DealBook: Insider Trading Inquiry Includes Mickelson and Icahn

The divergent lives of a championship golfer, a high-rolling gambler and a billionaire investor have collided in a federal insider trading investigation.

Federal authorities are examining a series of well-timed trades made by the golfer Phil Mickelson and the gambler William T. Walters, people briefed on the investigation said, focusing on trading in two different stocks. The authorities are also questioning what role, if any, the investor Carl C. Icahn may have had in sharing information about one of the stocks: the consumer products company Clorox.

Mr. Mickelson, a three-time winner of the Masters golf tournament and one of the country's highest-earning athletes, placed his Clorox trade in 2011, the people briefed on the investigation said. Mr. Walters, an owner of golf courses who is often considered the most successful sports bettor in the country, made a similar trade about that time, the people added.

Mr. Icahn, a 78-year-old billionaire and one of the best-known investors in the world, was mounting a takeover bid for Clorox around the time that Mr. Mickelson and Mr. Walters placed their trades.

The F.B.I. and Securities and Exchange Commission, which are leading the inquiry along with federal prosecutors in Manhattan, are examining whether Mr. Icahn leaked details of his Clorox bid to Mr. Walters, the people briefed on the investigation said. One theory, the people said, is that Mr. Walters might have passed that information to Mr. Mickelson.

Around the time of the trading, the S.E.C. sent Mr. Icahn a routine request for information about his dealings in Clorox, the people briefed on the matter said. Federal authorities, whose investigation has dragged on for more than two years without yielding definitive evidence of insider trading, are also examining phone records to see whether Mr. Walters spoke to Mr. Icahn shortly before the trades. Mr. Icahn's bid for Clorox ultimately failed. Mr. Mickelson, Mr. Walters and Mr. Icahn have not been accused of any wrongdoing. Mr. Icahn, even if he did leak secret information about his firm's intentions with Clorox, may have done so legally. It would be illegal if he breached a duty of confidentiality to his own investors.

In a separate strand of the investigation, federal authorities are looking into trading in Dean Foods that has no apparent connection to Mr. Icahn, the people briefed on the matter said. Mr. Walters and Mr. Mickelson placed the trades around August 2012, according to the people, just before the food and beverage company announced its quarterly earnings and a public offering of stock for one of its subsidiaries. The authorities are investigating whether Mr. Walters had a source inside the company itself — and whether others who know Mr. Walters may have traded on the information as well.

Mr. Walters, reached on Friday evening, said, "While I don't have any comment, pal, I'll talk to you later."

In an interview, Mr. Icahn said "I don't give out inside information," adding that "for 50 years I have had an unblemished record." Mr. Icahn, who acknowledged knowing Mr. Walters but said he never met or spoke to Mr. Mickelson, argued that any suggestion he did anything wrong is "irresponsible."

Representatives for Mr. Mickelson did not respond to a request for comment. Federal authorities declined to comment.

For two years, authorities had little to go on besides trading records and a hunch. Then last year, F.B.I. agents approached Mr. Mickelson at Teterboro Airport in New Jersey, one of the people briefed on the matter said, asking the celebrity golfer to discuss his trading.

It is unclear whether Mr. Mickelson knows Mr. Icahn or provided any evidence implicating him or Mr. Walters in the trading. It is possible that the investigations will not produce any charges.

But if the investigation proceeds, it could undermine the reputation of one of America's most popular athletes in Mr. Mickelson, who has won five major championships over a two-decade career. And for Mr. Icahn, the investigation might complicate one of the longest running and most successful careers on Wall Street.

Mr. Icahn made his foray into finance as a stockbroker in the 1960s. He later became a professional agitator, haranguing the country's biggest companies to give him a board seat.

Long before activist investing was in vogue, Mr. Icahn was waging war with executives at companies like Motorola, RJR Nabisco and United States Steel, pushing for corporate changes to increase shareholder value. In the 1980s, Mr. Icahn became synonymous with an era of corporate raiding, leading a hostile takeover of Trans World Airlines.

In recent years, his strategy has mellowed some. Mr. Icahn has become something of an elder statesman on Wall Street, often appearing on the CNBC business channel, at investing conferences and even on Twitter, though he continues to pursue headline-grabbing takeover bids for companies like Clorox.

Mr. Icahn laid the groundwork for a Clorox takeover in early 2011, when he disclosed in a regulatory filing that his various investment firms began amassing shares in the consumer goods manufacturer, thinking the stock was undervalued. Shares of Clorox rose about 6 percent in February 2011, after Mr. Icahn disclosed his stake.

The shares jumped again a few months later after he announced an unsolicited takeover bid for the company. In a letter to Clorox, Mr. Icahn proposed buying the company for $76.50 a share and noted that his firms were Clorox's largest investor.

In the days leading up to Mr. Icahn's bid, there was unusual trading activity in shares of Clorox and options to buy the stock, according to published reports at the time. Successful options trading that comes ahead of corporate deals can be a red flag for regulators.

The investigation into the Clorox trading began at the Financial Industry Regulatory Authority, or Finra, Wall Street's self-regulatory group that monitors suspicious trades. In 2011, the people briefed on the matter said, Finra traced a series of well-timed Clorox trades to Mr. Walters and Mr. Mickelson, just as Mr. Icahn was aiming to gain a foothold on the company's board.

Ultimately, Clorox rebuffed Mr. Icahn's overture. By September 2011, Mr. Icahn withdrew the bid.

Because the bid failed, it is unclear what inside information, if any, Mr. Icahn may have been privy to other than the trading strategy of his own firm, Icahn Enterprises. If Mr. Icahn provided Mr. Walters a heads-up about his activities in connection with the takeover bid, it is not necessarily a violation. Under the laws that govern insider trading, it is not illegal to leak secret information about a future trade.

For such a leak to be illegal, Mr. Icahn most likely would have had to breach a duty to keep the information confidential. Since Mr. Icahn never joined the Clorox board, he probably owed no duty to the company or its shareholders.

Yet if any potential bidder for Clorox breached a duty of confidentiality to his or her own investors, then that could present a legal problem. And in certain cases, even if there is no duty of confidentiality, a little-known securities rule might prevent someone who is mounting a takeover bid to leak "material, nonpublic information" about the offer.

It is unclear how well acquainted Mr. Icahn and Mr. Walters are, but they have crossed paths in Las Vegas. Mr. Icahn is no stranger to the city. Over the years, Mr. Icahn has invested in Las Vegas real estate and is chairman of Tropicana Entertainment, a casino company based in the city. Regulatory filings also show that a small Nevada company controlled by Mr. Walters and his business partner was an early investor in the mobile data provider Voltari, whose largest shareholders include Mr. Icahn's investment firms.

Mr. Mickelson and Mr. Walters have participated in the Pebble Beach Pro Am golf tournament during which professional golfers partner with amateurs and celebrities. Mr. Walters won the tournament in 2008.

Mr. Walters, better known as Billy, has drawn federal scrutiny off and on for years. In 1992, he was acquitted of illegal gambling charges. Years later, the Nevada attorney general charged Mr. Walters with money laundering stemming from his gambling operation. The case resulted in three indictments; courts dismissed each one.

Despite the scrutiny, Mr. Walters firmly belongs to the Las Vegas elite, a generous philanthropist who epitomizes the city's unconventional brand of capitalism. He bought up golf courses — his Bali Hai Golf Club has hosted what it calls the "sexiest golf tournament" in the world, featuring female caddies — and auto dealerships. He also helped finance political campaigns.

In 2011, "60 Minutes" captured Mr. Walters's high-roller status. The anchor, Lara Logan, remarked that "It's hard to find anyone better at winning than Billy Walters."

But during the segment, Mr. Walters complained that his stock picks had not fared as well as his sports bets. He discussed how the worst "crooks" he met were on Wall Street, not in the casinos or betting parlors, mentioning that the most money he lost was on stocks like Enron.

Alexandra Stevenson, Azam Ahmed and Peter J. Henning contributed reporting.

A version of this article appears in print on 05/31/2014, on page A1 of the NewYork edition with the headline: Investor, Bettor, Golfer: Inquiry Into Big Names .

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DealBook: Pfizer Abandons Bid for AstraZeneca

Updated, 9:36 p.m. | On the final day for Pfizer to decide whether to abandon the plan, it said it did not intend to make an offer for AstraZeneca. Last week, the British company rejected what Pfizer had called its final offer. The cash-and-stock bid, which valued AstraZeneca at about $119 billion, would have created the world's largest drug company.

Pfizer had indicated that it would not pursue a hostile bid, which would have allowed AstraZeneca's shareholders to vote on the deal without the approval of AstraZeneca's board. Under British takeover rules, Pfizer is not permitted to make another offer for AstraZeneca for six months. If AstraZeneca's board were to agree to talks, the earliest Pfizer could offer a higher price would be in three months.

"We continue to believe that our final proposal was compelling and represented full value for AstraZeneca based on the information that was available to us," Ian C. Read, Pfizer's chairman and chief, said in a statement. "As we said from the start, the pursuit of this transaction was a potential enhancement to our existing strategy."

The advances by Pfizer, which is based in New York and makes best-selling drugs like Lipitor and Viagra, pitted two of the world's largest drug makers against each other. Powerful political forces on both sides of the Atlantic weighed in on corporate taxes, cancer research and the potential effect on jobs in Britain, where an economic recovery is underway but employment remains shaky.

Pfizer made several offers, all of which AstraZeneca's board rebuffed. The directors said the latest offer, on May 18, "undervalues the company and its attractive prospects."

Leif Johansson, chairman of AstraZeneca, said on Monday, "We welcome the opportunity to continue building on the momentum we have already demonstrated as an independent company."

He said, "In the coming months, we anticipate positive news flow across our core therapeutic areas, which underpins our confidence in the long-term prospects of the business."

Pfizer's final offer valued the company at nearly 70 billion pounds, when AstraZeneca's market capitalization was roughly £55 billion. AstraZeneca, second to GlaxoSmithKline among British drug makers, demanded an offer of more than £74 billion.

That Pfizer was unable to use its vast clout to win its smaller rival, whose performance had been underwhelming, is a coup for AstraZeneca. The British company staged a spirited defense, arguing that its drug development pipeline, dry not long ago, was full of promising new drugs, among them MEDI4736, a lung cancer drug that some analysts say could be worth as much as $6 billion in peak annual sales.

AstraZeneca played up Pfizer's interest, if the merger were to go through, in relocating to Britain for tax purposes, a tactic known as an inversion. Such a move would allow Pfizer to escape a higher American corporate tax rate and free its overseas earnings from any claims by United States tax collectors.

British politicians argued that Pfizer should guarantee jobs, even though AstraZeneca has eliminated plenty of them.

By the end of the bidding process, AstraZeneca shareholders were split on its decision to reject the deal. Its largest shareholder, BlackRock, supported the decision, but wanted AstraZeneca to renew talks with Pfizer about a potential deal later, according to a person familiar with the talks.

Last week, the AXA Group's British investment arm, which owns less than 1 percent of AstraZeneca, said the company's board should allow shareholders to vote on Pfizer's offer.

Schafer Cullen Capital Management, a New York investment manager; the British asset manager Schroders; and Jupiter Fund Management also have encouraged AstraZeneca to restart negotiations. Other shareholders have voiced support for AstraZeneca's board, including Fidelity Worldwide Investment, Threadneedle Asset Management, Investor AB of Sweden, and the influential fund manager Neil Woodford of Woodford Investment Management.

AstraZeneca is now under pressure to achieve ambitious performance targets that it released to defend itself.

Chad Bray contributed reporting.

