“The Securities and Exchange Commission announced Wednesday that General Electric Co. … has agreed to pay a $200 million penalty to settle charges for misleading investors regarding the profitability and risks to some of its core business lines, the agency said.” reports Chris Matthews in MarketWatch’s Economy & Politics.

“The order found that the company misled investors in 2016 and 2017 about the source of profitability in its GE Power business, and failed to inform investors of risks relating to its portfolio of long-term health insurance liabilities between 2015 and 2017.”

“General Electric stock fell 75.7% from the beginning of 2016 through the end of 2018, according to FactSet.”

Read the article.

“Southern California Edison will pay over $1 billion to settle litigation over the 2017 Thomas and Koenigstein fires and subsequent mudslides that followed in the community of Montecito, the utility giant announced Wednesday,” reports Nathan Solis in Courthouse News Service.

“SCE did not acknowledge liability in the settlement, although its equipment sparked the massive wildfire.”

“The Thomas Fire burned nearly 282,000 acres across multiple counties in late 2017, killing two people and destroying over 1,000 structures. Heavy rain the following year on the fire scar led to a mudslide above the community of Montecito in Ventura County that killed 21 people when debris flowed over homes.”

Read the article.

“Magistrate Judge Joseph A. Dickson of the United States District Court for the District of New Jersey, has preliminarily approved a class action settlement reached between Defendants BASF Catalysts, LLC (“BASF”) and Cahill Gordon & Reindel LLP (“Cahill”) and Plaintiffs to resolve claims relating to prior Emtal Talc litigation by creating a non-reversionary fund of $72.5 million to pay up to 19,000 potential claimants and agreeing to pay fees and other expenses as described in the Settlement Agreement,” reported by the Emtal Talc Settlement Notice Agent in The Central Virginian.

“Emtal Talc was used in the manufacturing of industrial products … The settlement resolves a class action lawsuit in which Plaintiffs claim that from 1984 until 2009 Engelhard (BASF acquired Engelhard in 2006), its former national law firm Cahill, and employees of the two companies, made misstatements or concealed evidence about the existence of alleged asbestos in Emtal Talc and failed to disclose related information to plaintiffs, their lawyers, and courts in the Underlying Lawsuits.”

Read the article.

“Simon Property Group, Inc. (“Simon”) wants out of a deal to acquire its competitor, Taubman Centers, Inc. (“Taubman”), due to the COVID-19 pandemic,” reports Amy E. Lott and Lynsey J. Hyde in Gray Reed’s M&A Insights.

“Simon, the buyer, is an Indiana-based company that owns malls, outlets, and shopping centers. Its last 10-K filed with the Securities and Exchange Commission states that it had an interest in more than 200 properties in the United States. For example, in Texas, Simon owns The Galleria in Houston, Katy Mills, Grapevine Mills, Houston Premium Outlets in Cypress, and The Domain in Austin, among others.”

“Taubman, the seller, is a Michigan-based company that also owns malls, outlets, and shopping centers. Its portfolio includes shopping centers in the United States and Asia, including the Beverly Center in Los Angeles, the International Place Market in Waikiki, the Starfield Hanam in South Korea, and The Mall of San Juan in Puerto Rico.”

Read the article.

“The Tezos (XTZ) class-action lawsuit from law firm Block & Leviton will likely conclude in a $25-million settlement on August 27. Tezos, like many initial coin offerings (ICO) from 2017, has come under scrutiny from both investors and regulators alike alleging that its token sale constituted an illegal offering of securities,” reports Osato Avan-Nomayo in Coin Telegraph.

“Indeed, the U.S. Securities and Exchange Commission (SEC) has come down hard on numerous 2017-era ICOs demanding penalties for securities violation. Even distributions to non-U.S. citizens have also come under the SEC’s radar, as was the case with Telegram.”

“The SEC has consistently maintained that most ICOs are indeed unlicensed securities offerings despite pushback from stakeholders in the country to exempt a wider range of tokens from securities regulation. With more jurisdictions paying greater attention to crypto-based fundraising, the ICO model appears to be a thing of the past with more focus on regulated token sales.”

Read the article.

“Attorney General Maura Healey has reached a $380,000 settlement with a Canton-based building contractor accused of falsely claiming they had hired minority- and women-owned subcontractors as required on a $15 million dollar state project,” reports Paul Singer and Chris Burrell in WGBH’s local news.

“The company, ENE Systems, Inc. — a systems engineering firm that has worked on major building projects across the region — denies any wrongdoing, and said it tried to meet the hiring goals, but it agreed to pay $300,000, give up another $81,000 remaining on the contract and conduct an annual review of its own compliance with state requirements for hiring minorities and women. The settlement is the seventh “false claims” case brought by the AG’s office over the past decade against companies accused of failing to meet minority hiring commitments, and is the second largest. Six of these cases have been brought by a new false claims division created by Healey in 2015.”

