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Foreign Investors in Russia Vital to Sanctions Debate

As the United States and Europe move to punish Russia for its conduct in Ukraine and Crimea with official sanctions, a subtle approach could prove more powerful: pressuring large global investors to reduce their sizable holdings in Russia.

Since central banks began injecting enormous amounts of cash into the worldwide economy in 2009, more than a quarter of a trillion dollars has flowed into the coffers of Russia Inc., part of a broad push by yield-hungry investors into emerging markets.

Most has found its way to companies controlled by the state. Gazprom, the Russian energy giant at the heart of the evolving dispute with the West, counts the American mutual fund giants Pimco and BlackRock among its largest investors and creditors.

But some analysts and economists are pushing for an end to this easy money, a move that would choke off critical funds.

Officials are not likely to take such a major step soon â€" or ever. Governments are loath to interfere with the free flow of capital; the Obama administration has urged caution in pushing measures that might upset fragile markets. And institutions, with a penchant for profit, generally do not like such restrictions.

Mutual funds and other institutions may, however, feel pressure behind the scenes. As issues of sovereign and corporate governance come into focus, financial specialists note that investors could take it upon themselves to reassess or reduce their exposure.

“I think you will begin to see some pressure put on institutional investors to take a more careful look at their Russian investments,” said Eswar S. Prasad, an economist at Cornell who has written books about how emerging economies function within the global financial system. “But this is uncharted territory: The cost of these actions becomes unpredictable given Russia’s size and importance.”

The money at stake is significant. Russia, along with large emerging economies like China and Brazil, has been a prime beneficiary of a global bond market frenzy stemming from aggressive bond-buying programs of global central banks.

Over the last four years, big investors have sunk $325 billion into stocks and bonds issued by Russian companies and the country’s government, according to the research firm Thomson Reuters. Of that, $235 billion has been directed toward corporate borrowings by the likes of Gazprom and state-owned banks like Sberbank.

Demand has been so strong that Pimco, the world’s largest bond manager, introduced a socially responsible emerging market bond fund in 2010. According to its prospectus, the fund looks to invest in companies that are reducing governance risks. It also reserves the right to steer clear of the bonds of countries that are listed at the bottom of the World Bank’s corruption indicator or are subject to sanctions by the United Nations.

Russia appears to fit those parameters. According to the World Bank, the country’s score in its corruption index for 2012 was 16, just ahead of countries like Azerbaijan and Rwanda. And U.N. sanctions, at least, seem far off.

The question is whether the changing geopolitical situation will alter the calculus. Gazprom, for one, functions more or less as an arm of the Russian government.

Russia is a significant focus for the fund. As of the end of 2013, Russian corporate and government bonds accounted for 31 percent of the fund’s $292 million in assets, nearly three times the weight in its benchmark, a JPMorgan emerging-market bond index.

Pimco declined to comment.

Investors broadly have remained sanguine about Russia, even though problems in the emerging markets began cropping up last summer. The exposure that sophisticated investors had to Russia has been largely unchanged over the last year at around $86 billion, according to Evestment, which tracks institutional investment flows.

But some are starting to sound the alarm. John-Paul Smith, an equity strategist at Deutsche Bank in London, is among the most vocal.

In 2011, Mr. Smith published a report that criticized the heavy hand deployed by the Kremlin when it came to using the energy giant Gazprom and government-controlled banks such as Sberbank, one of the largest banks in Europe, to further its policy aims. No other government in emerging markets engaged in as much corporate meddling as Russia did, he said.

Last week, he went one step further, saying that Russia, in light of its continued governance failures and the Ukraine situation, should be removed from the global equity indexes that investors closely track.

In a world where billions of dollars flow automatically into countries and companies based on their size in an investment index, such a move would have a stark effect, prompting investors to sell and removing a crucial source of funding for Russia’s top companies. Billions of dollars are in index and exchange-traded funds that, by mandate, must follow specific country weightings.

For example, Russia’s weighting in the MSCI emerging-markets index, a widely used benchmark, is 4.9 percent, just behind larger markets such as China, Korea and Brazil. That means a global investor whose performance is measured against this index is encouraged to invest at least this amount in Russia.

Bond market investors face even more pressure to invest in Russia. As of the end of last year, JPMorgan Chase’s emerging market corporate bond index had a 7.6 percent weighting for Russia, the largest for any country in the index.

“We need to bring governance risk into the equation,” said Mr. Smith, who argues that given their large size, Russian companies attract large sums of money from less-than-sophisticated equity investors.

“Gazprom and Sberbank are being used to further Russia’s geopolitical objectives,” he added. “These are just not suitable investments.”



Hedge Fund Spars With a Nameless Blogger

Who was the leaker?

That is what David Einhorn, the outspoken hedge fund manager, wanted to know after one of his firm’s investments was disclosed by an anonymous blogger last year.

Mr. Einhorn was so irate about the leak of his investment â€" a stake in Micron Technology â€" that he has gone to court in hopes of unmasking the blogger.

In a legal motion that has quietly attracted attention from various corners of Wall Street, Mr. Einhorn’s firm, Greenlight Capital, asked a court to force Seeking Alpha â€" the website that published the anonymous blog post â€" to identify the writer by name so that, as the firm argued in its legal brief, it “can sue the pseudonymous poster under his or her real name.”

Judge Carol R. Edmead of New York State Supreme Court had ordered representatives of Seeking Alpha to appear in court on Tuesday to explain why she should not grant Greenlight’s motion, but that hearing has been postponed until April 1.

The case could be a watershed for both the reporting of financial news using anonymous sources, and perhaps more important, the increasing trend of confidential information being posted anonymously on social media like Twitter and the comment sections of established news websites.

Leaks to the media are a well-worn tradition on Wall Street. Yet rarely do firms go after the leakers â€" or the media outlets that published the leaked information â€" in court. It is not necessarily a criminal violation to leak confidential information, but it may be a civil violation if an individual breached a fiduciary duty or breached a specific agreement to keep certain information private.

