DealBook: $24 Billion Buyout for Dell, Biggest Since 2007

9:32 a.m. | Updated

Dell announced on Tuesday that it had agreed to go private in a $24.4 billion deal led by its founder and the investment firm Silver Lake, in the biggest leveraged buyout since the financial crisis.

Under the terms of the deal, the buyers’ consortium, which also includes Microsoft, will pay $13.65 a share in cash. That is roughly 25 percent above where Dell’s stock traded before word emerged of the negotiations of its sale.

Michael S. Dell will contribute his stake of roughly 14 percent toward the transaction, and will contribute additional cash through his private investment firm, MSD Capital. Silver Lake is expected to contribute about $1 billion in cash, while Microsoft will loan an additional $2 billion.

Dell’s board is said to have met on Monday night to vote on the deal. In its statement, the company said Mr. Dell recused himself from any discussions about a transaction and did not vote.

As a newly private company – now more firmly under the control of Mr. Dell – the computer maker will seek to revive itself after years of decline. The takeover represents Mr. Dell’s most drastic effort yet to turn around the company he founded in a college dormitory room in 1984 and expanded into one of the world’s biggest sellers of personal computers.

But the advent of new competition, first from other PC manufacturers and then smartphones and the iPad, severely eroded Dell’s business. Such is the concern about the company’s future that Microsoft agreed to lend some of its considerable financial muscle to shore up one of its most important business partners.

“I believe this transaction will open an exciting new chapter for Dell, our customers and team members,” Mr. Dell said in a statement. “Dell has made solid progress executing this strategy over the past four years, but we recognize that it will still take more time, investment and patience, and I believe our efforts will be better supported by partnering with Silver Lake in our shared vision.”

Still, analysts have expressed concern that even a move away from the unyielding scrutiny of the public markets will not let Mr. Dell accomplish what years of previous turnaround efforts have failed to achieve.

Nevertheless, the transaction represents a watershed moment for the private equity industry, reaching heights unseen over the past five years. It is the biggest leveraged buyout since the Blackstone Group‘s $26 billion takeover of Hilton Hotels in the summer of 2007, and it is supported by more than $15 billion of debt financing raised by no fewer than four banks.

“Michael Dell is a true visionary and one of the pre-eminent leaders of the global technology industry,” Egon Durban, a managing partner at Silver Lake, said in a statement. “Silver Lake is looking forward to partnering with him, the talented management team at Dell and the investor group to innovate, invest in long-term growth initiatives and accelerate the company’s transformation strategy to become an integrated and diversified global I.T. solutions provider.”

Mr. Dell first approached the board about taking the company private in August. That prompted the board to form a special committee, with JPMorgan Chase and the law firm Debevoise & Plimpton as advisers. It was charged with considering alternatives to a management buyout, including other deals or borrowing money to pay out a special dividend.

To help ward off accusations of self-dealing by Mr. Dell, the special committee has hired an independent investment bank, Evercore Partners, specifically to oversee a 45-day “go shop” period in which the company will solicit other potential buyers.

“The special committee and its advisers conducted a disciplined and independent process intended to ensure the best outcome for shareholders,” Alex J. Mandl, the head of the Dell independent committee, said in a statement. “Importantly, the go-shop process provides a real opportunity to determine if there are alternatives superior to the present offer from Mr. Dell and Silver Lake.”

Dell itself was advised by Goldman Sachs and the law firm Hogan Lovells, while Mr. Dell retained Wachtell, Lipton, Rosen & Katz as legal counsel. Silver Lake was advised by Bank of America Merrill Lynch, Barclays, Credit Suisse, RBC Capital Markets and the law firm Simpson Thacher & Bartlett.

On Tuesday, Mr. Dell sent a memo to company employees about the deal. Here is a copy of the memo:

Today, we announced a definitive agreement for me and global technology investment firm Silver Lake to acquire Dell and take it private.

This transaction is an exciting new chapter for Dell, our team and our customers. We can immediately deliver value to stockholders, while continuing to execute our long-term growth strategy and focus on helping customers achieve their goals.

Together, we have built an incredible business that generates nearly $60 billion in annual revenue. We deliver enormous customer value through end-to-end solutions that are scalable, secure and easy to manage, and Enterprise Solutions and Services now account for 50 percent of our gross margins.

Dell’s transformation is well underway, but we recognize it will still take more time, investment and patience. I believe that we are better served with partners who will provide long-term support to help Dell innovate and accelerate the company’s transformation strategy. We’ll have the flexibility to continue organic and inorganic investment, and grow our business for the long term.

I am particularly pleased to be in partnership with Silver Lake, a world-class investment firm with an outstanding reputation and significant experience in the technology sector. They know all the technology business models, understand the value chain and have an extremely strong global network of contacts. I am also glad that Microsoft is part of the transaction, further building on a nearly 30-year relationship.

I am honored to continue serving as chairman and CEO, and I look forward to working with all of you, including our current senior leadership team, to accelerate our efforts. There is much more we can accomplish together. I am committed to this journey and I am grateful for your dedication and support. Please, stay focused on delivering results for our customers and our company.

There is still considerable work to be done, and undoubtedly both challenges and triumphs lie ahead, but as always, we are making the right decisions to position Dell, our team and our customers for long-term success.

Michael

Read More..

Personal Health: Effective Addiction Treatment

Countless people addicted to drugs, alcohol or both have managed to get clean and stay clean with the help of organizations like Alcoholics Anonymous or the thousands of residential and outpatient clinics devoted to treating addiction.

But if you have failed one or more times to achieve lasting sobriety after rehab, perhaps after spending tens of thousands of dollars, you’re not alone. And chances are, it’s not your fault.

