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To: OLDTRADER who wrote (169355)4/19/2002 11:55:28 AM
From: Dave  Respond to of 176387
 
I agree. It appears that it was a good strategy for Dell to first attack the corporate markets and then focus on the consumer markets, rather than vice-versa.

Plus, whether you love or hate those Dell commercials, at least you remember them.



To: OLDTRADER who wrote (169355)4/22/2002 3:39:15 PM
From: stockman_scott  Read Replies (2) | Respond to of 176387
 
Spitzer not done with reform efforts

Monday, April 22, 2002

By PHILIP BOROFF
BLOOMBERG NEWS

NEW YORK -- New York Attorney General Eliot Spitzer, who forced Merrill Lynch & Co. to make wider disclosure of its conflicts of interest in stock research, is asking Congress to make all securities firms do the same.

Spitzer urged lawmakers to revive legislation that would prohibit securities firms from paying analysts based on the investment banking business they bring in. He also recommended they create new rules to "insulate" analysts from bankers.

"Legislation has the capacity to define national standards and to impose systemic change on the entire industry," Spitzer said in a letter to the House Committee on Financial Services. "Federal action is therefore necessary to augment the reforms that our office might achieve with particular firms."

Spitzer won concessions from Merrill on Thursday after alleging that the biggest securities firm by capital gave favorable ratings to companies to gain them as investment banking clients. Merrill agreed to say which companies followed by its analysts had paid the firm fees to advise on mergers or arrange stock sales.

Merrill and New York's attorney general are still discussing possible fines, restitution and changes to the firm's business practices. A settlement must correct "fundamental structural flaws" in Merrill's business and provide "permanent relief for the company's state securities law violations," Spitzer said in a statement on the agreement.

"The agreement is an encouraging development, but Merrill and the other brokerage firms still have the major agreements yet to come," said Bill Rubin, a money manager at Amaranth Advisors L.L.C., a Greenwich, Conn., firm that manages $1.1 billion and owns Merrill shares. "It seems to us that the attorney general is going to take his pound of flesh before he backs down."

Spitzer, a 42-year-old Democrat who took office in 1999, said last week the flaws in research are not limited to Merrill, and that he is investigating other firms as well. Credit Suisse First Boston, Morgan Stanley Dean Witter & Co., Goldman Sachs Group Inc., Citigroup Inc.'s Salomon Smith Barney Inc., UBS AG's UBS Paine Webber, and Bear Stearns Cos. received subpoenas from Spitzer.

The 10-month investigation into Merrill's research showed "dramatic evidence" the firm's analysts recommended stocks to win banking business, Spitzer said.

Spitzer is trying to revive a defeated amendment to an accounting overhaul bill. The measure, introduced by Rep. John LaFalce, a New York Democrat, would have banned analysts from holding shares in the companies they cover and require analyst compensation be based on the quality of analysis, not banking.

The amendment was defeated along party lines. The measure that passed would require the Securities and Exchange Commission to study conflicts of interests and report back to Congress.

"We're hoping the letter can affect the debate and outcome when the bill reaches the floor on Wednesday," said Amy Simmons, a LaFalce spokeswoman.

Merrill said Thursday it will set up an Internet site that will disclose what companies it has advised in publicly announced stock sales or mergers during the past year.

By June 3, the firm will replace the Web site and start disclosing in research reports compensation it has received from corporate clients in the past 12 months. The information will say investors should assume Merrill "is seeking, or will seek investment banking and other business from the covered company," the firm said.

Merrill will also disclose the percentage of "strong buy," "buy," "neutral" and "reduce/sell" ratings for stocks it covers.

Spitzer's pursuit of the firms breaks precedent and may set the stage for other securities firms to make similar agreements, legal experts said.

The changes that Spitzer is calling on Congress to make may be difficult for the industry to implement, said Alan Bromberg, a law professor at Southern Methodist University.

Given that investment banking is the most profitable business of the biggest securities firms, it doesn't make sense to divorce analysts from that business, he said.

"To me, it's unrealistic that analysts should be independent of underwriting," he said. "Analysts can't be supported by the few institutional investors willing to pay for research. The analysts have to be paid out of company profits and their contribution to them."



To: OLDTRADER who wrote (169355)4/23/2002 3:11:17 PM
From: stockman_scott  Respond to of 176387
 
Deutsche Bank Was Adviser to H-P in Compaq Vote

Tuesday April 23, 2:56 pm Eastern Time

WILMINGTON, Del. (Reuters) - Deutsche Bank AG's 11th-hour decision to back Hewlett-Packard Co.'s (NYSE:HWP - news) takeover of Compaq Computer Corp. (NYSE:CPQ - news) stemmed from its previously undisclosed investment banking relationship with H-P, a lawyer contesting the merger said on Tuesday.

In Delaware business court, top executives of the computer and printer maker, including Chairman and Chief Executive Carly Fiorina, gathered to face off against Walter Hewlett, a dissident board member and son of the company founder, who has fought the merger in a proxy battle.

H-P says it won that proxy fight by a narrow margin. But Walter Hewlett's lawsuit accuses the company of both vote buying and failure to disclose the financial implications of the deal.

He seeks to have the vote overturned, and experts say that the key to him reversing the move to buy Compaq may rest with the disclosure issue more than the vote-buying allegations.

The trial seemed to inject a new sense of unease into the market. In mid-afternoon trading, the deal's spread -- or the difference between where the deal values Compaq shares and where the market currently values them -- widened to about 12 percent.

