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Prominent Doctor Said to Be Tied to Insider Trading Case at SAC

A prominent New Jersey doctor specializing in Alzheimer’s disease has become ensnared in the government’s criminal case against a former portfolio manager at SAC Capital Advisors, the hedge fund owned by the billionaire investor Steven A. Cohen.

The doctor, Joel Ross, is one of two physicians who prosecutors say leaked secret information about clinical drug trials to Mathew Martoma, the onetime SAC portfolio manager, according to a person with direct knowledge of the case. The charges against Mr. Martoma are at the center of the government’s insider-trading prosecution of SAC.

Last month, federal prosecutors filed an updated indictment against Mr. Martoma, adding a claim that he had received confidential data from an unnamed second doctor about a drug being developed by the pharmaceutical companies Elan and Wyeth.

The first doctor, Sidney Gilman, a neurologist at the University of Michigan, had already been named by the government when it first brought the charges in November. Prosecutors have agreed to not prosecute him in exchange for his testimony against Mr. Martoma.

Prosecutors say the tips that Mr. Martoma received about the clinical tests allowed SAC to earn profits and avoid losses totaling $276 million.

Dr. Ross, whose name was earlier reported by The Wall Street Journal, did not immediately return a call seeking comment. He has not been charged with any wrongdoing. The government’s court filing calls him a “co-conspirator.”

A lawyer for Mr. Martoma and an SAC spokesman declined to comment. Mr. Cohen has not been charged with any criminal wrongdoing, and has told his employees and investors that he has at all times acted appropriately.

In July, Preet Bharara, the United States attorney in Manhattan, brought criminal charges against the hedge fund, calling SAC “a magnet for market cheaters.” That followed a civil action brought by the Securities and Exchange Commission against Mr. Cohen, accusing him of failing to reasonably supervise his employees, including Mr. Martoma.

Ten former SAC employees have either been charged with or implicated in illegal trading while at the fund; of those, five have admitted guilt. Federal investigators have unsuccessfully tried to persuade Mr. Martoma to plead guilty and cooperate in helping them build a criminal case against Mr. Cohen.

Virtually all of SAC’s outside investors have cut ties with the fund in the last year. They accounted for about $6 billion of the $15 billion that the SAC had under management at the beginning of the year. The balance of about $9 billion belongs mostly to Mr. Cohen; a sliver of the rest belongs to SAC employees.

Mr. Martoma’s case highlights how SAC employees aggressively deployed so-called expert networks to gain an investment edge. These networks connect money managers with industry specialists.

The government said that Mr. Martoma e-mailed an expert networking firm â€" Gerson Lehrman Group, according to people briefed on the case â€" a list of 20 doctors serving as researchers in the clinical trials for the Alzheimer’s drug and requested meetings with them. A Gerson Lehrman employee replied to Mr. Martoma with bad news â€" nine doctors had responded, and all declined to speak with him, citing a “conflict of interest.”

But prosecutors say Mr. Martoma was able to corrupt Dr. Gilman, and receive important information about the Elan and Wyeth drug trials.

Mr. Martoma also connected with a second doctor, Dr. Ross, through an unnamed firm with an expert-network business.

The government has tied Mr. Cohen to Mr. Martoma’s trading. In its civil action, the S.E.C. said that Mr. Cohen knew of a second doctor besides Dr. Gilman who might have had secret information about the clinical trials. And Mr. Cohen encouraged Mr. Martoma to talk further with the doctor, the government said.

Dr. Ross runs the Memory Enhancement Center in Eatontown, N.J. According to his biography on the center’s Web site, Dr. Ross has served as an investigator for nearly every medication tested to treat the symptoms of Alzheimer’s disease since 1994.

A 2012 profile in The Star-Ledger of Newark said that Dr. Ross sought out patients beginning to suffer memory loss and encouraged them to take part in trials for experimental Alzheimer’s drugs. “Without being in a study, you have zero hope of slowing the disease down,” he said.



Prominent Doctor Said to Be Tied to Insider Trading Case at SAC

A prominent New Jersey doctor specializing in Alzheimer’s disease has become ensnared in the government’s criminal case against a former portfolio manager at SAC Capital Advisors, the hedge fund owned by the billionaire investor Steven A. Cohen.

The doctor, Joel Ross, is one of two physicians who prosecutors say leaked secret information about clinical drug trials to Mathew Martoma, the onetime SAC portfolio manager, according to a person with direct knowledge of the case. The charges against Mr. Martoma are at the center of the government’s insider-trading prosecution of SAC.

Last month, federal prosecutors filed an updated indictment against Mr. Martoma, adding a claim that he had received confidential data from an unnamed second doctor about a drug being developed by the pharmaceutical companies Elan and Wyeth.

The first doctor, Sidney Gilman, a neurologist at the University of Michigan, had already been named by the government when it first brought the charges in November. Prosecutors have agreed to not prosecute him in exchange for his testimony against Mr. Martoma.

Prosecutors say the tips that Mr. Martoma received about the clinical tests allowed SAC to earn profits and avoid losses totaling $276 million.

Dr. Ross, whose name was earlier reported by The Wall Street Journal, did not immediately return a call seeking comment. He has not been charged with any wrongdoing. The government’s court filing calls him a “co-conspirator.”

A lawyer for Mr. Martoma and an SAC spokesman declined to comment. Mr. Cohen has not been charged with any criminal wrongdoing, and has told his employees and investors that he has at all times acted appropriately.

In July, Preet Bharara, the United States attorney in Manhattan, brought criminal charges against the hedge fund, calling SAC “a magnet for market cheaters.” That followed a civil action brought by the Securities and Exchange Commission against Mr. Cohen, accusing him of failing to reasonably supervise his employees, including Mr. Martoma.

Ten former SAC employees have either been charged with or implicated in illegal trading while at the fund; of those, five have admitted guilt. Federal investigators have unsuccessfully tried to persuade Mr. Martoma to plead guilty and cooperate in helping them build a criminal case against Mr. Cohen.

Virtually all of SAC’s outside investors have cut ties with the fund in the last year. They accounted for about $6 billion of the $15 billion that the SAC had under management at the beginning of the year. The balance of about $9 billion belongs mostly to Mr. Cohen; a sliver of the rest belongs to SAC employees.

Mr. Martoma’s case highlights how SAC employees aggressively deployed so-called expert networks to gain an investment edge. These networks connect money managers with industry specialists.

The government said that Mr. Martoma e-mailed an expert networking firm â€" Gerson Lehrman Group, according to people briefed on the case â€" a list of 20 doctors serving as researchers in the clinical trials for the Alzheimer’s drug and requested meetings with them. A Gerson Lehrman employee replied to Mr. Martoma with bad news â€" nine doctors had responded, and all declined to speak with him, citing a “conflict of interest.”

But prosecutors say Mr. Martoma was able to corrupt Dr. Gilman, and receive important information about the Elan and Wyeth drug trials.

Mr. Martoma also connected with a second doctor, Dr. Ross, through an unnamed firm with an expert-network business.

The government has tied Mr. Cohen to Mr. Martoma’s trading. In its civil action, the S.E.C. said that Mr. Cohen knew of a second doctor besides Dr. Gilman who might have had secret information about the clinical trials. And Mr. Cohen encouraged Mr. Martoma to talk further with the doctor, the government said.

Dr. Ross runs the Memory Enhancement Center in Eatontown, N.J. According to his biography on the center’s Web site, Dr. Ross has served as an investigator for nearly every medication tested to treat the symptoms of Alzheimer’s disease since 1994.

A 2012 profile in The Star-Ledger of Newark said that Dr. Ross sought out patients beginning to suffer memory loss and encouraged them to take part in trials for experimental Alzheimer’s drugs. “Without being in a study, you have zero hope of slowing the disease down,” he said.



An Early Biotech Promoter, Fallen on Hard Times

A Biotech King, Dethroned

Robert Caplin for The New York Times

“There’s no question that if I had been in a coma for the last 20 years, I would wake up a billionaire today.” DAVID BLECH

He was once hailed as the king of biotechnology. In the industry’s frontier days, David Blech was the top  gunslinger, quick to draw his checkbook to start new companies or prop up faltering ones.

Mr. Blech, who pleaded guilty to stock manipulation, at his Manhattan apartment in July.

Mr. Blech was the initial financial force behind the industry giant Celgene, the rare disease specialist Alexion Pharmaceuticals, and the cancer drug developer Ariad Pharmaceuticals, not to mention Icos, which developed the impotence pill Cialis.

In the early 1990s, Mr. Blech was worth about $300 million and made the Forbes list of 400 wealthiest Americans.

Now, however, he is about to begin a four-year prison term, about $11 million in debt and mainly an afterthought to the industry he helped foster.

He squandered his fortune with reckless borrowing and stock trading in a quest for even greater riches. His Wall Street firm, D. Blech & Company, collapsed â€" dragging biotech share prices down with it â€" in 1994, on a day some called “Blech Thursday.” Comeback attempts have only gotten him deeper into trouble.

