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Good morning. Max Adams in for Phil Rosen today. At least one big firm has put a number on how much further stocks have to fall before they hit the bottom. The bad news is that the odds of a recession have doubled. The good news is that an end to this sell-off might be in sight.By the way, one of our editors, Hallam Bullock, stopped by <a href="https://www.insider.com/therefresh">The Refresh from Insider</a> to talk about inflation in Europe. <a href="https://share.spooler.fm/ZVvWpO/BOnvzp.html">Listen here.</a> Now let's get started. If this was forwarded to you, <a href="https://www.businessinsider.com/subscription/newsletter/10-things-opening-bell">sign up here</a>. Download Insider's app <a href="https://www.insider.com/app">here.</a><a href="https://markets.businessinsider.com/news/stocks/stock-bear-market-outlook-bottom-recession-crash-bubble-morgan-stanley-2022-6"></a>1. The S&amp;P 500 will fall another 10% before the sell-off bottoms out. The investment chief at Morgan Stanley Wealth Management said the odds of two consecutive quarters of negative growth doubled after the Fed's super-sized rate hike this month, and <a href="https://markets.businessinsider.com/news/stocks/stock-bear-market-outlook-bottom-recession-crash-bubble-morgan-stanley-2022-6">there's another 5%-10% lower to go for stocks</a>. That would be on top of the already 20% slide in the S&amp;P 500, which has put the market on track for the worst first half of the year since 1970. Morgan Stanley's Lisa Shalett said that <a href="https://markets.businessinsider.com/news/stocks/stock-bear-market-outlook-bottom-recession-crash-bubble-morgan-stanley-2022-6">stocks have further to fall</a> because investors still aren't pricing in the Fed's new hawkishness. There is hope, though, for a second half rally. According to analysts at Ned Davis Research, <a href="https://markets.businessinsider.com/news/stocks/stock-market-outlook-5-things-must-happen-second-half-recovery-2022-6">there are five things that need to line up</a> in order for stocks to come back in the latter part of this year. These include a pullback in inflation, avoiding a recession, and a favorable result for the market in the upcoming midterm elections — <a href="https://markets.businessinsider.com/news/stocks/stock-market-outlook-5-things-must-happen-second-half-recovery-2022-6">check out what else investors need to happen here</a>. "Extremely weak first halves are almost always followed by strong second halves," <a href="https://markets.businessinsider.com/news/stocks/stock-market-outlook-5-things-must-happen-second-half-recovery-2022-6">NDR's Ed Clissold said.</a> "Bear <keyword id="11893875" type="UNKNOWN" weightage="60" keywordseo="markets" source="Orion">markets</keyword> do not just end on their own. Macro factors turn in the market's favor."In other news:<a href="https://markets.businessinsider.com/news/commodities/oil-price-outlook-surge-g7-russia-cap-plans-energy-seb-2022-6"></a><div type="image" title="Siberia oil refinery" height="1099" width="2200" msid="92572108" hostid="261"></div>2. US stock futures fell early Thursday, after Fed Chair Jerome Powell's tough talk on inflation stoked recession fears. Meanwhile, bitcoin was also down and was last seen trading around the $19,000 level. <a href="https://markets.businessinsider.com/news/stocks/stock-market-today-dow-jones-us-recession-fed-inflation-powell-2022-6">Here are the latest market moves.</a>3. On the docket: Constellation Brands, Walgreens Boots Alliance, Micron Technology <a href="https://markets.businessinsider.com/earnings-calendar">all reporting.</a> Plus, look out for the unemployment insurance weekly claims report, expected from the US Department of Labor at 7:30 am ET. 4. Housing demand is softening in these cities. According to Zillow, some markets that were previously considered overvalued are cooling off. <a href="https://www.businessinsider.com/real-estate-investing-housing-market-price-cuts-bubble-crash-slowdown-022-6">Here are the eight housing markets that are beginning to see a slowdown.</a> 5. Oil is going to $200 a barrel, according to one analyst. That's because the G7's plan to cap the price of Russian crude is a "recipe for disaster." <a href="https://markets.businessinsider.com/news/commodities/oil-price-outlook-surge-g7-russia-cap-plans-energy-seb-2022-6">Read what SEB analyst Bjarne Schieldrop had to say about world leaders' latest idea to hurt Russia's oil trade.</a> 6. Nio stock fell on Wednesday after a short seller alleged "accounting games". Grizzly Bear Research said the Chinese EV maker and Tesla rival was running an "audacious scheme" to inflate its financials. <a href="https://markets.businessinsider.com/news/stocks/nio-stock-price-grizzly-research-electric-vehicle-battery-weineng-2022-6">Nio responded, saying the claims were without merit.</a> 7. Crypto hedge fund Three Arrows Capital has been ordered to liquidate by a British Virgin Islands court. As per The Wall Street Journal, Nichol Yeo, a partner at law firm Solitaire LLP, said Three Arrows Capital is seeking legal advice after creditors sued the crypto hedge fund for failure to repay debts. <a href="https://affiliate.insider.com?u=https%3A%2F%2Fwww.wsj.com%2Farticles%2Fcrypto-fund-three-arrows-ordered-to-liquidate-by-court-11656506404%3FAID%3D11557093%26PID%3D6415797%26SID%3Dundefined%257C1656584887138q97ktl1u%26subid%3DBusiness%2BInsider%26cjevent%3D5ef6cee2f85f11ec83936e040a18050f%26tier_1%3Daffiliate%26tier_2%3Dmoa%26tier_3%3DBusiness%2BInsider%26tier_4%3D3861930%26tier_5%3Dhttps%253A%252F%252Fwww.wsj.com%252Farticles%252Fcrypto-fund-three-arrows-ordered-to-liquidate-by-court-11656506404">Here's the latest.