I don't believe HVAC filters are effective in preventing the spread of disease. They're health relevant for a lot of other reason (keeping out allergens, preventing the spread of mold spores)-- but it's not going to do anything about influenza.
This. Actually, at this point multiple studies have found that you save more elderly lives from the flu by giving children and young adult flu shots. The elderly get a benefit from flu shots-- but they make a weaker immune response from it than the young. The herd immunity effects from the flu shot are more significant for the old than the direct response.
You have a fiduciary duty to all the shareholders. Even the ones that didn't vote for you. That is, consent of shareholders "isn't enough".
There's an ample body of law on directors' duty of care: directors are required to make a good faith effort to gather all information related to a decision and to make a careful decision on all matters. Absentee directors have been found liable many, many times.
You'd have a fiduciary duty to the shareholders as a whole to exercise reasonable care --- e.g. missing substantial numbers of meetings and failing to vet proposals and exercise due diligence could expose you to significant liability.
But the situation is the same. He settled a legal complaint of securities fraud, neither admitting nor denying the charge.
The difference from Thursday is that he doubled the fine, increased the amount of required oversight, got an additional year of chairmanship ban, and appeared to the world even more mercurial (reject a deal Thursday, causing a bad news event Thurs afternoon, and then proceed take a worse deal Saturday).
> The fact of the matter is the chairman of the board is the "proper channel" between the board and upper management. That's it so far as a requirement.
--- no? That's not the way it's worked on any of the boards I've sat on. The board and committee passes resolutions that are provided to management.. The board and CEO freely talk together in meetings. Individual members of management contact board members and vice-versa as appropriate. Yes, if it is determined that the board needs to have a "serious" talk with the CEO, it's more likely the chairman will be chosen for the task. But actually, as often as not, it's the board's *counsel* that does this.
> Some COBs have majority investment, some have majority voting shares, some are also CEO. In the cases any of those aspects are true, the COB has much greater power compared to the rest of the board.
Haha. Except none of these hinge on whether the person is chairman or not.
> Less in general and more specific to Tesla, all of the above were true for Musk, thus your blanket statement is both wrong in this case and wrong in general.
> > he loses the ability to set the overall direction of the company
That's "dead-on" direct, when none of Musk's power flows by virtue of being chairman? He has power by virtue of A) being exceptionally important to the business, B) being a key stockholder, C) being CEO, D) being a member of the board, and a distant last, E) being chairman of that board.
I thought about this some more: 170M shares outstanding \*.2 * 420 = $14.3B. Plus the fact that there's holders of convertible debt that need to get paid off. I don't think Musk has enough money to do it by himself, especially when you consider that more than 20% of shareholders likely are unwilling or unable to hold significant amounts of equity of a private firm.
> I can just imagine the look on the jury's face when Musk's defense team points out the simple fact that Musk personally had enough assets to take Tesla private
Hey, this is an interesting point.
On the other hand, I don't think it's quite enough. If someone has illiquid assets that are conceivably enough and makes an offer to buy something, and other people make a detrimental reliance on that offer... that's still problematic.
> under the terms he described (most / 80% of Tesla's current investors staying onboard, of which Musk personally was 1/4 of them)
It's also problematic because it appears that more than 20% of investors would need to get bought out, between securities regulations and policy restrictions on investments that various current holders can make.
> ban from serving as CEO, but they only called for a two year ban in this case
It was a two year ban on being *chairman*, not being CEO. Which is ironic, I think most people agree some amount of board reform would be good for TSLA.
> I don't know why the SEC made such a mild offer,
Because the SEC neither wants to allow this conduct, nor do they want their enforcement action to be cited as a reason for the failure of TSLA. It was a very reasonable, middle-ground approach to enforcement, IMO.
> Right, if I fill out the forms for a vanity license plate, but I use trademarked terms, then I might end up losing the plate. And whatever I paid the State to give it to me.
What about if you register a domain, use it in commerce, and someone else registers an overlapping trademark years later and takes the domain from you, like happened here?
"Civil charges" is a thing. The SEC has brought charges in civil court.
