Tesla’s Slow Disclosure Raises Governance, Social Media Concerns

Tesla’s handling of Chief Executive Elon Musk’s proposal to take the carmaker private and its failure to promptly file a formal disclosure has raised governance concerns and sparked questions about how companies use social media.

Musk stunned investors last Tuesday by announcing on Twitter that he was considering taking Tesla private in a potential $72 billion transaction and that “funding” had been “secured.”

Tesla’s shares closed up 11 percent before retrenching after the Wall Street Journal reported that the U.S. Securities and Exchange Commission (SEC) had asked Tesla why Musk announced his plans on Twitter and whether his statement was truthful.

Musk provided no details of his funding until Monday, when he said in a blog on Tesla’s website that he was in discussions with Saudi Arabia’s sovereign wealth fund and other potential backers but that financing was not yet nailed down.

Musk said his tweet and blogs were issued in his personal capacity as a private bidder for Tesla’s stock. A Tesla spokesman pointed Reuters to Musk’s blog in response to a request for comment.

Putting aside whether Musk misled anyone, the unorthodox manner in which he announced the news and Tesla’s failure to promptly clarify the situation with a regulatory filing is a corporate governance lapse that raises questions about how companies use social media to release market-moving news, securities lawyers said.

“Management buyouts or other take-private transactions already suffer from serious information asymmetry between management and public shareholders,” said Gabriel Rauterberg, a University of Michigan law professor.

SEC rules typically require companies to file an 8-K form within four business days of a significant corporate event.

While several securities lawyers said Musk’s tweets alone did not trigger this obligation, such a filing would be prudent given the unusual circumstances, David Axelrod, a partner at law firm Ballard Spahr LLP, said.

“An 8-K would provide some more details, it would say what stage negotiations are in, and provide more information than 53 characters in a tweet,” he added.

Full and fair disclosure

SEC guidelines published in 2013 allow companies and their executives to use social media to distribute material information, provided investors have been alerted that this is a possibility. Tesla did this in a 2013 filing.

But such disclosures have to be full and fair, meaning the information is complete and accessible by all investors at the same time, a bar that Musk’s tweets may not have met.

“Twitter is not designed to provide full and fair disclosure. That doesn’t mean that you couldn’t, but in a series of 20 to 30 characters I’m not sure you’re getting full disclosure,” said Zachary Fallon, a former SEC attorney and principal at law firm Blakemore Fallon.

The SEC declined to comment Monday.

Securities lawyers said there was also a question mark over whether Musk selectively disclosed information on the possible terms of the deal when he subsequently replied to followers, two of whom claim in their handles to be investors.

Those tweets were not immediately visible to all followers of Musk’s main feed until he retweeted them.

History of Twitter use

The 47-year-old billionaire’s history of joking about Tesla and using twitter to bait his critics also appears to have undermined trust in Musk’s feed as a reliable source of company information, with many investors initially believing Tuesday’s tweet was a prank.

In his blog, Musk said he made the announcement on Twitter to ensure all investors were aware of his plan before speaking with the company’s largest shareholders.

But his claim to have done so as a private person presents a potential conflict of interest, said Nimish Patel, a lawyer with Mitchell Silberberg & Knupp.

“If you’re speaking on behalf of the company using resources like Twitter and the company website, while at the same time saying you’re a private individual expressing your own personal views, you are being inconsistent and creating confusion for investors. And when there’s confusion, the SEC is likely going to get involved,” he added.

From: MeNeedIt

Like ‘The Wife,’ Glenn Close Says She Is Late Bloomer

Glenn Close may be known for playing strong, often ruthless women, but like her long-subdued character in The Wife she says she’s only just starting to feel comfortable in her own skin.

Close plays Joan, the self-effacing spouse of a successful novelist in The Wife, which opens in the United States on Friday as women in Hollywood and beyond are demanding a louder voice.

Decades of suppressing her own talents and desires in support of her husband’s career begin to unravel when he wins the Nobel Prize for literature and a biographer probes the couple’s life.

