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As Refinancing Wanes, Banks Remain Wary of New Loans

The stars seem to be aligning in the housing market. Home prices have been rising for many months, and the federal government is providing immense support to bolster the mortgage market. The big banks that make home loans are strong enough to provide credit to borrowers, as seen in the fourth-quarter results reported Tuesday by JPMorgan Chase and Wells Fargo.

Yet despite the confluence of promising signs, little in the vast system that provides Americans with mortgages has returned to normal since the 2008 financial crisis, leaving a large swath of people virtually shut out of the market. Even as the housing market improves, new home loans are still scarce as interest rates have started to creep up â€" a situation that was starkly underlined in the two banks’ results on Tuesday. The nation’s biggest mortgage lender, Wells Fargo, extended $50 billion in mortgages in the fourth quarter, down 60 percent from a year ago.

The nation’s largest bank, JPMorgan, for its part, extended $23 billion in mortgages, down 55 percent from a year ago. The declines reflected the waning of the refinancing boom prompted by record low interest rates. Without substantial income from refinancing, the banks’ mortgage businesses will now depend on making fresh loans to purchase houses, a business that, despite some revival, remains tepid.

“It’s a very small market,” JPMorgan’s chief financial officer, Marianne Lake, said in a conference call on Tuesday. “One we haven’t seen the likes of since the year 2000.”

Much is riding on the appetite of large banks to make mortgages, both for the broader economic recovery and for Americans looking to own a home â€" long considered a way of obtaining a firm financial foothold.

The results on Tuesday, though, reflect a deep timidity that persists among the banks, which have focused their lending almost exclusively on borrowers with pristine credit. That trepidation is driven by a mixture of factors. Battered by losses on subprime loans, the banks are wary of taking on risk and are skittish about exposing themselves to litigation related to any questionable mortgages.

Since the 2008 financial crisis sent housing values plummeting, the banks’ mortgage business has largely hinged on government largess rather than the origination of new home loans. When the Federal Reserve, for example, reduced interest rates in recent years, the cuts prompted millions of homeowners to refinance their loans and reduce their monthly payments.

Some bank executives strike a cautiously optimistic tone, arguing that banks will have to make more loans to purchase houses to replace the refinancing frenzy.

But first, some bankers say, they have to navigate new mortgage rules that were set up in the aftermath of the crisis to promote safer loans. To spur lending, the government entities that backstop the most mortgages may also have to expand the range of mortgages they guarantee.

Until then, a significant amount of borrowers with less-than-perfect credit scores remain largely shut out of the market.

“The people being left out right now are those whose credit scores are average,” said Julia Gordon, a director at the Center for American Progress. “It’s just your typical American family with a credit score in the high 600s or low 700s.” (A credit score lower than 620 is generally considered subprime.)

Still, some mortgage experts say they see signs of a thaw in the mortgage market that might loosen the loan spigot a bit. A potential catalyst, they say, is the appointment of Melvin L. Watt as the director of the Federal Housing Finance Agency, which regulates Fannie Mae and Freddie Mac, the entities that guarantee most of the country’s mortgages. Mr. Watt, according to some mortgage analysts, may decide to approve small but important changes that result in Fannie and Freddie’s guaranteeing a wider swath of mortgages. Ms. Gordon, for instance, suggested that Fannie and Freddie could backstop more loans in rural areas and guarantee a larger number of smaller loans. “We are not taking about subprime lending or lowering existing standards,” she said.

Right now, some bankers sound receptive toward Mr. Watt. “I believe he has the same interests that we all do, and that is to make home lending available to creditworthy Americans,” John G. Stumpf, the chief executive of Wells Fargo, said in an interview on Tuesday. “We are willing to work with him to make that happen.”

And, as the economy recovers, some mortgage bankers are starting to look more seriously at borrowers who fail to qualify for a government-guaranteed loan.

“For some period of time, we have done a small amount of loans that fall just outside the agency guidelines,” said Mark K. Mason, the chief executive of HomeStreet, a Seattle bank. For instance, he said that his bank might lend to young professionals who lack a long history of earnings.

While industry analysts have said that the new mortgage rules that aim to make loans safer for borrowers could deter banks from making loans to those with less-than-excellent credit histories, Mr. Mason said he did not think the new rules were particularly stifling. Eventually, he said, banks will want to have loans that yield more on their books and they will start to lend to a wider selection of borrowers. “That will lead to more credit availability,” he said.

Still, some mortgage experts are skeptical that the current policy makers can engineer a sensible middle path when they try to expand the availability of credit.

The danger of overshooting, and repeating the subprime excesses, is high, they say. One big temptation will be to lend to borrowers who only make small down payments, they argue.

“If we go back to a world where we do low- or no-down-payment lending for subprime-quality borrowers, we will back in a mess,” Mark A. Calabria, a director at the Cato Institute, said. “There is a way to do this right, and the question is whether we’ll do it right.”



Testifying in SAC Case, Doctor Admits Sharing Data

When Mathew Martoma, a hedge fund manager at SAC Capital Advisors, met Joel S. Ross, a prominent physician specializing in Alzheimer’s research, for the first time at a Midtown Manhattan restaurant, Mr. Martoma shocked Dr. Ross with a prescient question.

He wanted to know if any of the patients in Dr. Ross’s trial at the time had experienced brain swelling.

Dr. Ross, whose patient was admitted to a hospital months earlier for this exact reason, was taken aback because the information was not publicly known.

At the time, in early 2007, Dr. Ross was a principal investigator in a clinical trial of an Alzheimer’s drug for two drug companies, Elan and Wyeth, and had signed several confidentiality agreements pledging not to disclose any details about his clinical trial.

On Tuesday, a jury seated in the federal courthouse in Lower Manhattan heard the testimony of Dr. Ross, one of two doctors that prosecutors say Mr. Martoma corrupted to engineer what the government has called the most lucrative insider trading scheme in American history.

“Mr. Martoma, arguably to me, was one of the most well-informed outside individuals I ever met,” Dr. Ross said.

“He stood apart,” Dr. Ross told the jury of five men and seven women at Mr. Martoma’s criminal trial, adding that after that first meeting he shared confidential information with Mr. Martoma on more than one occasion. He was not asked specifically why he decided to work with Mr. Martoma.The government contends that Mr. Martoma cultivated relationships with Dr. Ross and a second doctor, Sidney Gilman, an 81-year-old retired University of Michigan professor who also was conducting clinical trials of the Alzheimer’s drug, to extract confidential information from them. The government argues that Mr. Martoma traded on that information, helping SAC to avoid losses and make profits of $276 million.

The jury on Tuesday was shown emails revealing that more than a year after their initial meeting, Dr. Ross and Mr. Martoma arranged to meet in Chicago the same night the final results of Elan’s second phase of clinical trials were revealed to a panel of investigators â€" a full day before the company announced the unexpectedly disappointing results.

“Also, just confirming we are on for Monday evening at 7:30pm,” Mr. Martoma wrote to Dr. Ross on July 22, 2008. Dr. Ross wrote back, “8PM better. Lobby of Hyatt McCormick confirmed.”

Dr. Ross, who runs the Memory Enhancement Center in Eatontown, N.J., and has been an investigator for almost every medical trial for Alzheimer’s disease medication over the last two decades, has signed a nonprosecution agreement with the government that gives him immunity.

Eugene Ingoglia, assistant United States attorney, presented the jury with evidence of email correspondence and telephone calls between the two men, as well as deposit slips showing payments that Dr. Ross received from Mr. Martoma for their meetings. One bank slip from March 2008 showed a $4,500 deposit with the handwritten note referring to the consulting firm HCRC, which arranged meetings between the two men, “HCRC-Consult Matt.”

Dr. Ross described his relationship with Mr. Martoma as “professional” and said that from March to November 2007, he had about six or seven meetings with Mr. Martoma.

But the jury was also shown correspondence between the two men revealing they met outside of the meetings that the consulting firm HCRC set up. In one email, Dr. Ross invited Mr. Martoma to the grand opening of his research center, and then later asked Mr. Martoma to help connect him with biotechnology companies that might be interested in conducting their trials at his new center.

“Need a favor,” Dr. Ross wrote to Mr. Martoma in an email on May 5, 2008. “I appreciate your help and will be happy to return the courtesy in other ways.”