</a>8. The CEO of Binance.US told Insider what he thinks the TerraUSD debacle means for the wider crypto space. Brian Shroder lays out what he thinks comes next after the high-profile collapse — <a href="https://www.businessinsider.com/crypto-market-insights-systemic-risks-binance-us-ceo-interview-2022-6">and which two stablecoins he feels most confident about.</a> 9. The investment chief at a $1.1 billion firm says its time for investors to get aggressive. Nancy Tengler says the current bear market is a "once-in-a-generation entry point". <a href="https://www.businessinsider.com/investing-bear-market-stocks-to-buy-recession-inflation-volatility-opportunity-2022-6">See the list of 15 stocks she's buying right now.</a> 10. Should you buy a house right now? Take our quiz. The housing market has shifted in a big way, and amid uncertainty around mortgage rates and home prices, Insider has put together a quiz to help prospective home buyers decide whether now is the right time. <a href="https://www.businessinsider.com/should-i-buy-a-house-quiz-2021-10">Check it out here.</a>Keep up with the latest markets news throughout your day by checking out <a href="https://link.chtbl.com/therefresh">The Refresh from Insider</a>, a dynamic audio news brief from the Insider newsroom. <a href="https://link.chtbl.com/therefresh">Listen here.</a>Curated by Max Adams in New York. (Feedback or tips? Email <a href="mailto:madams@insider.com">madams@insider.com</a>)Edited by Hallam Bullock (<a href="https://twitter.com/hallam_bullock">@hallam_bullock</a>) in London.

Opening Bell: Another 10% lower to go for stocks

<ul class="summary-list"><li><keyword id="11893281" type="UNKNOWN" weightage="60" keywordseo="walmart" source="Orion">Walmart</keyword>, Exxon, and Citigroup each gave about $300,000 to politicians backing <keyword id="12012850" type="UNKNOWN" weightage="60" keywordseo="abortion-bans" source="Orion">abortion bans</keyword>.</li><li><keyword id="11923156" type="UNKNOWN" weightage="60" keywordseo="att" source="Orion">AT&amp;T</keyword> is the biggest corporate backer, giving politicians behind <keyword id="11901426" type="UNKNOWN" weightage="60" keywordseo="abortion" source="Orion">abortion</keyword> "<keyword id="13856180" type="UNKNOWN" weightage="60" keywordseo="trigger-laws" source="Orion">trigger laws</keyword>" more than $1 million.</li></ul>This story is part of an investigative series from Insider examining the demise of abortion rights in so-called "trigger law" states. It was originally published on May 12, 43 days before the Supreme Court ruled in Dobbs v. Jackson Women's Health Organization that abortion is no longer a constitutionally protected right. Read all the stories from "The First 13" <a href="https://www.businessinsider.com/trigger-laws-abortion-dobbins-jackson-supreme-court-first-13-2022-6">here</a>.The last time you filled up at Exxon, grabbed paper towels at Walmart, or paid your AT&amp;T bill, your dollars may have been used to fund an expected wave of state abortion bans.An Insider investigation found that contributions from dozens of well-known corporations or their affiliated PACs played a decisive role in bankrolling the lawmakers behind 13 state "trigger laws," written to take effect immediately if the landmark Roe v. Wade decision is overturned.The state legislators and governors responsible for these laws, passed between 2005 and 2022, are overwhelmingly Republican, and they relied heavily on Republican parties and political action committees for campaign contributions. But they were also backed by companies that are part of your daily life, such as AT&amp;T, Comcast Corp., CVS Caremark, Citigroup, Walmart, Anheuser-Busch, Exxon Mobil, and UPS, which each gave more than $190,000 to the effort — in some cases, far more.Some of these familiar brands have been endorsed by celebrities who are women's-rights advocates, including the feminist icons <a href="https://adage.com/creativity/work/serena-williams-wonder-woman-directv-stream-ad/2361186">Serena Williams</a> and <a href="https://www.womenshealthmag.com/life/a30551498/rosario-dawson-workout-diet-mental-health-interview/">Rosario Dawson</a>, who have each served as paid spokespeople for AT&amp;T. AT&amp;T gave more than $1 million to politicians behind the bills in all 13 trigger-law states.The singer John Legend, who teamed up with Walgreens on a campaign for COVID-19-vaccine <a href="https://www.businesswire.com/news/home/20210402005131/en/Walgreens-Teams-Up-with-John-Legend-to-Remind-Americans-This-Is-Our-Shot-to-Get-Back-to-What-Matters">awareness</a>, <a href="https://www.insider.com/john-legend-on-abortion-law-boycotts-money-talks-2019-6">once suggested</a> Hollywood should boycott Georgia, Louisiana, Alabama, and other states that pass restrictive abortion laws."I don't know if it definitely will work, but I know that money talks," <a href="https://www.youtube.com/watch?v=MwlTY-iao_8">Legend said</a> in 2019. Walgreens gave more than $96,000 to backers of the bills in seven states. Some of the companies are known as conservative political donors, such as the free-market-focused Koch Industries and its subsidiaries, whose owner <a href="https://www.npr.org/2018/03/14/593413198/koch-funded-group-focuses-on-lifetime-appointments-of-judges">bankrolled</a> the effort to pack the courts with