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Deutsche Bank Profit Tumbles on Legal Costs

FRANKFURT â€" Deutsche Bank, Europe’s largest investment bank, said on Tuesday that net profit fell by half in the second quarter of the year as it earned fewer fees from financial market trading and faced a higher tax bill as well costs related to lawsuits.

The results showed that, like many of its peers, Deutsche Bank is still coping with the aftermath of the financial crisis as well as turmoil on securities markets, which have caused its clients to do less trading, cutting into fees.

“The current quarter performance was significantly impacted by an uncertain macroeconomic backdrop which resulted in elevated market volatility and a broad sell-off across asset classes towards the end of the quarter,” Deutsche Bank said in a statement.

Net profit fell to 335 million euros, or about $444 million, from 666 million in the second quarter of 2012, Deutsche Bank said. Revenue rose 2 percent during the quarter to 8.2 billion euros - $10.87 billion â€" but the gain was offset by additional expenses, including 630 million euros related to the cost of legal proceedings.

The bank faces numerous lawsuits, including some from aggrieved investors who bought investments related to the U.S. real estate market prior to the subprime crisis in 2008.

Deutsche Bank said it increased its capital during the quarter, and that it would shrink the size of its financial holdings in order to answer criticism that it is too dependent on borrowed money.

According to press reports last week, Deutsche Bank was planning to cut its total assets by 20 percent, but the bank gave no target figure Tuesday in releasing its earnings report ahead of a conference call by bank executives.

Deutsche Bank said it increased its so-called Core Tier One capital ratio, a measure of the bank’s ability to absorb losses, to 10 percent at the end of June from 8.8 percent at the end of March based on the latest regulatory standards.

The bank said its leverage ratio, the proportion of its own cash or shares to borrowed money, was 3 percent. Many economists consider the leverage ratio to be a better measure of a bank’s resiliency than the capital ratio; regulators in the United States are in the process of raising the required leverage ratio for the largest banks to 6 percent.

“We are committed to further reducing the balance sheet in a manner that enables us to meet requirements on leverage ratio, sustain our value proposition to clients and strengthen our business model without materially impacting financial performance,” Anshu Jain and Jürgen Fitschen, co-chief executives of the bank, said in a statement.



UBS Profit Rises 32% in Second Quarter

By Mark Scott

LONDON - UBS confirmed on Tuesday that its profit rose 32 percent in the second quarter, as the Swiss banking giant continued an overhaul designed to put its investment banking problems behind it.

The company had published preliminary results last week when it announced an $885 million settlement with a United States regulator over mortgage-backed securities issued between 2004 and 2007. Authorities had said that UBS and other major banks had misrepresented the quality of mortgage securities that they had sold investors at the height of the housing bubble.

Despite the firm’s legal woes, UBS said that its net income rose to 690 million Swiss francs, or $741 million, in the three months through June 30, compared with 524 million Swiss francs in the comparable period last year.The bank’s second-quarter revenue increased 15 percent, to 7.4 billion Swiss francs, from a year earlier.

As part of an extensive overhaul of its operations, UBS is shifting its focus away from risky trading in its investment banking division towards its wealth management operations.

Although the bank has announced around 10,000 job cuts in its investment bank, that unit continues to represent the largest share of the bank’s pretax earnings - 775 million Swiss francs, compared with a loss of 130 million Swiss franc loss in last year’s period.

Meanwhile, the wealth management division reported an 11 percent jump in its pretax profit, to 557 million francs. When adjusted for one-time restructuring charges and payments related to a new tax agreement between Swiss and British authorities, the bank’s wealth management unit generated its highest quarterly profit in four years: 711 million Swiss francs.

“Our underlying result illustrates the strength of our business model,” UBS’s chief executive, Sergio Ermotti, said in a letter to investors. “This clearly indicates that we are successfully executing on our strategy to ensure our firm’s future success.”

The bank also announced on Tuesday that it planned to buy back a fund created by the country’s central bank to flush out the firm’s toxic assets. The fund was set up as part of UBS’s bailout during the financial crisis, and the Swiss bank had been given the right to buy back the division once it had repaid the government for its financial support. Under the agreement, UBS will buy the fund for around $1 billion plus 50 percent of its gains.

As one of the world’s largest banks, UBS also has come under pressure to increase its capital reserves to guard against future financial crises.

The bank said on Tuesday that its common equity Tier 1, a measure of a firm’s ability to weather financial shocks, rose by more than 1 percentage point, to 11.2 percent, under the accounting rules known as Basel III in the second quarter.

UBS warned, however, that its operations were still threatened by continued volatility in the world’s financial markets, as investors fretted about U.S. monetary policy and sluggish growth in Europe.

“Client confidence and activity levels could be impacted further by the continued absence of sustained and credible improvements to unresolved European sovereign debt and banking system issues and U.S. fiscal issues,” UBS said in a statement.



Energy Regulator Details Case Against JPMorgan

The nation’s top energy regulator on Monday formally accused JPMorgan Chase of manipulating energy markets, foreshadowing a multimillion-dollar settlement that is expected as early as this week, according to people briefed on the matter.

The action by the Federal Energy Regulatory Commission is largely a formality ahead of the settlement â€" a deal that is expected to help JPMorgan avert a clash with the regulator over accusations that it orchestrated trading strategies to turn inefficient power plants into profit centers, the people said.

From the outset, JPMorgan, which declined to comment on Monday, has denied any wrongdoing. The bank has also mounted a fierce defense of the top executives who supervised the traders in Houston who are accused of devising the trading strategies.
The accusations against JPMorgan stem from its rights to sell electricity from power plants. The rights come from assets the bank acquired in the 2008 takeover of Bear Stearns.

To transform the power plants into profit generators, the agency contends, JPMorgan’s traders adopted eight different “schemes” between September 2010 and June 2011. Under the plan, the traders offered the electricity at prices that appeared falsely attractive to state energy authorities. The effort prompted authorities in California and Michigan to make excessive payments that helped drive up energy prices, the regulator said.

The settlement could cost the bank about $500 million, according to the people briefed on the matter.

Accusations of market manipulation surfaced this spring in a confidential commission document, reviewed by The New York Times, that outlined a pattern of illegal trading in the electricity markets of California and Michigan. The document, a warning shot that investigators would recommend that the agency pursue civil charges, also contended that a senior JPMorgan executive, Blythe Masters, gave “false and misleading statements” under oath.

Ms. Masters, however, was not included in the regulator’s formal notice on Monday. JPMorgan contends she never made false statements under oath.

Initially, investigators planned to recommend that the agency hold Ms. Masters and three of her employees “individually liable.” The investigators backed away from that decision, the people briefed on the matter said.



Third Point Takes Aim at Sony in Investor Letter

The activist investor Daniel S. Loeb is turning up the heat on Sony.

Mr. Loeb, who runs the hedge fund Third Point, initially took a deferential approach when he disclosed a roughly 6.5 percent stake in Sony and called for a breakup of the company in May.

But Third Point dispensed with the niceties on Monday, taking aim at the company’s entertainment division in pointed language that recalled the acid dispatches on which Mr. Loeb made his name. Sony continues to pursue a strategy of unity, despite Mr. Loeb’s proposal that it spin off part of its entertainment arm.

“Keeping entertainment underexposed, undervalued and underperforming is not a strategy for success,” Third Point said in its second-quarter letter to investors on Monday, referring to the entertainment division.

“Given entertainment’s perpetual underperformance, perhaps Sony’s reluctance to discuss it candidly stems from (understandable) embarrassment,” the hedge fund said.

Shares of Sony were down 3.6 percent in Tokyo on Monday, a day when the Nikkei 225 index declined 3.3 percent.

A spokeswoman for Sony Pictures Entertainment declined to comment on Third Point’s letter.

