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Talk of Mergers Stirs the Big Players in Cable TV

Over 40 years, John C. Malone has made his name through countless displays of shrewd deal-making that transformed the telecommunications industry. Now Mr. Malone, the chairman of Liberty Media, appears to be trying to drum up a new round of consolidation in the sector where he first made his fortune.

This time, he is weighing a deal for Time Warner Cable, according to people briefed on the matter who were not authorized to speak publicly. In this deal, Charter Communications, a cable operator in which Liberty owns 27 percent stake, would buy Time Warner Cable. Should he reach a deal, he will most likely use the combined company to roll up other cable operators, upending a status quo dominated by giants like Comcast.

Those possibilities are helping to build expectations for deals in an industry that investors and some analysts think is ready for more. Mr. Malone has recently become among the most vocal proponents, declaring in April that “there is more consolidation yet to be done.”

Investors and analysts have speculated about transactions involving Cablevision and the privately held Cox Communications, as well as the satellite TV providers Dish Network and DirecTV.

! Shares in several paid-television companies have risen in the last month, with stock in Charter and Time Warner Cable jumping by double-digit percentages after media reports about Mr. Malone’s interest in a deal.

“Frothy is probably too polite a word” for the current climate, said Craig Moffett, the longtime Sanford C. Bernstein analyst who recently formed his own firm, Moffett Research.

Behind that push are visions of battles on multiple fronts. Uniting cable or satellite television companies would give them more power in negotiating with programming providers like the Walt Disney Company and Viacom, which are demanding ever-higher rates for their channels.

Mergers could also help bunt new challenges from companies like Intel, which is working on a subscriber TV service that would be delivered via the Internet.

But just as big a target is the broadband Internet service that cable companies also provide. While cable television is mature and will most likely decline in the future, Mr. Malone believes broadband has only one direction to go: up. The emerging online rivals to cable TV, like Netflix and Hulu, require the kind of fast data connections that companies like Charter supply.

Standing before cable executives ! in Denver! last September, at the naming of a theater in his honor, Mr. Malone, 72, praised high-speed Internet as “the stickiest product that I’ve ever seen.” People “would give up food before they would give up the Internet,” he added.

One potential source of profits would emerge if the government allowed cable companies to broadly charge their Internet customers more for heavy use of data. Comcast is already testing billing based on use in two small markets. And Mr. Malone told investors last month that cable companies could sell “various tiers of connectivity” in the future.

Other companies have aimed to shake up the field’s stalwarts, like Comcast as well as Verizon and AT&T. Dish Network has begun a hunt for merger partners â€" which so far has failed to land either Sprint Nextel or the wireless network operator Clearwire â€" in the hopes of creating a new pairing of satellite TV and wireless broadband services.

Still, Mr. Malone, a former engineer who built TCI into a giant over decades, is one of the oldest hands at wheeling and dealing. People close to him say that he is interested in fostering more cooperation in the cable industry, and in the past he has criticized Comcast, the biggest provider, for what he sees as a lack of initiative.

“He wants to assert some leadership,” one of these people said.

At the moment, one way of gaining a bigger podium for his views appears to be in helping Charter pursue a potential deal for Time Warner Cable.

Liberty’s chief executive, Gregory Maffei, met with his counterpart at Time Warner Cable, Glenn A. Britt, in late May to sell the benefits of a merger, the people briefed on the matter said. They declined to be named because the talks were private. The meeting didn’t conclude with a specific offer, though Mr. Britt was largely unmoved by the approach.

Since then, Liberty and Charter executives have strongly hinted to investors that they remain interested in a deal, done only on a friendly basis, in what observers say appears to be a quiet effort to move Time Warner Cable shareholders into the deal camp.

One person close to Mr. Malone cautioned that Liberty and Charter had not made a firm decision on what companies to pursue yet.

Time Warner Cable’s management is skeptical and uninterested, though it would be compelled to consider any offer that delvers a significant takeover premium for shareholders, one of the people briefed on the matter said.

A combination of Charter and Time Warner Cable, which both have nationwide coverage, would have about 15 million television subscribers. That would make it the third-biggest such service in the United States, behind only Comcast and DirecTV. The combined company would be the second-biggest broadband provider, behind Comcast.

A merger would give Charter more regional scale and clout with content providers. Merging with Time Warner Cable could allow Charter to cut programming costs by close to $400 million, according to several analysts.

It would also give the company more money to chase other deals.

Liberty has also implied that a deal would provide Time Warner Cable with a replacement for Mr. Britt, who is expected to retire this year, in the form of Thomas M. Rutledge, Charter’s chief executive and a longtime cable industry executive.

But any deal could be complex. Time! Warner C! able’s market value is $32.7 billion, nearly three times Charter’s $12.5 billion. And Time Warner Cable executives are uncomfortable with many aspects of a potential merger. They are pressing ahead with their own strategic plans; they think Charter’s market reach does not necessarily mesh with their own company’s, and they may be wary of the amount of debt that a transaction would involve.

Not everyone believes that big-ticket mergers are in the industry’s future. Mr. Moffett said he expected more action at the lower end of the marketplace, among the obscure cable companies that would be better off merging. It is there that Mr. Malone may find the most targets.

“The small operators simply can’t stand toe-to-toe with the big guys,” Mr. Moffett said. Mr. Malone, he added, probably thinks that “Charter is my ticket for the fire sale.”



Talk of Mergers Stirs the Big Players in Cable TV

Over 40 years, John C. Malone has made his name through countless displays of shrewd deal-making that transformed the telecommunications industry. Now Mr. Malone, the chairman of Liberty Media, appears to be trying to drum up a new round of consolidation in the sector where he first made his fortune.

This time, he is weighing a deal for Time Warner Cable, according to people briefed on the matter who were not authorized to speak publicly. In this deal, Charter Communications, a cable operator in which Liberty owns 27 percent stake, would buy Time Warner Cable. Should he reach a deal, he will most likely use the combined company to roll up other cable operators, upending a status quo dominated by giants like Comcast.

Those possibilities are helping to build expectations for deals in an industry that investors and some analysts think is ready for more. Mr. Malone has recently become among the most vocal proponents, declaring in April that “there is more consolidation yet to be done.”

Investors and analysts have speculated about transactions involving Cablevision and the privately held Cox Communications, as well as the satellite TV providers Dish Network and DirecTV.

! Shares in several paid-television companies have risen in the last month, with stock in Charter and Time Warner Cable jumping by double-digit percentages after media reports about Mr. Malone’s interest in a deal.

“Frothy is probably too polite a word” for the current climate, said Craig Moffett, the longtime Sanford C. Bernstein analyst who recently formed his own firm, Moffett Research.

