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The S.E.C. Wants to Cut SPACs Down to Size

Jacob Scott

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The S.E.C. homes in on key SPAC features

The S.E.C.’s chair, Gary Gensler, has made clear for months that he is worried about the risks faced by investors in special purpose acquisition companies, which over the past two years have become a hugely popular way to take businesses public. In a speech yesterday, he elaborated on one of the S.E.C.’s main focuses in reducing those risks — with measures that could shake up the industry.

Financial projections come to the fore. Gensler noted that SPACs are allowed to pitch potential investors using forward-looking business data that isn’t allowed in I.P.O.s. That loophole, he said, allows the financiers behind these funds to release rosy-looking numbers that mask the underlying health of the business they’re taking public. (The S.E.C. has been looking into disclosure issues in SPAC deals involving the likes of Nikola and Lucid.)

It now looks as if the S.E.C. may require SPACs to provide more complete disclosures about their deals, and to do so earlier: “It is essential that investors receive the information they need, when they need it, without misleading hype,” Gensler said.

A question of liability. Gensler also suggested that the people behind SPACs, including their sponsors, financial advisers and accountants, should be held more accountable for their due diligence on the companies these funds acquire, much as underwriters of I.P.O.s are. “Make no mistake: When it comes to liability, SPACs do not provide a ‘free pass’ for gatekeepers,” he said in his speech.

The goal is to even out the playing field between SPACs and I.P.O.s. While deal makers have expected financial regulators to tighten the rules governing blank-check funds, amid an explosion in their popularity and the underperformance of many companies that have used them to go public, Gensler’s comments shed further light on what that might look like.

HERE’S WHAT’S HAPPENING

Beijing says it has ruled out a bailout for Evergrande. Statements from Chinese regulators were meant to suggest that they would not rescue the embattled real estate developer from default, but would aim to limit the damage to China’s broader financial system. Still, Chinese stocks fell as investors awaited Evergrande’s restructuring plans.

The Senate approves a fast-track way to avoid a U.S. default. Fourteen Republicans joined Democrats in passing a bill that would allow the debt ceiling to be raised by a simple majority vote. It ends a monthslong G.O.P. blockade and lets the Biden administration avoid a first-ever U.S. default.

Volkswagen’s C.E.O. hangs onto his job. Herbert Diess won renewed support from the German automaker’s supervisory board, amid growing investor dissatisfaction with his leadership and the company’s financial performance. But Diess will lose some of his responsibilities to a lieutenant, Ralf Brandstätter.

New pandemic restrictions will test British companies. As the U.K. braces for a wave of Omicron variant cases, the nation’s businesses are grappling with renewed mask mandates and calls for employees to work from home. The new rules are expected to face stiff opposition from members of Britain’s ruling Conservative Aarty.

A star environmental lawyer is released from prison. Steve Donziger, who took on Chevron in court over pollution in Ecuador but was found guilty of criminal contempt, won early release under a pandemic-era program. He will serve out his remaining 136 days at home.

Inflation is no longer making workers richer

Economists and investors are eagerly awaiting this morning’s release of the latest government inflation data. Estimates suggest that the Consumer Price Index jumped nearly 7 percent in the past year, the biggest annual rise in nearly four decades.

As the jobs market shows steady, if uneven, growth, the surprise rise in prices has become this economic cycle’s X factor — and its consequences for things like wages are becoming more apparent, and more complicated.

Updated  Dec. 10, 2021, 5:47 a.m. ET

Growing inflation isn’t always bad. Rising prices are most closely associated with everyday things like food, gas and rent. But paychecks grow during inflationary periods as well. And when wages rise — particularly for lower and middle-wage workers — that is often considered good for the economy, since those earners tend to spend much of what they take home.

At first, wage inflation dominated. Last year, the average wage of all hourly workers grew 5.5 percent, the largest increase since at least 2006, while consumer prices were up just 1.3 percent.

But prices have since caught up, and then some. While paychecks are on track to rise another 5 percent this year, real wages — a way to measure what people can actually buy with their earnings — fell 2 percent. And companies aren’t necessarily planning to help employees cope: Google executives recently told workers that they won’t broadly adjust compensation to keep up with inflation, CNBC reports.

