Debate Over Goldman’s Roles Still Rages

In a sign of how important the issue is to the financial services world, industry watchers and the bank’s own executives continue to speak out on Goldman Sachs’ multiple roles as adviser and deal participant.

Thanks and a Further Note on the Regulation of Private Equity

A very thoughtful analysis of valuation issues in the private equity markets by Professor Bobby Bartlett. "As my prior post discussed, I generally find little merit in the recent calls for subjecting the private equity industry to greater regulatory oversight. I suggested, however, that there are some market imperfections in the private equity industry that may merit some reform. What are these market imperfections? In general, they are the information asymmetries that result from the challenge of valuing privately-held corporations."

Lockheed is mad as hell, and it may not take it any more

Diversified defense contractor Lockheed Martin Corp. is so disgusted by the antitrust review process that it may back out of a planned merger of its rocket business with the rocket business of aerospace giant Boeing Co.

Bank of America to elect directors by majority vote

NEW YORK (Reuters) - Bank of America Corp. shareholders, rejecting management's recommendation, Wednesday approved a measure calling for the No. 2 U.S. bank's directors to be elected by majority vote.

The Shareholder Spring

Annual shareholder meetings are typically dull, scripted affairs, but as executives and directors of public companies step into the spotlight at this year's gatherings, some for the first time are hearing organized and articulate shareholder discontent.
And officials at many of those companies are digging in their heels, using stockholder-financed war chests to resist shareholder demands for more say in executive pay practices and director elections.

Hedge fund advisers face tough examination by SEC

The Securities and Exchange Commission is being far more rigorous than expected in its inspection of hedge fund advisers since new rules were introduced requiring advisers to register with the regulator, according to industry participants.

S.E.C. Chair on the N.Y.S.E., Short Sales, I.P.O.’s

Lawmakers questioned the Securities and Exchange Commission chairman, Christopher Cox, about an array of issues on Tuesday, including credit-rating agencies, hedge funds, naked short selling and initial public offerings.

IPO judge questions settlement

A federal judge Monday, April 24, expressed skepticism about the fairness of a settlement agreement that would guarantee $1 billion in damages to 17 million plaintiffs in a raft of pending class-action lawsuits centered around hot initial public offerings during the tech boom.

Software Chief Admits to Guilt in Fraud Case

Just two weeks before they were to go on trial, two former top executives of Computer Associates International, the once-booming software company, pleaded guilty yesterday to eight counts each of securities fraud and obstruction of justice in Federal District Court in Brooklyn.

Option Backdating: The Next Big Corporate Scandal?

Option backdating was on page one of the W$J again yesterday. The story was spurred by comments made by UnitedHealth’s CEO, William W. McGuire, during UnitedHealth’s First Quarter 2006 Results Teleconference on Tuesday. UnitedHealth’s option grants to Dr. McGuire were among those cited as suspicious by a March 18 page one W$J.

Shareholders Want to Change the Rules for the Election of Directors

Dale A. Oesterle
Special to Law.com
04-17-2006

There are more than 100 pending shareholder resolutions asking corporations to change their voting procedures for the election of directors. This follows last year's deluge of proposals that shocked corporate insiders.

What are the proposals and what is at stake?

The dominant proposal is a request by shareholders that directors be elected by a majority of the votes present at a meeting. The historical system allows the election of directors by a plurality vote. Under a plurality standard, a director is elected by receiving the highest number of votes cast for an open seat. Since directors usually run unopposed this means that, in theory, a single affirmative vote (check the "for" box), even if all other voters abstain (check the "withhold" box), is sufficient to put a director in office.

In the 2005 proxy season, shareholders submitted 79 majority vote proposals. Fifty-five made the ballot and 17 won. An average of 43 percent of shareholders supported the proposals. Several influential institutions and institutional shareholder advisory services have come to support the proposals, including the Council of Institutional Investors, the California Public Employee's Retirement System and the Institutional Shareholder Services. At the conclusion of the 2005 proxy season, for example, CII sent letters to the largest 1,500 public companies in the United States requesting that they voluntarily adopt majority voting standards.