Behind that push are visions of battles on multiple fronts. Uniting cable or satellite television companies would give them more power in negotiating with programming providers like the Walt Disney Company and Viacom, which are demanding ever-higher rates for their channels.

Mergers could also help bunt new challenges from companies like Intel, which is working on a subscriber TV service that would be delivered via the Internet.

But just as big a target is the broadband Internet service that cable companies also provide. While cable television is mature and will most likely decline in the future, Mr. Malone believes broadband has only one direction to go: up. The emerging online rivals to cable TV, like Netflix and Hulu, require the kind of fast data connections that companies like Charter supply.

Standing before cable executives ! in Denver! last September, at the naming of a theater in his honor, Mr. Malone, 72, praised high-speed Internet as “the stickiest product that I’ve ever seen.” People “would give up food before they would give up the Internet,” he added.

One potential source of profits would emerge if the government allowed cable companies to broadly charge their Internet customers more for heavy use of data. Comcast is already testing billing based on use in two small markets. And Mr. Malone told investors last month that cable companies could sell “various tiers of connectivity” in the future.

Other companies have aimed to shake up the field’s stalwarts, like Comcast as well as Verizon and AT&T. Dish Network has begun a hunt for merger partners â€" which so far has failed to land either Sprint Nextel or the wireless network operator Clearwire â€" in the hopes of creating a new pairing of satellite TV and wireless broadband services.

Still, Mr. Malone, a former engineer who built TCI into a giant over decades, is one of the oldest hands at wheeling and dealing. People close to him say that he is interested in fostering more cooperation in the cable industry, and in the past he has criticized Comcast, the biggest provider, for what he sees as a lack of initiative.

“He wants to assert some leadership,” one of these people said.

At the moment, one way of gaining a bigger podium for his views appears to be in helping Charter pursue a potential deal for Time Warner Cable.

Liberty’s chief executive, Gregory Maffei, met with his counterpart at Time Warner Cable, Glenn A. Britt, in late May to sell the benefits of a merger, the people briefed on the matter said. They declined to be named because the talks were private. The meeting didn’t conclude with a specific offer, though Mr. Britt was largely unmoved by the approach.

Since then, Liberty and Charter executives have strongly hinted to investors that they remain interested in a deal, done only on a friendly basis, in what observers say appears to be a quiet effort to move Time Warner Cable shareholders into the deal camp.

One person close to Mr. Malone cautioned that Liberty and Charter had not made a firm decision on what companies to pursue yet.

Time Warner Cable’s management is skeptical and uninterested, though it would be compelled to consider any offer that delvers a significant takeover premium for shareholders, one of the people briefed on the matter said.

A combination of Charter and Time Warner Cable, which both have nationwide coverage, would have about 15 million television subscribers. That would make it the third-biggest such service in the United States, behind only Comcast and DirecTV. The combined company would be the second-biggest broadband provider, behind Comcast.

A merger would give Charter more regional scale and clout with content providers. Merging with Time Warner Cable could allow Charter to cut programming costs by close to $400 million, according to several analysts.

It would also give the company more money to chase other deals.

Liberty has also implied that a deal would provide Time Warner Cable with a replacement for Mr. Britt, who is expected to retire this year, in the form of Thomas M. Rutledge, Charter’s chief executive and a longtime cable industry executive.

But any deal could be complex. Time! Warner C! able’s market value is $32.7 billion, nearly three times Charter’s $12.5 billion. And Time Warner Cable executives are uncomfortable with many aspects of a potential merger. They are pressing ahead with their own strategic plans; they think Charter’s market reach does not necessarily mesh with their own company’s, and they may be wary of the amount of debt that a transaction would involve.

Not everyone believes that big-ticket mergers are in the industry’s future. Mr. Moffett said he expected more action at the lower end of the marketplace, among the obscure cable companies that would be better off merging. It is there that Mr. Malone may find the most targets.

“The small operators simply can’t stand toe-to-toe with the big guys,” Mr. Moffett said. Mr. Malone, he added, probably thinks that “Charter is my ticket for the fire sale.”



Nokia Said to Reach Deal to Buy Control of Wireless Equipment Joint Venture

Nokia has reached a deal to buy out Siemens‘ half of a telecommunications equipment joint venture for about 1.7 billion euros, or $2.2 billion, a person briefed on the matter said on Sunday.

The agreement comes as little surprise. Siemens has indicated that it wanted to divest its stake in the venture to focus on its industrial and energy operations. And an agreement binding Nokia and Siemens together expired in April, freeing both sides to explore potential deals for their holdings.

Siemens reportedly has held discussions with private equity

Nokia is expected to finance the deal with a bridge loan, this person added. It had about 10 billion euros worth of cash on its balance sheet as of March 31.

News of the deal was reported earlier by Bloomberg News.



Stillman & Friedman Merger With Ballard Spahr Shows Growing Status of Corporate Criminal Defense

There once was a time when most of New York’s top law firms shunned criminal defense work, turning up their noses at assignments they viewed as unprofitable and déclassé.

Out of this void emerged an elite corps of small firms that specialized in defending corporate executives and Wall Street financiers under government scrutiny. The lawyers at these firms relished representing the accused, and did not mind scuffing up their white shoes while butting heads with prosecutors.

On Monday, one of those lawyers, Charles A. Stillman, will announce that his firm, Stillman & Friedman, has combined with Ballard Spahr, an old-line Philadelphia firm looking to enter the New York market and expand its criminal defense practice. Reflecting the strength of the Stillman & Friedman brand, Ballard’s New York office will be called Ballard Spahr Stillman & Friedman.

“hey’re a perfect fit,” Mark S. Stewart, chairman of Ballard Spahr, said of the 14-lawyer firm. “It’s easy to go out and get bodies, but rare to get the judgment our clients will be getting with Stillman & Friedman.”

The combination speaks to a shift that has taken place over decades, of corporate firms making a core business line out of white-collar work, including conducting internal investigations, handling foreign-bribery cases and representing executives in a number of scandals. As firms struggle to increase revenue, they realize that representing business people behaving badly is good for the bottom line.

It also represents a generational shift. Mr. Stillman rose to prominence in the 1970s and 1980s alongside a number of other criminal defense lawyers, including Stanley S. Arkin and Robert G. Morvillo, who died last year at 73. These ! lawyers â€" most of them former prosecutors at the United States attorney’s office in Manhattan â€" dominated the market for white-collar cases. Today, flotillas of large-firm lawyers do criminal defense work.

“For guys like Charlie and me, the game has changed,” said Mr. Arkin, 75. “What was once a niche practice is now a big business for virtually every national firm.”

As evidence of the transformation, Gerald L. Shargel, a renowned criminal defense lawyer who has represented Mafia figures and corrupt politicians, shut down his four-lawyer practice in June and joined Winston & Strawn, a 900-lawyer firm.

