Walt Disney On-Track to Acquire Twenty-First Century Fox, Pending EU Approval

The massive Walt Disney (DIS.N) media and entertainment empire is home to Pixar, Mickey Mouse, the Marvel movies, and the famed Star Wars franchise. The company also owns ABC and ESPN. In June 2018, Disney proposed a $71.3 billion bid to acquire another powerful media conglomerate, Rupert Murdoch’s Twenty-First Century Fox. Fox is the source of countless successful TV shows and box-office hits, including The Simpsons, The Shape of Water, Avatar, and X-Men. It is also home to a vast array of network and sports television, including Fox News, the NFL Sports Network, National Geographic, and over 300 international channels.

Unsurprisingly, Disney’s proposed $71.3 billion acquisition of Twenty-First Century Fox has raised antitrust concerns. The Justice Department, which is responsible for the investigation of antitrust cases, took a hit on June 12, 2018 due to a defeat in court while attempting to block the merger of AT&T and Time Warner. The U.S. District Court’s “blistering” decision criticized the Justice Department’s arguments as out of touch with the reality of today’s constantly evolving media landscape. Notably, the two parties to the AT&T-Time Warner merger operate in “different rungs in the media industry supply chain,” a fact which serves to mitigate the antitrust issue of harm to competition. However, the Fox acquisition is arguably a different beast, as it places Disney in a position of box-office “clout unmatched by any other traditional movie maker.”

Nonetheless, the Justice Department’s resounding defeat in district court may have forced it into a position more amenable toward corporate media acquisitions. As such, on June 27, 2018, the Justice Department approved Disney’s purchase of Fox under a settlement that requires Disney to sell Fox’s 22 regional sports networks.

The “clout” Disney will possess through the acquisition of Fox is perhaps one reason why the European Commission, the EU’s politically independent executive arm, has been slower to dismiss the antitrust issue. In response to the EU’s continued concerns, on October 12, 2018 Disney offered concessions via a proposal to the EU competition enforcer. The Commission will decide whether to approve the proposal by November 6, 2018. Although the details have not yet been released as to what the concessions may include, Fox President Peter Rice confirmed the deal is on-track to close in the first half of 2019, pending approval from the EU.

If the EU decides in favor of the acquisition, Disney’s $71.3 billion purchase of Fox will radically change the power distribution in media and entertainment.

Walt Disney On-Track to Acquire Twenty-First Century Fox, Pending EU Approval

A Financial Engineering Failure: Sears Files for Bankruptcy

On Monday, October 15th, Sears filed for Chapter 11 bankruptcy with a plan to close 142 of its 700 stores by the end of the year. Though many view the downfall of the retailer as inevitable in the age of e-commerce, the bankruptcy proceedings have revealed the flawed financial engineering that led Sears to its demise.

Eddie Lampert acquired Sears in 2005 for $11 billion when he engineered the merger of Sears and Kmart. Once hailed as a financial genius for his early success betting on AutoZone, Lampert’s poor decision-making drove Sears to bankruptcy. Lampert neglected the inventory and appearance of Sears and Kmart stores and instead focused on cutting costs and implementing a half-hearted digital makeover. Further, Lampert sold valuable Sears brands and carved out hundreds of stores into a separate real estate trust. Piece by piece, he siphoned away the valuable aspects of Sears’ business and left the in-store experience to rot.

Under the bankruptcy plan, Lampert has stepped down as CEO and will be replaced by a three-person executive committee. A bankruptcy judge approved $300 million in financing to keep Sears in business through the holidays. In addition, the company announced that Lampert’s hedge fund, ESL, is offering Sears an additional $300 million in loans. As Sears’ largest creditor, Lampert is positioned to control the company again if it emerges from bankruptcy protection. Even if Sears liquidates, Lampert’s holdings in Sears’ real estate will be worth hundreds of millions of dollars.

Under Lampert’s leadership, billions of dollars of shareholder and creditor money has been lost, thousands of jobs taken away, and one of America’s iconic businesses shuttered.

