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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Elon Musk Suggests Buying Twitter at His Original Price

Elon Musk proposed a deal with Twitter on Monday evening that could bring to an end the acrimonious legal fight between the billionaire and the social media company.

The arrangement would allow Mr. Musk to acquire Twitter at $54.20 per share, the price he agreed to pay for the company in April, two people familiar with the proposal who were not authorized to speak publicly said.

The potential deal comes after months of disputes that have created existential challenges for Twitter, cratering its share price, demoralizing its employees and spooking the advertisers it relies on for revenue.

A deal at the original price would be a victory for Twitter, which struck an agreement with Mr. Musk to buy the company for $44 billion. Mr. Musk declared in July that he no longer intended to complete the acquisition because he believed Twitter’s service was overrun by spam.

Twitter sued Mr. Musk in July to force the completion of the acquisition, and was set for a showdown with the billionaire this month in a Delaware courtroom. The company argued in legal filings that Mr. Musk’s reasons for abandoning the deal were smoke screens, and suggested that he had simply hoped for a lower price after stock market declines had decreased his overall wealth.

Mr. Musk said Twitter had most likely undercounted the amount of spam on its platform, making the company less valuable than he had initially believed. He also cited whistle-blower claims from a former Twitter executive, who said the company had misled regulators about its security practices, as a reason to exit the deal.

Mr. Musk submitted a proposal to Twitter on Monday evening, a person familiar with the conversation said. The parties met in court on Tuesday to discuss the proposal. The offer was reported earlier by Bloomberg.

A deal could allow both sides to avoid a messy public trial, which most likely would have featured testimony from Mr. Musk and senior Twitter executives.

This is a developing story. Check back for updates.

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This Remote Mine Could Foretell the Future of America’s Electric Car Industry

Hiding a thousand feet below the earth’s surface in this patch of northern Minnesota wetlands are ancient mineral deposits that some view as critical to fueling America’s clean energy future.

poor environmental record in the United States, and an even more checkered footprint globally. While some in the area argue the mine could bring good jobs to a sparsely populated region, others are deeply fearful that it could spoil local lakes and streams that feed into the Mississippi River. There is also concern that it could endanger the livelihoods and culture of Ojibwe tribes whose members live just over a mile from Talon’s land and have gathered wild rice here for generations.

provoked outrage in 2020 by blowing up a 46,000-year-old system of Aboriginal caves in Australia in a search for iron ore.

at higher rates than any other racial or ethnic group in the state. Locals say the only Tesla for miles is Talon’s company car.

“Talon and Rio Tinto will come and go — greatly enriched by their mining operation. But we, and the remnants of the Tamarack mine, will be here forever,” Mr. Applegate said.

near tribal land.

approved a plan to ban the sale of new gas-powered cars by 2035.

Indonesia and the Philippines, releasing vast amounts of carbon dioxide before being refined in Chinese factories powered by coal.

Another source of nickel is a massive mining operation north of the Arctic Circle in Norilsk, Russia, which has produced so much sulfur dioxide that a plume of the toxic gas is big enough to be seen from space. Other minerals used in electric vehicle batteries, such as lithium and cobalt, appear to have been mined or refined with the use of child or forced labor.

With global demand for electric vehicles projected to grow sixfold by 2030, the dirty origins of this otherwise promising green industry have become a looming crisis. The Democrats’ new tax and climate bill devotes nearly $400 billion to clean energy initiatives over the next decade, including electric vehicle tax credits and financing for companies that manufacture clean cars in the United States.

New domestic high-tech mines and factories could make this supply chain more secure, and potentially less damaging to the global environment. But skeptics say those facilities may still pose a risk to the air, soil and water that surrounds them, and spark a fierce debate about which communities might bear those costs.

can leach out sulfuric acid and heavy metals. More than a dozen former copper mines in the United States are now Superfund sites, contaminated locations where taxpayers can end up on the hook for cleanup.

canceled leases for another copper-nickel mine near a Minnesota wilderness area, saying the Trump administration had improperly renewed them.

