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2 Private Equity Firms to Buy United Technologies Unit for $3.46 Billion

United Technologies is a step closer to paying for its takeover of the Goodrich Corporation.

Two private equity firms, the Carlyle Group and BC Partners, have agreed to buy Hamilton Sundstrand Industrial, a maker of industrial pumps and compressors, from United Technologies for $3.46 billion, the companies announced on Wednesday.

Proceeds from the transaction, which is expected to close in the fourth quarter of this year, will go toward financing United Technologies' $16.5 billion acquisition of Goodrich, which was announced in 2011. Carlyle and BC Partners are both investing in the deal, with debt financing from a group of banks.

The agreement is the latest move by United Technologies to shed noncore assets. On Monday, the company said it agreed to sell its Rocketdyne unit to GenCorp for $550 million. In March, United Technologies said it planned to sell about $3 billion worth of assets to help pay for the Goodrich deal.

Hamilton Sundstrand Industr ial comprises three businesses, which make components used in industries like energy and mining. United Technologies, which is based in Hartford, Conn., makes elevators and aircraft engines.

“We believe Hamilton Sundstrand Industrial's strong product mix combined with secular growth trends in the energy, chemicals and industrials sectors create attractive long-term growth prospects for the company,” Vipul Amin, a principal of the Carlyle Group, said in a statement.

The buyers were advised by Citigroup and RBC Capital Markets, and the law firm Latham & Watkins. A host of banks - Citigroup, Credit Suisse, Deutsche Bank, Morgan Stanley, RBC Capital Markets and UBS - have committed financing.



Facing Congress, Geithner Grilled on Rate Rigging

Timothy F. Geithner was questioned sharply on Wednesday about the rate-rigging scandal that has consumed the banking industry, as lawmakers at a House hearing asked why he had failed to thwart wrongdoing during the financial crisis.

Republicans took aim at Mr. Geithner for, in their view, going easy on Wall Street despite knowing that some banks had been trying to manipulate a key interest rate. When he ran the Federal Reserve Bank of New York in 2008, Mr. Geithner advocated broad reforms to the rate-setting process rather than curbing the bad behavior at specific banks.

Mr. Geithner, now the Treasury secretary, also acknowledged on Wednesday that he had never alerted federal prosecutors to the wrongdoing. The revelation further stoked the ire of Republicans, including some regular detractors of Mr. Geithner.

“It appears you treated it as almost a curiosity, or something akin to jaywalking, as opposed to highway robbery,” said Jeb Hensarling, Republic an of Texas.

The hearing before the House Financial Services Committee was the latest forum to scrutinize regulators' role in the rate manipulation scandal. Lawmakers have pressed the New York Fed and its British counterparts to explain why illegal actions went unchecked for years.

But Mr. Geithner escaped relatively unscathed from the more than two-hour hearing. Even as Republicans denounced Mr. Geithner for his actions as president of the New York Fed, many Democrats rushed to his defense. Barney Frank, a Massachusetts Democrat, declared that it was the banks, not regulators, that “grievously misbehaved.”

Mr. Geithner, who on Wednesday was also asked to outline the broader state of Wall Street regulation, challenged his Republican critics. In testimony, Mr. Geithner said that he was “very concerned” about the interest rate problem and he had promptly notified other regulators about his worries.

British authorities who oversee the rate, he sa id, failed to heed his warnings.

“We took the initiative to bring those concerns to the attention of the broader U.S. regulatory community,” Mr. Geithner said, referring to the Commodity Futures Trading Commission and Securities and Exchange Commission. “I believe we did the necessary and appropriate thing very early in the process.”

The controversy centers on the London interbank offered rate, or Libor, a measure of how much banks charge to lend to one another. Libor, lawmakers observed, is entwined in the financial system as a benchmark for trillions of dollars in mortgages and other loans.

A global investigation into more than a dozen big banks has now called into question the integrity of the important rate. Last month, Barclays struck a $450 million settlement with American and British authorities over accusations that it had undermined Libor to bolster its trading profits and project a strong image of its health, the first action to stem from the multiyear inquiry.

On Wednesday, the European Commission announced plans to make the manipulation of benchmark interest rates a criminal offense.

Barclays on Wednesday also disclosed the resignation of Alison Carnwath, head of the firm's compensation board committee, in the latest shake-up at the beleaguered bank. She is leaving for undisclosed personal reasons. The firm's chairman, Marcus Agius, and chief executive, Robert E. Diamond Jr., have agreed to step down amid the inquiries into Libor.

The New York Fed learned in April 2008 that Barclays had been artificially depressing its rates. “We know that we're not posting, um, an honest” rate, a Barclays employee told a New York Fed official.

Mr. Geithner said he was not then aware of “that specific conversation.”

But that same day, New York Fed officials wrote in a weekly internal memo that the problem was widespread. “Our contacts at Libor contributing banks have indicated a tende ncy to underreport actual borrowing costs,” New York Fed officials wrote. At the time, high borrowing costs were a sign of poor health.

Even after discovering that banks were manipulating Libor, the New York Fed pursued a somewhat passive approach. When Mr. Geithner briefed other American regulators on Libor in May 2008, he did not disclose the specific wrongdoing at Barclays.

Republicans also seized on Mr. Geithner's acknowledgment that he had not notified the Justice Department about the illegal behavior. The Justice Department, he explained, did not belong to the group of regulators that were focused on Libor.

In response to the criticism, Mr. Geithner pointed to his past efforts to reform Libor. He noted the New York Fed had repeatedly pressed for an overhaul of the rate-setting process. In a June 2008 e-mail to the Bank of England, the country's central bank, Mr. Geithner recommended that British officials “eliminate incentive to misreport” Libor .

The New York Fed then advocated fixes more forcefully than its British counterparts, records show. British authorities later adopted only some of Mr. Geithner's recommendations.

“We gave them very specific detailed changes,” Mr. Geithner said, adding that “if more of those would have been adopted sooner, you would have limited the risk.”

But Randy Neugebauer, Republican of Texas, questioned why the New York Fed had focused on policy solutions rather than the overt legal violations. “If they were having structural problems, then I think your e-mail was appropriate,” said Mr. Neugebauer, who is leading an investigation into how the New York Fed had handled the Libor scandal. “But what was being disclosed here was fraud.”

Ultimately, Mr. Geithner said, responsibility rests with the British regulators. “We felt, and I still believe this, it was really going to be on them to fix this.”

Democrats echoed his argument. “I for one am not part of the ‘blame America first' crowd,” said Brad Sherman, Democrat of California.

Other Democratic lawmakers praised Mr. Geithner for championing reforms to Libor.

“There's been an effort to blame you for all of this,” said Mr. Frank, the ranking Democrat on the committee. But that is a surprising stance for Republicans, he said, given their general aversion to regulatory authority.

Or, as Michael E. Capuano, Democrat from Massachusetts, asked Mr. Geithner about the Republican complaints, aren't they “hypocritical?”

Mr. Geithner replied, “I would leave that to others to say.”



In Spat Between Citigroup and Morgan Stanley, Appraisers Are Called In

Brokerage firms were once the bread and butter of Wall Street. Still, a recent spat between Morgan Stanley and Citigroup has exposed just how hard it is for even the experts in the business to quantify the value of such operations.

During Morgan Stanley's earnings call last Thursday, its chief executive, James P. Gorman, trumpeted the strengths of its brokerage unit, saying it was an important business for the bank. Yet just a few days earlier, as part of deal negotiations with Citigroup, Morgan Stanley placed a surprisingly low valuation on that very same unit.

That apparent disconnect reveals the high stakes that exist as Morgan Stanley wrangles with Citigroup over acquiring a bigger slice of the unit they jointly own, Morgan Stanley Smith Barney. The unit â€" formed of the union of Citigroup's Smith Barney side and Morgan Stanley's brokerage businesses - manages the assets of wealthy individuals and is headed by Gregory J. Fleming. Mr. Gorman has said that he wants it to play a big role in Morgan Stanley's future.

