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Redfin Raises $50 Million in Latest Financing Round

While the online home information space may be crowded, investors seem to believe that Redfin has a good chance of standing out.

Redfin, an online real estate brokerage, has raised $50 million in a new round of mezzanine capital, led by Tiger Global Management and T. Rowe Price. Five existing investors, including Greylock Partners and DFJ Venture Capital, also participated.

It is the latest bet that Redfin, which combines home listings data with its own army of brokers, can shake up the traditional business of buying and selling property. The company’s approach differs from more prominent competitors like Zillow and Trulia, which focus more on being repositories of real estate information.

Redfin, which is 11 years old, now operates in 22 markets throughout the country, including Boston, New York, Chicago, Miami and its hometown of Seattle.

The chief executive of the company, Glenn Kelman, said in an interview that its approach was closer to that of the car service Uber or the home rental network Airbnb: connecting customers to tangible goods through Internet-based technology. (By his own admission, the business is “very bizarre” in that it is both a software company and a real estate brokerage.)

“It’s the idea that software companies can go into the real world and reinvent it,” he said.

It’s an approach that took some time to build up steam. In Redfin’s early days, executives had a hard time persuading would-be investors to take the risk of backing the company, Mr. Kelman said.

“The business takes time to scale, which made early-stage investors wary,” Mr. Kelman said. “But Tiger and T. Rowe could see great scale here.”

The company has grown significantly since its founding. It is expected to be report positive earnings before interest, taxes, depreciation and amortization, as well as annual revenue growth of more than 50 percent.

Now with the additional financing, Redfin plans to invest more in technology development, potentially even at a pace that outstrips revenue growth.

And with the public markets welcoming technology darlings like Twitter, a public offering could be in the company’s future. During the fund-raising process for the most recent round, an investor asked Mr. Kelman who would potentially buy Redfin.

According to James Slavet of Greylock, Mr. Kelman smiled and said “Nobody.”

“There aren’t natural kinds of buyers,” Mr. Slavet added. “I think ultimately Redfin can be a public company.”

But Mr. Kelman added that there was no pressure to go public soon, even as stock markets are soaring, pushing up company valuations. Both Tiger and T. Rowe have indicated that they are not looking for an offering anytime soon, instead asking what Redfin plans to do to improve its customer service.

“I don’t feel the pressure,” he said. “I’m not going to sell my shares in the company when the lockup ends. It makes me less focused on the timing.”



Redfin Raises $50 Million in Latest Financing Round

While the online home information space may be crowded, investors seem to believe that Redfin has a good chance of standing out.

Redfin, an online real estate brokerage, has raised $50 million in a new round of mezzanine capital, led by Tiger Global Management and T. Rowe Price. Five existing investors, including Greylock Partners and DFJ Venture Capital, also participated.

It is the latest bet that Redfin, which combines home listings data with its own army of brokers, can shake up the traditional business of buying and selling property. The company’s approach differs from more prominent competitors like Zillow and Trulia, which focus more on being repositories of real estate information.

Redfin, which is 11 years old, now operates in 22 markets throughout the country, including Boston, New York, Chicago, Miami and its hometown of Seattle.

The chief executive of the company, Glenn Kelman, said in an interview that its approach was closer to that of the car service Uber or the home rental network Airbnb: connecting customers to tangible goods through Internet-based technology. (By his own admission, the business is “very bizarre” in that it is both a software company and a real estate brokerage.)

“It’s the idea that software companies can go into the real world and reinvent it,” he said.

It’s an approach that took some time to build up steam. In Redfin’s early days, executives had a hard time persuading would-be investors to take the risk of backing the company, Mr. Kelman said.

“The business takes time to scale, which made early-stage investors wary,” Mr. Kelman said. “But Tiger and T. Rowe could see great scale here.”

The company has grown significantly since its founding. It is expected to be report positive earnings before interest, taxes, depreciation and amortization, as well as annual revenue growth of more than 50 percent.

Now with the additional financing, Redfin plans to invest more in technology development, potentially even at a pace that outstrips revenue growth.

And with the public markets welcoming technology darlings like Twitter, a public offering could be in the company’s future. During the fund-raising process for the most recent round, an investor asked Mr. Kelman who would potentially buy Redfin.

According to James Slavet of Greylock, Mr. Kelman smiled and said “Nobody.”

“There aren’t natural kinds of buyers,” Mr. Slavet added. “I think ultimately Redfin can be a public company.”

But Mr. Kelman added that there was no pressure to go public soon, even as stock markets are soaring, pushing up company valuations. Both Tiger and T. Rowe have indicated that they are not looking for an offering anytime soon, instead asking what Redfin plans to do to improve its customer service.

“I don’t feel the pressure,” he said. “I’m not going to sell my shares in the company when the lockup ends. It makes me less focused on the timing.”



A Bank’s Fruitful Ties to a Member of China’s Elite

To promote its standing in China, JPMorgan Chase turned to a seemingly obscure consulting firm run by a 32-year-old executive named Lily Chang.

Ms. Chang’s firm, which received a $75,000-a-month contract from JPMorgan, appeared to have only two employees. And on the surface, Ms. Chang lacked the influence and public name recognition needed to unlock business for the bank.

But what was known to JPMorgan executives in Hong Kong, and some executives at other major companies, was that “Lily Chang” was not her real name. It was an alias for Wen Ruchun, the only daughter of Wen Jiabao, who at the time was China’s prime minister, with oversight of the economy and its financial institutions.

JPMorgan’s link to Ms. Wen â€" which came during a time when the bank also invested in companies tied to the Wen family â€" has not been previously reported. Yet a review by The New York Times of confidential documents, Chinese public records and interviews with people briefed on the contract shows that the relationship pointed to a broader strategy for accumulating influence in China: Put the relatives of the nation’s ruling elite on the payroll.

And the Wen family’s sway was not just political. After Ms. Wen’s father joined the inner circle of China’s rulers as vice prime minister in 1998, the family amassed a secret fortune through a series of partnerships and investment vehicles, a 2012 investigation by The Times found.

Now, United States authorities are scrutinizing JPMorgan’s ties to Ms. Wen, whose alias was government approved, as part of a wider bribery investigation into whether the bank swapped contracts and jobs for business deals with state-owned Chinese companies, according to the documents and interviews. The bank, which is cooperating with the inquiries and conducting its own internal review, has not been accused of any wrongdoing.

The investigation began with an examination of the bank’s decision to hire the daughter of a Chinese railway official and the son of a former banking regulator who is now the chairman of a state-controlled financial conglomerate. The contract with the consulting firm of Ms. Wen, 40, indicates that the bank’s hiring practices also touched the highest rungs of political power in China. Her father was prime minister from 2003 until earlier this year. Her mother has served as a government official with oversight of the nation’s gem and diamond industry. And since 2006, Ms. Wen’s husband has been an official at the China Banking Regulatory Commission, according to China Vitae, an online database.

For Ms. Wen’s consulting firm, Fullmark Consultants, the JPMorgan deal was lucrative. While many Hong Kong investment bankers were earning as much as $250,000 a year, JPMorgan paid Ms. Wen’s firm $900,000 annually from 2006 to 2008, records show, for a total of $1.8 million.

JPMorgan appeared to benefit from the relationship as well. Fullmark claimed in a confidential letter to the bank that it “introduced and secured” business for JPMorgan from the state-run China Railway Group, a construction company that builds railways for the Chinese government. The bank was an underwriter in the company’s 2007 initial public offering, which raised about $5 billion.

It is not known whether Ms. Wen’s father, Wen Jiabao, played any role in that deal. But as prime minister, he would have had ultimate responsibility for state-owned companies and their regulators.

Efforts to reach Ms. Wen and other members of her family were unsuccessful.

A spokesman for JPMorgan declined to comment. In a previous regulatory filing, the bank disclosed that authorities were examining “its business relationships with certain related clients in the Asia Pacific region and its engagement of consultants.”

Executives at JPMorgan’s headquarters in New York did not appear to be involved in retaining Fullmark, a decision that seemed to have fallen to executives in Hong Kong. And the documents reviewed by The Times do not identify a concrete link between the bank’s decision to hire children of Chinese officials and its ability to secure coveted business deals, a connection that authorities would probably need to demonstrate that the bank violated anti-bribery laws.

The Securities and Exchange Commission and the United States attorney’s office in Brooklyn, which are leading the investigation, both declined to comment on the case.

