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J. Crew Said in Merger Talks With Owner of Uniqlo


The owners of J. Crew, the fashion purveyor of choice for the likes of Michelle Obama, are in early discussions to sell the company to Fast Retailing, the Japanese retailer whose holdings include Uniqlo and Theory, a person briefed on the matter said on Friday.

Talks between Fast Retailing and J. Crew’s owners, the private equity firms TPG Capital and Leonard Green & Partners, are in early stages and could still fall apart, this person cautioned. TPG and Leonard Green are likely to seek a deal that values their company at more than $4.5 billion.

The private equity firms could also choose to take J. Crew public once more, this person added. They have begun considering hiring banks to run an initial public offering, effectively exploring both a sale and an I.P.O. in a so-called “dual-track process.”

If a deal is struck, it would mark the latest change in ownership of J. Crew, which has transformed itself over the past decade from preppy staple into a seller of more sophisticated but still accessible fashion. Its top designers, particularly creative designer Jenna Lyons, have become celebrities in their own right.

Much of the company’s success has been attributed to its garrulous chief executive, Millard S. Drexler, who joined shortly after his ouster from the Gap and built a retail powerhouse. Mr. Drexler teamed up with TPG and Leonard Green to take the company private nearly three years ago, in a process that some shareholders criticized as flawed.

A deal would also be the latest effort by Fast Retailing to become one of the most dominant clothiers in the world. The company, run by Tadashi Yanai, has become best known for Uniqlo, a brand praised as much for its simple style as its low prices. But it also owns a plethora of other brands, from the French label Comptoir des Cottoniers to the high-fashion Helmut Lang.

Still, Mr. Yanai has admired and coveted J. Crew for years â€" he has made a number of approaches over the years â€" and could see the company as a crown jewel in his empire.

The American retailer disclosed last week that its sales rose 9 percent to $2.4 billion in its most recent fiscal year, which ended on Feb. 1. Direct net sales rose 16 percent, to $756 million, though comparable company sales rose only 3 percent during the period, compared to 13 percent 12 months ago.

News of the talks was first reported by The Wall Street Journal.



Schwarzman of Blackstone Made $375 Million in 2013


Stephen A. Schwarzman is raking in the rewards of a hugely successful year for the Blackstone Group.

Mr. Schwarzman, the co-founder and chief executive of Blackstone, personally made a total of $374.5 million in 2013, according to a regulatory filing on Friday. The vast majority of that haul came from cash dividends he received on his partnership units, reflecting the profitability of the alternative investment firm.

The eye-popping compensation underscored yet again how lucrative the private equity business model was last year, as firms were able to reap big gains from selling their holdings into a soaring stock market. Blackstone, which made money selling shares in companies like Hilton Worldwide Holdings and Merlin Entertainments, also benefited from its growing real estate business.

Mr. Schwarzman, 67, earned a salary of $350,000 and did not take a bonus, the filing showed. He earned carried interest â€" his share of Blackstone’s investment profits â€" of $21.6 million.

But he made most of his money from his partnership units, collecting $352.5 million. Separately from that compensation, Mr. Schwarzman received $78.2 million from his personal investments in Blackstone’s funds. Including that would bring his total earnings to $452.7 million.

The second in command at Blackstone, Hamilton E. James, who is known as Tony, made $99 million, the filing shows. That includes dividends on his partnership units and common units, as well as his salary, bonus and share of carried interest. Mr. James got $15.7 million from his investments in Blackstone’s funds.

The big publicly traded private equity firms, including the Carlyle Group, Apollo Global Management and Kohlberg Kravis Roberts, have made billionaires out of their founders. Mr. Schwarzman has an estimated net worth of $10.9 billion, according to the Bloomberg Billionaires Index.

One main rival, Carlyle, reported this week that its three founders collectively made $750 million in 2013, benefiting from a banner year. Another, Kohlberg Kravis Roberts, said its two co-founders each earned more than $160 million.

Blackstone said last month that its fourth-quarter profit, measured as economic net income, which includes unrealized gains from investments, more than doubled to $1.5 billion from the period a year earlier.



NJOY, E-Cigarette Maker, Receives Funding Valuing It at $1 Billion


Even as electronic cigarettes draw the scrutiny of regulators around the world, investors are seeing potential in the fledgling industry.

This week, the electronic cigarette maker NJOY received a $70 million capital injection from a group of investors including Brookside Capital and Morgan Stanley Investment Management, in the latest vote of confidence for a fast-growing industry.

The company, based in Scottsdale, Ariz., boasts several entrepreneurial investors including Sean Parker, the co-founder of the now-defunct Napster, and Peter Thiel, one of the founders of PayPal.

The private round of funding values the company at around $1 billion, according to a person briefed on the financials, and comes as regulators in Europe and the United States are looking to legally define parameters for the industry. Earlier this week, the European Parliament approved regulations in the European Union for the industry that could be copied in other countries.

Electronic cigarettes, or e-cigs for shorthand, are being marketed as an alternative to real cigarettes. They simulate tobacco cigarettes, but operate as battery-powered devices that deliver nicotine and/or flavoring through a liquid solution. Atomizers create the same sensation a smoker gets from blowing smoke.

But the industry has come under scrutiny from some health officials who say the safety of e-cig products has not yet been proved. Others raise concerns that a boom of e-cigs products will revitalize the appeal of cigarettes.

NJOY, whose e-cig products are sold in more than 90,000 stores in the United States, and more than 40,000 outlets across Europe, has marketed itself as a technology company that is trying to defeat a health epidemic rather than prolong its demise.

“We believe that only an independent company can have as its corporate mission the extraordinary technological and important objective to make cigarettes obsolete,” said Craig Weiss, chief executive of NJOY. Mr. Weiss, who is a patent lawyer and former hedge fund manager, compared the initiative and its ambition to putting a man on the moon.

His brother Mark, also a lawyer, founded NJOY in 2006 after a trip to China inspired him to enter the electronic cigarette market. During his trip, he visited a trade show where e-cigs, so large they looked like cigars, were being showcased.

“It seemed to him that this was the future of smoking,” said Mr. Weiss, who took over as president of NJOY in 2010.

It is a view not shared by the Europe, which ruled this week that advertising for e-cigarettes would be banned in 28 nations. The new rules, which will be enforced in 2016, also set limitations for the amount of nicotine e-cigarettes can contain and will force e-cigarette makers to include health warnings on the product.

In the United States, the Food and Drug Administration has categorized e-cigarettes as “tobacco products” but has not yet determined any rules for them. But pressure has been building from lawmakers to take a harder line and begin immediate regulatory oversight.

For now, sales of e-cigarettes continue to soar. Industry experts estimate that the market is worth nearly $2 billion. although that is just a fraction of the $80 billion-a-year tobacco industry in the United States. Analysts at Wells Fargo recently estimated that e-cigarettes could replace regular cigarettes within the next decade.

But as e-cigarettes become more popular, major tobacco companies are taking note. Lorillard, the maker of cigarette brands like Newport and Kent, acquired Blu eCigs for $135 million in 2012, and RJ Reynolds, Japan Tobacco International and British American Tobacco have also scooped up stakes in emerging e-cigarette companies.

The presence of such big tobacco firms has caused some critics to question whether e-cigarettes are just a new way to get people hooked on nicotine, an addiction that could lead them to turn to tobacco cigarettes.

To counter that impression, NJOY points to its unusual team of executives that include veterans of the old tobacco industry, as well as scientists and well-respected doctors to help with this image. It recently added former Surgeon General Dr. Richard H. Carmona, who served in the George W. Bush administration, to its board.

With lighter regulation in the United States, many American e-cigarette companies have taken advantage, introducing a flurry of advertising campaigns on television. In 2012, NJOY ran a series of ads in print, television and online with the tagline: “Cigarettes, you’ve met your match.”

The industry has already made strides in popular culture. In the current season of the popular Netflix political series “House of Cards,” the main character, Frank Underwood, is caught by his wife smoking a cigarette. She accuses him of caving in to his addiction.

“No, I’m not,” he tells her, indicating it’s an e-cigarette. He adds, “Addiction without the consequences.”



A Purpose Beyond Profit

For years, I’ve listened to chief executives of large companies pay dutiful lip service to concepts like corporate social responsibility, investing in the communities they operate in, treating employees as their most precious asset and living their values. Mostly, it comes off as so much canned public posturing â€" boxes to be checked off, rather than any sort of deep commitment.

My favorite example is from the vision statement of the once-mighty Enron Corporation: “We treat others as we would like to be treated ourselves,” it declared. “We do not tolerate abusive or disrespectful treatment. Ruthlessness, callousness and arrogance don’t belong here.” And what were its top values? “Respect, Integrity, Communication and Excellence.”

Seriously?

But compare that with the pledge made in 2010 by Unilever and its chief executive, Paul Polman: “We are making sustainable living a driver of everything we do,” the company said. With these words, Unilever made specific commitments, including to sustainably source 100 percent of its agricultural raw materials and to make hand washing a habit for 1 billion people around the globe â€" both goals to be achieved by 2020, with regular progress reports along the way.

Over the past 15 years, I’ve spent much of my time working with and listening to executives at large companies. In the past year, something palpable has begun to change. It’s still more nascent than tectonic, but the shift feels unmistakable. At the risk of overstating it, I want to call it an awakening â€" an awakening to a larger perspective and a bigger view of the role these companies play in the world.