Talon Metals insists that it will have no such problems. “We can produce the battery materials that are necessary for the energy transition and also protect the environment,” said Todd Malan, the company’s chief external affairs officer and head of climate strategy. “It’s not a choice.”

The company is using high-tech equipment to map underground flows of water in the area and create a 3-D model of the ore, so it can mine “surgically” while leaving other parts of the earth undisturbed, Mr. Malan said. Talon is also promising to use technology that will safely store the mine’s toxic byproducts and do its mining far underground, in deep bedrock where groundwater doesn’t typically penetrate.

Talon has teamed up with the United Steelworkers union on work force development. And Rio Tinto has won a $2.2 million Department of Energy grant to explore capturing carbon near the site, which may allow the mine to market its products as zero emission.

estimates, the world will need roughly 20 times as much nickel and cobalt by 2040 as it had in 2020 and 40 times as much lithium.

Recycling could play a bigger role in supplying these materials by the end of the decade, and some new car batteries do not use any nickel. Yet nickel is still highly sought after for electric trucks and higher-end cars, because it increases a vehicle’s range.

The infrastructure law passed last year devoted $7 billion to developing the domestic supply chain for critical minerals. The climate and tax law also sets ambitious thresholds for ensuring that electric vehicles that receive tax incentives are partly U.S.-made.

has begged miners to produce more.

is home to deposits of nickel, copper and cobalt, which were formed 1.1 billion years ago from a volcano that spewed out miles of liquid magma.

Talon has leased 31,000 acres of land in the area, covering an 11-mile geological feature deep under the swamp. The company has zealously drilled and examined the underground resources along one of those 11 miles, and discovered several other potential satellite deposits.

In August, the company announced that it had also acquired land in Michigan’s Upper Peninsula to explore for more nickel.

Talon will start Minnesota’s environmental review process within a few months, and the company says it anticipates a straightforward review. But legal challenges for proposed mines can regularly stretch to a decade or more, and some living near the project say they will do what they can to fight the mine.

Elizabeth Skinaway and her sister, Jean Skinaway-Lawrence, members of the Sandy Lake Band of Minnesota Chippewa, are especially concerned about damage to the wild rice, which Ms. Skinaway has been gathering in lakes several miles from the proposed mine for 43 years.

Ms. Skinaway acknowledges the need to combat climate change, which also threatens the rice. But she sees little justice in using the same kind of profit-driven, extractive industry that she said had long plundered native lands and damaged the global environment.

“The wild rice, the gift from the creator, that’s going to be gone, from the sulfide that’s going to leach into the river and the lakes,” she said. “It’s just a really scary thought.”

“We were here first,” said her sister. “We should be heard.”

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Expansion of Clean Energy Loans Is ‘Sleeping Giant’ of Climate Bill

Tucked into the Inflation Reduction Act that President Biden signed last week is a major expansion of federal loan programs that could help the fight against climate change by channeling more money to clean energy and converting plants that run on fossil fuels to nuclear or renewable energy.

The law authorizes as much as $350 billion in additional federal loans and loan guarantees for energy and automotive projects and businesses. The money, which will be disbursed by the Energy Department, is in addition to the more well-known provisions of the law that offer incentives for the likes of electric cars, solar panels, batteries and heat pumps.

The aid could breathe life into futuristic technologies that banks might find too risky to lend to or into projects that are just short of the money they need to get going.

failure of Solyndra, a solar company that had borrowed about $500 million from the Energy Department, to criticize the Obama administration’s climate and energy policies.

Backers of the program have argued that despite defaults like Solyndra, the program has been sustainable overall. Of the $31 billion the department has disbursed, about 40 percent has been repaid and interest payments in the fiscal year that ended on Sept. 30, 2021, totaled $533 million — more money than the failed Solyndra loan.

The Energy Department’s loan programs began in 2005 under the George W. Bush administration but expanded significantly in the Obama era. The department provided a crucial loan that helped Tesla expand when it only sold expensive two-door electric sports cars; the company is now the world’s most valuable automaker.