When Mr. Ingoglia asked him to elaborate on what this meant, Dr. Ross replied that he was referring to more details about the trial he was conducting.

Mr. Martoma, dressed in a maroon tie and a brown suit, sat staring ahead for much of the day. But when Mr. Ingoglia showed the email correspondence between him and Dr. Ross, he watched Mr. Ingoglia and the jury carefully.

The jurors, who include a New York University professor and a bus driver, also watched closely as lawyers for both sides and Judge Paul G. Gardephe huddled together several times in the afternoon session to discuss objections raised by the defense.

Earlier in the day, before the jurors entered the courtroom, the defense raised concerns about the potential conflict of interest of one of the jurors, an employee at PricewaterhouseCoopers. Her employer is the auditor for SAC. Judge Gardephe said he was reluctant to raise the issue with this juror because it appeared that she had no prior knowledge of the fact.



Europe Reaches Agreement on Trading of Derivatives

The three branches of the European Union government reached an agreement on Tuesday night to more tightly regulate the trading of derivatives and other complex instruments, striking a compromise after a flurry of lobbying by oil and commodity interests.

The sweeping new rules aim to head off the kind of unexpected shocks that can cripple the global financial market. Europe has lagged the United States in taking such steps after the financial crisis, and the new regulations were three years in the making.

The regulations, whose main component is the Markets in Financial Instruments Directive, will limit attempts by speculators to corner the market in raw materials like corn or grain. They will also place new restrictions on high-frequency trading and bring greater transparency on trading activity that is not currently public.

“These new rules will improve the way capital markets function to the benefit of the real economy,” said Michel Barnier, the top European Commission official overseeing the issue. “They are a key step towards establishing a safer, more open and more responsible financial system and restoring investor confidence in the wake of the financial crisis.”

But lobbying groups appear to have won a crucial concession, according to officials involved in the talks.

The crux of a disagreement that derailed talks last month centered on the treatment of so-called forward contracts, which are used to promise the delivery of various commodities â€" whether oil or pork bellies â€" at a future date at an agreed-upon price. While such contracts are often used to hedge risk or to engage in market speculation, lobbyists have raised concerns about what happens to firms that actually physically settle these forward contracts.

Many physically settled energy contracts, including those pertaining to oil, appear to have been partly exempted under the deal that was struck, officials involved in the discussions said. The exemption would prevent such contracts from incurring new trading costs for several years and then there would be a further report on the subject in 2018.

Regulations in Europe are being determined long after Washington completed its own set of similar rules in 2010, under the Dodd-Frank Act. In the interim, the Commodity Futures Trading Commission, the main United States regulator that oversees derivatives trading on Wall Street, adopted a plan to regulate European branches and affiliates of American banks if the European Union’s rules were not viewed as sufficient.

Sharon Bowles, a British lawmaker who leads the European Parliament’s Economic and Monetary Affairs Committee, said the deal reached Tuesday night in Strasbourg, France, “could have been better,” but she added that it was “good that on issues like position limits progress has been made,” referring to limits that will hinder speculators from cornering the market.

Ms. Bowles, a member of the Liberal Democrat Party, which is part of Britain’s Conservative-led coalition government, had supported exempting physically settled forward contracts. Referring to the temporary exemption put in place, she said “a proper impact” assessment should be done before any permanent steps were taken.

Sven Giegold, a German member of the European Parliament, and a member of the Green Party, had opposed exemptions for forward contracts, but said Tuesday night that “the exemption is acceptable in the light of the strong regime to curb commodity and food speculation.”



For 2 Wall Street Regulators, More Belt-Tightening

Two primary regulators of Wall Street are preparing, once again, to make the most of scarce resources.

Under a new budget proposal, the regulators, the Securities and Exchange Commission and the Commodity Futures Trading Commission, would receive less money this year than President Obama had requested, though slightly more than they were allowed last year. Negotiators in the House and Senate hashed out the plan Monday evening, part of a $1.1 trillion agreement to finance the federal government.

The S.E.C. would have a budget of $1.35 billion for 2014, compared with the $1.67 billion that the agency requested last spring. The proposed budget is slightly higher than the agency’s $1.32 billion allotment for 2013.

The futures trading commission would receive a budget of $215 million for the coming year, $100 million short of what it had requested. In 2013, the agency had a budget of $205 million.

Those proposals represented yet another disappointment for two agencies that have long tried to pry more money from a tightfisted Congress. At a time when financial markets have grown in size and complexity, the agencies say they need additional money to invest in new technology and hire and train staff.

In its budget request, the S.E.C. said it wanted to hire an additional 676 workers in 2014, including 250 more examiners. Under the deal reached on Monday, the agency would probably not reach that goal.

“They need more money to hire more boots on the ground. They’re not going to get it for this fiscal year,” said Duane Thompson, a senior policy analyst at fi360, a group in Bridgeville, Pa., that supports fiduciary education. “The agency has its hands tied.”

Though the proposal represents an increase in the S.E.C.’s overall budget, it falls short of providing enough money to meet the agency’s priorities. The S.E.C. had requested a $50 million reserve fund for technology but that was reduced to $25 million. In addition, Congress is asking the S.E.C. to spend $44 million on an analysis of the economic impact of its rules.

Though the S.E.C.’s budget is offset by fees levied on the financial industry, the agency is still dependent on Congress to set its level of spending.

Representative Maxine Waters, the ranking Democrat on the House Financial Services Committee, said in a statement on Tuesday that the proposed legislation “fails to adequately fund our financial regulators.”

She added: “Wall Street’s cops, the Securities and Exchange Commission and the Commodity Futures Trading Commission, both need funding to ensure that the financial services industry adheres to the rules of the road.”

The futures trading commission, a smaller agency that flexed its muscles with a number of enforcement actions against Wall Street last year, is trying to reconcile its regulatory ambitions with the political reality. The agency oversees the markets for swaps and futures â€" some of the biggest in the world â€" and yet its staff has barely grown in two decades.

The so-called budget sequestration further strained the agency’s resources last year, forcing it to furlough staff. The agency’s effective budget was $194.6 million under those cuts.

“They have been given responsibility for some of the most important regulation to protect against another crash. And yet, they’re being choked on funding,” said Dennis M. Kelleher, president of the consumer advocacy group Better Markets.

Mark P. Wetjen, the acting chairman of the trading commission, put on a positive face, noting in a statement on Tuesday that the budget proposal was an increase over the previous year.

“This funding level is a step in the right direction,” he said, “and we will continue working with Congress to secure resources that match our new responsibilities to provide oversight for the vast derivatives markets.”



SPX Reaches Accord With Relational Over Board Seats

The SPX Corporation, an industrial equipment maker, said on Tuesday that it had struck an agreement with the activist investment fund Relational Investors that could give Relational up to two board seats over the next two years.

Under the terms of the agreement, SPX will give Relational the option of naming David H. Batchelder, one of the fund’s co-founders, to the company’s board after its annual meeting this year.

Should Mr. Batchelder take advantage of that option, his firm would then have the ability to request the chance to nominate a second director for the 2015 annual meeting. If the company declines, Relational would then be able to take the matter directly to its fellow investors.

The agreement brokers a peace between the company and Relational, which has agitated for change at SPX for more than a year. The activist firm first began buying shares in late 2012, unhappy that SPX had considered buying a larger peer, Gardner Denver, for more than $4 billion.

Since then, Mr. Batchelder and his firm have pressed the company into focusing on its core operations, including by renewing an emphasis on its pumps business, to help improve its profit margins and stock value. Relational also pushed for a slowdown in takeovers and a more disciplined capital spending plan.

The investment fund has continued to build on its stock position, which now stands at about 15.5 percent.

“SPX and Relational have engaged in a series of productive discussions about our business, capital allocation and long-term prospects,” Christopher J. Kearney, SPX’s chairman and chief executive, said in a statement. “We have always embraced an open dialogue with and input from our shareholders and are pleased to have reached this agreement with Relational.”

Mr. Batchelder added: “We are pleased to have reached this agreement with SPX and are encouraged by the progress the company made in 2013.”

Relational could gain up to two seats on SPX’s board, but the firm may not exercise those rights, a person briefed on the firm’s deliberations said. The investment fund held the right to seek a board seat at Illinois Tool Works, but thus far hasn’t taken advantage of it.

