MOST NOTEWORTHY: NCR Corp, Medivation and Teva Pharma were today's noteworthy upgrades:

• Baird upgraded NCR Corp (NYSE: NCR) to Outperform from Neutral following its North American ATM managers survey that indicates a solid ATM environment and opportunity for margin improvement.
  
• Rodman & Renshaw upgraded Medivation (NASDAQ: MDVN) to Outperform from Market Perform citing valuation of the firm's pipeline given recent catalyst of positive Phase II results in Huntington's disease with lead candidate, Dimebon.
  
• Goldman added Teva Pharma (NASDAQ: TEVA) to its Conviction Buy List citing valuation, upcoming catalysts, and defensive characteristics.

OTHER UPGRADES:

• Marsh & McLennan (NYSE: MMC) was raised to Buy from Hold at Citigroup.
  
• RBC lifted Bankrate (NASDAQ: RATE) to Outperform from Sector Perform.
  
• Alcatel-Lucent (NYSE: ALU) was upgraded at WestLB to Hold from Sell.

Citigroup upgraded Marsh & McClennan (NYSE:MMC) to "buy" from "hold" according to Briefing.com. The news service also reports that Baird upgraded NCR (NYSE:NCR) to "outperform" from "neutral."

Macrovision Solutions (NASDAQ:MVSN) was started as a "buy" at Kaufman Brothers, according to the AP.

Bankrate (NASDAQ:RATE) Cut to Hold from Buy at Collins Stewart, according to StreetInsider.

Willis Group Holdings (NYSE: WSH), the third largest insurance broker, is about to become much bigger. Yes, the company has announced a $2.1 billion acquisition of Hilb Rogal & Hobbs (NYSE: HRH). The transaction is half cash and half stock. Although, Willis plans a $1 billion buyback to sop up the shares.

Based on the financials, the deal looks smart. Willis plans to realize annualized synergies of about $140 million by 2012. What's more, the transaction should be accretive to cash earnings on the close (which is expected in the Q4).

More importantly, Willis is likely to boost its growth. After all, there will be a doubling of North American revenues. There will also be a stronger footprint in New York, Boston, New Jersey, California, Florida, Philadelphia and Illinois. In other words, expect more pressure on McLennan Cos. (NYSE: MMC) and Aon (NYSE: AOC).

Something else: HRH will add expertise in key areas like personal lines, healthcare, environmental and executive risk.

No doubt, Willis is engaging in a transformative acquisition. The deal is the biggest in the sector since Marsh & McLennan's purchase of Sedgwick Group in 1998.

There are definitely some big risks for Willis.

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 MergerBook.com.

MOST NOTEWORTHY: PFF Bancorp, Ericsson and TAL International Group were today's noteworthy upgrades:

• B. Riley upgraded shares of PFF Bancorp (NYSE: PFB) to Neutral from Sell on valuation with the stock trading at 11% of the last reported tangible book value of $14.37 at December 31, 2007.
  
• RBC Capital believes Ericsson (NASDAQ: ERIC) will benefit from network builds in North America and Asia. Shares were raised to Outperform from Sector Perform.
• Baird upgraded TAL International Group (NYSE: TAL) to Outperform from Neutral based on solid container leasing demand, rising container costs, and more constrained capital conditions.

OTHER UPGRADES:

• Deutsche Bank upgraded Telecom Italia (NYSE: TI) to Buy from Hold.
  
• JP Morgan upgraded Dollar Tree (NASDAQ: DLTR) to Neutral from Underweight.
  
• Goldman raised Marsh & McLennan (NYSE: MMC) to Neutral from Sell.

Monday, May 5

• Happy Cinco de Mayo!
• Day one of the two-day FDA Anesthetic/Life Support Drugs & Drug Safety/Risk Management Advisory Committees meeting: Purdue Pharma's NDA for Oxycontin.
  
• Anadarko Petroleum (NYSE:APC) to report Q1 earnings; conference call Tuesday at 10:00am.

Tuesday, May 6

• Day two of the two-day FDA Anesthetic/Life Support Drugs & Drug Safety/Risk Mgmt Advisory Committees meeting: Cephalon's (NASDAQ:CEPH) sNDA for Fentora.
• Molson Coors (NYSE:TAP) to report Q1 earnings; conference call at 12:00pm.
• Walt Disney Company (NYSE:DIS) to report Q2 earnings; conference call at 4:30pm.

Wednesday, May 7

• Marsh & McLennan (NYSE:MMC) to report Q1 earnings; conference call at 8:30am.
• Transocean (NYSE:RIG) to report Q1 earnings; conference call at 10:00am.
• Hot Topic (NASDAQ:HOTT) and Zumiez (NASDAQ:ZUMZ) to report April sales at 4:00pm.

