WAR CRIME
Ukraine – British citizen Paul Urey dies under arrest by pro-Russian forces in Donetsk

Newsroom - Yesterday 
Authorities in the Russia-friendly self-proclaimed Donetsk People's Republic announced Friday the death in custody of British citizen Paul Urey of natural causes, the first foreigner to die in the custody of pro-Russian separatists since the start of the war in Ukraine.

Urey, identified by Donetsk authorities as a "mercenary," died on July 10 from "chronic illness and a depressed psychological state," Donetsk Ombudsman Daria Morozova said on her Telegram channel.

However, DPR Foreign Minister Natalia Nikonorova later detailed to Russia24 channel microphones that the official information is that Urey died of "acute coronary insufficiency, complicated by pulmonary and cerebral edema."

According to the Ombudsman, Urey was taken prisoner in April while trying to break through a checkpoint controlled by DPR troops. According to Morozova, he was a professional soldier who participated in conflicts in Afghanistan, Iraq, Libya and Ukraine, led military operations and was also involved in recruiting and training mercenaries for Ukrainian armed formations.

In contrast, Dominik Byrne, co-founder and chief operating officer of Presidium Network, assured 'The Guardian' that Urey, 45, was working independently in Ukraine as a humanitarian aid volunteer.

Morozova has also confirmed that Urey was being held in a DPR penitentiary institution at the time of his death. On admission he was diagnosed with insulin-dependent diabetes, damage to the respiratory system, kidneys and a number of diseases of the cardiovascular system.

In addition, the Ombudsman stated that Urey had been suffering from depression for some time "due to the indifference of the British authorities" to his fate in captivity.

"The British representatives ignored even the possibility of negotiating his return as part of the prisoner exchange procedure, nor did they provide the necessary medical supplies through the ICRC," Morozova added.

UNITED KINGDOM SEEKS ANSWERS 

After learning of the information of Urey's death, the British government has assured that it has launched an "urgent" investigation into the news and took the opportunity to convey its condolences to those close to him, according to a statement picked up by Sky News.

Likewise, the British Foreign Office has issued a statement informing that it has summoned the Russian ambassador in London, Andrei Kelin, to express Downing Street's concern about what has happened.

"I am appalled by reports of the death of British aid worker Paul Urey, who was being held captive by Russian guards in Ukraine," said British Foreign Secretary Liz Truss, who said that "Russia must be held fully accountable for this".

Urey's daughters told the aforementioned British channel that they were already "preparing for the worst" after learning that he had been arrested in April and confirmed that they did not know he was in Ukraine until they learned of his capture.

Two other British citizens, Shaun Pinner and Aiden Aslin, are currently under sentence of death after being accused of collaborating with Ukrainian forces, and two more, Dylan Healy and Andrew Hill, have been charged.

Fiona Hill says Trump's election lies have created a 'recipe for communal violence' that could foster 'civil conflict' in the US

John Haltiwanger
Thu, July 14, 2022 

Fiona Hill, testifies before the Commission on Security

 and Cooperation in Europe in Washington, DC on February 2, 2022.

Alex Wong/Getty Images

In this article:

Fiona Hill told Insider that Trump's elections lies have created a "recipe for communal violence."

Echoing other experts, Hill warned that the US could ultimately end up in "civil conflict."

"We may have just become ungovernable," Hill said. "We're in a mess."

America is historically divided. Trust in key institutions has tanked. Millions of people still don't believe President Joe Biden won the 2020 election fair and square. And former President Donald Trump and his Republican allies continue to push false claims on 2020, as they simultaneously vie to whitewash the deadly riot at the Capitol on January 6, 2021.

"We're in a mess," Russia expert Fiona Hill said in a conversation with Insider on Wednesday that focused heavily on the state of US democracy.

Hill, who served as the top Russia advisor on the National Security Council under the Trump administration, warned that the distrust in the electoral process fomented by Trump and those close to him has created a "recipe for communal violence." The US could ultimately "end up in a civil conflict," she added.