Of the 23.5 million teenagers and adults addicted to alcohol or drugs, only about 1 in 10 gets treatment, which too often fails to keep them drug-free. Many of these programs fail to use proven methods to deal with the factors that underlie addiction and set off relapse.

According to recent examinations of treatment programs, most are rooted in outdated methods rather than newer approaches shown in scientific studies to be more effective in helping people achieve and maintain addiction-free lives. People typically do more research when shopping for a new car than when seeking treatment for addiction.

A groundbreaking report published last year by the National Center on Addiction and Substance Abuse at Columbia University concluded that “the vast majority of people in need of addiction treatment do not receive anything that approximates evidence-based care.” The report added, “Only a small fraction of individuals receive interventions or treatment consistent with scientific knowledge about what works.”

The Columbia report found that most addiction treatment providers are not medical professionals and are not equipped with the knowledge, skills or credentials needed to provide the full range of evidence-based services, including medication and psychosocial therapy. The authors suggested that such insufficient care could be considered “a form of medical malpractice.”

The failings of many treatment programs — and the comprehensive therapies that have been scientifically validated but remain vastly underused — are described in an eye-opening new book, “Inside Rehab,” by Anne M. Fletcher, a science writer whose previous books include the highly acclaimed “Sober for Good.”

“There are exceptions, but of the many thousands of treatment programs out there, most use exactly the same kind of treatment you would have received in 1950, not modern scientific approaches,” A. Thomas McLellan, co-founder of the Treatment Research Institute in Philadelphia, told Ms. Fletcher.

Ms. Fletcher’s book, replete with the experiences of treated addicts, offers myriad suggestions to help patients find addiction treatments with the highest probability of success.

Often, Ms. Fletcher found, low-cost, publicly funded clinics have better-qualified therapists and better outcomes than the high-end residential centers typically used by celebrities like Britney Spears and Lindsay Lohan. Indeed, their revolving-door experiences with treatment helped prompt Ms. Fletcher’s exhaustive exploration in the first place.

In an interview, Ms. Fletcher said she wanted to inform consumers “about science-based practices that should form the basis of addiction treatment” and explode some of the myths surrounding it.

One such myth is the belief that most addicts need to go to a rehab center.

“The truth is that most people recover (1) completely on their own, (2) by attending self-help groups, and/or (3) by seeing a counselor or therapist individually,” she wrote.

Contrary to the 30-day stint typical of inpatient rehab, “people with serious substance abuse disorders commonly require care for months or even years,” she wrote. “The short-term fix mentality partially explains why so many people go back to their old habits.”

Dr. Mark Willenbring, a former director of treatment and recovery research at the National Institute for Alcohol Abuse and Alcoholism, said in an interview, “You don’t treat a chronic illness for four weeks and then send the patient to a support group. People with a chronic form of addiction need multimodal treatment that is individualized and offered continuously or intermittently for as long as they need it.”

Dr. Willenbring now practices in St. Paul, where he is creating a clinic called Alltyr “to serve as a model to demonstrate what comprehensive 21st century treatment should look like.”

“While some people are helped by one intensive round of treatment, the majority of addicts continue to need services,” Dr. Willenbring said. He cited the case of a 43-year-old woman “who has been in and out of rehab 42 times” because she never got the full range of medical and support services she needed.

Dr. Willenbring is especially distressed about patients who are treated for opioid addiction, then relapse in part because they are not given maintenance therapy with the drug Suboxone.

“We have some pretty good drugs to help people with addiction problems, but doctors don’t know how to use them,” he said. “The 12-step community doesn’t want to use relapse-prevention medication because they view it as a crutch.”

Before committing to a treatment program, Ms. Fletcher urges prospective clients or their families to do their homework. The first step, she said, is to get an independent assessment of the need for treatment, as well as the kind of treatment needed, by an expert who is not affiliated with the program you are considering.

Check on the credentials of the program’s personnel, who should have “at least a master’s degree,” Ms. Fletcher said. If the therapist is a physician, he or she should be certified by the American Board of Addiction Medicine.

Does the facility’s approach to treatment fit with your beliefs and values? If a 12-step program like A.A. is not right for you, don’t choose it just because it’s the best known approach.

Meet with the therapist who will treat you and ask what your treatment plan will be. “It should be more than movies, lectures or three-hour classes three times a week,” Ms. Fletcher said. “You should be treated by a licensed addiction counselor who will see you one-on-one. Treatment should be individualized. One size does not fit all.”

Find out if you will receive therapy for any underlying condition, like depression, or a social problem that could sabotage recovery. The National Institute on Drug Abuse states in its Principles of Drug Addiction Treatment, “To be effective, treatment must address the individual’s drug abuse and any associated medical, psychological, social, vocational, and legal problems.”

Look for programs using research-validated techniques, like cognitive behavioral therapy, which helps addicts recognize what prompts them to use drugs or alcohol, and learn to redirect their thoughts and reactions away from the abused substance.

Other validated treatment methods include Community Reinforcement and Family Training, or Craft, an approach developed by Robert J. Meyers and described in his book, “Get Your Loved One Sober,” with co-author Brenda L. Wolfe. It helps addicts adopt a lifestyle more rewarding than one filled with drugs and alcohol.

This is the first of two articles on addiction treatment.

Read More..

Personal Health: Effective Addiction Treatment

Countless people addicted to drugs, alcohol or both have managed to get clean and stay clean with the help of organizations like Alcoholics Anonymous or the thousands of residential and outpatient clinics devoted to treating addiction.

But if you have failed one or more times to achieve lasting sobriety after rehab, perhaps after spending tens of thousands of dollars, you’re not alone. And chances are, it’s not your fault.

