Good Thursday morning. The Supreme Court helps define what a whistle-blower must do. Broadcom and Qualcomm are getting feistier in their deal fight. Just in: Newell Brands named three new directors as it fights with Starboard Value.
According to the Supreme Court, in an opinion written by Ruth Bader Ginsburg, it requires telling the Securities and Exchange Commission, not just your bosses. More from Andrew Ackerman of the WSJ:
Peter Henning’s take
The Supreme Court, in an opinion by Justice Ruth Bader Ginsburg, rejected that reading of the statute. It applied a simple analysis: “Courts are not at liberty to dispense with the condition — tell the S.E.C. — Congress imposed.” By not reporting his suspicions to the S.E.C., he lost the protection afforded whistle-blowers.
Today’s DealBook Briefing was written by Andrew Ross Sorkin in Pyeongchang, and Michael J. de la Merced and Amie Tsang in London.
Broadcom didn’t walk away after Qualcomm raised its takeover bid for NXP Semiconductor, but it did lower its own proposal by $3 a share, to $79. Why? Because the new NXP offer transferred $4.10 per Qualcomm share to NXP investors.
Qualcomm responded that the move “made an inadequate offer even worse,” and argued that the NXP deal couldn’t have gotten done at the original price of $110 a share.
Looks like we’re headed to a showdown at Qualcomm’s annual meeting on March 6.
The deals flyaround
• As online streaming booms and 5G gets closer, is now the time for Charlie Ergen to sell Dish Networks? (Gadfly)
• Hedge funds like Verition Partners are trying to save the shareholder appraisal process, meant to wring more money from mergers, from a series of adverse court rulings. (FT)
• Britain might block Melrose Industries’s hostile takeover of the aerospace supplier GKN on national security grounds. (FT)
• Two big U.S. hospital networks, Bon Secours Health System and Mercy Health, have agreed to merge, amid a surge in deal-making in the industry. (WSJ)
Why has its growth slowed? A new study by the McKinsey Global Institute suggests that rising consumer demand, as well as what companies produce and which tech they use, drives productivity improvements.
More from Peter Eavis’s correspondence with Jaana Remes of McKinsey, one of the study’s authors:
In other macro news: Prepare for interest rates to rise, Jay Powell said. Preferably gradually, Randal Quarles added. The saving rate is at a 12-year low. And no one knows why the markets dropped suddenly yesterday.
• Mississippi granted a tax break worth up to $6 million to a hotel tied to the Trump family business. So could that violate the emoluments clause? (NYT)
• Sam Nunberg, a Trump campaign adviser, is scheduled to meet today with Robert Mueller. And t he special counsel has filed new charges — under seal — against Paul Manafort and Rick Gates.
• Congress’s next fight over Dreamers may come with a $1.3 trillion spending bill to avert a government shutdown on March 23. Meanwhile, Melania Trump’s parents have become lawful U.S. residents, perhaps through what the White House denounces as “chain migration.”
• Senators James Inhofe, Republican of Oklahoma, and Sheldon Whitehouse, Democrat of Rhode Island, called for a bipartisan infrastructure bill. (WSJ)
• Survivors of school shootings shared their stories with President Trump and pleaded for action. (NYT)
• Representative Trey Gowdy of the House Oversight Committee demanded documents relating to first-class travel by Scott Pruitt, the head of the E.P.A. (NYT)
The bank’s employees are scattered across Midtown Manhattan. So it’s planning a new headquarters, which could be as tall as 75 stories, to house 15,000 workers. (Its current H.Q. — which, fun fact, is where the pistols from Alexander Hamilton and Aaron Burr’s duel reside — was designed for about 3,500.)
The context: The forthcoming JPMorgan skyscraper is the first major project under New York City’s Midtown East rezoning plan. The bank dropped plans for Manhattan’s Far West Side after failing to secure subsidies from the city.
Elsewhere in banking: Barclays lost $2.7 billion last year, hit by the U.S. tax overhaul, but promised to double its dividend. And José Manuel Barroso, chairman of Goldman Sachs International, has been criticized for lobbying the European Commission, which he led until 2014.
