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Disney Considered Buying BuzzFeed, but Balked at $1 Billion Price

LOS ANGELES - At least for the Walt Disney Company, BuzzFeed quickly became a buzzkill.

As part of a routine effort to identify acquisition targets, Disney last year zeroed in on BuzzFeed, the fast-growing digital media company, but Disney’s interest quickly dissipated when BuzzFeed valued itself at nearly $1 billion, according to a person with direct knowledge of the talks.

This person, who spoke on the condition of anonymity because Disney’s interest was meant to remain private, said the entertainment giant saw in BuzzFeed a potential “content-dissemination service.”

Since its debut in 2006, BuzzFeed has grown to more than 400 employees worldwide, and it says it attracts more than 130 million monthly unique visitors. In January 2013, the company raised $19.3 million in funding from an investor group, which brought its total money raised to about $46 million.

Around the same time the BuzzFeed talks ended, Disney began negotiations with Maker Studios, a YouTube-based video supplier, ultimately buying that company for $500 million up front and committing to $450 million in additional payments if aggressive growth targets were met.

Disney declined to comment about its BuzzFeed tire-kicking, which was first reported on Monday by Fortune. BuzzFeed also declined to comment.



Disney Considered Buying BuzzFeed, but Balked at $1 Billion Price

LOS ANGELES - At least for the Walt Disney Company, BuzzFeed quickly became a buzzkill.

As part of a routine effort to identify acquisition targets, Disney last year zeroed in on BuzzFeed, the fast-growing digital media company, but Disney’s interest quickly dissipated when BuzzFeed valued itself at nearly $1 billion, according to a person with direct knowledge of the talks.

This person, who spoke on the condition of anonymity because Disney’s interest was meant to remain private, said the entertainment giant saw in BuzzFeed a potential “content-dissemination service.”

Since its debut in 2006, BuzzFeed has grown to more than 400 employees worldwide, and it says it attracts more than 130 million monthly unique visitors. In January 2013, the company raised $19.3 million in funding from an investor group, which brought its total money raised to about $46 million.

Around the same time the BuzzFeed talks ended, Disney began negotiations with Maker Studios, a YouTube-based video supplier, ultimately buying that company for $500 million up front and committing to $450 million in additional payments if aggressive growth targets were met.

Disney declined to comment about its BuzzFeed tire-kicking, which was first reported on Monday by Fortune. BuzzFeed also declined to comment.



Brazilian Telecom Firm Oi Raises $3.7 Billion Via Offering

SÃO PAULO, Brazil â€" The Brazilian telecommunications carrier Oi raised about 8.25 billion reais ($3.7 billion) on Monday through a global share offering that is part of its merger with Portugal Telecom.

Oi priced its offering at 2.17 reais (97 cents) for each common share and 2 reais for each preferred share. The price was at the low end of the suggested range of 2 to 2.3 reais.

Including the overallotment for the underwriters, the company will have sold nearly 7 billion shares, a person with knowledge of the offering said. Approximately 40 percent of those shares were not used to raise money but were instead given to Portugal Telecom in return for the assets it is bringing to the merger.

When merger was announced last October, Oi said it would raise up to 14.1 billion reais, with 6.1 billion reais coming in the form of assets from Portugal Telecom, and between 7 and 8 billion reais coming in cash from the market.

As a result, the company raised slightly more cash on Monday than the high end of its original target range.

Oi’s share price has plunged in recent months, in part because of the extensive dilution of existing shareholders. Before the merger’s announcement last October, Oi only had 1.797 billion common and preferred shares outstanding.

Portugal Telecom’s shares have fallen too, but not nearly as much, with American depositary receipts in New York ending Monday trading at $4.23, compared to $4.55 before the merger was announced.

The combined company will have over 100 million subscribers and $17 billion in revenue, based on 2013 figures for the two companies. The money raised Monday will be used to pay down debt, according to the prospectus.

Robin Bienenstock, senior telecom analyst with Sanford Bernstein in London, said “there is much not to love about the deal, which was structured to be favorable to Oi’s controlling shareholders, but it is making the uninvestable investable.”

She said the deal would turn Oi from a badly managed company with low liquidity, poor corporate governance, and an unwieldy balance sheet into a firm with a bigger float, better corporate governance, a slightly better balance sheet, and a very good management team.

Ms. Bienenstock said the deal’s price and its dilution of existing shareholders was “disappointing,” but the company was now in a position to participate in acquisitions, including a potential bid for Telecom Italia’s Brazil subsidiary, TIM.

The merger between Oi and Portugal Telecom has been contentious in Brazil, with some Oi minority shareholders claiming that Portugal Telecom’s assets were overvalued. They also said that the merger was unfairly diluting their ownership stakes, and that the deal is structured primarily to allow Oi’s controlling shareholders to pay off their debts.

Brazil’s various regulatory authorities all issued their approvals, though one minority shareholder, Tempo Capital in Rio de Janeiro, had filed an appeal last week with the C.V.M., Brazil’s securities regulator trying to cancel the offering.

The deal’s lead underwriter was BTG Pactual. Bank of America Merrill Lynch, Barclays, Citigroup, Credit Suisse, Espirito Santo Investment Bank, and HSBC were global coordinators. Banco do Brasil Securities, Bradesco BBI, Caixa Banco do Investimento, Goldman Sachs, Itaú BBA, Morgan Stanley, and Santander were joint bookrunners, and XP Securities, Nomura, and BNP Paribas were co-managers.



G.A.O. Report Sees Deeper Bank Flaws in Foreclosures

A new government report suggests that errors made by banks and their agents during foreclosures might have been significantly higher than was previously believed when regulators halted a national review of the banks’ mortgage servicing operations.

When banking regulators decided to end the independent foreclosure review last year, most banks had not completed the examinations of their mortgage modification and foreclosure practices.

At the time, the regulators â€" the Office of the Comptroller of the Currency and the Federal Reserve â€" found that lengthy reviews by bank-hired consultants were delaying compensation getting to borrowers who had suffered through improper modifications and other problems.

But the decision to cut short the review left regulators with limited information about actual harm to borrowers when they negotiated a $10 billion settlement as part of agreements with 15 banks, according to a draft of a report by the Government Accountability Office reviewed by The New York Times.

The report shows, for example, that an unidentified bank had an error rate of about 24 percent. This bank had completed far more reviews of borrowers’ files than a group of 11 banks involved the deal, suggesting that if other banks had looked over more of their records, additional errors might have been discovered.

Regulators had calculated a preliminary error rate of 6.5 percent for all the banks when they negotiated the settlements last year, according to the report. The discrepancy raises questions about whether regulators would have revealed more errors if they had allowed the consultants to continue their reviews, resulting in higher payouts to homeowners.

“I’m concerned with these findings by G.A.O., which also show that the settlement was reached without adequate investigation into the harms committed by the servicers,” said Representative Maxine Waters, Democrat of California, one of four lawmakers who requested an investigation into the foreclosure review by the G.A.O. “Only a thorough review of poorly maintained or incomplete servicer files could have verified whether payments were commensurate with the harms committed.”

Regulators had found many issues with the way banks had handled foreclosures during the aftermath of the financial crisis, including bungled modifications and the practice of robo-signing, where reviewers signed off on mounds of foreclosure paperwork without verifying them for accuracy. Other errors ranged from wrongful foreclosures to improper fees charged to homeowners.

The settlement between the banks and regulators included $3.9 billion in cash payouts to 4.4 million homeowners and a requirement that the banks provide an additional $6 billion in foreclosure prevention measures.

Since regulators required the banks in 2011 and 2012 to undertake the independent foreclosure review, the program has been a lightning rod for critics.

Just last week, Representative Elijah E. Cummings, Democrat of Maryland, requested a hearing over the decisions to end foreclosure review in light of new information emerging about the extent of errors that banks were committing during the foreclosure process.

The consultants that the banks hired to review their files were racking up hundreds of millions in fees, but many had barely made a dent in reviewing all of the loan files.

A few banks had completed less than 2 percent of their review. The bank with the 24 percent error rate had completed 57.3 percent of its review, according to the government accountability report.

The delay prompted regulators last year to halt the review and strike the agreements with the 15 banks.

Despite the incomplete reviews, the Government Accountability Office suggested that the cash payouts â€" ranging from $125,000 to a few hundred dollars â€" were reasonable. The report found that if regulators assumed an error rate of 24 percent, then the payouts would have been lower than the $3.9 billion total.