A version of this article appears in print on 05/27/2014, on page B1 of the NewYork edition with the headline: Pfizer Abandons Bid for AstraZeneca.

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ArtsBeat: ‘The Americans’ Recap: Season 2 Ends With an Answer (Jared) and a Question (Paige)

Recaps are all about spoilers, so if you haven't seen the finale yet, you shouldn't be here, especially since I will begin with the biggest at the top. Stop reading if you don't want to know anything.

The finale of Season 2, "The Echo," finally answered the question "Who killed Emmet and Leanne?" with a surprise answer: their son, Jared.

The very person for whom Elizabeth and Philip wished to avenge their death. And not only did Jared murder his parents (and sister), he also murdered them because they were trying to protect him from joining the Center's Second Generation Illegals program. They were trying to keep him out of danger, and in the end he was the most ruthless one of all.

It's brilliant, in retrospect, that we met Jared at a carnival, where things are not what they seem, and where funhouse mirrors distort expectations. I honestly didn't start suspecting Jared until he and Elizabeth were alone in the woods, just before the murderous American operative Larrick — who was always assumed to be the killer — appeared.

It was such a great whodunit that I forgave Jared's implausible demise: He made his entire lengthy confession gurgling through a mouthful of blood but somehow managed to get the story out, in a perfect arc, before he expired.

Jared shocker aside, Season 2 really turned out to be the Season of Paige. Remember back in Episode 1, when Paige was just kind of a little kid? (Back then, Jared was little more than an extra to us.) By Episode 3, Paige was suspicious enough of her parents to take a bus all the way to Harrisburg, Pa., to meet the creepy "Aunt Helen."

Those suspicions then blossomed into full-fledged, sardonic mistrust. She sure sneaked up on us, innocent little Paige, with her bangs, her sweet plaintive eyes, her down vests. That said, Paige herself for the time being is a relative innocent. Season 2 ends on the question of her fate: Elizabeth and Philip learn in the episode's final moments that the Center is now targeting Paige for the same program they wanted Jared to join.

Throughout a season of great writing and storytelling, the show planted the seeds of Paige's fate. Her story began as a main focus of the plot, then moved to the sidelines and back into the center again, but it was never quite clear how everything — especially her religion kick — was going to come together. Up until the moment when the spy supervisor Claudia spelled it out, we might have guessed something was coming, but we probably would not have guessed what.

What a great scene that was. Claudia, who has had a rocky relationship with Elizabeth and Philip, appeared from behind a stone pillar, as if out of midair, after disappearing at the end of Episode 6. Philip and Elizabeth shared a look of disbelief, and then Claudia, speaking in the sort of reasonable tones that suggested she had emerged as an ally, told them about the Center's plan to recruit Jared, which Emmet and Leanne had fought. She made it clear that none of this was her plan. "I want you to know I had nothing to do with this, she said. "I did not know about it; I would have fought it."

Elizabeth responded, "I believe you," and it seemed that this particular hatchet had finally been buried.

But within seconds, Claudia suddenly turned enemy again, that very same woman Elizabeth has never — it seems now, with reason – been able to trust. "The Center — they want Paige to be next," Claudia said.

There was a pause as viewers shared in Philip and Elizabeth's shock and horror. "That is not an option," Philip said.

"Those are your orders," Claudia said, not mincing any words at that point. "First, soon, you need to tell her who you really are, who she really is. Get her ready. Then develop her until the time the time is right for you to tell her that she will join our ranks."

She then went on about how it was "unforgivable" of the Center to go behind Emmett and Leanne's back, but she had already said this was an order, not a request. So you hoped that Philip and Elizabeth had enjoyed the few moments when they thought Claudia was fully on their side, before she informed them that Paige "belongs to the cause, and to the world." And added, "We all do. You haven't forgotten that, have you?"

The Nina-Stan story wasn't as gasp inducing as the Jared reveal or the Paige-might-become-a-spy stuff, but it was still pretty good.

"Maybe you just don't know me as well as you think," Stan told his wife, Sandra, when she correctly guessed that there was something going on with him other than their separation. I guess maybe I didn't know him as well either, because it was my sense that he was too far gone on Nina to betray her, and boy, was I wrong.

That typewritten note "Tell Nina I'm sorry" was a little terse — the early-'80s equivalent of being dumped by text message — considering what they'd been through together, if getting dumped also regularly entailed being shipped back to an oppressive nation, tried for treason and possibly executed.

Was that the end of Nina? Was that sad/accusing/forlorn look out of the back window of that car the last we, or Stan, will ever see of her? So far, other than seeing Vaklonov in his prison-like environs, we haven't spent a lot of time in the Soviet Union. But it's not unthinkable that if they can redraw the emotional perimeters of the show to include the possibility of Paige as an agent, it is possible to redraw the geographical ones to include the Soviet Union as a location (when Brooklyn isn't posing as Washington). Also, everyone loves the actress playing Nina, Annet Mahendru. There are reasons they'll try to keep her around.

There is no doubt we'll see Philip and Elizabeth. We have been with them through infidelities, wigs, car chases and murders, and, despite their flaws and body count — the episode began with the two of them letting Fred Timbrook bleed to death in a phone booth — we understand them and perhaps even identify with their struggle to raise a family in difficult circumstances. (Even though, you hope, our struggles are less dramatic.)

So we also worry about Paige's becoming an agent, and we certainly applaud when Philip approaches the Rezidentura director, Arkady, at a newsstand and says, "If our organization ever gets anywhere near our daughter without our permission, my wife and I are finished."

But there is the bigger, darker question that Philip and Elizabeth must ask.

"It would destroy her," Philip says of the K.G.B.'s plan.

"To be like us?" counters Elizabeth.

Elizabeth and Philip have been undyingly loyal to the Soviet Union, to "the cause." But what happens when that cause, which promises freedom, tries to enslave them or their children? Do they see the paradox when Paige announced that she was inspired by Jesus, who sacrificed himself for the greater good? Just as Jared declared that the Soviet spies work for something greater than themselves? (The episode is called "The Echo," after all.)

We'll know more in 2015 when "The Americans" comes back for Season 3.

Who suspected Jared? Be honest. Do you think that's it for Nina? Who thinks Paige would make a great K.G.B. agent?

And what little details did you notice? It's telling that while "browsing' magazines at the newsstand, Arkady picks up Popular Mechanics; Philip selects Rolling Stone.

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DealBook: After Fed, Bernanke Offers His Wisdom, for a Big Fee

On Tuesday, Ben S. Bernanke spoke in Abu Dhabi; on Wednesday, he was in Johannesburg. By Friday, he was in Houston. That week in March was a particularly busy one for Mr. Bernanke, the former chairman of the Federal Reserve.

During his eight years as steward of the world's largest economy, Mr. Bernanke's salary was about $200,000 a year. Now he makes that in just a few hours speaking to bankers, hedge fund billionaires and leaders of industry. This year alone, he is poised to make millions of dollars from speaking engagements.

Mr. Bernanke is following a well-trodden path that his predecessor, Alan S. Greenspan, and other Washington policy makers have taken. On the speaking circuit, he is putting just one foot through the revolving door between Washington and Wall Street, being paid by financial firms but not employed by one.

Investors are dealing with an economy that is in large part the creature of Fed policies under Mr. Bernanke, and they are willing to pay top dollar for his words of wisdom as a result.

Mr. Bernanke has agreed to speak with a Middle Eastern bank, private equity firms and trade associations, as well as at investment bank get-togethers, charging his hosts fees that range from $200,000 in the United States and $400,000 for engagements in Asia. While he has dined with hedge fund managers at small events arranged by investment and brokerage firms including JPMorgan Chase, some Wall Street firms have balked at the high fees.

"Chairman Bernanke decided after he left office, like most good civil servants, that he wanted to make a little bit of money and did the dinner circuit," Michael E. Novogratz, a principal of Fortress Investment Group, told an audience of wealth managers at a conference in Las Vegas last week.

At his first of several dinners after retiring from the Fed in March, Mr. Bernanke spoke to a group of hedge fund managers, including Mr. Novogratz, at Le Bernardin in Midtown Manhattan. The setting was so intimate that the group took up just one of the four-star restaurant's three private dining rooms.

"At those dinners he gave credence to the idea that the Fed believed in lower potential G.D.P. and lower potential inflation," Mr. Novogratz said.

"I think that got through to the market and that was kind of the accelerator of this giant trade in fixed income that has happened," he added, referring to an unexpected rally in government bonds. The market has rallied this year as investors, concerned that the economy will not grow as fast as expected, have sought safer assets like Treasury securities.

"I think that the markets and investors will put more credence on what Bernanke says," said David Rosenberg, chief economist and strategist at Gluskin Sheff. Referring to Mr. Bernanke's successor, Janet L. Yellen, Mr. Rosenberg added, "There is a pervasive belief that Bernanke and Yellen are joined at the hip."

David A. Tepper, founder of the $20 billion hedge fund Appaloosa Management, who was also at the Le Bernardin dinner, expressed regret that he did not trade on Mr. Bernanke's guidance at the dinner.

"He gave this stuff out, but I didn't realize what he was saying at the time, so I didn't do a great trade," Mr. Tepper said at the conference in Las Vegas last week.

For many investors, the big question is when and how quickly interest rates will rise. Some Wall Street firms like BTIG, the institutional brokerage firm that organized the Le Bernardin dinner, offer their top clients private dinners with important former officials like Mr. Bernanke to try to differentiate their offerings from those of their rivals.

But others are consciously passing up the opportunity to hire Mr. Bernanke. UBS and Goldman Sachs considered his fees too high, according to two people briefed on the discussions between Mr. Bernanke's representative and the banks but not authorized to speak about either publicly.

It is not unusual for senior government officials to join the speaking circuit or take lucrative jobs in the private sector after leaving public office.

Mr. Greenspan was hired to consult for the hedge fund Paulson & Company, Deutsche Bank, and the bond investment firm Pacific Investment Management Company after stepping down as Fed chairman. After leaving the top job at Treasury, Timothy F. Geithner joined the private equity firm Warburg Pincus.

And Mr. Bernanke is free to speak about his views on the economy as long as he does not breach any confidentiality agreement.

"If they are saying something that they were saying as a public official, is there something wrong with that?" Mr. Greenspan said.

Since his busy week jetting around the world in March, Mr. Bernanke has made several other appearances, including at a private equity conference hosted by the Blackstone Group a few weeks ago. He is scheduled to speak in Pennsylvania at the Lancaster Chamber of Commerce's annual event on May 28, where members will pay $225 for a ticket.

Then things will pick up again for the former Fed chairman in the fall, when he is scheduled to speak at the SALT hedge fund conference in Singapore. Morgan Stanley is in discussions with Mr. Bernanke to have him also speak at a dinner on the sidelines of the conference.

In November, over the span of two weeks, he is to give keynote speeches at a series of events in the United States, hosted by the Association for Financial Professionals; the Schwab Impact conference; and the Commercial Finance Association.

Though Mr. Bernanke has been busy traveling these days, he spends most of his time as an economic studies fellow at the Brookings Institution and is working on a book about his time at the Fed.

He also delivers pro bono speeches and does not always pocket all the fees, a spokeswoman for Mr. Bernanke at the Brookings Institution said. "In addition, he is donating hundreds of thousands to charity," she added.

The Washington Speakers Bureau, which coordinates Mr. Bernanke's speaking engagements, did not return calls.

Not everyone agrees with the fees that Mr. Bernanke charges.

"You can spend $250,000 for Bernanke's time at a private dinner, or you could just sit down and read what people like Janet Yellen and Mark Carney have to say," Mr. Rosenberg said, referring to the governor of the Bank of England. "You can actually do that for free and pretty much draw the same conclusions."