The discussion of Sony came as Third Point reported its quarterly results to investors. The firm’s offshore fund was up 3.3 percent in the second quarter, and up 12.6 percent for the year through June 30, the letter said.

Separately in the investor letter on Monday, Third Point laid out an optimistic argument about CF Industries, a giant fertilizer manufacturer. Saying CF Industries trades at an “unwarranted discount” to its rivals, the hedge fund argued that the company should pay a large dividend to shareholders.

“CF has been underperforming recently despite the emergence of several positive indicators,” the hedge fund said. “This underperformance reinforces our view that a dividend strategy based on CF’s stable cash flow stream would lead investors to reassess the company’s valuation.”

Shares of CF Industries climbed 11.8 percent on Monday to close at $202.30 a share.

But when it came to Sony’s entertainment business, which includes a music label and a Hollywood film studio, Third Point’s tone was far less genial.

It is “perplexing” that Sony’s chief executive, Kazuo Hirai, was apparently not worried about two movies that had disappointing debuts at the box office, “After Earth” and “White House Down,” Third Point said.

In a particularly biting turn of phrase, the hedge fund said the movies were “2013’s versions of ‘Waterworld’ and ‘Ishtar.’”

Sony’s entertainment business in the United States is “being ineffectively overseen and needs its own governance structure led by a board whose job it will be to worry about such troubling results,” the hedge fund said.

Mr. Loeb’s hedge fund even criticized the entertainment division’s creative direction, saying it understood “anecdotally” that the “development pipeline is bleak.”

“We are also disappointed to see that Sony’s television business lacks new material and instead relies on old Merv Griffin Productions workhorses like ‘Jeopardy’ and ‘Wheel of Fortune,’” Third Point said.

The blunt language was a departure from the tone of Mr. Loeb’s original letter, in which he emphasized a “spirit of partnership.”

Still, Third Point said on Monday that it was pleasantly surprised by Sony’s electronics business, citing “visible improvement” in new products that “has caused us to rethink our approach” to valuing the division.

On a larger scale, Sony should benefit from political changes in Japan, including recent parliamentary elections that indicated support for the policies of Prime Minister Shinzo Abe, Third Point said.

The hedge fund also said in its letter that it managed to avoid some of the downdraft in stocks in May and June following comments by Ben S. Bernanke, the Federal Reserve chairman.



In Surprise, Tourre Defense Calls No Witnesses

It was over virtually as soon as it began.

The defense team for Fabrice Tourre, the former Goldman Sachs trader accused of defrauding investors in a mortgage deal six years ago, began its case about 11:47 a.m. One minute later, it rested without calling any witnesses â€" not even John Paulson, the billionaire whose hedge fund played a big role in the security at the heart of the trial.

That decision, following more than two weeks of witnesses called by the Securities and Exchange Commission, highlights the confidence of Mr. Tourre’s lawyers in their fight against a civil lawsuit by the government over the mortgage deal. The move means that closing arguments from both sides will take place on Tuesday, and the jury will begin deliberations on Wednesday.

“Fabrice has testified in the S.E.C.’s case, and ending things short allows the defense to underscore to the jury where the burden of proof lies - that is squarely on the S.E.C.,” said Susan Brune, who successfully defended Matthew M. Tannin, one of two former Bear Stearns executives acquitted in 2009 on charges they misled investors in their mortgage-backed securities hedge funds.

Defense lawyers deliberated changing up their strategy in recent days, with the final decision having been made as late as Monday morning, people briefed on the matter said. The team was encouraged by the last piece of evidence that the S.E.C. submitted in its case: the videotaped deposition of Michael Nartey, a former salesman in Goldman’s London office who worked on the mortgage investment at the heart of Mr. Tourre’s case.

During the deposition, parts of which were played for the jury, Mr. Nartey testified that his colleague never told him that the hedge fund Paulson & Company â€" which was betting against the mortgage deal â€" had a hand in selecting the securities that ended up in the security. That left Mr. Nartey with no opportunity to inform his client, IKB, a German bank that decided to invest in the trade.

But Mr. Nartey also testified that had he been told of Paulson & Company’s investment, he likely would not have disclosed it anyway. Client confidentiality rules would likely have prevented him from revealing the hedge fund’s name to IKB in the first instance, he said. He added that such mortgage investments need both investors betting that the deal will succeed and those who are willing to wager that it will fail.

Ultimately, Mr. Nartey said, he viewed ACA Management, the portfolio manager, as the ultimate arbiter of which mortgages were included in the investment. “I’m not sure I would have seen Paulson as selecting the portfolio,” he testified in the videotaped deposition.

Susanne Craig contributed reporting.



Hedge Fund’s Suit on Fannie and Freddie May Spell Trouble for U.S.

The lawsuit brought by the hedge fund Perry Capital against the federal government over the Fannie Mae and Freddie Mac bailout may be the case that finally subjects the government’s bailout practices to closer outside scrutiny.

The Fannie Mae and Freddie Mac bailouts were two of the biggest and earliest of the financial crisis. In September 2008, a government team led by the Treasury secretary at the time, Henry M. Paulson Jr., placed the companies into a conservatorship and provided them with hundreds of billions of dollars in backstop financing. In return, the government required the companies to issue super-preferred stock to the Treasury Department, stock that would pay the government before all other creditors, at a 10 percent rate.

As part of the rescue, the common stock and some classes of preferred were rendered worthless, or so the government assumed. It was a punitive act meant to penalize these security holders for failing to properly supervise the two government-sponsored entities.

But as was often the case in the bailouts, the government cherry-picked creditor classes. Senior debt holders went unharmed, mainly because the government thought to impair their investments would further spook markets.

The bailout was borne out of the government’s desperate attempts not to put the two companies’ trillions of debt on its books. Even though the government thought they were worthless, the common stock and preferred stock were left outstanding, so it could be argued that the two government-sponsored enterprises were still independent. At the time, the government likely thought this wouldn’t be a problem because Fannie and Freddie were thought to be insolvent.

But by 2012, Fannie and Freddie unexpectedly turned back into profitable firms. Seeking a way to keep the common and preferred stock worth nothing, the government changed the way the two paid their dividends in a fashion that meant all dividends went directly to Treasury - that any remaining common and preferred-stock holders would receive nothing.

Perry Capital has accumulated both common and preferred stock in the two entities before this change, and now wants those dividends to be paid to those shareholders once the government’s priority preferred stock has received its 10 percent. It argues that the government failed to justify the change in dividend payments.

The firm is now suing, pitting its resources against the federal government. Perry is taking this matter seriously, hiring the superstar litigator Theodore Olson. Mr. Olson has good experience suing governments, and is the lead lawyer representing the bondholders in the big sovereign debt litigation going on in the United States Court of Appeals for the Second Circuit in Manhattan.

The government’s failure to cleanly deal with Fannie and Freddie is coming back to haunt it with Perry Capital’s suit.

During the financial crisis, the government did deals first, and thought about the consequences later. In an article that the two of us published in 2009, we labeled it “regulation by deal,” and observed that it was a form of regulation immune from most of the usual sources of oversight. The deals went unchallenged in court, and were paid for by Congress with little tightening placed on the purse strings.

At the time everyone was too worried to protest much. And to be fair to the government, it was acting on a tight time frame with limited options.

Now, things are calmer, and it is going to be harder for the government to act so quickly or cleanly. Perry Capital’s suit is not aimed at the initial bailout but rather the dividend restructuring last year. It’s clear that the government was merely cleaning up something it failed to put in place back in the financial crisis. The smart people at Treasury likely just didn’t think about it.

But the government’s actions are going to be much harder to justify now that the crisis is receded.

Still, the sailing will not be entirely smooth for Perry Capital. It is not clear that the Housing and Economic Recovery Act of 2008, the statute under which the government has been acting, contemplated these sorts of suits, and that statute is one of the legal bases for the complaint.