“The film took 14 years to get made and who knew that it would be incredibly relevant?” Close, 71, told Reuters. The film is based on the 2003 book of the same name by Meg Wolitzer.

Close’s performance has won rave reviews, sparking talk of a potential seventh Oscar nomination next year. The Hollywood Reporter said the actress “commands the center of The Wife: still, formidable and impossible to look away from.”

Despite a 40-year career, three Emmy awards, three Tonys and six Oscar nominations, the star of Fatal Attraction and the TV drama Damages says she feels she is just beginning.

“I’m a very late bloomer. It took me a very long time to learn some basic things. That’s why it’s kind of wonderful and ironic for me to be at this point at my life and feel like it’s just the beginning,” she said.

Close launched her acting career in the theater in the 1970s and said she feels lucky to have found success in job she is so passionate about.

“I think I’m at a time in my life where I’ve finally accepted certain things about myself, and it’s OK. The fact that I’m not a hugely social person, that I’m very much in my head is OK,” she said. “I feel happier and more calm and more excited about life than I ever have.”

From: MeNeedIt

Erdogan Claims Lira Plunge a ‘Political Plot’ Against Turkey

Turkish President Recep Tayyip Erdogan, embroiled in a bitter dispute with the U.S., a NATO ally, contended Sunday the plunging value of his country’s lira currency amounted to a “political plot” against Turkey.

Erdogan, speaking to political supporters in the Black Sea resort of Trabzon, said, “The aim of the operation is to make Turkey surrender in all areas, from finance to politics. We are once again facing a political, underhand plot. With God’s permission we will overcome this.”

U.S. President Donald Trump has feuded with Erdogan over several issues, including the detention of an American pastor in Turkey, whom Turkey has held since 2016 and accused of espionage. Turkey last month released the evangelical preacher from a prison, but is still detaining him under house arrest pending his trial, despite the demands of the U.S.

With the dispute intensifying, Trump on Friday doubled steel and aluminum tariffs on Turkey, sending the beleaguered lira plunging 16 percent, part of a 40 percent plummet for the currency this year. In early Asian trading Monday, the lira fell to a record low of 7.06 against the dollar.

“What is the reason for all this storm in a tea cup?” Erdogan said. “There is no economic reason for this … This is called carrying out an operation against Turkey.”

Erdogan renewed his call for Turks to sell dollars and buy lira to boost the currency, while telling business owners to not stockpile the American currency.

“I am specifically addressing our manufacturers: Do not rush to the banks to buy dollars,” he said. “Do not take a stance saying, ‘We are bankrupt, we are done, we should guarantee ourselves.’ If you do that, that would be wrong. You should know that to keep this nation standing is … also the manufacturers’ duty.”

Erdogan signaled he was not looking to offer concessions to the United States, or financial markets.

“We will give our answer, by shifting to new markets, new partnerships and new alliances,” said Erdogan, who in recent years has built closer ties with countries in Latin America, Africa and Asia. “Some close the doors and some others open new ones.”

He indicated Turkey’s relationship with Washington was imperiled.

“We can only say ‘good-bye’ to anyone who sacrifices its strategic partnership and a half century alliance with a country of 81 million for the sake of relations with terror groups,” he said. “You dare to sacrifice 81-million Turkey for a priest who is linked to terror groups?”

American pastor Andrew Brunson, if convicted, faces a jail term of 35 years. Trump has described his detention as a “total disgrace” and urged Erdogan to free him immediately.

From: MeNeedIt

Erdogan Claims Lira Plunge a ‘Political Plot’ Against Turkey

Turkish President Recep Tayyip Erdogan, embroiled in a bitter dispute with the U.S., a NATO ally, contended Sunday the plunging value of his country’s lira currency amounted to a “political plot” against Turkey.

Erdogan, speaking to political supporters in the Black Sea resort of Trabzon, said, “The aim of the operation is to make Turkey surrender in all areas, from finance to politics. We are once again facing a political, underhand plot. With God’s permission we will overcome this.”

