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Revolution Fund Invests in Sweetgreen Salad Chain

Venture capitalists are increasingly taking an interest in the food business, with several start-ups trying to bring fresh thinking to what consumers put on their plates.

Now, Stephen M. Case, the investor who co-founded AOL, is betting on a company that he thinks has the potential to become a leading restaurant chain.

The Revolution Growth fund, which Mr. Case started with two former AOL colleagues, announced on Wednesday a $22 million investment in Sweetgreen, a “farm-to-table” salad chain based in Washington. Mr. Case will join the board of Sweetgreen and act as an adviser to its founders, according to the announcement.

The company, founded in 2007 by three Georgetown University graduates, has expanded to 22 restaurants across the East Coast. It is using the fresh capital to help finance its continued growth, which includes the planned addition of restaurants in New York, Philadelphia and Boston.

“The food industry is ripe for disruption,” Mr. Case, who previously made an angel investment in Sweetgreen, said in an interview.

His fund’s bread and butter, so to speak, is technology companies, and this investment is its first related to food. Revolution, which, like Sweetgreen, is based in Washington, is taking a “meaningful minority stake” in the company, Mr. Case said.

In certain ways, Sweetgreen has used technology in its business. It recently introduced a mobile payments and rewards app, for example, that it says is used by one in five of its customers.

Mr. Case also noted that two successful initial public offerings this year were of food companies: the sandwich shop Potbelly and the restaurant chain Noodles & Company. He also pointed to the success of Starbucks and Chipotle, as well as the yogurt maker Chobani.

“I do think there will be a Chipotle equivalent in the healthy dining category,” he said. “I think Sweetgreen is well positioned to be that iconic brand in this next wave.”

In addition to offering salads in a casual setting, Sweetgreen tries to engage its customers by advertising its commitment to local farmers and sustainability. The company also started a music and food festival, Sweetlife, featuring trendy musicians and a certain back-to-the-land vibe.

Nicolas Jammet, one of the three founders, said the salad shops sought to combine convenience with an aspirational brand.

“We had this problem in our daily lives where we had nowhere to eat that was cool and fit our values,” Mr. Jammet said in an interview. “The idea was to create a place where you could have a conscious and healthy experience and still enjoy it.”

He and his co-founders, Jonathan Neman and Nathaniel Ru, also had another motive.

“We loved the idea of creating something and not going to work for a consulting firm or an investment bank,” Mr. Jammet said.



What Bankruptcy Means for Detroit

City officials hope a judge’s ruling allowing bankruptcy will release Detroit from the grip of creditors and move it toward recovery.



Video: Attacks From a Credit Ratings Agency

Two years ago, Sean Egan, the managing director of the credit ratings agency Egan-Jones, criticized the investment bank Jefferies on CNBC, Fox Business Network and Bloomberg Television. Below are excerpts and video from some of those appearances.

Nov. 3, 2011 on Bloomberg Television Mr. Egan said that the major issue in downgrading Jefferies was the investment bank’s 13-to1 leverage.

“In the case of Jefferies, the operating environment has changed. They’re a medium-sized broker-dealer and post the MF Global bankruptcy, isk managers are looking at exposures.”

Nov. 17, 2011 on Fox Business Network In the wake of the MF Global scandal, Mr. Egan defended the ratings cut for Jefferies, citing the investment banks’ leverage and sovereign debt holdings.

The genesis of issuing our report on Jefferies was MF Global. It wasn’t a group of people wanting to beat down Jefferies. In fact, we come to this with clean hands. We just want to protect our clients.

Watch the latest video at video.foxbusiness.com

Dec. 20, 2011 on CNBC After Jefferies reduced their leverage, Mr. Egan said that he still wanted to see the investment bank’s latest financial results.

“Regardless of how clean a balance sheet one can claim they have, in this current climate people are very nervous and I believe everyone’s balance sheet is under pressure to come down.”



Trader’s Defense Lawyer Challenges Memory of a Crucial Witness

Jon Horvath has been positioned as a star witness for federal prosecutors in the insider trading trial of Michael S. Steinberg, his former boss at SAC Capital Advisors. But under questioning by the defense on Tuesday, Mr. Horvath, a former analyst at SAC, acknowledged having some memory lapses, potentially undercutting some of his credibility.

Under questioning by Mr. Steinberg’s lead lawyer, Barry H. Berke, Mr. Horvath was unable to recall when he created a document titled “Jon’s trading rules” and when he wrote some of the rules for himself.

“I don’t remember exactly when I wrote this,” said Mr. Horvath, who worked for Mr. Steinberg for about five years and has testified he provided his boss with inside information about several stocks, including Dell Inc. and Nvidia. “It sounds like something I wrote, but I don’t remember when I wrote it.”

Mr. Berke, in challenging Mr. Horvath’s memory about his “trading rules,” sought to undermine some of the former analyst’s previous testimony about how he felt pressured by Mr. Steinberg to begin providing inside information about technology stocks in summer 2007.

Mr. Horvath, who pleaded guilty to securities fraud charges in September 2012, is testifying against his former boss in the hopes of getting a lenient sentence or avoiding jail time altogether.

The insider trading trial of Mr. Steinberg, 41, in federal court in Manhattan comes a few weeks after SAC Capital, the hedge fund founded by Steven A. Cohen, pleaded guilty to securities fraud charges, while agreeing to pay $1.2 billion and stop managing outside money for investors. Mr. Cohen has not been criminally charged, but securities regulators have filed an administrative action accusing him of failing to properly supervise his employees.

Last week Mr. Horvath, 44, testified that Mr. Steinberg told him in August 2007 that he needed to start getting “edgy, proprietary information” about publicly traded companies. The former analyst said he took Mr. Steinberg’s message as a directive to “cultivate sources of nonpublic information.”

Mr. Horvath said his former boss was fully aware of his contacts with potential competitors and that this “circle of analysts” was passing inside information among one another.

But Mr. Berke pointed out that Mr. Horvath, in his own trading rules document, wrote about the importance of obtaining proprietary information on stocks. Mr. Berke said the document appeared to have been created before the August 2007 meeting between Mr. Horvath and his boss.

Under questioning, Mr. Horvath also conceded that he might be wrong on the timing of that meeting after evidence showed that Mr. Horvath was not in New York for most of August 2007.

The cross-examination of Mr. Horvath, which is expected to last into next week, is the most critical part of Mr. Steinberg’s defense strategy. During the first three days of his testimony, Mr. Horvath painstakingly testified on behalf of the prosecution about the many emails he sent to Mr. Steinberg. In them, he made no secret that he was getting information from analysts at other hedge funds who had contacts with people working inside companies like Dell and Nvidia.

One of those former analysts who shared information with Mr. Horvath was his friend Jesse Tortora, who worked at Diamondback Capital Management and has also pleaded guilty to insider trading.

Mr. Tortora earlier testified during Mr. Steinberg’s trial that he provided Mr. Horvath with inside information ahead of Dell’s August 2008 earnings report. Prosecutors have charged that Mr. Steinberg, using information about Dell that Mr. Horvath got from Mr. Tortora, made about $1 million by selling and short-selling Dell’s shares.

Earlier in the day, before Mr. Berke began his cross-examination, Mr. Horvath testified that after Diamondback and two other hedge funds were raided by federal authorities in fall 2010, Mr. Steinberg coached him about how to talk to the Federal Bureau of Investigation if approached by any agents. Mr. Horvath said his former boss told him if the F.B.I. asks about the kind of information Mr. Tortora provided on Dell, just say it was “O.K.”

Mr. Horvath said Mr. Steinberg flew to a conference he was attending in Arizona to personally deliver that message. “He just walked straight up to me,” Mr. Horvath said, adding that his then boss didn’t even say hello before bringing up the F.B.I.



An Unexpected Apology Stokes the Embers of a Feud

When it comes to Wall Street grudge matches, this one is sure to rank right up there.