Under the Trump administration, which played down the risks of climate change, the department’s loan office was much less active. The Biden team has been working to change that. Last month, the department said it planned to loan $2.5 billion to General Motors and LG Energy Solution to build electric-car battery factories in Michigan, Ohio and Tennessee.

complicate the qualification process.

  • Plug-In Hybrids: After falling behind all-electric cars, U.S. sales of plug-in hybrids have been surging. The high cost of electric cars and gasoline have given them an opening.
  • Car Crashes: Tesla and other automakers capture data from their vehicles to operate their products. Experts say the collected information could also improve road safety.
  • A Frustrating Hassle: The electric vehicle revolution is nearly here, but its arrival is being slowed by a fundamental problem: The chargers where people refuel these cars are often broken.
  • One beneficiary of the new loan money could be the Palisades Power Plant, a nuclear facility on Lake Michigan near Kalamazoo, Mich., that closed in May. The plant had struggled to compete in the PJM energy market, which serves homes and businesses in 13 states, including Michigan, New Jersey and Pennsylvania, and Washington, D.C.

    The Biden administration has made nuclear power a focal point of its efforts to eliminate carbon dioxide emissions from the power sector by 2035. The administration has offered billions of dollars to help existing facilities like the Diablo Canyon Power Plant — a nuclear operation on California’s coast that is set to close by the end of 2025 — stay open longer. It is also backing new technologies like small modular reactors that the industry has long said would be cheaper, safer and easier to build than conventional large nuclear reactors.

    The owner of the Palisades facility, Holtec International, said it was reviewing the loan program and other opportunities for its own small reactors as well as bringing the shuttered plant back online.

    “There are a number of hurdles to restarting the facility that would need to be bridged,” the company said in a statement, “but we will work with the state, federal government, and a yet to be identified third-party operator to see if this is a viable option.”

    Rye Development, a company based in West Palm Beach, Fla., that is working on several projects in the Pacific Northwest.

    geothermal power; old coal power plants as sites for large batteries; and old coal mines for solar farms. Such conversions could reduce the need to build projects on undeveloped land, which often takes longer because they require extensive environmental review and can face significant local opposition.

    “We’re in a heap of trouble in siting the many millions of acres of solar we need,” Mr. Reicher said. “It’s six to 10 million acres of land we’ve got to find to site the projected build out of utility scale solar in the United States. That’s huge.”

    Other developers are hoping the government will help finance technologies and business plans that are still in their infancy.

    Timothy Latimer is the chief executive and co-founder of Fervo Energy, a Houston company that uses the same horizontal drilling techniques as oil and gas producers to develop geothermal energy. He said that his firm can produce clean energy 24 hours a day or produce more or less energy over the course of a day to balance out the intermittent nature of wind and solar power and spikes in demand.

    Mr. Latimer claims that the techniques his firm has developed will lower the cost for geothermal power, which in many cases is more expensive than electricity generated from natural gas or solar panels. He has projects under development in Nevada, Utah, Idaho and California and said that the new loan authority could help the geothermal business expand much more quickly.

    “It’s been the talk of the geothermal industry,” Mr. Latimer said. “I don’t think we were expecting good news a month ago, but we’re getting more ready for prime time. We have barely scratched the surface with the amount of geothermal that we can develop in the United States.”

    For all the potential of the new law, critics say that a significant expansion of government loans and loan guarantees could invite more waste and fraud. In addition to Solyndra, the Energy Department has acknowledged that several solar projects that received its loans or loan guarantees have failed or never got off the ground.

    A large nuclear plant under construction in Georgia, Vogtle, has also received $11.5 billion in federal loan guarantees. The plant has been widely criticized for years of delays and billions of dollars in cost overruns.

    “Many of these projects are funded based on political whim rather than project quality,” said Gary Ackerman, founder and former executive director of the Western Power Trading Forum, a coalition of more than 100 utilities and other businesses that trade in energy markets. “That leads to many stranded assets that never live up to their promises and become examples of government waste.”