U.S. President Donald Trump has feuded with Erdogan over several issues, including the detention of an American pastor in Turkey, whom Turkey has held since 2016 and accused of espionage. Turkey last month released the evangelical preacher from a prison, but is still detaining him under house arrest pending his trial, despite the demands of the U.S.

With the dispute intensifying, Trump on Friday doubled steel and aluminum tariffs on Turkey, sending the beleaguered lira plunging 16 percent, part of a 40 percent plummet for the currency this year. In early Asian trading Monday, the lira fell to a record low of 7.06 against the dollar.

“What is the reason for all this storm in a tea cup?” Erdogan said. “There is no economic reason for this … This is called carrying out an operation against Turkey.”

Erdogan renewed his call for Turks to sell dollars and buy lira to boost the currency, while telling business owners to not stockpile the American currency.

“I am specifically addressing our manufacturers: Do not rush to the banks to buy dollars,” he said. “Do not take a stance saying, ‘We are bankrupt, we are done, we should guarantee ourselves.’ If you do that, that would be wrong. You should know that to keep this nation standing is … also the manufacturers’ duty.”

Erdogan signaled he was not looking to offer concessions to the United States, or financial markets.

“We will give our answer, by shifting to new markets, new partnerships and new alliances,” said Erdogan, who in recent years has built closer ties with countries in Latin America, Africa and Asia. “Some close the doors and some others open new ones.”

He indicated Turkey’s relationship with Washington was imperiled.

“We can only say ‘good-bye’ to anyone who sacrifices its strategic partnership and a half century alliance with a country of 81 million for the sake of relations with terror groups,” he said. “You dare to sacrifice 81-million Turkey for a priest who is linked to terror groups?”

American pastor Andrew Brunson, if convicted, faces a jail term of 35 years. Trump has described his detention as a “total disgrace” and urged Erdogan to free him immediately.

From: MeNeedIt

Erdogan Claims Lira Plunge a ‘Political Plot’ Against Turkey

Turkish President Recep Tayyip Erdogan, embroiled in a bitter dispute with the U.S., a NATO ally, contended Sunday the plunging value of his country’s lira currency amounted to a “political plot” against Turkey.

Erdogan, speaking to political supporters in the Black Sea resort of Trabzon, said, “The aim of the operation is to make Turkey surrender in all areas, from finance to politics. We are once again facing a political, underhand plot. With God’s permission we will overcome this.”

U.S. President Donald Trump has feuded with Erdogan over several issues, including the detention of an American pastor in Turkey, whom Turkey has held since 2016 and accused of espionage. Turkey last month released the evangelical preacher from a prison, but is still detaining him under house arrest pending his trial, despite the demands of the U.S.

With the dispute intensifying, Trump on Friday doubled steel and aluminum tariffs on Turkey, sending the beleaguered lira plunging 16 percent, part of a 40 percent plummet for the currency this year. In early Asian trading Monday, the lira fell to a record low of 7.06 against the dollar.

“What is the reason for all this storm in a tea cup?” Erdogan said. “There is no economic reason for this … This is called carrying out an operation against Turkey.”

Erdogan renewed his call for Turks to sell dollars and buy lira to boost the currency, while telling business owners to not stockpile the American currency.

“I am specifically addressing our manufacturers: Do not rush to the banks to buy dollars,” he said. “Do not take a stance saying, ‘We are bankrupt, we are done, we should guarantee ourselves.’ If you do that, that would be wrong. You should know that to keep this nation standing is … also the manufacturers’ duty.”

Erdogan signaled he was not looking to offer concessions to the United States, or financial markets.

“We will give our answer, by shifting to new markets, new partnerships and new alliances,” said Erdogan, who in recent years has built closer ties with countries in Latin America, Africa and Asia. “Some close the doors and some others open new ones.”

He indicated Turkey’s relationship with Washington was imperiled.

“We can only say ‘good-bye’ to anyone who sacrifices its strategic partnership and a half century alliance with a country of 81 million for the sake of relations with terror groups,” he said. “You dare to sacrifice 81-million Turkey for a priest who is linked to terror groups?”