Two years ago, Sean Egan, the managing director of the upstart credit ratings agency Egan-Jones, cut the rating on the investment bank Jefferies and criticized the firm on CNBC, Fox Business Network and Bloomberg Television and elsewhere. He called Jefferies “unsustainable,” and his comments sent the firm’s stock into a tailspin, raising concerns that Jefferies might have to file for bankruptcy.

At the time, Wall Street was already on edge. MF Global, the commodities brokerage firm, had just filed for bankruptcy, and customer money was missing.

Richard B. Handler, the chief executive of Jefferies, went on the counterattack. He argued that the analyst’s report was littered with inaccuracies, noting that it said 77 percent of the firm’s shareholder equity was invested in the same bonds that took down MF Global while failing to mention that Jefferies had hedged the position, which more than offset its exposure.

The storm clouds eventually lifted, Jefferies stock rebounded, and Mr. Handler thought he had seen the last of Mr. Egan.

But a few weeks ago, Mr. Handler received an email that stopped him in his tracks.

“I would like to apologize for harm caused to you,” Mr. Egan wrote.

Mr. Handler said he was walking down the stairs to catch the E train when he got the email, and “spent the entire subway ride to work in shock.”

Reconciliation can be difficult on Wall Street, a pressure cooker where big egos and long memories can nurse feuds and fuel animosity for years. In this case, it wasn’t made easier by the fact that Mr. Egan, 56, is something of an outsider on Wall Street, while Mr. Handler, 52, a former trader at the bond powerhouse Drexel Burnham Lambert, is one of its longest-serving players. This account is based on the exchange of emails, and interviews with a number of people at the two firms.

After receiving Mr. Egan’s email, Mr. Handler shot back: “You were relentless in the public media and often had the wrong facts. Whenever we were able to prove you wrong, you quickly moved to another reason why we were at risk. In a time of panic, this behavior is beyond dangerous.”

He added: “If you can accept what I say and want to come in and have an honest conversation, I will meet with you and it will be productive. If you are going to just rehash the same things you used on TV to try to justify your actions when you were proven wrong, I feel very sorry for you as a human being. This may be your only chance to actually grow from this experience.”

Mr. Egan still wanted to meet. “I agree with you and I would like to apologize,” he responded.

Heads turned last month as Mr. Egan strolled across the expansive Jefferies trading floor in Midtown Manhattan. In Mr. Handler’s glass-enclosed office off the trading floor, Mr. Handler and Brian Friedman, chairman of the executive committee at Jefferies, were already waiting.

“I want to apologize because I had no idea my report would cause you so much pain,” Mr. Egan began. “I feel really bad about it.”

“That is a complete lie,” Mr. Handler said, contending that every time Jefferies rebutted one of Mr. Egan’s allegations a new one popped up. “You wouldn’t stop. You were relentless.”

About 15 minutes into the meeting, Mr. Egan removed his suit jacket.

Mr. Handler suggested that if Mr. Egan were truly sorry, he should go on television and “tell the truth and publicly apologize.”

“What do you want me to say?” Mr. Egan asked, requesting a pen and sheet of paper. Mr. Handler started drafting a list as Mr. Egan took notes.

“Say, ‘My name is Sean Egan and I am sorry and I was wrong about the facts,’ ” Mr. Handler said. “Also add that your actions caused near-irreparable harm to 4,000 families and that this is the first step in regaining your reputation and humanity.”

Mr. Handler offered to call the CNBC reporter David Faber to see if would be willing to interview Mr. Egan. The ratings agency executive said he would need to confer with his board first.

In an interview, Mr. Handler said he emerged from the meeting convinced that Mr. Egan felt he had gotten things wrong and would go on television to apologize.

Mr. Egan said his goal in meeting the Jefferies senior management team was to “clear the air.”

“I expected Mr. Handler to be gracious and to move on,” Mr. Egan said. “Unfortunately that did not occur. Instead, he and an associate grilled me for 30 minutes about the supposed damage from our not elaborating on their firm’s short positions.”

Mr. Egan added that short positions rarely provided a complete offset to long exposures, and his report referred readers to a regulatory filing on the various investments.

The next morning Mr. Handler wrote Mr. Egan, telling him Mr. Faber had agreed to interview him on CNBC.

Mr. Egan later responded that his board had voted against his appearing on CNBC. Mr. Egan abstained from voting, the note said.

“I have a great deal of respect for what you and your team have built and hold no animosity towards you or Jefferies. I wish you well,” he added.

Mr. Egan said in an interview that he stood by his initial report, and that it was not unusual for companies to disagree with ratings downgrades.

“Our actions were subsequently vindicated by the actions of other ratings firms and by Jefferies’s raising additional capital via a sale,” he said.

Mr. Handler said Mr. Egan’s downgrade was never the relevant factor. What caused the panic was Mr. Egan’s failure to mention in his report that Jefferies had hedges on its investments, and his multiweek public attack on the firm.

A year after the ratings downgrade, Jefferies announced it was merging with the Leucadia National Corporation, one of its biggest shareholders. The rating for Jefferies was blended with that company’s, which was lower.

“Thankfully the truth won out here,” Mr. Handler said. “I hope our experience prevents this from happening to another company.”



Lampert’s Firm Cuts Its Stake in Sears

Edward S. Lampert, the hedge fund manager who serves as Sears Holdings‘ chief executive, remains the struggling retailer’s biggest shareholder.

But his firm, ESLPartners, has cut the size of its stake, disclosing in a regulatory filing on Tuesday that it now owns 48.4 percent of its shares, down from 55.4 percent.

In a statement, Mr. Lampert said that his hedge fund had distributed 7.4 million shares in Sears to investors who wanted to withdraw money from his firm. The mogul added that he had not sold any of his personal holdings.

“My significant personal ownership in the company is a sign of my confidence and alignment with all shareholders,” he said.

Still, the move comes amid the latest efforts by Mr. Lampert to turn around the long-struggling department store’s fate. It was the hedge fund manager who created the modern Sears by orchestrating the $12 billion merger of Kmart and the venerable retailer, whose roots stretch back 120 years.

But a chronic lack of investment in its stores has left the company especially wounded to the changes that have battered department stores in recent years.

Mr. Lampert, who long had a big say in Sears’ strategy, took over the chief executive role early this year and began devising its latest self-help plan.

Last month, the company announced plans to shrink itself by spinning off two of its best-known brands, Lands’ End and Sears Auto Center.

Though the company pitched the strategic shift as a way to focus on its core Sears and Kmart brands, it’s unclear how those essential businesses will continue to fare. Two weeks ago, Sears reported a third-quarter loss of $534 million, up 7 percent from the same time a year ago.

Sears has also closed 300 stores over the past three years, sold off real estate in North America and laid off employees.

But Mr. Lampert, who is pivoting the retailer toward a membership-centered business model, has claimed some progress in his plan. In its third-quarter results, the company said that 70 percent of its sales were made to participants in its Shop Your Way program, up from 65 percent in the prior quarter.

The retailer also said that it was on track to generate $2 billion in available cash and credit lines in its current fiscal year, four times its original target of $500 million.



Busy in Gray Areas of the Law in a Bid to Control a Rival

In Charles W. Ergen’s war for LightSquared, the fiercest fight involves a legal loophole.

It had started all so brightly for LightSquared, the broadband wireless company controlled by Philip Falcone’s hedge fund, Harbinger Capital Partners. LightSquared was created, its website says, to “unleash the boundless opportunity of wireless broadband connectivity for all” by beaming from satellites fourth-generation wireless Internet access across America. By sidestepping the need to lay expensive cable, LightSquared sought to reach previously untapped rural areas, providing full access to the Internet. Billions were invested to achieve a goal that even the president has endorsed.

The government, however, did not fully cooperate. LightSquared faltered when the Federal Communications Commission determined that the company’s satellite signals interfered with the Global Positioning System. Unable to secure an F.C.C. license to operate, LightSquared filed for bankruptcy in May 2012.

