These instruments involved baskets of stocks put together by a bank. But Medallion didn’t buy the actual basket of stocks; it instead bought an option on that basket and sometimes gave the banks instructions on how to trade those stocks. Basket options have been criticized for having allowed hedge funds to borrow money more easily and allowing them to make bigger and potentially riskier trades.

The I.R.S. argued that the basket option trades should have been taxed at the higher rate because they were mainly the result of short-term trading.

The disagreement drew the attention of Congress, and led to rule changes. Following a report from the Senate Permanent Committee on Investigations, the I.R.S. issued new guidance in 2015 that sought to clamp down on this type of trading by making it more difficult and costly for hedge funds to buy basket options. Such investment vehicles had to be declared on the tax returns of any investor who used them, the agency said.

The I.R.S. had said its guidance on basket options would be retroactive, and applied to all transactions as far back as Jan. 1, 2011.

Still, some senators were critical of the I.R.S. for taking so long to change its rules and start investigating the trading practice, including at Renaissance.

Senator Carl Levin, the Michigan Democrat who headed the Senate committee in 2014 and died in July, said the I.R.S. guidance would stop banks and hedge funds from using “dubious structured financial products” that had cost taxpayers billions.

Elise Bean, a former aide to Mr. Levin, said she wished her former boss had lived to see the settlement. “It’s good to see that, despite a yearslong, knock-down, bare-knuckles battle, the I.R.S. prevailed in compelling at least one set of billionaires to pay the taxes they owe,” she said.

Jesse Drucker contributed reporting.

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How Private Equity Firms Avoid Taxes

There were two weeks left in the Trump administration when the Treasury Department handed down a set of rules governing an obscure corner of the tax code.

Overseen by a senior Treasury official whose previous job involved helping the wealthy avoid taxes, the new regulations represented a major victory for private equity firms. They ensured that executives in the $4.5 trillion industry, whose leaders often measure their yearly pay in eight or nine figures, could avoid paying hundreds of millions in taxes.

The rules were approved on Jan. 5, the day before the riot at the U.S. Capitol. Hardly anyone noticed.

The Trump administration’s farewell gift to the buyout industry was part of a pattern that has spanned Republican and Democratic presidencies and Congresses: Private equity has conquered the American tax system.

one recent estimate, the United States loses $75 billion a year from investors in partnerships failing to report their income accurately — at least some of which would probably be recovered if the I.R.S. conducted more audits. That’s enough to roughly double annual federal spending on education.

It is also a dramatic understatement of the true cost. It doesn’t include the ever-changing array of maneuvers — often skating the edge of the law — that private equity firms have devised to help their managers avoid income taxes on the roughly $120 billion the industry pays its executives each year.

Private equity’s ability to vanquish the I.R.S., Treasury and Congress goes a long way toward explaining the deep inequities in the U.S. tax system. When it comes to bankrolling the federal government, the richest of America’s rich — many of them hailing from the private equity industry — play by an entirely different set of rules than everyone else.

The result is that men like Blackstone Group’s chief executive, Stephen A. Schwarzman, who earned more than $610 million last year, can pay federal taxes at rates similar to the average American.

Lawmakers have periodically tried to force private equity to pay more, and the Biden administration has proposed a series of reforms, including enlarging the I.R.S.’s enforcement budget and closing loopholes. The push for reform gained new momentum after ProPublica’s recent revelation that some of America’s richest men paid little or no federal taxes.

nearly $600 million in campaign contributions over the last decade, has repeatedly derailed past efforts to increase its tax burden.

Taylor Swift’s back music catalog.

The industry makes money in two main ways. Firms typically charge their investors a management fee of 2 percent of their assets. And they keep 20 percent of future profits that their investments generate.

That slice of future profits is known as “carried interest.” The term dates at least to the Renaissance. Italian ship captains were compensated in part with an interest in whatever profits were realized on the cargo they carried.

The I.R.S. has long allowed the industry to treat the money it makes from carried interests as capital gains, rather than as ordinary income.

article highlighting the inequity of the tax treatment. It prompted lawmakers from both parties to try to close the so-called carried interest loophole. The on-again, off-again campaign has continued ever since.

Whenever legislation gathers momentum, the private equity industry — joined by real estate, venture capital and other sectors that rely on partnerships — has pumped up campaign contributions and dispatched top executives to Capitol Hill. One bill after another has died, generally without a vote.

One day in 2011, Gregg Polsky, then a professor of tax law at the University of North Carolina, received an out-of-the-blue email. It was from a lawyer for a former private equity executive. The executive had filed a whistle-blower claim with the I.R.S. alleging that their old firm was using illegal tactics to avoid taxes.

The whistle-blower wanted Mr. Polsky’s advice.

Mr. Polsky had previously served as the I.R.S.’s “professor in residence,” and in that role he had developed an expertise in how private equity firms’ vast profits were taxed. Back in academia, he had published a research paper detailing a little-known but pervasive industry tax-dodging technique.

$89 billion in private equity assets — as being “abusive” and a “thinly disguised way of paying the management company its quarterly paycheck.”