Shares in SPX have risen more than 45 percent over the past year. They reached $101.73 by the end of trading on Tuesday, before news of the accord with Relational was announced.



Regulators Ease Provision of Volcker Rule

Updated, 7:26 p.m. |

Federal regulators on Tuesday bent to the will of the banking industry and some lawmakers and revised a rule that would have forced community banks to take write-downs on a security that many had invested in before the financial crisis.

The revision to the Volcker Rule, announced late Tuesday by five regulatory agencies, would permit banks to continue to hold onto a special type of collateralized debt obligation.

The Volcker Rule, as approved by regulators in December, would have forced banks to rid themselves of C.D.O.’s backed by trust-preferred securities, or TRuPS. The provision set off an uproar from the banking industry, which said it violated the intent of the Volcker Rule, which was to rein in risk-taking by big Wall Street banks and not to result in a financial hit to smaller ones.

The American Bankers Association filed a lawsuit to block the provision from going into effect, contending it would force smaller banks to immediately write down the value of those C.D.O.’s. Some lawmakers on Capitol Hill also called on regulators to revise the rule to minimize the effect on community banks.

The initial response from the association to the revised provision was favorable. Frank Keating, the group’s president, said in a prepared statement, “Our initial review of today’s action by the regulators suggests that the interim final rule provides a broad exemption for banks holding trust-preferred securities.”

The association, in its statement, said it would soon make a decision about whether to continue the legal challenge it filed in federal court.

In the run-up to the financial crisis, some banks issued trust-preferred securities, which have both debt and equity characteristics, to raise capital. Some of those securities were than packaged into C.D.O.’s and sold to banks and other financial institutions.

The securities lost much of their value during the financial crisis, and banks that invested them have been holding onto them in the hope that they will recover in value. The Volcker Rule, if left unchanged, would have forced banks to not only sell those securities but recognize the losses on them.

Some bank auditors had said those investment losses might have to be recognized by banks in the fourth-quarter of 2013, which is what prompted the bankers’ association to file its suit and the regulators to move swiftly to address the issue.

The revised provision would apply to any bank that invested in C.D.O.’s backed by TRuPS that were issued by banks with less than $15 billion in assets, which is traditionally deemed the high-water mark in assets for a community bank. The C.D.O.’s must also have been established before May 19, 2010, and a bank must have acquired them before Dec. 10, when the Volcker Rule was finalized.

But that means any large bank that invested in those securities might not have to sell them and take a write-down. That could provide some comfort to Zions Bancorp, the Utah bank with about $55 billion in consolidated assets, which said in December that it was taking a fourth-quarter charge of $387 million to write down the value of its portfolio of such securities and was also reducing its regulatory capital levels after changing its accounting treatment for them.



A Look at How Much Time Warner May Be Worth to a Suitor

Charter Communications says it is offering a full price for Time Warner Cable. At $132.50 a share, its proposal amounts to a 40 percent premium above where Time Warner Cable’s stock was trading in June, before rumors of a deal surfaced. “We think a lot of the premium is already in the stock,” Charter’s chief executive, Thomas M. Rutledge, told DealBook on Monday.

But in the news release and letter it released when announcing its offer, Charter stopped short of mentioning one key metric often used in deals analysis: the Ebitda multiple.

A company’s Ebitda â€" or earnings before interest, tax, depreciation and amortization â€" is often used to measure it against its peers, especially for debt-laden companies, and set a range for prices discussions during mergers and acquisitions.

In deal negotiations, parties often use forward Ebitda multiples to project a company’s future value. And by this measure, there is reason to think that Charter’s offer, even with its headline price of $61.3 billion, including debt, is relatively modest.

Based on Time Warner Cable’s estimated forward Ebitda of about $8.3 billion for this year, Charter’s offer represents is seven times that. That may sound like a healthy price, but it does not fare as well in light of some relevant comparisons.

Last year, when Charter paid $1.6 billion for Bresnan, a smaller cable operator, it paid a price that represents about an 8 times forward Ebitda. This suggests that Charter is willing to pay a larger premium for assets it wants.

When Time Warner Cable acquired Insight, a small rival, for $3 billion in 2011, it paid about a 8.4 times the multiple. And when Liberty Media, which is controlled by billionaire John C. Malone, made bought 17 percent of Charter last year, it did so at a price representing a multiple of about 8.6 times projected Ebitda. What’s more, Charter’s own shares are trading at a price that implies it is worth 9 times the metric.

With many deals in the cable industry getting done at multiples in this range, it is perhaps no surprise that the price at which Time Warner Cable said it would consider a sale â€" $160 a share â€" represents an 8 times multiple. Indeed, that might seem low to some shareholders and analysts.

In a presentation Charter released on Tuesday, it suggested investors use Ebitda multiples that were adjusted for the present value of tax assets. By that measure, Charter says the average multiple for deals in the cable sector is 6.5 times, and that its proposal implies a 7.3 times multiple. But that unconventional interpretation of multiples may not fly with those evaluating a deal. If Charter hopes to get a deal done, it will likely have to pay a higher price, possibly even one that reflects a multiple of at least 8 times forward Ebitda.

People watching the situation closely believe a proposal in the $140’s might be taken more seriously, and that an offer of $150 a share might even get it done. Time Warner Cable, however, says it won’t sell for below $160 a share.

Charter may also be pressured to restructure its proposal, should it modify or increase it. Time Warner Cable has said it wants a higher proportion of cash rather than Charter stock in any sale.

Mr. Rutledge on Tuesday acknowledged that Charter could finance a higher cash component for a deal. And if Charter is so bullish on the share performance of a combined company, Time Warner Cable believes, it ought to want more equity in the combined company.

Moreover, Time Warner Cable’s chief executive, Rob Marcus, on Monday proposed a symmetrical collar as part of the deal. Under that set-up, if a deal was struck and Charter’s stock went up after a deal was agreed to, Charter would have to issue fewer shares. But if its shares fall, it would have to issue more to Time Warner Cable.

If Charter believes that its low-ball bid will draw out Comcast by complicating the picture and increasing pressure on Time Warner Cable to sell, it may be mistaken. Comcast explored a joint bid for Time Warner Cable with Charter last year, according to people briefed on the matter. Under the deal considered, Comcast would have taken Time Warner Cable’s larger urban markets, while Charter would have taken the rural markets.

But Comcast opted against joining forces for at least two reasons. First, it was wary of getting involved in a complex deal, especially one involving Liberty, which is viewed by some executives and advisers as unpredictable. And Comcast also reasoned that the antitrust hurdles it would face in acquiring the big metro markets would be just as onerous as those faced in acquiring all of Time Warner Cable. If Comcast is inspired to act, it may just go after the whole company.

At this price, however, Charter is not being taken seriously by Time Warner Cable, meaning Comcast is under no immediate pressure to act.

“The Charter proposal doesn’t come close to providing our shareholders with the kind of value and protections they should expect in a transaction,” N.J. Nicholas Jr., the independent lead director of the Time Warner Cable board said on Monday. “In fact, it would transfer significant value from our shareholders to Charter shareholders, while dramatically increasing the risk profile for our shareholders.”



Currency Clash, as Dogecoin’s Volume Tops Bitcoin’s, for Now

Forums about the virtual currency dogecoin are getting excited about the fact that more dogecoins have been traded in the last 24 hours than bitcoins. In fact, the number of unique transactions in dogecoin â€" recently 94,310 in the last 24 hours â€" is more than all other virtual-currency transactions tracked by bitinfocharts.com.

Or, in the words of one Reddit user, “so astound.”

Dogecoin is a virtual currency that takes its name from a viral Internet meme featuring a Shiba Inu and his grammatically incorrect thoughts. It is a derivative of the virtual currency litecoin, which in turn is a bitcoin derivative. That’s possible because bitcoin and litecoin are open-source projects, which allow for copies but also allow for improvements on the originals from those copies.

Here’s why the above statistics aren’t so surprising:

When converted into U.S. dollars, the value of dogecoin transactions doesn’t come near the value of bitcoin transactions. About $518 million was sent in bitcoin in the last 24 hours, compared to approximately $9.92 million in dogecoin, according to bitinfocharts. One dogecoin recently fetched less than one U.S. penny, or $0.00031, according to coinmarketcap.com. The price of bitcoin was recently $824.18 on trading exchange Bitstamp and $917 on Mt. Gox, another exchange.