As the company teetered, Mr. Ergen and his satellite television company, Dish Network, pounced, having noticed a flaw in LightSquared’s debt documents. The documents were written to prevent a “direct competitor” of the company from acquiring its debt. This meant that Dish could not buy up the debt, but whoever controlled the debt would be in prime position to acquire the company if LightSquared filed for bankruptcy.

So Mr. Ergen, a former poker player, had his hedge fund, Sound Point Capital Management, arrange for a second company he owns to acquire roughly $1 billion worth of LightSquared’s $1.75 billion in outstanding debt. Let’s pause here to note that Mr. Ergen is not only the chief executive of Dish, but he has his own private hedge fund.

Mr. Ergen’s purchase led to Dish making a $2.2 billion bid for LightSquared’s assets, one that appears poised to succeed.

Not only are Harbinger and LightSquared fuming over this series of events, but so are some of Dish’s shareholders.

Harbinger is mad because Dish’s bid frustrated its own attempts to maintain control of LightSquared in the bankruptcy proceedings. Harbinger had proposed a plan that would have paid off all of LightSquared’s debt but kept Harbinger in control. But Mr. Ergen has enough debt to block that plan and push instead for an auction of the company’s assets.

Harbinger sued Mr. Ergen and Dish over the bond purchases in August, a case that was dismissed by a bankruptcy court, and Harbinger refiled this week. LightSquared is also seeking permission from the bankruptcy court to bring a suit on its own behalf. In a court filing, LightSquared contends that Mr. Ergen breached the debt agreement because the documents define a “direct competitor” to also be a subsidiary of a direct competitor. LightSquared is arguing that because Mr. Ergen controls both Dish and the hedge fund that bought the debt, the fund is a subsidiary of Dish.

Yet that argument stretches the plain meaning of a “subsidiary” â€" a company owned or controlled by a holding company â€" language that is not in the document. So LightSquared’s claims against Mr. Ergen are tenuous at best.

The case with Dish’s shareholders is more complicated.

If Dish acquires LightSquared, Mr. Ergen will profit in the hundreds of millions from his bond bet. This seems to be a clear conflict, and is why some of Dish’s shareholders are unhappy. Any takeover has its risks, and these will be borne by the shareholders, while Mr. Ergen will be rewarded regardless. (He is, to be sure, Dish’s largest shareholder, owning roughly 53 percent of the company.)

Typically, when this kind of situation arises, the company’s board would set up a special committee of independent directors to handle the bidding. And Dish’s board initially did this, appointing its only two independent directors to form a special committee. The two did what special committees do, and hired independent advisers and considered a bid for LightSquared.

But once the independent directors recommended a bid, a funny thing happened. The rest of the directors voted to disband the special committee and took control of the bid process.

Dish, however, did not publicly disclose to its shareholders that the special committee had conditioned its approval of the LightSquared bid on continuing to monitor the proceedings. Not only that, but the special committee also conditioned its approval on examining how Mr. Ergen’s profit from the sale of LightSquared would be divvied up between him and Dish. Upon the board’s vote to disband the special committee, one of the two committee members resigned.

At a hearing last week, a Nevada court refused to exclude Mr. Ergen from Dish’s bidding for LightSquared and re-establish the special committee. Under Nevada corporate law, a special committee is not even required, which is not the case in Delaware, where most companies are incorporated. Nevada also gives executives much wider latitude to engage in transactions that conflict with their interests as officers of their company.

The Nevada judge, Elizabeth Gonzalez, refused to find that Mr. Ergen had done anything wrong in Dish’s decision to bid for LightSquared. She instead stated that excluding Mr. Ergen from the bidding would “harm” Dish itself by depriving it of its most experienced director in its consideration of a bid for LightSquared.

On Tuesday, the auction was postponed to Dec. 10, delaying Dish’s bid to acquire LightSquared’s assets. And the bankruptcy court still has to approve the sale to Dish. In part, this will depend on whether the court finds that Dish acted in good faith in making this purchase.

One has to marvel at Mr. Ergen. Indeed, in an email to an executive at an affiliate, EchoStar, that was disclosed in litigation, one person wrote that “watching Charlie in action is fascinating if not truly awesome. He has boxed everyone in.” Mr. Ergen has both profited and arranged for Dish to get the prize. Mr. Ergen has also shown what a great poker player he is, pushing boundaries and taking advantage of every gray area in the law.

If the bankruptcy court approves the sale, there will still be more litigation, although the conflict issue will then loom larger than ever. Will Mr. Ergen share with Dish his hundreds of millions in profits from this deal? Or are they even his to share? After all, if Mr. Ergen had bought LightSquared himself, his profit would not yet have crystallized. He’d have to take on the business of actually turning around LightSquared. But now he will be paid for the bonds, while Dish and all its shareholders get the risk.

If Mr. Ergen decides to keep the money, Nevada’s pro-executive laws may very well let him. Mr. Ergen may even be justified in keeping these profits because he took the risk of buying LightSquared’s debt and Dish may have lost out on acquiring a valuable asset had he not acted. Then again, Mr. Ergen most likely bought this debt knowing that Dish was likely to bid. After all, Mr. Ergen runs the company. In the next round of shareholder litigation that may occur if Dish succeeds in buying LightSquared, this will be the claim the shareholders pursue.

Even if they lose, Mr. Ergen’s detractors, including some Dish shareholders, may still argue that just because it is legal doesn’t always make it right. Whatever the outcome, Mr. Ergen has once again shown that sometimes money and smarts can run circles around the letter if not the spirit of the law.



Kozlowski Is Granted Parole

Come January, L. Dennis Kozlowski’s long tenure in New York’s penitentiary system will near its end.

The state’s Board of Parole granted parole to the former chief executive of Tyco International after an interview on Tuesday morning, according to a spokeswoman for the corrections department. He will be formally released as soon as Jan. 17.

In a statement, a lawyer for Mr. Kozlowski said: “Mr. Kozlowski is grateful to the parole board for its decision to grant him parole.”

Tuesday was Mr. Kozlowski’s second attempt to win parole: the state board denied his first application in April of last year, deeming his release not “compatible with the welfare of society at large.” (In October, Tyco’s former chief financial officer, Mark Swartz, was granted parole.)

Now the onetime multimillionaire will take another step toward freedom, more than eight years after he was found guilty of essentially using Tyco as his own piggy bank. His conviction in 2005 of grand larceny, conspiracy and fraud cemented his status as an icon of corporate greed and earned him a sentence of 8 1/3 to 25 years in prison.

For much of his time in the penitentiary system, Mr. Kozlowski occupied a cell in the Mid-State Correctional Facility, alongside the likes of Alan D. Hevesi, the former New York State comptroller, and the rapper Ja Rule. The onetime Tyco executive, known as Prisoner 05A4820 or “Koz” to some of his friends, reportedly urged inmates to pursue higher education.

For his good behavior, he earned the right to shave 1 year, 4 months and 22 days off his sentence.

Last January, he moved to the minimum-security Lincoln Correctional Facility on the north edge of Manhattan’s Central Park as part of a work-release program. Though Lincoln was a far cry from his former residence on the Upper East Side â€" the apartment with the $15,000 umbrella stand and the $6,000 shower curtain â€" it marked an easing of his prison conditions.

In July of this year, Mr. Kozlowski’s status was upgraded to “day reporting” status, which required him to briefly report to Lincoln twice a week. Since then, he has been sleeping at his home and going to work every day, though his lawyer declined to identify his current location or job.

Parole still carries some restrictions for Mr. Kozlowski, including regular check-ins with his parole officer, a curfew and refraining from alcohol. But he can apply for permission to leave the state, among other things.



Taconic Capital Co-Founder to Retire

Kenneth D. Brody, a co-founder of the hedge fund Taconic Capital Advisors, plans to retire from his full-time role by the end of the year, he told his investors on Tuesday.

Mr. Brody, who turned 70 this year, will remain a principal and an adviser at the firm, as well as a “significant investor,” even as he steps away from his full-time responsibilities, he said in a letter reviewed by DealBook. The change is to take effect by Jan. 1.

