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Government Rests Case Against Ex-SAC Trader

After three weeks and 13 witnesses, the government on Friday rested its insider trading case against Michael S. Steinberg, a former fund manager at SAC Capital Advisors.

The defense’s case will take considerably less time. It said it might call one witness on Monday, and then both sides will present their closing arguments. Mr. Steinberg will not take the witness stand.

Seated in the Federal District Court in Lower Manhattan, a jury of nine women and three men have been presented with hundreds of emails, phone records and trading records by the prosecution, often enduring hours of Wall Street jargon.

The prosecution, led by Antonia M. Apps, an assistant United States attorney, has accused Mr. Steinberg of trading the stocks of the technology companies Dell and Nvidia after receiving confidential information about their earnings from Jon Horvath, a former technology analyst at SAC.

They sought to establish that, under pressure from Mr. Steinberg to supply “edgy proprietary information,” Mr. Horvath turned to a network of analysts that shared nonpublic information.

“My edge is contacts at the company and their distribution channel,” Mr. Horvath wrote in an October 2007 email to an account used to send trading ideas to Steven A. Cohen, the founder of SAC.

Later in the email chain, Mr. Steinberg wrote: “I suspect the line about contacts at the company may wake up our legal eagles,” adding, “fortunately, to my knowledge, the guys don’t actually work there anymore.”

The jury listened to hours of testimony from SAC employees that pulled back the curtain on the secretive world of SAC. They also heard from witnesses who have pleaded guilty in unrelated insider trading cases and employees from Dell and Nvidia.

The government rested its case after Salvatore Cincinelli, an F.B.I. agent working in the securities and fraud division, talked jurors through the records of Mr. Steinberg’s trades in Dell and Nvidia stocks, as well as the trading records of managers at other hedge funds who were receiving the same information from Mr. Horvath’s network.

The jurors were alert and engaged as Mr. Steinberg’s lead lawyer, Barry H. Berke, began his cross-examination, lobbing a quick succession of questions at Mr. Cincinelli, flipping through the charts the prosecution presented, asking about a figure in one chart before jumping to another chart and figure.

“What I’m trying to do is keep this simple,” Mr. Berke told Mr. Cincinelli as he questioned the validity of Mr. Cincinelli’s method of presenting the trading information on which Mr. Steinberg’s guilt or innocence may hinge.

At times Mr. Cincinelli was unable to follow, replying “I don’t recall.” Judge Richard J. Sullivan also interjected at one point to say he didn’t understand a question asked by Mr. Berke.

Jurors were also given one last glimpse into the world of insider trading when Hyung Lim took the witness stand. Mr. Lim, who worked at Altera Corporation and Broadcom, has pleaded guilty to insider trading charges. He admitted to providing his friend Danny Kuo, another analyst in Mr. Horvath’s information network who was employed at Whittier Trust, with nonpublic information about Nvidia.

When asked why he supplied information to Mr. Kuo even though he knew it was illegal, Mr. Lim replied, “It was easy information for me to get.”

“Danny was a friend; he wanted help, so I just gave it to him,” he added. Mr. Lim said he and Mr. Kuo played poker together.

Mr. Berke’s performance was strongest during his seven-day cross-examination of Mr. Horvath. He has argued that Mr. Steinberg did not know the information he received from Mr. Horvath was obtained illegally.

The defense team has tried to discredit Mr. Horvath, who pleaded guilty to insider trading charges in September 2012 and agreed to help prosecutors in the investigation of Mr. Steinberg.

Mr. Steinberg’s trial strikes at the core of a decade-long investigation of SAC by the government. The trial began on Nov. 20, two weeks after SAC agreed to pay $1.2 billion and plead guilty to five counts of insider trading violations. Of the eight SAC employees to be charged criminally, six have pleaded guilty to securities fraud in what the government has called a “systematic” insider trading scheme.



Weekend Reading: The Twelve Days of Wall Street

Before you head off for your holiday office party, please groan along with this ode to holiday puns.

On the first day of bonus season
my supervisor sent to me:
12 Dwarves for Tossing
11 Padded Bills
10 Leads a Left
9 Bailout Lawsuits
8 ‘Issues With Bloomberg’
7 Hedge Fund Hot Dogs
6 “Sons and Daughters”
5 Tommy John’s
4 Housing Booms
3 Twitter #Fails
2 Bitcoin Moguls
and a $13 billion settlement.

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

FRIDAY, DEC. 13

William Morris Poised to Be Highest Bidder for Sports Agency | As the auction for the global sports powerhouse IMG draws to a close, the Los Angeles-based talent agency William Morris Endeavor appears poised to submit the highest bid. DealBook »

Charter Prepares Takeover Offer for Time Warner Cable | Charter Communications is preparing to make an offer of less than $135 a share for Time Warner Cable, according to people briefed on the matter. DealBook »

THURSDAY, DEC. 12

A Surprise From Hilton: Big Profit for Blackstone | In the topsy-turvy world of private equity math, what at first glance looks like a multibillion-dollar loss can in fact be a huge gain. DealBook »

High & Low Finance: It’s Hard to Summon Sympathy for Big Banks | Big banks have gone from being viewed as national champions â€" proof of a country’s standing in the world â€" to being seen as a potential source of national disaster, writes Floyd Norris. DealBook »

$25 Million in New Financing for Coinbase | Andreessen Horowitz led a fund-raising round for a Bitcoin start-up in San Francisco. DealBook »

In Insurance, Treasury Urges More Clarity, More Rigor and More Oversight | The report called for a greater federal role in the regulation of insurance, particularly in areas like mortgage insurance, the collection and use of personal data to set prices, and the use of secretive entities known as captives to keep risks off the books of insurers. DealBook »

The Fevered Jungle of Wall Street Receives Visitors From Colder Climes | Kindergartners and financiers gathered at the Blackstone’s headquarters to meet animals from Sea World, the theme park that the firm took public. DealBook »