Underpinning their investigation is the Foreign Corrupt Practices Act, which effectively bars United States companies from giving “anything of value” to foreign officials to obtain “an improper advantage” in retaining business. In recent years, the S.E.C. and the Justice Department have stepped up their enforcement of the 1977 law, which is violated if a company acts with “corrupt” intent, or with an expectation of offering a job in exchange for government business.

It is unclear whether JPMorgan ever had such an upfront agreement. But the bank did briefly keep a document that tied some of its well-connected hires in China to revenue it earned from deals with Chinese state-owned companies, according to interviews and records that JPMorgan turned over to federal authorities.

The investigation comes at a difficult time for the bank, which is already under scrutiny from a number of agencies in Washington and abroad. JPMorgan recently reached a tentative deal with the Justice Department to pay a record $13 billion over its sale of troubled mortgage securities. It is also facing an investigation into its role as Bernard L. Madoff’s primary bank. The bribery investigation could take years. The S.E.C. and prosecutors have expanded their focus to other Asian countries, including Singapore and South Korea, looking at whether hiring practices that have become commonplace on Wall Street crossed a line at JPMorgan.

For the last two decades, Wall Street banks and multinational corporations operating in China have sought out so-called princelings as employees, consultants or partners in major Chinese business deals. Many banks talk freely about the ability of princelings to open doors and offer insights into government policies and regulations.

In 2006, JPMorgan established a program, called Sons and Daughters, according to interviews with people in New York and China, to have better control over such hires. But documents that the bank turned over to investigators showed that there were less stringent hiring standards for applicants from prominent Chinese families.

The children of China’s ruling elite, according to experts, have occasionally used government-approved aliases to protect their privacy while studying or traveling abroad. Ms. Wen used her alias for both schooling and business. According to government records, Ms. Wen holds two national identity cards with matching birth dates, one issued in Beijing under the name Wen Ruchun and a second issued in the northeastern city of Dalian, as Chang Lily.

Lily Chang was the name she used while studying for an M.B.A. at the University of Delaware, where she graduated in 1998, and also when she lived in Trump Place, the luxury apartment complex overlooking the Hudson River in Manhattan, according to public and university records.

Like the children of other senior Chinese leaders, she was courted by Wall Street. After securing her M.B.A., regulatory records show, she worked at Lehman Brothers and later Credit Suisse First Boston as Lily Chang. Separately, she held a stake in several private companies.

Ms. Wen’s work for JPMorgan was tied to her company, Fullmark Consulting. According to the documents reviewed by The Times, Fullmark was located on the ninth floor of Tower C2 at Oriental Plaza, a high-end retail and office complex in central Beijing.

Over the last decade, corporate filings show that the location also housed private companies that were either controlled by or affiliated with the Wen family. Some of those companies have held indirect stakes in Baidu, China’s biggest Internet search engine, and Ping An Insurance, the financial services giant.

Ms. Wen’s apparent partner at Fullmark, and a signatory to the JPMorgan consulting agreements, was a woman named Zhang Yuhong, a longtime Wen family friend and business partner who at one time held a large but indirect personal stake in Ping An. She also helped control Wen family assets in other industries, including diamond and jewelry ventures.

Little else is known about Fullmark or its other clients. When JPMorgan hired the firm in 2006, people briefed on the contract said, the consulting firm had already worked with at least one other major financial institution.

JPMorgan’s contract with Fullmark called for the consultant to “to promote the activities and standing” of the bank in China. According to Fullmark’s letter to JPMorgan, the consulting firm had three main tasks. One, it helped JPMorgan secure the underwriting job on the China Railway deal. It also advised JPMorgan about forming a joint venture with a Chinese securities firm and provided counsel on the “macroeconomics policy in mainland China.”

In that letter, which was undated but almost certainly sent to the bank once the contract had expired, Fullmark declared that it did not “have the intention to continue the consultancy service.” The letter, signed by Lily Chang and Zhang Yuhong, cited “personal reasons.”

During her two-year consulting stint, JPMorgan executives struck a series of deals with Chinese companies closely affiliated with Ms. Wen and her family. Like other big banks, JPMorgan held a stake in New Horizon Capital, a private equity firm co-founded by her brother, Wen Yunsong.

JPMorgan also invested its clients’ money in Ping An and served as an adviser to the giant company. Today, on behalf of clients, JPMorgan owns nearly $1 billion worth of the company’s shares. At the time of JPMorgan’s initial investment for clients, members of the Wen family held a large, hidden stake in Ping An through a complex network of Chinese investment vehicles, a stake that in 2007 was worth more than $2 billion, according to corporate filings reviewed by The Times.

JPMorgan also won an assignment in 2009 to help underwrite an initial public offering of BBMG, a large Chinese building materials company. BBMG’s largest shareholders included New Horizon Capital, the private equity firm of Ms. Wen’s brother, and Beijing Taihong, an investment vehicle controlled by a longtime business associate of the Wen family. After the shares rose after the company’s I.P.O., Ms. Wen became the largest shareholder in Beijing Taihong, according to a filing.

There is no indication from the documents reviewed by The Times that Ms. Wen brokered any of the deals or investments between JPMorgan and companies affiliated with her family. And it is unclear whether JPMorgan employees even knew about her family’s ties to some of those companies, because the Wen family often held secret stakes in companies through little-known investment vehicles.

Ms. Wen also kept some distance from the Fullmark documents. Her name does not appear in the contract, though she was a signatory on the undated letter concluding the relationship with JPMorgan.

The letter, sent around the time of the financial crisis, struck an optimistic tone. “We hope JPMorgan Chase will grasp the opportunities and become to be the winner in the financial crisis,” it read.



A Bank’s Fruitful Ties to a Member of China’s Elite

To promote its standing in China, JPMorgan Chase turned to a seemingly obscure consulting firm run by a 32-year-old executive named Lily Chang.

Ms. Chang’s firm, which received a $75,000-a-month contract from JPMorgan, appeared to have only two employees. And on the surface, Ms. Chang lacked the influence and public name recognition needed to unlock business for the bank.

But what was known to JPMorgan executives in Hong Kong, and some executives at other major companies, was that “Lily Chang” was not her real name. It was an alias for Wen Ruchun, the only daughter of Wen Jiabao, who at the time was China’s prime minister, with oversight of the economy and its financial institutions.

JPMorgan’s link to Ms. Wen â€" which came during a time when the bank also invested in companies tied to the Wen family â€" has not been previously reported. Yet a review by The New York Times of confidential documents, Chinese public records and interviews with people briefed on the contract shows that the relationship pointed to a broader strategy for accumulating influence in China: Put the relatives of the nation’s ruling elite on the payroll.

And the Wen family’s sway was not just political. After Ms. Wen’s father joined the inner circle of China’s rulers as vice prime minister in 1998, the family amassed a secret fortune through a series of partnerships and investment vehicles, a 2012 investigation by The Times found.

Now, United States authorities are scrutinizing JPMorgan’s ties to Ms. Wen, whose alias was government approved, as part of a wider bribery investigation into whether the bank swapped contracts and jobs for business deals with state-owned Chinese companies, according to the documents and interviews. The bank, which is cooperating with the inquiries and conducting its own internal review, has not been accused of any wrongdoing.

The investigation began with an examination of the bank’s decision to hire the daughter of a Chinese railway official and the son of a former banking regulator who is now the chairman of a state-controlled financial conglomerate. The contract with the consulting firm of Ms. Wen, 40, indicates that the bank’s hiring practices also touched the highest rungs of political power in China. Her father was prime minister from 2003 until earlier this year. Her mother has served as a government official with oversight of the nation’s gem and diamond industry. And since 2006, Ms. Wen’s husband has been an official at the China Banking Regulatory Commission, according to China Vitae, an online database.

For Ms. Wen’s consulting firm, Fullmark Consultants, the JPMorgan deal was lucrative. While many Hong Kong investment bankers were earning as much as $250,000 a year, JPMorgan paid Ms. Wen’s firm $900,000 annually from 2006 to 2008, records show, for a total of $1.8 million.

JPMorgan appeared to benefit from the relationship as well. Fullmark claimed in a confidential letter to the bank that it “introduced and secured” business for JPMorgan from the state-run China Railway Group, a construction company that builds railways for the Chinese government. The bank was an underwriter in the company’s 2007 initial public offering, which raised about $5 billion.

It is not known whether Ms. Wen’s father, Wen Jiabao, played any role in that deal. But as prime minister, he would have had ultimate responsibility for state-owned companies and their regulators.