A veteran of Wall Street who spent 20 years at Goldman Sachs, Mr. Brody is handing the reins to Frank Brosens, 56, who co-founded Taconic with him 15 years ago. The firm’s chief investment officer, Chris Delong, will work with Mr. Brosens in the day-to-day management of the investment team, Mr. Brody said.

“Frank and I have planned for this transition over a considerable period of time, keeping your interests paramount in the process,” Mr. Brody told his investors. “We are confident that the current strength of the Taconic organization makes this an ideal time to begin this transition.”

Taconic, a so-called event-driven fund with $8.2 billion under management, has logged “strong” results recently and is “well positioned with respect to both our investment team and our business function,” Mr. Brody said in the letter.

The firm’s pair of flagship funds, called Taconic Opportunity, is up about 13 percent through October, a person briefed on the matter said. Mr. Brody’s retirement does not trigger any redemption clauses, this person added.

As for his own plans, Mr. Brody said he would devote more time to working with nonprofit organizations focused on the well-being of young people.

A graduate of the University of Maryland who received an M.B.A. degree from Harvard, Mr. Brody rose to join the management committee at Goldman before leaving the firm in 1991. He turned to politics, leading Bill Clinton’s fund-raising effort in 1992 for the New York primary.

Tapped by Mr. Clinton to run the Export-Import Bank, Mr. Brody was credited with transforming the formerly lethargic government agency. Mr. Brody has also been an informal adviser to Lawrence H. Summers, who did consulting work at Taconic from 2004 to 2006.

Mr. Brody and Mr. Brosens, himself a former Goldmanite, aimed to capture some of the culture of Goldman when they started Taconic, Mr. Brody said in the letter on Tuesday.

“We felt strongly about creating an economic model that provided for, among other things, a broad distribution of firm economics and no permanent equity,” Mr. Brody said. “I believe we have accomplished these things and more.”



Versace Valuation May Be as Over the Top as Its Clothes

Versace’s valuation looks as aggressive as its outfits. The Italian fashion house, which is sizing up buyout firms and sovereign wealth funds to fund a capital increase, reckons it is worth more than 1 billion euros ($1.36 billion) and could triple in value in three years. There is real potential, because Versace is so behind industry trends. But a big price tag for a skimpy minority stake next to a powerful family? That’s hard to pull off.

It has been a nasty few years for the influential label. After the founder Gianni Versace was shot dead in 1997, control passed to his niece Allegra, sister Donatella and brother, Santo. Some years later, the business found itself unprepared for the financial crisis, and was forced to jettison ill-fitting business lines and stores. How galling to be eclipsed by Prada, a house as restrained as Versace is over the top â€" until you consider Prada’s $25 billion market capitalization.

Still, the route ahead is clear. The chief executive, Gian Giacomo Ferraris, the well-regarded former Jil Sander chief executive who joined in 2009, has presided over a revival from a low base. Outside cash will help the group copy its rivals’ moves â€" opening more directly owned stores, bringing licensed products in-house, and raising Versace’s profile in China.

But the deal structure may not suit everyone. Suppose an investor injects 150 million euros of new money, and buys 50 million euros worth of stock from Santo Versace â€" the only current shareholder who will sell part of his holding â€" all for a 20 percent stake. People familiar with the matter say EBITDA, at 46 million euros in 2012, is likely to be nearer 70 million euros this year. So a 1 billion euro valuation would amount to roughly 14 times current-year earnings before the deduction of interest, tax and amortization expenses. That’s a high multiple for a business in transition â€" especially if you’re buying a minority stake alongside headstrong creative types.

That may not please many investors. No wonder the latest reports suggest that the Italian state and Qatari money managers, working together, are more likely buyers than classic private equity funds. Yet if everything goes to plan, three times money in three years is a 44 percent annual return. That would look pretty fabulous.

Quentin Webb is a columnist for Reuters Breakingviews. For more independent commentary and analysis, visit breakingviews.com.



British Lawmaker Critical of JPMorgan Fees on Co-op Deal

Lawmaker Tyrie Critical of JP Morgan Fees on Co-op Deal

LONDON â€" British lawmaker Andrew Tyrie called for a review of fees paid to advisers on M&A deals after it emerged JP Morgan had a financial incentive for the Co-operative Bank's ill-fated 2009 takeover of Britannia to proceed.

Reuters

JP Morgan executives on Tuesday told Britain's Treasury Select Committee, which Tyrie chairs, that the U.S. bank was paid 7 million pounds ($11.5 million) for advising Co-op on the deal, 5 million of which was contingent on the transaction being completed.

"A fee structure for the provision of independent advice that heavily incentivises one outcome over others strikes me as inherently problematic," Tyrie said after a Treasury committee hearing. "The industry and the regulators will need to look closely at the way such advice is remunerated."

The Britannia takeover, which saddled Co-op with a portfolio of souring property loans, was a major factor behind a 1.5 billion capital shortfall at the bank which has resulted in it falling under the control of U.S. hedge funds.

Tim Wise, a managing director at JP Morgan's UK investment bank, said the payment reflected the way the industry worked.

Tyrie had earlier suggested to JP Morgan executives they had a considerable financial interest in seeing this deal through to completion.

"You weren't sitting there neutrally giving advice, you were thinking there's 5 million riding on this," he said.

Wise defended the arrangement, which is not untypical, and said he didn't believe JP Morgan had suffered reputational damage from advising on the deal.

"In terms of the integrity of our advice and the clarity of our advice and the honesty of our advice that is something that is absolutely fundamental to the way we work and the way the vast majority of the industry works," he said.

"The way that clients choose to pay us whether it's M&A transactions or capital markets transactions is (based) on the outcome of the transaction happening," he said.

KPMG partner Andrew Walker earlier told the committee the auditor received 1.3 million pounds for its work on the deal but hadn't undertaken due diligence on Britannia's commercial loan book. He said that work was done by the Co-op itself.

Co-op Bank's problems worsened last month when its former chairman Paul Flowers was arrested as part of an investigation into the supply of illegal drugs. [ID:nL5N0J716D] The bank said last week that had damaged its reputation and it had lost customers.

($1 = 0.6110 British pounds)

(Reporting by Matt Scuffham. Editing by Jane Merriman)



Volcker Rule Set for Vote Next Week

Federal regulators have reached a tentative agreement to finalize a rule aimed at Wall Street risk taking, federal officials said on Tuesday, overcoming internal squabbling and an onslaught of Wall Street lobbying that stymied them for years.

Five federal agencies plan to approve the so-called Volcker rule next week, eking out a vote before the year is up. While the vote for the complex rule will come more than a year after a Congressional deadline passed, it still will meet the recommendation of Treasury Secretary Jacob J. Lew, who urged the federal agencies to finish writing the rule in 2013.

The Commodity Futures Trading Commission, one of the five agencies, announced on Tuesday that it would vote on Dec. 10. Three other agencies â€" the Federal Reserve, the Federal Deposit Insurance Corporation and the Office of the Comptroller of the Currency â€" are also expected to approve the rule that day. The final agency involved in the rule, the Securities and Exchange Commission, has said it will vote on or about Dec. 10.

The rule, which would bans banks from trading for their own gain and limits their ability to invest in hedge funds, is not yet a done deal. Regulators continue to put the finishing touches on the rule and talks could still breakdown.

But the trading commission’s announcement on Tuesday signals that regulators have all but completed a final draft, a prospect that once seemed remote.

Of all the 400 regulations to arise from Dodd-Frank Act of 2010, regulators struggled most with the Volcker rule, which at one point spanned more than 1,000 pages. The challenge underscored the importance of the rule, which became something of a barometer for the overall strength of Dodd-Frank.

The Volcker rule â€" named for Paul A. Volcker, a former chairman of the Federal Reserve who championed the rule when serving as an adviser to President Obama â€" was politically charged from the beginning. Some Democrats argued it could prevent future trading blowups on Wall Street, a position that gained traction when JPMorgan Chase sustained a $6 billion trading loss in London last year, while Republicans complained that it might undercut economic growth.

