpayers we need to start looking at numbers that are more ambitious.’’



Proposed Guidelines Could Require Banks to Raise Billions in Capital

FRANKFURT â€" Big European banks may be required to raise billions of euros in new capital, making them less risky but potentially putting them at a disadvantage to their American rivals, under guidelines issued Wednesday by an organization that coordinates global bank regulation.

The Basel Committee on Banking Supervision, which includes regulators from the United States, Europe, Japan and other major economies, issued a revised proposal Wednesday on how banks should calculate their so-called leverage ratios, a measure of how much of other people’s money lenders use to conduct business.

If put into force, the new rules would probably fall hardest on large European institutions like Deutsche Bank and Barclays, which tend to use a high proportion of borrowed money to do business or have large portfolios of derivatives.

American banks have faced controls on leverage for decades, while most European banks have not. As a result, Europe’s banks may have to struggle harder to comply with the new rules. ‘‘This will essentially be the first time European banks will be subject to a leverage ratio,’’ said Andrew S. Fei, a lawyer in the New York office of Davis Polk who specializes in bank regulation.

While highly technical, the proposed rules are at the center of efforts to ensure that taxpayers never again have to bail out big banks amid a financial crisis. Banks have lobbied intensively for ru! les that allowed them to risk large amounts of borrowed money, which provides them the opportunity to increase profits. But the guidelines issued Wednesday appear to reflect warnings by many economists that bank risk remains too high.

Stefan Ingves, chairman of the Basel Committee and governor of the Swedish central bank, said the rules would also eliminate discrepancies in the way leverage is calculated in different countries.

‘‘This ensures investors and other stakeholders will have a comparable measure of bank leverage, regardless of domestic accounting standards,’’ Mr. Ingves said in a statement.

The proposed guidelines come amid signs that, elsewhere in Europe, the political will to rein in bank risk is flagging. Euro zone finance ministers met in Brussels on Wednesday in yet another effort to reach agreement on a so-called banking union, in which countries would share some of the cost of recapitalizing banks.

Marathon talks on the subject last week ended in deadlock. Th ministers were not expected to conclude the latest round of talks until late Wednesday or early Thursday, and it was uncertain whether they would be able to reach an agreement.

The new rules from the Basel Committee are not binding on individual countries and would not take full effect until the beginning of 2018. Banks and other interested parties have until Sept. 20 to comment on the guidelines, which could be further revised before the committee votes on the proposal.

Banks that are short of capital under the new guidelines could face market pressure to raise fresh funds well before the rules take effect. That is because, beginning in 2015, the banks would be required to disclose much more information about what kind of risk they carry on their books.

Some governments, anxious to avoid asking taxpayers to rescue banks again, have already been compelling lenders to raise more capital. The Prudential Regulatory Authority in Britain ordered Barclays last week to submit a plan by th! e end of ! the month on how the institution would increase capital and reduce leverage.

The Bank of England warned Wednesday that banks might need to further bolster their capital because of big swings in asset prices that had taken place in recent weeks, as markets reacted to signs that the Federal Reserve in the United States was likely to scale back its stimulus measures.

‘‘Authorities need to be alert to whether stability could be threatened by excessive leverage or liquidity risk building up in any potentially vulnerable parts of the financial system,’’ said Paul Tucker, deputy governor for financial stabilty at the British central bank. ‘‘That has been underlined by the abrupt correction in asset prices over recent weeks.’’

Rules on leverage have been the subject of an intense, behind-the-scenes debate between bankers and regulators for several years, as well as a source of tension between the United States and Europe.

German and French regulators have pushed for rules that give banks wide discretion to estimate their risk from loans, derivatives or other assets. But American regulators, along with many economists, have argued that banks cannot be relied upon to judge risk accurately.

Thomas M. Hoenig, vice chairman of the Federal Deposit Insurance Corporation, told an audience in Basel in April that measures of risk based on banks’ own calculations crea! ted ‘â€! ˜the illusion that these firms are well capitalized.’’

In 2010, the Basel Committee proposed a leverage ratio of 3 percent, meaning that banks would need to hold about $1 in capital for every $33 in risk or other financial exposure.
But there remained questions about how banks should be required to value their portfolios and calculate the ratio.

While European banks would tend to be hit hardest by the new rules, American banks could also feel pressure. Some of the methods they use to discount derivatives exposure under American accounting rules would no longer be allowed. Higher exposure would increase their need for capital.

Even with the stricter guidelines proposed Wednesday, economists expressed concern that banks were continuing to operate with very thin capital cushions.