    But Jamie Carlson, who was a senior adviser to the energy secretary during the Obama administration, said the department learned from its mistakes and developed a better approach to reviewing and approving loan applications. It also worked more closely with businesses seeking money to ensure that they were successful.

    “It used to be this black box,” said Ms. Carlson, who is now an executive at SoftBank Energy. “You just sat in purgatory for like 18 months and sometimes up to two years.”

    Ms. Carlson said the department’s loans serve a vital function because they can help technologies and companies that have demonstrated some commercial success but need more money to become financially viable. “It’s there to finance technologies that are proven but perhaps to banks that are perceived as more risky,” she said.

    Energy executives said they were excited because more federal loans and loan guarantees could turbocharge their plans.

    “The projects that can be done will go faster,” said William W. Funderburk Jr., a former commissioner at the Los Angeles Department of Water and Power who now runs a water and energy company. “This is a tectonic plate shift for the industry — in a good way.”

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    Electric Cars Are Too Costly for Many, Even With Aid in Climate Bill

    Policymakers in Washington are promoting electric vehicles as a solution to climate change. But an uncomfortable truth remains: Battery-powered cars are much too expensive for a vast majority of Americans.

    Congress has begun trying to address that problem. The climate and energy package passed on Sunday by the Senate, the Inflation Reduction Act, would give buyers of used electric cars a tax credit.

    But automakers have complained that the credit would apply to only a narrow slice of vehicles, at least initially, largely because of domestic sourcing requirements. And experts say broader steps are needed to make electric cars more affordable and to get enough of them on the road to put a serious dent in greenhouse gas emissions.

    would eliminate this cap and extend the tax credit until 2032; used cars would also qualify for a credit of up to $4,000.

    With so much demand, carmakers have little reason to target budget-minded buyers. Economy car stalwarts like Toyota and Honda are not yet selling significant numbers of all-electric models in the United States. Scarcity has been good for Ford, Mercedes-Benz and other carmakers that are selling fewer cars than before the pandemic but recording fat profits.

    Automakers are “not giving any more discounts because demand is higher than the supply,” said Axel Schmidt, a senior managing director at Accenture who oversees the consulting firm’s automotive division. “The general trend currently is no one is interested in low prices.”

    Advertised prices for electric vehicles tend to start around $40,000, not including a federal tax credit of $7,500. Good luck finding an electric car at that semi-affordable price.

    Ford has stopped taking orders for Lightning electric pickups, with an advertised starting price of about $40,000, because it can’t make them fast enough. Hyundai advertises that its electric Ioniq 5 starts at about $40,000. But the cheapest models available from dealers in the New York area, based on a search of the company’s website, were around $49,000 before taxes.

    Tesla’s Model 3, which the company began producing in 2017, was supposed to be an electric car for average folks, with a base price of $35,000. But Tesla has since raised the price for the cheapest version to $47,000.

    pass the House, would give buyers of used cars a tax credit of up to $4,000. The used-car market is twice the size of the new-car market and is where most people get their rides.

    But the tax credit for used cars would apply only to those sold for $25,000 or less. Less than 20 percent of used electric vehicles fit that category, said Scott Case, chief executive of Recurrent, a research firm focused on the used-vehicle market.

    The supply of secondhand vehicles will grow over time, Mr. Case said. He noted that the Model 3, which has sold more than any other electric car, became widely available only in 2018. New-car buyers typically keep their vehicles three or four years before trading them in.

    SAIC’s MG unit sells an electric S.U.V. in Europe for about $31,000 before incentives.

    New battery designs offer hope for cheaper electric cars but will take years to appear in lower-priced models. Predictably, next-generation batteries that charge faster and go farther are likely to appear first in luxury cars, like those from Porsche and Mercedes.

    Companies working on these advanced technologies argue that they will ultimately reduce costs for everyone by packing more energy into smaller packages. A smaller battery saves weight and cuts the cost of cooling systems, brakes and other components because they can be designed for a lighter car.

    You can actually decrease everything else,” said Justin Mirro, chief executive of Kensington Capital Acquisition, which helped the battery maker QuantumScape go public and is preparing a stock market listing for the fledgling battery maker Amprius Technologies. “It just has this multiplier effect.”