Big banks and other Wall Street groups echoed the Republican concerns, blitzing the agencies with comment letters, private studies and in-person lobbying appeals. The agencies collectively received several thousand comment letters about the rule.

As the process dragged on, regulators formed their own battle lines. Some officials at the Federal Reserve and the Securities and Exchange Commission have at times tamed aspects of the rule, fearing it might inhibit banks from activities that are considered important for their health and the functioning of markets.The Commodity Futures Trading Commission and Kara M. Stein, a Democratic commissioner at the S.E.C. who favors a strict Volcker rule, conversely pushed to close potential loopholes.

The tension largely centered on how to distinguish legitimate practices from proprietary trading, a lucrative yet risky practice in which banks trade for their own gain. While the Volcker rule prevented banks that enjoy deposit insurance and other government support from proprietary trading, the rule does not ban types of trading that are thought to be part of a bank’s basic business. For example, banks are still allowed to buy stocks and bonds for their clients â€" a process known as market making â€" and place trades that are meant to hedge their risks.

Ms. Stein and Gary Gensler, chairman of the Commodity Futures Trading Commission, worried that the market making and hedging exemptions were too generous to Wall Street. They urged fellow regulators to insert language that would limit banks from stockpiling large bulks of stock under the guise of market making.

Underscoring tension surrounding the rule, other regulators complained that Mr. Gensler’s agency should have raised concerns sooner. The agency instead spent most of the last few years completing dozens of other new rules under Dodd-Frank.

For Mr. Gensler, who is leaving his agency when his term expires on Jan. 3, the Volcker rule is likely one of his final acts as a regulator.

“This is one of the most challenging rules to get done in a balanced way, but everyone is working in good faith along that path,” Mr. Gensler said in an interview last month.



Wall Street Toasts Blankfein and Judaism at UJA-Federation Dinner

Goldman Sachs emerged from the financial crisis as the whipping boy of Wall Street. But on Monday evening, the firm’s chief executive, Lloyd C. Blankfein, was feted like a king.

Or perhaps like a rabbi.

“Lloyd, I’d like to welcome you to your second bar mitzvah,” David K. Wassong, the co-head of private equity at Soros Fund Management, said at the annual Wall Street Dinner sponsored by the UJA-Federation of New York, a charitable organization focused on Jewish philanthropy.

“The only difference is that tonight the money goes to UJA.”

More than $26 million flowed into the organization’s coffers as titans of finance lined the stage, seated in two rows on a long dais, for the UJA-Federation’s awards event. A crowd of 1,700 filled the grand ballroom at the New York Hilton Midtown, sipping wine and munching on mini pitas and baba ganoush.

Mr. Blankfein was singled out for his professional track record and philanthropy, receiving an award named for Gustave L. Levy, a onetime leader of Goldman. Mr. Wassong was also honored, accepting the “young leadership” award.

The keynote speaker, Police Commissioner Raymond W. Kelly, was presented with a shofar, the ritual ram’s horn used on Rosh Hashana.

“I have been known to actually blow this and make noise come out of it,” Mr. Kelly said. “But I’m not going to try it here; this is a tough audience.”

Mr. Blankfein saw an opening.

“I was hoping for the shofar,” Mr. Blankfein said when it was his turn to stand behind the lectern. “Can you please tell the commissioner his chauffeur is waiting?”

The audience roared at the wordplay.

It was a night for Wall Street to toast its leaders â€" and celebrate Judaism. After following along as a cantor sang a Hanukkah prayer, Mr. Blankfein recalled his upbringing in Brooklyn.

“The only person I knew who put on a suit every day was our rabbi,” he said.

“I thought every Jewish father either drove a cab or worked in a post office,” said Mr. Blankfein, whose own father was a postal worker.

“I learned to swim and later earned spending money lifeguarding at the local Y,” he said. “That is, the local YM-YWHA. I’d never heard of the YMCA. I thought the Y was the YMHA,” the Young Men’s Hebrew Association.

Mr. Wassong said he was “not exactly out of central casting for the UJA.”

“My idea of Shabbas dinner is a Friday night reservation at Shun Lee,” he said, referring to the popular Chinese restaurant in Manhattan.

“To my Isreali-raised father’s never-ending shock, my two best friends growing up were Muslim,” Mr. Wassong continued. “In fact, my best friend since the age of 4 is here tonight. Malik, I promise you’re safe.”

For Mr. Blankfein and Gary D. Cohn, the No. 2 at Goldman, the evening reflected the firm’s prominent position on Wall Street and the public relations recovery it has undertaken since the crisis.

One financial analyst, Michael Mayo, approached Mr. Cohn after the event and jokingly suggested that the folks at Goldman should send a Hanukkah present to Jamie Dimon, the chief executive of JPMorgan Chase, a bank that has recently fallen from favor in Washington after a number of run-ins with regulators.

Mr. Cohn smiled at the suggestion. “I have a joke about that,” he said. But with a reporter present, he declined to tell it.

The hedge fund manager Daniel S. Och, speaking from the lectern, introduced Alan C. Greenberg, a former leader of Bear Stearns, as a “legend in our midst.”

But Mr. Greenberg was nowhere to be seen. The audience gave him a standing ovation anyway.

Later, after Mr. Greenberg had returned to his seat, a UJA official explained that Mr. Greenberg, a fan of magic tricks, had “made himself disappear.”

Another of the evening’s distinguished speakers, Cardinal Timothy M. Dolan, invoked his own religion to remind the audience why they had assembled that night.

“We Catholics would call this a two-collection crowd,” he said.



Judge Allows Detroit Bankruptcy to Go Forward

Detroit Is Ruled Eligible for Bankruptcy

Bill Pugliano/Getty Images

Protesters were outside the U.S. Court in Detroit Tuesday where federal bankruptcy Judge Steven Rhodes was to rule on the city's Chapter 9 bankruptcy eligibility. 

DETROIT â€" The struggling metropolis of Detroit, overwhelmed by debt and groping for a path forward, on Tuesday became the largest American city ever to qualify for bankruptcy protection.

Judge Steven W. Rhodes of the United States Bankruptcy Court, found that Detroit was insolvent and that the pension checks of retirees could be cut during a bankruptcy proceeding, a crucial part of his decision.

Under the ruling, the vastly diminished city, once the nation’s fourth largest and the cradle of the American auto industry, will now be allowed to search for a way to pay off some portion of its debts and restore essential services to tolerable levels under court supervision. The goal, according to an emergency manager appointed by the state of Michigan, is to emerge next year from court protection with a formal plan for starting over.

“This once proud and prosperous city cannot pay its debts. It is insolvent. It’s eligible for bankruptcy,” Judge Rhodes said Tuesday. “But it also has an opportunity for a fresh start.”

The decision was an essential step in municipal bankruptcy proceedings, which are extremely rare. Lawyers for the city’s public sector unions and retirees, who contend that Detroit’s request for bankruptcy protection earlier this year came before city officials truly tried to negotiate deals with city workers and creditors, have said they intend to appeal.

The city needs help, he said. As the proceedings unfolded, protesters with signs gathered outside and the police blocked the street to traffic in front of federal courthouse.

Detroit filed for municipal bankruptcy protection in July, with approval from Gov. Rick Snyder, , making it the largest city in the nation’s history to take such a rare step. The filing was also the largest ever in terms of municipal debt; the emergency manager, Kevyn Orr, says the city carries about $18 billion in debt, including $3.5 billion in unfunded pension obligations.

Most agreed the situation was dire: annual operating deficits since 2008, a pattern of new borrowing to pay for old borrowing, a shrunken population and tax base, and miserably diminished city services. But under federal bankruptcy provisions for municipalities, known as Chapter 9, a city must first prove its eligibility for protection before it can proceed with a plan to pay diminished sums to creditors.