Efforts to reach Ms. Wen and other members of her family were unsuccessful.

A spokesman for JPMorgan declined to comment. In a previous regulatory filing, the bank disclosed that authorities were examining “its business relationships with certain related clients in the Asia Pacific region and its engagement of consultants.”

Executives at JPMorgan’s headquarters in New York did not appear to be involved in retaining Fullmark, a decision that seemed to have fallen to executives in Hong Kong. And the documents reviewed by The Times do not identify a concrete link between the bank’s decision to hire children of Chinese officials and its ability to secure coveted business deals, a connection that authorities would probably need to demonstrate that the bank violated anti-bribery laws.

The Securities and Exchange Commission and the United States attorney’s office in Brooklyn, which are leading the investigation, both declined to comment on the case.

Underpinning their investigation is the Foreign Corrupt Practices Act, which effectively bars United States companies from giving “anything of value” to foreign officials to obtain “an improper advantage” in retaining business. In recent years, the S.E.C. and the Justice Department have stepped up their enforcement of the 1977 law, which is violated if a company acts with “corrupt” intent, or with an expectation of offering a job in exchange for government business.

It is unclear whether JPMorgan ever had such an upfront agreement. But the bank did briefly keep a document that tied some of its well-connected hires in China to revenue it earned from deals with Chinese state-owned companies, according to interviews and records that JPMorgan turned over to federal authorities.

The investigation comes at a difficult time for the bank, which is already under scrutiny from a number of agencies in Washington and abroad. JPMorgan recently reached a tentative deal with the Justice Department to pay a record $13 billion over its sale of troubled mortgage securities. It is also facing an investigation into its role as Bernard L. Madoff’s primary bank. The bribery investigation could take years. The S.E.C. and prosecutors have expanded their focus to other Asian countries, including Singapore and South Korea, looking at whether hiring practices that have become commonplace on Wall Street crossed a line at JPMorgan.

For the last two decades, Wall Street banks and multinational corporations operating in China have sought out so-called princelings as employees, consultants or partners in major Chinese business deals. Many banks talk freely about the ability of princelings to open doors and offer insights into government policies and regulations.

In 2006, JPMorgan established a program, called Sons and Daughters, according to interviews with people in New York and China, to have better control over such hires. But documents that the bank turned over to investigators showed that there were less stringent hiring standards for applicants from prominent Chinese families.

The children of China’s ruling elite, according to experts, have occasionally used government-approved aliases to protect their privacy while studying or traveling abroad. Ms. Wen used her alias for both schooling and business. According to government records, Ms. Wen holds two national identity cards with matching birth dates, one issued in Beijing under the name Wen Ruchun and a second issued in the northeastern city of Dalian, as Chang Lily.

Lily Chang was the name she used while studying for an M.B.A. at the University of Delaware, where she graduated in 1998, and also when she lived in Trump Place, the luxury apartment complex overlooking the Hudson River in Manhattan, according to public and university records.

Like the children of other senior Chinese leaders, she was courted by Wall Street. After securing her M.B.A., regulatory records show, she worked at Lehman Brothers and later Credit Suisse First Boston as Lily Chang. Separately, she held a stake in several private companies.

Ms. Wen’s work for JPMorgan was tied to her company, Fullmark Consulting. According to the documents reviewed by The Times, Fullmark was located on the ninth floor of Tower C2 at Oriental Plaza, a high-end retail and office complex in central Beijing.

Over the last decade, corporate filings show that the location also housed private companies that were either controlled by or affiliated with the Wen family. Some of those companies have held indirect stakes in Baidu, China’s biggest Internet search engine, and Ping An Insurance, the financial services giant.

Ms. Wen’s apparent partner at Fullmark, and a signatory to the JPMorgan consulting agreements, was a woman named Zhang Yuhong, a longtime Wen family friend and business partner who at one time held a large but indirect personal stake in Ping An. She also helped control Wen family assets in other industries, including diamond and jewelry ventures.

Little else is known about Fullmark or its other clients. When JPMorgan hired the firm in 2006, people briefed on the contract said, the consulting firm had already worked with at least one other major financial institution.

JPMorgan’s contract with Fullmark called for the consultant to “to promote the activities and standing” of the bank in China. According to Fullmark’s letter to JPMorgan, the consulting firm had three main tasks. One, it helped JPMorgan secure the underwriting job on the China Railway deal. It also advised JPMorgan about forming a joint venture with a Chinese securities firm and provided counsel on the “macroeconomics policy in mainland China.”

In that letter, which was undated but almost certainly sent to the bank once the contract had expired, Fullmark declared that it did not “have the intention to continue the consultancy service.” The letter, signed by Lily Chang and Zhang Yuhong, cited “personal reasons.”

During her two-year consulting stint, JPMorgan executives struck a series of deals with Chinese companies closely affiliated with Ms. Wen and her family. Like other big banks, JPMorgan held a stake in New Horizon Capital, a private equity firm co-founded by her brother, Wen Yunsong.

JPMorgan also invested its clients’ money in Ping An and served as an adviser to the giant company. Today, on behalf of clients, JPMorgan owns nearly $1 billion worth of the company’s shares. At the time of JPMorgan’s initial investment for clients, members of the Wen family held a large, hidden stake in Ping An through a complex network of Chinese investment vehicles, a stake that in 2007 was worth more than $2 billion, according to corporate filings reviewed by The Times.

JPMorgan also won an assignment in 2009 to help underwrite an initial public offering of BBMG, a large Chinese building materials company. BBMG’s largest shareholders included New Horizon Capital, the private equity firm of Ms. Wen’s brother, and Beijing Taihong, an investment vehicle controlled by a longtime business associate of the Wen family. After the shares rose after the company’s I.P.O., Ms. Wen became the largest shareholder in Beijing Taihong, according to a filing.

There is no indication from the documents reviewed by The Times that Ms. Wen brokered any of the deals or investments between JPMorgan and companies affiliated with her family. And it is unclear whether JPMorgan employees even knew about her family’s ties to some of those companies, because the Wen family often held secret stakes in companies through little-known investment vehicles.

Ms. Wen also kept some distance from the Fullmark documents. Her name does not appear in the contract, though she was a signatory on the undated letter concluding the relationship with JPMorgan.

The letter, sent around the time of the financial crisis, struck an optimistic tone. “We hope JPMorgan Chase will grasp the opportunities and become to be the winner in the financial crisis,” it read.



After Twitter #Fail, JPMorgan Calls Off Q. and A.

JPMorgan Chase helped take Twitter public last week. But on Wednesday evening, the banking giant got a taste of the social network’s power â€" in a very negative way.

The firm called off a question-and-answer session with James B. Lee Jr., its vice chairman and top deal maker, after Twitter users complied with its request for queries with a stream of ribald questions and hostile jokes.

A spokesman for the firm wrote in an email, “#Badidea! Back to the drawing board!”

Through its roughly year-old Twitter account, @JPMorgan began teasing a Q. and A. with a senior executive last week:

On Monday, the firm revealed that the respondent would be Mr. Lee, who was part of the team that worked on Twitter’s successful initial public offering.

The original idea â€" which had been kicked around the firm over the last few weeks, according to a person briefed on the matter â€" was to come up with an out-of-the-box way to use social media. The target audience was students, with Mr. Lee expected to focus on career advice.

Twitter’s prolific users had other things in mind. Over much of Wednesday afternoon, Twitter users asked an array of decidedly non-career-related questions of the bank, many unsuitable for a family audience.

Some subtly poked fun of the firm and its troubles, including the multibillion-dollar trading loss racked up by a trader nicknamed the London Whale:

Others attacked the firm’s ties to Washington and the White House:

Some took a more populist tack:

Others who have asked for user-submitted questions have often found themselves the butt of jokes, something JPMorgan is learning the hard way. Still, no one will lose their jobs over the fracas, the person briefed on the matter said.

All the same, while JPMorgan may have called off the Q. and A., users haven’t abandoned the #askjpm hashtag, with “questions” still flooding Twitter.



Tax Wizardry Accomplished With an Offbeat Merger

It used to be easier to avoid paying corporate taxes. Back in the 1990s, many corporations used tax shelters that had little economic substance other than to dodge tax liability. Aggressive enforcement actions by the Internal Revenue Service, coupled with changes in accounting and reporting requirements, have combined to make these shelters unattractive to most companies.

Yet the effective rate of tax paid by American corporations has not increased in recent years. Executives and tax directors have found other ways to avoid taxes, combining creative lawyering, aggressive valuation and a high tolerance for complexity.