I understand that to a layperson "charged" usually means criminal charges, but regulators charge people/organizations with things and pursue them in civil court all the time. Probably the press should avoid the term because of the confusion, but it's not wrong.
Aside from whether the SEC or state securities regulators would block the issuance, no underwriter wants to deal with an offering where one of the principals is in pending, credible litigation regarding fraud.
I wish you luck-- because that's what I believe this is.
I think it's possible to come up with a reasonably good guess as to the intrinsic value of a security based on cash flow analysis, etc. I do not think it is easy to guess market sentiment and what an equity will do in the short term well. It's all psychology, from a wide variety of participants with varying views, interests, and appetites for risk and ability to commit capital behind their views.
It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails or of any facility of any national securities exchange,
(a) To employ any device, scheme, or artifice to defraud,
(b) To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or
(c) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person,
1. Does TSLA indemnify Musk? They probably do indemnify O&D's, so... 2. They're seeking to bar him. On the other hand, this may just be a ploy / tactic to encourage prompt settlement. 3. Probably the worst thing: this makes it pretty hard for the foreseeable future for TSLA to access capital markets, should it be required.
Maybe that's part of the problem. We can all create (or have social media companies create for us) tailored experiences that just give us exactly what we expect, confirm all our biases, and keep us in our comfort zone.
The barcodes for logistics systems-- and especially for 2D barcodes-- have a lot of redundancy and error-checking. The error rate is somewhere between "almost never" for the worst logistics barcode systems (maybe 1 a year) to "really never" (less than 1 at present rates of scanning for the lifetime of the universe).
Plenty of proofs have a very strong objective basis. E.g. all of the mathematics that has been proven (and verified) within systems of simple symbolic manipulation like Whitehead established in the Principia Mathematica.
Slashdot Mirror
I don't believe HVAC filters are effective in preventing the spread of disease. They're health relevant for a lot of other reason (keeping out allergens, preventing the spread of mold spores)-- but it's not going to do anything about influenza.
This. Actually, at this point multiple studies have found that you save more elderly lives from the flu by giving children and young adult flu shots. The elderly get a benefit from flu shots-- but they make a weaker immune response from it than the young. The herd immunity effects from the flu shot are more significant for the old than the direct response.
You have a fiduciary duty to all the shareholders. Even the ones that didn't vote for you. That is, consent of shareholders "isn't enough".
There's an ample body of law on directors' duty of care: directors are required to make a good faith effort to gather all information related to a decision and to make a careful decision on all matters. Absentee directors have been found liable many, many times.
You'd have a fiduciary duty to the shareholders as a whole to exercise reasonable care --- e.g. missing substantial numbers of meetings and failing to vet proposals and exercise due diligence could expose you to significant liability.
But the situation is the same. He settled a legal complaint of securities fraud, neither admitting nor denying the charge.
The difference from Thursday is that he doubled the fine, increased the amount of required oversight, got an additional year of chairmanship ban, and appeared to the world even more mercurial (reject a deal Thursday, causing a bad news event Thurs afternoon, and then proceed take a worse deal Saturday).
> The fact of the matter is the chairman of the board is the "proper channel" between the board and upper management. That's it so far as a requirement.
--- no? That's not the way it's worked on any of the boards I've sat on. The board and committee passes resolutions that are provided to management.. The board and CEO freely talk together in meetings. Individual members of management contact board members and vice-versa as appropriate. Yes, if it is determined that the board needs to have a "serious" talk with the CEO, it's more likely the chairman will be chosen for the task. But actually, as often as not, it's the board's *counsel* that does this.
> Some COBs have majority investment, some have majority voting shares, some are also CEO. In the cases any of those aspects are true, the COB has much greater power compared to the rest of the board.
Haha. Except none of these hinge on whether the person is chairman or not.
> Less in general and more specific to Tesla, all of the above were true for Musk, thus your blanket statement is both wrong in this case and wrong in general.
> > he loses the ability to set the overall direction of the company
That's "dead-on" direct, when none of Musk's power flows by virtue of being chairman? He has power by virtue of A) being exceptionally important to the business, B) being a key stockholder, C) being CEO, D) being a member of the board, and a distant last, E) being chairman of that board.