Over a dozen corporations, seeing the writing on the wall, have voluntarily adopted the majority vote procedure. Eighty or so corporations, attempting to blunt the effect of the proposals, have adopted a corporate governance policy guideline requiring a director who receives more "withheld" than "for" votes to tender his or her resignation to the sitting board. The board could choose whether or not to accept it.

The resignation policy permits the board to retain key board members, the CEO, the chairman of the audit committee or another independent director necessary to sustain a functioning independent subcommittee. Most activist shareholders do not consider the resignation policies adequate and want directors who fail to receive a majority of the votes cast to not be seated.

The toughest battles in the 2006 proxy season will be over majority vote proposals for companies that have put resignation guidelines in place. In three early elections, at Analog Devices, Hewlett-Packard and Ciena, the majority vote proposals failed.

It is stunning how little is at stake in this controversy. Last year, out of more than 35,000 director elections, only 14 -- 14 -- nominees for directorships received a majority of "withhold" votes. We are fighting over the seating of 14 nominees, whose situations were very, very unusual. Corporate control over who is on the firm's proxy means that the threat of denying a management nominee a seat on the board is negligible, even infinitesimal. Companies in the United Kingdom and Australia, and several other countries, have operated under majority vote requirements for years without difficulty.

Why are companies so concerned? Some of the reasons given in opposition make technical sense but lead to easy fixes. First, a plurality vote works best in contested elections, but there are few contested elections and, in any event, a contested election exception can be put into the majority vote requirement. Second, if a nominee cannot be seated, there is the "hold-over" problem; the incumbent director, who may be the nominee defeated, continues to serve until a successor is validly elected. An irritation perhaps, but the holdover rule can be eliminated or modified.

Some of the reasons given for opposition ought to induce a chuckle. Some claim that the failure to seat an independent director could cause a company to not comply with stock exchange listing requirements or SEC rules regarding board committee membership. This is a "gotcha" argument; the corporations do not like the membership rules either. In any event, insider directors, not independent directors, are the most likely to be displaced by a majority vote procedure.

The real reasons for the displeasure of corporate managers lie elsewhere. First, a majority vote procedure enables shareholders to remove a chief executive officer, who is often the board chairman, from the board. This would be a major embarrassment for the CEO, may require a board to consider major internal management changes, and may trigger a variety of legal problems including severance payment provisions in employment contracts. Even though a successful vote is very unlikely, CEOs have never faced the threat before in uncontested elections and do not want to face it now. Even an unsuccessful "withhold" campaign that attracts serious support, as Eisner discovered at Disney, can be a painful setback.

Second, if majority vote proposals succeed, shareholders may follow their successes with elections proposals that have more teeth. Over the past few years, board declassification proposals have been growing in popularity. Classified boards elect only a third of the directors in any given year and make hostile proxy contests much more difficult. Classified boards are also a necessary part of successful takeover defense strategies that include poison pill plans and state anti-takeover legislation (a hostile billed can remove the board and waive the defenses). In the 2005 proxy season, 44 declassification proposals received an average affirmative vote of over 60 percent. It appears inevitable that classified boards, like plurality vote systems, will go the way of the dinosaur.

Even more troublesome for incumbent managers is the small but growing effort of shareholders to gain access to the company's proxy for contested elections. The effort of the American Federation of State, County, and Municipal Employees (AFSCME) to require American International Group (AIG) to allow shareholders access to the company's proxy is an example; AFSCME has pursued the matter all the way up to the 2nd U.S. Circuit Court of Appeals.

These are the proposals, proposals that encourage contested board elections, that will effect a sea change in corporate governance in the United States. If majority vote proposals are the precursor to contested board elections, then something big is in the air.

A graduate of the University of Michigan Law School, professor Dale Oesterle is a nationally recognized corporate law scholar with broad interests. He has a particular expertise in mergers and acquisitions and has written a leading casebook on that subject. He practiced law and served as a federal law clerk before beginning teaching at Cornell Law School. He is currently the J. Gilbert Reese Chair in Contract Law at Ohio State University.