conservatives, the tax-services and technology firm Ryan LLC, and Clay Cooley GMC Investments, whose principals have spoken out against abortion rights. Other companies' contribution decisions may have had nothing to do with abortion. But their contributions still played a significant role in sustaining the legislative sponsors of abortion trigger laws and the governors who signed them into law."I confidently — in large part — assume the intent wasn't to enable an extremist social agenda across many issues," said Jen Stark, the senior director of corporate strategy at the Tara Health Foundation, which funds reproductive and maternal health. "But at the same time, women and other communities have now become the collateral damage of companies not minding who they were propping up."Trigger laws have been enacted in Arkansas, Idaho, Kentucky, Louisiana, Mississippi, Missouri, North Dakota, Oklahoma, South Dakota, Tennessee, Texas, Utah, and Wyoming. The laws impose statewide abortion bans, with narrow exemptions, if the Supreme Court strikes down Roe v. Wade, which has been expected since <a href="https://www.politico.com/news/2022/05/02/supreme-court-abortion-draft-opinion-00029473">Politico published a leaked draft</a> of the conservative majority's opinion on the matter.Insider used FollowTheMoney.org data, based on state and federal election filings, to examine all political donations to 444 state lawmakers who sponsored or cosponsored the laws and the 13 governors who signed them. The analysis covered donations for the election cycle immediately before the passage of each law, as well as all subsequent cycles.The analysis found that corporate contributions to these politicians eclipsed those from anti-abortion organizations. The Texas Alliance for Life, Idaho Chooses Life, and other anti-abortion groups gave about $60,000 combined to those legislative sponsors and governors. More than 170 companies gave more than that.The telecom giant AT&amp;T donated nearly $1.2 million, the Insider analysis found — more than any other company. The Friedkin Group, a <a href="https://www.friedkin.com/">consortium</a> of companies that includes one of the largest independent Toyota distributors, was next, with contributions totaling more than $1.05 million. AT&amp;T and Pfizer were the only two companies that backed politicians behind trigger laws in all 13 states.<h2>Empowerment of women, an AT&amp;T 'core value'</h2>Many of the corporate contributions stand in sharp contrast to each company's public stance when it comes to gender equity and women's empowerment. Take AT&amp;T, which celebrated Women's Equality Day last year "to reflect on the many challenges women in our society still face to achieve equity." In its 2020 diversity, equity, and inclusion report, CEO John Stankey called "<a href="https://about.att.com/ecms/dam/pages/Diversity/Annual_Report/ATT-2020-DEI-Annual-Report.pdf">gender equity and the empowerment of women</a>" one of AT&amp;T's "core values."An AT&amp;T spokeswoman said the company was focused on broadband and workforce-related policies and that the company's PACs had contributed more to politicians "who voted to enact laws protecting abortion access in the event that Roe v. Wade is overturned by the Supreme Court" than to those who voted to restrict it.<keyword id="6372865" type="UNKNOWN" weightage="60" keywordseo="citi" source="Orion">Citi</keyword>group CEO Jane Fraser has touted the financial-services firm's efforts to achieve gender equity in the male-dominated industry, saying she's "very optimistic" about that goal. Following passage of Texas' ban on abortion after six weeks of pregnancy, the bank offered to cover travel costs for US employees who must travel out of state to receive an abortion. But Insider found that Citi had donated about $285,000 to state legislators who sponsored trigger laws in four states and to governors who signed them into law in five states. AT&amp;T, Citigroup, and other companies bear responsibility for the politicians they support, Michelle Kuppersmith, the executive director of Campaign for Accountability, said."When AT&amp;T gives money to a politician who then signs a trigger law, maybe AT&amp;T did not intend for that to happen, but that politician is only able to perpetuate their power because of AT&amp;T and other corporations' support," she told Insider.Other findings show contributions that appear to work against corporations' stated values or, in some cases, against their own business interests.<a href="https://www.businessinsider.com/companies-offering-employees-support-for-abortion-roe-v-wade-2022-5">Amazon</a> and <a href="https://www.businessinsider.com/microsoft-abortion-gender-affirmation-travel-costs-roe-v-wade-2022-5">Microsoft</a> have staked out leadership roles in responding to the expected reversal of Roe v. Wade, pledging publicly to assist employees with travel expenses so they can access abortions if needed. Yet each company shows up in Insider's analysis. Amazon and Microsoft have donated $205,900 and $95,500, respectively, to lawmakers behind state bans.Likewise, many top US law firms, including Norton Rose Fulbright, Adams and Reese, Locke Lord, Hunton Andrews Kurth, and Vinson &amp; Elkins LLP, have developed women's career-advancement initiatives and diversity programs — yet they or their associated political action committees were each among the companies that donated more than $100,000 to politicians behind trigger laws.Contributors in the healthcare and pharmaceutical industries, including