Digging deeper, it’s evident that the average transaction value in dogecoin is much less than in bitcoin. An average bitcoin transaction is worth about $9,339 compared to an average dogecoin transaction of $105.80. So it would would appear that dogecoin is being used to send smaller amounts of money around the world.

The creators of dogecoin have emphasized that their virtual currency should be used for transactions rather than held as an investment, which is what some people do with bitcoin. “If you hoard all the coins you have in the hope that the value will increase and you will get rich quick you’ll be both disappointed, and hurting dogecoin,” reads a post on the Dogecoin Foundation website, set up by the creators. ”We hope that through this foundation we can encourage the growth and use of dogecoin as the premier currency of the Internet, rather than it existing as a fiat equivalent commodity.”

Charlie Lee, the creator of litecoin, told MarketWatch in November that ease of transactions was one of the reasons he created litecoin. “I wanted to create something that was a bit cheaper in value and easier to transact,” Lee said.

Here’s a chart that shows the difference in the number of daily unique transactions, in thousands, between bitcoin and dogecoin:

- Saumya Vaishampayan

Follow Saumya @saumvaish

Follow The Tell @thetellblog

 Read more about bitcoin on MarketWatch:

Five virtual currencies other than bitcoin 

Here’s what could happen to bitcoin in 2014



Longtime Morgan Stanley Banker Said to Retire

LONDON - A longtime media and telecommunications banker at Morgan Stanley in London has decided to retire after 25 years with the investment bank, according to a person briefed on the matter.

Scott Matlock, who most recently held the title of chairman of international mergers and acquisitions, informed Morgan Stanley last week that he was leaving, said the person who was not authorized to comment publicly.

Mr. Matlock, 48, was largely a specialist in the media and telecommunications sector, counting John C. Malone’s Liberty Global and British Sky Broadcasting among the clients he advised over the years.

He also spent several years as chairman of mergers and acquisitions in Asia for Morgan Stanley before he named being named chairman of international mergers and acquisitions in 2010. He had previously served as global head of media and communications mergers and acquisitions before moving to Asia.

Mr. Matlock, most recently based in London, hasn’t decided on his next move, the person said.

The Wall Street Journal reported Mr. Matlock’s departure earlier  on Tuesday.

Morgan Stanley has served as an adviser on some of the largest deals in an active market for European telecommunications deals in the past year, including Verizon Communications’ $130 billion buyout of the stake of Vodafone of Britain in its American wireless unit and the Spanish telecommunications company Telefónica’s purchase of Germany’s smallest mobile operator, E-Plus.



A New Michael Lewis Book on the Financial World

Michael Lewis, whose colorful reporting on money and excess on Wall Street has made him one of the country’s most popular business journalists, has written a new book on the financial world, his publisher said on Tuesday.

The book, titled “Flash Boys,” will be released by W.W. Norton & Company on March 31. A spokeswoman for Norton said the new book “is squarely in the realm of Wall Street.”

Starling Lawrence, Mr. Lewis’s editor, said in a statement: “Michael is brilliant at finding the perfect narrative line for any subject. That’s what makes his books, no matter the topic, so indelibly memorable.”

Mr. Lewis is the author of “Moneyball,” “Liar’s Poker” and “The Big Short.”



Are Potential Cable Mergers Good for Consumers?

With the specter of consolidation looming over the cable operator industry, eyes are already turning to Washington, where regulators are bound to look closely at the antitrust issues surrounding any potential merger.

On Monday, Charter Communications made public a proposal to acquire Time Warner Cable with a mix of cash and stock. Should it succeed, Charter would take on Time Warner Cable’s 12.2 million television subscribers. Combined with Charter’s existing 4.2 million subscribers, it would then become the third-largest provider of television services in the United States, behind Comcast and DirecTV, according to data from the National Cable & Telecommunications Association.

A base of 16.4 million subscribers alone is enough to get the attention of regulators. But Charter has competition in its pursuit of Time Warner Cable.

Comcast, the largest cable operator, is considering a bid as well. A combination of Comcast and Time Warner Cable would bring together two of the largest cable operators in the country, creating a powerhouse with 34.2 million television subscribers.

Antitrust regulators are understandably skeptical about allowing big companies to get bigger. However, there are reasons why Charter, or even Comcast, might be able to prevail in its pursuit of Time Warner Cable.

Cable operators make two arguments in favor of consolidation. The first is that broadcast and cable networks are demanding ever higher fees for their programming. Cable operators are being forced to pay up, and the consumer is getting hit with higher cable bills. A bigger company would potentially have more bargaining power, and cable operators argue that they will be have more leverage with the programmers, allowing them to keep costs down and save consumers money.

Perhaps. But a more compelling argument made by the cable operators is that while there are a few big companies that dominate the market, they have very little overlap when it comes to customers. In most markets, consumers don’t have a choice between Comcast, Time Warner Cable or Charter, or even two of those three. In fact, most big markets have only one of these available, which might compete against other telecommunications firms, like Verizon and AT&T, and the satellite operators DirecTV and Dish Network.

It’s a point neatly visualized in new illustrations provided by Mosaik Solutions, a research firm. In the maps below, Mosaik compares the footprint of Time Warner Cable with that of Charter, and in another map, with Comcast. Charter and Time Warner Cable overlap only slightly, with pockets in Texas, Wisconsin, North Carolina and New York. Comcast and Time Warner Cable appear not to overlap at all.

This suggests that while antitrust officials will no doubt take a hard look at any consolidation in the cable industry, they will be hard pressed to suggest a merger between Time Warner Cable and either of its two main suitors will hurt consumer choice.



Nader, an Adversary of Capitalism, Now Fights as an Investor

“The next step is to organize the shareholders.” Ralph Nader, the consumer advocate, was on the phone, outlining to me his latest cause: plunging into capitalism’s muddy waters and fighting for shareholder rights.

My interest in Mr. Nader’s latest cause was touched off by his recent criticism of the attempt by John Malone’s Liberty Media to buy the 47 percent interest it did not already own in Sirius XM, the satellite radio operator. In a statement this month, Mr. Nader asserted that “John Malone’s offer to buy out Sirius XM’s shareholders at $3.68 a share is ludicrous.” He then went on to call on the activist investor Carl C. Icahn to intervene, saying Mr. Icahn should “take notice and interest.”

Mr. Nader’s latest drive comes on the heels of his repeated protests about the federal government’s treatment of American International Group shareholders and a successful campaign to get Cisco Systems to increase its dividend.

So what gives? How can Mr. Icahn and Mr. Nader, a person who has described himself as an “adversary of corporate capitalism,” find themselves on the same side?

I called Mr. Nader to find out the real story. Within a few hours, I had the 79-year-old legend on the line.

Mr. Nader said he saw his shareholder rights activity as a natural extension of his work. Right now, “it is very hard to find entry points” to influence corporate America, he said, because “deregulation is rampant” and access to the courts has declined as shareholder suits have been limited and the courts have increasingly endorsed the ability of corporations to push consumers into arbitration. Adding to that, “congressional oversight is weak,” he said, and “prosecution budgets are very low.”

That Mr. Nader is frustrated with the state of America is nothing new. For almost 50 years, he has pushed for progressive and liberal causes, and he said he saw his latest cause as continuing his work in trying to tame corporations. As Mr. Nader sees it, “shareholders are experiencing a similar diminution” in rights as the average American. He cited the example of Mark Zuckerberg and how his voting control of Facebook weakened the rights of other shareholders.

Mr. Nader said that shareholder empowerment was the only way he saw to take control of companies from executives and boards, a group that he perceives as only looking out for themselves.

Mr. Nader is not advocating the social type of shareholder activism that was started by groups like the Sisters of St. Francis of Philadelphia. The nuns in the order have been pushing social causes as shareholders for more than three decades, and have brought anti-fracking resolutions at Exxon and challenged Walmart to stop selling adult videos, in the name of social responsibility and morality.

Instead, Mr. Nader sounds like any Wall Street banker who has a deep knowledge of corporate history and is concerned about shareholder returns.