Whenever the government is sued, its actions are reviewed deferentially by the courts; when the Treasury Department is engaged in crisis management, that deference, for better or worse, gets even bigger. The question here is whether the courts will even want to wade into this mess, or will instead simply defer to the government.

Moreover, the ordinary remedy if the plaintiff wins in an administrative law case like this one is a remand to the agency, rather than a cash payment to the plaintiff. A remand would give the Treasury Department an opportunity to better articulate its reasons for the change in dividend policy, but would do nothing for Perry Capital’s bottom line.

Finally, the government is likely to argue that the firm has not suffered an injury serious enough to sue over, despite all those billions in dividends diverted. Perry holds both common and private sector preferred stock in Fannie and Freddie. But after the conservatorship, purchasers of the both types of stock could be construed as having some notice that the government might vary the dividend payment. If Perry Capital purchased its stake after 2008, it might not have standing to sue.

A lot of money is at stake. Fannie and Freddie are expected to pay tens of billions to the federal government over the coming years as the housing market recovers. The case also will affect how Congress and the government ultimately restructure these entities, as the government is now more likely to be more considerate of the preferred and common stockholders, if for no other reason than the desire to avoid litigation risk.

Whatever its outcome, though, the case may be more important for offering a look at the government’s drastic action during and after the financial crisis, which until now have been almost completely insulated from judicial oversight. Many have criticized the quiescence in Congress and the courts related to these extremely important and very expensive government programs. This may now be their chance to have this conduct reviewed.

Moreover, Perry Capital’s allegations suggest that the potential abuses often associated with government ownership - a dog that has not yet barked much in the wake of the crisis - are not entirely hypothetical.

The government has kept an arm’s length distance from the car companies it bailed out, and was repaid so quickly by most of the financial firms that received bailout money that it did not have much of a chance to tinker with corporate policy. It may be that, as the government prepares to celebrate its fifth year as the controlling shareholder of Fannie and Freddie, that it is growing increasingly ill suited to its role.

Attempts to fix mistakes made in the depths of the financial crisis are going to be harder now that the courts and Congress are not as scared of challenging the executive branch as they were back then. This is normal cycle of these crises. The executive branch gets more latitude during the time, but afterward there is a demand for accountability.

In other words, now that the government has saved the markets, the markets want them gone. And in the background looms a hard look at the decisions made during those dark days five years ago.

Treasury Suit Announcement

Perry Capital v. Lew - Complaint as Filed



Lessons From the Glaxo Case in China

In advertising, the adage is that “sex sells.” In the world of white-collar crime, it is rare that there is anything other than money at stake, but the continuing corruption investigation in China into the British pharmaceutical company GlaxoSmithKline now has a dash of the libido to draw even more attention.

A Glaxo regional sales manager said that the company’s representatives “established good personal relations with doctors by catering to their pleasures or offering them money, in order to make them prescribe more drugs,” according to the official Chinese news agency Xinhua, which was cited in a report by The Guardian.

The Ministry of Public Security in China has been conducting the growing investigation into accusations that Glaxo used bribes and other benefits for doctors and public officials to increase its sales. The payments were funneled through travel agencies, totaling approximately $450 million.

While the tawdry aspects of the case will draw the headlines, the investigation has lessons for companies about how to deal with corruption issues while doing business in China, whose approach to investigations differs greatly compared with that of the authorities in the United States.

Glaxo’s initial response to reports of the Chinese government’s investigation was to make the usual promise of full cooperation while taking a dismissive approach to the potential problem. A statement released on July 11 said, “We continuously monitor our businesses to ensure they meet our strict compliance procedures. We have done this in China and found no evidence of bribery or corruption of doctors or government officials. However, if evidence of such activity is provided, we will act swiftly on it.”

Glaxo responded a lot more swiftly than it might have expected when, just four days later, the company took a different tack in saying that “These allegations are shameful and we regret this has occurred.” And on July 22, the new head of Glaxo’s Chinese operations issued a statement that “Certain senior executives of GSK China who know our systems well appear to have acted outside of our processes and controls, which breaches Chinese law.”

Over the last decade, since the passage of the Sarbanes-Oxley Act in 2002, publicly traded corporations have poured significant resources into their compliance programs to prevent wrongdoing, or to at least be an early warning system for what might become a problem. Companies know that it is always better to self-report a violation than to have a government agent come knocking on the door.

The buildup in corporate internal controls may lead to a false sense of security that the company will be able to ferret out internal wrongdoing before it burgeons into a serious concern. So there is often an urge to make the obligatory offer of the olive branch of cooperation when an accusation of wrongdoing arises accompanied by an assurance that the company had determined it did nothing wrong.

Glaxo had received a report from an anonymous internal whistle-blower about potential bribery of doctors in China. But the company said its investigation showed no evidence of corruption, so it appears to have initially viewed the Ministry of Public Security investigation as much ado about nothing.

What we do not know is how thorough Glaxo’s investigation was and whether it truly dug into the issues that have now come to the surface, especially given that hiding about $450 million in illicit payments can’t be easy.

Overseas corruption investigations can be particularly difficult for companies because few employees or agents are willing to admit to making questionable payments, much less providing sexual favors, and so are unlikely to be forthcoming. One can never be sure that the first review has in fact gotten even close to the bottom of the issue, especially if those persons know how to avoid internal control systems.

Another aspect of the investigation sure to draw the attention of companies doing business in China is the detention of a large number of Glaxo employees and agents by the Ministry of Public Security. The New York Times reported last Friday that 18 employees and other medical personnel had been detained, which is in addition to four employees held at the start of the investigation.

Robert M. Radick, a partner at the white-collar law firm Morvillo Abramowitz, wrote at Forbes [link below] that this marks the appearance of a “new policeman” on the foreign bribery beat. And unlike the Justice Department in the United States and the Serious Fraud Office in England, this is a much scarier cop.

Glaxo had disclosed earlier that it was having “discussions” with the Justice Department and the Securities and Exchange Commission over possible foreign corruption issues in its overseas operations, including China. Those investigations are sure to heat up in light of the company’s admissions of violations to the Chinese authorities.

But note how much more genteel the United States has been in dealing with Glaxo â€" discussions are far different from having a number of employees detained for questioning. It is rare in a white-collar investigation in this country to have anything more than an interview, usually with counsel present, in a prosecutor’s office during the investigatory stage of the case.

Companies accustomed to how the Justice Department acts should be prepared to deal with legal systems that rely on the detention of potential suspects, sometimes for an extended period, as a regular part of their investigations. Among those detained in the Glaxo bribery investigation are an American and a British citizen, so those at risk in an overseas bribery case is not limited to nationals working in their own country.

Bribery in foreign business operations has become a bane for many global corporations. American companies ranging from Avon to Wal-Mart have disclosed potential problems in their Chinese divisions because of possible corruption.

The Glaxo case raises a potential new threat to corporate employees caught up in these cases because of the potential that they may be held in custody for questioning about their work for the company. That’s a prospect no one wants to face.



China Opts for Only Small Steps to Stimulate Economy

Beijing continues to resist a new large fiscal stimulus package, despite a report last week that the nation’s manufacturing sector had contracted in July at its fastest pace since last summer. Instead, the government announced a “mini stimulus” that included a tax cut for small companies, a reduction of red tape and costs for exporters, and the opening of investment in railroad construction to private capital.

Strengthening private small and midsize enterprises has been an oft-stated but unachieved goal. Most of those businesses have limited access to bank loans and must instead rely on informal financing channels to get access to capital. In the current downturn, the Economic Observer newspaper recently reported, banks are aggressively calling in loans, leading to even more strains for many small firms.

Perhaps then it is good news that Zhou Xiaochuan, head of the People’s Bank of China, wrote in the People’s Daily newspaper on Friday that the central bank would support small businesses by ensuring easier access to financing. A public message like this from the central banker may be harder for the banks to ignore.

