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Twitter Counters Elon Musk’s Takeover Bid With a Poison Pill

Poison pills have been around for decades. The lawyer Martin Lipton, a founding partner of Wachtell, Lipton, Rosen & Katz, invented the maneuver, also called a shareholder rights plan, in 1982. It was a way to shore up a company’s defenses against unwanted takeovers by so-called corporate raiders like Carl Icahn and T. Boone Pickens.

They have since become a part of the corporate tool kit in America. Netflix adopted a poison pill in 2012 to stop Mr. Icahn from buying up its shares. Papa John’s used one against the pizza chain’s founder and chairman, John Schnatter, in 2018.

Investors rarely try to get around a poison pill by buying shares beyond the threshold set by the company, according to securities experts. One said it would be “financially ruinous,” even for Mr. Musk.

But Mr. Musk, who is worth more than $250 billion and is the chief executive of Tesla and SpaceX, rarely abides by precedent. He announced his intention to acquire Twitter on Thursday, making public an unsolicited bid worth more than $40 billion. In an interview at a TED conference later that day, he took issue with Twitter’s moderation policies, which govern the content shared on the platform.

Twitter is the “de facto town square,” Mr. Musk said, adding that “it’s really important that people have the reality and the perception that they are able to speak freely within the bounds of the law.” Twitter currently bans many types of content, including spam, threats of violence, the sharing of private information and coordinated disinformation campaigns.

Mr. Musk argued that taking Twitter private would allow more free speech to flow on the platform. “My strong intuitive sense is that having a public platform that is maximally trusted and broadly inclusive is extremely important to the future of civilization,” he said during the TED interview. He also insisted that the algorithm Twitter uses to rank its content, deciding what hundreds of millions of users see on the service every day, should be public for users to audit.

Mr. Musk’s concerns are shared by many executives at Twitter, who have also pressed for more transparency about its algorithms. The company has published internal research about bias in its algorithms and funded an effort to create an open, transparent standard for social media services.

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Twitter Wants to Reinvent Itself, by Merging the Old With the New

The Bluesky project would eventually allow for the creation of new curation algorithms, which would show different tweets at the top of users’ timelines than Twitter’s own algorithm. It would give users more choice about the kinds of content they saw, Mr. Dorsey said, and could allow Twitter to interoperate with other social media services.

Bluesky grabbed the attention of many technologists who were already working on decentralization. Soon small groups of them were meeting with Mr. Agrawal and Mr. Dorsey on Sundays to discuss the project, according to two participants who spoke on the condition of anonymity to discuss the private meetings, while others traded ideas in an online chat room.

Some Bluesky participants proposed a single app that piped in all their social media feeds. Others wanted custom algorithms that could, for instance, block them from seeing spoilers about their favorite TV show. And some were focused on making their online identities portable, so that an account could be moved between social media companies the way a phone number can be moved from AT&T to Verizon.

“One of the things that Bluesky would offer is curation and filtering experiences that are independent of those offered by the social media proprietorships,” said Tim Bray, an internet software pioneer and a former vice president at Amazon who participated in some of the discussions.

Jay Graber, a cryptocurrency developer, was selected in August to lead the Bluesky organization. And in February, Ms. Graber announced that the project had officially registered as a public benefit corporation and was building a prototype.

The project caught the attention of engineers at Reddit, who had preliminary discussions with Twitter engineers about how their sites might someday interoperate, two people familiar with the conversations said, but the companies have not formally agreed to any plans to work together.

Some skeptics believe Twitter is jumping on the web3 bandwagon, joining a trendy movement in tech to shift many services, including social media, to so-called blockchain technology. But executives say that Twitter is catering to what an overwhelming number of users want, while following the decentralization mandate laid out by Mr. Dorsey before he departed as C.E.O. in November.

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Jack Dorsey’s Twitter Departure Hints at Big Tech’s Restlessness

“I don’t think there’s anything more important in my lifetime to work on, and I don’t think there’s anything more enabling for people around the world,” he told the audience at a Bitcoin conference in Miami in June.

Mr. Dorsey, whose oracular beard and quirky wellness routines have made him something of a cult figure in Silicon Valley, has become a crypto influencer in recent months. Bitcoin fans cheered his resignation on Monday, assuming he’d be spending his newfound free time championing their cause. (A more likely scenario is that he’ll continue to push crypto projects at Square, where he’s already started building a decentralized finance business.)