Law.com's ongoing LEGAL MINDS article series highlights opinion and analysis from our site's contributors and writers across the ALM network of publications.

The sky is falling!

The sky is falling for poultry producers as bird flu takes a toll on both large and small processors.

First Bank to Settle I.P.O. Suit

J. P. Morgan Chase said yesterday that it would pay $425 million to settle its part of a class-action lawsuit that contends dozens of banks cheated investors out of hundreds of millions of dollars from initial public offerings during the 1990's market boom.

Proxy Firm Blasts Two-Tier Share Structures

Calling it “the single most disenfranchising thing a company can do to investors,” proxy advisory firm Institutional Shareholder Services is aiming sharp criticism at the use of dual-class share structures by publicly traded companies.

New York Pension Fund Files Suit Accusing Qwest of Fraud

Alan G. Hevesi, the New York State comptroller, filed a securities fraud lawsuit late Tuesday against Qwest Communications International, its former top executives, several former directors and its onetime auditor, Arthur Andersen, contending that they conspired to inflate the company's results artificially.

Wilbur Ross's Manifesto

Last night, dealmaker Wilbur Ross announced his support for socialized medicine when speaking at a dinner associated with the Federal Reserve Bank of Chicago's automotive conference. He implored executives in manufacturing industries — especially the long-suffering auto industry — to take up his call, and lobby Congress for change.

CalPERS Names Chief Investment Officer

The nation’s largest pension fund has tapped Russell Read, a former executive from Deutsche Asset Management, as its new chief investment officer. When he starts his job on June 1, Mr. Read will oversee a $200 billion portfolio invested on behalf of the California Public Employees’ Retirement System, known as CalPERS.

Banks Step on Some Private Equity Toes

LONDON, April 18 — Several unsolicited takeover attempts in Britain by the private equity funds of Goldman Sachs have reignited talk here and on Wall Street about the often-complicated role of investment banks in private equity.

Is Sox Encouraging Companies to Go Private with Private Equity?

With all of the discussion of late about the compliance costs of Sarbanes-Oxley, Professor Bartlett addresses the hypothesis that has been bandied around with increasing frequency about the relationship between SOX, going-private transactions, and private equity.

Six Firms to Feel the CalPERS Effect

Now that this year’s Pulitzer Prize winners have been announced, it is time for the California Public Employees’ Retirement System to reveal its list of the worst companies in its portfolio.

Activist AGs Go After Business

A combination of eased federal business regulation and corporate consolidation has dramatically transformed the role of state attorneys general, increasing their clout to shape national public policy through aggressive litigation.

The shifting legal and corporate landscape has now made unified action among state attorneys general -- combined with creative individual actions -- a strategic necessity.

S.E.C. Panel to Urge Auditing Exceptions

WASHINGTON, April 18 — An influential advisory committee appointed by the Securities and Exchange Commission is about to formally propose that thousands of smaller companies be exempted from significant parts of the four-year-old law that imposed significant new auditing rules on corporate America.

New York Times Pushed to End Two-Tier Stock Structure

A major investor is calling for newspaper publisher New York Times Company to scrap a two-tiered ownership structure that it says leaves the company unaccountable to the majority of its shareholders.

Venture capital fundraising rises 21 percent in first quarter

SAN FRANCISCO (AP) - Venture capitalists secured $6.53 billion for their future investments during the first quarter, putting the industry on pace to boost its fundraising efforts for the fourth consecutive year.

The amount committed to 51 venture capital funds represented a 21 percent increase from the $5.39 billion raised at the same time last year, according to statistics released Monday by Thomson Venture Economics and the National Venture Capital Association.

Oracle considers venturing into Linux

Oracle is studying whether to launch its own version of the Linux operating system and has looked at buying one of the two companies currently dominating the Linux world, according to Larry Ellison, the software company’s chief executive officer.
Such a move would redraw the software landscape and open a new front in Oracle’s long rivalry with US rival Microsoft.