A version of this article appears in print on 05/21/2014, on page B1 of the edition with the headline: After Fed, Bernanke Offers His Wisdom for a Big Fee.

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The Lede: Young Iranians Arrested for Being Too ‘Happy in Tehran’

A copy of the video "Happy in Tehran," originally posted on YouTube in April.

Last Updated, 11:00 p.m. | Just days after Iran's president denounced Internet censorship as "cowardly," six young Iranians were arrested and forced to repent on state television Tuesday for the grievous offense of proclaiming themselves to be "Happy in Tehran," in a homemade music video they posted on YouTube last month.

By uploading their video, recorded on an iPhone and promoted on Facebook and Instagram, the group was taking part in a global online phenomenon, which has resulted, so far, in hundreds of cover versions of the Pharrell Williams song "Happy" recorded in more than 140 countries.

"Happy in Tehran" was viewed more than 165,000 times on YouTube before it attracted the attention of the police and was made private.

In a speech over the weekend, President Hassan Rouhani argued that Iran should embrace the Internet rather than view it as a threat, Reuters reported. His remarks were also summarized on a Twitter account updated by his aides.

#Cyberspace should be seen as opportunity: facilitating two-way communication, increasing efficiency & creating jobs. http://t.co/iYkzgHpXkQ

— Hassan Rouhani (@HassanRouhani) 17 May 14

"We must recognize our citizens' right to connect to the World Wide Web," the president said, according the official IRNA news agency. "Why are we so shaky? Why have we cowered in a corner, grabbing onto a shield and a wooden sword, lest we take a bullet in this culture war?" he asked.

"Even if there is an onslaught, which there is," he added, "the way to face it is via modern means, not passive and cowardly methods."

The arrest of the young dancers, and their televised public humiliation, angered Iranians at home and abroad, and seemed to support President Rouhani's case that such crackdowns served only to make the Islamic Republic of Iran look weak in the culture war being waged online.

If you dance to @Pharrell's #Happy in Tehran, you will get arrested by regime forces! https://t.co/aROUbttWJG #Iran http://t.co/e7Cqo3F9py

— Sheema Kalbasi (@IranianWoman) 20 May 14

#Iran a country where being "happy" is a crime.

— Golnaz Esfandiari (@GEsfandiari) 20 May 14

#Iran youth arrested for making a fan video for @Pharrell's song HAPPY.
#FreeHappyIranians
Via @MantisRecords http://t.co/6AqyU2Gwer

— Negar Mortazavi نگار (@NegarMortazavi) 20 May 14

The Iranian people cannot be forced to live in a world where enrichment is a right, but happiness is not. #freehappyiranians @rezaaslan @ase

— Trita Parsi (@tparsi) 21 May 14

During their appearance on state television, the six said that they had no idea the footage would be broadcast. The report also included a warning from Tehran's police chief to the youth of Iran not to be seduced by the filmmakers behind viral videos. The officer, who referred to the exuberant video as "a vulgar clip which hurt public chastity," also claimed that it had taken the authorities only a matter of hours to identify and arrest the participants, even though the video was uploaded a month ago.

Video from Iranian state television, showing six young people being interrogated about the music video they danced in.

The arrest of the young people came after the dancers had shared links to reports on their video in Western publications including The Huffington Post and Le Monde.

In an interview with the news site IranWire last month, one of the dancers said that the women in the video had "covered our hair with wigs" in an attempt to conform to Islamic dress codes. She also said that the aim of the participants was in part promotional, "to tell the world that Iran is a better place than what they think it is."

"Despite all the pressures and limitations," she added, "young people are joyful and want to make the situation better. They know how to have fun, like the rest of the world."

My colleague in Tehran, Thomas Erdbrink, observed that, according to Iran's constitution, the judiciary is a separate power, "often at odds with government polices." These arrests, he noted, "again illustrate that."

Late Tuesday, as news from Tehran reached the man whose song had inspired the video, Mr. Williams shared a link to the report on Twitter and expressed his sadness.

It's beyond sad these kids were arrested for trying to spread happiness http://t.co/XV1VAAJeYI

— Pharrell Williams (@Pharrell) 21 May 14

---

A version of this article appears in print on 05/21/2014, on page A10 of the NewYork edition with the headline: 6 Iranian Youths Arrested for Viral Video Despite Call to Embrace Web.

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DealBook: Credit Suisse Pleads Guilty in Felony Case

Evan Vucci/Associated Press

Updated, 10:12 p.m.

Credit Suisse has done what no other bank of its size and significance has done in over two decades: plead guilty to criminal wrongdoing.

In a sign that banking giants are no longer immune from criminal charges, despite concerns that financial institutions have grown so large and interconnected that they are too big to jail, federal prosecutors demanded that Credit Suisse's parent company plead guilty to helping thousands of American account holders hide their wealth.

As part of a deal announced on Monday, the Swiss bank met the demands, agreeing to one count of conspiring to aid tax evasion in a scheme that "spanned decades." Credit Suisse, which has a giant investment bank in New York and whose chief executive is an American, will also pay about $2.6 billion in penalties and hire an independent monitor for up to two years.

The rebuke from federal prosecutors as well as from the Federal Reserve and New York's state banking regulator, Benjamin M. Lawsky, is intended as a blow against overseas tax dodging and the shadowy world of Swiss bank secrecy. The deal also signals a shift in prosecutors' tactics. It is the most prominent bank to plead guilty in the United States since Drexel Burnham Lambert in 1989, and the largest to do so since the Bankers Trust in 1999, a bank a fraction the size of Credit Suisse.

For Credit Suisse, other than the fines and the reputational stain of being a felon, the implications are likely to be limited. The bank may lose some clients but is otherwise expected to survive largely unscathed. The plea deal also enables it to move beyond a case that had prompted a congressional hearing and had thrust the bank into an international squabble over tax dodging. If the bank had continued to fight the case, it would have been indicted, calling into question its very existence.

The Justice Department sought to contain the damage. Recognizing that criminal charges could prompt regulators to revoke a bank's license to operate, the corporate equivalent of the death penalty, prosecutors met with the Fed and Mr. Lawsky to discuss punishing Credit Suisse without putting it out of business and imperiling the economy, according to people briefed on the matter who were not authorized to speak publicly. Authorities agreed to announce the plea after the markets closed in the United States, preventing the bank's stock from plummeting.

Last week, the Securities and Exchange Commission also voted to grant Credit Suisse a temporary exemption from a federal law that requires a bank to hand over its investment-adviser license in the event of a guilty plea, according to two of the people briefed on the matter. That decision effectively spares Credit Suisse from one of the harshest repercussions of pleading guilty.

The plea from Credit Suisse, some three years after federal prosecutors in Virginia indicted eight bank employees, is expected to provide a template for prosecuting other financial misdeeds. BNP Paribas, France's largest bank, is next in line to plead guilty in the coming weeks, the people briefed on the matter said. The bank, which is suspected of doing business with countries like Sudan that the United States has blacklisted, will also pay more than $5 billion in fines, the people briefed on the matter said.

The BNP and Credit Suisse cases may also lay the groundwork for criminal actions against American banks. While the new strategy applies to American banks like JPMorgan Chase and Citigroup, those inquiries are at an earlier stage and it is unclear whether they warrant charges.

Prosecutors were not always so aggressive. In the wake of the 2008 financial crisis, the Justice Department did not file any criminal cases against a Wall Street bank or top executives. And in 2012, the British bank HSBC escaped charges of money laundering, stoking a public outcry.

Against that backdrop, prosecutors homed in on the Credit Suisse case as a turning point in their pursuit of big banks. While Credit Suisse's lawyers proposed a more modest guilty plea from a subsidiary rather than the parent company, people briefed on the matter said, prosecutors rebuffed the overtures.

"This case shows that no financial institution, no matter its size or global reach, is above the law," the United States attorney general, Eric H. Holder Jr., said at a news conference on Monday.

The decision to seek a guilty plea stems in part from Credit Suisse's failure to fully cooperate with the federal government. The bank, prosecutors say, was slow to turn over documents, deleted important emails and conducted an internal investigation that "failed to interview a number of the culpable individuals."

The bank also kept three of the eight indicted employees on its payroll. Under the terms of the deal with Mr. Lawsky, Credit Suisse must fire the employees.

"We deeply regret the past misconduct that led to this settlement," Brady Dougan, the bank's chief executive, said in a statement. "We can now focus on the future and give our full attention to executing our strategy."

By coordinating their plans, prosecutors and regulators believe they have minimized the fallout from pleading guilty. The plea is expected to lead at most a handful of pension funds and other clients to cut ties to the bank.

"This coordination was imperative," Mr. Holder said.

Long before the Credit Suisse case came to a head, prosecutors in Washington drafted a document outlining a possible chain reaction of a guilty plea, the people briefed on the matter said. The prosecutors, required under federal guidelines to weigh collateral consequences of charging a corporation, explained that some regulators have legal authority to withdraw a bank's charter.

For Mr. Holder, blamed for enabling the idea that banks are "too big to jail," the new strategy offers an opportunity to rewrite his legacy. But the public and congressional lust for Wall Street accountability may linger all the same.

For one, the plea deal will not require the bank to turn over the names of its American account holders, a hot-button issue in Congress. Credit Suisse has argued that Swiss law prevented it from turning over the names.

What is more, the cases against Credit Suisse and BNP will not quell the lingering outrage over the financial crisis. While the Justice Department levied billions of dollars in penalties on JPMorgan Chase and other banks, those cases were civil rather than criminal.

"Credit Suisse is a really big case, but people want to see accountability for the global financial crisis, and this just won't do that," said Brandon L. Garrett, a professor at the University of Virginia School of Law and the author of a new book, "Too Big to Jail: How Prosecutors Compromise With Corporations."

The notion that a criminal conviction could jeopardize the financial system stems from the experience of Arthur Andersen, Enron's accounting firm. In the aftermath of a 2002 criminal conviction, Arthur Andersen went out of business.

After that collapse, prosecutors adopted a more tentative approach to punishing big companies, relying instead on so-called deferred-prosecution agreements that suspend charges against corporations in exchange for fines and other concessions.

Parent companies remained elusive. Prosecutors obtained guilty pleas from companies in pharmaceuticals and other industries. But guilty pleas from financial firms have been rare.

The Credit Suisse case traces to earlier investigations of Swiss banks, which for decades helped wealthy Americans conceal their assets.

In 2012, federal prosecutors indicted Wegelin, Switzerland's oldest private bank. Three years earlier, Switzerland's largest bank, UBS, struck a deferred-prosecution agreement and agreed to pay a $780 million.

With Credit Suisse, Switzerland's second largest bank after UBS, the authorities aimed higher.

The bank will pay $1.8 billion to the Justice Department. And $715 million will go to Mr. Lawsky, who forced the bank to hire an independent monitor to oversee operations in Switzerland and the United States. The bank will also pay $100 million to the Fed.

The federal money will flow to the Treasury, while the payment to Mr. Lawsky will enter New York state's coffers. Mr. Lawsky also required Credit Suisse to keep a record of all its American transactions in the United States, a measure against Swiss secrecy.

The bank's conduct came to light during an investigation by Senator Carl Levin, the Michigan Democrat who runs the Senate's Permanent Subcommittee on Investigations. That investigation, which relied on 100,000 internal documents, culminated in February with a scathing report showing how the bank helped Americans hide their wealth through Swiss bank accounts.

As part of the plea deal on Monday, the Justice Department and the bank agreed to a statement of facts that further detailed the wrongdoing at Credit Suisse.