These tax avoidance mechanisms are mostly legal and hide in plain sight, taking advantage of tax rules written in the days when assets were tangible and difficult to move, properties were sold rather than “monetized” and forms of business organization were fixed and simple.

For multinational corporations, the most common method of tax avoidance relies on moving intellectual property overseas, where profits derived from those assets can be sheltered in low-tax jurisdictions.

Other methods of tax avoidance have received less news media attention but are no less troubling. A recent deal by LIN Media, a media company backed by the private equity firm HM Capital Partners and the investment manager Royal W. Carson III, highlights two techniques. LIN Media owns 43 local television stations around the country, including the CBS affiliate WIVB in Buffalo, the Fox affiliate KHON in Honolulu and the CBS affiliate WISH in Indianapolis, along with other media assets.

In July, it merged with itself. Who knew this was possible? While the merger was trivial from a business standpoint, it generated half a billion dollars in tax losses that the company used to shelter its gain from an earlier deal and eliminate its tax liability.

From a technical standpoint, the former publicly traded parent company, the LIN Corporation, merged with a newly created limited liability company, LIN L.L.C. From a business standpoint, the deal was nonsensical. LIN’s shareholders exchanged their shares in the old company for shares in a new L.L.C., but the business was otherwise unaffected. The deal cost several million dollars in fees paid to bankers and lawyers and countless hours of time and attention from the company’s executives and advisers.

LIN Media did not respond to requests for comment.

Like the shelters of the 1990s, the LIN deal was motivated solely by tax considerations. Unlike those shelters, though, it has enough economic substance to possibly survive an audit.

It is not yet clear whether other companies will try to replicate LIN Media’s tax loss alchemy, but LIN’s advisers on the deal, at Deutsche Bank, promoted the deal in the context of other recent deals that were taxable to stockholders, including DE Master Blenders’ spinoff from Sara Lee, Tim Hortons’ move to Canada, and AON’s move to Britain. And LIN’s legal counsel, Weil, Gotshal & Manges, is known for representing financially troubled companies â€" precisely those companies that often have unrecognized tax losses on the books.

The roots of the deal go back to the late 1990s. LIN TV had monetized some assets through a “leveraged partnership” deal with General Electric and its NBC subsidiary. “Monetized” is banker language for a tax-free sale. Leveraged partnership deals have been popular for some time, often using a technical reading of the relevant tax statute that does not always hold up in court.

In 1998, LIN TV contributed assets to a joint venture with G.E. If LIN had sold the assets outright, it would have created a large taxable gain. Instead, a LIN affiliate guaranteed repayment of a billion-dollar note that the joint venture borrowed from GE Capital, allowing LIN to extract cash from the deal without paying an immediate tax bill. The joint venture was deemed worthless for accounting purposes back in 2008, but LIN stayed in the joint venture while looking for ways to shelter the deferred tax liability from the deal.

Unlike more abusive deals, LIN’s guarantee of the joint venture debt was real, and the liability weighed on the minds of LIN’s managers (and creditors) as the value of the joint venture’s assets continued to decline. Earlier this year, LIN paid $100 million to G.E. to unwind the partnership and get out from under its guarantee of the debt. Unwinding the partnership accelerated the deferred tax liability, which LIN estimated at about $715 million. At a tax rate of about 37 percent, LIN would have had to pay up to $212 million in taxes. For a company without a lot of cash, that created a real problem.

So how can you make more than half a billion dollars in taxable gain disappear?

The heart of the clever scheme lies in the tax attributes of LIN. The LIN Corporation owned 100 percent of its subsidiary, LIN Television, which in turn holds the stock of operating subsidiaries that have declined in value, creating potential tax losses. To free up those tax losses, LIN TV could have liquidated itself and its subsidiaries, distributing the underlying assets to shareholders. But LIN’s public shareholders hardly want to hold direct interests in a bunch of local television stations.

Instead, LIN came up with a plan to merge the parent company with a newly created L.L.C., leaving all the subsidiaries intact. The tax advisers determined that the deal would be treated as a taxable liquidation of the parent company, distributing the assets of the parent company to the shareholders, followed by a contribution of the subsidiary stock to the new L.L.C. The former shareholders of the LIN Corporation now hold the same number of units of LIN L.L.C., which trades on the New York Stock Exchange.

Because the deal was treated as a liquidation for tax purposes, the parent company can recognize its tax losses â€" the difference between the tax basis in its shares of the subsidiary and the fair market value of those shares, which can be determined from the trading price of the parent. Combined with some unrelated net operating losses, this paper loss of about $500 million appears to be sufficient to offset the tax gain from LIN’s unwinding of its partnership with G.E.

At first glance, the tax treatment might seem appropriate. After all, the tax loss was created when LIN’s assets declined in value â€" a real economic loss. But the beauty of the deal, from LIN’s perspective, is that the tax loss is probably preserved in the hands of the subsidiary and can be used to shelter income from tax in future years.

Indeed, the single economic loss is not just duplicated but potentially tripled: some shareholders of LIN may be able to recognize a tax loss on their exchange of shares of the parent company for shares in the new L.L.C., the parent company recognizes the tax loss on its shares in the subsidiary and the subsidiary preserves its tax loss for future use.

The tax result is striking when you consider what happened from an economic perspective: nothing. LIN’s shareholders continue to own 100 percent of the company, just as before. Indeed, for accounting purposes, the transaction is a nonevent.

The I.R.S. may have some options to challenge the deal, should it choose to do so. The merger of LIN into the L.L.C. has no real business purpose. In the context of reorganizations, courts have required parties to demonstrate a nontax business purpose for the deal as a precondition for tax-free benefits. Here, however, the deal is taxable, albeit one that generates tax losses, not gains. Thus, the requirement of a nontax business purpose may not apply.

Like other financial innovations, new tax strategies tend to spread quickly through bankers and lawyers. Congress may have to respond quickly.

Victor Fleischer is a professor of law at the University of San Diego, where he teaches classes on corporate tax, tax policy, and venture capital and serves as the director of research for the Graduate Tax Program. His research focuses on how tax affects the structuring of venture capital, private equity, and corporate transactions. Twitter: @vicfleischer



Carlyle-Backed Brazilian Tour Operator Plans Stock Offering

SÃO PAULO, Brazil - A planned stock offering of a Brazilian tour agency and operator backed by the Carlyle Group could raise as much as 1 billion reais ($428 million) for its existing shareholders, according to a filing on Wednesday.

Despite Brazil’s current economic woes, Carlyle and the company are betting that Brazil’s growing travel sector will remain attractive to investors as the country hosts next year’s World Cup and the 2016 Olympics, and as Brazil’s middle class grows.

The tourism company, CVC Brasil Operadora e Agência de Viagens, plans to list on the BM&FBovespa Novo Mercado, based in São Paulo.

The company, which says it is generating enough cash to continue growing, will not receive any of the proceeds from the offering. Instead, its existing shareholders plan to sell at least 33.75 million shares, representing about 26 percent of the company.

The Carlyle Group, through its Brazilian investment vehicle, will sell about 21.5 million shares, and the investment entity of the CVC founder, Guilherme Paulus, will sell nearly 11.5 million shares.

The company, which submitted a preliminary prospectus last month, also said Wednesday that the shareholders may sell an additional 11.8 million shares.

CVC tentatively expects to price at the offering at 18 to 22 reais. Based on the midpoint of the range, if the additional shares are included, the offering would raise 911.25 million reais.

CVC, founded in 1972, was Latin America’s top tourism company in 2012, according to the market research firm Euromonitor International.

Net income for CVC for the first nine months of this year was 71.8 million reais, compared with 78.2 million reais during the same period in 2012.

CVC said it would begin its roadshow Wednesday, and that the subscription period for investors in Brazil and the United States will be from Nov. 22 to Dec. 4. It anticipates expects to set the price of the offering on Dec. 5 and begin trading on Dec. 9.

Brazilian investment bank Itaú BBA is the lead underwriter with Morgan Stanley, Bank of America Merrill Lynch, BTG Pactual, and JP Morgan also participating.

After the offering, Carlyle, which acquired CVC in 2009, would retain control and remain its largest shareholder with more than 61 million shares.

This is CVC’s second attempt to list in Brazil. It suspended its initial effort in 2012 because of tough market conditions. Since then, it has replaced its president, bringing in Luiz Eduardo Falco, former head of the telecommunications firm Oi and executive with TAM.