Apollo said in a statement that the company stopped using fee waivers in 2012 and is “not aware of any I.R.S. inquiries involving the firm’s use of fee waivers.”

floated the idea of cracking down on carried interest.

Private equity firms mobilized. Blackstone’s lobbying spending increased by nearly a third that year, to $8.5 million. (Matt Anderson, a Blackstone spokesman, said the company’s senior executives “are among the largest individual taxpayers in the country.” He wouldn’t disclose Mr. Schwarzman’s tax rate but said the firm never used fee waivers.)

Lawmakers got cold feet. The initiative fizzled.

In 2015, the Obama administration took a more modest approach. The Treasury Department issued regulations that barred certain types of especially aggressive fee waivers.

But by spelling that out, the new rules codified the legitimacy of fee waivers in general, which until that point many experts had viewed as abusive on their face.

So did his predecessor in the Obama administration, Timothy F. Geithner.

Inside the I.R.S. — which lost about one-third of its agents and officers from 2008 to 2018 — many viewed private equity’s webs of interlocking partnerships as designed to befuddle auditors and dodge taxes.

One I.R.S. agent complained that “income is pushed down so many tiers, you are never able to find out where the real problems or duplication of deductions exist,” according to a U.S. Government Accountability Office investigation of partnerships in 2014. Another agent said the purpose of large partnerships seemed to be making “it difficult to identify income sources and tax shelters.”

The Times reviewed 10 years of annual reports filed by the five largest publicly traded private equity firms. They contained no trace of the firms ever having to pay the I.R.S. extra money, and they referred to only minor audits that they said were unlikely to affect their finances.

Current and former I.R.S. officials said in interviews that such audits generally involved issues like firms’ accounting for travel costs, rather than major reckonings over their taxable profits. The officials said they were unaware of any recent significant audits of private equity firms.

For a while, it looked as if there would be an exception to this general rule: the I.R.S.’s reviews of the fee waivers spurred by the whistle-blower claims. But it soon became clear that the effort lacked teeth.

Kat Gregor, a tax lawyer at the law firm Ropes & Gray, said the I.R.S. had challenged fee waivers used by four of her clients, whom she wouldn’t identify. The auditors struck her as untrained in the thicket of tax laws governing partnerships.

“It’s the equivalent of picking someone who was used to conducting an interview in English and tell them to go do it in Spanish,” Ms. Gregor said.

The audits of her clients wrapped up in late 2019. None owed any money.

As a presidential candidate, Mr. Trump vowed to “eliminate the carried interest deduction, well-known deduction, and other special-interest loopholes that have been so good for Wall Street investors, and for people like me, but unfair to American workers.”

wanted to close the loophole, congressional Republicans resisted. Instead, they embraced a much milder measure: requiring private equity officials to hold their investments for at least three years before reaping preferential tax treatment on their carried interests. Steven Mnuchin, the Treasury secretary, who had previously run an investment partnership, signed off.

McKinsey, typically holds investments for more than five years. The measure, part of a $1.5 trillion package of tax cuts, was projected to generate $1 billion in revenue over a decade.

credited Mr. Mnuchin, hailing him as “an all-star.”

Mr. Fleischer, who a decade earlier had raised alarms about carried interest, said the measure “was structured by industry to appear to do something while affecting as few as possible.”

Months later, Mr. Callas joined the law and lobbying firm Steptoe & Johnson. The private equity giant Carlyle is one of his biggest clients.

It took the Treasury Department more than two years to propose rules spelling out the fine print of the 2017 law. The Treasury’s suggested language was strict. One proposal would have empowered I.R.S. auditors to more closely examine internal transactions that private equity firms might use to get around the law’s three-year holding period.

The industry, so happy with the tepid 2017 law, was up in arms over the tough rules the Treasury’s staff was now proposing. In a letter in October 2020, the American Investment Council, led by Drew Maloney, a former aide to Mr. Mnuchin, noted how private equity had invested in hundreds of companies during the coronavirus pandemic and said the Treasury’s overzealous approach would harm the industry.

The rules were the responsibility of Treasury’s top tax official, David Kautter. He previously was the national tax director at EY, formerly Ernst & Young, when the firm was marketing illegal tax shelters that led to a federal criminal investigation and a $123 million settlement. (Mr. Kautter has denied being involved with selling the shelters but has expressed regret about not speaking up about them.)

On his watch at Treasury, the rules under development began getting softer, including when it came to the three-year holding period.

Monte Jackel, a former I.R.S. attorney who worked on the original version of the proposed regulations.

Mr. Mnuchin, back in the private sector, is starting an investment fund that could benefit from his department’s weaker rules.

Even during the pandemic, the charmed march of private equity continued.

The top five publicly traded firms reported net profits last year of $8.6 billion. They paid their executives $8.3 billion. In addition to Mr. Schwarzman’s $610 million, the co-founders of KKR each made about $90 million, and Apollo’s Leon Black received $211 million, according to Equilar, an executive compensation consulting firm.

now advising clients on techniques to circumvent the three-year holding period.