The carmaker didn’t specify what Raj Nair, the head of its North American operations, did to be fired, only that his ouster arose out of an anonymous tip. But the move adds to turmoil at the struggling company.
The context: Ford already apologized to its workers after the NYT investigated longstanding abuses of women at two of its plants in Chicago. And its operations chief in China left earlier this year for pre-Ford “personal reasons.”
The misconduct flyaround
• The Dallas Mavericks franchise has hired outside counsel to investigate allegations of inappropriate conduct against its former team president.
• A national online survey found sexual harassment and assault to be much more common than previous studies had suggested. (NYT)
• The former NPR executive Michael Oreskes was warned repeatedly that he was acting inappropriately toward women, and kept doing it, according to an independent investigation. (NYT)
• Tom Schumacher, the Disney executive who took “Frozen” to Broadway, has been accused of workplace harassment. (WSJ)
• An anonymous chat app is helping lift the lid on sexual harassment in South Korea. (Reuters)
The secure messaging service is holding a second private presale before its highly anticipated (and record-breaking) initial coin offering. More from Adrianne Jeffries of The Verge:
More in digital money
• The S.E.C. charged the virtual currency exchange BitFunder and its founder with fraud. (CNBC)
• The Justice Department has made gains on a seized Bitcoin hoard, but has had trouble cashing out. (Fortune)
• Some new ways of selling shovels to Bitcoin miners. (WSJ)
• Lawmakers in Britain are examining sympathetic ways to regulate digital currencies. (Reuters)
• New software at big cryptocurrency exchanges could make Bitcoin transactions cheaper. (CNBC)
And Bitcoin’s at $10,676 today, according to CoinMarketCap.
• The latest chatbots are impressive. But they might be even better if their inventors weren’t scared of them saying something vile in public. (NYT)
• Airbnb is trying to promote its Experiences business as it heads toward an I.P.O., with little success. (WSJ)
• Amazon’s Alexa could be the next great consumer computing platform, says Farhad Manjoo. (NYT)
• Roger McNamee, an early investor in Facebook, says it could be fixed by charging users for a better News Feed, arranged in cable-style bundles. (WaPo)
• Uber will keep investing in Southeast Asia, despite losing money to local rivals. (Reuters)
• A former Google engineer has sued the company for discrimination and wrongful termination, saying he fired for responding to racist and sexist encounters. (The Verge)
• Naspers of South Africa has become an under-the-radar e-commerce giant and global tech investor. (The Information)
• One of Twitter’s solutions for bot accounts: limiting automated tweets. (Axios)
• Facebook is using algorithms to flag expressions of suicidal thoughts. (CNBC)
• Apple wants to patent a way to count calories burned during yoga. (Axios)
• Peter Tague, one of Citigroup’s co-heads of M. & A., is leaving. (WSJ)
• Alison Gleeson and Wendy Bahr are the finalists to become Cisco’s global sales chief and No. 2 executive, unnamed sources say. (The Information)
• Glassdoor has hired Jim Cox from Lithium Technologies as its C.F.O. It also named Christian Sutherland-Wong as its first C.O.O. and Samantha Zupan as its vice president of global corporate communications. (Glassdoor)
• Coinbase is hiring a C.F.O. (Recode)
“There is a credibility gap between what they say and the reality of what is to come.”
— The Deutsche Bank analyst John Inch on how G.E. executives — including Jeff Immelt — masked problems at the conglomerate with rosy projections and questionable accounting.
• Toys “R” Us plans to close another 200 stores and lay off many of its corporate staff after disappointing holiday sales, unnamed sources say. (WSJ)
• British officials have been holding talks with Unilever amid fears that the Anglo-Dutch consumer group could choose to have one unified headquarters in Rotterdam, not London. (FT)
• Hedge funds are buying planes and leasing them to airlines. (FT)
• A fund managed directly by Alan Howard, who made his name with impressive profits during the financial crisis in 2008, lost nearly 9 percent net of fees from May through December. (Reuters)
• Greece’s Parliament voted to investigate politicians over allegations of bribery by the Swiss drugmaker Novartis. (Reuters)
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