She then worked as a staff attorney with the Community Legal Aid Society, where she represented the needy and victims of domestic violence. She moved to a corporate law role at the firm Young Conaway Stargatt and Taylor in 2007, a mainstay in the Delaware legal circuit.

In 2018, she was nominated by John Carney, the governor of Delaware, to serve as vice chancellor on the state’s high court, the Delaware Chancery Court. In 2021, Gov. Carney nominated Ms. McCormick to become the first woman to lead the court.

More than 1.8 million businesses are incorporated in Delaware, including more than two thirds of Fortune 500 companies — and they all look to the court for guidance. When Twitter filed its lawsuit against Mr. Musk in July forcing him to close his acquisition, its case went to Delaware, where the company, like many others, is incorporated.

Judge McCormick, who has first dibs on any proceeding that comes before the court, chose herself of among a court of seven judges to oversee one of the most high profile corporate court battles in years.

At a hearing in September, as lawyers for Mr. Musk argued to delay the trial to take into account new claims from a whistle-blower, she poked at the billionaire’s decision to skip due diligence in his race to sign the deal in April. When Mr. Musk’s lawyer argued it would have been impossible to find out about the whistle-blower before the deal, she interjected, “We’ll never know, will we?” She added that “there was no due diligence.”

wrote in a ruling.

“She evidently was not putting up with any nonsense,” said Lawrence Hamermesh, a professor of law at Delaware Law School.

In October, after weeks of presiding over bruising back and forth arguments between the two sides, Judge McCormick granted Mr. Musk’s requests to put the trial on hold to give him more time to complete his financing for the acquisition. Judge McCormick granted him until Oct. 28 — a three-week delay.

“She had one eye on the clock,” said Brian Quinn, a professor at Boston College Law School, noting the two sides did not seem ready for a trial just two weeks away. “Another eye,” Mr. Quinn said, was “on potential appeals. She is looking forward saying, ‘Well, what if I ruled against Musk, and he appealed, and his appeal is that I pushed him — I rushed him toward the trial when he wanted to close the deal.’”

Judge McCormick is well-versed in trials involving deals with buyers that tried to walk away. As an associate at the law firm Young Conaway Stargatt and Taylor, she worked on cases involving deals that went awry when the stock market crashed in 2008. That included representing the chemical company Huntsman in 2008 when the private equity firm Apollo Global Management scuttled the deal it had struck to combine the chemical company with another it owned.

That deal, and others like it, paved the way for the kinds of contracts Twitter signed with Mr. Musk. Sellers learned how to prevent buyers from trying similar escape hatches. Companies increasingly structure deals with “specific performance” clauses allowing them to force a deal to close.

to follow through with its acquisition of a cake supplier after it argued that the pandemic had materially damaged the business by curbing demand for party cake.

Kohlberg contended it could not complete the deal because its debt financing had fallen apart. Judge McCormick did not buy that argument.

If Mr. Musk does not come through with Twitter’s money by Friday, that could ding his credibility in court, legal experts say. That could matter in November, when Judge McCormick is set to preside over a separate trial involving Mr. Musk and his compensation.

The case, filed in 2018, had originally been assigned to another judge on the Delaware Chancery Court, Joseph R. Slights III, before he retired in January. Judge McCormick picked up the case on Jan. 12, the same month Mr. Musk began to buy up shares of Twitter stock that ultimately led to his planned purchase of the company.

“It’s not ideal for him,” said Ann Lipton, a professor of corporate governance at Tulane Law School, of Mr. Musk’s multiple run-ins with Judge McCormick. “She’s uniquely low drama, which is the opposite of Musk. ”

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Aimco Files Definitive Proxy Materials and Mails Letter to Stockholders

DENVER–(BUSINESS WIRE)–Apartment Investment and Management Company (NYSE: AIV) (“Aimco” or the “Company”), today announced that it has filed its definitive proxy materials with the Securities and Exchange Commission (“SEC”) in connection with its 2022 Annual Meeting of Stockholders scheduled to be held on December 16, 2022. Stockholders of record as of October 26, 2022, will be entitled to vote at the meeting. Aimco’s Board of Directors (the “Board”) strongly recommends that stockholders vote on the WHITE proxy card “FOR ALL” three of Aimco’s qualified and experienced director nominees, Jay Paul Leupp, Michael A. Stein and R. Dary Stone.

In conjunction with the definitive proxy filing, Aimco has also mailed a letter to the Company’s stockholders. Highlights from the letter include:

Aimco’s definitive proxy materials and other materials regarding the Board’s recommendation for the 2022 Annual Meeting of Stockholders can be found at https://investors.aimco.com.

1 TSR calculation as of September 30, 2022

2 Includes AHH, CLPR, CSR, FOR, FPH, HHC, IRT, JBGS, JOE, STRS, TRC, VRE, and WRE (per AIV 2021 10-K) represents simple average

The full text of the letter being mailed to stockholders follows:

October 12, 2022

Dear Fellow Stockholders:

Your Board of Directors and management team are committed to enhancing the value of your investment in Aimco and have been unwavering in our commitment to acting in the best interests of our stockholders. We have implemented a clearly defined value creation strategy and a comprehensive transformation of Aimco’s legacy business under a recently reconstituted, majority-independent Board (the “New Aimco Board” or the “Board”) and all-new executive management team.

Since the New Aimco Board and management team assumed their current roles following the Apartment Income REIT Corp. (“AIR”) spin-off in December 2020, Aimco has delivered total stockholder returns of 45%3, significantly outperforming its identified developer peer group4, the FTSE NAREIT Equity Apartments Index, the MSCI US REIT Index, the S&P 500 and the Russell 2000.

Aimco expects to continue to drive growth and outsized returns by:

The New Aimco Board and new management team executing this plan were put in place in connection with the 2020 spin-off of AIR, with the Company:

Despite Aimco’s clear momentum and the recent reconstitution of the Aimco Board, Land & Buildings Investment Management LLC (“Land & Buildings”) has initiated a proxy contest and is seeking to remove and replace two of your highly qualified directors. We have engaged with Land & Buildings to better understand its perspectives and have reviewed the qualifications of the candidates it has put forth. It is clear from our interactions to date, however, that Land & Buildings is primarily focused on historical issues and decisions made prior to the reconstitution of the Aimco Board and the replacement of the Aimco management team. While the New Aimco Board and management are open to continued dialogue with Land & Buildings, we believe that additional director turnover at this time is unwarranted. We also believe that the candidates proposed by Land & Buildings would not bring any relevant expertise that is not already well represented on the Aimco Board, and that election of Land & Buildings’ candidates would remove expertise from the New Aimco Board that is critical to our success.

Against this backdrop, you now face an important decision regarding the future of your investment and go-forward Board of Directors. Your Board has three directors up for re-election who have highly relevant skills and expertise and are important contributors to Aimco’s ongoing success. To protect your investment, we strongly recommend that you vote the enclosed universal WHITE proxy card today “FOR” all three of Aimco’s qualified and experienced director nominees: Jay Paul Leupp, Michael A. Stein and R. Dary Stone. Please vote today to ensure your voice is heard at the Company’s Annual Meeting of Stockholders (“Annual Meeting”) on December 16, 2022.