“There’s no question that if I had been in a coma for the last 20 years, I would wake up a billionaire today,” Mr. Blech, 57, said.

Besides what his downfall means for his personal life, it reflects the maturation of the biotechnology industry from its get-rich-quick days, when someone like Mr. Blech, a music major with no scientific training, could make a difference with a few million dollars. Now billions are invested by funds managed by teams of doctors and scientists with Ph.D.’s.

Mr. Blech (pronounced bleck) is to report on Sept. 18 to federal prison in Fort Dix, N.J., having pleaded guilty to manipulating the stock of two biotech companies as part of his latest comeback attempt. He also pleaded guilty to securities fraud in 1998, but avoided prison.

In an interview at his Manhattan apartment, Mr. Blech said he hoped to be remembered for helping to create an industry that has saved lives.

He said his reckless behavior stemmed in part from bipolar disorder, which left him at times feeling invincible and unable to restrain himself.

“I didn’t know how to say no to a deal,” he said.

Critics over the years have said Mr. Blech was merely an aggressive stock promoter who got lucky. They note that Celgene and Alexion did not become successful until long after Mr. Blech was associated with them.

But Mr. Blech still has supporters. Nick Arvanitidis recalled that in 1990, his company, Liposome Technology, was desperate for cash. Other investors spurned him, he said. But “David just wrote me a check for $3 million the same day I went to see him.” That allowed Liposome to survive and develop Doxil, an important cancer drug.

Jeffrey J. Collinson, a venture capitalist, said Mr. Blech saved several companies. “It’s painful to hear what happened and how he got into this position,” Mr. Collinson said. “It’s a sad story.”

It is also an unlikely story. In 1980, Mr. Blech was working as a stockbroker while trying to become a songwriter. That fall, biotechnology pioneer Genentech went public and its share price doubled the first day.

“I can do that,” Mr. Blech, then only 24, told his father, a rabbi who was also a stockbroker. Mr. Blech then called his brother, Isaac, who was working in advertising, and said, “Quit your job, we’re starting a genetics company.”

Sitting around the kitchen table, the three came up with a name â€" Genetic Systems. Then they had to figure out what the company would actually do.

An article in a science magazine led them to Robert Nowinski at the Fred Hutchinson Cancer Research Center in Seattle, who was doing research on a new technology involving something called monoclonal antibodies.

The Blechs promised Dr. Nowinski $200,000 and then raised $1 million from others. Half a year later, Genetic Systems went public and the Blechs’ stake was worth $10 million. In 1986, Bristol-Myers Squibb acquired Genetic Systems for nearly $300 million, and the Blechs were richer still.

David and Isaac Blech went on to form several other companies, some of which ultimately failed. They attracted top scientists, directors and advisers by offering them stock and a chance to get rich. The companies were often taken public quickly, so the Blechs and other early shareholders could realize a return.

Things began going wrong around 1990, when Mr. Blech wanted to expand while his more cautious brother wanted to take a hiatus. The brothers had a rancorous split and have essentially not talked since.

Mr. Blech started D. Blech & Company, which underwrote stock offerings. When biotechnology stocks he was involved with weakened, he tried to prop them up by buying more shares, using $65 million in borrowed money. When creditors started calling in the loans, a desperate Mr. Blech started engaging in sham trades to make it look as if he was getting his house in order.



Timken Agrees to Split in Two After Pressure From Activist Investors

Activist investors scored another victory on Thursday when the board of the Timken Company agreed to spin off its steel business from its industrial bearings operations amid pressure from two big shareholders.

Timken’s decision came after a nonbinding vote by investors earlier this summer supporting such a move. The proposal was led by the California State Teachers’ Retirement System and Relational Investors, the hedge fund led by Ralph V. Whitworth. The 114-year-old company said at its annual meeting that it would consider the matter.

While Timken had argued that the company was better off staying together, the two dissident investors had argued that a division would create more value for their fellow shareholders.

Activists have taken on a number of big targets this year and claimed victory, including at Apple Inc., Microsoft and the Hess Corporation.

Under the terms of its proposed split, which is expected to be completed within 12 months, Timken will spin off its engineered steel arm to create a new publicly traded company with about $1.7 billion in annual sales. The remaining business will retain the Timken name and have estimated annual revenue of about $3.4 billion.

James W. Griffith, Timken’s chief executive, will retire once the spinoff is finished. He will be succeeded at Timken by Richard G. Kyle, who is group president. John M. Timken Jr. will become nonexecutive chairman.

Ward J. Timken Jr., the current chairman, will take over as the chief executive of the steel company.

Both Calstrs and Relational said that they supported the split.

“We fully support and commend Timken’s decision announced today because it means they’ve listened to their shareholders,” Anne Sheehan, Calstrs’s director of corporate governance, said in a statement. “In particular, we are grateful to the special strategy committee for its diligent work and to the entire Timken board for responding to the will and long-term interests that Timken’s shareholders expressed at the annual meeting. We firmly believe this action will create long-term benefit for the shareholders.”



Timken Agrees to Split in Two After Pressure From Activist Investors

Activist investors scored another victory on Thursday when the board of the Timken Company agreed to spin off its steel business from its industrial bearings operations amid pressure from two big shareholders.

Timken’s decision came after a nonbinding vote by investors earlier this summer supporting such a move. The proposal was led by the California State Teachers’ Retirement System and Relational Investors, the hedge fund led by Ralph V. Whitworth. The 114-year-old company said at its annual meeting that it would consider the matter.

While Timken had argued that the company was better off staying together, the two dissident investors had argued that a division would create more value for their fellow shareholders.

Activists have taken on a number of big targets this year and claimed victory, including at Apple Inc., Microsoft and the Hess Corporation.

Under the terms of its proposed split, which is expected to be completed within 12 months, Timken will spin off its engineered steel arm to create a new publicly traded company with about $1.7 billion in annual sales. The remaining business will retain the Timken name and have estimated annual revenue of about $3.4 billion.

James W. Griffith, Timken’s chief executive, will retire once the spinoff is finished. He will be succeeded at Timken by Richard G. Kyle, who is group president. John M. Timken Jr. will become nonexecutive chairman.

Ward J. Timken Jr., the current chairman, will take over as the chief executive of the steel company.

Both Calstrs and Relational said that they supported the split.

“We fully support and commend Timken’s decision announced today because it means they’ve listened to their shareholders,” Anne Sheehan, Calstrs’s director of corporate governance, said in a statement. “In particular, we are grateful to the special strategy committee for its diligent work and to the entire Timken board for responding to the will and long-term interests that Timken’s shareholders expressed at the annual meeting. We firmly believe this action will create long-term benefit for the shareholders.”



K.K.R. to Buy Mitchell, a Property and Car Claims Software Maker

SOURCE: Mitchell International

Mitchell International

SAN DIEGO, CA--(Marketwired - Sep 5, 2013) -  Mitchell International, a leading provider of technology, connectivity and information solutions to the Property & Casualty (P&C) Claims and Collision Repair industries, announced that it has executed a definitive agreement with KKR whereby Aurora Capital Group will exit its equity position and transition ownership to KKR. Financial terms of the transaction were not disclosed.

Founded in 1946 and headquartered in San Diego, California, Mitchell offers a comprehensive range of products and services that assist insurance carriers, collision repair facilities and other claims payers in efficiently managing automotive and workers' compensation insurance claims. With approximately 2,000 associates, Mitchell provides products that help businesses and individuals restore their lives and property, and it processes more than 50 million transactions annually for over 300 insurance companies and over 30,000 collision repair facilities worldwide. Mitchell solutions also assist clients to accurately and efficiently manage claims outcomes and are a critical driver of healthcare cost containment for its customers.

"We have built Mitchell into a great company by investing in our products, people and infrastructure. KKR shares our vision of being a growth-oriented, customer-driven company built on strong values," said Alex Sun, President and CEO of Mitchell. "This is an exciting time for Mitchell, and I am extremely appreciative of Aurora's support over the years. We are excited to work with KKR on Mitchell's next phase of growth and development as we maintain focus on empowering our clients to deliver the best possible outcomes. We believe KKR's capabilities in technology and healthcare, both domestically and internationally, will enable us to find new ways to provide valuable and innovative solutions to our clients."

Mitchell recently expanded its international footprint through an investment in GT Motive, a company dedicated to the development of claims management solutions for the automotive sector in Spain and throughout Europe. Earlier this week, Mitchell also announced a strategic alliance with Guidewire, the leading core claims system provider to the P&C industry.

Herald Chen, co-Head of KKR's technology investing group, said, "We believe that Mitchell represents an attractive investment in a market leader in an important market segment. For more than 67 years, Mitchell has provided products that help businesses and individuals restore their lives and property. We are excited to partner with Mitchell's executive leadership team and support the company's future growth plans as Mitchell continues to invest in its customers, its people and its market-leading technology."

