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.

How to Find and Delete Where Google Knows You’ve Been

Even if you have “Location History” off, Google often stores your precise location. Here’s how to delete those markers and some best-effort practices that keep your location as private as possible.

But there’s no panacea, because simply connecting to the internet on any device flags an IP address that can be geographically mapped. Smartphones also connect to cell towers, so your carrier knows your general location at all times.

To prevent further tracking

For any device:

Fire up your browser and go to myactivity.google.com. (You’ll need to be logged into Google) On the upper left drop-down menu, go to “Activity Controls.” Turn off both “Web & App Activity” and “Location History.” That should prevent precise location markers from being stored to your Google account.

Google will warn you that some of its services won’t work as well with these settings off. In particular, neither the Google Assistant, a digital concierge, nor the Google Home smart speaker will be particularly useful.

On iOS:

If you use Google Maps, adjust your location setting to “While Using” the app; this will prevent the app from accessing your location when it’s not active. Go to Settings Privacy Location Services and from there select Google Maps to make the adjustment.

In the Safari web browser, consider using a search engine other than Google. Under Settings Safari Search Engine, you can find other options like Bing or DuckDuckGo. You can turn location off while browsing by going to Settings Privacy Location Services Safari Websites, and turn this to “Never.” (This still won’t prevent advertisers from knowing your rough location based on IP address on any website).

You can also turn Location Services off to the device almost completely from Settings Privacy Location Services. Both Google Maps and Apple Maps will still work, but they won’t know where you are on the map and won’t be able to give you directions. Emergency responders will still be able to find you if the need arises.

On Android:

Under the main settings icon click on “Security & location.” Scroll down to the “Privacy” heading. Tap “Location.” You can toggle it off for the entire device.

Use “App-level permissions” to turn off access to various apps. Unlike the iPhone, there is no setting for “While Using.” You cannot turn off Google Play services, which supplies your location to other apps if you leave that service on.

Sign in as a “guest” on your Android device by swiping down from top and tapping the downward-facing caret, then again on the torso icon. Be aware of which services you sign in on, like Chrome.

You can also change search engines even in Chrome.

To delete past location tracking:

For any device:

On the page myactivity.google.com, look for any entry that has a location pin icon beside the word “details.” Clicking on that pops up a window that includes a link that sometimes says “From your current location.” Clicking on it will open Google Maps, which will display where you were at the time.

You can delete it from this popup by clicking on the navigation icon with the three stacked dots and then “Delete.”

Some items will be grouped in unexpected places, such as topic names, google.com, Search, or Maps. You have to delete them item by item. You can wholesale delete all items in date ranges or by service, but will end up taking out more than just location markers.

 

Samsung’s New Phone Shows How Hardware Innovation Has Slowed

Samsung’s new smartphone illustrates the limits of innovation at time when hardware advances have slowed.

The new phone, the Galaxy Note 9, will be faster and will last longer without a recharge. But while earth-shattering new features are in short supply, it will carry an earth-shattering price tag: $1,000.

The minor improvements reflect a smartphone industry that has largely pushed the limits on hardware. Major changes tend to come every few years rather than annually, and this isn’t the year for anything revolutionary in the Note.

The new phone will get some automatic photo editing and a stylus that can serve as a remote control. But the highlights will be a bigger battery, a faster processor and improved cellular speeds.

“You don’t see massive breakthroughs anymore from a hardware perspective,” said Carolina Milanesi, an analyst with Creative Strategies. “Everything is a little bit better, but nothing’s revolutionary.”

A 21 percent boost in battery capacity from last year’s Note 8 should translate to more than a day of normal use without a recharge. Samsung has been conservative on battery improvements ever since its Note 7 phone in 2016 developed a tendency to burst into flame, prompting an expensive recall and delivering a hit to the company’s reputation.

Since then, Samsung has subjected its phones to multiple inspections, including X-rays and stress tests at extreme temperatures. The company is also sending phones to outside labs, including UL, for independent safety tests.

“We’re three generations removed now,” Samsung’s director of U.S. product marketing, Suzanne De Silva, said of the company’s renewed confidence in the battery. “This is the right innovation at the right time.”

Although Samsung’s Note phones are large, niche products intended for power users, they offer a preview of what’s to come in the mass-market Galaxy S line. A dual-lens camera, with better zooming, came to the Note 8 months before the S9 Plus got it, for instance. The Note also got curved edges before that became standard on Samsung’s flagship phones.