On a conference call last Thursday, Mr. Gorman was enthusiastic about Morgan Stanley Smith Barney. “Our wealth management business will considerably increase its value to our clients and financial advisers through superior functionality and to our shareholders through enhanced and stable earnings,” he said.

The bank bought a 51 percent stake in Morgan Stanley Smith Barney from Citigroup in 2009, and the current talks are over the price it should pay for an additional 14 percent of the unit.

In a financial filing last Thursday about the deal talks, Citigroup implied that Morgan Stanley had come to the table with a bid that places the value of all of the operations of Morgan Stanley Smith Barney at around $9 billion. Citigroup, however, says it's worth about $23 billion. Because of the distance between the bids, both banks now have to call in a third-party appraiser, the investment bank Perella Weinberg Partners.

Executives from Morgan Stanley Smith Barney will give an overview of the business to Perella Weinberg, in a meeting scheduled for Thursday at Morgan Stanley's offices in Purchase, N.Y., according to people briefed on the talks but not authorized to speak on the record because the discussions are private.

Officials from Citigroup and Morgan Stanley will also be in attendance at that first meeting with the appraisers, these people said. Representatives for both companies declined to comment on the meeting.

Then, next week, Citigroup and Morgan Stanley will individually make their case to Perella Weinberg.

The gap between both valuations is likely driven in part by negotiating tactics. Morgan Stanley wants to have full control over the business for as low a price as possible. Meanwhile, Citigroup is likely to want it to be worth more; if it's worth less than Citigroup estimates, the bank, under accounting rules, will be forced to make a write-down on its balance sheet. That could lead to a large and possibly embarrassing charge against earnings and capital.

If Perella Weinberg comes up with a valuation that is far off both banks' bids, it could call into question the accuracy of their balance sheets.

According to a recent filing, Citigroup's balance sheet gives Morgan Stanley Smith Barney a value of around $22 billion, which is comparable to what it has told Morgan Stanley it is worth.

Morgan Stanley hasn't stated the precise value its balance sheet places on the unit, but filings suggest it could be $10 billion to $14 billion. The upper end of that range is far off the $9 billion implied in its bid for the 14 percent stake.Citigroup may have most to lose if the appraisal comes far from its valuation.

Wall Street analysts value Morgan Stanley Smith Barney around $15 billion. But that would be $7 billion below Citigroup's valuation. In such a case, Citigroup would book a loss, thoug h only on its stake, so it would be less than $3.5 billion. That would hurt some important measures of capital, but not others. Any hit to capital would not escape the notice of regulators, like the Federal Reserve, which earlier this year rejected Citigroup's request to return more capital to its shareholders.

But Morgan Stanley may also face some questions on its decision to emphasize its wealth management business. Morgan Stanley's trading businesses are underperforming right now, so it is even more dependent on its wealth management unit.

If Perella Weinberg ends up attaching a value on the low side, close to $9 billion, analysts say it could lead Morgan Stanley shareholders to have doubts about the wealth management business, too.



Morning Take-Out

TOP STORIES

New York Fed Faces Questions Over Policing Wall StreetNew York Fed Faces Questions Over Policing Wall Street  |  As the Federal Reserve Bank of New York faced criticism for missing a multibillion-dollar trading loss at JPMorgan Chase, the regulator convened a town hall meeting in May to bolster employee morale. Two months later, the New York Fed staff members huddled again, after lawmakers questioned why the regulator had failed to rein in banks that manipulated benchmark interest rates.

“We were told to keep our heads down and stay focused,” said one person present at the July meeting, who requested anonymity because the gathering was not public.

The New York Fed, whose weaknesses were firs t exposed when the financial crisis hit, is undergoing a new trial by fire as it grapples with how to police Wall Street. While the regulator has revamped its approach to overseeing the nation's biggest banks since the crisis, recent black eyes suggest that fundamental problems persist.

Lawmakers will most likely focus on the record of the New York Fed when Timothy F. Geithner, the regulator's former president, testifies on Wednesday before the House Financial Services Committee. Mr. Geithner, now the Treasury secretary, will appear before a Senate panel on Thursday. DealBook '

 

When Picking a C.E.O. Is More Random Than Wise  |  What makes the perfect chief executive? If the way corporate boards at Yahoo and Duke Energy picked chief executives is any indication, it may be up to chance in large part, the Deal Professor writes.

Take Mar issa Mayer, the newly appointed chief of Yahoo. The Yahoo board decided to go with youth and decisiveness over experience. In doing so, the company has agreed to pay a package that could exceed more than $100 million over five years if Ms. Mayer works out. Is she the right choice? It is hard to know. DealBook '

 

DEAL NOTES

At Goldman Sachs, Something in the Water  |  Discolored tap water afflicted Goldman's gleaming new headquarters in Lower Manhattan earlier this month. DealBook '

 

On Wall Street, Gender Bias Runs Deep  |  Women make up more than half of the work force in the financial industry but are chief executives at fewer than 3 percent of American financial compan ies, Luisita Lopez Torregrosa reports for The International Herald Tribune. DealBook '

 

Adjusting to a Culture of Less Risk  |  Bloomberg News reports that some financial workers are finding solace in activities like the combat sport Muay Thai, as Wall Street jobs are affected by new regulations and economic malaise. “There's no sexiness, there's no fun, there's no intellectual intrigue, either,” Ethan Garber, who ran proprietary portfolios for Credit Suisse and Bear Stearns, told Bloomberg. bloomberg news

 

Where Have Wall Street's Good Times Gone?  |  Reuters writes: “Ever since the financial crisis, U.S. banks and their investors have held out hopes of a return to the good times, when lending profits steadil y rose and commercial and investment banking flourished together. But analysts and investors are now questioning whether things have changed for good.” reuters

 

 

Mergers & Acquisitions '

Shareholders of London Metal Exchange Back $2.1 Billion Takeover  |  Hong Kong Exchanges and Clearing won overwhelming support from London Metal Exchange's shareholders for its $2.1 billion takeover deal. DealBook '

 

Hong Kong Tycoon to Pay $1 Billion for British Gas Firm  |  The bid for MGN Gas Networks by four entities controlled by Li Ka-shing, Asia's richest person, seeks to broaden his global footprint in the energy sector. DealBook '

 

The Return of Merger Monday, July Edition  |  Deals normally evaporate in the middle of the summer as the temperature rises and bankers decamp for the beach. But the start of this week proved to be an exception to the rule and again revived the concept of a “Merger Monday.” DealBook '

 

Cnooc's $15 Billion Deal Expected to Secure Approval  |  The Chinese energy giant's bid for Nexen “offers enough incentives to pass a likely lengthy Canadian government vetting process, said investment bankers and attorneys,” The Wall Street Journal reports. wall street journal

 

Inside Cnooc's Nexen Deal  |  Reuters reports: “Nexen had been on the wish list of Chinese state oil company Cnooc for five years. The removal of C.E.O. Marvin Romanow was just the opening the Chinese needed to make their move, according to sources familiar with the situation.” reuters

 

Qatar Fund Increases Stake in Xstrata  |  Qatar Holding, which is tussling with Glencore International over the terms of the trading firm's takeover of Xstrata, increased its stake in Xstrata to more than 11 percent, according to Reuters. reuters

 

Fate of Tiger Beer to Be Decided by Friday  |  The board of Fraser and Neave is weighing offers for its Tiger Beer asset, Reuters reports. reuters

 

INVESTMENT BANKING '

Former Lehman Operating Chief Puts Mansion Up for Sale  |  Joseph M. Gregory, Lehman Brothers' former chief operating officer, led a lavish lifestyle. It now seems that he has listed his Long Island mansion for sale, with an asking price of $22 million. DealBook '

