Analyst upgrades:

• FBR Capital upgraded Overseas Shipholding (NYSE: OSG) to Outperform from Market Perform following the Q3 results as it believes the worst quarters are behind the company. The firm raised its target on shares to $48 from $35.
• Deutsche Bank upgraded Corporate Executive Board (NASDAQ: EXBD) to Hold from Sell following the Q3 results to reflect the company's lower costs. The firm raised its target on shares to $22 from $18.
• RBC Capital upgraded Enbridge (NYSE: EEQ) to Sector Perform from Underperform after the company's partnership produced significantly higher than expected DCF. In addition, the firm raised its price target by $5 per unit to $46 to reflect an improved distribution schedule and more favorable debt leverage.
• Royal Dutch Shell (NYSE: RDS.A) was upgraded to Neutral from Underperform at Credit Suisse.
• BioForm Medical (NASDAQ: BFRM) was upgraded to Overweight from Neutral at Piper Jaffray.
• Alliance Data Systems (NYSE: ADS) was upgraded to Buy from Neutral at SunTrust.

Modest goals don't seem to be on the agenda for Facebook. Sheryl Sandberg, the company's chief operating officer, is shooting for Google (NASDAQ: GOOG). The social networking company seeks its ad market as rivaling (or even surpassing) Google's search ad market in size. Facebook says it's on target to bring in $500 million in revenue this year (Sandberg didn't confirm it, though).

With its 300 million users, Sandberg has been trying to convince the world that her company has a solid business model in place. The perception that eyeballs don't necessarily equal dollars, born of the internet boom a decade ago, isn't necessarily true any more, as demonstrated by Google's ability to monetize search (and hit record profits) has demonstrated. For the third quarter of 2009, the search engine giant raked in net revenue of $4.38 billion.

Analyst upgrades:

• Kaufman Bros. upgraded American Superconductor (NASDAQ: AMSC) to Buy from Hold as it believes the follow-on contract from Sinovel has positive implications. The firm has a $36 price target on shares.
• Goldman upgraded Nike (NYSE: NKE) to Buy from Neutral citing valuation, visible long-term growth, and signs of sales stabilization. The firm has a $75 target on shares.
• Deutsche Bank upgraded Huntington Bancshares (NASDAQ: HBAN) to Buy from Hold on valuation following the recent underperformance. The firm raised its target on shares to $5.50 from $4.
• Novartis (NYSE: NVS) was upgraded to Buy from Hold at Citigroup.
• eHealth (NASDAQ: EHTH) was upgraded to Buy from Accumulate at ThinkEquity.
• China Precision Steel (NASDAQ: CPSL) was upgraded to Hold from Sell at Roth Capital.

Analyst Upgrades

• Citigroup upgraded Deutsche Bank (NYSE: DB) to Hold from Sell citing reduced legacy risks and strength in the fixed income franchise.
• Janney Montgomery upgraded Fuel Systems (NASDAQ: FSYS) to Buy from Neutral based on valuation, the OEM market in Europe for alternative transportation is growing faster than expected, and the $30M equity raise was smaller than expected.
• Freeport McMoRan (NYSE: FCX) was upgraded to Outperform from Market Perform by FBR Capital. The firm believes that the company will benefit from copper supply issues over the long term, and it thinks the stock has reached an attractive entry point.
• Black & Decker (NYSE: BDK) was upgraded to Neutral from Underperform at Credit Suisse.
• American Tower (NYSE: AMT) was raised to Overweight from Neutral at JPMorgan.
• EMC Corp. (NYSE: EMC) was upgraded at Barclays to Overweight from Equal Weight.

This post is part of our Ads Gone Bad series. Share your thoughts and memories of this ad in the comments, and be sure to check out our other posts on marketing gone wrong.

I have watched this controversial advertisement for the Public Storage Co. over and over and I take no offense. Spike has portrayed it as the most anti-Semitic "worst ever" commercial, but I do not see it that way. Given my father is a survivor of the Holocaust (Warsaw Ghetto and all) and I have grown up with many accounts of murderous atrocities and learned of, and experienced, many more anti-Semitic accounts, I think Spike is way off base with this one.

This post is part of our Ads Gone Bad series. Share your thoughts and memories of this ad in the comments, and be sure to check out our other posts on marketing gone wrong.

In 2005, CKE Restaurants Inc. (NYSE: CKR) outraged both social conservatives and lovers of music at the same time when its Carl's Jr. chain hired Paris Hilton to shill its new Spicy Burger. It set a new standard of tastelessness that will be difficult to equal.