hospitals, drug companies, pharmacies, and medical associations, contributed $14.6 million to politicians behind trigger laws that could lead to criminal penalties for abortion providers in most trigger-law states. Among those contributors are companies that have marketed birth control — Pfizer, which gave about $341,000, and Merck, which gave about $205,000 and spun off its contraceptive portfolio last year — that is often dispensed through clinics that offer abortions. Pfizer also markets Cytotec, a drug used in <a href="https://www.mayoclinic.org/tests-procedures/medical-abortion/about/pac-20394687#:~:text=Medical%20abortion%20can%20be%20done,day%20of%20your%20last%20period.">medication abortions</a>.Major corporate players in low-wage industries already struggling with recruitment and retention show up as influential donors in Insider's analysis. These companies may face significant new disruption and turnover as employees in trigger-law states grapple with unplanned pregnancies. Walmart, a major employer in trigger-law states, is also one of the largest contributors, donating nearly $315,000 to trigger-law backers. McDonald's and the fast-food corporation Yum Brands, which operates KFC, Pizza Hut, and Taco Bell, are dominant trigger-state employers that gave lesser amounts.<h2>'By no means a blanket endorsement'</h2>The findings raise questions about corporate responsibility as companies face increased scrutiny for their role in <keyword id="11893346" type="UNKNOWN" weightage="100" keywordseo="politics" source="Orion">politics</keyword>. After the January 6, 2021, attack on the US Capitol, major corporations <a href="https://www.cbsnews.com/news/january-6-capitol-anniversary-corporations-pledge/">halted</a> contributions to the 147 Republican lawmakers who voted to overturn the 2020 presidential election. More recently, Disney CEO Bob Chapek criticized state legislation restricting instruction on sexual orientation or gender identity in schools, and he announced the company would halt donations to state political campaigns there. The move provoked sharp backlash, with the Florida Legislature <a href="https://www.businessinsider.com/florida-desantis-signs-bill-stripping-disney-tax-district-2022-4">stripping</a> Disney of its special tax status in April.Half of US voters in a <a href="https://morningconsult.com/2022/05/04/brands-abortion-supreme-court-roe-v-wade/">Morning Consult and Politico</a> survey conducted after Politico broke the <keyword id="11893589" type="UNKNOWN" weightage="60" keywordseo="news" source="Orion">news</keyword> of the Supreme Court's plans to strike down Roe said companies should speak out on abortion access. Only one-third of those surveyed disagreed.<h2><div type="image" title="Texas abortion rights rally" height="5504" width="7338" msid="92443043" hostid="261" sizebytes="712246"></div></h2>Corporate America and law firms need to be "far more sophisticated," said Michele Goodwin, a professor at the University of California, Irvine, School of Law."They have to do a more thorough job of unpacking what the candidates they support are actually up to," Goodwin added. "They can't just say they're writing checks for a candidate based on a single issue." Publicists for the celebrities Williams, Dawson, and Legend did not respond to Insider's requests for comment.Very few companies responded. Those that did said they contributed to members of both political parties."Past political contributions are by no means a blanket endorsement of an individual's position on every issue, nor are they an indication of where we'll direct our future support," Mike DeAngelis, the executive director of corporate communications for CVS Health, said.Companies have long rationalized that giving to politicians in both political parties gives them more access, said Shelley Alpern, the director of corporate engagement at Rhia Ventures, an investor in reproductive-health companies. But the risks of corporate giving are increasing with the polarization of politics, she said, and the discernment and oversight these contributions require have not kept pace. In an effort to tweak the tax code, for example, companies end up contributing to politicians promoting an agenda that often conflicts with the company's organizational values, making them look like they're hypocrites, indifferent, or simply not paying attention, she said. "If you're going to spend the money on a really delicious pizza with all the meat toppings," she said, "you're getting all the cholesterol and heart attack that you paid for as well." <h2>'Sophisticated donors know'</h2>Since Politico published the leaked draft of the Supreme Court majority opinion, many politicians have released statements reaffirming their anti-abortion bona fides — including those responsible for state trigger laws."I have advocated for the reversal of Roe v. Wade all my political career," <a href="https://twitter.com/AsaHutchinson/status/1521310256474775552">Asa Hutchinson</a>, the governor of Arkansas who signed his state's trigger law in 2019, tweeted. "The leak from someone within the court is reprehensible and should lead to an investigation but I do hope the court returns authority to the states."Where lawmakers stand on abortion isn't typically a secret. In many cases, it's a central part of their brand and shouldn't be a surprise to their donors. In states with trigger laws, a Republican candidate or officeholder "who isn't 100% pro-life is the equivalent of a pro-life Democrat in the Northeast or West