Bank of America to Pay $131.8 Million Penalty in Mortgage Deals | The settlement arises from a series of collateralized debt obligations that Merrill Lynch cobbled together and marketed. DealBook »

Malone’s Media Firm Bids for Rest of Dutch Cable Operator | Any potential deal for Ziggo, which could be worth more than 5 billion euros ($6.9 billion) would be the latest in a string of acquisitions in the European telecommunications and cable industry. DealBook »

WEDNESDAY, DEC. 11

Criminal Action Is Expected For JPMorgan in Madoff Case | JPMorgan Chase and federal authorities are nearing settlements over the bank’s ties to Bernard L. Madoff, striking tentative deals that would involve roughly $2 billion in penalties. The government will use a sizable portion of the money to compensate Mr. Madoff’s victims. DealBook »

Hilton Prices Initial Public Offering at $20 | Hilton will become the latest company backed by a private equity shop to pursue an I.P.O. DealBook »

Boies Schiller Again Pays Associates Generous Bonuses | The law firm is paying bonuses of as much as $300,000 to some of its associates, with the average young lawyer taking home an additional $85,000. DealBook »

JPMorgan Plans to Unveil a Program for Job Skills | The five-year, $250 million initiative is focused on filling the skills gaps in some of the largest United States and European job markets, including New York, Chicago, Los Angeles and London. DealBook »

Royal Bank of Scotland in $100 Million Settlement | Civil investigations accused former employees of helping conceal transactions involving customers from Iran, Sudan and other nations subject to international sanctions for about a decade. DealBook »

The Trade: Soothing Words on ‘Too Big to Fail,’ but With Little Meaning | Simply asserting that the financial system becomes safer as regulators complete Dodd-Frank rules does not make it so, writes Jesse Eisinger of ProPublica. DealBook »

Falling Club Faces Doubter in the Market | The British hedge fund manager Crispin Odey is making a $5 million bet that Manchester United’s New York-listed shares are destined for a poor showing. DealBook »

TUESDAY, DEC. 10

At the Finish Line on the Volcker Rule | Interviews pull back a curtain on the private negotiations to show how the regulators completed a rule that has divided Wall Street and Washington. DealBook »

News Analysis: ‘Long and Arduous Process’ to Ban a Single Wall Street Activity | Regulators will have to remain extremely vigilant, and understand highly complex trading books, if they are to properly enforce the rule. DealBook »

Activist Hedge Fund Seeks Higher Bid in Pharmaceutical Merger | Paul Singer’s fund urged McKesson to sweeten its deal to acquire the Germany’s Celesio. DealBook »

Lucky Brand Apparel Sold to Private Equity Firm for $225 Million | Mid- to high-end fashion brands are finding themselves as acquisition targets. DealBook »

MONDAY, DEC. 9

Rule That Curbs Bank Risk-Taking Nears Approval | Wall Street is entering an uncertain new era as the rule that has come to symbolize Washington’s efforts to rein in financial risk-taking finally takes hold. DealBook »

U.S. Ends Bailout of G.M., Selling Last Shares of Stock | The sale closes a tumultuous chapter in the history of the American auto industry, and allows the nation’s largest automaker to continue its comeback free from the stigma of being known as “Government Motors.” DealBook »

Cerberus Regrouping in Bid to Sell Gun Maker | Efforts to sell the Freedom Group, which produced the Bushmaster rifle that Adam Lanza used in his deadly school shooting in Connecticut, have been hamstrung by the public furor that prompted the auction in the first place. DealBook »

Sysco to Buy Rival US Foods in Deal Valued at $3.5 Billion | The deal unites the two biggest food distributors in the country, solidifying Sysco’s position as the reigning giant in an already consolidated industry. DealBook »

DealBook Column: How Mandela Shifted Views on Freedom of Markets | Nelson Mandela’s extraordinary legacy overshadowed his complicated journey to support free markets and a free economy, writes Andrew Ross Sorkin. DealBook »

For Natural Adversary of the Bargaining Table, Labor Holds a Banquet | Private equity firms and steelworkers have shown a willingness to cooperate. DealBook »

SUNDAY, DEC. 8

Near Vote, Volcker Rule Weathering New Attacks | Lobbyists for Wall Street banks and business trade groups issued thinly veiled threats about challenging the Volcker Rule in court. DealBook »

Ex-Trader at SAC Seeks Testimony Cohen Gave | Steven A. Cohen is not likely to testify at the insider trading trial of Mathew Martoma, but Mr. Martoma wants to use some of the testimony that Mr. Cohen gave in a related investigation. DealBook »

Activist Investor Plans to Increase Pressure on Bob Evans | The hedge fund Sandell Asset Management is waging only one of a growing number of battles in the food industry. DealBook »

Gun Maker’s Owner to Offer a Way Out to Its Investors | Cerberus Capital Management is planning to give other investors in the Freedom Group a way to cash out as an attempt to sell it has stalled. DealBook »

WEEK IN VERSE

We’re dedicating the Grammy nominations to Wall Street.

‘Royals’ | To Bitcoin investors, who are betting big on the fantasy of the digital currency. YouTube »

‘Locked Out Of Heaven’ | To JPMorgan Chase, whose troubles with regulators don’t seem to have an end. YouTube »

‘Thrift Shop’ | To Boies Schiller, whose associates can certainly afford the finest threads. YouTube »

‘Same Love’ | To Goldman Sachs, which was one the first big banks recognized for promoting gay rights. YouTube »

‘Roar’ | To Blackstone, the private equity firm that really loves animals. YouTube »



Weekend Reading: The Twelve Days of Wall Street

Before you head off for your holiday office party, please groan along with this ode to holiday puns.

On the first day of bonus season
my supervisor sent to me:
12 Dwarves for Tossing
11 Padded Bills
10 Leads a Left
9 Bailout Lawsuits
8 ‘Issues With Bloomberg’
7 Hedge Fund Hot Dogs
6 “Sons and Daughters”
5 Tommy John’s
4 Housing Booms
3 Twitter #Fails
2 Bitcoin Moguls
and a $13 billion settlement.