Conservatives -- most Americans actually -- find the fact that Paris Hilton is famous at all to be a offensive. Her main claim to fame comes from her appearance in a now-infamous sex tape. The appeal of her one-time hit show The Simple Life eluded me, but hey, I was not the target demographic. I am a 40-year-old married guy so I can't speak to her numerous other enterprises, such as the perfume Heiress. Her single "Stars Are Blind" was not as awful as I thought it would be, but maybe I have gone tone deaf listening to too many Elmo songs. Parents of toddlers will understand.

Analyst upgrades:

• Oppenheimer upgraded shares of Shanda Interactive (NASDAQ: SNDA) to Outperform from Perform following the company's better-than-expected quarter to reflect its growth acceleration in the casual games platform and margin improvements.
  
• SAIC (NYSE: SAI) was upgraded to Outperform from Market Perform following the solid Q2 report and guidance.
  
• Susquehanna upgraded Zumiez (NASDAQ: ZUMZ) to Positive from Neutral citing positive August comps, revised merchandising, easier comps, and solid financial position.
• Goldman Sachs upgraded Pharm Product Development (NASDAQ: PPDI) and Steel Dynamics (NASDAQ: STLD) to Buy from Neutral.
  
• Novellus (NASDAQ: NVLS) was raised to Overweight from Equal Weight at Morgan Stanley.

Analyst downgrades:

• Morgan Stanley downgraded the Semiconductor Capital Equipment sector to In-Line from Attractive citing optimistic expectations for Q4 orders following the recent bounce in stocks. The firm downgraded Lam Research (NASDAQ: LRCX) to Underweight from Overweight and KLA-Tencor (NASDAQ: KLAC) KLAC to Equal Weight from Overweight.

On Tuesday, the Securities and Exchange Commission threw a brushback pitch at those who are betting on the further collapse of our big financial institutions. Instead of suggesting better oversight of the companies, the SEC is going after short sellers.

For 30 days starting Monday, short-selling will be restricted on 19 financial companies. Financial regulators are also cracking down on "sensational rumors." To put the short-selling rule in perspective, consider that even when the market re-opened after the September 11th attacks, the SEC considered, but didn't implement, short sale restrictions.

Since Bear Steans collapsed and Vanity Fair bought the company's story that short-sellers did them in, everyone is worried that short sellers are bringing the market down. And I'm sure they are, but short-selling, after all, is legal. The SEC just loosened rules on it last year.

Yesterday, SEC chair Steven Cox testified that he's worried about short-selling in connection with spreading false rumors to manipulate the market. OK, that's not legal, but as Cox pointed out, the SEC brought its first case -- EVER -- for this sort of deception this year. And it still hasn't gone after anyone for spreading false positive rumors about a company.

FT.com reports that spreading a false rumor and selling short ahead of that rumor can get you into trouble. Paul Berliner is one such short-seller charged with spreading false stories about the Blackstone Group (NYSE: BX)'s acquisition of Alliance Data Systems (NYSE: ADS) while selling ADS shares short. If the SEC is serious, this could lead to other indictments since this practice appears rampant.

In this case, the SEC had evidence. On November 29 Berliner sent instant messages to traders at brokerage firms and hedge funds suggesting that Blackstone's deal to acquire ADS for $81.75 was being renegotiated at $70 a share. The rumor was picked up by the media and caused ADS's shares to fall 17%. Berliner agreed to settle the charges to disgorge $26,129 in profits, pay a $130,000 fine, and is banned from working for any broker or dealer.

As I posted last month, I received reports that hedge funds went a step further than Berliner. In that case, hedge funds may have caused the collapse of The Bear Stearns Companies (NYSE: BSC) and profited from its fall. A hedge fund manager in that post said: "Bear's collapse didn't surprise me. We've been short Bear for five days. All the hedge funds have been pulling their prime brokerage business from Bear."

If that hedge fund manager was telling the truth, does that make what he did legal?

Peter Cohan is President of Peter S. Cohan & Associates. He also teaches management at Babson College and edits The Cohan Letter. He has no financial interest in the securities mentioned.

MOST NOTEWORTHY: National City, Syntax Brillian and Medco Health were today's noteworthy upgrades:

• Deutsche Bank upgraded shares of National City (NYSE: NCC) to Buy from Sell on valuation as they believe their $9.00 target is in-line with the company's franchise value.
  
• Baird upgraded Syntax Brillian (NASDAQ: BRLC) to Outperform from Neutral based on recently announced strategic initiatives and valuation.
  
• Jefferies upgraded shares of Medco Health (NYSE: MHS) to Buy from Hold as they believe the company's renewed PBM contract with United Healthcare (NYSE: UNH) removes a major overhang.

OTHER UPGRADES:

• Friedman Billings raised Downey Financial (NYSE: DSL) to Market Perform from Underperform.
  
• Volterra (VNASDAQ: LTR) was raised to Buy from Neutral at Piper.
  