Hundreds of Credit Suisse employees were involved in the scheme. They often created "secret offshore accounts" that were held in the names of "sham entities and foundations." One Credit Suisse subsidiary began the practice more than a century ago. To cover up the crime, bankers were keen on "destroying account records."

Elizabeth Olson contributed reporting.

A version of this article appears in print on 05/20/2014, on page A1 of the NewYork edition with the headline: Big Swiss Bank Pleads Guilty In Felony Case.

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DealBook: In Last-Ditch Bid, Pfizer Offers $119 Billion for AstraZeneca

Pfizer has again raised its offer for AstraZeneca, making what it said was a final effort to bring the giant British drug maker to the negotiating table.

The latest offer, made Sunday evening, is worth about $119 billion. It comes after AstraZeneca's rejection of several private and public offers from Pfizer.

If AstraZeneca rebuffs Pfizer's offer again, the American company may abandon its pursuit of a merger. Pfizer has said it would not make a hostile offer for AstraZeneca, and would pursue only a friendly deal.

The new offer represents a 45 percent premium over AstraZeneca's share price before news of Pfizer's interest became public. Under British takeover laws, Pfizer has until May 26 to make a formal offer. Otherwise it must walk away.

The ball is now in AstraZeneca's court. A rejection of the offer — and the threat that Pfizer would abandon its effort — could cause the British company's stock price to tumble.

AstraZeneca did not respond to the latest offer on Sunday night.

The push for what would be the pharmaceutical industry's biggest deal in more than a decade has set off debates on both side of the Atlantic.

In the United States, where Pfizer has long been a stalwart of American innovation and success, the discussion has centered on the company's effort to use the deal as a means to reincorporate overseas.

By acquiring AstraZeneca, Pfizer would be able to conduct a so-called inversion, redomiciling in Britain, where it would pay a lower tax rate, potentially saving $1 billion or more a year.

Pfizer is the largest and best-known company to try such a move, and lawmakers in Washington have responded by preparing legislation that would curtail inversions. Senator Carl Levin, Democrat of Michigan, was expected to introduce his bill this week.

In Britain, AstraZeneca has figured strongly in the political debate, as lawmakers from all the major parties, facing a national election next year, express concerns about the potential loss of jobs in the event of a Pfizer takeover.

Indeed, even though AstraZeneca has not agreed to a deal, Pfizer's chief executive, Ian C. Read, has nonetheless appeared before parliamentary committees to defend his company's pursuit.

AstraZeneca employs about 6,700 people in Britain, a fraction of its total 51,500 employees worldwide. Nonetheless, British lawmakers are concerned because Pfizer closed a plant in Sandwich, England, in 2011, leading to the loss of 1,500 jobs. Pfizer has committed to keeping open an AstraZeneca research center being built in Cambridge, England.

"We stand by our unprecedented commitments to the U.K. government," Mr. Read said in a statement on Sunday.

Coming in about 15 percent above Pfizer's previous offer, the latest proposal would give AstraZeneca shareholders 1.747 shares of the combined company, and 24.76 pounds in cash for each of their shares. That would value each share of AstraZeneca at about £55, or about $92.50.

Still, Pfizer expressed skepticism that AstraZeneca was prepared to agree to a deal.

"We have tried repeatedly to engage in a constructive process with AstraZeneca to explore a combination of our two companies," Mr. Read said. "Following a conversation with AstraZeneca earlier today, we do not believe that the AstraZeneca board is currently prepared to recommend a deal at a reasonable price."

Pfizer said it approached AstraZeneca on Friday with a slightly lower offer than the one announced on Sunday. But AstraZeneca said that offer, worth about £53.50 a share, "substantially undervalued" the company, according to Pfizer's statement.

In response, Pfizer made what it said was its final offer on Sunday. Under the offer, Pfizer shareholders would own 74 percent of the combined company, with AstraZeneca shareholders owning 26 percent.

A sweetened offer had been expected. After being turned down for a second time publicly, Pfizer last week said it would consider making a higher offer, and encouraged AstraZeneca's board to engage in deal talks.

Pfizer began approaching AstraZeneca earlier in the year, but was told that the company was not interested in a deal. Last month, Pfizer went public with an offer for about $99 billion, mostly in stock. This month, it raised its bid to about $106 billion. AstraZeneca has turned down all offers, saying they undervalue the company.

Mr. Read has continued to press his case. In a recent series of videos outlining his argument for a merger, he said AstraZeneca investors would be wise to accept an offer.

It allows AstraZeneca shareholders to "get an immediate benefit from the cash that we would pay them, it allows them to participate in a very strong combined company with great cash flows and great portfolio, and it allows a very efficient allocation of capital by my company," he said.

Both Pfizer and AstraZeneca face challenges. Pfizer, the maker of drugs like Viagra and Lipitor, is facing declining revenue and profit as some of its most popular drugs lose patent protection.

AstraZeneca, while it has a promising pipeline of cancer drugs, is also facing struggles with patent expirations and slowing revenue.

Should Pfizer succeed in acquiring AstraZeneca, it would be the capstone to a recent flurry of mergers and acquisitions among drug makers.

"We remain ready to engage in a meaningful dialogue," Mr. Read said, "but time for constructive engagement is running out."

Chad Bray contributed reporting.

---

This post has been revised to reflect the following correction:

Correction: May 18, 2014

An earlier version of this article misstated the value of Pfizer's latest offer. It is $119 billion, not $116.5 billion.

A version of this article appears in print on 05/19/2014, on page B1 of the NewYork edition with the headline: In Last-Ditch Bid, Pfizer Offers $119 Billion for AstraZeneca.

12.07 | 0 komentar | Read More

India Ink: Live-Blogging the Vote Count in India

Over five weeks and nine phases, 550 million votes were cast in the massive Indian parliamentary elections that will usher in a new government. On Friday, India Ink is following the vote count with regular updates.

12:40 A.M. B.J.P. Leading in Delhi Count

The B.J.P. is leading in all the seven seats in the national capital. Harsh Vardhan is leading by 36,843 votes in Chandni Chowk according to the Election Commission totals as of 10:27 a.m. The Aam Aadmi Party is trailing second in all seven constituencies. If the Aam Aadmi Party wins no parliamentary constituencies in Delhi, it will be a stunning defeat for a party that defied all expectations in the state assembly elections in December and went on to lead the state government here. In a story in April, Vaibhav Vats wrote that the Aam Aadmi Party has lost its momentum.

But the Aam Aadmi Party may regret its failure to seize the opportunity to make a larger imprint in this election. A series of strategic errors cost the party momentum, and its national campaign was diminished by recklessness, an absence of clear strategy and overweening ambition.

In April, The New York Times profiled candidates in the Chandni Chowk constituency.

12:45 A.M. Surprise Guests at B.J.P. Headquarters

Also, there were some elephants; photo by Amey Polekar for The New York Times.

Look, who were attracted by the Ladoos at the BJP headquarters in New Delhi: http://t.co/vVyYcD5uEW

— Malavika Vyawahare (@MalavikaVy) 16 May 14

12:41 A.M. Puja at B.J.P. Headquarters in Delhi

From Amey Polekar for The New York Times, a puja outside B.J.P. headquarters.

A puja in progress outside the BJP headquarters in New Delhi: http://t.co/Z2BiSsstzG

— Malavika Vyawahare (@MalavikaVy) 16 May 14

12:34 A.M. Mamata Banerjee's Party with Big Lead in West Bengal

The Trinamool Congress party is leading in 19 out of 26 constituencies counted so far in the state of West Bengal, as of 10 a.m. according to the Election Commission. The Trinamool Congress party chief, Mamata Banerjee, has come under fire after thousands of investors lost money in a Ponzi scheme.

12:22 A.M. B.J.P. Supporters in Times Square, New York

Earlier this evening in New York, B.J.P. supporters lined up in Times Square.

Via WhatsApp : "Live Coverage of Indian Elections Results at Times Square, New York" http://t.co/Vh4END1lWr

— Hiren Kotwani (@HirenKotwani) 16 May 14

12:18 A.M. Strong Showing For the B.J.P. in Early Counting

As of 9:42 a.m. Indian time, the Election Commission is reporting tallies so far for more than half the seats (339) — the B.J.P. leads in 183 constituencies, and the Congress Party in just 39.

12:14 A.M. Indian Markets Jump Early, Hitting Record Highs

Both the benchmark stock indexes hit record highs in early trading on Friday. The Sensex surged 1,053.82 points, or 4.4 percent, to hit 24,959.42, and the 50-share Nifty benchmark ascended 313.75 points, or 4.4 percent, to reach 7,436.90 points, shortly after markets opened

India's stock markets have been experiencing a particularly bullish run in expectation of a decisive mandate. After exit polls forecast that the opposition Bharatiya Janata Party would secure more than 272 seats out of the 545-seat Lok Sabha, or lower house of Parliament, giving it a governing majority, the benchmark Indian stock indexes rose to then-record highs on Tuesday.

However, exit polls have been proven to be wrong in past elections, and analysts expect a high degree of volatility in the stock market as election results are announced in stages on Friday. On Thursday, India's central bank governor, Raghuram Rajan, said the Reserve Bank of India had created "prudential contingency plans" to deal with volatility in the markets and would "infuse liquidity if needed."

— Neha Thirani Bagri

12:11 A.M. B.J.P. in Varanasi Says Modi Win "A Given"

In the B.J.P. office in Varanasi, where the contest between the Congress Party, the B.J.P. and the Aam Aadmi Party has turned into a symbolic fight between party leaders in the ancient holy city, a B.J.P. spokesperson, Nalin S. Kohli, articulated the differences between the B.J.P., through the leadership of Mr. Modi, and the Congress Party.

"There is a lot of hope and expectations given what we have seen in terms of price rise, unemployment, economic decline, women's security — basically a lack of governance on the part of Congress and U.P.A.," he said, referring to the United Progressive Alliance, led by Congress. "People saw in Modi the hope of development and good governance. It is with a degree of humility that I say Modi will win conclusively from Varanasi and that's a given."

— Betwa Sharma

12:00 A.M. At the B.J.P. Office in Varanasi, Chants For Modi

From Betwa Sharma in the crucial constituency of Varanasi, where Arvind Kejriwal is hoping to defeat Narendra Modi in an upset. She reports that B.J.P. workers are jubilant and flashing victory signs, and the B.J.P. is leading in 20 constituencies out of the 33 counted so far in the state of Uttar Pradesh, as of 9:35 a.m.

"Modi Modi" workers start chanting and clapping at the BJP office in Varanasi. #IndiaVotesNYT http://t.co/EWUdqFzv8d

— Betwa Sharma (@betwasharma) 16 May 14

11:57 P.M. A History of Instability In Parliament

One thing to watch in the election results is whether a coalition will need to seek more parties in order to form a government. In India's democratic history, the lower house of Parliament, or Lok Sabha, has dissolved four times when a temperamental coalition partner withdrew.

Incidentally, this has never happened to the Indian National Congress party, which leads the current government and is widely expected to be trounced Friday.

Here's a chronological look at some of the tumultuous parliamentary elections in the recent past and what they mean for Friday's results:

1990: Chaos prevailed when a coalition of opposition parties formed the government and lost the support of the Bharatiya Janata Party after just a year. V.P. Singh was succeeded as prime minister by Chandra Shekhar, who was in power for only six months before he lost the support of Congress, and fresh elections were held.

1996: After the nationwide violence precipitated by the destruction in 1992 of an ancient mosque in Ayodhya in Uttar Pradesh, the Bharatiya Janata Party, led by Atal Bihari Vajpayee, had become a political pariah. With 161 seats, it was the single largest party, but it was not able to attract any major coalition partner. After 13 days of failed efforts, Mr. Vajpayee resigned as prime minister, making his term the shortest in India's history.