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

FRIDAY, DEC. 13

William Morris Poised to Be Highest Bidder for Sports Agency | As the auction for the global sports powerhouse IMG draws to a close, the Los Angeles-based talent agency William Morris Endeavor appears poised to submit the highest bid. DealBook »

Charter Prepares Takeover Offer for Time Warner Cable | Charter Communications is preparing to make an offer of less than $135 a share for Time Warner Cable, according to people briefed on the matter. DealBook »

THURSDAY, DEC. 12

A Surprise From Hilton: Big Profit for Blackstone | In the topsy-turvy world of private equity math, what at first glance looks like a multibillion-dollar loss can in fact be a huge gain. DealBook »

High & Low Finance: It’s Hard to Summon Sympathy for Big Banks | Big banks have gone from being viewed as national champions â€" proof of a country’s standing in the world â€" to being seen as a potential source of national disaster, writes Floyd Norris. DealBook »

$25 Million in New Financing for Coinbase | Andreessen Horowitz led a fund-raising round for a Bitcoin start-up in San Francisco. DealBook »

In Insurance, Treasury Urges More Clarity, More Rigor and More Oversight | The report called for a greater federal role in the regulation of insurance, particularly in areas like mortgage insurance, the collection and use of personal data to set prices, and the use of secretive entities known as captives to keep risks off the books of insurers. DealBook »

The Fevered Jungle of Wall Street Receives Visitors From Colder Climes | Kindergartners and financiers gathered at the Blackstone’s headquarters to meet animals from Sea World, the theme park that the firm took public. DealBook »

Bank of America to Pay $131.8 Million Penalty in Mortgage Deals | The settlement arises from a series of collateralized debt obligations that Merrill Lynch cobbled together and marketed. DealBook »

Malone’s Media Firm Bids for Rest of Dutch Cable Operator | Any potential deal for Ziggo, which could be worth more than 5 billion euros ($6.9 billion) would be the latest in a string of acquisitions in the European telecommunications and cable industry. DealBook »

WEDNESDAY, DEC. 11

Criminal Action Is Expected For JPMorgan in Madoff Case | JPMorgan Chase and federal authorities are nearing settlements over the bank’s ties to Bernard L. Madoff, striking tentative deals that would involve roughly $2 billion in penalties. The government will use a sizable portion of the money to compensate Mr. Madoff’s victims. DealBook »

Hilton Prices Initial Public Offering at $20 | Hilton will become the latest company backed by a private equity shop to pursue an I.P.O. DealBook »

Boies Schiller Again Pays Associates Generous Bonuses | The law firm is paying bonuses of as much as $300,000 to some of its associates, with the average young lawyer taking home an additional $85,000. DealBook »

JPMorgan Plans to Unveil a Program for Job Skills | The five-year, $250 million initiative is focused on filling the skills gaps in some of the largest United States and European job markets, including New York, Chicago, Los Angeles and London. DealBook »

Royal Bank of Scotland in $100 Million Settlement | Civil investigations accused former employees of helping conceal transactions involving customers from Iran, Sudan and other nations subject to international sanctions for about a decade. DealBook »

The Trade: Soothing Words on ‘Too Big to Fail,’ but With Little Meaning | Simply asserting that the financial system becomes safer as regulators complete Dodd-Frank rules does not make it so, writes Jesse Eisinger of ProPublica. DealBook »

Falling Club Faces Doubter in the Market | The British hedge fund manager Crispin Odey is making a $5 million bet that Manchester United’s New York-listed shares are destined for a poor showing. DealBook »

TUESDAY, DEC. 10

At the Finish Line on the Volcker Rule | Interviews pull back a curtain on the private negotiations to show how the regulators completed a rule that has divided Wall Street and Washington. DealBook »

News Analysis: ‘Long and Arduous Process’ to Ban a Single Wall Street Activity | Regulators will have to remain extremely vigilant, and understand highly complex trading books, if they are to properly enforce the rule. DealBook »

Activist Hedge Fund Seeks Higher Bid in Pharmaceutical Merger | Paul Singer’s fund urged McKesson to sweeten its deal to acquire the Germany’s Celesio. DealBook »

Lucky Brand Apparel Sold to Private Equity Firm for $225 Million | Mid- to high-end fashion brands are finding themselves as acquisition targets. DealBook »

MONDAY, DEC. 9

Rule That Curbs Bank Risk-Taking Nears Approval | Wall Street is entering an uncertain new era as the rule that has come to symbolize Washington’s efforts to rein in financial risk-taking finally takes hold. DealBook »

U.S. Ends Bailout of G.M., Selling Last Shares of Stock | The sale closes a tumultuous chapter in the history of the American auto industry, and allows the nation’s largest automaker to continue its comeback free from the stigma of being known as “Government Motors.” DealBook »

Cerberus Regrouping in Bid to Sell Gun Maker | Efforts to sell the Freedom Group, which produced the Bushmaster rifle that Adam Lanza used in his deadly school shooting in Connecticut, have been hamstrung by the public furor that prompted the auction in the first place. DealBook »

Sysco to Buy Rival US Foods in Deal Valued at $3.5 Billion | The deal unites the two biggest food distributors in the country, solidifying Sysco’s position as the reigning giant in an already consolidated industry. DealBook »

DealBook Column: How Mandela Shifted Views on Freedom of Markets | Nelson Mandela’s extraordinary legacy overshadowed his complicated journey to support free markets and a free economy, writes Andrew Ross Sorkin. DealBook »

For Natural Adversary of the Bargaining Table, Labor Holds a Banquet | Private equity firms and steelworkers have shown a willingness to cooperate. DealBook »

SUNDAY, DEC. 8

Near Vote, Volcker Rule Weathering New Attacks | Lobbyists for Wall Street banks and business trade groups issued thinly veiled threats about challenging the Volcker Rule in court. DealBook »

Ex-Trader at SAC Seeks Testimony Cohen Gave | Steven A. Cohen is not likely to testify at the insider trading trial of Mathew Martoma, but Mr. Martoma wants to use some of the testimony that Mr. Cohen gave in a related investigation. DealBook »

Activist Investor Plans to Increase Pressure on Bob Evans | The hedge fund Sandell Asset Management is waging only one of a growing number of battles in the food industry. DealBook »

Gun Maker’s Owner to Offer a Way Out to Its Investors | Cerberus Capital Management is planning to give other investors in the Freedom Group a way to cash out as an attempt to sell it has stalled. DealBook »

WEEK IN VERSE

We’re dedicating the Grammy nominations to Wall Street.