Last week, I heard John Mackey, co-chief executive of Whole Foods, get up in front of 900 of his leaders and say that the company’s noble mission should be to change the way the world eats, with the goal of eliminating killers like cancer and heart disease that are so influenced by our diets.

Mr. Mackey went on to describe the range of ways in which the company is trying to bring healthy practices to its own employees, including paying for 400 of them a year to attend a weeklong retreat intended to improve their health. Whole Foods also gives employees financial incentives to score well on biometric assessments of their health, and it recently opened its first medical and wellness clinic, where employees can receive primary medical care at no cost, along with health coaching. In the stores themselves, Whole Foods recently instituted a rating system to identify the healthiest foods for customers.

Mr. Mackey is a pioneer in thinking about the role that companies and their chief executives ought to play beyond the bottom line. But he’s got more and more fellow travelers. I first met Mr. Mackey a year ago at a conference organized by Conscious Capitalism, the organization he co-founded. One of its core tenets is that every business needs a higher purpose that includes, but goes beyond, making money. A second is that companies have an obligation not just to create value for their shareholders but for all stakeholders, including employees, vendors, communities and even the planet. A third tenet is that leaders themselves ought to be guided by their own higher purpose.

More than 180 chief executives attended the “Conscious Capitalism C.E.O. Summit” last fall. Speakers at the most recent event included the chief executives of companies like Hyatt Hotels, Home Depot and Panera Bread. Organizers expect well over 200 chief executives this year.

It’s easy to be cynical about the motives of leaders who profess a purpose beyond profit and a desire to take better care of their varied constituencies, but I find myself feeling hopeful. At the most practical level, doing so is a form of enlightened self-interest. The evidence grows, for example, that when companies invest in better meeting the needs of their employees â€" including health and wellness, feeling valued, and serving a purpose beyond their own self-interest â€" the results show up at the bottom line.

A 2012 survey of 60,000 employees at 50 companies around the world, conducted by the consulting firm Towers Watson, found that the organizations that invested most in the sustainability of their employees generated nearly three times the operating margins of those who invested the least.

Higher consciousness, as treacly a phrase as it is, simply means the capacity to be conscious of more and to exclude less. Conscious capitalism recognizes a wider world and a longer view. Conscious leaders have the courage and the vision to see that we live on a planet in peril, that we’re all in this together and that extending our circle of care ultimately pays the highest dividend.

About the Author

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



The Best of the Week’s eBay Barbs

Carl C. Icahn and eBay executives might not be debating on CNBC anytime soon, but the verbal war between the activist investor and the e-commerce behemoth intensified this week all the same.

Here’s a handy rundown of the best barbs from each side.

Mr. Icahn, who owns about 2 percent of the company’s shares and has called for a spinoff of PayPal, led things off first this week. The longtime corporate gadfly published a series of public letters assailing eBay’s board, and in particular two directors, the investor Marc Andreessen and Intuit’s chairman, Scott Cook, for compromising the tech company’s corporate governance with conflicts of interest.

Mr. Andreessen’s firm has invested in a number of startups that compete with PayPal, and Andreessen Horowitz, as the venture capital shop is known, was part of the investor group that bought control of Skype in 2009, a deal that Mr. Icahn has argued deprived eBay shareholders of a bigger payout.

Meanwhile, Mr. Cook’s company is increasingly moving into payment processing, moving Intuit into a head-on collision with PayPal, at least according to the activist investor.

This week, Mr. Icahn wrote no fewer than four public letters appealing to his fellow shareholders. From the first:

How is it possible for the current board to engage in any meaningful discussions about long-term stockholder value while: (1) at least two board members are directly competing with eBay, (2) one board member is demanding eBay cease hiring the most talented employees, (3) another board member is routinely funding competitors while buying companies from eBay and reaping significant personal riches, (4) at least two board members appear to have put their own financial gain in ongoing conflict with their fiduciary responsibilities to stockholders and (5) the C.E.O. seems to be completely asleep or, even worse, either naive or willfully blind to these grave lapses of accountability and stockholder value destruction?

Mr. Icahn added to his literary assaults. In his third letter, he lobbed what was probably his most quotable barb:

In our opinion, having Mr. Cook on the board while planning PayPal’s future is akin to having Pete Carroll, coach of the Seattle Seahawks, sitting in when the Denver Broncos were constructing their game plan for the Super Bowl (then again, maybe he did).

He also challenged eBay to a televised debate on CNBC, an invitation that the company has so far declined. That said, it has mounted a defense all the same.

Pierre Omidyar, a co-founder of PayPal and eBay’s chairman, offered a public defense on behalf of the company:

Instead of having an honest discussion about a reasonable question, Mr. Icahn has chosen to attack the integrity of two highly respected and qualified board members, Scott Cook and Marc Andreessen. He also has attacked the integrity of our CEO John Donahoe.

Mr. Icahn’s attacks are false and misleading.

In an interview with The Wall Street Journal, Mr. Andreessen declined to directly respond to Mr. Icahn’s imprecations, but he insisted that he followed the rules of good corporate governance. From The Journal’s article:

“If I’m on a public board and that public company is looking at buying a company in a certain space and one of my startups is in that space, I will not be part of that conversation,” Mr. Andreessen said. “This has been established over decades of corporate governance and there’s nothing unique to tech about it.”

And here’s what Peter Thiel, a co-founder of PayPal, had to say at a tech conference on Thursday, according to Forbes:

Asked if he thought PayPal, where he was a cofounder, should be spun off from eBay as activist investor Carl Icahn has called for, Thiel said he suspects “this is not the right time for the companies to be split up, but there will be a lot of time to revisit it.”

But he made it clear he’s no fan of Icahn. “I’m viscerally against Carl Icahn because I think value gets created over a long period,” not through sudden moves. “I strongly believe he’s the wrong person” to be deciding eBay’s fate, he said.



Why the Bank Leverage Ratio Is Important

Mayra Rodríguez Valladares is managing principal at MRV Associates, a New York-based capital markets and financial regulatory consulting and training firm. She is also a faculty member at Financial Markets World.

In speaking about the leverage ratio, an extremely important bank capital requirement, Thomas Hoenig,vice chairman of the Federal Deposit Insurance Corporation, said: “I think we’ve got the details worked out. Now it’s just getting the schedule.”

His comments on Monday at a National Association for Business Economics conference are the biggest hint that United States banking regulators have finalized and will soon announce a proposed leverage ratio for banks that was released for comment last July.

The Federal Deposit Insurance Corporation has proposed the ratio at 5 percent for bank holding companies and 6 percent for insured bank depositories, Most important, only high quality capital such as common equity and retained earnings would count for the numerator.

While the United States has long had a leverage ratio of 4 percent, the denominator covered only on-balance sheet assets; the new leverage ratio’s denominator would cover all assets and off-balance sheet transactions such as derivatives. For banks like JPMorgan Chase, which have about $2 trillion in assets but $70 trillion in notional amount of off-balance sheet derivatives, the impact of the new leverage ratio will be significant.

Given that American banks tend to be extremely leveraged, and certainly far more than non-financial companies, financial lobbying groups have fought passionately against the leverage ratio. Like other financial reform advocates, I have long awaited the leverage ratio. It is extremely important, because it could serve as a backstop for the existing Basel III risk-weighted asset capital framework that presently exists.

In calculating risk-weighted assets, banks that meet a significant number of requirements can receive permission from their bank regulator to use what is called an advanced international ratings-based approach. This method allows banks to use their own data and models to determine risk factors like probability of default of assets or counterparties and extent of loss severity when there is a default. Risk-weighted assets are an extremely important component of how capital requirements are determined for banks.

As I have seen in over a decade of working with banks and regulators globally, allowing banks to use their own models to derive the risk inputs, leads to great flexibility in these risk-weighted assets. The Basel Committee on Banking Supervision’s own studies last year proved that there is tremendous variability in the risk weighted assets of United States, European and Asian banks even when banks have similar portfolios.

Not only is there no transparency in how banks come up with their risk inputs, worse yet, this variability, or what many fear might be data manipulation, means that banks end up with very different levels of capital, which may or may not be sufficient to help them sustain unexpected losses.

The leverage ratio is also important, because like the Volcker Rule, if supervised and enforced stringently, it can influence banks to sell riskier assets and off-balance sheet items, making them smaller. The main reason that the F.D.I.C. has taken the lead on the leverage ratio is because now under Dodd-Frank, if a large, internationally active bank were about to fail, the F.D.I.C. is charged with the responsibility of putting that bank through the newly established Orderly Liquidation Authority mechanism and helping its resolution.

While the F.D.I.C. is extremely experienced in resolving insolvent banks, it has never resolved a bank larger than Continental Illinois National Bank and Trust Company, which declared bankruptcy in 1984. That bank’s resolution remains the largest in American history. Unlike today’s banks, many which are over $250 billion in assets across hundreds of different domestic and foreign entities, Continental Illinois was mostly a domestic bank of about $40 billion in assets.

The proposed F.D.I.C. leverage is higher than the 3 percent that the Basel Committee recently finalized for its 27 country members. With the Basel announcement immediately came cries from banking lobbies that the higher proposed leverage ratio in the United States would put them at a competitive disadvantage.

Given the significant weakness of most European banks and the fact that even large banks from emerging banks are still a small presence in the United States, this oft repeated competitive disadvantage argument should not derail efforts to improve banks’ low, capital levels. Main Street continues to feel that what really puts the United States at a competitive disadvantage are the detrimental and far reaching effects of bank influenced, if not induced, boom and bust cycles.