Mr. Dorsey didn’t respond to a request for comment, so I can’t be totally sure what’s behind his exit, but it’s easy to see why he would be getting restless at Twitter after more than 15 years of involvement. He cut his teeth during the internet boom of the late 2000s and early 2010s, when being a co-founder of a hot social media app was a pretty great gig. You got invited to fancy conferences, investors showered you with money and the media heralded you as a disruptive innovator. If you were lucky, you even got invited to the White House to hang out with President Barack Obama. Social media was changing the world — Kony 2012! The Arab Spring! — and as long as your usage numbers kept moving in the right direction, life was good.

Today, running a giant social media company is — by the looks of it — pretty miserable. Sure, you’re rich and famous, but you spend your days managing a bloated bureaucracy and getting blamed for the downfall of society. Instead of disrupting and innovating, you sit in boring meetings and fly to Washington so politicians can yell at you. The cool kids no longer want to work for you — they’re busy flipping NFTs and building DeFi apps in web3 — and regulators are breathing down your neck.

In many ways, today’s crypto scene has inherited the loose, freewheeling spirit of the early social media companies. Crypto start-ups are raising tons of money, attracting huge amounts of hype and setting off on utopian-sounding missions of changing the world. The crypto universe is full of weird geniuses with unusual pedigrees and big appetites for risk, and web3 — a vision for a decentralized internet built around blockchains — contains lots of the kinds of complex technical problems that engineers love to solve. Those factors, plus the enormous sums of money flowing into crypto, have made it a tempting landing spot for burned-out tech employees looking to get back in touch with their youthful optimism — and maybe for C.E.O.s, too.

“Silicon Valley tech is the old guard, distributed crypto is the frontier,” Naval Ravikant, another crypto booster and an early Twitter investor, tweeted this month.

Square, which builds mobile payment systems, has always been the most natural outlet for Mr. Dorsey’s crypto dreams. But he has tried to incorporate some of Bitcoin’s principles into Twitter. The company added Bitcoin tipping and started a decentralization project called Bluesky last year, with the goal of creating an open protocol that would allow outside developers to build Twitter-like social networks with different rules and features from the main Twitter app. (Mr. Agrawal, who is taking over for Mr. Dorsey at Twitter, has been closely involved with these initiatives, meaning they probably won’t disappear when Mr. Dorsey does.)

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Twitter Has a New Verification Process

Twitter said Thursday that it would begin allowing users to apply for verification, giving new hope to those who have spent years coveting the blue check mark that denotes some level of social media clout.

Representatives from governments, companies and news organizations are already eligible to be verified, along with athletes, entertainers and activists. Twitter will slowly offer the application form to other users over the coming weeks so it is not deluged with requests. To be eligible, users in those categories must confirm their email addresses or phone numbers and should not have recently violated Twitter rules, a spokeswoman said.

Twitter users have clamored to be verified since the company granted its first verification in 2009 to an account belonging to the Centers for Disease Control and Prevention. The blue check mark, which is displayed on a user’s profile, is viewed as an indicator of legitimacy and influence.

But Twitter’s process for verifying accounts has been opaque. Without a clear path to verification, users have resorted to begging Twitter employees and other prominent tech figures to help them get verified.

Jane Manchun Wong, a software engineer who researches Twitter and other social media apps. (Ms. Wong does not work for Twitter and cannot verify accounts.) “I usually try to ignore them, but sometimes they begin to start spamming,” she said.

In 2017, Twitter faced criticism after verifying the account of Jason Kessler, a white supremacist who has used Twitter to organize rallies like Unite the Right’s in Charlottesville, Va., where torch-wielding protesters marched through the streets chanting racist rallying cries. Twitter said it would stop verifying accounts until it could develop a coherent process for doing so. That didn’t happen. Instead, the company continued quietly verifying accounts, although it did not allow users to proactively apply for verification.

The confusion over verification became a running joke at Twitter. In 2020, Twitter’s chief executive, Jack Dorsey, joked in an interview with Wired that users could be verified if they sent direct messages to the company’s head of product, Kayvon Beykpour.

Mr. Beykpour was not, in fact, responsible for verifying users.