Coast," Nick Maddux, a vice president at Axiom Strategies who has consulted for GOP candidates across the country, said. "They don't exist or are being actively primaried," he wrote in an email. "Candidates and officeholders in those states are not hiding how pro-life they are. Sophisticated donors know exactly who they are supporting and what they stand for."Alpern, who works with investors to advocate for stronger corporate reproductive- and maternal-healthcare policies, agreed that it would be "disingenuous" for donors to feign ignorance on this issue."Do they know that they're giving to the most extreme sponsors of these bills?" she asked. "It certainly is easy information to find."Corrections: An earlier version of this story relied on an inaccurate list of trigger-law sponsors in Tennessee. The contribution totals have been updated to reflect the correct list of legislators. This article also included Merck in a list of pharmaceutical companies that market birth-control drugs. Merck spun off its contraceptive portfolio into a new company last year.

AT&T, Walmart, Citi, and other megacorporations bankrolled a wave of state abortion bans

<ul class="summary-list"><li>Household names <keyword id="11893281" type="UNKNOWN" weightage="60" keywordseo="walmart" source="Orion">Walmart</keyword>, Exxon, Citigroup each gave around $300,000 to politicians backing looming <keyword id="12012850" type="UNKNOWN" weightage="60" keywordseo="abortion-bans" source="Orion">abortion bans</keyword>.</li><li><keyword id="11923156" type="UNKNOWN" weightage="60" keywordseo="att" source="Orion">AT&amp;T</keyword> is the biggest corporate contributor, giving politicians behind <keyword id="11901426" type="UNKNOWN" weightage="60" keywordseo="abortion" source="Orion">abortion</keyword> "<keyword id="13856180" type="UNKNOWN" weightage="60" keywordseo="trigger-laws" source="Orion">trigger laws</keyword>" $1 million.</li></ul>The last time you filled up at Exxon, grabbed paper towels at Walmart, or paid your AT&amp;T bill, your dollars may have been used to fund a potentially imminent wave of state abortion bans.An Insider investigation found that contributions from dozens of well-known corporations or their affiliated PACs have played a decisive role in bankrolling the lawmakers behind 13 state "trigger laws," written to take effect as soon as the landmark Roe v. Wade decision is overturned.The state legislators and governors responsible for these laws, passed between 2005 and 2022, are overwhelmingly Republican, and they relied heavily on Republican parties and political action committees for campaign contributions. But they were also backed by companies that are part of your daily life, such as ATT, Comcast Corporation, CVS Caremark, Citigroup, Walmart, Anheuser-Busch, Exxon Mobil, and United Parcel Services, which each gave more than $150,000 to the effort – and in some cases, far more.<h4>Full coverage of Insider's investigation into the looming wave of abortion restrictions:</h4><h4>• <a href="https://www.businessinsider.com/trigger-law-states-failed-to-plan-for-end-of-roe-v-wade-2022-5">The 13 states with abortion-ban 'trigger laws' are completely unprepared to enforce them</a></h4><h4>• <a href="https://www.businessinsider.com/male-lawmakers-drove-trigger-law-abortion-bans-for-women-chart-2022-5">Behind a looming wave of state abortion bans, there are a lot of men</a></h4>Some of these familiar brands have been endorsed by pro-choice celebrities, including feminist icons <a href="https://adage.com/creativity/work/serena-williams-wonder-woman-directv-stream-ad/2361186">Serena Williams</a> and <a href="https://www.womenshealthmag.com/life/a30551498/rosario-dawson-workout-diet-mental-health-interview/">Rosario Dawson</a>, who have each served as paid spokeswomen for AT&amp;T. AT&amp;T gave more than $1 million to politicians behind the bills in all 13 trigger law states.Singer John Legend, who teamed up with Walgreens on a COVID <a href="https://www.businesswire.com/news/home/20210402005131/en/Walgreens-Teams-Up-with-John-Legend-to-Remind-Americans-This-Is-Our-Shot-to-Get-Back-to-What-Matters">vaccine awareness</a> campaign, <a href="https://www.insider.com/john-legend-on-abortion-law-boycotts-money-talks-2019-6">once suggested</a> Hollywood should boycott Georgia, Louisiana, Alabama, and other states that pass restrictive abortion laws. "I don't know if it definitely will work, but I know that money talks," <a href="https://www.youtube.com/watch?v=MwlTY-iao_8">Legend said</a> in 2019. Walgreens gave more than $76,000 to backers of the bills in seven states. Some of the companies are known as conservative political donors, such as the free-market focused Koch Industries and subsidiaries, whose owners have <a href="https://www.npr.org/2018/03/14/593413198/koch-funded-group-focuses-on-lifetime-appointments-of-judges">bankrolled</a> the effort to pack the courts with conservatives, and the tax services and technology firm Ryan LLC, and Clay Cooley GMC Investments, whose principals have spoken out against abortion rights. Other companies' contribution decisions may have had nothing to do with abortion. But their contributions still played a significant role in sustaining the legislative sponsors of abortion trigger laws and the governors who signed them into law. "I confidently — in large part — assume the intent wasn't to enable an extremist social agenda across many issues," said Jen Stark, senior director of corporate strategy at the Tara Health Foundation, which funds reproductive