It is high time that we lead globally by example in having a healthier banking sector.



Why the Bank Leverage Ratio Is Important

Mayra Rodríguez Valladares is managing principal at MRV Associates, a New York-based capital markets and financial regulatory consulting and training firm. She is also a faculty member at Financial Markets World.

In speaking about the leverage ratio, an extremely important bank capital requirement, Thomas Hoenig,vice chairman of the Federal Deposit Insurance Corporation, said: “I think we’ve got the details worked out. Now it’s just getting the schedule.”

His comments on Monday at a National Association for Business Economics conference are the biggest hint that United States banking regulators have finalized and will soon announce a proposed leverage ratio for banks that was released for comment last July.

The Federal Deposit Insurance Corporation has proposed the ratio at 5 percent for bank holding companies and 6 percent for insured bank depositories, Most important, only high quality capital such as common equity and retained earnings would count for the numerator.

While the United States has long had a leverage ratio of 4 percent, the denominator covered only on-balance sheet assets; the new leverage ratio’s denominator would cover all assets and off-balance sheet transactions such as derivatives. For banks like JPMorgan Chase, which have about $2 trillion in assets but $70 trillion in notional amount of off-balance sheet derivatives, the impact of the new leverage ratio will be significant.

Given that American banks tend to be extremely leveraged, and certainly far more than non-financial companies, financial lobbying groups have fought passionately against the leverage ratio. Like other financial reform advocates, I have long awaited the leverage ratio. It is extremely important, because it could serve as a backstop for the existing Basel III risk-weighted asset capital framework that presently exists.

In calculating risk-weighted assets, banks that meet a significant number of requirements can receive permission from their bank regulator to use what is called an advanced international ratings-based approach. This method allows banks to use their own data and models to determine risk factors like probability of default of assets or counterparties and extent of loss severity when there is a default. Risk-weighted assets are an extremely important component of how capital requirements are determined for banks.

As I have seen in over a decade of working with banks and regulators globally, allowing banks to use their own models to derive the risk inputs, leads to great flexibility in these risk-weighted assets. The Basel Committee on Banking Supervision’s own studies last year proved that there is tremendous variability in the risk weighted assets of United States, European and Asian banks even when banks have similar portfolios.

Not only is there no transparency in how banks come up with their risk inputs, worse yet, this variability, or what many fear might be data manipulation, means that banks end up with very different levels of capital, which may or may not be sufficient to help them sustain unexpected losses.

The leverage ratio is also important, because like the Volcker Rule, if supervised and enforced stringently, it can influence banks to sell riskier assets and off-balance sheet items, making them smaller. The main reason that the F.D.I.C. has taken the lead on the leverage ratio is because now under Dodd-Frank, if a large, internationally active bank were about to fail, the F.D.I.C. is charged with the responsibility of putting that bank through the newly established Orderly Liquidation Authority mechanism and helping its resolution.

While the F.D.I.C. is extremely experienced in resolving insolvent banks, it has never resolved a bank larger than Continental Illinois National Bank and Trust Company, which declared bankruptcy in 1984. That bank’s resolution remains the largest in American history. Unlike today’s banks, many which are over $250 billion in assets across hundreds of different domestic and foreign entities, Continental Illinois was mostly a domestic bank of about $40 billion in assets.

The proposed F.D.I.C. leverage is higher than the 3 percent that the Basel Committee recently finalized for its 27 country members. With the Basel announcement immediately came cries from banking lobbies that the higher proposed leverage ratio in the United States would put them at a competitive disadvantage.

Given the significant weakness of most European banks and the fact that even large banks from emerging banks are still a small presence in the United States, this oft repeated competitive disadvantage argument should not derail efforts to improve banks’ low, capital levels. Main Street continues to feel that what really puts the United States at a competitive disadvantage are the detrimental and far reaching effects of bank influenced, if not induced, boom and bust cycles.

It is high time that we lead globally by example in having a healthier banking sector.



The Best of the Week’s eBay Barbs

Carl C. Icahn and eBay executives might not be debating on CNBC anytime soon, but the verbal war between the activist investor and the e-commerce behemoth intensified this week all the same.

Here’s a handy rundown of the best barbs from each side.

Mr. Icahn, who owns about 2 percent of the company’s shares and has called for a spinoff of PayPal, led things off first this week. The longtime corporate gadfly published a series of public letters assailing eBay’s board, and in particular two directors, the investor Marc Andreessen and Intuit’s chairman, Scott Cook, for compromising the tech company’s corporate governance with conflicts of interest.

Mr. Andreessen’s firm has invested in a number of startups that compete with PayPal, and Andreessen Horowitz, as the venture capital shop is known, was part of the investor group that bought control of Skype in 2009, a deal that Mr. Icahn has argued deprived eBay shareholders of a bigger payout.

Meanwhile, Mr. Cook’s company is increasingly moving into payment processing, moving Intuit into a head-on collision with PayPal, at least according to the activist investor.

This week, Mr. Icahn wrote no fewer than four public letters appealing to his fellow shareholders. From the first:

How is it possible for the current board to engage in any meaningful discussions about long-term stockholder value while: (1) at least two board members are directly competing with eBay, (2) one board member is demanding eBay cease hiring the most talented employees, (3) another board member is routinely funding competitors while buying companies from eBay and reaping significant personal riches, (4) at least two board members appear to have put their own financial gain in ongoing conflict with their fiduciary responsibilities to stockholders and (5) the C.E.O. seems to be completely asleep or, even worse, either naive or willfully blind to these grave lapses of accountability and stockholder value destruction?

Mr. Icahn added to his literary assaults. In his third letter, he lobbed what was probably his most quotable barb:

In our opinion, having Mr. Cook on the board while planning PayPal’s future is akin to having Pete Carroll, coach of the Seattle Seahawks, sitting in when the Denver Broncos were constructing their game plan for the Super Bowl (then again, maybe he did).

He also challenged eBay to a televised debate on CNBC, an invitation that the company has so far declined. That said, it has mounted a defense all the same.

Pierre Omidyar, a co-founder of PayPal and eBay’s chairman, offered a public defense on behalf of the company:

Instead of having an honest discussion about a reasonable question, Mr. Icahn has chosen to attack the integrity of two highly respected and qualified board members, Scott Cook and Marc Andreessen. He also has attacked the integrity of our CEO John Donahoe.

Mr. Icahn’s attacks are false and misleading.

In an interview with The Wall Street Journal, Mr. Andreessen declined to directly respond to Mr. Icahn’s imprecations, but he insisted that he followed the rules of good corporate governance. From The Journal’s article:

“If I’m on a public board and that public company is looking at buying a company in a certain space and one of my startups is in that space, I will not be part of that conversation,” Mr. Andreessen said. “This has been established over decades of corporate governance and there’s nothing unique to tech about it.”

And here’s what Peter Thiel, a co-founder of PayPal, had to say at a tech conference on Thursday, according to Forbes:

Asked if he thought PayPal, where he was a cofounder, should be spun off from eBay as activist investor Carl Icahn has called for, Thiel said he suspects “this is not the right time for the companies to be split up, but there will be a lot of time to revisit it.”

But he made it clear he’s no fan of Icahn. “I’m viscerally against Carl Icahn because I think value gets created over a long period,” not through sudden moves. “I strongly believe he’s the wrong person” to be deciding eBay’s fate, he said.



A Purpose Beyond Profit

For years, I’ve listened to chief executives of large companies pay dutiful lip service to concepts like corporate social responsibility, investing in the communities they operate in, treating employees as their most precious asset and living their values. Mostly, it comes off as so much canned public posturing â€" boxes to be checked off, rather than any sort of deep commitment.

My favorite example is from the vision statement of the once-mighty Enron Corporation: “We treat others as we would like to be treated ourselves,” it declared. “We do not tolerate abusive or disrespectful treatment. Ruthlessness, callousness and arrogance don’t belong here.” And what were its top values? “Respect, Integrity, Communication and Excellence.”

Seriously?

But compare that with the pledge made in 2010 by Unilever and its chief executive, Paul Polman: “We are making sustainable living a driver of everything we do,” the company said. With these words, Unilever made specific commitments, including to sustainably source 100 percent of its agricultural raw materials and to make hand washing a habit for 1 billion people around the globe â€" both goals to be achieved by 2020, with regular progress reports along the way.

Over the past 15 years, I’ve spent much of my time working with and listening to executives at large companies. In the past year, something palpable has begun to change. It’s still more nascent than tectonic, but the shift feels unmistakable. At the risk of overstating it, I want to call it an awakening â€" an awakening to a larger perspective and a bigger view of the role these companies play in the world.

Last week, I heard John Mackey, co-chief executive of Whole Foods, get up in front of 900 of his leaders and say that the company’s noble mission should be to change the way the world eats, with the goal of eliminating killers like cancer and heart disease that are so influenced by our diets.

Mr. Mackey went on to describe the range of ways in which the company is trying to bring healthy practices to its own employees, including paying for 400 of them a year to attend a weeklong retreat intended to improve their health. Whole Foods also gives employees financial incentives to score well on biometric assessments of their health, and it recently opened its first medical and wellness clinic, where employees can receive primary medical care at no cost, along with health coaching. In the stores themselves, Whole Foods recently instituted a rating system to identify the healthiest foods for customers.