A person briefed on the review said that it was difficult to extrapolate error rates from one bank that was smaller than many of the large financial firms like Bank of America, JPMorgan Chase and Wells Fargo.

The G.A.O. report, which was expected to be released on Tuesday, also criticizes regulators for failing to oversee the $6 billion in foreclosure prevention measures in the agreements.

Regulators did not define specific objectives for the foreclosure prevention measures, though they told the banks that they should be “meaningful,” according to the report.

In reality, the banks said they could meet their requirements under the agreement with regulators through their existing foreclosure prevention programs.

The report says that it also found issues with the way regulators are monitoring how the banks were meeting the foreclosure requirements.

Another problem for regulators is making sure the money reaches eligible homeowners, which can be difficult because many of them have been forced to move because of foreclosures.

As of January, about 80 percent of the checks sent to homeowners had been cashed, according to the draft of the G.A.O. report. The report says regulators were looking for better ways to locate homeowners who qualified for the payouts.



Pfizer Proposes a Marriage With AstraZeneca, Easing Taxes in a Move to Britain

Pfizer, the maker of best-selling drugs like Lipitor and Viagra and a symbol of business prowess in the United States for more than a century, no longer wants to be an American company.

On Monday, Pfizer proposed a $99 billion acquisition of its British rival AstraZeneca that would allow it to reincorporate in Britain. Doing so would allow Pfizer to escape the United States corporate tax rate and tap into a mountain of cash trapped overseas, saving it billions of dollars each year and making the company more competitive with other global drug makers.

A deal â€" which would be the biggest in the drug industry in more than a decade â€" may ultimately not be done. AstraZeneca said on Monday that it had rebuffed Pfizer, after first turning down the company in January. Nonetheless, the pursuit by Pfizer, founded in a redbrick building in Brooklyn in 1849, has made it clear that the company wishes to effectively renounce its United States citizenship.

Pfizer points out that it would retain its corporate headquarters here and remain listed on the New York Stock Exchange. It also says that the main rationale for the deal is broadening its portfolio of drugs, and saving money through combined operations with AstraZeneca.

Still, a deal would allow it to follow dozens of other large American companies that have already reincorporated abroad through acquiring foreign businesses. They have been drawn to countries like Ireland and the Netherlands that have lower corporate rates, as well as by the ability to spend their overseas cash without being highly taxed.

At least 50 American companies have completed mergers that allowed them to reincorporate in another country, and nearly half of those deals have taken place in the last two years.

But Pfizer is now the largest and best-known of them to try to expatriate.

“Pfizer is the Coca-Cola of health care. It’s as American as apple pie,” said Mark Schoenebaum, an analyst with the ISI Group. “If there is a deal that is going to start a real dialogue in Washington, it might be a company like this.”

On Monday, some lawmakers on Capitol Hill expressed frustration over such corporate moves.

“It is a real problem when the tax code provides an incentive for U.S.-based companies to move overseas, often times taking good jobs with them,” said Representative David Camp, the Republican Michigan who is chairman of the House Ways and Means Committee.

Senator Charles E. Grassley, Republican of Iowa, said, “Until we can reform our tax code so we have a more globally competitive system, businesses will seek ways to limit their taxes in the United States in favor of foreign tax systems.”

Recent proposals from Mr. Camp and the previous chairman of Senate Finance Committee, Senator Max Baucus, Democrat of Montana, have taken aim at such deals. President Obama’s 2015 budget proposal included language that would effectively ban them. By acting now, Pfizer is betting that it can complete a merger to reduce its taxes before any push to change the laws gathers steam.

There are several benefits of being effectively a British company. Pfizer currently pays an effective tax rate of 27 percent. Though it did not specify what the new rate might be, the British corporate tax rate is currently 21 percent and will soon fall to 20 percent.

Analysts at Barclays estimated that for each percentage point less Pfizer paid in taxes, it would save about $200 million a year by reincorporating. People briefed on Pfizer’s discussions said that figure could be substantially higher. That means that Pfizer would be saving at least $1 billion a year in taxes alone.

And moving to a lower-tax jurisdiction would allow Pfizer to tap cash that it holds overseas without paying a steep tax to bring it back to the United States. Of the company’s $49 billion in cash, some 70 to 90 percent of that is estimated to be held overseas. That would help pay for part of the takeover by Pfizer. By using those assets to buy a foreign company, the drug maker would avoid racking up the sort of big tax bill that would come from buying a domestic rival like Bristol-Myers Squibb.

Pfizer’s offer for AstraZeneca, composed of cash and stock, was valued at 46.61 pounds a share ($78.37), roughly 30 percent above where the British company was trading at the beginning of the year.

And being based in a country with a lower tax rate would allow Pfizer to be more aggressive in acquiring other companies. On a call with analysts on Monday, Pfizer’s chief executive, Ian C. Read, a Briton, said Pfizer found it was hard to compete with other acquirers while saddled with “an uncompetitive tax rate.”

Still, he added that even as a reincorporated British company, “we will continue to pay tax bills” in the United States.

The chief executive said that it was his responsibility “to maximize return to shareholders, and I don’t actually see that that conflicts with the interest of the U.S. government.”

American businesses have long complained about the corporate tax rate, arguing that in today’s global marketplace, they are left at a competitive disadvantage.

Many companies aggressively seek loopholes that lower their actual tax rates well below the 35 percent statutory rate. Some choose to reincorporate abroad.

Last year, several American drug makers, including Perrigo, from Allegan, Mich.; Actavis, from Parsippany, N.J.; and Endo Health Solutions, from Malvern, Pa., acquired foreign companies and began the process of moving overseas.

The result will be hundreds of millions of annual tax savings for the companies, and an equivalent amount of money lost to the United States Treasury.

The law allows companies to move overseas if, after a merger or acquisition, foreign shareholders own more than 20 percent of the company.

The rush of such deals, known as inversions, helped push deal activity to heights unseen since before the financial crisis of 2008. On April 22 alone, drug makers announced $74 billion worth of potential deals, including the potential takeover of the maker of Botox and a complicated series of asset swaps between Novartis of Switzerland and GlaxoSmithKline of Britain.

But Pfizer would be by far the best-known company to try such a deal.

“This would be one of the largest tax inversions, if not the largest, in more than 30 years of such transactions, and as an aside, could again reignite calls for U.S. corporate tax reform,” said Alex Arfaei, an analyst at BMO Capital Markets.

For Pfizer, there are other motivations, besides taxes. AstraZeneca makes an attractive target because of its portfolio of cancer drugs, an area that Pfizer has also made a priority as it seeks to restock its product pipeline.

Sales of many of Pfizer’s top-selling products, such as the pain drugs Celebrex and Lyrica, are expected to fall rapidly over the next few years because the drugs will lose their patent protection and enter into competition with cheaper generic versions.

Mr. Read said a combined company would save money and would be able to invest more in research, especially in cancer treatments, that each company could not achieve on its own. One example could be in creating combination therapies, or drug cocktails, to treat cancer in the same way that such drugs have revolutionized treatment of patients with H.I.V.

While obstacles to completing a merger remain, shares of Pfizer surged 4.2 percent on Monday, signaling investor appetite for such a deal. And Mr. Read of Pfizer said he would continue to pursue AstraZeneca.

“We’ve never had a company of this size and stature do an inversion,” said Robert Willens, an independent corporate tax adviser. “It may be that this is the transaction that creates a lot of controversy and calls so much attention to the technique that the legislators get involved and rein these transactions in.”

On Monday, Mr. Read acknowledged as much, saying, “At some point the U.S. government will need to deal with how to make global companies competitive from the U.S.”

Katie Thomas contributed reporting.



Bank of America’s Bad Accounting

The strange accounting that tripped up Bank of America is on its way to being changed.

That accounting rule, which has been around since 2007, has vexed investors in financial institutions ever since it began to be applied. The banks greatly enjoyed it at first because it had the seemingly perverse result of increasing their reported profits â€" or at least reducing their reported losses â€" at a time when the banks seemed to be in dire straits in 2008 and 2009.

Since then, the banks have liked it less because it reduced profits as their chances of survival appeared to increase.

The rule has provoked a lot of criticism about how ludicrous accounting results could be, and the people who write the standards have been moving to change the rule. Just last week, the Financial Accounting Standards Board tentatively agreed, on a 5-to-2 vote, to end that practice at a date to be determined.