Congress supported a Third Front leader, H.D. Deve Gowda, who resigned after 11 months. After one more attempt by a third party to rule the country, fresh elections were held.

1998: Mr. Vajpayee's party once again won a majority, but again lost its coalition after 13 months. This time it was because Jayalalithaa Jayaram, the chief minister of Tamil Nadu, withdrew as a coalition partner by inviting Sonia Gandhi, the Congress party matriarch, to tea. The B.J.P. scrambled, but in the end lost the government by a single vote.

1999: Fresh elections were held. This time, the B.J.P. not only won but retained its majority, and Mr. Vajpayee completed his term in 2004.

What does all this have to do with the count on Friday? If Congress is indeed headed for a crushing defeat as exit polls and analysts widely predict, it is important to remember that non-Congress parties have historically had difficulty keeping the peace with temperamental coalition partners. If the B.J.P. is headed for a majority, the margins will be key. If the B.J.P. and its allies retain close to 272 seats on their own, a stable government is likely. But if it's much less, coalition partners will be crucial to a government's longevity.

— Hari Kumar

11:55 P.M. Modi Leads in Gujarat

In Mr. Modi's home state of Gujarat, the B.J.P. is leading in 20 out of the 22 constituencies counted according to the Election Commission. Mr. Modi is leading by 132,901 votes in the constituency of Vadodara as of 9:23 a.m., according to the Election Commission.

11:50 P.M. Congress Leader Says It Looks Bleak

Television anchors have started questioning party leaders about early trends. In the first comments from the Congress Party, senior leader Abhishek Manu Singhvi told NDTV that the party would not concede defeat till 11 a.m., by which time party leaders hoped things would be clearer. "I agree that it looks bleak," Mr. Singhvi said.

As of 9:18 a.m. Indian time, the Election Commission is reporting that the B.J.P. is leading in 112 seats and the Congress Party in just 35, out of a total of 220 seats.

11:43 P.M. Before The Markets Open, An Economist Advises Caution

The Indian stock markets will open soon. While the Indian markets have been soaring to record highs on the anticipation of a change in leadership, analysts warn that the optimism might be overestimating the impact of a new government on India's struggling economy.

Leif Lybecker Eskesen, chief economist for India and Southeast Asia at HSBC Global Research in Singapore, said in a phone interview:

It's important not to over-estimate how much impact the elections will have on the Indian economy in the short term. Essentially what has slowed down growth in India are structural factors and the lack of progress on the implementation of economic reforms. A new government, even one with a strong mandate, cannot instigate immediate change on either front.

It's going to take a while before you can line up structural reform and economic reform and get them through the political machinery, and implement them and they begin to have an effect on growth. The economy will not see much of a recovery in the current fiscal year. I think it's going to by the next fiscal year that we begin to see the impact of the changes made post election.

It's also important not to underestimate the impact of the elections from the medium-term perspective, say three years down the road, if a new government gets sufficient progress on structural and economic reforms over the next one to two years.

It is important for a new government to demonstrate that it has the political willingness to move forward with economic reforms. In the first couple of months of the new government it would be key for the new leadership to make progress on some key economic reforms that have been lingering for a while, such as implementing the goods and services tax, liberalizing foreign direct investment into the economy and taking the Land Acquisition Bill through.

— Neha Thirani Bagri

11:39 P.M. A General in Ghaziabad

The former army chief General V.K. Singh looking busy at his campaign office in Ghaziabad, Uttar Pradesh. His competition is Raj Babbar, a popular former Bollywood actor for the Congress Party, and Shazia Ilmi of the Aam Aadmi Party.

Tracking the results with my team at Ghaziabad.. http://t.co/pajkhQCRqM

— Vijay Kumar Singh (@Gen_VKSingh) 16 May 14

11:33 P.M. AAP With the Lead In Four Seats in Punjab

The Aam Aadmi Party is leading in four seats in Punjab according to the Election Commission.

11:26 P.M. Election Commission Results–B.J.P. Leading in 28 Seats

Votes from the electronic voting machines are being counted. The Election Commission of India is reporting that as of 8:55 a.m. Indian time, the B.J.P. is leading in 34 seats, the Congress Party in 11.

11:12 P.M. Modi leading in Varanasi

CNN-IBN reports in a tweet that Mr. Modi is leading in Varanasi and Sonia Gandhi, the matriarch of the Congress Party, in Rae Bareli, Uttar Pradesh.

11:06 P.M. Security at B.J.P. HQ

Journalists are already staking out B.J.P. headquarters, where security is tight and where party workers, anticipating a win, ordered 300 kilograms of sweets.

Massive security at BJP HQ at Ashoka Road #MintElections #Results2014 http://t.co/4FpsNIjCs4

— Tarun Shukla (@shukla_tarun) 16 May 14

10:58 P.M. Graphic Explainer

As we wait for the votes to be counted, here's a helpful graphic explainer that the Carnegie Endowment produced. One of the best parts is the graphic that explains the relationship between the voters, the lower and upper houses of Parliament and the president, a relationship that's confusing even to those born here.

10:57 P.M. Postal Ballot Counting

Counting for the postal ballots has started. NDTV reports that the Bharatiya Janata Party-led alliance is leading in 48 constituencies out of 89 constituencies counted so far. The Congress Party's alliance is leading in 22 constituencies.

10:48 P.M. Regional Calculus

There are 545 lawmakers in India's lower house of Parliament, 543 of which are elected by voters. Any party gaining 272 of those seats, by itself or with allies, wins a majority, though a single party hasn't accomplished that feat since 1989. In a piece from Chennai in April, Ellen Barry of The New York Times wrote about this delicate arithmetic, and Mr. Modi's need to engage local politicians like Jayalalithaa Jayaram, the chief minister of Tamil Nadu.

But his path to the prime minister's office will depend on a familiar group of secondary politicians: regional satraps whose leverage derives from their ability to form or break a coalition government. Unless the B.J.P. wins the 272 seats necessary to govern alone, Mr. Modi will probably need the support of at least one of the "three ladies," a formidable group of horse-traders that includes Ms. Jayaram; Mamata Banerjee, the leader of West Bengal; and Mayawati, a former leader of Uttar Pradesh.

10:23 P.M. Scenarios for the Next Government

As the Election Commission counts the votes for 543 parliamentary constituencies, India Ink readers would do well to remember that anything could happen.

Exit polls released Monday have predicted a solid victory for a Bharatiya Janata Party-led alliance, but exit polls have been spectacularly wrong before. Any party or coalition of parties must gain 272 seats in the Lok Sabha, or lower house of Parliament, to achieve a majority and form a government.

Here are the possible scenarios for the next government:

1) The B.J.P. and its current allies — three major parties and about two dozen smaller parties — may cross the majority mark on their own. In that case, the president of India will invite the leader of B.J.P.'s parliamentary party to form the government.

2) The B.J.P. and its allies may fall short of a majority but still emerge as the single largest coalition. Around the 240-seat mark, it would become necessary for the coalition to corral powerful regional players. In this case, the president would invite the leader of the coalition to form the government. The coalition would have to prove on the floor of the Lok Sabha that it has a majority by the president's deadline.

The B.J.P. would then meet with smaller parties and strong regional leaders to get their support, which would likely include some deal-making, especially regarding cabinet positions. Jayalalithaa Jayaram's party in Tamil Nadu and Mamata Banerjee's in West Bengal are considered two important but mercurial players in this scenario.

3) If the B.J.P. and its allies fall significantly short of a majority and fail to come up with enough additional partners on the floor of the Lok Sabha, the president would ask the Indian National Congress-led government to continue while he starts a dialogue with other big parties.

An alternative coalition could be formed by the Congress party or by a so-called Third Front, a group of parties that doesn't include the two main national players. Any coalition would be asked prove it has a majority on the floor of the Lok Sabha.

4) If the alternative coalition also fails to get a majority, the president will continue to try to resolve the deadlock with party leaders. If no consensus emerges, the Lok Sabha will be dissolved, and fresh elections will be called. But this is the most unlikely outcome, as the Lok Sabha has never been dissolved immediately after elections in India's independent history.

— Hari Kumar

12.07 | 0 komentar | Read More

DealBook: Pfizer’s Plan to Go to London Spurs Other Companies to Consider Moving Abroad

Pfizer's attempt to escape the United States corporate tax rate by acquiring a British drug maker has set off a flurry of activity within other big companies across the country, at investment banks on Wall Street and in offices on Capitol Hill.

Pfizer has offered to buy AstraZeneca for $106 billion. If the deal is successful, Pfizer would become an English company, reducing its tax bill at least $1 billion a year.

The promise of such savings has many other big corporations seriously evaluating whether they, too, could reincorporate overseas. Walgreen is already under pressure from hedge fund investors that want it to move across the Atlantic.

In New York, investment bankers and lawyers are urging clients to act quickly if they are serious about such a move, knowing that rules could change soon. In Washington, lawmakers have started to examine what legislation could be drafted to stop the outflow of tax dollars.

Senator Carl Levin, Democrat of Michigan, on Thursday became the latest lawmaker to call for an end to so-called inversions, the deals through which United States companies acquire an overseas competitor and reincorporate abroad. He said he planned to introduce a bill to curb the practice. That could happen as early as next week, according to people briefed on the matter.

"It's become increasingly clear that a loophole in our tax laws allowing these inversions threatens to devastate federal tax receipts," he said in a statement. "We have to close that loophole."

Any new laws are unlikely to arrive before more big companies move abroad.

At a meeting in Paris last month, Walgreen investors, including the hedge funds Jana Partners, Corvex and Goldman Sachs Investment Partners, encouraged the company's management to consider an inversion, which would probably take place through an acquisition of Alliance Boots, a British drugstore chain in which Walgreen holds a 45 percent stake.

Walgreen's executives resisted the idea at first, concerned that the political cost would outweigh any tax savings.

But Pfizer's audacious proposal to acquire AstraZeneca opened the door for other companies to consider what was until recently viewed as a risky move. Now, Walgreen's management has begun to come around, people briefed on the matter said.

"We are aware of all the inversions that are happening and certainly all of that is being investigated," Rick J. Hans, Walgreen's divisional vice president for investor relations and finance, said on a call with analysts just days after Pfizer announced its plans. "We're not averse to looking at it," he said. "We've never been a proponent to pay more taxes than we have to."

Political pressure to address the tax maneuver has grown in recent years as dozens of companies have bought foreign rivals and moved their headquarters to countries with lower tax rates, reducing revenue to the Treasury.

But inversions were thrust into the spotlight last week, when Pfizer became the largest and best-known company to try to essentially renounce its American citizenship.

Mr. Levin said companies that moved overseas were unfairly taking advantage of many of the benefits of doing business in the United States but not paying their fair share of taxes.

Those benefits, he said, include "patent protection, research and development tax credits, national security and more." He added, "They shouldn't be allowed to shift their tax burden onto others."

Though laws have changed over the years to make inversions more difficult, they remain relatively easy to accomplish when done as part of an acquisition of a foreign company.

"It's unfair to criticize companies that do inversion when we live in this very complicated world," said a lawyer at a top law firm who has advised on inversions but spoke on the condition of anonymity because he was not authorized to comment publicly. "All companies should pay their fair share, but I'm not sure that companies that are inverted don't do so."

A number of pharmaceutical companies have set up in countries with low corporate tax rates, particularly Ireland and the Netherlands. Technology companies, industrial manufacturers and the banana producer Chiquita have also announced deals that would let them move abroad, substantially cutting their United States tax bills.

