Showing posts with label Business. Show all posts
Showing posts with label Business. Show all posts

In Filing, Casino Operator Admits Likely Violation of an Antibribery Law



 In its annual regulatory report published by the commission on Friday, the Sands reported that its audit committee and independent accountants had determined that “there were likely violations of the books and records and internal controls provisions” of the Foreign Corrupt Practices Act.


 The disclosure comes amid an investigation by the Securities and Exchange Commission as well as the Department of Justice and the Federal Bureau of Investigation into the company’s business activities in China.


 It is the company’s first public acknowledgment of possible wrongdoing. Ron Reese, a spokesman for the Sands, declined to comment further.


The company’s activities in mainland China, including an attempt to set up a trade center in Beijing and create a sponsored basketball team, as well as tens of millions of dollars in payments the Sands made through a Chinese intermediary, had become a focus of the federal investigation, according to reporting by The New York Times and The Wall Street Journal in August.


 In its filing, the Sands said that it did not believe the findings would have material impact on its financial statements, or that they warranted revisions in its past statements. The company said that it was too early to determine whether the investigation would result in any losses. “The company is cooperating with all investigations,” the statement said.


 The Sands’ activities in China came under the scrutiny of federal investigators after 2010, when Steven C. Jacobs, the former president of the company’s operations in Macau, filed a wrongful-termination lawsuit in which he charged that he had been pressured to exercise improper leverage against government officials. He also accused the company of turning a blind eye toward Chinese organized crime figures operating in its casinos.


 Mr. Adelson began his push into China over a decade ago, after the authorities began offering a limited number of gambling licenses in Macau, a semiautonomous archipelago in the Pearl River Delta that is the only place in the country where casino gambling is legal.


 But as with many lucrative business spheres in China, the gambling industry on Macau is laced with corruption. Companies must rely on the good will of Chinese officials to secure licenses and contracts. Officials control even the flow of visitors, many of whom come on government-run junkets from the mainland.


 As he maneuvered to enter Macau’s gambling market, Mr. Adelson, who is well known in the United States for his financial and political clout, became enmeshed in often intertwining political and business dealings. At one point he reportedly intervened on behalf of the Chinese government to help stall a House resolution condemning the country’s bid for the 2008 Summer Olympics on the basis of its human rights record.


 In 2004, he opened his first casino there, the Sands Macau, the enclave’s first foreign owned gambling establishment. This was followed by his $2.4 billion Venetian in 2007.


 Some Sands subsidiaries have also come under investigation by Chinese authorities for violations that included using money for business purposes not reported to the authorities, resulting in fines of over a million dollars.


 Success in Macau has made Mr. Adelson, 78, one of the richest people in the world. He and his wife, Miriam, own 53.2 percent of Las Vegas Sands, the world’s biggest casino company by market value. Last year, Forbes estimated his fortune at $24.9 billion.


 Mr. Adelson became the biggest single donor in political history during the 2012 presidential election, giving more than $60 million to eight Republican candidates, including Newt Gingrich and Mitt Romney, through “super PACs.” He presides over a global empire of casinos, hotels and convention centers.


Michael Luo and Thomas Gaffney contributed reporting.



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Hasbro Expands Transformers Brand Into New Media


Marcus Yam for The New York Times


Ryan Yzquierdo, who has been a Transformers fan since he was 7, is introducing his daughter to the franchise.







To Hasbro, no one is too young or too old to play with a Transformers robot, watch a Transformers television show or play a Transformers video game.




The toy maker started the Transformers franchise with a Japanese partner in 1984. The concept — robots disguised as everyday objects — was originally aimed at 5-year-old boys. But as those boys have grown up and had children and even grandchildren, Hasbro has expanded the brand into other media and added new toy lines to appeal to everyone from toddlers to adults.


Take Rescue Bots, for example.


The main Transformers brand contains mature themes, with big robots battling for control of the planet. To engage children ages 3 to 7, Hasbro introduced Rescue Bots in 2011, featuring toy robots as first responders.


“The goal there is to take what you have and bring an age-relevant message, which is to get away from the battle and the fighting and focus on the heroic nature of Transformers,” said Jay Duke, global vice president for the Transformers brand at Hasbro.


That was enough to convince Ryan Yzquierdo, who has been a Transformers fan since he was 7, that Rescue Bots were a good way to introduce Transformers to his 3-year-old daughter.


“Each toy focused on a different motor skill, which was a big selling point for me and my wife,” said Mr. Yzquierdo, who started a Web site, Seibertron.com, devoted to Transformers in 2000.


When buying toys and games for their children, parents often look to favorites from their own childhood. Their nostalgia for beloved toys from their past helps create a bonding experience with their little ones.


Toy makers have long tried to build enduring brands that can be passed down to the next generation. Those intellectual properties are cheaper to develop because the toy companies do not have to pay a licensing fee to an outside partner. They also bring in added revenue through licensing fees paid by other companies, like makers of apparel and school accessories.


In Transformers, Hasbro has one of the most valuable brands among toy makers. In 2011, the year the third Transformers movie was released, Hasbro recorded $960 million in sales from products related to Transformers and Beyblade, a spinning top game, according to the company’s latest annual earnings report.


When it was developed in 1984, Transformers consisted of a toy line and an animated television series.


But in 2007, Hasbro began a new strategy to build the brand into a worldwide franchise that now includes live-action movies, video games, publishing and even theme park rides.


“There are not a lot of brands like that in the world that have that strong emotional resonance across generations,” said John A. Frascotti, global chief marketing officer at Hasbro.


For older boys, Hasbro has extended the brand into mobile apps, video games and comic books. For adults, the company has licensed an annual Transformers convention called BotCon and organizes events at conventions like Comic-Con International in San Diego.


But the growth of the Transformers franchise has had its pitfalls, too. When there is not a Transformers movie rumbling through theaters, the toy line stumbles. Hasbro reported net income of $130.3 million for the fourth quarter of 2012, a 6.3 percent decline from the previous year. Sales in its boys business fell 23 percent in the quarter from the same period in 2011, the year the last Transformers movie came out.


Analysts say it is important for Hasbro to keep the Transformers brand fresh in non-movie years.


“Hasbro focuses on these big, home-run movies. When they don’t have one, they get punished for it,” said Jaime M. Katz, an analyst at Morningstar.


Investors expect sales in the boys category to decline this year as well, but to rebound in 2014 when the next Transformers movie is released, said Felicia R. Hendrix, a Barclays analyst. “The real problem around this is that their boys’ line seems to be very movie-driven,” Ms. Hendrix said, adding that Hasbro should try to make the brand more evergreen.


Toward that end, the company showed previews of two new Transformers toy lines, Beast Hunters and Construct-Bots, last month at the annual Toy Fair in New York. The Beast Hunters theme, which features robots that morph into predatory animals, will encompass several areas, including television, toys and licensing, while Construct-Bots will allow boys to build their own Transformers.


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F-35 Jets Returned to Service by Pentagon





The Pentagon lifted its grounding of the new F-35 jet fighter on Thursday after concluding that a turbine blade had cracked on a single plane after it was overused in test operations.


The office that runs the program said no other cracks were found in inspections of the other engines made so far, and no engine redesign was needed.


It said the engine in which the blade cracked was in a plane that “had been operated at extreme parameters in its mission to expand the F-35 flight envelope.”


The program office added that “prolonged exposure to high levels of heat and other operational stressors on this specific engine were determined to be the cause of the crack.”


All flights were suspended last week for the 64 planes built so far once the crack, which stretched for six-tenths of an inch, was found during a routine inspection.


Pratt & Whitney, which makes the engines, investigated the problem with military experts. The company, a unit of United Technologies, said on Wednesday that the crack occurred after that engine was operated more than four times longer in a high-temperature flight environment than the engines would in normal use.


The F-35, a supersonic jet meant to evade enemy radar, is the Pentagon’s most expensive program and has been delayed by various technical problems. The program could cost $396 billion if the Pentagon builds 2,456 jets by the late 2030s.


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DealBook: Heinz Case May Involve a Side Bet in London

Regulators have escalated an investigation into suspicious trades placed ahead of the $23 billion takeover of H. J. Heinz, focusing on a complex derivatives bet routed through London, according to two people briefed on the matter.

The development builds on a recent regulatory action on a Goldman Sachs account in Switzerland that bought Heinz options contracts. It also comes a week after the Federal Bureau of Investigation said it opened a criminal inquiry.

An unusual spike in trading volume in Heinz options a day before the deal was announced first attracted the scrutiny of investigators. The Securities and Exchange Commission is also examining fluctuations in ordinary stock trades. The Financial Industry Regulatory Authority, Wall Street’s self-regulatory group, recently referred suspicious stock trades to the S.E.C., a person who was briefed on the matter said.

Now the S.E.C. is looking into a more opaque corner of the investing world, examining a product known as a contract-for-difference, a derivative that allows investors to bet on changes in the price of stocks without owning the shares. Such contracts are not regulated in the United States, but are popular in Britain.

The expansion of the Heinz investigation illustrates the growing challenges facing American regulators. Charged with policing the American exchanges, authorities increasingly find themselves having to hunt through a dizzyingly complex global marketplace.