People should not hold their breath. Changes in accounting rules happen at a glacial pace. The board has been discussing this change since 2010.

Had the expected new rule been in effect, it appears that Bank of America could not have made the mistake that was disclosed on Monday â€" a mistake that forced it to withdraw its capital plan submitted to the Federal Reserve and suspend a planned dividend increase and share buyback.

The existing rule applies to companies that adopt what is known as the “fair value option” for financial assets and liabilities. In practice, that mostly means large banks.

Under the rule, they mark certain assets and liabilities to market value each quarter and reflect the net change in their income statements.

That made sense when it was originally adopted in 2006, when the quality of bank credit was generally taken for granted. If a bank issued a bond that matured in 10 years and at the same time made a 10-year loan at a fixed interest rate, marking the asset â€" the loan â€" to current value might make no sense unless the value of the liability â€" the bond â€" was also changed. If interest rates rose, the market value of the loan would fall. Should that lead to a loss? No, because the value of the bond would also fall.

Then Lehman Brothers failed, and suddenly the assumption of unvarying credit quality among large banks no longer made any sense.

The result was that in 2008 and 2009, the market value of bonds issued by big banks fell, and their reported profits were increased. Then in 2010 and later, the banks appeared to be in better shape, and the market value of their bonds rose. That cut reported profits.

Bank regulators understood that â€" whatever the accounting rationale â€" it made no sense to raise or lower a bank’s profits because its credit standing had changed. Banks would ultimately pay their liabilities in full or they would fail. So the regulators told the banks to disregard those adjustments in calculating capital. And Bank of America did that.

The bank said on Monday that while it got the net earnings right every year, it mishandled the adjustments to its capital.

And how did it err? It says that it properly raised its reported capital levels to offset the reported loss caused by unrealized changes in the valuation of the securities it had issued. But it also raised the capital levels to offset losses that had been realized, something it should not have done. The realized changes came when securities issued by the bank were paid at maturity or repurchased at an earlier date.

That mistake improperly increased its reported capital.

Bank of America did not explain how that the error came to happen or how it was repeated year after year. Nor did it explain why the error was discovered when the first-quarter financial statements for this year were being prepared.

The securities in question were complicated ones, known as structured notes. They were originally issued by Merrill Lynch before Bank of America bought the brokerage firm in 2009, during the financial crisis. Those notes had what is called an “embedded derivative,” which means their eventual value at maturity would vary based on the performance of something else, perhaps a currency or a commodity or a stock index.

Under the current rules, any change in value because of a move in the underlying security â€" say a stock index â€" should be reflected in both earnings and capital. So should a change in value caused by changes in market interest rates. But the change in value caused by a change in the credit standing of Bank of America should be reflected only in earnings, not in capital.

If the change in rules tentatively endorsed by the F.A.S.B. were in effect, the latter change would no longer be reflected in earnings. So no adjustment would need to be made in calculating capital levels.

It is clear that Bank of America management should have caught the error. But it is less clear who else should have caught it. It was contained in the bank’s submission to the Fed regarding stress tests, which the Fed said it carefully reviewed. A Fed spokeswoman declined to comment, but it perhaps should be noted that the submissions contained thousands of numbers, not all of which could be checked.

Bank of America’s auditor, PricewaterhouseCoopers, also declined to comment. It is responsible for auditing the company’s financial statements, which the bank says were correct, at least so far as the income and balance sheets go. But the company’s 10-K annual report, which carried the auditor’s letter of approval, also included a footnote regarding capital levels, which the bank now says were incorrect. One measure of capital was reported at $161.5 billion, when it should have been $157.7 billion. Auditors are supposed to review such footnotes, but either number showed the bank to be more than adequately capitalized, and it could be argued that the difference was immaterial to investors.

It was not, however, immaterial to the Fed, which forced the bank to revise its capital plan. And that fact was clearly material to investors. Bank of America stock lost 6.3 percent of its value on Monday, shaving more than $10 billion off the company’s market capitalization.

It will be interesting to learn, if we can, just how the error was caught this year. It might be even more interesting to know which bank officials were supposed to review the calculations, and failed to do so, year after year.



France Plays an Aggressive Hand in Alstom Deal Talks

PARIS â€" Shortly after news leaked last week that General Electric was working on a multibillion-dollar deal to buy part of the French industrial giant Alstom, Patrick Kron, Alstom’s chief executive, got an urgent summons.

France’s economy minister, Arnaud Montebourg, was demanding that Mr. Kron come to his office immediately to explain why Alstom, a crown jewel of French industry, was negotiating to sell its energy business to the American conglomerate without first informing the government.

By Sunday, Mr. Montebourg made it clear that he was backing a different outcome. He would rather that G.E.’s German rival, Siemens, win the bidding for the energy business and transfer its own transportation operations to Alstom, a world-class maker of high-speed trains. That would be the way to keep Alstom a company with, as he put it, a ‘‘Made in France’’ label.

On Monday, G.E.’s chief executive, Jeffrey R. Immelt, was at the Élysée Palace, to make his case to Mr. Montebourg and France’s president, François Hollande. Then, in a separate meeting afterward, the officials talked with Siemens’s chief, Joe Kaeser.

On a day when many European heads of state were preoccupied with economic sanctions on Russia, the French government’s intimate involvement in a corporate takeover battle spoke volumes about France’s continued efforts to shield its economy. It was only the latest in a series of efforts by the Hollande administration to protect iconic French companies as the nation struggles to regain its industrial might.

The deal-brokering came two months after Mr. Hollande sought to persuade international investors that France, which is struggling with a slow recovery, was ‘‘open for business.’’ And it raised questions from economic conservatives about whether the government was out of step with globalization.

The Socialist government described its actions simply as business as usual.

‘‘France is reacting normally,’’ said a spokeswoman for Mr. Montebourg. ‘‘My guess is that in the United States, President Obama would be equally concerned’’ if a foreign company were interested in one of its major companies, especially regarding critical technologies like nuclear power or high-speed trains, she said. ‘‘And taking a little more time to think it through will not hurt anyone.’’

In French eyes, Alstom â€" which employs 93,000 people worldwide, 18,000 of them in France â€" is a symbol of national technological might and know-how. The company’s sleek, high-speed TGV trains streak across the French countryside and its Eurostar trains connect Paris to London in a two-hour trip via the Eurotunnel. About one-third of the world’s nuclear plants use its turbines to turn steam into electricity.

The G.E. offer, Mr. Montebourg said on Monday in a radio interview, ‘‘poses a problem for one simple reason.”

“That is, that most of Alstom â€" 75 percent of the company, 65,000 employees worldwide â€" would be managed from Connecticut,’’ where General Electric is based, he said.

Mr. Immelt of G.E. said in a statement after his meeting with French officials that the discussion had been ‘‘open, friendly and productive.’’ He added, ‘‘It was important to hear in person President Hollande’s perspective and to discuss our plans, our successful track record of investing in France, and our long-term commitment to the country.’’

Mr. Hollande and Mr. Montebourg also plan to talk with Martin Bouygues, the billionaire whose family controls Bouygues, Alstom’s largest shareholder, and who supports G.E.’s offer. Some analysts conjectured that in the end, the theater of the Élysée Palace meetings might have the effect of wresting better terms for Alstom from G.E., even if Siemens does not prevail.

G.E., which has been operating in France for more than four decades and already employs 10,000 people in the country, has not been discouraged by the government’s keen interest in its Alstom bid, according to a person close to the company who was not authorized to speak publicly. That person pointed to G.E.’s ‘‘hugely successful’’ aircraft engine joint venture with the French company Safran as a reason for optimism that an agreement would be reached over Alstom.

‘‘It’s not a done deal, but we’re confident,’’ the person said.

Mr. Montebourg has welcomed the competing bid from Siemens as a case for ‘‘European champions’’ that would redraw the industrial map of Europe. Siemens would become even more of a player in power systems, while Alstom would hold sway in transportation, leaving both companies dominant in their respective domains.

Or at least that is the theory, which may not hold up in a global competitive context.

‘‘It’s always been like this: Whenever a foreign firm wants to take a French firm, the government steps in,’’ said Jean-Paul Fitoussi, professor of economics at the Institut d’Études Politiques de Paris. ‘‘What should be reassuring for the rest of the world is that the government has almost always lost.’’