PROTECT THE VALUE OF YOUR INVESTMENT.

USE THE UNIVERSAL WHITE PROXY CARD TODAY TO VOTE FOR ALL THREE

OF AIMCO’S QUALIFIED AND EXPERIENCED DIRECTORS

AIMCO IS SUCCESSFULLY EXECUTING ITS VALUE ADD STRATEGY

For the past 21 months, Aimco has been successfully executing a growth strategy focused on value add, opportunistic, and alternative investments, targeting the U.S. multifamily sector.

As part of this strategy, we’ve taken decisive actions to drive stockholder value, by:

AIMCO HAS DELIVERED SIGNIFICANT VALUE FOR STOCKHOLDERS

Since the December 2020 spin-off, Aimco has significantly outperformed its identified developer peer group, real estate market indices, and broader market indices, as evidenced in the following chart.

From an operating perspective, we have generated significant value across our stabilized portfolio and our development pipeline. For example, during the first half of 2022, we increased net operating income by 14.9%, and since the start of 2021, we have nearly tripled the Company’s future development pipeline.

Importantly, we have a clear plan to build on this progress and drive continued growth. We will remain primarily focused on multifamily housing with an increased allocation to value add and opportunistic investments. We will also continue to leverage the Company’s best-in-class platform, existing portfolio of value add and stable core properties, and an investment pipeline that leads to superior risk-adjusted returns.

Despite these strong results and clear and actionable strategy, the New Aimco Board is not standing still. We routinely consider all viable options to enhance and unlock stockholder value and remain committed to doing so going forward.

NEW AIMCO BOARD AND MANAGEMENT TEAM HAVE ENGAGED CONSTRUCTIVELY

WITH STOCKHOLDERS, INCLUDING LAND & BUILDINGS

Aimco is committed to open and constructive engagement with all stockholders, including Land & Buildings. Aimco has held more than 80 individual meetings with more than 35 current and prospective stockholders in the past 13 months, including stockholders that own in the aggregate more than 80% of Aimco’s outstanding shares of common stock, as well as multiple meetings with Land & Buildings, as described in the Company’s proxy statement. The New Aimco Board has demonstrated that we value and act on the feedback we receive.

The New Aimco Board and management team are focused on the future, executing a clear and effective strategy to enhance the value of your investment, while Land & Buildings’ complaints primarily relate to decisions made almost two years ago by the pre-spin Board of Directors and management team.

THE DIRECTORS ON AIMCO’S MAJORITY-INDEPENDENT, RECONSTITUTED BOARD

BRING HIGHLY RELEVANT SKILLS AND FRESH PERSPECTIVES

Aimco is seeking your support to vote FOR ALL of its three highly qualified, experienced directors at this year’s Annual Meeting: Jay Paul Leupp, Michael A. Stein and R. Dary Stone.

The New Aimco Board is purpose-built, and its composition reflects our commitment to closely aligning the skill sets and experience of the Company’s directors with the needs of the Company and its stockholders. Importantly, the Board works closely with management and has been—and will continue to be—a significant agent of change overseeing the continued improvement of Aimco’s performance and valuation.

We are confident that our three highly-qualified nominees seeking re-election are the better choice to build on the success that Aimco has delivered. Aimco’s three director nominees bring highly relevant expertise and complementary skillsets, and our Board is unanimous in recommending that stockholders vote for our three nominees.

Mr. Leupp, an independent director and the Chairman of Aimco’s Audit Committee, has been an integral part of our Board since his appointment in December 2020 and brings capital markets, investment and finance, real estate, and development experience gained through his over 28 years as a Portfolio Manager and Managing Director focused on investments in publicly traded real estate securities and publicly traded REIT board service. Mr. Leupp is a Certified Public Accountant (CPA).

Mr. Stein, an independent director and Chairman of Aimco’s Investment Committee, is a seasoned executive who brings real estate investment and finance, financial reporting, accounting and auditing, capital markets, and business operations experience, gained through his experience as a director of five publicly traded companies and Chief Financial Officer of three publicly traded companies. Further, having served on Aimco’s Board since October 2004, Mr. Stein has significant institutional knowledge of Aimco.

Mr. Stone, an independent director and Chairman of Aimco’s Nominating, Environmental, Social, and Governance Committee, is an experienced leader and has served on Aimco’s Board since December 2020 and brings investment and finance, real estate, development, property / asset management and operations, and capital markets experience gained through his over 30-year career investing and developing a variety of projects and joint ventures, including the management of one of the country’s largest master planned developments. He also brings publicly traded REIT board service.

PROTECT THE VALUE OF YOUR INVESTMENT AND AIMCO’S FUTURE GROWTH PROSPECTS.

USE THE UNIVERSAL WHITE PROXY CARD TODAY TO VOTE FOR ALL THREE

OF AIMCO’S QUALIFIED AND EXPERIENCED DIRECTORS

The New Aimco Board is active, engaged and focused on continuing to grow Aimco and providing enhanced value for all our stockholders. We strongly recommend that stockholders vote FOR the Company’s three director nominees on the universal WHITE proxy card: Jay Paul Leupp, Michael A. Stein and R. Dary Stone.

Your vote “FOR” our director nominees will help ensure that you, as an Aimco stockholder, have a Board acting in your best interest at all times.

On behalf of the New Aimco Board, we appreciate your investment and support.

Sincerely,

The Aimco Board of Directors

3 TSR calculation as of September 30, 2022

4 Includes AHH, CLPR, CSR, FOR, FPH, HHC, IRT, JBGS, JOE, STRS, TRC, VRE, and WRE (per AIV 2021 10-K) represents simple average

If you have questions or require any assistance with voting your shares, please contact the Company’s proxy solicitor listed below:

MacKenzie Partners, Inc.

1407 Broadway, 27th Floor

New York, New York 10018

Call Collect: (212) 929-5500

or

Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com

Forward Looking Statements

This document contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include all statements that are not historical statements of fact and those regarding our intent, belief, or expectations, including, but not limited to, the statements in this document regarding future financing plans, including the Company’s expected leverage and capital structure; business strategies, prospects, and projected operating and financial results (including earnings), including facts related thereto, such as expected costs; future share repurchases; expected investment opportunities; and our 2022 pipeline investments and projects. We caution investors not to place undue reliance on any such forward-looking statements.

Words such as “anticipate(s),” “expect(s),” “intend(s),” “plan(s),” “believe(s),” “plan(s),” “may,” “will,” “would,” “could,” “should,” “seek(s),” “forecast(s),” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements. These statements are not guarantees of future performance, condition or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, among others, that may affect actual results or outcomes include, but are not limited to: (i) the risk that the 2022 preliminary plans and goals may not be completed in a timely manner or at all, (ii) the inability to recognize the anticipated benefits of the pipeline investments and projects, and (iii) changes in general economic conditions, including as a result of the COVID-19 pandemic. Although we believe that the assumptions underlying the forward-looking statements, which are based on management’s expectations and estimates, are reasonable, we can give no assurance that our expectations will be attained.