Chairman runs the meetings and generally has very little additional power than an ordinary director. It's mostly a prestige thing.
No. It's similar to the original deal, but it doubles the fine and further regulates his communications going forward.
I thought about this some more: 170M shares outstanding \* .2 * 420 = $14.3B. Plus the fact that there's holders of convertible debt that need to get paid off. I don't think Musk has enough money to do it by himself, especially when you consider that more than 20% of shareholders likely are unwilling or unable to hold significant amounts of equity of a private firm.
> I can just imagine the look on the jury's face when Musk's defense team points out the simple fact that Musk personally had enough assets to take Tesla private
Hey, this is an interesting point.
On the other hand, I don't think it's quite enough. If someone has illiquid assets that are conceivably enough and makes an offer to buy something, and other people make a detrimental reliance on that offer... that's still problematic.
> under the terms he described (most / 80% of Tesla's current investors staying onboard, of which Musk personally was 1/4 of them)
It's also problematic because it appears that more than 20% of investors would need to get bought out, between securities regulations and policy restrictions on investments that various current holders can make.
SEC deal was to step down as chairman, not CEO. It wouldn't have affected his comp.
> ban from serving as CEO, but they only called for a two year ban in this case
It was a two year ban on being *chairman*, not being CEO. Which is ironic, I think most people agree some amount of board reform would be good for TSLA.
> I don't know why the SEC made such a mild offer,
Because the SEC neither wants to allow this conduct, nor do they want their enforcement action to be cited as a reason for the failure of TSLA. It was a very reasonable, middle-ground approach to enforcement, IMO.
> Right, if I fill out the forms for a vanity license plate, but I use trademarked terms, then I might end up losing the plate. And whatever I paid the State to give it to me.
What about if you register a domain, use it in commerce, and someone else registers an overlapping trademark years later and takes the domain from you, like happened here?
"Civil charges" is a thing. The SEC has brought charges in civil court.
I understand that to a layperson "charged" usually means criminal charges, but regulators charge people/organizations with things and pursue them in civil court all the time. Probably the press should avoid the term because of the confusion, but it's not wrong.
Aside from whether the SEC or state securities regulators would block the issuance, no underwriter wants to deal with an offering where one of the principals is in pending, credible litigation regarding fraud.
I wish you luck-- because that's what I believe this is.
I think it's possible to come up with a reasonably good guess as to the intrinsic value of a security based on cash flow analysis, etc. I do not think it is easy to guess market sentiment and what an equity will do in the short term well. It's all psychology, from a wide variety of participants with varying views, interests, and appetites for risk and ability to commit capital behind their views.
Dude... tryin' to time the market... not smart.
No, dipshit.
Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. 78j(b)] and Rule 10b-5 [17 C.F.R. 240.10b-5] thereunder.
In no place does it say 240.10b-5(b).
That's the title of the rule... which is...
It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails or of any facility of any national securities exchange,
(a) To employ any device, scheme, or artifice to defraud,
(b) To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or
(c) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person,
The phrase "civil charges" is in wide use, including by the SEC: https://www.sec.gov/news/press...
I agree with laypeople it carries the connotation of criminal charges.
1. Does TSLA indemnify Musk? They probably do indemnify O&D's, so ...
2. They're seeking to bar him. On the other hand, this may just be a ploy / tactic to encourage prompt settlement.
3. Probably the worst thing: this makes it pretty hard for the foreseeable future for TSLA to access capital markets, should it be required.
Maybe that's part of the problem. We can all create (or have social media companies create for us) tailored experiences that just give us exactly what we expect, confirm all our biases, and keep us in our comfort zone.
I think the bigger part of it is the janitor making threats, though the helicopter is still a bit of a stretch.
The barcodes for logistics systems-- and especially for 2D barcodes-- have a lot of redundancy and error-checking. The error rate is somewhere between "almost never" for the worst logistics barcode systems (maybe 1 a year) to "really never" (less than 1 at present rates of scanning for the lifetime of the universe).
Plenty of proofs have a very strong objective basis. E.g. all of the mathematics that has been proven (and verified) within systems of simple symbolic manipulation like Whitehead established in the Principia Mathematica.