Following a number of prominent crackdowns on insider stock trading, a campaign that scared the markets, investors are seeking subtler and more sophisticated tools to seize on confidential tidbits. Trading operations also flocked overseas, a careful move that forces the S.E.C. to navigate a maze of international regulations before identifying suspect traders.

The Heinz case illustrates the shift, as the S.E.C. relies on Swiss authorities to expose the trader behind the Heinz options bets.

The suspicious options trades were routed through a Goldman Sachs account in Zurich, where laws prevent the firm from sharing details of the account holder’s identity. In a complaint filed two weeks ago, the S.E.C. froze the account of “one or more unknown traders.” A federal judge upheld that freeze last week, a move that will prevent the traders from spending their winnings or moving the money.

The series of well-timed options trades, bets that produced $1.7 million in profits, came just a day before Berkshire Hathaway and the investment firm 3G Capital announced that they had agreed to buy the ketchup maker. News of the deal sent the company’s shares, and the value of the options contracts, soaring.

The S.E.C. called the trading “highly suspicious,” given that there was scant options trading in Heinz in previous months.

“Irregular and highly suspicious options trading immediately in front of a merger or acquisition announcement is a serious red flag,” Daniel M. Hawke, head of the commission’s market abuse unit, said recently.

While the identity remains a secret, the account holder is a Goldman private wealth management client, according to a person briefed on the matter who was not authorized to speak on the record. Goldman executives in Zurich know the identity of the person, but laws prohibit those executives from sharing the name with American regulators and even Goldman executives outside of Switzerland.

Finma, the Swiss regulator, is the gatekeeper for American regulators. The S.E.C. contacted Finma in an effort to learn more about the trading, and the Swiss regulator has promised to help. It could take weeks to identify the traders.

Goldman has hired outside counsel to advise it on the situation, according to people briefed on the situation who were not authorized to speak on the record. The bank, which is not accused of wrongdoing, is cooperating with the investigation.

An S.E.C. spokesman declined to comment.

The agency’s inquiry may cast a cloud over the Heinz deal. After the traders are identified, the focus will turn to the many insiders who had information on the deal and could have leaked details. Dozens of people had confidential information about the deal, including bankers, lawyers and executives for both the buyers and the seller.

As the agency continues to build its case against the options trades, it also is examining suspicious contracts-for-difference.

Investors increasingly favor the contracts because they require little capital investment and can be traded on margin. They are popular on the London Stock Exchange, where regulators are now focusing some attention.

In essence, the derivatives contracts are a side bet on the price of a stock. They have drawn criticism for being opaque, in part because users are not actually trading the shares of a company, but rather a contract linked to those shares.

Regulators have examined the use of the contracts before when accusations of insider trading have arisen. In 2008, the British Financial Services Authority fined an investor for market abuse, saying the investor had used a contract-for-difference to profit from inside information on the Body Shop, a retailer. The person was making a bet in this case that the shares would fall in value.

Despite the focus on such complex products in the Heinz case, the S.E.C. is also examining more mundane activity in equity trades ahead of the deal.

Finra is helping the agency build its investigation. The group created an Office of Fraud Detection and Market Intelligence as a sort of clearinghouse of information.

A Finra official declined to comment on Wednesday.

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Media Decoder Blog: SFX Entertainment Buys Electronic Dance Music Site

SFX Entertainment, the company led by the media executive Robert F. X. Sillerman, has agreed to buy the music download site Beatport, part of the company’s plan to build a $1 billion empire centered on the electronic dance music craze.

Mr. Sillerman declined on Tuesday to reveal the price. But two people with direct knowledge of the transaction, who were not authorized to speak about it, said it was for a little more than $50 million.

Beatport, founded in Denver in 2004, has become the pre-eminent download store for electronic dance music, or E.D.M., with a catalog of more than one million tracks, many of them exclusive to the service. It says it has nearly 40 million users, and while the company does not disclose sales numbers, it is said to be profitable.

The site has also become an all-purpose online destination for dance music, with features like a news feed, remix contests and D.J. profiles. Those features, and its reach, could help in Mr. Sillerman’s plan to unite the disparate dance audience through media.

“Beatport gives us direct contact with the D.J.’s and lets us see what’s popular and what’s not,” Mr. Sillerman said in an interview. “Most important, it gives us a massive platform for everything related to E.D.M.”

Since the company was revived last year, SFX has focused mostly on live events, with the promoters Disco Donnie Presents and Life in Color; recently it also invested in a string of nightclubs in Miami and formed a joint venture with ID&T, the European company behind festivals like Sensation, to put on its events in North America.

In the 1990s, Mr. Sillerman spent $1.2 billion creating a nationwide network of concert promoters under the name SFX, which he sold to Clear Channel Entertainment in 2000 for $4.4 billion; those promoters are now the basis of Live Nation’s concert division.

Matthew Adell, Beatport’s chief executive, said that being part of SFX could help the company extend its business into live events, and also into countries where the dance genre is exploding, like India and Brazil.

“We already are by far the largest online destination of qualified fans and talent in the market,” Mr. Adell said, “and we can continue to grow that.”

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DealBook: Confirmation Hearing for Mary Jo White Said to Be Scheduled for March

Mary Jo White appears poised to face a Senate confirmation hearing next month, a crucial step for the former federal prosecutor on her path to becoming the top Wall Street regulator.

Ms. White, whose nomination to lead the Securities and Exchange Commission has lingered for over a month, plans to testify in March before the Senate Banking Committee, three Congressional officials briefed on the matter said on Monday. The committee has not set a firm date for the confirmation hearing, the officials said, though lawmakers have tentatively scheduled her to appear the week of March 11.

At the hearing, one official said, Ms. White will most likely join Richard Cordray, who is in line to become director of the Consumer Financial Protection Bureau. In January, when the White House nominated Ms. White to the S.E.C. spot, it reappointed Mr. Cordray to a position he has held for the last year under a temporary recess appointment.

The Senate last year declined to confirm him in the face of Republican and Wall Street opposition to the newly created consumer bureau. Republicans are likely to voice similar skepticism at the hearing next month.

While some officials have quietly expressed concerns about Ms. White’s role as a Wall Street defense lawyer, her nomination is not expected to face major complications. An S.E.C. spokesman did not immediately respond to a request for comment.

The timetable laid out on Monday offers Ms. White additional weeks to prepare. Over the last couple of weeks, she has received multiple briefings from agency staff members about new securities rules and the structure of the stock market, an official said. The briefings will in part prepare her for the confirmation hearing, which is expected to cover a broad scope of topics.

While Ms. White is a skilled litigator, she lacks experience in financial rule-writing and regulatory minutiae, a potential stumbling block for her nomination. Lawmakers also expect to raise questions about her movements through the revolving door that bridges government service and private practice. Some Democrats, a person briefed on the matter said, will question whether she is cozy with Wall Street.

In private practice, Ms. White defended some of Wall Street’s biggest names, including Kenneth D. Lewis, a former chief of Bank of America. As the head of litigation at Debevoise & Plimpton, she also represented JPMorgan Chase and the board of Morgan Stanley. Her husband, John W. White, is co-chairman of the corporate governance practice at Cravath, Swaine & Moore, where he represents many of the companies that the S.E.C. regulates.

(Ms. White has agreed to recuse herself from many matters that involve former clients, while her husband has agreed to convert his partnership at Cravath from equity to nonequity status.)

Despite some reservations, she is expected to receive broad support on Capitol Hill. When President Obama nominated her last month, Senator Charles E. Schumer of New York was one of several Democrats to praise her prosecutorial prowess, calling her “tough as nails” during stints as a federal prosecutor in Brooklyn and as the first female United States attorney in Manhattan.

While she handled some white-collar and securities cases, her specialty was terrorism and organized crime. As a federal prosecutor in New York City for more than a decade, she helped oversee the prosecution of the crime figure John Gotti and directed the case against those responsible for the 1993 World Trade Center bombing. She also supervised the original investigation into Osama bin Laden and Al Qaeda.

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Paul McIlhenny, Head of a Tabasco Empire, Dies at 68





Paul C. P. McIlhenny took joy in escorting visitors to his company’s warehouse, where wooden whiskey barrels filled with the aging pepper mash that is the main ingredient in Tabasco sauce were stacked six-high to the ceiling.







William Widmer for The New York Times

Paul McIlhenny, at company headquarters in Avery Island, La.








Lars Klove for The New York Times

The McIlhenny company has been making Tabasco pepper sauce since 1868.






With a flourish, he would ask an employee to crack open a couple of barrels. After the stinging smell of the peppers was noted, he asked guests to dab the mash with a finger and gingerly lick it.


Tears flowed, air was gasped for and, at the host’s invitation, spit flew to clear tongues.


Mr. McIlhenny had no doubt played the culinary instigator countless times in his 45 years at the McIlhenny Company, the makers of Tabasco pepper sauce, perhaps Louisiana’s best known product. But he still chuckled as he gave his guests small spoons that earned them entry into the Not So Ancient Order of the Not So Silver Spoon.