Of the 23.5 million teenagers and adults addicted to alcohol or drugs, only about 1 in 10 gets treatment, which too often fails to keep them drug-free. Many of these programs fail to use proven methods to deal with the factors that underlie addiction and set off relapse.

According to recent examinations of treatment programs, most are rooted in outdated methods rather than newer approaches shown in scientific studies to be more effective in helping people achieve and maintain addiction-free lives. People typically do more research when shopping for a new car than when seeking treatment for addiction.

A groundbreaking report published last year by the National Center on Addiction and Substance Abuse at Columbia University concluded that “the vast majority of people in need of addiction treatment do not receive anything that approximates evidence-based care.” The report added, “Only a small fraction of individuals receive interventions or treatment consistent with scientific knowledge about what works.”

The Columbia report found that most addiction treatment providers are not medical professionals and are not equipped with the knowledge, skills or credentials needed to provide the full range of evidence-based services, including medication and psychosocial therapy. The authors suggested that such insufficient care could be considered “a form of medical malpractice.”

The failings of many treatment programs — and the comprehensive therapies that have been scientifically validated but remain vastly underused — are described in an eye-opening new book, “Inside Rehab,” by Anne M. Fletcher, a science writer whose previous books include the highly acclaimed “Sober for Good.”

“There are exceptions, but of the many thousands of treatment programs out there, most use exactly the same kind of treatment you would have received in 1950, not modern scientific approaches,” A. Thomas McLellan, co-founder of the Treatment Research Institute in Philadelphia, told Ms. Fletcher.

Ms. Fletcher’s book, replete with the experiences of treated addicts, offers myriad suggestions to help patients find addiction treatments with the highest probability of success.

Often, Ms. Fletcher found, low-cost, publicly funded clinics have better-qualified therapists and better outcomes than the high-end residential centers typically used by celebrities like Britney Spears and Lindsay Lohan. Indeed, their revolving-door experiences with treatment helped prompt Ms. Fletcher’s exhaustive exploration in the first place.

In an interview, Ms. Fletcher said she wanted to inform consumers “about science-based practices that should form the basis of addiction treatment” and explode some of the myths surrounding it.

One such myth is the belief that most addicts need to go to a rehab center.

“The truth is that most people recover (1) completely on their own, (2) by attending self-help groups, and/or (3) by seeing a counselor or therapist individually,” she wrote.

Contrary to the 30-day stint typical of inpatient rehab, “people with serious substance abuse disorders commonly require care for months or even years,” she wrote. “The short-term fix mentality partially explains why so many people go back to their old habits.”

Dr. Mark Willenbring, a former director of treatment and recovery research at the National Institute for Alcohol Abuse and Alcoholism, said in an interview, “You don’t treat a chronic illness for four weeks and then send the patient to a support group. People with a chronic form of addiction need multimodal treatment that is individualized and offered continuously or intermittently for as long as they need it.”

Dr. Willenbring now practices in St. Paul, where he is creating a clinic called Alltyr “to serve as a model to demonstrate what comprehensive 21st century treatment should look like.”

“While some people are helped by one intensive round of treatment, the majority of addicts continue to need services,” Dr. Willenbring said. He cited the case of a 43-year-old woman “who has been in and out of rehab 42 times” because she never got the full range of medical and support services she needed.

Dr. Willenbring is especially distressed about patients who are treated for opioid addiction, then relapse in part because they are not given maintenance therapy with the drug Suboxone.

“We have some pretty good drugs to help people with addiction problems, but doctors don’t know how to use them,” he said. “The 12-step community doesn’t want to use relapse-prevention medication because they view it as a crutch.”

Before committing to a treatment program, Ms. Fletcher urges prospective clients or their families to do their homework. The first step, she said, is to get an independent assessment of the need for treatment, as well as the kind of treatment needed, by an expert who is not affiliated with the program you are considering.

Check on the credentials of the program’s personnel, who should have “at least a master’s degree,” Ms. Fletcher said. If the therapist is a physician, he or she should be certified by the American Board of Addiction Medicine.

Does the facility’s approach to treatment fit with your beliefs and values? If a 12-step program like A.A. is not right for you, don’t choose it just because it’s the best known approach.

Meet with the therapist who will treat you and ask what your treatment plan will be. “It should be more than movies, lectures or three-hour classes three times a week,” Ms. Fletcher said. “You should be treated by a licensed addiction counselor who will see you one-on-one. Treatment should be individualized. One size does not fit all.”

Find out if you will receive therapy for any underlying condition, like depression, or a social problem that could sabotage recovery. The National Institute on Drug Abuse states in its Principles of Drug Addiction Treatment, “To be effective, treatment must address the individual’s drug abuse and any associated medical, psychological, social, vocational, and legal problems.”

Look for programs using research-validated techniques, like cognitive behavioral therapy, which helps addicts recognize what prompts them to use drugs or alcohol, and learn to redirect their thoughts and reactions away from the abused substance.

Other validated treatment methods include Community Reinforcement and Family Training, or Craft, an approach developed by Robert J. Meyers and described in his book, “Get Your Loved One Sober,” with co-author Brenda L. Wolfe. It helps addicts adopt a lifestyle more rewarding than one filled with drugs and alcohol.

This is the first of two articles on addiction treatment.

Read More..

DealBook: $24 Billion Buyout for Dell, Biggest Since 2007

9:32 a.m. | Updated

Dell announced on Tuesday that it had agreed to go private in a $24.4 billion deal led by its founder and the investment firm Silver Lake, in the biggest leveraged buyout since the financial crisis.