Josh Klinefelter, Partner of Aurora Capital Group, said, "We are proud of our collaboration with Mitchell and the positive outcome this transaction represents for all parties. Through its unwavering focus on empowering the best outcomes for its clients, Mitchell, led by President and CEO Alex Sun, grew organically and also expanded through strategic acquisitions. Our partnership with Mitchell exemplifies Aurora's strategy of helping outstanding companies strengthen their market leadership positions and accelerate their growth trajectories."

The transaction is subject to customary conditions to closing, including regulatory approval, and is expected to close in the fourth quarter. There will be no disruption of service or support from Mitchell as a result of the transaction.

KKR was advised by BofA Merrill Lynch and Three Ocean Partners on the transaction. Goldman, Sachs & Co. served as lead financial advisor to Mitchell. William Blair & Company and Guggenheim Securities also advised the company.

About KKR

Founded in 1976 and led by Henry Kravis and George Roberts, KKR is a leading global investment firm with $83.5 billion in assets under management as of June 30, 2013. KKR has deep industry expertise investing in the technology sector. The firm has invested over $9 billion in technology investments. Its investments span a broad range of segments, including software, hardware, internet, digital media, information services and outsourced support services to corporate and public sector customers. With offices around the world, KKR manages assets through a variety of investment funds and accounts covering multiple asset classes. KKR seeks to create value by bringing operational expertise to its portfolio companies and through active oversight and monitoring of its investments. KKR complements its investment expertise and strengthens interactions with fund investors through its client relationships and capital markets platform. KKR & Co L.P. is publicly traded on the New York Stock Exchange (NYSE: KKR), and "KKR," as used in this release, includes its subsidiaries, their managed investment funds and accounts, and/or their affiliated investment vehicles, as appropriate. 

About Mitchell

Mitchell is uniquely positioned to simplify, enhance and accelerate claims handling processes across the P&C industry through deep workflow solutions that include unparalleled access to data, advanced analytics and decision support tools. Mitchell's expert workflow and adjusting solutions advance the claims management process by enabling automotive physical damage, bodily injury and workers' compensation clients to process claims more accurately, consistently, and cost-effectively. 

Mitchell's solutions provide an expert level of decision support and connectivity within the claims organization and with industry partners to achieve optimal outcomes. Mitchell's comprehensive solution portfolio and robust SaaS infrastructure enables tens of millions of electronic transactions to be processed each month for over 300 insurance companies, including the majority of the top 25 insurance carriers, and over 30,000 collision repair facilities. With an expanding global footprint, Mitchell products are currently utilized in the Americas, Europe and Asia. Mitchell is headquartered in San Diego, California, and has 2,000 employees. For more information, please visit www.mitchell.com.

About Aurora Capital Group

Aurora Capital Group is a Los Angeles-based private investment firm managing over $2.0 billion of capital across several private equity funds. Aurora's traditional private equity vehicle, Aurora Equity Partners, focuses principally on control investments in middle-market businesses with leading market positions, strong cash flow profiles and actionable opportunities for growth in partnership with operating management. Aurora Resurgence invests in debt and equity securities of middle-market companies and targets complex situations including corporate carve outs. Aurora's investors include leading public and corporate pension funds, endowments and foundations active in private equity investing. For more information about Aurora Capital Group, please visit www.auroracap.com.



A New Divestment Focus: Fossil Fuels

In the 1980s, it was South Africa. In the 1990s, it was tobacco.

Now fossil fuels have become the focus of those who would change the world through the power of investing.

A student movement has gathered momentum at more than 300 campuses over the last year. Members have encouraged college and university endowments to divest themselves of their holdings of companies in the fossil fuel business to avoid profiting from the release of carbon associated with the risk of global warming.

While the efforts have gained some traction, they have also met strong opposition from critics who favor the traditional proxy-voting process of engagement, in which institutional investors try to prod corporations to change their practices, with divestiture a last resort.

The push also comes as some big institutional investors are paying more attention to broader programs devoted to environmental, social and corporate governance issues.

For example, the California Public Employees’ Retirement System has a sprawling program that includes 111 initiatives. They include proxy voting, investing in funds devoted to green energy or to urban and rural areas “underserved” by investment capital, and an annual list of underperforming companies. Calpers is working to integrate such issues throughout its $264 billion fund, including research to determine how such factors affect risk and return.

In July, Harvard’s endowment, the nation’s largest at $31 billion, hired the leader of that research initiative, Jameela Pedicini, as vice president for sustainable investing, becoming only the second top college after Stanford to have full-time endowment employees devoted to such issues.

Ms. Pedicini’s appointment was seen in part as a response to two student groups that have been calling for more action. The Responsible Investment at Harvard coalition has been pushing for “more transparent and comprehensive” environmental, social and governance efforts throughout the endowment. The other, Divest Harvard, said in April, “By sponsoring climate change through our investments, our university is threatening our generation’s future.”

The campus divestiture campaigns have been spurred by a group led by the environmental activist William McKibben, who has also battled the Keystone XL oil pipeline. The McKibben group has urged the sale of the 200 companies with biggest carbon reserves globally, including Exxon Mobil and Chevron.

The push to rid portfolios of fossil fuel stocks echoes earlier movements by endowments and pension funds in the 1980s to sell stocks of companies doing business with South Africa because of its apartheid policies and in the 1990s to sell tobacco stocks because of the health hazards posed by smoking. Harvard, Stanford and Calpers all sold their tobacco stocks around that time.

A few small colleges have chosen to divest themselves of their fossil fuel stocks. Unity College in Maine, which specializes in environmental science and has a small $14.5 million endowment, this spring completed a move to a lineup of 33 exchange-traded sector funds that minimize exposure to fossil fuel stocks. “If we don’t deal with climate change now, we consign our grandkids to an unlivable planet,” said Unity’s president, Stephen Mulkey.

But officials at Harvard and many other endowments are resisting the calls for full divestiture in favor of other means of persuasion.

When three student members of Divest Harvard met in February with Robert D. Reischauer and Nannerl O. Keohane, two members of Harvard’s governing board who serve on a shareholder responsibility panel, Mr. Reischauer cautioned that advanced economies were highly energy-dependent and that divestment would not change the basic supply-demand equation, according to the students.

Mr. Reischauer added that the companies were unlikely to respond because divestiture by Harvard would not affect the price of their stocks or their products, said another person briefed on his remarks. He acknowledged that Harvard could sell the few carbon stocks it owns directly without “a major impact” on its endowment performance; such stocks account for only $30 million of the fund’s $1 billion in direct United States stock holdings, the students estimate. But Mr. Reischauer warned that selling such stocks from the endowment’s large investments in hedge funds, mutual funds and other pooled vehicles could be costly, hurting returns.

At a meeting in April, Ms. Keohane argued that the primary purpose of the endowment was to maximize returns, that divestiture wasn’t effective and that a better way to hold fossil fuel companies accountable would be through Harvard’s proxy votes as a shareholder. Yet Harvard does not disclose the names of outside managers who run one-third of its money, so students do not know many of its holdings.

A Harvard spokesman, Kevin Galvin, added, “The university has traditionally maintained a strong presumption against divesting stock for reasons unrelated to investment purposes,” preferring that the college make its “distinctive contributions to society” through its “research and educational activities.”

Christianna Wood, a trustee of Vassar College who advocates pursuing social and governance goals through engagement and proxy voting, said that when she oversaw global stock investments at Calpers from 2002 to 2007, outside consultants estimated the costs of the fund’s South Africa and tobacco stock sales at $1 billion each. She said by divesting, colleges will “not only lose money, they will lose their voice” on such issues. She predicted that the movement would fail at most schools.

Administrators at Bowdoin and Swarthmore have cited such potential costs in responding to calls for divesting, and Middlebury and Vassar have decided not to divest. Middlebury cited the difficulty, costs and risks. Vassar’s president, Catharine Bond Hill, said students “have lots of proactive ways to engage policy makers” on climate change, and divesting themselves of certain stocks could hurt endowment returns without addressing the causes of climate change.

Ms. Wood said the proxy process had produced gains over the last decade in shareholder voting rights and the election of directors. For example, she said there was a big victory this year when shareholders successfully urged Continental Resources, an Oklahoma oil and gas company, to curb its gas emissions in North Dakota. But she acknowledged that getting the oil giants to respond to proxy proposals on greenhouse gas limits would be more difficult.

Stanford’s investment responsibility policy, adopted in 1971, addresses the risk of “substantial social injury” in categories including diversity, environmental sustainability and human rights. For example, Stanford has voted for proxy resolutions asking companies to report on their efforts to avoid using minerals whose sale finances human rights abuses in Africa. Nevertheless, Stanford does not routinely disclose specific proxy votes as Harvard does.

John F. Powers, chief executive of Stanford Management, which runs the endowment, said the school’s process for evaluating the call for fossil fuel divestiture might take the better part of the coming academic year. He said selling tobacco stocks did not hurt Stanford’s performance much because they were “a narrow universe” and “plenty of other stocks went up.”