Journalists have traditionally been protected by state shield laws or other court protections that allow them to publish confidential information without disclosing the identity of their sources. Even when courts do get involved, many journalists are willing to go to jail rather than comply with judges’ orders.

But what happens when the source of the information bypasses journalists or news organizations and goes directly to the public through an anonymous blog or social media. Are those individuals protected by a journalistic privilege? What if their motives go beyond mere reporting? And are courts willing to appear to limit freedom of speech rights to intervene in what is largely a commercial matter?

While some lawyers suggest this is a First Amendment case, others say its import is in protecting trade secrets. “Laws prohibiting trade-secret misappropriation by definition restrict speech,” Eric W. Ostroff, a commercial litigation and trade secret lawyer with Meland Russin & Budwick, wrote on his on blog. “Allowing someone to hide behind an online pseudonym could render these laws ineffective.”

The author of the article disclosing Mr. Einhorn’s investment in Micron is not a journalist. The anonymous person blogs under the moniker “Valuable Insights” and is described as an “analyst and fund manager with almost 20 years’ investment experience.” The blogger also indicated that he owned shares of Micron, raising questions about possible market manipulation.

Mr. Einhorn contended in the petition that “the only persons who lawfully possessed information regarding Greenlight’s position in Micron were persons with a contractual, fiduciary or other duty to maintain the confidentiality of Greenlight’s position: Greenlight’s employees, counsel, prime and executing brokers and other agents.”

The number of people who could have been privy to Mr. Einhorn’s investment in Micron are many: his employees, his outside lawyers, and army of bankers and traders who helped him build the investment position.On Nov. 14, just after 9:30 a.m., Valuable Insights, using the stock symbol for Micron, published a short note, the equivalent of a long Twitter post, that said: “Expect one mega hedge fund rock star to show up as $MU holder today, not Ackman, Icahn or Loeb …” After a reader speculated it was Mr. Einhorn, Valuable Insights replied: “You heard it here first.”

Shares of Micron jumped on the news that Mr. Einhorn was amassing a position. Mr. Einhorn argues that the surge in Micron’s shares made it more expensive to buy them.

As it happens, on that same day, Mr. Einhorn was preparing a filing with the Securities and Exchange Commission seeking “confidential treatment” of the stake in Micron so that the firm would not have to publicly disclose it in its 13F filing, which details a firm’s investment stakes from the previous quarter. He filed it later the same day.

Several weeks later, Mr. Einhorn disclosed the position himself at a Robin Hood event in which investors made contributions to charity to hear investment ideas from hedge fund managers like Mr. Einhorn.

Mr. Einhorn is petitioning the court to force Seeking Alpha, which has several hundred bloggers who are industry insiders, many of whom publish articles and comments anonymously, to disclose the identity of Valuable Insights. Seeking Alpha, which is based in Tel Aviv, has not responded to the petition. A spokesman based in New York declined to comment, as did a spokesman for Mr. Einhorn.

In an industry whose lifeblood is information, this case underscores the struggle between secrecy and transparency.

If Mr. Einhorn were to prevail, the case could have a chilling effect on the free flow of information to traditional news outlets.

But the result could force Seeking Alpha, which traffics in financial rumors and speculation for more than two million registered users, and other sites like it to change their practices, preventing anonymous contributions.

And Mr. Einhorn, a longtime champion of transparency when he singles out companies and other market participants, may find himself at the center of a tricky balancing act.

Andrew Ross Sorkin is the editor at large of DealBook. Twitter: @andrewrsorkin



Bond Insurer Files Suit Against Detroit in Setback for Bankruptcy Plan

A bond insurer on Monday struck a blow against Detroit’s proposal to exit bankruptcy, arguing in a new lawsuit that Detroit’s approach would illegally discriminate against the city’s third-biggest group of creditors â€" the investors who provided $1.4 billion for its workers’ pensions nearly a decade ago.

Those investors bought “certificates of participation,” which were the first securities Detroit defaulted on as it prepared to file for bankruptcy last summer. The city now contends that the 2005 borrowing was a “sham transaction” and is proposing to give the investors who bought into it one of the lowest recovery rates in its bankruptcy.

The insurer, the Financial Guaranty Insurance Company, said in its lawsuit that Detroit “seeks to turn a crooked eye to history.” It said the city had benefited greatly from the transaction but was now pretending to be “the innocent victim of fraud perpetrated on a grand scale.”

The new lawsuit could have far-reaching consequences. It might lead to a bigger recovery for the investors who hold the certificates and smaller losses for Financial Guaranty and another insurer, Syncora, which insured them. But it might also lead to a fight to claw back the $1.4 billion from the city pension system, which would throw a wrench into Detroit’s efforts to cushion its workers and retirees from some of the pain as it attempts to resolve its outsized debts.

The retirees, current and future, make up Detroit’s biggest and second-biggest unsecured creditors, first as participants in the city’s retiree health plan, which is entirely unfunded, and second as participants of its pension plan, which is partly funded. (They are secured creditors to the extent the benefits are funded.) Although they are in the same general creditor class as the insurers, they stand to receive significantly better recoveries under Detroit’s proposal to exit bankruptcy, called the plan of adjustment.

“The city’s opportunism and revisionist history have broad repercussions, not the least of which being the impact on the funded status of the city’s retirement systems,” Financial Guaranty said in its suit. It said the municipal pension system would “be subject to claims of unjust enrichment” if Detroit pursued its plan of debt adjustment unchanged.

“This, in turn, raises significant questions about the city’s future, including the feasibility of its existing, proposed Chapter 9 plan,” the insurer said.

The suit, filed in United States Bankruptcy Court for the Eastern District of Michigan, responds primarily to a lawsuit that Detroit itself filed in late January, when it first argued that its 2005 pension transaction was a sham. Detroit said that it already had as much debt as it was legally allowed to carry in 2005 and therefore structured the borrowing in a needlessly complicated way to circumvent the ceiling. Detroit added that it embarked on the transaction “at the prompting of investment banks that would profit handsomely from the transaction.”

