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Monday, December 14, 2015


Original Story: wsj.com

Long-simmering hostility between  Dow Chemical Co. and Daniel Loeb reached a boiling point over the weekend, with the shareholder activist calling for the removal of Chief Executive Andrew Liveris in the wake of the company’s agreement to merge with DuPont Co. A Boston M&A lawyer provides professional legal counsel and extensive experience in many aspects of mergers, acquisitions, and divestitures.

On Saturday, a day after Dow unveiled the tie-up, Mr. Loeb sent a private letter to the board raising questions about the deal’s timing. Mr. Loeb supports the merger, which would create an agriculture and chemical giant currently valued at more than $120 billion before breaking it up into three parts. Mr. Liveris is to be executive chairman of the combined company, while DuPont CEO Edward Breen is to maintain that title at the new group.

Mr. Loeb’s letter, reviewed by The Wall Street Journal, questions whether the deal was rushed to be completed before a so-called standstill agreement barring him from publicly speaking about Dow expired this weekend. A Detroit M&A lawyer represents clients ranging from major international corporations to small, closely-held companies. 

According to people familiar with the matter, Mr. Loeb believes unanswered questions about leadership, the board and the breakup signal the deal was rushed. He believes a second deal Dow announced Friday to take complete control of joint-venture Dow Corning raises similar questions, the people said.

Dow hit back hard. Directors, including one appointed to the board at the behest of Mr. Loeb’s Third Point LLC, defended the deal and Mr. Liveris in a series of interviews. They called the suggestion on timing “ridiculous” and “difficult to imagine.”

“Personally I think it’s almost laughable to say that anyone tried to engineer this date to the expiration of the standstill,” said Raymond Milchovich, one of the two directors Mr. Loeb had nominated a year ago. “There was never any rushing on the part of management or the boards of either company to skip steps along the way.”

In a statement, the company said the board was unanimous, including Third Point’s directors, in supporting the deal, calling it “a win for all of our shareholders.” A Binghamton M&A attorney represents clients in joint ventures and business transactions.

Mr. Loeb’s feud stands in contrast with the involvement in the merger of another activist, Nelson Peltz’s Trian Fund Management LP.

Trian itself was at odds with DuPont before the two sides in recent weeks came together to help plan the deal. But the significant role the activists have played in the recent history of both companies is the latest sign of how consequential such investors have become.

Mr. Loeb’s Third Point first built a roughly 2% stake in Dow nearly two years ago, calling in January 2014 for a breakup of the company. Dow, which had just announced a restructuring and asset sales it considered significant, rejected his split proposal but added urgency to plans to sell commodity-based and chlorine-products businesses and buy back shares.

In November 2014, Mr. Loeb readied a proxy fight and launched a website that included an attack video on Mr. Liveris’s tenure.

The sides quickly settled the fight, with Mr. Loeb nominating Mr. Milchovich and Robert S. “Steve” Miller to the board and Dow putting up two of its own candidates.

Mr. Loeb was barred from publicly commenting on or attacking Dow for a year, but privately has kept pressure on the board and Mr. Liveris, according to people familiar with the matter. Mr. Loeb has focused in particular on Mr. Liveris’s personal spending, questioning if shareholders are funding it. The company has previously disclosed Mr. Liveris had to pay the company back more than $719,000 after what it described as a routine audit committee investigation. A Tulsa M&A lawyer assist clients with acquisitions and mergers.

Jeff Fettig, the lead independent director of the board, reiterated Dow’s earlier comments on the matter in an interview Sunday, saying any questions about Mr. Liveris have been answered. He and the other directors defended the company’s results and the DuPont deal.

“The board has been unanimous about the Dow’s leadership team including management making this transaction,” Mr. Fettig said. “Candidly, it would be difficult to imagine any other reason we would conclude this deal other than we got our work done.”

A third director, Ruth Shaw, said the board believed Mr. Liveris was “essential” to the execution of the merger with DuPont. “Quite frankly, I think the question is can we keep him?” she said. The directors said the deal was the best option for shareholders.

Mr. Loeb privately threatened earlier this month to start a new campaign once he was free to do so, the people familiar with the matter said. He called the company’s shareholder returns "woeful” and called for a search committee to be formed to identify a new chief executive, the people said.

The merger between DuPont and Dow and the subsequent breakup plan appeared to address several of his concerns, including a separation of Dow’s businesses.

Mr. Liveris hinted publicly Friday that he was nearing retirement and described the deal as a “culmination.”

In a response to Mr. Loeb Sunday, the Dow board moved a step further, saying Mr. Liveris has been clear that “he does not contemplate serving” as CEO of the new material-sciences business that will emerge from the breakup.

“He should not have any role in the post-merger entity,” Mr. Loeb wrote of Mr. Liveris. Giving him the executive chairman title “is a slap and an insult to Dow shareholders,” he wrote.

Friday, December 11, 2015


Original Story: financialadvisoriq.com

According to one former JPMorgan broker, the wirehouse was so angry when he leaked that supervisors pressured him to favor proprietary mutual funds that it fabricated clients’ complaints against him and duped them into signing, the New York Times reports.

Carolyn Scott, one of the people who signed complaints against Johnny Burris in 2013, told the paper that she had signed some document on the vague promise of getting some money back, without ever understanding what the document was. She added that she’d had “no problems” with Burris. Another client, whose identity the Times did not reveal, could not have written the complaint because he was “essentially unable to read or write,” notes the paper. Memphis wrongful termination lawyer help clients pursue claims for wrongful termination and seek to recover back pay and compensatory damages.

The case goes back to 2012, when Burris, who earlier that year had been promoted into an “elite” private-client group, secretly recorded bank supervisors at his Arizona branch pressuring him to sell JPMorgan mutual funds over competitors’ offerings and shared it with the media and regulators, prompting an SEC investigation that contributed to the $100 million settlement the bank is making in relation to the marketing of its own products, people familiar with the negotiations tell the Times.

The client complaints appeared on his publicly available records in 2013 after Burris’s concerns were reported in the media. This made it difficult for Burris to find work and ruined his case alleging wrongful termination, the paper writes. Burris has an outstanding whistleblower case against JPMorgan with the Occupational Safety and Health Administration, says the paper. A spokeswoman for Finra says the organization is looking into the allegations about the client complaints. An Atlanta whistleblower lawyer represents clients in qui tam actions and protects them against retaliation for investigating and bringing these actions.

A JPMorgan spokeswoman said that one of Burris’s former coworkers, Laya Gavin, did assist clients in writing the letters “as a courtesy,” typing up what the clients told her and reading it back to the clients. But the clients said Gavin had not read back the complaints prior to having them sign and that the complaints “did not reflect their sentiments,” the Times writes. Meanwhile, Leona Weakland, one of the clients who had signed the complaints but has since come to Burris’s defense, along with her husband, actually took their money out of JPMorgan to have Burris manage it, the paper reports. A Maine whistleblower litigation attorney represent clients in civil litigation and federal litigation cases.

Other brokers went public with their complaints about the pressure to sell JPMorgan’s mutual funds in managed accounts around the same time as Burris, but he was fired within months, according to the Times. JPMorgan supervisors also alleged that Burris made trades for two clients but recorded the transactions as initiated by them. However, those clients have since come forward to support his version of events, the paper points out.

Thursday, December 10, 2015


Original Story: wtsp.com

Tampa, FL -- There's good news for homeowners who may have gotten caught in the real estate market crash. Prices -- according to the real estate site Zillow -- are rebounding, leaving fewer people underwater.

That means for the first time in years, the value of their homes has finally caught up with the amount they owe on their mortgages. That means more people may be willing to sell, and get the local real estate market rolling again. A South Tampa custom home can be altered to suit your personal lifestyle.

"Extremely excited. It took only four days to sell. So, now we can close on our other house," said Emily David, who just sold her home and is planning to buy a new home in just two weeks.

Between the price David paid for her house a few years ago and the cost of renovations, there was a period when she and her husband wondered if they'd break even on their South Tampa home.

"Probably in the first couple of years," she said, "But this year the market really turned so we're real excited about that."

For several years, millions of homes around the country were underwater. People who bought them at the peak of the market owed more than they were worth after the real estate crash. A Pinellas County custom home builder will help protect your families' investment by offering quality custom designs.

According to Zillow, 31% of homes were underwater at the low. But that's rebounded, according to the newest figures. Now – just 13.4%.

"Yeah, it's definitely better news. Obviously we're not out of the woods. We still have a lot of underwater homes, but it's moving in the right direction," said Tampa Bay Realtor Cristan Fadal.

Fadal says it's good news for the recovering real estate market. As prices have slowly increased, fewer homes have negative equity, enabling those who were stuck – to finally – sell. An East Lake custom home builder can assist you with home modifications.

"People are going to be able to move," said Fadal. "They're going to be able to start something new. Maybe buy a new home. The next generation is going to come in. Purchase a home. Maybe improve that home [while still] getting a good price."

"We're just excited because now we get to go into a new house that we get to build, so it's a fun process," said David.

Experts still warn buyers to be selective. While parts of the Bay area are rebounding, Zillow's interactive tool shows many zip codes here are still hurting, with the number of underwater homes still more than three times the national average in some areas.

One reason some communities may be slower to rebound, say experts, is because most of the homes in those subdivisions were built near the peak of the market, when prices were at their highest. When building a new home, don't forget about the leading provider of new garage doors.

It stands to reason, then, that it will take that much longer for those homes to sell, unless owners are willing to take a loss.