Mr. Mackey is a pioneer in thinking about the role that companies and their chief executives ought to play beyond the bottom line. But he’s got more and more fellow travelers. I first met Mr. Mackey a year ago at a conference organized by Conscious Capitalism, the organization he co-founded. One of its core tenets is that every business needs a higher purpose that includes, but goes beyond, making money. A second is that companies have an obligation not just to create value for their shareholders but for all stakeholders, including employees, vendors, communities and even the planet. A third tenet is that leaders themselves ought to be guided by their own higher purpose.

More than 180 chief executives attended the “Conscious Capitalism C.E.O. Summit” last fall. Speakers at the most recent event included the chief executives of companies like Hyatt Hotels, Home Depot and Panera Bread. Organizers expect well over 200 chief executives this year.

It’s easy to be cynical about the motives of leaders who profess a purpose beyond profit and a desire to take better care of their varied constituencies, but I find myself feeling hopeful. At the most practical level, doing so is a form of enlightened self-interest. The evidence grows, for example, that when companies invest in better meeting the needs of their employees â€" including health and wellness, feeling valued, and serving a purpose beyond their own self-interest â€" the results show up at the bottom line.

A 2012 survey of 60,000 employees at 50 companies around the world, conducted by the consulting firm Towers Watson, found that the organizations that invested most in the sustainability of their employees generated nearly three times the operating margins of those who invested the least.

Higher consciousness, as treacly a phrase as it is, simply means the capacity to be conscious of more and to exclude less. Conscious capitalism recognizes a wider world and a longer view. Conscious leaders have the courage and the vision to see that we live on a planet in peril, that we’re all in this together and that extending our circle of care ultimately pays the highest dividend.

About the Author

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



Back to Basics on Corporate Apologies

Lawrence S. Spiegel is a partner in the government enforcement and white-collar crime group of Skadden, Arps, Slate, Meagher & Flom in New York and general counsel of the firm.

The news media has observed that an epidemic of corporate apologies is upon us. Apology Watch and other trackers now chronicle our society’s mea culpas almost daily. So have corporate apologies become so commonplace that they are entirely ineffective?

Those who ponder corporate intent most commonly think yes, based on the claim that frequency is a hallmark of insincerity. In other words, if everyone is apologizing, no one must mean it. As further support â€" and drawing on a theme popularized by Shakespeare in “Henry VI” â€" those doubting the effectiveness of corporate apologies blame the involvement of lawyers for this rash of “insincere” apologies. Many argue that a heartfelt apologist would eschew legal counsel in favor of a spontaneous expression of remorse and advocate a moratorium on these flawed corporate expressions of remorse.

The issue of whether lawyer-crafted corporate apologies have actually increased in number or simply been magnified by the news media to feed a populist maxim regarding malicious intent is irrelevant because neither the frequency of such apologies nor the involvement of legal counsel provides meaningful insight into an apology’s value. Ultimately, the effectiveness of a corporate apology will be assessed on a micro level, where the meaningful metric is whether it satisfies those aggrieved by the corporate action â€" or inaction, in some cases â€" at issue. The acceptance of an apology could provide significant dividends to a company by strengthening its brand, reinforcing important corporate cultural principles and providing momentum for a company to undertake meaningful remedial measures.

However, members of an allegedly afflicted group could range from those truly injured to those who are merely opportunistic. While this makes it difficult to satisfy everyone, the substance, tone and proposed remedial actions encompassed in a corporate apology â€" and whether the statement actually redresses the alleged harm â€" is critical to its effectiveness.

A few weeks ago, Dov Seidman issued a call to action by outlining five essential characteristics of an authentic apology that should be put into play. Within that context, I would reinforce:

  • Be precise about to whom and for what you are apologizing. An apology is unsatisfying when it leaves its audience speculating about the true facts, nature and extent of the harm. Precision and accuracy in identifying what happened and who is affected are crucial. If necessary, a company should state that it is continuing to investigate to understand fully the situation and ensure appropriate remedial efforts are undertaken. The alternative of constantly changing explanations in the form of multiple statements can undermine the effectiveness of the apology and lead to the perception that the company is not in control of, nor does it take seriously, the issue at hand.
  • Forgo the knee-jerk apology in favor of a meaningful one. Anticipating liability, a company must be mindful of how it describes its conduct and consequences so it does not become the apologist for unrelated ills and misfortunes. But careful balance is needed to avoid the perception of a disclaimer-laden apology. Take time to understand what you are apologizing for.
  • Outline your organization’s next steps and reiterate core values. An effective apology will demonstrate action to reverse harm caused by the improper conduct. A failure to address remedial measures may leave the impression of a lack of meaningful consideration of the underlying conduct and its consequences.
  • Be honest and direct in your tone. An apology that appears to be reflexive and lacking in substance, and which seeks to divert attention from the conduct at issue, will be robbed of its effectiveness. Instead, address forthrightly the stakeholders and their reasonable concerns.

During a time when our society is most skeptical of the corporate apology, let us take a turn back to the basics. It is simple: keep your clients’ and shareholders’ best interests at heart and provide real information and solutions. With the above considerations in mind, we can restore the faith and good will engendered in a sincere and purposeful apology.



A Scorecard on Jos. A. Bank’s Latest Moves

“I wish I knew how to quit you.”

Perhaps that may be a bit overstated, but those words from “Brokeback Mountain” come to mind to describe the latest back and forth between Men’s Wearhouse and Jos. A. Bank Clothiers.

On Thursday, Jos. A. Bank announced that its board had unanimously rejected the latest offer from Men’s Wearhouse of $63.50 a share.

The rejection was no surprise. Jos. A. Bank made its choice to purchase the clothing retailer Eddie Bauer, and, despite once making a bid for Men’s Wearhouse, seems to have inexplicably run cold on a combination of the two men’s suit retailers.

But what was perhaps a bit more surprising was that Jos. A. Bank laid out the parameters for future talks with Men’s Wearhouse over a deal.

Jos. A. Bank didn’t really have a choice, though. Given statements from Men’s Wearhouse that it would consider bidding more than $63.50 a share if it were given the chance to do more due diligence on Jos. A. Bank, Jos. A. Bank’s board was forced to speak to Men’s Wearhouse. Otherwise, Jos. A. Bank would be seen as more interested in entrenching itself than in discussing all opportunities to get the best deal for Jos. A. Bank’s shareholders.

But Jos. A. Bank was careful to try to control the future course of any negotiations in its news release offering to talk. The company also went out of its way to note that it had “made no determination” to sell the company. This statement was directly aimed at keeping in place a “just say no” defense, justifying its refusal to sell to Men’s Wearhouse.

The company was also careful to note that while it would provide nonpublic information to Men’s Wearhouse, the sharing would come with conditions. Jos A. Bank stated that “we will need to understand what measures Men’s Wearhouse will agree to in order to eliminate the risk to Jos. A. Bank and its shareholders that the F.T.C. would prevent a transaction between Jos. A. Bank and Men’s Wearhouse from closing.” In other words, if Men’s Wearhouse wants to move forward with a deal, it will have to explain how it would obtain antitrust clearance from the Federal Trade Commission.

This is a real issue, since the commission is already conducting an in-depth investigation of this transaction. In other words, Jos. A. Bank is saying that it wants to hear what Men’s Wearhouse is going to do in terms of concessions as well as any fee it may be willing to pay if regulators halt the deal. This could be a significant stumbling point in any negotiations because the two are not only in the same business â€" men’s suits â€" but are also two of the main players in the tuxedo rental business. The regulators are likely to be looking for some form of concessions.

In addition, Jos. A. Bank is looking to set the tenor of any negotiation with Men’s Wearhouse by providing a draft of a potential merger agreement.

All of this is an attempt by Jos. A. Bank to continue to control the process while giving it grounds for an out, if it so chooses. By speaking to Men’s Wearhouse. Jos. A. Bank can show that it is acting in good faith. At the same time, we will see if the parties can not only come to an accommodation on price, but also the consideration offered (that is, cash or Men’s Wearhouse stock) and whether they can move past the antitrust issues.

Looming in the background is the suit that Men’s Wearhouse has filed against Jos. A. Bank in Delaware. There is a March 25 hearing on the suit. This is a sideshow more than anything. The case is about whether Jos. A. Bank’s planned $825 million purchase of Eddie Bauer is well considered and a reasonable response to the Men’s Wearhouse bid. It is not about whether Jos. A. Bank should accept the Men’s Wearhouse offer.

Delaware law is rather liberal here in giving boards discretion. So if the Eddie Bauer acquisition was carefully considered, it is unlikely to be challenged. In other words, unless its advisers failed to properly run the process for the board’s consideration of the Eddie Bauer purchase, the Delaware courts will not interfere. Even then, if the court were to do the unusual and strike down the Eddie Bauer acquisition, Jos. A. Bank is under no obligation to accept the Men’s Wearhouse offer.

This litigation is simply intended to keep the heat on Jos. A. Bank and allow Men’s Wearhouse to depose Jos. A. Bank’s executives about why they are not accepting the new offer.

The real action is thus in whether Men’s Wearhouse will now raise it bid, and, if it does, if Jos. A. Bank is going demand a pound of flesh to secure antitrust approval. It’s an odd state of affairs that Men’s Wearhouse is even paying a premium for a combination that makes so much sense.

Nevertheless, if Jos. A. Bank is pursuing a strategy to maximize value from Men’s Wearhouse, it seems to be on track. But if it has really had a change of heart and wants to resist a bid at all costs, the antitrust issues are where the board will find a reason to reject the Men’s Wearhouse deal.