Goldman chief in clampdown on hostile bid finance

LONDON, April 18 (Reuters) - The chief executive of Goldman Sachs, Hank Paulson, has told the firm to think carefully about using its own money to finance hostile takeovers after a backlash against its role in a series of UK deals, a source close to the bank said on Tuesday.

The Financial Times reported that Paulson told executives at the bank that such actions threatened its standing with corporate clients, which he said was more important than profits from any single deal.

IPOs or M&As: Deciding which exit ramp to take

While liquidity is returning, young companies are encountering a very different market when it comes to going public. There were 26 fewer IPOs in 2005 compared with 2004's 67, according to VentureOne.

For businesses looking to grow, is it sensible to seek an IPO or look for a merger or acquisition partner?

Corporations Now Outsourcing M&A Work to India

In a threat to big law firms, lawyers in India are carrying out the due diligence work for an upcoming corporate acquisition financed by the major UK bank.

A Battle Over the Boardroom

Led by several activist unions, shareholders at dozens of companies are pushing rule changes that would allow them to vote for or against each director and require that directors receive a majority of the votes cast.

Judges Press Companies That Cut Off Legal Fees

Federal judges are beginning to question why companies are cutting off legal fees to their executives when they become caught up in criminal investigations.

The “Cracking the Code” Crackdown

Peter Eric Hendrickson’s “Cracking the Code” might only be the 18,470th most popular book on Amazon.com. But according to the Justice Department it’s also the No. 1 tax scheme in the country.

So much for disclosure of executive pay…

For those interested in following the latest in executive compensation, you might find interesting today’s New York Times story on Lee Raymond’s retirement package at Exxon. The Times values the package at $398 million—one of the largest payouts ever (the top payout being the $550 million paid to Michael Eisner in 1997). Among the retirement perks include Exxon’s continued payment of Raymond’s country club fees, use of the company aircraft, and a one-year consulting gig (paying $1 million). Not surprisingly, the Times is quite critical of the arranagement.

Entrepreneurs Gain (Some) Leverage in Venture Deals

It is getting easier for entrepreneurs to attract venture capital. Not only are venture investors loosening up their wallets, but perhaps more tellingly, changes in financing terms are showing both that investor confidence is ticking up and that investors are willing to cede a little more power to entrepreneurs to get deals done, CFO.com reports.

Qualcomm Pays $1.8 Million to Resolve Merger Suit

Without admitting or denying allegations of “gun jumping” in its $608 million acquisition of Flarion Technologies, wireless technology company Qualcomm has agreed to pay the Department of Justice $1.8 million to put the matter to rest.

The Department of Justice took the position that certain elements of Qualcomm’s agreement to buy Flarion gave it too much control of the target company before federal regulators had formally cleared the deal. While Qualcomm disagreed with that stance, it decided to settle in order to “put this matter behind us,” Qualcomm’s general counsel said in a press release on Thursday.

Are Brokerages the Next Target for Milberg Weiss?

At least two reports in the past two days suggest that class-action powerhouse Milberg, Weiss, Bershad & Schulman may file a lawsuit against major Wall Street brokerages on behalf of hedge funds. Neither story names a particular firm or fund, but both items peg naked short-selling — in which at least some of the underlying shares are not borrowed, as securities rules require — as a major issue in the potential litigation.

I.M.F. Sounds Off on Buyout Boom

The leveraged buyout business is booming, and that has raised concerns at the International Monetary Fund about the effects on the corporate credit picture worldwide. In its semiannual assessment of risks to global financial stability, the IMF points to private equity firms loading companies with debt in order to pay out special dividends to their investors. This can significantly weaken the credit ratings of the target companies, the head of the IMF’s international capital markets department said, according to the Times of London.

Six Flags to Reimburse Snyder For Most Expenses in Proxy Fight

Six Flags Inc. has agreed to pay Redskins owner Daniel M. Snyder $10.4 million to reimburse him for expenses he incurred in his bid to gain control of the company last fall, including a $5 million signing bonus for chief executive Mark Shapiro.