Under the law, a city must not only be deemed insolvent, but also must negotiate in “good faith” with its creditors, who expect to be offered far less than they are owed, or be unable to negotiate with them because such talks are unworkable. For months, municipal bankruptcy experts have said it might be difficult to prove that city and state officials had failed to meet such a standard. “There isn’t a bright-line definition of ‘good faith’ in this context,” Douglas C. Bernstein, a Michigan lawyer and bankruptcy expert, said.

Detroit’s public workers and retirees had hoped to keep the city out of federal bankruptcy court, for fear that the proceedings there would allow for cuts in their benefits, especially pensions. Other than in bankruptcy, the state constitution prohibits reducing pensions that public workers have already earned. But there appears to be too little money set aside in Detroit’s pension fund to cover the full cost of those accruals.

Judge Rhodes ruled Tuesday that Michigan’s protections for public pensions “do not apply to the federal bankruptcy court,” adding that pensions are not entitled to “any extraordinary attention” compared with other debts.

Labor agreements, including pensions, are subject to changes during a bankruptcy proceeding, the judge said, but the court “will not lightly or casually exercise the power to impair pensions.”

Those objecting to the city’s pursuit of bankruptcy protection, including Detroit’s employee unions and representatives of its retirees, say Mr. Orr, who was appointed by Governor Snyder, failed to negotiate with them in good faith. During nine days of heated and sometimes emotional testimony in recent weeks, the opponents had suggested that Mr. Snyder and Mr. Orr had forced the city into bankruptcy without truly searching for some other solution. They said that the officials were seeking a way around the state’s constitutional protection of pensions without giving workers and retirees a chance to negotiate concessions.

Lawyers for the state and for Detroit, in turn, said that the city’s slide into insolvency had been years in the making, and that state officials had tried for more than a year to find some alternative approach to solving the financial crisis, â€" through efforts by elected leaders at Detroit’s city hall and later a consent agreement with the city. They said that the city could no longer afford its current pension plan and must replace it with a less costly one. Representatives for city workers and retirees had never suggested some way to solve the problem without cutting pensions, the lawyers said. In a deposition, Mr. Snyder, a Republican whose first term as governor has been defined by the bankruptcy filing by the state’s most populous city, said good faith negotiations over the issue had broken down, and that officials found themselves “at that last resort point.”

Regardless of the court’s eligibility decision, some experts said the task ahead for Detroit remained largely the same â€" whether in or out of the courts. “Ultimately the creditors have to come together with the debtor and realize that they need to work together to come up with a solution,” said James E. Spiotto, a Chicago lawyer and an expert on municipal bankruptcy. “No matter what, at some point, that reality needs to sink in.”

Mary Williams Walsh contributed reporting from New York, and Steven Yaccino from Chicago.



Judge Allows Detroit Bankruptcy to Go Forward

Detroit Is Ruled Eligible for Bankruptcy

Bill Pugliano/Getty Images

Protesters were outside the U.S. Court in Detroit Tuesday where federal bankruptcy Judge Steven Rhodes was to rule on the city's Chapter 9 bankruptcy eligibility. 

DETROIT â€" The struggling metropolis of Detroit, overwhelmed by debt and groping for a path forward, on Tuesday became the largest American city ever to qualify for bankruptcy protection.

Judge Steven W. Rhodes of the United States Bankruptcy Court, found that Detroit was insolvent and that the pension checks of retirees could be cut during a bankruptcy proceeding, a crucial part of his decision.

Under the ruling, the vastly diminished city, once the nation’s fourth largest and the cradle of the American auto industry, will now be allowed to search for a way to pay off some portion of its debts and restore essential services to tolerable levels under court supervision. The goal, according to an emergency manager appointed by the state of Michigan, is to emerge next year from court protection with a formal plan for starting over.

“This once proud and prosperous city cannot pay its debts. It is insolvent. It’s eligible for bankruptcy,” Judge Rhodes said Tuesday. “But it also has an opportunity for a fresh start.”

The decision was an essential step in municipal bankruptcy proceedings, which are extremely rare. Lawyers for the city’s public sector unions and retirees, who contend that Detroit’s request for bankruptcy protection earlier this year came before city officials truly tried to negotiate deals with city workers and creditors, have said they intend to appeal.

The city needs help, he said. As the proceedings unfolded, protesters with signs gathered outside and the police blocked the street to traffic in front of federal courthouse.

Detroit filed for municipal bankruptcy protection in July, with approval from Gov. Rick Snyder, , making it the largest city in the nation’s history to take such a rare step. The filing was also the largest ever in terms of municipal debt; the emergency manager, Kevyn Orr, says the city carries about $18 billion in debt, including $3.5 billion in unfunded pension obligations.

Most agreed the situation was dire: annual operating deficits since 2008, a pattern of new borrowing to pay for old borrowing, a shrunken population and tax base, and miserably diminished city services. But under federal bankruptcy provisions for municipalities, known as Chapter 9, a city must first prove its eligibility for protection before it can proceed with a plan to pay diminished sums to creditors.

Under the law, a city must not only be deemed insolvent, but also must negotiate in “good faith” with its creditors, who expect to be offered far less than they are owed, or be unable to negotiate with them because such talks are unworkable. For months, municipal bankruptcy experts have said it might be difficult to prove that city and state officials had failed to meet such a standard. “There isn’t a bright-line definition of ‘good faith’ in this context,” Douglas C. Bernstein, a Michigan lawyer and bankruptcy expert, said.

Detroit’s public workers and retirees had hoped to keep the city out of federal bankruptcy court, for fear that the proceedings there would allow for cuts in their benefits, especially pensions. Other than in bankruptcy, the state constitution prohibits reducing pensions that public workers have already earned. But there appears to be too little money set aside in Detroit’s pension fund to cover the full cost of those accruals.

Judge Rhodes ruled Tuesday that Michigan’s protections for public pensions “do not apply to the federal bankruptcy court,” adding that pensions are not entitled to “any extraordinary attention” compared with other debts.

Labor agreements, including pensions, are subject to changes during a bankruptcy proceeding, the judge said, but the court “will not lightly or casually exercise the power to impair pensions.”

Those objecting to the city’s pursuit of bankruptcy protection, including Detroit’s employee unions and representatives of its retirees, say Mr. Orr, who was appointed by Governor Snyder, failed to negotiate with them in good faith. During nine days of heated and sometimes emotional testimony in recent weeks, the opponents had suggested that Mr. Snyder and Mr. Orr had forced the city into bankruptcy without truly searching for some other solution. They said that the officials were seeking a way around the state’s constitutional protection of pensions without giving workers and retirees a chance to negotiate concessions.

Lawyers for the state and for Detroit, in turn, said that the city’s slide into insolvency had been years in the making, and that state officials had tried for more than a year to find some alternative approach to solving the financial crisis, â€" through efforts by elected leaders at Detroit’s city hall and later a consent agreement with the city. They said that the city could no longer afford its current pension plan and must replace it with a less costly one. Representatives for city workers and retirees had never suggested some way to solve the problem without cutting pensions, the lawyers said. In a deposition, Mr. Snyder, a Republican whose first term as governor has been defined by the bankruptcy filing by the state’s most populous city, said good faith negotiations over the issue had broken down, and that officials found themselves “at that last resort point.”

Regardless of the court’s eligibility decision, some experts said the task ahead for Detroit remained largely the same â€" whether in or out of the courts. “Ultimately the creditors have to come together with the debtor and realize that they need to work together to come up with a solution,” said James E. Spiotto, a Chicago lawyer and an expert on municipal bankruptcy. “No matter what, at some point, that reality needs to sink in.”

Mary Williams Walsh contributed reporting from New York, and Steven Yaccino from Chicago.



Activist Fund Seeks Change at the Top of Abercrombie

Abercrombie & Fitch may have lost its crown as the king of teen fashion, but a hedge fund is hoping that a change in leadership could revive the retailer’s fortunes.

Engaged Capital publicly urged Abercrombie on Tuesday to replace the company’s 69-year-old chief executive, Mike Jeffries, after his contract expires in February. Failing that, the activist hedge fund called on the company to put itself for sale.