"Some people have said that might have been our last fair election in 2020. And it's disastrous because that means that a portion of the population will always believe that whoever got elected is illegitimate," Hill said.

The US has reached a point where "trust in the different communities and authorities" has broken down "to such an extent that people just start fighting with each other," Hill said.

Some academics have contended that the US is already experiencing a slow-moving civil war or is heading toward insurgency — the 21st century version of civil war. When asked if she agreed, Hill said, "I've said that myself at times and I've dialed it back a bit. We've got a lot of communal violence. So, we're already kind of in that. But we may have just become ungovernable by many of the things that have happened here."

"I don't think we'd end up in the kind of conflict that we had between the states — the Union and the Confederacy — back in the day," Hill said. "But people's sense of the civil and civic ways of resolving disputes are out the window."

When people are storming the US Capitol, staging armed protests at state capitols, plotting to take governors hostage, and engaging in targeted, mass violence — including racially motivated violence like the recent shooting at a grocery store in Buffalo, New York — it's a sign that your country is in "really big trouble," Hill said.

"However you define it, you're in big trouble" when there's "this whole atmosphere where everyone's on edge and feeling that they need to resolve the disputes themselves," she added.

The GOP is 'hellbent on undermining democracy'

Pro-Trump protesters gather in front of the U.S. Capitol Building on January 6, 2021 in Washington, DC.

Jon Cherry/Getty Images

Hill, who wrote a book on Russian President Vladimir Putin, is seriously concerned that the US could be moving toward autocracy. She saw firsthand how Trump sought to emulate autocratic leaders like Putin.

In her 2021 memoir, "There Is Nothing for You Here: Finding Opportunity in the Twenty-First Century," Hill wrote that Trump "may have paved the way for another, less personally insecure and more capable populist president — someone who actually did his or her homework and was skilled in project management — to pull a Putin in America."

Hill said the Russian president "took the constitution's presidential powers and ran with them" and also "enhanced them to the point of extending his own term in office essentially indefinitely," warning that it could also happen in the US.

Asked if she was still worried that someone could "pull a Putin" in the US and move it toward autocracy, Hill told Insider, "I'm very concerned about it."

Many Republicans continue to run for office "on the back of the lie that the January 6th committee has really tried very hard to refute," or the false notion that the election was stolen from Trump, Hill said.

Some of the people who will run for the GOP nomination in 2024, including those who could potentially beat Trump, if he chooses to make another bid for the White House, have "not refuted what he's said and never recognized Biden as a legitimate president," she said.

It would be "disastrous" if Trump runs and wins again "on that basis," and equally as bad if another Republican candidate who "helped enable this or perpetuate it and is tapping into it" wins, Hill warned.

The GOP today is not the Republican party of old, Hill said, stating that it has all the "hallmarks" of authoritarianism.

"I am not a partisan person, but it's a little bit hard to take a neutral stance," Hill said, noting that people in the UK have described the Republican party to her as "a charismatic satanic death cult."

The Democratic party is not unworthy of criticism, Hill said, but it's also not "trying to undermine the overall democratic system."

"Right now it has to be said that the Republican party, the congressional Republican party, so it seems, so it would appear, is hellbent on undermining democracy to exert minority rule," she added.

Hill, who was pushed into the national spotlight as a key witness during the House impeachment inquiry into Trump's dealings with Ukraine, said she's been closely following the hearings held by the House select committee investigating January 6. She said the committee has made a compelling case so far.

"But it doesn't mean that everybody else is watching and is being persuaded," Hill said, adding, "We've become so polarized and partisan."

To reverse course, Hill said, everybody needs to stand up and work at strengthening America's democracy.

"Everybody's individually got to think about what can they do in this moment, and really look at things long and hard about the kind of country that they want to live in," Hill said.