 

Bond Trading Loses Some Swagger  |  Tighter regulations and electronic technology are revolutionizing the once-stodgy bond market, threatening profits and jobs, Nathaniel Popper and Peter Eavis write in The New York Times. DealBook '

 

Investment Banks Cut Jobs in Asia  |  According to the research firm Coalition, 18 percent of global layoffs from m ajor banks happened in Asia in the first quarter, compared with 8 percent in 2011, The Wall Street Journal reports. wall street journal

 

Perella Weinberg to Assess the Value of a Brokerage Firm  |  The investment bank Perella Weinberg Partners has been called in to offer an assessment of Morgan Stanley Smith Barney, which is valued very differently by its two owners, Morgan Stanley and Citigroup, Reuters reports, citing two unidentified people familiar with the assignment. reuters

 

Bank Analyst Sees Little Benefit in Friendly Service  |  Richard X. Bove, the outspoken bank analyst, got a taste of unhelpful customer service at his Wells Fargo branch in Tampa, Fla. But the conclusion he reached, in a subsequent rese arch note, was that customer service might actually distract banks from the more important job of selling products and managing risk, The New York Times reports. “I'm struck by the fact that the service is so bad, and yet the company is so good,” he wrote. new york times

 

Wells Fargo's Murky Assets  |  Among big banks, Wells Fargo had the highest percentage of so-called Level 3 assets, which are relatively difficult to value, according to Standard & Poor's, Bloomberg News reports. bloomberg news

 

Deutsche Bank Blames Weak Euro for Drop in 2nd-Quarter Profit  |  The preliminary earnings report demonstrates the challenges facing Anshu Jain and Jürgen Fitschen, who took over in May as co-chief executives of Deut sche Bank. DealBook '

 

Goldman Official Tries Out a Bigger Role  |  Elizabeth Beshel Robinson, Goldman Sachs's treasurer, had a prominent role during a conference call this week, fueling speculation that she may be in line to succeed David A. Viniar as chief financial officer, The New York Post reports. new york post

 

Bankia Said to Plan to Spread Payments Over Time  |  Bloomberg News reports: “Spain's Bankia group wants to pay holders of 3 billion euros ($3.6 billion) of its preferred shares most of their money back, though not for years to come, a person with direct knowledge of the matter said.” bloomberg news

 

P RIVATE EQUITY '

Ancestry.com Is Said to Be in Talks for a Buyout  |  The genealogy Web site is in discussions with TPG Capital and Providence Equity Partners and Permira, according to people with knowledge of the matter. DealBook '

 

Clayton Dubilier Sells Off Last of Its Sally Beauty Shares  |  Clayton Dubilier & Rice said on Tuesday that it was selling its final holdings in Sally Beauty Holdings, garnering some $1.9 billion in proceeds from its investment. DealBook '

 

Carlyle Hires Liguori as Media Adviser  |  The Carlyle Group says it has hired Peter Liguori, a former Discovery Communications chief operating officer, as an adviser to t he firm's telecommunications and media group. DealBook '

 

Hong Kong Firm Raises $1 Billion for Energy Fund  |  The private equity firm Kerogen Capital, based in Hong Kong, plans to use its new energy fund to invest in regions that cater to Asia, Reuters reports. reuters

 

China Allows Insurers to Invest More in Private Equity  |  Insurers in China will be allowed to invest up to 10 percent of their assets in private equity, compared with 5 percent previously, Reuters reports. reuters

 

HEDGE FUNDS '

Third Point Increases Stake in Yahoo  |  A ccording to a filing with the Securities and Exchange Commission on Tuesday, Daniel S. Loeb's Third Point, the activist fund that pushed for changes at Yahoo, now owns more than 73 million shares of the company, or about 6 percent, Reuters reports. reuters

 

Greenlight Capital Exits Best Buy Investment  |  David Einhorn said in a letter to investors that his fund had taken a “loss” on Best Buy when “unexpected problems emerged,” Reuters reports. The letter said the fund declined 3.2 percent in the second quarter. reuters

 

Hedge Fund Managers Back Same-Sex Marriage  |  A group of Republican-leaning hedge fund managers, including Paul Singer, Clifford S. Asness and Daniel S. Loeb, is supporting efforts to leg alize same-sex marriage in four states, The Financial Times reports. financial times

 

Hedge Funds Square Off Over Tribune Bankruptcy  |  A judge approved a plan to give control of the Tribune Company to a group of creditors led by Oaktree Capital and other firms. But other creditors, like Aurelius Capital Management, have appealed the decision, FINalternatives reports. finalternatives

 

I.P.O./OFFERINGS '

Netflix Contends With Shrinking Subscriptions  |  Netflix reported a return to profitability in the second quarter, but investors were spooked by news that a decline in subscriptions for the company's DVD-by-mail business outpaced gains in streaming subscriptions, the Media Decoder blog reports. new york times media decoder

 

Knight Capital Expected to Support Nasdaq's Compensation Plan  |  The Knight Capital Group, which says it took a loss trading Facebook, is “likely to express support” for Nasdaq's plan to compensate brokers for losses related to Facebook's debut, The Wall Street Journal reports, citing an unidentified person familiar with the broker's position. wall street journal

 

Europe's Crisis Looms Over United States I.P.O.'s  |  The Financial Times writes: “Europe's woes have sent a widely watched measure of U.S. market volatility higher just as weak equity capital markets in New York look to rebound from the fallout from Facebook's much-criticized public debut in May.” financial times

 

Malaysian Hospital Operator Rises on Debut  |  The stock of IHH Healthcare rose nearly 10 percent on Wednesday, after attracting $2.1 billion in the company's initial offering of shares, Reuters reports. reuters

 

VENTURE CAPITAL '

New Enterprise Associates Raises $2.6 Billion Fund  |  The venture capital firm New Enterprise Associates, which has backed Groupon and Diapers.com, has raised $2.6 billion for its latest fund. DealBook '

 

Square Expects New Financing an   d a Loftier ValueSquare Expects New Financing and a Loftier Value  |  The mobile payments start-up Square, best known for its pint-size credit card reader, is close to raising about $200 million, which would give the company an implied valuation of $3.25 billion. DealBook '

 

Tenaya Capital Raises a $372 Million Fund  |  The latest fund is the venture capital firm's first since it spun out of Lehman Brothers in September 2008. wall street journal

 

Twitter Plans an Archiving Function  |  Dick Costolo, Twitter's chief executive, told The New York Times, “We're working on a tool to let users export all of their tweets.” H e added, “You'll be able to download a file of them.” new york times bits

 

LEGAL/REGULATORY '

Technology Analyst Expected to Plead Guilty in Insider CaseTechnology Analyst Expected to Plead Guilty in Insider Case  |  John Kinnucan, founder of Broadband Research, based in Portland, Ore., is expected to plead guilty on Wednesday to sharing secret information about technology companies with money managers. DealBook '

 

JPMorgan Settles Credit Card Lawsuit  |  JPMorgan Chase has agreed to pay $100 million to settle a lawsuit filed by customers who said that the nation's largest bank raised minimum payments due on credit cards to generate more fees. DealBook '

 

Fed Expected to Favor New Stimulus if Economy Lags  |  The New York Times reports: “A growing number of Federal Reserve officials have concluded that the central bank needs to expand its stimulus campaign unless the nation's economy soon shows signs of improvement, including job growth.” new york times

 

Soccer Case Highlights Differences Between U.S. and English Bankruptcy Law  |  A British judge found that a rule favoring the claims of a soccer team's players and its league did not violate English bankruptcy law, writes Stephen J. Lubben, DealBook's In Debt columnis t. DealBook '

 

European Officials Approach Antitrust Settlement With Google  |  European regulators said recent concessions by Google could lead to a settlement, according to The Associated Press. associated press

 

Moody's Dims Outlook for Europe's Bailout Fund  |  A day after it reduced its outlook for the ratings of Germany, the Netherlands and Luxembourg, Moody's assigned a “negative” outlook for the euro zone's temporary rescue fund, The Associated Press reports. associated press

 

Europe's Medicine Weakens Greece  |  The New York Times writes: “Greece's lenders say they will not finance the country any further unless it meets its goals. But many experts say that the targets were never within reach and that pushing three increasingly weak Greek governments to comply has only profoundly damaged the economy.” new york times

 



JPMorgan Settles Credit Card Lawsuit

JPMorgan Chase agreed to pay $100 million to settle a lawsuit filed by customers who said that the nation's largest bank increased monthly minimum payments due on credit cards to generate more fees.

