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New York City Comptroller Resists Investor’s Calls for Apple Buyback

As the activist investor Carl C. Icahn presses Apple for a $50 billion stock buyback, some other major shareholders plan to push back.

New York City’s comptroller, Scott M. Stringer, plans to urge other investors on Monday to vote against Mr. Icahn’s proposal, arguing that the plan puts handcuffs on the iPhone maker’s management. He says Apple’s executive team is better positioned to decide the company’s financial path.

“I strongly believe this proposal is unnecessary, risky and shortsighted,” Mr. Stringer said in a telephone interview Sunday. “It’s easy to get a quick financial hit off a large company, but I think it’s a lot harder to plan for the future.”

The emergence of Mr. Stringer, who oversees five pension funds that together own $1.3 billion worth of Apple shares, is the latest sign of a brewing battle ahead of the company’s annual investor meeting on Feb. 28. On one side is Mr. Icahn, who has used television appearances and Twitter posts to push the company into returning more of its $159 billion cash hoard to investors.

He has said that he owns about $4 billion worth of Apple stock since building up his stake in August, and has argued that his proposal, aimed for completion by late September, is nonbinding.

While Mr. Icahn is not the first to demand that Apple give out more of its cash to its investors â€" his fellow hedge fund manager David Einhorn publicly fought with the technology giant early last year â€" he has become the most vocal and persistent critic of its financial practices.

On the other side of the fight are institutions like the New York City comptroller’s office, which has argued that Mr. Icahn has overstepped his bounds and is pushing Apple into riskier territory. These financial decisions, Mr. Stringer said, “shouldn’t be on one investor’s terms.”

Apple itself has already committed to returning $100 billion to investors through both share buybacks and dividends, which Mr. Stringer praised as a more balanced approach. Tim Cook, Apple’s chief executive, told The Wall Street Journal last week that as part of the company’s existing plan, it has repurchased $14 billion of its own shares in the previous two weeks alone.

Mr. Stringer is joining the likes of Calpers, the giant California public pension fund that owns $1.6 billion worth of Apple shares and has spoken out publicly against the proposal. In an interview on CNBC last week, Anne Simpson, the head of the pension fund’s corporate governance unit, criticized Mr. Icahn’s approach as unproductive in light of Apple’s own capital plans.

“Standing outside and lobbing a brick through a window really is not a sensible way to engage in the conversation,” Ms. Simpson told CNBC, accusing Mr. Icahn of pursuing a short-term agenda.

Mr. Stringer and Calpers received support for their position on Sunday night when Institutional Shareholder Services, an influential investor advisory firm, recommended that shareholders vote against Mr. Icahn’s proposal.

“The board’s latitude should not be constricted by a shareholder resolution that would micromanage the company’s capital allocation process,” I.S.S. wrote in a note to clients.

In the letter sent to investors, Mr. Stringer argues that Apple’s board is better positioned than Mr. Icahn to determine how much cash the company will need. Combining Apple’s existing $100 billion program with the new proposal could force the company to either retrieve some of its overseas cash holdings â€" and pay out taxes of about 30 percent â€" or to borrow more money.

Mr. Stringer pointed to a warning from Moody’s Investors Service in December, which suggested that the credit rating agency would downgrade Apple’s debt rating if it borrowed more money to “accommodate calls to boost shareholder returns.”

“It’s very important that we give this company some financial cushion as they put new products on the market and continue to innovate,” Mr. Stringer said.



New York City Comptroller Resists Investor’s Calls for Apple Buyback

As the activist investor Carl C. Icahn presses Apple for a $50 billion stock buyback, some other major shareholders plan to push back.

New York City’s comptroller, Scott M. Stringer, plans to urge other investors on Monday to vote against Mr. Icahn’s proposal, arguing that the plan puts handcuffs on the iPhone maker’s management. He says Apple’s executive team is better positioned to decide the company’s financial path.

“I strongly believe this proposal is unnecessary, risky and shortsighted,” Mr. Stringer said in a telephone interview Sunday. “It’s easy to get a quick financial hit off a large company, but I think it’s a lot harder to plan for the future.”

The emergence of Mr. Stringer, who oversees five pension funds that together own $1.3 billion worth of Apple shares, is the latest sign of a brewing battle ahead of the company’s annual investor meeting on Feb. 28. On one side is Mr. Icahn, who has used television appearances and Twitter posts to push the company into returning more of its $159 billion cash hoard to investors.