Large firms have benefited from taking on a variety of white-collar defense assignments, and the work is worldwide. With Fortune 500 companies growing inexorably across the globe, they need help navigating a thicket of international laws and regulatory regimes.

There is also a steady stream of financial scandals like the insider trading investigations or the controversy surounding Libor, the global benchmark interest rate. These representations can generate big revenue.

Take, for instance, the defense of Rajat K. Gupta, the former Goldman Sachs board member convicted of leaking the bank’s boardroom secrets to a hedge fund manager. Mr. Gupta’s defense, led by Gary P. Naftalis of Kramer Levin Naftalis & Frankel, has cost more than $35 million, according to court filings.

Today, even the leadership at several top firms comes from the white-collar criminal defense bar. Dechert L.L.P. is led by Andrew J. Levander, who represents, among others, Jon S. Corzine, the former chief executive of the collapsed brokerage firm MF Global, which regulators sued last week.

The new chairman of Milbank, Tweed, Hadley & McCloy! , Scott A! . Edelman, has a specialty in defense work. And the global head of litigation at Skadden, Arps, Slate, Meagher & Flom is David M. Zornow, who was the firm’s first white-collar criminal defense lawyer when he joined in 1989. All are former federal prosecutors.

While there remain successful white-collar criminal defense boutiques across New York, they now routinely find themselves in competition with the city’s biggest firms. The smaller firms consistently land work representing individuals, but acknowledge that it is difficult to win business on laborious, document-intensive assignments that require many lawyers, like internal investigations and Foreign Corrupt Practices Act cases.

Still, “there will be plenty of business available to firms, both big and small, that have a reputation in the field,” said Elkan Abramowitz, a partner at Morvillo Abramowitz Grand Iason & Anello, a 37-lawyer firm.

Mr. Stillman, 75, has built a sterling reputation over four decades. A Brooklyn native and ormer federal prosecutor, he has had numerous prominent clients, including Clark M. Clifford, a former defense secretary later charged in the Bank of Credit and Commerce International scandal; Sol Wachtler, the former chief judge of New York’s highest court, who was accused of trying to extort money from his onetime mistress; and Mark H. Swartz, the former chief financial officer of Tyco, who served prison time after being convicted of looting his company.

In an interview, Mr. Stillman said that Ballard â€" a 500-lawyer firm with 13 offices across the country â€" first approached him about the idea of combining. But he also said that he and his partner, Julian W. Friedman, had for years considered merging with a big firm because of the changes they were seeing in the profession.

“We had heard enough times, ‘We want you to handle this litigation but you’re not big enough,’ that we had to consider a bigger platform to serve our clients,” Mr. Stillman said.

He recently lost! a big cl! ient to a large firm. He had represented Mathew Martoma, a former portfolio manager at SAC Capital Management charged in a vast insider-trading scheme. But in April, Mr. Martoma, whose trial is scheduled for November, switched lawyers, replacing Mr. Stillman with Richard M. Strassberg of Goodwin Procter, a firm with roughly 800 lawyers.

“I would have liked to try that case,” Mr. Stillman said. “Do I think he made a mistake? I’m not going to address that.”

Stillman & Friedman also suffered a loss in 2011 when a well-known partner, Paul Shechtman, left the firm to join Zuckerman Spaeder, a firm with about 100 lawyers and with headquarters in Washington.

For Mr. Stillman, a prime reason to combine with Ballard was to ensure that his firm will be well positioned for the future when he retires. All eight of his partners will become Ballard partnrs. The five other lawyers are also moving, as is the support staff, including Mr. Swartz, the former Tyco chief financial officer, who is employed by the firm as a clerk while on work-release.

“I’d like to know that I helped my colleagues get to a place where they could live happily ever after,” Mr. Stillman said. “I owe it to them.”



Stillman & Friedman Merger With Ballard Spahr Shows Growing Status of Corporate Criminal Defense

There once was a time when most of New York’s top law firms shunned criminal defense work, turning up their noses at assignments they viewed as unprofitable and déclassé.

Out of this void emerged an elite corps of small firms that specialized in defending corporate executives and Wall Street financiers under government scrutiny. The lawyers at these firms relished representing the accused, and did not mind scuffing up their white shoes while butting heads with prosecutors.

On Monday, one of those lawyers, Charles A. Stillman, will announce that his firm, Stillman & Friedman, has combined with Ballard Spahr, an old-line Philadelphia firm looking to enter the New York market and expand its criminal defense practice. Reflecting the strength of the Stillman & Friedman brand, Ballard’s New York office will be called Ballard Spahr Stillman & Friedman.

“hey’re a perfect fit,” Mark S. Stewart, chairman of Ballard Spahr, said of the 14-lawyer firm. “It’s easy to go out and get bodies, but rare to get the judgment our clients will be getting with Stillman & Friedman.”

The combination speaks to a shift that has taken place over decades, of corporate firms making a core business line out of white-collar work, including conducting internal investigations, handling foreign-bribery cases and representing executives in a number of scandals. As firms struggle to increase revenue, they realize that representing business people behaving badly is good for the bottom line.

It also represents a generational shift. Mr. Stillman rose to prominence in the 1970s and 1980s alongside a number of other criminal defense lawyers, including Stanley S. Arkin and Robert G. Morvillo, who died last year at 73. These ! lawyers â€" most of them former prosecutors at the United States attorney’s office in Manhattan â€" dominated the market for white-collar cases. Today, flotillas of large-firm lawyers do criminal defense work.

“For guys like Charlie and me, the game has changed,” said Mr. Arkin, 75. “What was once a niche practice is now a big business for virtually every national firm.”

As evidence of the transformation, Gerald L. Shargel, a renowned criminal defense lawyer who has represented Mafia figures and corrupt politicians, shut down his four-lawyer practice in June and joined Winston & Strawn, a 900-lawyer firm.

Large firms have benefited from taking on a variety of white-collar defense assignments, and the work is worldwide. With Fortune 500 companies growing inexorably across the globe, they need help navigating a thicket of international laws and regulatory regimes.

There is also a steady stream of financial scandals like the insider trading investigations or the controversy surounding Libor, the global benchmark interest rate. These representations can generate big revenue.

Take, for instance, the defense of Rajat K. Gupta, the former Goldman Sachs board member convicted of leaking the bank’s boardroom secrets to a hedge fund manager. Mr. Gupta’s defense, led by Gary P. Naftalis of Kramer Levin Naftalis & Frankel, has cost more than $35 million, according to court filings.

Today, even the leadership at several top firms comes from the white-collar criminal defense bar. Dechert L.L.P. is led by Andrew J. Levander, who represents, among others, Jon S. Corzine, the former chief executive of the collapsed brokerage firm MF Global, which regulators sued last week.