For instance, in 2006, when the Indian steel giant Mittal sought to buy a competitor, Arcelor, which was based in Luxembourg but had extensive operations in France, the government under President Jacques Chirac put up a fight. But at the end of the day, Mittal took over.

‘‘Globalization has never been considered as a totally good thing in France,’’ Mr. Fitoussi said. ‘‘On the other hand, there is little the government can do to stop it.’’

In demanding that the interests of the public be paramount over the shareholders’, the government is upholding the tradition of dirigisme, an interventionist approach that historically has informed French economic thinking.

Domestic politics may be forcing Mr. Hollande’s hand more than anything else. A long downturn in the labor market has driven his approval ratings to a record low, and the left wing of his own Socialist Party is rebelling over the government’s corporate-friendly approach to economic policy.

This year, he pledged to reduce by 30 billion euros, or $41 billion, the social charges that companies pay on their employees, and announced plans to stabilize corporate tax rules, simplify customs procedures for imports and exports, and introduce a tax break for foreign start-ups. Those moves have come even as the government has announced €50 billion in austerity measures through 2017.

Mr. Montebourg, who was just named economy minister in a government shake-up after the Socialists fared badly in local elections, has fashioned himself as a leading opponent of globalization. And he has sometimes prevailed, as last year, when as industrial renewal minister he blocked Yahoo’s bid for a French video website, DailyMotion.

For all the hand-wringing, France remains one of the most attractive countries in which to do business for multinational companies, with more than 20,000 foreign-owned companies that together employ nearly two million people. They include household names like Walt Disney, McDonald’s and United Technologies.

But Alstom is in trouble. The company has suffered from a downturn in orders as a result of the weak European economy and growing competition from Asia. Last year, Mr. Kron, the chief executive, told investors that Alstom might spin off its transportation business to raise cash.

There is relatively little overlap between the power generation businesses of Siemens and Alstom, but they compete closely as suppliers of equipment for power grids, like large transformers or high-voltage lines. The antitrust authorities would certainly scrutinize any deal closely.

Alstom is regarded as a relatively small player in the fast-growing gas generator business for electric utilities, which is dominated by Siemens, G.E. and Mitsubishi Heavy Industries.

And while Alstom is strong in steam technology for power generation, current demand for such systems is weak, industry sources say.

In renewable energy, Alstom is strong in hydroelectric power, which accounted for sales of about €1.4 billion, or $1.9 billion, in the last fiscal year. Siemens, by contrast, has focused on wind energy, especially equipment for offshore wind generation. Siemens, based in Munich, also owns a minority stake in a joint venture, Voith Siemens Hydro, which provides equipment for hydroelectric plants.

A spokesman for the German government declined to comment on Monday about Siemens’s Alstom negotiations.

Evariste Lefeuvre, chief economist for North America at Natixis, a French corporate and investment bank, said that easier tax and labor rules are what will attract more foreign investment to France, although large foreign companies trying to buy into any major French business know they will ultimately have to contend with the government.

‘‘They are trying to make France into a more pro-business environment,’’ said Mr. Lefeuvre, who is based in New York. ‘‘But the old ghosts still come back very quickly, and that is the idea of the big, bad American guys trying to take over weak French companies that would be better off instead in a deal with Germans.’’

Jack Ewing contributed reporting from Frankfurt.



Merger Talks of 2 Mining Giants Devolve Into Dueling Statements

Merger talks between two gold mining firms have devolved into a war of words.

Until recently, Barrick Gold and Newmont Mining appeared eager to strike a deal, which would have combined the world’s two biggest gold mining firms. But on Monday, Barrick, based in Toronto, released a statement announcing that Newmont had decided to terminate the discussion, igniting a seething back-and-forth between the companies.

“Although Barrick believes the interests of shareholders are best served through the completion of this business combination, Newmont’s board has determined that the interests of Newmont’s shareholders are best served by remaining independent,” Barrick said in the statement.

The companies had previously identified $1 billion in possible cost savings, which would be realized in large part by combining their adjacent mining operations in Nevada. They have been in on-and-off merger talks for two decades.

For its part, Newmont made public a letter that it had sent to Barrick on Friday. The letter, signed by Newmont’s chairman, Vincent A. Calarco, criticized Barrick’s top leaders.

“While our team has found your management team’s engagement to be constructive and professional, the same constructive nature cannot be said of our discussions with your co-chairman on certain fundamental strategic and structural issues over the past two weeks,” Mr. Calarco said in the letter, referring to John L. Thornton, the co-chairman of Barrick. Newmont claimed in the letter that it was “twice told definitively” by Mr. Thornton that the merger process was “dead.”

The letter also singled out Peter Munk, 86, the departing chairman and founder of Barrick, who said last week in an interview with The Financial Post that Newmont was “not shareholder-friendly.”

Mr. Munk is set to step down as chairman on Wednesday and will be succeeded by Mr. Thornton.

But neither company was finished yet.

On Monday afternoon, Barrick released another statement contending that the two companies agreed upon and signed a term sheet on April 8. Newmont “has sought to renege” on key elements in the term sheet, including the location of the combined company’s main office, Barrick said.

Newmont countered soon after, saying that it “did not renege and strongly disagrees with Barrick’s characterization of events that followed.”



Another Former Justice Dept. Official to Join Covington

Two blocks separate Covington & Burling’s offices in Washington from the Justice Department’s headquarters. Covington’s roster of lawyers shows a closer link.

Covington, the firm where Eric H. Holder Jr. practiced law before becoming attorney general, will announce on Tuesday that Mythili Raman is the latest former senior Justice Department official to join its ranks. Ms. Raman, who will be a partner in Covington’s white-collar crime and litigation practices, led the Justice Department’s criminal division until last month.

After departing the criminal division, where she oversaw investigations into some of the world’s biggest banks, Ms. Raman followed a well-trod path to Covington. She is the fourth recent criminal division prosecutor to join Covington and the fifth senior official under Mr. Holder to do so. Lanny Breuer, her predecessor as chief of the criminal division, is now Covington’s vice chairman.

“Reuniting with my former Justice Department colleagues was one of the biggest draws of Covington,” Ms. Raman, who is 44, said in an interview. “It was an easy choice.”

Some of the employee overlap was anticipated. Ms. Raman’s colleagues â€" Mr. Breuer, Daniel Suleiman, Steven E. Fagell and James M. Garland â€" have bounced between the Justice Department and Covington throughout their careers.

But Ms. Raman is new to Covington, underscoring the firm’s appeal to prosecutors departing the Justice Department’s Washington offices, known as Main Justice. And while it is not the largest firm â€" its gross revenue ranked 46th of all firms nationally, according an American Lawyer report released on Monday â€" Covington has a huge footprint in Washington and New York and is competing with Wilmer Hale and a handful of other white-shoe firms to lure top legal talent from Mr. Holder’s administration.

Still, the leverage belongs to the job-seeking prosecutors, whose government résumés routinely translate into seven-figure paydays. When a top prosecutor spins through the revolving door, the biggest firms are there to greet them.

That was not always the case; some big law firms once scoffed at criminal defense work as too messy for their white-shoe sensibilities. But many firms, flush with business from banks and corporations caught in one legal problem after another, are now clamoring for the former prosecutors to handle such specialized work and navigate an overlapping maze of government agencies.

“Increased scrutiny by multiple federal agencies clearly has become more and more of a challenge for our clients,” said Timothy C. Hester, chairman of Covington’s management committee. “For Mythili, it’s not about who she knows; it’s about what she understands.”

Ms. Raman is one of several big names to recently switch sides. Over the last year, the top enforcement officials at the Securities and Exchange Commission and Commodity Futures Trading Commission landed lucrative law firm partnerships.

Robert Khuzami, the former head of enforcement at the S.E.C., is receiving more than $5 million a year at Kirkland & Ellis, while David Meister, the onetime C.F.T.C. official, is earning a few million dollars annually as head of the white-collar group in Skadden’s New York office. George Canellos, one of Mr. Khuzami’s successors, also recently returned to private practice as a partner and global head of litigation at Milbank, Tweed, Hadley & McCloy.

During Mr. Holder’s administration, which has already spanned more than five years, Covington was not the only firm to make prominent hirings from Main Justice. David W. Ogden, a deputy attorney general under Mr. Holder, rejoined Wilmer Hale. Thomas J. Perelli, the No. 3 Justice Department official, returned to Jenner & Block. And Charles Duross, the prosecutor who oversaw the Justice Department’s investigations into corporate bribery overseas, recently became a partner at Morrison & Foerster.