In its suit, Detroit argued that the borrowing should be considered “void ab initio,” meaning it should be treated as if it never happened, and that none of the obligations it created are enforceable.

When it issued its plan of adjustment, Detroit built upon the idea that the 2005 transaction was null and void: It said that the investors who bought the certificates of participation had no valid claim in the bankruptcy. But to bring about a settlement more quickly, Detroit said it was willing to accept 40 percent of the certificate holders’ claims if they would vote in favor of the overall plan of adjustment. If Detroit is able to persuade one impaired creditor to vote in favor of its plan of adjustment, it can try to have the judge overseeing the case, Steven W. Rhodes of United States Bankruptcy Court for the Eastern District of Michigan, impose the plan on everybody else.

Financial Guaranty’s lawsuit challenges the notion that the 2005 borrowing was illegal. The insurer says that it was concerned about Detroit’s total indebtedness when it was first approached to insure the certificates, so it sought legal opinions from the city, the city’s financial advisers and even the state government. All of them told the insurer that the transaction was legal, binding and enforceable and that it would not put Detroit in violation of its legal debt limit.

Financial Guaranty is asking Judge Rhodes to dismiss Detroit’s case against the 2005 transaction and to bar Detroit from contending that the 2005 debt was invalid and does not have to be repaid. It also says its bankruptcy claim should be honored in full.

Moreover, Financial Guaranty argues that if Judge Rhodes disagrees and ultimately finds that the 2005 borrowing was illegal, then he should also issue a ruling that Detroit fraudulently induced the insurer to issue a policy and that Detroit and its pension system were unjustly enriched.

“The retirement systems should disgorge all amounts or benefits that they received as a result of the pension funding transactions,” the lawsuit said. It says the money should be used to make restitution to all of the certificate holders and insurers.

In addition to the certificates of participation, the borrowing gave rise to some derivatives contracts, called interest-rate swaps, but Detroit has continued to pay those, even though it has defaulted on the related debt certificates. Its counterparties on the swaps are UBS and Bank of America.

The swap contracts are written in a way that makes them almost impossible to terminate without paying large fees to the counterparties. Detroit has already made several proposals to pay its way out of the swaps, but its initial proposals â€" first to pay the banks about $230 million, and then $165 million â€" were rejected by Judge Rhodes. He said that was too much money for a bankrupt city to pay.

In rejecting Detroit’s proposal to pay the two banks $165 million, Judge Rhodes said that Detroit had a habit of coming to hasty financial decisions that cost its residents too much, and ordered the city and the banks to go back and negotiate a lower termination fee. He also said he had doubts about the legality of the 2005 transaction, and thought that if Detroit were to sue, its lawsuit might succeed.

Although Judge Rhodes did not give the city specific instructions for such a lawsuit, the city soon filed one, apparently for use as leverage in its negotiations with the two banks.

Detroit and the two banks have agreed on a new total swap termination fee of about $85 million. The banks have also said they would vote in favor of Detroit’s overall plan of adjustment if those terms are approved. They are now waiting to see whether Judge Rhodes accepts this approach.



A Tribute to a California Pension Fund’s Guiding Hand

They were the power couple of California’s pension assets. But their romance was largely a secret, even at the time of their wedding more than a year ago.

On Monday, however, one half of this couple, Anne Sheehan, the director of corporate governance at the California State Teachers’ Retirement System, the second-biggest public pension fund in the United States, stood behind a lectern to eulogize her husband, Joseph Dear, who died of prostate cancer last month at the age of 62.

Mr. Dear was the chief investment officer of the California Public Employees’ Retirement System, known as Calpers, which is the biggest public pension fund in the nation. He worked in Sacramento; she in the neighboring city of West Sacramento. What they shared was a willingness to wield their influence to shake up corporate America.

In her tribute, delivered in a drab auditorium before the start of a Calpers board meeting, Ms. Sheehan opened a small window into her relationship with her deceased husband.

“Joe used to joke that he came to Calpers looking for a challenge, and succeeded beyond his wildest expectations,” Ms. Sheehan said.

Mr. Dear started at Calpers in March 2009, when the pension fund had been badly wounded in the financial crisis. His prescription â€" relatively risky investments in private equity and hedge funds â€" drew controversy at the time, but it helped restore the fund’s assets to above their level before the crisis.

Though a government employee, Mr. Dear was a powerful figure in the world of Wall Street money management. He used his influence to negotiate lower fees from private equity firms that wanted his business, furthering a trend across the industry.

Ms. Sheehan, for her part, has taken on powerful companies whose governance she sees as lacking. In 2012, when Facebook was preparing to go public, she sent a letter to Mark Zuckerberg, the chief executive, expressing her disappointment that the company’s board of directors included not a single woman.

Months later, Facebook named Sheryl Sandberg, its chief operating officer, to its board.

For a time, Mr. Dear referred to Ms. Sheehan as his “friend Anne,” according to his daughter from an earlier marriage, Annie. It was during a June 2009 trip to Paris that his daughter learned Mr. Dear had stronger feelings for the corporate governance official across town.

“I knew something was different when my dad ordered a bottle of wine for the table â€" expensive wine, not his usual microbrew,” his daughter said during the memorial on Monday.

The couple was married in late 2012, according to the trade publication Pensions & Investments. Tellingly, the article breaking the news of their union was published in May 2013. It noted that many of their colleagues “don’t even know the couple recently tied the knot.”

On Monday, Mr. Dear’s son, Ben, encouraged listeners to follow his father’s example. “Honor him by striving for your own path, and not the path you perceive will please others,” he said.

Ms. Sheehan, the last one to speak, choked up as she read passages from Mr. Dear’s notebook. In one example, Mr. Dear, preparing for a media interview about his new job at Calpers, described his passion for investing public money.