The settlement, filed in court on Monday, needs to be approved by a judge. It potentially ends a federal lawsuit filed three years ago in San Francisco. The lawsuit accuses JPMorgan of improperly increasing cardholders' minimum payments due to 5 percent of balances, from 2 percent, in 2008 and 2009.

Credit card customers argued that the bank increased payments on borrowers who could not afford to pay more, ultimately creating more income from late fees.

JPMorgan argued in its court filings that the increase in monthly payments was reasonable and sensible.



When Picking a C.E.O. Is More Random Than Wise

What makes the perfect chief executive? If the way corporate boards at Yahoo and Duke Energy picked chief executives is any indication, it may be up to chance in large part.

Take Marissa Mayer, the newly appointed chief of Yahoo. She is a Stanford graduate, age 37, and Google's 20th employee. Until her new gig, Ms. Mayer was one of Google's stars and helped develop Gmail. She was a well-known face for Google, serving on the board of Wal-Mart Stores, attending White House state dinners and appearing as a regular member of Fortune's 40 under 40 of the hottest young business executives. In the ultimate sign of tech prominence, she has almost 200,000 Twitter followers.

Why her? According to the tech blog All Things D, she was thought to be a decisive and “disruptive agent of change” pushed by Daniel S. Loeb, the manager of the hedge fund Third Point, which owns about 6 percent of Yahoo. (Third Point disclosed in a regulatory filing on Tuesday that it had purch ased an additional 2.5 million Yahoo shares.) Ms. Mayer is also from Google's technology and product side, an area that Yahoo wants to focus on as it struggles to define itself either as an Internet company like Google or a media company, its main source of revenue.

Ms. Mayer is now the youngest chieftain of a Fortune 500 company. She has no experience running a public company or reorganizing one, something that Yahoo desperately needs. And in her previous job, she had an almost embarrassment of riches in terms of money and people, something that Yahoo lacks, at least on Google's scale.

The Yahoo board decided to go with youth and decisiveness over experience. In doing so, the company has agreed to pay a package that could exceed more than $100 million over five years if Ms. Mayer works out.

Is she the right choice? It is hard to know.

There is little solid analysis on what makes an effective chief executive. Most of it is in the form of quasi self-h elp books like “The 7 Habits of Highly Effective People” and “Good to Great: Why Some Companies Make the Leap … and Others Don't.” Even these are remarkably vague, often citing factors like being “proactive.” Academic research is also not particularly helpful either, and often looks at youth versus maturity and experience. (Maturity typically wins.)

The consequence of this uncertainty is reflected in the high failure rate of chief executives. According to the Harvard Business Review, two out of five chief executives fail in their first 18 months on the job.

This all makes the choice of a chief executive a product of the board's vision and personalities rather than one of studied research on what characteristics the person needs.

This creates its own problems, as the drama unfolding in the merger of Duke Energy and Progress Energy illustrates. Directors took only hours after the merger to replace William D. Johnson, the Progress chief who was t o run the combined company, with James E. Rogers of Duke.

The reason given in testimony by Ann Gray, the lead director of the combined company, is that Mr. Johnson withheld information about repairs at the company's nuclear plan in Crystal River, Fla. More tellingly, Ms. Gray testified that the directors thought Mr. Johnson was imperious and that he had described himself to the board as “a person who likes to learn but not be taught,” leading the Duke directors to conclude that their input was not sought.

Both Mr. Johnson and Mr. Rogers are former lawyers who worked in private practice and appeared to graduate at the top of their class. Both also rode successive mergers to be leaders at their companies. They have remarkably similar backgrounds. This dispute can be chalked up to different personalities and cultures rather than finding the best person for the job.

All this suggests that boards picking chief executives are essentially acting on their hunch es and reflecting their own biases in their decision-making.

Culture and personality appeared to play a part in Ms. Mayer's selection as her search was reportedly heavily influenced by Mr. Loeb's presence. He's a brash, outgoing hedge fund activist who has made one of the biggest bets in his career with Yahoo. Picking someone like Ms. Mayer, who is known for her decisiveness, will play well with the Silicon Valley crowd, mitigating her negatives of inexperience and perhaps youth. After all, 37 is practically ancient in the hedge fund universe, as it is in Silicon Valley.

Compare this with how the search is likely to have unfolded if Yahoo's board had viewed itself as a media company. In that industry, top executives come up through the ranks. Leslie Moonves, the chief of CBS, is typical. He's 62 and has been in the industry almost his entire life. Robert A. Iger of the Walt Disney Company is 61 and is also deeply experienced of the industry. Ms. Mayer would never have come close to being picked.

This all means that the selection of a chief seems more about group decision-making than anything else. And group decision-making can be quite random.

I'm reminded of an exercise I once did at an old law firm retreat run by a group of consultants. We were divided into five groups of 10 people each. Each group was given the same 10 résumés and told to pick the best candidate for an executive position and rank the rest. Not surprisingly, group dynamics took hold and each group selected a different rank and almost all selected a different top pick.

This result is in accord with research on small-group dynamics and decision-making. The selection of executives is influenced by directors' own biases and backgrounds. Media boards tend to be directors who pick media people of a certain type; similarly with technology boards. This is influenced by a group negotiation process that depends on the people and personalities involved. I n the end, these boards tend to pick people who reflect themselves and the world they already know - something that psychologists call the confirmation bias.

The decision to pick a chief executive is often steered by flocks of high-level recruitment consultants. Recruiters are paid millions to have a stable of candidates that they feed to boards, steering the process in pursuit of the board's sometimes ill-defined wishes. This inherently limits the pool of candidates and further pushes boards to confirm their own biases in any selection.

Ms. Mayer and Mr. Rogers may do terrific jobs at their companies. But their appointments do not necessarily mean that they are the best candidates. Rather, their selection is a result of random and nonrandom factors, something that is anything but a perfect process.

Steven M. Davidoff, writing as The Deal Professor, is a commentator for DealBook on the world of mergers and acquisitions.


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Technology Analyst Expected to Plead Guilty in Insider Case

A technology research analyst who gained notoriety for taunting the federal government over its pursuit of insider trading is expected to plead guilty in United States District Court in Manhattan on Wednesday, according to people briefed on the matter.

John Kinnucan, founder of Broadband Research, based in Portland, Ore., is expected to plead guilty to sharing secret information about technology companies with money managers in exchange for cash.

People briefed on the matter spoke on the condition of anonymity ahead of the formal entering of the plea.

The government's case against Mr. Kinnucan included wiretaps, phone records, instant messages and cooperating witnesses.

Mr. Kinnucan relied on a wide web of sources, including senior employees at SanDisk and Flextronics as well as insiders at the technology firm F5 Networks, who freely shared insider information with him in exchange for cash and gifts, according to prosecutors. Those gifts included in vestments in start-ups, sharing a beach house and lavish meals, prosecutors said.