All the job-hopping has alarmed some government watchdogs, which complain that the revolving door blurs the line between defense and prosecution. The Justice Department, for example, was criticized for not bringing criminal charges against any Wall Street chief executive in the wake of the financial crisis
Ms. Raman, who cannot contact the criminal division about official business for two years and is banned forever from defending cases she had a role in investigating or supervising, resisted the revolving door for the better part of two decades.

She joined the Justice Department in 1996 as a trial attorney in the criminal division. Although she left for the United States attorney’s office in Maryland, where she ultimately became appellate chief, Ms. Raman returned to the criminal division during the financial crisis, eventually becoming Mr. Breuer’s chief of staff and principal deputy. She worked alongside Mr. Suleiman, Mr. Breuer’s deputy chief of staff.

Ms. Raman, who studied at Yale and the University of Chicago Law School, agreed to take over Mr. Breuer’s role on an acting basis when he left the criminal division last year. It was a busy period.

Ms. Raman continued a crackdown on big banks suspected of manipulating the global interest rate benchmark for credit cards and other loans. UBS, Barclays and others have collectively paid billions of dollars in penalties.

That investigation, focused on the London interbank offered rate, or Libor, led to another manipulation investigation that is expected to yield bigger penalties. The latest investigation â€" which Ms. Raman recently handed over to her successor, David O’Neil â€" is aimed at banks’ potential manipulation of foreign currencies.

Ms. Raman, who has twin nine-year-old children, left before some of her biggest cases could be announced. But now, she said, she “looks forward to watching what the department does, from the outside looking in.”



Could It Be Time to Broaden the Definition of Illegal Insider Trading?

William A. Ackman and Valeant Pharmaceuticals’ hostile bid for Allergen is giving the public a close look at how nonpublic information can be used without breaking insider trading rules.

The issue emerged after Mr. Ackman’s Pershing Square Capital Management bought a large block of Allergan shares before disclosing that it was part of a hostile bid for the company. Questions have been raised about how well the rules governing this type of trading protect investors, and whether they should be adjusted to account for new ways of doing business.

Mr. Ackman’s firm formed a partnership with Valeant as part of an unsolicited $45.6 billion takeover bid for Allergan, best known for making Botox. Pershing Square bought up almost 10 percent of Allegan’s stock before disclosing its ownership stake and the offer for the company. Once that information came to light, Allergan’s shares jumped in price, bringing Mr. Ackman a tidy paper profit immediately. He also could make even more if the bid is successful.

What makes this so unusual - at least for now - is the combination of a hostile offer with an activist investor taking a large stake in support of the transaction before its announcement. Pershing Square used confidential information about Valeant’s interest in bidding for Allergan to buy shares in a company that was virtually guaranteed to increase in price once the offer became public.

William D. Cohan asked in a DealBook analysis whether Mr. Ackman’s profit was from “what feels like insider trading.”

Allergan shareholders who sold in the days before the announcement are certainly unhappy because there was trading by someone with a significant informational advantage.

But as Mr. Ackman was quick to point out, knowledge of Valeant’s intentions came to him legally, and indeed for the very purpose of trading on it. He highlighted the legal advice of Robert S. Khuzami, the former director of enforcement at the Securities and Exchange Commission, who gave the strategy a clean bill of health under the securities laws.

And he is right that there was no illegal insider trading, even if confidential information was used to profit on the trade. The real test of determining illegal insider trading lies in establishing a breach of duty of trust and confidence by the trader.

When the source - in this case, Valeant â€" can’t buy stocks because of legal restrictions but instead shares the information with others, there is nothing improper about it - despite the aura of unfairness.

Adding to the perception that something nefarious occurred was how Mr. Ackman acquired his large stake in Allegan. Mr. Ackman’s fund took advantage of a provision of the securities laws that gives any person or group 10 days to report the acquisition of 5 percent of the shares of a publicly traded company. Pershing Square used that window to buy about 11.5 million more shares of Allegan in advance of the disclosure of Valeant’s bid.

Was Mr. Ackman taking advantage of loopholes in the law? A loophole is usually understood as an unintended consequence of ambiguity or an omission in a provision.

It is hard to say that he bent the law by using the 10-day period to acquire shares based on information properly disclosed to him. The market will always have winners and losers, and just because someone profited by taking advantage of the rules is hardly a reason to change them.

Pershing Square’s push to buy more shares of Allergan during the 10-day window may have even resulted in other traders taking advantage by front-running the firm’s orders. The stock price rose significantly in that period, and as Matt Levine wrote in BloombergView, “Whoever did it - tippees, momentum-seeking tape-reading day traders, or HFT algorithms - someone traded ahead of Ackman here.”

But even if “sauce for the goose is sauce for the gander,” there remains a certain unease about the use of confidential information to such great advantage. One rationale for the insider trading prohibition and the 5 percent ownership disclosure rule is to promote transparency in the market, so that investors can make decisions based on roughly equal information.

If transparency is a reason for punishing trades based on confidential information, then the definition of insider trading could be expanded to cover situations like Pershing Square’s purchases of Allergan shares. One way to do that is by adopting the “possession theory” of insider trading that makes any use of confidential information improper before disclosing to the market.

The S.E.C. took that position when it first began pursuing insider trading in the 1960s. The United States Court of Appeals for the Second Circuit adopted it in 1968 in S.E.C. v. Texas Gulf Sulphur Co. when it held that “anyone in possession of material inside information must either disclose it to the investing public, or, if he is disabled from disclosing it in order to protect a corporate confidence, or he chooses not to do so, must abstain from trading in or recommending the securities concerned while such inside information remains undisclosed.”

But the Supreme Court rejected that approach to insider trading in its seminal decision in Chiarella v. United States when it stated that “a duty to disclose under § 10(b) does not arise from the mere possession of nonpublic market information.”

Unlike the United States, the European Union has embraced the possession approach to what is called “insider dealings” in the Market Abuse Regulation. It states that “insider dealings arises where a person possesses inside information and uses that information by acquiring or disposing of, for his own account or for the account of a third party, either directly or indirectly, financial instruments to which that information relates.” This provision would encompass the purchases like those by Pershing Square based on confidential information.

Expanding the scope of the insider trading prohibition would make more of Wall Street subject to potential civil and criminal prosecution. But only Congress could make such a change because the law of insider trading is largely created by judges, and the Supreme Court has dictated that a violation requires a breach of duty.

It is an open question whether it’s a good idea to adopt the possession theory as the basis for insider trading cases. The potential for more prosecutions just for having confidential information could inhibit firms from trying to dig out information on companies and then trade profitably.

The 10-day window for disclosing the acquisition of a 5 percent stake in a company has also come in for criticism for giving activist investors too much time to operate secretly to amass a sizable position and then agitate for changes at a company.

The New York law firm Wachtell, Lipton, Rosen & Katz, known for defending corporate management from activist investors, submitted a proposal in 2011 to the S.E.C. to shorten the time frame in which to make the required disclosure. Pershing Square’s trading will increase the debate over whether the rule should be revised.

Greater transparency in the markets does not mean everyone will have the same information, and disparities will always exist. If the type of trading undertaken by Pershing Square is a real concern, and not merely sour grapes from those on the wrong side of its trades, then adjusting the rules on insider trading and ownership disclosure are viable options.

There is the danger of unintended consequences when a rule’s coverage is broadened, especially for conduct that can result in a criminal prosecution. The law of insider trading is hardly a model of clarity, so expanding its scope could result in cases involving conduct that is perhaps only of questionable illegality becoming subject to prosecution.



I.P.O. Linked to Football Player Opens for Trading

The football star Vernon Davis has arrived on Wall Street.

Stock linked to Davis, the San Francisco 49ers tight end, opened for trading on Monday on an exchange operated by Fantex, a start-up that has spent the last few months marketing the unusual and highly speculative deal. The trading debut - the first time Fantex has brought such shares to market - will provide a crucial test for the young company.

Fantex, a start-up in San Francisco founded by two technology executives and a venture capitalist, was dealt a setback after announcing last fall that it would sell shares linked to the future earnings of professional athletes. The company was then forced to put its inaugural initial public offering on hold when the player, Arian Foster of the Houston Texans, was placed on injured reserve.