Ask Mr. Nader about Sirius, and he talks for 10 minutes about its financial state and why Mr. Malone’s bid is undervalued. He calls Mr. Malone a “buccaneer” who is smart and has made a lot of money. He considers Mr. Malone’s bid for Sirius opportunistic and sees “Sirius stock really moving into a growth pattern” because it is “paying down more debt.” Referring to the company’s price to earnings ratio, he says Sirius is “moving into a decent p/e due to recent dividend payments.” Mr. Malone, he adds, is coming in with the stock unusually low â€" it was $3.68 on Monday â€" and that “this thing could go to 6, 8, 10 dollars per share.” Mr. Malone’s bid, Mr. Nader goes on, is just like Mr. Icahn’s bid in the 1980s for TWA, back when Mr. Icahn was known as a corporate raider.

As for Cisco, Mr. Nader focused on the company’s $43 billion cash pile. He recalled how he gathered the shareholders and “launched a campaign to get other shareholders.” He recruited 22 to 23 shareholders and, together, informed Cisco’s management that they were “sick and tired” of the cash hoard. Mr. Nader went on to talk about why stock buybacks are not appropriate and how he prefers a dividend to discipline management, a view that many investors and scholars would wholeheartedly agree with.

Mr. Nader came to renown as the author of the 1965 book, “Unsafe at Any Speed,” about the American auto industry’s emphasis on style and profit at the expense of safety. But the anticapitalist also seems to be a good investor â€" with a portfolio he valued at about $3 million a few years ago. He has earned millions of dollars in royalties, speeches, interest income and writing and television fees, he told The Washington Post in 2000, as he was about to run for president as the Green Party candidate, though he said he gives away much of his income.

The common theme in Mr. Nader’s shareholder activism is that he personally owns the shares. In Sirius’s case, he bought shares early for as little as 60 cents a share, and he owned 18,000 shares of Cisco when he started his dividend campaign. When I asked him about his returns and whether he had an eye for investing, he laughed and said that he did not because he “invested in solar energy stocks,” and they were crushed by a glut of Chinese panels.

But Mr. Nader has laid out a campaign to move forward beyond his investments. He said he saw the disorganized nature of shareholders as the first problem and wanted to “collect the leading shareholder advocates to try and get them together to get a shareholder action group operating.” Mr. Nader said he hoped to turn the capital markets from an “exit system,” where the only remedy was to sell, into a “voice” system, where shareholders have a say.

Mr. Nader cited the famous Berle-Means hypothesis from 1932, which says that shareholders’ representatives â€" the company directors â€" are too independent of shareholders and have virtually free rein. The result, Mr. Nader said, is “recklessness and risk taking by corporate management.” He suggested a three-step process to address this: control salaries, control dividends and improve disclosure.

Mr. Nader’s agenda is the same as hedge fund activists’. They are trying to tame the corporation. The campaign by David Einhorn’s Greenlight Capital and Mr. Icahn to get Apple to distribute its cash hoard is no different from what Mr. Nader advocated at Cisco. Curbing excessive executive compensation is a full-time shareholder pursuit these days.

Even the goal is the same. Mr. Nader is also out to seek a better return. What is different is that Mr. Nader sees a further goal. He argues that executives are taking excessive risks in the name of profit. By controlling them, he says, corporations will act more socially conscious. And in the end, he says, this will make money.

Mr. Nader is in the right field right now as shareholders try increasingly to take control of companies. The issue, as Mr. Nader acknowledged, is organizing this diverse group and getting them to speak as one. “Once you awaken shareholders,” he said, this “will involve that the more civic values will be incorporated into society.” Will this happen?

I’m skeptical, because I think that bringing together the mutual funds and the pension and hedge funds will result in too many different agendas, let alone agreement on Mr. Nader’s goals. But it is intriguing that Mr. Nader, the man who at one point was General Motors’ greatest foe, is now so aligned with many of the forces of Wall Street who are pushing for more shareholder control.

I asked Mr. Nader whether he would continue to aim at corporations and, if so, which one. He laughed again, said that Monsanto would be a good one, and hung up.



SAC’s Cohen Enjoys a Different Type of Court Scene

On Monday, a former portfolio manager at SAC Capital Advisors, Mathew Martoma, sat stonefaced in a courtroom in Lower Manhattan, facing insider trading charges.

His onetime boss, meanwhile, was looking forward to an evening of basketball.

Steven A. Cohen, the billionaire founder of SAC â€" a hedge fund that pleaded guilty last year to criminal insider trading charges â€" was spotted in a prime seat at Madison Square Garden on Monday, watching the New York Knicks play the Phoenix Suns. Seated beside him was the art dealer Larry Gagosian.

A photograph taken by Martin Smith, a journalist and filmmaker, shows Mr. Cohen and Mr. Gagosian seated behind Jeff Hornacek, the Suns coach. Mr. Smith, who recently co-produced a documentary on insider trading for “Frontline” that featured Mr. Cohen, said he took the picture with his iPhone from a TV broadcast of the game.

The snapshot, Mr. Smith said, was taken with about 2.5 seconds left in overtime. He spotted Mr. Cohen on the screen and did a double-take before rewinding the recording to take the picture, he said. Before long, the image was being passed around Twitter.

Though it is hardly unusual for a billionaire to sit courtside at a basketball game, Mr. Cohen is no ordinary billionaire. A hedge fund manager with one of the most spectacular track records on Wall Street, Mr. Cohen recently has contended with a government crackdown that forced his firm to pay a $1.2 billion fine and close its doors to outside investors.

Mr. Martoma, the former trader, is accused of using secret drug trial information to help SAC avoid losses and gain profits totaling $276 million. Another former SAC employee, Michael Steinberg, was convicted of insider trading in December.

Through it all, Mr. Cohen has managed to continue some favorite pursuits. Last fall, he appeared relaxed courtside at Madison Square Garden while watching the Knicks defeat the Milwaukee Bucks.

The owner of one of the world’s most valuable art collections, Mr. Cohen sold certain pieces at auction last fall with an eye to refreshing his holdings. He has done business in the past with Mr. Gagosian, buying two Warhols that he sold in recent years.

So, are more art deals in Mr. Cohen’s future? A spokesman for Mr. Cohen declined to comment, and a spokeswoman for Mr. Gagosian did not immediately respond to a request for comment.

In any event, the Knicks put on a good show on Monday night. In a hard-fought game, the team eked out a 98-96 victory, extending its winning streak to five games.



Ex-SAC Capital Trader Found His Way to Stanford After Harvard Expulsion

It has been a bit of a mystery figuring out how Mathew Martoma, who is on trial on federal insider-trading charges, was accepted into Stanford Business School after being expelled from Harvard Law School for forging his transcript. Typically, universities do not look too kindly on academic violations when considering whether to admit applicants.

Stanford is not saying much on the situation. Barbara Buell, a Stanford spokeswoman, confirmed that Mr. Martoma - who would later go on to work at SAC Capital Advisors, the hedge fund run by the billionaire Steven A. Cohen - enrolled at the university in 2001 and graduated with an M.B.A. in 2003.

The university’s application process, however, would have required Mr. Martoma to disclose his expulsion from Harvard in 1999. The application for the graduate business program asks prospective students to provide information about any academic disciplinary actions taken against them, including suspension or expulsions.

A person familiar with Stanford’s admission process but not authorized to discuss it publicly said the expulsion of an applicant from another university, if it was disclosed on an application or otherwise known, would create a “serious impediment” to a candidate’s admission.

Lou Colasuonno, a spokesman for Mr. Martoma, has previously said that the revelation of Mr. Martoma’s expulsion from Harvard “is entirely unrelated” to his trial in Federal District Court in Lower Manhattan on charges that he used inside information while working at SAC to help the hedge fund avoid substantial losses and generate profits that collectively totaled $276 million. On Tuesday, he said he had nothing else to add on the matter.

Mr. Martoma’s expulsion from Harvard for creating a false transcript was disclosed in court papers unsealed on Thursday, a day before opening arguments began in what is expected to be a four-week trial. The court documents reveal that Mr. Martoma changed some of his first-year law school grades from B’s to A’s, including one in criminal law. He then sent the forged transcript to 23 judges when he applied for federal clerkships.

Federal law clerks are top law school graduates who assist judges in researching and drafting decisions.

After Harvard expelled him, Mr. Martoma, who at the time was known as Ajai Mathew Thomas, legally changed his name to Mathew Martoma in 2001, the same year he entered Stanford. It is not known what name Mr. Martoma used on his Stanford application.