Financial Engineering Failure- Sears Files for Bankruptcy

Surveillance Capitalism, It’s a Feature Not a Bug

In the last year, data privacy has become a significant issue of public interest. In 2017, the Equifax breach compromised credit information for 143 million Americans. In 2018, Cambridge Analytica was revealed to have obtained data of up to 87 million Americans to psychographically target voters. Often, there is a misunderstanding regarding the difference between the two. The Equifax breach was what is commonly understood as a hack, where bad actors gained unauthorized access to data. On the other hand, Cambridge Analytica obtained data through Facebook, not a bug. Cambridge Analytica collected data on individuals and their friends through a feature provided by Facebook to software developers.

Companies like Facebook and Google are experts in monitoring the everyday usage of their platforms and monetizing the data collected. Shoshana Zuboff, retired professor of Harvard Business School, describes this business model as surveillance capitalism, where companies monitor the everyday use of a product or service to predict and modify human behavior and generate revenue. The data collected from likes, searches, and views allows Facebook and Google to draw insights and categorize individuals based on characteristics that third parties want to target. Facebook and Google have generated billions of dollars in revenue through this business model. Zuboff further asserts that surveillance capitalism has shifted privacy rights and choice of what remains private and what is monetized from the individual to tech giants.

As the conversation on data privacy in the US continues, companies with core business models of monetizing user data will face greater scrutiny. As wearables and smart home devices gain in popularity, the variety and quantity of data collected will also grow. Third parties potentially can gain insights into the homes and bodies of individuals that were not available before. Although the majority of third parties will use the new data to better market goods and services to consumers, the same data can allow bad actors to target individuals without their knowledge and modify behavior with more precision for non-commercial purposes like influencing voters.

Governments are starting to recognize this problem but mainly through a commercial lens. Europe enacted the General Data Protection Regulation (GDPR) and California recently passed the California Consumer Privacy Act (CCPA). These laws include new rights for individuals such as the right to erase their data and the right to say no to the sale of their data. However, surveillance capitalism is still a fundamental problem. As long as businesses rely on monetizing user data, there will be opportunities for bad actors to abuse platforms through legitimate features to predict and modify behavior. It is yet to be determined at what point Americans will cease to value tech products and services over the loss of data privacy and choice.

Surveillance Capitalism, it’s a feature not a bug

Tech Workers Learn to Say No to Unethical Projects

Corporations from their inception have been construed as a nexus of stakeholders, including employees and consumers. They are given the blessing of the State to pursue a commercial, yet publicly necessary enterprise. Nevertheless, that view of corporations has given way to a more transactional model wherein employees, in exchange for their wage, have ceded their right to exercise their natural stake in their employer. Since the 1970s, a concerted attack on unions and a grand bargain between management and shareholders has meant that even employees who do care to exercise a say in the direction of their company have had their voices drowned out.

But, in the tech industry, a tight labor market where talent attracts a high premium, workers are starting to raise their voices in a way that employees in other industries haven’t. For example, tech workers have started to push back against working on projects they believe are unethical. The New York Times highlights the case of Dr. Jack Poulson, a research scientist for Google who ultimately quit after discovering the company was working on a search engine that would comply with China’s strict censorship requirements. For companies like Google, Facebook, and  Amazon, a significant burden of ethical deliberation has fallen on tech workers to determine how to exercise their power to achieve a moral, sustainable future for their industry.

Organizations, such as the Tech Workers Coalition, have tried to build an alliance among engineers and more precarious contract workers in order to exert pressure on managers and shareholders to pursue projects more in line with the employees’ and companies’ declared values. Nevertheless, even for this privileged class of workers, the deck is still stacked against them. For one, organizing is much harder than ever before, especially in an industry that champions individualism and a take-it-or-leave-it approach with employees who disagree. It also remains unclear whether tech workers should form unions or innovate forms of partnership more suited for an increasingly service-based economy.

There may also be a role for policy in empowering tech workers and others to exercise their voice in partnership with business owners. For example, organizations, such as the Oakland-based Sustainable Economies Law Center, are working to champion worker-owned cooperatives as a future corporate model. Furthermore, Senator Warren has been advocating for more German-style codetermination as a solution while the Labour Party of the UK has been advocating that a third of company board seats must be reserved for employees.

Some employers may view tech workers raising their voices as an insurrection, but in the broader historical narrative of what corporations are and the purposes they serve as legal instruments, we’re merely seeing a return to the norm. Or, perhaps we may see a more harmonious vision of stakeholder sovereignty, employees, managers, and shareholders alike, in a time replete with moral quandaries.