‘Royals’ | To Bitcoin investors, who are betting big on the fantasy of the digital currency. YouTube »

‘Locked Out Of Heaven’ | To JPMorgan Chase, whose troubles with regulators don’t seem to have an end. YouTube »

‘Thrift Shop’ | To Boies Schiller, whose associates can certainly afford the finest threads. YouTube »

‘Same Love’ | To Goldman Sachs, which was one the first big banks recognized for promoting gay rights. YouTube »

‘Roar’ | To Blackstone, the private equity firm that really loves animals. YouTube »



Bacon of Moore Capital Buys Taos Ski Valley Resort

The ski areas of the American West are a familiar stomping ground for Wall Street titans, and a house in Aspen or Vail can be a prized asset.

But one billionaire financier, Louis M. Bacon, has bought an entire ski resort.

Mr. Bacon, the founder of the hedge fund Moore Capital Management, has agreed to buy Taos Ski Valley, a family-owned ski area near Taos, N.M. The deal, announced on Wednesday, would provide capital for needed improvements to the resort. The price was not disclosed.

An outdoorsman and conservationist, Mr. Bacon owns thousands of acres of land through his charitable foundation, a portfolio that includes Colorado, Long Island and the Bahamas. Last year, for example, he donated conservation easements to the Fish and Wildlife Service protecting 167,000 acres of ranch land in Colorado, and he agreed to put 21,000 additional acres into conservation easements this June.

Though he has made billions of dollars for himself and his investors over the years, Mr. Bacon was stumped last year by the debt crisis in Europe and returned about 25 percent of his main fund to investors. He is still a billionaire, however, with an estimated net worth of $1.4 billion as of September, according to Forbes.

In the ski deal, he is taking over an operation that has been in family hands since Ernie Blake opened it in 1954. Mr. Blake, a German immigrant who served on George S. Patton’s intelligence staff during the World War II, was inducted into the United States Ski Hall of Fame in 1987, two years before he died.

With the base area of the resort needing improvements, the descendants of Mr. Blake started discussing five years ago about what to do, said Adriana Blake, his granddaughter. They met with Peter Talty, a representative of Mr. Bacon.

This summer, Mickey Blake, the chief executive of Taos Ski Valley, proposed that the family sell to Mr. Bacon, who owns land in the area, Ms. Blake said.

“The family got together and had this big heart to heart about how as a ski operation we will never be able to make these improvements about risking the company,” Ms. Blake said.

In an interview, Ms. Blake emphasized that Mr. Bacon intended to preserve the “European, cozy and small” feel of the place, which has about 600 employees in the winter. The improvements would include buying new lifts on the mountain.

“Our mandate is clear and we are dedicated to advancing the Blake family vision and legacy of Taos Ski Valley, by continuing to provide an unmatched skiing experience while serving as an economic driver for northern New Mexico,” Mr. Talty said in a statement.

The deal is subject to approval by the shareholders of Taos, many of whom are related to the founder. Ms. Blake said she expected the deal to close by the end of the winter.



Rare Victory in Hong Kong for Victims of Insider Trading

Nearly 300 Hong Kong investors are about to share an early $3 million Christmas present. That’s the amount that the former Morgan Stanley banker Du Jun has been told to pay the unwitting victims of his insider trading in 2007. White-collar criminals should beware, but investors shouldn’t expect a rush of future payments.

The ruling â€" the first of its kind in Hong Kong â€" is a big victory for regulators in the Asian financial center, where insider trading wasn’t even a criminal offense before 2003. It’s also a powerful riposte to those who argue that the victims of such crime are hard to identify. Hong Kong’s Securities and Futures Commission concluded that investors who sold their shares in CITIC Resources to Mr. Du had lost out by the amount the stock would have been worth if the market had access to the banker’s information. Since Mr. Du subsequently sold the shares, he could not return them, so must instead compensate investors in cash.

Insider trading cases are rarely this straightforward. Mr. Du was working for CITIC Resources and bought shares ahead of a transaction. Recent cases against hedge fund managers in the United States did not benefit from such an obvious smoking gun. Though that didn’t prevent the American regulators from securing convictions, it makes it harder to identify the investors who lost out. Where victims can be identified, the United States has a process for setting up so-called “fair funds” to redistribute fines. In other countries, the proceeds are often just recycled into government coffers.

Mr. Du has already received a six-year prison sentence and lifetime securities ban. But in case that wasn’t enough, the latest ruling may serve as an extra deterrent to other would-be insider traders. The lengthy battle to compensate investors, though, suggests similar cases will remain relatively rare. Unlike Christmas, such presents are unlikely to become an annual event.

Peter Thal Larsen is Asia Editor of Reuters Breakingviews. For more independent commentary and analysis, visit breakingviews.com.



Charter Prepares Takeover Offer for Time Warner Cable

Charter Communications is preparing to make an offer of less than $135 a share for Time Warner Cable, according to people briefed on the matter.

The offer, which is likely to come in the form of a so-called bear hug letter, will consist of a mix of cash and Charter stock. It will set the wheels in motion for a new round of consolidation in the cable operator industry.