In an obvious sign of deepening concern about local debt problems, Beijing has suddenly announced a new nationwide audit of local debt, the third in two years. The Times reported that the Detroit bankruptcy may have spooked policy makers. Investors likely will not believe whatever new numbers are released publicly, but at least Beijing is not pretending there is no problem.

Bearishness toward China has now gone mainstream, and rare is the day without a report on the economy’s impending crash. Bloomberg News has a report on Monday on what might happen if Chinese growth suddenly drops to 3 percent, as at least one investment bank now says is possible.

Investors should consider the possibility that the pendulum has swung too far too quickly, and that the situation is not quite so dire. The next few months may be difficult, but there is the potential for another shift in sentiment in the period before and just after the Communist Party Central Committee’s third plenum meeting in October. Last week, Xi Jinping conducted an inspection tour of Hubei Province and signaled some of the economic reforms and resolve that is likely to come out of the third plenum.

Even in the midst of the broader realization that China’s economy has significant problems, some investors have been able to make money choosing the right sectors and companies. Over the last three months, for example, the CSI Overseas China Internet index has climbed nearly 40 percent.

Tencent has a market capitalization of $83 billion, about the same as Facebook’s, while Baidu, which reported better-than-expected earnings last week, is worth $44 billion, and Alibaba may be worth $100 billion or more after its stock offering, giving China three of the most valuable Internet companies in the world. China’s Internet market is mostly off-limits to the large foreign Internet firms, and so the easiest way for outsiders to participate is through investing in shares of the overseas-listed firms.

China’s Internet market is huge and continues to grow, and even segments like users over 50 years old, expected to top 200 million this year, are larger than the population of all but a handful of countries.

But the local giants are not satisfied with the domestic market. Tencent has the most expansive international plans, both through investments like the Activision buyout announced last week and by aggressively marketing WeChat, its mobile social networking service that competes with Facebook outside the United States. Tencent has hired the soccer star Lionel Messi, not a household name in the United States but a global superstar, as its spokesman for WeChat.

The Internet is not the only market segment that continues to grow despite China’s slowdown. Nor is it the only one that seems increasingly unfriendly to foreign company participation. GlaxoSmithKline, which has been accused of all sorts of bad behavior in China, looks to be the poster child for Beijing’s campaign to squeeze profits in the health care sector and drive down drug prices. Such moves have hugely positive political and social benefits.

Earlier this summer, regulators opened an antimonopoly investigation of five foreign makers of infant milk formula, accusing them of price fixing. The firms quickly cut prices despite huge demand for foreign infant formula that now affects the global supply.

On Monday, the government, via the official Xinhua news agency, has taken aim at foreign luxury carmakers, writing that China should investigate their pricing because they reap exorbitant profits.

The operating environment for foreign firms, both economically and politically, is getting increasingly difficult, but foreign investors should continue to have plenty of public market opportunities, both in the short term and the long.



If Its Customers Love a Business, This Equity Firm Does, Too

The bookshelves and coffee tables at the offices of the private equity firm Brentwood Associates offer a window into its consumer-focused portfolio: Sundance catalogs with artisan jewelry and designer jeans; menus for vegan cuisine at Veggie Grill; stationery and calendars from Paper Source; DVDs for The Great Courses lectures on topics as varied as astronomy and wine tasting.

These companies share a characteristic, and it is not customers with large disposable incomes, a surplus of free time or an interest in self-improvement. Rather, all of these brands have a fiercely loyal customer base.

“Over time, that’s really what drives market share,” said Bill Barnum, who co-founded Brentwood’s private equity practice in 1984. It has since invested in more than 40 companies with a total transaction value, or market value of equity at the time of the deal plus debt, of more than $5 billion.

The firm, which has more than $650 million under management and is raising its fifth consumer-focused fund, began honing its current investment strategy in the 1990s, when many brands were hitching their fates to the likes of Walmart and Target.

“We realized we didn’t want to buy companies that were at the mercy of these massive retailers,” Mr. Barnum, 59, said.

A better strategy for investing in the consumer space, the firm surmised, was to be the first active institutional investor in small- and medium-size companies that had a strong following but, with additional capital and outside expertise, could triple in size in five years.

Brentwood said it was the only private equity firm it knew of that consistently takes this approach. It said many other consumer-oriented firms focused on consumer-packaged goods sold to grocery stores and other retailers.

Over the last 20 years, Brentwood has bought and sold iconic brands like Prince Global Sports, the maker of tennis gear; Filson Holdings, the outdoor apparel company; and Ariat, the maker of equestrian and Western boots.

In 2002, the firm invested $25 million in the sports retailer Zumiez and took it public three years later, ultimately generating $141 million in gross proceeds. Similarly, it parlayed a $58 million investment in the Oriental Trading Company, which it bought in 2000, into $527 million in gross proceeds when it sold the company in 2006.

In its fourth fund, companies held for more than a year have averaged 127 percent revenue growth since Brentwood acquired them.

Mr. Barnum and his team of four other partners and nine investment professionals take an analytical approach when sizing up prospective holdings. “We don’t know what color is going to be popular next fall,” he said. “But we can look at data and know where customer loyalty has been and where it’s going.” The Internet, no doubt, has made it easier to track consumer spending patterns and to see how customers rate products and services. While social media have helped shine a light on the importance of customer opinion, Brentwood’s investment decisions do not hinge on where companies stand on any single platform, particularly Facebook.

“There are ways for companies to engineer ‘likes’ through competitions and other incentives,” said Anthony Choe, a partner who joined Brentwood in 1996. “We think there are better measures of customer enthusiasm.”

When sizing up prospective investments, Brentwood often starts by looking at customer loyalty and satisfaction metrics like the Net Promoter Score, This number, developed by Satmetrix with the loyalty specialist Fred Reichheld and Bain & Company, gauges whether customers are likely to promote a brand or, conversely, criticize it. A score above 50 on a scale of negative 100 to positive 100 suggests a company has a strong following. “Most of our companies have scores in the 80s and 90s,” Mr. Barnum said.

Many factors contribute to customer loyalty, including the quality of the product, pricing, marketing and customer service. Great brands, however, know how to connect with their customers on a deeper level, he said.

One holding that typifies this is The Teaching Company, which is best known for its Great Courses lectures. The founder, Thomas Rollins, started the company in 1990, having been inspired by a 10-hour video lecture he watched while at Harvard Law School. He recruited top professors and subject-area specialists, and gradually built a library of audio and video lectures based almost entirely on customer feedback.

“Every course in its library is there because customers voted on it,” Mr. Barnum said. As a result, the customers not only make repeat purchases, they are advocates of the brand.

In 2006, Mr. Rollins started looking for an investment partner with direct marketing expertise and found his way to Brentwood. The firm studied the company for three months and concluded that its growth prospects were even better than its own management had projected.

“That’s a pretty rare find,” said Eric Reiter, a partner who joined Brentwood in 1999.

Brentwood invested $50 million, a majority stake, and used its connections and capital to help The Teaching Company enhance the quality of its video production, expand its catalog circulation to nearly 70 million from 20 million, broaden its course offerings and digitize 6,000 hours of content. During Brentwood’s first year of ownership, sales increased more than 35 percent and have continued to grow at a double-digit annual pace. Revenue was about $150 million last year.

“All of this was built on a great starting point,” Mr. Reiter added. “Nothing was broken.”

Yet Brentwood contends the company still has plenty of room to grow, particularly with new partnerships and distribution channels. In early July, The Teaching Company announced it was teaming up with Audible, the Amazon subsidiary that distributes digital audio and entertainment.