He has said that he owns about $4 billion worth of Apple stock since building up his stake in August, and has argued that his proposal, aimed for completion by late September, is nonbinding.

While Mr. Icahn is not the first to demand that Apple give out more of its cash to its investors â€" his fellow hedge fund manager David Einhorn publicly fought with the technology giant early last year â€" he has become the most vocal and persistent critic of its financial practices.

On the other side of the fight are institutions like the New York City comptroller’s office, which has argued that Mr. Icahn has overstepped his bounds and is pushing Apple into riskier territory. These financial decisions, Mr. Stringer said, “shouldn’t be on one investor’s terms.”

Apple itself has already committed to returning $100 billion to investors through both share buybacks and dividends, which Mr. Stringer praised as a more balanced approach. Tim Cook, Apple’s chief executive, told The Wall Street Journal last week that as part of the company’s existing plan, it has repurchased $14 billion of its own shares in the previous two weeks alone.

Mr. Stringer is joining the likes of Calpers, the giant California public pension fund that owns $1.6 billion worth of Apple shares and has spoken out publicly against the proposal. In an interview on CNBC last week, Anne Simpson, the head of the pension fund’s corporate governance unit, criticized Mr. Icahn’s approach as unproductive in light of Apple’s own capital plans.

“Standing outside and lobbing a brick through a window really is not a sensible way to engage in the conversation,” Ms. Simpson told CNBC, accusing Mr. Icahn of pursuing a short-term agenda.

Mr. Stringer and Calpers received support for their position on Sunday night when Institutional Shareholder Services, an influential investor advisory firm, recommended that shareholders vote against Mr. Icahn’s proposal.

“The board’s latitude should not be constricted by a shareholder resolution that would micromanage the company’s capital allocation process,” I.S.S. wrote in a note to clients.

In the letter sent to investors, Mr. Stringer argues that Apple’s board is better positioned than Mr. Icahn to determine how much cash the company will need. Combining Apple’s existing $100 billion program with the new proposal could force the company to either retrieve some of its overseas cash holdings â€" and pay out taxes of about 30 percent â€" or to borrow more money.

Mr. Stringer pointed to a warning from Moody’s Investors Service in December, which suggested that the credit rating agency would downgrade Apple’s debt rating if it borrowed more money to “accommodate calls to boost shareholder returns.”

“It’s very important that we give this company some financial cushion as they put new products on the market and continue to innovate,” Mr. Stringer said.



Chinese Official Made Job Plea to JPMorgan Chase Chief

The executive suites of JPMorgan Chase in Midtown Manhattan may seem a world away from the politically connected Chinese job applicants who landed on the bank’s payroll.

But a confidential email has emerged that shows a top Chinese regulator directly asked Jamie Dimon, the bank’s chief executive, for a “favor” to hire a young job applicant. The applicant, a family friend of the regulator, now works at JPMorgan.

Mr. Dimon met the applicant in June 2012, according to interviews and the previously unreported email, one of several documents that JPMorgan recently turned over to federal authorities as part of an investigation into hiring at the bank. At the meeting with Mr. Dimon in New York, the applicant acted as an interpreter for the Chinese insurance regulator. JPMorgan bankers in Hong Kong, hoping to help her job prospects, knew in advance that she would attend.

JPMorgan said Mr. Dimon had nothing to do with the decision to hire the young woman, described within the bank as well qualified. And like the C.E.O. of any large company, Mr. Dimon can be expected to meet with many people in a given day. According to a person briefed on the investigation, he is not suspected of any wrongdoing.

Still, the episode underscores the dual forces driving JPMorgan and other Wall Street banks to hire the family and friends of China’s ruling elite. The banks sought to build good will with Chinese officials, who, in turn, expected favors from the banks.

Federal authorities are now investigating whether the hiring at JPMorgan â€" and at least six other big banks â€" was done explicitly to win business from Chinese companies. The authorities could decide to bring charges against individuals or a bank if they find such activity to be in violation of anti-bribery laws.

At the time of Mr. Dimon’s June 2012 meeting with the Chinese insurance regulator, Xiang Junbo, JPMorgan was seeking lucrative work from Chinese insurance companies. Mr. Xiang, a former banker who had been trying to secure a JPMorgan job for his young family friend a month before the meeting, would have a good deal of sway over those companies.