    $45 million in grants to firms or researchers working on batteries that, among other things, would last longer, to create a bigger supply of used vehicles.

    “We also need cheaper batteries, and batteries that charge faster and work better in the winter,” said Halle Cheeseman, a program director who focuses on batteries at the Advanced Research Projects Agency-Energy, part of the Department of Energy.

    Gene Berdichevsky, chief executive of Sila Nanotechnologies, a California company working on next-generation battery technology, argues that prices are following a curve like the one solar cells did. Prices for solar panels ticked up when demand began to take off, but soon resumed a steady decline.

    The first car to use Sila’s technology will be a Mercedes luxury S.U.V. But Mr. Berdichevsky said: “I’m not in this to make toys for the rich. I’m here to make all cars go electric.” 

    A few manufacturers offer cars aimed at the less wealthy. A Chevrolet Bolt, a utilitarian hatchback, lists for $25,600 before incentives. Volkswagen said this month that the entry-level version of its 2023 ID.4 electric sport utility vehicle, which the German carmaker has begun manufacturing at its factory in Chattanooga, Tenn., will start at $37,500, or around $30,000 if it qualifies for the federal tax credit.

    Then there is the Wuling Hongguang Mini EV, produced in China by a joint venture of General Motors and the Chinese automakers SAIC and Wuling. The car reportedly outsells the Tesla Model 3 in China. While the $4,500 price tag is unbeatable, it is unlikely that many Americans would buy a car with a top speed of barely 60 miles per hour and a range slightly over 100 miles. There is no sign that the car will be exported to the United States.

    Eventually, Ms. Bailo of the Center for Automotive Research said, carmakers will run out of well-heeled buyers and aim at the other 95 percent.

    “They listen to their customers,” she said. “Eventually that demand from high-income earners is going to abate.”

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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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    Elon Musk Moves to End $44 Billion Deal to Buy Twitter

    Owning Twitter is tricky because the platform faces regulatory scrutiny and is embroiled in a debate over free speech online. Its business has also faced difficulties, especially in a competitive market for digital advertising. After Mr. Musk struck the acquisition agreement, Twitter reported 16 percent growth in revenue for the first quarter, below the 20 percent it had predicted.

    Within weeks, Mr. Musk tweeted that the deal was on hold, saying he wanted more details about the volume of spam and fake accounts. At one point, he said striking a deal for Twitter at a lower price was “not out of the question.” He also responded to tweets from Parag Agrawal, Twitter’s chief executive, who posted details of how the company detects and fights spam, with a poop emoji.

    Behind the scenes, Twitter continued giving Mr. Musk and his team access to information about its platform, people with knowledge of the situation have said. Last month, the company agreed to allow Mr. Musk direct access to its “firehose,” the daily stream of millions of tweets that flow through the company’s network. Twitter, which has said roughly 5 percent of its accounts are spam since it went public in 2013, has also said the number is an estimate.

    Even so, the number of fake accounts remained a concern for Mr. Musk. For years before proposing the acquisition, he complained about spam on Twitter and said the company should do more to authenticate its users. In 2020, he appeared at a Twitter employee event and said the company should do more to prevent spam.

    Last month, in a six-paragraph letter, Mr. Musk’s lawyers demanded more information from Twitter about its methods for counting fake accounts and claimed the firm was “actively resisting and thwarting” his rights. The company was “refusing Mr. Musk’s data requests” to disclose the number of fake accounts on its platform, they said. That amounted to a “clear material breach” of the deal, the lawyers continued, saying it gave Mr. Musk the right to break off the agreement.

    Twitter said on Thursday that it had heightened efforts to detect and block spam after Russia used fake accounts to influence the 2016 U.S. presidential election. The company has added new requirements to its sign-up process and said it used human auditors to vet its tally of spam accounts. It also said it removed one million spam accounts each day, and locked millions more per week until the operators of the accounts passed anti-spam tests.