The new chairman of Milbank, Tweed, Hadley & McCloy! , Scott A! . Edelman, has a specialty in defense work. And the global head of litigation at Skadden, Arps, Slate, Meagher & Flom is David M. Zornow, who was the firm’s first white-collar criminal defense lawyer when he joined in 1989. All are former federal prosecutors.

While there remain successful white-collar criminal defense boutiques across New York, they now routinely find themselves in competition with the city’s biggest firms. The smaller firms consistently land work representing individuals, but acknowledge that it is difficult to win business on laborious, document-intensive assignments that require many lawyers, like internal investigations and Foreign Corrupt Practices Act cases.

Still, “there will be plenty of business available to firms, both big and small, that have a reputation in the field,” said Elkan Abramowitz, a partner at Morvillo Abramowitz Grand Iason & Anello, a 37-lawyer firm.

Mr. Stillman, 75, has built a sterling reputation over four decades. A Brooklyn native and ormer federal prosecutor, he has had numerous prominent clients, including Clark M. Clifford, a former defense secretary later charged in the Bank of Credit and Commerce International scandal; Sol Wachtler, the former chief judge of New York’s highest court, who was accused of trying to extort money from his onetime mistress; and Mark H. Swartz, the former chief financial officer of Tyco, who served prison time after being convicted of looting his company.

In an interview, Mr. Stillman said that Ballard â€" a 500-lawyer firm with 13 offices across the country â€" first approached him about the idea of combining. But he also said that he and his partner, Julian W. Friedman, had for years considered merging with a big firm because of the changes they were seeing in the profession.

“We had heard enough times, ‘We want you to handle this litigation but you’re not big enough,’ that we had to consider a bigger platform to serve our clients,” Mr. Stillman said.

He recently lost! a big cl! ient to a large firm. He had represented Mathew Martoma, a former portfolio manager at SAC Capital Management charged in a vast insider-trading scheme. But in April, Mr. Martoma, whose trial is scheduled for November, switched lawyers, replacing Mr. Stillman with Richard M. Strassberg of Goodwin Procter, a firm with roughly 800 lawyers.

“I would have liked to try that case,” Mr. Stillman said. “Do I think he made a mistake? I’m not going to address that.”

Stillman & Friedman also suffered a loss in 2011 when a well-known partner, Paul Shechtman, left the firm to join Zuckerman Spaeder, a firm with about 100 lawyers and with headquarters in Washington.

For Mr. Stillman, a prime reason to combine with Ballard was to ensure that his firm will be well positioned for the future when he retires. All eight of his partners will become Ballard partnrs. The five other lawyers are also moving, as is the support staff, including Mr. Swartz, the former Tyco chief financial officer, who is employed by the firm as a clerk while on work-release.

“I’d like to know that I helped my colleagues get to a place where they could live happily ever after,” Mr. Stillman said. “I owe it to them.”



Onyx Explores a Sale After Rebuffing a Bid by Amgen

12:30 p.m. | Updated Onyx Pharmaceuticals said on Sunday that it is weighing a sale of itself, after having rejected an unsolicited $8.7 billion takeover bid by Amgen last week as too low.

The company said in a statement that Amgen had proposed paying $120 a share in cash, a 38 percent premium to Onyx’s closing price on Friday. The biopharmaceutical drug maker said that it has hired the investment bank Centerview Partners to contact possible suitors.

Big drug manufacturers have shown an appetite for biopharmaceutical companies, hoping to use their specialized products to refill their product pipelines as older offerings face presure from generic competitors.

Onyx sells or helps sell three cancer drugs, two of which won approval in 2012, broadening its portfolio and making it more attractive to potential acquirers.

Its oldest drug, which it sells with Bayer, is Nexavar, which is approved to treat liver and kidney cancers. Last year, Bayer won approval for Stivarga to treat colorectal cancer. Onyx helps sell that drug in the United States and gets a royalty on global sales.

Onyx also won approval last year for its first wholly owned drug, a treatment for multiple myeloma called Kyprolis.

“Onyx has tremendous momentum and, with the expansion of our pipeline and two successful product launches, the company and our talented employees have created significant value for Onyx shareholders,” N. Anthony Coles, Onyx’s chairman and chief executive, said in a st! atement. “We are actively exploring the potential to combine Onyx with another company as an option to create additional value for Onyx shareholders.”

In 2012, Onyx had total revenue of $362.2 million and a net loss of $187.8 million using generally accepted accounting principles. Onyx’s share of the revenue from Nexavar was $288.4 million, about the same as the year before. Sales of Kyprolis, which was approved in July, were $64 million.

While Kyprolis is considered Onyx’s best growth prospect in the near term, a possible hidden gem for the company is that it is entitled to an 8 percent royalty on a drug now being developed by Pfizer that has shown extremely promising early results in treating breast cancer, though more study is needed.

Mark Schoenebaum, an analyst with ISI Group, said the Pfizer drug, palbociclib, could reach the markt in 2015 to 2017 and reach global sales of over $2 billion, and perhaps much more.

For Amgen, buying Onyx would expand its reach into cancer drugs, a priority for the company. The world’s biggest biotechnology company by sales, Amgen already sells various drugs for use in treating cancer patients.

But many of them treat side effects of chemotherapy rather than directly attacking the tumor, as Onyx’s drugs do.

A representative for Amgen wasn’t immediately available for comment.



Adobe to Buy Neolane, a Digital Marketing Company, for $600 Million

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S.E.C. Begins an Inquiry of Thomson Reuters Data

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An Old Champion Returns for Mortgage-Based Bonds

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U.S. Takes Aim at Corzine

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China\'s Sovereign Wealth Fund Said to Name New Head

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British Government Takes Step in Selling Stakes of Bailed-Out Banks

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Former Barclays Chief Hits the Red Carpet

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Bank of America in India

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Bank of America Hires Veteran Financial Services Banker From Moelis

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What I Learned From My Daughter\'s Wedding

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Noodles & Co. Proves Irresistible in Tough Week for I.P.O.\'s

6:32 p.m. | Updated

Investors showed reduced appetite for an electronics retailer, a construction services provider or an advertising technology company. But on Friday, they proved especially hungry for pad Thai and macaroni and cheese.

Shares in Noodles & Company, a fast-casual restaurant chain, more than doubled their initial public offering price on Friday, closing at at $36.75.

The company raised $97.2 million in its offering and is now valued by the market at more than $803 million.

The hunger among investors (apologies for the puns, but DealBook is starving) may prove a relief to the I.P.O. community after a rough week for companies making their market debuts. Three prominent offerings - those for the CDW Corporation, HD Supply and Tremor Video - priced below their anticipated ranges on Wednesday, citing the recent market choppiness.