Finance Lessons, From the World of Art Auctions

The record-busting $142 million sale by Christie’s of Francis Bacon’s triptych of Lucian Freud on Tuesday - not to mention the unprecedented New York auction total of almost $700 million - shows a contemporary art market in heady territory. It’s possible, if a bit tenuous, to extract a matching trio of lessons for the broader world of finance.

First, the whole can be worth more than the parts. Investor preferences as to corporate breadth versus focus change over time. But in art, the adage holds. After a 1970s breakup, the three slices of Bacon’s work were reunited. The result was a new auction record, surpassing the $120 million paid for Edvard Munch’s “The Scream” last year and the previous $86 million record for a Bacon, another triptych, set as the financial crisis was quietly taking hold in the spring of 2008.

Second, scarcity brings pricing power. Bacon wasn’t that prolific, and even he judged his triptychs to be among his best works. His rivalry-friendship with fellow artist Freud makes the subject matter interesting. And Christie’s says there’s only one other full-length Bacon triple portrait of Freud extant, with the three sections of a third such work now permanently scattered, including in museums in Israel and Iran.

Bacon is dead, too. The auction record for a living artist, also set on Tuesday night, was a mere $58 million for Jeff Koons’s “Balloon Dog (Orange).” For artists still working, even the trendiest of them, a discount is a fact of life.

Lastly, the rich really are getting richer. Rising inequality is one contributing factor. Another is easy money delivered by central banks, which pushes up asset prices, ensuring the wealthy feel even better off, while making interest rates on financial holdings unattractive, encouraging investment in things like paintings. There are more and more potential buyers for multimillion-dollar artworks. Seven bidders chased the Bacon, according to the New York Times.

The Christie’s sale bears out hedge-fund activist Dan Loeb’s contention, in criticizing strategy at Sotheby’s, that contemporary art is where the plutocratic action is. On Wednesday the Christie’s rival is selling a giant Andy Warhol car crash painting, the only one of a series of four still in private hands, estimated at up to $80 million. Sotheby’s will want the Warhol, along with the rest of its lots, to prove it has enough clout in contemporary art to keep Mr. Loeb at bay.

Richard Beales is assistant editor for Reuters Breakingviews. For more independent commentary and analysis, visit breakingviews.com.



Finance Lessons, From the World of Art Auctions

The record-busting $142 million sale by Christie’s of Francis Bacon’s triptych of Lucian Freud on Tuesday - not to mention the unprecedented New York auction total of almost $700 million - shows a contemporary art market in heady territory. It’s possible, if a bit tenuous, to extract a matching trio of lessons for the broader world of finance.

First, the whole can be worth more than the parts. Investor preferences as to corporate breadth versus focus change over time. But in art, the adage holds. After a 1970s breakup, the three slices of Bacon’s work were reunited. The result was a new auction record, surpassing the $120 million paid for Edvard Munch’s “The Scream” last year and the previous $86 million record for a Bacon, another triptych, set as the financial crisis was quietly taking hold in the spring of 2008.

Second, scarcity brings pricing power. Bacon wasn’t that prolific, and even he judged his triptychs to be among his best works. His rivalry-friendship with fellow artist Freud makes the subject matter interesting. And Christie’s says there’s only one other full-length Bacon triple portrait of Freud extant, with the three sections of a third such work now permanently scattered, including in museums in Israel and Iran.

Bacon is dead, too. The auction record for a living artist, also set on Tuesday night, was a mere $58 million for Jeff Koons’s “Balloon Dog (Orange).” For artists still working, even the trendiest of them, a discount is a fact of life.

Lastly, the rich really are getting richer. Rising inequality is one contributing factor. Another is easy money delivered by central banks, which pushes up asset prices, ensuring the wealthy feel even better off, while making interest rates on financial holdings unattractive, encouraging investment in things like paintings. There are more and more potential buyers for multimillion-dollar artworks. Seven bidders chased the Bacon, according to the New York Times.

The Christie’s sale bears out hedge-fund activist Dan Loeb’s contention, in criticizing strategy at Sotheby’s, that contemporary art is where the plutocratic action is. On Wednesday the Christie’s rival is selling a giant Andy Warhol car crash painting, the only one of a series of four still in private hands, estimated at up to $80 million. Sotheby’s will want the Warhol, along with the rest of its lots, to prove it has enough clout in contemporary art to keep Mr. Loeb at bay.

Richard Beales is assistant editor for Reuters Breakingviews. For more independent commentary and analysis, visit breakingviews.com.



Goldman Sachs Promotes 280 to Managing Director

Goldman Sachs has promoted 280 executives to managing director, one step down from the brass ring of partner. Promotions are up 5 percent over last year, when the firm named 266 employees managing director.

The securities business had more promotions (94 employees) than any other division. Seventy-four came from operations, legal and compliance, 51 came from investment banking, 39 came from investment management, 14 from research and 8 from merchant banking, according to a Goldman spokesman.

About 20 percent of all employees were women.

While the title of “managing director” is common among Wall Street firms, the title of “partner” is not. At Goldman, the term “partner” is also known as “participating managing director.”

The promotion takes effect in January and typically translates to a base salary of $500,000, although bonuses can add significantly more. Speaking at the Bank of America-Merrill Lynch conference on Tuesday, Lloyd C. Blankfein, the firm’s chief executive, said that Goldman could cut bonuses and maintain staff because of how well the company rewards employees when times are good.

GOLDMAN’s NEW MANAGING DIRECTORS
Source: Goldman Sachs
Katherine Abrat Lin Ding Victor Klimchenko Michael Rendel
Afsheen Afshar Rohan Doctor Gordon Kluzak Osmin Rivera
Puneet Agarwal Anthony Duggan Heidi Kniesel Ludovic Rodhain
Sergio Akselrad Sinead Dunphy Kimiyasu Kono Javier Rodriguez-Alarcon
Philip Aldis Michael Durso Joseph Konzelmann Cosmo Roe
Jean Altier Bohm Michael Eakins Eric Kramer Andrew Rosivach
Margaret Anadu Mike Ebeling Pavel Krotkov Jennifer Roth
Vishweshwar Anantharam Kene Ejikeme Rohit Kumar Armin Rothauser
Alexi Antolovich Simon Ennis Yojiro Kunitomo Jonathan Rousse
Silvia Ardagna Ashley Everett David LaBianca John Ryan
Matthew Armas Amir Fais Jonathan Lamm Yassaman Salas
Anthony Arnold Joseph Femenia Adam Lane Tom Scarpati
Yacov Arnopolin Ivan Fillon Risa Lederhandler Joao Schmidt
Celine Assouline Andrew Fisher Andrei Legostaev Rachel Schnoll
Roberto Awad Andrew Flahive Matt Leisen Marc Schreiber
Amin Azmoudeh Brian Fortson Vincenzo Lento Bruce Schwartz
Davie Baccei Bridget Fraser Wesley LePatner Lyle Schwartz
Eric Bai Olivier Frendo Xufa Liao Anshul Sehgal
Taran Bakker Gedaliah Friedenberg Brian Liloia John Semczuk
Paddy Balasubramanian Nicolas Friedman Reginaldo Lima Hideyuki Seo
Kevin Barker James Fulton Marcel Liplijn Jonathan Shapiro
Lindsay Basloe Roger Gardiner Malcolm MacDonald Johann Shudlick
Peter Beckman Grace Ge John Marshall Andrew Silverman
Collin Bell Matija Gergolet Jonathan Matz Brian Singer
Navtej Bhullar Phil Giuca Patty McCarthy Jeremie Sokolowsky
Francois-Xavier Bouillet Brian Glass Michael McGinn Simone Song
Douglas Bouquard Ward Glassmeyer Alan McLean William Stamatakis
David Bowen Craig Glassner Olympia McNerney Jari Stehn
Elizabeth Bowyer Nicholas Godfrey Scott Mehling Jeremy Stent
Sarah Brungs Lawrence Grassi Noa Meyer Alan Stewart
Michael Bruun Jett Greenberg Alexandra Miani Daniel Strack
Beat Cabiallavetta David Gribble Jung Min Alexandra Stubbings
Niharika Cabiallavetta Benjamin Grizzle Jerry Minier Masato Sunaga
John Cahill Anil Grover (LCA Tech) Anthony Mirabile Takaaki Suzuki
Greg Calnon Fredrik Grunberger Anindya Mohinta Chia Min Tan
Robert Camacho Dominic Gurney Mike Mooney Robert Tau
David Campbell David Ha Sam Morgan Sujay Telang
Thomas Campbell Kirsten Hagen Will Morgan Baris Temelkuran
Michael Casey Digboloy Halder Peter Morreale Rene Theriault
John Cassidy Phillip Han Rick Morris (Securities) Bart Thomson
Pascal Cerf Sarah Harper Piyush Mubayi Cassandra Tok
Tiffani Chambers Nick Hartley Kaushik Murali Alex Tomas
Sharmini Chetwode Hunter Henry Mark Najarian Karen Trapani
Patricia Chew Debra Herschmann Josh Newsome Kamakshya Trivedi
Travis Chmelka Michael Hickey Logan Nicholson Emma Tsui
Lisa Coar Michael Higgins Mike Nickols Ervin Tu
Charles Cognata Axel Hoefer Sergei Nodelman John Tully
Dahlia Cohen Judy Hong Jolie Norris Thomas Turner
Rod Colburn Tim Hooley Edward Oakley Michael Ungari
Peter Colven Erdit Hoxha Timothy O’Donovan Krishnamurthy Vaidyanathan
Stuart Connolly James Huckaby Brian O’Keeffe Anilu Vazquez-Ubarri
Stephen Considine Michael Husson Mark Olivier Sofie Wacha
Damien Courvalin Maximos Iakovlev Stephen Orr Scott Walter
Nora Creedon Inci Isikli Bartosz Ostenda Bryce Wan
Alicia Crighton Omer Ismail Enrico Ottavian James Wang
Adam Crook (Securities) Glade Jacobsen Hiroshi Ozawa Kent Wasson
Piers Curle Sumedh Jaiswal Matthew Papas Michael Watts
Michael D’Addario Michael Jalkut Muir Paterson Stephen Waxman
Aneesh Daga Channa Jayaweera Cyrille Perard Connie Wen
Matt Dailey Derek Jean-Baptiste Chris Perez Colin White
Viktor Danielson Chito Jeyarajah Amit Pilowsky Kyle Williams
Eric Dann Jessica Jones Nick Pomponi Stephen Withnell
Suzanne de Verdelon Sami Kamhawi Brandon Press Audrey Woon
Banu Demirkiran Geraldine Keefe Ken Prince Chiharu Yamagami
Michael Deninno Zaid Khaldi Elizabeth Pritchard Suzzanne Yao
Stratford Dennis Talat Khan Grant Purtell Rana Yared
Anthony DeRose Gautam Khanna Don Raab Bervan Yeh
Arun Dhar Robert Kimmel Radovan Radman Tony Yip
Scott Diamond Hiroki Kimoto Mohan Rajagopal Emi Yoshibe
Rachel Diller Gil Klemann Neema Raphael Vladimir Zakharov