Mr. McIlhenny, the chairman and chief executive of the family-owned McIlhenny Company, died on Saturday in New Orleans. He was 68. The cause was apparently a heart attack.


His death was announced by the McIlhenny Company.


Mr. McIlhenny became chief executive in 2000. During his tenure, the company enjoyed record growth, thanks in part to the introduction of new products, like chipotle, sweet and spicy and Buffalo-style hot sauces and the expansion of a catalog business that sells Tabasco neckties and teddy bears. Mr. McIlhenny also formed licensing deals with the makers of A1 steak sauce, Spam, Cheez-Its and other supermarket staples.


The great-grandson of Edmund McIlhenny, who invented Tabasco sauce after the Civil War, Paul Carr Polk McIlhenny was born in Houston on March 19, 1944, with his twin sister, Sara. He attended the Woodberry Forest School in Virginia and the University of the South in Tennessee, and served stateside in the Marine Corps Reserve.


Mr. McIlhenny joined the family business in 1967 and was groomed by his cousin Walter S. McIlhenny, then president of the company. His first jobs included loading peppers in the field, processing the pepper mash and loading cases of sauce onto rail cars. He lived on the West Coast to learn the company’s retail sales and food broker operations.


Back at the company headquarters on Avery Island, La., he worked in the marketing, advertising, purchasing and food service departments, among others.


Mr. McIlhenny split his time between New Orleans and Avery Island, which sits on a large salt dome in bayou country. There, peppers are grown for their seeds, which are shipped to growers overseas. The mash that returns is aged for three years before being mixed with vinegar and stirred for one month. After the skins and seeds of the peppers are removed, the sauce is sent to the bottling plant. About 750,000 bottles modeled after the cologne-style bottles used for the first batch of the sauce made in 1868 roll off the lines daily.


Like many in his family, Mr. McIlhenny was active in environmental preservation efforts. He was on the board of the America’s Wetland Foundation.In 2010, he was inducted into the James Beard Foundation’s Who’s Who of Food and Beverage in America. During Mardi Gras in 2006, with New Orleans reeling from Hurricane Katrina, Mr. McIlhenny reigned as Rex, the King of Carnival. Survivors include his wife, Judith Goodwin McIlhenny; two daughters, Barbara McIlhenny Fitz-Hugh and Rosemary McIlhenny Dinkins; a brother, Gustaf; a sister, Sara McIlhenny Ringle; and four grandchildren.


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Many States Say Cuts Would Burden Fragile Recovery





States are increasingly alarmed that they could become collateral damage in Washington’s latest fiscal battle, fearing that the impasse could saddle them with across-the-board spending cuts that threaten to slow their fragile recoveries or thrust them back into recession.




Some states, like Maryland and Virginia, are vulnerable because their economies are heavily dependent on federal workers, federal contracts and military spending, which will face steep reductions if Congress allows the automatic cuts, known as sequestration, to begin next Friday. Others, including Illinois and South Dakota, are at risk because of their reliance on the types of federal grants that are scheduled to be cut. And many states simply fear that a heavy dose of federal austerity could weaken their economies, costing them jobs and much-needed tax revenue.


So as state officials begin to draw up their budgets for next year, some say that the biggest risk they see is not the weak housing market or the troubled European economy but the federal government. While the threat of big federal cuts to states has become something of a semiannual occurrence in recent years, state officials said in interviews that they fear that this time the federal government might not be crying wolf — and their hopes are dimming that a deal will be struck in Washington in time to avert the cuts.


The impact would be widespread as the cuts ripple across the nation over the next year.


Texas expects to see its education aid slashed hundreds of millions of dollars, which could force local school districts to fire teachers, if the cuts are not averted. Michigan officials say they are in no position to replace the lost federal dollars with state dollars, but worry about cuts to federal programs like the one that helps people heat their homes. Maryland is bracing not only for a blow to its economy, which depends on federal workers and contractors and the many private businesses that support them, but also for cuts in federal aid for schools, Head Start programs, a nutrition program for pregnant women, mothers and children, and job training programs, among others.


Gov. Bob McDonnell of Virginia, a Republican, warned in a letter to President Obama on Monday that the automatic spending cuts would have a “potentially devastating impact” and could force Virginia and other states into a recession, noting that the planned cuts to military spending would be especially damaging to areas like Hampton Roads that have a big Navy presence. And he noted that the whole idea of the proposed cuts was that they were supposed to be so unpalatable that they would force officials in Washington to come up with a compromise.


“As we all know, the defense, and other, cuts in the sequester were designed to be a hammer, not a real policy,” Mr. McDonnell wrote. “Unfortunately, inaction by you and Congress now leaves states and localities to adjust to the looming threat of this haphazard idea.”


The looming cuts come just as many states feel they are turning the corner after the prolonged slump caused by the recession. Gov. Martin O’Malley of Maryland, a Democrat, said he was moving to increase the state’s cash reserves and rainy day funds as a hedge against federal cuts.


“I’d rather be spending those dollars on things that improve our business climate, that accelerate our recovery, that get more people back to work, or on needed infrastructure — transportation, roads, bridges and the like,” he said, adding that Maryland has eliminated 5,600 positions in recent years and that its government was smaller, on a per capita basis, than it had been in four decades. “But I can’t do that. I can’t responsibly do that as long as I have this hara-kiri Congress threatening to drive a long knife through our recovery.”


Federal spending on salaries, wages and procurement makes up close to 20 percent of the economies of Maryland and Virginia, according to an analysis by the Pew Center on the States.


But states are in a delicate position. While they fear the impact of the automatic cuts, they also fear that any deal to avert them might be even worse for their bottom lines. That is because many of the planned cuts would go to military spending and not just domestic programs, and some of the most important federal programs for states, including Medicaid and federal highway funds, would be exempt from the cuts.


States will see a reduction of $5.8 billion this year in the federal grant programs subject to the automatic cuts, according to an analysis by Federal Funds Information for States, a group created by the National Governors Association and the National Conference of State Legislatures that tracks the impact of federal actions on states. California, New York and Texas stand to lose the most money from the automatic cuts, and Puerto Rico, which is already facing serious fiscal distress, is threatened with the loss of more than $126 million in federal grant money, the analysis found.


Even with the automatic cuts, the analysis found, states are still expected to get more federal aid over all this year than they did last year, because of growth in some of the biggest programs that are exempt from the cuts, including Medicaid.


But the cuts still pose a real risk to states, officials said. State budget officials from around the country held a conference call last week to discuss the threatened cuts. “In almost every case the folks at the state level, the budget offices, are pretty much telling the agencies and departments that they’re not going to backfill — they’re not going to make up for the budget cuts,” said Scott D. Pattison, the executive director of the National Association of State Budget Officers, which arranged the call. “They don’t have enough state funds to make up for federal cuts.”


The cuts would not hit all states equally, the Pew Center on the States found. While the federal grants subject to the cuts make up more than 10 percent of South Dakota’s revenue, it found, they make up less than 5 percent of Delaware’s revenue.


Many state officials find themselves frustrated year after year by the uncertainty of what they can expect from Washington, which provides states with roughly a third of their revenues. There were threats of cuts when Congress balked at raising the debt limit in 2011, when a so-called super-committee tried and failed to reach a budget deal, and late last year when the nation faced the “fiscal cliff.”


John E. Nixon, the director of Michigan’s budget office, said that all the uncertainty made the state’s planning more difficult. “If it’s going to happen,” he said, “at some point we need to rip off the Band-Aid.”


Fernanda Santos contributed reporting.



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Sheryl Sandberg, ‘Lean In’ Author, Hopes to Spur Movement





Before Sheryl Sandberg, the chief operating officer of Facebook, started to write “Lean In,” her book-slash-manifesto on women in the workplace, she reread Betty Friedan’s “The Feminine Mystique.” Like the homemaker turned activist who helped start a revolution 50 years ago, Ms. Sandberg wanted to do far more than sell books.







Todd Heisler/The New York Times

Sheryl Sandberg, the chief operating officer of Facebook, is trying to create her own version of consciousness-raising groups.






Ms. Sandberg, whose ideas about working women have prompted both enthusiasm and criticism, is attempting nothing less than a Friedan-like feat: a national discussion of a gender-problem-that-has-no-name, this time in the workplace, and a movement to address it.


When her book is published on March 11, accompanied by a carefully orchestrated media campaign, she hopes to create her own version of the consciousness-raising groups of yore: “Lean In Circles,” as she calls them, in which women can share experiences and follow a Sandberg-crafted curriculum for career success. (First assignment: a video on how to command more authority at work by changing how they speak and even sit.)


“I always thought I would run a social movement,” Ms. Sandberg, 43, said in an interview for “Makers,” a new documentary on feminist history.


And yet no one knows whether women will show up for Ms. Sandberg’s revolution, a top-down affair propelled by a fortune worth hundreds of millions on paper, or whether the social media executive can form a women’s network of her own. Only a single test “Lean In Circle” exists. With less than three weeks until launch — which will include a spread in Time magazine and splashy events like a book party at Mayor Michael R. Bloomberg’s home — organizers cannot say how many more groups may sprout up.