and maternal health. "But at the same time, women and other communities have now become the collateral damage of companies not minding who they were propping up."Trigger laws have been enacted in Arkansas, Idaho, Kentucky, Louisiana, Mississippi, Missouri, North Dakota, Oklahoma, South Dakota, Tennessee, Texas, Utah, and Wyoming. The laws impose statewide abortion bans, with narrow exemptions, if the Supreme Court strikes down Roe v. Wade as expected since <a href="https://www.politico.com/news/2022/05/02/supreme-court-abortion-draft-opinion-00029473">Politico published a leaked draft </a>of the conservative majority's opinion.Insider used Followthemoney.org data, based on state and federal election filings, to examine all political donations to 380 state lawmakers who sponsored or cosponsored the laws and the 13 governors who signed them. The analysis covered donations for the election cycle immediately prior to the passage of each law, as well as all subsequent cycles.The analysis found that corporate contributions to these politicians eclipse those from anti-abortion organizations. The Texas Alliance for Life, Idaho Chooses Life, and other anti-abortion groups gave nearly $56,000, combined, to those legislative sponsors and governors. More than 160 companies gave more than that.The Friedkin Group, a<a href="https://www.friedkin.com/"> consortium</a> of companies that includes one of the world's largest independent Toyota distributors, donated more than $1.05 million — more than any other company. The largest public corporation, AT&amp;T, donated nearly $1.02 million, the Insider analysis found.AT&amp;T and Pfizer were the only two companies that backed politicians behind trigger laws in all 13 states.<h2>Empowerment of women, an AT&amp;T "core value"</h2>Many of the corporate contributions stand in sharp contrast to each company's public stance when it comes to gender equity and women's empowerment. Take AT&amp;T, which celebrated Women's Equality Day last year "to reflect on the many challenges women in our society still face to achieve equity." In its 2020 Diversity, Equality and Inclusion Report, CEO John Stankey called "<a href="https://about.att.com/ecms/dam/pages/Diversity/Annual_Report/ATT-2020-DEI-Annual-Report.pdf">gender equity and the empowerment of women</a>" one of AT&amp;T's "core values." An AT&amp;T spokeswoman said the company is focused on broadband and workforce-related policies, and the company's PACs have contributed more to politicians "who voted to enact laws protecting abortion access in the event that Roe v. Wade is overturned by the Supreme Court," than to those who vote to restrict it.<keyword id="6372865" type="UNKNOWN" weightage="60" keywordseo="citi" source="Orion">Citi</keyword>group CEO Jane Fraser has touted the financial services firm's efforts to achieve gender equality in the male-dominated industry, saying she's "very optimistic" about that goal. Following passage of Texas' six-week abortion ban, the bank offered to cover travel costs for US employees who must travel out of state to receive an abortion. But Insider found that Citi has also donated some $285,200 to state legislators who sponsored trigger laws in four states, and to governors who signed them into law in five states. AT&amp;T, Citigroup, and other companies still bear responsibility for the politicians they support, said Michelle Kuppersmith, executive director of Campaign for Accountability."When AT&amp;T gives money to a politician who then signs a trigger law, maybe AT&amp;T did not intend for that to happen, but that politician is only able to perpetuate their power because of AT&amp;T and other corporations' support," she told Insider.Other findings reveal contributions that appear to work against corporations' stated values or, in some cases, against their own business interests.<a href="https://www.businessinsider.com/companies-offering-employees-support-for-abortion-roe-v-wade-2022-5">Amazon</a> and <a href="https://www.businessinsider.com/microsoft-abortion-gender-affirmation-travel-costs-roe-v-wade-2022-5">Microsoft</a> have staked out leadership roles in responding to a potential reversal of Roe v. Wade, pledging publicly to assist employees with travel expenses to access abortions if needed. Yet each company shows up in Insider's analysis. They have donated $52,900 and $92,500, respectively, to lawmakers behind state bans.Likewise, many top US law firms including Norton Rose Fulbright, Adams &amp; Reese, Locke Lord, Hunton Andrews Kurth, and Vinson &amp; Elkins LLP, have developed women's career advancement initiatives and diversity programs — yet they or their associated political action committees were each among the companies that donated more than $100,000 to politicians behind trigger laws.Contributors in the healthcare and pharmaceutical industries, including hospitals, drug companies, pharmacies, and medical associations, contributed $12.4 million to politicians behind trigger laws that could lead to criminal penalties for abortion providers in most trigger law states. Among those contributors are companies that market birth control – Pfizer, which gave $281,000, and Merck, which gave $165,000 — that is often dispensed through clinics that offer abortions. Pfizer also markets Cytotec, a medication used in <a href="https://www.mayoclinic.org/tests-procedures/medical-abortion/about/pac-20394687#:~:text=Medical%20abortion%20can%20be%20done,day%20of%20your%20last%20period.">medication abortions</a>.Major corporate players in low-wage industries already struggling with recruitment and retention show up as influential donors in Insider's analysis. These companies may face significant new disruption and turnover as employees in trigger law states grapple with unplanned pregnancies. Walmart, a top employer in each of the trigger law states, according to data provided exclusively to Insider from the Data Axle data marketing company, is also one of the largest contributors, donating nearly $292,000 to trigger law backers. McDonald's and the fast food corporation Yum! Brands, which operates KFC, Pizza Hut, and Taco Bell, are other dominant trigger state employers that gave lesser amounts.