Tech Workers Learn to Say No to Unethical Projects

Johnson & Johnson Deal Signals Industry-Shattering Potential of RNAi

We are currently perched on the precipice of a biomedical revolution. In the coming years, RNA interference (RNAi) will fundamentally reshape the pharmaceutical landscape. RNAi may help effectively eliminate many of the world’s most resilient viruses, curing some of the most intractable diseases on the planet—everything from Hepatitis B to HIV may be completely neutralized.

RNAi works by destroying flawed protein-building instructions caused by viruses that corrupt DNA. Proteins perform a variety of important functions in the body—some proteins help break down food; others transport oxygen around the body; still others help regulate blood-sugar levels. These various proteins are constantly being produced in the body’s cells, and DNA helps cells know which proteins to produce and when to produce them.

DNA is essentially a master-list of instructions stored within every cell; it is the all-encompassing recipe book containing the steps for making every possible protein. Cells regularly copy small segments of DNA—like photocopying excerpts from a large list of instructions—and ship the appropriate excerpts to millions of ribosomes, which function as the protein-builders within the cell. Upon receiving these instructions, the ribosomes get to work, constructing the appropriate proteins. In short, the cell is like a factory—DNA is the factory’s instruction manual, containing steps for all production processes; ribosomes are the workers, toiling away on the assembly line. This well-oiled factory performs extremely well, until a virus intervenes.

DNA viruses, such as Hepatitis B and HPV, breach cells and corrupt DNA—effectively rewriting portions of the instruction manual and sending flawed protein-building instructions to ribosomes. This is where RNAi—the aforementioned biomedical breakthrough—can save the day. RNAi can selectively intercept and destroy these flawed instructions before they reach the cell’s ribosomes. Using RNAi, all DNA viruses (from Hepatitis B to HPV to Herpes) could potentially be stopped in their tracks.

Less than 20 years ago, the legitimacy of this treatment was widely questioned, with scientific literature lamenting that RNAi “has had only limited success” and concluding that “the long-term potential of [RNAi] has yet to be determined.” However, skepticism and dismay were replaced by profound optimism just a few months ago, when the FDA approved the first-ever commercial RNAi drug: Patisiran. This marked the first major step towards making RNAi a staple tool in our medical arsenal. Indeed, the “landmark approval” was described as “one that will surely rewrite pharmacology textbooks”. The second—and arguably even more important—step came just last week, when Johnson & Johnson signed a deal with Arrowhead Pharmaceuticals, Inc. to develop and market another RNAi drug.

Arrowhead is developing an RNAi therapy specifically targeted towards curing Hepatitis B. Johnson & Johnson has purchased the rights to develop and market Arrowhead’s proprietary drug. But these development rights came at a hefty price—Johnson & Johnson will pay $3.7 billion over the course of the deal. Even for a large company like Johnson & Johnson, this deal is massive in scale; to put things in perspective, Johnson & Johnson only earns about $800 million per quarter in revenue from treating infectious diseases. The deal with Arrowhead will therefore cost Johnson & Johnson the equivalent of its entire annual infectious disease treatment revenue.

If companies are willing to invest this much, they must expect RNAi to dominate disease treatment—they are banking on the industry-shattering potential of RNAi. This means a world without DNA viruses draws ever closer, and the implications are profound for every field and discipline. For the economy, this means a stronger, healthier workforce producing and demanding a larger quantity of commodities. For the environment, this in turn means greater pressure on scarce natural resources. Widespread usage of RNAi is also certain to bring a plethora of complex new legal problems, from IP and licensing issues to medical malpractice suits. RNAi thus seems poised to radically transform not only the medical landscape, but potentially every aspect of human society.

Johnson & Johnson Deal Signals Industry-Shattering Potential of RNAi

Can India Become a Hub for Women in Technology Entrepreneurship?

India’s already fast-growing economy could be supercharged by female entrepreneurship. Currently, only about 27% of women are pursuing a career or looking for work in India. The country could add up to $770 billion to the economy by addressing that gender inequality.