Harvard, Stanford and the other universities whose endowments pursue environmental and social goals are in the minority. John S. Griswold of Commonfund, which tracks endowments, says one-fifth or less of endowments have such programs. He says some endowment managers prefer to “focus on producing the best returns they can,” and “don’t want to be distracted” by other issues.

Even the proxy route may be losing some of its influence.

Jon Lukomnik, a corporate governance consultant, said college endowments’ ability to use the proxy process had been curtailed by their increased holdings in alternatives like private equity, venture capital, real estate and hedge funds. That trend has left “an ever decreasing portion of their assets” in publicly traded stocks.

At Harvard, the number of proxy proposals on social issues that its shareholder responsibility committee has considered has fallen from a recent peak of 157 in 2004 to 41 in 2012. And the committee’s most recent annual report shows the limits of the tactics against some energy giants.

In 2012, Harvard voted in favor of a climate change call for ConocoPhillips to set targets for reducing its greenhouse gas emissions. But the proposal, which this year received a 29 percent vote, has failed repeatedly since 2008. “They have basically brushed it aside,” said the Rev. William Somplatsky-Jarman of the Presbyterian Church (USA), the measure’s sponsor. Harvard has also voted for such a proposal at Exxon Mobil, which this year received a 27 percent vote.

While a 20 percent vote is considered significant, “the current approach where we see incremental progress is clearly insufficient,” said Andrew Logan, an oil and gas specialist at Ceres, a sustainability advocacy group.

At Calpers, Anne Simpson, director of an 18-member global governance team, says she is “flattered” that Harvard recruited one of them. She said Calpers, which manages 80 percent of its assets internally, also prefers engagement to divesting.

“We’re such a big owner, we can’t find a tidy corner of the market of complete purity and virtue,” she said. “You’ve got to get down and dirty to deal with this. We visit companies. We meet with directors. They know we’re not going away. Walking away from that table is really not going to help.”



Thai Trader Settles Smithfield Insider Trading Case

A Bangkok-based trader has agreed to pay $5.2 million to settle accusations that he traded on insider information tied to Smithfield Foods’ proposed $4.7 billion sale to a Chinese food processor, the Securities and Exchange Commission announced on Thursday.

The settlement comes three months after the S.E.C. froze the assets of Badin Rungruangnavarat, a 30-year-old employee of a Thai plastics company, accusing him of making $3.2 million in illicit profits from the trading. His return was calculated at more than 3,400 percent.

Under the terms of the settlement, Mr. Badin agreed to forfeit his gains and to pay $2 million in penalties. He neither admitted nor denied the S.E.C.’s allegations but agreed to a permanent bar from violating American securities laws.

“Our quick action in June to stop Badin’s insider trading profits from leaving the U.S. made this multimillion-dollar settlement possible,” Daniel M. Hawke, the chief of the S.E.C.’s market abuse unit, said in a statement. “Once he was denied access to his trading account, Badin elected to forfeit all of his ill-gotten proceeds plus pay a $2 million penalty to settle the case against him.”

According to an S.E.C. lawsuit filed in June, Mr. Badin bought 3,000 out-of-the-money call options tied to Smithfield’s stock in May, when little trading in the securities was taking place. Between the options, single-stock futures and common shares that he purchased, Mr. Badin paid $95,450.84 and posted $1.3 million in margin.

Toward the end of the month, Smithfield announced a deal to sell itself to Shuanghui International of China at a price of $34 a share.

Behind the S.E.C.’s actions was the agency’s belief that Mr. Badin was tipped off to a potential sale of Smithfield. The regulator noted in its complaint that one of the defendant’s Facebook friends is an employee of a Thai investment bank that was advising Charoen Pokphand Foods, a large food conglomerate that had held discussions with Smithfield.



A New Divestment Focus: Fossil Fuels

In the 1980s, it was South Africa. In the 1990s, it was tobacco.

Now fossil fuels have become the focus of those who would change the world through the power of investing.

A student movement has gathered momentum at more than 300 campuses over the last year. Members have encouraged college and university endowments to divest themselves of their holdings of companies in the fossil fuel business to avoid profiting from the release of carbon associated with the risk of global warming.

While the efforts have gained some traction, they have also met strong opposition from critics who favor the traditional proxy-voting process of engagement, in which institutional investors try to prod corporations to change their practices, with divestiture a last resort.

The push also comes as some big institutional investors are paying more attention to broader programs devoted to environmental, social and corporate governance issues.

For example, the California Public Employees’ Retirement System has a sprawling program that includes 111 initiatives. They include proxy voting, investing in funds devoted to green energy or to urban and rural areas “underserved” by investment capital, and an annual list of underperforming companies. Calpers is working to integrate such issues throughout its $264 billion fund, including research to determine how such factors affect risk and return.

In July, Harvard’s endowment, the nation’s largest at $31 billion, hired the leader of that research initiative, Jameela Pedicini, as vice president for sustainable investing, becoming only the second top college after Stanford to have full-time endowment employees devoted to such issues.

Ms. Pedicini’s appointment was seen in part as a response to two student groups that have been calling for more action. The Responsible Investment at Harvard coalition has been pushing for “more transparent and comprehensive” environmental, social and governance efforts throughout the endowment. The other, Divest Harvard, said in April, “By sponsoring climate change through our investments, our university is threatening our generation’s future.”

The campus divestiture campaigns have been spurred by a group led by the environmental activist William McKibben, who has also battled the Keystone XL oil pipeline. The McKibben group has urged the sale of the 200 companies with biggest carbon reserves globally, including Exxon Mobil and Chevron.

The push to rid portfolios of fossil fuel stocks echoes earlier movements by endowments and pension funds in the 1980s to sell stocks of companies doing business with South Africa because of its apartheid policies and in the 1990s to sell tobacco stocks because of the health hazards posed by smoking. Harvard, Stanford and Calpers all sold their tobacco stocks around that time.

A few small colleges have chosen to divest themselves of their fossil fuel stocks. Unity College in Maine, which specializes in environmental science and has a small $14.5 million endowment, this spring completed a move to a lineup of 33 exchange-traded sector funds that minimize exposure to fossil fuel stocks. “If we don’t deal with climate change now, we consign our grandkids to an unlivable planet,” said Unity’s president, Stephen Mulkey.

But officials at Harvard and many other endowments are resisting the calls for full divestiture in favor of other means of persuasion.

When three student members of Divest Harvard met in February with Robert D. Reischauer and Nannerl O. Keohane, two members of Harvard’s governing board who serve on a shareholder responsibility panel, Mr. Reischauer cautioned that advanced economies were highly energy-dependent and that divestment would not change the basic supply-demand equation, according to the students.

Mr. Reischauer added that the companies were unlikely to respond because divestiture by Harvard would not affect the price of their stocks or their products, said another person briefed on his remarks. He acknowledged that Harvard could sell the few carbon stocks it owns directly without “a major impact” on its endowment performance; such stocks account for only $30 million of the fund’s $1 billion in direct United States stock holdings, the students estimate. But Mr. Reischauer warned that selling such stocks from the endowment’s large investments in hedge funds, mutual funds and other pooled vehicles could be costly, hurting returns.

At a meeting in April, Ms. Keohane argued that the primary purpose of the endowment was to maximize returns, that divestiture wasn’t effective and that a better way to hold fossil fuel companies accountable would be through Harvard’s proxy votes as a shareholder. Yet Harvard does not disclose the names of outside managers who run one-third of its money, so students do not know many of its holdings.

A Harvard spokesman, Kevin Galvin, added, “The university has traditionally maintained a strong presumption against divesting stock for reasons unrelated to investment purposes,” preferring that the college make its “distinctive contributions to society” through its “research and educational activities.”

Christianna Wood, a trustee of Vassar College who advocates pursuing social and governance goals through engagement and proxy voting, said that when she oversaw global stock investments at Calpers from 2002 to 2007, outside consultants estimated the costs of the fund’s South Africa and tobacco stock sales at $1 billion each. She said by divesting, colleges will “not only lose money, they will lose their voice” on such issues. She predicted that the movement would fail at most schools.

Administrators at Bowdoin and Swarthmore have cited such potential costs in responding to calls for divesting, and Middlebury and Vassar have decided not to divest. Middlebury cited the difficulty, costs and risks. Vassar’s president, Catharine Bond Hill, said students “have lots of proactive ways to engage policy makers” on climate change, and divesting themselves of certain stocks could hurt endowment returns without addressing the causes of climate change.

Ms. Wood said the proxy process had produced gains over the last decade in shareholder voting rights and the election of directors. For example, she said there was a big victory this year when shareholders successfully urged Continental Resources, an Oklahoma oil and gas company, to curb its gas emissions in North Dakota. But she acknowledged that getting the oil giants to respond to proxy proposals on greenhouse gas limits would be more difficult.

Stanford’s investment responsibility policy, adopted in 1971, addresses the risk of “substantial social injury” in categories including diversity, environmental sustainability and human rights. For example, Stanford has voted for proxy resolutions asking companies to report on their efforts to avoid using minerals whose sale finances human rights abuses in Africa. Nevertheless, Stanford does not routinely disclose specific proxy votes as Harvard does.