Coffey to Join Kramer Levin, in a Return to Practicing Law

John P. Coffey stood behind the lectern in a federal courthouse in Lower Manhattan this summer, firing off pointed questions and composing hand-drawn diagrams to defend his client, the former Goldman Sachs trader Fabrice Tourre.

Though Mr. Tourre lost the case, Mr. Coffey, who is known as Sean, caught the attention of the white-collar bar, and of one law firm in particular.

That firm, Kramer Levin Naftalis & Frankel, is expected to announce on Thursday that it has hired Mr. Coffey to be the chairman of its complex litigation group. The move, effective on Dec. 1, cements a return to active law practice for Mr. Coffey, a longtime litigator who recently worked at an investment firm.

“Getting up in court during the Fabrice Tourre trial brought home to me that that’s what I ought to be doing,” Mr. Coffey, 57, said in an interview. “I’m pleased to be going to a firm that not only has outstanding litigators but also folks who are not afraid to take a case to a jury.”

Mr. Coffey gained prominence as a plaintiffs’ lawyer at Bernstein Litowitz Berger & Grossmann, extracting $6.2 billion from big banks in the wake of WorldCom’s collapse. But he also has experience as a defense lawyer, and he will do both types of work at his new firm.

After an unsuccessful campaign for New York State attorney general and a stint as an investor in commercial lawsuits, Mr. Coffey returned to the legal spotlight in Mr. Tourre’s trial, working alongside Pamela Chepiga, a partner at Allen & Overy. Mr. Coffey, though, was not affiliated with a major firm, having created a solo law office for that case.

His new employer, a midsize firm that opened in 1968, is home to a number of prominent white-collar lawyers, including Gary P. Naftalis, who recently represented Rajat K. Gupta in an insider trading case. (Mr. Gupta, a former director of Goldman Sachs and Procter & Gamble, was found guilty last year of conspiracy and securities fraud.)

Mr. Coffey said he fielded calls from several law firms after the trial this summer, in which the Securities and Exchange Commission accused Mr. Tourre of misleading investors about a mortgage security that ultimately failed. In particular, Mr. Coffey won plaudits for his aggressive style in grilling the government’s witnesses.

“He had devastating cross-examinations. That is a skill that few people have,” said Barry H. Berke, a partner at Kramer Levin who is currently representing Michael S. Steinberg, a former portfolio manager at the hedge fund SAC Capital Advisors. “He’s going to light the bar on fire.”

Mr. Berke has observed Mr. Coffey as both an adversary and a colleague. In 1991, as a newly minted assistant United States attorney for the Southern District of New York, Mr. Coffey secured a guilty plea from a client of Mr. Berke in a narcotics case.

The two have crossed paths a number of times since then, with Mr. Berke serving as chairman of Mr. Coffey’s campaign for New York attorney general in 2010. They also worked together on President Obama’s campaigns in 2008 and 2012, manning his litigation “war room” in Chicago.

After losing his bid for attorney general, Mr. Coffey helped start BlackRobe Capital Partners, an investment firm that put money behind commercial lawsuits. At the time, he said he had no immediate plans to return to practicing law.

But after closing BlackRobe this year, Mr. Coffey was back in the courtroom. A graduate of the United States Naval Academy at Annapolis who once tracked Soviet submarines during the Cold War and was a personal military assistant to then-Vice President George H. W. Bush, Mr. Coffey said the experience brought back a familiar thrill.

“Getting ready for trial â€" it appeals to my warrior instinct,” Mr. Coffey said. “It was just a rush.”



Perella Weinberg Hires Goldman Sachs Managing Director

Perella Weinberg Partners has hired Jonathan Prather, a managing director in Goldman Sachs’s global industrials group, as a partner in its advisory business.

Mr. Prather will continue to focus on the paper and forest products sector, as well as packaging and building products clients.

Mr. Prather joined Goldman in 2006 and worked on a number of major merger advisory transactions, including Solo Cup’s $1 billion sale to the Dart Container Corporation and Plum Creek Timber’s recent deal to purchase land from the MeadWestvaco Corporation.

“Jonathan is an experienced industrial sector banker, and we are pleased to welcome him to the firm,” Peter Weinberg, a former partner at Goldman Sachs and a founding partner and head of advisory at Perella Weinberg, said in a release on Wednesday. “Industrials is a large M.&A. sector with many subsectors, and Jonathan’s extensive knowledge and deep expertise advising clients in the space further augments our systematic coverage of this segment.”

Before joining Goldman, Mr. Prather was a director in UBS’s global industrials group. He has an M.B.A. from Harvard Business School.

Some of Perella’s recent industrial advisory work included Kajima Corporation’s sale of the real estate company Industrial Developments International to Brookfield Property Partners of Canada for $1.1 billion. The firm is also helping to manage Anadarko Petroleum Corporation’s strategic relationship with the chemical company Tronox.



Chegg Falls in Debut, but Chief Remains Ebullient

Chegg stumbled in its market debut, but its chief executive is staying upbeat.

As of midday on Wednesday, shares in the education company were down 20 percent, at $9.96. That’s significantly below its initial public offering price of $12.50, which was above expectations.

It’s an inauspicious debut by any measure. But Dan Rosensweig, Chegg’s chief executive, played down the importance of the first-day trading price. More important, he insisted, was setting up the company for future success.

“It’s another day in a long journey,” he said in a telephone interview. “This was just a financing, just another step.”

(He may also have been upbeat because Wednesday was his 25th wedding anniversary.)

Mr. Rosensweig describes the opportunity that Chegg has to tap a $1 trillion industry: education. Founded in 2005, Chegg focuses primarily on renting textbooks for a semester at a time, with 180,000 titles in its catalog.

But the company is building its electronic services, which it sees as its future. It offers more than 100,000 electronic textbooks and has rolled out offerings like helping high school students find colleges and scholarships.