Three years after graduating from Stanford, Mr. Martoma landed a job as health care stock portfolio manager at SAC Capital. Jonathan Gasthalter, an SAC spokesman, has declined to comment about whether Mr. Cohen’s hedge fund was aware of the Harvard incident when it hired Mr. Martoma.

Federal prosecutors charge that in July 2008, Mr. Martoma used inside information about a clinical drug trial being conducted by Elan and Wyeth to recommend that SAC dump a substantial $700 million stock position in shares of both companies. The firm even shorted some shares and netted profit totaling $276 million.

Prosecutors say a cooperating witness, Dr. Sidney Gilman, provided Mr. Martoma with inside information about problems with the drug trial before the companies made the results public.

Dr. Gilman, 81, received a nonprosecution agreement from the government. He is expected to take the stand to testify against Mr. Martoma this week.



Google Effect Stirs Several Stocks

Google has raised the temperature in one small corner of the deal world.

The company announced on Monday a $3.2 billion deal for Nest Labs, which makes Internet-connected devices like thermostats and smoke alarms. That seemed like a rich price for a three-year-old company that has annual revenue estimated at $300 million.

And on Tuesday, the stock of several companies with related technologies surged in trading, apparently on hopes that they, too, could become attractive takeover targets.

Shares of the Control4 Corporation, which provides automation for the home, rose 27 percent, to $23.50, at midday. Tavis McCourt, an analyst with Raymond James, says Control4’s valuation appears “reasonably attractive,” noting that its technology is more interoperable than Nest’s, Bloomberg News reported.

Control4, based in Salt Lake City, is funded by Foundation Capital, Thomas Weisel Venture Partners, Frazier Technology Ventures, vSpring, Mercato Partners and Best Buy Capital. It went public last August at $16 a share.

The Echelon Corporation, which developed an energy control networking platform, also appeared to get a Google boost, with its shares rising 24 percent.



Auto Loans Bring Growth, and Scrutiny, for Banks

Car loans may be a boon to banks experiencing lackluster mortgage demand, but automobile lending has come with its own headaches recently.

JPMorgan Chase, a leader in auto lending, reported that car loan origination rose 16 percent, to $6.4 billion, in the fourth quarter. It was a bright spot for the bank, whose earnings slumped 7.3 percent as it continued to grapple with legal costs associated with various investigations and a sharp decline in mortgage refinancing.

Wells Fargo, another major auto lender, reported on Tuesday that car loan origination was $6.8 billion in the fourth quarter, up 26 percent year over year. Last quarter, the bank made $1.6 billion from mortgage banking, about half of what it reported in the period a year earlier.

Auto loan originations have steadily risen since 2007, topping nearly $100 billion in the third quarter of 2013, according to the Federal Reserve Bank of New York. Car lending generates billions of dollars in fees, and the spike in business has been matched by a strengthening market for securities backed by such loans.

But while auto lending has been a booming business, it has also attracted increased scrutiny from federal regulators. The Consumer Financial Protection Bureau and the Justice Department are worried that car dealerships, which work with banks like Wells Fargo and JPMorgan, could be discriminating against minority borrowers.

Last year, Ally Bank, one of the country’s largest auto loan originators, disclosed that it was under investigation by the consumer bureau for not doing enough to curb questionable lending practices. In December, the bank agreed to pay $98 million to settle related charges.

The bureau had already warned lenders that they could be liable for discrimination at the car dealerships with which they worked.

Many Americans need a loan in order to buy a car, and most get loans through the car dealerships themselves. Those dealerships can then sell loans to third-party lenders and charge a single-digit undisclosed interest rate for themselves.

The practice has drawn criticism from consumer groups, who say that dealerships’ discretionary markup practices can lead to discrimination against black, Hispanic and Asian borrowers. Last year, the consumer bureau warned indirect lenders that they were accountable for complying with fair lending laws in their indirect lending programs.

“We made it clear that we will take action to address discrimination in any form,” Richard Cordray, the bureau’s director, stated at the time of the Ally settlement.



Google Fans the Flame of Connectivity

Google has turned up the temperature on the “Internet of things.” The company’s decision to pay $3.2 billion for Nest Labs, a maker of smart thermostats, signals a shift in Silicon Valley’s arc of disruption. Sending data to people on the go looks rather ho-hum next to a future where consumers communicate with, and control, their products remotely.

Huge figures have been thrown around about the size of this incipient market. Gartner claims 26 billion “things” will have an Internet connection by 2020. Cisco has said that wiring devices represents a $19 trillion opportunity as simple gadgets, like home appliances, can be used more efficiently, tasks can be automated and entire markets can be created.

Though Cisco and Gartner have a reputation for breathless hype, there’s something to all this, as Nest demonstrates. A vending machine that tells its owners precisely what needs to be refilled and when means fewer service calls and more fulfilled customers. Imagine how this extra information and automation can affect the whole supply chain of the economy.

Nest Labs was started in 2010 by two former Apple engineers (and financed in part by Google’s own capital). Google didn’t provide any metrics on which to judge the rationality of the price. But that’s perhaps beside the point. Nest’s thermostats and smoke alarms have created huge buzz and made it the poster child for those excited by this thingy Internet concept. The sale of the company to Google for $3.2 billion will only feed this enthusiasm.

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



Big Fees for Advisers If Charter Wins Over Time Warner Cable

Charter Communications finally unveiled a takeover bid for Time Warner Cable on Monday, offering $37.8 billion for its much bigger rival.

Should Charter succeed in its campaign, its advisers stand to reap a bounty of fees. And since analysts and investors appear to believe that any successful bid would end up being higher, those banks could make even more.

At the current bid â€" including debt, Charter’s offer is valued at $61.7 million, or $132.50 a share â€" Charter’s investment banks could earn between $80 million and $100 million, according to estimates from Freeman & Company. That would be split among the cable company’s advisers, including Goldman Sachs, LionTree Advisors and Guggenheim Partners, and lenders Bank of America Merrill Lynch, Credit Suisse and Deutsche Bank.

The trio of banks working for Time Warner Cable (Morgan Stanley, Citigroup and Allen & Company) could fetch between $100 million and $120 million.

It’s possible that the firms, especially Time Warner Cable’s banks, may earn even more. Last month, Time Warner Cable had told its unwanted suitor that it wouldn’t accept a bid worth less than $160 a share.

Analysts wrote that Charter would almost certainly need to raise its bid if it wishes to succeed, but perhaps not by a whopping amount.

According to analysts at Barclays, Charter may not want to raise the amount of debt that it would take on to finance the deal, since it will still need to pay for upgrades to the combined company’s operations. And the amount of cost savings may ultimately be limited.

More from Barclays:

Based on this, we do not expect the ultimate transaction price be greater than the $140-$145 range that we have always expected. Incrementally, another way to sweeten the deal could be to increase the proportion of cash. Our base case expectation has been 70% cash, which is higher than the proportion in the initial bid of ~63%.

Analysts at JPMorgan Chase also believe that a deal may ultimately happen at closer to $140 a share. From their report, which refers to the two companies’ ticker symbols:

We believe TWC’s share price at $132.4 has already priced in hopes for a deal with Charter, and is trading at a substantial premium to where it would be without M&A speculation, especially given weak TWC numbers in 2H13. Should TWC management resist the deal, we think TWC shares would drop dramatically, possibly to the low $100s if a deal was permanently off the table, while we believe that many TWC investors would sell at ~$140-145.

Shareholders certainly appear to be anxious for a higher bid. Shares in Time Warner Cable traded at $136.66 as of midday on Tuesday, well above Charter’s offer.



JPMorgan Continues to Tally Up Its Legal Headaches

For JPMorgan Chase, legal costs continue to be a millstone.

After striking a series of big settlements, JPMorgan, the nation’s biggest bank reported fourth-quarter earnings on Tuesday that were weighed down by $1.1 billion in legal expenses. The earnings of $5.28 billion, 7.3 percent lower than a year earlier, amounted to $1.30 a share.

To settle a barrage of government legal actions over the last year, JPMorgan has agreed to penalties that now total $20 billion.

The legal costs shaved 27 cents a share from its earnings, the bank said (though there were other one-time gains and charges as well). For JPMorgan shareholders, those expenses are a reminder of the bank’s troubled relationship with Washington last year.

