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silicon valley & technology news

Tesla Appoints Independent Directors to Weigh Any Deal

Tesla’s board named a special committee of three directors on Tuesday to evaluate possibly taking the electric carmaker private, although it said it had yet to see a firm offer from the company’s chief executive, Elon Musk.

The Silicon Valley billionaire last week said on Twitter he wants to take Tesla private at $420 a share, valuing it at $72 billion, and that funding was “secured.”

That earlier tweet triggered investor lawsuits and an investigation by the U.S. Securities and Exchange Commission into the accuracy of his statement, according to multiple media reports.

Musk on Monday gave his most detailed vision of how a take-private deal could work, but shares ended flat, indicating investor skepticism.

The shares were last down 1 percent at $352.88 on Tuesday.

Musk said Monday he had held talks with a Saudi sovereign fund on a buyout that would take Tesla off the Nasdaq exchange – an extraordinary move for what is now the United States’ most valuable automaker. Tesla has a market capitalization of $60 billion, bigger than Detroit rivals General Motors Co or Ford Motor Co, who produce far more cars.

The company said in the statement the special committee has the authority to take any action on behalf of the board to evaluate and negotiate a potential transaction and alternatives to any transaction proposed by Musk.

Tuesday’s announcement means three members of Tesla’s board will now weigh whether it is advisable – or even feasible – to pursue what could be the biggest-ever go-private deal, and they are doing so before receiving a formal proposal from the CEO.

“The special committee has not yet received a formal proposal from Mr. Musk regarding any Going Private Transaction,” the company said in a public filing with U.S. securities regulators, the first it has made since Musk’s tweets last week.

Asked about the outcome of the special committee, analyst Chaim Siegel at Elazar Advisors said, “This is not easy. Anything is possible from pulling something together to nothing. I hope nothing – so the stock can trade and benefit from the earnings inflection,” he said, referring to a promise by Musk the company would turn profitable later this year.

A blogging, tweeting CEO

Musk has yet to convince Wall Street analysts and investors that he can find the billions needed to complete the deal. Tesla’s handling of Musk’s proposal and its failure to promptly file a formal disclosure, meanwhile, have raised governance concerns and sparked questions about how companies use social media.

Musk first tweeted he planned to go private and that funding was “secured” last week, sending Tesla shares soaring 11 percent, but investors have appeared skeptical about the details he has provided since.

He blogged on Monday that recent talks with a Saudi sovereign wealth fund gave him confidence funding was nailed down, but that he was still talking with the fund and other investors. He tweeted later he was working with Goldman Sachs Group Inc and Silver Lake as financial advisers, though a source said the private equity firm was working in an unpaid, informal capacity and also not discussing participating as an investor.

Goldman had not been formally tapped as a financial adviser by Musk when he revealed plans last week to take the automaker private and said he had secured the funding for the transaction, Bloomberg reported on Tuesday, citing people with knowledge of the matter.

Goldman did not respond to a request for comment from Reuters.

“Despite Elon Musk’s frustration with being a public company, I think there are more advantages to remaining public,” said CFRA analyst Efraim Levy, citing cheaper access to capital and media exposure due to interest in a public company.

Three-member panel

Tesla said the committee consists only of independent directors: Brad Buss, Robyn Denholm and Linda Johnson Rice.

But corporate governance and shareholder voting advisers Glass Lewis and Institutional Shareholder Services said they do not consider Buss an independent director, due to his connections to a solar panel business the company bought two years ago.

Buss was chief financial officer of solar panel installer SolarCity for two years before retiring when Tesla paid $2.6 billion for the sales and installation firm in 2016. It was Tesla’s last big deal and was criticized by some on Wall Street because the company, founded by two of Musk’s cousins, had seen its business shrink before the takeover.

Denholm, the first woman on Tesla’s board, is chief operations officer of telecom firm Telstra and the ex-CFO of network gear maker Juniper Networks.

Rice, the first African-American and second woman to join the board, is CEO of Johnson Publishing Company and Chairman Emeritus of EBONY Media Holdings, the parent of EBONY and Jet brands, according to Tesla’s website.

Tesla’s other board members include Musk; his brother Kimbal Musk; Twenty-First Century Fox’s CEO James Murdoch; Antonio Gracias, founder of Valor Equity Partners; and Ira Ehrenpreis, founder of venture capital firm DBL Partners.

One director, Steve Jurvetson, is currently on leave of absence following allegations of sexual harassment.

Tesla’s board said on Aug. 8 that Musk had held talks with the directors in the previous week on taking the company private.

Latham and Watkins LLP has been retained by the committee as its legal counsel. Wilson Sonsini Goodrich and Rosati will be legal counsel for Tesla itself.