IT ONLY COST $393

Pennsylvania Democrat John Fetterman trolls Dr. Oz with message from Snooki amid flap over Oz's ties to the state: 'Jersey will not forget you'

Brent D. Griffiths

Thu, July 14, 2022 

A composite image of Pennsylvania Republican Senate candidate Mehmet Oz and "Jersey Shore" star "Snooki" LaValle.Getty Images

• Pennsylvania Lt. Gov. John Fetterman continues to troll Dr. Mehmet Oz over his New Jersey ties.

• This time, Fetterman enlisted "Jersey Shore" reality show star "Snooki."

• "Jersey will never forget you," Snooki says to Oz in a video posted by Fetterman's campaign.

Pennslyvania Lt. Gov. John Fetterman's campaign enlisted "Jersey Shore" alum Snooki in its ongoing effort to troll Republican Senate candidate Dr. Mehmet Oz over his longstanding ties to New Jersey.

"Hey, Mehmet, this is Nicole "Snooki," one of the stars of the MTV reality show says in the video that appears to be from the online service Cameo. She adds that she heard Oz left New Jersey to "look for a new job."

"Personally, I don't why anyone would want to leave New Jersey because we are all hot messes, but I want to say best of luck to you," said Snooki, whose real name is Nicole LaValle. "I know you're away from home and you're in a new place but Jersey will never forget you."

It's unclear if LaValle knew that her video would be used as a political attack.

 

Spurred on by former President Donald Trump's endorsement, Oz narrowly won the Republican Party's nomination in June. Fetterman and Oz will now face off in November in a race to determine who will replace retiring Republican Sen. Pat Toomey. Republicans appear to be entering the midterms on the offensive, but the Pennsylvania contest will be one of the marquee races come November.

Fetterman and his campaign have for weeks assailed Oz over his ties to New Jersey and minimal ties to Pennsylvania. According to the Philadelphia Inquirer, Oz lived in North Jersey for more than three decades. He has said that he moved to Pennslyvania in 2020 and lived at his in-law's home. But Oz's social media posts still showed him frequently in New Jersey.

It doesn't help matters that the political neophyte has made some missteps such as when his campaign misspelled the name of his town on an official campaign form or when it appeared that he filmed a campaign video in his New Jersey mansion. 

Fetterman has been off the trail recovering from a near-fatal stroke he suffered in May. In the meantime, his campaign has pushed the Oz-New Jersey story through a litany of social media posts. Last weekend, it also paid for a plane to fly over the Jersey shore with a message saying, "HEY DR. OZ, WELCOME HOME TO NJ! ♥ JOHN."

Ironically, Jersey shore itself was dogged by criticism about where some of its stars lived. The reality TV show, which ran from 2009-2012, was about eight housemates. Only two of them were New Jersey natives. Snooki was not one of them.

Representatives for Fetterman and Oz's respective campaigns did not immediately respond to a request for comment.

REST IN POWER

Eugenio Scalfari, revolutionized Italy's journalism, dies


Thu, July 14, 2022 



ROME (AP) — Eugenio Scalfari, who helped revolutionize Italian journalism with the creation of La Repubblica, a liberal daily that boldly challenged traditional newspapers, died Thursday, the Senate president announced. Scalfari was 98.

Senate President Maria Elisabetta Alberti Casellati led lawmakers who were debating a bill in a minute of silence to honor one of the deans of Italian journalism.

The Rome-based La Repubblica broke ground when it burst onto already crowded newsstands in 1976, grabbing readers’ attention with punchy headlines and a tabloid format. Its sassy style of writing that had little in common with the austere prose then used by Italy’s leading paper, Corriere della Sera, headquartered in Milan.

His novel recipe proved a success, and La Repubblica became Italy’s No. 2 daily newspaper.

Italian Premier Mari Draghi praised Scalfari on Thursday for ”the clarity of his prose, the depth of his analyses, the courage of his ideas," and said the journalist's death “leaves an unfillable void in the public life of our country."