Brentwood is looking for similar results with another recent investment, Veggie Grill. The chain, based in Santa Monica, Calif., specializes in plant-based comfort food. Brentwood made an initial investment in September 2011 and increased its position to become the largest investor late last year. During Brentwood’s ownership, Veggie Grill has improved its back-of-the-house operations, expanded to 19 restaurants from seven and increased same-store sales by 16 percent. Though the restaurant caters to vegetarians, it has broader appeal. “Roughly 70 percent of its customers say they eat some meat,” said Rahul Aggarwal, a managing director at Brentwood.

At first glance, vegetarian cuisine, sports equipment and enrichment courses seem like strange brethren in a private equity portfolio.

“We’ve had lots of meetings where we finish the presentation and people say, ‘So what’s the connection?’ ” Mr. Barnum said.

And not every investment has panned out. Notably, in 2000 Brentwood invested in Monarch Designs, a manufacturer and distributor of luggage and travel-related items. A decline in travel after the Sept. 11 terrorist attacks and increased pressures from retailers turned their investment thesis on its head. In 2008 the firm sold Monarch at a loss.

Still, the concept of investing in brands consumers love does not raise as many eyebrows as it once did, Mr. Barnum said.

As technology put more power in the hands of the consumer, the recession illustrated that the consumer sector is more nuanced than many investors realize. In fact, Brentwood’s investment thesis held up relatively well during the downturn; the fourth fund declined 3 percent in revenue on an ownership-weighted basis from the end of 2007 through the second quarter of 2009.

That higher customer loyalty translated to lower volatility in tough economic times was no surprise to Mr. Barnum.

“When customers have a connection with a brand,” he said, “they’ll make it one of the last places they cut back and one of the first places they start spending again.”



Sinclair to Buy TV Stations From Allbritton

One of the country’s biggest owners of local television stations continued its buying spree, announcing a deal to acquire seven stations, including WJLA, the coveted ABC affiliate in Washington, D.C., reported Brian Stelter for The New York Times. The purchase price was $985 million. Read more »

Judge Says Bernanke Should Testify in A.I.G. Case

Ben S. Bernanke, the Federal Reserve chairman, who was one of the central decision-makers in the 2008 bailout of the American International Group, may have to revisit those tumultuous days in sworn testimony.

A federal judge said on Monday that Mr. Bernanke should have to give a deposition in a lawsuit being brought by the former chief executive of A.I.G., Maurice R. Greenberg, over the rescue of the giant insurer. Testimony from the Fed chairman would “unquestionably” be relevant to the case, Judge Thomas C. Wheeler of the United States Court of Federal Claims said.

“Because of Mr. Bernanke’s personal involvement in the decision-making process to bail out A.I.G., it is improbable that plaintiff would be able to obtain the same testimony or evidence from other persons or sources,” Judge Wheeler said in the order.

“Indeed, the court cannot fathom having to decide this multi-billion dollar claim without the testimony of such a key government decision-maker,” the judge added.

The government has tried to prevent a deposition of Mr. Bernanke, arguing that a high-ranking government official should not have to testify unless the information being sought is “essential” to the case and not “obtainable from another source.”

But Judge Wheeler said that testimony from senior government officials was “relatively routine” in the Court of Federal Claims when the official “has personal knowledge of relevant information.”

Mr. Bernanke is a “key witness” whose testimony would be “highly relevant,” the judge continued, deciding that the situation meets the threshold for “extraordinarily circumstances” in which a government senior official would be called to testify.

The deposition would lend a higher profile to Mr. Greenberg’s case, in which he argues that shareholders of A.I.G. lost tens of billions of dollars when the government attached onerous terms to the $182 billion rescue.

Earlier this year, the case set off a storm of controversy when the board of A.I.G. was weighing whether to join with its former chief executive in pursuing the claims. The company decided against doing so, and later sought to bar Mr. Greenberg from suing on its behalf.

Last month, Judge Wheeler narrowed the lawsuit, which Mr. Greenberg is pursuing through his investment vehicle Starr International, but allowed the direct claims against the government to stand.

In ordering the deposition of Mr. Bernanke on Monday, Judge Wheeler said he would be available to rule on any objections. The court set the date of Aug. 16 for the deposition but signaled it would be flexible.

Judge Wheeler plans to attend the deposition personally.

Judge's Order in Starr International v. the United States



In Ad Merger, a Boon for Smaller Banks

The $35.1 billion merger of Publicis and Omnicom, creating a new behemoth in the advertising industry, raised eyebrows for many reasons.

One of which was that the giant deal involved only two investment banks â€" and neither was one of the bulge-bracket firms, like Goldman Sachs or JPMorgan Chase.

Instead, Rothschild advised Publicis, while Moelis & Company advised Omnicom. It’s a big win for both firms, which will rise in this year’s league tables as a result.

According to Thomson Reuters data, Rothschild  advances two places among merger advisers worldwide in the year to date, rising to 13th place from 15th.   Moelis rises to the No. 11 spot from 12th.

It is in the moribund deal market of Europe that the impact of the Publicis-Omnicom deal becomes eye-popping. Rothschild jumps to No. 6 from No. 10 on the European M.&A. league table, according to Thomson Reuters, while Moelis vaults all the way to 13th place from 68th.

Neither Rothschild nor Moelis offers the enormous lending capacity of a JPMorgan or a Citigroup. But with Publicis and Omnicom agreeing to a stock-for-stock deal, that kind of financial might isn’t really necessary. Moreover, such transactions play into what independent investment banks and boutiques say is their strength: providing independent advice and serving as trusted counselors, without trying to upsell clients on other services like lending or foreign exchange products.

Adding more advisers wouldn’t necessarily have made putting the deal together any easier. Some companies have resorted to using as few banks as possible, and hiring more only at the end, to avoid leaks. In this case, having only a pair of advisers seemed to work: word of the impending transaction emerged only on Friday when Bloomberg News reported the talks.



Royal Bank of Canada Adds Bankers for Health Care and Consumer Sectors

The investment banking arm of the Royal Bank of Canada said on Monday that it had hired two bankers, one to cover health care companies and the other to work with consumer corporations, as it continues to expand its footprint in the United States.

The health care banker, Noël Brown, will join from Piper Jaffray and focus on biopharmaceutical deals. He previously worked at Lehman Brothers and then Barclays.

The consumer banker, Jonathan Tretler, will join from Deutsche Bank, where he was co-head of food and beverages. He previously worked at UBS.

Both will be based in New York.

The moves are part of Royal Bank of Canada’s efforts to tap into the American market for growth. The firm has announced a number of hirings this year, including its co-heads of United States technology, a mergers and acquisitions specialist and an industrial banker.

“We are pleased to welcome Noël and Jonathan to RBC’s U.S. investment banking platform,” Blair Fleming, the head of RBC Capital Markets’ U.S. investment banking group, said in a statement. “Noël’s proven track record in biotechnology and life sciences, and Jon’s strong background in food & beverages will further strengthen these two key client offerings that we continue to build strategically.”



América Móvil Maneuvers to Potentially Raise Stake in Dutch Operator

The Latin American mobile phone giant América Móvil on Monday has maneuvered to allow itself to increase its stake KPN, the former Dutch mobile phone monopoly, a move that would potentially block a proposed deal with Telefónica of Spain.

América Móvil had broken off a pact signed in February that had limited its holding in the Dutch operator to less than 30 percent, KPN said in a statement.

América Móvil took the step less than a week after KPN said it planned to sell its subsidiary in Germany, E-Plus, that country’s smallest operator, to the Spanish group Telefónica in a cash-and-stock deal worth 8.1 billion euros, or $10.8 billion. A pact reached Feb. 20 between the Dutch operator and América Móvil, which is owned by the billionaire Carlos Slim Helú, gave the Mexican company the right to end the agreement if another entity bid for all of KPN or one of its major subsidiaries.

Stefan Simons, a KPN spokesman, said the intended sale of E-Plus precipitated América Móvil’s decision to end the “standstill” agreement. The Mexican investor had not informed KPN or other investors that it intended to follow through and make a bid for KPN, Mr. Simons said.