The most popular is known as a “carry waiver.” It enables private equity managers to hold their carried interests for less than three years without paying higher tax rates. The technique is complicated, but it involves temporarily moving money into other investment vehicles. That provides the industry with greater flexibility to buy and sell things whenever it wants, without triggering a higher tax rate.

Private equity firms don’t broadcast this. But there are clues. In a recent presentation to a Pennsylvania retirement system by Hellman & Friedman, the California private equity giant included a string of disclaimers in small font. The last one flagged the firm’s use of carry waivers.

The Biden administration is negotiating its tax overhaul agenda with Republicans, who have aired advertisements attacking the proposal to increase the I.R.S.’s budget. The White House is already backing down from some of its most ambitious proposals.

Even if the agency’s budget were significantly expanded, veterans of the I.R.S. doubt it would make much difference when it comes to scrutinizing complex partnerships.

“If the I.R.S. started staffing up now, it would take them at least a decade to catch up,” Mr. Jackel said. “They don’t have enough I.R.S. agents with enough knowledge to know what they are looking at. They are so grossly overmatched it’s not funny.”

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Global Shortages During Coronavirus Reveal Failings of Just in Time Manufacturing

In the story of how the modern world was constructed, Toyota stands out as the mastermind of a monumental advance in industrial efficiency. The Japanese automaker pioneered so-called Just In Time manufacturing, in which parts are delivered to factories right as they are required, minimizing the need to stockpile them.

Over the last half-century, this approach has captivated global business in industries far beyond autos. From fashion to food processing to pharmaceuticals, companies have embraced Just In Time to stay nimble, allowing them to adapt to changing market demands, while cutting costs.

But the tumultuous events of the past year have challenged the merits of paring inventories, while reinvigorating concerns that some industries have gone too far, leaving them vulnerable to disruption. As the pandemic has hampered factory operations and sown chaos in global shipping, many economies around the world have been bedeviled by shortages of a vast range of goods — from electronics to lumber to clothing.

In a time of extraordinary upheaval in the global economy, Just In Time is running late.

“It’s sort of like supply chain run amok,” said Willy C. Shih, an international trade expert at Harvard Business School. “In a race to get to the lowest cost, I have concentrated my risk. We are at the logical conclusion of all that.”

shortage of computer chips — vital car components produced mostly in Asia. Without enough chips on hand, auto factories from India to the United States to Brazil have been forced to halt assembly lines.

But the breadth and persistence of the shortages reveal the extent to which the Just In Time idea has come to dominate commercial life. This helps explain why Nike and other apparel brands struggle to stock retail outlets with their wares. It’s one of the reasons construction companies are having trouble purchasing paints and sealants. It was a principal contributor to the tragic shortages of personal protective equipment early in the pandemic, which left frontline medical workers without adequate gear.

a shortage of lumber that has stymied home building in the United States.

Suez Canal this year, closing the primary channel linking Europe and Asia.

“People adopted that kind of lean mentality, and then they applied it to supply chains with the assumption that they would have low-cost and reliable shipping,” said Mr. Shih, the Harvard Business School trade expert. “Then, you have some shocks to the system.”

presentation for the pharmaceutical industry. It promised savings of up to 50 percent on warehousing if clients embraced its “lean and mean” approach to supply chains.

Such claims have panned out. Still, one of the authors of that presentation, Knut Alicke, a McKinsey partner based in Germany, now says the corporate world exceeded prudence.

“We went way too far,” Mr. Alicke said in an interview. “The way that inventory is evaluated will change after the crisis.”

Many companies acted as if manufacturing and shipping were devoid of mishaps, Mr. Alicke added, while failing to account for trouble in their business plans.

“There’s no kind of disruption risk term in there,” he said.

Experts say that omission represents a logical response from management to the incentives at play. Investors reward companies that produce growth in their return on assets. Limiting goods in warehouses improves that ratio.

study. These savings helped finance another shareholder-enriching trend — the growth of share buybacks.

In the decade leading up to the pandemic, American companies spent more than $6 trillion to buy their own shares, roughly tripling their purchases, according to a study by the Bank for International Settlements. Companies in Japan, Britain, France, Canada and China increased their buybacks fourfold, though their purchases were a fraction of their American counterparts.

Repurchasing stock reduces the number of shares in circulation, lifting their value. But the benefits for investors and executives, whose pay packages include hefty allocations of stock, have come at the expense of whatever the company might have otherwise done with its money — investing to expand capacity, or stockpiling parts.

These costs became conspicuous during the first wave of the pandemic, when major economies including the United States discovered that they lacked capacity to quickly make ventilators.

“When you need a ventilator, you need a ventilator,” Mr. Sodhi said. “You can’t say, ‘Well, my stock price is high.’”

When the pandemic began, car manufacturers slashed orders for chips on the expectation that demand for cars would plunge. By the time they realized that demand was reviving, it was too late: Ramping up production of computer chips requires months.

stock analysts on April 28. The company said the shortages would probably derail half of its production through June.