Scalfari’s editorials "were fundamental reading for whoever wanted to understand politics, the economy,” Draghi said in a statement.

Scalfari used the pages of La Repubblica to fight a number of battles, and his was the first mainstream Italian paper to urge Italians to reevaluate Italy’s Communist party, which successive Christian Democratic-led coalitions had deftly kept out of power by allying with an array of much smaller coalition partners.

He used his weekly columns to campaign relentlessly against Silvio Berlusconi after the television mogul went into politics in the mid-1990s, leading a center-right bloc that would eventually form three governments. La Repubblica hammered away at Berlusconi repeatedly accusing the then-premier of jumping into politics to safeguard his business interests.

Along with his media empire, Berlusconi also had extensive real estate holdings, advertising companies and a soccer team. Conflict of interest accusations dogged him throughout his political career.

One of the first tributes following the news of Scalfari's death nonetheless came from Berlusconi, who still heads the center-right Forza Italia party he created three decades ago.

“Eugenio Scalfari was a figure of reference for my adversaries in politics,'' he tweeted. ”Today, however, I cannot but recognize that he was a great publisher and journalist, who I always appreciated for his dedication and passion for his work."

In arguing for a new reading of Italy's Communist Party, which had been the largest in the West, Scalfari contended it had broken with its Soviet roots. Many former Communists joined new, leftist parties, which ultimately went on to became coalition partners in several Italian governments.

The appeal of La Repubblica among left-leaning readers became so broad that it increasingly wore away at the readership of the then widely-read Communist- and post-Communist - paper l’Unita.

During a career that spanned more than 50 years, Scalfari was called everything from the “Lider Maximo of Italian Journalism,'' a reference to a nickname of the late Cuban leader Fidel Castro, to an ideological opportunist.

It was a testament to his enduring influence that even after retiring from his position as editor of La Repubblica in 1996, his weekly columns continued to ruffle feathers.

Scalfari’s life was marked by conspicuous triumphs. Besides La Repubblica, he was the co-founder of the successful L’Espresso weekly newsmagazine.

For years, he participated in Italian political life, first with the Italian Radical Party, as a founding member, serving as its national vice secretary between 1958 and 1963, then with the Italian Socialist Party. Scalfari also served a term in Parliament, starting in 1968.

Under his direction, both L’Espresso and La Repubblica adopted tough investigative approaches, exposing some of the many scandals that marked a particularly tumultuous period of postwar Italian history.

Most notably, in 1967, L’Espresso blew the lid off an attempted 1964 coup by an Italian general.

Born in Civitavecchia, a port city near Rome, on April 6. 1924, Scalfari studied law before turning to journalism. He began writing in 1950 for Il Mondo and L’Europeo, two top magazines, leaving in 1955 for the L’Espresso venture.

He served as editor-in-chief of the popular newsmagazine between 1963 to 1968, and then as the managing director of L’ Espresso publishing company between 1970 to 1975, helping to establish it as one of Italy’s most influential publishing groups.

Scalfari was married to Simonetta De Benedetti, and the couple had two daughters, Enrica and Donata.

___

Former AP staffer Victor L. Simpson contributed biographical material to this story.

Frances D'emilio, The Associated Press

$$$ 4 WAR NONE FOR DAYCARE

The US military just awarded a $10 million contract for what could be special operators' latest gadget: jet boots


Stavros Atlamazoglou
Thu, July 14, 2022

A US Army Special Forces combat diver off the coast of Washington, August 14, 2014.US Army

US special operators are investing in tech to give it an advantage against highly capable adversaries.

US Special Operations Command recently awarded a $10 million contract for jet boots to give its divers that edge.

With the US military reorienting itself for a potential conflict with a highly capable adversary, the US special-operations community is investing in capabilities and technology that would give it an advantage in such a conflict.