Even her advisers acknowledge the awkwardness of a woman with double Harvard degrees, dual stock riches (from Facebook and Google, where she also worked), a 9,000-square-foot house and a small army of household help urging less fortunate women to look inward and work harder. Will more earthbound women, struggling with cash flow and child care, embrace the advice of a Silicon Valley executive whose book acknowledgments include thanks to her wealth adviser and Oprah Winfrey?


“I don’t think anyone has ever tried to do this from anywhere even close to her perch,” said Debora L. Spar, president of Barnard College, who invited Ms. Sandberg to deliver a May 2011 commencement address about gender in the workplace that caught fire online. (Ms. Sandberg, who will grant her first book interview to the CBS program “60 Minutes,” declined to comment for this article.)


Despite decades of efforts, and some visible exceptions, the number of top women leaders in many fields remains stubbornly low: for example, 21 of the current Fortune 500 chief executives are women. In her book, to be published by Knopf, Ms. Sandberg argues that is because women face invisible, even subconscious, barriers in the workplace, and not just from bosses. In her view, women are also sabotaging themselves. “We hold ourselves back in ways both big and small, by lacking self-confidence, by not raising our hands, and by pulling back when we should be leaning in,” she writes, and the result is that “men still run the world.”


Ms. Sandberg wants to take women through a collective self-awareness exercise. In her book, she urges them to absorb the social science showing they are judged more harshly and paid less than men; resist slowing down in mere anticipation of having children; insist that their husbands split housework equally; draft short- and long-term career plans; and join a “Lean In Circle,” which is half business school and half book club.


The project has the feel of a social experiment: what if women at major corporations could review research on how to overcome gender barriers, along with instruction on skills like negotiation and communication? Will working women, already stretched thin, attend nighttime video lectures on “Unconditional Responsibility” and “Using Stories Powerfully”? The instructions for the gatherings, provided to The New York Times by an outside adviser to the project, are precise, down to membership requirements (participants can miss no more than two monthly meetings per year) and the format (15-minute check-in, 3 minutes each for personal updates, a 90-minute presentation, then discussion).


Ms. Sandberg has asked a wide array of women to contribute their success stories to her new Web site. (Jill Abramson, the executive editor of The Times, wrote an essay, and the newspaper is one of many corporations to sign on to the project.) The written requests ask for positive endings, suggesting that tales closing with missed promotions or broken marriages are unwelcome. Hoping to reach beyond an elite audience, Ms. Sandberg and her foundation joined forces with Cosmopolitan magazine, which is publishing a 40-page supplement to its April issue devoted to Ms. Sandberg’s ideas, and plan to spread her message to community colleges, according to those involved in the project.


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The Trade: A Revolving Door in Washington With Spin, but Less Visibility

Obsess all you’d like about President Obama’s nomination of Mary Jo White to head the Securities and Exchange Commission. Who heads the agency is vital, but important fights in Washington are happening in quiet rooms, away from the media gaze.

After a widely praised stint as a tough United States attorney, Ms. White spent the last decade serving so many large banks and investment houses that by the time she finishes recusing herself from regulatory matters, she may be down to overseeing First Wauwatosa Securities.

Ms. White maintains she can run the S.E.C. without fear or favor. But the focus shouldn’t be limited to whether she can be effective. For lobbyists, the real targets are regulators and staff members for lawmakers.

Ms. White, at least, will have to sit for Congressional testimony, answer occasional questions from the media and fill out disclosure forms. Staff members, however, work in untroubled anonymity for the most part. So, while everyone knows there’s a revolving door — so naïve to even bring it up! — few realize just how fluidly it spins.

Take what happened late last month as Washington geared up for more fights about the taxing, spending and the deficit. The Senate majority leader, Harry Reid, Democrat of Nevada, decided to bolster his staff’s expertise on taxes.

So on Jan. 25, Mr. Reid’s office announced that he had appointed Cathy Koch as chief adviser to the majority leader for tax and economic policy. The news release lists Ms. Koch’s admirable and formidable experience in the public sector. “Prior to joining Senator Reid’s office,” the release says, “Koch served as tax chief at the Senate Finance Committee.”

It’s funny, though. The notice left something out. Because immediately before joining Mr. Reid’s office, Ms. Koch wasn’t in government. She was working for a large corporation.

Not just any corporation, but quite possibly the most influential company in America, and one that arguably stands to lose the most if there were any serious tax reform that closed corporate loopholes. Ms. Koch arrives at the senator’s office by way of General Electric.

Yes, General Electric, the company that paid almost no taxes in 2010. Just as the tax reform debate is heating up, Mr. Reid has put in place a person who is extraordinarily positioned to torpedo any tax reform that might draw a dollar out of G.E. — and, by extension, any big corporation.

Omitting her last job from the announcement must have merely been an oversight. By the way, no rules prevent Ms. Koch from meeting with G.E. or working on issues that would affect the company.

The senator’s office, which declined to make Ms. Koch available for an interview, says that she will support the majority leader in his efforts to close corporate tax loopholes. His office said in a statement that the senator considered her knowledge of the private sector to be an asset and that she complied with “all relevant Senate ethics rules and disclosures.”

In a statement, the senator’s spokesman said, “The impulse in some quarters to reflexively cast suspicion on private sector experience is part of what makes qualified individuals reluctant to enter public service.”

Over in bank regulatory land, meanwhile, January was playing out like a Beltway remake of “Freaky Friday.”

Julie Williams, chief counsel for the Office of the Comptroller of the Currency and a major friend of the banks for years, had been recently shown the door by Thomas J. Curry, the new head of the regulator. Banking reform advocates took that to be an omen that a new era might be dawning at the agency, which has often been a handmaiden to large banks.

Ms. Williams, of course, landed on her feet. She’s now at the Promontory Financial Group, a classic Washington creature that is a private sector mirror image of a regulatory body. Promontory is the Shadow O.C.C. The firm was founded by a former head of the agency, Eugene A. Ludwig, and if you were to walk down the halls swinging a copy of the Volcker Rule, you would be sure to hit a former O.C.C. official. Promontory says only about 5 percent of its employees come from the O.C.C., but concedes that more than a quarter are former regulators.

Promontory, as the firm explains on its Web site, “excels at helping financial companies grapple with and resolve critical issues, particularly those with a regulatory dimension.” But it plays for the other team, too, by helping the O.C.C. put into effect regulatory reviews. The dreary normality of this is a Washington scandal in the Michael Kinsley sense: a perfectly legal one.

Promontory, which demurred on a request to talk with Ms. Williams, has a different view. The firm doesn’t lobby or help in litigation. It argues that after banks stop fighting regulators and lobbying against rules, then they come to Promontory to figure out how to fix their problems and comply.

“We are known in the industry as the tough-love doctors,” said Mr. Ludwig, the chief executive of Promontory. “I am deeply committed to financial stability, and the only way to have stability is to do the right thing in both the spirit and letter of the law.”

Hmm. Remember the Independent Foreclosure Review, the program that the O.C.C. and other federal bank regulators trumpeted as the largest effort to compensate victims of big banks’ foreclosure abuses? As my colleague at ProPublica, Paul Kiel, detailed last year, that review involved consultants like Promontory essentially letting banks decide who was victimized. How well did that work? So well that the regulators had to scuttle the program because it hadn’t given one red cent to homeowners but somehow, I don’t know how, managed to send more than $1.5 billion to consultants — including Promontory.

Promontory maintains that it complied with the conditions set out by the O.C.C. And the review was replaced by a settlement, which the regulators say will compensate victims — though the average payout is small beer.

Who, exactly, makes the rules at the O.C.C.? I mentioned “Freaky Friday.” That’s because at the agency, Ms. Williams is being replaced by Amy Friend. And where is Ms. Friend coming from? Wait for it … Promontory. In March, maybe they’ll do the switcheroo back.

The O.C.C. didn’t make Ms. Friend available but said that her “talent, integrity and commitment to public service are beyond reproach” and would be subject to the rule requiring her to recuse herself for a year on matters specifically relating to her former employer.

I spoke with people who said she was a smart and dedicated public servant, an expert on the Dodd-Frank Act who can help complete the scandalously long list of unfinished rules and expedite its adoption.

“Amy Friend is absolutely rowing in the right direction,” said a Senate staff member who worked on efforts to push for stronger financial regulation.

Let’s hope so.

But people also described Ms. Friend as pragmatic. In Washington, that’s the ultimate compliment. Sadly, that has come to mean someone who seeks compromise and never pushes for an overhaul when a quarter-measure will do.

Washington today resembles something like the end of “Animal Farm.” People move from one side of the table to the other and up and down the Acela corridor with ease. An outsider looking at a negotiating table would glance from lobbyist to staff member, from colleague to former colleague, from pig to man and from man to pig and find it impossible to say which is which.


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Honda to Offer Customers a Home Solar System Option





Automakers have long resorted to incentives like zero-percent financing, rewards points and rebates to inspire customer loyalty. Now Honda is offering a different deal: inexpensive home solar power systems for customers.




Through a partnership with SolarCity, a residential and commercial installer, Honda and Acura will offer their customers home solar systems at little or no upfront cost, the companies said on Tuesday. The automaker will also offer its dealers preferential terms to lease or buy systems from SolarCity on a case-by-case basis, executives said.