The deal's spread had narrowed significantly after Hewlett-Packard announced last week that it won shareholder approval by a three percent margin. Deal spreads in the five to 10 percent range are generally considered ``safe'' by merger arbitragers.

The Securities and Exchange Commission and federal prosecutors are also investigating issues surrounding the shareholder vote.

LAWYERS LINE UP

A lawyer for Walter Hewlett, Stephen Neal, of Cooley, Godward LLP, said H-P's Chief Financial Officer Bob Wayman agreed to allow two Deutsche Bank employees to act as proxy solicitors in the merger.

As part of the agreement, Neal alleged, Deutsche Bank would be paid a $1 million bonus if the deal went through.

``The evidence is going to show that sometime around the signing ... the top executives of H-P believed that Deutsche Bank was going to support the merger, and indeed they assumed that a company entering into a contract would in fact vote their shares in support of the merger,'' Neal said.

Neal said that on the day of the shareholder vote, March 19, H-P executives held a conference call with Deutsche Bank's proxy solicitors and its asset management team to try to sway Deutsche Bank's vote.

Walter Hewlett was also allowed to talk to Deutsche Bank on that call, both sides said.

Deutsche Bank said in a statement on Tuesday it had been retained by Hewlett-Packard in January 2002, four months after the deal was announced, in a secondary role as a merger adviser.

``Deutsche Asset Management's proxy committee did not consider and was not influenced by any banking relationships with Hewlett-Packard,'' the bank said in a statement.

In the current downturn in merger activity, it's not unusual for companies to hire secondary advisers, often splitting up the business between different investment banks.

However, Deutsche Bank's advisory relationship was never disclosed in Security and Exchange Commission filings and never appeared in market research firm Thomson Financial's quarterly merger adviser rankings.

Lawyers for Hewlett-Packard contended they had not acted improperly and said the evidence would show that.

Walter Hewlett has alleged Deutsche Bank switched its vote because it was promised future investment banking business. Neal said after Deutsche Bank changed its vote, Fiorina called one of the proxy solicitors thanking him and saying that she looked forward to doing business with him.

Hewlett-Packard attorney Steven Schatz said he would show the company had done nothing wrong. Regarding the voicemail and Fiorina's looking forward to doing business, he said: ``That's the way you end every conversation with every investment banker.''

Walter Hewlett's lawyers spent most of Tuesday's opening arguments on the disclosure issue, citing internal HP and Compaq communications to argue executives allegedly knew they were not on track to meet stated financial targets once the company was merged.

Those financial targets included revenues, earnings, and cost savings from the deal.



To: OLDTRADER who wrote (169355)4/23/2002 7:16:50 PM
From: stockman_scott  Respond to of 176387
 
Another Round in Carly vs. Walter

yahoo.smartmoney.com



To: OLDTRADER who wrote (169355)4/24/2002 12:10:04 AM
From: stockman_scott  Respond to of 176387
 
U.S. probing stock analysts

Criminal charges could be filed if conflicts found
By Rex Nutting, CBS.MarketWatch.com
Last Update: 6:36 PM ET April 23, 2002

WASHINGTON (CBS.MW) -- The Justice Department is looking at Wall Street's stock analysts for possible conflicts of interest in their ratings and recommendations.

Michael Chertoff, head of the criminal division, told Bloomberg News that criminal charges are possible if investigators find that research analysts tilted their "buy" and "hold" recommendations to help their firms win investment-banking business.

"We're going to be doing a lot of cases involving financial reporting," Chertoff told Bloomberg. "The way they disseminate and handle the information of publicly traded companies seems to me to be one of the front-burner white-collar enforcement issues for the next several years.''

Bryan Sierra, a spokesman for the Justice Department, said "Financial reporting, including the work of financial analysts, is on the radar screen." He added, however, that "We're not investigating anything yet."

"The department needs to look at it to see if further investigation is needed," Sierra said. He said the preliminary probe was sparked by its investigation into Enron (ENRNQ: news, chart, profile) as well as press reports and other allegations that have surfaced.

State securities regulators said Tuesday they would form a multi-state task force to look into the analysts' recommendations, following the lead of New York Attorney General Eliot Spitzer, who charged Merrill Lynch (MER: news, chart, profile) with giving self-serving and misleading advice.

Spitzer has reportedly subpoenaed records from other top Wall Street firms, including Credit Suisse First Boston, Morgan Stanley, Goldman Sachs, Salomon, UBS PaineWebber, and Lehman Brothers

Merrill has agreed to greater disclosure of its possible conflicts as it tries to settle the New York charges, hoping to avoid a $100 million fine. See full story.

Spitzer released damaging internal e-mails from superstar Internet analyst Henry Blodget and others in which the analysts trashed the same stocks they were recommending as bargains.

Following the collapse of the dot-coms and Enron's bankruptcy, regulators and shareholders have been demanding that Wall Street firms separate their research from their other businesses to avoid conflicts of interest.

Merrill and other firms have been hit with shareholder suits, alleging that the brokers knew recommended stocks were really junk.

The stock exchanges, the Securities and Exchange Commission and the Securities Industry Association have all called for strengthening the "Chinese Wall" between research analysts and investment bankers.

Additionally, there have also been calls in Congress to tighten securities laws to eliminate the temptation analysts feel to recommend companies that do business with their firm.

Spitzer is scheduled Wednesday to ask the House Financial Services Committee to back just such a regulatory measure requiring brokerages to accompany analysts' ratings with disclosure about investment bank services that the rated company has paid for.

Rex Nutting is Washington bureau chief of CBS.MarketWatch.com.