A recent investment is in a futuristic piece of technology that would have a lot of benefits for one of that community's toughest job: combat diver.
Jet boots
—Patriot3, Inc. (@Patriot3Inc) May 26, 2022

In April, US Special Operations Command awarded a $10 million contract to the Virginia-based company Patriot3 for the purchase and maintenance of the Jet Boots Diver Propulsion System. The contract is a "firm-fixed-price" agreement for the delivery of an indefinite number of jets boots up to 2027

Jet boots use a battery pack and a brushless motor system to propel the diver. The boots have two thrusters on the side of each leg that the operator can maneuver with their body, freeing up their hands for other tasks.

Jet boots are primarily used by the Army Special Forces combat-diver teams and Navy SEALs, and versions currently in use can move a diver at speeds up to 4 knots while allowing them to be "completely relaxed" and conserve energy.

The consensus among special operators who have used jet boots is that once you get used to them they are very easy to use and operate. For example, special operators using jet boots during visit, board, search, and seizure missions or maritime counterterrorism operations could get on target faster and be more rested once they arrive.

US Navy SEALs navigate murky waters during a combat swimmer training dive, May 18, 2006.US Navy/CPO Andrew McKaskle

The boots have benefits and drawbacks, according to John Black, a retired Green Beret warrant officer.

"Combat divers are known to and expected to be able to dive for very long periods of time and to swim for hours on end. Depending on the current of the water and the pace of the dive, this could leave the diver exhausted by the time he reaches the beach. Then the diver is expected to conduct a mission," Black told Insider.

"Diving is a means of infiltration. The combat diver cannot be exhausted just from the infiltration," Black added.

Moving through the water with such ease would be a great help to combat divers, but in some cases, there is a downside to minimizing exertion.

"In colder waters, using jet boots must be carefully planned," Black said. "A diver being motionless for an hour in cold water, while constantly breaking new water, could leave the diver hypothermic. So it must be remembered that it is a tool, not a vehicle."

An asset if used right

—Patriot3, Inc. (@Patriot3Inc) February 4, 2022

Being able to go farther faster and arriving less fatigued — and thus better prepared — would be an asset to a combat diver team and could make a difference between success and failure.

"They come with a hefty price tag, but you get amazing results. You have guys doing 5-[kilometer swims] and using barely any oxygen and more importantly being completely rested and ready to go upon hitting the beach," a retired Green Beret with extensive experience in combat diver operations told Insider.

The Army Special Forces operator spoke on the condition of anonymity because of ongoing work with the government.

A primary tenet of US special operations is that "people — not equipment — make the critical difference," and special operators familiar with the jet boots caution against relying too much on technology, as a poorly selected and trained commando won't be as effective regardless of equipment.

US special-operations forces will continue to evolve along with their mission set, Black told Insider.

"If we expect our best fighters to go anywhere and do anything, they must be equipped with the most up-to-date technology and equipment," Black said. "I do see SOF teams using these [boots] more often, however keeping their core tasks and fitness at the base of everything they do."

Stavros Atlamazoglou is a defense journalist specializing in special operations, a Hellenic Army veteran (national service with the 575th Marine Battalion and Army HQ), and a Johns Hopkins University graduate.

LA REVUE GAUCHE - Left Comment: Search results for PERMANENT ARMS ECONOMY 

Academics attack Florida plan to limit transgender treatment

ORLANDO, Fla. (AP) — A plan by Florida health officials that likely would restrict Medicaid insurance coverage for gender dysphoria treatments for transgender people lacks sound medical justification and may be politically motivated, according to a group of academics from Yale University and other schools.

The Florida Agency for Health Care Administration said puberty blockers, cross-sex hormones and sex reassignment surgery have not been proven safe or effective in treating gender dysphoria. Tom Wallace, the state’s deputy director of Medicaid, signed off on the report last month.

But a group of seven scientists and a law professor from Yale and other schools said in a report last week that the Florida’s agency’s conclusions are “incorrect and scientifically unfounded.” The Florida conclusions are so flawed “that it seems clear that the report is not a serious scientific analysis but, rather, a document crafted to serve a political agenda,” according to the academics.