Risks and uncertainties that could cause actual results to differ materially from our expectations include, but are not limited to: the effects of the coronavirus pandemic on the Company’s business and on the global and U.S. economies generally; real estate and operating risks, including fluctuations in real estate values and the general economic climate in the markets in which we operate and competition for residents in such markets; national and local economic conditions, including the pace of job growth and the level of unemployment; the amount, location and quality of competitive new housing supply; the timing and effects of acquisitions, dispositions, redevelopments and developments; changes in operating costs, including energy costs; negative economic conditions in our geographies of operation; loss of key personnel; the Company’s ability to maintain current or meet projected occupancy, rental rate and property operating results; the Company’s ability to meet budgeted costs and timelines, and, if applicable, achieve budgeted rental rates related to redevelopment and development investments; expectations regarding sales of apartment communities and the use of proceeds thereof; the ability to successfully operate as two separate companies each with more narrowed focus; insurance risks, including the cost of insurance, and natural disasters and severe weather such as hurricanes; financing risks, including the availability and cost of financing; the risk that cash flows from operations may be insufficient to meet required payments of principal and interest; the risk that earnings may not be sufficient to maintain compliance with debt covenants, including financial coverage ratios; legal and regulatory risks, including costs associated with prosecuting or defending claims and any adverse outcomes; the terms of laws and governmental regulations that affect us and interpretations of those laws and regulations; possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of apartment communities presently or previously owned by the Company; activities by stockholder activists, including a proxy contest; the Company’s relationship with each other after the consummation of the business separation; the ability and willingness of the Company and their subsidiaries to meet and/or perform their obligations under any contractual arrangements that are entered into among the parties in connection with the business separation and any of their obligations to indemnify, defend and hold the other party harmless from and against various claims, litigation and liabilities; and the ability to achieve some or all the benefits that we expect to achieve from the business separation.

In addition, the Company’s current and continuing qualification as a real estate investment trust involves the application of highly technical and complex provisions of the Internal Revenue Code and depends on the Company’s ability to meet the various requirements imposed by the Internal Revenue Code, through actual operating results, distribution levels and diversity of stock ownership.

Readers should carefully review the Company’s financial statements and the notes thereto, as well as the section entitled “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and in Item 1A of the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2022 and June 30, 2022, and the other documents the Company files from time to time with the SEC. These filings identify and address important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.

These forward-looking statements reflect management’s judgment as of this date, and the Company assumes no (and disclaims any) obligation to revise or update them to reflect future events or circumstances.

We make no representations or warranties as to the accuracy of any projections, estimates, targets, statements or information contained in this document. It is understood and agreed that any such projections, estimates, targets, statements and information are not to be viewed as facts and are subject to significant business, financial, economic, operating, competitive and other risks, uncertainties and contingencies many of which are beyond our control, that no assurance can be given that any particular financial projections or targets will be realized, that actual results may differ from projected results and that such differences may be material. While all financial projections, estimates and targets are necessarily speculative, we believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial projections, estimates and targets. The inclusion of financial projections, estimates and targets in this presentation should not be regarded as an indication that we or our representatives, considered or consider the financial projections, estimates and targets to be a reliable prediction of future events.

Glossary and Reconciliations of Non-GAAP Financial and Operating Measures

This document includes certain financial and operating measures used by Aimco management that are not calculated in accordance with accounting principles generally accepted in the United States, or GAAP. Aimco’s definitions and calculations of these Non-GAAP financial and operating measures and other terms may differ from the definitions and methodologies used by other REITs and, accordingly, may not be comparable. These Non-GAAP financial and operating measures should not be considered an alternative to GAAP net income or any other GAAP measurement of performance and should not be considered an alternative measure of liquidity.

NET OPERATING INCOME (NOI) MARGIN: Represents an apartment community’s net operating income as a percentage of the apartment community’s rental and other property revenues.

PROPERTY NET OPERATING INCOME (NOI): NOI is defined by Aimco as total property rental and other property revenues less direct property operating expenses, including real estate taxes. NOI does not include: property management revenues, primarily from affiliates; casualties; property management expenses; depreciation; or interest expense. NOI is helpful because it helps both investors and management to understand the operating performance of real estate excluding costs associated with decisions about acquisition pricing, overhead allocations, and financing arrangements. NOI is also considered by many in the real estate industry to be a useful measure for determining the value of real estate. Reconciliations of NOI as presented in this document to Aimco’s consolidated GAAP amounts are provided below. Due to the diversity of its economic ownership interests in its apartment communities in the periods presented, Aimco evaluates the performance of the apartment communities in its segments using Property NOI, which represents the NOI for the apartment communities that Aimco consolidates and excludes apartment communities that it does not consolidate. Property NOI is defined as rental and other property revenue less property operating expenses. In its evaluation of community results, Aimco excludes utility cost reimbursement from rental and other property revenues and reflects such amount as a reduction of the related utility expense within property operating expenses. The following table presents the reconciliation of GAAP rental and other property revenue to the revenues before utility reimbursements and GAAP property operating expenses to expenses, net of utility reimbursements.

Segment NOI Reconciliation

Twelve Months Ended (in thousands)

December 31, 2021

December 31, 2020

Total Real Estate Operations

Revenues,

Before Utility

Reimbursements
[1]

Expenses,

Net of Utility

Reimbursements

Revenues,

Before Utility

Reimbursements
[1]

Expenses,

Net of Utility

Reimbursements

 
 

Total (per consolidated statements of operations)

$

169,836

 

$

67,613

 

$

151,451

 

$

61,514

 

 

Adjustment: Utilities reimbursement

 

(3,022

)

$

(3,022

)

 

(2,163

)

 

(2,163

)

 

Adjustment: Non-stabilized and other amounts not allocated [2]

 

(30,629

)

 

(21,158

)

 

(18,528

)

 

(17,676

)

 

Total Stabilized Operating (per Schedule 6)

$

136,185

 

$

43,433

 

$

130,760

 

$

41,675

 

 
 
 

Segment NOI Reconciliation

Three Months Ended (in thousands)

June 30, 2022

June 30, 2021

Total Real Estate Operations

Revenues,

Before Utility

Reimbursements
[1]

Expenses,

Net of Utility

Reimbursements

Revenues,

Before Utility

Reimbursements
[1]

Expenses,

Net of Utility

Reimbursements

 
 

Total (per consolidated statements of operations)

$

50,697

 

$

19,708

 

$

40,418

 

$

16,403

 

 

Adjustment: Utilities reimbursement

 

(1,347

)

 

(1,347

)

 

(1,128

)

 

(1,128

)

 

Adjustment: Assets Held for Sale

 

(1,823

)

$

568

 

 

(1,798

)

 

634

 

 

Adjustment: Other Real Estate

 

(4,383

)

$

1,317

 

 

(3,138

)

 

1,090

 

 

Adjustment: Non-stabilized and other amounts not allocated [2]

 

(10,040

)

 

(9,825

)

 

(4,589

)

 

(7,056

)

 

Total Stabilized Operating (per Schedule 6)

$

33,104

 

$

10,420

 

$

29,765

 

$

9,943

 