Employees may eventually regain some benefits from inflation, as supply-chain shortages that helped drive up prices ease, according to Josh Bivens, the director of research at the Economic Policy Institute. “We have gotten a lot of jobs back,” Bivens told DealBook. By next year, he says, “we will have the good parts of the employment market still working, and the bad parts of the supply chain worked out.”

The numbers behind a Starbucks union vote

A Buffalo-area Starbucks store yesterday became the only current U.S. location in the coffee chain with a unionized staff, after a majority of workers there voted to organize despite opposition from executives. But it’s worth keeping a few stats in mind about what that represents.

Nineteen. That’s how many of the 27 baristas at the store voted to unionize.

One. The election was one of three votes at Starbucks stores overseen by the National Labor Relations Board. A second store rejected unionizing, while a third’s vote wasn’t conclusive.

9,000. That’s how many Starbucks-owned stores there are in the U.S.

Opinions are split on the importance of the vote:

Industry analysts say it will have little impact on Starbucks’s daily operations: “At this point, these locations are among a small handful of locations engaging in this process,” the analyst Brett Levy wrote to clients yesterday.

Labor experts say it’s symbolically significant: “Workers who want to form a union in the United States are forced to take a considerable amount of risk, and it helps if they can see others who have taken that risk and it has paid off,” John Logan of San Francisco State University told The Times.

“There is light rain falling across the Southland this morning, expected to get just a little bit heavier as the jay — day — progresses.”

— Bob Iger, substitute weatherman and outgoing chairman of Disney, filling in during a KABC news broadcast yesterday. Iger began his career as a weatherman before pivoting to media moguldom.

How boilerplate legal language sank a big deal

Delaware’s Supreme Court this week affirmed a decision that shook up deal-making over the last year, a ruling that cast a spotlight on the oft-unnoticed clause about the “ordinary course of business” in M.&A. contracts.

The case revolves around a hotel deal struck in 2019. Mirae Asset Financial Group of South Korea agreed to buy 15 hotels from an affiliate of China’s Anbang Insurance Group for $5.8 billion. The transaction’s close was delayed until the spring of 2020 — and by that time the pandemic clearly promised disaster for the travel industry. Mirae sued to get out of the deal, arguing that Anbang’s response to the pandemic violated a requirement that it keep operating the hotels “in the ordinary course of business,” and notify Mirae if it wanted to make any big changes.

When legalese truly becomes important. “Ordinary course” provisions of deal contracts rarely come under scrutiny, and have rarely been used as ejector seats by reluctant buyers. But Mirae leaned on the clause here, asserting that Anbang closed hotels and reduced services and staff without consulting it. (Anbang’s lawyers argued that it was merely doing what others in the industry, including Mirae, had been doing.)

Judges on both Delaware’s Court of Chancery and the Supreme Court ruled that Anbang violated its contract: While it “was not required to run its hotels into the ground to comply with the sale agreement,” the Supreme Court’s decision said, the seller had to update Mirae and win its consent on its plans. Mirae was allowed to walk away from the deal, and Anbang was forced to pay its legal fees.

Expect “ordinary course” clauses to receive more scrutiny. The case’s resolution “is not about the pandemic,” said Jill Fisch of the University of Pennsylvania, but about a strict reading of deal terms. Other pandemic-era efforts to invoke “ordinary course” provisions to get out of deals, including LVMH’s aborted attempt to end its takeover of Tiffany & Company, didn’t get this far. But experts say deal lawyers will pay more attention now: “This ends up setting the standard for how people negotiate big M.&.A. deals,” said Afra Afsharipour of the University of California, Davis.

THE SPEED READ

Deals

Insiders are selling stock at record levels this year. (WSJ)

Buyout firms like Carlyle Group are reportedly considering bidding on DuPont’s $12 billion materials unit. (Bloomberg)

The publisher of the Buffalo News rejected a takeover bid from Alden Global Capital. (NYT)

The fate of the Chinese AI company SenseTime’s IPO in Hong Kong is reportedly up in the air. (Reuters)

Policy

The New York State attorney general will subpoena Donald Trump in a civil fraud investigation. (NYT)

New Zealand will begin banning cigarette sales, part of a plan to phase out smoking. (NYT)

U.S. climate envoy John Kerry, in Europe, called for “trillions” in green investment. (Politico)

President Biden’s top Secret Service agent is leaving to work for Citadel Securities. (Bloomberg)