But then again, almost everyone else on Wall Street thinks there should be a deal between the two. They may even be right.



A Maelstrom of Fraud Without Early Warning

Not for the first time, Citigroup has stepped into a mess - and by extension besmirched the financial industry. Not that Citigroup committed a crime, or colluded to set foreign exchange rates or Libor prices, say. Rather, the bank is the victim of fraud in Mexico that could cost it much as $400 million. The problem is that the lender has been cheated out of the cash in one of the most basic businesses in banking. That should worry Citigroup’s rivals, too.

Citigroup’s latest slip emerges from the usually sleepy world of accounts receivable. This is the unit that makes short-term loans while clients wait for money owed to them by other companies to arrive. In this case, by the end of 2013, Citigroup thought it had lent Oceanografia, a Mexican oil-services firm, $585 million to cover any shortfalls while it waited for the state oil company Pemex to pay some bills.

So far, so boring. It turns out, however, that a person or persons at Oceanografia falsified a whole swath of invoices to make it look as if Pemex owed them money. Employees at Banamex, Citigroup’s Mexican subsidiary, signed off on them. Citigroup, with Pemex’s help, has now worked out that only $185 million of the invoices were valid.

What’s surprising is that Banamex did not seem to suspect anything was amiss. The bank was alerted to the fraud on Feb. 11 only after Mexico banned Oceanografia from receiving new government contracts for 21 months as a result of a corruption investigation.

Fraud is a risk all companies will face forever. The size of this con and the absence of any internal red flags make it particularly notable and raise important questions. For instance, are Citigroup’s risk-management processes in this plain-vanilla business up to snuff? It was a related transaction services-type business at JPMorgan that allowed Bernard Madoff to dupe investors for years. JPMorgan wound up paying $2.6 billion to settle government investigations.

Michael Corbat, the normally mild-mannered chief executive of Citigroup, used unusually strong language in a press release, calling the fraud a “despicable crime” and promising anyone found to have aided or abetted the con, including by lax oversight, will be held “equally responsible.” Tough words are fine after the fact. Ensuring such wrongdoings are flagged earlier would be preferable.


Antony Currie is an associate editor at Reuters Breakingviews. For more independent commentary and analysis, visit breakingviews.com.



Apollo Chief Questions Effort to Limit Banks’ Exposure to Buyout Deals


Leon D. Black, the head of Apollo Global Management, questioned the wisdom of a regulatory effort to limit the ability of banks to finance risky buyout deals.

Mr. Black, speaking at a conference in Manhattan on Friday, said that regulators instructing banks to avoid providing financing above a certain level of debt were “micromanaging.” While Mr. Black said that the crackdown would not affect Apollo, due to the lower leverage it uses, he said it was “a bit concerning to have a blanket number” for debt in such deals.

“To have a blanket number like that is micromanaging too much,” he said, interviewed on stage at an event in Manhattan organized by the private equity and venture capital club of Columbia Business School.

According to news reports, the Federal Reserve and the Office of the Comptroller of the Currency have been pushing banks to comply with guidelines limiting their ability to back debt-heavy takeovers, and some banks are reported to have turned down some of these financing opportunities.

A spokeswoman for the comptroller of the currency did not immediately provide a response to Mr. Black’s remarks. The Fed declined to comment.

Mr. Black’s comments were part of a conversation that ranged widely, touching on recent deals and the outlook for private equity. Mr. Black offered some insight into his firm’s strategy in buying the parent company of Chuck E. Cheese last month, and also recounted Apollo’s deal for parts of Hostess Brands last year. While the Hostess deal was an unusual opportunity to rehabilitate brands like Twinkies and Ding Dongs after bankruptcy, Chuck E. Cheese is merely in need of some fresh thinking, he said.

With its combination of casual food and arcade-style entertainment, Chuck E. Cheese fits with the particular expertise of Apollo, which until recently owned the Hardee’s restaurant chain and currently owns Great Wolf Resorts, a water park company, Mr. Black said, characterizing Chuck E. Cheese as “kind of a combination” of those two. Apollo paid $1.3 billion to buy the chain’s parent.

While Mr. Black is known for his abilities in distressed investments, Chuck E. Cheese does not fit in that category, he said. Instead, Apollo will try to make the company more efficient.

“They open early in the morning, and there’s practically no business until lunch,” Mr. Black said. “The pricing was the same in towns in Kansas as they were in New York City.”

Mr. Black, whose firm took advantage of soaring stock markets to sell billions of dollars worth of investments last year, returning piles of money to its investors, also discussed the big picture for his firm. In private equity, he said, Apollo is “about as big as we can be.”

“The challenge, I think, will be to stay best in class,” Mr. Black added.

Apollo’s credit businesses, meanwhile, are its fastest-growing segment, Mr. Black said. He said the credit funds were focusing especially on illiquid investments, including collateralized loan obligations, mortgage-backed securities, ship financing, aircraft leasing, life settlements and non-performing loans in Europe.

On the topic of regulators, Mr. Black said that “some” of the regulations introduced since the financial crisis make sense.

“There shouldn’t have been leverage at 30 times among the investment banks,” he said. “But I worry when regulators and politicians put numbers on banks on a blanket basis across all industries.”

When it came to Chuck E. Cheese, Mr. Black did not approach that deal from a position of personal familiarity with the chain’s offerings.

Asked whether he had sampled the Chuck E. Cheese fare â€" which includes pizza, wings and sandwiches â€" Mr. Black said he had not.

“But many in my group at Apollo have, especially those with younger children,” he said. “Mine are all grown.”

But he added: “I’ve eaten many Twinkies, unfortunately. Too many.”



GrubHub Files for an I.P.O.


GrubHub is already well known to the masses of office workers who rely on the company’s online food ordering services. Now it is hoping that investors are just as eager for what on its plate.

The company published a prospectus for its initial public offering on Friday, revealing the financial performance of divisions like Seamless and its namesake delivery service.

In the document, GrubHub said it was seeking to raise $100 million, a preliminary figure meant to calculate a filing fee. But it will most likely seek more, based on what it hopes will be continued growth.

The company reported $137.1 million in revenue last year, a jump of nearly 67 percent from the prior year. Its profit numbers, at least using generally accepted accounting principles, were a little less impressive, having fallen 24 percent last year to $5.7 million.

Using adjusted earnings before interest, taxes, depreciation and amortization â€" which strips out a number of accounting costs â€" provides a different picture. That figure more than doubled over the prior year, to $38.1 million in 2013.

And using a number of, shall we say, unique metrics showed that GrubHub was still growing rapidly. The company claimed 3.4 million active diners last year, up 243 percent from the prior year (though that is largely a function of the merger of GrubHub and Seamless last summer).

“Daily average grubs,” a cute name for revenue-generating orders divided by the number of days in a given reporting period, rose 74 percent to 107.9 million. According to the prospectus, the figure is important because it reflects how often customers order food from GrubHub services.

GrubHub plans to list itself on the New York Stock Exchange under the ticker symbol “GRUB.” Its offering is being led by Citigroup and Morgan Stanley.



Five Years Later, an Over-the-Top Wall Street Blog Returns

Like many in the fall of 2008, Amit Chatwani was done. Lehman Brothers had collapsed, the government had bailed out the American International Group, and the financial system was in chaos.

It was not the best time for Mr. Chatwani to continue writing his blog, Leveraged Sell-Out , a parody of the musings of young Wall Street bankers. And so, on Oct. 16, 2008, Leveraged Sell-Out went dark.

In his last post, “Remember the Titans,” Mr. Chatwani wrote, “Teach your children about the days when even uttering the name Morgan Stanley made college students faint. Read them the pre-2008 league tables, and make your sons and daughters memorize them alongside the ones for multiplication. Do whatever it takes to keep the legend of Wall Street as it was truly intended live on.”

Now, after more than five years, the blog is back.

The blog before the financial crisis was about many things â€" money, women, New York. But at it’s core, it was about a kind of self-aware elitism. By the fall of 2008, the blog was generating 225,000 unique page views a month, according to a New York Times article.

In its new form, the blog’s stories are set in Silicon Valley rather than on Wall Street, but characters still reflect that elitist “banker bro” attitude.

Mr. Chatwani confirmed on Thursday night that he was the author of the recent posts, the first of which appeared without fanfare on Jan. 9 of this year. He published a second piece a month later, on Feb. 11. “I was just inspired to do it again,” he said by phone from San Francisco, where he now lives.

From Mr. Chatwani’s perspective, the decision to stop writing in 2008 was not rooted in the financial system’s collapse; he says he was just ready to move on and try something else. He was intentionally vague about what he was doing in New York from 2008 until a year ago, when he moved to the West Coast (“I was writing this 800-word blog post, getting ready to post it,” he said, referring to the Jan. 9 story).

But in some ways, his last five years, and his blog, seem to follow the arc of his generation â€" finished with Wall Street, on to Silicon Valley. “The tech culture has just been inspiring in a way that it wasn’t before,” he said. “Seeing the movement of people out here and seeing the attitude that was brought to it,” he said, trailing off.

Mr. Chatwani started Leveraged Sell-Out in the fall of 2005 shortly after graduating from Princeton. He had gotten a job with the consulting division of a technology company and was was sharing an apartment in TriBeCa with four investment banker friends from college. More bankers lived in the apartment upstairs.