‘‘We are still looking at very low numbers from a historical perspective,’’ said Harald Benink, a professor of banking and finance at Tilburg University in the Netherlands. ‘‘If we really wnt to protect the taxpayers we need to start looking at numbers that are more ambitious.’’



In Shareholder Say-on-Pay Votes, More Whispers Than Shouts

The “say on pay” experiment is a bust.

The Dodd-Frank financial overhaul law gave shareholders the ability to vote on the pay packages of top executives, and it turns out that they fall over themselves to approve.

More companies are achieving Hugo Chavez-like election results this year than in the first two years since Dodd-Frank started requiring such votes. A full 72 percent of companies reporting votes so far have received 90 percent or more shareholder approval for their pay packages. That compares with 69 percent in both 2012 and 2011, according to Equilar, an executive compensation consultancy.

And shareholders are feeling relatively magnanimous about the rotten apples, too. Only 41 companies out of narly 1,800 failed so far this year on say-on-pay votes, compared with 49 companies at this point last year, according to the companies tracked by the executive compensation consulting firm Semler Brossy.

Troublingly, investors pass larger companies more readily than they do smaller firms. But the chief executive of a large company deserves more scrutiny over pay, not less. That’s partly because the livelihoods of so many people depend on people running big firms, but also because those executives are largely caretakers of already established institutions. Typically, they have displayed neither vision nor entrepreneurialism but an ability to rise through a bureaucracy without offending anyone. When they arrive on the throne, they typically do a little bit better or a little bit worse than their predecessor, without distinguishing themselves in the least. Yet, they get paid as if they were the second coming of Henry Ford.

The final strike against say-on-pay is that it has had no impact on the level of compensation. Quite the opposite. Pay for chief executives was at its highest level ever last year, up 6.5 percent from a year earlier, according to an Equilar analysis. After a brief dip at the height of the recession, pay for corporate chieftains rose 6 percent in 2011 and soared 24 percent in 2010. For those keeping score at home, that sharply outpaces inflation, which was a piddling 1.7 percent last year. Median worker pay didn’t keep up with rising prices in those years.

These results demonstrate that shareholders don’t care about pay if their stocks are going up. But if say-on-pay merely takes the temperature of the stock market, why bother? Stocks usually go up and down together, especially in a market driven more by Federal Resrve monetary policy than by individual corporate performance.

Permission is hereby granted to relinquish any hope that shareholders will try to distinguish between the chief executives who are “worth” their giant pay packages and those who aren’t.

But what did anyone expect from say-on-pay? It’s yet another example of Dodd-Frank’s ineptitude and impoverishment. The Securities and Exchange Commission finalized its say-on-pay rule, required by the financial overhaul, in January 2011. And what did it come up with?

The vote was nonbinding. It’s as if the government wanted to allow shareholders to conduct a primal scream. Instead, they whisper sweet nothings. And companies are required to hold the votes only once every three years. So the rule d! idn’t f! orce companies to comply with anything. Instead of making policy to address the problem, Congress and the regulators came up with toothless P.R.

Corporate chieftains may think: Whaddya gonna do, sue me? Well, that’s been tried. And the plaintiffs’ bar has whiffed. According to an analysis by the law firm Haynes and Boone, a series of lawsuits filed in 2010 and 2011 alleging breaches of fiduciary duty went nowhere. The following year, a bunch of suits contended that companies had inadequately disclosed their compensation plans. The suits accused directors of violating their duties, and charged the companies with aiding and abetting, but they, too, mostly fizzled.

There is a clear winner, here, of course. As a result of say-on-pay, the S.E.C. now requires tables upon tables of indecipherable material, so companies indulge in an orgy of disclosure. As with most regulation these days, corporate law firm partners emerge victorious, on th backs of the poor associates who have to wade through these materials in the wee morning hours.

So that was a bust. We can’t count on shareholders to be assertive. The plaintiffs’ lawyers, unsurprisingly, can’t make much hay out of possible noncompliance with a nonbinding vote.

The best we could hope for is that say-on-pay shifted the social norms about compensation. Maybe executives would be embarrassed not to win fulsome support from their shareholders. Well, it turns out that many millions of dollars comforts a chief executive just fine on those lonely nights after the rare shareholder rebuke.

And putting shareholders in charge of enforcing social norms is like having Lindsay Lohan advise Miley Cyrus on temperance. Active managers are an underperforming bunch. They aren’t exactly rushing to call attention to other underperformers. And as Harvard Business Review’s Justin Fox has pointed out, they share an interest with chief executives in remaining overpaid.