As the meeting with Mr. Dimon was wrapping up, interviews and the confidential email show, Mr. Xiang changed the subject to his young interpreter. He introduced her to Mr. Dimon and portrayed her as the daughter of a close friend and a potential JPMorgan employee. In an awkward moment for the applicant, she translated as Mr. Xiang extolled the benefits of hiring her.

Mr. Dimon, according to interviews with people briefed on the meeting, was not expecting the young applicant to attend. In response to the request, Mr. Dimon told Mr. Xiang that the bank would “do what we can.”

In the confidential email sent after the meeting, a JPMorgan banker in Hong Kong recounted how Mr. Xiang asked Mr. Dimon “for favor to retain her in US team.” The banker, who worked on deals with Chinese-based insurance companies, emphasized “the importance of this relationship and specialty in the insurance area,” adding that “we will be expected to find a solution for her quickly.”

With the approval of the bank’s compliance department, and after vetting the applicant through multiple interviews, JPMorgan created a special internship to accommodate the applicant, according to the people briefed on the situation. In early 2013, the people said, JPMorgan assigned her to a group within the bank’s New York headquarters that is focused on the insurance business. She later landed a full-time job at the bank.

“Our C.E.O. played no role in the hiring decision, did not weigh in, and did not follow up,” a bank spokesman, Joseph Evangelisti, said in a statement. “It is his normal practice to pass on referrals without advice to those involved in hiring.”

The timing of the internship may have had no connection to JPMorgan’s business with the Chinese insurance industry, some of which JPMorgan secured before the meeting. The applicant played no role in those deals, the people briefed on the meeting said, and the bank had ties that long predated her meeting with Mr. Dimon.

Even so, the meeting came at an advantageous time. One JPMorgan banker in Asia, the people briefed on the meeting said, privately described Mr. Dimon’s meeting with Mr. Xiang as “strategically important,” given a string of business deals the bank was seeking with Chinese insurance companies.

And in the months after the meeting, JPMorgan worked on at least four business deals with Chinese insurance companies that Mr. Xiang oversaw, public filings show. In recent months, according to the filings, five top insurance companies with headquarters in mainland China or Hong Kong have become JPMorgan clients.

Until now, it was unclear whether any well-connected job applicants ever met JPMorgan executives in New York. Earlier documents that JPMorgan produced to federal authorities focused on hiring practices in Hong Kong and mainland China.

But the latest ones show how the hires also touched the New York headquarters, where the bank awarded at least two internships to well-connected applicants, including Mr. Xiang’s translator. She is one of several dozen well-connected hires cited in the documents JPMorgan has produced for investigators.

Together, the documents â€" copies of which were reviewed by The New York Times â€" paint the most detailed portrait yet of the bank’s hiring. JPMorgan, the documents show, employed not only applicants tied to China’s regulators and state-owned companies, but also candidates linked to private business leaders in China.

The revelations come as authorities are intensifying their investigation. While the hiring of employees connected to private enterprises would not typically violate the Foreign Corrupt Practices Act, which requires the involvement of a government official in a bribe, authorities are exploring whether state-owned Chinese companies indirectly owned some of the private enterprises, according to people briefed on the case. If the private companies are effectively arms of the government, then the federal law could apply.

On Friday, JPMorgan lawyers met with federal authorities in Washington, according to a person who attended that meeting. The Justice Department, federal prosecutors in Brooklyn and the Securities and Exchange Commission are handling the investigation.

Mr. Dimon is not a subject of the investigation and he is not suspected of knowing about any questionable hiring practices at the bank. But JPMorgan bankers in Hong Kong were involved in those practices â€" and were instrumental in the internship awarded to Mr. Xiang’s young family friend.

By the time of the 2012 meeting, Mr. Xiang was already pushing the JPMorgan bankers in Hong Kong to secure work for his family friend, according to the interviews with people briefed on the meeting who were not authorized to speak publicly. The JPMorgan bankers recommended that she attend the meeting with Mr. Dimon, the people said, and knew in advance that she agreed to do so.

While the confidential email mentioned the applicant by name, The Times could not reach her for comment and decided to withhold her identity because she is not suspected of wrongdoing and is not a public figure.

A spokesman for the China Insurance Regulatory Commission, where Mr. Xiang is chairman, could not be reached for comment on Friday. Mr. Xiang has not been accused of any wrongdoing.