John F. Powers, chief executive of Stanford Management, which runs the endowment, said the school’s process for evaluating the call for fossil fuel divestiture might take the better part of the coming academic year. He said selling tobacco stocks did not hurt Stanford’s performance much because they were “a narrow universe” and “plenty of other stocks went up.”

Harvard, Stanford and the other universities whose endowments pursue environmental and social goals are in the minority. John S. Griswold of Commonfund, which tracks endowments, says one-fifth or less of endowments have such programs. He says some endowment managers prefer to “focus on producing the best returns they can,” and “don’t want to be distracted” by other issues.

Even the proxy route may be losing some of its influence.

Jon Lukomnik, a corporate governance consultant, said college endowments’ ability to use the proxy process had been curtailed by their increased holdings in alternatives like private equity, venture capital, real estate and hedge funds. That trend has left “an ever decreasing portion of their assets” in publicly traded stocks.

At Harvard, the number of proxy proposals on social issues that its shareholder responsibility committee has considered has fallen from a recent peak of 157 in 2004 to 41 in 2012. And the committee’s most recent annual report shows the limits of the tactics against some energy giants.

In 2012, Harvard voted in favor of a climate change call for ConocoPhillips to set targets for reducing its greenhouse gas emissions. But the proposal, which this year received a 29 percent vote, has failed repeatedly since 2008. “They have basically brushed it aside,” said the Rev. William Somplatsky-Jarman of the Presbyterian Church (USA), the measure’s sponsor. Harvard has also voted for such a proposal at Exxon Mobil, which this year received a 27 percent vote.

While a 20 percent vote is considered significant, “the current approach where we see incremental progress is clearly insufficient,” said Andrew Logan, an oil and gas specialist at Ceres, a sustainability advocacy group.

At Calpers, Anne Simpson, director of an 18-member global governance team, says she is “flattered” that Harvard recruited one of them. She said Calpers, which manages 80 percent of its assets internally, also prefers engagement to divesting.

“We’re such a big owner, we can’t find a tidy corner of the market of complete purity and virtue,” she said. “You’ve got to get down and dirty to deal with this. We visit companies. We meet with directors. They know we’re not going away. Walking away from that table is really not going to help.”



Thai Trader Settles Smithfield Insider Trading Case

A Bangkok-based trader has agreed to pay $5.2 million to settle accusations that he traded on insider information tied to Smithfield Foods’ proposed $4.7 billion sale to a Chinese food processor, the Securities and Exchange Commission announced on Thursday.

The settlement comes three months after the S.E.C. froze the assets of Badin Rungruangnavarat, a 30-year-old employee of a Thai plastics company, accusing him of making $3.2 million in illicit profits from the trading. His return was calculated at more than 3,400 percent.

Under the terms of the settlement, Mr. Badin agreed to forfeit his gains and to pay $2 million in penalties. He neither admitted nor denied the S.E.C.’s allegations but agreed to a permanent bar from violating American securities laws.

“Our quick action in June to stop Badin’s insider trading profits from leaving the U.S. made this multimillion-dollar settlement possible,” Daniel M. Hawke, the chief of the S.E.C.’s market abuse unit, said in a statement. “Once he was denied access to his trading account, Badin elected to forfeit all of his ill-gotten proceeds plus pay a $2 million penalty to settle the case against him.”

According to an S.E.C. lawsuit filed in June, Mr. Badin bought 3,000 out-of-the-money call options tied to Smithfield’s stock in May, when little trading in the securities was taking place. Between the options, single-stock futures and common shares that he purchased, Mr. Badin paid $95,450.84 and posted $1.3 million in margin.

Toward the end of the month, Smithfield announced a deal to sell itself to Shuanghui International of China at a price of $34 a share.

Behind the S.E.C.’s actions was the agency’s belief that Mr. Badin was tipped off to a potential sale of Smithfield. The regulator noted in its complaint that one of the defendant’s Facebook friends is an employee of a Thai investment bank that was advising Charoen Pokphand Foods, a large food conglomerate that had held discussions with Smithfield.



A Banking Bankruptcy That Takes a Different Path

When a bank holding company files for bankruptcy, it usually occurs after the Federal Deposit Insurance Corporation has taken away its banking subsidiary. In such a Chapter 11 case, the only thing left for the company to do is marshal the assets â€" including a typically large tax refund â€" and pay out the results to creditors before liquidating. Washington Mutual provides the most obvious example of this basic model.

But a small bank holding company in Wisconsin is following a different model. The company, Anchor BanCorp Wisconsin, plans to use Chapter 11 to recapitalize rather than liquidate. And it filed for Chapter 11 before its bank, AnchorBank, was taken over by regulators. Indeed, it hopes that its Chapter 11 case will avoid such a takeover.

During the financial crisis, the holding company received more than $100 million from the federal Troubled Asset Relief Program. But it was still wobbly, and faced the prospect of losing its bank.

By filing for Chapter 11, it could take three crucial steps. First, it would be able to pay off more than $180 million in debt owed to other banks for just $49 million.

Second, it could convert the United States Treasury’s preferred stock â€" received as part of the TARP bailout â€" into a small equity stake, worth about $6 million, in the holding company. As a result, the Treasury Department would realize a loss on its TARP investment, though that is a relatively small piece of that program.

And most important, Anchor said it would cancel its existing shares and sell the remaining new equity to investors, leading to the recapitalization of the holding company.

Anchor filed its Chapter 11 petition on Aug. 12, and a judge approved its plan late last week. Federal regulators still need to officially sign off on the plan, but Anchor said in its disclosure statement that it had been in contact with those regulators and that they “have not raised any objection.”

The speedy trip through bankruptcy was the result of a prepackaged bankruptcy case that included the creditors voting on the plan before the bankruptcy filing. This may well provide another template for use of Chapter 11 in connection with other financial institutions, although it does require swift, pre-emptive action by the debtor’s management before the problems at the regulated subsidiaries get out of hand. The crucial question is whether it can be applied at a financial institution that needs a recapitalization in the hundreds of billions, rather than the hundreds of millions.

Stephen J. Lubben is the Harvey Washington Wiley Chair in corporate governance and business ethics at Seton Hall Law School and an expert on bankruptcy.



Amgen Investors Gain From Having an Ex-Investment Banker as C.E.O.

An investment banker as C.E.O. may have some merits - at least Amgen shareholders should think so. Amgen, a $84 billion biotech firm led by a former Morgan Stanley merger specialist, Bob Bradway, last week made mincemeat out of the value arguments put up by its desired target, Onyx Pharmaceuticals, and its advisers at Centerview Partners.

Regulatory filings this week paint a picture of an unusually spirited back-and-forth between Amgen and Onyx, culminating in an agreed takeover at a $10.4 billion price that fell well short of what was initially expected.

Hostilities commenced in public at the end of June, when Onyx told shareholders it had rejected an unsolicited offer from Amgen at $120 a share. In line with the M.&A. playbook, Onyx huffed that the offer “significantly undervalued” the company and that it could do better by opening up its dance card.

Investors and analysts agreed. Onyx’s shares rose above $136. Sanford Bernstein analysts saw the purchase price going as high as $150. But in the end, Mr. Bradway clinched Onyx’s agreement to the deal at just $125 a share, a relative bargain for Amgen’s shareholders.

The bidding war never happened. After Onyx rejected the first offer, Amgen’s investment banker-turned-C.E.O. went on the offensive. He requested access to non-public information as a precursor to potentially raising his bid. By the end of July, Mr. Bradway was ready to pay $130 a share.

Onyx’s chief, Anthony Coles, tried to hold out for more, but the delay proved costly. A committee examining the results of a study of Kyprolis, Onyx’s blood-cancer treatment, said it needed more time to approve the drug’s use in Europe. The news wasn’t deemed material enough for Onyx to publicize it separately. But it was all Mr. Bradway needed to press harder.

As other bidders fell away, he pressed for Onyx to “unblind” or disgorge further details of the study. Not surprising, Onyx declined, but this gave Mr. Bradway an excuse to drop his price to $121. The parties eventually settled on $125 a share, just 4 percent above the opening offer Onyx had rejected.

Amgen’s shares, meanwhile, rallied from around $98 when the offer was made public to $111 today. That’s a gain of about $9 billion, roughly equal to Onyx’s value. Having a Wall Streeter at the helm may not help a company cure cancer, but it can work out well when it is negotiating prowess that matters.

Rob Cox is editor of Reuters Breakingviews. For more independent commentary and analysis, visit breakingviews.com.



Brazilian Regulators Open a New Inquiry Into Batista

SÃO PAULO, Brazil - Brazil’s securities and exchange commission said on Thursday that it had opened a new formal investigation into the business dealings of the onetime billionaire Eike Batista

The commission, known as the CVM, is examining whether Mr. Batista and five other executives of the petroleum company OGX may have violated several articles of Brazil’s corporate legislation.