After obtaining the tips, Mr. Kinnucan shared that information with hedge fund clients in Texas and California, the government's complaint states. He charged his clients $30,000 a quarter, prosecutors said.

At one time, Mr. Kinnucan's clients included the large hedge funds Citadel in Chicago and SAC Capital Advisors in Stamford, Conn. Mr. Kinnucan emerged as one of the government's most vociferous critics during its wide-ranging crackdown on insider trading. He refused to cooperate with the authorities, disparaging the federal agents who came to his home in late 2010 as “fresh-faced eager beavers” in a letter to clients warning of the government's investigation.

In its multiyear case, the government has ensnared a number of analysts and hedge fund managers. It won big victories against Raj Rajaratnam, the billionaire founder of the Galleon Group hedge fund, and Rajat K. Gu pta, a former board member of Goldman Sachs. It has also involved low-level employees including Bonnie Hoxie, a secretary at Disney who tried to sell inside information about the company.

But the case against Mr. Kinnucan was among the most peculiar. His letter to clients about the investigation went viral, showing up in news accounts and on blogs across the country.

He began to grant dozens of interviews, where he continued to attack the government's efforts. In commentaries, he styled himself as an individual willing to stand up against the government's persecution of what he said were perfectly legal tactics.

But as the months wore on, his communications began to grow increasingly outlandish. He began to threaten the federal agents in charge of the case. He taunted them with racial epithets and expletives. He left a voice mail for one United States attorney stating: “Too bad Hitler's not here. He'd know what to do with you,” according to a government motion to deny bail in the case.

In February, agents arrested him at his Portland home and charged him with insider trading.

While facing charges, Mr. Kinnucan retained and dismissed several lawyers. His current lawyer could not be immediately reached for comment.



Former Lehman Operating Chief Puts Mansion Up for Sale

The wind-down of Joseph M. Gregory's once vast fortune has hit a new level: Lehman Brothers' former chief operating officer has listed his Long Island mansion for sale.

Daniel Gale Sotheby's International Realty has listed a six-bedroom, eight-bathroom house in Lloyd Harbor, N.Y. The street address of the property - which includes a 15,000-square-foot main house and a 6,000-square-foot guest house - matches public records for Mr. Gregory. The asking price is $22 million.

Mr. Gregory's home was one of several abodes owned by Lehman executives on Long Island's North Shore, the so-called Gold Coast of glittering mansions. So closely knit were top Lehman managers that they vacationed together and car-pooled together, according to a 2010 article in Vanity Fair.

But unlike many of those executives, Mr. Gregory had a proclivity for conspicuous consumption. A longtime lieutenant to Lehman's chief executive, Richard S. Fuld Jr., he was known for leading a highfly ing lifestyle that included taking a helicopter from his Lloyd Harbor home to Lehman's offices.

From “Too Big to Fail,” by DealBook's Andrew Ross Sorkin:

Few seemed to flaunt their personal wealth as much as he did. The helicopter commute was just the start of it. He and his wife, Niki, bought a house in Bridgehampton for some $19 million, and even though it was completely decorated, they had it redone top to bottom with their own designer. He drove a Bentley and encouraged his wife to take shopping trips to Los Angeles via a private plane.

But to finance his reportedly $15 million a year in expenses with a fortune mostly tied up in Lehman stock, Mr. Gregory kept his holdings in a margin account. He eventually resigned from the firm in 2008, as Mr. Fuld faced pressure from numerous members of his own executive committee over the investment bank's deteriorating financial health.

After Lehman filed for bankruptcy in 2008, Mr . Gregory has steadily sold off parts of that fortune. Among the first to go were the helicopter and a $4.4 million Park Avenue apartment. He also reportedly tried to sell his Hamptons home in 2010, two years after initially trying to find a buyer.

News of Mr. Gregory's latest real estate listing was reported earlier by Business Insider.



New York Fed Faces Questions Over Policing Wall Street

As the Federal Reserve Bank of New York faced criticism for missing a multibillion-dollar trading loss at JPMorgan Chase, the regulator convened a town hall meeting in May to bolster employee morale.

Two months later, the New York Fed staff huddled again, after lawmakers questioned why the regulator had failed to rein in banks that manipulated key interest rates.

“We were told to keep our heads down and stay focused,” said one person present at the July meeting who requested anonymity because the gathering was not public.

The New York Fed, whose weaknesses were first exposed when the financial crisis hit, is undergoing a new trial by fire as it grapples with how to police Wall Street. While the regulator has revamped its approach to overseeing the nation's biggest banks since the crisis, recent black eyes suggest that fundamental problems persist.

Lawmakers will most likely focus on the record of the New York Fed when Timothy F. Geithner, the r egulator's former president, testifies on Wednesday before the House Financial Services Committee. Mr. Geithner, now the Treasury secretary, will appear before a Senate panel on Thursday.

The regional Fed bank, by virtue of its location in Lower Manhattan, is on the front line of financial regulation. With examiners stationed inside the banks, the regulator has a wide window into the inner workings of these institutions.

But the New York Fed does not have enforcement power like many American regulators. Instead, it reports potential wrongdoing to other agencies or the central bank, the Federal Reserve, and leaves its counterparts to dole out punishments if necessary.

The New York Fed's mission, officials say, is to broadly protect the health and safety of the financial system - not to micromanage individual banks.

“They focus on safety and soundness of the banks, which ultimately means they are not particularly focused on market manipulation,” sai d Sheila C. Bair, the former chairwoman of the Federal Deposit Insurance Corporation, another regulator.

In recent years, the New York Fed has beefed up oversight. Under the president, William C. Dudley, the regulator has increased the expertise of its examiners and hired new senior officials.

Even so, the JPMorgan debacle and the interest-rate investigation have raised questions about the New York Fed. They highlight how the regulator is hampered by its lack of enforcement authority and dogged by concerns that it is overly cozy with the banks.

Mr. Geithner is expected to face questions from lawmakers on Wednesday about the rate-rigging inquiry that has ensnared more than a dozen big banks. In June, Barclays agreed to pay $450 million to authorities for manipulating the London interbank offered rate, or Libor.

Since the settlement, Mr. Geithner has heralded his efforts to reform the rate-setting process in 2008. But the New York Fed, which knew Barcla ys had been reporting false rates at the time, did not stop the actions.

And when Mr. Geithner briefed other American regulators about Libor in May 2008, he did not disclose the specific wrongdoing, according to people briefed on the meeting. In later briefings, New York Fed officials did warn their counterparts about “allegations of misreporting.”

“The regulator has an obligation to make a criminal referral if it suspects a crime may have occurred,” said Bart Dzivi, who served as special counsel to the Federal Financial Crisis Inquiry Commission. “How this doesn't rise to that level, simply boggles the mind.”

The New York Fed has been engulfed by controversy since the financial crisis. Mr. Geithner was one of many regulators who had underestimated certain risks spreading through the financial system, saying in a May 2007 speech that “financial innovation has improved the capacity to measure and manage risk” while acknowledging that threats remained. In late 2008, the system nearly collapsed after Lehman Brothers failed.

This year, the New York Fed was again caught off guard when JPMorgan disclosed the trading losses, which have already exceeded $5 billion. The regulator has assigned about 40 examiners to the bank, but none of the officials kept close tabs on the chief investment office, the powerful unit that placed the ill-fated trade.

In the case of Libor, the New York Fed took a somewhat passive approach. Despite mounting evidence of problems, the agency focused on policy solutions rather than the wrongdoing.

People close to the Fed note that, at the time, the regulator was primarily concerned with saving Wall Street from collapse. And the regulator pushed harder than its British counterparts, records show. Mr. Geithner urged British authorities to “eliminate incentive to misreport” Libor, which affects the cost of trillions of dollars in mortgages and other loans.