“Medical treatment for gender dysphoria does meet generally accepted professional medical standards and is not experimental or investigational,” the academics’ report said.

A spokesman for the Florida health agency dismissed the academics’ report as “another example of the left-wing academia propaganda machine.”

Related video: FINA restricts transgender participation in women's events
View on Watch

“The Yale ‘review’ is a hodgepodge of baseless claims using ‘expert opinions’ that lack any sort of real authority or scientific credibility,” Brock Juarez, AHCA communications director, said in an email to news organizations.

Transgender medical treatment for children and teens is increasingly under attack in many states where it has been labeled a form of child abuse or subject to various bans. Critics point to the irreversible nature of many elements of gender transition treatment.

Many doctors and mental health specialists argue that medical treatment for transgender children is safe and beneficial and can improve their well-being, although rigorous long-term research on benefits and risks is lacking. Federal guidelines say gender-affirming care is crucial to the health and well-being of transgender and nonbinary children.

Last year, the American Medical Association issued a letter urging governors to block any legislation prohibiting the treatment, calling such action “a dangerous intrusion into the practice of medicine.”

Among criticisms in Florida’s ACHA report on gender dysphoria treatment, seen as a precursor to limiting Medicaid coverage in Florida of the procedures, are that studies on the benefits of the procedures are of “low quality.” That typically means they involve observational studies and not randomized controlled trials, which are considered the gold standard of medical research.

The review by the Yale-based academics says randomized trials can’t be conducted for all potential treatments or conditions, in part for ethical reasons, and that many medical recommendations have been based on observational studies. It cites as an example prescriptions for lowering cholesterol levels with statins, medicines that are given to millions of older Americans every year and are covered by Medicaid.

The Associated Press

BDS
Ben & Jerry's proposes to mediate Israel dispute with parent Unilever


FILE PHOTO: A Ben & Jerry's ice-cream delivery truck is seen at their factory in Be'er Tuvia, Israel

Thu, July 14, 2022 
By Jonathan Stempel

NEW YORK (Reuters) - Ben & Jerry's and its parent, consumer products company Unilever Plc, plan to seek mediation over the disputed sale of the ice cream maker's Israeli business to a local licensee.

In a letter dated Thursday, a lawyer for Ben & Jerry's said the companies wanted to "attempt to resolve their dispute through expedited formal mediation" instead of litigating, and would use "best efforts" to finish within two weeks.

The letter was filed just 20 minutes before a scheduled hearing on the matter in Manhattan federal court.

Lawyers for Ben & Jerry's and Unilever did not immediately respond to requests for comment.

Ben & Jerry's opposes selling its products in the occupied West Bank, saying it would undermine its brand and the "social integrity" built since Ben Cohen and Jerry Greenfield founded the company in a renovated Vermont gas station in 1978.

It sued on July 5 to block the sale of the Israeli business to the licensee Avi Zinger, saying Unilever had guaranteed Ben & Jerry's the right to protect its brand when buying the company in 2000.

Unilever countered that it was "fully empowered" to conduct the sale, which could not be undone because it has already closed.

It also said Ben & Jerry's could not show irreparable harm, and that prolonging the impasse risked exposing both companies to further "intense public criticism."

Most countries consider Israeli settlements in the occupied West Bank illegal.

Ben & Jerry's decision last July to end sales there and its ties with Zinger prompted some Jewish groups to accuse the company of anti-Semitism, and some investors to divest their Unilever stock.

Unilever has more than 400 brands including Dove soap, Hellmann's mayonnaise, Knorr soup and Vaseline skin lotion.

(Reporting by Jonathan Stempel in New York; Editing by Bill Berkrot)

CRIMINAL CAPITALI$M

EXPLAINER: Twitter, Musk and the Delaware Chancery Court


Thu, July 14, 2022 



DOVER, Del. (AP) — Twitter Inc.’s lawsuit to force billionaire Elon Musk to make good on his promise to buy the social media giant will be resolved in a small but powerful Delaware court that specializes in high-stakes business disputes.