Thursday, May 8

• Wal-Mart (NYSE:WMT) to report April sales at 8:00am. Abercrombie & Fitch (NYSE:ANF) to report sales at 8:15am. Target (NYSE:TGT) to report sales at 8:30am.
  
• NVidia (NADAQ:NVDA) to report Q1 earnings; conference call at 5:00pm.

Friday, May 9

• PDUFA date for Adolor Corp (NYSE:ADLR) and GlaxoSmithKline's (NYSE:GSK) Entereg for management of Post-operative Ileus.
• American International Group (NYSE:AIG) to report Q1 earnings; conference call at 8:30am.
• Sotheby's (NYSE:BID) to report Q1 earnings; conference call at 9:00am.

MOST NOTEWORTHY: PetSmart, Marsh & McLennan and Pinnacle Airlines were today's noteworthy upgrades:

• Banc of America upgraded PetSmart (NASDAQ:PETM) to Buy from Neutral on valuation, as they believe the market is overly negative on the company's cyclicality.
  
• Keefe Bruyette upgraded shares of Marsh & McLennan (NYSE:MMC) to Outperform from Market Perform on increased confidence management will be able to improve margins.
  
• JP Morgan upgraded Pinnacle Airlines (NASDAQ:PNCL) to Overweight from Underweight citing the company's FCF and contract certainty.

OTHER UPGRADES:

• Hasbro (NYSE:HAS) was upgraded to Buy from Hold at Needham.
  
• Calyon raised Airtran Holdings (AAI) to Add from Neutral.
  
• Liberty Entertainment (LMDIA) was raised at Merrill to Buy from Neutral.

An op-ed in today's Wall Street Journal wonders (subscription required) whether Eliot Spitzer's high-profile demands for change at AIG (NYSE: AIG) and Marsh & McLennan (NYSE: MMC) did more harm than good:

"In both cases, Mr. Spitzer issued ultimatums to the company boards that they had to replace their CEOs, or else he'd indict the company," the paper says. "Both companies have struggled ever since."

Before we get on Spitzer too hard, it's worth noting that almost all companies see their stock prices go down following the announcement of investigations and charges. News items like this generally reflect serious problems at the company -- and mark the first time investors become aware of certain issues that the company hadn't previously disclosed. If regulators worried about driving down share prices by launching investigations, they wouldn't be able to launch any investigations! Ultimately, investors are protected by zealous enforcement of the law.

However the notion of an Attorney General essentially installing at executives at public companies is frightening one and hopefully the failure of Mr. Cherkasky -- his resignation as CEO prompted a 5% run-up in the stock -- will put an end to experiments like this one for a long time to come.

Ideally institutional shareholders would lobby for strong upper management replacements in the face of scandal.

Here are a few highlights of this past week's earnings coverage from BloggingStocks:

• Abercrombie & Fitch Co. (NYSE: ANF) beat estimates on strong sales and higher profit margins.
• Baidu.com Inc. (NASDAQ: BIDU) profit soared on strong revenue from online marketing.
• Coca-Cola Co. (NYSE: KO) earnings and revenue surged in the fourth quarer.
• Dean Foods Co. (NYSE: DF) missed expectations on rising commodity costs and lower profit margins.
• Deere & Co. (NYSE: DE) posted better-than-expected profits as rising grain prices spurred demand.
• Goodyear Tire & Rubber Co. (NYSE: GT) posted solid results on cost savings and debt reduction.
• Insight Enterprises Inc. (NASDAQ: NSIT) beat expectations and raised its guidance.
• LECG (NASDAQ: XPRT) posted a net loss despite a slight increase in revenue in the fourth quarter.
• Loews Corp. (NYSE: LTR) missed estimates due to profit decline in its CNA Financial (NYSE: CNA) affiliate.
• Marsh & McLennan Inc. (NYSE: MMC) missed estimates on weakness in its insurance services business.
• Playboy Enterprises Inc. (NYSE: PLA) posted disappointing results on weakness in publishing and TV.
• Qwest Communications International Inc. (NYSE: Q) fourth-quarter and full-year results met estimates.
• Sierra Wireless Inc. (NASDAQ: SWIR) beat esimates on the launch of new product s.
• Taser International Inc. (NASDAQ: TASR) profits doubled, which was in line with expectations.
• Visteon Corp. (NYSE: VC) posted a fourth-quarter loss on restructuring costs and write-downs.
• Waste Management Inc. (NYSE: WMI) beat espectations and offered 2008 guidance.
• Wyndham Worldwide Corp. (NYSE: WYN) earnings met expectations and were buoyed by lodging revenue.
• Zoltek Companies Inc. (NASDAQ: ZOLT) missed earnings estimates due to inventory buildup.