Under the terms of the deal, the buyers’ consortium, which also includes Microsoft, will pay $13.65 a share in cash. That is roughly 25 percent above where Dell’s stock traded before word emerged of the negotiations of its sale.

Michael S. Dell will contribute his stake of roughly 14 percent toward the transaction, and will contribute additional cash through his private investment firm, MSD Capital. Silver Lake is expected to contribute about $1 billion in cash, while Microsoft will loan an additional $2 billion.

Dell’s board is said to have met on Monday night to vote on the deal. In its statement, the company said Mr. Dell recused himself from any discussions about a transaction and did not vote.

As a newly private company – now more firmly under the control of Mr. Dell – the computer maker will seek to revive itself after years of decline. The takeover represents Mr. Dell’s most drastic effort yet to turn around the company he founded in a college dormitory room in 1984 and expanded into one of the world’s biggest sellers of personal computers.

But the advent of new competition, first from other PC manufacturers and then smartphones and the iPad, severely eroded Dell’s business. Such is the concern about the company’s future that Microsoft agreed to lend some of its considerable financial muscle to shore up one of its most important business partners.

“I believe this transaction will open an exciting new chapter for Dell, our customers and team members,” Mr. Dell said in a statement. “Dell has made solid progress executing this strategy over the past four years, but we recognize that it will still take more time, investment and patience, and I believe our efforts will be better supported by partnering with Silver Lake in our shared vision.”

Still, analysts have expressed concern that even a move away from the unyielding scrutiny of the public markets will not let Mr. Dell accomplish what years of previous turnaround efforts have failed to achieve.

Nevertheless, the transaction represents a watershed moment for the private equity industry, reaching heights unseen over the past five years. It is the biggest leveraged buyout since the Blackstone Group‘s $26 billion takeover of Hilton Hotels in the summer of 2007, and it is supported by more than $15 billion of debt financing raised by no fewer than four banks.

“Michael Dell is a true visionary and one of the pre-eminent leaders of the global technology industry,” Egon Durban, a managing partner at Silver Lake, said in a statement. “Silver Lake is looking forward to partnering with him, the talented management team at Dell and the investor group to innovate, invest in long-term growth initiatives and accelerate the company’s transformation strategy to become an integrated and diversified global I.T. solutions provider.”

Mr. Dell first approached the board about taking the company private in August. That prompted the board to form a special committee, with JPMorgan Chase and the law firm Debevoise & Plimpton as advisers. It was charged with considering alternatives to a management buyout, including other deals or borrowing money to pay out a special dividend.

To help ward off accusations of self-dealing by Mr. Dell, the special committee has hired an independent investment bank, Evercore Partners, specifically to oversee a 45-day “go shop” period in which the company will solicit other potential buyers.

“The special committee and its advisers conducted a disciplined and independent process intended to ensure the best outcome for shareholders,” Alex J. Mandl, the head of the Dell independent committee, said in a statement. “Importantly, the go-shop process provides a real opportunity to determine if there are alternatives superior to the present offer from Mr. Dell and Silver Lake.”

Dell itself was advised by Goldman Sachs and the law firm Hogan Lovells, while Mr. Dell retained Wachtell, Lipton, Rosen & Katz as legal counsel. Silver Lake was advised by Bank of America Merrill Lynch, Barclays, Credit Suisse, RBC Capital Markets and the law firm Simpson Thacher & Bartlett.

On Tuesday, Mr. Dell sent a memo to company employees about the deal. Here is a copy of the memo:

Today, we announced a definitive agreement for me and global technology investment firm Silver Lake to acquire Dell and take it private.

This transaction is an exciting new chapter for Dell, our team and our customers. We can immediately deliver value to stockholders, while continuing to execute our long-term growth strategy and focus on helping customers achieve their goals.

Together, we have built an incredible business that generates nearly $60 billion in annual revenue. We deliver enormous customer value through end-to-end solutions that are scalable, secure and easy to manage, and Enterprise Solutions and Services now account for 50 percent of our gross margins.

Dell’s transformation is well underway, but we recognize it will still take more time, investment and patience. I believe that we are better served with partners who will provide long-term support to help Dell innovate and accelerate the company’s transformation strategy. We’ll have the flexibility to continue organic and inorganic investment, and grow our business for the long term.

I am particularly pleased to be in partnership with Silver Lake, a world-class investment firm with an outstanding reputation and significant experience in the technology sector. They know all the technology business models, understand the value chain and have an extremely strong global network of contacts. I am also glad that Microsoft is part of the transaction, further building on a nearly 30-year relationship.

I am honored to continue serving as chairman and CEO, and I look forward to working with all of you, including our current senior leadership team, to accelerate our efforts. There is much more we can accomplish together. I am committed to this journey and I am grateful for your dedication and support. Please, stay focused on delivering results for our customers and our company.

There is still considerable work to be done, and undoubtedly both challenges and triumphs lie ahead, but as always, we are making the right decisions to position Dell, our team and our customers for long-term success.

Michael

Read More..

The Lede Blog: North Korea Propaganda Video Uses "Call of Duty" and "We Are the World" to Imagine a Brighter World, Without Manhattan

When aliens strike, the climate goes berserk, the Russians invade, an asteroid threatens the Earth, New York City is often the first place to be destroyed. Hollywood has long used the city’s iconic skyline to demonstrate what destruction looks like in action movies and video games. It seems that North Korea, in seeking to show how an assault on America would play out, also has Manhattan squarely in its crosshairs.

A new propaganda video, posted Sunday on a Web site and a YouTube channel that serve as outlets for North Korean state media, shows a computer-animated representation of Lower Manhattan in flames as bombs rain down.