Warren E. Buffett, the chairman and chief executive of Berkshire Hathaway, said on Monday that his company was unlikely to ever move abroad, despite sometimes feeling at a disadvantage because of competitors' lower tax rates.

"We do not feel that we are unduly burdened by federal income taxes," Mr. Buffett said on CNBC. "But it does get a little annoying to us when we see other people paying far lower tax rates while engaging in the same sort of business that we engage in."

Yet in the wake of Pfizer's efforts, Mr. Buffett said he thought legislation would be coming soon.

"My guess is that when you get to companies of this size, this prominence, and with this speedup of momentum, my guess is that Congress one way or another addresses this," he said. "Whether they just try to work on this little aspect of the code that allows this, which is not insignificant, or whether that forces them to rethink sort of all corporate taxes, we'll find out. But I do think it's going to get attention."

In addition to Mr. Levin, other lawmakers have called for efforts to curb inversions in recent months. Senator Max Baucus, Democrat of Montana and a former chairman of the Senate Finance Committee, introduced legislation that would have limited inversions before he became ambassador to China. And the budget President Obama submitted to Congress included language intended to end them. Neither effort has gotten far.

Pfizer said on Thursday that it was open to changes in the corporate tax code but wanted to make sure United States companies remained competitive.

"We expect the comprehensive tax-reform debate to continue, and we are actively engaged in the debate," it said. "Pfizer supports comprehensive tax reform that enhances the global competitiveness of U.S.-based companies operating internationally."

A version of this article appears in print on 05/09/2014, on page B3 of the NewYork edition with the headline: Pfizer's Plan to Go to London Spurs Other Companies to Consider Moving Abroad.

12.07 | 0 komentar | Read More

Sports: Highlights and Analysis of the 2014 N.F.L. Draft, Round 1

Slide Show

There was a lot of hype surrounding the first round of the 2014 N.F.L draft, and it didn't disappoint. From the slide of Johnny Manziel to the unexpected names called in the second half of the round, the first 32 picks in 2014 came with a lot of excitement.

After the Houston Texans drafted defensive end Jadeveon Clowney and the St. Louis Rams selected offensive tackle Greg Robinson, things got a whole lot murkier. There really wasn't a consensus on what the Jacksonville Jaguars might do with the third overall pick, and they shocked some with the selection of quarterback Blake Bortles.

The intrigue continued as the Buffalo Bills gave up the No. 9 overall pick and two selections in 2015, including their first-round pick, to jump up to No. 4 for wide receiver Sammy Watkins. Although Watkins was the consensus top wide receiver available this year, it's certainly worth questioning if he's worth two first-round picks and another mid-rounder.
As the draft unfolded, the seemingly impossible became a reality as Manziel slipped out of the top 10. When he fell to No. 12, you had to wonder if the Giants might bite the bullet and grab the controversial quarterback. They instead opted for L.S.U.'s Odell Beckham Jr.—a talented-but-undersized wide receiver with elite speed.

As Manziel slipped to No. 16, many assumed Cowboys owner Jerry Jones would back out on his vow to bypass the A&M passer if he was still on the board. He stood by his word, as Dallas addressed a need along the offensive line. The first big surprise came three picks later with the Dolphins and the 19th overall selection — Tennessee offensive tackle Ja'Waun James.

The Manziel drama finally ended when the Browns traded up — their third and final trade on the night — to grab the Aggies' quarterback. As mentioned earlier, the fall was extremely unlikely given Manziel's placement in mock drafts.

12:29 A.M. What to Watch During Day 2

With surprise selections come unexpected falls. There are a number of talented players still on the board, including a handful of wide receivers many thought could slip into the back of the first round; Penn State's Allen Robinson, Fresno State's Davante Adams, U.S.C.'s Marqise Lee and Vanderbilt's Jordan Matthews should all hear their names called somewhere in the second round.

At the quarterback position, the next man off of the board will almost certainly be Fresno State's Derek Carr. When Minnesota traded back into the first round, there were rumblings that they might prefer Carr to Bridgewater.

It will be really interesting to see when the first running back comes off of the board. The top options in most rankings seem to be Ohio State's Carlos Hyde and Washington's Bishop Sankey, but you could make an argument that neither player will have their name called in the second round. Could we really see a draft with no back selected in the first 64 picks?

And finally, the defensive players likely to hear their names called early in the second round include defensive tackles Timmy Jernigan and Louis Nix, along with defensive ends Demarcus Lawrence and Kony Ealy.

Regardless of what happens in Day 2, the 2014 N.F.L. draft has already lived up to the billing.

11:49 P.M. Vikings Trade Back into First, Grab QB Bridgewater

The Seattle Seahawks are widely considered one of the best drafting teams in the league since Pete Carroll came to town, but one reason they're so successful is that they understand the draft is filled with randomness. In any random environment, it makes sense to maximize opportunities at success, and the Seahawks do that by continually trading down and stockpiling picks—opportunities to hit on players.

This deal, which included the Vikings' second- and fourth-round picks, still makes sense for Minnesota. In Louisville's Teddy Bridgewater, the Vikes will get a quarterback who was remarkably productive in college. In 2013, Bridgewater completed an unfathomable 71.0 percent of his passes, throwing for 9.3 yards-per-attempt in the process. With a 31-to-4 touchdown-to-interception ratio, Bridgewater was also safe with the football.

Minnesota is one of the best possible landing spots for Bridgewater because 1) he doesn't need to start right away and 2) Adrian Peterson is a nice little bonus to have at the running back position.

"He fits our profile," Jets G.M. John Idzik said of Calvin Pryor. "He's a physical presence on the field." http://t.co/9XqW7cwSR6

— NYT Sports (@NYTSports) 9 May 14

11:42 P.M. CB Roby Goes to Broncos at No. 31

The Broncos went off the grid with yet another first-round cornerback in Bradley Roby. A 5'11", 194-pound defensive back out of Ohio State, Roby was suspended early in 2013 after getting arrested for misdemeanor battery.

In Denver, Roby is going to try to cash in on his elite skill set. He is likely going to contribute on special teams out of the gate, competing for time in the slot.

11:37 P.M. Giants Give Manning Another Option on Offense

"The quarterback needs some help," Jerry Reese, the Giants' G.M., said of Odell Beckham Jr. "This guy is a weapon." http://t.co/kolBO32a2U

— NYT Sports (@NYTSports) 9 May 14

11:36 P.M. Niners Continue Run on Safeties with Ward at No. 30

Continuing the run on safeties, the San Francisco 49ers grabbed Northern Illinois' Jimmie Ward. It's the second straight draft in which the Niners took a safety in the first round, as they grabbed L.S.U.'s Eric Reid in 2013.

In Ward, the 49ers will get a small safety who has shown an ability to consistently make big plays. He hauled in seven interceptions in 2013, complementing his 95 total tackles. Despite his 192-pound body, Ward has shown toughness and a willingness to drop down into the box to get after ball carriers. Still, he's going to be playing primarily "center field" for San Francisco.

NFL Network's Mike Mayock commented that, "I didn't see Ward going until the second or maybe the third round."

11:30 P.M. Pats Surprise with DT Easley in First

The New England Patriots are never afraid to go against the grain with their draft picks, and they did just that in grabbing Florida defensive tackle Dominique Easley. Easley is a somewhat undersized defensive tackle at just 288 pounds, so he'll likely convert to play as a five-technique end in the Pats' base packages.

Easley was widely considered a first-rounder heading into the 2013 season, but he tore his knee in the beginning of the year. Many thought he'd drop, but his impressive film was too good for New England to pass on.

Easley's pass-rushing prowess is questionable. Even prior to 2013, he never tallied more than four sacks in a single season.

11:25 P.M. Panthers Draft WR Benjamin at No. 28

The Carolina Panthers are extremely thin at wide receiver, so it's no surprise that they addressed the position near the end of the first round with Florida State's Kelvin Benjamin. The 15-touchdown wide receiver had one season with more than 1,000 yards at F.S.U.

The key to Benjamin might be how we view him. He's a 6'5", 242-pound player who could very well be seen as a tight end who lines up out wide. He's almost certainly going to be a dominant red-zone player in the N.F.L.

The question is if Benjamin can be more than that, continually helping Cam Newton lead the Panthers' offense into a position to score. If not, a first-rounder is a steep price to pay for a red-zone specialist.

11:22 P.M. Cards Go with S Bucannon at No. 27

In terms of height/weight/speed combination players, you aren't going to get much better than Washington State's Deone Bucannon at the safety position. At 6'1", 211 pounds with sub-4.5 speed, Bucannon has both size and athleticism.

In today's N.F.L., safeties are being asked to play more and more man coverage, and Bucannon can certainly deliver in that area. He's arguably the top man-to-man safety in this class. Don't count out Arizona using him at cornerback in certain packages.

11:16 P.M. Philly Shocks with Selection of DE Marcus Smith

When the Eagles drafted Louisville defensive end Marcus Smith with the 26th overall selection, the crowd in Radio City Music Hall collectively seemed to not recognize the name that was called. Smith wasn't projected as a first-round pick by many, but he has a big game.

At Louisville, Smith tallied 14.5 sacks and 18.5 tackles for loss in 2013. He has good size and athleticism at 6'3", 251 pounds with a 35-inch vertical and 4.68 speed.

It will be interesting to see how the Eagles deploy their new first-round pick. He could very well work as a hand-in-the-dirt defensive end, but Philly also has the option of using Smith in a Von Miller type outside linebacker role, moving him to defensive end in passing situations.

11:06 P.M. Another CB off Board as Chargers Take Verrett

When a cornerback is undersized, he better possess elite speed. T.C.U.'s Jason Verrett doesn't have ideal size, but he sure can fly, checking in as fast as 4.36 in the 40-yard dash at the N.F.L. scouting combine.

Verrett was productive in 2012 with six picks for the Horned Frogs. A shoulder issue limited his playing time in 2013, but his impressive predraft performances kept Verrett in the first-round conversation.

Verrett could start in the slot for San Diego, which is probably where he'll thrive. His ball skills are some of the best in this class and he excels when he can turn and run with receivers, but he's probably going to have some trouble if he's matched up on the outside.

11:03 P.M. Bengals Grab CB Dennard at No. 24

Many analysts didn't expect Michigan State cornerback Darqueze Dennard to last into the second half of the first round of the draft. With Gilbert and Fuller getting selected ahead of him, though, Dennard dropped to a point where Cincinnati was able to obtain a player who was not only likely atop their board, but also plays a position of need.

Dennard is similar to Fuller as a physical cornerback, despite his sub-200-pound frame. He's going to compete for playing time right away, hoping to replace one of the Bengals' talented-but-aging cornerbacks in Terence Newman and Leon Hall.

11:00 P.M. Chiefs Draft DE Ford at 23rd Overall

The Kansas City Chiefs already have arguably the league's top outside linebacker duo in Tamba Hali and Justin Houston. You have to think the selection of Auburn defensive end Dee Ford was a "best player available" pick for Kansas City, since Ford is going to need to convert to 3-4 outside linebacker for the Chiefs.

Ford is 6'2", 252 pounds with 32.9-inch arms. He was productive in his final year at Auburn with 10.5 sacks. However, there are a couple concerns. First, Ford totaled only 14.5 tackles for loss. Sacks are notoriously volatile since they're a relatively low-frequency event, so tackles for loss is a decent proxy for overall explosiveness. You'd like to see more production in that area.

Second, Ford wasn't an impact player prior to 2013; in the four prior years he was at Auburn, Ford tallied 10 total sacks and 13 combined tackles for loss. It's a major concern when a player doesn't produce at a high level until he's older than the players against whom he's competing.

In Kansas City, Ford will probably be a pass-rush specialist to start.