Twitter has sued Musk in Delaware’s Court of Chancery in an effort to force him to complete a $44 billion takeover deal reached in April.

WHAT IS THE LAWSUIT ABOUT?

Musk, the world’s richest man, pledged to pay $54.20 a share for Twitter but now wants to back out of the agreement. He claims the company has failed to provide adequate information about the number of fake, or “spam bot,” Twitter accounts, and that it has breached its obligations under the deal by firing top managers and laying off a significant number of employees.

Twitter argues that Musk, CEO of electric car maker and solar energy company Tesla Inc., has operated in bad faith and is deliberately trying to tank the deal because market conditions have deteriorated and the acquisition no longer serves his interests. According to the lawsuit, the value of Musk’s shares in Tesla, which he was to draw upon to help finance the acquisition, has declined by more than $100 billion since November.

Either Musk or Twitter would be entitled to a $1 billion breakup fee if the other party is found responsible for the agreement failing. Twitter wants more, however, and is seeking a court order directing Musk to follow through with the deal.

WHEN DOES THE TRIAL START?

Twitter lawyers are asking the court to expedite the case. They have proposed a four-day trial starting Sept. 19.

WHAT IS THE COURT OF CHANCERY?

The Court of Chancery, established in 1792, traces its roots to the High Court of Chancery of Great Britain, which in turn evolved from an earlier institution in feudal England known as the King’s Chapel. The court, overseen by the lord chancellor as “keeper of the king’s conscience,” served as an alternative to the more rigid and inefficient common law courts. It held the power to offer remedies such as injunctions, estate administration, and, notably, “specific performance,” which can force a party to complete a transaction against its will.

The 230-year-old Court of Chancery typically handles civil cases where a plaintiff is seeking non-monetary damages. Such cases can include disputes over property boundaries and land purchases, guardianship appointments, and estates, trusts and wills.

More often than not, they involve business disputes pitting companies against disgruntled shareholders, or parties to failed mergers and acquisitions against one another.

HOW DOES THE COURT OF CHANCERY WORK TODAY?

The seven judges on the Delaware Court of Chancery exercise these powers today, making it a key venue for high-stakes business disputes. Delaware features a well-established and carefully nurtured body of corporate case law dating to 1899 and is the corporate home to more than 1 million business entities, including more than 60% of Fortune 500 companies. Many merger agreements, in fact, specify that any disputes will be heard by a Delaware Chancery Court judge.

“It’s not that they are necessarily more brilliant than judges in other states, they just have a lot of exposure to this stuff and are pretty sophisticated about it,” said Lawrence Hamermesh, executive director of the Institute for Law & Economics at the University of Pennsylvania.

HAS MUSK BEEN IN THIS COURT BEFORE?

Musk is no stranger to the Court of Chancery. Earlier this year, he emerged victorious in a shareholder lawsuit accusing him of a conflict of interest in Tesla’s 2016 acquisition of SolarCity, a struggling solar panel company in which Musk was the largest shareholder and also served as board chairman.

Hamermesh, a former professor of corporate and business law at Widener University Delaware Law School, noted that the specific performance sought by Twitter is a “pretty rare” remedy, and that it’s uncertain whether the court will force Musk to consummate the deal.

“There are a lot OF? instances where a judge could say, ‘Buyer, you’re in breach,’ but the remedy is a termination fee,” he said. “Given what I have seen so far, my gut instinct is that Twitter’s got the upper hand legally. Whether they’ll get the full specific performance or just the breakup fee is a little harder to say.”

HOW HAS THE COURT ACTED IN THE PAST?

If the court does force Musk to close the deal, it would not be without precedent.

In 2001, poultry giant Tyson Foods Inc. was ordered to complete its $3.2 billion acquisition of meatpacker IBP Inc. when a judge granted IBP’s claim for specific performance.

