Remember how insider trading is trading on material nonpublic information? Only how it’s not? Apparently it is in England! Someone found that out today.
I know, I’m soft on insider trading but hear me out. This is actually kind of screwed up.
First, a story. I used to work in a business that raised money for companies. Often when companies needed to raise money it was to do things like stave off rapidly impending doom, and the company would come to its bankers and ask “so, um, how’s that story going to play in the market?” And you’d answer something like “I don’t know but probably shitty?” And a way to make everyone feel better was a wall-crossed deal, in which the bank calls a few big potential buyers and says “would you buy this thing? at what price?” with the goal being to get the deal mostly done without freaking out the market – or, if that failed, to cancel the deal and move on to plan B also without freaking out the market.
Now in order to do this you needed to “wall cross” the potential investors by getting them to agree not to talk about the offering, or trade in the company’s stock, until the offering became public or was abandoned. Why? Two reasons:
(1) A thing called Regulation FD makes it illegal for companies to tell some investors material things unless they either disclose it to everyone or get the investors to agree to keep it confidential and not trade on it.
(2) Also important! You did this whole wall-cross to avoid announcing your deal and freaking everybody out so they sell your stock. If you don’t get investors to agree not to trade, then they’ll probably sell your stock, so you’ve accomplished nothing except breaking the law a bit.
Now getting them to agree not to trade has a certain chicken-and-egg quality because getting a call from a bank saying “we need to lock you up on company X” is never a good sign (maybe rare exceptions). So the call would go like this: Read more »
As you may have heard, bonuses were announced at Morgan Stanley last week and while some employees here and there did okay for themselves, for the most part, people were not pleased with the fact that pay was down, on average by 20-30 percent. In fact, many were downright distraught, particularly among those who received zeros. As these things tend to go, a bunch of people have suggested they’ll be taking their talents elsewhere, where they’ll be appreciated and, at the very least, have made a point of sighing audibly around the office to express their disappointment. By now, though, hopefully everyone’s gotten everything out of their systems because one person who’s no longer interested in hearing it? James Gorman. The Morgan Stanley CEO appeared on Bloomberg TV this afternoon to get a few things off his chest and among them: 1) Those complaining should consider waking the fuck up 2) If you let money define your happiness, he feels sorry for you and 3) “If you are really unhappy, just leave.” Seriously, get the hell out here. Read more »
Facebook Trades Said To Be Halted For Three Days (Bloomberg)
Shareholders of Facebook Inc., the Internet site preparing an initial public offering, are facing a three-day suspension of trading on secondary markets this week, people with knowledge of the matter said. While buy and sell orders can be made, transactions won’t be processed by Facebook’s attorneys at Fenwick & West LLC from Jan. 25 to Jan. 27, said the people, who declined to be named because details on secondary transactions are kept private. The halt pertains to trading of Facebook shares only, one of the people said. Facebook, the largest social-networking site, is considering raising about $10 billion in an IPO that would value the company at more than $100 billion, a person with knowledge of the situation said in November.
Morgan Stanley Sets Sights On Facebook IPO (WSJ)
For the past year, Morgan Stanley and rival Goldman Sachs Group Inc. have been viewed as leading contenders for the coveted “lead left” spot in Facebook’s IPO prospectus, which goes to the bank with the most responsibility for the offering. Goldman was presumed to have an upper hand after arranging a private offering of Facebook shares last year, though its odds were seen as declining amid a flub in that process that led the bank to limit the deal to non-U.S. investors. After that, executives at the social-networking company became less enamored with the bank, according to people familiar with the matter…Clients say one plus for Morgan Stanley’s team, based in Menlo Park, Calif., is that it has been largely unchanged since the mid-1990s, after veteran deal-maker Frank Quattrone left for a rival shop in 1996, taking with him a team of bankers. The 45-year-old Mr. Grimes, who had joined a year earlier, helped rebuild Morgan Stanley’s tech team through the dotcom boom and bust. In 2005, Mr. Grimes was appointed a co-head of global tech banking, along with Paul Chamberlain, 48, another veteran of the bank. “They’ve been in the same jobs, not leaving for other firms, not moving to New York, they’ve decades of experience and seen every tech cycle… that carries a lot of weight with clients,” said Egon Durban, a managing partner at private equity firm Silver Lake Partners.