 

 

 

 

 
 

Segment NOI Reconciliation

Six Months Ended (in thousands)

June 30, 2022

June 30, 2021

Total Real Estate Operations

Revenues,

Before Utility

Reimbursements
[1]

Expenses,

Net of Utility

Reimbursements

Revenues,

Before Utility

Reimbursements
[1]

Expenses,

Net of Utility

Reimbursements

 
 

Total (per consolidated statements of operations)

$

100,691

 

$

38,929

 

$

80,222

 

$

33,345

 

 

Adjustment: Utilities reimbursement

 

(2,903

)

 

(2,903

)

 

(2,473

)

 

(2,473

)

 

Adjustment: Assets Held for Sale

 

(3,628

)

 

1,159

 

 

(3,503

)

 

1,265

 

 

Adjustment: Other Real Estate

 

(9,378

)

 

(2,822

)

 

(6,324

)

 

(2,127

)

 

Adjustment: Non-stabilized and other amounts not allocated [2]

 

(19,455

)

 

(13,696

)

 

(8,903

)

 

(9,871

)

 

Total Stabilized Operating (per Schedule 6)

$

65,327

 

$

20,667

 

$

59,018

 

$

20,139

 

[1] Approximately two-thirds of Aimco’s utility costs are reimbursed by residents. These reimbursements are included in rental and other property revenues on Aimco’s consolidated statements of operations prepared in accordance with GAAP. This adjustment represents the reclassification of utility reimbursements from revenues to property operating expenses for the purpose of evaluating segment results and as presented on Supplemental Schedule 6. Aimco also excludes the reimbursement amounts from the calculation of Average Revenue per Apartment Home throughout this Earnings Release and Supplemental Schedules.

[2] Properties not included in the Stabilized Operating Portfolio and other amounts not allocated includes operating results of properties not presented in the Stabilized Operation Portfolio as presented on Supplemental Schedule 6 during the periods shown, as well as property management and casualty expense, which are not included in property operating expenses, net of utility reimbursements in the Supplemental Schedule 6 presentation.

About Aimco

Aimco is a diversified real estate company primarily focused on value add, opportunistic, and alternative investments, targeting the U.S. multifamily sector. Aimco’s mission is to make real estate investments where outcomes are enhanced through its human capital so that substantial value is created for investors, teammates, and the communities in which we operate. Aimco is traded on the New York Stock Exchange as AIV. For more information about Aimco, please visit its website www.aimco.com.

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Fortune Brands Declares Quarterly Dividend

DEERFIELD, Ill.–(BUSINESS WIRE)–Fortune Brands Home & Security, Inc. (NYSE: FBHS), an industry-leading home and security products company, today announced that its Board of Directors declared a quarterly cash dividend of $0.28 per common share. The dividend is payable on December 14, 2022, to stockholders of record as of the close of business on November 25, 2022.

About Fortune Brands

Fortune Brands Home & Security, Inc. (NYSE: FBHS), headquartered in Deerfield, IL., is a Fortune 500 company, part of the S&P 500 Index and a leader in the home products industry. With trusted brands and market leadership positions in each of its three operating segments, Water Innovations, Outdoors & Security, and Cabinets, Fortune Brands’ 28,000 associates work with a purpose to fulfill the dreams of home.

The Company’s growing portfolio of complementary businesses and innovative brands includes Moen and the House of Rohl within Water Innovations; outdoor living and security products from Therma-Tru, LARSON, Fiberon, Master Lock and SentrySafe; and MasterBrand Cabinets’ wide-ranging offerings from MANTRA, Diamond, Omega and many more. Visit www.FBHS.com to learn more about FBHS, its brands and how the Company is accelerating its environmental, social and governance (ESG) commitments.

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Voting Equipment To Be Replaced After ‘Unauthorized Access’

By Associated Press
September 24, 2022

Georgia’s secretary of state said an investigation into the unauthorized access to the equipment by former Coffee County election officials continues.

Georgia’s secretary of state on Friday announced plans to replace election equipment in one county following “unauthorized access” to the equipment that happened two months after the 2020 election.

A computer forensics team hired by allies of then-President Donald Trump traveled to Coffee County, about 200 miles southeast of Atlanta, on Jan. 7, 2021. A company representative has said they made complete copies of the election management system server and other election system components. Later that month, two men who have been involved in efforts to discredit the 2020 election results also spent hours inside the elections office with access to the equipment.

Trump and his supporters pushed false claims about certain voting machines after he lost his bid for reelection. Authorities have said there was no evidence of widespread problems with voting equipment.

Secretary of State Brad Raffensperger said an investigation into the unauthorized access to the equipment by former Coffee County election officials continues.

“Anyone who broke the law should be punished to its full extent,” Raffensperger said in a news release. “But the current election officials in Coffee County have to move forward with the 2022 election, and they should be able to do so without this distraction.”

Footage from security cameras shows “former election officials in Coffee County permitting access by unauthorized individuals to equipment that under Georgia law should have been secured,” the release said. The footage was produced in response to subpoenas issued by plaintiffs in a long-running lawsuit against state election officials that claims the state’s touchscreen voting machines aren’t secure.

The county’s election management server and central scanner workstation were previously replaced in June 2021, officials have said. The county will receive 100 new touchscreen voting machines, 100 printers, 10 precinct scanners, 21 tablets used to check in voters and new flash cards and thumb drives to be installed and tested before early voting begins next month.

Marilyn Marks, executive director of the Coalition for Good Governance, a plaintiff in the voting machine lawsuit, said the election management server and central scanner workstation should also be replaced. She said that’s because they were used with the other potentially contaminated equipment in elections since their replacement last year.

Separately, election officials in the state’s most populous county, in and around Atlanta, said Friday that they had fired a worker after learning that “personally identifiable information was shared with an individual outside the organization,” news outlets reported.

“The individual responsible for the incident no longer works with Fulton County,” the county said in a news release. “Fulton County is committed to the safety and security of all citizens and employees. Each individual affected by this incident will be notified and will receive credit monitoring services.”

Additional reporting by The Associated Press.

: newsy.com

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Charles III Arrives In Edinburgh For Queen’s Coffin Procession

By Associated Press
September 12, 2022

Charles flew to Scotland after receiving condolences at Parliament and telling lawmakers he would follow his late mother’s example of “selfless duty.”

King Charles III landed in Edinburgh on Monday to accompany his late mother’s coffin on an emotion-charged procession through the historic heart of the Scottish capital to a cathedral where it will lie for 24 hours to allow the public to pay their last respects.

Charles flew to Scotland after earlier receiving condolences at Parliament and telling lawmakers he would follow his late mother’s example of “selfless duty.”

Earlier, Queen Elizabeth II’s grandson Prince Harry hailed her as a “guiding compass” and praised her “unwavering grace and dignity.”

The government, meanwhile, announced that the nation will observe a minute of silence on Sunday, the evening before the queen’s funeral. The “moment of reflection” will take place at 8 p.m. People were encouraged to mark the silence at home or at community events.

Hundreds of lawmakers crowded into the 1,000-year-old Westminster Hall at the Houses of Parliament for the service, rich in pageantry, in which Parliament offered its condolences to the king, and he replied.