After traveling the country to pitch the Davis I.P.O., Fantex said it sold all of the 421,100 shares, raising $4.2 million. Of that cash, $4 million will be paid to Davis, with the balance covering the costs of the deal.

The shares simulate a 10 percent interest in Davis’s future income, including the value of his playing contracts, corporate endorsements and appearance fees. For investors to make money, therefore, the total value of Davis’s future income has to exceed $42 million.

The “vast majority” of the shares were sold to individual investors, with some buying just one share and others buying the maximum allowed amount of 5 percent of the offering, Buck French, the co-founder and chief executive, said on Monday. The shares not sold to investors were purchased by Fantex.

The market for this stock will look vastly different than the New York Stock Exchange or the Nasdaq. Fantex offers no guarantee of liquidity, and the shares may be thinly traded at first. They opened around noon on Monday at $10 a share, the price that investors paid in the I.P.O.

The investment does not give buyers a direct legal right to the athlete’s income. Investors accept a range of risks, even beyond the possibility that the player could become injured.

While the stock simulates owning a portion of an athlete’s brand, it is actually an ownership interest in Fantex itself, and the company is allowed at anytime to dissolve the tracking stocks and convert them into shares of the management company.

Fantex, which at core is a sports marketing and management company, plans to promote Davis’s brand and keep 5 percent of the money generated by the investment. It also takes a 1 percent commission from both the buyer and seller in any secondary transactions in its market.

The exchange will observe unconventional trading hours. It opens at noon in New York (9 a.m. California time) and closes at 8 p.m.

“I’m just ecstatic to be here at this point,” French said. “We view it as a historical milestone both from a sports perspective and from a finance perspective.”



Why Pfizer Needs to Do More to Win AstraZeneca

Pfizer will need to pile on more pressure if it wants to buy AstraZeneca. Pfizer has confirmed that it made a $99 billion cash-and-stock approach in January for AstraZeneca, its British rival, and is now renewing its suit. AstraZeneca’s chief executive, Pascal Soriot, may ultimately struggle to resist a takeover, but he ought to be able to extract a better proposal.

The value being proposed by Pfizer looks ungenerous. Its initial approach was at 46.61 pounds a share, or about $78.33, denominated 70 percent in Pfizer stock with the remainder in cash. The premium equated to 30 percent above AstraZeneca’s market value in January - low for a major company in recovery mode.

The savings from a combination would comfortably exceed the $22 billion premium then being offered - synergies in Pfizer’s purchase of Pharmacia a decade ago would be worth as much as $50 billion. AstraZeneca shareholders would also balk at receiving shares in a company whose performance, and merger record, is mixed at best.

The proposed deal’s tax structuring is another weakness. This would require authorities in the United States to let Pfizer stay largely American, but shift its tax base across the Atlantic. This would be controversial. Every percentage point lower tax rate will add $200 million to Pfizer’s net income, Barclays estimates.

AstraZeneca has predictably already cited these issues in rebutting Pfizer. But as rejections go, the language is temperate. What is more, AstraZeneca’s hand is somewhat weakened by the revelation that it had fleeting discussions about a deal. Merger arbitrageurs will be switching into Astra stock ready to flip it to Pfizer.

Having gone public, Pfizer will want to see this through. It could come back with more value and more cash, provided it can keep within United States tax rules for inversions, which require 20 percent foreign ownership. Mr. Soriot could do with a white-knight bidder. But, like Cadbury when it faced unsolicited interest from Kraft in 2009, that does not look easy. Potential candidates for a rival deal include Sanofi, Amgen or Merck, although few may be willing to match Pfizer’s aggressive tax structuring, or take a chance on Astra’s restructuring with just a month before Pfizer’s likely bid.

Pfizer says its next bid will be based on AstraZeneca’s price on April 17. Applying a 30 percent premium to that would imply an offer of £49 a share. Citigroup argues that is only in line with AstraZeneca’s fair value, while Barclays estimates that tax benefits and synergies could justify Pfizer increasing its offer as high as £56. If Mr. Soriot cannot make Pfizer go away, he can make it pay.

Neil Unmack is a columnist at Reuters Breakingviews. For more independent commentary and analysis, visit breakingviews.com.



France Stalls G.E.’s Alstom Bid

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Managing Partner of Leonard Green to Step Down

One of the three managing partners of Leonard Green & Partners, a private equity firm based in Los Angeles, plans to step down from that role.

The managing partner, Peter J. Nolan, will become a senior adviser and will continue to serve on the boards of several portfolio companies, the firm said on Monday. The move, effective on Thursday, will allow him to devote more time to philanthropy and other activities, the firm said.

Mr. Nolan, 55, joined Leonard Green in 1997 after seven years at the investment bank Donaldson, Lufkin & Jenrette, which was bought by Credit Suisse in 2000. He previously worked at the now-defunct firm Drexel Burnham Lambert.

Leonard Green, which was founded in 1989, has invested in a number of prominent companies, including a $3 billion buyout of J. Crew with TPG Capital in 2010. It also invested $425 million in Whole Foods in 2008, ultimately earning more than five times its money. The firm has raised more than $15 billion of private equity capital since its inception.

“It has been a privilege to work with extraordinary partners and colleagues, loyal investors, and some of the most talented executives in the world at our portfolio companies,” Mr. Nolan said in a statement. “I look forward to continuing the relationships I have built over the past three decades while beginning a new chapter.”

His two managing partners at Leonard Green, John G. Danhakl and Jonathan D. Sokoloff, also worked at Drexel in the late 1980s, a tumultuous period before the investment bank collapsed amid an insider trading scandal. While at Donaldson, Mr. Nolan became the investment banker for Leonard Green.

“Peter has been a trusted friend and a colleague for 28 years, and in his capacity as a senior adviser, we will continue to benefit from Peter’s wisdom, experience and stature in the business community,” Mr. Danhakl said in a statement.

Mr. Nolan will maintain an office at Leonard Green. In an email to friends and colleagues, according to Fortune, Mr. Nolan said the career move was “100 percent my decision.”



Forest Labs to Acquire Furiex Pharmaceuticals

The wave of deal making in the drug industry continued on Monday when Forest Laboratories Inc. agreed to buy Furiex Pharmaceuticals Inc. for up to $1.46 billion.

Forest Laboratories itself is already the target of a $25 billion takeover by Actavis P.L.C. Forest Labs said in a statement on Monday that Actavis consented to the transaction and that it did not expect the deal for Furiex to alter the timing of the Actavis deal.

The deal for Furiex, which is a drug development collaboration company, expands Forest Laboratories’ offerings in gastroenterology. Forest Laboratories agreed to pay $95 a share, or about $1.1 billion in cash, which translates into a 19 percent premium to Furiex’s stock price on Friday. The company is also offering up to $30 a share, or $360 million, in contingent value rights tied to Furiex’s lead product, eluxadoline, a treatment for irritable bowel syndrome that still requires regulatory approval.

“The acquisition of Furiex builds on our growing position in gastroenterology and helps to create a leading G.I. company within Forest,” Brent Saunders, the chief executive of Forest Laboratories, said in the statement. “It is a natural extension of our G.I. business following our $2.9 billion acquisition of Aptalis earlier this year.”

Separately, Forest said it had agreed to sell Furiex’s royalties on two drugs, alogliptin and Priligy, to Royalty Pharma for about $415 million. Forest Laboratories estimated the deal would effectively reduce Forest’s purchase price by about $315 million.

Covington & Burling acted as legal counsel for Forest Laboratories. Furiex was advised by Kirkland & Ellis and Wyrick Robbins Yates & Ponton. Bank of America Merrill Lynch and Credit Suisse acted as financial advisers to Furiex.



Bank of America Suspends Buyback and Dividend Increase

Bank of America said on Monday that it was suspending its share buyback program and a planned increase in its dividend after it discovered flaws in the information it submitted to the Federal Reserve as part of the stress test process.

In a statement, the bank attributed the error to an incorrect adjustment related to the treatment of structured notes assumed in its acquisition of Merrill Lynch in 2009. As a result of the error, the bank said, its capital levels are lower than what it had disclosed to the Fed.

After the bank notified the Federal Reserve of the mistake, the Fed “is requiring the Bank of America Corporation to resubmit its capital plan and to suspend planned increases in capital distributions,” it said in a statement.