A video posted on a North Korean YouTube channel this week features images of Manhattan in flames.

As a blogger for Kotaku reports, the attack on Manhattan is lifted straight from the video game “Call of Duty: Modern Warfare 3,” and unfolds as a sweeping instrumental version of “We Are the World” plays in the background.

The cartoonish propaganda clip is one of a slew of recent videos that have been released by North Korea to promote the country’s missile program. Although the video might make some observers laugh, the tension over North Korea’s nuclear ambitions and missile program is deadly serious.

The United Nations Security Council voted on Jan. 22 to tighten sanctions against North Korea as punishment for a Dec. 12 rocket launch. In response, the North vowed to expand its nuclear program “both quantitatively and qualitatively” and conduct a third nuclear test at a “higher level.”

As our colleagues David Sanger and William Broad reported after December’s successful missile launch by North Korea, there is no evidence that the country currently has technology that can threaten the continental United States – much less New York.

Administration officials said that while the launching was successful — and advanced the North’s missile program — it was hardly a threat to the United States, despite a warning by Robert M. Gates in 2011, when he was secretary of defense, that the North would have a missile capable of reaching the United States by 2016.

The video begins with an image of a man in blue pajamas sleeping. He recounts a dream in words that appear on the screen. “I had a dream last night, a dream of soaring into space on board our Unha-9 rocket,” the man says.

Unha, Korean for galaxy, is the name of the North Korean missile series. The latest one, launched in December, was the Unha-3. So the dreamer is imagining a future, more advanced version of the rocket. After first showing footage of a real rocket launch, the video shifts to animation.

“Our Kwangmyongsong-21 space craft got separated from the rocket and traveled through space,” he says.

Once again, the dream appears to show the advances North Korea hopes to make in the years to come. In December, the satellite launched by the North was rocket number 3. By the time the series reaches 21 in the man’s dream, the rocket looks like the American space shuttle. The animation at that point shows the space craft circling the globe in search of its target, the music from “We are the World” building as it moves closer to the United States.

“I see stars and the green Earth. I also see a unified Korea.” These words appear on screen as the video moves from animation back to real footage of people waving flags, in particular, a “Korea-is-one” flag. The video shows a unified, not divided, Korean Peninsula in blue, a symbol of Korean reunification.

Then the video shows an overhead image of New York draped in the American flag. “Meanwhile, I see black smoke rising somewhere in America,” the dreaming man says. “It appears that the headquarters of evil, which has had a habit of using force and unilateralism and committing wars of aggression, is going up in flames it itself has ignited.”

At this point in the video, the computer-animated scene copied from “Call of Duty” show Lower Manhattan in flames.

“Just imagine riding in a Korean space ship. One day, my dream will come true,” the narrator says. “No matter how hard the imperialists try to isolate and stifle us, they will not stop our people’s path toward our final victory of achieving a unified, strong and prosperous Korea.”

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Bucks Blog: The Question You Should Be Asking About the Stock Market

Carl Richards is a financial planner in Park City, Utah, and is the director of investor education at the BAM Alliance. His book, “The Behavior Gap,” was published last year. His sketches are archived on the Bucks blog.

With the stock market up more than 100 percent from those scary days in early 2009 and up 16 percent in 2012 alone, we’re now hearing plenty about how small investors are getting back into the market. Andrew Wilkinson, the chief economic strategist at Miller Tabak Associates, referred to it as a “a real sea change in investor outlook.”

It seems we’re in danger of repeating the same old cycle of swearing off stocks forever during scary markets, missing a huge rally and then deciding it’s time to buy when stocks are high again. On the flip side, I’ve had a number of conversations with Main Street investors who are asking if now is the time to sell because the Dow Jones Industrial Average is hovering near 14,000 and the S&P 500 stock index is around 1,500 again.

So which one is it? Should everyday investors be buying or selling?

Do you see the problem here?

If we’re investing based on what the market has done, it’s a recipe for disaster. Recent market performance tells us almost nothing useful about what the market will do in the near future. Logically it seems like it should, but a quick review of the market’s performance during the last six years should be evidence enough to convince us that it doesn’t.

Remember how you felt in March, 2009? I bet you didn’t feel like investing, and you weren’t alone. Almost no one did. It was a scary time. But it turns out that it would have been a brilliant time to invest. Again, not because of what the market had done, but what it was about to do.

But there was no way to know that in March 2009.

Did anyone expect (or feel) like 2012 was going to turn into a 16 percent year? In fact, almost all the unfortunate souls that make their living predicting the markets got 2012 wrong.

Here’s the thing we need to remember: we have no idea if now is the time to be buying or selling. But the good news is that it’s not even the question we should be asking. Instead we should be asking, “How can we avoid making the big behavioral mistake of selling low and buying high (again!) in the future?”

Instead of worrying about getting in or out of the market at the right time, take that time to focus on crafting a portfolio based on your goals. Start by taking out a piece of paper and writing a personal investment policy statement that addresses the following:

1. Why are you investing this money in the first place? What are your goals?
2. How much do you need in cash, bonds and stocks to give you the best chance of meeting those goals while taking the least amount of risk?
3. What actual investments will you buy to populate that plan and why? Make sure you address issues like diversification and expenses.
4. How often will you revisit this plan to make sure you’re doing what you said you would do and to make changes to your investments to get them back in line with what you said in number 2?

A personal investment policy statement can be one of the most important guardrails against the emotional investment decisions that we all regret in hindsight. So, when you get worried about the markets and are tempted to sell everything you own that has anything to do with stocks, go back to that piece of paper. If your goals haven’t changed, forget about it.