“This probably sounds too serious, perhaps a bit pretentious,” Ms. Sheehan read, quoting Mr. Dear. “But it is me.”



American Express to Sell Half of Its Business Travel Arm for $900 Million

American Express said on Monday that it had sold half of its business travel unit to a group of investors that includes the government of Qatar and the money management giant BlackRock for $900 million.

The deal completes an effort begun last year by American Express to trim its exposure to corporate travel, a business that has declined amid cost-cutting efforts around the country. Instead of relying on agencies, corporate employees are increasingly being asked to make their own arrangements.

That trend has hit the company hard. Last year, it announced plans to lay off 5,400 employees in the travel business.

Under the terms of the deal announced on Monday, American Express will sell half of the division to the consortium led by Certares, an investment firm led by a former executive at JPMorgan Chase. Its partners include the Qatar Investment Authority, BlackRock and Macquarie Capital.

American Express’s consumer travel business is not part of the transaction.

American Express, which described the transaction as one of the biggest in the travel management sector, said that it planned to use proceeds from the deal to reinvest in its corporate travel business, including in new technology like mobile services.

“The joint venture reflects our continued commitment to the travel business through a new structure with an outstanding group of investors and the resources to grow the business and provide additional value to our corporate customers,” Kenneth I. Chenault, the company’s chairman and chief executive, said in a statement.

Bill Glenn, who led American Express’s global commercial services unit, will be chief executive of the joint venture.

American Express was advised by UBS, Lazard and the law firm Cleary Gottlieb Steen & Hamilton.



Vodafone-Ono Deal a Big Win for Team of Deal Makers in London

LONDON - The Vodafone-Ono marriage featured many of the investment bank names one would expect in a deal worth about $10 billion.

Morgan Stanley was lead financial adviser for Vodafone; Ono’s lead financial adviser was Deutsche Bank. Bank of America Merrill Lynch, UBS and JPMorgan Chase were “co-advisers” to Ono.

However, one name stuck out among the rest: the boutique advisory firm Robertson Robey Associates, which advised Vodafone’s board of directors on the deal.

The firm features three star deal makers who have struck out on their own in London: Simon Robey, a former senior Morgan Stanley banker; Simon Robertson, deputy chairman of HSBC and a longtime banker; and Simon Warshaw, the former co-head of investment banking at UBS.

Mr. Robertson, the former chairman of the Rolls-Royce Group, left Goldman Sachs in 2005 to start his own advisory firm. Mr. Robey teamed up with Mr. Robertson at the beginning of last year after he left Morgan Stanley as co-chairman of global mergers and acquisitions.

Mr. Warshaw joined the pair in the fall, less than a month after he played a lead role at UBS in Vodafone’s $130 billion deal to sell its stake in Verizon Wireless in the United States to Verizon Communications.

The Vodafone-Verizon deal was one of the largest in history and likely played a role in Robertson Robey being enlisted to advise Vodafone’s board.



Judge in Germany Dismisses Hedge Fund Suit Against Porsche Holding


FRANKFURT â€" The former holding company for the automaker Porsche won a victory Monday in its long-running legal battle with a group of aggrieved hedge funds, after a judge in Stuttgart dismissed a suit seeking damages over events leading up to its unsuccessful attempt to acquire Volkswagen.

A group of 23 hedge funds had been seeking 1.36 billion euros, or $1.89 billion, in damages from Porsche Holding over what the funds said were misleading statements made by company executives before the attempt in 2008 to acquire Volkswagen. Volkswagen eventually agreed in 2012 to acquire all of Porsche after discussions began in 2009.

The decision was the latest in a series of court victories by Porsche Holding against hedge funds that lost billions betting against Volkswagen shares. Among the hedge funds is Greenlight Capital, whose president, David Einhorn, is a prominent short-seller and critic of corporate behavior. A spokesman for Mr. Einhorn declined to comment.

The decision on Monday is hardly the end of the courtroom battle on two continents that followed Porsche’s audacious bid to take over its much larger cousin. Numerous court proceedings remain open in several German courts as well as the United States.

“This is an important stage victory,” Porsche Holding said in a statement.

Carola Wittig, a judge in the state court in Stuttgart, ruled that Porsche managers had not committed misconduct when they denied plans to try to take over Volkswagen in early 2008, only to initiate just such an acquisition bid in October of the same year.

Companies do not have a right to lie to shareholders, Judge Wittig ruled, but Porsche was not obligated in early 2008 to disclose its intention to acquire VW shares or its purchase of options on VW stock. “It was hardly possible to react to public speculation about a takeover of VW except with a denial,” the Stuttgart court said in a statement explaining the decision.

Porsche Holding, the target of the lawsuit, no longer has direct operative control over Porsche auto production. But it is the largest shareholder in Volkswagen, with just over half the voting shares and 32 percent of the total equity in the carmaker, Europe’s largest.

The four-person supervisory board of Porsche Holding includes Martin Winterkorn, the chief executive of Volkswagen, and Matthias Müller, chief executive of the Porsche unit.

The histories of Porsche and Volkswagen have long been intertwined. Ferdinand Porsche designed the original Volkswagen Beetle in the 1930s, and in subsequent years the sports car maker and its larger cousin often cooperated closely on development and production of vehicles. Ferdinand Piëch, the chairman of the Volkswagen supervisory board, is a grandson of Ferdinand Porsche.

Porsche Holding has already won a favorable ruling in federal court in the United States, which some of the hedge funds are appealing. Legal proceedings related to the takeover attempt remain open in courts in Braunschweig, Germany, as well as Hannover and Frankfurt.



Haste Clouds Long-Term Effort on Mortgage Fraud

A report issued by the Justice Department’s inspector general, Michael E. Horowitz, underscores the danger of extolling short-term results when it comes to prosecuting white-collar crimes. The report highlights how generating headlines seemed to take precedence over accurate figures in the government’s fight against mortgage fraud.