 

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Tesla Appoints Independent Directors to Weigh Any Deal

Tesla’s board named a special committee of three directors on Tuesday to evaluate possibly taking the electric carmaker private, although it said it had yet to see a firm offer from the company’s chief executive, Elon Musk.

The Silicon Valley billionaire last week said on Twitter he wants to take Tesla private at $420 a share, valuing it at $72 billion, and that funding was “secured.”

That earlier tweet triggered investor lawsuits and an investigation by the U.S. Securities and Exchange Commission into the accuracy of his statement, according to multiple media reports.

Musk on Monday gave his most detailed vision of how a take-private deal could work, but shares ended flat, indicating investor skepticism.

The shares were last down 1 percent at $352.88 on Tuesday.

Musk said Monday he had held talks with a Saudi sovereign fund on a buyout that would take Tesla off the Nasdaq exchange – an extraordinary move for what is now the United States’ most valuable automaker. Tesla has a market capitalization of $60 billion, bigger than Detroit rivals General Motors Co or Ford Motor Co, who produce far more cars.

The company said in the statement the special committee has the authority to take any action on behalf of the board to evaluate and negotiate a potential transaction and alternatives to any transaction proposed by Musk.

Tuesday’s announcement means three members of Tesla’s board will now weigh whether it is advisable – or even feasible – to pursue what could be the biggest-ever go-private deal, and they are doing so before receiving a formal proposal from the CEO.

“The special committee has not yet received a formal proposal from Mr. Musk regarding any Going Private Transaction,” the company said in a public filing with U.S. securities regulators, the first it has made since Musk’s tweets last week.

Asked about the outcome of the special committee, analyst Chaim Siegel at Elazar Advisors said, “This is not easy. Anything is possible from pulling something together to nothing. I hope nothing – so the stock can trade and benefit from the earnings inflection,” he said, referring to a promise by Musk the company would turn profitable later this year.

A blogging, tweeting CEO

Musk has yet to convince Wall Street analysts and investors that he can find the billions needed to complete the deal. Tesla’s handling of Musk’s proposal and its failure to promptly file a formal disclosure, meanwhile, have raised governance concerns and sparked questions about how companies use social media.

Musk first tweeted he planned to go private and that funding was “secured” last week, sending Tesla shares soaring 11 percent, but investors have appeared skeptical about the details he has provided since.

He blogged on Monday that recent talks with a Saudi sovereign wealth fund gave him confidence funding was nailed down, but that he was still talking with the fund and other investors. He tweeted later he was working with Goldman Sachs Group Inc and Silver Lake as financial advisers, though a source said the private equity firm was working in an unpaid, informal capacity and also not discussing participating as an investor.

Goldman had not been formally tapped as a financial adviser by Musk when he revealed plans last week to take the automaker private and said he had secured the funding for the transaction, Bloomberg reported on Tuesday, citing people with knowledge of the matter.

Goldman did not respond to a request for comment from Reuters.

“Despite Elon Musk’s frustration with being a public company, I think there are more advantages to remaining public,” said CFRA analyst Efraim Levy, citing cheaper access to capital and media exposure due to interest in a public company.

Three-member panel

Tesla said the committee consists only of independent directors: Brad Buss, Robyn Denholm and Linda Johnson Rice.

But corporate governance and shareholder voting advisers Glass Lewis and Institutional Shareholder Services said they do not consider Buss an independent director, due to his connections to a solar panel business the company bought two years ago.

Buss was chief financial officer of solar panel installer SolarCity for two years before retiring when Tesla paid $2.6 billion for the sales and installation firm in 2016. It was Tesla’s last big deal and was criticized by some on Wall Street because the company, founded by two of Musk’s cousins, had seen its business shrink before the takeover.

Denholm, the first woman on Tesla’s board, is chief operations officer of telecom firm Telstra and the ex-CFO of network gear maker Juniper Networks.

Rice, the first African-American and second woman to join the board, is CEO of Johnson Publishing Company and Chairman Emeritus of EBONY Media Holdings, the parent of EBONY and Jet brands, according to Tesla’s website.

Tesla’s other board members include Musk; his brother Kimbal Musk; Twenty-First Century Fox’s CEO James Murdoch; Antonio Gracias, founder of Valor Equity Partners; and Ira Ehrenpreis, founder of venture capital firm DBL Partners.

One director, Steve Jurvetson, is currently on leave of absence following allegations of sexual harassment.

Tesla’s board said on Aug. 8 that Musk had held talks with the directors in the previous week on taking the company private.

Latham and Watkins LLP has been retained by the committee as its legal counsel. Wilson Sonsini Goodrich and Rosati will be legal counsel for Tesla itself.

 

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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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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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