Obama Speech Makes Pitch for Economic Fairness (NYT)
“We will not go back to an economy weakened by outsourcing, bad debt and phony financial profits,” Mr. Obama said. Though his advisers have vowed a campaign against Congress, he expressed a willingness to “work with anyone in this chamber” and said he would “oppose any effort to return to the very same policies that brought on this economic crisis in the first place.”
Obama Calls For Higher Taxes On Wealthy (Bloomberg)
Invoking a tax idea named for billionaire Warren Buffett, Obama said the law should make sure million-dollar earners pay at least 30 percent in taxes. “We can either settle for a country where a shrinking number of people do really well, while a growing number of Americans barely get by,” Obama said in his televised address to a joint session of Congress. “Or we can restore an economy where everyone gets a fair shot, everyone does their fair share, and everyone plays by the same set of rules…You can call this class warfare all you want,” Obama said, referring to Republican criticism of his proposals. “But asking a billionaire to pay at least as much as his secretary in taxes? Most Americans would call that common sense.” He also called for incentives for companies to return jobs to the U.S., development of domestic natural gas reserves and alternative energy sources, and providing American workers with better training.
Romney Rethinks Key Income-Tax Break (WSJ)
If elected president, Mitt Romney might consider ending a tax break that helped the former Massachusetts governor accumulate his fortune, an aide suggested Tuesday. The comments came as the Romney campaign made available more than 500 pages of tax-return data for 2010 and 2011 amid signs the issue was hurting him with some voters. Later in the day, in a signal of how the tax issue is roiling the GOP campaign, the Romney camp tried to step back from the aide’s remarks, underscoring that the former Massachusetts governor didn’t want to raise anyone’s taxes. The back-and-forth Tuesday about Mr. Romney’s approach to one particular tax break began when Lanhee Chen, the candidate’s policy director, indicated in a call with reporters the candidate might be willing to reconsider a tax break known as “carried interest” as part of a comprehensive tax overhaul. The break gives private-equity and venture-capital executives a relatively low 15% tax rate on much of their income.
Cop: Circumcision proves I didn’t flash woman (NYP)
A cop says he got the shaft when he was booted from the NYPD for exposing himself to a female prisoner in a holding cell, because the penis she described couldn’t have been his. The woman told cops and testified at an administrative NYPD hearing that “she unequivocally and clearly saw petitioner’s penis and that it was uncircumcised.” Owen Hopper says he definitely is circumcised, but the NYPD hearing officer ignored his smoking gun evidence and found him guilty anyway. Hopper “submitted uncontested medical evidence and proof that his penis was circumcised and had been so since petitioner’s childhood,” his court papers complain. He was canned this past September, and is now suing to get his job back. Read more »
If you’re into this sort of thing you can go read Mitt Romney’s tax returns and learn (on page 5 of the 2011 return) that he is in the “independent artists, writers, performers” business, which seems about right. (But which one?) You can also learn that he’s doing okay, financially-wise, and some more specific stuff; tantalizingly, you can’t get a good picture of his returns on assets because his financial disclosure forms are so meaninglessly bucketed. Most crucially, you can learn that he paid about a 15% tax rate on his take last year. There is a lot you can think about this. Some of it revolves around the badness of taxing capital gains at a lower rate than labor income, which, whatever, not my beat. Some of it revolves around the badness of taxing private equity labor income as capital gains, which, I mean, I’m sympathetic to, but also not my beat, but in any case this income is actually capital gains. Like, Mitt wasn’t working at Bain Capital last year. He was just sitting around, doing his “independent artist/writer/performer” thing, collecting money from the other money that he got 20 years ago. That’s what capital gains is. Anyway.
If you’re really into this sort of thing you can also go read Newt Gingrich’s tax return, but you won’t, because the numbers on it are smaller and where’s the fun in that? But USA Today of all people actually went and read it and they found … maybe tax fraud? That was unexpected: Read more »