10:43 P.M. Browns Again on the Move, Grab Manziel at No. 22

Johnny Football's draft-day slide has come to an end, as the Cleveland Browns have jumped up to grab him at No. 22 overall. They surrendered their third-round pick to move up four spots in the deal.

Manziel's drop was a bit unexpected just because he was so unimaginably productive at Texas A&M: 7,820 yards, 9.1 yards-per-attempt, and 63 passing touchdowns in two years. He also added 30 rushing touchdowns during that time.

Some of the probable reasons for Manziel's fall were a perceived lack of both accuracy and height. However, Manziel completed 68.9 percent of his passes, including a higher completion rate from the pocket than outside of it.

Manziel's height is a concern, but don't forget that there's really good evidence that short quarterbacks typically fail because of a lack of elite hand size, not actually because they're short. WIth hands just under 10 inches long, Manziel's hands are unusually large for his height.

He should start from the get-go in Cleveland.

The Dawg Pound can let go of the bone now…

— El Belson (@el_belson) 9 May 14

O-M-G!!!!!!! Way to make me sweat this out! Johnny Football to the Browns at No. 22. #genius

— Melissa Hoppert (@MHoppertNYT) 9 May 14

10:35 P.M. The Pack Use No. 21 Pick on Clinton-Dix

Green Bay needed a free safety and they got their man in Alabama's Ha Ha Clinton-Dix. As mentioned, Clinton-Dix is very similar to Louisville's Calvin Pryor from an athletic standpoint; at 6'1", 208 pounds, Clinton-Dix has good size for the safety position, but he ran just 4.58 at the NFL Scouting Combine.

Despite the lackluster 40-yard dash, many analysts consider Clinton-Dix to be this class's best true free safety. On a defense that shows as many exotic looks as Green Bay's, Clinton-Dix will be asked to play a lot of Cover-1 as a true deep man, as well as some man-to-man coverage.

Ha Ha a Packer… Three cheers for the newest Cheesehead

— El Belson (@el_belson) 9 May 14

10:33 P.M. Saints Trade Up to No. 20 for WR Brandin Cooks

Although the Saints have sported one of the league's most potent passing attacks for years, most assume that's due primarily to the arm of quarterback Drew Brees. New Orleans just got him some help.

In Oregon State's Brandin Cooks, the Saints have acquired a player who was productive throughout his college career. Last year, he totaled 128 catches—one-hundred-twenty-eight catches!—for 1,730 yards and 16 scores. He's one of the few undersized receivers (5'10", 189 pounds) who has shown signs of remaining relevant in the red zone.

Cooks' other biggest positives are his speed (4.31) and age. Still just 20-years old, Cooks dominated the Pac-12 at an age that suggests he still has plenty of room for growth. Adjusting for age still appears to be a major draft market inefficiency, so Cooks has plenty of big advantages to combat his small stature.

Before the draft began, I mocked quarterback Johnny Manziel to the Cleveland Browns at No. 4 overall. Boy was I wrong.
As we enter the 20s of the 2014 N.F.L. draft, Manziel is still on the board. Teams are likely concerned about his lack of ideal quarterback height and, perhaps, some off-field issues.

But just how unlikely was a Manziel slide? Well, aggregating expert mock drafts and looking at team needs, Advanced Football Analytics estimated the probability of Manziel falling to this portion of the draft at just a couple percent.

Let's hope for Manziel's sake that he doesn't wait in the green room much longer.

10:24 P.M. Miami Surprises With OT James

When the draft process started, Tennessee offensive tackle Ja'Waun James was considered a mid-round pick. He slowly rose up boards, but prior to a few minutes ago, most still considered him a second-round talent.

The Miami Dolphins disagreed, making James the 19th overall pick in the draft. James has prototypical left tackle size at 6'6", 311 pounds with 35-inch arms. Again, those long arms are important, as they allow offensive tackles to get into the chest of pass-rushers to help control at the point-of-attack.

James started 49 games at Tennessee—a school record—and he should be a starter by training camp for Miam

10:13 P.M. At No. 18, Jets Go With Safety Pryor

With the 18th overall pick, the New York Jets selected Louisville safety Calvin Pryor. Pryor was competing with Alabama's Ha Ha Clinton-Dix to be the top safety off of the board.

Physically, Pryor and Clinton-Dix are basically spitting images of one another—play-making safeties without elite measurables. At 5'11", 207 pounds, Pryor ran a 4.58 in the 40-yard dash, jumped 34.5 inches vertically, and recorded a sub-10-foot broad jump. Film nuts rave about his ability, though, saying he flies all over the field.

The fit should be a good one for the Jets—a team that will probably ask Pryor to do a whole lot of different things. He'll play in the box, where many believe he excels, but he's also likely to get some time in the back end as a "centerfielder" for the Jets' D. NFL Network's Mike Mayock likens Pryor to "a larger Bob Sanders."

Very Rex Ryan to take a DB… Only a handful of boos, which counts as approval by Jets fans…

— El Belson (@el_belson) 9 May 14

10:02 P.M. Ravens Opt for LB Mosley at No. 17

It seems like the Ravens go defense every season, and they were at it this year with the selection of Alabama linebacker C.J. Mosley.

Mosley is a 6'2", 234-pound linebacker with decent speed at 4.63. Widely considered the top inside linebacker prospect in this class from a pure talent perspective, the concern with Mosley is his health. If he can stay on the field, he'll be able to play both inside and outside in Baltimore.

At Alabama, Mosley recorded back-to-back triple-digit tackle seasons over the past two years. He's versatile enough to stay on the field on third down, which is important with any linebacker taken in the first round in today's N.F.L.

The Ravens bypassed both Ha Ha Clinton-Dix and Calvin Pryor—the draft's consensus top two safeties.

Mosley chosen by Ravens… which means the J-E-T-S chants have started…

— El Belson (@el_belson) 9 May 14

9:55 P.M. Cowboys Take OT Martin at No. 16

With 16th Pick in the draft, the Dallas Cowboys selected Notre Dame offensive tackle Zack Martin. Martin is the final of the "Big Four" group of this class's top offensive tackles. The redshirt senior is a tactician on the outside, but he has a few red flags. First is his arm length—32.9 inches. That's not necessarily a death sentence to Martin's N.F.L. prospects, but linemen with that arm length often kick inside to guard. Could Martin move in that direction?

The Cowboys currently have Doug Free starting at right tackle, but that's a position that needs to be upgraded. The same could be said for right guard, though. The most likely outcome is that Martin starts at right guard for Dallas and develops there until the 'Boys are ready to move him outside, if they deem that appropriate. Otherwise, he could be a long-term answer on the inside. His versatility was surely a plus for the Cowboys.

It looks like the Manziel-to-Dallas rumors won't come to fruition.

And the #Cowboys pass on Johnny Football, too! Hmmm…

— Melissa Hoppert (@MHoppertNYT) 9 May 14

9:51 P.M. LB Shazier to Steelers at No. 16

The Steelers are notorious for selecting "hard-nosed" football players, and Ohio State linebacker Ryan Shazier is no exception. He recorded triple-digit tackles in 2013—23.5 of which were behind the line-of-scrimmage—while also racking up seven sacks.

Shazier will help to upgrade a Pittsburgh defense that has become very old very quickly. His 6'1", 237-pound frame is a little small for the inside, although that's his most probable position in Pittsburgh. He could also kick outside in passing situations.

9:48 P.M. CB Fuller Goes No. 14 to Bears

With the 14th overall selection, the Chicago Bears drafted the second cornerback off of the board in Virginia Tech's Kyle Fuller. At 6'0", Fuller's length appears to match what Chicago wants to do outside.

At Tech, Fuller wasn't a high-interception player with just six career picks—two in each of the past two seasons. Part of that was simply due to not being targeted, though. Fuller has the ability to play every type of coverage, including press-man and zone. He's a physical player who could be Chicago's nickel man in 2014, or perhaps a starter on the outside.

The current surprise players still left on the board include Manziel and Notre Dame offensive tackle Zack Martin.

9:45 P.M. Giants Add Offensive Threat

Odell Beckham is undersized, but will give the Giants a deep threat to complement current slot man Victor Cruz: http://t.co/yPHKnsBa75

— NYT Sports (@NYTSports) 9 May 14

9:41 P.M. Rams Select DT Donald at No. 13

The Bears and Cowboys are both probably disappointed as the St. Louis Rams select Pitt defensive tackle Aaron Donald—a player many linked to both Chicago and Dallas.

Donald was one of the most productive players at any position, racking up 29.5 sacks and 66 tackles-for-loss during his college career, including 11 sacks and 28.5 tackles-for-loss (wow!) last year alone. Donald is a short-armed player with 32.6-inch arms, but you can overlook that trait a bit when you see such incredible success at the major collegiate level.

Donald will bolster an already impressive St. Louis defensive line. In Chris Long and Robert Quinn, the Rams have one of the league's top outside pass-rushing duos. With Donald working inside with Michael Brockers, it's difficult to find a more intimidating defensive line in the N.F.L.

9:36 P.M. About Those Jerseys …

Andrew White for The New York Times

How do they get those No. 1 jerseys to the NFL draft picks so fast? We're on it. http://t.co/nWCG0joLXi

— NYT Sports (@NYTSports) 9 May 14

9:32 P.M. Giants Go WR Beckham at No. 12

The New York Giants decided to bypass Mr. Manziel and give quarterback Eli Manning a weapon on the outside in L.S.U.'s Odell Beckham Jr. The wide receiver's biggest positive is his straight-line speed; he's a sub-4.40 player who made some miraculous catches in the SEC.

The knock on Beckham is that he's undersized. At 5'11", 198 pounds, Beckham isn't going to overpower defenders in the big leagues. The question is if his route-running ability—which is superb—can make up for his light frame. Beckham might have a little trouble scoring in the red zone; he averaged four touchdowns per year at L.S.U.

Nonetheless, Beckham will give the Giants a deep threat to complement current slot man Victor Cruz. The duo could split time inside, with both capable of moving anywhere along the offensive formation.

A bit of a surprise for Giants to go away from their traditional mode, which would have been OL Zack Martin #GiantsDraft #giants

— Bill Pennington (@billmpennington) 9 May 14

9:29 P.M. Tennessee Selects OT Lewan at No. 11

Michigan offensive tackle Taylor Lewan's slide didn't figure to last too long, and it ended at No. 11 with the Tennessee Titans. The pick figured to be a "best player available" selection for Tennessee, a team that is already pretty well stocked along the offensive line.

Lewan is an absolutely massive offensive tackle at 6-7 and 309 pounds, yet he is also one of this class's most athletic. His combination of quickness (4.87 in the 40-yard dash) and length (33.9-inch arms) should help the Titans' attempt to field the N.F.L.'s top offensive line.

Meanwhile, Johnny Football continues to wait.

9:22 P.M. Lions Do Giants No Favor

The Giants, who don't have an experienced or proven tight end on their roster, will be seeing the highest-rated TE in the draft pool, North Carolina's Eric Ebron, during their opening game of the season against Detroit.

— Bill Pennignton

9:18 P.M. Barry Sanders Announces Lions' Pick: TE Ebron

In a move that's sure to surprise a lot of folks, the Detroit Lions decided to forgo upgrading their defense and instead opted to give quarterback Matthew Stafford another weapon in tight end Eric Ebron. Ebron, a U.N.C. tight end, should certainly help take pressure off Calvin Johnson on the outside.

At North Carolina, Ebron was highly productive as a pass-catching tight end, improving his reception and yardage totals each year he was there. His 2013 line of 62/973/3 was impressive. The only concerning number there is the 3 — Ebron's low touchdown total. Despite his 6-4, 245-pound frame, Ebron was never a dominant scorer with only a 7.1 percent career touchdown rate.