A trumpet fanfare greeted the king and his wife Camilla, the queen consort, as they entered the hall, which was packed with hundreds of legislators.

Charles told members of the House of Commons and House of Lords that he would follow his late mother Queen Elizabeth II in upholding “the precious principles of constitutional governance” that underpin the U.K.’s political system.

He paid tribute to his mother, saying: “As Shakespeare said of the earlier Queen Elizabeth, she was a pattern to all princes living.”

The hall, with its magnificent hammer-beam roof, is the oldest part of the parliamentary complex — a remnant of the medieval Palace of Westminster that once stood on the site.

“As I stand before you today, I cannot help but feel the weight of history which surrounds us and which reminds us of the vital parliamentary traditions to which members of both Houses dedicate yourselves, with such personal commitment for the betterment of us all,” Charles said.

The ceremony was held in Westminster Hall because monarchs are not allowed inside the House of Commons. That rule dates from the 17th century, when King Charles I tried to enter and arrest lawmakers. That confrontation between crown and Parliament led to a civil war which ended with the king being beheaded in 1649.

Earlier Monday, a personal statement posted on Harry and his wife Meghan’s Archwell website said he cherished their times together “from my earliest childhood memories with you, to meeting you for the first time as my Commander-in-Chief, to the first moment you met my darling wife and hugged your beloved greatgrandchildren.”

Amid acrimony in the House of Windsor, Harry quit as a senior royal and moved to the U.S. two years ago. On Saturday, there was a possible sign of a reconciliation as Harry and Meghan joined his brother Prince William and sister-in-law Catherine in meeting mourners outside Windsor Castle.

The national outpouring of grief continued Sunday as thousands of people lined streets and roadsides as the oak coffin was borne from the late queen’s beloved Balmoral Castle summer retreat, where she died on Thursday, to Edinburgh.

In Edinburgh, the king will walk behind his mother’s coffin as it is slowly transported from Holyroodhouse to St. Giles’ Cathedral, where the crown of Scotland will be placed on the coffin ahead of a service of prayer and reflection on the life and 70-year reign of the widely cherished monarch.

The queen’s coffin will lie at the cathedral for 24 hours, giving members of the public a chance to file past and pay their respects. On Tuesday, it will be flown to London where the coffin will lie in state at the Houses of Parliament Palace from Wednesday afternoon until the morning of the funeral on Sept. 19.

Authorities already have issued rules and guidelines for people wanting to pay their respects in London, with a long queue expected.

After visiting Scotland, Charles embarks on a tour of the other nations that make up the United Kingdom — he visits the Northern Ireland capital, Belfast, on Tuesday and Wales on Friday.

Harry’s statement ended on a poignant note alluding to the death last year of his grandfather, Prince Philip, saying that “We, too, smile knowing that you and grandpa are reunited now, and both together in peace.”

Additional reporting by the Associated Press.

: newsy.com

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Prince William Charity Invests With Bank Tied To Dirty Fuels

Financial experts say investments like those of the prince’s conservation foundation can be blind spots for charities and philanthropies.

The conservation charity founded by Prince William, second in line to the British throne and who launched the Earthshot Prize, keeps its investments in a bank that is one of the world’s biggest backers of fossil fuels, The Associated Press has learned.

The Royal Foundation also places more than half of its investments in a fund advertised as green that owns shares in large food companies that buy palm oil from companies linked to deforestation.

“The earth is at a tipping point and we face a stark choice,” the prince, a well-known environmentalist, is quoted saying on the websites of the Earthshot Prize and Royal Foundation.

Yet in 2021, the charity kept more than $1.3 million with JPMorgan Chase, according to the most recent filings, and still invests with the corporation today. The foundation also held $2 million in a fund run by British firm Cazenove Capital Management, according to the 2021 filing. As with JPMorgan, it still keeps funds with Cazenove, which in May had securities linked to deforestation through their use of palm oil. The foundation invested similar amounts in both funds in 2020, its older filings show. As of December 2021, the charity also held more than $12.1 million in cash.

The investments, which the Royal Foundation didn’t dispute when contacted by the AP, come as top scientists repeatedly warn that the world must shift away from fossil fuels to sharply reduce emissions and avoid more and increasingly intense extreme weather events.

Financial experts say investments like those of the foundation can be blind spots for charities and philanthropies. As climate change is an increasing area of attention for foundations and others, organizations have sometimes struggled to recognize where their own investments lie and align them with more environmentally friendly choices, despite growing numbers of ways to steer clear of funds linked to fossil fuels.

Like the Royal Foundation, in recent years other foundations, including high profile British charities like the National Trust and Wellcome Trust, also have faced criticism for investments with strong connections to fossil fuels or environmentally harmful practices. Microsoft co-founder and philanthropist Bill Gates announced that he divested his foundation’s direct oil and gas holdings in 2019.

Charities that are talking the talk “also need to walk the walk,” said Andreas Hoepner, professor of Operational Risk, Banking and Finance at University College Dublin, who helped design several European Union climate benchmarks and has sat on its sustainable finance group.

“There are funds that are more sustainably oriented,” Hoepner added, pointing to a dozen alternatives to the JPMorgan product that are marketed as sustainable.

There are also alternatives to Cazenove’s sustainability fund. For example, funds manager CCLA caters to churches and charities and does not invest in businesses that get more than 10% of their revenue from oil and gas. Another option is Generation Investment Management, founded in part by former U.S. Vice President Al Gore.

The Royal Foundation said by email that it had followed Church of England guidelines on ethical investment since 2015, and goes beyond them.

“We take our investment policies extremely seriously and review them regularly,” the statement said.

The foundation said management fees paid to JPMorgan were small, but declined to provide a figure.

It’s not clear what role, if any, Prince William had in investment decisions, as he did not respond to AP requests for comment. JPMorgan Asset Management in an email declined to comment on questions about charities investing in their products despite its record of financing fossil fuels.

Bloomberg data show JPMorgan has underwritten more bonds and loans for the fossil fuel industry and earned greater fees than its competitors in the five years up to 2021.

Environmental NGO Rainforest Action Network looked at direct loans and stock ownership along with bonds and estimated that between 2016 and 2021, JPMorgan’s banking arm financed fossil fuel companies with some $382 billion. This was more than any other bank.

“Major investors have their pick of companies to manage their assets, and mission-driven institutions have options well beyond the world’s worst fossil fuel bank,” said Jason Disterhoft, senior energy campaigner with Rainforest Action Network.

As one of the world’s biggest banks, JPMorgan is also a leading financier of green projects, and has set a target of investing $1 trillion in these over the next decade. However, it made about $985 million in revenue from fossil fuels compared to $310 million from green projects since the Paris Agreement in 2015, about three times more, according to Bloomberg Data.

Compared to some other charities, the Royal Foundation’s investments are small, with little impact on climate change. But they are not in line with the ethos of the foundation, which lists conservation and mental health as main points of emphasis, or Prince William’s public statements. His Earthshot Prize, a “global search for solutions to save our planet,” awards grants of up  to $1.2 million each year to projects confronting environmental challenges, according to the charity’s website, which suggests banks as among potential recipients. In July, the Royal Foundation announced that the Earthshot Prize had become an independent charity and Prince William would be its president.