<h2>'By no means a blanket endorsement'</h2>The findings raise questions about corporate responsibility as companies face increased scrutiny for their role in <keyword id="11893346" type="UNKNOWN" weightage="100" keywordseo="politics" source="Orion">politics</keyword>. After the January 6, 2021, attack on the US Capitol, major corporations <a href="https://www.cbsnews.com/news/january-6-capitol-anniversary-corporations-pledge/">halted</a> contributions to the 147 Republican lawmakers who voted to overturn the 2020 presidential election. More recently, Disney CEO Bob Chapek criticized state legislation restricting instruction on sexual orientation or gender identity in schools and he announced the company would halt donations to state political campaigns there. The move provoked sharp backlash, with the state legislature <a href="https://www.businessinsider.com/florida-desantis-signs-bill-stripping-disney-tax-district-2022-4">stripping</a> Disney of its special tax status in April.Half of US voters in a <a href="https://morningconsult.com/2022/05/04/brands-abortion-supreme-court-roe-v-wade/">Morning Consult and Politico</a> survey conducted after Politico broke the <keyword id="11893589" type="UNKNOWN" weightage="60" keywordseo="news" source="Orion">news</keyword> of the Supreme Court's plans to strike down Roe said companies should speak out on abortion access. Only a third of those surveyed disagreed.<h2><div type="image" title="Texas abortion rights rally" height="5504" width="7338" msid="91526809" hostid="261"></div></h2>Corporate America and law firms need to be "far more sophisticated," said Michele Goodwin, a professor at the University of California, Irvine, school of law. "They have to do a more thorough job of unpacking what the candidates they support are actually up to. They can't just say they're writing checks for a candidate based on a single issue." Publicists for Serena Williams, Rosario Dawson and John Legend did not respond to Insider's requests for comment.Very few companies responded, either. Those that did said they contribute to members of both political parties."Past political contributions are by no means a blanket endorsement of an individual's position on every issue, nor are they an indication of where we'll direct our future support," said Mike DeAngelis, executive director of corporate communications for CVS Health.Companies have long rationalized that giving to politicians in both political parties gives them more access, said Shelley Alpern, director of corporate engagement at Rhia Ventures, an investor in reproductive health companies. But the risks of corporate giving are increasing with the polarization of politics, she said, and the discernment and oversight these contributions require has not kept pace. In an effort to tweak the tax code, for example, companies end up contributing to politicians promoting an agenda that often conflicts with the company's organizational values, making them look like they're hypocrites, indifferent, or simply not paying attention, she said. "If you're going to spend the money on a really delicious pizza with all the meat toppings," she said, "you're getting all the cholesterol and heart attack that you paid for as well." <h2>'Sophisticated donors know'</h2>Since Politico published the leaked draft of the Supreme Court majority opinion, many politicians have released statements reaffirming their anti-abortion bona fides — including those responsible for state trigger laws."I have advocated for the reversal of Roe v. Wade all my political career," <a href="https://twitter.com/AsaHutchinson/status/1521310256474775552">tweeted Asa Hutchinson</a>, governor of Arkansas, who signed his state's trigger law in 2019. "The leak from someone within the court is reprehensible and should lead to an investigation but I do hope the court returns authority to the states."Where lawmakers stand on abortion isn't typically a secret. In many cases it's a central part of their brand, and shouldn't be a surprise to their donors. In states with trigger laws, a Republican candidate or officeholder "who isn't 100% pro-life is the equivalent of a pro-life Democrat in the northeast or west coast," said Nick Maddux, a vice president at Axiom Strategies, who has consulted for GOP candidates across the country. "They don't exist or are being actively primaried," he wrote in an email. "Candidates and officeholders in those states are not hiding how pro-life they are. Sophisticated donors know exactly who they are supporting and what they stand for."Alpern, who works with investors to advocate for stronger corporate reproductive and maternal healthcare policies, agreed that it would be "disingenuous" for donors to feign ignorance on this issue."Do they know that they're giving to the most extreme sponsors of these bills?" she asked. "It certainly is easy information to find."