Last year, Twitter finally took steps to fix the process. It published a draft verification policy and invited users to comment, before eventually opening up the application process on Thursday. Twitter said other account labels would be introduced soon, like an option for users to add their pronouns to their profiles, and that it hoped to begin verifying scientists and religious leaders later this year.

“I’m hoping it will finally get people to stop DMing me, asking me to verify them,” B Byrne, Twitter’s product lead for profiles and identity, said of the new verification process.

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Twitter’s revenue jumps 28 percent in its first post-Trump quarter.

Twitter said on Thursday that its revenue in the first quarter of the year was $1.04 billion, a 28 percent increase from the same quarter the previous year that modestly exceeded analyst expectations. Net income for the quarter was $68 million, a turnaround from an $8.4 million loss in the same quarter a year ago.

Twitter’s share price dipped about 11 percent in after-hours trading on Thursday, mostly because of the company’s note of caution. Twitter projected revenues for the second quarter between $980 million and $1.08 billion and said it was hiring employees more quickly than it had planned for the year, adding some expenses.

Twitter’s first quarter was remarkably tumultuous, even by the company’s often rollicking standards. It permanently banned its most famous user, former President Donald J. Trump, after the Jan. 6 riot on Capitol Hill, and cracked down on the postings of a number of right-wing figures.

But the controversy did not appear to have hurt Twitter’s financial performance in the quarter. The company saw a 20 percent jump in daily active users who see ads, to 199 million. It also added new advertising formats, leading to a 32 percent increase in ad revenue in the quarter.

recent investment craze focused on cryptocurrency and meme stocks, advertisers increased their spending tenfold on the promotion of investment and cryptocurrency apps, the company said.

A year ago, Twitter experienced an influx of new users as the pandemic set in and lockdowns were introduced. Its ability to continue attracting new users a year later was a sign of product improvements, like the recent product developments like audio chat and the new ability follow topics rather than people, Jack Dorsey, Twitter’s chief executive, said in a statement.

Still, Twitter cautioned investors that its daily active user numbers were unlikely to increase substantially this year when compared with the spike caused by the pandemic, and growth could be at its most sluggish in the current quarter.

Twitter’s share price dipped more than 8 percent in after-hours trading on Thursday, mostly because of the company’s note of caution.

In February, Mr. Dorsey announced ambitious plans to increase the number of Twitter’s regular users to 315 million and double its annual revenue to $7.5 billion by the end of 2023.

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Lawmakers Grill Tech C.E.O.s on Capitol Riot, Getting Few Direct Answers

WASHINGTON — Lawmakers grilled the leaders of Facebook, Google and Twitter on Thursday about the connection between online disinformation and the Jan. 6 riot at the Capitol, causing Twitter’s chief executive to publicly admit for the first time that his product had played a role in the events that left five people dead.

When a Democratic lawmaker asked the executives to answer with a “yes” or a “no” whether the platforms bore some responsibility for the misinformation that had contributed to the riot, Jack Dorsey of Twitter said “yes.” Neither Mark Zuckerberg of Facebook nor Sundar Pichai of Google would answer the question directly.

The roughly five-hour hearing before a House committee marked the first time lawmakers directly questioned the chief executives regarding social media’s role in the January riot. The tech bosses were also peppered with questions about how their companies helped spread falsehoods around Covid-19 vaccines, enable racism and hurt children’s mental health.

It was also the first time the executives had testified since President Biden’s inauguration. Tough questioning from lawmakers signaled that scrutiny of Silicon Valley’s business practices would not let up, and could even intensify, with Democrats in the White House and leading both chambers of Congress.

tweeted a single question mark with a poll that had two options: “Yes” or “No.” When asked about his tweet by a lawmaker, he said “yes” was winning.

The January riot at the Capitol has made the issue of disinformation deeply personal for lawmakers. The riot was fueled by false claims from President Donald J. Trump and others that the election had been stolen, which were rampant on social media.

Some of the participants had connections to QAnon and other online conspiracy theories. And prosecutors have said that groups involved in the riot, including the Oath Keepers and the Proud Boys, coordinated some of their actions on social media.

ban Mr. Trump and his associates after the Jan. 6 riots. The bans hardened views by conservatives that the companies are left-leaning and are inclined to squelch conservative voices.