“We are confident that an independent and objective evaluation of management’s performance would result in the conclusion that an immediate leadership change is necessary,” Glenn Welling, the managing member of Engaged, wrote in the letter to the company’s board.

It isn’t clear how much pressure that Engaged, which owns only about 0.5 percent of the company’s shares, can exert on its own. The hedge fund, founded by a former executive at the much larger Relational Investors, calls itself a “constructive activist” that seeks to work with companies. Other hedge funds, including Citadel and the Clinton Group, reported even smaller stakes earlier this year.

But shares in the retailer were up nearly 7 percent in early morning trading on Tuesday, at $36.31.

The move by Engaged is the most public move by a shareholder yet against Abercrombie, whose risqué advertising and clothing â€" championed by Mr. Jeffries â€" made it a favorite of teens a decade ago. But the retailer has since fallen out of fashion, with its stock having fallen 21 percent over the last 12 months.

Despite embarking on a big expansion of its core Abercrombie and Hollister brands, the company has been forced to retrench. It will have closed nearly 30 percent of its American stores by the end of its fiscal year. By Engaged’s calculations the retailer has suffered more than $500 million in asset impairments and operating losses over the past six years.

Mr. Jeffries and Abercrombie’s board have tumbled out of favor with many investors as well. Four of the six directors who were up for election this year received less than 85 percent of votes from shareholders despite running unopposed. And just 20 percent of investors supported the company’s nonbinding vote on Mr. Jeffries’s pay this year, down from 25 percent last year and 56 percent in 2011.

The hedge fund also mentioned other controversies swirling around Mr. Jeffries. It has been in the spotlight after aBuzzFeed article this year described the involvement of the executive’s partner in the company’s operations.

“The board needs to come to the same conclusion that everyone else already has - it is time for new leadership at ANF,” Mr. Welling wrote in the letter. “The renewal of Mr. Jeffries’s employment contract would be a direct contradiction to what shareholders want and the company needs.”

Engaged, which claimed to have held conversations with Abercrombie’s management for the past year, added that it was particularly displeased that the company did not appear to have a succession plan in place to fill Mr. Jeffries’s position. The hedge fund argued that the board would find a number of potential qualified candidates to lead the company.

Failing a homegrown turnaround plan, the company should explore a leveraged buyout, Engaged added. It noted two recent analyst reports describing Abercrombie as an attractive takeover target, but Mr. Jeffries’s presence makes such a move unlikely.

A representative for the company wasn’t immediately available for comment.



Activist Fund Seeks Change at the Top of Abercrombie

Abercrombie & Fitch may have lost its crown as the king of teen fashion, but a hedge fund is hoping that a change in leadership could revive the retailer’s fortunes.

Engaged Capital publicly urged Abercrombie on Tuesday to replace the company’s 69-year-old chief executive, Mike Jeffries, after his contract expires in February. Failing that, the activist hedge fund called on the company to put itself for sale.

“We are confident that an independent and objective evaluation of management’s performance would result in the conclusion that an immediate leadership change is necessary,” Glenn Welling, the managing member of Engaged, wrote in the letter to the company’s board.

It isn’t clear how much pressure that Engaged, which owns only about 0.5 percent of the company’s shares, can exert on its own. The hedge fund, founded by a former executive at the much larger Relational Investors, calls itself a “constructive activist” that seeks to work with companies. Other hedge funds, including Citadel and the Clinton Group, reported even smaller stakes earlier this year.

But shares in the retailer were up nearly 7 percent in early morning trading on Tuesday, at $36.31.

The move by Engaged is the most public move by a shareholder yet against Abercrombie, whose risqué advertising and clothing â€" championed by Mr. Jeffries â€" made it a favorite of teens a decade ago. But the retailer has since fallen out of fashion, with its stock having fallen 21 percent over the last 12 months.

Despite embarking on a big expansion of its core Abercrombie and Hollister brands, the company has been forced to retrench. It will have closed nearly 30 percent of its American stores by the end of its fiscal year. By Engaged’s calculations the retailer has suffered more than $500 million in asset impairments and operating losses over the past six years.

Mr. Jeffries and Abercrombie’s board have tumbled out of favor with many investors as well. Four of the six directors who were up for election this year received less than 85 percent of votes from shareholders despite running unopposed. And just 20 percent of investors supported the company’s nonbinding vote on Mr. Jeffries’s pay this year, down from 25 percent last year and 56 percent in 2011.

The hedge fund also mentioned other controversies swirling around Mr. Jeffries. It has been in the spotlight after aBuzzFeed article this year described the involvement of the executive’s partner in the company’s operations.

“The board needs to come to the same conclusion that everyone else already has - it is time for new leadership at ANF,” Mr. Welling wrote in the letter. “The renewal of Mr. Jeffries’s employment contract would be a direct contradiction to what shareholders want and the company needs.”

Engaged, which claimed to have held conversations with Abercrombie’s management for the past year, added that it was particularly displeased that the company did not appear to have a succession plan in place to fill Mr. Jeffries’s position. The hedge fund argued that the board would find a number of potential qualified candidates to lead the company.

Failing a homegrown turnaround plan, the company should explore a leveraged buyout, Engaged added. It noted two recent analyst reports describing Abercrombie as an attractive takeover target, but Mr. Jeffries’s presence makes such a move unlikely.

A representative for the company wasn’t immediately available for comment.



Morning Agenda: A Strategist’s Second Act

J. Tomilson Hill, a well-known Wall Street deal maker in the 1980s who had a role in the book “Barbarians at the Gate,” has reinvented himself by applying his deal-making skills to a different business, Randall Smith reports in DealBook. Though he was ousted as co-chief executive of Lehman Brothers in 1993, he has recently gained prominence running the hedge-fund-of-funds business at the Blackstone Group, where he is the third highest-paid executive officer.

Since 2000, Mr. Hill has taken the hedge-fund-of-funds business from barely a blip on the radar screen to the No. 1 spot, with $53 billion in assets, Mr. Smith reports. At a presentation for analysts in May 2012, Mr. Hill described his business as “the largest investor in hedge funds in the world.” Mr. Smith writes: “Mr. Hill has succeeded not by posting titanic returns but by offering the funds to institutions like public pension funds as a safer alternative to stocks without as much volatility. Its $8 billion flagship Blackstone Partners Offshore Fund returned 6.3 percent annually from 2000 through 2012, according a Blackstone presentation in mid-2013 obtained from another investor.

“This year, Blackstone has focused on the market for individual investors who may want such hedge fund vehicles in their portfolios. In August, it started a $1 billion mutual fund for wealthy clients of Fidelity Investments. Institutions have 25 percent of their assets in alternatives to stocks and bonds, like private equity, hedge funds and real estate, but individuals have only 2 percent, which Blackstone’s president, Hamilton E. James, says ‘shows you the massive potential that retail has.’”

WITNESS TELLS OF PRESSURE FROM SAC TRADER TO GET INSIDER DATA  |  “Between 2007 and 2009, Jon Horvath developed a regular routine as a trader at SAC Capital Advisors: obtaining confidential information about Dell Inc.’s financial results well before the computer company’s quarterly disclosures,” DealBook’s Michael J. de la Merced reports. Those efforts, Mr. Horvath told a jury on Monday in a Manhattan federal district courtroom, were made with the full knowledge of his boss, Michael S. Steinberg.

“During his third day of testimony as a prosecution witness in Mr. Steinberg’s insider trading trial, Mr. Horvath described repeatedly gleaning early peeks into Dell’s sales. Knowing that information well before the market gave SAC an edge in betting against the company’s stock. That helped the hedge fund, particularly in the summer of 2008,” Mr. de la Merced writes. “The lengthy testimony is meant to buttress federal prosecutors’ contentions that Mr. Steinberg repeatedly encouraged Mr. Horvath to cross legal lines in pursuit of information with an edge.”