And when you get excited about that initial public offering that your brother-in-law says he can “get you in on,” pull out that piece of paper. If your goals haven’t changed, forget about it.

When your neighbors are all wrapped up in how the latest apocalypse du jour is going to ruin everyone’s retirement, pull out that piece of paper. If your goals haven’t changed, forget about it.

I know this might not work all the time. In fact, it might not work at all when we’re scared and dead set on getting out. But my hope is that having something we wrote when we weren’t scared will give us a little time to pause and ask a few questions before we do something that might end up being a mistake.

As a result, maybe, just maybe, we can shift the focus away from whether now is the right time to buy or sell and place it squarely on whether that decision fits into our own, personal investment plans.

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Recipes for Health: Quick One-Dish Meals, Some Cooking Required — Recipes for Health

Andrew Scrivani for The New York Times

This week, in response to readers’ requests on the Recipes for Health Facebook page, I focused on quick one-dish dinners. You may have a different opinion than I do about what constitutes a quick meal. There are quick meals that involve little or no cooking – paninis and sandwiches, uncomplicated omelets, scrambled eggs, and meals that combine prepared items with foods that you cook -- but I chose to focus on dishes that are made from scratch. I bought a cabbage and a generous bunch of kale at the farmers’ market, some sliced mushrooms and bagged baby spinach at Trader Joe’s, and used them in conjunction with items I had on hand in the pantry and refrigerator.

I decided to use the same rule of thumb that a close French friend uses. She refuses to spend more than a half hour on prep but always turns out spectacular dinners and lunches. My goal was to make one-dish meals that would put us at the table no more than 45 minutes after I started cooking (the soup this week went over by 5 or 10 minutes but I left it in because it is so good). For each recipe test I set the timer for 30 minutes, then let it count up once it went off. All of the meals are vegetarian and the only prepared foods I used were canned beans.

I do believe that it is healthy – and enjoyable -- to take time to prepare meals for the family (or just for yourself), even when you are juggling one child’s afterschool soccer practice and homework with another child’s dance recitals and homework. Sometimes it is hard to find that half hour, but everybody benefits when you do.

Soft Black Bean Tacos With Salsa and Cabbage

Canned black beans and lots of cabbage combine in a quick, utterly satisfying one-dish taco dinner. They can be served open-faced or folded over.

1 tablespoon canola or grape seed oil

1 teaspoon medium-hot chili powder (more to taste)

1 teaspoon ground lightly toasted cumin seeds (more to taste)

2 cans black beans, with liquid

Salt to taste

8 corn tortillas

1 cup fresh or bottled salsa*

3 ounces either queso fresco, feta, or sharp cheddar, grated or crumbled

2 cups shredded cabbage

*Make fresh salsa with 2 or 3 chopped roma tomatoes, 1 or 2 jalapeños or serrano chiles, a little chopped onion or shallot if desired, salt, a squeeze of lime juice, and chopped fresh cilantro

1. Heat the oil in a large, heavy skillet over medium-high heat and add the chili powder and ground cumin. Allow the spices to sizzle for about half a minute, until very fragrant, and stir in the black beans and 1/2 cup water. Cook, stirring and mashing the beans with the back of your spoon, for 5 to 10 minutes, until thick and fragrant. Be careful that you don’t let the beans dry out too much. If they do, add a little more water. Remove from the heat.

2. Heat the tortillas, two or three at a time, in a dry skillet over medium-high heat, or in a microwave. Top with the black beans, salsa, cheese and cabbage. Fold the filled tortillas over if desired and serve. Alternatively, one at a time, place a tortilla on a plate, top with the beans and cheese and heat through for 30 seconds to a minute in a microwave. Then top with salsa and a generous handful of cabbage, and serve.

Yield: Serves 4

Advance preparation: The refried black beans will keep for three days in the refrigerator. You will have to moisten and thin them out with water when you reheat them.

Nutritional information per serving: 398 calories; 11 grams fat; 3 grams saturated fat; 3 grams polyunsaturated fat; 4 grams monounsaturated fat; 15 milligrams cholesterol; 56 grams carbohydrates; 13 gram dietary fiber; 887 milligrams sodium (does not include salt to taste); 17 grams protein

Martha Rose Shulman is the author of “The Very Best of Recipes for Health.”

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Recipes for Health: Quick One-Dish Meals, Some Cooking Required — Recipes for Health

Andrew Scrivani for The New York Times

This week, in response to readers’ requests on the Recipes for Health Facebook page, I focused on quick one-dish dinners. You may have a different opinion than I do about what constitutes a quick meal. There are quick meals that involve little or no cooking – paninis and sandwiches, uncomplicated omelets, scrambled eggs, and meals that combine prepared items with foods that you cook -- but I chose to focus on dishes that are made from scratch. I bought a cabbage and a generous bunch of kale at the farmers’ market, some sliced mushrooms and bagged baby spinach at Trader Joe’s, and used them in conjunction with items I had on hand in the pantry and refrigerator.

I decided to use the same rule of thumb that a close French friend uses. She refuses to spend more than a half hour on prep but always turns out spectacular dinners and lunches. My goal was to make one-dish meals that would put us at the table no more than 45 minutes after I started cooking (the soup this week went over by 5 or 10 minutes but I left it in because it is so good). For each recipe test I set the timer for 30 minutes, then let it count up once it went off. All of the meals are vegetarian and the only prepared foods I used were canned beans.

I do believe that it is healthy – and enjoyable -- to take time to prepare meals for the family (or just for yourself), even when you are juggling one child’s afterschool soccer practice and homework with another child’s dance recitals and homework. Sometimes it is hard to find that half hour, but everybody benefits when you do.