Since the authorities opened the investigation into JPMorgan last spring, the inquiry has entangled other Wall Street giants. Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, Morgan Stanley, UBS and other banks have received requests for information, according to people briefed on the investigations.

The banks declined to comment on the investigations, which are at an early stage.

S.E.C. officials and the prosecutors also declined to comment.

Banks are not prohibited from hiring the family and friends of Chinese officials. A hiring would be a violation of the Foreign Corrupt Practices Act only if it can be shown that a bank explicitly swapped job offers for business deals with Chinese government officials. Such a bank must also have operated with the “corrupt intent” to influence a Chinese official, a blurry line that might be crossed if unqualified employees were hired.

The applicant who met Mr. Dimon is well educated. She had a graduate degree from New York University. At JPMorgan, she received strong performance reviews.

Mr. Evangelisti, the bank spokesman, said that the applicant had “prior experience serving as an interpreter” before the meeting with Mr. Dimon and Mr. Xiang.

Even if federal authorities decline to pursue a case against the bank, JPMorgan’s hiring practices could also raise concerns with the authorities in Britain and Hong Kong, where anti-bribery laws are stricter than the Foreign Corrupt Practices Act in the United States. The authorities could focus on the bank’s “Sons and Daughters” hiring program, in which well-connected applicants routinely face fewer interviews and special treatment.

The daughter of a top executive at Tianhe, a private Chinese chemical company, received some extra attention after her father called JPMorgan to complain that her contract did not stack up to other JPMorgan employees, according to a previously unreported email reviewed by The Times. Her contract, he said, was not permanent and lacked a housing allowance.

The complaint arrived soon after the young woman joined JPMorgan in 2011. At that time, the bank was seeking an advisory role on Tianhe’s initial public offering of stock.

“It sounds to me like the deal is large enough, we are pregnant enough with this person, that we’d be crazy not to accommodate her father’s wants,” a JPMorgan executive in Hong Kong wrote in the email.

Recently, JPMorgan withdrew from the potential $1 billion I.P.O. of Tianhe. A spokeswoman at a Hong Kong public relations agency representing Tianhe declined to provide a statement from the company.

Asked recently on CNBC about abandoning the deal, Mr. Dimon said, “I don’t know the circumstance exactly, but I think we’re trying to make decisions that try to make us as pure as possible, that we’re trying to do the right thing.”

Mr. Dimon played down the significance of hiring well-connected applicants. In the interview with CNBC, he said “it’s been a norm of business for years that people hire, you know, ex-government officials, they hire sons and daughters of companies, and give them proper jobs and don’t violate, you know, American Foreign Corrupt Practices Act.”

JPMorgan started its Sons and Daughters program in 2006, somewhat early in Mr. Dimon’s tenure at the bank. Six years later, when he met with Mr. Xiang, the nation’s top insurance regulator, some of China’s biggest insurance companies were planning to go public. Around that time, JPMorgan was vying for roles on these deals â€" some of which it secured.

Since Mr. Dimon’s June 2012 meeting with Mr. Xiang, JPMorgan advised the AIA Group on three separate deals, according to Thomson Reuters and Standard & Poor’s Capital IQ, a research service. It is unclear whether the assignments were in the works before the meeting. AIA, a Hong Kong-based insurance company, had worked with JPMorgan on at least three deals before the meeting. During some of those deals, AIA was owned by the American International Group, the giant New York-based insurer.

The People’s Insurance Company of China, a state-owned insurer, also hired JPMorgan as one of 17 banks for its November 2012 I.P.O. That same month, JPMorgan was the co-lead underwriter on China Taiping Capital Ltd.’s $297 million debt offering, according to Capital IQ. The holding company of China Taiping again picked JPMorgan as an adviser when the insurer acquired stakes in a number of subsidiaries last May.

For Wall Street, one of the most coveted insurance deals was the I.P.O. of Taikang, often listed as the fifth-largest insurer in China. In a 2011 email reviewed by The Times, a JPMorgan banker referred to the “juicy size” of the deal.

For now, it is unclear whether JPMorgan secured a role on the I.P.O., which has not been publicly announced. But to bolster its chances with Taikang, JPMorgan had a plan: hire the “direct niece of chairman.”

“Link to ipo,” another banker said in a separate 2011 email, “is very direct.”

David Barboza and Neil Gough contributed reporting.

A version of this article appears in print on 02/10/2014, on page A1 of the NewYork edition with the headline: Chinese Official Made Job Plea To Chase Chief .