The deal, in which Honda will provide financing for $65 million worth of installations, will help the automaker promote its environmental aims and earn a modest return, executives said. It could also open the door for more corporate investment in solar leasing companies, which has largely been limited to a small cluster of banks to provide capital for their projects.


And SolarCity, one of the few clean-tech start-ups to find a market for an initial public offering of its stock last year, will potentially gain access to tens of millions of new customers through Honda’s vast lists of current and previous owners.


“When we partner with financial institutions, they aren’t promoting us to their customers, they’re essentially just providing us with capital,” said Lyndon R. Rive, SolarCity’s chief executive. But with Honda, he said, the company is gaining, “access to a broader customer base, and a customer base that is conscious of the environment.”


Whether the marriage will prove successful remains to be seen. “I don’t think that by finding Honda buyers you’ve homed in on the perfect solar customer, but there’s enough overlapping between the demographics that you’re better off than the general population,” said Shayle Kann, vice president at GTM Research, adding that car buyers were more likely to own their homes and have the income and credit history to qualify for solar leasing. While the American solar industry in general has been struggling in the face of declining government subsidies, overcapacity in production and a glut of inexpensive Chinese panels, interest and investment in solar leasing, or third-party ownership, has continued to grow. According to a recent report from GTM Research, a renewable energy consulting firm that is a unit of Greentech Media, third-party ownership accounts for more than 70 percent of all residential installations in developed markets like Arizona, California and Colorado and has generated at least $3.4 billion in private investment since 2008.


SolarCity and a rival, Sunrun, were among pioneers of the approach, but players like Clean Power Finance and Vivint, a home security company owned by the Blackstone Group, are also gaining momentum.


In a typical arrangement, a company provides a system at little or no cost in exchange for a long-term contract in which the customer pays a fixed fee for the electricity generated, set at less than the customer would pay for power from the local utility. The solar price often rises over the life of the agreement, which can last 20 years.


Honda approached SolarCity more than a year ago when it was looking for a partner to provide solar installation services for its hybrid and electric vehicle customers, said Ryan Harty, American Honda’s assistant manager for environmental business development. The company then decided to expand to all its customers — a group it is defining “very, very broadly,” Mr. Harty said, to include not just car owners but also those who have explored its Web sites. The offer will be available in 14 states: Arizona, California, Colorado, Connecticut, Delaware, Hawaii, Maryland, Massachusetts, New York, New Jersey, Oregon, Pennsylvania, Texas and Washington, and the District of Columbia.


The two companies say they hope the joint venture leads to projects that integrate solar power and electric vehicle recharging for its customers.


The program will give Honda and Acura customers an extra $400 discount on top of SolarCity’s normal promotions, which they can use to sweeten the terms of the solar contract, like eliminating the escalation of the monthly payment. Honda projects the fund can finance as many as 3,000 systems on homes and 20 for its dealers. If the program catches on, Honda plans to expand it. Executives said they saw more immediate promise in cutting carbon emissions through solar power than the electric vehicles it would sell.


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DealBook Column: A Reputation, Once Sullied, Acquires a New Shine

How do you describe Steven L. Rattner?

Up until three years ago, he was typically referred to in these pages as a former journalist turned successful financier — the vice chairman of the investment bank Lazard and then a co-founder of the Quadrangle Group, the private equity firm.

With much fanfare, he then became the White House auto czar assigned to fix General Motors and Chrysler, after years of trying to become part of the Washington firmament like so many on Wall Street who have wanted to make the leap.

He was the ultimate consigliere to power. Then, it all fell apart.

He was accused of using “pay to play” practices while raising money from a New York state pension fund when he was still at Quadrangle. In 2010 he paid more than $16 million to Andrew M. Cuomo, who was then New York’s attorney general, and the Securities and Exchange Commission to settle the civil cases without admitting or denying wrongdoing.

He was “banned from appearing in any capacity before any public pension fund within the State of New York for five years” and for “associating with any investment adviser or broker dealer” for two years, according to the suits. As the case proceeded, he stepped down from his position in the Obama administration.

Among the cocktail party circuit in Manhattan, Mr. Rattner was Topic A. And the schadenfreude was thick. Mr. Rattner, the narrative developed, had become Wall Street’s Icarus, flying too close to the sun. The New Republic headlined one article: “Rattner Hoisted on His Own Petard.” The question was asked: Would he ever eat lunch in this town again? And what about Washington?

Now, two years later, Mr. Rattner is lunching all over town. And, in truth, he may have never stopped.

As Mr. Rattner sat across from me in Midtown Manhattan two weeks ago, his re-emergence as power magnate was well under way. He is the overseer of Mayor Michael R. Bloomberg’s fortune of billions of dollars — you could call Mr. Rattner a money manager but that doesn’t capture the scope of it. He has appeared as a pundit about the economy on television (MSNBC’s “Morning Joe,” ABC’s “This Week” and “Fox News Sunday,” among others) and in newspapers (The Financial Times, Politico and The New York Times). And to take the story full circle, the Obama administration, which had eased Mr. Rattner out of his role, appears to have re-embraced him, even using him to campaign for the president last fall.

“It was the worst thing that ever happened in my professional life,” Mr. Rattner, who had taken off his trademark tortoise-rim glasses, said of the accusations and the settlement. “If you asked me, do I wish I had done some things differently about this whole situation, of course I wish I had done some things differently.” More on that in a moment, but he also has clearly worked unremittingly to move on. “Looking back, it was a bit like the half life of a radioactive isotope. Every few months the intensity of what happened seemed to go down by half,” Mr. Rattner added, as he sipped English Breakfast tea.

If there was a question about his current status — and whether the chattering classes had moved on — the guest list of his 60th birthday party this last summer, overlooking Rockefeller Center, may provide the answer: Mr. Bloomberg, Barry Diller, Jamie Dimon, Harvey Weinstein, Senator Charles E. Schumer, Ralph Lauren, Brian Roberts and Fred Wilpon, among others, were all in attendance.

When Vice President Biden held his holiday party in December, Mr. Rattner was there. And at the home of Hillary Clinton last month for her farewell party from the State Department, where Mr. Rattner’s wife, Maureen White, works, he was there, too. (His wife was the finance co-chairwoman of the Hillary Clinton for President campaign.)

In a city where powerful figures are dropped at the whiff of trouble — and rarely return to positions of significant influence despite efforts at comebacks — Mr. Rattner’s narrative of a meteoric rise to embarrassing scandal and back again is notable.

His re-emergence may also be a telling commentary about the way the nation’s elite flock to people with power — and those with powerful friends.

Some of his friends, many of whom declined to comment on the record, said they were willing to overlook his past transgressions because they felt he had paid for them, through the fines and the negative publicity. Others said that he had always been honest with them. Still, there are other friends who say they have distanced themselves from him but haven’t cut him off entirely for fear of alienating themselves from other people in his circle.

Mr. Diller, the chairman of IAC, counts himself among Mr. Rattner’s friends. “Whatever complications there were, I never thought he was culpable.” He added, “When you get anybody who is up there, then the takedown is going to have a pile-on effect. It is the nature of public life.”

That may be a truism. But at the time of the scandal, Mr. Cuomo used particularly pointed language: “Steve Rattner was willing to do whatever it took to get his hands on pension fund money including paying kickbacks, orchestrating a movie deal, and funneling campaign contributions.”

In the S.E.C.’s case, David Rosenfeld of the New York regional office said then that Mr. Rattner “delivered special favors and conducted sham transactions that corrupted the Retirement Fund’s investment process.”

Before we go any further, some disclosures are in order: It is well documented that Mr. Rattner is a longtime friend and confidant of the publisher of this newspaper, Arthur Sulzberger Jr. (Mr. Sulzberger was in attendance at Mr. Rattner’s birthday party, too.) Mr. Rattner was a reporter for The Times in the late 1970s and early 1980s. He also now writes a monthly Op-Ed column in The Times, arguably providing him with a powerful platform that increases his influence. I purposely haven’t discussed anything about Mr. Rattner with Mr. Sulzberger before writing this column. Now that that’s done, let’s continue.

Mr. Rattner’s re-emergence was not assured.

“There were some people inevitably who I thought were my friends who I found out were more fair weather and especially some in the political world,” he said. “I’m sure they said to themselves, let’s just keep a little space here and see what happens to Steve as opposed to let’s embrace Steve and say he’s my friend.”

One friend who never left was Mr. Bloomberg. When news of Mr. Cuomo’s case against him first broke, Mr. Rattner sent him an e-mail to give him a heads-up about the situation. Mr. Bloomberg’s reply? “The only thing wrong with you is your golf game.”

In an interview, Mr. Bloomberg said, “Steve is a good friend. You stick by your friends. And I don’t worry about what people say.” And despite all the chatter about Mr. Rattner, Mr. Bloomberg added, “I never heard anyone say they wouldn’t invite Steven Rattner to a party because of what was happening.”