A new study from the left-leaning Economic Policy Institute notes that the rise in incomes for the top 1 percent â€" and especially the top 0.1 percent â€" is mostly accounted for by the rise in compensation for top corporate executives and finance professionals. Without those two groups, icome inequality in this country would be substantially lessened. And the institute’s study contends, persuasively, that this rise has been in excess of what these people would require in order to be motivated to do their jobs.

The pay problem is often ascribed to crony boards of directors paying off their buddies so they in turn can receive excess pay. But having shareholders judge these packages replicates the problem. One overpaid class rewards another.



Marc Rich, Pardoned Financier, Dies at 78

Marc Rich, who made billions in commodities as founder of Glencore International and was a fugitive on charges of tax evasion and trading with Iran until he was pardoned by President Bill Clinton, died in Switzerland, Mark Scott writes in The New York Times.

Prominent Lawyer Fabricated Expenses Over 6 Years, Disciplinary Board Says

A prominent corporate lawyer in Chicago has been accused by an Illinois disciplinary board of charging the firm for phony expenses, including about $70,000 in taxi trips, $35,000 in sporting events and a Thanksgiving celebration at his country club.

Lee M. Smolen, a partner at DLA Piper, the world’s largest law firm, was named in a complaint filed earlier this month by the Illinois Attorney Registration and Disciplinary Commission. Before recently joining DLA, Mr. Smolen was a longtime partner at Sidley Austin. The board said it was at Sidley where the false expense reporting took place.

Over a six-year period from 2007 to 2012, Mr. Smolen fabricated more than $120,000 in expenses submitted to Sidley, the commission said. The complaint, which accuses Mr. Smolen of fraud and deceit, asks that the case be assigned to a panel for additional investigation and to make a recommendation “for such discipline as warranted.”

Mr. Smolen resigned abruptly from Sidley last fall, and joined DLA n February. Josh Epstein, a DLA spokesman, said in a statement said that the firm was aware of Mr. Smolen’s disciplinary matter when it hired him.

“After our own due diligence and a thorough review of the facts, the firm decided to give great weight to the total body of Lee’s work over his 25-plus years as a lawyer,” the statement said. “Lee is a well-respected attorney who has learned from his experience and taken all the necessary steps to move forward as a productive member of our team.”

Neither Mr. Smolen, nor his lawyer, Robert Merrick, responded to a request for comment. Carter Phillips, the chair of Sidley Austin, declined to comment. The Legal Profession Blog first reported Sunday on Mr. Smolen’s case, which was filed June 14.

The disciplinary commission said that Mr. Smolen requested more than 800 reimbursements for taxi rides that he knew he had not taken. Other sham expenses included sporting events, at least $13,000 in restaurant gift cards, and $2,000 for ! meals at his country club.

Most of the expenses, the disciplinary commission said, were paid out of fees that the firm had collected from a major financial firm that is one of Sidley’s largest clients.

Lawyers at other elite law firms have come under scrutiny for possible financial misdeeds. In March, Theodore Freedman, a former Kirkland & Ellis partner, pleaded guilty to tax fraud for under-reporting his partnership income by more than $2 million over a four-year period. Carlos Spinelli-Noseda, a lawyer at Sullivan & Cromwell, was disbarred in 2008 after admitting to misappropriating more than $500,000 from the firm and its clients.

Mr. Smolen, 53, served as global coordinator of Sidley’s real estate practice, joining the firm straight out of the University of Chicago Law School in 1985. In 2008, he was named to the executive committee of Sidley, whose partners, on average, made $1.8 million last year.

Sidley Austin, a storied Chicago firm founded in 1866, also played an importat role in President Obama’s biography. In 1988, Michelle Robinson was a young Sidley lawyer fresh out of Harvard Law School when she was asked to mentor a promising summer associate named Barack Obama. They married four years later.



Wall Street’s Tortoise and the Hare

WALL STREET’S TORTOISE AND THE HARE  |  The most successful firms on Wall Street are often those that are fastest and most opaque. But the Royal Bank of Canada has risen up the ranks in stock trading in the United States by “embracing a rather Canadian restraint and prudence,” Nathaniel Popper writes in DealBook.

“At the center of the efforts by the bank’s New York trading desk is a technology that actually slows its customers’ orders so as to evade high frequency traders. And unlike nearly every other large bank in New York, it has elected not to open its own dark pool, where banks privately carry out customer trades away from the public exchanges,” Mr. Popper writes. “Over all, it has risen to become the ninth-largest broker for Americanstocks last year, up from the 18th-largest in 2010, according to the brokerage and research firm Abel/Noser.” On Tuesday, the bank’s executives in Canada announced plans to create a new exchange in Canada that aims to be less hospitable to high-speed traders than the Toronto Stock Exchange.