Barclays and Regulators Look at Possible Theft of Customer Data

The headaches keep coming for Barclays.

The bank, one of the largest in Britain, announced on Sunday that it was investigating the possible theft and sale of personal data concerning at least 2,000 customers. British regulators also are looking into the case.

Barclays said an initial investigation suggested that the breach was limited to customers from its financial planning business, which was closed in 2011. The personal data appears to have been collected from 2008 and earlier, the bank said in a statement. Barclays said it was notifying customers that their information might have been stolen.

“Protecting our customers’ data is a top priority, and we take this issue extremely seriously,” Giles Croot, a Barclays spokesman, said. “This appears to be criminal action, and we will cooperate with the authorities on pursuing the perpetrator.”

The Financial Conduct Authority confirmed that Barclays had contacted it about the matter. The authority said it planned to work with the bank on procedures to “ensure data is secure and used properly.”

It is an awkward time for Barclays, which plans to announce its annual results on Tuesday. It has been in the spotlight, with other major banks, over broad inquiries into accusations that it rigged benchmark interest rates. The bank said recently that its fourth-quarter results would include additional charges of 110 million pounds, or $180 million, related to litigation and regulatory penalties.

The Financial Conduct Authority’s investigation into the possible data theft adds a layer to the regulatory inquiries into the bank. In 2012, Barclays paid £290 million to settle an investigation of possible manipulation of the London interbank offered rate, or Libor. At least 10 people in Britain and the United States face criminal charges related to Libor.

In the last year, regulators in Britain, the United States, Germany, Switzerland and Hong Kong have opened investigations into the currency markets, and more than a dozen foreign exchange traders at large banks, including Barclays, UBS and JPMorgan Chase, have been put on leave over questions on whether they colluded to manipulate benchmark currency rates.

The Barclays chief executive, Antony Jenkins, said last week that he would forgo a bonus for 2013 in light of the bank’s restructuring and litigation costs. He will receive a base salary of £1.1 million. The bank is undergoing a major restructuring, including shedding more than 4,000 jobs.



‘The New Normal’ for Tech Companies and Others: The Stealth I.P.O.

Shhhh â€" a wave of tech start-ups are secretly seeking to go public.

Choosing to file confidentially for an initial public offering is fast becoming the norm for young technology companies. On Friday, GoPro, the video camera maker favored by extreme athletes and everyday adventurers, became the latest to file such a “secret I.P.O.”

Companies like GoPro are taking advantage of a provision in the 2012 JOBS Act that allows a company to file with the Securities and Exchange Commission but withhold from the public significant information about its finances until just before shares are sold to the public.

Several other tech companies, including Box and Care.com, have recently filed secret offerings. And there may be more to come. Several other companies that may have under $1 billion in annual revenue are expected to go public this year, including Gilt, Airbnb and Square.

It’s not just technology companies. Roughly 70 to 80 percent of all I.P.O.s in the United States that priced last year began as confidential filings, according to the research firm Renaissance Capital.

“It wasn’t really a hard decision,” said Robert Chesnut, the general counsel of Chegg, an education start-up that filed confidentially before it went public last fall. “There were lots of advantages and not much in the way of a downside.”

Yet some question whether such filings benefit investors â€" or just the companies.

Under the law, whose acronym stands for Jumpstart Our Business Startups, companies with less than $1 billion in revenue, known as “emerging growth companies,” can begin the I.P.O. process in secret, including correspondence with the S.E.C. They must publicly disclose their offering documents roughly 21 days before embarking on a “road show” for prospective investors, essentially giving the public a month to review their books.

A main benefit cited by proponents of secret filings is that the process allows companies to keep sensitive financial information away from rivals before an I.P.O.

“It keeps operating information out of the eyes of competitors for a couple months extra,” said Jay R. Ritter, a professor at the University of Florida who tracks I.P.O.s.

Additionally, it gives companies the opportunity to test the waters for an offering without disclosing their financial data if they decide not to go ahead with the process. By some advisers’ estimates, as many as 75 percent of companies that file for an I.P.O. ultimately do not go public.

According to Mr. Chesnut of Chegg, the process allowed his company to focus on putting together its offering documents and make any necessary revisions from the S.E.C., sparing the wider world a view of “how the sausage was made.”

Chegg went public in November. Since then, its shares have fallen 43 percent below its I.P.O. price.