India’s government launched several programs to help women succeed in the world of startups. For example, the government introduced a startup-oriented loan program as part of Startup India.

The technology giants aren’t far behind the Indian government. Both Facebook and Google have recognized the role that Indian women could play in the tech boom. The companies have organized programs to support Indian women who want to launch their own startups.

However, merely investing in female-run startups won’t be enough to create the culture shift necessary for women’s entrepreneurship. The initiatives organized by private corporations as well as the Indian government will allow women to get their foot in the door, but they will not hold those doors open. It can be incredibly difficult for women to penetrate the market in a country where relatively few women work outside of the home. Indian women have the tremendous opportunity to re-write the world of startups, but it won’t be easy.

As Laurel Thatcher Ulrich said, “Well-behaved women seldom make history.” So, let’s hope that Indian women are ready to cast aside their manners to become the tech rebels that future generations need them to be.

Can India Become a Hub

Google+ to Shut Down

Google recently reported that it will “sunset” Google+, an unpopular social network it launched in 2011. Google released the announcement following a report by The Wall Street Journal about a security bug in the platform’s API that may have exposed the private data of half a million users to outside developers.

The bug surfaced in the redesign of Google+ in 2015. However, Google’s security engineers only discovered the flaw as part of a security audit in March 2018. The probe found that up to 438 external applications could have exploited the flaw.

The developers of the external applications thereby accessed the “static” profile information of private Google+ users, including users’ full name, email address, gender, profile picture, job status, location, and birth date. According to Google, as many as 500,000 Google+ accounts were affected by the flaw. However, Google could not discern which users were affected.

Google claimed that it immediately patched the bug upon discovery. Nonetheless, many have criticized Google’s initial decision to not report the bug. The Irish Data Protection Commission, a supervisory authority in the EU, announced that it will request additional information.

Google+ was launched as a would-be Facebook rival in 2011. However, it failed to achieve popularity, as 90 percent of Google+ users used the platform for less than five seconds. Regardless, Google’s decision to report the shut down of Google+ immediately following The Wall Street Journal’s report may reveal that the termination was at least partly motivated by a need to avoid additional regulatory scrutiny.

Profile data security scandals have recently rocked Silicon Valley. Facebook’s Cambridge Analytica scandal surfaced the month that Google discovered the security bug. People have primarily focused on Facebook’s scandal, which revealed that the data of more than 50 million users had been stolen. But, the difference between the security bug confronted by Google and Facebook can only boil down to scale.

Google+ to Shut Down

Netflix Acquires Its First Production Studio

Online streaming giant Netflix announced its acquisition of Albuquerque-based ABQ Studios on October 8—a deal that will bring over $1 billion in production and hundreds of jobs to the state of New Mexico over the next ten years. The deal was made possible in part due to New Mexico’s Local Economic Development Act (LEDA), which will provide up to $4.5 million from the city and $10 million in funding from the state. ABQ Studios adds eight sound stages, production offices, mill space, a back lot, and the entire canvas of Albuquerque to Netflix’s arsenal of recent infrastructure upgrades.

The acquisition is just as much about Albuquerque’s growth as it is Netflix’s—amidst growing competition amongst municipalities for tech darlings and their tax dollars, the city of Albuquerque seems to have understood and captured the changing landscape of modern media consumption. Albuquerque first put itself on the map as the backdrop for AMC’s hit show Breaking Bad, and the city continues to reap the benefits as a tourism hotspot over ten years after the show began. Creator Vince Gilligan viewed the city as “virgin territory for cinematography,” soon thereafter utilizing the rich landscape as part-and-parcel of the core storyline. With Netflix’s deep pockets and history of creative storytelling, there is little question as to whether the company will be able to do the same.

Furthermore, this expansion comes as no surprise. With Netflix’s vision of long-term growth centered around its long-form original content, the company has primed itself to take the next step in ramping up production to cater to the appetite of young cable-cutters around the world. Competitors such as Disney have come to understand the up-or-out ecosystem of online streaming—Disney recently announced its plans to pull its content from Netflix to start its own streaming service. However, the acquisition of ABQ Studios should signal to competitors that Netflix has no intention of bowing down, and instead is taking active steps in becoming its own content-creating behemoth.