“The Federal Reserve can require a banking organization that is part of the annual Comprehensive Capital Analysis and Review (CCAR) program to resubmit its capital plan at any time if there is a material change that could potentially lead to an alteration in a firm’s capital position,” the statement said. “Bank of America must address the quantitative errors in its regulatory capital calculations as part of the resubmission and must undertake a review of its regulatory capital reporting to help ensure there are no further errors.”

Bank of America had planned to buy back $4 billion in stock and raise its quarterly dividend to 5 cents a share from 1 cent. It said it would resubmit a capital action plan but warned that it would most likely be less than the one it was just required to suspend, suggesting that investors could expect a smaller dividend increase or stock repurchase plan.

The news represents a blow for Bank of America, which had passed the stress test easily and was given authorization to increase its dividend for the first time since the financial crisis.



Doing the Math of a Bank of America Settlement

The government’s litigators have already reached several multibillion-dollar mortgage settlements with big banks. But these deals have many moving parts and can be hard to evaluate.

This is once again apparent in the settlement that the Justice Department is in the early stages of negotiating with Bank of America. The bank’s shares were down more than 2 percent on Friday, after a Bloomberg News report on Thursday suggested that the government was seeking $13 billion in penalties, on top of $9.5 billion that Bank of America agreed last month to pay to the Federal Housing Finance Agency.

A combined $22.5 billion payout would be far larger than the estimates of around $16 billion that Wall Street analysts had reached after using JPMorgan Chase’s settlement with the government last year as a template.

Bank of America was always expected to pay more than JPMorgan’s $13 billion because it issued far more mortgage-backed bonds before the financial crisis. The government is taking aim at such bonds because there is much evidence that the banks stuffed them with mortgages that fell short of agreed-upon standards. Bank of America is liable for mortgage bonds that were sold by Countrywide Financial and Merrill Lynch, firms that it acquired in 2008.

The size of a final settlement with the government matters.

A higher-than-expected sum would suggest that the Justice Department had decided to be tougher on Bank of America than on JPMorgan.

But anyone hoping for that outcome may be disappointed. To see why requires understanding each of the main components of a mortgage settlement led by the Justice Department.

A substantial part of the government’s settlement is made up of money paid to the Federal Housing Finance Agency. This is meant to be compensation for selling defective bonds to Fannie Mae and Freddie Mac, the government-run mortgage entities that the agency regulates.

Another part of the settlement takes the form of consumer relief. With this, the government requires the bank to adjust mortgages to make them more affordable for borrowers. Often, the bank does not even own the modified mortgages. So any cost of the modification is borne chiefly by investors who hold the mortgages, not the banks. The government, however, likes to include that in its total settlement figure.

The third component combines payments to other federal regulators and state attorneys general, as well as penalties to the Justice Department itself.

In an analysis prepared this year by a prominent law firm for its bank clients, Bank of America’s breakdown was: $6.7 billion to the housing finance agency; $5.2 billion for consumer relief; and $5 billion in combined payments to the other regulators and enforcement agencies.

That added up to $16.9 billion, far less than the $22.5 billion implied in the Bloomberg News article.

As investors and others try to understand the bigger number, it makes sense to look more closely at the housing finance agency portion.

Bank of America’s agreement with the agency ended up totaling $9.5 billion, far higher than in the earlier legal estimates. This is because the agreement included an unanticipated type of payout, totaling $3.2 billion, that Bank of America made to Fannie Mae and Freddie Mac to buy back mortgage securities.

The argument for counting the $3.2 billion in the total settlement is that Bank of America actually had to pay cash for the securities. The argument for leaving it out is that Bank of America got the securities in return, and they may have real value and deliver profit for the bank in the future. The bank bought the bonds at around 20 percent of their original face value. The $3.2 billion is also equivalent to around two-thirds of the $5 billion in total cash flows that would come from the bonds if they were to experience no more losses, according to a person briefed on the deal.

Without the $3.2 billion, the payment to the housing finance agency falls to $6.3 billion.

The next step is to add that $6.3 billion to Bank of America’s estimated payment of $5.2 billion for consumer relief and the estimated $5 billion in payments to other government regulators. That comes to $16.5 billion, very close to the original overall estimates.

If the government ends up getting substantially more, it may then be possible to argue that it took a tougher stance with Bank of America than it did with JPMorgan.

But there is another possibility. If the government reaches a settlement with Bank of America for $16.5 billion, and that sum includes all $9.5 billion of the money that went to the housing finance agency, the Justice Department will have effectively settled for far less from the other sources. In that case, the government would have conceded significant ground.



Doing the Math of a Bank of America Settlement

The government’s litigators have already reached several multibillion-dollar mortgage settlements with big banks. But these deals have many moving parts and can be hard to evaluate.

This is once again apparent in the settlement that the Justice Department is in the early stages of negotiating with Bank of America. The bank’s shares were down more than 2 percent on Friday, after a Bloomberg News report on Thursday suggested that the government was seeking $13 billion in penalties, on top of $9.5 billion that Bank of America agreed last month to pay to the Federal Housing Finance Agency.

A combined $22.5 billion payout would be far larger than the estimates of around $16 billion that Wall Street analysts had reached after using JPMorgan Chase’s settlement with the government last year as a template.

Bank of America was always expected to pay more than JPMorgan’s $13 billion because it issued far more mortgage-backed bonds before the financial crisis. The government is taking aim at such bonds because there is much evidence that the banks stuffed them with mortgages that fell short of agreed-upon standards. Bank of America is liable for mortgage bonds that were sold by Countrywide Financial and Merrill Lynch, firms that it acquired in 2008.

The size of a final settlement with the government matters.

A higher-than-expected sum would suggest that the Justice Department had decided to be tougher on Bank of America than on JPMorgan.

But anyone hoping for that outcome may be disappointed. To see why requires understanding each of the main components of a mortgage settlement led by the Justice Department.

A substantial part of the government’s settlement is made up of money paid to the Federal Housing Finance Agency. This is meant to be compensation for selling defective bonds to Fannie Mae and Freddie Mac, the government-run mortgage entities that the agency regulates.

Another part of the settlement takes the form of consumer relief. With this, the government requires the bank to adjust mortgages to make them more affordable for borrowers. Often, the bank does not even own the modified mortgages. So any cost of the modification is borne chiefly by investors who hold the mortgages, not the banks. The government, however, likes to include that in its total settlement figure.

The third component combines payments to other federal regulators and state attorneys general, as well as penalties to the Justice Department itself.

In an analysis prepared this year by a prominent law firm for its bank clients, Bank of America’s breakdown was: $6.7 billion to the housing finance agency; $5.2 billion for consumer relief; and $5 billion in combined payments to the other regulators and enforcement agencies.

That added up to $16.9 billion, far less than the $22.5 billion implied in the Bloomberg News article.

As investors and others try to understand the bigger number, it makes sense to look more closely at the housing finance agency portion.

Bank of America’s agreement with the agency ended up totaling $9.5 billion, far higher than in the earlier legal estimates. This is because the agreement included an unanticipated type of payout, totaling $3.2 billion, that Bank of America made to Fannie Mae and Freddie Mac to buy back mortgage securities.

The argument for counting the $3.2 billion in the total settlement is that Bank of America actually had to pay cash for the securities. The argument for leaving it out is that Bank of America got the securities in return, and they may have real value and deliver profit for the bank in the future. The bank bought the bonds at around 20 percent of their original face value. The $3.2 billion is also equivalent to around two-thirds of the $5 billion in total cash flows that would come from the bonds if they were to experience no more losses, according to a person briefed on the deal.

Without the $3.2 billion, the payment to the housing finance agency falls to $6.3 billion.

The next step is to add that $6.3 billion to Bank of America’s estimated payment of $5.2 billion for consumer relief and the estimated $5 billion in payments to other government regulators. That comes to $16.5 billion, very close to the original overall estimates.

If the government ends up getting substantially more, it may then be possible to argue that it took a tougher stance with Bank of America than it did with JPMorgan.

But there is another possibility. If the government reaches a settlement with Bank of America for $16.5 billion, and that sum includes all $9.5 billion of the money that went to the housing finance agency, the Justice Department will have effectively settled for far less from the other sources. In that case, the government would have conceded significant ground.



Revenues at the Top 100 Law Firms Rose 5.4% Last Year

The term billable hour is often the yardstick by which a lawyer’s success is measured. And among the top law firms, that measure certainly grew last year.

A group of 20 “super rich” law firms significantly outperformed their peers, according to the latest issue of The American Lawyer. For these elite firms, profit per partner rose 5.5 percent in 2013, while per-lawyer revenue increased 4.1 percent.