Such a deal would have an equity value of around $38 billion. Charter could make its offer as early as next week

Charter has been vocal about its appetite for a deal with Time Warner Cable, the second-largest cable operator after Comcast. In recent months, as speculation about a deal has increase, Time Warner Cable’s stock has surged from around $94 per share to as high as $138.22 per share. On Friday afternoon shares were trading around $131 apiece.

Charter believes it can get away with offering what is a small premium above the current trading price because of the steep run up in recent months. Shares of Time Warner Cable were trading around $131 on Friday, up more than 8 percent since early September.

Charter is being advised by LionTree Advisors, a boutique investment bank run by former UBS head of mergers and acquisitions Aryeh Bourkoff, and Goldman Sachs.

Yet behind the scenes at Charter is John Malone, the media mogul who once sold the country’s largest cable operator, TCI, to AT&T. Earlier this year Mr. Malone’s holding company, Liberty Media, acquired 27 percent of Charter. Now Mr. Malone and Liberty Media’s chief executive, Greg Maffei, are encouraging Charter to make a bid for Time Warner Cable.

Though Charter would have to take on significant debt to pay for Time Warner Cable, people familiar with the company’s thinking believe it is a manageable amount, and that the combined company could pay it down quickly. Time Warner Cable does not currently have much leverage, and could support a larger debt load, they said.

Time Warner Cable appears in no rush to do a deal. Though its pay television subscribers are falling, it continues to find success providing high speed internet and business services.

Nonetheless, Time Warner Cable earlier this year approached Comcast about a merger. Comcast appears to be taking the invitation seriously, and has hired JPMorgan to advise it, a move that also gives it access to one of Wall Street’s biggest balance sheets.

Yet such a deal would unite the two largest cable operators and face close antitrust scrutiny.

Charter’s plan to make a bear hug offer was reported earlier by Bloomberg News. All parties involved declined to comment.

Michael J. de la Merced contributed reporting.



Giving Feedback That Works

So here’s the conundrum: Each of us requires critical feedback to get better at anything, but most criticism feels like condemnation, judgment, disapproval and disparagement. In short, it’s painful and destabilizing. So what is a leader or a manager to do?

Most end up going to one extreme or another. Either they opt for too much honesty, or too much compassion. They avoid tough feedback out of the desire to avoid conflict and the resulting discomfort. Or they justify blunt directness as being real, even though it can be hurtful, even cruel and, ultimately, counterproductive.

The nut of the problem is surprisingly simple. We human beings are vastly more vulnerable than we want to believe. When our value feels at risk, which is usually the case when we’re told we’ve fallen short in some way, our first response is physiological. We move to fight â€" striking out to defend our value â€" or to flight â€" withdrawing or shutting down.

What we don’t do when we’re feeling threatened is embrace new information, no matter how accurate or potentially valuable it may be.

But what if a manager could be real and direct, without putting the other person’s value at risk? It’s possible, but it takes a great deal of care and precision. Care comes first. It’s not just about valuing the other person, but making sure you communicate that feeling up front. Your goal is for the other person to truly take in what you’re saying, and that’s only possible when that person feels safe.

That’s where precision matters. You want to be as clear as possible about describing the problem or the behavior, while avoiding a blanket indictment. It’s the same way a neurosurgeon must be meticulous in operating on a specific region of the brain to avoid causing broader damage.

None of this is possible if you yourself are in fight or flight â€" feeling your own set of negative emotions â€" when you offer criticism. You’re far more likely to be effective when you deliver feedback with authentic humility. The psychologist Robert Kegan calls this “deconstructive criticism.” It begins with the recognition that whatever you’ve concluded about another person’s behavior may or may not be wholly right, or right at all.

Deconstructive criticism requires holding two opposites: your own negative and often strongly held assessment of another person’s actions, and the possibility that the other person may have an entirely different view of the same reality.

One way to acknowledge this possibility is to start your dialogue with the incontrovertible facts â€" what is observably true. As in: “You were late getting me that report, and that’s the third time it’s happened during the past month.” Then, you move more tentatively to a conclusion like this: “The story I’m telling myself about why you’ve been late is. …”

The point is to acknowledge that you can’t know for certain how to interpret or evaluate the lateness. Rather than simply delivering an indictment, you’re leaving open the possibility that there are mitigating circumstances. You’ve opened the possibility for a dialogue â€" a deconstruction of what happened â€" rather than pushing the other person into a defensive posture.

Another way to think about feedback is to imagine how you would give it at your best. That forces you out of reactive mode, and ensures you are instead more reflective, deliberate and nuanced in the feedback you provide. If you find you can’t conceive of how you would do that at your best, you’re probably still feeling triggered, and you’re better off waiting until you’ve calmed down.

The real challenge in feedback is not delivering information but rather influencing behavior. The most powerful way to do that is not by shaming and finger-pointing, nor by sidestepping and soft-pedaling, but rather by respectfully sharing what you’ve observed, deconstructing it together and collaboratively creating a shared vision of a better way forward.

About the Author

Tony Schwartz is the chief executive of the Energy Project and the author, most recently, of “Be Excellent at Anything: The Four Keys to Transforming the Way We Work and Live.” Twitter: @tonyschwartz



William Morris Poised to Be Highest Bidder for Sports Agency

As the auction for the global sports powerhouse IMG draws to a close, the Los Angeles-based talent agency William Morris Endeavor appears poised to submit the highest bid.

Offers for the company are due Friday from three bidders, and a decision could come as early as Saturday.

Backed by Silver Lake, its private equity investor of less than two years, William Morris plans to offer more than $2 billion for the sports agency, according to people briefed on the matter who spoke on the condition of anonymity because they were not authorized to comment publicly.

Peter Chernin, a former News Corporation executive who now runs a media investment firm, has joined the European fund CVC Capital and other investors in a bid for less than $2 billion, according to people briefed on the matter who spoke on the condition of anonymity because details of the auction were private. ICM, another Los Angeles-based talent agency working with the private equity firm Carlyle Group, will most likely also bid less than $2 billion.