Concerns that the Federal Reserve may begin pulling back on its economic stimulus program have led to a halting of what had once seemed like a steadily climbing market, giving jitters to potential investors in risky transactions like I.P.O.'s. That led issuers and their advisers to choose to stay safe and price below expectations to ensure better trading of the newly public stocks.

But even that caution may not have helped. HD Supply closed at $18.79 on Friday after having priced at $18, while Tremor Video finished at $9 after pricing at $10, but was up 50 cents from Thursday. CDW has fared a little better: at $18.62, its shares are up nearly 10 percent over their I.P.O. level.

Like CDW and HD Supply, Noodles & Company is owned by private equity sp onsors, in this case Catterton Partners and Canada's Public Sector Pension Investment Board. But investors seemed less concerned about the level of debt at Noodles & Company, which was $93.7 million as of Jan. 1.

And unlike Tremor Video, which is the first of several advertising technology companies to go public, Noodles & Company has a readily understandable and proven business. Led by Kevin Reddy, a former chief operating officer for Chipotle Mexican Grill, the company plans to expand its reach nationally.

For the quarter ended Jan. 1, Noodles & Company reported a 17 percent gain in revenue, to $300 million, and a nearly 37 percent gain in net income, to $5.2 million.



Sun Capital Sells Parent of American Standard Brands

TOKYO, June 28, 2013 /PRNewswire/ -- LIXIL Corporation (Headquarters: Tokyo, Japan; President: Yoshiaki Fujimori), today announced that it has reached a definitive agreement to acquire 100% of the share capital of ASD Americas Holding Corp., the parent company of American Standard Brands (Headquarters: New Jersey, US; President and CEO: Jay Gould, hereafter called "American Standard") at an enterprise value of $542 million (53.1 billion JPY, $1=98JPY) from an affiliate of Sun Capital Partners, Inc. ("Sun Capital") (Headquarters:US).

American Standard is a leading North American manufacturer of a wide range of high quality kitchen and bath products.  On completion of the transaction, which is subject to regulatory approval, the company will remain headquartered in the U.S., and continue operating all existing facilities.

LIXIL Group, 1.4 trillion JPY ($15.3 billion, $1= 94.05JPY) building products company, has been actively expanding its global business.  LIXIL Group's international sales reached approximately 200 billion JPY, contributing over 14% of the sales for the fiscal year ended March 31, 2013 and will increase to approximately 300 billion JPY comprising approximately 20% of LIXIL Group revenues. LIXIL's global operations are present in more than 30 countries. In North America, Permasteelisa Group, a high-end curtain wall contractor owned by LIXIL Group, has existing revenues of approximately 30 billion JPY. The addition of American Standard will provide LIXIL with greater scale and more opportunities in North America, and will continue the growth of the international business towards its mid-term goals.

Yoshiaki Fujimori, President of LIXIL Corporation, said, "American Standard is the leader in the kitchen and bath products market with a deep history of more than 130 years.  LIXIL is targeting 1 trillion JPY sales revenue in its international businesses, with the goal for the international business to grow to approximately 30% of total LIXIL Group revenues.  American Standard will serve as a key platform for LIXIL as we continue to fulfill our ambitions to become a worldwide leader in the building materials and housing equipment market. LIXIL already owns the American Standard brand in the Asia Pacific market, and this transaction will strengthen the brand and the company's considerable manufacturing capabilities and technological best practices."

"This transaction marks an exciting chapter in our 137-year history," said Jay Gould, American Standard Brands President and CEO. "We and our customers will surely benefit by combining LIXIL's quality control, manufacturing technology and product development with American Standard's sales networks, and I believe these will help the company maintain our position as a market leader."

"The market leadership that American Standard enjoys today has been fueled by considerable operational improvements, an expanded product platform achieved through four strategic acquisitions, and a commitment to innovation," said Marc Leder, Co-CEO at Sun Capital, a leading private investment firm specializing in leveraged buyouts and investments in marketâ€"leading companies. "I expect LIXIL will continue to invest in these strategies, and that the combined technology and product development capabilities of American Standard and LIXIL will ensure significant progress in the years ahead."

About LIXIL Corporation     
LIXIL is Japan's largest manufacturer group for building materials and housing equipment and has more than 75,000 employees worldwide. The Group recorded net sales of 1.4 trillion JPY in FY ended March 2013. It offers comprehensive solutions in housing and lifestyle and an extensive product lineup from windows, tiles, front doors, kitchens, bathrooms, and toilets under the brand name of American Standard (Asia Pacific), INAX and Tostem.

In Japan, LIXIL is the biggest housing and building materials company with top share in eight different categories currently led by President Yoshiaki Fujimori. Those include approx. 55% share in exteriors, approx. 50% share in housing sashes/doors, approx. 50% in curtain walls and approx. 40% in sanitary wares. LIXIL also is a top brand in tiles, washstand cabinet units, bathroom units and kitchen units. LIXIL, through the integration, now has a vast and unique business portfolio.

In the global market, its operations are led by group companies, such as Permasteelisa Group, which has strong presence in the curtain wall business with unmatched technology and designs. Their projects in the US include: New York by Gehry, One Bryant Park in NY and San Francisco Federal Building.

For more information about LIXIL, please visit http://global.lixil.co.jp/

About American Standard    
American Standard is a leading manufacturer of a wide range of high-quality kitchen and bath products for residential and commercial customers in the North America, Canada and Mexico. The company employs more than 5,000 people and markets products under the brand names of American Standard®, Jado®, Porcher®, Safety Tubs®, Crane Plumbing®, Eljer®, Fiat® and Decorative Panels International®.

For more information about American Standard, visit:    
www.americanstandard.com      
twitter.com/AmStandard     
www.facebook.com/AmericanStandardPlumbing.

About Sun Capital Partners, Inc.   
Sun Capital Partners, Inc. is a leading private investment firm focused on leveraged buyouts, equity, debt, and other investments in companies that can benefit from its inâ€"house operating professionals and experience. Sun Capital affiliates have invested in more than 320 companies worldwide with combined sales in excess of $45 billion since Sun Capital's inception in 1995. Sun Capital has offices in Boca Raton, Los Angeles, and New York, as well as affiliates in London, Paris, Frankfurt, Luxembourg, Shanghai and Shenzhen. For more information, visit www.SunCapPart.com.

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2 Hard-Charging Oligarchs Returning to Global Energy Market

LONDON - They were once the partners of the British oil giant BP, until that arrangement spun apart in turmoil and litigation.

Now the Russian billionaires Mikhail Fridman and German Khan want to go back into the global energy market, investing much of the $14 billion they received when they sold their piece of that partnership this year.