Some New York Fed examiners are now focused on how the Libor investigation could damage the bottom line at banks like Citigroup and JPMorgan. The examiners, people briefed on the matter say, are assessing whether banks need to build reserves against the growing threat of lawsuits.

The concerns echo the New York Fed's broader moves to enhance supervision. After the crisis, the Fed formed a special team to spot emerging risks. Mr. Dudley also appointed a new head of bank supervision, Sarah J. Dahlgren, who first joined the Fed more than two decades ago after working as a budget official at Rikers Island jail.

In recent years, the New York Fed has doubled the number of on-site examiners and dispatched some of its most senior officials to big banks. The lead supervisors at each bank are some of the most “battle tested” and sophisticated regulators who are comfortable challenging Wall Street executives, one regulator said.

The New York Fed also notes that it has delved de eper into internal bank data, focusing on business units that generate the most revenue and risk. To better prepare the industry for sudden losses, the regulator has pushed banks to build extra capital.

But there are limits to its power. Despite its leading role in policing the banks, the New York Fed cannot levy fines. When examiners do detect questionable behavior, they often push the company to adopt changes. If the wrongdoing persists, officials can pass along the case to the Federal Reserve board in Washington.

It is up to the central bank to take action. The Fed, which can impose fines and cease-and-desist orders, filed 171 enforcement actions last year. The cases are down 44 percent from the year before, but the actions have increased sharply from the precrisis era.

Some critics also contend there is a revolving door between Wall Street and the New York Fed. Mr. Dudley was formerly the chief domestic economist at Goldman Sachs, and his wife collects deferred compensation from her days at JPMorgan. After Bear Stearns collapsed in 2008, the New York Fed hired the firm's chief risk officer.

The New York Fed does limit the influence of employees who depart for a career on Wall Street. Some former senior officials cannot discuss regulatory matters with the Fed for up to a year. As an extra measure, examiners rotate between banks every three to five years to prevent a clubby culture from forming.

But some experts say the problem is not solved.

“It's a cultural problem at all the banking regulators,” said Ms. Bair, who is now a senior adviser to the Pew Charitable Trusts. “There's not a healthy separation, and you can see that in their hiring practices.”

This post has been revised to reflect the following correction:

Correction: July 25, 2012

An earlier version of this post misidentified the person in the accompanying photograph. It is William C. Dudley, president of the Federal Res erve Bank of New York, not Treasury Secretary Timothy F. Geithner.



New Enterprise Associates Raises $2.6 Billion Fund

New Enterprise Associates has refilled its coffers.

The venture capital firm, which has backed Groupon and Diapers.com, has raised $2.6 billion for its latest fund. The fund, NEA's 14th, is one of the largest in venture capital history, but the firm is not a stranger to giant funds. The last fund it raised in 2009, in the wake of the financial crisis, was $2.5 billion. That one, however, required about 7 months of fundraising efforts. NEA's new fund only needed two months, according to Scott Sandell, a general partner at NEA.

“Our industry has been profoundly transformed in recent years, and a new model has quietly gained traction where more dollars are being committed to large funds that are global and diversified in nature,” Peter Barris, NEA's managing general partner said in a statement on Tuesday.

NEA's fund will follow the path of past funds, which were designed to be global and broad in their mandate.

The firm will invest in young and lat er stage start-ups around the world, with a focus on three main areas: information technology, health care and energy technology. According to Mr. Sandell, NEA will likely devote more capital to early stage start-ups than it has in previous years because businesses today are developing so rapidly because of the speed of change of the Internet and mobile technology.

“We can invest very quickly with our fund,” Mr. Sandell said. “Today, companies can create value with very little capital and can prove new business models very efficiently.”



Hong Kong Tycoon to Pay $1 Billion for British Gas Firm

HONG KONG - A consortium of companies owned by Li Ka-shing, the richest person in Asia, agreed on Wednesday to buy MGN Gas Networks of Britain for £645 million ($1 billion), as Mr. Li's corporate empire continued to broaden its already large global footprint in the energy sector.

Three Hong Kong-listed companies controlled by Mr. Li and his family - Cheung Kong Holdings, Cheung Kong Infrastructure and Power Assets Holdings - each have a 30 percent stake in the bidding consortium, while the charitable Li Ka-shing Foundation will hold the remaining 10 percent stake, according to a joint stock exchange announcement on Wednesday.

Mr. Li, 84, is ranked by Forbes as the world's ninth-wealthiest person, with a net worth of $25.5 billion.

His companies, Cheung Kong Infrastructure and Power Assets, already have substantial investments in Britain's natural gas, water and electricity sectors. That includes a combined 88.4 percent stake in Northern Gas Network s, a regulated distributor that supplies natural gas to around 6.7 million people and has almost 23,000 miles of pipeline stretching from the Scottish border to South Yorkshire.

The Li firms appear to be betting the complementary nature of MGN's British gas business will enable them to engineer a turnaround at its unprofitable operations.

MGN Gas Networks, through its wholly owned Wales & West Utilities, distributes natural gas throughout Wales and southwest England. Its network supplies 7.4 million customers, and it has 21,750 miles of pipeline.

The company reported a net pretax loss of £63.4 million in the fiscal year ended March 31, slightly worse than the £62.8 million net loss it booked in the previous fiscal year. It had net liabilities of £250.4 million at the end of March.

The Li firms are buying MGN from a group of shareholders that includes several infrastructure funds managed by Macquarie; the Toronto-based Canada Pension Plan; the trustee of a fund run by the portfolio manager Industry Funds Management; and the real estate and investment house AMP Capital. The deal will be settled in cash.

Completion of the MGN deal is subject to approval by the European Commission. The deal is also contingent on the Li companies being able to retain majority control of the equity and assets of Northern Gas in the event they are required by European regulators to sell part of their combined 88.4 percent stake in that firm.

Shares in Cheung Kong Infrastructure were suspended from trading on Wednesday, while shares in Cheung Kong Holdings closed down 0.9 percent and shares in Power Assets finished 1.6 percent lower after the deal was announced.



Shareholders of London Metal Exchange Back $2.1 Billion Takeover

LONDON â€" Shareholders of the London Metal Exchange agreed on Wednesday to a £1.38 billion ($2.1 billion) takeover deal from Hong Kong Exchanges and Clearing.

The deal will allow the Asian company to control the world's largest futures trading exchange for metals like aluminum, copper and zinc, as emerging market demand for commodities remains strong.

Hong Kong Exchanges, part owned by the local Hong Kong government, had announced its all-cash offer last month, outbidding several American rivals for control of the 135-year-old London exchange.

An overwhelming majority of London Metal Exchange's shareholders approved the deal on Wednesday. The takeover required the backing of at least 50 percent of its shareholders; those shareholders must also represent more than 75 percent of the firm's stock.

“I am delighted that our shareholders have overwhelmingly supported the board's recommendation,” Martin Abbott, the London Metal Exchange's chief executive, said in a statement.

The acquisition will provide a windfall for JPMorgan Chase and Goldman Sachs, which own a combined 20.4 percent of the metal exchange. The two banks are likely to earn more than a combined $430 million from the transaction.

Despite concerns that the Chinese economy may be slowing down, China and other emerging economies in the region are now the largest buyers of a number of commodities, including iron ore and coal.

The acquisition, whose price tag was higher than analysts' estimates, will help the Hong Kong exchange take advantage of this demand.

“All the world's leading exchanges have been fighting in this area,” Charles Li, chief executive of Hong Kong Exchanges, said in an interview last month. “This is about growth and conquering new markets.”

Total trading on the London Metal Exchange increased 22 percent last year from 2010, while the value of all traded contracts rose 33 percent, to $15.4 trillion.

In an interview last month, Romnesh Lamba, head of market development for Hong Kong Exchanges, said that after securing approval for the takeover, the strategy will center on increasing the number of Chinese participants on the London exchange.