In October 2012, less than a month before the presidential election, Attorney General Eric H. Holder Jr. called a news conference to trumpet the Justice Department’s success in combating foreclosure fraud through a program called the Distressed Homeowner Initiative. “The success of the Distressed Homeowner Initiative, and the developments we announce today, underscore our determination to pursue these and other financial fraud criminals around the country,” Mr. Holder said in a statement.

The claims of great success came during a time of persistent criticism that the Justice Department was not taking stronger action to pursue fraud in the run-up to the financial crisis. The numbers offered by Mr. Holder for the first year of the initiative were impressive: charges filed against 530 defendants, including 172 executives, from frauds that resulted in losses of more than $1 billion.

After questions from the news media about those claims, almost a year later the Justice Department revised those figures significantly downward. The total number of defendants charged was 107, with no reference to any executives, and the loss from criminal activity was $95 million. In response to Mr. Horowitz’s report, a Justice Department spokeswoman pointed out: “In the time period in question, the number of mortgage fraud indictments nearly doubled, and the number of convictions rose by more than 100 percent.”

An interesting question is whether accurate reporting of the results, like a 100 percent increase in convictions, would have generated the kind of headlines the government seemed to want. Bringing that many more cases for a complex white-collar crime is a good result, but claiming to pursue several corporate executives gave the original numbers much more punch in light of accusations that the Justice Department was being soft on Wall Street.

The inspector general’s report puts much of the blame for the inflated figures on how the F.B.I. gathered the information for Mr. Holder. Mr. Horowitz noted that “we found significant breakdowns in the process used to develop the results of the Distressed Homeowners Initiative.” That occurred at least in part because the F.B.I. had “too little time and resources available to allow for vetting of the data.”

The report does not give a reason for taking such a slapdash approach, but I think it is clear that there was pressure to announce the success of the initiative to demonstrate how the Justice Department was responding to public outcry over the lack of tangible evidence that prosecutors were taking a hard line. And so we have an example of “act in haste, repent at leisure.”

Intensifying the pressure to report robust results was additional money provided by Congress for positions to be used to combat mortgage fraud after the financial crisis. Both the Justice Department and the F.B.I. received millions of dollars for new employees, and that means showing the money was put to good use. But Mr. Horowitz’s report states that mortgage fraud was not a high priority for the F.B.I., in part because it was declining as lenders toughened their standards. In these days of tight budgets, however, no agency turns down an appropriation.

The government is fond of calling a new initiative an operation, which implies a sense of urgency and resolve. In 2010, before the Distressed Homeowner Initiative, the Justice Department started Operation Stolen Dreams to take on a broad array of mortgage frauds. Less than three months after it started, Mr. Holder announced that prosecutors had brought cases involving “1,215 criminal defendants nationwide, including 485 arrests, who are allegedly responsible for more than $2.3 billion in losses.”

Those are impressive numbers for a white-collar crime, especially in such a short period, but their validity may be open to question. Mr. Horowitz’s report points out that his office did not audit these figures, and in light of the other findings, he recommends that the Justice Department “revisit the results.”

Catching those engaged in mortgage fraud is not like operating a sobriety checkpoint or drug dragnet that quickly yields arrests. Trumpeting initiatives for pursuing complex white-collar crimes whose success will be reported in months rather than years runs the risk of offering results that don’t grab the public’s attention â€" or worse, makes them look like failures.

As an initial matter, just figuring out what the numbers are can be difficult. Mortgage fraud is not a separate crime but a subset of federal offenses like bank fraud, mail fraud and wire fraud. So prosecutions involving mortgages may not show up easily in government records.

A greater problem in announcing a crackdown is that these types of cases often don’t come to light until months, or even years, after the transactions, and the fraud can take many different forms. During the period when real estate values soared, there were schemes to inflate property values so that lenders were making loans for far more than houses were worth. Once the housing bubble burst around 2007, mortgage frauds morphed into schemes to defraud homeowners trying to avoid foreclosure.

Putting together a mortgage fraud case requires amassing a large volume of documents to track ownership, housing values and the transfer of money. Even figuring out where a fraud involving inflated housing values took place usually requires a bank or real estate company to report suspicious activity, which could come long after the scheme ended when the loan finally defaults.

For scams involving homeowners who face foreclosure, just identifying whether a crime took place is difficult. Those in danger of losing their homes may grasp at straws in seeking help, with companies taking advantage of them by doing just enough to make it appear they tried to help. Victims may not recognize a fraud or have the time and energy to pursue a complaint in the face of losing their homes.

This type of scheme often involves modest sums taken from those who can least afford it. The Justice Department tends not to pursue small cases, leaving them to local law enforcement, so any number of violations could easily fall through the cracks.

Mortgage fraud, like most white-collar crimes, requires painstaking investigation over a long period, so there will never be a flood of cases. And even when the government commits resources to investigations, there will be some that do not pan out.

But that does not make headlines when the government paints itself into a corner by pursuing initiatives that imply a promise of quick results.



Weibo I.P.O. Sets a Low Bar for Alibaba

Imagine the riskiest possible share offering. It would be a new, unprofitable company with rapid and uncertain growth in an emerging market. One whose customers are fickle, which lives under the constant threat of being snuffed out by regulators, and where external shareholders are dominated by insiders. The listing of Sina Weibo fits the bill. The Twitter-like microblog has also set a low bar for the upcoming market debut of e-commerce giant Alibaba.

Weibo, which filed for an initial public offering  on March 14, has enjoyed prodigious growth: revenue has gone to $188 million from zero in two years. User numbers are dizzying too, with 129 million logging on in December. Not bad for a company that didn’t exist before August 2009. Users are influential - statesmen and central bankers rub shoulders with pop stars and property moguls.