For the second time in a month, Tesla is being sued for sexual harassment and retaliation. (Reuters)

Best of the rest

The Sackler name will be removed from a wing of the Metropolitan Museum of Art amid growing outrage over the role the family may have played in the opioid crisis. (NYT)

The viral conspiracy theory Birds Aren’t Real turns out to be a Gen Z parody of movements like QAnon. (NYT)

Australia’s latest supply-chain crisis: a shortage of beer. (Bloomberg)

The premiere of “And Just Like That,” the “Sex and the City” reboot, wasn’t quite the promotional opportunity Peloton had hoped for. (WSJ)

Is Elon Musk practicing “troll philanthropy”? (NYT)

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‘Moon Knight’ Took Marvel in a Different Orbit, but It Didn’t Rise to the Occasion

Jacob Scott

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Before anyone writes that off as an anomaly, “Eternals” tackled a similar introduction of a dense mythology on the bigger screen, with equally mixed results. It’s a reminder that while film-goers have had more than a decade to get to know characters like Iron Man, Captain America and Thor, introducing some of these lesser-known heroes can pose a more formidable challenge beyond catering to the most ardent fans.
For Marvel, there are warning signs in that, since “Moon Knight” will be followed by several series based on second-tier characters, although the next two on the horizon, “Ms. Marvel” (which is due in June) and “She-Hulk,” at least have the benefit of sharing franchises and name recognition with existing Avengers.
Ultimately, “Moon Knight’s” murky storytelling appeared to squander its principal assets, which included the cool look of the character — a costume that was too seldom used — and the presence of Isaac, who possesses additional genre credentials via the “Star Wars” sequels.

Taking its time in peeling back the layers of the character’s complicated backstory, “Moon Knight” took a weird plunge into the Egyptian mythology behind it, in ways that became increasingly confounding and surreal.

By the time the protagonist’s two halves, Steven Grant and Marc Spector, wound up in a psychiatric hospital talking to an anthropomorphic hippo in the penultimate chapter, the question wasn’t so much being able to keep up with the story as whether bothering to do so was worth the effort.

The sixth and final episode brought the plot to a messy close, seeking to stop the goddess Ammit from proceeding to “purify the souls of Cairo, and then the world.” In the customary credit sequence, the producers capped that off by introducing a third personality, Jake Lockley, also rooted in the comics. While that seemingly spelled the end for the show’s villain (Ethan Hawke), the finish — giving the god Khonshu the protégé he sought — paved the way for further adventures should Marvel so choose.

That last twist might be cause for celebration in narrower confines of the Marvel fan universe, but “Moon Knight” too often felt like it was one long Easter-egg sequence, conspicuously preaching to that choir.

Granted, Marvel has made clear that Disney+ offers the chance to explore different kinds of stories, but “Moon Knight” feels at best like a quirky showcase for Isaac and at worst a failed experiment in terms of execution and tone.

That doesn’t mean this “Moon” won’t somehow rise again, if the closely held streaming data justifies it. But the promise that surrounded this property has faded, providing further evidence that even Marvel isn’t immune from setbacks as it moves into its next phase.

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Start-up Pony.ai says it’s the first self-driving company to get a taxi license in China

Jacob Scott

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Autonomous driving start-up Pony.ai can collect fares for robotaxi rides in parts of two major Chinese cities as of Sunday.

Pony.ai handout

BEIJING — Self-driving start-up Pony.ai announced Sunday it received a taxi license, the first of its kind in China.

The license allows Pony.ai to operate 100 self-driving cars as traditional taxis in the Nansha district of the southern city of Guangzhou, the company said.

The Chinese start-up, which is backed by Toyota, received approval from Beijing city late last year to charge fees to operate a commercial robotaxi business in a suburban district of the city. It is not the same as a taxi licence.

Baidu’s Apollo Go also received approval in the same Beijing district last year.

Pony.ai was valued at $8.5 billion in early March. The company said its Nansha taxi license required 24 months of autonomous driving testing in China and/or other countries, and no involvement in any active liability traffic accidents, among other factors.

The start-up said it plans to launch commercial robotaxi businesses in two other large Chinese cities next year. The company is already testing self-driving cars in those cities and in California. 

Robotaxis in China currently have a human driver present for safety.

— CNBC’s Arjun Kharpal contributed to this report.