The automaker least affected by the shortage is Toyota. From the inception of Just In Time, Toyota relied on suppliers clustered close to its base in Japan, making the company less susceptible to events far away.

In Conshohocken, Pa., Mr. Romano is literally waiting for his ship to come in.

He is vice president of sales at Van Horn, Metz & Company, which buys chemicals from suppliers around the world and sells them to factories that make paint, ink and other industrial products.

In normal times, the company is behind in filling perhaps 1 percent of its customers’ orders. On a recent morning, it could not complete a tenth of its orders because it was waiting for supplies to arrive.

The company could not secure enough of a specialized resin that it sells to manufacturers that make construction materials. The American supplier of the resin was itself lacking one element that it purchases from a petrochemical plant in China.

One of Mr. Romano’s regular customers, a paint manufacturer, was holding off on ordering chemicals because it could not locate enough of the metal cans it uses to ship its finished product.

“It all cascades,” Mr. Romano said. “It’s just a mess.”

No pandemic was required to reveal the risks of overreliance on Just In Time combined with global supply chains. Experts have warned about the consequences for decades.

In 1999, an earthquake shook Taiwan, shutting down computer chip manufacturing. The earthquake and tsunami that shattered Japan in 2011 shut down factories and impeded shipping, generating shortages of auto parts and computer chips. Floods in Thailand the same year decimated production of computer hard drives.

Each disaster prompted talk that companies needed to bolster their inventories and diversify their suppliers.

Each time, multinational companies carried on.

The same consultants who promoted the virtues of lean inventories now evangelize about supply chain resilience — the buzzword of the moment.

Simply expanding warehouses may not provide the fix, said Richard Lebovitz, president of LeanDNA, a supply chain consultant based in Austin, Texas. Product lines are increasingly customized.

“The ability to predict what inventory you should keep is harder and harder,” he said.

Ultimately, business is likely to further its embrace of lean for the simple reason that it has yielded profits.

“The real question is, ‘Are we going to stop chasing low cost as the sole criteria for business judgment?’” said Mr. Shih, from Harvard Business School. “I’m skeptical of that. Consumers won’t pay for resilience when they are not in crisis.”

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100 Million Vaccine Doses Held Up Over Contamination Concerns, Emergent Reveals

WASHINGTON — The chief executive of Emergent BioSolutions, whose Baltimore plant ruined millions of coronavirus vaccine doses, disclosed for the first time on Wednesday that more than 100 million doses of Johnson & Johnson’s vaccine are now on hold as regulators check them for possible contamination.

In more than three hours of testimony before a House subcommittee, the chief executive, Robert G. Kramer, calmly acknowledged unsanitary conditions, including mold and peeling paint, at the Baltimore plant. He conceded that Johnson & Johnson — not Emergent — had discovered contaminated doses, and he fended off aggressive questions from Democrats about his stock sales and hundreds of thousands of dollars in bonuses for top company executives.

Emergent’s Bayview Baltimore plant was forced to halt operations a month ago after contamination spoiled the equivalent of 15 million doses, but Mr. Kramer told lawmakers that he expected the facility to resume production “in a matter of days.” He said he took “very seriously” a report by federal regulators that revealed manufacturing deficiencies and accepted “full responsibility.”

“No one is more disappointed than we are that we had to suspend our 24/7 manufacturing of new vaccine,” Mr. Kramer told the panel, adding, “I apologize for the failure of our controls.”

Federal campaign records show that since 2018, Mr. El-Hibri and his wife have donated more than $150,000 to groups affiliated with Mr. Scalise. The company’s political action committee has given about $1.4 million over the past 10 years to members of both parties.

Mr. El-Hibri expressed contrition on Wednesday. “The cross-contamination incident is unacceptable,” he said, “period.”

Mr. Kramer’s estimate of 100 million doses on hold added 30 million to the number of Johnson & Johnson doses that are effectively quarantined because of regulatory concerns about contamination. Federal officials had previously estimated that the equivalent of about 70 million doses — most of that destined for domestic use — could not be released, pending tests for purity.

confidential audits, previously reported by The Times, that cited repeated violations of manufacturing standards. A top federal manufacturing expert echoed those concerns in a June 2020 report, warning that Emergent lacked trained staff and adequate quality control.

“My teenage son’s room gives your facility a run for its money,” Representative Raja Krishnamoorthi, Democrat of Illinois, told Mr. Kramer.

Mr. Kramer initially testified that contamination of the Johnson & Johnson doses “was identified through our quality control procedures and checks and balances.” But under questioning, he acknowledged that a Johnson & Johnson lab in the Netherlands had picked up the problem. Johnson & Johnson hired Emergent to produce its vaccine and, at the insistence of the Biden administration, is now asserting greater control over the plant.

The federal government awarded Emergent a $628 million contract last year, mostly to reserve space at the Baltimore plant for vaccine production. Among other things, lawmakers are looking into whether the company leveraged its contacts with a top Trump administration official, Dr. Robert Kadlec, to win that contract and whether federal officials ignored known deficiencies in giving Emergent the work.