The blog evolved naturally from the short parodies he would write that were loosely based on his friends’ conversations, many of which centered on their bonuses. “Everybody kind of knows when they’re getting a bit carried away,” he said, “and it’s fun to point those things out.” By 2007, Bloomberg Businessweek was calling him, or at least the investment banker persona he had created, “The Borat of Wall Street.”.

One of Mr. Chatwani’s posts, “A Night in the Life,” was written in the form of a letter to Bloomberg Businessweek correcting a (real) article titled “Jammin’ Like Crazy at Goldman.” In no uncertain terms, “Logan,” the author of the letter, takes issue with the real article’s description of life as an investment banker.

“The young gunner you selected to write this article appears to have attended one ‘Indiana University.’ I’m not entirely certain where or what exactly this is, but I do know that it is most definitely not a member of the Ivy League,” he writes.

Mr. Chatwani leveraged his blogging success into a book deal. But the book, “Damn, It Feels Good to be a Banker And Other Baller Things You Only Get to Say If You Work on Wall Street,” published by Hyperion, had the unfortunate timing to come out in August 2008 (right before the depths of the financial crisis, when it did not feel so good to be a banker).

The book is a satirical how-to guide, whose back cover says its fictional author is a “24-year-old financier, groomed at Princeton University and a Bulge Bracket Bank, now pressing his advantage at the nation’s most prestigious private equity firm.”

Since 2008, the blog had not been taken down but there had been no posts, no books, no musings. The last time Mr. Chatwani published anything on the blog was before Barack Obama was elected president.

Then, on Jan. 9, Mr. Chatwani, who is now 31, quietly returned to Leveraged Sell-Out, posting a piece called “The Founder Hounder,” about a new kind of woman who aggressively pursues successful venture capitalists. On Feb. 11, he posted “The Book of Graham,” which again riffed on the technology start-up scene.

In a way, the selection, and the blog itself, connects the worlds before and after the financial crisis, with an appropriate gap that reflects those years of uncertainty.

As for what’s in store, Mr. Chatwani said he planned to post again in a couple weeks. He’ll continue posting until things erupt again. He says he’ll stick to stories about venture capitalism. He’s writing another book. He might write about Wall Street again, he said, but only to compare it to Silicon Valley.



Paper Warns of Exodus From Emerging Market Bond Funds

Low interest rates have incited a craze for risky bonds in fast-growing economies, and few fund companies have been more adept in meeting this demand than Pimco, the world’s largest bond manager.

Over the past four years, Pimco’s flagship emerging market local currency fund grew to more than $12 billion from $1.5 billion  as investors, desperate for high-yielding exposure to Brazil, Mexico, Russia and Turkey, showered the fund with cash.

Now, with investors yanking their money out of this and other emerging market bond funds, economists and regulators fear that the result could be a system-rattling “bond market tantrum,” as across the board selling by market heavyweights such as Pimco prompt others to follow suit.

In a paper that will be presented on Friday at a conference in Manhattan,  four influential economists with roots in Wall Street, academia and the Federal Reserve will warn that regulators have to date done little to prepare for such an outcome.

The paper will be discussed by a panel that includes Narayana Kocherlakota,  president of the Federal Reserve Bank of Minneapolis, and Jeremy C. Stein, a governor at the Fed.

“Its the size of these inflows that is unprecedented,” said Hyun Song Shin, a financial economist at Princeton and the incoming head of research at the Bank for International Settlements, the policy and banking outfit based in Basel, Switzerland, that caters to global central banks. “Because the Fed’s policy has been maintained for so long, the pile of firewood has grown to a very large size.”

The notion that a bond market tantrum, if it lasts long enough, can lead to a broader economic crisis that reaches beyond its original locus is not without precedent.

For example, the debt crisis in the euro zone got its start when bond investors began selling Greek government bonds. Before long, Greece, Ireland and Portugal were getting bailed out and viability of the euro was being called into question.

This dynamic was the subject of an influential paper  by the economist Paul de Grauwe, one that many say inspired Mario Draghi, the president of the European Central Bank, to stare the bond vigilantes down by promising to do whatever it takes to guarantee stability in the euro zone.

Whether an investor retreat from these markets starts a brush fire, as was the case last summer and earlier this year, or a wider conflagration remains to be seen. Indeed, there are those who say that the fairly muted effect of the recent emerging market hiccups is proof that the investor exodus need not become a cataclysmic event.

To date, investors have pulled out close to $40 billion from emerging market funds, according to fund tracker EPFR â€" a figure that is fast approaching the $51 billion that left these markets last year. Some of the most pronounced outflows have come from local currency bond funds, which absorbed significant amounts of hot money during the liquidity boom.

During a period when the Turkish Lira, the Brazilian real and the Mexican peso were increasing in value â€" in line with surging economic growth â€" these local currency funds invested in high-yielding government and corporate bonds and became the most popular funds for those seeking a maximum return.

Other debt funds sprouted up as well to meet investor demand, including corporate and hybrid offerings.

“The category has grown very quickly,” said  Michelle Canavan Ward, a mutual fund analyst with Morningstar in Chicago. “Five years ago, there were 30 funds managing less than $10 billion, and now you have 90 funds overseeing $75 billion.”

As currencies like the real and the lira have begun to wobble, the rush for the exit has become all the more hurried. For example, in the past six months, Pimco’s local bond fund has lost about $1.5 billion, reducing its size to $10.7 billion. In the past two months alone, the fund has lost $900 million.

Pimco did not immediately respond to a request for comment.

What worries Mr. Shin and his co-authors is that this selling begets more of the same. Long-term investors, who in theory should act as a counterweight during such periods of panic by buying when others sell, are doing the opposite and heading for safer shores along with the rest of the market.

This fear of “being the last one into a trade” could possibly “set off a race among investors to join a sell-off in a race to avoid being left behind,” the authors of the paper conclude.

In an earlier study, Mr. Shin warned that the most worrying outcome of such a bond market fit would be a credit crisis that could materialize in countries like China, Brazil and Turkey, where private sector borrowing has been most advanced.

Growth in these economies is already slowing down, and Brazil, a charter member of the BRIC club of high-growth nations, may well see economic growth of below 2 percent this year. As investors pull money out of these funds, forcing fund managers to sell Brazilian, Mexican and Chinese bonds, interest rates will shoot up and default rates will increase in number.

In fact, in Pimco’s emerging market corporate bond fund, a more recent offering from the asset manager that has also undergone rapid growth, several companies have either defaulted on their debts or are close to doing so.

They include the Brazilian energy company OGX and the Mexican home builder Hipocetaria su Casita, which are already bankrupt, and the Mongolian Mining Corporation, the coal miner whose bonds have plummeted as it struggles to make its debt payments.

As Mr. Shin and his co-authors point out, there is no regulatory mechanism in place that could, if needed, step in to address such a situation. No doubt, the International Monetary Fund would get involved, but addressing a market panic reaching from Rio de Janeiro to Beijing would be the most complex of tasks.

The solution, they argue, is fairly straightforward: The Fed must remain vigilant in resisting pleas to halt its policy of tapering bond purchases.

“We must stay the course,” Mr. Shin said. “And we should expect choppy market conditions.”

 



Fortress Discloses a Paper Loss on Bitcoin

The Fortress Investment Group has reported a paper loss of $3.7 million from investments in Bitcoin, the first large public company to disclose a stake in the volatile virtual currency.

Fortress said it bought $20 million worth of Bitcoin in 2013, according to a filing with the Securities and Exchange Commission on Thursday.

As of Dec. 31, that stake was worth less than $17 million.

Executives at Fortress have expressed interest in Bitcoin for months, but it has been unclear just how the company might be involved with it.

Ripple Labs, a budding online Bitcoin payment system, has previously disclosed investment from Pantera Capital, which includes money from executives at Fortress.

The Fortress filing did not detail the exact nature of its virtual currency investment in its filing on Thursday, and a spokesman for Fortress could not be immediately reached for comment.

Bitcoin, which exists only as computer code, has thus far circumvented the traditional financial system. That has posed a challenge for regulators, which now face increased pressure in the wake of the collapse of Mt. Gox, one of the earliest and at one point largest Bitcoin exchanges.

Fortress’s investment in Bitcoin represents a tiny fraction of the firm’s nearly $70 billion under management. But its stake could encourage interest in an industry that has not yet gained a foothold with Wall Street or the general economy.

“This makes it more legitimate for the hedge funds to buy, and easier, and provide the path for any other public company to report it,” said Gil Luria, a managing director at Wedbush Securities. “Now there’s a bleuprint for how to go through reporting ownership of Bitcoin in a public S.E.C. filing.”

Banks have largely shied away from Bitcoin because of its volatility and lack of regulation. That has fueled Bitcoin’s instability, and the price has fluctuated wildly since the currency was introduced in 2009.

But venture capital firms and other established entrepreneurs have begun to back new Bitcoin companies with more sophisticated infrastructure and technology. That’s fueled some hopes that Bitcoin could gain more of a foothold in the mainstream.

“I think the question now is whether they’re going to market this as a product to their investors,” Mr. Luria said of Fortress’s investment. “I think that would be the next step I would expect from them.”



Riverbed Rejects Updated Elliott Takeover Bid

Riverbed Technology rejected the latest takeover proposal from the hedge fund Elliott Management on Friday, calling the $3.3 billion offer too low.

The move was disclosed just three days after Elliott raised its takeover bid to $21 a share from $19. While Elliott said it would like to own Riverbed, which makes networking equipment, it has explicitly and repeatedly contended that other potential buyers are waiting in the wings.