American pastor Andrew Brunson, if convicted, faces a jail term of 35 years. Trump has described his detention as a “total disgrace” and urged Erdogan to free him immediately.

From: MeNeedIt

UN Stepping Up Ebola Screening of Refugees Fleeing DR Congo

The U.N. refugee agency reports it is stepping up efforts to reduce the risk of the spread of the deadly Ebola virus as refugees flee DR Congo. Latest estimates put the number of confirmed and probable cases of Ebola in eastern DRC at 49, including 38 deaths.

The U.N. refugee agency is working closely with DRC authorities and other agencies on actions to contain Ebola on the national and regional level. But, its main focus is to monitor possible Ebola infections among refugees fleeing across the border, mainly to Uganda, from conflict ridden North Kivu and Ituri.

UNHCR spokesman, William Spindler says the number of newly arriving refugees into Uganda from these two Ebola affected provinces increased during July from 170 a day to 250 a day. He says the majority currently is crossing at the Kisoro border point.

“So UNHCR is working with WHO, UNICEF and other partners and with the Ministry of Health of Uganda to intensify screening for Ebola at all border entry points. And, additional health workers have been deployed in the border districts to improve response capacity,” he said.

Spindler notes the World Health Organization is not recommending any restriction on the movement of people. Therefore, he says UNHCR is urging countries neighboring DRC to allow refugees in need of protection to enter their territory and to include them into preparedness and response plans and activities.

The UNHCR says refugees are at the same risk of contracting and transmitting the Ebola virus disease as local farmers, merchants, business people and others moving through the area. Therefore, it urges governments and local communities not to adopt measures that single out refugees. Those measures may not be scientifically sound and will only serve to stigmatize and restrict refugees’ freedom of movement.

 

 

 

From: MeNeedIt

UN Stepping Up Ebola Screening of Refugees Fleeing DR Congo

The U.N. refugee agency reports it is stepping up efforts to reduce the risk of the spread of the deadly Ebola virus as refugees flee DR Congo. Latest estimates put the number of confirmed and probable cases of Ebola in eastern DRC at 49, including 38 deaths.

The U.N. refugee agency is working closely with DRC authorities and other agencies on actions to contain Ebola on the national and regional level. But, its main focus is to monitor possible Ebola infections among refugees fleeing across the border, mainly to Uganda, from conflict ridden North Kivu and Ituri.

UNHCR spokesman, William Spindler says the number of newly arriving refugees into Uganda from these two Ebola affected provinces increased during July from 170 a day to 250 a day. He says the majority currently is crossing at the Kisoro border point.

“So UNHCR is working with WHO, UNICEF and other partners and with the Ministry of Health of Uganda to intensify screening for Ebola at all border entry points. And, additional health workers have been deployed in the border districts to improve response capacity,” he said.

Spindler notes the World Health Organization is not recommending any restriction on the movement of people. Therefore, he says UNHCR is urging countries neighboring DRC to allow refugees in need of protection to enter their territory and to include them into preparedness and response plans and activities.

The UNHCR says refugees are at the same risk of contracting and transmitting the Ebola virus disease as local farmers, merchants, business people and others moving through the area. Therefore, it urges governments and local communities not to adopt measures that single out refugees. Those measures may not be scientifically sound and will only serve to stigmatize and restrict refugees’ freedom of movement.

 

 

 

From: MeNeedIt

‘Everybody Should See This’: Perseids Light up Bosnian Sky

A meteor shower lit up the skies above eastern Bosnia Saturday night, giving star gazers a rare opportunity to see a display of shooting stars with the naked eye.

“I think that everybody should see this,” said Miralem Mehic, a Bosnian from an international group of star gazers who watched the light show at the Sand Pyramids, an area of naturally occurring sand columns, near the town of Foca.

The so-called Perseids meteor shower returns to the skies every August and are best viewed in the northern hemisphere in isolated areas where there is little light pollution.

They arise when the Earth passes through the debris of Comet 109P/Swift-Tuttle, which was discovered in 1862.