But the growth comes with some hairy regulatory risks. If a threat to temporarily bar big auditors from working for Chinese companies is carried out, Weibo could be forced to delist. The company relies on the semi-legal “variable interest entity” structure used by many Chinese groups to get around onerous foreign ownership restrictions. Worse, Weibo hasn’t fulfilled a government request to identify all its users, some of which it admits may be fake. According to the company, antsy censors could punish non-compliance with “termination”.

Weibo has also borrowed some of Silicon Valley’s worst governance habits. Not only will it float a minority of its business; the creation of two kinds of shares, one with triple the votes of the other, will further restrict meddling by outsiders. There’s a poison pill that lets the board deflect a takeover offer. The purpose of the I.P.O. is also questionable: parent Sina is already listed on Nasdaq.

Alibaba, which owns 18 percent of Weibo, is planning its own U.S. listing after Hong Kong’s exchange rejected the company’s plan to let insiders nominate most of its board directors. Alibaba’s business of matching buyers and sellers of goods is less flaky than Weibo’s. But with an offering that could be 30 times as big, the stakes for investors are higher. The pricing of both offerings should reflect those risks.

John Foley is Reuters Breakingviews China Editor. For more independent commentary and analysis, visit breakingviews.com.



Google’s Legal Chief Joins K.K.R.’s Board

Kohlberg Kravis Roberts has attracted one of Silicon Valley’s top legal executives to its board of directors.

David C. Drummond, the chief legal officer of Google and senior vice president for corporate development at the search giant, has joined the board of K.K.R., where he will sit on the conflicts committee, the private equity firm said on Monday. His appointment was effective Friday.

With Mr. Drummond’s appointment, the number of independent directors on K.K.R.’s board has risen to seven, out of a total of nine directors. The co-chairmen of the board are Henry R. Kravis and George R. Roberts, co-founders of the firm.

Other independent directors on the board include Joseph A. Grundfest, a former commissioner of the Securities and Exchange Commission; John B. Hess, chief executive of the Hess Corporation; and Robert W. Scully, a former Morgan Stanley executive.

Mr. Drummond, who joined Google in 2002, is also the chairman of Google’s two investment arms, Google Ventures and Google Capital. He oversees Google’s activities in public policy, communications, and mergers and acquisitions.

He was Google’s first outside counsel, working with its co-founders, Larry Page and Sergey Brin, to raise money and incorporate the company, according to an official biography. At that time, he was a partner in the corporate transactions group of the law firm Wilson Sonsini Goodrich & Rosati.

Mr. Drummond, a graduate of Stanford Law School, is also on the boards of Uber and Rocket Lawyer, according to the biography.

At K.K.R., he has joined the board of the firm’s managing partner, the corporate entity that manages the firm’s business. This technicality is a result of the fact that K.K.R. is considered a limited partnership.



Morning Agenda: Alibaba to Go Public in New York

The Alibaba Group, China’s online commerce giant, says it plans to begin the process of going public in New York, Michael J. de la Merced writes in DealBook. The long-awaited initial public offering could be one of the biggest ever and could eventually raise more than the $16 billion that Facebook secured nearly two years ago. Analysts estimate that Alibaba could reach a valuation upward of $130 billion.

In a post on its corporate blog, the company said on Sunday that it planned to list on an American stock market, rather than the Hong Kong stock exchange, to become “a more global company.” According to a person briefed on the matter, the company plans to work with at least five major banks on its planned offering: Credit Suisse, Deutsche Bank, Goldman Sachs, JPMorgan Chase and Morgan Stanley. Citigroup might also play a role.

In related news, Weibo, a major Chinese microblogging company seen as that country’s answer to Twitter, filed on Friday for its own New York public offering, Mr. de la Merced writes in DealBook. At year end, Weibo had claimed 129.1 million monthly active users compared with Twitter’s 241 million. And to tie things all together, Alibaba invested in the company last year, valuing it at about $3.3 billion. Weibo’s prospectus listed a fund-raising target of $500 million, but the company might seek to raise significantly more.

VODAFONE AGREES TO BUY ONO  |  Amid a flurry of asset sales and consolidation among European telecommunications companies in the last year, add one more deal: Vodafone of Britain agreed on Monday to purchase the Spanish cable company Ono for about $10 billion, Chad Bray and David Gelles write in DealBook. The deal values Ono at about 7.2 billion euros, including the assumption of debt. In 2013, Ono’s earnings before taxes, depreciation and amortization declined 8.8 percent, to €686 million, from the previous year.

Vodafone submitted a tentative offer last week ahead of Ono’s annual meeting. At the meeting, Ono shareholders approved an initial public offering, but the company’s board decided to also continue discussions with Vodafone. This would be Vodafone’s first big deal since it sold its stake in Verizon Wireless to Verizon.

MARKETS SHRUG OFF CRIMEA VOTE  |  Markets seem to be recovering after an initial shock driven by investor concern about the economic impact of western sanctions on Russia after Crimea voted to secede from Ukraine on Sunday.

The MSCI world equity index, which tracks shares in 45 countries, is largely steady, and yields on the German 10-year Bund, the benchmark for euro zone borrowing costs, are relatively flat, near Friday’s eight-month lows. The major European indexes, including the DAX in Germany and FTSE 100 in Britain, were up on Monday afternoon. The futures for the Dow Jones industrial average, Standard & Poor’s 500-stock index and Nasdaq all indicate that they will open higher. Russian stocks rallied, as local investors shrugged off Western sanctions as being mostly symbolic.

 

ON THE AGENDA  |  The Federal Reserve’s industrial production index for January is released at 9:15 a.m. The National Association of Home Builders housing market index for March is out at 10 a.m. Laurence H. Meyer, a former Fed governor, is on CNBC at 8:30 a.m. Henry Blodget, the chief executive and editor in chief of Business Insider, is on CNBC at 11 a.m.