During Chegg’s two-week roadshow, Mr. Rosensweig said, investors showed enthusiasm for the start-up’s focus on education. And going public has allowed the company to simplify its balance sheet and raise $187.5 million to help expand.

“It puts us significantly ahead of where we would be if we stayed private,” he said.

And Mr. Rosensweig downplayed concerns that others, like Amazon.com, might move into Chegg’s business through offerings like electronic textbooks.

“Anyone who’s competing with our business isn’t competing on the broader vision,” he said.



Brazilian Oil Company Sells Peruvian Subsidiary to Chinese Company

Brazil’s state-controlled oil company Petrobras announced on Wednesday morning that it was selling all of its Peruvian subsidiary, Petrobras Energia Peru, to the China National Petroleum Company for $2.6 billion.

The move is aimed at shoring up Petrobras’s balance sheet. The company’s production has been stagnant for years, despite huge offshore discoveries in 2007. The government has also hurt Petrobras’s cash flow by forcing it to sell gas and diesel domestically at below global market prices.

The company’s debt is already nearly 35 percent of its equity, the level at which ratings agencies may downgrade the firm. So its ability to raise funds on the capital markets is limited.

The company announced last year that it would raise $9.9 billion through asset sales. This year, it has already sold small exploration blocks in the Gulf of Mexico and sold assets in Africa to Brazilian investment bank BTG Pactual for $1.49 billion.

Luana Helsinger, petroleum analyst with the Brazil branch of the Mexican brokerage Grupo Bursátil Mexicano, said Wednesday’s sale was a success for Petrobras.

“To meet their fund-raising goal, they had to make a big asset sale,” she said. “This will give them some breathing room to focus on investments in Brazil.”

Ms. Helsinger said the company’s finances would remain under pressure until the government permitted it to raise domestic fuel prices â€" a move she said she expected to come when the board of directors, headed by Brazil’s finance minister Guido Mantega, meets Nov. 22.

JPMorgan, in a research note on Wednesday, also called the deal a “positive for the company” but said that “we view asset sales as a way to cover for the lack of cash generation” caused by the “misalignment” in domestic fuel prices.

For the Chinese oil company, JPMorgan wrote, “The transaction increases its bias to South America, a target region for overseas investment.”

The sale comes as Petrobras is attempting to carry out one of the most aggressive corporate investment plans in the world. The company intends to invest $237 billion from 2013 to 2017 as it aims to more than double petroleum production to 4.2 million barrels a day by 2020.

Ms. Helsinger said the company’s near-term investments are mostly on schedule, production is finally showing signs of growth and its 2020 production target appears realistic.

For China, the purchase is another step in what appears to be a long-term plan to acquire energy resources in Latin America. The China National Petroleum Company, together with another state-controlled company, the China National Offshore Oil Corporation, each bought a 10 percent share of exploration and production rights to a giant Brazilian offshore petroleum field named Libra in October.

For that deal, the two Chinese companies each had to pay $700 million upfront and will each have to pay 10 percent of the development costs for the field, estimated at $200 billion to $300 billion over the next 35 years.



Hector Sants Resigns From Barclays

LONDON - Barclays said on Wednesday that Hector W. Sants would not return to his post as compliance chief after taking a leave of absence because of exhaustion and stress last month.

Mr. Sants, a former head of Britain’s financial regulator, resigned after concluding that he would not be able to return to work in the near term, Barclays said in a statement.

Barclays also said that its chief operations and technology officer, Shaygan Kheradpir, decided to leave to run a bank based in the United States. Darryl West, Barclays’ chief information officer, will take over from Mr. Kheradpir on an interim basis. Mr. Sants’ responsibilities will be taken on temporarily by Allen Meyer, head of compliance of the corporate and investment banking unit.

The departures are a setback for Barclays chief executive Antony P. Jenkins, who set out to change the bank’s culture and improve compliance after Barclays faces a string of legal issues, including a $450 million fine last year for its role in the manipulation of the benchmark rate, the London interbank offered rate, or Libor.

During his 10 months months at Barclays, Mr. Sants started to review the bank’s risk-taking activities. Mr. Jenkins said in a statement Wednesday that Mr. Sants “made significant progress towards creating a world class compliance function at Barclays and in improving our relationships with regulators and governments.”

Mr. Sants is not the only senior financial executive in London to take a leave in recent years because of stress. But his resignation stands in contrast to António Horta-Osório, the chief executive of the Lloyds Banking Group, who returned to the bank after a two-month leave at the beginning of 2012.



Airline Merger on Track to Close

The planned merger of American Airlines and US Airways became all but certain on Tuesday after the airlines reached a deal with the Justice Department two weeks before a scheduled trial, Jad Mouawad and Christopher Drew report in The New York Times. The deal, coming after months of setbacks and delays, paves the way for the creation of a third major global airline that can compete with United Airlines and Delta Air Lines.

The combination “opens a chapter in the history of the airline industry’s deregulation, leaving a handful of airlines to control most domestic and international flights â€" American, Delta, United and the domestic giant Southwest Airlines. The Justice Department said the agreement would foster competition at busy markets like Washington and New York, opening opportunities for lower-cost carriers,” Mr. Mouawad and Mr. Drew write. “But analysts questioned how much competition would be created. George Hoffer, a transportation economics professor at the University of Richmond, said the merger effectively took one major competitor out of the market. That could result in subtle fare increases in many markets and fewer flights, he said.”

Investors cheered the agreement, sending airline stocks higher. The settlement still needs to be approved by the Federal District Court in the District of Columbia and by the judge overseeing American’s bankruptcy proceeding. Still, the airlines are now confident they can close the deal by mid-December.

IN LEMONADE STAND, TRANSFORMATION OF THE CORPORATION  | A 9-year-old girl named Vivienne Harr, one of the three guests of honor who rang the opening bell at Twitter’s debut on the New York Stock Exchange last week, is a revolutionary “who may change the way nonprofits and perhaps even companies are run,” Steven M. Davidoff writes in the Deal Professor column. After her parents showed her a picture by the photographer Lisa Kristine of two young Nepalese boys hauling huge rocks on their heads down a mountain, she started a lemonade stand to raise money to end child slavery. Her father, Eric Harr, a social media expert, led a media-savvy Twitter campaign that attracted national attention for Vivienne’s cause.

“What makes this feel-good story really interesting is what happened next. Instead of moving on, or even forming a nonprofit to continue those goals, Mr. Harr and his wife, as well as Vivienne, formed a business around this cause. Mr. Harr raised $982,000 in financing and incorporated Make a Stand. He quit his job and is now the chief executive. Make a Stand sells fair-trade, organic lemonade,” Mr. Davidoff writes. “But this is not all about profit. The Harrs took advantage of new laws adopted by the State of Washington that created a type of corporate entity called a special purpose corporation, which is intended to earn a profit for shareholders, but can take into account other social constituencies, such as a charity.”

“If you look at the company’s website or product, there is no doubt that the charitable mission is the sales pitch. Make a Stand may be selling delicious lemonade, but the hook to getting people to buy it and setting the company apart is the worthy cause. The lemonade sold online at the company’s website has no set price â€" customers are asked to pay what they want. This is pure marketing genius as it also builds on the premise of donating and generosity on which charities thrive. In the words of Mr. Harr, ‘no one ever pays less’ because of the cause. People don’t just want a product these days, they want a cause, and Make a Stand delivers.”

ON THE AGENDA  |  Shares of Extended Stay America are expected to begin trading on the New York Stock Exchange after being priced at $20 each in an initial public offering on Tuesday. Chegg, a start-up focused on textbook rentals and academic services, is also expected to have its trading debut on the N.Y.S.E., after pricing its shares at $12.50 each. Macy’s reports earnings before the market opens, while Cisco Systems and Re/Max Holdings report earnings this evening. Timothy J. Sloan, the chief financial officer of Wells Fargo, is on CNBC at 3:30 p.m.

BACK INJURY DELAYS FOOTBALL PLAYER I.P.O.  | Fantex, the start-up promoting initial public offerings of National Football League stars, said that it was putting off its stock offering of Arian Foster, the running back for the Houston Texans, DealBook’s Peter Lattman reports. Mr. Foster was placed on injured reserve and is expected to have surgery to repair a ruptured disc. The decision is a significant blow to Fantex, which introduced its novel business last month.