Meteors are parts of rock and dust that hit the Earth’s atmosphere, heat up and glow. Most vaporize as they descend, but some explode.

“This year the moon is young and will not obstruct the vision, so we will be able to see 100 ‘shooting stars’ an hour,” Muhamed Muminovic, a member of the Sarajevo Orion astrological society, told Reuters.

From: MeNeedIt

‘Everybody Should See This’: Perseids Light up Bosnian Sky

A meteor shower lit up the skies above eastern Bosnia Saturday night, giving star gazers a rare opportunity to see a display of shooting stars with the naked eye.

“I think that everybody should see this,” said Miralem Mehic, a Bosnian from an international group of star gazers who watched the light show at the Sand Pyramids, an area of naturally occurring sand columns, near the town of Foca.

The so-called Perseids meteor shower returns to the skies every August and are best viewed in the northern hemisphere in isolated areas where there is little light pollution.

They arise when the Earth passes through the debris of Comet 109P/Swift-Tuttle, which was discovered in 1862.

Meteors are parts of rock and dust that hit the Earth’s atmosphere, heat up and glow. Most vaporize as they descend, but some explode.

“This year the moon is young and will not obstruct the vision, so we will be able to see 100 ‘shooting stars’ an hour,” Muhamed Muminovic, a member of the Sarajevo Orion astrological society, told Reuters.

From: MeNeedIt

‘Everybody Should See This’: Perseids Light up Bosnian Sky

A meteor shower lit up the skies above eastern Bosnia Saturday night, giving star gazers a rare opportunity to see a display of shooting stars with the naked eye.

“I think that everybody should see this,” said Miralem Mehic, a Bosnian from an international group of star gazers who watched the light show at the Sand Pyramids, an area of naturally occurring sand columns, near the town of Foca.

The so-called Perseids meteor shower returns to the skies every August and are best viewed in the northern hemisphere in isolated areas where there is little light pollution.

They arise when the Earth passes through the debris of Comet 109P/Swift-Tuttle, which was discovered in 1862.

Meteors are parts of rock and dust that hit the Earth’s atmosphere, heat up and glow. Most vaporize as they descend, but some explode.

“This year the moon is young and will not obstruct the vision, so we will be able to see 100 ‘shooting stars’ an hour,” Muhamed Muminovic, a member of the Sarajevo Orion astrological society, told Reuters.

From: MeNeedIt

‘Everybody Should See This’: Perseids Light up Bosnian Sky

A meteor shower lit up the skies above eastern Bosnia Saturday night, giving star gazers a rare opportunity to see a display of shooting stars with the naked eye.

“I think that everybody should see this,” said Miralem Mehic, a Bosnian from an international group of star gazers who watched the light show at the Sand Pyramids, an area of naturally occurring sand columns, near the town of Foca.

The so-called Perseids meteor shower returns to the skies every August and are best viewed in the northern hemisphere in isolated areas where there is little light pollution.

They arise when the Earth passes through the debris of Comet 109P/Swift-Tuttle, which was discovered in 1862.

Meteors are parts of rock and dust that hit the Earth’s atmosphere, heat up and glow. Most vaporize as they descend, but some explode.

“This year the moon is young and will not obstruct the vision, so we will be able to see 100 ‘shooting stars’ an hour,” Muhamed Muminovic, a member of the Sarajevo Orion astrological society, told Reuters.

From: MeNeedIt

NASA Sends Parker Solar Probe to ‘Go Touch the Sun’

A NASA spacecraft rocketed toward the sun Sunday on an unprecedented quest to get closer to our star than anything ever sent before.

The Parker Solar Probe will fly straight through the wispy edges of the corona, or outer solar atmosphere, that was visible during last August’s total solar eclipse. It eventually will get within 3.8 million (6 million kilometers) of the sun’s surface, staying comfortably cool despite the extreme heat and radiation, and allowing scientists to vicariously explore the sun in a way never before possible.

No wonder scientists consider it the coolest, hottest mission under the sun, and what better day to launch to the sun than Sunday as NASA noted.