More recently, a Chancery judge last year ordered private equity firm Kohlberg & Co. to close its $550 million purchase of DecoPac Holdings Inc., which sells cake decorations and technology to supermarkets for in-store bakeries. Vice Chancellor Kathaleen St. Jude McCormick said Kohlberg had failed to demonstrate that a decline in DecoPac sales amid the coronavirus pandemic constituted a “material adverse effect” allowing the buyers to walk away. McCormick, who was sworn in as Chancellor, or head judge of the court, just one week after her ruling, described it as “a victory for deal certainty.”

On the flip side, Vice Chancellor J. Travis Laster declared in 2018 that a pharmaceutical company targeted for a merger had experienced such a decline in its financial condition that it amounted to a material adverse effect, allowing the proposed buyer to terminate the deal. The ruling marked the first time the court found the existence of a material adverse effect, or MAE, in a business transaction. It allowed German health care company Fresenius Kabi AG to walk away from its planned $4.3 billion acquisition of U.S. generic drugmaker Akorn Inc.

Randall Chase, The Associated Press

Elections Canada fines 14 candidates for violations during 2019 election

Thu, July 14, 2022 



OTTAWA — Elections Canada has issued 14 fines related to campaign fundraising and finances during the 2019 federal election.

Independent candidate Archie MacKinnon's official agent, Martin Pickup, was fined $500 for two separate violations, including accepting cash contributions over $20 and accepting a donation over the $1,600 maximum any individual can give to a candidate.

Pickup was also found to have deposited a $14,900 cheque from Elections Canada into a personal account instead of the campaign account.

A dozen people were fined between $300 and $500 for failing to submit financial returns detailing the expenses and financing of their campaigns on time, or at all.

Of those, three were candidates for the People's Party of Canada candidates, one for the Green party, one Independent and one for Canada's Fourth Front party.

The other six people fined were contestants in Liberal party nominations in their ridings.

Elections Canada requires that campaign returns be submitted within four months of polling day, or four months after the selection of a candidate in a nomination race.

The fines issued Thursday are in addition to 10 fines handed out in May, all dating back to the 2019 race.

This report by The Canadian Press was first published July 14, 2022.

The Canadian Press

NWSL will consider reproductive rights in expansion

Thu, July 14, 2022 

National Women's Soccer League Commissioner Jessica Berman said reproductive rights will be considered when the league looks at locations for possible expansion teams.

The league, which currently has 12 teams, is looking to add two more in 2024.

A U.S. Supreme Court ruling last month removed constitutional protections for abortion, which is likely to lead to abortion bans in roughly half the states. There are concerns some states could also move to limit some birth control options and procedures like in-vitro fertilization.

“It’s one of the things that we’re actually currently analyzing, which is looking even at our current markets to see where we have some differentiation between our values and what we stand behind relative to where we have teams located, and what are the solutions we can put in place that we feel comfortable we can commit to and execute on," she said. "Certainly in the context of expansion that would be part of the analysis.”

The NWSL’s board of governors met this week to look at the state of the league and discuss changes. Among the items discussed was the intention to expand the league to 14 teams.

The league has teams in Texas, where abortion is effectively banned, and in Kentucky, where a ban has been challenged in court. It also has a team in Florida, which has banned abortions after 15 weeks.

The board also committed to develop and improve league officiating, including the use of a video assisted referee, or VAR, for matches starting in 2023.

“Based on the data and everything that I’ve learned over the last two and a half months, it’s clear that instituting and implementing VAR is probably the single-most important thing that we could do to improve the consistency and the quality of the officiating," Berman said.

The NWSL is also discussing the league's schedule, which Berman called one of the NWSL's “pain points.” Because the league plays from spring to fall, many players miss games for tournaments including the World Cup — and teams are left without some of their biggest stars.

Anne M. Peterson, The Associated Press