Brazil’s rules require management to release material information that could influence a company’s share price as well as disclose information about their personal ownership stakes in the company.

In March, regulators had opened a separate inquiry into whether Mr. Batista might have violated disclosure rules.

The CVM has not revealed what specific events led to either inquiry, but OGX frequently announced major petroleum discoveries that subsequently proved to be economically unviable.

The new inquiry is the first indication that Mr. Batista or other top managers of his companies may possibly have changed their ownership stakes in an illegal manner, as the assumption has been that Mr. Batista has been hurt along with his investors.

Shares in OGX fell more than 7 percent on Thursday morning in São Paulo, trading around 38 centavos apiece, or about 16 cents.

The latest problem just adds to the woes of Mr. Batista, who was once Brazil’s richest man and had vowed to become the world’s richest as well.

When OGX went public in June 2008, it sold shares to investors at 1,131 reais apiece, or about $690 at the exchange rate at the time.

The company had a 100-1 share split in December 2009. But an investor who bought OGX shares at its I.P.O. price would now have lost over 96 percent of the original investment.

In recent months, Mr. Batista’s other companies have seen similar collapses in their share prices, as cash flow proved insufficient to service debt and to make the extensive investments that were supposed to create an empire of energy, mining and logistics companies.

Mr. Batista’s fortune, once over $30 billion, has collapsed with it, and he has sold off several assets in recent months.

In August, Mr. Batista sold a controlling stake in his logistics firm LLX to the energy investment firm EIG Global Energy Partners, based in Washington. The same month, OGX hired the Blackstone Group as a financial adviser, a possible sign that either a sale or a debt restructuring is near.

The company is producing hardly any petroleum, and it must make bond payments of about $40 million in October and $100 million in December.

The world’s largest bond investment firm, Pimco, invested heavily in OGX’s bonds and is leading a creditor committee that is negotiating with OGX.

Mr. Batista ostentatious lifestyle had once been popular gossip fodder. He raced speedboats, married a famous model and had dinner with Madonna. But since his fortunes have fallen, he has been forced to sell or pull back on his holdings.

Among the other assets he is seeking to sell is a luxury hotel in Rio de Janeiro, the Hotel Glória.

An attempt to sell his $19 million yacht, the Pink Fleet, failed, and Mr. Batista sent the yacht to the junkyard last month to be scrapped, presumably to save on maintenance costs.



Sprint Breaks Record With Big New Bond Offering

For setting records for the debt markets, it appears that telecommunications companies can’t be beat.

Sprint Nextel on Wednesday sold $6.5 billion worth of high-yield bonds, breaking the record for the single biggest noninvestment-grade offering ever sold directly to investors. The sale comes only days after Verizon Communications announced that it has taken out $61 billion in financing to support its mammoth deal to buy full control of its wireless unit.

The sale shows that despite concerns about the Federal Reserve raising rates at some point in the near future, debt investors remain interested in buying up new issuances.

“We didn’t wake up thinking we would do the biggest high-yield offering ever,” Joseph J. Euteneuer, Sprint’s chief financial officer, said in a telephone interview on Wednesday, adding praise for the performance of its adviser, JPMorgan Chase.

At $6.5 billion, the Sprint offering surpasses Freeport’s $6 billion junk-bond offering in 2007 and Freescale Semiconductor’s $5.95 billion note sale the prior year. While at least three mega-leveraged buyouts were bigger than Sprint’s on Wednesday, the offerings were held by the underwriting banks and weren’t sold to investors.

In Wednesday’s offering, Sprint sold two tranches worth of notes: $2.25 billion worth of bonds due in 2021, at a coupon of 7.5 percent, and $4.25 billion worth of bonds due in 2013, with a coupon of 7.875 percent.

With the sale, Sprint is planning to retire about $3 billion worth of debt owed by Clearwire, a wireless network operator that the phone company agreed to buy earlier this year. The telecommunications company plans to negotiate so that it can repay an additional $1 billion owed by its newest acquisition, according to people briefed on the matter.

Sprint had initially planned to sell bonds in early August, but the markets then proved less welcoming to such a big offering. The company and JPMorgan instead decided to bide their time, up to a point.

“We thought about it in August, but it wasn’t the right time,” Mr. Euteneuer said. “Knowing we have the Clearwire debt, though, we wanted to get it done sooner.”

During a call with more than 100 investors on Wednesday, Mr. Euteneuer outlined Sprint’s capital-expenditure plans, including about $8 billion next year. He also spoke of the operating improvements that Sprint has undertaken, especially since agreeing to sell a majority stake to SoftBank of Japan. The phone service provider is speaking regularly to its highly regarded new parent, including video conferences every week and in-person meetings at least once a month.

“There’s been great performance from the company to date,” Mr. Euteneuer said in the telephone interview.

Ultimately, while Sprint envisioned holding a series of bond offerings to raise its desired cash, potential investors signaled that they would prefer one big offering and ensuring that the telecom had the money in hand right away.



Russian Tech Giant Sells Facebook Shares for $525 Million

Updated, 9:33 a.m. | LONDON - More than a year after Facebook’s botched initial public offering, investors are now reaping rewards.

On Thursday, the Russian Internet company Mail.ru, which is partly owned by the billionaire Alisher Usmanov, announced that it had sold its remaining stake in Facebook for around $525 million.

The Russian company initially bought its stake in Facebook in 2009 for around $200 million. Mr. Usmanov has also bought holdings in a number of other Internet start-ups in the United States, including the online game company Zynga and the daily deals Web site Groupon.

By selling its remaining 14.2 million shares, or roughly 0.7 percent of Facebook’s outstanding shares, Mail.ru is benefiting from a rebound in the share price, which fell when the company went public last year.

After pricing its shares at $38 for its I.P.O., Facebook shares dropped more than 50 percent in the first three months of trading, as investors feared the company was not prepared for the rise of consumers using their cellphones to surf the Internet.

A number of technical issues also hurt its share offering, including the failure of the trading systems at Nasdaq, where Facebook’s stock is listed.

Despite the initial problems, Facebook’s shares have risen about 125 percent in the last 12 months, partly on its increased push into the mobile sector.

Taking advantage of this rally, Mail.ru said on Thursday that it had sold its remaining stake during July and August. The Russian Internet company also had sold some of its shares during the I.P.O. last year.

Mr. Usmanov is one of Russia’s richest men, and his business interests include a holding in the Russian cellphone operator MegaFon. The sale of the Facebook stake comes as Mail.ru is expanding its own footprint in social networks and online games in its domestic market.

Mail.ru said on Thursday that its pretax profit for the first half of the year rose 26 percent, to 6.71 billion rubles (about $200 million).

The company’s early experience profiting from social networks in Russia led Yuri Milner, the investor who orchestrated the Russian pre-I.P.O. purchase of Facebook shares, to believe that Facebook and other Internet companies then mostly focused on the domestic American market could similarly profit while expanding abroad.

Mr. Usmanov still owns a large but undisclosed stake in Facebook through a separate investment holding, called D.S.T. Global. That company holds his shares in Zynga and Groupon as well as stakes in Twitter, Zocdoc, Spotify, Airbnb, Alibaba and 360buy.

Mr. Usmanov and other Russian investors at one point owned nearly 10 percent of Facebook, though precise details of their ownership stakes are difficult to assess. The investments were made over several years through D.S.T. Global and Mail.ru. D.S.T. Global is privately held and does not disclose the size of its investments.

Despite his large holding in Facebook, Mr. Usmanov and his Russian partners agreed early on to let Facebook’s co-founder and chief executive, Mark Zuckerberg, vote their shares and did not ask for a seat on the board. They also had no say in the site’s polices on privacy or political issues, preserving its independence as it played a major role in domestic politics in Russia.

Mark Scott reported from London and Andrew E. Kramer from Moscow.



Sprint’s Record Bond Offering

Sprint Nextel sold $6.5 billion of high-yield bonds on Wednesday, breaking the record for the single biggest noninvestment-grade offering ever sold directly to investors, DealBook’s Michael J. de la Merced reports. The deal shows that investors remain interested in buying up new debt, despite concerns about the Federal Reserve raising rates in the near future.

The Sprint offering surpasses Freeport’s $6 billion junk-bond offering in 2007 and Freescale Semiconductor’s $5.95 billion note sale the previous year, Mr. de la Merced writes. With the sale, Sprint is planning to retire about $3 billion of debt owed by Clearwire, the wireless network operator it agreed to buy earlier this year. “We didn’t wake up thinking we would do the biggest high-yield offering ever,” Joseph J. Euteneuer, Sprint’s chief financial officer, said by phone on Wednesday, adding praise for the performance of its adviser, JPMorgan Chase.

VERIZON’S DEAL FINANCING MOVES QUICKLY  | Verizon Communications’ $130 billion deal to take full control of its wireless unit highlights what bankers describe as the continued health of the debt markets, Mr. de la Merced reports. Even after the deal was announced, the price of Verizon’s bonds moved only a few basis points. And credit ratings agencies quickly announced they were downgrading the company by only one notch, keeping it at investment grade. That is what JPMorgan Chase and Morgan Stanley, the lead banks arranging the $61 billion in financing, had hoped.