Currently, less than a quarter of the London Metal Exchange's customers hail from China, and Mr. Lamba said there were plans to create contracts denominated in renminbi, the Chinese currency, and to allow for clearing of trades in Asia to help increase the number of regional users. The changes would take place over the next three years, he added.

Hong Kong Exchanges also wants to gain Chinese government approval to use local warehouses to provide commodities for domestic customers. Chinese regulations currently do not allow foreign exchanges to operate mainland warehouses.

By securing control of the L.M.E., Hong Kong Exchanges has ended a battle that spanned more than nine months and pitted many of the world's largest financial exchanges against each other.

NYSE Euronext and the CME Group made initial bids, but dropped out earlier this year, according to a person with direct knowledge of the matter.

InterContinental Exchange, based in Atlanta, also had proposed buying the London Metal Exchange, but was eventually outbid by Hong Kong Exchanges.

The takeover is expected to close by the end of the year.



Shell Strikes New Deals With 2 Chinese Oil Giants


Cautionary note
The companies in which Royal Dutch Shell plc directly and indirectly owns investments are separate entities. In this release “Shell”, “Shell group” and “Royal Dutch Shell” are sometimes used for convenience where references are made to Royal Dutch Shell plc and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to subsidiaries in general or to those who work for them. These expressions are also used where no useful purpose is served by identifying the particular company or companies. ‘‘Subsidiaries'', “Shell subsidiaries” and “Shell companies” as used in this release refer to companies in which Royal Dutch Shell either directly or indirectly has control, by having either a majority of the voting rights or the right to exercise a controlling influence. The companies in which Shell has significant influence but not control are referred to as “associated companies” or â €œassociates” and companies in which Shell has joint control are referred to as “jointly controlled entities”. In this release, associates and jointly controlled entities are also referred to as “equity-accounted investments”. The term “Shell interest” is used for convenience to indicate the direct and/or indirect (for example, through our 23% shareholding in Woodside Petroleum Ltd.) ownership interest held by Shell in a venture, partnership or company, after exclusion of all third-party interest.  

This release contains forward-looking statements concerning the financial condition, results of operations and businesses of Royal Dutch Shell. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause a ctual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Royal Dutch Shell to market risks and statements expressing management's expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by their use of terms and phrases such as ‘‘anticipate'', ‘‘believe'', ‘‘could'', ‘‘estimate'', ‘‘expect'', ‘‘intend'', ‘‘may'', ‘‘plan'', ‘‘objectives'', ‘‘outlook'', ‘‘probably'', ‘‘project'', ‘‘will'', ‘‘seek'', ‘‘target'', ‘‘risks'', ‘‘goals'', ‘‘should'' and similar terms and phrases. There are a number of factors that could affect the future operations of Royal Dutch Shell and could cause those results to differ materially from those expressed in the forward-looking statements included in this re lease, including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for Shell's products; (c) currency fluctuations; (d) drilling and production results; (e) reserves estimates; (f) loss of market share and industry competition; (g) environmental and physical risks; (h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, fiscal and regulatory developments including potential litigation and regulatory measures as a result of climate changes; (k) economic and financial market conditions in various countries and regions; (l) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and d elays in the reimbursement for shared costs; and (m) changes in trading conditions. All forward-looking statements contained in this release are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional factors that may affect future results are contained in Royal Dutch Shell's 20-F for the year ended 31 December, 2011 (available at www.shell.com/investor and www.sec.gov - opens in new window). These factors also should be considered by the reader.  Each forward-looking statement speaks only as of the date of this release, 25 July 2012. Neither Royal Dutch Shell nor any of its subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the f orward-looking statements contained in this release. There can be no assurance that dividend payments will match or exceed those set out in this release in the future, or that they will be made at all. 

We use certain terms in this release, such as resources, that the United States Securities and Exchange Commission (SEC) guidelines strictly prohibit us from including in filings with the SEC.  U.S. Investors are urged to consider closely the disclosure in our Form 20-F, File No 1-32575, available on the SEC website www.sec.gov - opens in new window. You can also obtain these forms from the SEC by calling 1-800-SEC-0330



Head of Barclays\' Compensation Committee Resigns

Barclays said on Wednesday that Alison Carnwath, head of the firm's compensation board committee, had resigned from the beleaguered bank, citing undisclosed personal reasons.

The departure of Ms. Carnwath is the latest shake-up at the firm after it admitted to participating in a campaign to manipulate a benchmark interest rate and agreed to pay about $450 million in fines. The firm's chairman, Marcus Agius, and chief executive, Robert E. Diamond Jr., have both stepped down amid ongoing inquiries into the firm's trading activities by authorities around the world.

Ms. Carnwath reportedly argued against granting Mr. Diamond a £2.7 million bonus earlier this year, according to The Telegraph, but failed to convince Mr. Agius and the rest of the board. The compensation plan prompted an investor revolt against the board, with a sizable number of shareholders refusing to support Ms. Carnwath's re-election.

“With regret I have concluded that I am no longer able to devote sufficient time to my role as a director of Barclays given my other commitments,” Ms. Carnwath said in a statement on Wednesday. “I would like to thank my colleagues on the board for their support and I wish Barclays continuing success in the future.”

Her departure may mean that Barclays will have yet another high-level vacancy to fill, as it seeks both a new chairman and a new chief executive. Earlier this week, the firm's deputy chairman, Michael Rake, took himself out of the running.

This post has been revised to reflect the following correction:

Correction: July 25, 2012

An earlier version of this article misspelled a name in two instances. It is Alison Carnwath, not Carnwatch.



Europe Aims to Make Rate Manipulation a Criminal Offense

LONDON â€" The European Commission announced plans on Wednesday to make the manipulation of benchmark interest rates a criminal offense.

European officials are responding to the public outcry over the manipulation of the London interbank offered rate, or Libor, which is used as a benchmark for more than $360 trillion worth of financial products.

In June, Barclays agreed to a $450 million settlement after some of its traders and senior executives were found to have manipulated the rate for their financial benefit. Other major global banks, including HSBC and Citigroup, are facing similar inquiries from regulators worldwide.

On Wednesday, Viviane Reding, the European justice commissioner, said British authorities had not done enough to address the problems with Libor.

Pressure has been mounting on American and British regulators after documents revealed that they had been informed about potential manipulation of rates as far back as 2007. Attention w ill probably continue to focus on the Libor scandal when Treasury Secretary Timothy F. Geithner, who previously was the head of the Federal Reserve Bank of New York, testifies on Wednesday before the House Financial Services Committee.

Under the European Commission's proposals, the manipulation of benchmark interest rates would become a criminal offense. European officials are also considering greater regulatory oversight for a number of benchmark rates, including Libor, which are currently overseen by the industry trade group. The British government is set to conduct an inquiry into how the rate is set, while the British Bankers' Association also is carrying out its own internal review.

Michel Barnier, the European commissioner for the internal market, said on Wednesday that supervisors across the Continent should be more involved in regulating the rates. He added that the recent revelations showed a “total lack of moral values” from some individuals in the financial services industry.

Ms. Reding called the Libor scandal “another example of irresponsible banking practices,” and referred to the bankers implicated in the rate-rigging as “corrupt casino dealers betting with their clients' savings.”

“The Libor scandal reveals major faults in the governance of the process,” she said, adding that the rates “cannot be left to self-regulation.”



Weill Calls for Splitting Up Big Banks

They were words no one ever expected Sanford I. Weill - the man who helped usher in the age of the  financial supermarket - to utter.

“What we should probably do is go and split up investment banking from banking,” Mr. Weill, former Citigroup chief executive, told CNBC's “Squawk Box” on Wednesday. “Have banks be deposit takers, have banks make commercial loans and real estate loans, have banks do something that's not going to risk the taxpayer dollars, that's not going to be too big to fail.”