Representatives for IMG and its parent company, Forstmann Little, declined to comment. Representatives for Mr. Chernin, Carlyle and Silver Lake also declined to comment.

Mr. Chernin, as a former top executive at News Corporation, has experience in the sports industry having overseen Fox Sports. A deal with IMG could create synergies with the two Los Angeles-based talent agencies, which each have ties to film, television and other media. For Silver Lake, IMG could also be an attractive way to diversify William Morris’s business should it ever wish to take the agency public.

The private equity firm Forstmann Little acquired IMG for $750 million in 2004, and the company has transformed it from a talent agency to a diversified international operation that includes sports event production, licensing, fashion and other businesses. IMG handles retailing and licensing for the All England Lawn Tennis Club, which organizes the Wimbledon tennis tournament.

Although IMG handles top-tier athletes and entertainers including Peyton Manning and Justin Timberlake, its representation activities now account for less than 10 percent of its cash flow, according to people close to the company.

The company had been projecting earnings before interest, taxes, depreciation and amortization, or Ebitda, of $200 million for 2013, but IMG and Forstmann Little have more recently brought that figure down closer to $180 million. The company has a robust college sports business, which sells merchandise for 200 sports properties across the country and represents the multimedia rights for nearly 100 colleges and universities. But its sale of national sponsorships has lagged somewhat in recent months, according to a person close to the agency’s activities.

Mark McCormack and the golf legend Arnold Palmer famously started IMG through a handshake deal in 1960. IMG has for years been the subject of sale speculation, ignited by Mr. McCormack’s death in 2003 and fueled by the death of Ted Forstmann, Forstmann Little’s founder, in 2011.

IMG began prepping for a sale at the end of 2012, hiring Morgan Stanley and Evercore earlier this year to market the company. The two banks reached out to an unusually large pool of potential buyers, which at one point included the talent agency Creative Artists Agency and the real estate investment firm Colony Capital.



Regulator Leaves Loophole for Some Banks to Avoid E.U. Bonus Caps

LONDON - Some European bankers making more than 500,000 euros a year may be able to avoid caps on their bonus compensation if their jobs don’t cause potential financial risk to the bank, according to new draft rules introduced by a European regulator on Friday.

Earlier this year, European lawmakers adopted caps designed to limit banker bonuses amid a public outcry over outsize pay packages as taxpayers in Europe are still struggling to recover from the financial crisis.

Bonuses would be limited to one year’s base salary under the cap, but they could be as high as double the base salary if a bank’s shareholders sign off on the bonuses. The limits are expected to go into place beginning in 2015.

On Friday, the European Banking Authority, a London-based regulator in charge putting in place the rules that lawmakers pass, said it would propose in the final draft of the rules a potential exclusion for bankers making more than 500,000 euros ($687,000) a year in total compensation.

Financial institutions will have to “demonstrate that the excluded staff on the basis of the business unit they are working in, as well as of their duties and activities have indeed no material impact on the institution’s risk profile,” the banking authority said.

The authority had initially proposed that bonuses for anyone making more than 500,000 euros was automatically capped.

The new rules will be published later this month and submitted to the European Commission for adoption.

Under the proposed rules, financial institutions will have to notify their regulators in their home countries of any employees who are to be excluded and make more than 500,000 euros a year. Regulators can challenge those exclusions.

Local regulators must sign off ahead of time on exclusions for employees who make more than 750,000 a year.

Britain filed a lawsuit in September at the European Court of Justice challenging the caps. London is home to the European investment banking operations of many of the world’s largest banks.

The British Bankers’ Association, which has asked the limits be postponed, said earlier this year that as many as 35,000 employees at financial institutions worldwide could be affected by the caps.



Morning Agenda: How Blackstone Made Money on Hilton

The Blackstone Group, which took the Hilton hotel group public on Thursday, has increased the value of its investment by nearly $10 billion through a combination of lucky timing, smart financial engineering and disciplined management. In the topsy-turvy world of private equity math, however, that huge gain might at first glance look like a multibillion-dollar loss, DealBook’s David Gelles writes. After all, the initial market capitalization of Hilton Worldwide Holdings on Thursday was $20 billion, compared with the headline-grabbing price of $26 billion that Blackstone paid when it took Hilton private in 2007.

In buying the hotel company, Blackstone contributed about $5.5 billion of cash to the deal and borrowed about $20.5 billion from big banks. Over the next couple of years, the private equity firm used profits from Hilton to pay down that debt, opting against paying itself special dividends. When the financial crisis hit, Blackstone wrote down the value of its investment by more than half, causing the value of the banks’ debt to plummet. In 2009, it looked as if the Hilton deal could turn out to be a disaster.

But Blackstone approached its lenders in 2010 and offered to restructure the deal, buying back some of the bank debt at a discount. Some lenders received just 35 cents on the dollar, while other lenders converted their debt into preferred equity. Blackstone agreed to inject more capital into the business, bringing its total equity investment to around $6.5 billion. Between its regular debt servicing, the restructuring in 2010 and proceeds from the initial public offering, Hilton will have about $12 billion in debt, down from $20.5 billion at the time of the buyout.

“They’ve accomplished a lot through leverage,” said Robert M. La Forgia, the chief financial officer of Hilton at the time of its sale, who now runs Apertor, a hospitality consultant firm. “They almost lost the company, and might have without the debt restructuring.”

A separate Blackstone I.P.O. paid some rather adorable dividends on Thursday. About a dozen kindergartners, and a few high-powered financiers, gathered at the firm’s Midtown Manhattan headquarters to get up close with eight animal ambassadors from Sea World, the theme park operator that the firm took public this year, DealBook’s Michael J. de la Merced reports.

Among the dignitaries the group greeted were Pete and Penny, Magellanic penguins brought in from Sea World’s Orlando, Fla., park, in addition to Sophia and King, Eurasian eagle owls that hailed from Tampa, Fla., and San Diego. Shivers and Journey, Siberian huskies from Tampa, were also in attendance.