Insider Trading: Then and Now

Many people have heard of the Ivan Boesky insider trading scandal. Fewer will recall that this story, which helped to define the 1980’s as the decade of greed, was originally known as the Dennis Levine insider trading scandal. Only after a steady drumbeat of new allegations over a period of months, many involving professionals at prominent Wall Street firms, did the trail reach Mr. Boesky, a high-profile risk arbitrageur.

D.C. Circuit Overturns SEC Mutual Fund Rules Again

Rules governing the mutual fund industry, designed to protect investors from abuses, were overturned by a federal appeals court Friday and sent back to the Securities and Exchange Commission for the second time in less than a year.

Regulating Private Equity

The notion that private equity should be subjected to greater regulatory oversight is hardly new. In fact, calls for increased regulation of the industry have been circulating for some time now. Recently, however, it seems the voices have gotten a lot louder.

Merck Vioxx Jury Awards $9 Mln in Punitive Damages

April 11 (Bloomberg) -- Merck & Co., facing 10,000 lawsuits over its Vioxx painkiller, should pay $9 million in punitive damages to a man who blamed the drug for his heart attack, a jury ruled.

Merrill, Goldman Workers Face Insider Trading Arrest, U.S. Says

April 11 (Bloomberg) -- Federal prosecutors will charge people who worked for Merrill Lynch & Co. and Goldman Sachs Group Inc. with insider trading, said Megan Gaffney, a spokeswoman for U.S. Attorney Michael J. Garcia in Manhattan.

The arrests will be announced at a press conference today at 11 a.m. New York time, according to a statement from Garcia's office.

Wal-Mart Defends Its Bid to Enter Banking

Wal-Mart Stores Inc., the world's largest retailer, is a "good corporate citizen" that should be allowed to own a bank just as other retailers, including Target Corp. and Harley-Davidson Inc., have been, a top Wal-Mart executive told federal bank regulators yesterday.

Donohue named SEC fund chief

SAN FRANCISCO (MarketWatch) -- Securities and Exchange Commission Chairman Christopher Cox on Monday named Merrill Lynch attorney Andrew Donohue to head the agency's division of investment management, which oversees mutual-fund regulation.

GM To Sell Isuzu Stake to Japanese Partners

GM announced Tuesday that it would sell its 7.9 percent stake in Japanese truck maker Isuzu to a group of trading houses and a bank in a continued effort to revive its ailing fortunes, though the two will continue their 35-year relationship.

Business Coalition Wins Big on Thorny Waiver Issue

An unusual coalition of business, civil rights and bar organizations scored a significant victory last week when the U.S. Sentencing Commission voted unanimously to delete language in the sentencing guidelines that encouraged government prosecutors to require waivers of the attorney-client privilege and work-product protections in order for corporations to qualify for leniency in sentencing.

Is the M&A Boom Different This Time?

Will the recent flurry of mergers and acquisitions activity have a happier ending than the last two booms — those of the late 80’s and late 90’s? The Economist suggests it could.

Venture Firms and C.E.O.’s: Same Start-up, Different Views

When a start-up finds a venture backer, it is a time of much back-slapping and high-fiving. But soon enough, venture capitalists take seats on the company’s board, and the inevitable push and pull with management begins.

I-Banks Pull Back From Stapled Financing

Concerns about conflicts of interest and the current buoyant state of the debt markets have meant fewer M&A deals so far this year have come with much-criticized, but lucrative "stapled" financing attached, according to M&A professionals. Stapled financing is an offer to finance an acquisition made by an adviser to the target. The name comes from a sheet offering financing that is sometimes literally stapled to the term sheet of the deal. By providing stapled financing, the adviser stands to collect both advisory fees from the target and financing fees from the buyer, which are usually larger. However, the staple generally offers less aggressive terms than the buyers could get by going to other banks, so many say that in the current easy financing market, a staple is often more trouble than it's worth.

Fronting for Private Equity

Executives from top private equity groups are preparing to create a trade body to represent the world’s largest buy-out groups. The Financial Times says the group sees the move as a response to rising public and government attention toward private equity, and a way to preempt what they see as unfounded criticism and popular misunderstanding of their economic role.