Upcoming results to watch for include Wal-Mart (NYSE: WMT), Hewlett-Packard (NYSE: HPQ), OfficeMax (NYSE: OMX), Whole Foods (NASDAQ: WFMI), MGM Mirage (NYSE: MGM), JCPenney (NYSE: JCP), and Safeway (NYSE: SWY).

Visit AOL Money & Finance for more earnings coverage.

Shares of insurance broker Marsh & McLennan Inc. (NYSE: MMC) are trading slightly higher this morning, despite missing earnings estimates and posting a 62% decline in its fourth-quarter profit.

The company said its profit dropped to $85 million, or 16 cents per share during the fourth quarter, hurt by weak earnings results from its risk and insurance services business. These numbers are down from $226 million, or 40 cents per share, in the same period a year ago.

Included in the company's earnings numbers were discontinued operations and one-time costs. Excluding that, Marsh & McLennan posted earnings of 26 cents a share. Analysts, on average, expected the company to show earnings of 31 cents per share, according to Thomson Financial.

TheStreet.com's Jim Cramer says AIG's Sullivan joins the "formers" at Citi and Marsh & McLennan as Eliot Spitzer's appointee failures.

Three strikes, and Spitzer's guys should all be out.

That's my thoughts about this Martin Sullivan/AIG (NYSE: AIG) (Cramer's Take) scandal. Remember that Sullivan was basically appointed to run AIG by Eliot Spitzer after he kicked out Hank Greenberg for a laundry list of bad deeds. Just like Chuck Prince was appointed to run Citigroup (NYSE: C) (Cramer's Take) when Spitzer booted Sandy Weill, and Mike Cherkasky was appointed to run Marsh & McLennan (NYSE: MMC) (Cramer's Take) when Spitzer axed Jeffrey Greenberg.

All three men were brought in to clean up the mess. Both Prince and Cherkasky were lawyers who were way over their heads as operators.

Prince presided over the destruction of a great American bank -- although it was kind of a re-destruction in light of how bad it was in 1990 -- when he allowed billions in off-balance-sheet borrowings that he simply did not understand.

As the leveraged buyout market (LBO) tightens amid the backdrop of more expensive debt, deal makers are looking to ride new investment vehicles to make their minions money.

We've seen a surge in popularity in what's called a "Special Purpose Acquisition Company," or SPAC. Bloomberg had a good article this morning on advent of the SPAC and what's happening in the industry as a whole. These companies, also called blank-check companies, are IPO'd after raising their funds. Once public, the founding management team needs to make an acquisition in a given time-frame. Shareholders decide on an individual basis whether they like the deal or not. If they like it, great. If not, they tender their shares and receive their money back.

Essentially, it's a hedged bet on management that their industry expertise will lead to a smart acquisition.

Bloomberg says that since the start of 2003, 144 blank-check companies have sold shares, raising $18.1 billion, with 13 of the deals coming before 2005, according to SPAC Analytics.

MAJOR PAPERS:

• According to the Wall Street Journal's "Heard on the Street," long-running drama at Marsh & McLennan (NYSE:MMC) may finally conclude if the company is able to figure out how to run its core insurance brokerage business more profitably.

OTHER PAPERS:

• Transocean (NYSE:RIG) has already secured contracts to 2010. Kurt Hallead of RBC Capital Markets says RIG, now at $146.08, is undervalued based on its historical P/E ratio of 18, BusinessWeek reported.
  
• BusinessWeek also reported that shares of Nintendo (NTDOY) ended 2007 up 125%, due mainly to the interest in and success of its Wii game console, and analysts still see a long way in the continuing success of the console for the company.

WEBSITES:

• Mobile Today reported, citing sources, that most O2 stores are believed to have missed their iPhone targets by "some distance," with the typical sized store selling just one of the Apple (NASDAQ:AAPL) devices per week.

Adobe Systems Inc. (NASDAQ: ADBE) -- option prices bid up as expected into EPS & guidance.

• ADBE is scheduled to report on EPS of 40 cents after the close tonight, according to Thomson First Call.
  
• ADBE is recently down 20 cents to $43.21.
  
• Soleil says: "We believe ADBE is widely expected to outperform analyst estimates, driven by the first full quarter of the new Creative Suite product line."
  
• ADBE September 42.5 straddle is priced at $2.70 according to Track Data, suggesting larger near term price fluctuations.

Marsh & McLennan Companies (NYSE: MMC) -- the risk, reinsurance and insurance company is recently trading at $25.40 in pre-open trading, below its close of $26.10.

• MMC announced Brian Storms has resigned from his MMC insurance brokering CEO post immediately. MMC's President & CEO, Michael Cherkasky will serve as acting CEO of MMC insurance.
  
• Goldman Sachs says: "We view this departure as a negative for the company. Over the past two years, Mr. Storms oversaw the rebuilding of MMC franchise following the Spitzer investigation into bid rigging and contingent commissions." Smith Barney lowered its rating to Hold from Buy according to Dow Jones.
  