His words were essentially a call for a return to Glass-Steagall, the financial regulation that for decades separated commercial banking from investment banking in an effort to keep the financial world safer and easier to regulate. And it was an admission rich with irony.

For it was Mr. Weill, the empire builder who progressively turned an insignificant Baltimore-based lender into the towering financial services provider named Travelers and who erased G lass-Steagall with the $70 billion union of his firm with Citicorp in 1998.

While Glass-Steagall had already been worn away in large parts by then, thanks to various loopholes that firms like Citicorp and the Chase Manhattan Bank had exploited over the years, it was Mr. Weill's deal and furious lobbying that finally broke the rule apart. The Gramm-Leach-Bliley Act of 1999 formally blessed the creation of the universal banking model, but by then it was almost a formality.

Mr. Weill said on Wednesday that Glass-Steagall had essentially dissipated by the mid-1980s; the only remaining regulation he sought to erode was a prohibition on banks conducting insurance underwriting.

Still, for years he proudly boasted of his accomplishment, which fulfilled his long-held dream of creating a far-flung financial empire. Among his most notable possessions was a huge wooden plaque bearing his portrait and a list of his accomplishments.

One of them read simply, “The Shatterer of Glass-Steagall.”

That was before Citigroup proved to be too unwieldy to manage, hunched over by the weight of disparate businesses with little in common and with byzantine corporate structures that made running the behemoth incredibly difficult. And that was before the financial crisis of 2008 laid low the American banking titans, with Citigroup needing bailouts by the federal government to stay alive, giving rise to the phrase “too big to fail.”

John S. Reed, who was Citicorp's chief executive at the time of the 1998 merger, has already apologized for his role in midwifing the birth of the banking supermarket. But Mr. Weill had not uttered anything similar until now.

“I'm suggesting that they be broken up so that the taxpayer will never be at risk, the depositors won't be at risk, the leverage of the banks will be something reasonable,” he told CNBC on Wednesday.

He added that by making banks smaller, they could become more pro fitable.

Mr. Weill's admissions rippled across the Internet on Wednesday. Here is what Dan Alpert, a founding partner of the investment bank Westwood Capital, wrote on Twitter:

And here is what Ian Bremmer, head of the Eurasia Group research and consulting firm, wrote:

Some commentators were a bit more cynical, however. The Epicurean Dealmaker deemed the Damascene moment more of an opportunity by Mr. Weill to needle his once-estranged junior partner, Jamie Dimon - who now runs the enormous firm known as JPMorgan Chase.

It's very simple. Sandy Weill promoting the return of Glass Steagall is just another way to take a dig at his former protege Jamie Dimon.

- Epicurean Dealmaker (@EpicureanDeal) 25 Jul 12



Business Day Live: Fed to Weigh Action

The Fed considers new stimulus measures. | How the News of the World editors' prosecutions will affect British media. | The vending machine business gets a technology makeover.

Facing Congress, Geithner Grilled on Rate-Rigging

Timothy F. Geithner was grilled on Wednesday about the growing interest rate rigging scandal, as lawmakers questioned why he failed to thwart the illegal activity during the financial crisis.

As head of the Federal Reserve Bank of New York in 2008, Mr. Geithner learned that big banks were trying to manipulate a benchmark interest rate. Rather than curbing the bad behavior at specific firms, Mr. Geithner pushed broad reforms to the rate, known as the London interbank offered rate, or Libor.

“It appears you treated it as a curiosity, or something akin to jaywalking, as opposed to highway robbery,” Jeb Hensarling, Republican of Texas, said at a House hearing on Wednesday.

Even as Republicans slammed Mr. Geithner on Wednesday, many Democrats came to his defense. Mr. Geithner, now the Treasury secretary, challenged the Republican critique as well. In testimony before the House Financial Services Committee, Mr. Geithner said he was “very concerned” tha t the rate-setting process lacked integrity and he promptly notified other regulators about his worries.

Last month, Barclays struck a $450 million settlement with American and British authorities over accusations that it undermined Libor. The case against the British bank was the first action to stem from a global investigation into more than 10 other banks.

“We took the initiative to bring those concerns to the broader regulatory community,” Mr. Geithner said, referring to the Commodity Futures Trading Commission and Securities and Exchange Commission. “I believe we did the necessary and appropriate thing very early in the process,” he said.

But Mr. Geithner on Wednesday also acknowledged that he did not alert federal prosecutors to the wrongdoing.

The revelation prompted lawmakers to question whether his response was sufficient, given the scope of wrongdoing and the importance of Libor to the broader financial system. Libor, a measure of ho w much banks charge to lend to one another, is a benchmark for trillions of dollars in mortgages and other loans.

In April 2008, the New York Fed learned from Barclays that it was artificially depressing its Libor reports to deflect concerns about its health. “We know that we're not posting um, an honest” rate, a Barclays employee told a New York Fed official in April 2008.

Mr. Geithner said he was not aware at the time of “that specific conversation.”

But that same day, New York Fed officials wrote in a weekly internal memo that the problem was widespread. “Our contacts at Libor contributing banks have indicated a tendency to underreport actual borrowing costs,” New York Fed officials wrote, “to limit the potential for speculation about the institutions' liquidity problems.” At the time, high borrowing costs were a sign of poor health.

Even after discovering that banks were manipulating Libor, the New York Fed pursued a somewhat passi ve approach.

When Mr. Geithner briefed other American regulators on Libor in May 2008, he did not disclose the specific wrongdoing at Barclays. Republicans pressed him on Wednesday to explain why he didn't notify the Justice Department about the illegal behavior.

He explained that the Justice Department did not belong to the working group of regulators that were focused on Libor.

Mr. Geithner, who outlined the state of Wall Street regulation on Wednesday, heralded his past efforts to reform Libor. He noted that the New York Fed repeatedly pushed a British trade group that oversees Libor to overhaul the rate-setting process.

In a June 2008 e-mail to the Bank of England, the country's central bank, Mr. Geithner recommended that British officials “strengthen governance and establish a credible reporting procedure” and “eliminate incentive to misreport” Libor.

The New York Fed then advocated fixes more forcefully than its British counterpart s, records show. The trade group later adopted only some of Mr. Geithner's recommendations.

“We gave them very specific detailed changes,” Mr. Geithner said, adding that “if more of those would have been adopted sooner, you would have limited the risk.”

But Representative Randy Neugebauer, Republican of Texas, questioned why the New York Fed focused on policy solutions rather than the bright-line legal violations.

“If they were having structural problems, then I think your e-mail was appropriate,” said Mr. Neugebauer, who is leading a Congressional investigation into how the New York Fed handled the Libor scandal. “But what was being disclosed here was fraud.”

Ultimately, Mr. Geithner said, responsibility rests with the British regulators. “We felt, and I still believe this, it was really going to be on them to fix this. This is a rate set in London.”

Democrats echoed his argument. “I for one am not part of the ‘blame Ame rica first' crowd,” said Representative Brad Sherman, Democrat of California.

In deferring to overseas authorities, Mr. Geithner drew further ire from Republicans. “It wasn't just a British problem,” Mr. Neugebauer said, noting that the rate affects the cost of borrowing around the world.

Despite the scrutiny, Mr. Geithner escaped relatively unscathed. While Republicans rebuked his approach to the Libor problems, few new revelations emerged from the more than two-hour hearing. And the pressure eased at times when Democratic lawmakers praised Mr. Geithner for championing reforms to Libor.

“There's been an effort to blame you for all of this,” said Barney Frank, the ranking Democrat on the committee. But “you reported this” to other regulators.

Mr. Frank, a Massachusetts Democrat, cast the blame not on regulators but the banks that ran afoul of the law. The banks, he said, “grievously misbehaved.”