More on the Google Offering

The deal apparently closed on April 5. So that means the initial filing was made on March 29, and Google banked the $2 billion a mere seven days later while paying an underwriter’s fee of less than 0.05% of the gross proceeds. Nice!

Outside Advice on Boss's Pay May Not Be So Independent

This is the secretive, prosperous and often conflicted world of compensation consultants, who are charged with helping corporate boards determine executive pay that is appropriate and fair, and who are often cited as the unbiased advisers whenever shareholders criticize a company's pay as excessive.

Director Pay Sees Double-Digit Gains, Again

Directors love to complain about the additional headaches and potential liabilities they are encountering in the post-Enron, post-Sarbanes-Oxley era. They can take some comfort, though, in their steadily increasing pay checks.

News Corp. Caves to Shareholders

News Corp. agreed to put its takeover-defense plan to a shareholder vote at its next annual meeting, reports the WSJ. This averts a trial scheduled in Delaware Chancery Court for later this month. Shareholders sued the media giant alleging that it broke its promise to seek shareholder approval if it kept its so-called poison pill in place from more than one year.

Independent Research Not Really Working Out

When Wall Street’s top investment banks formalized their $1.4 billion global research settlement with the SEC in April 2003, in addition to making numerous reforms, they agreed to pay $450 million over five years to provide clients with independent equity research alongside their own. The idea was to create a new model for the industry that would avoid the conflicts of the old investment banking-driven one, while still producing a high-quality product. But in practice, it doesn’t seem to be working for much of anyone.

‘Da Vinci Code’ Author Cleared in Copyright Suit

All good thrillers must end eventually. And so a London judge found Friday that Dan Brown, author of the bestseller “The Da Vinci Code,” did not steal ideas from a nonfiction book.

Is Paulson Going Public?

For several decades, senior partners at Goldman Sachs have pursued second careers in politics. Now, Henry M. Paulson, the firm's chief executive, must decide if he will continue what has become a Wall Street tradition.

Are Contingency Fees Fair to Consumers?

In two posts this week, David Giacalone, a former antitrust lawyer with the Federal Trade Commission, says personal-injury lawyers are profiting at the expense of the consumers they represent.

The Merck Vioxx Jury Reaches Split Verdict

This just in: The Wall Street Journal Online is reporting that the jury in the New Jersey Vioxx trial has delivered a split decision in the cases of two men who said they suffered heart attacks after taking Vioxx.

Deal for Candy Company

The Internet flower company 1-800-Flowers.com said yesterday it had agreed to buy Fannie May Confections Brands, the candy maker, for $85 million to expand its food and beverage sales. The purchase includes a candy factory in North Canton, Ohio, and 52 retail stores in the Chicago area, 1-800-Flowers.com said.

Coke's Board to Get Bonus or Nothing

The Coca-Cola Company announced an innovative plan yesterday for paying outside directors: If earnings per share do not rise fast enough over a three-year period, directors will receive nothing. But they will get a significant raise if earnings perform as expected.

F.T.C. Staff Clears Purchase of Guidant

The Boston Scientific Corporation said Wednesday that it had won antitrust clearance from the Federal Trade Commission's staff for its $27 billion acquisition of the Guidant Corporation.

Burkle May Bid High for Newspapers

Burkle's Yucaipa Cos., in alliance with a union representing newspaper workers, last week submitted a tentative bid for the papers that included a range of possible prices. Two people familiar with Burkle's offer said Wednesday that the upper end of the bid was "in the neighborhood" of $2.2 billion.

McClatchy Lets Union-Backed Bidder See Newspaper Data

Yucaipa Companies, the private equity firm that has joined with the Newspaper Guild to bid on 12 Knight Ridder newspapers, has succeeded in its push to see detailed financial information on the publications.

High Court Still Resistant to “Supreme Court TV”

Justices Kennedy and Thomas testified before a House committee yesterday to discuss the court’s $76.4 million budget request. When the issue of televising the Court’s proceedings was raised, Justice Kennedy said it raised a “sensitive point” about the constitutional separation of powers and that it wasn’t for Congress to decide. He said: “We feel very strongly that we have intimate knowledge of the dynamics and the mood of the court, and we think that proposals mandating and directing television in our court are inconsistent with the deference and etiquette that should apply between the branches.”