The new phones will come out Aug. 24 in the U.S. Borrowing from the iPhone’s playbook, the Note 9 will have the same price regardless of carrier. The starting price is $1,000, an increase from the Note 8, but on par with Apple’s top-of-the-line iPhone X. The Note 9 will get double the storage, at 128 gigabytes, compared with typical high-end phones, including the iPhone X. Samsung will also sell a 512-gigabyte version for power users for $1,250.

Even though the improvements from last year aren’t huge, Technalysis Research analyst Bob O’Donnell said they will come across as major for those who haven’t upgraded for a few years.

Thursday’s announcement in New York comes about a month before Apple is expected to unveil new iPhones. There’s been speculation — unconfirmed by Apple — that all new iPhones will ditch the home button and fingerprint sensor and rely entirely on facial-recognition technology found in the iPhone X. The Note 9 will still have a fingerprint sensor on the back of the phone. In a jab at Apple, Samsung executives also frequently emphasize that their phones have standard headphone jacks, which newer iPhones no longer do.

The camera in the Note 9 will use artificial intelligence to detect what’s in a scene — whether that’s food, flowers or a sunset — to automatically tweak images to make them pop. It’s much like applying filters with an app, except that the phone will do this itself, much the way Google’s Pixel phones already do.

As with the Pixel, the Note won’t be saving a version without the tweaks. Purists can turn the feature off to get images that reflect what the eye sees — an option unavailable with Pixel. The camera will also offer a warning if someone blinked in a shot, or if the image is blurry.

The Note’s stylus will now have Bluetooth, allowing people to control phones and apps from up to 30 feet away. This will let people control music or snap selfies just by clicking the stylus.

Samsung also said the popular shooter game “Fortnite” is coming to Android and will be exclusive to Samsung phones until Sunday.

Tesla Board Evaluating CEO Musk’s Idea to Go Private

Tesla Inc’s board said it was evaluating taking the company private, a day after Chief Executive Elon Musk surprised shareholders with the idea of launching the biggest leveraged buyout of all time.

In a statement on Tesla’s website on Wednesday, six of Tesla’s nine directors said the board had met several times over the last week to discuss such an idea and was “taking the appropriate next steps to evaluate this.”

Musk said on Twitter on Tuesday that he was considering taking the loss-making electric car-maker private at $420 a share, which would value a deal at more than $70 billion. He said funding was “secured,” without elaborating.

Tesla said on Wednesday the discussions had addressed the issue of how to fund such a deal, but gave no details. The statement did not address how the $420-per-share price was established.

Several securities attorneys told Reuters that Musk could face investor lawsuits if it was proven he did not have secure financing at the time of his tweet.

Public companies have four days to report certain material events that shareholders should know about to the U.S. Securities and Exchange Commission.

Tesla’s shares were down 2.1 percent at $371.70 on Wednesday after closing up 11 percent on Tuesday.

Some Wall Street analysts were skeptical of Musk’s ability to gather the huge financial backing to complete such a deal, given that Tesla loses money, has $10.9 billion of debt and its bonds are rated junk by credit ratings agencies.

“Who gives $30 to $50 billion to buy back the shares?” asked NordLB analyst Frank Schwope. “And if you stay as a shareholder you get less information than before and you depend more and more on Elon Musk.”

The deal would be the biggest leveraged buyout of all time, beating the $45-billion record set by Texas power utility Energy Future Holdings.

The most obvious equity partners for Musk would be a sovereign wealth fund such as Saudi Arabia’s Public Investment Fund (PIF), which sources said on Tuesday had taken a stake of just below 5 percent in Tesla, or a major technology investment fund such as SoftBank Group Corp’s Vision Fund, bankers said.

China’s Tencent Holdings Ltd, which took a 5-percent stake in Tesla last year, could also be a possible partner.

Surprise move

In a letter after his tweet on Tuesday, Musk fleshed out his idea, suggesting shareholders would get the option to sell their shares for $420 each or remain investors in a private Tesla, out of the glare of Wall Street and its need for positive quarterly results.

He said that would allow Tesla to “operate at its best, free from as much distraction and short-term thinking as possible.” Some on Wall Street shared that view.

“They’re being bombarded with questions that we don’t think are as relevant to the long-term value of the company,” said Sam Korus, an analyst for ARK Investment Management, which had 443,874 Tesla shares as of June 30. Korus said he would need more details from Musk to judge whether a buyout offer would be practical and at what price it would be attractive.