América Móvil, in a one-sentence statement, said it was ending its agreement with KPN. A spokesman for KPN in Europe, Frank Jansen, said the Mexican company did not have anything to add at this point.

Shares of KPN, which is based in The Hague, rose 5.2 percent, or 10 euro cents, to 1.99 euros, in early trading in Amsterdam.

América Móvil, the largest provider of mobile-phone service in Latin America with 262 million subscribers in central and South America as of June 30, has received a cool reception in the Netherlands since buying its stake in KPN, which initially tried unsuccessfully a year ago to sell its German and Belgian carrier, Base, to thwart its entry.

América Móvil justified the KPN investment to its shareholders by highlighting the value of the Dutch company’s foreign holdings, including E-Plus. But the Mexican group was forced to watch as KPN’s share price slid from 8 euros at its purchase to under 2 euros this year amid slowing growth in KPN’s core markets.

Should América Móvil want to block the sale of E-Plus in Germany to Telefónica, acquiring a majority in KPN may be its only option. Although attendance at KPN shareholder meetings has averaged 40 to 50 percent of shareholders in recent years, according to Mr. Simons, the sale of the company’s E-Plus unit would likely draw a much bigger group.

That could make it difficult for América Móvil to persuade shareholders to block the sale, the proceeds of which KPN’s management has promised to partially return to shareholders in a special dividend.

Will Draper, an analyst in London at Espirito Santo, a Portuguese investment bank, said it was unclear whether América Móvil would follow through on its announcement with a formal bid for a majority stake in KPN.

Referring to the América Móvil founder, Mr. Slim, Mr. Draper said: “Mr. Slim is a law unto himself. We never understood his strategy in the first place at KPN. Now it has unraveled. The shares are down enormously. With the sale of E-Plus, the access to Germany would be gone, too.’’

Mr. Draper suggested that there could have been a disagreement between América Móvil, which holds two seats on KPN’s nonmanagement supervisory board, and KPN managers over the sale of E-Plus to Telefónica, which is América Móvil’s top rival in Latin America. Eelco Blok, the KPN president and chief executive, said that the company’s supervisory board voted to support the sale of E-Plus, but he declined to say whether América Móvil’s representatives were among the supporters.

On a conference call last Friday with analysts during the presentation of its second-quarter results, the América Móvil chief executive officer, Daniel Hajj, said the company was still analyzing the proposed E-Plus sale.

That could indicate that América Móvil is planning a takeover bid for KPN, Mr. Draper said.

“If you take Mr. Slim at his word, that he is in this for the long haul, and that KPN is a foothold for América Móvil in Europe, then this is an unmissable opportunity for him to acquire KPN,’’ Mr. Draper said. “The shares of KPN are very cheap.’’



Morning Agenda: Advertising in the Business of Big Data

IN MERGER, AD GIANTS CHASE GOOGLE  |  The announcement on Sunday that Omnicom and Publicis would merge to create the largest advertising company in the world signals that advertising is now in the business of Big Data: collecting and selling the personal information of millions of consumers, Tanzina Vega writes in The New York Times.

“That business is a competitive one, with technology companies like Google and Facebook using their huge repositories of user data to place ads,” Ms. Vega writes. “Between them, Omnicom and Publicis accounted for $22.7 billion in revenue last year, more than the next highest ad firm, WPP. But no ad company comes close to the $50 billion in revenue that Google made last year, largely on the strength of its advertising business.” The combined Publicis Omnicom Group would have a stock market value of $35.1 billion and more than 130,000 employees.

VOTING RULE CHANGE VIEWED AS CRUCIAL TO DELL BID  |  A seemingly small concession in the original negotiations over the proposed Dell buyout has now come into focus, DealBook’s Michael J. de la Merced writes. Last week, Michael S. Dell and his partner, the investment firm Silver Lake, sought to change the rules for a shareholder vote on their bid for the company, demanding in exchange for a small increase in price that shares not voted no longer count as “no” votes. The partners have changed their mind on this demand, after originally dropping it.

Recent tallies show a close vote. Of the roughly 1.1 billion shares that have been cast so far, about 579 million have been cast in favor of the buyout, while 563 million have been voted against the deal, people briefed on the matter said. That is not enough to win at the moment, given the voting rules. The special committee of Dell’s board and its advisers have been considering whether to accede to the demand. A decision is expected as soon as Monday, and a vote on the deal is scheduled for Friday after having been postponed twice.

“If the deal does not go through, I plan to stay and continue to do my best to make the company successful,” Mr. Dell tells The Wall Street Journal by e-mail. “I will not support the kind of recapitalization and sale of assets some shareholders are suggesting.”

ON THE AGENDA  | 
Herbalife, a company over which big investors have been battling this year, reports earnings after the market closes. Data on pending home sales in June is out at 10 a.m.

WHAT’S NEXT FOR COHEN AND SAC  |  A civil asset forfeiture case filed the same day as the criminal indictment of SAC Capital Advisors gives the government a means to try to take a sizable chunk of the fortune of Steven A. Cohen, the hedge fund’s owner, Peter J. Henning writes in the White Collar Watch column. “Whether prosecutors can succeed in forcing Mr. Cohen to give up billions of dollars of assets will depend on showing that insider trading so infected SAC that much of its money should be forfeited as the tainted proceeds of money laundering.”

In response to the government’s aggressive action, SAC said it has “a strong culture of compliance” intended to “deter insider trading.” But that sets up a question, James B. Stewart writes in the Common Sense column in The New York Times: What were the compliance officers doing?

With SAC under siege, the giant hedge fund may have to unwind its portfolio, Gretchen Morgenson writes in the Fair Game column in The New York Times. “If it does, will the liquidation of its securities roil the stock market?”

Despite the firm’s legal troubles, Mr. Cohen hosted a party Saturday night at his 10-bedroom home in East Hampton, according to Reuters. “The lavish affair, which one source said included delivery of $2,000 worth of tuna from a local fish store to Cohen’s home, was planned before the charges were filed. A person familiar with the event said the party, attended by a few dozen people, was intended by the 57-year-old manager to show support for ovarian cancer research, though it was not a fund-raiser.”

A BUFFETT ON PHILANTHROPY’S PITFALLS  |  Peter Buffett, a composer who is a son of the investor and philanthropist Warren E. Buffett, writes in an essay in The New York Times that philanthropy has become the “it” vehicle to level the economic playing field. It amounts to “conscience laundering,” Mr. Buffett writes.

“This just keeps the existing structure of inequality in place,” Mr. Buffett writes. “The rich sleep better at night, while others get just enough to keep the pot from boiling over. Nearly every time someone feels better by doing good, on the other side of the world (or street), someone else is further locked into a system that will not allow the true flourishing of his or her nature or the opportunity to live a joyful and fulfilled life.”