Netflix Queues Up a Lawsuit Against Rival Blockbuster

Netflix sued Blockbuster for patent infringement yesterday in federal court in Northern California, reports the Los Angeles Times. The online-rental company wants to shut down Blockbuster’s 18-month-old online rental service for infringing patents relating to its business methods.

Morgan Stanley Shareholders Pull the Cord on Golden Parachutes

Expressing their disapproval of ousted chief Philip Purcell’s $60 million-plus severance package, Morgan Stanley shareholders backed a proposal Tuesday that requires the investment bank to get stockholder approval for so-called golden-parachute pay packages for departing executives.

Speculation on Biomet Sale

Shares of Biomet, which makes artificial hips and knees, rose 9.7 percent yesterday on speculation that the company might be sold. Speculation began last week after a founder, Dane A. Miller, resigned as chief executive, and it intensified after CNBC reported that Biomet had hired Morgan Stanley to explore strategic alternatives.

European Protectionism Continues

From the April Issue of GovernanceMetrics International's "In Focus": The European Commission has urged against "nationalist rhetoric'' and promised to uphold laws against protectionism. However, recent months have seen extraordinary protectionist and anti-takeover stances taken by governments around Europe.

Spitzer Goes After FCC

Spitzer reportedly accused federal regulators of sneaking behind his back and undermining his investigation into a music payola scam by negotiating “inadequate” deals to settle with some of the nation’s largest radio companies.

The Playmate Index

If her goal of becoming an anesthetist falls through, Playboy model Amy Sue Cooper may want to consider a career in money management. As the first quarter came to a close last week, Ms. Cooper was in first place in the TradingMarket/Playboy 2006 Stock-Picking contest, with a return that even a hedge fund kingpin could boast about.

Computer Sciences to Explore Sale and Cut Work Force

Computer Sciences, a technology outsourcer that engaged in failed buyout talks last year, announced early Tuesday it would consider strategic options, including a possible sale of the company.

Texas Pacific’s Latest Fund Said to Reach $14 Billion

Who has the biggest buyout fund? So far, Blackstone Group seemed to be in the lead with its latest $13.5 billion investment vehicle, which is expected to close shortly. But now comes private equity firm Texas Pacific Group, which reportedly will tell investors this week that it has raised a record $14 billion for its latest buyout fund.

Where’s the Exit? Venture Firms Face Weak I.P.O. Market

The market for initial public offerings remains “lackluster” for venture capital-backed firms, according to Mark Heesen, president of the National Venture Capital Association. Mergers and acquisitions have been buzzing, but Mr. Heesen suggests that M&A alone is not enough to bring above-average returns to venture capitalists.

M&A Boom Lifts Fees at UBS, Boosts London's Midnight Cab Trade

The boom in mergers and acquisitions that is sweeping the globe has just about everyone from Wall Street to Canary Wharf working overtime and getting a lot richer.

G.M. to Sell Majority Stake in Finance Unit

General Motors is expected to announce a deal today to sell a majority stake in its financing arm, GMAC, to a group of investors led by Cerberus Capital Management for about $8 billion in cash, according to people involved in the negotiations. The complex deal could be worth as much as $14 billion total over time, these people said.

The Annual Meeting: An Exercise in Corporate Democracy or Corporate Futility?

Have annual meetings, born as the embodiment of corporate democracy, become an anachronism from another era, a Theater of the Absurd, wherein anyone with $50 or so can be guaranteed a stage, a captive audience, and a moment in the spotlight ... the corporate world’s version of karaoke?

Lucent and Alcatel Do Some Fancy Footwork to Allay Merger Fears

To allay concerns in Washington about a foreign company having access to the secretive work Bell Labs does for American defense and intelligence agencies, Lucent and Alcatel said as part of the merger agreement they would create an independent subsidiary that would be overseen by a board of three American citizens.