Musk has been under intense pressure this year to turn his money-losing, debt-laden company into a profitable higher-volume manufacturer, a prospect that has sent Tesla’s valuation higher than that of General Motors Co.

The company is still working its way out of what Musk called “production hell” at its home factory in Fremont, California, where a series of manufacturing challenges delayed the ramp-up of production of its new Model 3 sedan, on which the company’s profitability rests.

Going private is one way to avoid close scrutiny by the public market as Musk and the company face those challenges. Musk has feuded publicly with regulators, critics, short sellers and reporters, and some analysts suggested that less transparency would be welcomed by Musk.

The six board members who issued the statement on Wednesday included James Murdoch, chief executive of Twenty-First Century Fox Inc and Brad Buss, who was the chief financial officer of solar panel maker SolarCity until it was bought by Tesla in 2016.

Other board members mentioned in the statement included Robyn Denholm, Ira Ehrenpreis, Antonio Gracias and Linda Johnson Rice. Tesla’s other board members are Musk, his brother Kimbal Musk and venture capitalist Steve Jurvetson.

Twitter Breaks With Tech Giants, Keeps Alt-Right InfoWars

After several social media outlets banned alt-right conspiracy theorist Alex Jones and his show InfoWars earlier this week, Twitter announced it would be keeping Jones, sparking backlash from users.

“We didn’t suspend Alex Jones or Infowars yesterday. We know that’s hard for many but the reason is simple: he hasn’t violated our rules,” Twitter CEO Jack Dorsey wrote. Jones, who has become notorious for hosting The Alex Jones Show on InfoWars, has more than 860,000 followers on Twitter.

On Monday, sites such as YouTube and Facebook banned Jones and his pages from their platforms, claiming that Jones’s videos violated the sites’ hate speech guidelines.

Jones has repeatedly used language incendiary towards Muslim and transgender people, and in July he appeared to threaten to shoot U.S. Special Counsel Robert Mueller, who is investigating President Trump and his White House on possible ties to Russia.

“[Mueller is] a demon I will take down, or I’ll die trying,” Jones said on a July broadcast, miming a gun-firing motion with his hands. “You’re going to get it, or I’m going to die trying, bitch.”

In the past, Jones has baselessly alleged the 9/11 terrorist attacks and the 2012 Sandy Hook Elementary School Shooting in Connecticut were hoaxes perpetrated by the U.S. government.

Several parents of children killed in the Sandy Hook shooting are suing Jones for defamation. In a court document, the parents of one of the slain children claimed Jones broadcast his personal information on his show. At the time of its removal, Jones’s YouTube channel had more than 2.4 million subscribers, with 1.5 billion views across all of its videos.

Twitter’s hateful conduct guidelines bar “wishes for the physical harm, death, or disease of individuals or groups” as well as “behavior that incites fear about a protected group.”

“We do not tolerate behavior that harasses, intimidates, or uses fear to silence another person’s voice,” the site’s guidelines say.

While Dorsey acknowledged in a Tweet that accounts such as InfoWars can “sensationalize issues and spread unsubstantiated rumors,” he also wrote that it “serves the public conversation best” for “journalists document, validate, and refute such information directly.”

Several journalists pushed back against Dorsey’s request.

“I am not getting paid to clean up your website for you,” wrote Matt Pearce, a journalist for The Los Angeles Times, in a response to Dorsey’s Tweet.

Twitter has banned significant alt-right personalities in the past.

In 2016, alt-right provocateur Milo Yiannopoulos, who has ties to white nationalist groups, was permanently banned from the site after instigating racist and sexist harassment against American actress Leslie Jones, who is black.

And in 2017, Twitter suspended the account of James Allsup, a white nationalist who spoke at the “Unite The Right” rally in Charlottesville, Virginia earlier that year.

“We’re going to hold Jones to the same standard we hold to every account, not taking one-off actions to make us feel good in the short term,” Dorsey wrote Tuesday.

Can a Robot Know When It’s Wrong?

Today’s robots can be programmed to do many things – from vacuuming floors to assembling cars. But teaching them to recognize and correct a mistake is much harder to do. A group of scientists, led by researchers at Carnegie Mellon University, is trying to solve that problem. VOA’s George Putic has more.

FBI Task Force Sharing Information About Online Trolls 

The FBI’s new foreign influence task force is sharing information about online trolls with technology companies as part of the bureau’s behind-the-scenes effort to disrupt Russian and other foreign influence operations aimed at U.S. elections, FBI and Justice Department officials say. 