Through launching and awarding the prize and in other public appearances, Prince William has been outspoken on the environment for years. He has argued that entrepreneurs should focus their energies on saving the Earth before investing in space tourism, encouraged parents to consider how their children don’t have the same outdoor opportunities they had and urged conservation.

“Today, in 2022, as the queen celebrates her Platinum Jubilee, the pressing need to protect and restore our planet has never been more urgent,” the prince said in June during Queen Elizabeth II’s Platinum Jubilee.

The policies of the Royal Foundation do not allow ownership of stock in oil companies, tobacco or alcohol. But profits from the Royal Foundation’s account could enable JPMorgan to loan more money to the many oil companies it backs, allowing their expansion. In the same way, investing in companies tied to problems with palm oil supply could help fund unsustainable practices.

While the Cazenove fund is marketed as “sustainable,” as of May 31 the fund held almost $6 million of shares in Nestlé, and shares worth $8.1 million in Reckitt Benckiser, according to Morningstar Direct data. Both Nestlé and Reckitt Benckiser have faced controversy over their palm oil supply. Clearing rainforests to make way for palm oil plantations is one of Southeast Asia’s biggest drivers of deforestation.

Nestlé is the world’s largest food and beverage manufacturer, while Reckitt manufactures popular U.S. brands including Lysol and Woolite, and Vanish and Dettol, familiar in the U.K.

A 2021 investigation by the environmental NGO Global Witness said both companies were sourcing palm oil via intermediaries from illegally deforested areas in Papua New Guinea. The plantations responsible were also accused of corruption, use of child labor and paying police to attack protesters.

Another 2021 report, by sustainability analysts Chain Reaction Research, said both companies purchased palm oil from an Indonesian firm that has an affiliated mining project accused of deforestation in an orangutan habitat.

An investigation in 2020 by Chain Reaction Research found that more than 1,235 acres — over 1,000 American football fields — of rainforest in Indonesia’s Papua province were felled by a supplier to Wilmar, a giant food and oils producer, from which both source their palm oil.

David Croft, head of sustainability at Reckitt, said no tainted palm oil entered its products from the Papua New Guinea properties, while conceding their mills were previously in its supplier list. An intermediary company linked Reckitt to the Indonesian mining conglomerate in its supply chain, he said, and it was investigating. Croft said they have had “active discussions” with Wilmar, which stopped sourcing from the Papua plantation in January 2022. In a public statement published in response to Chain Reaction’s investigation, Wilmar disputed the cleared area was high conservation value forest.

Despite being a “relatively small user of palm oil,” Reckitt knows there is more to do, said Croft, and is accelerating its progress. Croft said Reckitt could not get all the product it needs from certified producers before 2026.

Emma Keller, head of sustainability at Nestlé U.K. and Ireland, said the Wilmar case was to be investigated. Nestlé engages with suppliers that fall short to help them change and monitors performance, she said.

Sixty percent of Nestlé’s palm oil supply was certified as sustainable by the Roundtable on Sustainable Palm Oil, an industry-organized effort, in 2021, according to the World Wide Fund for Nature. For Reckitt, that figure was 15.3%.

Keller said that by winter 2021, more than 90% of Nestlé palm oil was deforestation-free and it will achieve zero-deforestation status by the end of 2022. It uses supply chain maps, on-the-ground verification and satellite monitoring for verification. Nestlé was moving toward “a model for conserving and restoring the world’s forests,” Keller said.

Lily Tomson, of the responsible investment charity ShareAction, said Cazenove had shown some leadership on sustainable investing, but there “remain areas charities such as the Royal Foundation can push them on.”

Investors can vote on key environmental issues in companies where they hold shares, for example setting targets to align with the Paris Agreement, or on climate lobbying. Yet Cazenove’s parent company, Schroders, voted against 22% of environmental resolutions last year, ShareAction research has found.

Kate Rogers, head of sustainability at Cazenove Capital, said the company engaged with Nestlé and Reckitt, and has seen progress on deforestation.

Environmental factors are ingrained in the company’s decision-making, she said, every investment assessed for sustainability. Cazenove has committed to eliminating commodity-driven deforestation from its investments by 2025 and said a new voting policy meant that as of June 2022, the firm had voted against 60 directors of companies it invests in over a lack of climate action.

Dr. Raj Thamotheram, former head of responsible investing at both a $109 billion British university pension fund and AXA Investment Managers, said foundations should be better regulated, with annual reports made to detail how well their investment strategy aligns with their mission.

Thamotheram, now an independent adviser, called unsustainable investments a “cultural and governance blind spot of huge proportions,” and said they were endemic in the charity sector.

“It’s the status quo approach and it needs shaking up,” he said.

Additional reporting by The Associated Press.

: newsy.com

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In South Korea, Pelosi Avoids Public Comments On Taiwan, China

After South Korea, Pelosi will travel to Japan.

After infuriating China over her trip to Taiwan, U.S. House Speaker Nancy Pelosi met South Korean political leaders in Seoul on Thursday but avoided making direct public comments on relations with Beijing and Taipei that could further increase regional tensions.

Pelosi, the first House speaker to visit Taiwan in 25 years, said Wednesday in Taipei that the American commitment to democracy in the self-governing island and elsewhere “remains ironclad.” In response, China on Thursday began military exercises, including missile strike training, in six zones surrounding Taiwan, in what could be the biggest of their kind since the mid-1990s.

After visiting Taiwan, Pelosi and other members of her congressional delegation flew to South Korea — a key U.S. ally where about 28,500 American troops are deployed — on Wednesday evening, as part of an Asian tour that included earlier stops in Singapore and Malaysia. After South Korea, Pelosi will travel to Japan.

She met South Korean National Assembly Speaker Kim Jin Pyo and other senior members of Parliament on Thursday. After that hour-long meeting, Pelosi spoke about the bilateral alliance, forged in blood during the 1950-53 Korean War, and legislative efforts to boost ties, but didn’t directly mention her Taiwan visit or the Chinese protests.

“We also come to say to you that a friendship, (the) relationship that began from urgency and security, many years ago, has become the warmest of friendships,” Pelosi said in a joint news conference with Kim. “We want to advance security, economy and governance in an inter-parliamentary way.”

Neither Pelosi nor Kim took questions from journalists.

Kim said he and Pelosi shared concerns about North Korea’s increasing nuclear threat. He said the two agreed to support their governments’ push for denuclearization and peace on the Korean Peninsula based on both strong deterrence against North Korea and diplomacy.

Pelosi and her delegation later spoke by phone with South Korean President Yoon Suk Yeol on the alliance, foreign policy and other issues. Yoon is on vacation this week, but critics accuse him of intentionally shunning a face-to-face meeting with Pelosi in consideration of ties with China, South Korea’s biggest trading partner. Yoon’s office said it had reviewed national interests and that Yoon’s vacation plan had already been set up when, about two weeks ago, Pelosi’s side contacted his office about a possible meeting.