Original Story: wsj.com

Many bond-fund investors are anxious about the effects on their holdings as the Federal Reserve boosts short-term interest rates, a process the central bank may start this month.

For good reason: When rates in the marketplace rise, the prices of older bonds with lower rates fall.

But over a period of years, bond-fund investors will do better in an environment of rising interest rates than in one in which rates stay at today’s unusually low levels. Bonds can still perform when interest rates rise.

That because as the bonds in funds’ portfolios mature, managers will reinvest in newer issues with higher interest rates, and investors will benefit from increased income. In addition, the interest payments from the bonds in the portfolio will be reinvested at higher rates.

“An initial rate increase could cause pain in the short term,” says Joshua Barrickman, head of fixed-income indexing, Americas, at Vanguard Group. “But over the long term, it will act to your benefit.”

At The Wall Street Journal’s request, Vanguard looked at the math for a hypothetical investor in intermediate-term bond funds. These are one of the most popular types of bond funds, generally investing in investment-grade bonds which mature within four to 10 years. For simplicity, the Malvern, Pa., fund company assumed the Fed raises short-term interest rates by 0.25 percentage point in January, and then makes a similar-sized increase every other quarter through July 2019, for a total climb of two percentage points spread over eight increases.

Under that scenario, a typical intermediate-term bond fund would lose a modest 0.15% next year but generate positive yearly returns thereafter, Vanguard found. The figures are total returns including price change and income.

Over the first several years, investors would earn less than if rates remained at current levels. But starting in the second quarter of 2023—more than three years after the end of the rate increases—investors in such a fund would be ahead of where they would have been had there been no rate increase, Vanguard found.

If rates were to climb more quickly, the funds could suffer steeper initial losses. But that’s unlikely as the Fed has repeatedly indicated that rate increases will be gradual. Bonds can provide for compounded growth opportunities when the income received from the bonds is reinvested.

“Intermediate-term bond-fund investors may feel a little sting, but it’s certainly not going to be a bleed-out,” says Marilyn Cohen, chief executive at Envision Capital Management Inc., a registered investment adviser that specializes in individual bonds.

She notes that the Fed has telegraphed a rate increase so well that few investors should be surprised. If investors were taken by surprise, they might be more likely to pull large sums out of bond funds, which could have the effect of exacerbating bond price declines.

Investors in bond funds are generally very long-term investors who hold the funds for their ability to absorb volatility and/or for the income they throw off, says Mr. Barrickman of Vanguard. Vanguard investors didn’t do any meaningful selling in prior periods of rising rates, the firm says, and no panicky selling is expected this time.

The Fed is well aware of the importance of setting investors’ expectations, says Jeff Tjornehoj, head of Americas research at Thomson Reuters Lipper. The central bank was clear about its intentions when it raised interest rates “pretty aggressively” from May 2004 through July 2006, and there were “fairly steady, if not heavy, inflows” into taxable bond funds, he says. But in 1994, when the Fed didn’t communicate it was interested in raising rates and did so quickly, investors pulled $33.3 billion overall from taxable bond funds, Mr. Tjornehoj says. A New York investment lawyer is reviewing the details of this story.

“That’s the period the Fed does not want to relive,” he says.

It’s impossible to know exactly how various types of bonds will perform when the Fed raises its target for short-term rates. One question is whether long-term rates follow short-term rates upward. While the Fed controls short-term rates, supply and demand in the market determine long-term rates.

Bonds of varying credit quality also may perform differently.

“To predict how these bond funds will react is really a difficult game to play,” says Sumit Desai, senior fixed-income analyst at Morningstar Inc. “It’s important for advisers and individual investors to at least understand that there’s a little bit of uncertainty within the space.”

“Whether investors believe the Fed is acting too quickly, too slowly, or perhaps not enough can make all the difference,” Eric Jacobson, a senior analyst at Morningstar, wrote recently. Other factors at play today include “a relatively weak global economic outlook and strong overseas demand for long-term Treasurys,” he said. “That makes it extra tricky to predict how funds will fare when the Fed chooses to act.”

Another factor to consider: Many bond-fund managers have bought shorter-term bonds and taken other steps to make their portfolios less sensitive to an interest-rate increase than they might have been otherwise, says Lee Partridge, chief investment officer at Salient, an asset manager based in Houston.

Investors should keep in mind that the Fed may not raise rates at all this year; it has surprised pundits before.

Monday, December 7, 2015


Original Story: wfla.com

PASCO COUNTY, FL (WFLA) – Bright, beautiful stucco. It’s part what makes Wesley Chapel’s new Estancia community so appealing. But now, homeowners are stuck with liens from the subcontractor who made their paint so pretty. Custom homes in Tampa are built to specifically suit your needs.

“Our house is paid for in the form of a loan, they need to pay the trades that did the work,” said the new homeowner, Mark Pattison.

The stucco company, Tampa’s Construction Coating Group, Inc., accuses Standard Pacific Homes of sticking them with a $90,000 bill. Who gets to pay that bill? The homeowners.

Pattison is furious about the lien he received for $6,202.72. And he’s even angrier about how his builder handled his complaint.

“They treated it like it was a joke,” Pattison said. “They said the vice president or the general manager of Standard Pacific lives within our community and that he got a lien, and it’s no big deal.”

But homeowners, like Marcia Duerrmeier, think it’s a big deal. Custom homes in St. Petersburg provide education and careful planning prior to the start of construction.

“I picked it up at the post office, registered mail and I opened it there and I just started to laugh because it was the last straw dealing with these people.”

Making this even worse, homeowners are also dealing with what they call “shoddy” construction. They note problems with leaky showers, creaky floors and wobbly doors.

Standard Pacific sent 8 On Your Side this lengthy  statement:

“Standard Pacific is aware that several homeowners in its Estancia community received lien notices from a former Standard Pacific subcontractor, Construction Coatings Group. Standard Pacific and Construction Coatings are involved in a dispute about the amount of money that Construction Coatings claims to be owed. Unfortunately, Construction Coatings chose to involve Standard Pacific homeowners in a dispute that should have been solely between Construction Coatings and Standard Pacific.

“Standard Pacific builds thousands of homes across the country and periodically encounters disputes with subcontractors regarding amounts owed for work performed. Standard Pacific is always successful in resolving these disputes and protecting its homeowners from any potential harm. As to the Construction Coatings’ lien notices, Standard Pacific has taken and will continue to take all actions necessary to ensure that the liens are removed from the title by recording lien releases or transferring the liens to bonds. Standard Pacific will do this at its own expense. Standard Pacific apologizes for any inconvenience caused by Construction Coatings’ actions and appreciates its homeowners’ patience as it works through this dispute. Custom homes in Hillsborough County save customers time and money by using in-house drafting to design homes.

“Standard Pacific takes great pride in the homes it builds. And Standard Pacific has an 89.3% customer approval rating in its Tampa division. As with any new home construction, there may be instances where Standard Pacific will need to visit a home after closing to address a homeowner’s service request. Standard Pacific encourages its Estancia homeowners to contact the Customer Care hotline at 813-534-5520 with any service requests they have or if they have any questions or concerns about their homes.”

8 On Your Side went to attorney C. Todd Marks for advice. He said this could be serious problems for homeowners.

“Let’s be clear, the subcontractor could move to foreclose on that lien and foreclose on those properties,” Marks said. “If the lien in just sitting out there, it could prevent the sale of those properties.”

Some are tempted to just pay the bill… but Marks advises against that, too…adding even that could cause legal issues. He advises to call to builder, send a demand letter and, if that doesn’t work, hire an attorney.

Wednesday, December 2, 2015


Original Story: latimes.com

The lawsuit filed this week challenging the mental competence of media mogul Sumner Redstone has raised questions among legal and business experts over the future of the 92-year-old billionaire's empire and how his companies should respond. An Iowa probate lawyer is following this story closely.

Redstone controls CBS Corp. and Viacom Inc., which owns Paramount Pictures, MTV and other media properties. The companies have a combined market value of about $45 billion, but neither has publicly discussed details of Redstone's deteriorating health.

The suit filed in Los Angeles County Superior Court by Manuela Herzer claims Redstone was not mentally competent when he removed her from oversight of his healthcare last month.

Redstone's lawyers have called the legal action by Redstone's ex-girlfriend "preposterous," "meritless" and "riddled with lies" — but it could nonetheless force CBS and Viacom to address the issue of Redstone's competence, some legal experts say.

Companies are not required to disclose medical details about their executives, according to analysts. But they do have to divulge "material" information — in other words, anything that reasonable investors would need to make informed decisions when buying and selling stocks. An ESOP lawyer represents clients in business exit planning and employee stock ownership programs.

If the court finds that Redstone is in fact incapable of making decisions, that could open up the companies to potential lawsuits from shareholders claiming that key information was kept from them, lawyers said.

"It raises the question of who knew what when, and what should've been disclosed to shareholders at what point in time," said Los Angeles attorney Bryan Sullivan, a partner at Early Sullivan Wright Gizer & McRae who has handled fiduciary duty matters. "If one person in the power structure knew he was incompetent, then there is potential liability under SEC regulations for failure to disclose material facts."

A representative for Viacom did not respond to a request for comment, and CBS declined to comment.

The issue of executive health came to the forefront in 2009 when Apple Inc. co-founder Steve Jobs took a medical leave and disclosed a hormone imbalance. Jobs, who had undergone surgery in 2004 to remove a cancerous tumor in his pancreas, did not say whether his cancer had returned at the time but said that the issue was "more complex" and required a six-month leave.