FBI Director Christopher Wray set up the task force last November as part of a broader government approach to counter foreign influence operations and to prevent a repeat of Russian meddling in the 2018 midterm and the 2020 presidential elections.   

The U.S. intelligence community concluded last year that Russia tried to interfere in the 2016 election in part by orchestrating a massive social media campaign aimed at swaying American public opinion and sowing discord.

“Technology companies have a front-line responsibility to secure their own networks, products and platforms,” Wray said. “But we’re doing our part by providing actionable intelligence to better enable them to address abuse of their platforms by foreign actors.”

He said FBI officials have provided top social media and technology companies with several classified briefings so far this year, sharing “specific threat indicators and account information, and a variety of other pieces of information so that they can better monitor their own platforms.”

FBI expertise

The task force works with personnel in all 56 FBI field offices and “brings together the FBI’s expertise across the waterfront — counterintelligence, cyber, criminal and even counterterrorism — to root out and respond to foreign influence operations,” Wray said at a White House briefing.  

Adam Hickey, a deputy assistant attorney general, said on Monday that the FBI’s unpublicized sharing of information with the social media companies is a “key component” of the Justice Department’s to counter covert foreign influence efforts.

“It is those providers who bear the primary responsibility for securing their own products and platforms,” Hickey said this week at MisinfoCon, an annual conference on misinformation held in Washington, D.C. 

“By sharing information with them, especially about who certain users and account holders actually are, we can assist their own, voluntary initiatives to track foreign influence activity and to enforce their own terms of service,” Hickey said.

The comments come as top U.S. security officials from Director of National Intelligence Dan Coats on down warned about continued attempts by Russia and potentially others to disrupt the November midterm elections. 

Coats said on Friday that U.S. intelligence agencies continue “to see a pervasive message campaign” by Russia, while Wray said Moscow “continues to engage in malign influence operations to this day.” 

But the officials and social media company executives say the ongoing misinformation campaign does not reach the unprecedented levels seen during the 2016 election.  

Hickey, of the Justice Department’s national security division, said that the agency doesn’t often “expose and attribute” ongoing foreign influence operations partly to protect the investigations, methods and sources, and partly “to avoid even the appearance of partiality.”

Social media, technology companies

Social media and technology companies, widely criticized for their role in allowing Russian operatives to use their platforms during the 2016 election, have taken steps over the past year to crack down on misinformation.

In June, Twitter announced new measures to fight abuse and trolls, saying it is focused on “developing machine learning tools that identify and take action on networks of spammy or automated accounts automatically.”

In April, Facebook announced that it had taken down 135 Facebook and Instagram accounts and 138 Facebook pages linked to the Internet Research Agency, a Russian troll farm indicted in February for orchestrating Russia’s social media operations in 2016.  

The company did not say whether it had removed the pages and accounts based on information provided by the FBI.  

Monika Bickert, head of Facebook’s product policy and counterterrorism, told an audience at the Aspen Security Forum last month that the social network has moved to shield its users against fake information by deploying artificial intelligence tools that detect fake accounts and instituting transparency in advertising requirements. 

Tom Burt, vice president for customer security and trust at Microsoft, speaking at the same event, disclosed that the company had worked with law enforcement earlier this year to foil a Russian attempt to hack the campaigns of three candidates running for office in the midterm elections.  

He did not identify the candidates by name but said they “were all people who, because of their positions, might have been interesting targets from an espionage standpoint, as well as an election disruption standpoint.”

Democratic Sen. Claire McCaskill of Missouri confirmed late last month that Russian hackers tried unsuccessfully to infiltrate her Senate computer network, raising questions about the extent to which Russia will try to interfere in the 2018 elections.

Wray stressed that the influence operations are not “an election cycle threat.”

“Our adversaries are trying to undermine our country on a persistent and regular basis, whether it’s election season or not,” he said.  

VR Transports Students Back to the Hiroshima Atomic Bomb Attack

Modern technology is transporting students back to the 20th century, to the exact moment during World War II when an atomic bomb was dropped on Hiroshima, Japan. No, it’s not time travel, but with the help of Virtual Reality – students are able to relive the 1945 U.S. attack which devastated the Japanese city, and left more than 140,000 dead. Faith Lapidus reports.