During the phone conversation, Pelosi and other members of her congressional delegation didn’t bring up the Taiwan issue, and Yoon also didn’t raise the matter, Yoon’s office said.

In recent years, South Korea has been struggling to strike a balance between the United States and China as their rivalry has deepened. Yoon, a conservative, took office in May with a vow to boost South Korea’s military alliance with the United States and take a tougher line on North Korean provocations.

Later Thursday, Pelosi was to visit a border area with North Korea that is jointly controlled by the American-led United Nations Command and North Korea, South Korean officials said. If that visit occurs, Pelosi would be the highest-level American to go to the Joint Security Area since then-President Donald Trump visited in 2019 for a meeting with North Korean leader Kim Jong Un.

Yoon said Pelosi’s visit to the JSA would demonstrate “a strong deterrence against North Korea” by the allies, said Kim Tae-hyo, a deputy presidential national security adviser.

Sitting inside the 2.5-mile -wide Demilitarized Zone, a buffer created at the end of the Korean War, the JSA is the site of past bloodshed and a venue for numerous talks. U.S. presidents and other top officials have often traveled to the JSA and other border areas to reaffirm their security commitment to South Korea.

Any statement critical of North Korea by Pelosi is certain to draw a furious response. On Wednesday, the North’s Foreign Ministry slammed the United States over her Taiwan trip, saying “the current situation clearly shows that the impudent interference of the U.S. in internal affairs of other countries … (is) the root cause of harassed peace and security in the region.”

The Chinese military exercises launched Thursday and planned to last until Sunday involve its navy, air force and other departments. They include missile strikes on targets in the seas north and south of the island in an echo of the last major Chinese military drills aimed at intimidating Taiwan’s leaders and voters in 1995 and 1996.

China’s official Xinhua News Agency said the exercises are joint operations focused on “blockade, sea target assault, strike on ground targets, and airspace control.”

Taiwan has put its military on alert and staged civil defense drills, while the U.S. has numerous naval assets in the area. Taiwan’s Defense Ministry called the Chinese drills “unreasonable actions in an attempt to change the status quo, destroy the peace and stability of the region.”

China views Taiwan as a breakaway province to be annexed by force if necessary. It considers visits to Taiwan by foreign officials as recognizing its sovereignty.

“Today the world faces a choice between democracy and autocracy,” Pelosi said in a short speech during a meeting with Taiwanese President Tsai Ing-wen on Wednesday. “America’s determination to preserve democracy, here in Taiwan and around the world, remains ironclad.”

The Biden administration and Pelosi have said the United States remains committed to the “one-China policy,” which recognizes Beijing as the sole, legitimate government of China but allows informal relations and defense ties with Taipei. The administration discouraged but did not prevent Pelosi from visiting.

Pelosi noted in Taiwan that congressional support for Taiwan is bipartisan, and she praised the island’s democracy. She stopped short of saying that the U.S would defend Taiwan militarily and emphasized that Congress is “committed to the security of Taiwan, in order to have Taiwan be able to most effectively defend themselves.”

Tsai said at her meeting with Pelosi that “facing deliberately heightened military threats, Taiwan will not back down.”

National Security Council spokesperson John Kirby told ABC’s “Good Morning America” on Wednesday that U.S. officials “don’t believe we’re at the brink now, and there’s certainly no reason for anybody to be talking about being at the brink going forward.”

On Thursday, the 10-nation Association of Southeast Asian Nations called for calm in the Taiwan Strait, which separates mainland China and Taiwan, and urged the avoidance of any “provocative action.” ASEAN foreign ministers, who are meeting in Phnom Penh, Cambodia, for a regional forum, said they were concerned the situation could “destabilize the region and eventually could lead to miscalculation, serious confrontation, open conflicts and unpredictable consequences among major powers.”

Pelosi’s focus has always been the same, she said, going back to her 1991 visit to Beijing’s Tiananmen Square, when she and other lawmakers unfurled a small banner supporting democracy two years after a bloody military crackdown on protesters at the square. That visit was also about human rights and what she called dangerous technology transfers to “rogue countries.”

China and Taiwan, which split in 1949 after a civil war, have no official relations but multibillion-dollar business ties.

Additional reporting by The Associated Press.

: newsy.com

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China Fines Didi $1.2 Billion as Tech Sector Pressures Persist

For Didi, once hailed as an innovator and disrupter in China’s staid transportation sector, it has been a fast fall from grace. The company was considered the pride of China’s spunky, and valuable, start-up scene in 2016 when it beat its American rival, Uber, and bought the firm’s Chinese operations. At the time, its executives vowed that the data it collected would be used to unsnarl traffic jams and eventually help develop driverless cars.

As Beijing has asserted greater control over internet firms like Didi, it has sought to shape a private sector more in line with the Communist Party’s focus on political security and meeting its policy goals. Popular attitudes about China’s tech sector, once an emblem of future achievement, appear to have shifted, too.

After the punishment was announced, a number of professors and tech commentators took to Weibo to call for even harsher punishments.

Jin Canrong, a professor of international relations at Renmin University, called the revelations of Didi’s violations “really shocking!” Didi “disregarded national security, disregarded national laws and disregarded citizens’ privacy,” he added. Others went further, wondering whether a company that jeopardized national security should be allowed to exist at all.

In the short term, the government will probably relent on Didi, allowing it to restore its apps in stores. But the company will still have to show that it has addressed the regulator’s concerns over data security and other issues, said Linghao Bao, an analyst at Trivium China, a China-focused policy research team.

“Big tech platforms are getting a break as the economy is not doing so well. Regulators are shifting from a campaign-style crackdown toward a more rules-based governance,” he said. “But tech regulation is here to stay over the long term.”

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China’s Surveillance State Encounters Public Resistance

Chinese artists have staged performances to highlight the ubiquity of surveillance cameras. Privacy activists have filed lawsuits against the collection of facial recognition data. Ordinary citizens and establishment intellectuals alike have pushed back against the abuse of Covid tracking apps by the authorities to curb protests. Internet users have shared tips on how to evade digital monitoring.

As China builds up its vast surveillance and security apparatus, it is running up against growing public unease about the lack of safeguards to prevent the theft or misuse of personal data. The ruling Communist Party is keenly aware of the cost to its credibility of any major security lapses: Last week, it moved systematically to squelch news about what was probably the largest known breach of a Chinese government computer system, involving the personal information of as many as one billion citizens.

The breach dealt a blow to Beijing, exposing the risks of its expansive efforts to vacuum up enormous amounts of digital and biological information on the daily activities and social connections of its people from social media posts, biometric data, phone records and surveillance videos. The government says these efforts are necessary for public safety: to limit the spread of Covid, for instance, or to catch criminals. But its failure to protect the data exposes citizens to problems like fraud and extortion, and threatens to erode people’s willingness to comply with surveillance.

for mishandling data. But the authorities rarely point fingers at the country’s other top collector of personal information: the government itself.

Security researchers say the leaked database, apparently used by the police in Shanghai, had been left online and unsecured for months. It was exposed after an anonymous user posted in an online forum offering to sell the vast trove of data for 10 Bitcoin, or about $200,000. The New York Times confirmed parts of a sample of the database released by the anonymous user, who posted under the name ChinaDan.