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    How Elon Musk and Tesla Helped Make C.E.O Pay Even Richer

    While those compensation totals are taken from the company’s financial filings, they are often estimates driven by the companies’ attempts to value the stock their chief executives might receive. As a result, the executives may earn less than those totals, especially if the bear market persists and their companies’ stock prices remain depressed, but they could also take home far higher amounts should the stocks recover.

    Many of the highest-ranking executives in the survey received pay packages that were far larger than those of the heads of far bigger companies with much larger profits. For example, Tim Cook, chief executive of Apple, received his first equity award since 2011 last year and had total compensation of $99 million, putting him just 13th in the survey.

    Despite the growth in pay, shareholders, apparently believing that it is being tied to performance, have voted in favor of most packages. Only 3 percent of “say on pay” votes got less than 50 percent support from shareholders in the year through June 3, according to an analysis of 1,444 public companies by Willis Towers Watson, a consulting firm that advises companies on executive pay programs and corporate governance matters.

    For several years, public companies have had to compare their chief executive’s compensation with that of a typical employee, the result of a regulation passed by Congress that aimed to help investors assess the level of executive pay. Last year, chief executives earned 339 times more than the median pay of employees at their companies, up from 311 times in 2020, according to Equilar. The median employee wage rose 10 percent last year, to $92,349 from $83,808.

    Last year’s executive pay jumped in part because corporate boards, which decide chief executive compensation, wanted to reward top officers for navigating their companies through the pandemic.

    In addition, the stock market rallied in 2021, and the value of stock grants, which typically constitute the largest share of chief executive compensation, was also higher. When stock prices are rising, boards tend to say executives are doing a good job — and pay them more.

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    Tesla to Cut 10% of Salaried Staff, Musk Tells Employees

    Tesla’s chief executive, Elon Musk, plans to cut 10 percent of the electric carmaker’s salaried work force, he told staff in an email on Friday.

    The job cuts will not apply to employees who build cars or batteries or who install solar panels, and the number of hourly employees will increase, Mr. Musk said in the email, a copy of which was reviewed by The New York Times. “Tesla will be reducing salaried head count by 10 percent, as we have become over staffed in many areas,” he said.

    Reuters reported the news earlier, citing a different email that Mr. Musk sent only to Tesla executives. The automaker’s share price closed on Friday down about 9 percent after that article was published.

    Tesla’s staff has grown substantially as sales have surged and it has built new factories, including two that opened this year near Berlin and Austin, Texas. The company employed more than 99,000 workers at the end of last year. Just two years earlier, Tesla had 48,000.

    2017 and 2018.

    In recent weeks, investors have begun questioning the company’s sky-high stock price. The market values the company at more than $728 billion, more than several other large automakers combined. Tesla’s shares are down about 40 percent from their high at the end of last year, bringing attention to the risks the company faces from growing competition, accusations of racial discrimination and production problems at its factory in Shanghai.

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    “From a corporate good-governance perspective, Tesla has a lot of red flags,” Andrew Poreda, a senior analyst who specializes in socially responsible investing at Sage Advisory Services, an investment firm in Austin, told The Times last month. “There are almost no checks and balances.”

    Mr. Musk’s management style and success — he is listed as the world’s richest man by Bloomberg and Forbes — have earned him admirers but have made him a lightning rod. Tesla has lost a number of top executives in recent years, many of whom have gone on to top jobs at other automakers, tech companies and battery makers.

    Recently, Mr. Musk praised the work ethic in China, where labor conditions can be harsh or even abusive, suggesting that workers in the United States were lazy. “They won’t just be burning the midnight oil. They’ll be burning the 3 a.m. oil,” he said about Chinese workers in an interview with The Financial Times. “So they won’t even leave the factory type of thing. Whereas in America, people are trying to avoid going to work at all.”

    Still, some analysts remain bullish about Tesla’s prospects. “In our view, Tesla likely does not need to hire any more employees to maintain its growth, and we think the plan to reduce the work force likely shows that Tesla over hired last year,” Seth Goldstein, a senior equity analyst at Morningstar, said in a note on Friday.

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