Mr. El-Hibri told lawmakers that the government and Johnson & Johnson were aware of the risks.

“Everyone went into this with their eyes wide open, that this is a facility that had never manufactured a licensed product before,” he said. While the Baltimore plant was “not in perfect condition — far from it,” he argued that the facility “had the highest level of state of readiness” among the plants the government had to choose from.

the coronavirus leaked from a laboratory in China, the “lies of the Communist Party of China,” mask mandates and the Biden administration’s call for a waiver of an international intellectual property agreement.

“You are a reputable company that has done yeoman’s work to protect this country in biodefense,” exclaimed Representative Mark E. Green, Republican of Tennessee, adding, “So you gave your folks a bonus for their incredible work.”

Emergent is skilled at working Washington. Its board is stocked with former government officials, and Senate lobbying disclosures show that the company has spent an average of $3 million a year on lobbying over the past decade. That is about the same as two pharmaceutical giants, AstraZeneca and Bristol Myers Squibb, whose annual revenues are at least 17 times higher.

Democrats pressed Mr. Kramer and Mr. El-Hibri about their contacts with Dr. Kadlec, who previously consulted for Emergent. Documents show that Emergent agreed to pay him $120,000 annually between 2012 and 2015 for his consulting work, and that he recommended that Emergent be given a “priority rating” so that the contract could be approved speedily. Dr. Kadlec has said he did not negotiate the deal but did sign off on it.

“Did you or any other Emergent executives speak to or socialize with Dr. Kadlec while these contracts were being issued?” Representative Nydia M. Velázquez, Democrat of New York, asked Mr. Kramer.

“Congresswoman,” he replied carefully, “I did not have any conversations with Dr. Kadlec about this.”

A Times investigation found that Emergent has exercised outsize influence over the Strategic National Stockpile, the nation’s emergency medical reserve; in some years, the company’s anthrax vaccine has accounted for as much as half the stockpile’s budget.

The investigation found that some federal officials felt the company was gouging taxpayers — an issue that also came up at Wednesday’s hearing when Representative Carolyn B. Maloney, Democrat of New York, demanded to know how much it cost to make the vaccine and what it sold for. Mr. El-Hibri promised to supply the information later.

Company executives also view their coronavirus work as one of the “prime drivers” of its 2020 revenues, according to a memorandum released on Wednesday by committee staff members. The executives were rewarded for what the company’s board called “exemplary overall 2020 corporate performance including significantly outperforming revenue and earnings targets.”

Mr. Kramer received a $1.2 million cash bonus in 2020, the records show, and also sold about $10 million worth of stock this year, in trades that he said were scheduled in advance and approved by the company. Three of the company’s executive vice presidents received bonuses ranging from $445,000 to $462,000 each.

Sean Kirk, the executive responsible for overseeing development and manufacturing operations at all of Emergent’s manufacturing sites, received a special bonus of $100,000 last year, in addition to his regular bonus of $320,611, in part for expanding the company’s contract manufacturing capability to address Covid-19, the documents show. Mr. Kirk is now on personal leave.

Emergent officials “appear to have wasted taxpayer dollars while lining their own pockets,” Ms. Maloney charged.

Mr. Krishnamoorthi asked Mr. Kramer if he would consider turning over his bonus to the American taxpayers.

“I will not make that commitment,” Mr. Kramer replied.

“I didn’t think so,” Mr. Krishnamoorthi shot back.

Rebecca R. Ruiz contributed reporting.

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McDonald’s Board Faces Challenge Over C.E.O. Firing

Despite posting robust revenue and earnings during the pandemic of the past year, executives at McDonald’s are likely to face tough questions at Thursday’s annual shareholder meeting from critics who believed they mishandled the dismissal of the former chief executive Steve Easterbrook.

On Wednesday, the institutional investor Neuberger Berman became the latest investor to say it would not vote for the re-election of Richard Lenny, a former chief executive of the Hershey Company who has been on the McDonald’s board for 16 years and was chair of the compensation committee that awarded Mr. Easterbrook more than $44 million after he was terminated in 2019 for having a consensual sexual relationship with an employee.

The board, which allowed the severance to be awarded even after determining Mr. Easterbrook had violated company policy and displayed poor judgment, later discovered he had engaged in several affairs with employees during his tenure. McDonald’s has sued Mr. Easterbrook to try to claw back the money.

The Easterbrook scandal is likely to be just one of the issues about the company’s culture brought up during the virtual meeting.

minimum wage to $15 an hour. The company is also facing myriad lawsuits involving claims of racial and sexual discrimination and harassment at some of its restaurants.

McDonald’s leadership is likely to play up its strong performance during the pandemic, taking a victory lap for producing a $4.7 billion profit during a rough-and-tumble year for the restaurant industry.

McDonald’s chief executive, Chris Kempczinski, who was hired in 2015 from Kraft Foods as a strategy chief and reported directly to Mr. Easterbrook, has made several moves in recent months to address the numerous controversies.