Mergers & Acquisitions »

Perrigo to Buy Irish Drug Maker Elan for $6.7 Billion  |  The American drug company Perrigo agreed on Monday to acquire the Irish biotechnology company Elan in a cash-and-stock deal worth $6.7 billion. DealBook »

A New Corporate Parent for Saks Fifth Avenue  |  Hudson’s Bay, the Canadian department store chain that owns Lord & Taylor, is said to have reached a deal to buy Saks Fifth Avenue, The New York Post reports, citing unidentified people. NEW YORK POST

Siemens to Oust Chief Executive  |  The New York Times reports: “The supervisory board of Siemens, one of Germany’s largest companies, said that it would fire its chief executive at a meeting on Wednesday and replace him with an insider following a string of problems that led to a profit warning last week.” NEW YORK TIMES

PPG to Sell Controlling Stake in Transitions Optical  |  PPG Industries is selling its $1.73 billion stake in Transitions Optical to Essilor International, Reuters reports. REUTERS

Vivendi’s Reinvention Takes Shape  |  Investors may be disappointed that Vivendi did not realize the premium that usually comes with ceding control, Quentin Webb of Reuters Breakingviews writes. REUTERS BREAKINGVIEWS

Pearson Puts Mergermarket Up for Sale  |  Pearson bought the news and data service, which has 400 journalists focused on mergers and acquisitions in 67 locations, for about $192 million in 2006. DealBook »

Rio Tinto to Sell Stake in Copper Mine  |  China Molybdenum has agreed to pay $820 million for a controlling stake in Rio Tinto’s Northparkes mine, Bloomberg News reports. BLOOMBERG NEWS

INVESTMENT BANKING »

Barclays Said to Plan to Raise Capital  |  The British bank Barclays “is putting the finishing touches on a plan to boost its capital levels that will likely involve the bank issuing billions of pounds worth of new securities, according to people familiar with the matter,” The Wall Street Journal reports. WALL STREET JOURNAL

Banks Approach an Erstwhile Market Distinction  |  Bloomberg News reports: “U.S. financial companies, fueled by the fastest earnings growth in the Standard & Poor’s 500 index, are poised to reclaim their position as the market’s biggest industry for the first time since the credit crisis.” BLOOMBERG NEWS

Market Volatility Fuels Anxiety Among Japanese  |  “The question market watchers are asking remains,” The New York Times writes. “Can Japan’s retail investors get over a deeply entrenched suspicion of the stock market made worse by recent volatility?” NEW YORK TIMES

The Antidote to Emptiness  |  The behavior of men like Anthony D. Weiner and Steven A. Cohen suggests they were desperately seeking validation, Tony Schwartz writes in the Life@Work column. But there are better ways to fill that inner emptiness. DealBook »

PRIVATE EQUITY »

Private Equity Invests More in European Property  |  Large private equity firms including the Blackstone Group, TPG Capital and K.K.R. “have stepped up their investment in European property to the highest levels since 2007,” The Financial Times writes. FINANCIAL TIMES

Buyout Firms Said to Compete for CPG International  |  TPG Capital and Warburg Pincus are among the bidders for the building products maker CPG International, which could sell for as much as $1.5 billion, Reuters reports, citing four unidentified people familiar with the matter. REUTERS

How a Private Equity Financier Turned to Charity  |  Peter Lampl, a former private equity deal maker who founded the Sutton Trust charity, tells The Financial Times: “I had no intention of doing this, you know. I was working on my golf game. I thought maybe I should do something on the side.” FINANCIAL TIMES

HEDGE FUNDS »

Herbalife’s Rise Puts Pressure on Ackman  |  As William A. Ackman maintains a bet against Herbalife, the company’s shares “have surged in the past two weeks, pushing Ackman into the red for the first time since he began building the short in June 2012,” The New York Post reports. NEW YORK POST

When Hedge Funds Close the Gate on Investors  |  “Discretionary liquidity provisions, known as side-pockets or gates, remain commonplace” among hedge funds, The Financial Times reports. FINANCIAL TIMES

Among Hedge Funds, a Failure to Perform  |  “Since the turn of the decade, Wall Street’s master stock pickers have spectacularly failed to beat the market,” Dan McCrum writes in The Financial Times. FINANCIAL TIMES

I.P.O./OFFERINGS »

With I.P.O. Complete, Suntory Plans Acquisitions  |  Nobuhiro Torii, the chief executive of Suntory Beverage and Food of Japan, tells The Wall Street Journal: “I’ve heard Africa, Latin America and the Middle East are extremely attractive. The team has gone to Brazil and is planning to go to Africa for research in the future. They check the list of good and bad targets compiled by investment bankers and set up their own list by scrapping ones that have no chance.” WALL STREET JOURNAL

VENTURE CAPITAL »

Aiming to Bring Financial Planning to the Masses  |  A start-up in New York called LearnVest is aiming to make financial advice “as widely available â€" and affordable â€" as any other mass-produced consumer product or service,” Tara Siegel Bernard writes in the Your Money column in The New York Times. NEW YORK TIMES

LEGAL/REGULATORY »

SAC Capital Is Arraigned on a Raft of Criminal ChargesSAC Capital Is Arraigned on a Raft of Criminal Charges  |  In a brief proceeding in Federal District Court in Lower Manhattan, the hedge fund was arraigned on insider trading charges, making it the first large American company to face an indictment in more than a decade. DealBook »

After Filling in a Blank, Trader Finishes TestimonyAfter Filling in a Blank, Trader Finishes Testimony  |  Fabrice P. Tourre, a former Goldman trader, jarred his memory to explain a comment he made in an e-mail as he wrapped up testimony in his fraud trial. DealBook »

Debate Over Next Fed Leader Comes Out of the Shadows  |  A debate between supporters of Janet Yellen, the Fed’s vice chairwoman, and Lawrence H. Summers, formerly the president’s chief economic policy adviser, has exploded into public view, The New York Times writes. NEW YORK TIMES

How to Revive Detroit  |  In Detroit, “what is needed is a comprehensive and adequately funded plan to stabilize the city’s finances, repair its public infrastructure â€" almost half the streetlights don’t work â€" and raze its semi-abandoned neighborhoods, consolidating its population into a smaller, more manageable area,” John Cassidy writes in The New Yorker. NEW YORKER



Morning Agenda: Advertising in the Business of Big Data

IN MERGER, AD GIANTS CHASE GOOGLE  |  The announcement on Sunday that Omnicom and Publicis would merge to create the largest advertising company in the world signals that advertising is now in the business of Big Data: collecting and selling the personal information of millions of consumers, Tanzina Vega writes in The New York Times.

“That business is a competitive one, with technology companies like Google and Facebook using their huge repositories of user data to place ads,” Ms. Vega writes. “Between them, Omnicom and Publicis accounted for $22.7 billion in revenue last year, more than the next highest ad firm, WPP. But no ad company comes close to the $50 billion in revenue that Google made last year, largely on the strength of its advertising business.” The combined Publicis Omnicom Group would have a stock market value of $35.1 billion and more than 130,000 employees.

VOTING RULE CHANGE VIEWED AS CRUCIAL TO DELL BID  |  A seemingly small concession in the original negotiations over the proposed Dell buyout has now come into focus, DealBook’s Michael J. de la Merced writes. Last week, Michael S. Dell and his partner, the investment firm Silver Lake, sought to change the rules for a shareholder vote on their bid for the company, demanding in exchange for a small increase in price that shares not voted no longer count as “no” votes. The partners have changed their mind on this demand, after originally dropping it.

Recent tallies show a close vote. Of the roughly 1.1 billion shares that have been cast so far, about 579 million have been cast in favor of the buyout, while 563 million have been voted against the deal, people briefed on the matter said. That is not enough to win at the moment, given the voting rules. The special committee of Dell’s board and its advisers have been considering whether to accede to the demand. A decision is expected as soon as Monday, and a vote on the deal is scheduled for Friday after having been postponed twice.

“If the deal does not go through, I plan to stay and continue to do my best to make the company successful,” Mr. Dell tells The Wall Street Journal by e-mail. “I will not support the kind of recapitalization and sale of assets some shareholders are suggesting.”

ON THE AGENDA  | 
Herbalife, a company over which big investors have been battling this year, reports earnings after the market closes. Data on pending home sales in June is out at 10 a.m.

WHAT’S NEXT FOR COHEN AND SAC  |  A civil asset forfeiture case filed the same day as the criminal indictment of SAC Capital Advisors gives the government a means to try to take a sizable chunk of the fortune of Steven A. Cohen, the hedge fund’s owner, Peter J. Henning writes in the White Collar Watch column. “Whether prosecutors can succeed in forcing Mr. Cohen to give up billions of dollars of assets will depend on showing that insider trading so infected SAC that much of its money should be forfeited as the tainted proceeds of money laundering.”