Netflix Acquires Its First Production Studio

U.S. Takes Aim at WTO Appeals Court

With the high-profile international disputes of the past few months, such as the trade war with China and the impending signing of USMCA, one could be forgiven for forgetting about the WTO. The Trump administration’s war against the WTO continues, however, as the organization has been thrown into crisis by the failure of the U.S. to appoint enough judges to its Appellate Body. The vacant seats could lead to the shutdown of the WTO’s appeals court, presenting a foreign policy confrontation that comes on the heels of the U.S. withdrawal from the Paris Accord and the UN Human Rights Commission, among other American pullouts.

The WTO is governed by the General Agreement on Trade and Tariffs, or GATT. GATT serves two main purposes. First, it serves to lower trade barriers through terms like the most-favored-nation (MFN) principle for GATT signatories. Second, and just as important, it introduces a path for dispute resolution. When member countries believe that another country has engaged in unfair practices, such as dumping or non-national security tariffs, they can enter a dispute mediation overseen by a rotating panel of judges. At any point, the parties may end the dispute and settle. If the initial ruling is unsatisfactory, the parties can then appeal. The United States has the power to block the appointment of any WTO judge—in 2016, President Obama blocked the appointment of a South Korean judge for the first time. Now, under President Trump, the seven-seat WTO Appellate Body has three vacancies. It may soon be unable to operate.

The WTO has been amended several times since its inception. Nonetheless, in recent years it has been criticized as ineffective, especially as countries like China flout WTO principles without reprimand. It has also been accused of being out of date. Fundamentally, these accusations speak to the physical goods orientation of the GATT in a world that is increasingly driven by property that is less physical and more intellectual. For example, when it comes to ecommerce, the WTO still has no dedicated rules.

The United States is actually the most active member of the WTO, participating in more disputes than any other country by a large margin. Yet the WTO is under siege from the country that previously was its biggest booster. Secretary of Commerce Wilbur Ross called the WTO “outdated.” President Trump even proposed leaving the WTO altogether in favor of bilateral agreements, which he has always supported over multilateral agreements. Conservatives have critiqued multilateral bodies like the UN for a long time, but such concerns typically center around loss of sovereignty, rather than crude mercantilism. With the Trump administration’s refusal to appoint new judges to the Appellate Body, the WTO’s future looks less certain than ever.

U.S. Takes Aim at WTO Appeals Court

Trump Hails Revised NAFTA Trade Deal

President Trump recently applauded revisions to the North American Free Trade Agreement, considered raising Chinese tariffs, and boasted that actions by his administration have been taking a toll on the Chinese economy.

Originally, NAFTA was meant to gradually reduce tariffs and other trade barriers between the United States, Mexico, and Canada in order to increase trade and production. It effectively acted as a laissez-faire policy between the countries that resulted in the creation of millions of jobs. Opposing groups feared it would undermine local governments and prioritize private interest because it could, and ultimately did, result in the deregulation of public services and displacement of local farmers.

NAFTA’s replacement, United States-Mexico-Canada Agreement (USMCA), makes adjustments to the trading relationships between the participating countries. Some changes included new rules for the automobile industry, expanded access to U.S. markets for Canada and Mexico, improved labor and environmental rights, and increased intellectual property protections. Some criticism to this agreement, however, is that car prices may increase; China may feel pressure to follow suit; and Mexico’s manufacturing growth could possibly stall.

President Trump commented on USMCA saying that, “it’s a much different deal.” Yet, while the deal is an alteration of its predecessor, many of its changes were inspired by a previous deal the President so passionately opposed, the Obama-era Trans-Pacific Partnership (TPP). The similarities are such that a senior Trump advisor, Robert Lighthizer, felt compelled to comment, where he implied that TPP was effectively a foundation for the USMCA.

The next step to finalize the USMCA deal is for Congress to approve it after all three countries sign it. Nevertheless, due to recent political changes in Mexico and the upcoming U.S. elections, there is no sure way to predict its conclusion.

There are only a few significant changes to this new deal along with some TPP inclusions, which points toward little actual work done to create a brand new deal. Although NAFTA needed revisions, will USMCA actually benefit the US? Or, is it simply a strategy used to fuel a trade war with China?

Trump Hails Revised Nafta Trade Deal