Soft Black Bean Tacos With Salsa and Cabbage

Canned black beans and lots of cabbage combine in a quick, utterly satisfying one-dish taco dinner. They can be served open-faced or folded over.

1 tablespoon canola or grape seed oil

1 teaspoon medium-hot chili powder (more to taste)

1 teaspoon ground lightly toasted cumin seeds (more to taste)

2 cans black beans, with liquid

Salt to taste

8 corn tortillas

1 cup fresh or bottled salsa*

3 ounces either queso fresco, feta, or sharp cheddar, grated or crumbled

2 cups shredded cabbage

*Make fresh salsa with 2 or 3 chopped roma tomatoes, 1 or 2 jalapeños or serrano chiles, a little chopped onion or shallot if desired, salt, a squeeze of lime juice, and chopped fresh cilantro

1. Heat the oil in a large, heavy skillet over medium-high heat and add the chili powder and ground cumin. Allow the spices to sizzle for about half a minute, until very fragrant, and stir in the black beans and 1/2 cup water. Cook, stirring and mashing the beans with the back of your spoon, for 5 to 10 minutes, until thick and fragrant. Be careful that you don’t let the beans dry out too much. If they do, add a little more water. Remove from the heat.

2. Heat the tortillas, two or three at a time, in a dry skillet over medium-high heat, or in a microwave. Top with the black beans, salsa, cheese and cabbage. Fold the filled tortillas over if desired and serve. Alternatively, one at a time, place a tortilla on a plate, top with the beans and cheese and heat through for 30 seconds to a minute in a microwave. Then top with salsa and a generous handful of cabbage, and serve.

Yield: Serves 4

Advance preparation: The refried black beans will keep for three days in the refrigerator. You will have to moisten and thin them out with water when you reheat them.

Nutritional information per serving: 398 calories; 11 grams fat; 3 grams saturated fat; 3 grams polyunsaturated fat; 4 grams monounsaturated fat; 15 milligrams cholesterol; 56 grams carbohydrates; 13 gram dietary fiber; 887 milligrams sodium (does not include salt to taste); 17 grams protein

Martha Rose Shulman is the author of “The Very Best of Recipes for Health.”

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State of the Art: BlackBerry, Rebuilt, Lives to Fight Another Day

I’m sorry. I was wrong.

This apology is for the bespectacled student at my talk in Cleveland, and the lady in the red dress in Florida, and anyone else who’s recently asked me about the future of the BlackBerry. I told all of them the same thing: that it’s doomed.

That wasn’t an outrageous opinion. Once dominant, the BlackBerry has slipped to a single-digit percentage of the smartphone market. The company’s stock has crashed almost 90 percent from its 2008 peak. In the last two years, the BlackBerry’s maker, Research in Motion, released a disastrous tablet, laid off thousands of employees and lost its C.E.O.’s. The whole operation seemed to be one gnat-sneeze away from total collapse.

The company — which changed its name on Wednesday to simply BlackBerry — kept saying that it had a miraculous new BlackBerry in the wings with a new operating system called BlackBerry 10. But it was delayed and delayed and delayed. Nobody believed anything the company said anymore. Besides — even if there were some great phone, what prayer did BlackBerry have of catching up to the iPhone and Android phones now? Even Microsoft, with its slick, quick Windows Phone, hasn’t managed that trick.

Well, BlackBerry’s Hail Mary pass, its bet-the-farm phone, is finally here. It’s the BlackBerry Z10, and guess what? It’s lovely, fast and efficient, bristling with fresh, useful ideas.

And here’s the shocker — it’s complete. The iPhone, Android and Windows Phone all entered life missing important features. Not this one; BlackBerry couldn’t risk building a lifeboat with leaks. So it’s all here: a well-stocked app store, a music and movie store, Mac and Windows software for loading files, speech recognition, turn-by-turn navigation, parental controls, copy and paste, Find My Phone (with remote-control lock and erase) and on and on.

The hardware is all here, too. The BlackBerry’s 4.2-inch screen is even sharper than the iPhone’s vaunted Retina display (356 pixels per inch versus 326). Both front and back cameras can film in high definition (1080p back, 720p front).

The thin, sleek, black BlackBerry has 16 gigabytes of storage, plus a memory card slot for expansion. Its textured back panel pops off easily so that you can swap batteries. It will be available from all four major carriers — Verizon, AT&T, Sprint and T-Mobile — and Verizon said it would charge $200 with a two-year contract.

Some of BlackBerry 10’s ideas are truly ingenious. A subtle light blinks above the screen to indicate that something — a text, an e-mail message, voice mail, a Facebook post — is waiting for you. Without even pressing a physical button, you swipe up the screen; the Lock screen lifts like a drape as you slide your thumb, revealing what’s underneath. It’s fast and cool.

There are no individual app icons for Messages or Mail. Instead, all communication channels (including Facebook, Twitter and phone calls) are listed in the Hub — a master in-box list that appears at the left edge when you swipe inward. Each reveals how many new messages await and offers a one-tap jump into the corresponding app. It’s a one-stop command center that makes eminent sense.

The BlackBerry’s big selling point has always been its physical keyboard. The company says it will, in fact, sell a model with physical keys (and a smaller screen) called the Q10.

But you might not need it. On the all-touch-screen model, BlackBerry has come up with a mind-bogglingly clever typing system. Stay with me here:

As you type a word, tiny, complete words appear over certain on-screen keys — guesses as to the word you’re most likely to want. If you’ve typed “made of sil,” for example, the word “silicone” appears over the letter I key, “silver” over the V, and “silk” over the K. You can fling one of these words into your text by flicking upward from the key — or ignore it and keep typing.