In April 2009, Jobs underwent a liver transplant. That procedure triggered a discussion of whether Apple, long known for its secretive corporate culture, had run afoul of federal securities rules by not disclosing the severity of the executive's condition. Jobs returned to work at Apple in June 2009.

He took another leave from Apple in 2011 — citing health issues — and resigned from his post before he died that October from complications of pancreatic cancer. A Des Moines probate attorney is reviewing the details of this story.

Another recent high-profile case of an executive's declining health taking center stage was former Los Angeles Clippers owner Donald Sterling, who lost control of his enterprise after being declared mentally incapacitated.

In the aftermath of the release of an audio recording of Sterling disparaging blacks in April 2014, the 81-year-old executive's wife sought control of the National Basketball Assn. team.

In May 2014, two doctors found Sterling, who by then was banned for life from the NBA, mentally incapable of continuing on as a member of the family trust that owned the basketball franchise. Shelly Sterling then reached a deal to sell the Clippers to former Microsoft Corp. Chief Executive Steve Ballmer for $2 billion.

Donald Sterling has unsuccessfully fought the sale of the team in court.

Some corporate governance experts say companies have been more forthright about their executives' health problems since the Jobs ordeal. Still, it often makes more sense for companies to stay muted, said law professor Allan Horwich, who practices at the Chicago firm Schiff Hardin. Firms can expose themselves to greater risk if they make affirmative public statements about an executive's health.

"This issue becomes much more difficult for the company when they do say something and they leave out information about the health of an executive who might not be able to serve," said Horwich, who focuses on securities litigation and fiduciary duty matters. He also teaches at Northwestern University's Pritzker School of Law.

Steven Davidoff Solomon, a law professor at UC Berkeley, also said it's unclear what the companies would need to divulge to shareholders and when.

"Given the control he has over the company, one would like to think that the company would think this is material information that should be disclosed," Solomon said. "But it's hard to know how much the company knows and how much it doesn't know and what it's real duties are."

The future of Viacom and CBS has been the subject of much speculation on Wall Street in recent months. Viacom has suffered from falling ratings at its cable networks and a weak film slate from its Paramount Pictures movie studio. Shares of Viacom, which owns MTV, Nickelodeon and Comedy Central, have fallen 32% this year. In contrast, CBS' stock has decreased just 8%.

On Friday, Viacom shares slipped $1.19 to $51.16, while CBS fell 23 cents to $50.75. A Los Angeles finance lawyer is knowledgeable in asset sales, debt and equity finance claims, and financial restructuring matters.

Herzer's suit demands that Redstone receive a mental examination, including a brain scan, and submit to a videotaped deposition. If her suit succeeds, Herzer could return to prominence in Redstone's affairs. Her suit asked the court to determine that her authority as the healthcare agent be reinstated.

Herzer was the agent of Redstone's advance healthcare directive and says she made decisions about his medical care until she was expelled from Redstone's home last month. Viacom Chief Executive Philippe Dauman then took over as the agent of Redstone's healthcare directive. If a doctor determines that Redstone has become incapacitated, Dauman would make decisions on Redstone's behalf. Redstone's lawyers say the former girlfriend filed the suit to avoid being cut out of his will.


For the Record

An earlier version of this article said Manuela Herzer made healthcare decisions on Sumner Redstone's behalf until she was expelled from his home. The article should have said Herzer says she made decisions about Redstone's medical care.


Redstone and his family control 79% of the voting shares of the two companies. Redstone has not been involved in the day-to-day functions of Viacom or CBS for some time. CBS is run by CEO Leslie Moonves.

When Redstone dies, the Sumner M. Redstone National Amusements Trust will determine what happens to his controlling interest in the companies. The companies each have a two-tier stock structure, with most shareholders owning nonvoting shares.

Still, a fraught and protracted legal battle could harm the Redstone empire even if the court finds the allegations to be meritless, said David Becher, a professor of finance at Drexel University.

"Even if it is a frivolous suit and there's nothing going on, I think the distractibility is going to hurt the company," Becher said.


Original Story: detroitnews.com

Pfizer and Allergan are joining in the biggest buyout of the year, a $160 billion stock deal that will create the world’s largest drugmaker. A Boston M&A lawyer provides professional legal counsel and extensive experience in many aspects of mergers, acquisitions, and divestitures.

It’s also the largest so-called inversion, where an American corporation combines with a company headquartered in a country with a lower corporate tax rate, saving potentially millions each year in U.S. taxes.

Pfizer, which makes the cholesterol fighter Lipitor, will keep its global operational headquarters in New York. But the drugmaker will combine with Botox-maker Allergan as a company that will be called Pfizer Plc. That company would have its legal domicile and principal executive offices in Ireland.

The combination will essentially be Pfizer “but with a lower tax rate,” wrote Bernstein analyst Dr. Tim Anderson. He said he expects a tax rate of about 18 percent after the deal, which compares to Pfizer’s current rate of 25 percent. An Istanbul M&A lawyer offers full legal services on a wide range of corporate M&A transactions.

Several U.S. drugmakers have performed inversions through acquisitions in the past several years, in part to escape higher U.S. corporate tax rates. The list of companies includes Allergan, which still runs much of its operation out of New Jersey, and the generic drugmaker Mylan.

Last year, Pfizer unsuccessfully tried to buy British drugmaker AstraZeneca Plc in a roughly $118 billion deal that would have involved an inversion. Those talks eventually collapsed when the two sides couldn’t agree on a price.

U.S. efforts to limit inversions have so far proven ineffectual.

Last year, the U.S. Treasury Department initiated new regulations designed to curb the financial benefits of inversions. The rules bar certain techniques that companies use to lower their tax bills and tighten ownership requirements.

The issue has become political heading into the presidential election.

Billionaire investor Carl Icahn recently announced that he was setting up a $150 million super PAC bent on revising U.S. corporate tax law and ending the practice, ratcheting up political pressure even more. A Tokyo M&A lawyer has abundant experience in organizational restructures and M&A.

Aside from a lower tax bill, the Allergan acquisition would give Pfizer brand-name medicines for eye conditions, infections and heart disease. They would join Pfizer’s extensive portfolio of vaccines and drugs for cancer, pain, erectile dysfunction and other conditions.

The deal would enable Pfizer, the world’s second-biggest drugmaker by revenue, to surpass Switzerland’s Novartis AG and regain the industry’s top spot.

Pfizer has done three sizeable deals since 2000 to boost revenue, and the Allergan offer comes as generic competition to blockbuster drugs like Lipitor is expected to cut Pfizer’s sales by $28 billion from 2010 through next year.

Allergan shareholders will receive 11.3 shares of the combined company for each of their shares, while Pfizer stockholders will get one share of the combined company. The deal is valued at $363.63 per Allergan share.

The Allergan deal is expected to close in the second half of 2016. Pfizer stock owners will hold an approximately 56 percent stake in the combined company, while Allergan shareholders will own the remaining 44 percent.

Pfizer Inc. Chairman and CEO Ian Read will serve in the same roles with the combined company while Allergan Plc. leader Brent Saunders will become president and chief operating officer. All 11 of Pfizer’s directors will serve on the board of the combined business, along with four Allergan directors.

Wednesday, November 25, 2015


Original Story: mlive.com 

ROCKFORD, MI -- A favorite local shoe brand apparently has an image problem in the Big Apple.

Merrell's big deal with Tough Mudder is generating a bit of a yawn from the New York Post which described Wolverine Worldwide's biggest brand as "dull" in one headline.

"Merrell, the sleepy shoe company from Michigan, is getting down and dirty to lure millennials," wrote the New York Post. A Washington DC business lawyer provides professional legal counsel and extensive experience in many aspects of business law.

The footwear brand of "affluent" middle-agers is counting on "hipsterville" Tough Mudder to make Merrell cool with a younger generation.

The multi-year partnership deal is the brand's biggest investment so far, Jim Gabel, president of Wolverine's Performance Group, told Post reporter Lisa Fickenscher.

Gabel is now overseeing Merrell after jettisoning the brand's president in the spring. Gabel's taking over day-to-day leadership was the fastest way to capitalize on the global opportunity of the brand, the company spokesman said at the time.

"Tough Mudder shares our vision of wit and grit, and together we are committed to inspiring others to overcome obstacles by eliminating barriers to enjoying the outdoors," Gabel said in a statement announcing the deal. A Cleveland business lawyer is following this story closely.

Along with the sponsorship, Merrell will introduce a line of trail shoes in early 2016 targeted at Tough Mudder athletes. Unlike Merrell's traditional earth hues, this new generation of footwear will be brightly colored.

Merrell will be the main sponsor of more than 60 Tough Mudder events in 2016 that are expected to draw more than 2 million participants. Merrell will also be the presenting partner for Tough Mudder Half, a new five-mile obstacle course with a dozen obstacles being added in 2016.

"Tough Mudder is more than an event – it's a lifestyle based on teamwork, courage, personal accomplishment, and fun, and our partnership with Merrell reflects these shared values," said Will Dean, Tough Mudder's CEO and co-founder.

Another reason the collaboration makes sense: Participants often lose their shoes in the muddy obstacle courses, Dean told Fickenscher. A Maine business lawyer represents clients in business transactions.

Merrell will provide the apparel and outdoor gear given to obstacle course finishers.

"Wearing Merrell tells the world you love the outdoors," said Linda Brunzell, Merrell's chief marketing officer. "Our co-developed apparel will not only celebrate the accomplishment of becoming a Mudder, but will enhance the participant experience."