In February, the company set new diversity goals and tied those goals to executive compensation. In April, it mandated anti-harassment training at its restaurants. And last week, it said it would raise wages at 650 company-owned restaurants, a move that does not affect the 14,000 restaurants that are independently owned.

Still, questions continue to swirl around Mr. Easterbrook’s departure in November of 2019.

In April, Scott Stringer, New York City’s comptroller who oversees its pension funds, and CtW Investment Group, which oversees union pensions, wrote a letter to McDonald’s shareholders saying they would vote against Mr. Lenny as well as Enrique Hernandez Jr., the chief executive of Inter-Con Security Systems and McDonald’s chairman. They cited their roles in the “flawed and mismanaged investigation” into Mr. Easterbrook and the determination to terminate him “without cause,” resulting in an “unnecessary and costly” lawsuit filed in an attempt to recoup the money from Mr. Easterbrook.

In an emailed statement, McDonald’s said that its board believes there should be a balance of institutional knowledge and fresh perspectives among its directors, and that it is fully investigating all allegations of misconduct by Mr. Easterbrook and “has taken swift and unprecedented actions to address them.”

Whether the movement to oust Mr. Hernandez or Mr. Lenny from their seats has enough support remains unclear.

Two of the largest proxy advisory firms split their decision about the McDonald’s directors, with Glass Lewis recommending that shareholders vote against the two directors. Institutional Shareholder Services said both directors should keep their positions, giving the board credit for taking legal action to recoup the severance pay from Mr. Easterbrook.

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Emergent, Which Ruined Vaccine Doses, Gave Its Top Executives Bonuses

Mr. Kramer received a $1.2 million cash bonus, the records show; the board found that he had “significantly exceeded expectations.” Three of the company’s executive vice presidents received bonuses ranging from $445,000 to $462,000 each.

Sean Kirk, the executive responsible for overseeing development and manufacturing operations at all of Emergent’s manufacturing sites, received a special bonus of $100,000 last year, over and above his regular bonus of $320,611, in recognition of his “exceptional performance in 2020,” and for significantly expanding the company’s contract manufacturing capability to address Covid-19, the documents show.

Mr. El-Hibri, who was praised for leveraging his connections, cashed in stock worth $42 million last year, according to an investigation by The Times.

Over the past two decades, Emergent has grown from a fledgling biotech company into a firm with annual revenues that last year topped $1.5 billion. Much of its success has come from selling products aimed at thwarting a bioterrorist attack, including its anthrax vaccine, to the Strategic National Stockpile, the nation’s emergency medical reserve.

The $628 million contract, awarded by the Trump administration nearly a year ago, was mostly to reserve space at Emergent’s Baltimore plant for vaccine manufacturing. The contract was approved by a former Trump administration official, Dr. Robert Kadlec, who previously consulted for Emergent.

The documents show that Emergent retained Dr. Kadlec to serve as a consultant from 2012 through 2015, agreeing to pay him $120,000 annually over that three-year period. In return, Dr. Kadlec agreed to provide advice on “international biosecurity and biodefense related issues to Emergent BioSolutions,” including outreach to senior government officials in Saudi Arabia and other countries.

Dr. Kadlec has said that while he did not negotiate the contract, he did sign off on it. The documents show he recommended that Emergent be given a “priority rating” so that it could be approved speedily.

Rebecca R. Ruiz contributed reporting.

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The Mogul in Search of a Kinder, Gentler Capitalism

A self-made multimillionaire who married into a revered European banking dynasty, Lynn Forester de Rothschild now spends her time calling for higher taxes on the wealthy, stricter regulation of big business and a wholesale reordering of the capitalist system that has delivered her such privilege.

It is an unlikely reformation for a woman who came from modest origins, made a fortune in the 1980s and could have spent her later years enjoying a sumptuous life of aristocracy.

Born to a middle-class family in the New Jersey suburbs, Ms. Rothschild began her career at the white shoe law firm Simpson, Thacher and Bartlett, then started working with John Kluge, a telecommunications mogul, in the 1980s. Ms. Rothschild eventually struck out on her own, working for, running and founding a series of successful media companies.

In 2000, she married Sir Evelyn de Rothschild, a British financier. (Henry Kissinger introduced them at the Bilderberg conference; the Clintons invited them to honeymoon at the White House.)

Despite her pedigree, Ms. Rothschild has in recent years come to understand that while she and her associates have enjoyed the fruits of capitalism, not all have fared so well. Many workers are struggling to get by. The environment is in serious trouble. Government often cleans up the private sector’s messes.

Sociable and well-connected, Ms. Rothschild has tapped her expansive network to launch a multipronged assault on the status quo. In 2014, she founded the Coalition for Inclusive Capitalism, an effort to get business leaders more engaged in environmental and social issues. And she has parlayed that into a related group, the Council for Inclusive Capitalism, that is working with Pope Francis, and a new fund focused on socially responsible investing she founded with Jeff Ubben, a successful hedge fund manager.

This interview was condensed and edited for clarity.