Mergers & Acquisitions »

Investor Says Men’s Wearhouse Will Review Merger With Jos. A. BankInvestor Says Men’s Wearhouse Will Review Merger With Jos. A. Bank  |  Men’s Wearhouse and its investment bankers plan to review a number of strategic options, including an unsolicited $2.3 billion takeover bid by rival Jos. A. Bank, a big investor in the retailer said on Tuesday. DealBook »

Live Nation in Talks to Buy Managers of Music Acts  |  The New York Times reports: “Live Nation Entertainment, the giant concert company that includes Ticketmaster, is in advanced negotiations to buy the management companies behind U2 and Madonna, according to several people with direct knowledge of the talks.” NEW YORK TIMES

To Top JPMorgan Deal Maker, Mergers Still Look StrongTo Top JPMorgan Deal Maker, Mergers Still Look Strong  |  James B. Lee Jr., JPMorgan Chase’s vice chairman and chief deal maker, argues that the number of big deals disclosed in 2013 is the largest it has been in years. DealBook »

Starbucks to Pay Kraft $2.75 Billion, Ending Dispute  |  The New York Times reports: “Starbucks said on Tuesday that it would pay Kraft Foods $2.75 billion, ending a long-running spat over an agreement the two food titans had for distribution of Starbucks packaged coffee in grocery stores.” NEW YORK TIMES

Despite Bumps, Tire Deal Still Makes Sense  |  While Cooper Tire and Rubber and Apollo Tyres are locked in a legal battle over a $35-a-share takeover offer, the deal still has justification, even at a lower price, Una Galani of Reuters Breakingviews writes. REUTERS BREAKINGVIEWS

For Tumblr’s Young Founder, Education in Wall Street’s WaysFor Tumblr’s Young Founder, Education in Wall Street’s Ways  |  David Karp said that being bought by Yahoo had given him an education in how public companies, and merger advisers, work. DealBook »

INVESTMENT BANKING »

Regrets? Blankfein Has One  |  Lloyd C. Blankfein, the chief executive of Goldman Sachs, said at an industry conference on Tuesday that he regretted the bank’s involvement in certain collateralized debt obligations before the financial crisis, Reuters reports. REUTERS

Goldman’s Bet on Hedge Funds  |  The Financial Times reports: “Goldman Sachs is betting that the hedge fund industry can attract more investors despite its recent performance record - by raising money for a second incarnation of one of its highest-profile investment vehicles, Petershill.” FINANCIAL TIMES

Citadel’s Griffin Advocates Breaking Up BanksCitadel’s Griffin Advocates Breaking Up Banks  |  Kenneth C. Griffin, the founder and chief executive of Citadel, says the size of some of Wall Street’s largest institutions has created management challenges and regulatory difficulties. DealBook »

Fink Worries About Implications of Health Care LawFink Worries About Implications of Health Care Law  |  Laurence D. Fink, the chief of BlackRock, said the financial effect of the Affordable Care Act was potentially more significant than the “noise about whether the website works or not.” DealBook »

Jarrett Promises Outreach to Business LeadersJarrett Promises Outreach to Business Leaders  |  Valerie Jarrett, a senior adviser to President Obama, pointed out that “millions of Americans” have already benefited from the health care law. DealBook »

Diller on Banks, Snowden and His Broadcasting Start-UpDiller on Banks, Snowden and His Broadcasting Start-Up  |  Barry Diller, the IAC chief who was the leadoff speaker at DealBook’s Opportunities for Tomorrow Conference on Tuesday, touched on more than a few hot-button topics. DealBook »

Nomura to Add More Bankers to Its Americas ArmNomura to Add More Bankers to Its Americas Arm  |  The Japanese firm has hired six more high-ranking investment bankers as it continues an expansion of its business in the Western Hemisphere. DealBook »

PRIVATE EQUITY »

TPG Shakes Up Leadership in Asia  |  Reuters reports: “One of the world’s biggest private equity firms, TPG Capital, is reshuffling its senior ranks in Asia as it battles to finish raising money for its latest regional fund and bridge the gap with rivals.” REUTERS

Rubenstein Not Planning a Retirement Party Just YetRubenstein Not Planning a Retirement Party Just Yet  |  David M. Rubenstein, the co-founder and co-chief executive of the Carlyle Group, and David Bonderman, founding partner at TPG Capital, discussed the future of private equity, not succession plans at their firms. DealBook »

HEDGE FUNDS »

Investors Aim to Take Over Much of Fannie and Freddie  |  The Financial Times reports: “A group of hedge funds and private equity companies is preparing a proposal to take over large parts of Fannie Mae and Freddie Mac, in an attempt to end a bitter dispute with the Treasury, which has controlled the United States housing finance agencies for five years.” FINANCIAL TIMES

When Facing Activist Investors, Fight Has Gone 24/7When Facing Activist Investors, Fight Has Gone 24/7  |  During a panel on investor activism, corporate advisers noted that Twitter and modern technology have changed the nature of boardroom battles. DealBook »

Loeb Sees No Mistakes in His StrategyLoeb Sees No Mistakes in His Strategy  |  “I can’t think of a time in our experience where we misstepped,” Daniel S. Loeb, the manager of Third Point, said on Tuesday. DealBook »

I.P.O./OFFERINGS »

Extended Stay America Prices I.P.O. at $20 a ShareExtended Stay America Prices I.P.O. at $20 a Share  |  The hotel operator priced its initial public offering on Tuesday at $20 a share, in the middle of its expected range. At that price, the company will have raised $565 million and will be valued at $4 billion. DealBook »

Chegg Prices Its I.P.O. at $12.50 a ShareChegg Prices Its I.P.O. at $12.50 a Share  |  At that price, the eight-year-old company, which focuses on textbook rentals and academic services, will have raised $187.5 million in its market debut. The I.P.O. will also value it at nearly $1.1 billion. DealBook »

VENTURE CAPITAL »

Elon Musk’s Next Blue-Sky IdeaMusk’s Next Blue-Sky Idea  |  Elon Musk, the creator of the Tesla electric car, has set his sights on something higher: an electric airplane that can take off and land vertically. DealBook »

LEGAL/REGULATORY »

Federal Regulators Unveil Rules on Their Sometime Proxies, Bank ConsultantsFederal Regulators Unveil Rules on Their Sometime Proxies, Bank Consultants  |  The Office of the Comptroller of the Currency has adopted rules for how banks employ the groups sometimes called Wall Street’s “shadow regulators.” DealBook »

Bank Records Sought in Offshore Tax Inquiry  |  A federal judge gave the government permission to seek data from five Wall Street banks on American clients suspected of hiding assets at an unrelated Caribbean bank. DealBook »

Yellen’s Challenge at Fed: Communicating With Investors  |  On Thursday, when Janet L. Yellen appears before the Senate Banking Committee, she will face questions over whether “the Fed under her leadership can communicate more clearly than it has managed to do in recent months â€" and whether that is the best the Fed can do to lift the economy from its enduring malaise,” The New York Times writes. NEW YORK TIMES

S.E.C. Tries New Tack in Hedge Fund Fraud CaseS.E.C. Tries New Tack in Hedge Fund Fraud Case  |  The Securities and Exchange Commission has agreed to defer the prosecution of a small hedge fund accused of fraud â€" a new tool to encourage people under investigation to cooperate. DealBook »

Bharara on His Wealth, Prosecutions and ‘Pulp Fiction’Bharara on His Wealth, Prosecutions and ‘Pulp Fiction’  |  Preet Bharara dismissed any speculation that he would step down as United States attorney, and instead quoted a Samuel L. Jackson character when asked about his future. “I’m going to walk the earth,” he said. “Like Caine in ‘Kung Fu.’” DealBook »

Michigan Senator Critical of ‘Continuing Litany of Deception’ on Wall StreetMichigan Senator Critical of ‘Continuing Litany of Deception’ on Wall Street  |  Senator Carl Levin, a member of the Senate Permanent Subcommittee on Investigations, pointed to what he saw as broad, deep-seated “cultural failures” on Wall Street. DealBook »

A Candid Discussion of Dodd-FrankA Candid Discussion of Dodd-Frank  |  The financial overhaul law still has issues of clarity and public perception, according to some business leaders. DealBook »

Obama Nominates Treasury Official as Top Derivatives RegulatorObama Nominates Treasury Official as Top Derivatives Regulator  |  President Obama nominated Timothy G. Massad, who oversaw the unwinding of the government’s bailout program, to succeed Gary Gensler at the Commodity Futures Trading Commission. DealBook »