Original Story: wsj.com

CALGARY, Alberta—Canadian oil producers, pummeled by the prolonged slump in oil prices and a string of political setbacks, now face another challenge: higher carbon taxes. A Fort Worth oil & gas lawyer is reviewing the details of this story.

The nation’s oil-sands developers have been hit particularly hard by lower oil prices, because they are among the most expensive oil plays in the world. Already facing a corporate tax hike and the possibility of higher royalty payments in Alberta—the province richest in oil sands—the industry was dealt another blow by the Obama administration’s rejection last week of the Keystone XL pipeline, which was designed to transport oil-sands output to Gulf Coast refineries.

All major oil-sands operators in recent weeks posted losses or steep declines in profit for the most-recent quarter, as shrinking revenue outpaced cost cuts. Some global giants are rethinking future development. Late last month Royal Dutch Shell PLC shelved an 80,000-barrel-a-day project, following similar moves by Total SA of France and Norway’s Statoil ASA.

Now, ahead of a United Nations climate-change conference in Paris starting Nov. 30, oil companies await the details of moves—including possible new taxes on carbon—pledged by new governments in Ottawa and Alberta to rein in greenhouse-gas emissions, making the oil sands a global test case for climate policy. A Tulsa oil and gas lawyer represents clients in oil and gas transactions, mineral rights matters, and in royalty percentage contracts.

“Canada’s years of being a less-than-enthusiastic actor on the climate-change file are behind us,” Prime Minister Justin Trudeau, who took office last week, said at a news conference on Oct. 20, the day after his Liberal Party won national elections. Mr. Trudeau promised to start working on a framework for regulating greenhouse-gas emissions within 90 days of the Paris summit.

Within weeks of taking power in May, Alberta Premier Rachel Notley’s government said it would double Alberta’s existing tax on carbon emissions by 2017, and has committed to additional measures in time for the U.N. conference in Paris. Ms. Notley is expected to release details of the proposals later this month. Alberta pioneered carbon taxes in 2007 when it introduced a levy of 15 Canadian dollars ($11.37) a metric ton. A Dallas energy lawyer provides professional legal counsel and extensive experience in many aspects of energy law.

Oil sands are among the highest-intensity greenhouse-gas producers of any oil fields in the world. Production from the oil sands has been growing at a steady clip in recent years under previous provincial and federal governments that played down climate-change risks and ignored calls from environmental groups and opposition politicians for tougher rules on carbon-dioxide emissions.

Canada’s environment ministry says the country’s CO2 emissions have continued to rise over the past five years and are expected to hit 781 million metric tons a year by 2020 if no reduction measures are taken. While oil sands account for just a fraction of that total, it is one of the fastest-growing contributors to the release of these gases. The government’s latest estimate projects oil sands-related emissions to nearly double to 103 million metric tons by 2020. A Greenville environmental attorney is following this story closely.

Mr. Trudeau’s stance is a direct challenge to Canada’s oil-sands industry, but the country’s oil producers are divided on how best to cope with the push for stricter environmental regulations.

Some, including the nation’s No. 1 oil producer, Suncor Energy Inc., say they accept the tougher rules as inevitable, and can use them to help burnish their environmental reputations. Others, such as Canadian Natural Resources Ltd.—Canada’s biggest natural-gas producer and a major oil-sands leaseholder—are pushing back, warning the rules would make Canadian crude even less competitive.

The divide in the industry has surfaced in submissions by top energy companies to a government advisory panel of experts that will recommend new climate-policy measures in Alberta. A Detroit

“The time is right for a higher level of ambition in carbon policy stringency in Alberta,” Suncor said in its submission to the provincial panel.

Suncor Chief Executive Steve Williams has publicly championed new taxes on retail sales of energy such as electricity and gasoline, in addition to levies on large industrial emitters. “Every indication is that, on the road to Paris, Canada will start to take positions” to combat climate change, Mr. Williams told reporters late last month. A Detroit environmental lawyer represents clients in environmental matters.

Canadian Natural said in its submission that it objects to higher carbon taxes and other new government-mandated policies, and has called for allowing oil and gas producers to focus on new technology to cut emissions.

Its 34-slide Power Point presentation to the Alberta panel lays out the competitive challenges facing the industry and warns that tinkering with policies that directly affect oil and gas producers “is very difficult and more often than not has unintended consequences.” In a similar vein, oil-sands producer Husky Energy Inc. warns against making emission cuts deeper than in other countries such as the U.S.

“It would be politically suicidal for us to do a mea culpa and hang our neck out in a way that disadvantages the industry here,” Husky CEO Asim Ghosh said on a recent conference call.

The main industry lobby, the Canadian Association of Petroleum Producers, is urging regulators to offset any additional cost from climate-policy changes with a cut in royalties owed to Alberta’s government from oil and gas output from provincial lands. Such a “revenue neutral” approach to reducing CO2 emissions has been backed by multinational oil giants with exposure to Canada’s oil-sands, such as Exxon Mobil Corp. and Shell.

Monday, November 23, 2015


Original Story: nytimes.com

From the time Folake Ogundiran’s daughter started kindergarten at a Success Academy charter school in Fort Greene, Brooklyn, the girl struggled to adjust to its strict rules.

She racked up demerits for not following directions or not keeping her hands folded in her lap. Sometimes, after being chastised, she threw tantrums. She was repeatedly suspended for screaming, throwing pencils, running away from school staff members or refusing to go to another classroom for a timeout. A Lexington education lawyer assists clients with policy development for employment, student health, and disability accommodation.

One day last December, the school’s principal, Candido Brown, called Ms. Ogundiran and said her daughter, then 6, was having a bad day. Mr. Brown warned that if she continued to do things that were defiant and unsafe — including, he said, pushing or kicking, moving chairs or tables, or refusing to go to another classroom — he would have to call 911, Ms. Ogundiran recalled. Already feeling that her daughter was treated unfairly, she went to the school and withdrew her on the spot.

Success Academy, the high-performing charter school network in New York City, has long been dogged by accusations that its remarkable accomplishments are due, in part, to a practice of weeding out weak or difficult students. The network has always denied it. But documents obtained by The New York Times and interviews with 10 current and former Success employees at five schools suggest that some administrators in the network have singled out children they would like to see leave.

At Success Academy Fort Greene, the same day that Ms. Ogundiran heard from the principal, her daughter’s name was one of 16 placed on a list drawn up at his direction and shared by school leaders. A Harrisonburg education attorney is following this story closely.

Nine of the students on the list later withdrew from the school. Some of their parents said in interviews that while their children attended Success, their lives were upended by repeated suspensions and frequent demands that they pick up their children early or meet with school or network staff members. Four of the parents said that school or network employees told them explicitly that the school, whose oldest students are now in the third grade, was not right for their children and that they should go elsewhere.

The current and former employees said they had observed similar practices at other Success schools. According to those employees, who spoke on the condition of anonymity to protect their jobs or their relationships with people still at the network, school leaders and network staff members explicitly talked about suspending students or calling parents into frequent meetings as ways to force parents to fall in line or prompt them to withdraw their children.

Last year, for instance, the principal of Success Academy Harlem 2 Upper, Lavinia Mackall, told teachers not to automatically send annual re-enrollment forms home to certain students, because the school did not want those students to come back, two former members of the school’s staff said. Ms. Mackall said that her comments had been misinterpreted and that she was trying to encourage parents to take the school’s requirements seriously, but that she also did not believe the school was right for all students.

In another example, a current employee said, a network lawyer in a conversation with colleagues described a particularly unruly student’s withdrawal as “a big win” for the school.

In a written response to questions, Success Academy’s spokeswoman, Ann Powell, said that the “Got to Go” list was a mistake and that the network quickly got wind of it and reprimanded Mr. Brown, the principal. An Idaho education lawyer provides professional legal counsel and extensive experience in many aspects of education law.

Ms. Powell said that Success schools did not push children out, and that what might look like an effort to nudge students out the door was actually an attempt to help parents find the right environment for their children. Some on the list required special education settings that Success could not offer them, she said.

Mr. Brown said in an email that he thought the disruptive behavior of the students on the list was dragging the whole school down, and “I felt I couldn’t turn the school around if these students remained.”

Once he was reprimanded, though, he and his staff tried to work with those students, he said.

Even so, five left before the end of the school year, and four more departed over the summer.

As to the child’s withdrawal being a “big win,” Ms. Powell said, “if we have a parent whose child really needs to be in a different school, which was a better learning environment for him/her to succeed in and the parent had trouble accepting their child’s needs, might that be characterized as a ‘big win?’ Yes.”

On Thursday, after this article was published online, Eva S. Moskowitz, a former New York City councilwoman who runs Success Academy, was asked by reporters about the “Got to Go” list. Ms. Moskowitz said that given her network’s size, “mistakes are sometimes made.” She declined to answer further questions, saying she would hold a news conference on Friday to discuss “the mistake that was made in that particular case.”

Frequent Suspensions

Success Academy is the city’s largest charter school network. It has 34 schools, and plans to grow to 70 in five or six years.

The network serves mostly black and Hispanic students and is known for exacting behavior rules. Even the youngest pupils are expected to sit with their backs straight, their hands clasped and their eyes on the teacher, a posture that the network believes helps children pay attention. Ms. Moskowitz has said she believes children learn better with structure and consistency in the classroom. Good behavior and effort are rewarded with candy and prizes, while infractions and shoddy work are penalized with reprimands, loss of recess time, extra assignments and, in some cases, suspensions as early as kindergarten. An Atlanta education lawyer is following the details of this story.