“We’re all aware of Big Tech’s ever-increasing censorship of conservative voices and their commitment to serve the radical progressive agenda,” said Representative Bob Latta of Ohio, the ranking Republican on the panel’s technology subcommittee.

The company leaders defended their businesses, saying they had invested heavily in hiring content moderators and in technology like artificial intelligence, used to identify and fight disinformation.

Mr. Zuckerberg argued against the notion that his company had a financial incentive to juice its users’ attention by driving them toward more extreme content. He said Facebook didn’t design “algorithms in order to just kind of try to tweak and optimize and get people to spend every last minute on our service.”

He added later in the hearing that elections disinformation was spread in messaging apps, where amplification and algorithms don’t aid in spread of false content. He also blamed television and other traditional media for spreading election lies.

The companies showed fissures in their view on regulations. Facebook has vocally supported internet regulations in a major advertising blitz on television and in newspapers. In the hearing, Mr. Zuckerberg suggested specific regulatory reforms to a key legal shield, known as Section 230 of the Communications Decency Act, that has helped Facebook and other Silicon Valley internet giants thrive.

The legal shield protects companies that host and moderate third-party content, and says companies like Google and Twitter are simply intermediaries of their user-generated content. Democrats have argued that with that protection, companies aren’t motivated to remove disinformation. Republicans accuse the companies of using the shield to moderate too much and to take down content that doesn’t represent their political viewpoints.

“I believe that Section 230 would benefit from thoughtful changes to make it work better for people,” Mr. Zuckerberg said in the statement.

He proposed that liability protection for companies be conditional on their ability to fight the spread of certain types of unlawful content. He said platforms should be required to demonstrate that they have systems in place for identifying unlawful content and removing it. Reforms, he said, should be different for smaller social networks, which wouldn’t have the same resources like Facebook to meet new requirements.

Mr. Pichai and Mr. Dorsey said they supported requirements of transparency in content moderation but fell short of agreeing with Mr. Zuckerberg’s other ideas. Mr. Dorsey said that it would be very difficult to distinguish a large platform from a smaller one.

Lawmakers did not appear to be won over.

“There’s a lot of smugness among you,” said Representative Bill Johnson, a Republican of Ohio. “There’s this air of untouchable-ness in your responses to many of the tough questions that you’re being asked.”

Kate Conger and Daisuke Wakabayashi contributed reporting.

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Is a Big Tech Overhaul Just Around the Corner?

The leaders of Google, Facebook and Twitter testified on Thursday before a House committee in their first appearances on Capitol Hill since the start of the Biden administration. As expected, sparks flew.

The hearing was centered on questions of how to regulate disinformation online, although lawmakers also voiced concerns about the public-health effects of social media and the borderline-monopolistic practices of the largest tech companies.

On the subject of disinformation, Democratic legislators scolded the executives for the role their platforms played in spreading false claims about election fraud before the Capitol riot on Jan. 6. Jack Dorsey, the chief executive of Twitter, admitted that his company had been partly responsible for helping to circulate disinformation and plans for the Capitol attack. “But you also have to take into consideration the broader ecosystem,” he added. Sundar Pichai and Mark Zuckerberg, the top executives at Google and Facebook, avoided answering the question directly.

Lawmakers on both sides of the aisle returned often to the possibility of jettisoning or overhauling Section 230 of the Communications Decency Act, a federal law that for 25 years has granted immunity to tech companies for any harm caused by speech that’s hosted on their platforms.

393 million, to be precise, which is more than one per person and about 46 percent of all civilian-owned firearms in the world. As researchers at the Harvard T.H. Chan School of Public Health have put it, “more guns = more homicide” and “more guns = more suicide.”

But when it comes to understanding the causes of America’s political inertia on the issue, the lines of thought become a little more tangled. Some of them are easy to follow: There’s the line about the Senate, of course, which gives large states that favor gun regulation the same number of representatives as small states that don’t. There’s also the line about the National Rifle Association, which some gun control proponents have cast — arguably incorrectly — as the sine qua non of our national deadlock.

But there may be a psychological thread, too. Research has found that after a mass shooting, people who don’t own guns tend to identify the general availability of guns as the culprit. Gun owners, on the other hand, are more likely to blame other factors, such as popular culture or parenting.