A FRESH MORTGAGE PENALTY FOR BANK OF AMERICA  | “The fallout from the bursting of the housing bubble continues to plague Wall Street,” Matthew Goldstein reports in DealBook. “Bank of America agreed on Thursday to pay the Securities and Exchange Commission a $131.8 million penalty to settle an investigation linked to the structuring and sale of two complex mortgage securities that its Merrill Lynch division sold to investors.

“The settlement arises from a series of collateralized debt obligations that Merrill Lynch cobbled together and marketed. The hedge fund Magnetar Capital, based in Evanston, Ill., had a role in helping pick some of the mortgage securities in the C.D.O.’s. The S.E.C., in an administrative order, accused Merrill Lynch of misleading investors by failing to disclose Magnetar’s role in influencing the selection of the underlying securities in the C.D.O.’s. Merrill Lynch also failed to disclose that the hedge fund had not only invested in the deal but was also shorting, or betting against, its performance in some instances, the S.E.C. said.”

ON THE AGENDA  |  The producer price index for November is released at 8:30 a.m. Peter R. Orszag, a former White House official who is a vice chairman at Citigroup, is on CNBC at 4:30 p.m.

$25 MILLION IN FINANCING FOR A BITCOIN FIRM  | Silicon Valley is increasing its real money bets on the virtual currency known as Bitcoin. The venture capital firm Andreessen Horowitz announced on Thursday that it had led a $25 million fund-raising round for Coinbase, a Bitcoin start-up in San Francisco that aims to help virtual currencies gain mainstream acceptance, Nathaniel Popper reports in DealBook. The size of the financing round dwarfs the previous largest fund-raising effort by a Bitcoin company, Circle Internet Financial, which raised $9 million in October from investment firms including Accel Partners.

“It’s hard to overstate the excitement of a certain segment of the technology community,” Chris Dixon, a partner at Andreessen Horowitz who will join Coinbase’s board, said on Thursday. “Every day somebody comes in and says, ‘Bitcoin is going to be as big as the Internet.’”

Mergers & Acquisitions »

A.I.G. Said to Be in Talks With New Bidder for Its Aircraft Leasing UnitA.I.G. Said to Be in Talks With New Bidder for Its Aircraft Leasing Unit  |  The insurer is in discussions with AerCap, another aircraft lessor, over a potential sale of the International Lease Finance Corporation for about $5 billion. DealBook »

Microsoft Is Said to Consider Qualcomm Executive for Top Job  |  Steven M. Mollenkopf, the chief operating officer of Qualcomm, is among the candidates Microsoft is considering to succeed Steven A. Ballmer as chief executive, according to Bloomberg News. BLOOMBERG NEWS

G.M. Sells Rest of Stake in Ally FinancialG.M. Sells Rest of Stake in Ally Financial  |  General Motors sold the 8.5 percent stake in its onetime financing arm through a private placement of shares for $900 million. DealBook »

Coke to Divide North American Business in Two Units  |  The Coca-Cola Company said it would split its North American operations into two units, as it seeks to return to a franchise model, Reuters reports. REUTERS

The Deals That Weren’t  |  Quartz recounts some of the “biggest M.&A. fails of 2013,” including BlackBerry’s failure to sell itself. QUARTZ

Ziggo Still Has Cards to Play in Liberty Global Talks  |  Now that Ziggo, the Dutch cable group, has conceded a willingness to sell to Liberty, its task is to get full value from a weak position, Quentin Webb of Reuters Breakingviews writes. REUTERS BREAKINGVIEWS

INVESTMENT BANKING »

Little Sympathy for Big Banks  |  Banks have gone from being viewed as national champions â€" proof of a country’s standing in the world â€" to being seen as a potential source of national disaster, Floyd Norris writes in the High & Low Finance column in The New York Times. DealBook »

Wall Street Trade Group Names New LeaderWall Street Trade Group Names New Leader  |  The Securities Industry and Financial Markets Association has appointed Kenneth E. Bentsen Jr., its president, as chief executive, succeeding Judd Gregg. DealBook »

How a Physics Puzzle Helps Explain Markets  |  The Schrödinger’s cat thought experiment, “intended to demonstrate the eccentricity of a certain school of quantum physics, makes a satisfying analogy for the state of markets after five years of quantitative easing by the Federal Reserve,” The Financial Times writes. FINANCIAL TIMES

A Senior Trader Returns to Credit Suisse  |  After leaving his job as a senior trader at Credit Suisse for the hedge fund Brevan Howard in April, Neilan Govender is back at the Swiss bank, Financial News reports. FINANCIAL NEWS

PRIVATE EQUITY »

Sycamore Partners Closes In on Jones Group  |  The Wall Street Journal reports: “Jones Group Inc. is nearing a deal to sell itself to private equity firm Sycamore Partners, according to a person familiar with the matter, in a takeover that would value the footwear and apparel maker at roughly $1.2 billion.” WALL STREET JOURNAL

HEDGE FUNDS »

Hedge Fund Inflated Value of Coal Investment and Client Fees, S.E.C. SaysHedge Fund Inflated Value of Coal Investment and Client Fees, S.E.C. Says  |  GLG Partners has agreed to pay almost $9 million to settle charges that it overvalued its investment in a Siberian company, and in turn, inflated client fees. DealBook »

SAC Is Said to Consider Changing Its Name  |  The Wall Street Journal reports: “SAC Capital Advisors LP is considering big changes to its business as it restructures, including scaling back relationships with some Wall Street banks and perhaps changing its name, according to people familiar with the matter.” WALL STREET JOURNAL

I.P.O./OFFERINGS »

Instagram Unveils Private Messaging Service  |  “The introduction of Instagram Direct, available for iPhone and Android users, comes at a time when private messaging services like Snapchat and WhatsApp are rising in popularity among mobile users,” Jenna Wortham reports in the Bits blog. NEW YORK TIMES BITS