Charter schools are privately run but publicly funded and admit children by lottery. Similar to a traditional public school, a charter school must provide a seat to a child who has enrolled unless the student withdraws, is expelled, turns 21 or moves out of the state. Charter schools must follow strict guidelines before formally expelling any student, and Success has done so only once since its first school opened in 2006. But Success’s critics accuse it of pushing children out by making their parents’ lives so difficult that they withdraw.

Suspensions at Success, which typically last one or two days, are frequent compared with traditional public schools. In the 2012-13 school year, the most recent one for which state data is available, Success schools suspended between 4 percent and 23 percent of their students at least once, with most suspending more than 10 percent. According to the most recent statistics from the city’s Education Department, from 2013-14, traditional public schools suspended 3 percent of students that academic year.

Ms. Moskowitz has said that suspensions can make parents recognize the seriousness of their children’s misbehavior and that removing students who are acting dangerously from the classroom protects teachers and allows them to do their jobs more effectively.

Principals at Success, many in their 20s and 30s, frequently consult with a team of lawyers before suspending a student or requiring a parent to pick up a child early every day. It was a member of that team who described a student’s withdrawal from the Success Academy in Union Square to colleagues as a “big win,” the current employee said.

James D. Merriman, the chief executive officer of the New York City Charter School Center, a group that advocates and supports charter schools, said it was unrealistic to expect any given school to be a good fit for every child. And Mr. Merriman noted that the city had many traditional public schools that required a test or other screening for admission, schools that by definition did not serve all students.

“I think if you asked most charter leaders they’d say that their goal is to be a fit for as broad an array of children as possible,” he said, “and they’re working very hard to that end.”

Under Pressure

Mr. Brown arrived at Success Academy Fort Greene, which shares a white-brick building with a public school in the shadow of the Brooklyn-Queens Expressway, in November 2014. He was the school’s third principal since it opened a year earlier, and he said he found the school, with 224 students, out of control. Children behaved violently, he said, and teachers were overwhelmed and starting to feel hopeless.

“If the school had been better managed from the start, then we could have done better by these students and probably could have kept more of them,” he said in an email. “However, it is also the case that for some of them, Success wasn’t the best place. Some of them needed an alternative setting with highly specialized services. And some parents just didn’t agree with our philosophy.” A Louisville education lawyer is reviewing the details of this case.

Some of the parents whose children were on the “Got to Go” list acknowledged that they did not agree with how the school managed behavior. But several also said that both before and after the list was created, they thought school and network employees were trying to push them out.

Folake Wimbish said her son, who has attention deficit hyperactivity disorder, was suspended 19 times last year, in first grade, and missed 26 days. Success said her son was intellectually gifted but struggled with behavior, “often hitting, kicking, biting and spitting at other children and adults.”

In early December, while Ms. Wimbish was pushing the school to evaluate her son for special education services, she was called to a meeting in Lower Manhattan with the network’s assistant general counsel and its associate special education manager, Julie Freese. She said Ms. Freese told her that, because of his suspensions, her son was missing out on his education, and she needed to think about his well-being.

“She said, ‘Why don’t you just put him in another school, because he’s suffering,’ ” Ms. Wimbish said.

Ms. Wimbish withdrew her son at the end of the year, because with the suspensions and calls to pick him up, she said, “I started feeling like I was going to have a breakdown.” He now attends Public School 119 in Brooklyn, where Ms. Wimbish said he was very happy and had not been suspended once.

Monique Jeffrey said her son, who was in kindergarten last year, was suspended so many times she “stopped counting.” In the middle of the year, Ms. Jeffrey said, the school’s education manager, Rebecca Fleischman, told her that her son had emotional and behavioral issues the school could not handle and that she should look for another school. Ms. Jeffrey withdrew him at the end of the year.

Nicey Givens, the mother of another student on the list, said her son, also a kindergartner last year, was suspended many times, in some cases, the school told her, for fighting. Ms. Fleischman said in an email that a special education committee of the school district recommended that the boy be placed in a type of special education class the school did not offer in his grade. Ms. Givens recalled that Ms. Fleischman told her the school did not have the resources to serve her son and offered to help find him a placement in a regular public school. Her son now attends P.S. 287.

Ms. Powell, the Success spokeswoman, said the charter network was deeply committed to serving special education students and it was prevented from offering more special education classes because the city had not granted it enough classrooms. “Helping some students find better placements is not wrong,” she added. An Atlanta education lawyer provides professional legal counsel and extensive experience in many aspects of education law.

Around the time the “Got to Go” list was created, Mr. Brown and the school’s dean spoke with the principal of another Success school in Brooklyn, and the dean shared with her colleagues some notes from that conversation. The notes were part of an email exchange shown to The Times by a former Success employee.

The notes describe several suggestions for dealing with families who are “not on board” and discussed 911 calls.

The notes also appear to allude to the possibility of getting one child on the “Got to Go” list classified as a 12:1:1 special education student. Those students are entitled to classrooms limited to 12 students, with one teacher and one aide, so Success Academy, which offers only five such classes in a network serving 11,000 students, might not be able to meet the needs of every 12:1:1 student.

Ms. Fleischman, the education manager, warned her colleagues in a follow-up email that the goal should not have been put in an email and that, in any case, a 12:1:1 classification “does not guarantee a withdrawal.”

Asked this month about that remark, she said that she was saying only that the parent of a 12:1:1 student would not be required to take the student out, and was not alluding to any effort to ensure the child would leave.

Mixed Messages

Some of the parents whose children were on the list said that while some school employees were advising them to leave, others were sending reassuring messages.

On Feb. 2, a teacher, Hannah Hodari, wrote an email to Ms. Jeffrey about her son’s progress in math. “I can totally tell you have been working with him, he was very enthusiastic today and his work and focus was much improved,” the teacher wrote.

In June, after Ms. Jeffrey had decided to withdraw her son, Ms. Hodari urged her to reconsider, saying in an email that she would be “so excited” to see him return and “watch him be successful” in first grade.

“However,” the teacher added, “I also understand where your concerns and doubts come from.”

Ms. Powell, the spokeswoman, said: “We make tremendous efforts to keep all children. We do this because morally once a child enters our doors, they are ours, and we want them to succeed.”

She also named three mothers of children on the “Got to Go” list who were still at the school, saying they would be able to describe the efforts that Success had made to keep their students there.

One of those mothers, Aisha Cooper, said her son, now in second grade, had struggled with his behavior because he was easily distracted, had difficulty keeping his eyes on the teacher and would sometimes call out in class. She said he was suspended once in kindergarten for throwing a snow globe across the room, and she recalled his kindergarten teacher’s once suggesting that maybe Success was not a good fit for him.

Ms. Cooper said she never felt as if the school wanted him gone. She said she liked the school so much that she was planning to send her daughter there for kindergarten next year.

But when a reporter asked if she knew that her son had been included last year on the “Got to Go” list, Ms. Cooper said she did not.

“I’m a little upset about that,” she said after a minute. “They could have let me know he was on a list that he ‘had to go.’ And I would have asked them why, because he’s not a bad child. He just talks too much sometimes.

“He doesn’t hit kids, he doesn’t knock kids over, he doesn’t scream, he just talks too much. So I don’t understand why he’s on this list.”

Thursday, November 12, 2015


Original Story: nytimes.com

FORT McMURRAY, Alberta — At a camp for oil workers here, a collection of 16 three-story buildings that once housed 2,000 workers sits empty. A parking lot at a neighboring camp is now dotted with abandoned cars. With oil prices falling precipitously, capital-intensive projects rooted in the heavy crude mined from Alberta’s oil sands are losing money, contributing to the loss of about 35,000 energy industry jobs across the province. A Tulsa mineral rights lawyer is following this story closely.

Yet Alberta Highway 63, the major artery connecting Northern Alberta’s oil sands with the rest of the country, still buzzes with traffic. Tractor-trailers hauling loads that resemble rolling petrochemical plants parade past fleets of buses used to shuttle workers. Most vehicles carry “buggy whips” — bright orange pennants attached to tall spring-loaded wands — to help prevent them from being run over by the 1.6-million-pound dump trucks used in the oil sands mines.

Despite a severe economic downturn in a region whose growth once seemed limitless, many energy companies have too much invested in the oil sands to slow down or turn off the taps. In addition to the continued operation of existing plants, construction persists on projects that began before the price fell, largely because billions of dollars have already been spent on them. Oil sands projects are based on 40-year investment time frames, so their owners are being forced to wait out slumps. A Tulsa oil and gas lawyer represents gas and oil clients in federal and state matters and in federal and state courts.

“It really is tough right now,” said Greg Stringham, the vice president for markets and oil sands at the Canadian Association of Petroleum Producers, a trade group that generally speaks for the industry in Alberta. “We see kind of a lot of volatility over the next four or five years.”

After an extraordinary boom that attracted many of the world’s largest energy companies and about $200 billion worth of investments to oil sands development over the last 15 years, the industry is in a state of financial stasis, and navigating the decline has proved challenging. Pipeline plans that would create new export markets, including Keystone XL, have been hampered by environmental concerns and political opposition. The hazy outlook is creating turmoil in a province and a country that has become dependent on the energy business.

Canada is now dealing with the economic fallout, having slipped into a mild recession earlier this year. And Alberta, which relies most heavily on oil royalties, now expects to post a deficit of 6 billion Canadian dollars, or about $4.5 billion. The political landscape has also shifted.