TODAY IS ST. PATRICK’S DAY  |  Remember to wear something green (having green eyes does not count). For those in New York City, the annual St. Patrick’s Day parade begins at 11 a.m. on Fifth Avenue. But don’t expect to see Mayor Bill de Blasio there â€" he is boycotting the parade because of its policy prohibiting gay groups from marching openly. Guinness USA, the brewer known for its stout, has also joined the protests of the ban on public expression of gay pride, dropping its sponsorship of the event.

A FRAUD WAR SHORT ON COMBAT  |  Since the financial crisis of 2008, the Justice Department has answered questions about a lack of criminal prosecutions related to mortgage fraud by insisting that they were working overtime. And if there had been cases to make, they would have made them, the department said. But last week, a report from the inspector general of the Justice Department, Michael E. Horowitz, “set the record straight,” Gretchen Morgenson writes in the Fair Game column. “Sure enough,” she adds, “the report told us how hard the nation’s law enforcement officials had been investigating these cases. That is, hardly at all.”

Among other things, the report indicates that the Justice Department is unequipped â€" or unwilling â€" to combat complex financial frauds, which had the lowest priority for the F.B.I.’s criminal investigative division. And while a Justice Department spokeswoman contended that the report actually showed the mortgage fraud task force to have been a success, she declined to comment on the report’s description of how the department hyped claims of success in October 2012. In fact, the report found that much of what the department trumpeted as success was significantly exaggerated.

Ms. Morgenson writes: “The American people probably don’t need an inspector general’s audit to tell them how ineffectual the Justice Department was when it came to criminal prosecutions of the large, complex financial crimes that led to the crisis.”

IT’S TIME TO FILL OUT YOUR N.C.A.A. BRACKET  |  Selection Sunday has passed, and the seeds are set for the 2014 N.C.A.A. men’s basketball tournament. If your bracket is perfect, you could win a billion dollars.

 

Mergers & Acquisitions »

2 Oligarchs in $7 Billion Deal for a German Oil Company  |  RWE said it had reached a preliminary agreement to sell its oil and natural gas subsidiary, RWE Dea, to the Russian billionaires Mikhail Fridman and German Khan for 5.1 billion euros. DealBook »

Jaccar Offers to Acquire Ship Supplier Bourbon  |  Bourbon of France said on Monday that its largest shareholder, Jaccar, had offered to buy the company in a deal that gives it a value of at least $2.48 billion. DealBook »

Giant Interactive, a Chinese Web Video Game Operator, Agrees to $3 Billion Buyout  |  Giant Interactive will be taken private by its chairman and a pair of private equity firms, Baring Private Equity Asia and Hony Capital of China. DealBook »

Rosneft to Take Stake in Pirelli Owner  |  The deal will give the Russian state oil company Rosneft a 50 percent stake and allow the Italian private equity firm Clessidra to exit its investment. Marco Tronchetti Provera, Pirelli’s chairman and chief executive, will remain head of the company. DealBook »

Berkshire Hathaway Board Recommends Shareholders Vote Against DividendBerkshire Hathaway Board Recommends Shareholders Vote Against Dividend  |  Warren E. Buffett prefers to use Berkshire Hathaway’s huge cash pile to buy up companies, rather than return it to shareholders. DealBook »

Vivendi Agrees to Exclusive Talks With Altice for Mobile Phone UnitVivendi Agrees to Exclusive Talks With Altice for Mobile Phone Unit  |  Despite objections from the French industry minister, the media conglomerate Vivendi agreed to a three-week exclusive negotiating period after Altice offered to pay about $16.3 billion, plus an equity stake, for SFR. DealBook »

INVESTMENT BANKING »

Citigroup’s Proxy Details Link of Pay to PerformanceCitigroup’s Proxy Outlines Link of Pay to Performance  |  Citigroup’s proxy report contains some intriguing disclosures on pay that allow outsiders to partially weigh the degree to which a large institution is using compensation to hold its senior executives accountable. DealBook »

Boutique Banks Gaining Advisory Share  |  Independent and boutique investment banks are taking a growing share of the merger and acquisition fee pool, as international corporations are rejecting the idea that the size of a bank’s balance sheet is consistent with the quality of its advice, The Financial Times writes. FINANCIAL TIMES

Banks Put Foreign Exchange Bonuses on Hold  |  Barclays, Citigroup and the Royal Bank of Scotland have frozen bonuses across their foreign exchange trading teams pending internal investigations into possible manipulation of currency benchmarks, The Financial Times writes. FINANCIAL TIMES

PRIVATE EQUITY »

Former G.M. Chief Returns to CarlyleFormer G.M. Chief Returns to Carlyle  |  Daniel F. Akerson, a former chief executive of General Motors, has returned to the Carlyle Group, the private equity giant where he worked before running the automaker. Mr. Akerson, 65, is now the vice chairman of Carlyle and a special adviser to its board. DealBook »

Canada’s Encana in Advanced Talks to Sell Wyoming Asset  |  The Encana Corporation, one of Canada’s largest independent oil and natural gas producers, is said to be in advanced talks to sell its Wyoming gas fields to the private equity firms Carlyle Group and NGP Energy Capital Management for about $2 billion, The Wall Street Journal writes, citing unidentified people familiar with the situation. WALL STREET JOURNAL

Carlyle’s Rubenstein Sets Sights on Bezos Interview  |  David M. Rubenstein, co-founder of the private equity firm Carlyle Group and the president of the Economic Club of Washington, is said to be courting Jeff Bezos, founder of Amazon.com and the owner of The Washington Post, to sit for an interview at the club, The Washington Post reports. WASHINGTON POST

HEDGE FUNDS »

Pantera Said to Invest in Top Bitcoin Exchange  |  Pantera Capital Management, a hedge fund that manages money for Fortress Investment Group executives, is said to have invested about $10 million in the Bitcoin exchange Bitstamp months before it became the world’s dominant dollar-Bitcoin exchange, Bloomberg Businessweek writes, citing unidentified people familiar with the situation. BLOOMBERG BUSINESSWEEK

Hedge Fund Leader Joins Investors in Backing Circassia  |  Crispin Odey, who leads the hedge fund Odey Asset Management, took a 12 percent stake in Circassia, a biotechnology firm that went public in London on Thursday, City A.M. reports.
CITY A.M.