Ebron's arrival probably signals the beginning of the end for the current tight end, Brandon Pettigrew. Ebron is a far more athletic player who should be able to get up the field with ease; he averaged 16.1 yards per reception at North Carolina, so some are viewing him almost as a really big wide receiver.

Damn. Tight End Eric Lebron goes to Detroit with the 10th pick. That was supposed to be the Giants' next tight end! Is Manziel plan B?

— Justin Sablich (@JSablichNYT) 9 May 14

9:15 P.M. Vikings Go With U.C.L.A.'s Barr at No. 9

Minnesota was comfortable moving down one pick while still being able to nab its guy, U.C.L.A. outside linebacker Anthony Barr. Although Barr didn't get as much predraft hype as many of the other top-10 players, you knew his combination of athleticism and production wouldn't last long.

Over the past two seasons, Barr produced an unbelievable 23.5 sacks and 41.5 tackles for loss. Those are pretty jaw-dropping numbers for a player who was a running back just two years ago.

Some were concerned with Barr's ability to transition to a seven-technique defensive end — the position he'll play in Minnesota — but his natural pass-rushing ability is truly elite.

Vikings pick Anthony Barr… Mixed reaction.

— El Belson (@el_belson) 9 May 14

9:07 P.M. Browns Trade Up One Spot to No. 8, Select CB Gilbert

After trading down five spots to start the draft, the Cleveland Browns are on the move again, jumping just a single spot to draft cornerback Justin Gilbert out of Oklahoma State. Why move up just one spot? It's possible that the Minnesota Vikings told Cleveland that some other team was looking to trade up for their selection, urging the Browns to best the offer if they wanted to nab their man. Cleveland needed to send Minnesota just a fifth-rounder to make the move.

When the Browns jumped one position, some thought that maybe they were looking to go with quarterback Johnny Manziel. Instead, they drafted someone considered to be the prototype at cornerback. At 6 feet and 202 pounds, Gilbert clocked in at 4.37 in the 40-yard dash at the combine. His combination of size and speed is top-tier.

In Cleveland, he'll pair with Joe Haden to provide the Browns with one of the more frightening cornerback duos in the N.F.L. Cleveland might now have the personnel to contain the divisional foes A. J. Green and Antonio Brown.

And that's why I didn't do a mock draft! Browns take CB Justin Gilbert & the crowd erupts with groans of disappointment and disgust.

— Justin Sablich (@JSablichNYT) 9 May 14

Are they chanting Cleveland Sucks at Radio City? I can only imagine what's going on in Cleveland.

— Melissa Hoppert (@MHoppertNYT) 9 May 14

9:02 P.M. Tampa Bay Grabs WR Evans at No. 7

Looking to give the second-year quarterback Mike Glennon some help on the outside, the Buccaneers drafted Texas A&M wide receiver Mike Evans with the seventh overall selection. The pick wasn't necessarily shocking, but it's mildly surprising that the new coach Lovie Smith bypassed defense (like Pittsburgh defensive tackle Aaron Donald) in favor of an offensive player.

Johnny Manziel got most of the attention at Texas A&M, but much of his success was due to the high-level talent of Evans. In 2012, Evans grabbed 82 passes for 1,105 yards and 5 touchdowns. With defenses clamping down on him last year, Evans's reception total dropped to 69, yet he still managed more yards (1,394) and touchdowns (12).

Evans's closest N.F.L. comparison is probably the current Bucs wide receiver Vincent Jackson — another big, physical player who can get deep and score with consistency. At 6-5 and 225 pounds, Evans is going to pair with Jackson to give Tampa Bay perhaps the most red-zone-efficient wide receiver corps in 2014.

Another Aggie goes before Johnny Football

— El Belson (@el_belson) 9 May 14

8:54 P.M. With Sixth Pick, Falcons Select Texas A&M OT Matthews

The rumors were that if linebacker Khalil Mack slipped to Cleveland's fourth overall pick, Atlanta was prepared to move up to get him. That might have been the case, but the Browns received an offer from Buffalo that they just couldn't pass up. Atlanta was placed in a position in which they needed to wait on Oakland, and the Raiders indeed drafted the player many assumed was the apple of Atlanta's eye.

Instead, the Falcons opted to protect quarterback Matt Ryan with Texas A&M offensive tackle Jake Matthews. Not quite the same caliber of athlete as the No. 2 pick, Greg Robinson, Matthews was still a stone wall for the Aggies. He's leaner than Robinson — 6-5, 308 pounds — but his size and length (33.4-inch arms) are plenty good enough to excel in the N.F.L.

Matthews should start right out of the gate for the Falcons. He has experience on both sides of the football.

J. Football now not even the first Aggie selected after Jake Matthews goes 6th to Atlanta

— Zach Schonbrun (@zschonbrun) 9 May 14

Pretty muted response for Jake Matthews. Are there no Falcons fans in the house?

— El Belson (@el_belson) 9 May 14

8:49 P.M. LB Khalil Mack to Oakland at No. 5

With the fifth overall selection, the Oakland Raiders drafted Buffalo linebacker Khalil Mack. Oakland had been rumored to have a lot of interest in both Mack and Texas A&M wide receiver Mike Evans, but they went defense with the consensus second-best defensive player still on the board.

At Buffalo, Mack was unbelievably productive. Last year, he totaled 100 tackles while recording 10.5 sacks and 19 tackles for loss. Mack also impressed at the scouting combine, jumping 40 inches vertically and recording an unbelievable 10 feet 8 inches in the broad.

In Oakland, Mack will most likely work as a hybrid player who can drop into coverage at times. The majority of Mack's snaps, though, will probably come as a pass rusher. His ability to get to the quarterback was really what warranted such a high selection.

8:43 P.M. Bills Trade Up to No. 4 and Select WR Watkins

In a bit of a shocker, the Buffalo Bills traded up from the ninth overall selection, swapping picks with the Cleveland Browns to get up to No. 4 over all. The Bills gave up this year's first and next year's first and fourth to get Clemson wide receiver Sammy Watkins.

In Watkins, Buffalo will get a very versatile receiver who can pretty much do it all — quick screens, deep routes and even the occasional rush. He's a 6-foot-1, 211-pound receiver with sub-4.40 speed who was productive right out of the gate in college. In his freshman year, Watkins caught 82 passes for 1,219 yards and 12 touchdowns. When a player can dominate college competition at an age younger than the majority of his opponents, that's a great sign.

Watkins will start from Day 1 in Buffalo.

Bills take Sammy Watkins. NFL marketers knew what they were doing with #DraftDay. My heart is pounding.

— Melissa Hoppert (@MHoppertNYT) 9 May 14

8:32 P.M. Jaguars Go With QB Bortles at No. 3

The Jacksonville Jaguars didn't take long to select U.C.F. quarterback Blake Bortles with the third overall selection. The pick is somewhat surprising, although the fact that we haven't heard much quarterback talk out of Jacksonville this year could be because they were indeed targeting Bortles all along.

Bortles was highly efficient at Central Florida, throwing for 8.5 yards-per-attempt and completing 65.7 percent of his passes during his three-year career. He also recorded an impressive 56-to-19 touchdown-to-interception ratio.

The only concern? Hand size. N.F.L. teams have seemed to pay more attention to quarterback hand size in recent years because it's predictive of success at the position. Although Bortles is tall, his hands are just 9.38 inches long—smaller than the league average of 9.6.

Wow… The buzz for Bortles was intense… Johnny Football skipped over.

— El Belson (@el_belson) 9 May 14

8:29 P.M. Rams Draft Auburn OT Robinson No. 2

No one was completely positive if the St. Louis Rams would target an offensive weapon for their quarterback, someone to protect him on the outside, or even a prospect to eventually replace him. At least in the first round, they went with the middle option.

Auburn offensive tackle Greg Robinson is a mammoth 6-foot-5, 332-pound offensive tackle who started 25 of 26 career games at Auburn. Robinson's most attractive trait might be his 35-inch arms; arm length is strongly correlated with N.F.L. success for offensive tackles.

In St. Louis, Robinson will most likely compete with Joe Barksdale to immediately get time at right tackle, and he could eventually kick over to Sam Bradford's blind side in place of the current left tackle, Rodger Saffold.

8:25 P.M. What Will the Giants Do Against Clowney?

The Giants host the Texans on Sept. 21: Eli Manning scrambling between the rush of J. J. Watt and Clowney. (And perhaps counting on tonight's first-round pick to keep him upright.)

— Bill Pennington

8:16 P.M. Texans Select Clowney No. 1

As expected, the Houston Texans opened the 2014 N.F.L. draft by selecting South Carolina defensive end Jadeveon Clowney. Houston used the entirety of its allotted time to field any last-minute trade offers, but in the end, Clowney's ability was too attractive to pass up.

The question about Clowney: If he's truly the once-in-a-decade sort of prospect some are making him out to be, why the lack of production in 2013? Double teams or not, you'd certainly expect a world-class edge rusher to total more than three sacks and 11.5 tackles for loss. In comparison, Clowney recorded 13 sacks and 23.5 tackles for loss in 2012.

Still, it's not as if 6-foot-6, 266-pound defensive ends with 34.5-inch arms and 4.53 speed grow on trees. Whether or not he'll fulfill his potential, you can't argue that Clowney's ceiling in the N.F.L. is otherworldly.

In Houston, Clowney will pair with Whitney Mercilus as the Texans' pass-rushing outside linebacker duo. Houston will most likely move Brooks Reed inside, so the pick could represent an upgrade at two positions.

The Houston Texans select Jadeveon Clowney with the first pick of the NFL draft. Only took them 4 months, 8 days and 10 minutes to decide.

— Justin Sablich (@JSablichNYT) 9 May 14

8:03 P.M. A Look Back at Draft History

Slide Show

The N.F.L. draft has come a long way. Take a look.

We're mere minutes away from the N.F.L. draft, and as expected, rumors are running rampant.

The Detroit Lions love U.C.L.A. defensive end Anthony Barr, according to NFL.com's Ian Rapoport, but they might not get him if ESPN's Bob Holtzman is right that Barr is one of the Minnesota Vikings' targets with the eighth overall selection.

The Pittsburgh Steelers are a team to watch for North Carolina tight end Eric Ebron, and the Atlanta Falcons appear to be the team most likely to trade up. But not too far.

ESPN's Adam Schefter says the Jacksonville Jaguars are "intrigued" by Johnny Manziel at No. 3 over all, while Fox's Jay Glazer thinks Johnny Football is going to fall to the Arizona Cardinals in the back half of the first round. Or he could go somewhere in the middle (including to a certain New York team). One thing we know for sure about Manziel is that he's the Cowboys' top-rated quarterback, per ESPN's Todd McShay. Unless, of course, he isn't.

The fact is that we don't really know very much about what's going to unfold tonight and, outside of those picking near the top of the draft, neither do the teams. But that's what makes the draft so special. That's what adds to the intrigue. That's what has fans coming back for more.

There are about a million ways the draft could develop tonight, but the one certainty is that there will be twists and turns not even the most sophisticated analysts could envision.

Our motto for the 2014 N.F.L. draft: Expect the unexpected.

Rainier Ehrhardt/Associated Press

And here's a little more information to whet your appetite before the draft. Melissa Hoppert, The Times's N.F.L. editor, reveals what to look for as teams make their picks this week.

We're an hour away from the first pick. Now's a good time to take another look at the Retro Report's take on the 1998 draft.

A version of this article appears in print on 05/09/2014, on page B13 of the NewYork edition with the headline: A Look at Round 1.

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