Back when you were starting out in your career, were you concerned about some of the negative impacts of capitalism in the same way you are today?

It was really different. I don’t think we realized how bad it was. Graduating from law school in 1980, I believed I was living the American dream. I was a skinny girl from nowhere who knew no one, who had aspirations for an interesting life that would make a difference. And I believed that was available to me if I worked hard and played by the rules. The mantra at that time, that was not said disparagingly, was “Greed is good.” There was an Ayn Rand view that if you pursue your interests, all of society is lifted. So I really did believe that all I needed to do was to pursue my career in a legal, ethical, exciting way, and I didn’t have to worry about society.

When did it click for you that something wasn’t working?

We didn’t anticipate the kind of disparity that developed over those 20 years when we started in 1980. And I don’t think people practicing shareholder primacy were evil. There was just too much greed. But by 2008 it was impossible to ignore. The concentration of wealth in America at that time already was back to levels we had during the Gilded Age. In the 1960s the ratio of C.E.O. pay to average worker pay was 25 to one. Today it is 320 to one.

That has very conveniently created enormous personal wealth, which became the objective, as opposed to: What wealth have you left behind in society? How have you made the world better for your children, for your community? “Greed is good” was never a concept for Adam Smith.

What do you see as the most problematic symptoms of our economic system today?

Inequality of opportunity. We have to be honest that in each of our two recent crises — the great financial crisis and the Covid crisis — the government came to the aid of the wealthiest. Some have called it “socialism for the rich and capitalism for everyone else.” There’s something to that.

The elites turn to government when the financial system is blown up or we have a health crisis. Government got us out of both of those problems, and it got us out with too much of the benefit going to the richest. So how do we equalize that?

I personally am fine with higher taxes, if higher taxes lead to better distribution of opportunity, particularly for people of color and people in the lower part of the socioeconomic environment. I also believe that it is time that we listen more to our employees. It’s time that we create a more level playing field with respect to worker voice and worker involvement. This is hard stuff, because it can impact profit.

A year ago you said Covid was going to change capitalism forever. In what way did you think it was going to change capitalism, and how do you think that all has actually played out?

I’m probably always guilty of being overly optimistic. I believed that our moral compass would tell us that we need to take better care of the people who take care of us. But we saw starkly how we treated the people we called essential, how we were exposing them to this deadly disease. I personally find it difficult to understand why that is so hard for us as a society, and that’s why I founded the Council for Inclusive Capitalism.

I had the disease. I was really sick. I thought I was going to die. I had a really bad case and I’m scared to death of it.

What were the origins of the Council for Inclusive Capitalism?

In June of 2015, Laudato Si was written by Pope Francis. By September, the Sustainable Development Goals were agreed to by the United Nations. By December, the Paris climate accord had been signed. You had every reason to believe that there was a sense of the common good.

And if you go back and read Laudato Si, Pope Francis writes: “The lessons of the global financial crisis have not been assimilated, and we are learning all too slowly the lessons of environmental deterioration.” He goes on to say that “by itself the market cannot guarantee integral human development and social inclusion.”

What are some of the reforms you’d like to see? The Business Roundtable can put out as many press releases as it wants about stakeholder capitalism, but we still have companies losing billions of dollars, laying off tens of thousands of workers and still rewarding their C.E.O.s with tens of millions of dollars.

Something is really broken. I do believe that C.E.O.s and boards are willing to share the wealth and do more. But the Chamber of Commerce and the Business Roundtable are going to go for tax policy and trade policy as their primary objective.

I remember a person who was very senior in a previous administration told me that in his four years in office, only one C.E.O. asked to go and see him about an issue of the common good. Everyone was coming in to push what they needed for their own book. We need to profitably solve the problems of people and planet. That’s why business exists.

Who’s to say that there shouldn’t be a government policy that prices the negative externalities that companies cost the taxpayer when full-time workers have to be on public assistance to lead a decent life? Why can’t there be a tax and a penalty on that? Why is Jeff Bezos the richest man in the world? He’s a nice guy, and at the same time he has tens of thousands of employees on public assistance. Why is that OK? Why do we have a government that lets that happen?

Which do you think is more broken, American politics or capitalism?

I think their problems feed upon each other. They’re creating a death spiral together and it’s got to be stopped. Politics and capitalism needs to return to a basic sense of decency.

And that is actually why I reached out to the Holy Father, because I think that a lot of what it will take to change behavior is a moral and ethical reawakening. It’s not just one policy, it’s not just taxes, it’s not just reforming labor laws — all of which are important, and we need competent ethical people to do it. But at the core of it, it has to come from common decency.

God did not invent the corporation. Society allows a corporation to exist, gives shareholders limited liability, and expects something in return. But we don’t just expect cheap widgets.

How do you reconcile your critique of shareholder capitalism with the fact that you’re now working with a hedge fund manager?

If there is going to be a system change, the capital markets need to reward shareholders. That is only going to happen if there are really talented investors who find the new levers of value creation, and are engaging actively with companies that are transforming at scale to become cleaner and more inclusive, and those companies become the ones that are the most valuable. Then we’ve created a race to the top.