The White House was less forgiving. While the Obama administration and Mr. Rattner portrayed his exit from Washington in July 2009 as a natural time to leave since his role helping G.M. through a government supported bankruptcy was finished, the president clearly made no effort to keep him, given the investigation hanging over him.

On the merits of the case that Mr. Rattner settled with Mr. Cuomo — which Mr. Rattner once described as “close to extortion” — he still has strong views. He and several other private equity firms, including the Carlyle Group, were accused of using Hank Morris, a political consultant, to help the firms obtain hundreds of millions of dollars to manage for the New York state pension fund.

Mr. Morris pleaded guilty to a felony count of violating the Martin Act for paying kickbacks and went to prison. Mr. Rattner was also accused of influencing a film distribution company that Quadrangle owned to secure a DVD distribution deal for a low-budget movie called “Chooch” that was produced by a pension fund official’s brother.

Mr. Rattner said: “I can’t imagine that any of the many firms that hired Hank Morris wouldn’t do that differently, given what he turned out to be. I appreciate clearly how important it is to avoid even the appearance of impropriety.”

Mr. Rattner and Mr. Cuomo chose to settle the case on what some lawyers described as benign terms given the penalty of a $26 million fine and a lifetime ban from the securities industry that Mr. Cuomo originally sought. Mr. Rattner settled for $10 million and a ban from working with New York State pension funds for five years, none of which has prevented him from continuing his role of managing Mr. Bloomberg’s money.

Unusually, Mr. Cuomo even agreed that Mr. Rattner’s settlement would include none of the usual language about admitting or denying wrongdoing, which allows Mr. Rattner to deny he ever broke the law. Mr. Rattner said he chose to settle the case, rather than fight what he said he expected to be a drawn-out court battle, because he wanted to move on with his life. He also paid $6.2 million to settle the S.E.C. case.

He clearly feels a sense of regret about some his actions, but declined to discuss the accusations in detail, citing the settlements.

A spokesman for Governor Cuomo declined to comment.

Mr. Rattner said he discovered a unique indicator to measure the impact of the scandal, which might just prove his theory that he should be compared with a radioactive isotope.

Right after the settlement, Mr. Rattner, who has long been active in political fund-raising for Democrats, said nobody would take his money. In fact, one politician, whom he declined to name, sent back a $500 donation from 2011. Several months later, he began to receive solicitations from politicians looking for his help in raising funds, he said. But does that say more about the state of Washington politics or Mr. Rattner?

Despite his past, the White House called him last fall and talked about his campaigning for the president in Ohio, where the auto bailout was an important issue. (Mr. Rattner published a book in September 2010 about his experience in trying to fix Detroit called “Overhaul: An Insider’s Account of the Obama Administration’s Emergency Rescue of the Auto Industry.”)

David Axelrod, who was President Obama’s senior strategist for his re-election campaign, said in an e-mail of Mr. Rattner, “Whatever happened in New York didn’t obviate the great service he rendered.” He added: “Steve did an extraordinary job for the administration and the country in helping to shape the auto plan, which was a clear success.”

So will Mr. Rattner ever have a chance to work in government again? For years, his name was always part of the parlor game of potential nominees for Treasury secretary.

He had a quick answer about returning to Washington: “Probably not.” He said now that he had worked in the capital and lived in the glare of the spotlight, he better appreciates the upside and downside. He said: “I had a great experience, but I also found out how thankless and frustrating it can be.”

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Allure of Self-Insurance Draws Concern Over Costs





WASHINGTON — Federal and state officials and consumer advocates have grown worried that companies with relatively young, healthy employees may opt out of the regular health insurance market to avoid the minimum coverage standards in President Obama’s sweeping law, a move that could drive up costs for workers at other companies.




Companies can avoid many standards in the new law by insuring their own employees, rather than signing up with commercial insurers, because Congress did not want to disrupt self-insurance arrangements that were seen as working well for many large employers.


“The new health care law created powerful incentives for smaller employers to self-insure,” said Deborah J. Chollet, a senior fellow at Mathematica Policy Research who has been studying the insurance industry for more than 25 years. “This trend could destabilize small-group insurance markets and erode protections provided by the Affordable Care Act.”


It is not clear how many companies have already self-insured in response to the law or are planning to do so. Federal and state officials do not keep comprehensive statistics on the practice.


Self-insurance was already growing before Mr. Obama signed the law in 2010, making it difficult to know whether the law is responsible for any recent changes. A study by the nonpartisan Employee Benefit Research Institute found that about 59 percent of private sector workers with health coverage were in self-insured plans in 2011, up from 41 percent in 1998.


But experts say the law makes self-insurance more attractive for smaller employers. When companies are self-insured, they assume most of the financial risk of providing health benefits to employees. Instead of paying premiums to insurers, they pay claims filed by employees and health care providers. To avoid huge losses, they often sign up for a special kind of “stop loss” insurance that protects them against very large or unexpected claims, say $50,000 or $100,000 a person.


Such insurance serves as a financial backstop for the employer if, for example, an employee is found to have cancer, needs an organ transplant or has a premature baby requiring intensive care.


In a report to clients last year, SNR Denton, a law firm, wrote, “Faced with mandates to offer richer benefits with less cost-sharing, small and midsize employers in particular are increasingly considering self-insuring.”


Officials from California, Maine, Minnesota, Utah, Washington and other states expressed concern about the potential proliferation of these arrangements at a recent meeting of the National Association of Insurance Commissioners.


Stop-loss insurers can and do limit the coverage they provide to employers for selected employees with medical problems. As a result, companies with less healthy work forces may find self-insuring more difficult.


Christina L. Goe, the top lawyer for the Montana insurance commissioner, said that stop-loss insurance companies were generally “free to reject less healthy employer groups because they are not subject to the same restrictions as health insurers.”


Insurance regulators worry that commercial insurers — and the insurance exchanges being set up in every state to offer a range of plan options to consumers — will be left with disproportionate numbers of older, sicker people who are more expensive to insure.


That, in turn, could drive up premiums for uninsured people seeking coverage in the exchanges. Since the federal government will subsidize that coverage, it, too, could face higher costs, as would some employees and employers in the traditional insurance market.


Large employers with hundreds or thousands of employees have historically been much more likely to insure themselves because they have cash to pay most claims directly.


Now, employee benefit consultants are promoting self-insurance for employers with as few as 10 or 20 employees.


Raeghn L. Torrie, the chief financial officer of Autonomous Solutions, a developer of robotic equipment based in Petersboro, Utah, said her business started a self-insured health plan for its 44 employees on Jan. 1 as a way to cope with the uncertainties created by the new law.


“We have a pretty young, healthy group of employees,” she said.


In Marshfield, Mo., J. Richard Jones, the president of Label Solutions, an industrial label-printing company with 42 employees, said he switched to a self-insurance plan this year “to hold down costs that were going up because of government regulation under Obamacare.”


The Township of Freehold, N.J., made a similar decision in January to gain more control over benefits and costs for its 260 employees.


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Dismissed as Doomsayers, Advocates for Meteor Detection Feel Vindicated





For decades, scientists have been on the lookout for killer objects from outer space that could devastate the planet. But warnings that they lacked the tools to detect the most serious threats were largely ignored, even as skeptics mocked the worriers as Chicken Littles.







Jim Watson/Agence France-Presse — Getty Images

Dr. Edward Lu, a former NASA astronaut and Google executive, has warned about space threats.






No more. The meteor that rattled Siberia on Friday, injuring hundreds of people and traumatizing thousands, has suddenly brought new life to efforts to deploy adequate detection tools, in particular a space telescope that would scan the solar system for dangers.


A group of young Silicon Valley entrepreneurs who helped build thriving companies like eBay, Google and Facebook has already put millions of dollars into the effort and saw Friday’s shock wave as a turning point in raising hundreds of millions more.


“Wouldn’t it be silly if we got wiped out because we weren’t looking?” said Edward Lu, a former NASA astronaut and Google executive who leads the detection effort. “This is a wake-up call from space. We’ve got to pay attention to what’s out there.”


Astronomers know of no asteroids or comets that pose a major threat to the planet. But NASA estimates that fewer than 10 percent of the big dangers have been discovered.


Dr. Lu’s group, called the B612 Foundation after the imaginary asteroid on which the Little Prince lived, is one team of several pursuing ways to ward off extraterrestrial threats. NASA is another, and other private groups are emerging, like Planetary Resources, which wants not only to identify asteroids near Earth but also to mine them.


“Our job is to be the first line of defense, and we take that very seriously,” James Green, the director of planetary science at NASA headquarters, said in an interview Friday after the Russian strike. “No one living on this planet has ever before been hurt. That’s historic.”


Dr. Green added that the Russian episode was sure to energize the field and that an even analysis of the meteor’s remains could help reveal clues about future threats.


“Our scientists are excited,” he said. “Russian planetary scientists are already collecting meteorites from this event.”


The slow awakening to the danger began long ago, as scientists found hundreds of rocky scars indicating that cosmic intruders had periodically reshaped the planet.


The discoveries included not just obvious features like Meteor Crater in Arizona, but wide zones of upheaval. A crater more than a hundred miles wide beneath the Yucatán Peninsula in Mexico suggested that, 65 million years ago, a speeding rock from outer space had raised enough planetary mayhem to end the reign of the dinosaurs.