ITALY STUNG BY DERIVATIVES  |  According to a confidential report by the Treasury in Rome, Italy faces potentially billions of euros in losses on derivatives contracts it restructured at the height of Europe’s economic crisis, The Financial Times reports. The report, the newspaper says, describes the restructuring last year of eight derivatives contracts with foreign banks with a total notional value! of 31.7 billion euros, or about $41.3 billion. The report leaves out details and does not name the banks, but it appears that the restructuring allowed the Treasury “to stagger payments owed to foreign banks over a longer period but, in some cases, at more disadvantageous terms for Italy,” the newspaper reports. The government report also does not specify the potential losses the country faces, but “three independent experts” estimated a potential loss of roughly 8 billion euros, or $10.4 billion, according to the newspaper.

ON THE AGENDA  |  The hedge fund manager David Einhorn is in Las Vegas to play in the One Drop High Roller tournament of the World Series of Poker. HD Supply Holdings is expected to price its initial public offering this evening. Monsanto reports earnings this morning, and Bed, Bath & Beyond reports earnings after the market closes. Roger Altman, chairman of Evercore Partners, is on CNBC at 7 a.m. Robert Nardelli, senior adviser at Cerberus Capital Management, is on Bloomberg TV at 7 a.m.

RUBENSTEIN’S LATEST PURCHASE  |  David M. Rubenstein, co-founder and co-chief executive of the Carlyle Group, has added another piece of Americana to his collection. The private equity tycoon bought a copy of the first newspaper printing of the Declaration of Independence for $632,500 on Tuesday, with plans to display it publicly, Reuters reports.

CHINESE IN U.S. PROPERTY DEALS  |  About a quarter century after Japanese investors came to the United States in pursuit of property, “another set o! f deep-po! cketed foreign buyers is pushing ever deeper into United States real estate: the Chinese,” Julie Creswell writes in The New York Times. “Undaunted by Japan’s real estate misadventures in the 1980s â€" some Japanese investors wildly overpaid for United States property, and Japan eventually suffered one of the biggest property market collapses in history â€" Chinese investors are fanning out in the United States.”

“What began with a few isolated purchases two years ago has become a hunt for trophy properties and billion-dollar deals. So far, the kind of fears that arose in the 1980s â€" unfounded talk that Japan was ‘buying up’ America â€" have not surfaced this time. To the contrary, the Chinese, or at least their money, are being welcomed, even celebrated.”

Mergers & Acquisitions »

Losing Ground on Nook, Barnes & Noble Ceases Its Manufacture of Color Versions  |  Barnes & Noble reported a bigger loss for the fiscal fourth quarter than analysts expected, and conceded that its Nook cannot compete with other color e-readers.
DealBook »

Clearwire Deal Is a Lesson in High-Stakes BiddingClearwire Deal Is a Lesson in High-Stakes Bidding  |  As the battle between Sprint and Dish Network shows, takeovers are really about how well ! you can p! lay the bidders and the parties against each other and create leverage, Steven M. Davidoff writes in the Deal Professor column.
Deal Professor »

The Intricate Endgame for Dell  |  The battle for Dell has become a giant game of chicken between Carl Icahn and Michael Dell, one that is tilted against the company’s shareholders, Steven M. Davidoff writes in the Deal Professor column.
DealBook »

Sprint Shareholders Approve Sale to SoftBank  |  Shareholders of Sprint Nextel voted on Tuesday to approve the sale of a majority stake to SoftBank of Japan for $21.6 billion, eding months of tension about the fate of the company.
DealBook »

Men’s Wearhouse Details Differences With Founder  |  The clothing retailer said that George Zimmer was let go in part because he wanted to take the company private by selling it to an investment firm, while the board did not want to take on the debt, reports Stephanie Clifford for The New York Times.
NEW YORK TIMES

Dole Food Names Special Committee  |  Dole Food has organized a special committee of directors to review the $12-a-share buyout offer made by its chief executive, ! David H. ! Murdock.
DealBook »

ANA and AirAsia End Partnership on Budget Carrier  |  The New York Times reports: “Malaysia’s AirAsia and All Nippon Airways of Japan announced the dissolution of their joint ownership of the struggling Japanese budget carrier Tuesday, attributing the split to fundamental differences over cost control and customer service.”
NEW YORK TIMES