Over all, the top 100 firms brought in $77.4 billion last year, an increase of 5.4 percent over 2012.

The gains in revenues came in spite of increased cost-cutting by clients and pullbacks on other expenses. Some of the jump in pay can be attributed to a tight lid on hiring. While the overall number of lawyers grew as global firms expanded their ranks, the best-performing firms generally avoided adding more lawyers.

At the same time, a number of firms, including top earners, trimmed their ownership class by jettisoning partners.

“It’s a fair leap to conclude that if fewer firms had reduced their equity partner ranks, even more firms would have suffered profits-per-partner drops,” Aric Press, the editor of The American Lawyer, wrote in an introduction to the financial data. “Cutting partners tends not to be a growth strategy, except on paper.”

The richest law firms are mostly located in New York, where their main clients are banks and other financial institutions. They employ 18 percent of the 92,000-lawyer work force while earning 26 percent of the total legal fees.

Some of the lawyers at the very top of the heap include partners at law firms like Baker & McKenzie, Kirkland & Ellis and Latham & Watkins. Those partners made an average of about $3 million a year.

While the top-tier firms prospered, the annual American Lawyer list found that three-quarters of the 100 firms expanded at a slower growth rate, with average profits per partner inching up just 0.2 percent, to $1.47 million. As the legal industry becomes more finely segmented, partners in the top-tier firms earned twice as much as other firm partners in the rankings.

The five largest firms in terms of gross revenues were unchanged from 2012: DLA Piper’s total increased 1.7 percent to $2.5 billion; Baker & McKenzie’s rose 4.6 percent to $2.4 billion; Latham & Watkins, up 2.7 percent to $2.3 billion; Skadden Arps, Slate, Meagher & Flom grew 1.1 percent to $2.3 billion; and Kirkland & Ellis increased 4.1 percent to $2.1 billion.

Perhaps not surprisingly, the wealthiest partners were at New York-based firms. Per-partner profit at Fried, Frank, Harris, Shriver & Jacobson rose 24.3 percent, while that figure at Davis Polk & Wardwell jumped 22.5 percent.

Fried Frank’s 119 equity partners took home an average of $1.63 million each, and Davis Polk’s 153 partners earned $2.94 million each â€" although they were not the highest paid. Wachtell Lipton, Rosen & Katz’s compensation for its 81 equity partners was $4.76 million each, down 4.4 percent over last year, according to the American Lawyer figures.

The American Lawyer’s list also grouped together six large international firms, which are organized as loose confederations called vereins under Swiss partnership law, and calculated the performance of their member firms. According to its conclusions, both the average profit per partner sank, by 8.2 percent, and revenue per lawyer dropped, by 4.7 percent for these global firms â€" which also had larger work forces than their counterparts.



Revenues at the Top 100 Law Firms Rose 5.4% Last Year

The term billable hour is often the yardstick by which a lawyer’s success is measured. And among the top law firms, that measure certainly grew last year.

A group of 20 “super rich” law firms significantly outperformed their peers, according to the latest issue of The American Lawyer. For these elite firms, profit per partner rose 5.5 percent in 2013, while per-lawyer revenue increased 4.1 percent.

Over all, the top 100 firms brought in $77.4 billion last year, an increase of 5.4 percent over 2012.

The gains in revenues came in spite of increased cost-cutting by clients and pullbacks on other expenses. Some of the jump in pay can be attributed to a tight lid on hiring. While the overall number of lawyers grew as global firms expanded their ranks, the best-performing firms generally avoided adding more lawyers.

At the same time, a number of firms, including top earners, trimmed their ownership class by jettisoning partners.

“It’s a fair leap to conclude that if fewer firms had reduced their equity partner ranks, even more firms would have suffered profits-per-partner drops,” Aric Press, the editor of The American Lawyer, wrote in an introduction to the financial data. “Cutting partners tends not to be a growth strategy, except on paper.”

The richest law firms are mostly located in New York, where their main clients are banks and other financial institutions. They employ 18 percent of the 92,000-lawyer work force while earning 26 percent of the total legal fees.

Some of the lawyers at the very top of the heap include partners at law firms like Baker & McKenzie, Kirkland & Ellis and Latham & Watkins. Those partners made an average of about $3 million a year.

While the top-tier firms prospered, the annual American Lawyer list found that three-quarters of the 100 firms expanded at a slower growth rate, with average profits per partner inching up just 0.2 percent, to $1.47 million. As the legal industry becomes more finely segmented, partners in the top-tier firms earned twice as much as other firm partners in the rankings.

The five largest firms in terms of gross revenues were unchanged from 2012: DLA Piper’s total increased 1.7 percent to $2.5 billion; Baker & McKenzie’s rose 4.6 percent to $2.4 billion; Latham & Watkins, up 2.7 percent to $2.3 billion; Skadden Arps, Slate, Meagher & Flom grew 1.1 percent to $2.3 billion; and Kirkland & Ellis increased 4.1 percent to $2.1 billion.

Perhaps not surprisingly, the wealthiest partners were at New York-based firms. Per-partner profit at Fried, Frank, Harris, Shriver & Jacobson rose 24.3 percent, while that figure at Davis Polk & Wardwell jumped 22.5 percent.

Fried Frank’s 119 equity partners took home an average of $1.63 million each, and Davis Polk’s 153 partners earned $2.94 million each â€" although they were not the highest paid. Wachtell Lipton, Rosen & Katz’s compensation for its 81 equity partners was $4.76 million each, down 4.4 percent over last year, according to the American Lawyer figures.

The American Lawyer’s list also grouped together six large international firms, which are organized as loose confederations called vereins under Swiss partnership law, and calculated the performance of their member firms. According to its conclusions, both the average profit per partner sank, by 8.2 percent, and revenue per lawyer dropped, by 4.7 percent for these global firms â€" which also had larger work forces than their counterparts.



3 More Ex-Barclays Employees Face Charges in Libor Inquiry

LONDON â€" Regulators in Britain said on Monday that they had begun criminal proceedings against three additional former Barclays employees suspected in the manipulation of a global benchmark interest rate.

The Serious Fraud Office said that Jay Vijay Merchant, Alex Julian Pabon and Ryan Michael Reich, all former employees of Barclays in New York, would face charges of conspiracy to defraud as part of the agency’s investigation into the manipulation of the London interbank offered rate, or Libor.

The three men, who all currently live in the United States, are set to appear in Westminster Magistrates’ Court next month.

The agency, which prosecutes financial crime in Britain, did not provide additional details about the accusations.

Lawyers for the men did not immediately respond to requests for comment on Monday.

Three other former Barclays employees were charged in February, just over a year and a half after Barclays became the first bank to settle with American and British authorities over manipulation of global benchmark interest rates. It paid $450 million in penalties.

Barclays declined comment on Monday.

The new criminal proceedings are the latest development in a broadening investigation into the manipulation of major interest rates â€" a scandal that has caught up some of the world’s largest banks, including the Royal Bank of Scotland and UBS.

Libor is one of the main rates used to determine the borrowing costs for trillions of dollars in loans, including many adjustable-rate mortgages in the United States.

Twelve people in total are now facing criminal charges in Britain, including the three former Barclays employees charged on Monday. The authorities in the United States have separately brought criminal charges against several of the individuals charged in Britain.

In February, the Serious Fraud Office began criminal proceedings against Peter C. Johnson and Jonathan J. Mathew, both former rate submitters at Barclays, and Stylianos Contogoulas, a former Barclays trader.

British prosecutors have said they have identified as many as 22 people as potential co-conspirators in the investigation, but have only named the 12 people charged criminally.

To set Libor and other rates, banks submit the rates at which they would be prepared to lend money to one another, on an unsecured basis, in various currencies and at varying maturities. Investigations in the last two years have found evidence that traders at the various banks benefited from falsely reported rates.

Barclays, R.B.S., UBS, the Dutch lender Rabobank and ICAP have combined to pay more than $3 billion in fines to British and American authorities in the investigation of manipulation of various Libor-linked interest rates.

Last December, antitrust regulators in the European Union separately agreed to settle with eight financial institutions over allegations of collusion to manipulate Libor related to the Japanese yen and the euro interbank offered rate, or Euribor. Six of the institutions, including Deutsche Bank, agreed to pay a combined 1.7 billion euros, or about $2.33 billion.