Facebook, Apple, YouTube Drop Alt-Right Conspiracy Outlet InfoWars

Several major media outlets announced Monday that they would be removing content from InfoWars, a far-right, conspiracy-peddling media source.

On Monday, Apple announced it had removed hundreds of podcasts produced by InfoWars from its iTunes and podcast apps.

Facebook said it had removed four pages belonging to InfoWars founder Alex Jones. And music-sharing app Spotify said it would be removing all InfoWars podcasts available on the site, following last week’s removal of some InfoWars content.

Jones has gained notoriety for spreading unsubstantiated conspiracy theories, including claiming that the terrorist attacks on the World Trade Center on 9/11 and the 2012 Sandy Hook Elementary School shooting in Connecticut were hoaxes perpetrated by the U.S. government.

Jones has also repeatedly used inflammatory language against transgender people and Muslims, one of the reasons Facebook said forced it to remove his content.

“We believe in giving people a voice, but we also want everyone using Facebook to feel safe,” the social media outlet said in a statement. “It’s why we have Community Standards and remove anything that violates them, including hate speech that attacks or dehumanizes others.”

In July, Facebook suspended Jones’s personal profile for what it called “bullying and hate speech.”

Apple said it removed all of the content from five of six InfoWars shows from its platforms. As of Monday, only one InfoWars podcast, named RealNews with David Knight, remained on iTunes.

“We have clear guidelines that creators and developers must follow to ensure we provide a safe environment for all of our users,” Apple said in a statement. “We believe in representing a wide range of views, so long as people are respectful to those with differing opinions.”

In July, Facebook and YouTube announced they had removed four of Jones’s videos from their sites. Two of the videos claimed without evidence that Muslims were taking over several European countries. Another compared the creators of a show about drag queens to satanists.

YouTube followed suit and banned Jones’s channel on Monday afternoon, claiming the account, which had over 2.4 million subscribers, violated the site’s guidelines on hate speech.

In recent weeks, Jones garnered increased attention as the parents of children killed in the Connecticut shooting sued him for defamation. While Jones said he now believes the shooting was not a hoax, he said his earlier claims were protected under U.S. free speech laws.

In July, Jones also appeared to threaten special counsel Robert Mueller, who is currently investigating U.S. President Donald Trump and his campaign for potential Russian influence.

“[Mueller is] a demon I will take down, or I’ll die trying,” Jones said, making a pistol motion with his hands. “You’re going to get it, or I’m going to die trying, bitch.”

While Jones’s beliefs have often been characterized as fringe, he has found some mainstream appeal. In December 2015, Trump, then a candidate, appeared on InfoWars via a satellite interview.

“Your reputation is amazing. I will not let you down,” Trump said to Jones.

Facebook Removes Alex Jones Pages for Hate, Bullying

Facebook says it has taken down four pages belonging to conspiracy theorist Alex Jones for violating its hate speech and bullying policies.

The social media giant said in a statement Monday that it also blocked Jones’ account for 30 days because he repeatedly posted content that broke its rules.

The company said it “unpublished” the four pages after receiving reports that they contained content “glorifying violence” and used “dehumanizing language” to describe Muslims, immigrants and transgender people.

Facebook is the latest tech company to take action against Jones, who has been facing a growing backlash on social media.

Last week, music streaming service Spotify removed some episodes of “The Alex Jones Show” podcast for breaching its hate content policy.

Apple iPhone Chip Supplier Says Virus Will Delay Shipments

A company that makes semiconductors for Apple iPhones says it is recovering from a virus outbreak but expects the incident to delay shipments and raise costs.

Taiwan Semiconductor Co. Ltd. said 80 percent of the fabrication tools affected by Friday’s virus had been recovered by Sunday. TSMC expects full recovery on Monday.

The company didn’t detail the impact on Apple or other customers. Apple Inc. did not immediately return a message seeking comment.

The semiconductor company blames the outbreak on a mistake during installation of software for a new tool, which was then connected to its computer network. It says confidential information was not compromised.

The company says the incident will cut third-quarter revenue by about 3 percent. But it’s confident it will get that back in the fourth quarter.

 

From Cancers to Obesity, Small Implant May Replace Life-Saving Drugs

Remembering to take medications can be challenging for some people. But one day an implant may replace medications that need to be taken orally in certain cases. One lab in Houston is developing refillable implants placed under the skin to potentially deliver life-saving medicine at a low cost for various diseases. VOA’s Elizabeth Lee reports from the Houston Methodist Research Institute.