I.P.O./OFFERINGS »

GoDaddy Is Said to Be Exploring I.P.O.GoDaddy Is Said to Be Exploring I.P.O.  |  Preparations for an initial public offering are just getting started, with the company expected to begin interviewing banks in the coming weeks. DealBook »

ISS Debut Gives Less-Than-Stellar Return for Goldman and EQT  |  The successful stock market debut of ISS, a cleaning and catering group based in Denmark, has brought a huge return to the Danish family behind the toy maker Lego but not as much for its other owners, Quentin Webb of Reuters Breakingviews writes. DealBook »

Jimmy Choo Owner Said to Be Considering I.P.O.  |  Labelux, the owner of the luxury shoemaker Jimmy Choo, is said to have had preliminary meetings with bankers about selling a stake in Jimmy Choo in an initial public offering, Bloomberg News reports, citing an unidentified person familiar with the situation. BLOOMBERG NEWS

Castlight Health Soars in Stock Market Debut  |  Shares of Castlight Health, which provides software to businesses to track health care costs, more than doubled in their trading debut on the New York Stock Exchange on Friday morning. DealBook »

VENTURE CAPITAL »

Start-Up Seeks to Capitalize on Security Concerns for BitcoinsStart-Up Seeks to Capitalize on Security Concerns for Bitcoins  |  Xapo provides a Bitcoin wallet combined with a cold storage vault, allowing for transfers. The vault comes with insurance. DealBook »

Start-Ups Aim to Conquer Space Market  |  The start-up Planet Labs is challenging the giants of the space industry by producing dozens of small satellites that are cheaper and quicker to build than traditional satellites, The New York Times writes. NEW YORK TIMES

Secret Raises $8.6 Million  |  The anonymous social sharing start-up Secret announced on Friday that it had raised $8.6 million in a Series A funding round from investors including Google Ventures and Kleiner Perkins Caufield & Byers, ReCode writes. RECODE

Thomas Judge, Who Invested in Start-Ups, Dies at 83  |  Mr. Judge, one of the first institutional investors to try out venture capital as a portfolio manager for the pension fund of the AT&T Corporation, died on March 10 at the age of 83, Bloomberg News writes. BLOOMBERG NEWS

LEGAL/REGULATORY »

A Dragnet at Dewey & LeBoeuf Snares a Minnow  |  Zachary Warren, a low-level employee at the once-giant law firm, was the unwitting target of an increasingly common prosecutorial tactic called parallel construction, James B. Stewart writes in the Common Sense column. NEW YORK TIMES

California Sued Over Diversion of Money From National Mortgage Settlement  |  Three nonprofit groups want Gov. Jerry Brown to return $369 million used to reduce state debt, rather than help struggling homeowners, The New York Times writes. NEW YORK TIMES

Fed Challenge: Pull Back Without Pulling the Rug Out  |  A central bank policy that helped stocks to surge may have also caused some market distortions, Jeff Sommer writes in the Strategies column. NEW YORK TIMES

Senate Draft Bill Aims to Wind Down Mortgage Financiers  |  A draft of a Senate bill, released on Sunday, would wind down Fannie Mae and Freddie Mac in five years and would maintain the current arrangement in which the mortgage giants pay all of their profits to the Treasury, Bloomberg News reports. BLOOMBERG NEWS

Fed Transferred $79.6 Billion in Earnings to the Treasury Last Year  |  The Federal Reserve, required by law to put most of its profit in the government’s coffers, has contributed almost $323 billion in the last four years, The New York Times reports. NEW YORK TIMES



Rosneft to Take Stake In Pirelli Owner

LONDON - The Russian state oil company Rosneft has agreed to take a 50 percent stake in a reconstituted Camfin, the holding company that owns the Italian tire maker Pirelli.

As part of the deal, Clessidra, the Italian private equity firm, will exit its investment.

The remaining 50 percent stake will be divided between Nuove Partecipazioni, which is owned by the Pirelli chairman Marco Tronchetti Provera, and the Italian banks Unicredit and Intesa Sanpaolo.

The deal in part is designed to build Pirelli’s business in Russia.

“The agreement’s objective is to develop Pirelli’s activities and business, also strengthening its commercial network in Russia thanks to Rosneft’s widespread presence across the territory,” Intesa Sanpaolo said in a statement Monday.

The deal values Pirelli’s shares at 12 euros, or about $16.69, each. The companies didn’t disclose the total price of the transaction.

Day-to-day management of Pirelli following the deal will fall to Mr. Tronchetti Provera, who has headed the company since 2003.



Jaccar Offers to Acquire Ship Supplier Bourbon

LONDON - The French ship supplier Bourbon said Monday that its largest shareholder, Jaccar, has offered to buy the company in a deal that gives it a value of at least $2.48 billion.

The deal is contingent on Jaccar obtaining 50.1 percent of Bourbon’s outstanding capital and bank debt.

Shares of Bourbon jumped 22 percent to €23.64 in trading Monday morning. Based on 74.6 million shares outstanding, the deal would value Bourbon at about €1.79 billion, with Jaccar paying about 24 euros a share.

Bourbon’s board of directors will review the offer by Jaccar, which owns about 26 percent of Bourbon, at a meeting on March 21.

Jaccar is controlled by Jacques de Chateauvieux, Bourbon’s chairman. Jaccar also has investments in the shipbuilders Piriou and Sinopacific Shipbuilding.

Operating in more than 45 countries, Bourbon provides ships and other vessels to the oil and gas industry. The company has more than 10,000 employees and a fleet of nearly 500 vessels.

Bourbon had revenue of €1.31 billion in 2013.