Last spring, a left-of-center government ended four decades of Conservative rule in Alberta. Federally, polls suggest that the Conservative party — which championed Keystone XL and repeatedly resisted calls for stricter greenhouse gas emission controls in the oil sands — is struggling to get re-elected in October. A Tulsa oil and gas attorney is reviewing the details of this story.

“The pendulum has swung,” said Stephen Ross, the president of Devonian Properties, an Alberta development company that has built several residential and commercial properties in Fort McMurray.

Since the end of the World War ll, oil has made Alberta wealthy. The increase in oil sands development since the early 2000s had only intensified the province’s good fortune and turned obscure Fort McMurray into a boomtown and an outsize contributor to the entire Canadian economy.

When Mr. Ross first bought development land here in 2000, he paid about 27,000 Canadian dollars an acre. He stopped buying land long before it hit one million Canadian dollars an acre.

“The town has had huge growing pains,” Mr. Ross said. “It’s like something you’ve never seen.”

Operating oil sands plants quickly decreased budgets and cut services, like equipment cleaning, which were deemed optional. And as portions of construction projects are finished, construction workers are sent packing. The halt on new projects has left order books increasingly blank at a variety of suppliers, like engineering firms.

Since the price collapse, Teck Resources has delayed the start of its oil sands project by five years to 2026. Cenovus Energy substantially reduced budgets for its long-term developments. And Osum Oil Sands has set aside some of the expansion planned for a project it purchased from Shell last year. The Chinese-owned company Nexen, which had its oil sands production curtailed by regulators for about a month in August because of a pipeline leak, has deferred plans to build another upgrader facility, where tar-like bitumen of the oil sands is converted into synthetic crude oil, until the end of 2020.

These projects, and others that have begun over the last 15 years, have largely been built and operated by an itinerant work force. These workers fly into Fort McMurray’s new airport terminal and are bused to work camps up to two hours away. Their lives are a cycle of three straight weeks of long shifts interrupted by 10-day trips home.

That transient population has little or no connection to the city when working. When laid off, they become unemployment statistics, not in Alberta, but in the provinces of their hometowns. It’s also in those regions, more than Alberta, where the loss of once-large paychecks is most felt, having a ripple effect across the country. A Tulsa environmental lawyer provides professional legal counsel and extensive experience in many aspects of environmental law.

For Canadian oil executives, the significant shift in the province’s politics is of great concern. Rachel Notley, the new premier and leader of the New Democratic Party, has said that she would prefer more refining to take place in Alberta instead of shipping more oil sands production to the United States via Keystone XL. And speaking to the Alberta Chamber of Commerce last month, Ms. Notley told the energy industry that it must “clean up its environmental act.”

One executive and investor, who did not want to be named while the province is reviewing his industry, said growing sentiment that the industry does not pay Alberta enough in royalties and lags on environmental protections will kill new investments, even if prices start to rise.

“There’s never been a time when I’ve been less optimistic,” he said. “The general public doesn’t know how bad it is. It just hasn’t hit yet.”

He did, however, acknowledge that environmentalists had won the debate on Keystone XL as well as various other pipeline plans.

“I don’t know how the issue got away, but it’s obvious now that it did,” he said.

And the workers who have benefited from the boom are now realizing that their stretch of good luck might be over, permanently.

Réjean Godin, a truck driver and heavy equipment operator, began the long-distance commute from the Atlantic province of New Brunswick 13 years ago. Since then, he’s earned wages four or five times the rate of those back home, an area of high unemployment.

Standing near his well-worn Toyota RAV4 that still bears New Brunswick license plates, Mr. Godin, who lives in a work camp, recited all of the different projects in which hundreds of workers had been laid off — layoffs that he’d learned about over the previous few days. He fears that the days of high pay for delivering water to work camps and hauling their sewage away may be over for both himself and his 30-year-old son, who joined him in Alberta.

“I’m not sure if we’re going to come next year,” Mr. Godin said in the dusty yard of a trucking company in Fort MacKay, Alberta, a town down the Athabasca River from Fort McMurray. “What you hear everywhere is the price is low so we’ve got to cut this, we’ve got to shut that down a little bit. We go day by day because we never know.”


Original Story: nytimes.com

The New York State attorney general on Tuesday ordered the two biggest daily fantasy sports companies, DraftKings and FanDuel, to stop accepting bets from New York residents, saying their games constituted illegal gambling under state law.

The cease-and-desist order by the attorney general, Eric T. Schneiderman, is a major blow to a multibillion-dollar industry that introduced sports betting to legions of young sports fans and has formed partnerships with many of the nation’s professional sports teams. A Phoenix gambling lawyer is following this story closely.

Given the New York attorney general’s historic role as a consumer-protection advocate, legal experts said the action was likely to reverberate in other states where legislators and investigators are increasingly questioning whether the industry should operate unfettered by regulations that govern legalized gambling.

“It is clear that DraftKings and FanDuel are the leaders of a massive, multibillion-dollar scheme intended to evade the law and fleece sports fans across the country,” Mr. Schneiderman said, adding, “Today we have sent a clear message: not in New York, and not on my watch.”

Fantasy sports companies contend that their games are not gambling because they involve more skill than luck and were legally sanctioned by a 2006 federal law that exempted fantasy sports from a prohibition against processing online financial wagering. That view is being challenged as fantasy sites have begun offering million-dollar prizes and bets on individual sports, such as golf, mixed martial arts and Nascar races, magnifying the element of chance and making the exemption more difficult to defend.

On Tuesday afternoon, as news of the attorney general’s order began to trickle out, DraftKings sent an email to its players, saying, “Attorney General Eric Schneiderman is considering preventing New Yorkers from playing daily fantasy sports,” and added: “Hey, New York, protect your right to keep playing daily fantasy sports. Contact the attorney general today!” A Los Angeles finance lawyer is reviewing the details of this story.

Sabrina Macias, a spokeswoman for DraftKings, said, “We’re disappointed he hasn’t taken the time to meet with us or ask any questions about our business model before his opinion.” She said there were more than 500,000 daily fantasy sports users in New York State.

Eric Soufer, a spokesman for the attorney general, disputed Ms. Macias’s account, and said the attorney general’s office had multiple meetings with representatives from DraftKings before issuing the order.

In response to the letter it received from the attorney general, DraftKings said, “We strongly disagree with the reasoning in his opinion and will examine and vigorously pursue all legal options available.”

In a statement, FanDuel said: “Fantasy sports is a game of skill and legal under New York state law. This is a politician telling hundreds of thousands of New Yorkers they are not allowed to play a game they love and share with friends, family, co-workers and players across the country.”

The two companies can challenge the attorney general’s order in court. According to Joseph M. Kelly, a professor of business law at the State University College at Buffalo, the state would have to prove that chance is a material factor in fantasy sports, which would make it gambling.

Players who bet on fantasy sports assemble their own teams of professional athletes who compete based on their statistical performances in games. Mr. Schneiderman’s order does not apply to seasonal competitions or to other companies that offer fantasy games.

By concluding that daily fantasy games constitute gambling, Mr. Schneiderman has also directed an uncomfortable spotlight on some professional sports leagues that oppose gambling while maintaining financial partnerships with daily fantasy sports sites.

A recent New York Times investigation reported that operators of online gambling sites had begun investing in fantasy companies and that some of DraftKings’ senior managers came from online gambling companies or were professional poker players.

Mr. Schneiderman began investigating the fantasy sites after a DraftKings employee inadvertently released internal betting data and that same week won $350,000 on FanDuel, which is based in New York. DraftKings hired an outside law firm to investigate the matter, and found that the employee did nothing wrong. Both fantasy companies had allowed employees to bet on rival sites, but no longer do. Mr. Schneiderman asked the two companies for internal data and details on how they prevent fraud.

Nevada regulators ruled last month that daily fantasy sports should be considered gambling, and ordered fantasy companies to suspend operations until they secured gaming licenses. A Florida grand jury has subpoenaed records of the fantasy sports trade group, the United States attorney in Manhattan has begun an investigation, and the F.B.I. office in Boston, where DraftKings’ headquarters are, has begun interviewing fantasy players.

In addition, nearly a dozen states are considering some form of fantasy sports legislation, according to GamblingCompliance, an independent service that monitors gambling legislation.

The attorney general’s office also said that ads on the two sites “seriously mislead New York citizens about their prospects of winning.” State investigators found that to date, “the top 1 percent of DraftKings winners receive the vast majority of the winnings.”

For much of the N.F.L. season, DraftKings and FanDuel have blanketed television with advertising, spending more than $100 million each, and consistently ranking among the top companies each week in buying airtime.

Last September, FanDuel said it was signing 20,000 to 30,000 players every day. Major League Baseball, the N.B.A. and companies like Comcast, NBC and Google are among its investors. Nearly every N.F.L. team has a sponsorship deal with DraftKings or FanDuel, and two powerful N.F.L. owners — Jerry Jones of the Dallas Cowboys and Robert K. Kraft of the New England Patriots — have equity stakes in the companies.

The attorney general’s office said daily fantasy sports “appears to be creating the same public health and economic problems associated with gambling.” The National Council on Problem Gambling says it has received reports of “severe gambling problems” in some people who play daily fantasy sports, while noting that seasonal competitions with minimal prizes “offer little risk.”


Original Story: cnbc.com

Shares of Whole Foods plunged as much as 9 percent after the company released fiscal fourth-quarter earnings Wednesday.