But Riverbed said in a brief statement on Friday that the new bid was not in the best interests of shareholders, adding that it will review “any credible offer” that it receives.

In a response, the hedge fund called Riverbed’s board entrenched and unwilling to entertain any takeover bids.

“Riverbed’s board has again failed shareholders,” Elliott said in its statement. “By rejecting our offer of $21 per share without so much as a discussion, and by refusing to grant Elliott and other interested buyers access to diligence, Riverbed’s board has clearly chosen entrenchment over shareholder value.”

While Elliott chose not to press other forms of attack, like running a slate of board candidates, it was offered the opportunity to “consult” on the selection of one director, according to a person briefed on the matter.

The board spot was almost certainly the one that belongs to Satya Nadella, the new Microsoft chief executive, who announced on Friday that he would give up his director seat.

Riverbed is being advised by Goldman Sachs and the law firm Wilson Sonsini Goodrich & Rosati.



Mattel Agrees to Buy Maker of Mega Bloks, a Lego Rival

With “The Lego Movie” a box office smash, the toy maker Mattel is getting in on the craze for plastic bricks.

Mattel said on Friday that it had agreed to buy Mega Brands, a smaller company based in Montreal that sells plastic construction bricks and arts and crafts sets. The deal has an enterprise value, a measure that includes debt, of $460 million.

The price, 17.75 Canadian dollars ($15.96) a share, represents a 32 percent premium to the 30-day volume-weighted average price of Mega Brands shares as of Wednesday, the companies said. Mattel, which is based in El Segundo, Calif., plans to finance the deal through a mix of new debt and cash on hand.

For Mattel, the maker of Barbie and Hot Wheels., the deal allows it to expand into two toy categories that are growing quickly. The company has already dipped a toe into plastic bricks, teaming up with Mega Brands in 2012 to make a Barbie construction set.

Mega Brands has had success with its popular Mega Bloks toys, but it lacks the dominance of its Danish rival Lego. The deal could help it grow internationally. (Here is a handy chart comparing Mega Bloks with Lego.)

With “The Lego Movie” topping the North American box office for three weekends in a row, the companies may sense an opportunity to promote Mega Bloks overseas.

“The construction play pattern is popular, universal and has had one of the fastest growth rates over the past three years,” Bryan G. Stockton, Mattel’s chairman and chief executive, said in a statement. “We look forward to helping Mega Brands accelerate its global growth.”

Shareholders representing about 39 percent of the stock of Mega Brands have agreed to support the deal, the companies said. The board of Mega Brands has also approved it.

Mega Brands had estimated net sales of $405 million for its 2013 fiscal year. The company has about 1,700 employees in 17 countries.

“Mattel is the ideal partner to take our brands to the next level,” Marc Bertrand, the president and chief executive of Mega Brands, said in a statement.

Mattel was advised by RBC Capital Markets and the law firms Latham & Watkins and McCarthy Tétrault in Canada. Mega Brands was advised by Rothschild and the law firm of Osler, Hoskin & Harcourt.



Citigroup Revises Earnings on Fraud in Mexico

Citigroup said on Friday that it was revising its results for the fourth quarter and 2013 after it discovered fraud at a subsidiary in Mexico.

The company said in a statement that it lent $585 million through Banco Nacional de Mexico, or Banamex, to Oceanografia, a Mexican oil services company, through an accounts receivable financing program. Oceanografia has been a chief supplier to Pemex, the Mexican state-owned oil company.

Citigroup later discovered that Oceanografia had been suspended by the government from winning new contracts and began reviewing the financing program.

Based on that review, Citigroup estimated that only $185 million of the $585 million of accounts receivables owed to Banamex were valid at the end of the year, the bank said in its statement.

As a result, Citigroup said it would book an estimated $235 million after-tax charge against its earnings, reducing net income for 2013 to $13.7 billion from $13.9 billion.

“Although our inquiry into this fraud is continuing, we have been responding forcefully over the past week by assessing the overall exposure to Citi, coordinating with law enforcement, pursuing recovery of the misappropriated funds, and seeking accountability for anyone involved,” Michael L. Corbat, the chief executive of Citigroup, said in the statement.

“We are exploring our legal options and coordinating with law enforcement agencies in Mexico,” he added.



The Demise of Mt. Gox

MT. GOX FILES FOR BANKRUPTCY  |  As feared, Mt. Gox, the troubled exchange for the virtual currency Bitcoin, filed for bankruptcy protection on Friday and said that it might have lost 750,000 of its customers’ coins in a hacking attack, Hiroko Tabuchi writes in DealBook. The Tokyo-based exchange halted trading earlier this week.

Mt. Gox’s bankruptcy, which is similar to Chapter 11 in the United States, means that a bankruptcy supervisor will be expected to develop a restructuring plan and will be responsible for handling any payment of claim distributions to its creditors. The exchange has liabilities of 6.5 billion yen, or $64 million, compared with total assets of 3.84 billion yen, the company said. It has 127,000 creditors.

JOS. A. BANK REJECTS MEN’S WEARHOUSE BID  |  For what seems like the billionth time, Jos. A. Bank and Men’s Wearhouse are at odds. In what is just the latest development in the continuing battle between the two men’s retailers, Jos. A. Bank said on Thursday that its board had rejected Men’s Wearhouse’s newest takeover offer, worth nearly $1.8 billion. But in a twist, Jos. A. Bank said it was willing to meet to try to agree on a higher price, Michael J. de la Merced writes in DealBook.

It all seems to blend together these days, so here’s a high-level recap: Jos. A. Bank made an unsolicited and ultimately failed bid to buy Men’s Wearhouse, its larger rival, months ago. Soon after, Men’s Wearhouse went hostile with its own takeover offer.

Then earlier this month, Jos. A. Bank announced plans to buy Eddie Bauer for $825 million, which, not surprisingly, frustrated Men’s Wearhouse, which then raised its takeover bid to $63.50 from $57.50. Somewhere, someday, the retail gods may smile â€" Jos. A. Bank’s willingness to open talks certainly seems like a good sign â€" but for now, alas, the battle rages on.

OCWEN EMPIRE UNDER FIRE  |  William C. Erbey, the chairman of the mortgage servicing giant Ocwen Financial, has been called smart, brilliant and clever by his peers. But these days, regulators aren’t so sure. Ocwen, they say, may be mishandling some of the mortgages it now services. And just this week, they raised questions about potential conflicts of interest between Ocwen and four other publicly traded companies where Mr. Erbey is chairman. In effect, Mr. Erbey’s enterprise “has become a complex financial services group, but without the regulatory scrutiny that a bank must face,” Michael Corkery and Peter Eavis write in DealBook.

Critics say the relationship between these five companies has led to concern that shareholders from some of the companies are benefiting at the expense of shareholders of the other companies, but Mr. Erbey denies these claims. The company says the recent regulatory scrutiny has obscured the company’s relative success at modifying mortgages. “I feel good about what we do, and we make a lot of money doing it,” Mr. Erbey said.

Investors are also concerned. For struggling homeowners, Ocwen steps in and can modify loans to make them more affordable. But investors say they are taking unnecessary losses when Ocwen modifies these loans, Peter Eavis writes in DealBook. And here arises a conundrum.

“The firm may in fact be more efficient, and more supportive of homeowners, than its rivals. As the regulators lean on Ocwen, it may hamper its ability to grow, leaving more servicing in the hands of large banks, which were criticized for the way they handled the torrent of foreclosures after the financial crisis,” Mr. Eavis writes, adding, “at the same time, however, the investors’ concerns cannot be ignored. They may be less likely to put money behind mortgages if they fear that companies like Ocwen won’t properly represent their interests.”

THE POLAR VORTEX MAY BE SLOWING DOWN THE ECONOMY  |  Two weeks ago, a snowstorm forced Janet L. Yellen, the chairwoman of the Federal Reserve, to postpone testifying before the Senate Banking Committee. But the hearing may not have been the weather’s only victim. During the hearing, which was finally held on Thursday, Ms. Yellen said that cold weather had contributed to the recent run of disappointing economic data, but that the Fed had not been able to determine whether the harsh winter across the eastern half of the nation completely explained the slowdown, Binyamin Appelbaum writes in The New York Times.

“What we need to do and will be doing in the weeks ahead is trying to get a firmer handle on exactly how much of that soft data can be explained by weather and what portion, if any, is due to a softer outlook,” Ms. Yellen told the Senate Banking Committee. The comments were a shift from Ms. Yellen’s testimony two weeks ago before the House Financial Services Committee, Mr. Appelbaum writes. But she did not change her description of the Fed’s plans, saying it probably would keep reducing its monthly purchases of Treasury and mortgage-backed securities.

Thus far, the Fed has stayed the course on tapering because it has concluded that job growth is increasing and the economy is improving. But Ms. Yellen also said that Fed officials were looking on a broader range of economic indicators to shape their policy, providing the first public hint from a Fed official of any misgivings about that trajectory.

ON THE AGENDA  |  The second estimate of fourth-quarter G.D.P. is released at 8:30 a.m. January’s pending home sales index is out at 10 a.m. Richard W. Fisher, the president of the Dallas Fed, speaks at 5 a.m. in Zurich, Switzerland. Four regional Fed presidents sit on panels in New York â€" Jeremy C. Stein, a Fed governor, and Narayana Kocherlakota, the president of the Minneapolis Fed, take the mike at 10:30 a.m. Charles L. Evans, the president of the Chicago Fed, and Charles I. Plosser, the president of the Philadelphia Fed, are on at 1:30 p.m. James Bullard, the president of the St. Louis Fed, is on CNBC at 7 a.m. Neel Kashkari, who oversaw the Treasury Department’s Troubled Asset Relief Program and is running for governor of California, is on Bloomberg TV at 1 p.m.