CHERNIN INVESTS IN ANIME  | 
Peter Chernin, the former News Corporation executive who now runs his own media investment firm, has invested in high-flying start-ups like Pandora, Tumblr and Flipboard. For his latest investment, he has turned to Japanese anime, DealBook’s David Gelles reports. On Monday, the Chernin Group acquired a majority stake in Crunchyroll, a San Francisco-based company that streams anime over the Internet. Terms of the deal were not announced, but a person briefed on the matter said the investment was worth a little less than $100 million.

“This deal is about two things,” Mr. Chernin said in an interview. “They have built an extremely impressive anime offering. Hard-core anime fans love it. At the same time, they deserve credit for building a great subscription video platform.”

ON THE AGENDA  | 
The Brixmor Property Group reports earnings after the market closes. Karen Katz, chief executive of the Neiman Marcus Group, is on CNBC at 10:10 a.m. The bankruptcy lawyer Harvey R. Miller is on Bloomberg TV at 11:30 a.m.

APPLE BUYS A SOCIAL MEDIA ANALYTICS FIRM  | Apple, a company not known for being social, confirmed on Monday that it had bought Topsy Labs, a research firm that could help Apple better understand what people are talking about on social media networks like Twitter, Brian X. Chen and Vindu Goel report in The New York Times.

“Topsy focuses on analyzing the half a billion messages sent over Twitter every day. The company has indexed every tweet ever sent and has made them searchable, much like Google does for the web. The company also helps clients analyze tweets for various business trends,” Mr. Chen and Mr. Goel write. “While Apple has built some of its software to work with Twitter’s service, it remained unclear why a hardware maker like Apple would be interested in Topsy. Apple was not giving any clues.”

Mergers & Acquisitions »

Pearson to Buy English-Language Education Firm in Brazil  |  Pearson has agreed to buy Grupo Multi of Brazil, an English-language training company, for about 440 million pounds ($721 million), Bloomberg News reports. BLOOMBERG NEWS

Dow Chemical Plans to Shed $5 Billion of AssetsDow Chemical Plans to Shed $5 Billion of Assets  |  The possible sale or spinoff of assets - including chlorine production facilities and epoxy businesses - is the latest move by a big industrial company to try to streamline itself. DealBook »

New F.C.C. Chief Pledges to Protect Competition  |  The New York Times reports: “The chairman of the Federal Communications Commission said on Monday that he intended to aggressively promote and protect competition in the telecommunications industry, including making sure that smaller mobile phone companies have a reasonable chance of buying public airwaves in auctions next year.” NEW YORK TIMES

Rohatyn Group Closes Acquisition of Citi Unit  |  The Rohatyn Group announced it had completed its acquisition of Citi Venture Capital International, a private equity investment firm focused on emerging markets. NEWS RELEASE

INVESTMENT BANKING »

Goldman and JPMorgan Satisfy Fed With Capital PlansGoldman and JPMorgan Satisfy Fed With Capital Plans  |  On Monday, the two banks effectively put concerns of the Federal Reserve behind them after the regulator said it did not object to new capital plans that the firms had resubmitted. DealBook »

R.B.S. to Compensate Card Holders After Online Error  |  A systems error left customers unable to use their credit and debit cards for about three hours on Cyber Monday. DealBook »

Lloyds Bank Names New Chairman  |  Norman Blackwell, a current director of the Lloyds Banking Group, will become its chairman next year, succeeding Winfried Bischoff. DealBook »

UBS to Buy Back Bonds to Reduce Balance Sheet and ExpensesUBS to Buy Back Bonds to Reduce Balance Sheet and Expenses  |  The Swiss bank said it expected to incur a small loss on the buyback, but believed that would be offset by a decrease in its future interest expense. DealBook »

PRIVATE EQUITY »

Sale to NCR Is a Quick, Profitable Flip for a Private Equity Firm  |  By selling Digital Insight for $1.65 billion after buying it 124 days earlier for $1.025 billion, Thoma Bravo appears to be an incredibly savvy buyer and seller. DealBook »

HEDGE FUNDS »

Putting Hedge Fund Performance in Context  |  Bloomberg Businessweek writes: “Hedge funds overall were up around 6 percent as of the end of September, according to a recent report by Goldman Sachs, which tracks the performance of 783 different funds. Under normal circumstances, that might not be so bad, but it comes during a year when stock market indices have mostly shot upwards.” BLOOMBERG BUSINESSWEEK

I.P.O./OFFERINGS »

Research Reports Throw Some Cold Water on Twitter  |  Reuters reports: “Twitter Inc. shares slipped on Monday after some of the five lead underwriters of its initial public offering said the social media firm may not achieve Facebook-like scale and its stock may not rise much higher.” REUTERS

VENTURE CAPITAL »

From Amazon, a Masterful Public Relations Move  |  “Package delivery by drone is a loopy idea, far-fetched and the subject of instant mockery on Twitter â€" but it is hard to deny its audacity,” The New York Times writes. NEW YORK TIMES

Amazon’s Blue-Sky Thinking  |  Drone deliveries seem as overly optimistic as investors’ expectations of Amazon overall, Robert Cyran of Reuters Breakingviews writes. The company’s market value has ballooned to $180 billion, even though big profits are always hovering in the future. REUTERS BREAKINGVIEWS

LEGAL/REGULATORY »

New York Subpoenas Websites in an Effort to Curb Payday LendersNew York Subpoenas Websites in an Effort to Curb Payday Lenders  |  The move targeted 16 so-called lead generator websites, which sell reams of consumer data to payday lenders. DealBook »

At Cravath, Bonuses Are Said to Be Flat This Year  |  The law firm Cravath, Swaine & Moore “plans to pay its associate attorneys the same end-of-year bonuses it paid in 2012, reflecting a cautious mode after a year in which many big law firms are on track to make only modest revenue gains,” The Wall Street Journal reports, citing an internal memo. WALL STREET JOURNAL

Criminal Trial Ordered for EADS Shareholders  |  The New York Times reports: “A French court on Monday ordered the German carmaker Daimler and the French media conglomerate Lagardère to face a criminal trial on allegations of insider trading in the 2006 sale of shares in the European aerospace and defense group EADS.” NEW YORK TIMES

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R.B.S. to Compensate Card Holders After Online Glitch

LONDON - The Royal Bank of Scotland, bailed out by the British government five years ago, was forced to apologize Tuesday after a systems crash left millions of its customers unable to pay with their debit or credit cards for several hours on Monday evening.

The systems error occurred as Britons headed home from work on Monday, leaving them unable to buy groceries or use their cards on one of the biggest online shopping days of the year, known as “Cyber Monday.”

Monday evening, R.B.S. posted on its Twitter feed that it was aware of “technical issues,” which ultimately led to some customers being unable to conduct card transactions or access its online banking website. The company reported via its Twitter feed about three hours later that its systems were coming back online.

“We would like to apologize to our customers,” R.B.S. said in a statement on Tuesday, announcing that its systems were fully working. “If anyone has been left out of pocket as a result of these systems problems, we will put this right.”

The technical glitch is another embarrassment for the bank, which remains majority owned by the British government.

Last week, R.B.S. said it would hire the law firm Clifford Chance to independently examine its lending practices after it was criticized in two reports, including one that claimed it had forced some business clients into serious financial difficulties.

A report by British businessman and government adviser Lawrence Tomlinson claimed last week that the bank had forced some business clients unnecessarily into default so it could charge certain fees and take over assets at a discount.

Andrew Large, a former Bank of England deputy governor, said in a separate report released last week that the bank had made progress since the 2008 financial crisis but was not doing enough to lend to small and midsize businesses.

The government passed along the findings of Mr. Tomlinson’s report to the Financial Conduct Authority and the Prudential Regulation Authority, two of Britain’s financial regulators.

R.B.S. received more than 45 billion pounds, or about $73.7 billion, during the financial crisis five years ago and George Osborne, the chancellor of the Exchequer, wants to begin selling the government’s 81 percent stake in the near future.

All this comes as Ross McEwan, who took over as R.B.S.’s new chief executive in October, has vowed to change the bank’s culture and win back the trust of its customers.