Whole Foods also announced a $1 billion stock buyback program, dividend increase and capital structure plan. An ESOP lawyer is reviewing the details of this story.

The grocery chain posted quarterly revenue of $3.44 billion, missing analysts' expectations for $3.47 billion, according to Thomson Reuters. Whole Foods reported GAAP earnings per share of 16 cents. Adjusted for one-time items, the retail chain reported earnings per share of 30 cents, missing the 34-cent mark analysts had been expecting.

The shares later recovered slightly to a drop of 6 percent in extended trading.

Comparable-store sales — a key metric for the company — decreased 0.2 percent during the quarter. Analysts had expected growth of 0.7 percent, according to consensus estimates from Consensus Metrix. An Atlanta securities lawyer has extensive experience representing broker-dealers, registered representatives, investment advisers, and financial planners in securities matters.

The company attributed the big miss to competition among its own stores and mainstream retailers as well as negative publicity surrounding a New York City overcharging scandal.

Whole Foods, which is battling to lower prices while maintaining its position as a high-quality retailer, has become one of the biggest turnaround stories in the U.S. food sector.

"In this dynamic and increasingly competitive marketplace, we recognize we need to move faster and go deeper in creating a solid foundation for our long-term profitable growth," Co-CEO Walter Robb said on the earnings conference call.

"Promotions and price investments are an integral part of our conversation, but we are not participating in a race to the bottom."

Robb also told investors that comps could "get marginally worse before they get better [in fiscal 2016], with an inflection point later in the year." Restructuring costs could also lead to a decline in operating margin of up to 75 basis points from the 6.1 percent Whole Foods reported a year ago.

The deceleration in same-store sales has troubled investors in Whole Foods, which is fighting to keep a grip on the natural and organic grocery category it pioneered and long dominated. An Albany restructuring lawyer is following this story closely.

"They've been pushing the buyback lever for a while here," Leigh Drogen, CEO of open financial estimates platform Estimize, told CNBC. "The problem here is not anything that Whole Foods actually has an ability to change, it's just the total addressable market issue. They've saturated the market with what this product is, and there's really nothing for them to do at this point."

The $1 billion buyback would bring the company's total share repurchase program to $1.3 billion. Whole Foods also declared a 4 percent increase in the quarterly dividend, payable in January.

Last month, the company announced a minority stake in the upscale sandwich chain Mendocino Farms. It did not disclose the size of the investment.

The news came about a month after Whole Foods said it would cut its staff by 1.6 percent as it works to lower prices and better compete in the food retail industry.

The specialty food company's shares have declined nearly 40 percent this year amid growing competition from mainstream retailers who have increased their natural and organic food offerings.

In comparison, the S&P 500 food and staples retailing industry group, which includes shares of Whole Foods, Wal-Mart and Costco Wholesale as well as other retailers, has declined just 6 percent on the year.

Thursday, November 5, 2015


Original Story: usatoday.com

SAN FRANCISCO - Expedia is deepening its travel-company bench with a $3.9 billion purchase of vacation rental site HomeAway.

Bellevue, Wash-based Expedia announced the deal Wednesday, which adds the Austin, Texas, company to a portfolio that also includes booking sites Orbitz and Travelocity. A Los Angeles M&A lawyer assists clients in leveraged buyouts, company reorganizations, and mergers and acquisitions.

“We have long had our eyes on the fast growing $100 billion alternative accommodations space and have been building on our partnership with HomeAway, a global leader in vacation rentals, for two years,” Dara Khosrowshahi, Expedia's CEO, said in a release. “Bringing HomeAway into the Expedia family and adding its leading brands to our portfolio of the most trusted brands in travel is a logical next step.”

HomeAway's stock (AWAY) was up 22% in after hours trading on the news, while Expedia shares were down at the close 1.63% to $134.17.  HomeAway's brands include HomeAway, VRBO (Vacation Rental By Owner) and similar sites overseas. All told, the company says it represents 1 million paid listings in 190 countries. A Los Angeles finance attorney is reviewing the details of this story.

The deal comes on the same day that short-term accommodations giant Airbnb won a significant victory in San Francisco, where voters shot down a measure that would put greater restrictions on those seeking to rent out rooms or entire properties. Airbnb argued that its service helps homeowners stay in their residences by providing extra income through rentals, while opponents - who were outspent eight to one by Airbnb - countered that Airbnb rentals cut into already scarce housing options.

While Airbnb typically offers short-term rentals and HomeAway often targets travelers looking for one-week or longer stays, buying HomeAway instantly allows Expedia to expand its options for consumers beyond hotels.

"We're eager to benefit from Expedia's distribution, technology and expertise, which will allow us to provide an even better product and service experience for our owners, property managers and travelers," said HomeAway CEO Brian Sharples in a statement. "In this way, I believe our combination with Expedia will turbocharge our growth and industry leadership for many years to come." A Los Angeles real estate lawyer is following this story closely.

The transaction, a combination of cash and stock, amounts to $38.31 per share based on Expedia's stock price at the end of day on Nov. 3.

It’s the latest acquisition for Expedia, the number one digital travel provider, which purchased Orbitz Worldwide for roughly $1.6 billion earlier this year. In January, it bought Travelocity for $280 million. Hotels.com, and Hotwire are some of the other sites that fall under Expedia's umbrella.

Expedia chief financial officer Mark Okerstrom said during the investors call that "this acquisition is a bit different,'' from the other deals forged this year. "Specifically we anticipate that HomeAway will continue to be run relatively autonomously out of Austin.''

HomeAway, which sees $15 billion in bookings from its vacation rental listings, expects its online transactions to grow significantly because of its tie-up with Expedia. "Maybe about a fourth to third of revenue is through (the) online booking channel,'' Sharples said in a call with investors on Wednesday. But in the next two to three years, "we hope to have most of our transactions running through.''

Sharples added that “this is a place where everyone's going to have to be. . . It’s just too big for people who are in this business to ignore.’’

The HomeAway deal is expected to become final during the first three months of next year.


Original Story: chicagotribune.com

Kraft Heinz announced Wednesday that it will move Oscar Mayer and the company's U.S. meats business from Madison, Wis., to Chicago — a move that will add 250 jobs to Chicago's Aon Center.

The company also announced plans to consolidate its production facilities during the next two years, which will result in the shutdown of seven North American manufacturing facilities: Fullerton, Calif.; San Leandro, Calif.; Federalsburg, Md.; St. Mary's, Canada; Campbell, N.Y.; Lehigh Valley, Pa., and the one in Madison.

The closings will result in the loss of about 2,600 manufacturing jobs at the company, including 700 in Madison. About 50 non-manufacturing positions in Madison also will be cut and not moved to Chicago. A Nashville labor lawyer is reviewing the details of this story.

Kraft Heinz also plans to transfer part of its cheese production in Champaign to other factories in its network, a move that could mean the loss of some of the 1,400 jobs at the plant, which will still produce sauces and dry goods like mayonnaise, Miracle Whip and pourable salad dressings.

The massive consolidation plan "is a critical step in our plan to eliminate excess capacity and reduce operational redundancies for the new combined company," Kraft Heinz spokesman Michael Mullen said in a statement.

He added, "We have reached this difficult but necessary decision after thoroughly exploring extensive alternatives and options."

The announcement continues to confirm the fears of major cost-cutting and job reductions that surfaced soon after H.J. Heinz announced plans in March to acquire Northfield-based Kraft Foods Group, creating the third-largest food and beverage company in North America. The company aims to slash $1.5 billion in costs by the end of 2017. A Hartford employment attorney provides experienced advocacy in many matters of employment law.

The deal closed in early July and two weeks later, Kraft Heinz announced it would relocate its Northfield headquarters to Aon Center in early 2016, occupying 170,000 square feet over five floors in the city's third-tallest building. It is also maintaining offices in Pittsburgh.

In August, the company said it would lay off 700 of its Northfield employees as part of a broader plan to cut 2,500 salaried jobs in the U.S. and Canada. Most of those cuts have already occurred, Mullen said.

Before those layoffs, about 2,000 people were employed in Northfield.

Kraft traces its start to Chicago, where J.L. Kraft began selling cheese to local merchants in 1903. Oscar Mayer has been in Madison since 1919, and its exit from the community will be felt far beyond the factory floor, said Mayor Paul Soglin.

"When you take the payroll, the production, the packaging materials and all that goes into the operation at Oscar Mayer, which has been going on for over 100 years, and then extend that to the dry cleaners, the retailers, the supermarkets, the neighborhood groceries, the local dining spots, kids sporting activities, (the impact) is very significant," Soglin said at a news conference after the announcement. A Memphis business lawyer assists clients in several aspects of safeguarding the continuity of their business.

"Keep in mind when General Motors closed the GM plant. The ripple effect throughout the state was extensive. It's not just limited to the plant site itself."

In Chicago, Mayor Rahm Emanuel lauded the 250 Kraft Heinz jobs as another example of the city staking its position as a center for food company headquarters. Just last month, ConAgra Foods announced its plans to move its headquarters from Omaha to Chicago, locating 700 jobs in the Merchandise Mart.

"This builds on Chicago performing in that space in a very strong way," Emanuel said in an interview.

Monday, November 2, 2015


Original Story: macombdaily.com

Winters are not easy for seniors. The risk of seniors being hospitalized spikes to its highest during winter months because of respiratory infections and other winter hazards, such as falls on ice. Geriatric nurses, however, believe that spike in hospitalization can be greatly reduced. Skilled nursing in Harper Woods provide blood-sugar testing, home infusion therapy, and hospice assistance.