With secret filings on the rise, and including such prominent companies as Twitter, some view the threshold for emerging growth company status as unreasonably low.

“The rationale for the confidential filing process is that an emerging company that is unsure whether its I.P.O. will fly can file confidentially and test the waters,” said Erik Gordon, a law professor at the University of Michigan. “That makes sense for smaller, relatively unknown companies because there is little public interest or even awareness about them. Unfortunately, the law as enacted by Congress also covers companies like Twitter.”

Since its I.P.O in November, Twitter’s shares have more than doubled, but they fell sharply after the company’s first earnings report disappointed investors.

Mr. Gordon and other critics of confidential filings say that allowing companies to withhold financial data from the public in the run-up to an offering can distort the public’s perception of a company’s financial health.

It is unclear, however, whether the confidential filing provision has led to a rise in newly public companies that run into trouble.

Supporters of the more confidential process argue that all the information that would be available in a normal I.P.O. is still there for the public to scrutinize, if not all at once. Indeed, the company must still publish revisions to its prospectus. (All correspondence with the S.E.C. is published after the initial stock sale, as it was before the JOBS Act.)

According to a study published by Latham & Watkins, one year after the JOBS Act was enacted, companies on average embarked on their road show 49 days after filing their first public document, more than twice the legal minimum.

“Everything is out in the open,” said David Menlow, president of IPOfinancial.com, a research firm. “Eventually, from our perspective, it doesn’t really provide an advantage.”

The law also allows prospective I.P.O. candidates to meet with big institutions like Fidelity Investments and T. Rowe Price during the quiet period to gauge their interest and collect comments.

“In today’s 24/7, Internet-enabled world, it’s hard to imagine people poring over securities disclosure documents for more than a month before making a decision whether to invest,” said Joel H. Trotter, a partner at Latham & Watkins.

Mr. Trotter advised the Treasury Department on the I.P.O. portion of the JOBS Act. He said that the change was meant to make it easier for private companies to go public, rather than taking the easier route of selling themselves.

The new law extended the confidential filing provision that was already available to foreign companies looking to sell stock in the United States.

“Our bias was, we wanted to remove deterrents to going public so that there’s more balance,” Mr. Trotter said. “It’s an uphill battle for companies seeking to go public.”

Still, there is a growing sense among some securities experts that the process is changing the I.P.O. process in unintended ways.

“Companies from GoPro to Twitter are using the JOBS Act confidential filing process in ways that have nothing to do with the rationale lobbyists and politicians espoused when they pushed the act through Congress,” Mr. Gordon said, arguing that the law was meant to help truly small companies, not established powerhouses like Twitter or even GoPro.

But there is no sign yet that the pace of confidential filings will slow.

“It is the new normal,” said Mr. Ritter of the University of Florida. “Companies like the stealth filing.”



I.S.S. Sides With Apple in Battle Against Icahn

Apple gained a notable new ally on Sunday in its attempts to beat back a proposal by Carl C. Icahn calling for a $50 billion stock buyback.

Institutional Shareholder Services, the prominent proxy advisory firm, told clients in a note on Sunday that they should vote against Mr. Icahn’s plan, calling it unnecessary given efforts by the company to give out a portion of its $159 billion cash pile.

“The board’s latitude should not be constricted by a shareholder resolution that would micromanage the company’s capital allocation process,” I.S.S. wrote in its note.

Since last summer, Mr. Icahn has been calling upon Apple to pay out a significant portion of its enormous war chest to shareholders. He isn’t the first to do so: A fellow activist investor, David Einhorn, battled the company last year to force a similar return to shareholders.

Apple has outlined a plan to return $100 billion to shareholders through stock buybacks and dividend payments.

I.S.S. noted that the iPhone maker has not been wasteful in spending money on unnecessary acquisitions.

The proxy advisory firm also noted that the vast majority of Apple’s cash is held overseas. Bringing it back would entail either incurring a big tax bill, or borrowing debt that could lower the company’s credit rating.

But I.S.S. did criticize the company for not providing a long-term vision of how it would deal with the cash that rapidly accumulates in its coffers.

“Given the rate at which the percentage of offshore cash is growing, moreover, a strategy which goes no further than returning the excess domestic cash will soon become inadequate,” the advisory firm wrote.

But it ultimately praised Apple for making “good-faith efforts” to adopt more shareholder-friendly policies.