“Earlier this year, an investigation by WGBH’s New England Center for Investigative Reporting showed that minority-owned businesses — black owned businesses in particular — receive only a tiny fraction of the billions of dollars state agencies spend each year on contractors, and their share of state contracts and discretionary agency spending has declined over the past 20 years.”

Read the article.

“A $143 million settlement between Columbia Gas and thousands of people affected by the company’s 2018 pipeline disaster in the Merrimack Valley received final approval from a state judge on Thursday,” reports Callum Borchers in Bostonmix.

“The resolution of a class action civil case comes two weeks after Columbia Gas agreed to plead guilty in a criminal proceeding, acknowledging it violated the federal Pipeline Safety Act. The plea deal included a $53 million fine and required Columbia’s parent company, NiSource, to sell its Massachusetts business. NiSource quickly found a buyer in Eversource.”

“Anyone who lived in Lawrence, Andover or North Andover at the time of widespread fires and explosions in September 2018 can apply for compensation. The deadline to file a claim has been extended to April 27.”

Read the article.

Read the article.

Jason Reeves and Helen Campbell of Zelle LLP offer some advice on commercial property insurance contracts in the firm’s Articles.

“Over the past decade, as commercial property insurance rates softened, so too have terms and conditions. In some instances, attempts to broaden coverage have also had the effect of diluting the clarity and consistency of manuscript forms. The role that underwriters’ contract wordings managers once played in tidying up such issues was weakened when the new imperative was to sign up to a policy wording as presented or risk not having an offered line taken up.” they write.

“The market is changing. As the property market continues to show signs of hardening,” he offers some fixes underwriters should consider.

Read the article.

Thompson & Knight attorneys helped Randa Accessories acquire Dallas-based Haggar Clothing Co. The deal officially closed May 31, 2019.

Randa, a privately-held company founded in 1910, produces belts, wallets, headwear, slippers, luggage, neckwear, jewelry, and other accessories under 50 brands, including Levi’s, Tommy Hilfiger, Columbia Sportswear, Dickies, and Kenneth Cole. Randa distributes its products globally through more than 20,000 stores and employs over 4,000 associates at 26 offices located in 10 countries.
Since its beginnings in a one-room office in Dallas in 1926, Haggar Clothing Co. has grown from a manufacturer of men’s fine dress pants and slacks into one of the most recognized apparel brands in the market.

Haggar also owns Montreal-based Tribal. Tribal was founded in 1971 and is the largest women’s sportswear supplier to the specialty boutique market in North America, with more than 2,400 active accounts.

Haggar has more than 80 branded brick-and-mortar retail locations, a dedicated direct-to-consumer ecommerce platform, and its products are sold in over 10,000 stores throughout North America. Haggar will remain in Dallas and will be managed by Haggar’s current leadership team.

Thompson & Knight said in a release that Randa is funding the acquisition through a combination of cash on hand and committed financing provided by Wells Fargo Bank, National Association and JPMorgan Chase Bank, N.A.

The Thompson & Knight deal team was led by Michael C. Titens and included senior counsel Sharon M. Fountain, partners Jeremiah M. Mayfield, Brandon L. Bloom, Jessica S. Morrison and associates Susan Fisher and Catharine A. Hansard.

Image by Mike Mozart

Barnes & Noble Inc. fired Chief Executive Officer Demos Parneros for violating company policies and said he’ll exit the post without severance, report multiple sources.

USA Today reports that the move  came on the advice of  Barnes & Noble’s law firm, Paul, Weiss, Rifkind, Wharton & Garrison.

“Parneros will not receive any severance payments after his departure and he is no longer a member of the company’s board of directors,” writes reporter David Pan. “He will not be replaced in the interim by an individual, but rather that his duties will be shared by several executives, including Chief Financial Officer Allen Lindstrom.”

Read the USA Today article.

The Washington Post is reporting that booming stock market and bulging equity awards propelled the median 2017 compensation for CEOs of the 100 largest companies to the highest figure in 11 years, according to a new analysis by executive compensation and governance research firm Equilar.

“While the median pay increase for CEOs was slightly lower than the year prior, at 5 percent instead of 6 percent, the median CEO pay package was valued at $15.7 million, the first time it notched above 2016’s previous high of $15 million,” writes Jena McGregor.

The highest-paid CEO in this year’s study is Broadcom’s Hock Tan, with a 2017 compensation package valued at $103.2 million. That figure includes a new stock grant valued at $98.3 million that will pay out over a period of several years only if Broadcom meets certain total shareholder return performance thresholds.

Read the Post article.

Image by Ra Boe / Wikipedia

Los Angeles Times columnist Michael Hiltzik sees warning signs for Amazon, Google and Facebook.

“Competitive advantage is not a permanent gift,” he writes. “Indeed, the more successful a company is, the more unassailable its competitive position appears, the greater the forces that gather to knock it off its perch.”

He continues: “It’s always tempting to think of the future as the same as today, only more so. That’s why we imagine a future in which Amazon is the only name in retail and Google and Facebook control everything we read, hear and feel. Things have never worked out that way no matter how majestic are the kings of commerce at any given moment. ”

Read the LA Times article.