INVESTMENT BANKING »

Marc Rich, Oil Trading Pioneer, Has Died  |  Marc Rich, the founder of the company that became Glencore Xstrata, died at 78, according to news reports. “Many of the biggest players in oil and metals trading trace their roots back to Rich, whose triumph in the 1960s and ’70s was to create a spot market for oil, wresting business away from the world’s big oil companies,” Reuters writes.
REUTERS

Greek Bank Executives May Benefit From Bailout  |  “The plan developed by the Greek government and its international creditors to recapitalize the country’s banks involves an unusual twist as stock offerings go: the new shares in the banks will give investors free and potentially lucrative warrants that will entitle them to buy many more shares in the future at a predetermined price,” The New Yo! rk Times ! writes.
NEW YORK TIMES

From Leucadia, a Final Letter to Shareholders  |  In their last letter to shareholders, Ian M. Cumming and Joseph S. Steinberg, the founders of the Leucadia National Corporation, offer some insight, a little humor and fond remembrances.
DealBook »

King of Bonds Falters  |  Pimco’s William H. Gross, who is often called the “bond king,” has suffered a 3.65 percent loss in his Total Return Bond Fund in June, according to The Wall Street Journal.
WALL STREET JOURNAL

Money Boo Boo  |  A financial double feature from “The Daily Show With Jon Stewart”: John Oliver, the guest host, tackles credit rating agencies, and Jason Jones provides some lessons for the “regulation-loving” Canadian bankers.
DealBook »

Housing Market Withstands a Rise in Mortgage Rates  |  The Standard & Poor’s Case-Shiller home price index showed a 12 percent increase in prices in 20 cities in April, The New York Times reports.
NEW YORK TIMES

PRIVATE EQUITY »

An Investment Firm in the Cannabis Business  |  Privateer Holdings, founded by Brendan Kennedy and Michael Blue, “is the first private-equity firm to openly risk capital in the world of weed,” The New York Times Magazine reports.
NEW YORK TIMES

Private Equity Finding Exits Easier Than Buyouts  |  The Blackstone Group’s sale of Vanguard Health Systems to a rival hospital chain, Tenet Healthcare, s the latest example of a successful cash-out, Robert Cyran of Reuters Breakingviews writes.
REUTERS BREAKINGVIEWS

HEDGE FUNDS »

Hedge Funds Stumble Amid a Sell-Off in Bonds  |  The flagship fund of Metacapital Management, which gained 41 percent last year, was down 5.66 percent this year through June 14, suffering losses on mortgage bonds, Reuters reports.
REUTERS

Glenview Seeks to Replace Board of Hospital Group  |Â!   Glenview Capital Management, a hedge fund that owns a 14.6 percent stake in Health Management Associates, the for-profit hospital system, proposed on Tuesday to replace the company’s board with a new slate of candidates.
DealBook »

I.P.O./OFFERINGS »

Markit Said to Hire Goldman for I.P.O.  |  The Markit Group, a financial information services company, has hired Goldman Sachs to lead an initial public offering, Reuters reports.
REUTERS

Advertising Technology Firs Court Investors  |  Reuters writes: “A slew of advertising technology businesses are preparing for their toughest pitch yet: persuading investors to buy their stock in initial public offerings later this year.”
REUTERS

VENTURE CAPITAL »

Square Moves Into Online Payments  |  Known for its physical credit card readers, Square is expanding into online payments, putting it in competition with PayPal, The Wall Street Journal reports.
WALL STREET JOURNAL

LEGAL/REGULATORY »

New York Suit Against Greenberg Allowed to Proceed  |  The decision by the Court of Appeals will let Attorney General Eric T. Schneiderman move forward with an eight-year-old case first brought by Eliot L. Spitzer and then by Andrew M. Cuomo.
DealBook »

China’s Market Stress: Pay Attention to the PoliticsChina’s Market Stress: Pay Attention to the Politics  |  Is the credit tightening in th interbank market nearly over and the party about to resume? Don’t bet on it, Bill Bishop writes in the China Insider column.
DealBook »

China’s Central Bank Tries to Allay Concern on Tight Credit  | 
NEW YORK TIMES

Senators Confirm Pritzker as Commerce Secretary  | 
NEW YORK TIMES

The ! Fed, Grasping for a ‘Clue’  |  “The Fed has no clue what will happen when it starts selling assets,” said Olivier Blanchard, chief economist of the International Monetary Fund, according to Reuters. “So it cannot make any commitments in term of quantities.”
REUTERS