• MMC overall option implied volatility of 29 is near its 26-week average of 28 according to Track Data, suggesting non-directional risk.

Daily options Update is provided by Stock Specialist Paul Foster of theflyonthewall.com.

Stock futures are higher in early morning indicating to a similar start for stocks as two Dow components are in the news.

The economic calendar is lean today with the December trade balance due before the open. Economists, on average, predict the gap to increase to $59.5, setting a new annual deficit record.

After dropping more than $2 a barrel yesterday, oil prices continued to decline today, trading at the high $57.

Overseas, consumer prices in the U.K. rose 2.7% in January compared with a year earlier, well above the official 2% target. Meanwhile, economic growth in Europe continues to be robust, especially in some countries. Not surprising, the dollar was weaker against the euro and the yen.

In corporate news:

The biggest news this hour involving a takeover rumor of a Dow component is regarding Alcoa Inc. (NYSE:AA). Alcoa shares climbed nearly 9% in Frankfurt and are up 8.25% in pre-market trading. According to the Times of London, reported that both BHP Billiton Ltd. BHP and Rio Tinto Ltd. have drawn up separate plans for a $40 billion takeover of Alcoa. But a source claims BHP is not currently working on a bid for Alcoa.

Another Dow component, 3M Co.'s (NYSE:MMM) board approved a $7 billion two-year share buyback and raised its quarterly dividend by 4.3% to 48 cents per share. MMM shares are up 1% in pre-market trading. 3M was upgraded by Soleil to Buy from Hold.

Yesterday, Time Warner Inc. (NYSE:TWX) finalized an agreement to sell the Atlanta Braves to Liberty Media Corp. (NASDAQ:LCAPA). The deal values the team at $450 million.

Yum Brands Inc. (NYSE:YUM) reported a total quarterly net income of $232 million, or 83 cents per share on revenue of $3.01 billion. Analysts polled by Thomson Financial expected a profit of 79 cents per share on revenue of $2.9 billion.

Johnson & Johnson (NYSE:JNJ) disclosed that some of the company's subsidiaries outside the U.S. may have made improper payments in connection with the sale of medical devices in two small-market countries.

Pier 1 Imports Inc. (NYSE:PIR) filed a suit against TJX Cos. Inc. (NYSE:TJX) after the latter threatened with a lawsuit over the employment of Pier 1's new President and Chief Executive Alex Smith.

Applied Materials Inc. (NASDAQ:AMAT), Nvidia Corp. (NASDAQ:NVDA), Marsh & McLennan Cos. (NYSE:MMC) Teva Pharmaceutical Industries Ltd. (NASDAQ:TEVA) and Whole Foods Market Inc. (NASDAQ:WFMI) are due to report earnings today.

Stock futures are higher in early morning, pointing to a similar start for the stock markets, a day after Fed comments about inflation being under control gave stocks a lift, Google posted good results and Dell announced Michael Dell would become CEO of the company once again.

Economic data released today includes reports of January auto and track sales from automakers. Ford Motor Co. (NYSE:F) said yesterday it expects a 20% decline in sales for the first month of 2007. General Motors Corp. (NYSE:GM) said it expects a 39% drop. Edmunds.com released its own January sales estimates a few days ago, predicting U.S. manufacturers would decline vis-a-vis Asian makers.

At 8:30 a.m., before the open, December personal income and spending, PCE core inflation will be released as well as the weekly initial jobless claims figure. At 10:00 a.m., the January ISM index is due.

In corporate news, no doubt many eyes would turn to Dell Inc. (NASDAQ:DELL) . The company announced management change yesterday after the close, with Kevin Rollins leaving the CEO position and Michael Dell returning to it. Here are BloggingStocks writers take. Dell was already upgraded by JP Morgan from Underweight to Neutral. DELL shares are gaining 6% in pre-market trading.

Google Inc. (NASDAQ:GOOG) reported fourth quarter financial results after the close yesterday. Google said that profit nearly tripled, while sales rose 67%. While results beat expectations, GOOG shares are down 1.3% in pre-market trading as investors seemed to have wanted more and are concerned about rising expenses. Stifel Nicolaus, rates GOOG a buy, changed its target price for GOOG shares form $554 to $585. Prudential, which has a Buy on GOOG, also upped the target price from $575 to $600.

This morning, Exxon Mobil Corp. (NYSE:XOM) will report financial results before the market opens. Analysts are expecting $1.51 earnings per share. BloggingStocks earnings preview.

Other companies reporting today include:

Marsh & McLennan Companies Inc. (NYSE:MMC) announced it would sell Putnam Investments to Great-West Lifeco Inc. for $3.9 billion. Analysts had expected Marsh & McLennan to sell Putnam for between $3 billion to $6 billion, with most estimates in the $4 billion to $4.5 billion range.