In the fourth quarter alone, JPMorgan felt the effect of a $2 billion penalty for failing to alert authorities to Bernard L. Madoff’s huge Ponzi scheme, a $4.5 billion settlement with a group of investors over mortgage claims and a $13 billion agreement with the government over the bank’s sale of shaky mortgage securities in the years leading to the financial crisis.

“It was in the best interests of our company and shareholders for us to accept responsibility, resolve these issues and move forward,” Jamie Dimon, the bank’s chief executive, said in a statement on Tuesday.

Shareholders greeted the quarterly results with trepidation; the bank’s shares fell about 2 percent in premarket trading.

JPMorgan braced for its legal issues in the third quarter, when it set aside about $9.3 billion for legal payouts, leading to a loss for the three-month period. That legal tab was even larger than the bank’s $7.3 billion compensation expense for the quarter.

In the fourth quarter, JPMorgan set aside $800 million for legal payouts, a decline from the period a year earlier, when it set aside $1.2 billion for legal expenses.



Activist Investor Takes Bob Evans Farms to Court

The hedge fund Sandell Asset Management is bringing out the big guns.

After two foiled attempts to pressure the board of Bob Evans Farms to make changes to its restaurant and packaged goods business, Sandell is taking the matter to court. On Tuesday the hedge fund filed a suit against Bob Evans, accusing the board of attempting to strip shareholders of their rights.

Sandell owns a 6.5 percent stake in Bob Evans, which runs 561 restaurants across the U.S. and produces packaged foods like bacon, ham and sausages.

For more than three months, Sandell has been calling for the board of directors to consider three changes to the business: spinning off its food business, selling some of its real estate to lease back and returning money to shareholders through a share buyback.

But in December, Bob Evans’s chief executive and chairman, Steven A. Davis, broadly rejected the recommendations, telling analysts on a conference call that the company would not undertake what he called “financial engineering tactics that place our company’s ability to deliver long-term shareholder value at unnecessary risks.”

Bob Evans, based in New Albany, Ohio, has maintained that keeping its food packaging business and restaurant chain together is good for the overall business, and so is holding on to its real estate.

As a result, Sandell is now applying a little more pressure. In addition to the lawsuit, its chief executive, Thomas Sandell, is expected to publicly accuse the board of cronyism and irresponsible spending habits, according to someone familiar with Mr. Sandell’s thinking.

The hedge fund has raised a number of concerns about the company’s management, including that five of the ten directors at Bob Evans have served on the board for 15 years or more.

Through the complaint, which was filed in a Delaware court, Sandell is seeking to strike down the company’s requirement that a so-called supermajority of 80 percent or more of shareholder approval is necessary for shareholders to amend any bylaws. Sandell contends that the supermajority clause goes against shareholders’ wishes and is requesting a simple majority.

Separately, Sandell has pursued a consent solicitation, which would allow investors to vote on proposed changes without having to wait until the next shareholder meeting.

The hedge fund, which is currently the third biggest shareholder in Bob Evans, has previously said that Bob Evans’ share price is worth $80 a share, significantly more than its current price of $47.62.



Profit Falls at JPMorgan

JPMorgan Chase reported a 7.3 percent drop in fourth-quarter earnings on Tuesday, underscoring how expensive it has been for the bank to obtain peace with Washington, Jessica Silver-Greenberg reports in DealBook. The net earnings of $5.28 billion, or $1.30 a share, fell slightly below Wall Street analysts’ expectations of $1.35 a share.

“We are pleased to have made progress on our control, regulatory and litigation agendas and to have put some significant issues behind us this quarter,” Jamie Dimon, the bank’s chief executive, said on Tuesday.

JPMorgan has paid roughly $20 billion over the last 12 months to resolve government investigations.

HUGE OFFER FOR TIME WARNER CABLE RANKLES CABLE INDUSTRY  |  Charter Communications has been eyeing Time Warner Cable for months, but the cable operator’s management has refused to discuss a deal, David Gelles reports in DealBook. So on Monday, Charter offered $37.8 billion for the cable operator, which could bring a long battle between the two cable companies to a close.

By offering $132.50, Charter took its case directly to shareholders, essentially matching Time Warner Cable’s current market price. Including debt, the offer values the company at $61.3 billion. But Time Warner Cable’s board continued to give Charter the cold shoulder, calling the latest proposal “grossly inadequate” and “a nonstarter.”

Mr. Gelles writes: “Charter’s bid, which has been expected for months, kicks off a potential round of consolidation in the cable television industry at a time when the cable operators are seeking to increase their bargaining power with the cable and broadcast networks such as Fox, ESPN and CBS.”

GOOGLE BUYS NEST IN QUEST TO ‘KNOW EVERYTHING’  |  Google has already made significant headway into gleaning information on people’s behavior by analyzing online activity. But Google took a step further into people’s private lives on Monday with its $3.2 billion acquisition of Nest Labs, a company that makes Internet-connected home devices like high-tech thermostats, Claire Cain Miller writes in The New York Times.

“Google likes to know everything they can about us, so I suppose devices that are monitoring what’s going on in our homes is another excellent way for them to gather that information,” said Danny Sullivan, a longtime Google analyst.

Ms. Cain Miller writes: “It is easy to see how Google products could be integrated into Nest. For instance, Nest users who log in to Google could theoretically someday see their home’s temperature or an alert about the presence of smoke in Google Now or in email, and information about a person’s home life could be used to target ads.”

THE MAN WHO HOLDS THE KEYS TO ALIBABA’S I.P.O.  |  “Joe Tsai’s phone is ringing off the hook these days, and you would be forgiven if you have never heard of him,” Andrew Ross Sorkin writes in the DealBook Column. “It is Mr. Tsai, a Taiwanese-born former lawyer who was educated at Yale, and not Alibaba’s more famous founder, Jack Ma, who is making the big decisions on the I.P.O. And that has made him Mr. Popularity among the investment banking elite.”

ON THE AGENDA  |  JPMorgan Chase and Wells Fargo announce earnings before the bell. Retail Sales for December are out at 8:30 a.m. Two regional Federal Reserve bank presidents discuss the economy â€" Charles I. Plosser, president of the Philadelphia Fed, speaks at 12:45 p.m., and Richard W. Fisher, president of the Dallas Fed, takes the stage at 1:20 p.m. The House of Representatives holds a hearing at 10 a.m. on the effects on homeowners of the Consumer Financial Protection Bureau’s new mortgage rules. Tony Fadell, co-founder of Nest, is on Bloomberg TV at 1 p.m. Paul A. Volcker, a former chairman of the Federal Reserve, is on Fox Business News at 1 p.m. Frank Keating, president and chief executive of the American Bankers Association, is on CNBC at 11:20 a.m.

SUNTORY’S DEAL FOR BEAM  |  Suntory of Japan’s acquisition of Beam Inc. for $13.6 billion on Monday is the first big deal of 2014 and one of the largest takeovers in the liquor business in years, Michael J. de la Merced and David Gelles write in DealBook. Suntory is offering $83.50 a share, 25 percent above Beam’s closing price on Friday, valuing the company at more than 20 times earnings before interest, taxes, depreciation and amortization for the 12 months ended Sept. 30.

The deal transforms Suntory into the world’s third-largest distiller and transfers another major American distiller to foreign hands. Other liquor giants, Britain’s Diageo and France’s Pernod Ricard, have been snapping up their share of American brands over the years.

“A big whiskey acquisition is a shot in the arm for the global spirits industry, but there may not be many more substantial liquor deals to strike,” Mr. Gelles writes in DealBook. Many of the remaining distillers lack the scale or the capital to strike a deal of similar magnitude, which could leave smaller, boutique spirit groups as the most attractive targets.

The deal, one in a string of recent big-ticket alcohol purchases, would not have been possible without William A. Ackman, the founder of the hedge fund Pershing Square Capital Management. Mr. Ackman pushed for the creation of Beam Inc. by calling for the breakup of its predecessor, Fortune Brands, a company that also sold golf equipment, Mr. de la Merced reports in DealBook.

SAC’S COHEN SPOTTED AT KNICKS GAME?  |  Steven A. Cohen may have attended Monday night’s New York Knicks game at Madison Square Garden, according to a photograph posted on Twitter. The picture was posted at around 10:45 p.m. with the caption, “Is that Steve Cohen at tonight’s Knicks’ game?” setting off a round of speculation. But some late-night tweeters thought the photograph was Photoshopped.