REGULATOR PURSUES THIRD PERSON IN LIBOR CASE  |  The Financial Conduct Authority on Thursday issued a warning against an third unidentified individual at an unidentified bank on allegations that the person colluded with another trader in an attempt to influence the London interbank offer rate, or Libor. “If that sounds vague, it is because the authority cannot identify them or their firm, but it has to give a warning within three years of the start of an investigation,” Jenny Anderson writes in DealBook.

The latest charges come amid a continuing global investigation into various interest rate benchmarks, not to be confused with the wide-ranging inquiry examining the possible rigging of foreign exchange rates. Britain’s Serious Fraud and the United States Department of Justice also have investigations under way.

KEVIN ROOSE STOPS BY ‘THE DAILY SHOW’  |  Kevin Roose, the author of “Young Money,” appeared on Thursday night on “The Daily Show with Jon Stewart” to discuss his new book. Watch the full interview here. The show also featured a segment on the collapse of the Bitcoin exchange Mt. Gox, followed by one on Credit Suisse’s role in helping American clients hide billions in assets from United States tax authorities. Looks as if someone may have been reading DealBook.

Mergers & Acquisitions »

Patton Boggs in Early Merger Talks With Squire Sanders  |  The possible combination of the two law firms comes as Patton Boggs is trying to navigate changes in the legal industry since the 2008 financial crisis.
DealBook »

Versace Agrees to Sell Stake to BlackstoneVersace Agrees to Sell Stake to Blackstone  |  Versace became the latest luxury label to be successfully courted by a Wall Street investor, confirming that it had agreed to sell a 20 percent stake to the Blackstone Group in a deal that values the company at nearly $1.4 billion.
DealBook »

PayPal Has the Maturity to Go Out on Its OwnPayPal Has the Maturity to Go Out on Its Own  |  The activist investor Carl Icahn has a point when he says that splitting eBay in two would make investors about 15 percent richer, Robert Cyran writes for Reuters Breakingviews.
Reuters Breakingviews »

Hulu Sells Japanese Business  |  Hulu announced in a blog post that it was selling its Japanese operation to Nippon TV, ReCode writes. The terms of the deal were not disclosed.
RECODE

3M Is Said to Seek Buyers for Electronics Business  |  3M, whose products include Scotch tape and orthodontic braces, is said to be seeking buyers for part of its electronics business, The Wall Street Journal reports, citing unidentified people familiar with the situation.
WALL STREET JOURNAL

INVESTMENT BANKING »

A JPMorgan Co-Head of Debt Capital Markets to Take a New RoleA JPMorgan Co-Head of Debt Capital Markets to Take a New Role  |  One of JPMorgan Chase’s heads of debt capital markets, Andrew O’Brien, will take on a broader new role overseeing lending activity across the investment bank, the firm announced in an internal memo on Thursday.
DealBook »

Wells Fargo to Cut 700 Jobs From Mortgage Business  |  Wells Fargo is planning to cut 700 more jobs from its mortgage unit as demand for buying and refinancing property continues to fade, Bloomberg News writes. The bank eliminated 250 jobs in January and may make further cuts in the coming months.
BLOOMBERG NEWS

Bailed-Out Royal Bank of Scotland Sees Years of LossesBailed-Out Royal Bank of Scotland Sees Years of Losses  |  After posting losses for the past six years â€" including a worse-than-expected loss of 8.2 billion pounds, or $13.7 billion, for 2013 â€" R.B.S. said it could be another three to five years before it returns to profit and rebuilds trust among its customers.
DealBook »

Taxing Big Banks May Not Be the Solution  |  Perhaps the greatest danger of a bank tax like the one proposed by Representative Dave Camp of Michigan “is that it could steal momentum from setting new capital requirements and taking other steps that would actually make the financial system more resilient,” Bloomberg View writes.
BLOOMBERG VIEW

PRIVATE EQUITY »

For Carlyle’s Founders, a $750 Million PaydayFor Carlyle’s Founders, a $750 Million Payday  |  The 2013 earnings, a mix of investment profits, dividends and base salary, underscore the success of Carlyle, which took advantage of buoyant stock markets last year and reaped big gains from selling its investments.
DealBook »

Berkshire in Advanced Talks to Buy Catalina Marketing  |  The private equity firm Berkshire Partners is in the last stage of negotiations to buy the Catalina Marketing Corporation, which offers personalized digital shopping for consumers, from the private equity firm Hellman & Friedman in a deal expected to be valued at $2 billion, Reuters reports, citing unidentified people familiar with the situation.
REUTERS

SeaWorld Questions Ethics of ‘Blackfish’ Investigator  |  SeaWorld Entertainment, which the Blackstone Group took public last year, has come under fire after a documentary criticized its practice of holding whales in captivity. Now, the company is firing back, The New York Times writes.
NEW YORK TIMES

HEDGE FUNDS »

PepsiCo Tells Activist Investor Its Answer Is Still NoPepsiCo Tells Activist Investor Its Answer Is Still No  |  For a second time, PepsiCo told the activist investor Nelson Peltz that it opposes his proposal for the company to spin off its North American beverage business and keep its snack food business.
DealBook »

Loeb Plans a Proxy Fight at Sotheby’sLoeb Plans a Proxy Fight at Sotheby’s  |  Daniel S. Loeb’s hedge fund, Third Point, is seeking three seats on the board of Sotheby’s, stepping up a battle between the auction house and one of its most vocal investors.
DealBook »

Loeb Sees Opportunity in Market Fluctuation  |  Daniel S. Loeb, the billionaire manager of the hedge fund Third Point, said he expected increased market volatility this year, which would provide opportunities to add to his portfolio, Bloomberg News reports.
BLOOMBERG NEWS

Man Group Announces $115 Million Share Buyback  |  Shares of the Man Group, the world’s largest publicly traded hedge fund, rose the most in more than three years after the fund announced a $115 million stock buyback and said clients added money to its funds for the second straight quarter, Bloomberg News writes.
BLOOMBERG NEWS

I.P.O./OFFERINGS »

Chinese Auction House Raises $331 Million in Hong Kong I.P.O.  |  The offering by Poly Culture bolsters the prospects of the company’s auction business in the world’s fastest-growing art market and allows it to expand its cinema, theater and performance hall operations.
DealBook »

HubSpot Preparing for I.P.O.  |  HubSpot, an online marketing software company, is working with Morgan Stanley on a potential deal for its initial public offering, The Wall Street Journal writes, citing unidentified people familiar with the situation. The company is expected to go public this year.
WALL STREET JOURNAL

Saudi Arabia to List Biggest Bank  |  Saudi Arabia’s finance minister announced that the country planned to float a 15 percent stake in National Commercial Bank, Saudi Arabia’s biggest bank by assets, The Financial Times writes. Much of the initial public offering is expected to be reserved for locals at a marked-down price, as is customary in the Gulf.
FINANCIAL TIMES

SoftBank’s Investment in Alibaba May Turn Into a BurdenSoftBank’s Investment in Alibaba May Turn Into a Burden  |  For now, SoftBank, through its stake in Alibaba, is one of the few ways for public investors to gain exposure to the Chinese e-commerce giant. But that advantage will disappear when Alibaba goes public, writes Una Galani of Reuters Breakingviews.
DealBook »

VENTURE CAPITAL »

Start-Up That Analyzes Twitter for Wall Street Raises Financing  |  Eagle Alpha has raised $1.5 million in financing to expand in a growing field of sifting through social media and the web to glean information on stocks.
DealBook »

Institutional Venture Partners Opens San Francisco Office  |  Institutional Venture Partners is opening a new office in San Francisco, a move that reflects increasing venture capital investment there compared with Silicon Valley, The Wall Street Journal writes.
WALL STREET JOURNAL

LEGAL/REGULATORY »

Joseph Dear, Calpers Investment Chief, Dies at 62Joseph Dear, Calpers Investment Chief, Dies at 62  |  Mr. Dear, the chief investment officer of the California Public Employees’ Retirement System, restored the pension fund to health after the financial crisis.
DealBook »

Another Lesson From the Fed’s Crisis Transcripts  |  The release of the transcripts of the Federal Open Market Committee meetings offers an opportunity to look at how analysis of the government decision-making process is changing, writes David Zaring in an Another View column.
DealBook »

Fed Faced Curse of Unanimity During Crisis  |  The Federal Reserve’s failures in 2008 may have been rooted in cultural handicaps including a homogeneous group of decision makers and a distaste for disagreements, Binyamin Appelbaum writes in the Economix blog.
NEW YORK TIMES ECONOMIX

A Dire Economic Forecast Based on New Assumptions  |  This year’s economic forecasts from the Congressional Budget Office were worse than last year’s because the office stopped treating the recent slow years as outliers, Floyd Norris writes in the High & Low Finance column.
NEW YORK TIMES

A World Tour for Restructuring EnthusiastsA World Tour for Restructuring Enthusiasts  |  There’s something for everyone now in the world of restructuring and bankruptcy, including bailouts, bond deals and looming Chapter 11 filings, Stephen J. Lubben writes in the In Debt column.
DealBook »