“Fly baby girl, fly!!” project scientist Nicola Fox of Johns Hopkins University tweeted just before liftoff. She urged it to “go touch the sun!”

Protected by a revolutionary new carbon heat shield and other high-tech wonders, the spacecraft will zip past Venus in October. That will set up the first solar encounter in November. Altogether, the Parker probe will make 24 close approaches to the sun on the seven-year, $1.5 billion undertaking.

​Parker watches namesake go

For the second straight day, thousands of spectators jammed the launch site in the middle of the night as well as surrounding towns, including 91-year-old astrophysicist Eugene Parker for whom the spacecraft is named. He proposed the existence of solar wind, a steady, supersonic stream of particles blasting off the sun, 60 years ago.

“All I can say is, ‘Wow, here we go.’ We’re in for some learning over the next several years,”  Parker said.

It was the first time NASA named a spacecraft after someone still alive, and Parker wasn’t about to let it take off without him. Saturday morning’s launch attempt was foiled by last-minute technical trouble.

“I’m just so glad to be here with him,” said NASA’s science mission chief, Thomas Zurbuchen. “Frankly, there’s no other name that belongs on this mission.”

The Delta IV Heavy rocket thundered into the pre-dawn darkness, thrilling onlookers for miles around. NASA needed the mighty 23-story rocket, plus a third stage, to get the diminutive Parker probe, the size of a small car and well under a ton, racing toward the sun.

From Earth, it is 93 million miles to the sun (150 million kilometers), and the Parker probe will be within 4 percent of that distance. That will be seven times closer than previous spacecraft.​

Speed record on agenda

Parker will start shattering records this fall.On its very first brush with the sun, it will come within 15.5 million miles (25 million kilometers), easily beating the current record set by NASA’s Helios 2 spacecraft in 1976. By the time Parker gets to its 22nd orbit of the sun, it will be even deeper into the corona and traveling at a record-breaking 430,000 mph (690,000 kilometers per hour).

Nothing from Planet Earth has ever hit that kind of speed.

Even Fox has difficulty comprehending the mission’s derring-do.

“To me, it’s still mind-blowing,” she said. “Even I still go, ‘Really? We’re doing that?’”

Zurbuchen considers the sun the most important star in our universe — it’s ours, after all — and so this is one of NASA’s big-time strategic missions. By better understanding the sun’s life-giving and sometimes violent nature, Earthlings can better protect satellites and astronauts in orbit, and power grids on the ground, he noted. In today’s tech-dependent society, everyone stands to benefit.

With this mission, scientists hope to unlock the many mysteries of the sun, a commonplace yellow dwarf star around 4.5 billion years old. Among the puzzlers: Why is the corona hundreds of times hotter than the surface of the sun and why is the sun’s atmosphere continually expanding and accelerating, as the University of Chicago’s Parker accurately predicted in 1958?

“The only way we can do that is to finally go up and touch the sun,” Fox said. “We’ve looked at it. We’ve studied it from missions that are close in, even as close as the planet Mercury. But we have to go there.”

The spacecraft’s heat shield will serve as an umbrella, shading the science instruments during the close, critical solar junctures. Sensors on the spacecraft will make certain the heat shield faces the sun at the right times. If there’s any tilting, the spacecraft will correct itself so nothing gets fried. With a communication lag time of 16 minutes each way, the spacecraft must fend for itself at the sun. The Johns Hopkins flight controllers in Laurel, Maryland, will be too far away to help.

​Technology catches up to the dream

A mission to get close up and personal with our star has been on NASA’s books since 1958. The trick was making the spacecraft small, compact and light enough to travel at incredible speeds, while surviving the sun’s punishing environment and the extreme change in temperature when the spacecraft is out near Venus.

“We’ve had to wait so long for our technology to catch up with our dreams,” Fox said. “It’s incredible to be standing here today.”

More than 1 million names are aboard the spacecraft, submitted last spring by space enthusiasts, as well as photos of Parker, the man, and a copy of his 1958 landmark paper on solar wind.

“I’ll bet you 10 bucks it works,” Parker said.

From: MeNeedIt