In addition to basic information like names, addresses and ID numbers, the sample featured details that appeared to be drawn from external databases, like instructions for couriers on where to drop off deliveries, raising questions about how much information private companies share with the authorities. Of particular concern for many, it also contained intensely personal information, such as police reports that included the names of people accused of rape and domestic violence, as well as private information about political dissidents.

leaked databases used by the police in China that were left online with little to no protection; some contained facial recognition records and ID scans of people in a Muslim ethnic minority region.

Now, there are signs that people are growing wary of the government and public institutions, too, as they see how their own data is being used against them. Last month, a nationwide outcry erupted over the apparent abuse of Covid-19 tracking technology by local authorities.

Protesters fighting to recover their savings from four rural banks in the central Chinese city of Zhengzhou found that the mobile apps used to identify and isolate people who might be spreading Covid had turned from green — meaning safe — to red, a designation that would prevent them from moving freely.

“There is no privacy in China,” said Silvia Si, 30, a protester whose health code had turned red. The authorities in Zhengzhou, under pressure to account for the episode, later punished five officials for changing the codes of more than 1,300 customers.

posted on Weibo that he was refusing to wear an electronic bracelet to track his movements while in isolation, saying the device was an “electronic shackle” and an infringement on his privacy. The post was liked around 60,000 times, and users flooded it with responses. Many said the bracelet reminded them of the treatment of criminals; others called it a ploy to surreptitiously collect personal information. The post was later taken down by censors, the blogger said.

researcher on technology policy at Yale Law School and New America. “People are far more trusting overall in how government entities handle their personal information and far more suspicious about the corporate sector.”

Legal analysts said any disciplinary actions resulting from the Shanghai police database breach were unlikely to be publicized. There are few mechanisms in place to hold Chinese government agencies responsible for their own data leaks. For many citizens, that lack of recourse has contributed to a sense of resignation.

Occasionally, though, they notch small victories, as Xu Peilin did when she took on her neighborhood committee last year. She had returned to her apartment building in Beijing one day to find that the compound wanted residents to submit to a facial recognition scanner to enter.

“It was insane,” said Ms. Xu, 37, a project manager at a start-up company. She said it reminded her of one of her favorite television shows, the British science fiction series “Black Mirror.”

Ms. Xu badgered her neighborhood committee by telephone and text message until it relented. For now, Ms. Xu said, she can still enter her compound using her key card, though she believed it was only a matter of time until the facial recognition devices became mandatory again.

“All I can do for now,” she said, “is continue to resist on a small scale.”

Zixu Wang contributed reporting.

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The Elon Musk-Twitter Saga Now Moves to the Courts

Now that Elon Musk has signaled his intent to walk away from his $44 billion offer to buy Twitter, the fate of the influential social media network will be determined by what may be an epic court battle, involving months of expensive litigation and high-stakes negotiations by elite lawyers on both sides.

The question is whether Mr. Musk will be legally compelled to stick with his agreed-upon acquisition or be allowed to back out, possibly by paying a 10-figure penalty.

Most legal experts say Twitter has the upper hand, in part because Mr. Musk attached few strings to his agreement to buy the company, and the company is determined to force the deal through.

inauthentic accounts. He also said that Mr. Musk did not believe the metrics that Twitter has publicly disclosed about how many of its users were fake.

Twitter’s board responded by saying it intended to consummate the acquisition and would sue Mr. Musk in a Delaware chancery court to force him to do so.

At the heart of the dispute are the terms of the merger agreement that Mr. Musk reached with Twitter in April. His contract with Twitter allows him to break off his deal by paying a $1 billion fee, but only under specific circumstances such as losing debt financing. The agreement also requires Twitter to provide data that Mr. Musk may require to complete the transaction.

Mr. Musk has demanded that Twitter give a detailed accounting of the spam on its platform. Throughout June, lawyers for Mr. Musk and Twitter have wrangled over how much data to share to satisfy Mr. Musk’s inquiries.

as they face advertising pressure, global economic upheaval and rising inflation. Twitter’s stock has fallen about 30 percent since the deal was announced, and trades well under the Mr. Musk’s offering price of $54.20 a share.

Legal experts said Mr. Musk’s dispute over spam could be a ploy to force Twitter back to the bargaining table in hopes of securing a lower price.

During the deal-making, no other potential buyer emerged as a white knight alternative to Mr. Musk, making his offer the best that Twitter is likely to get.

Twitter’s trump card is a “specific performance clause” that gives the company the right to sue Mr. Musk and force him to complete or pay for the deal, so long as the debt financing he has corralled remains intact. Forced acquisitions have happened before: In 2001, Tyson Foods tried to back out of an acquisition of the meatpacker IBP, pointing to IBP’s financial troubles and accounting irregularities. A Delaware court vice chancellor ruled that Tyson had to complete the acquisition,

jittery employees.

attempted to break up its $16 billion deal to acquire Tiffany & Company, ultimately securing a discount of about $420 million.

“This stuff is a bargaining move in an economic transaction,” said Charles Elson, a recently retired professor of corporate governance at the University of Delaware. “It’s all about money.”

A lower price would benefit Mr. Musk and his financial backers, especially as Twitter faces financial headwinds. But Twitter has made clear it wants to force Mr. Musk to stick to his $44 billion offer.

The most damaging outcome for Twitter would be for the deal to collapse. Mr. Musk would need to show that Twitter materially and intentionally breached the terms of its contract, a high bar that acquirers have rarely met. Mr. Musk has claimed that Twitter is withholding information necessary for him to close the deal. He has also argued that Twitter misreported its spam figures, and the misleading statistics concealed a serious problem with Twitter’s business.

A buyer has only once successfully argued in a Delaware court that a material change in the target company’s business gives it the ability to cleanly exit the deal. That occurred in 2017 in the $3.7 billion acquisition of the pharmaceutical company Akorn by the health care company Fresenius Kabi. After Fresenius signed the agreement, Akorn’s earnings fell and it faced allegations by a whistle-blower of skirting regulatory requirements.

Even if Twitter shows that it did not violate the merger agreement, a chancellor in the Delaware court may still allow Mr. Musk to pay damages and walk away, as in the case of Apollo Global Management’s deal combining the chemical companies Huntsman and Hexion in 2008. (The lawsuits concluded in a broken deal and a $1 billion settlement.)

habit of flouting legal confines.

revealed in May that it was examining Mr. Musk’s purchases of Twitter stock and whether he properly disclosed his stake and his intentions for the social media company. In 2018, the regulator secured a $40 million settlement from Mr. Musk and Tesla over charges that his tweet falsely claiming he had secured funding to take Tesla private amounted to securities fraud.

“At the end of the day, a merger agreement is just a piece of paper. And a piece of paper can give you a lawsuit if your buyer gets cold feet,” said Ronald Barusch, a retired mergers and acquisitions lawyer who worked for Skadden Arps before it represented Mr. Musk. “A lawsuit doesn’t give you a deal. It generally gives you a protracted headache. And a damaged company.”

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