Americans who support gun regulations also don’t prioritize the issue at the polls as much as Americans who oppose them, so gun rights advocates tend to win out. Or, in the words of Robert Gebelhoff of The Washington Post, “Gun reform doesn’t happen because Americans don’t want it enough.”

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Is there anything you think we’re missing? Anything you want to see more of? We’d love to hear from you. Email us at onpolitics@nytimes.com.

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Zuckerberg, Dorsey and Pichai testify about disinformation.

The chief executives of Google, Facebook and Twitter are testifying at the House on Thursday about how disinformation spreads across their platforms, an issue that the tech companies were scrutinized for during the presidential election and after the Jan. 6 riot at the Capitol.

The hearing, held by the House Energy and Commerce Committee, is the first time that Mark Zuckerberg of Facebook, Jack Dorsey of Twitter and Sundar Pichai of Google are appearing before Congress during the Biden administration. President Biden has indicated that he is likely to be tough on the tech industry. That position, coupled with Democratic control of Congress, has raised liberal hopes that Washington will take steps to rein in Big Tech’s power and reach over the next few years.

The hearing is also be the first opportunity since the Jan. 6 Capitol riot for lawmakers to question the three men about the role their companies played in the event. The attack has made the issue of disinformation intensely personal for the lawmakers since those who participated in the riot have been linked to online conspiracy theories like QAnon.

Before the hearing, Democrats signaled in a memo that they were interested in questioning the executives about the Jan. 6 attacks, efforts by the right to undermine the results of the 2020 election and misinformation related to the Covid-19 pandemic.

October article in The New York Post about President Biden’s son Hunter.

Lawmakers have debated whether social media platforms’ business models encourage the spread of hate and disinformation by prioritizing content that will elicit user engagement, often by emphasizing salacious or divisive posts.

Some lawmakers will push for changes to Section 230 of the Communications Decency Act, a 1996 law that shields the platforms from lawsuits over their users’ posts. Lawmakers are trying to strip the protections in cases where the companies’ algorithms amplified certain illegal content. Others believe that the spread of disinformation could be stemmed with stronger antitrust laws, since the platforms are by far the major outlets for communicating publicly online.

“By now it’s painfully clear that neither the market nor public pressure will stop social media companies from elevating disinformation and extremism, so we have no choice but to legislate, and now it’s a question of how best to do it,” said Representative Frank Pallone, the New Jersey Democrat who is chairman of the committee.

The tech executives are expected to play up their efforts to limit misinformation and redirect users to more reliable sources of information. They may also entertain the possibility of more regulation, in an effort to shape increasingly likely legislative changes rather than resist them outright.

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The Week in Business: Go Ahead, Put Off Your Taxes

Good morning and happy spring. Here’s hoping you can enjoy another Sunday spent ignoring your tax returns (or, if you’ve already done them, feeling smug about it). But first, here’s what you need to know in business and tech news for the week ahead. — Charlotte Cowles

Credit…Giacomo Bagnara

Good news for procrastinators like me, or anyone whose taxes were complicated by the pandemic: The Internal Revenue Service has extended the deadline to file taxes by one month, to May 17. The extra time will help people navigate new tax rules that took effect with the passage of the American Rescue Plan. The law made the first $10,200 of unemployment benefits tax-free for people who earned less than $150,000 last year, a significant benefit for many people whose jobs were disrupted. But if you’ve already filed, don’t worry — the I.R.S. said it would automatically send those refunds to people who qualify.

Relations between China and the Biden administration got off to a rocky start last week at the first face-to-face meeting between diplomats. The United States set a confrontational tone on the eve of the talks by imposing sanctions on 24 Chinese officials for undermining democracy in Hong Kong. In turn, China’s top diplomat accused his American counterparts of being “condescending,” among other claims. The purpose of the three-day meeting, according to President Biden’s team, was to find common ground on climate change and on controlling the pandemic, and to address U.S. concerns about Chinese trade and military encroachments. The tension does not bode well for making headway in future negotiations.

suing the Walt Disney Company for what they call “rampant gender pay discrimination” have added another accusation to their list: that Disney “maintains a strict policy of pay secrecy.” A new section of the lawsuit refers to an episode in which one female Disney employee was “disciplined for disclosing her pay to co-workers.” Pay transparency is considered an important part of closing racial and gender wage gaps, and retaliation for discussing your own salary violates California law as well as the National Labor Relations Act. Disney has denied the claims and vowed to defend itself.