And in case Westerners might worry about doing business with Mr. Fridman and Mr. Khan, given their tempestuous history with BP, they have surrounded themselves with some highly regarded global executives - including the former chief executive of BP.

John Browne, that former BP chief, is among the paid advisers re cruited to the new Fridman-Khan investment fund, L1 Energy, which intends to acquire oil and natural gas properties in North America and emerging markets. Also adding industry credibility are James T. Hackett, former chief of the American exploration company Anadarko Petroleum, and Andrew Gould, onetime head of the oil services giant Schlumberger and now chairman of BG, the oil and gas producer.

Will those prestigious advisers be enough to reassure potential partners that it is safe to do business with oligarchs?

Mr. Hackett and Mr. Browne did not return calls seeking comment. In a telephone interview, Mr. Gould said the Russian executives' history of l itigation was “a cause for reflection,” but he added, “I don't think you should take the past as a guide for the future.”

That past might be best forgotten if it wasn't so colorful.

In 2008, after Mr. Browne's departure from BP, bickering over the management of the Russian partnership, known as TNK-BP, led the Russians to demand the resignation of the BP-appointed chief executive of TNK-BP, Robert W. Dudley.

Eventually, Mr. Dudley left Russia after the partners maneuvered to have his visa revoked, according to BP. Things reached such a pitch that Mr. Dudley said he felt it necessary to work for a time in hiding outside Rus sia.

Warring broke out again in 2011 after Mr. Dudley became chief executive of BP and concluded an Arctic exploration deal with the Russian state-owned oil giant Rosneft, a rival to the oligarchs in TNK-BP. They successfully blocked that Rosneft pact through legal action in London.

During that struggle, a Russian minority shareholder in the partnership filed a $16 billion lawsuit in Siberia against BP and some of its executives, seeking damages from the Rosneft deal. The claim became the basis for a raid on BP's office in Moscow that year by police officers armed with assault rifles.

The suit melted away as soon as BP and the Russian partners in TNK-BP agreed in late 2012 to sell the company to Rosneft, a deal that closed early this year.

And somewhere along the way, according to a WikiLeaks document from the United States Embassy in Moscow, a former TNK-BP executive described to an American diplomat how Mr. Khan had shown up for dinner at a remote hunting lodge with a chrome-plated pistol and confided to the executive that he considered the 1972 film “The Godfather” a “manual for life.”

A spokesman for Mr. Khan did not respond to a query about the episode. Representatives for Mr. Khan and Mr. Fridman said neither executive was available for interviews.

Given their past, the Russian billionaires “will have to legitimize their company by bringing in prominent names,” said Fadel Gheit, an oil analyst at Oppenheimer & Company in New York. “They will have to recruit an all-star team.”

Mr. Fridman and Mr. Khan are longtime friends and among the founders of an investment firm, the Alfa Group, that also has banking and telecommunications interests. As with many of Russia's current generation of billionaires, the two made their fortunes by being well placed to capitalize during the sell-off of state-owned assets in the early 1990s. Their main trophy was a company called Tyumen Oil.

The two have done very well since, accruing estimated wealth of $16.5 billion for Mr. Fridman and $10.5 billion for Mr. Khan, according to Forbes.

Mr. Fridman is the dominant figure in the partnership and the strategic thinker, associates say, while Mr. Khan has been the point man for oil investments. They plan to funnel as much as $10 billion of their fortunes into oil and gas deals. With borrowed cash, they plan to leverage their money into a $20 billion war chest.

The energy inve stments will be part of a broader effort to diversify the Alfa Group outside Russia and, possibly, create a publicly listed company, according to a person close to the planning. Such diversification is a natural move for Russian oligarchs and other top business figures in emerging markets who want some of their golden eggs kept outside home-country baskets.

L1 Energy, which will be run by Mr. Khan from London, aims to make a few large investments over the next few years, working with existing management at the target companies or installing new executives as it sees fit.

“We are not interested in just having a seat on the board - we want to be in a position to influence a company,” Stan Polovets, the lead member of the advisory board, said in an interview at the Berkeley Hotel in London. He is the one lining up L1 Energy's outside advisory board.

“Alfa shareholders know well how to be successful in the former Soviet Union; that doesn't necessarily tra nslate into success when they step outside in such a major way,” said Mr. Polovets, who was previously the chief executive of Alfa-Access-Renova, the vehicle for the Russian holdings in TNK-BP.

Mr. Polovets says that L1 Energy's crucial investment strengths will include comfort with emerging-market risks and the ability to make decisions quickly.

It was Mr. Browne, the first of the advisers Mr. Polovets recruited to L1 Energy, who presided over the creation of the TNK-BP partnership with the Russian billionaires in 2003, by combining BP's Russian assets with the men's Tyumen Oil.

BP made more than five times its original $8 billion investment through dividends and the cash and share sale of TNK-BP to Rosneft last year. But the repeated bouts of quarreling with the Russian partners sapped management time and alarmed BP shareholders.

Mr. Gould, whose former employer, Schlumberger, played a vital role in reviving the Russian oil industry after the fall of the Soviet Union, said he had joined the L1 Energy advisory board “because it's a group of people I know well; it is fun to be together.” He said that the group “had a vast amount of experience” in the oil and gas industry and “can provide quality advice on the deals the fund may be contemplating.”

The question is whether Mr. Fridman and Mr. Khan will be able to thrive outside Russia.

A Western executive, who knows Mr. Khan and spoke on the condition of anonymity because he does not want to risk business relationships, said the Russian partners understood the oil business. But he wondered whether they would be able to make big money outside their home country and away from “the kangaroo Siberian courts.”

“They will be surprised,” he said, “when they look at the returns they get playing by real rules.”

Stanley Reed reported from London and Andrew E. Kramer from Moscow.

A version of this article appeared in prin t on 06/29/2013, on page B3 of the NewYork edition with the headline: 2 Hard-Charging Oligarchs Returning to Energy Market After Exiting Testy Deal With BP.

Week in Review: Corzine\'s Legal Battle May Last Years

Suit accuses Jon Corzine of a failure at the helm. | Cost of public projects is rising, and pain will be felt for years. | Bank gains by putting the brakes on traders. | Exit from the bond market is turning into a stampede. | Andrew Ross Sorkin says that economists are asking: Did Ben Bernanke tip the Fed's hand? | Mass layoffs at a top-flight law firm. | Deals in the works involving two luxury retailers.