• Alliance Data (NYSE: ADS) was raised at JP Morgan to Overweight from Neutral.

Alliance Data Systems (NYSE: ADS) seems ready to fight its buy-out dispute with Blackstone Group (NYSE: BX) all they way to the Supreme Count. But, it gave up the ghost, perhaps thinking that, even if it won the action, it would takes years and cause management distractions.

The original buy-out deal was for $6.76 billion or $81.75 a share. The stock now trades at $52.84. According to Reuters, ADS has now sued Blackstone for a much more modest "$170 million business interruption payment." The two companies had looked at compromises to keep the deal on track, but nothing works.

The news is not only a victory for Blackstone. It shows that private equity firms can walk away from many of the deals that they made in early 2006. Weak credit markets are the cause of breaking the deals because they have driven higher interest rates and an economy that could hurt profits at the businesses they planned to buy.

None of that states the core of the new reality, which is that financial buyers can take whatever promises they made and throw them out the window. No matter what they said, they can claim no obligations. It is an ethical collapse just as much as it is a financial one.

Douglas A. McIntyre is an editor at 247wallst.com.

There's been quite a bit of drama with the The Blackstone Group L.P. (NYSE: BX)'s proposed $6.4 billion buyout of Alliance Data Systems Corporation (NYSE: ADS). In fact, in January, ADS filed a lawsuit against Blackstone (but it was quickly dropped).

However, things got a little easier today (according to a piece in the Wall Street Journal, which is a paid publication). That is, the Office of the Comptroller of the Currency said it will place a cap on the liability for Blackstone if ADS's credit card segment implodes (up to $400 million). Hey, in light of the turbulence in the financial markets, this is certainly a material issue and should be a relief for Blackstone.

Of course, there are still other issues, such as the credit crunch and the slowing economy. Such things make it difficult to justify a deal for ADS.

Yet, in today's trading, ADS's shares spiked 17% to $52.22. Then again, the buyout offer is still at a hefty $81.75. In other words, the Street thinks that -- if this deal gets done -- expect a much lower price.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates DealProfiles.com.

Now that private equity is nearly dead due to lack of capital, most of the disputes between firms which tried to take public companies private are over. But, as a reminder that the boom years left some wreckage, Alliance Data (NYSE:ADS) has notified Blackstone (NYSE:BX) that it is in breach of closing a buy-out deal.

According to The Wall Street Journal "ADS said Blackstone is attempting to "run out the clock" on the deal, which has a drop-dead date of April 17." The original buy-out offer was at $81.75. Problems with the deal have taken ADS shares down to $44.

ADS has a credit-card bank and Blackstone argues that the Office of the Comptroller of Currency would put tough financial restrictions on the buy-out. The two companies have gone back and forth on whether the regulations involved are meaningful.

Blackstone may not like the government's terms for it to close the deal. But, it is just as likely that the private equity firm simply wants out because the credit environment is so bad. Blackstone's own shares have lost almost two-thirds of their value since the company's own IPO.

A suit for damages is the last thing that Blackstone needs. It is likely to take the company's shares down even further. But, Blackstone should not have started what it could not finish. It should have seen the issues facing the deal when it did its due diligence. That is why private equity people are supposed to be smarter than everyone else.

Douglas A. McIntyre is an editor at 247wallst.com.

For the private equity space, it's been a mixed bag this week. The good news is that the $17.1 billion acquisition of Harrah's Entertainment got done (the largest casino deal in history). The buyers included TPG and Apollo Global Management LP.

But there was some bad news too -- it looks like Blackstone (NYSE: BX)'s proposed buyout of Alliance Data Systems (NYSE: ADS) is on the rocks.

So, in this environment, it's understandable that Wall Street is jittery with buyout deals. Just look at the pending buyout of Clear Channel Communications (NYSE: CCU).

Over the past few months, investors were curious about the deal spread -- the difference between the acquisition offer and the market price -- of Blackstone (NYSE: BX)'s proposed buyout deal for Alliance Data Systems (NYSE: ADS). This was a tell-tale sign that the deal was in trouble.

Despite all this, there was still lots of talk that the deal would close. After all, ADS is a strong company (even if there are some issues with the economy). Besides, the merger agreement was airtight.

Well, investors failed to consider something important: regulatory hurdles. Basically, it seems that the Office of the Comptroller of Currency (OCC) wants Blackstone to be an unlimited source of financial support if there are troubles at ADS (this is perhaps based on the recent turbulence in the financial markets).

For a savvy firm like Blackstone, this was certainly a dealbreaker.

The recourse for ADS? Of course, the company may pursue litigation. However, this will be time-consuming and ugly.

Investors are making their own judgment: the stock price of ADS is down $23.87 to $41.73 in today's trading.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates DealProfiles.com.