Mergers & Acquisitions »

Celesio’s Shares Tumble After McKesson Bid Fails  |  Shares of the German pharmaceutical wholesaler Celesio fell nearly 6 percent in trading in Frankfurt after the McKesson Corporation failed to garner enough shareholder support for its proposed $8.3 billion acquisition to proceed. DealBook »

McKesson Comes Up Short on Celesio Tender OfferMcKesson Comes Up Short on Celesio Tender Offer  |  An $8.3 billion deal for the German pharmaceutical wholesaler Celesio failed to receive the minimum shareholder support, but McKesson did not say whether it would continue to try to acquire the company. DealBook »

Drug Makers Express Interest in Pfizer Unit  |  The drug makers Valeant Pharmaceuticals International, Actavis and Mylan have shown interest in purchasing Pfizer’s branded generics business, though no active discussions are occurring at this time, Reuters reports, citing unidentified people familiar with the situation. REUTERS

After Deal, Suntory Rating on Review  |  The rating agency Moody’s has placed Suntory’s credit rating on downgrade review, cautioning that the $16 billion deal for Beam Inc. would result in a “significant increase in debt burden,” The Financial Times writes. FINANCIAL TIMES

A Bold Move by Suntory  |  The strategic imperative for the Japanese corporation is clear, as it is for just about any consumer goods company in the incredibly shrinking Japan, notes Rob Cox of Reuters Breakingviews. DealBook »

INVESTMENT BANKING »

Credit Suisse Tells Junior Bankers to Take Saturdays Off  |  The Swiss bank, which has a major presence on Wall Street, issued new guidelines to discourage analysts and associates from working in the office on Saturdays. DEALBOOK

Investors Rush to Nontraditional Bonds  |  In a quest for yield, investors are purchasing bonds backed by nontraditional properties, including a bond backed by a homeless shelter, The Financial Times reports. FINANCIAL TIMES

Former HSBC Executive to Lead Openreach  |  Joe Garner, a former HSBC executive, will take the helm of Openreach, a division of the British telecommunications company BT, The Financial Times reports. FINANCIAL TIMES

Across Wall Street, Efforts to Revise a Hard-Charging CultureAcross Wall Street, Efforts to Revise a Hard-Charging Culture  |  As several major banks think hard about the workload of their junior employees, 2014 will probably be remembered as the year that Wall Street tried to offer some relief to the grunts. DealBook »

PRIVATE EQUITY »

Stung by Scandal, Giant Pension Fund Tries to Make It RightStung by Scandal, Giant Pension Fund Tries to Make It Right  |  Réal Desrochers, head of private equity investments at the California Public Employees’ Retirement System, hopes to improve the fund’s performance, and reputation. DealBook »

Carlyle Preparing to Buy Johnson & Johnson Unit  |  The private equity firm Carlyle Group is said to be lining up $3.7 billion in financing to support its purchase of Johnson & Johnson’s ortho clinical diagnostics unit, Reuters reports, citing unidentified people familiar with the situation. The deal to buy the unit, which makes blood-screening equipment and laboratory blood tests, could be signed by the end of this week. REUTERS

French Firm Halfway to Funding Target  |  The French private equity firm PAI Partners has raised nearly half of its 3 billion euro fund-raising target four years after two of its most senior executives left the firm, The Financial Times reports, citing unidentified people familiar with the situation. FINANCIAL TIMES

HEDGE FUNDS »

Elliott Turns Its Attention to Juniper NetworksElliott Turns Its Attention to Juniper Networks  |  The hedge fund Elliott Management wants Juniper Networks to cut costs, return money to shareholders and streamline its product offerings. DealBook »

Former Citigroup Executive Joins Hedge Fund as Chairman  |  John P. Havens, who resigned as chief operating officer of Citigroup in 2012 when Vikram S. Pandit was ousted as chief executive, has found a new home at the hedge fund business that was spun out of the bank. DealBook »

Hedge Fund Backs Men’s Wearhouse Bid for Jos. A. BankHedge Fund Backs Men’s Wearhouse Bid for Jos. A. Bank  |  Eminence Capital, which owns a 9.8 percent stake in Men’s Wearhouse and a 4.9 percent stake in Jos. A. Bank, wrote a public letter to Jos. A. Bank’s board on Monday, urging the directors to accept the offer. DealBook »

I.P.O./OFFERINGS »

Why Barington Still Opposes Darden’s Plan to Spin Off Red LobsterWhy Barington Still Opposes Darden’s Plan to Spin Off Red Lobster  |  The activist hedge fund said on Monday that Darden’s plan to bolster its stock price did not go far enough in breaking apart the restaurant company. DealBook »

Ratings Cause Twitter Stock Volatility  |  Analysts are not agreeing on Twitter’s valuation, which is driving large swings in the company’s stock price, Bloomberg News reports. BLOOMBERG NEWS

VENTURE CAPITAL »

Oyster, a Start-Up for E-Reading, Raises $14 Million  |  Oyster, which gives customers access to more than 100,000 books for $10 a month, has raised $14 million in a new round of financing. The new investment was led by Highland Capital Partners and included additional capital from an existing investor, Peter Thiel’s Founders Fund. DealBook »

Lowe’s Backs Home Projects Site  |  Lowe’s is partnering with Porch.com, a start-up based in Seattle that has developed a new way of recommending home improvement professionals, the Bits blog reports. NEW YORK TIMES BITS

BuzzFeed Backers Start Animal Website With $2 Million  |  The Dodo, a website dedicated to animal news and features and financially backed in large part by Ken Lerer, the current chairman of BuzzFeed, went live this week with $2 million in funding , ReCode reports. RECODE

Ohio Company Raises Funds for Investor Software  |  Crowdentials Inc., a start-up based in Ohio, has raised $300,000 for its technology platform, which makes it easier for venture capitalists, investment banks, private equity and angel investors to invest in start-ups, funds and other assets, The Wall Street Journal reports. The software verifies investors online so entrepreneurs can ensure their future backers meet the legal definition of “accredited investor.” WALL STREET JOURNAL

Groupon Acquires Ideeli  |  Groupon has purchased ideeli, a flash online fashion retailer, for $43 million in cash, TechCrunch reports. The acquisition is a big loss for ideeli’s investors, including Kodiak, Credit Suisse and the venture capital firm StarVest Partners, who have sunk $107 million into the company since it was founded in 2007. TECHCRUNCH

LEGAL/REGULATORY »

Secretive Apple Squirms in Gaze of U.S. MonitorSecretive Apple Squirms in Gaze of U.S. Monitor  |  An inspector appointed by a federal judge to make sure that Apple complies with antitrust laws has drawn strong objections from the company, which says he is intruding on operations.
DealBook »

Burton Lifland, Judge Who Oversaw Madoff Bankruptcy, Dies at 84Burton R. Lifland, Judge Who Oversaw Madoff Bankruptcy, Dies at 84  |  Mr. Lifland, the judge who was overseeing the winding down of Bernard L. Madoff’s huge Ponzi scheme, died on Sunday, according to the clerk for the federal bankruptcy court in Manhattan. DealBook »

Target’s Woes May Be a Boon for Security FirmsTarget’s Woes May Be a Boon for Security Firms  |  After its data breach, Target hired a credit-monitoring company and a security firm to help with its internal investigation. DealBook »

Push to Combat Insider Trading May Go Too FarPush to Combat Insider Trading May Go Too Far  |  The latest crackdown by New York State’s attorney general, Eric T. Schneiderman, may end up blurring the already thin line between permissible securities analysis and illegal conduct, Peter J. Henning writes in the White Collar Watch column. DealBook »

Europeans Struggle to Set Derivatives RulesEuropeans Struggle to Set Derivatives Rules  |  The European Union plans a last-ditch effort to reach agreement on one of the biggest issues highlighted by the financial crisis: how to rein in trading of derivatives and other complex instruments. DealBook »

Fed Investigating Currency Rate-Fixing  |  The Federal Reserve is said to be looking into whether traders at the world’s biggest banks played a role in manipulating benchmark currency rates, Bloomberg News reports, citing an unidentified person familiar with the situation. The Fed joins other authorities, including those in London, in investigating whether traders shared information that allowed them to rig foreign exchange rates. BLOOMBERG NEWS