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How to watch Timberwolves vs. Grizzlies: TV channel, NBA live stream info, start time

Jacob Scott

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Who’s Playing

Memphis @ Minnesota

Current Records: Memphis 2-1; Minnesota 1-2

What to Know

The Memphis Grizzlies’ road trip will continue as they head to Target Center at 10 p.m. ET this past Saturday to face off against the Minnesota Timberwolves. Memphis will be strutting in after a win while Minnesota will be stumbling in from a loss.

The Grizzlies are hoping for another victory. They beat the Timberwolves 104-95 this past Thursday. The victory came about thanks to a strong surge after the first quarter to overcome a 39-21 deficit. Memphis’ success was spearheaded by the efforts of power forward Brandon Clarke, who had 20 points in addition to eight rebounds, and shooting guard Desmond Bane, who shot 7-for-15 from beyond the arc and finished with 26 points and six boards.

Barring any buzzer beaters, Memphis is expected to win a tight contest. They might be worth taking a chance on against the spread as they are currently on a two-game streak of ATS wins.

Memphis’ win brought them up to 2-1 while the Timberwolves’ defeat pulled them down to a reciprocal 1-2. A couple offensive stats to keep in the back of your head while watching: The Grizzlies come into the game boasting the second most points per game in the league at 115.6. But Minnesota is even better: they rank first in the league when it comes to points per game, with 115.9 on average. Tune in for what’s sure to be a high-scoring contest.

How To Watch

When: Saturday at 10 p.m. ET Where: Target Center — Minneapolis, Minnesota TV: ESPN Online streaming: fuboTV (Try for free. Regional restrictions may apply.) Follow: CBS Sports App Ticket Cost: $76.96

Odds

The Grizzlies are a slight 2.5-point favorite against the Timberwolves, according to the latest NBA odds.

The oddsmakers had a good feel for the line for this one, as the game opened with the Grizzlies as a 3-point favorite.

Over/Under: -110

See NBA picks for every single game, including this one, from SportsLine’s advanced computer model. Get picks now.

Series History

Memphis have won 19 out of their last 28 games against Minnesota.

Apr 21, 2022 – Memphis 104 vs. Minnesota 95 Apr 19, 2022 – Memphis 124 vs. Minnesota 96 Apr 16, 2022 – Minnesota 130 vs. Memphis 117 Feb 24, 2022 – Minnesota 119 vs. Memphis 114 Jan 13, 2022 – Memphis 116 vs. Minnesota 108 Nov 20, 2021 – Minnesota 138 vs. Memphis 95 Nov 08, 2021 – Memphis 125 vs. Minnesota 118 May 05, 2021 – Memphis 139 vs. Minnesota 135 Apr 02, 2021 – Memphis 120 vs. Minnesota 108 Jan 13, 2021 – Memphis 118 vs. Minnesota 107 Jan 07, 2020 – Memphis 119 vs. Minnesota 112 Dec 01, 2019 – Memphis 115 vs. Minnesota 107 Nov 06, 2019 – Memphis 137 vs. Minnesota 121 Mar 23, 2019 – Minnesota 112 vs. Memphis 99 Feb 05, 2019 – Memphis 108 vs. Minnesota 106 Jan 30, 2019 – Minnesota 99 vs. Memphis 97 Nov 18, 2018 – Memphis 100 vs. Minnesota 87 Apr 09, 2018 – Minnesota 113 vs. Memphis 94 Mar 26, 2018 – Memphis 101 vs. Minnesota 93 Dec 04, 2017 – Memphis 95 vs. Minnesota 92 Feb 04, 2017 – Memphis 107 vs. Minnesota 99 Nov 19, 2016 – Memphis 93 vs. Minnesota 71 Nov 01, 2016 – Minnesota 116 vs. Memphis 80 Oct 26, 2016 – Memphis 102 vs. Minnesota 98 Mar 16, 2016 – Minnesota 114 vs. Memphis 108 Feb 19, 2016 – Memphis 109 vs. Minnesota 104 Jan 23, 2016 – Minnesota 106 vs. Memphis 101 Nov 15, 2015 – Memphis 114 vs. Minnesota 106

Injury Report for Minnesota

No Injury Information

Injury Report for Memphis

Dillon Brooks: Game-Time Decision (Foot) Santi Aldama: Out (Knee) Killian Tillie: Out (Knee)

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