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

Oligarchs Assemble Team for Oil Deals | The Russian billionaires Mikhail Fridman and German Khan have surrounded themselves with some highly regarded global executives to help them invest in the international energy market. DealBook '

Losing Ground on Nook, Barnes & Noble Ceases Its Own Manufacture of Color Versions | Company executives were silent about ta lks with Leonard S. Riggio, Barnes & Noble's chairman, who has sought to buy the chain's 675 stores. Nor did they discuss the state of talks with Microsoft. DealBook '

Deal Professor: Clearwire Deal Is a Lesson in High-Stakes Bidding | Depending upon how well the directors play and when they decide to fold or up the ante, shareholders can be up or down billions of dollars, says Steven M. Davidoff. DealBook '

Deals in the Works Involving 2 Luxury Retailers | The private equity owners of Neiman Marcus filed for an initial public offering and the owner of Lord & Taylor is exploring a potential bid for Saks. DealBook '

Vodafone to Buy Germany's Top Cable Giant for $10 Billion | Analysts were quick to play down the idea of a wider rebound in deals across Europe. DealBook '

Ratings Service Finds Pension Shortfall | Moody's Investors Service, dissatisfied with the way states measure what they owe their retirees, released its own numbers, showing that the 50 states have, in aggregate, just 48 cents for every dollar in pensions they have promised. DealBook '

An Old Champion Returns for Mortgage-Based Bonds | Lewis S. Ranieri's new firm, Shellpoint Partners, priced its first mortgage bond deal. The structure of the offering was changed to offer buyers more protection against losses. DealBook '

Cost of Public Projects Is Rising, and Pain Will Be Felt for Years | Interest rates have been inching up everywhere, sending America's vast market for municipal bonds into a steep decline. DealBook '

Bank Gains by Putting the Brakes on Traders | In the financial equivalent of the Tortoise and the Hare, Royal Bank of Canada has risen up the ranks of the biggest stock trading firms in the United States by embracing a rather Canadian restraint and prudence. DealBook '

Exit From the Bond Market Is Turning Into a Stampede | Many in the market say they think that the recent swings are driven more by fear than by a ra tional assessment of what bonds are worth. DealBook '

DealBook Column: Economists Are Asking: Did Bernanke Tip Fed's Hand? | Ben Bernanke's words moved the market because they filled in gaps that a statement from the Fed could never fully communicate, says Andrew Ross Sorkin. DealBook '

Venture, and Friendship, Sour After Insider Conviction | A year after being convicted of insider trading, Rajat Gupta is embroiled in a dispute over a private equity fund he helped found. DealBook '

Court Upholds Rajaratnam Conviction | The ruling validates the aggressive tactics deployed by federal pros ecutors in the government's sweeping investigation into insider trading on Wall Street. DealBook '

I.P.O.'s Face Road Blocks as Markets Turn Shaky | Once ebullient markets have had a bout of shakiness, driven largely by concern that the Federal Reserve will soon begin pulling back on its economic stimulus. DealBook '

Suit Accuses Corzine of a Failure at the Helm | Jon S. Corzine, no stranger to bare-knuckle brawls after spending nearly 40 years on Wall Street and in New Jersey politics, now faces the biggest fight of his career: a showdown with the United States government. DealBook '

  • U.S. Civil Charges Against Corz ine Are Seen as Near | The Commodity Futures Trading Commission informed Jon Corzine's lawyers that it would file the case without offering him the opportunity to settle, setting up a legal battle that could drag on for years. DealBook '

S.E.C. Begins an Inquiry Into Thomson Reuters Data | Federal securities regulators have opened an inquiry into how the media company releases closely watched manufacturing data to its trading clients. DealBook '

New Rules Expected for Insurance Accounting May Lead to Erratic Earnings | The Financial Accounting Standards Board proposed new rules that seem likely to increase volatility in reported profits for many insurers and lower reported revenue for rapidly growing c ompanies. DealBook '

Lawyer Accused of Faking His Expenses Over 6 Years | Lee M. Smolen, a partner at DLA Piper, has been accused by an Illinois disciplinary board of fabricating more than $120,000 in expenses submitted to Sidley Austin, including about $70,000 in taxi trips. DealBook '

The Trade: In Shareholder Say-on-Pay Votes, Whispers, Not Shouts | 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, says Jesse Eisinger. DealBook '

Mass Layoffs at a Top-Flight Law Firm | Weil, Gotshal & Manges says that the market for high-end legal services is continuing to shrink. DealBook '

‘Back on the Chain Gang' | Some readers are quoting the Pretenders in calling for harsh punishment for Jon Corzine. YouTube '



Steven Cohen Declines to Testify in SAC Insider Case

Steven A. Cohen has declined to testify before a grand jury, raising the stakes in the government's long-running insider trading investigation into his giant hedge fund, SAC Capital Advisors.

Rather than subject Mr. Cohen to wide-ranging questions from prosecutors in a grand jury setting, his lawyers have informed the government that he would assert his constitutional right against self-incrimination, according to two people briefed on the matter.

In contrast, five senior SAC executives who also received subpoenas have met with prosecutors in recent weeks, said the people briefed on the matter, who were not authorized to speak publicly about the case. It is unclear whether those interviews were in lieu of testifying before the grand jury. The five are Thomas J. Conheeney, the firm's president; Solomon Kumin, chief operating officer; Steven Kessler, chief compliance officer; Phillipp Villhauer, head of trading; and Anthony Vaccarino, a portfolio manager.

None of the executives have been accused of any wrongdoing. And neither the firm nor Mr. Cohen, who owns it, has been charged. Mr. Cohen, 57, has maintained that he behaved appropriately at all times.

A spokesman for SAC declined to comment.

The prosecutors are facing a looming deadline to bring charges against SAC connected to suspicious trading in two drug stocks. The government has already charged a former SAC employee, Mathew Martoma, connected to those trades, saying that he bet against shares of Elan and Wyeth while in possession of secret information about the companies' drug trials. Because the trades started on July 21, 2008, the government has roughly four weeks to bring additional charges before the five-year limitation runs out.

With that deadline approaching, prosecutors are contemplating a case against SAC itself, according to the people briefed on the matter. Such a move, which would effectively destroy the fund, could include bringing charges against SAC related to Mr. Martoma's trades on a theory of corporate criminal liability, the people said. Under that theory, the government can impute criminal liability to a company based on the benefit it received from an employee's acts that the authorities say are criminal.

While the government has said that Mr. Cohen played a role in authorizing the trades, it has not asserted that he was aware of the confidential data that Mr. Martoma is accused of obtaining.

Mr. Cohen's decision not to testify was expected. Last month, when he received a subpoena to testify, SAC notified its investors that, “While we have in the past told you of our cooperation with the government's investigation, our cooperation is no longer unconditional.”

It is unclear whether Mr. Cohen appeared in person to assert his constitutional right. Typically, when a witness's lawyer has indicated that the client refuses to testify, the United States attorney's office in Manhattan will instead accept a letter conveying those plans. As criminal authorities continue to scrutinize SAC, federal regulators are also weighing action. In March, the hedge fund agreed to pay $616 million to settle two civil cases brought by the Securities and Exchange Commission related to the Elan and Wyeth trades, as well as trading in Dell.