In response to the government’s aggressive action, SAC said it has “a strong culture of compliance” intended to “deter insider trading.” But that sets up a question, James B. Stewart writes in the Common Sense column in The New York Times: What were the compliance officers doing?

With SAC under siege, the giant hedge fund may have to unwind its portfolio, Gretchen Morgenson writes in the Fair Game column in The New York Times. “If it does, will the liquidation of its securities roil the stock market?”

Despite the firm’s legal troubles, Mr. Cohen hosted a party Saturday night at his 10-bedroom home in East Hampton, according to Reuters. “The lavish affair, which one source said included delivery of $2,000 worth of tuna from a local fish store to Cohen’s home, was planned before the charges were filed. A person familiar with the event said the party, attended by a few dozen people, was intended by the 57-year-old manager to show support for ovarian cancer research, though it was not a fund-raiser.”

A BUFFETT ON PHILANTHROPY’S PITFALLS  |  Peter Buffett, a composer who is a son of the investor and philanthropist Warren E. Buffett, writes in an essay in The New York Times that philanthropy has become the “it” vehicle to level the economic playing field. It amounts to “conscience laundering,” Mr. Buffett writes.

“This just keeps the existing structure of inequality in place,” Mr. Buffett writes. “The rich sleep better at night, while others get just enough to keep the pot from boiling over. Nearly every time someone feels better by doing good, on the other side of the world (or street), someone else is further locked into a system that will not allow the true flourishing of his or her nature or the opportunity to live a joyful and fulfilled life.”

Mergers & Acquisitions »

Perrigo to Buy Irish Drug Maker Elan for $6.7 Billion  |  The American drug company Perrigo agreed on Monday to acquire the Irish biotechnology company Elan in a cash-and-stock deal worth $6.7 billion. DealBook »

A New Corporate Parent for Saks Fifth Avenue  |  Hudson’s Bay, the Canadian department store chain that owns Lord & Taylor, is said to have reached a deal to buy Saks Fifth Avenue, The New York Post reports, citing unidentified people. NEW YORK POST

Siemens to Oust Chief Executive  |  The New York Times reports: “The supervisory board of Siemens, one of Germany’s largest companies, said that it would fire its chief executive at a meeting on Wednesday and replace him with an insider following a string of problems that led to a profit warning last week.” NEW YORK TIMES

PPG to Sell Controlling Stake in Transitions Optical  |  PPG Industries is selling its $1.73 billion stake in Transitions Optical to Essilor International, Reuters reports. REUTERS

Vivendi’s Reinvention Takes Shape  |  Investors may be disappointed that Vivendi did not realize the premium that usually comes with ceding control, Quentin Webb of Reuters Breakingviews writes. REUTERS BREAKINGVIEWS

Pearson Puts Mergermarket Up for Sale  |  Pearson bought the news and data service, which has 400 journalists focused on mergers and acquisitions in 67 locations, for about $192 million in 2006. DealBook »

Rio Tinto to Sell Stake in Copper Mine  |  China Molybdenum has agreed to pay $820 million for a controlling stake in Rio Tinto’s Northparkes mine, Bloomberg News reports. BLOOMBERG NEWS

INVESTMENT BANKING »

Barclays Said to Plan to Raise Capital  |  The British bank Barclays “is putting the finishing touches on a plan to boost its capital levels that will likely involve the bank issuing billions of pounds worth of new securities, according to people familiar with the matter,” The Wall Street Journal reports. WALL STREET JOURNAL

Banks Approach an Erstwhile Market Distinction  |  Bloomberg News reports: “U.S. financial companies, fueled by the fastest earnings growth in the Standard & Poor’s 500 index, are poised to reclaim their position as the market’s biggest industry for the first time since the credit crisis.” BLOOMBERG NEWS

Market Volatility Fuels Anxiety Among Japanese  |  “The question market watchers are asking remains,” The New York Times writes. “Can Japan’s retail investors get over a deeply entrenched suspicion of the stock market made worse by recent volatility?” NEW YORK TIMES

The Antidote to Emptiness  |  The behavior of men like Anthony D. Weiner and Steven A. Cohen suggests they were desperately seeking validation, Tony Schwartz writes in the Life@Work column. But there are better ways to fill that inner emptiness. DealBook »

PRIVATE EQUITY »

Private Equity Invests More in European Property  |  Large private equity firms including the Blackstone Group, TPG Capital and K.K.R. “have stepped up their investment in European property to the highest levels since 2007,” The Financial Times writes. FINANCIAL TIMES

Buyout Firms Said to Compete for CPG International  |  TPG Capital and Warburg Pincus are among the bidders for the building products maker CPG International, which could sell for as much as $1.5 billion, Reuters reports, citing four unidentified people familiar with the matter. REUTERS

How a Private Equity Financier Turned to Charity  |  Peter Lampl, a former private equity deal maker who founded the Sutton Trust charity, tells The Financial Times: “I had no intention of doing this, you know. I was working on my golf game. I thought maybe I should do something on the side.” FINANCIAL TIMES

HEDGE FUNDS »

Herbalife’s Rise Puts Pressure on Ackman  |  As William A. Ackman maintains a bet against Herbalife, the company’s shares “have surged in the past two weeks, pushing Ackman into the red for the first time since he began building the short in June 2012,” The New York Post reports. NEW YORK POST

When Hedge Funds Close the Gate on Investors  |  “Discretionary liquidity provisions, known as side-pockets or gates, remain commonplace” among hedge funds, The Financial Times reports. FINANCIAL TIMES

Among Hedge Funds, a Failure to Perform  |  “Since the turn of the decade, Wall Street’s master stock pickers have spectacularly failed to beat the market,” Dan McCrum writes in The Financial Times. FINANCIAL TIMES

I.P.O./OFFERINGS »

With I.P.O. Complete, Suntory Plans Acquisitions  |  Nobuhiro Torii, the chief executive of Suntory Beverage and Food of Japan, tells The Wall Street Journal: “I’ve heard Africa, Latin America and the Middle East are extremely attractive. The team has gone to Brazil and is planning to go to Africa for research in the future. They check the list of good and bad targets compiled by investment bankers and set up their own list by scrapping ones that have no chance.” WALL STREET JOURNAL

VENTURE CAPITAL »

Aiming to Bring Financial Planning to the Masses  |  A start-up in New York called LearnVest is aiming to make financial advice “as widely available â€" and affordable â€" as any other mass-produced consumer product or service,” Tara Siegel Bernard writes in the Your Money column in The New York Times. NEW YORK TIMES

LEGAL/REGULATORY »

SAC Capital Is Arraigned on a Raft of Criminal ChargesSAC Capital Is Arraigned on a Raft of Criminal Charges  |  In a brief proceeding in Federal District Court in Lower Manhattan, the hedge fund was arraigned on insider trading charges, making it the first large American company to face an indictment in more than a decade. DealBook »

After Filling in a Blank, Trader Finishes TestimonyAfter Filling in a Blank, Trader Finishes Testimony  |  Fabrice P. Tourre, a former Goldman trader, jarred his memory to explain a comment he made in an e-mail as he wrapped up testimony in his fraud trial. DealBook »

Debate Over Next Fed Leader Comes Out of the Shadows  |  A debate between supporters of Janet Yellen, the Fed’s vice chairwoman, and Lawrence H. Summers, formerly the president’s chief economic policy adviser, has exploded into public view, The New York Times writes. NEW YORK TIMES

How to Revive Detroit  |  In Detroit, “what is needed is a comprehensive and adequately funded plan to stabilize the city’s finances, repair its public infrastructure â€" almost half the streetlights don’t work â€" and raze its semi-abandoned neighborhoods, consolidating its population into a smaller, more manageable area,” John Cassidy writes in The New Yorker. NEW YORKER