Some people remain skeptical of the cosmic threat and are glad for taxpayer money to go toward urgent problems on Earth rather than outer space. But many scientists who have examined the issues have become convinced that better precautions are warranted in much the same way that homeowners buy insurance for unlikely events that can result in severe damage to life and property.


Starting in the 1980s and 1990s, astronomers turned their telescopes on the sky with increasing vigor to look for killer rocks. The rationale was statistical. They knew about a number of near misses and calculated that many other rocky threats whirling about the solar system had gone undetected.


In 1996, with little fanfare, the Air Force also began scanning the skies for speeding rocks, giving credibility to an activity once seen as reserved for doomsday enthusiasts. It was the world’s first known government search.


The National Aeronautics and Space Administration took a lead role with what it called the Spaceguard Survey. In 2007, it issued a report estimating that 20,000 asteroids and comets orbited close enough to the planet to deliver blows that could destroy cities or even end all life. Today, with limited financing, NASA supports modest telescopes in the southwestern United States and in Hawaii that make more than 95 percent of the discoveries of the objects coming near the Earth.


Scientists lobbied hard for a space telescope that would get high above the distorting effects of the Earth’s atmosphere. It would orbit the Sun, peering across the solar system, and would have a much better chance of finding large space rocks.


But with the nation immersed in two wars and other earthly priorities, the government financing never materialized. Last year, Dr. Lu, who left the NASA astronaut corps in 2007 to work for Google, joined with veterans of the space program and Silicon Valley entrepreneurs to accelerate the asteroid hunt.


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Supreme Court to Hear Monsanto Seed Patent Case


Aaron P. Bernstein for The New York Times


Vernon Hugh Bowman, an Indiana farmer, is challenging Monsanto, the world's largest seed company, over genetically modified crops.







With his mere 300 acres of soybeans, corn and wheat, Vernon Hugh Bowman said, “I’m not even big enough to be called a farmer.”




Yet the 75-year-old farmer from southwestern Indiana will face off Tuesday against the world’s largest seed company, Monsanto, in a Supreme Court case that could have a huge impact on the future of genetically modified crops, and also affect other fields from medical research to software.


At stake in Mr. Bowman’s case is whether patents on seeds — or other things that can self-replicate — extend beyond the first generation of the products.


It is one of two cases before the Supreme Court related to the patenting of living organisms, a practice that has helped give rise to the biotechnology industry but which critics have long considered immoral. The other case, involving a breast cancer risk test from Myriad Genetics, will determine whether human genes can be patented. It is scheduled to be heard April 15.


Monsanto says that a victory for Mr. Bowman would allow farmers to essentially save seeds from one year’s crop to plant the next year, eviscerating patent protection. In Mr. Bowman’s part of Indiana, it says, a single acre of soybeans can produce enough seeds to plant 26 acres the next year.


Such a ruling would “devastate innovation in biotechnology,” the company wrote in its brief. “Investors are unlikely to make such investments if they cannot prevent purchasers of living organisms containing their invention from using them to produce unlimited copies.”


The decision might also apply to live vaccines, cell lines and DNA used for research or medical treatment, and some types of nanotechnology.


Many organizations have filed briefs in support of Monsanto’s position — universities worried about incentives for research, makers of laboratory instruments and some big farmer groups like the American Soybean Association, which say seed patents have spurred crop improvements. The Justice Department is also supporting Monsanto’s argument.


BSA/The Software Alliance, which represents companies like Apple and Microsoft, said in a brief that a decision against Monsanto might “facilitate software piracy on a broad scale” because software can be easily replicated. But it also said that a decision that goes too far the other way could make nuisance software patent infringement lawsuits too easy to file.


Some critics of biotechnology say that a victory for Mr. Bowman could weaken what they see as a stranglehold that Monsanto and some other big biotech companies have over farmers, which they say has led to rising seed prices and the lack of high-yielding varieties that are not genetically engineered.


Patents have “given seed companies enormous power, and it’s come at the detriment of farmers,” said Bill Freese, science policy analyst for the Center for Food Safety, which was an author of a brief on the side of Mr. Bowman. “Seed-saving would act as a much needed restraint on skyrocketing biotech seed prices.”


Farmers who plant seeds with Monsanto’s technology must sign an agreement not to save the seeds, which means they must buy new seeds every year.


Monsanto has a reputation for vigorously protecting its intellectual property.


The Center for Food Safety, which has tracked the cases, said Monsanto had filed more than 140 patent infringement lawsuits involving 410 farmers and 56 small farm businesses, and had so far received $23.67 million in recorded judgments. The center says there are many other cases in which farmers settled out of court or before a suit was filed.


Monsanto says it must stop infringers to be fair to the large majority of farmers who do pay to use its technology.


But Monsanto typically exercises no control over soybeans or corn once farmers sell their harvested crops to grain elevators, which in turn sell them for animal feed, food processing or industrial use.


Mr. Bowman said that for his main soybean crop, he honored Monsanto’s agreement, buying new seeds each year containing the Roundup Ready gene, which makes the plants immune to the herbicide Roundup. That technology is hugely popular, used in more than 90 percent of the nation’s soybeans, because it allows farmers to spray fields to kill weeds without hurting the crop.


This article has been revised to reflect the following correction:

Correction: February 15, 2013

An earlier version of the home page summary for this article incorrectly described the crops produced from Monsanto seeds as pesticide-resistant. They are resistant to the herbicide Roundup, not a pesticide.



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DealBook: Confidence on Upswing, Mergers Make Comeback

The mega-merger is back.

For the corporate takeover business, the last half-decade was a fallow period. Wall Street deal makers and chief executives, brought low by the global financial crisis, lacked the confidence to strike the audacious multibillion-dollar acquisitions that had defined previous market booms.

Cycles, however, turn, and in the opening weeks of 2013, merger activity has suddenly roared back to life. On Thursday, Berkshire Hathaway, the conglomerate run by Warren E. Buffett, said it had teamed up with Brazilian investors to buy the ketchup maker H. J. Heinz for about $23 billion. And American Airlines and US Airways agreed to merge in a deal valued at $11 billion.

Those transactions come a week after a planned $24 billion buyout of the computer company Dell by its founder, Michael S. Dell, and private equity backers. And Liberty Global, the company controlled by the billionaire media magnate John C. Malone, struck a $16 billion deal to buy the British cable business Virgin Media.

“Since the crisis, one by one, the stars came into alignment, and it was only a matter of time before you had a week like we just had,” said James B. Lee Jr., the vice chairman of JPMorgan Chase.

Still, bankers and lawyers remain circumspect, warning that it is still too early to declare a mergers-and-acquisitions boom like those during the junk bond craze of 1989, the dot-com bubble of 1999 and the leveraged buyout bonanza of 2007. They also say that it is important to pay heed to the excesses that developed during these moments of merger mania, which all ended badly.

A confluence of factors has driven the recent deals. Most visibly, the stock market has been on a tear, with the Standard & Poor’s 500-stock index this week briefly hitting its highest levels since November 2007. Higher share prices have buoyed the confidence of chief executives, who now, instead of retrenching, are looking for ways to expand their businesses.

A number of clouds that hovered over the markets last year have also been removed, eliminating the uncertainty that hampered deal making. Mergers and acquisitions activity in 2012 remained tepid as companies took a wait-and-see approach over the outcome of the presidential election and negotiations over the fiscal cliff. The problems in Europe, which began in earnest in 2011, shut down a lot of potential transactions, but the region has since stabilized.

“When we talk to our corporate clients as well as the bankers, we keep hearing them talk about increased confidence,” said John A. Bick, a partner at the law firm Davis Polk & Wardwell, who advised Heinz on its acquisition by Mr. Buffett and his partners.

Mr. Bick said that mega-mergers had a psychological component, meaning that once transactions start happening, chief executives do not want to be left behind. “In the same way that success breeds success, deals breed more deals,” he said.

A central reason for the return of big transactions is the mountain of cash on corporate balance sheets. After the financial crisis, companies hunkered down, laying off employees and cutting costs. As a result, they generated savings. Today, corporations in the S.& P. 500 are sitting on more than $1 trillion in cash. With interest rates near zero, that money is earning very little in bank accounts, so executives are looking to put it to work by acquiring businesses.

The private equity deal-making machine is also revving up again. The world’s largest buyout firms have hundreds of billions of dollars of “dry powder” — money allotted to deals in Wall Street parlance — and they are on the hunt. The proposed leveraged buyout of Dell, led by Mr. Dell and the investment firm Silver Lake Partners, was the largest private equity transaction since July 2007, when the Blackstone Group acquired the hotel chain Hilton Worldwide for $26 billion just as the credit markets were seizing up.

But perhaps the single biggest factor driving the return of corporate takeovers is the banking system’s renewed health. Corporations often rely on bank loans for financing acquisitions, and the ability of private equity firms to strike multibillion-dollar transactions depends on the willingness of banks to lend them money.