“Keeping seniors safe at home and out of the hospital starts with family intervention,” says Kerry Gatti, owner of the Home Instead Senior Care of Shelby Township, a network that provides personalized care, support and education to help enhance the lives of aging adults. Gatti, also a registered nurse who has always been drawn to geriatrics, started the company 12 years ago.

Caregivers employed by Home Instead Senior Care work with a list of clients who are living on their own but need some assistance, including something as simple as a ride to the doctor’s office or light housekeeping, meal preparation or even recovery at home after a hospital stay. A private duty nurse in Clinton Township provides hygiene care and personal safety home evaluations.

“We have 100 seniors in our care — I think the youngest is 63 and the oldest is 101,” says Gatti, whose staff not only assists a list of clients but provides information to family and friends so they can help.

Most recently, Home Instead Senior Care has been offering families a free guide. Developed by Dr. Carolyn Clevenger, incoming president of the Gerontological Advanced Practice Nurses Association, “The Five Ways to Prevent Senior Hospitalizations” points out common risk factors and the steps families can take to help ensure their seniors enjoy healthy lifestyles.

Among the recommendations are ensuring that seniors take preventative health measures such as getting a flu shot and encouraging the use of assistive equipment. Home care in Sterling Heights is available 24 hours a day, 7 days a week.

“No matter what age you are, you still have your pride,” Gatti says. And it’s pride that often deters seniors from using assistive equipment they might need. Gatti says they try to gently impress upon the seniors the importance of using their walker or even something as simple as A plastic medication organizer.

To help even further, families can install equipment in the house that makes life easier for seniors, such as grab bars in the tub, shower and near the toilet.

Take a tour of the home and look for hazards such as throw rugs that slide easily, or furniture that’s unstable. Is there enough light in the rooms for someone whose vision is changing? Do they have smoke detectors? Is the kitchen workable for a senior? Can they reach the pots and pans without having to climb on a stool? During the tour, take notes to refer to later such as adding batteries to the smoke detector and double-sided tape to slippery throw rugs. Livonia senior home care services allow the elderly to achieve the quality of life they deserve.

In Home Instead’s recent survey of community-based facilities like hospitals, doctor offices and adult day care, nurses say one of the most common actions by seniors that puts them at risk of hospitalization is waiting too long to seek medical attention. They estimate that nearly half of all seniors put off medical appointments or have problems assessing medical care.

It’s for this reason senior care providers recommend that a family member or friend go accompany seniors on doctor appointments. Gatti says a lot of people who are really involved in their parents’ care keep notes and go over the instructions given by the doctor afterward.

“Driving, of course, is a huge deal,” says Gatti, whose own grandmother insisted she was OK to drive. “She was in her 80s. We knew that she wasn’t capable any more but she wasn’t ready to give up her license, independence.” Eventually, she got into a fender bender and that ended the debate.

Some seniors might have no trouble living on their own, but even then, Gatti recommends that family and friends check up on them, especially now, when people are cooped up indoors. “For sure, at least once a week, call,” Gatti says. Hearing your voice is not only reassuring but sharing exciting news can be uplifting. Still, nothing beats a personal visit. An Ozona custom home builder can help you create a home best suited for your needs.

This is especially important if a senior was hospitalized for any reason.

“When a senior goes into the hospital they are pretty much put into a bed,” Gatti says. A physical therapist might pay them a visit during their stay but for the most part they are idle. As a result of the lack of activity, for every one day a senior is in bed it will take three days to recover their strength.

“That’s huge,” says Gatti, who broke her leg a couple of years ago and was incapacitated for a long period of time. “I couldn’t believe how long it took me to regain my strength and I’m in my 50s, so for someone older (and already weak because of muscle atrophy) it’s even harder.” Plymouth MI elder care supports patients with intensive, highly specialized care for acutely ill or severely traumatized patients.

While you’re there visiting, offer to help with tasks they might have avoided because of fatigue, such as showering. Ask about any follow-up appointments that might require a ride to the doctor’s office. Or share a pot of tea and the time you have with them.

Tuesday, October 27, 2015


Original Story: wsj.com

A banker and a former politician from Kazakhstan tried to launder tens of millions of dollars of stolen money through New York real-estate holdings, a civil lawsuit alleges.

The men allegedly conspired with New York developer Joseph Chetrit to hide at least $40 million by investing in a former Manhattan hotel and the Cabrini Medical Center, according to a complaint filed on Oct. 12 by Kazakhstan’s largest city, Almaty, and one of the nation’s biggest lenders, BTA Bank. A New York commercial real estate lawyer provides professional legal counsel and extensive experience in many aspects of commercial real estate law.

The Kazakh men, ex-BTA chairman Mukhtar Ablyazov and former Almaty mayor Viktor Khrapunov, are separately under investigation for criminal fraud in Kazakhstan, the complaint says. Mr. Ablyazov is alleged to have stolen billions of dollars from BTA and Mr. Khrapunov is alleged to have stolen about $300 million from Almaty, according to the complaint, filed in federal court in Manhattan.

The Kazakh men parked “corrupt assets” in New York City real estate to avoid the scrutiny of escalating international investigations, the complaint alleges. Mr. Chetrit, also a defendant in the lawsuit, was aware of the criminal investigations of the Kazakhs when he agreed to use their money for his projects, according to the complaint. The suit seeks damages of up to $18 billion and was filed by law firm Boies, Schiller & Flexner LLP. A New Orleans commercial real estate lawyer is following this story closely.

Mr. Ablyazov, who is being held by authorities in France, couldn’t be reached for comment. Previously, he has said he is innocent of any criminal wrongdoing and all accusations against him are ungrounded and politically motivated.

Peter Sahlas, an attorney for the Ablyazov family, said the former bank chairman had not been served and was unaware of the New York lawsuit.

The family would consider the suit “just another instance of a corrupt and kleptocratic foreign regime availing itself of the U.S. legal system to carry out its political vendettas,” Mr. Sahlas said in an interview.

A spokesman for Mr. Khrapunov said: “Having obtained nothing after years of proceedings in Switzerland and the United States, Kazakhstan is trying again to use the legal system of a Western country to harass and destroy political opponents.” A Las Vegas commercial real estate lawyer represents clients in commercial real estate defense claims.

Mr. Chetrit and his lawyer didn’t respond to requests for comment.

The suit represents a rare specific legal allegation of money laundering through U.S. real estate.

Foreign buyers in recent years have flooded into major markets like Manhattan, particularly attracted to high-end condominiums, as they seek stable, long-term investments, property analysts say.

But with few disclosure requirements in the U.S. for real-estate transactions—wealthy buyers often preserve their anonymity by making purchases using limited liability companies—money-laundering experts warn the area is ripe for abuse by those looking to park ill-gotten gains. A Greenville commercial real estate lawyer is reviewing the details of this case.

Because the use of corporate structures to buy real estate has become commonplace, including by legitimate buyers who want to protect their privacy or other assets from liability, a sale to an LLC doesn’t necessarily raise red flags.

Banks and brokerages are far more regulated than real estate and are required to report suspicious activity. Real estate doesn’t face such requirements, which is an “enormous loophole in our financial system,” said Louise Shelley, director of the Terrorism, Transnational Crime and Corruption Center at George Mason University.

Mr. Chetrit has done numerous high-profile deals, including for the former Sony Building on New York’s Madison Avenue, which he bought with partners for $1.1 billion in 2013. He previously was a co-owner of the Willis Tower, the former Sears Tower, in Chicago. A Louisville commercial real estate attorney has managed a variety of commercial real estate cases for a wide range of clients.

Mr. Chetrit sold the Kazakh men, through their special purpose vehicle, stakes in two Manhattan properties now closed and being converted into condo buildings, according to the complaint: the Flatotel and the Cabrini Medical Center.

Mr. Chetrit referred to one of the Kazakhs’ contacts with code names like “Jose” and “Pedro” in conversations secretly recorded by an associate of the Kazakhs, according to the complaint.

As chairman of BTA, Mr. Ablyazov directed the bank to make a series of loans to companies under his control that were never repaid to BTA, according to the complaint. BTA in 2009 defaulted on debt held by foreign investors, the complaint says.

Since the default, BTA has filed 11 proceedings against its former chairman and his associates, according to the complaint. U.K. courts have awarded BTA more than $4 billion in damages for claims against Mr. Ablyazov and his associates, the suit says.

In 2012, a U.K. court sentenced him to 22 months imprisonment “for his numerous actions in contempt of court,” the complaint said. Mr. Ablyazov is challenging that judgment at the European Court of Human Rights in France, according to Mr. Sahlas.

The Kazakh banking executive is being held in a French jail, where he has been denied bail three times and is fighting extradition, according to the complaint.

Mr. Khrapunov was mayor of Almaty from 1997 to 2004, coming to power six years after his country declared independence from the former Soviet Union. The complaint alleged he transferred city money to himself and his family through various schemes, including sales of city-owned real estate to his spouse and friends at below-market prices.

Mr. Khrapunov and Mr. Ablyazov pooled their money and initially moved the proceeds to Switzerland in 2007, according to the lawsuit.

The partners created a special purpose vehicle, called Triadou SPV S.A., which was incorporated in Luxembourg, the lawsuit said.

An associate of the two Kazakhs met with Mr. Chetrit in Geneva and said that Mr. Chetrit “expressed sympathy” and said his own family had faced political sanctions in Morocco, according to the complaint.