How well does it work? In this passage, the only letters I actually had to type are shown in bold. The BlackBerry proposed the rest: “I’m going to have to cancel for tonight. There is a really good episode of Dancing With the Stars on.”

I type 20 characters; it typed 61 for me.

But wait, there’s more. The more you use the BlackBerry, the more it learns your way of writing. When I tried that same passage later, I typed only one letter: the I in “I’m.” Thereafter, the phone predicted each successive word in those sentences, requiring no letter-key presses at all. Freaky and brilliant and very, very fast.

There’s speech recognition, too. Hold in the Play/Pause key to get the Z10’s Siri-like assistant. Siri-like in concept, that is — you can say “send an e-mail to Harvey Smith,” “schedule an appointment” and a few other things — but it’s slower, less accurate and far narrower in scope. You can also speak to type, but the accuracy is so bad, you won’t use it.

E-mail: pogue@nytimes.com

This article has been revised to reflect the following correction:

Correction: January 30, 2013

An earlier version of this column reported incorrect information on the amount that cellphone carriers would charge for the new BlackBerry Z10. AT&T, Sprint and T-Mobile said they would announce pricing information in the future; they have not announced they will charge $200 with a two-year contract (as Verizon has).    

This article has been revised to reflect the following correction:

Correction: February 4, 2013

An earlier version of this column misstated the circumstances of the departure of Research in Motion’s co-chief executives. They stepped down; they were not fired.

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Iceland, Prosecutor of Bankers, Sees Meager Returns

Ilvy Njiokiktjien for The New York Times

"Greed is not a crime. But the question is: where does greed lead?" said Olafur Hauksson, a special prosecutor in Reykjavik.

REYKJAVIK, Iceland — As chief of police in a tiny fishing town for 11 years, Olafur Hauksson developed what he thought was a basic understanding of the criminal mind. The typical lawbreaker, he said, recalling his many encounters with small-time criminals, “clearly knows that he crossed the line” and generally sees “the difference between right and wrong.”

Today, the burly, 48-year-old former policeman is struggling with a very different sort of suspect. Reassigned to Reykjavik, the Icelandic capital, to lead what has become one of the world’s most sweeping investigation into the bankers whose actions contributed to the global financial crisis in 2008, Mr. Hauksson now faces suspects who “are not aware of when they crossed the line” and “defend their actions every step of the way.”

With the global economy still struggling to recover from the financial maelstrom five years ago, governments around the world have been criticized for largely failing to punish the bankers who were responsible for the calamity. But even here in Iceland, a country of just 320,000 that has gone after financiers with far more vigor than the United States and other countries hit by the crisis, obtaining criminal convictions has proved devilishly difficult.

Public hostility toward bankers is so strong in Iceland that “it is easier to say you are dealing drugs than to say you’re a banker,” said Thorvaldur Sigurjonsson, the former head of trading for Kaupthing, a once high-flying bank that crumbled. He has been called in for questioning by Mr. Hauksson’s office but has not been charged with any wrongdoing.

Yet, in the four years since the Icelandic Parliament passed a law ordering the appointment of an unnamed special prosecutor to investigate those blamed for the country’s spectacular meltdown in 2008, only a handful of bankers have been convicted.

Ministers in a left-leaning coalition government elected after the crash agree that the wheels of justice have ground slowly, but they call for patience, explaining that the process must follow the law, not vengeful passions.

“We are not going after people just to satisfy public anger,” said Steingrimur J. Sigfusson, Iceland’s minister of industry, a former finance minister and leader of the Left-Green Movement that is part of the governing coalition.

Hordur Torfa, a popular singer-songwriter who helped organize protests that forced the previous conservative government to resign, acknowledged that “people are getting impatient” but said they needed to accept that “this is not the French Revolution. I don’t believe in taking bankers out and hanging them or shooting them.”

Others are less patient. “The whole process is far too slow,” said Thorarinn Einarsson, a left-wing activist. “It only shows that ‘banksters’ can get away with doing whatever they want.”

Mr. Hauksson, the special prosecutor, said he was frustrated by the slow pace but thought it vital that his office scrupulously follow legal procedure. “Revenge is not something we want as our main driver in this process. Our work must be proper today and be seen as proper in the future,” he said.

Part of the difficulty in prosecuting bankers, he said, is that the law is often unclear on what constitutes a criminal offense in high finance. “Greed is not a crime,” he noted. “But the question is: where does greed lead?”

Mr. Hauksson said it was often easy to show that bankers violated their own internal rules for lending and other activities, but “as in all cases involving theft or fraud, the most difficult thing is proving intent.”

And there are the bankers themselves. Those who have been brought in for questioning often bristle at being asked to account for their actions. “They are not used to being questioned. These people are not used to finding themselves in this situation,” Mr. Hauksson said. They also hire expensive lawyers.

The special prosecutor’s office initially had only five staff members but now has more than 100 investigators, lawyers and financial experts, and it has relocated to a big new office. It has opened about 100 cases, with more than 120 people now under investigation for possible crimes relating to an Icelandic financial sector that grew so big it dwarfed the rest of the economy.

To help ease Mr. Hauksson’s task, legislators amended the law to allow investigators easy access to confidential bank information, something that previously required a court order.

Parliament also voted to put the country’s prime minister at the time of the banking debacle on trial for negligence before a special tribunal. (A proposal to try his cabinet failed.) Mr. Hauksson was not involved in the case against the former leader, Geir H. Haarde, who last year was found guilty of failing to keep ministers properly informed about the 2008 crisis but was acquitted on more serious charges that could have resulted in a prison sentence.

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