Credit…Giacomo Bagnara

Walmart is jumping on the vaccine passport bandwagon, saying it will provide standardized digital vaccination credentials to anyone who gets vaccinated at one of its stores or at Sam’s Club. The retailer will develop a health passport app that people can use to verify their status at airports, schools, sports arenas and other potentially crowded places. Walmart joins an existing push by major health centers and tech companies, including Microsoft, Oracle, Salesforce and the Mayo Clinic, as well as a proposal from the European Union, which would require vaccine verification for travel in certain areas.

How Has the Pandemic Changed Your Taxes?

Nope. The so-called economic impact payments are not treated as income. In fact, they’re technically an advance on a tax credit, known as the Recovery Rebate Credit. The payments could indirectly affect what you pay in state income taxes in a handful of states, where federal tax is deductible against state taxable income, as our colleague Ann Carrns wrote. Read more.

Mostly.  Unemployment insurance is generally subject to federal as well as state income tax, though there are exceptions (Nine states don’t impose their own income taxes, and another six exempt unemployment payments from taxation, according to the Tax Foundation). But you won’t owe so-called payroll taxes, which pay for Social Security and Medicare. The new relief bill will make the first $10,200 of benefits tax-free if your income is less than $150,000. This applies to 2020 only. (If you’ve already filed your taxes, watch for I.R.S. guidance.) Unlike paychecks from an employer, taxes for unemployment aren’t automatically withheld. Recipients must opt in — and even when they do, federal taxes are withheld only at a flat rate of 10 percent of benefits. While the new tax break will provide a cushion, some people could still owe the I.R.S. or certain states money. Read more.

Probably not, unless you’re self-employed, an independent contractor or a gig worker. The tax law overhaul of late 2019 eliminated the home office deduction for employees from 2018 through 2025. “Employees who receive a paycheck or a W-2 exclusively from an employer are not eligible for the deduction, even if they are currently working from home,” the I.R.S. said. Read more.

Self-employed people can take paid caregiving leave if their child’s school is closed or their usual child care provider is unavailable because of the outbreak. This works similarly to the smaller sick leave credit — 67 percent of average daily earnings (for either 2020 or 2019), up to $200 a day. But the caregiving leave can be taken for 50 days. Read more.

Yes. This year, you can deduct up to $300 for charitable contributions, even if you use the standard deduction. Previously, only people who itemized could claim these deductions. Donations must be made in cash (for these purposes, this includes check, credit card or debit card), and can’t include securities, household items or other property. For 2021, the deduction limit will double to $600 for joint filers. Rules for itemizers became more generous as well. The limit on charitable donations has been suspended, so individuals can contribute up to 100 percent of their adjusted gross income, up from 60 percent. But these donations must be made to public charities in cash; the old rules apply to contributions made to donor-advised funds, for example. Both provisions are available through 2021. Read more.

Chief executives from Facebook, Google and Twitter will be grilled in Congress this Thursday, this time over their failure to crack down on the spread of misinformation. Tech executives were last summoned by lawmakers in November 2020, when Mark Zuckerberg of Facebook and Jack Dorsey of Twitter faced a firestorm of questioning about content moderation, mostly regarding their attempts to prevent a wave of falsehoods about the presidential election. This time, they will be asked about coronavirus vaccine misinformation and about the election fraud conspiracy theories that continue to spread on their platforms.

The two biggest names in economic policy — the Federal Reserve chair, Jerome Powell, and Treasury Secretary Janet Yellen — will make their first joint appearance this week when they testify before the House Financial Services Committee on the progress of pandemic relief efforts. The hearing comes one week after the Fed revised its economic outlook to project stronger growth and offered more reassurances that it would keep interest rates near zero for the coming years.

jettisoned a Trump-era policy that limited debt relief for students who were defrauded by for-profit educational institutions. The newly hired Teen Vogue editor, Alexi McCammond, resigned over racist and homophobic tweets that she posted a decade ago. And retail sales dropped 3 percent in February as consumers grappled with declining stimulus effects and devastating winter storms.

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