Yet the S.E.C. is still contemplating a civil action against Mr. Cohen, according to people briefed on the case. Among the possible claims against the hedge fund manager, the S.E.C. could accuse Mr. Cohen of insider trading related to the drug stock s. The agency has also weighed citing Mr. Cohen for failing to supervise his employees, a civil charge that another federal regulator leveled this week against Jon S. Corzine, the former chief executive of MF Global.

The S.E.C., which could assess a fine and seek to ban Mr. Cohen from the securities industry, has a lower burden for proving a case than criminal authorities do. While prosecutors must prove their case beyond a reasonable doubt, the regulator would have to show only a preponderance of the evidence.

With the government's relentless pursuit of SAC, the fund's investors have withdrawn substantial amounts of money. In addition to wit hdrawing $1.7 billion earlier in the year, investors this month asked to redeem an even larger sum, according to a person briefed on the matter, leaving SAC with a fraction of the $6 billion in outside capital it had at the beginning of 2013. Mr. Cohen's fortune accounts for more than half of the fund's assets.

Mr. Cohen has privately expressed frustration with the toll that the protracted inquiry has taken. In a recent conversation with a senior Wall Street executive, Mr. Cohen said, “I sleep at night and I didn't do anything wrong, but that doesn't mean that they can't ruin my business.”

A version of this article appeared in print on 06/29/2013, on page B1 of the NewYork edition with the headline: Cohen Opts Not to Testify In U.S. Case Against SAC.

Don\'t Forget the Small Ideas That Make a Difference

Usually, it's the big products that get the headlines - your iPhones and Surfaces and Galaxies. But in basement shops and garages, worthy invention is taking place on a much tinier scale - and sometimes, that work is worth a look.

To be specific, this week, I offer reviews of three intriguing accessories that recently landed on my desk: accompaniments to the headline-grabber gadgets.

ChargeCard

It's one of the great unsung trends of the latest gadgets: they can recharge from USB jacks, which are found not only on every computer, but also in many cars, planes, wall jacks and TV sets. Unfortunately, you still have to pack and carry the cords for your USB-chargeable gizmos.

The cleverly named ChargeCard ($25) was a Kickstarter.com success story. It's a replacement charging “cable” shaped like a black rubber credit card; you're supposed to carry it in your wallet. At one end is the connector for your gadget; in the middle is a flexible rubber tongue with USB contacts on the end.

The idea is that you'll never again suffer Battery Death Anxiety, where you're out for the evening, watching your phone's charge approach zero because you have no way to charge it. Now, you'll always have the “cable” right there in your wallet. Find the nearest TV or computer and charge away.

The ChargeCard comes in three versions. One has a 30-pin connector for charging and syncing iPhones, iPod Touches and iPads with the original 30-pin connector (2012 and earlier). One has the new Lightning connector, for the iPhone 5, latest iPod Touch and newest iPad. And one has a Micro USB connector for all those Android phones and tablets, Sony cameras, Blackberries, Nokias, Kindles, Jamboxes and so on.

The ChargeCard is twice the thickness of a credit card, so it does add some bulk to a wallet. And the need to twist around that central USB tongue makes you worry about its longevity (although it has a lifetime guarantee).

But yes, it works, and yes, it's a relief to know you'll never be without a way to charge.

iFlyPad

The iFlyPad ($30, available in late July) is a small contraption, about three inches across, in white or black, with powerful suction cups on both sides. The back has one big suction cup (with a sliding lever that increases the suction for an amazingly strong bond), which you're supposed to attach to the airplane video screen on the seat back in front of you. The front has many small suction cups; they grip the back of your tablet, phone or e-reader.

This thing suspends your gadget so that you can enjoy your own video entertainment instead of whatever overpriced videos the airline offers. You're hands-free, you can use your tray table for food, and the viewing angle is better.

The iFlyPad can also, of course, stick your phone, tablet or Kindle to any smooth hard surface in daily life: a kitchen cabinet, bathroom mirror, treadmill console or car touch screen (so you can use the Google Maps app for navigation instead of whatever awful GPS software came with your car). Click here for all the details: duration of suspension, curved-glass questions, and so on.

Not everyone is crying out for a suction cup to suspend a gadget; that in-flight scenario might not have universal appeal. But if the idea appeals to you, you're in luck: the iFlyPad is well-designed, compact and extremely secure.

MagStay MS-01

When Apple invented its magnetic MagSafe connector for its laptop power cords, I cheered. As I wrote last year, “Apple found precisely the right balance between attachment and detachment. Strong enough to hold the connecto r in place, weak enough to detach if it gets yanked,” so that your laptop doesn't go crashing to the floor.

But last year, when Apple replaced the MagSafe connector with a thinner, weaker one, I booed. Now the power cord drops out constantly, at the slightest touch or wrong angle.

If you've had no problem with yours, it's probably because you always use your laptop on a desk. If you try using it on your lap (yes, some people use laptops on laps), abandon all hope. If it brushes your leg, or if you lean over to grab something, the power cord falls out. I despise this thing.

I have found a ridiculous-looking but very effective solution: the MagStay 2 ($20). It's a perfectly designed plastic white clip, of sorts, that keeps the connector in place.

“Clip” isn't the right word, because there's no hinge or spring. It's more of a slotted wedge that firmly grips the left edge of your MacBook Pro or Air. A tunnel through the middle connects the metal end of your MagSafe power cord to the laptop. A hole in the MagStay's top surface lets you see the connector's indicator light, so you can still see if it's getting power.

A substantial yank still detaches the cord, but the connector never, ever comes out from simple thigh pressure, or reaching-to-the-side pressure, or lifting-up-the-laptop-to-look-for-your-glasses pressure. In short, it fixes what's wrong with the MagSafe 2. (It's designed for the Retina MacBook Pro. It works great on my MacBook Air, too, but the company says it will soon offer a model that fits the Air even better.)

You can't close the laptop with the MagStay in place, which is a huge drag. In fact, what you're supposed to do is detach the MagStay, remove the cord, reverse the MagStay, rethread the cord through it, close the laptop, and reattach; the larger opening of the MagStay now grips the closed laptop just as firmly as it previously grip ped only the lower half.

That's way too much hassle; when I want to close the laptop, I just slide the MagStay down the white power cord to get it completely out of the way. (Few people complain that the MagSafe connector drops out by itself when the laptop is sitting, closed, charging on your bedside table.)

It's really, really a shame that a $20 glorified clothespin is required to make these premium laptops' power cords stay attached. But the MagStay is certainly better than some of my readers' previous suggestions, which included duct tape and Super Glue. It's the most useful piece of plastic I've added to my arsenal in a long time.