That’s why I’m in partnership with Jeff, who’s such a legend in shareholder value creation and transforming companies. I have 1,000 percent confidence in the integrity of Jeff, even though he’s been on the opposite side for many years. I trust many billionaires.

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Leslie Moonves Receives Nothing From CBS Exit Package

Leslie Moonves, who led CBS as chief executive for 15 years before he was ousted in 2018, will receive nothing from the $120 million the company had set aside in a potential severance package, according to a federal filing on Friday.

Mr. Moonves left CBS on Sept. 9, 2018, after more than a dozen women accused him of sexual misconduct, allegations that appeared in two articles in The New Yorker by Ronan Farrow. Mr. Moonves has denied the allegations.

That October, as part of a separation agreement, the CBS Corporation board placed $120 million in a so-called grantor trust. That money would go to Mr. Moonves if the company found that there had been no grounds to fire him under his contract.

In December 2018, the board said it had determined that Mr. Moonves was indeed fired for cause, citing “willful and material misfeasance, violation of company policies and breach of his employment contract” in a statement at the time. Mr. Moonves disputed that finding and started arbitration proceedings concerning the possible exit package in January 2019.

it said.

The filing came from ViacomCBS. Mr. Moonves’s previous employer merged with a sibling company, Viacom, in December 2019, after protracted negotiations. Mr. Moonves adamantly opposed the merger plan when he was at the helm of CBS.

“The disputes between Mr. Moonves and CBS have now been resolved,” ViacomCBS said in a statement on Friday. It added that the company and Mr. Moonves would have no further comment on the matter.

Mr. Moonves, 71, was one of the most prominent figures to be toppled by the #MeToo movement. Other powerful men in the media and entertainment businesses whose careers came to an end after they were accused of sexual misconduct included the Fox News chief executive Roger E. Ailes and the film mogul Harvey Weinstein. Mr. Ailes died in 2017, months after leaving the network he had helped create, and Mr. Weinstein fell from power in 2017 and was sentenced last year to 23 years in prison for sex crimes against six women.

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California Is Awash in Cash, Thanks to a Booming Market

In the early days of the pandemic, no one would have looked to the stock market for salvation. From February to late March last year, the S&P 500 suffered one of its sharpest crashes ever, falling nearly 34 percent. But once the federal government began pumping money into the markets and the economy through bond-buying programs and stimulus, the market began rebounding.

And professional money managers kept buying stocks. Amateur investors, stuck at home, piled into the market and drove up stock prices further. After hitting a bottom in March 2020, the S&P 500 is up nearly 90 percent, creating close to $17 trillion in paper gains.

Much of that value was created by California companies. The market value of Apple, based in Cupertino, Calif., has risen by over $1 trillion in the past year. The gains for Alphabet and Facebook, combined, have created another $1 trillion in value. Tesla, based in Palo Alto, Calif., added over $500 billion.

The surge in market value created a significant amount of wealth for executives and workers, including in the technology sector. Executives at major companies typically have pre-established stock sale programs that are constantly converting some of their shares into cash. As they’ve sold into a rising market over the last year, those gains have been especially large; in August, Apple’s chief executive, Tim Cook, sold more than $130 million worth of his stock.

“When the stock market does well, they do very well,” said David Hitchcock, the primary analyst on California for the bond-rating firm S&P Global, of the state’s wealthy residents. “And in fact, it’s not just the stock market but initial public offerings. Because with Silicon Valley, when entrepreneurs get stock grants that they exercise, or stock options, California makes out very well.”

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How companies explain their C.E.O.s’ big pay packages in the pandemic.

The gap between executive compensation and average worker pay has been growing for decades. Chief executives of big companies now make, on average, 320 times as much as their typical worker, according to the Economic Policy Institute. In 1989, that ratio was 61 to 1.

The pandemic compounded these disparities, as hundreds of companies awarded their leaders pay packages worth significantly more than most Americans will make in their entire lives, David Gelles reports for The New York Times.

In the course of his reporting, corporate public relations teams employed various tactics to justify their bosses’ big paydays:

  • A Hilton spokesman stressed that the figure in its latest proxy filing did not represent take-home pay for Chris Nassetta, because the company restructured several stock awards. “Said directly, Chris did not take home $55.9 million in 2020,” the spokesman said. “Chris’s actual pay was closer to $20.1 million.” Hilton lost $720 million last year.

  • Boeing wanted to make clear how much money Dave Calhoun “voluntarily elected to forgo to support the company through the Covid-19 pandemic” — some $3.6 million, according to a spokesman. Nonetheless, Mr. Calhoun was awarded $21.1 million last year, while Boeing lost $12 billion.

  • Starbucks, which awarded Kevin Johnson $14.7 million, was among many companies making the case that their chief executive was essential to future success. “Continuity in Kevin’s role is particularly vital to Starbucks at this time,” said Mary Dillon, a member of the compensation committee. The company made a $930 million profit in its latest fiscal year, down three-quarters from the previous year.

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