Twitter’s Plans for Its MoPub Acquisition  |  “Twitter pulled the covers back on how it plans to make money off mobile apps besides its own. The strategy: take its native advertising playbook to the wider mobile world,” The Wall Street Journal writes. WALL STREET JOURNAL

VENTURE CAPITAL »

Virtual Reality Start-Up Attracts $75 Million  |  Andreessen Horowitz has led a $75 million investment round in Oculus, a company that makes virtual reality headgear. Marc Andreessen and Chris Dixon, two partners at the venture capital firm, are joining the board of Oculus. THE VERGE

LEGAL/REGULATORY »

Treasury Urges More Federal Oversight of Insurance  |  The wide-ranging recommendations on how to strengthen regulation still leave broad areas of the $7 trillion industry under state oversight. DealBook »

Prosecutor Who Oversaw Swiss Bank Case Moves to Private Practice  |  David B. Massey, a federal prosecutor who played a significant role in government’s sweeping investigation into insider trading in the hedge fund industry, is joining the white-collar defense firm Richards, Kibbe & Orbe. DealBook »

The Volcker Rule Arrives, And Not a Moment Too Soon  |  “In a hopeful sign that regulators mean business, the final version of the rule is stronger than earlier drafts in crucial ways,” the editorial board of The New York Times writes. NEW YORK TIMES

Mexico May Open Oil to Outsiders  |  “In what could be the biggest economic change in two decades, President Enrique Peña Nieto is on the verge of rewriting the Constitution to open Mexico’s oil, gas and electricity industry to private investment â€" a provocative move expected to lure international oil companies and expand North America’s energy supply while testing the grip oil has on Mexico’s soul,” The New York Times writes. NEW YORK TIMES

New Obama Adviser Has Corporate Ties  |  John D. Podesta, the founder of the Center for American Progress who was named a senior adviser to President Obama, will “arrive at the White House after having run an organization that has taken millions of dollars in corporate donations in recent years and has its own team of lobbyists who have pushed an agenda that sometimes echoes the interests of these corporate supporters,” The New York Times reports. NEW YORK TIMES



Simon Property to Spin Off Strip Center Business

Simon Property Group, the Indianapolis-based owner and operator of shopping malls, announced on Friday that it planned to spin off its strip centers and smaller enclosed malls into a real estate investment trust.

The spun-off R.E.I.T. will consist of 54 strip centers and 44 malls in 23 states. They include Brunswick Square in East Brunswick, N.J., Seminole Towne Center in Orlando, Fla., Great Lakes Mall in Cleveland and Bowie Town Center in Bowie, Md. The strip centers have an occupancy rate of 94.2 percent, while the enclosed malls have 90.4 percent occupancy. Strip centers account for a little more than 3 percent of overall business of Simon Property, the biggest mall owner in the country.

Simon Property estimated that the spinoff’s portfolio would generate net operating income its first year of $400 million. The new company would have $2 billion in debt, representing a ratio of net debt to earnings before interest, taxes, depreciation and amortization of about 5 to 1.

Shares of Simon Property were higher in pre-market trading.

Richard Sokolov, Simon Property’s president and chief operating officer, will be chairman of the spun-off company, while David Simon, the chairman and chief executive, will serve as a director. The distribution of shares to Simon Property shareholders is expected to be completed in the second quarter of 2014.

“This transaction allows Simon to focus on our global portfolio of larger malls, Mills and Premium Outlets while maintaining our considerable scale and conservative leverage profile,” Mr. Simon said in a statement.

Bank of America Merrill Lynch and Goldman Sachs are advising Simon, while Wachtell, Lipton, Rosen & Katz is serving as legal adviser.



European Union Warns on Bitcoin

LONDON - The European Union on Friday added to a string of recent warnings about the safety of using and investing in Bitcoin, the virtual currency that is not issued by any government.

The E.U.’s banking authority said consumers needed to be aware that they were not protected through regulation when paying with Bitcoins. The digital currency is vulnerable to hackers, might lose its value and any misuse could prompt law enforcement agencies to close Bitcoin exchange platforms and keep consumers from accessing their investment, the European regulator said.

“Currently, no specific protection exists in the E.U. that would protect consumers from financial losses if a platform that exchanges or holds virtual currencies fails or goes out of business,” the European Banking Authority said, adding that it was looking into whether such currencies can and should be regulated.

The warning comes after China last week restricted its banks from using Bitcoin as currency because of concerns about money laundering and a threat to financial stability. Germany said earlier this year that it would not recognize Bitcoin as a foreign currency and that gains from buying and selling Bitcoins would be taxable. Norway has been considering a similar stance.

Since its creation by anonymous programmers, in 2009, Bitcoin has surged in popularity and consumers have been using the virtual currency to pay for goods and services. But some authorities and regulators decided only recently to treat the currency as something more serious than a temporary mania.

New York state’s top financial regulator, Benjamin M. Lawsky, said in November that he would consider issuing a “BitLicense” for businesses that conduct transactions in virtual currencies like Bitcoin. At a Senate hearing last month, regulatory officials said virtual currencies could benefit the financial system but could also be abused for criminal activity.

Britain’s financial regulator has said it does not consider Bitcoin to be within its area of responsibility because the currency was not used widely enough to be considered money.

The European Banking Authority said “cases have been reported of consumers losing significant amounts of virtual currency with little prospect of having it returned.” “While virtual currencies continue to hit the headlines and are enjoying increasing popularity, consumers need to remain aware of the risks associated with them,” the European authority said. Germany and China earlier this month detained a group of people on suspicion of fraud linked to the virtual currency.

The authority also warned that consumers should “remain mindful that holding virtual currencies may have tax implications.”

The value of Bitcoin rose beyond $1,100 in November, leaving its total worldwide value at more than $11 billion, but has dropped below $1,000 since then.