“The pace of syndicating the initial bridge loan, provided by the two banks alongside Bank of America and Barclays, to other firms is moving quickly, according to people briefed on the matter. It will eventually be replaced with a $49 billion bond offering and $14 billion worth of loans.”

RUSSIAN TECH GIANT SELLS FACEBOOK SHARES  |  The Russian Internet company Mail.ru, which is owned by the billionaire Alisher Usmanov, announced on Thursday that it had sold its remaining stake in Facebook for around $525 million, more than a year after Facebook’s botched initial public offering, Mark Scott reports in DealBook. The Russian company initially bought its stake in Facebook in 2009 for around $200 million, and has had holdings in a number of other Internet start-ups in the United States.

ON THE AGENDA  | The National Football League season begins Thursday night, with the Baltimore Ravens playing the Denver Broncos in Colorado. Data on factory orders in July is out at 10 a.m. Harvey R. Miller, a prominent bankruptcy lawyer, is on Bloomberg TV at 7 a.m. Thomas J. Curry, the comptroller of the currency, is on Bloomberg TV at 10:10 a.m.

SCHWAB CASE PUTS SPOTLIGHT ON ARBITRATION  |  The discount brokerage firm Charles Schwab & Company is finding itself at odds with regulators as it seeks to eliminate the option of class-action lawsuits for its clients, Susan Antilla reports in DealBook. “For Wall Street, the skirmish has inadvertently brought fresh and unwelcome attention to the investor arbitration process and its flaws, and could severely curtail efforts by investors hurt by widespread problems.”

Investors generally have not been able to use the public court system for their disputes with their stockbrokers since a Supreme Court decision in 1987, but one exception was for issues that were pervasive enough to warrant class-action status. In 2011, though, Schwab added a clause to its customer agreement that required clients to agree not to pursue or participate in class-action suits â€" a move that did not sit well with the Financial Industry Regulatory Authority, Wall Street’s self-regulator. The enforcement division of Finra filed a disciplinary action against Schwab, and now the case is set to go before the association’s adjudicatory panel next Wednesday.

Mergers & Acquisitions »

A Bloody Ballmer and the Long Road to a Nokia Deal  |  Before Microsoft agreed this week to buy Nokia’s mobile phone and services business for $7.2 billion, the two sides engaged in lengthy, on-and-off talks that often went nowhere, Nick Wingfield reports in the Bits blog. NEW YORK TIMES BITS

Music Executive Starts New Entertainment Business  |  Irving Azoff, who resigned last year as Live Nation Entertainment’s executive chairman, announced on Wednesday the creation of Azoff MSG Entertainment, a multifaceted company backed by $175 million from the Madison Square Garden Company. NEW YORK TIMES

Bezos Is a Hit in Visit to Washington Post Newsroom  |  Jeffrey P. Bezos, Amazon’s founder who recently agreed to buy The Washington Post, assured newsroom employees on Wednesday that he was committed to preserving quality journalism, The New York Times reports. NEW YORK TIMES

BlackBerry Aims for a Sale by November  |  BlackBerry “intends to run a fast auction process that could be wrapped up by November, according to people familiar with the matter,” The Wall Street Journal reports. WALL STREET JOURNAL

Jay Z Said to Be Selling Stake in Nets  |  The rapper is selling his small ownership stake in the Brooklyn Nets to Jason Kidd, the team’s coach, according to Page Six. NEW YORK POST

INVESTMENT BANKING »

Another Glitch for Nasdaq  |  Reuters reports: “Nasdaq OMX Group said the system at the center of the Nasdaq exchange’s three-hour trading halt on Aug. 22 had a six-minute outage on Wednesday for a small number of stock symbols, but the issue had been resolved and trading was not affected.” REUTERS

Rates on Big Mortgages Fall Below Those on Smaller Ones  |  Lending executives say the flip has never happened before, The Wall Street Journal reports. WALL STREET JOURNAL

Deutsche Bank Haunted by Concerns Over Capital  |  “No one feels like they’ve dealt with the issues yet,” Christopher Wheeler, a London-based banking analyst with Mediobanca, said of Deutsche Bank’s leverage ratio, according to The Wall Street Journal. WALL STREET JOURNAL

Three Managers to Leave Trading Firm  |  KCG Holdings, the firm that was formed after Getco took over the Knight Capital Group, said on Wednesday the head of its exchange-traded funds business and two other managers would depart, Reuters reports. REUTERS

Related’s Ross Gives $200 Million to University of Michigan  |  The $200 million gift from the real estate developer Stephen M. Ross is the single largest gift in the university’s history. DealBook »

PRIVATE EQUITY »

EP Energy, Owned by Apollo, Files for I.P.O.  |  The oil and gas company EP Energy was taken private by Apollo Global Management last year. REUTERS

HEDGE FUNDS »

Fund Responds to Chief’s Prostitution Arrest  |  Common Sense Investment Management, a $2.9 billion fund of funds based in Oregon, sought to distance itself on Wednesday from a prostitution scandal involving its chief executive. DealBook »

A Rough August for Pershing Square  |  Pershing Square Capital Management, the hedge fund run by William A. Ackman, was down 3.6 percent in August, according to Reuters. REUTERS

I.P.O./OFFERINGS »

LinkedIn Raises $1.2 Billion in Stock Offering  |  LinkedIn said on Wednesday that it priced the offering of 5.4 million Class A shares at $233 a share. REUTERS

Stock Sale Looks Right for LinkedIn  |  Even though LinkedIn does not need the money, its stock sale looks a lot better for shareholders than an overpriced buyback, Robert Cyran writes in Reuters Breakingviews. REUTERS BREAKINGVIEWS

VENTURE CAPITAL »

Hearsay Social Raises $30 Million to Give Bankers an Online Presence  |  The Silicon Valley start-up â€" and its investors â€" are betting that highly regulated companies will see social media channels as a way to make money. DealBook »

Path Wants to Define Your Inner Circle  |  Path, a mobile social network founded by a former Facebook executive, will begin rolling out a software update that allows users to designate an “inner circle” of close friends, the Bits blog reports. NEW YORK TIMES BITS

Start-Up Brings an Internet Sensibility to Time Shares  |  The investors in the current round of seed financing include top executives or former executives of Zillow, eHarmony, Expedia, Loopnet and Starwood Capital. DealBook »

LEGAL/REGULATORY »

Obama’s Favorite in Fed Succession Faces Opposition  |  President Obama has long had Lawrence H. Summers, his former economic adviser, in mind to be the next chairman of the Federal Reserve, Jackie Calmes reports in The New York Times. One former administration official said of their relationship, “It’s like the attachment you feel for your heart surgeon after he performs a quadruple bypass.” NEW YORK TIMES

For India’s Central Bank Chief, Honeymoon May Be Short  |  Raghuram Rajan, a University of Chicago finance professor who took charge on Wednesday of the Reserve Bank of India, used his initial news conference to announce a long list of financial deregulatory measures. But some of the biggest problems bedeviling the Indian economy are beyond his control, The New York Times writes. NEW YORK TIMES

A Proposal to Strengthen Protections on Customer Funds  |  The staff of the Commodity Futures Trading Commission is “expected to recommend as early as this week the agency approve a package of rules, including a provision that could require futures brokers to put aside about twice as much collateral that firms currently must hold, according to people familiar with the matter,” The Wall Street Journal reports. WALL STREET JOURNAL

SAC Capital Said to Increase Bonuses  |  Bloomberg News reports: “SAC Capital Advisors, the hedge-fund firm that’s facing federal insider-trading charges and a money-laundering lawsuit, is raising 2014 bonuses for its portfolio managers by 3.5 percentage points to help retain employees, a person with knowledge of the decision.” BLOOMBERG NEWS

GateHouse Media Plans Prepackaged Bankruptcy  |  GateHouse Media, backed by the Fortress Investment Group, plans to restructure its $1.2 billion of debt through a Chapter 11 filing. WALL STREET JOURNAL

Bank of England May Pause After Policy Decision  |  Reuters reports that the Bank of England is “expected to take a breather” after announcing its latest policy decision on Thursday after “a hectic couple of months” under its new governor, Mark J. Carney, as the economy is showing fresh signs of life. REUTERS



Sprint’s Record Bond Offering

Sprint Nextel sold $6.5 billion of high-yield bonds on Wednesday, breaking the record for the single biggest noninvestment-grade offering ever sold directly to investors, DealBook’s Michael J. de la Merced reports. The deal shows that investors remain interested in buying up new debt, despite concerns about the Federal Reserve raising rates in the near future.

