All posts by MTechnology

Tesla’s Slow Disclosure Raises Governance, Social Media Concerns

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

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

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

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

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

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

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

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

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

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

Full and fair disclosure

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

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

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

The SEC declined to comment Monday.

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

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

History of Twitter use

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

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

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

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

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Tesla’s Slow Disclosure Raises Governance, Social Media Concerns

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

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

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

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

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

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

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

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

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

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

Full and fair disclosure

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

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

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

The SEC declined to comment Monday.

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

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

History of Twitter use

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

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

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

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

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

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

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

To prevent further tracking

For any device:

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

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

On iOS:

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

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

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

On Android:

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

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

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

You can also change search engines even in Chrome.

To delete past location tracking:

For any device:

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

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

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

 

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

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

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

To prevent further tracking

For any device:

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

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

On iOS:

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

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

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

On Android:

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

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

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

You can also change search engines even in Chrome.

To delete past location tracking:

For any device:

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

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

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

 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

$1*/ mo hosting! Get going with us!

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

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

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

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

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

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

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

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

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

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

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

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

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

​Parker watches namesake go

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

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

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

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

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

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

Speed record on agenda

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

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

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

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

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

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

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

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

​Technology catches up to the dream

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

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

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

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

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