For years, banks, saddled by the toxic mortgage assets weighing on their balance sheets, turned off the lending spigot. But with the housing crisis in the rearview mirror and economic conditions slowly improving, banks are again lining up to provide corporate loans at record-low interest rates to finance acquisitions.

The banks, of course, are major beneficiaries of megadeals, earning big fees from both advising on the transactions and lending money to finance them. Mergers and acquisitions in the United States total $158.7 billion so far this year, according to Thomson Reuters data, more than double the amount in the same period last year. JPMorgan, for example, has benefited from the surge, advising on four big deals in recent weeks, including the Dell bid and Comcast’s $16.7 billion offer for the rest of NBCUniversal that it did not already own.

Mr. Buffett, in a television interview last month, declared that the banks had repaired their businesses and no longer posed a threat to the economy. “The capital ratios are huge, the excesses on the asset aside have been largely cleared out,” said Mr. Buffett, whose acquisition of Heinz will be his second-largest acquisition, behind his $35.9 billion purchase of a majority stake in the railroad company Burlington Northern Santa Fe in 2009.

While Wall Street has an air of giddiness over the year’s start, most deal makers temper their comments about the current environment with warnings about undisciplined behavior like overpaying for deals and borrowing too much to pay for them.

Though private equity firms were battered by the financial crisis, they made it through the downturn on relatively solid ground. Many of their megadeals, like Hilton, looked destined for bankruptcy after the markets collapsed, but they have since recovered. The deals have benefited from an improving economy, as well as robust lending markets that allowed companies to push back the large amounts of debt that were to have come due in the next few years.

But there are still plenty of cautionary tales about the consequences of overpriced, overleveraged takeovers. Consider Energy Future Holdings, the biggest private equity deal in history. Struck at the peak of the merger boom in October 2007, the company has suffered from low natural gas prices and too much debt, and could be forced to restructure this year. Its owners, a group led by Kohlberg Kravis Roberts and TPG, are likely to lose billions.

Even Mr. Buffett made a mistake on Energy Future Holdings, having invested $2 billion in the company’s bonds. He admitted to shareholders last year that the investment was a blunder and would most likely be wiped out.

“In tennis parlance,” Mr. Buffett wrote, “this was a major unforced error.”

Michael J. de la Merced contributed reporting.

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Japanese Economy Contracts and Remains in Recession





TOKYO (AP) — Japan’s economy remained mired in recession late last year, shrinking 0.4 percent in annualized terms for the third straight quarter of contraction on feeble demand at home and overseas.


The government reported Thursday that growth for all of 2012 was 1.9 percent, after a 0.6 percent contraction in 2011 and a 4.7 percent increase in 2010 and a 5.5 percent contraction in 2009.


The figures were worse than expected, as many analysts had forecast the economy may have emerged from recession late last year as the Japanese yen weakened against other major currencies, giving a boost to Japanese export manufacturers.


Prime Minister Shinzo Abe, who took office in late December, is championing aggressive spending and monetary stimulus to help get growth back on track. He has lobbied the central bank to set an inflation target of 2 percent, aimed at breaking out of Japan’s long bout of deflation, or falling prices, that he says are inhibiting corporate investment and growth.


But the Bank of Japan was not expected to announce any major new initiatives from a policy meeting on Thursday. The current central bank governor, Masaaki Shirakawa, is due to leave office on March 19, and Mr. Abe is expected to appoint as his successor an expert who favors his more activist approach to monetary policy.


Last year began on an upbeat note with annual growth in the first quarter at 6 percent as strong government spending on reconstruction from the March 2011 tsunami disaster helped spur demand. But the economy contracted in the second quarter and deteriorated further as frictions with China over a territorial dispute hurt exports to one of Japan’s largest overseas markets.


Despite the dismal data for last year, many in Japan expect at least a temporary bump to growth from higher government spending on public works and other programs. An index measuring consumer confidence, released this week, jumped to its highest level since 2007, the biggest increase in a single month.


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Media Decoder Blog: Comcast Buys Rest of NBC in Early Sale

8:53 p.m. | Updated Comcast gave NBCUniversal a $16.7 billion vote of confidence on Tuesday, agreeing to pay that sum to acquire General Electric’s remaining 49 percent stake in the entertainment company. The deal accelerated a sales process that was expected to take several more years.

Brian Roberts, chief executive of Comcast, said the acquisition, which will be completed by the end of March, underscored a commitment to NBCUniversal and its highly profitable cable channels, expanding theme parks and the resurgent NBC broadcast network.

“We always thought it was a strong possibility that we’d some day own 100 percent,” Mr. Roberts said in a telephone interview.

He added that the rapidly changing television business and the growing necessity of owning content as well as the delivery systems sped up the decision. “It’s been a very smooth couple of years, and the content continues to get more valuable with new revenue streams,” he said.

Comcast also said that NBCUniversal would buy the NBC studios and offices at 30 Rockefeller Center, as well as the CNBC headquarters in Englewood Cliffs, N.J. Those transactions will cost about $1.4 billion.

Mr. Roberts called the 30 Rockefeller Center offices “iconic” and said it would have been “expensive to replicate” studios elsewhere for the “Today” show, “Saturday Night Live,” “Late Night With Jimmy Fallon” and other programs produced there. “We’re proud to be associated with it,” Mr. Roberts said of the building.

With the office space comes naming rights for the building, according to a General Electric spokeswoman. So it is possible that one of New York’s most famous landmarks, with its giant red G.E. sign, could soon be displaying a Comcast sign instead.

When asked about a possible logo swap on the building, owned by Tishman Speyer, Mr. Roberts told CNBC, that is “not something we’re focused on talking about today.” Nevertheless, the sale was visible in a prominent way Tuesday night: the G.E. letters, which have adorned the top of 30 Rock for several decades, were no longer illuminated.

Comcast, with a conservative, low-profile culture, had clashed with the G.E. approach, according to employees and executives in television. Comcast moved NBCUniversal’s executive offices from the 52nd floor to the 51st floor — less opulent space that features smaller executive offices and a cozy communal coffee room instead of General Electric’s lavish executive dining room.

Comcast took control of NBCUniversal in early 2011 by acquiring 51 percent of the media company from General Electric. The structure of the deal gave Comcast the option of buying out G.E. in a three-and-a-half to seven-year time frame. In part because of the clash in corporate cultures, television executives said, both sides were eager to accelerate the sale.

Price was also a factor. Mr. Roberts said he believed the stake would have cost more had Comcast waited. Also, he pointed to the company’s strong fourth-quarter earnings to be released late Tuesday afternoon, which put it in a strong position to complete the sale.

Comcast reported a near record-breaking year with $20 billion in operating cash flow in the fiscal year 2012. In the three months that ended Dec. 31, Comcast’s cash flow increased 7.3 percent to $5.3 billion. Revenue at NBCUniversal grew 4.8 percent to $6 billion.

“We’ve had two years to make the transition and to make the investments that we believe will continue to take off,” Mr. Roberts said.

The transactions with General Electric will be largely financed with $11.4 billion of cash on hand, $4 billion of subsidiary senior unsecured notes to be issued to G.E. and a $2 billion in borrowings.

Even with the investment in NBCUniversal, Comcast said it would increase its dividend by 20 percent to 78 cents a share and buy back $2 billion in stock in 2013.

When it acquired the 51 percent stake two years ago, Comcast committed to paying about $6.5 billion in cash and contributed all of its cable channels, including E! and some regional sports networks, to the newly established NBCUniversal joint venture. Those channels were valued at $7.25 billion.

The transaction made Comcast, the single biggest cable provider in the United States, one of the biggest owners of cable channels, too. NBCUniversal operates the NBC broadcast network, 10 local NBC stations, USA, Bravo, Syfy, E!, MSNBC, CNBC, the NBC Sports Network, Telemundo, Universal Pictures, Universal Studios, and a long list of other media brands.

Mr. Roberts and Michael J. Angelakis, vice chairman and chief financial officer for the Comcast Corporation, led the negotiations that began last year with Jeffrey R. Immelt, chief executive of General Electric, and Keith Sharon, the company’s chief financial officer. JPMorgan Chase, Goldman Sachs, Centerview Partners and CBRE provided financial and strategic advice.

The sale ends a long relationship between General Electric and NBC that goes back before the founding days of television. In 1926, the Radio Corporation of America created the NBC network. General Electric owned R.C.A. until 1930. It regained control of R.C.A., including NBC, in 1986, in a deal worth $6.4 billion at the time.

In a slide show on the company’s “GE Reports” Web site titled “It’s a Wrap: GE, NBC Part Ways, Together They’ve Changed History,” G.E. said the deal with Comcast “caps a historic, centurylong journey for the two companies that gave birth to modern home entertainment.”

Mr. Immelt has said that NBCUniversal did not mesh with G.E.’s core industrial businesses. That became even more apparent when the company became a minority stakeholder with no control over how the business was run, according to a person briefed on G.E.’s thinking who could not discuss private conversations publicly.

“By adding significant new capital to our balanced capital allocation plan, we can accelerate our share buyback plans while investing in growth in our core businesses,” Mr. Immelt said in a statement. He added: “For nearly 30 years, NBC — and later NBCUniversal — has been a great business for G.E. and our investors.”

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