"The urge to merge is growing among global corporations. Near-record cash holdings, improved stock markets and increased regulations (which often drive consolidation) should fuel an increase in deal activity," says dividend expert Chuck Carlson.

Th editor of The DRIP Investor explains, "While I don't recommend stocks simply because they represent attractive takeover stocks, takeover appeal is an added kicker. Three such targets are Cabot Corp. (CBT), Molex (MOLX) and Hess Corp. (HES).

Analyst upgrades:

• RBC Capital believes software stock fundamentals have bottomed and that the next several quarters should see reduced earnings risk, easier comps, stimulus spending benefits, and lower FX headwinds. The firm upgraded Microsoft (NASDAQ: MSFT), Taleo (NASDAQ: TLEO), Digital River (NASDAQ: DRIV) and Symantec (NASDAQ: SYMC) to Outperform from Sector Perform.
  
• Rodman & Renshaw upgraded Provectus (OTC: PVCT) to Outperform from Market Perform. The firm has increased conviction in the success of the company's ongoing trial of PV-10 in melanoma.
  
• Citigroup upgraded shares of American Express (NYSE: AXP) to Hold from Sell as it believes the risk/reward is balanced at current levels and that there are signs of potential credit market stabilization. The firm raised its price target on shares to $16 from $9.
• Brinker (NYSE: EAT) was upgraded to Outperform from Market Perform at Wachovia.
  
• PG&E (NYSE: PCG) was raised to Outperform from Neutral at Credit Suisse.
  
• Federal-Mogul (NASDAQ: FDML) was lifted to Conviction Buy from Buy at Goldman.

Analyst upgrades:

• Citigroup upgraded Expedia (NASDAQ: EXPE) to Buy from Hold as they believe the company's fee elimination coupled with 2009 industry trends could lead to market share gains and that the valuation is compelling at current levels. Citigroup raised its price target to $14 from $9 on EXPE shares.
  
• Credit Suisse upgraded Lukoil (OTC: LUKOY) to Outperform from Neutral as it believes lower taxes and the ruble's decline will increase profitability.
  
• Soleil upgraded Jo Ann Stores (NYSE: JAS) to Buy from Hold as it believes the company's sales results in the first half of 2009 could top expectations. The firm raised its target price to $20 from $16.
• Johnson & Johnson (NYSE: JNJ) was upgraded to Buy from Neutral at UBS.
  
• Bayer AG (OTC: BAYRY) was lifted to Buy from Neutral at Banc of America/Merrill.
  
• ManTech (NASDAQ: MANT) was raised at Wachovia to Outperform from Market Perform.

Analyst upgrades:

• Merriman upgraded shares of Netezza (NYSE: NZ) to Buy from Neutral following the company's solid Q2 results as they believe it is well-positioned for strong operating results heading into 2H09.
  
• JP Morgan raised Cabot (NYS: CBT) to Overweight from Neutral. The firm expects 2009 to be a better year given lower raw material costs and higher contract prices.
  
• JP Morgan also upgraded Royal Ahold (OTC: AHONY) to Overweight from Neutral on valuation.
  
• Liberty International (OTC: LBYIY) was upgraded to Hold from Sell at Deutsche Bank.
  
• BMO Capital upgraded Royal Bank (NYSE: RY) to Market Perform from Underperform and Bank of Montreal (NYSE: BMO) to Outperform from Market Perform.

Analyst downgrades:

• Jefferies downgraded shares of Constellation Energy (NYSE: CEG) to Underperform on Hold on concerns the company will come under increasing pressure to issue equity. The firm lowered its target to $60 from $71.
• Thomas Weisel downgraded Williams-Sonoma (NYSE: WSM) to Market Weight from Overweight citing continued macro pressures.
  
• Wachovia has concerns that Kayne Anderson's (NYSE: KED) book value will be pressured by its investment in ProPetro Services, trading losses associated with SemGroup, and negative developments at Quest Midstream. The firm cut shares of Kayne to Market Perform from Outperform.
• Energy Conversion (NASDAQ: ENER) was downgraded to Neutral from Buy at Piper.
  
• Deutsche Bank cut International Paper (NYSE: IP) and Domtar (NYSE: UFS) to Hold from Buy.
  
• H&E Equipment (NASDAQ: HEES) was lowered at Credit Suisse to Neutral from Outperform.

Analyst initiations:

• Morgan Stanley yesterday initiated Elan Corp (NYSE: ELN) with an Overweight rating. The firm sees a low-probability of a Tysabri withdrawal.
  
• ThinkPanmure views On Semiconductor (NASDAQ: ONNN) as a nice turnaround story with opportunities for shares gains in notebooks and consumer gaming platforms. Shares were initiated with a Buy rating and $14 target.
• Petrohawk Energy (NYSE: HK) was assumed with an Outperform rating at Morgan Keegan.
  
• Regency Energy (NASDAQ: RGNC) was initiated at Merrill Lynch with a Neutral rating.

MOST NOTEWORTHY: Shire Plc (SHPGY), Cablevision Systems Corp (CVC), Yahoo! (YHOO), Ensco International (ESV) and Clear Channel Outdoor Holdings (CCO) were today's noteworthy downgrades:

• JP Morgan downgraded shares of Shire Plc (NASDAQ: SHPGY) to Neutral from Overweight to reflect risk of Adderall XR patients switching to Vyvanse.

• Deutsche Bank cut Cablevision (NYSE: CVC) to Hold from Buy, saying shares reflect a likely higher bid from the Dolan family.

• ThinkEquity downgraded shares of Yahoo! (NASDAQ: YHOO) to Accumulate from Buy following checks that indicate marginal Panama upside, poor execution in premium display and an incomplete/vulnerable non-premium display strategy.

• Credit Suisse cut Ensco International (NYSE: ESV) to Underperform from Neutral on valuation.

• SMH Capital downgraded Clear Channel Outdoors (NYSE: CCO) to Sell from Neutral and recommended investors to swap into Lamar Advertising Co (NASDAQ: LAMR), based on the company's higher-quality name in the outdoor advertising sub-space...

OTHER DOWNGRADES:

• Baidu.com (NASDAQ: BIDU) was cut to Hold from Buy at Citigroup.

• Brinker International (NYSE: EAT) was downgraded to Underweight from Equal Weight at Morgan Stanley.

• Hilliard Lyons downgraded Nike Inc (NYSE: NKE) to Neutral from Long-Term Buy.

• Buckingham cut Ashland Inc (NYSE: ASH) and Cabot Corp (NYSE: CBT) to Neutral from Accumulate.

Analyst summaries provided by TheFlyOnTheWall.com (subscription required).