The Sprint offering surpasses Freeport’s $6 billion junk-bond offering in 2007 and Freescale Semiconductor’s $5.95 billion note sale the previous year, Mr. de la Merced writes. With the sale, Sprint is planning to retire about $3 billion of debt owed by Clearwire, the wireless network operator it agreed to buy earlier this year. “We didn’t wake up thinking we would do the biggest high-yield offering ever,” Joseph J. Euteneuer, Sprint’s chief financial officer, said by phone on Wednesday, adding praise for the performance of its adviser, JPMorgan Chase.

VERIZON’S DEAL FINANCING MOVES QUICKLY  | Verizon Communications’ $130 billion deal to take full control of its wireless unit highlights what bankers describe as the continued health of the debt markets, Mr. de la Merced reports. Even after the deal was announced, the price of Verizon’s bonds moved only a few basis points. And credit ratings agencies quickly announced they were downgrading the company by only one notch, keeping it at investment grade. That is what JPMorgan Chase and Morgan Stanley, the lead banks arranging the $61 billion in financing, had hoped.

“The pace of syndicating the initial bridge loan, provided by the two banks alongside Bank of America and Barclays, to other firms is moving quickly, according to people briefed on the matter. It will eventually be replaced with a $49 billion bond offering and $14 billion worth of loans.”

RUSSIAN TECH GIANT SELLS FACEBOOK SHARES  |  The Russian Internet company Mail.ru, which is owned by the billionaire Alisher Usmanov, announced on Thursday that it had sold its remaining stake in Facebook for around $525 million, more than a year after Facebook’s botched initial public offering, Mark Scott reports in DealBook. The Russian company initially bought its stake in Facebook in 2009 for around $200 million, and has had holdings in a number of other Internet start-ups in the United States.

ON THE AGENDA  | The National Football League season begins Thursday night, with the Baltimore Ravens playing the Denver Broncos in Colorado. Data on factory orders in July is out at 10 a.m. Harvey R. Miller, a prominent bankruptcy lawyer, is on Bloomberg TV at 7 a.m. Thomas J. Curry, the comptroller of the currency, is on Bloomberg TV at 10:10 a.m.

SCHWAB CASE PUTS SPOTLIGHT ON ARBITRATION  |  The discount brokerage firm Charles Schwab & Company is finding itself at odds with regulators as it seeks to eliminate the option of class-action lawsuits for its clients, Susan Antilla reports in DealBook. “For Wall Street, the skirmish has inadvertently brought fresh and unwelcome attention to the investor arbitration process and its flaws, and could severely curtail efforts by investors hurt by widespread problems.”

Investors generally have not been able to use the public court system for their disputes with their stockbrokers since a Supreme Court decision in 1987, but one exception was for issues that were pervasive enough to warrant class-action status. In 2011, though, Schwab added a clause to its customer agreement that required clients to agree not to pursue or participate in class-action suits â€" a move that did not sit well with the Financial Industry Regulatory Authority, Wall Street’s self-regulator. The enforcement division of Finra filed a disciplinary action against Schwab, and now the case is set to go before the association’s adjudicatory panel next Wednesday.

Mergers & Acquisitions »

A Bloody Ballmer and the Long Road to a Nokia Deal  |  Before Microsoft agreed this week to buy Nokia’s mobile phone and services business for $7.2 billion, the two sides engaged in lengthy, on-and-off talks that often went nowhere, Nick Wingfield reports in the Bits blog. NEW YORK TIMES BITS

Music Executive Starts New Entertainment Business  |  Irving Azoff, who resigned last year as Live Nation Entertainment’s executive chairman, announced on Wednesday the creation of Azoff MSG Entertainment, a multifaceted company backed by $175 million from the Madison Square Garden Company. NEW YORK TIMES

Bezos Is a Hit in Visit to Washington Post Newsroom  |  Jeffrey P. Bezos, Amazon’s founder who recently agreed to buy The Washington Post, assured newsroom employees on Wednesday that he was committed to preserving quality journalism, The New York Times reports. NEW YORK TIMES

BlackBerry Aims for a Sale by November  |  BlackBerry “intends to run a fast auction process that could be wrapped up by November, according to people familiar with the matter,” The Wall Street Journal reports. WALL STREET JOURNAL

Jay Z Said to Be Selling Stake in Nets  |  The rapper is selling his small ownership stake in the Brooklyn Nets to Jason Kidd, the team’s coach, according to Page Six. NEW YORK POST

INVESTMENT BANKING »

Another Glitch for Nasdaq  |  Reuters reports: “Nasdaq OMX Group said the system at the center of the Nasdaq exchange’s three-hour trading halt on Aug. 22 had a six-minute outage on Wednesday for a small number of stock symbols, but the issue had been resolved and trading was not affected.” REUTERS

Rates on Big Mortgages Fall Below Those on Smaller Ones  |  Lending executives say the flip has never happened before, The Wall Street Journal reports. WALL STREET JOURNAL

Deutsche Bank Haunted by Concerns Over Capital  |  “No one feels like they’ve dealt with the issues yet,” Christopher Wheeler, a London-based banking analyst with Mediobanca, said of Deutsche Bank’s leverage ratio, according to The Wall Street Journal. WALL STREET JOURNAL

Three Managers to Leave Trading Firm  |  KCG Holdings, the firm that was formed after Getco took over the Knight Capital Group, said on Wednesday the head of its exchange-traded funds business and two other managers would depart, Reuters reports. REUTERS

Related’s Ross Gives $200 Million to University of Michigan  |  The $200 million gift from the real estate developer Stephen M. Ross is the single largest gift in the university’s history. DealBook »

PRIVATE EQUITY »

EP Energy, Owned by Apollo, Files for I.P.O.  |  The oil and gas company EP Energy was taken private by Apollo Global Management last year. REUTERS

HEDGE FUNDS »

Fund Responds to Chief’s Prostitution Arrest  |  Common Sense Investment Management, a $2.9 billion fund of funds based in Oregon, sought to distance itself on Wednesday from a prostitution scandal involving its chief executive. DealBook »

A Rough August for Pershing Square  |  Pershing Square Capital Management, the hedge fund run by William A. Ackman, was down 3.6 percent in August, according to Reuters. REUTERS

I.P.O./OFFERINGS »

LinkedIn Raises $1.2 Billion in Stock Offering  |  LinkedIn said on Wednesday that it priced the offering of 5.4 million Class A shares at $233 a share. REUTERS

Stock Sale Looks Right for LinkedIn  |  Even though LinkedIn does not need the money, its stock sale looks a lot better for shareholders than an overpriced buyback, Robert Cyran writes in Reuters Breakingviews. REUTERS BREAKINGVIEWS

VENTURE CAPITAL »

Hearsay Social Raises $30 Million to Give Bankers an Online Presence  |  The Silicon Valley start-up â€" and its investors â€" are betting that highly regulated companies will see social media channels as a way to make money. DealBook »

Path Wants to Define Your Inner Circle  |  Path, a mobile social network founded by a former Facebook executive, will begin rolling out a software update that allows users to designate an “inner circle” of close friends, the Bits blog reports. NEW YORK TIMES BITS

Start-Up Brings an Internet Sensibility to Time Shares  |  The investors in the current round of seed financing include top executives or former executives of Zillow, eHarmony, Expedia, Loopnet and Starwood Capital. DealBook »

LEGAL/REGULATORY »

Obama’s Favorite in Fed Succession Faces Opposition  |  President Obama has long had Lawrence H. Summers, his former economic adviser, in mind to be the next chairman of the Federal Reserve, Jackie Calmes reports in The New York Times. One former administration official said of their relationship, “It’s like the attachment you feel for your heart surgeon after he performs a quadruple bypass.” NEW YORK TIMES

For India’s Central Bank Chief, Honeymoon May Be Short  |  Raghuram Rajan, a University of Chicago finance professor who took charge on Wednesday of the Reserve Bank of India, used his initial news conference to announce a long list of financial deregulatory measures. But some of the biggest problems bedeviling the Indian economy are beyond his control, The New York Times writes. NEW YORK TIMES

A Proposal to Strengthen Protections on Customer Funds  |  The staff of the Commodity Futures Trading Commission is “expected to recommend as early as this week the agency approve a package of rules, including a provision that could require futures brokers to put aside about twice as much collateral that firms currently must hold, according to people familiar with the matter,” The Wall Street Journal reports. WALL STREET JOURNAL

SAC Capital Said to Increase Bonuses  |  Bloomberg News reports: “SAC Capital Advisors, the hedge-fund firm that’s facing federal insider-trading charges and a money-laundering lawsuit, is raising 2014 bonuses for its portfolio managers by 3.5 percentage points to help retain employees, a person with knowledge of the decision.” BLOOMBERG NEWS

GateHouse Media Plans Prepackaged Bankruptcy  |  GateHouse Media, backed by the Fortress Investment Group, plans to restructure its $1.2 billion of debt through a Chapter 11 filing. WALL STREET JOURNAL

Bank of England May Pause After Policy Decision  |  Reuters reports that the Bank of England is “expected to take a breather” after announcing its latest policy decision on Thursday after “a hectic couple of months” under its new governor, Mark J. Carney, as the economy is showing fresh signs of life. REUTERS