AT&T, Walmart, Citi and other mega-corporations bankrolled a likely wave of state abortion bans

<div class="KonaFilter image-container display-table float_right"><div><div class="image"><a href="http://www.flickr.com/photos/austinfoodbank/6967265980/sizes/c/in/photolist-bBF4rw-bQzMDV-bBF6eW-bQzKSn-bBF8mY-8GVh3M-eejEaY-eejCN5-eedVF8-eejEmE-eejDFf-eedWfc-bjBnr2-cdJxuy-ci9X8j-ci9X1Q-8nbTmi-cV8GxY/">flickr/austinfoodbank</a></div></div></div>Tyson Foods and Hillshire Brands have made it official.
Tyson Foods will acquire Hillshire Brands in an all-cash deal worth $8.55 billion, or $63 per share of Hillshire. The deal is expected to close in September. 
This agreement comes after Tyson and chicken-producing rival <a href="http://www.businessinsider.com/pilgrims-pride-offers-to-buy-hillshire-2014-5">Pilgrim's Pride</a> got in a <a href="http://www.businessinsider.com/tyson-offers-50-per-share-for-hillshire-2014-5">bidding war</a> over Hillshire that started in late May.
The finalized agreement between Tyson and Hillshire also comes after earlier this week, <a href="http://www.hillshirebrands.com/NewsAndMedia/2014News/June/HILLSHIRE-BRANDS-CONFIRMS-RECEIPT-OF-TERMINATION-NOTICE-FROM-PINNACLE-FOODS.aspx">Hillshire announced</a> that Pinnacle Foods terminated the previously announced merger agreement between those two companies.
Here's the full release from Tyson:
SPRINGDALE, Ark. and CHICAGO, July 2, 2014 (GLOBE NEWSWIRE) -- Tyson Foods, Inc. (NYSE:TSN) and The Hillshire Brands Company (NYSE:HSH) today announced that they have entered into a definitive agreement under which Tyson Foods will acquire all outstanding shares of Hillshire Brands for $63 per share. The all-cash transaction is valued at approximately $8.55 billion, including Hillshire Brands' outstanding net debt. In addition, Tyson Foods will be making, on behalf of Hillshire Brands, a payment of the $163 million termination fee associated with the termination of Hillshire Brands' merger agreement with Pinnacle Foods Inc. (NYSE:PF). The board of directors of Hillshire Brands has accepted the notice of termination received from Pinnacle Foods and the previously announced transaction has been terminated.
"By investing in Hillshire Brands and its collection of leading brands, we have a unique opportunity to transform an important segment of our business, and position Tyson Foods to meet American consumers' growing demand for protein at breakfast and throughout the day," said Donnie Smith, president and chief executive officer of Tyson Foods. "We operate in a competitive and complex marketplace that demands bold steps to remain an industry leader. I am confident that together Tyson Foods and Hillshire Brands have the right products and the right people to create years of enhanced shareholder value and ensure more choices for our customers and consumers."
The combination of Tyson Foods and Hillshire Brands will reposition Tyson as a clear leader in the retail sale of prepared foods, with a complementary portfolio of well-recognized brands, including Tyson®, Wright®, Jimmy Dean®, Ball Park®, State Fair® and Hillshire Farm®. In particular, the strength of Hillshire Brands' products in the breakfast category will allow Tyson Foods to capture opportunities in this attractive and fast-growing day part.
Sean Connolly, president and chief executive officer of Hillshire Brands, said, "After thoughtful consideration, our board of directors concluded that a combination with Tyson Foods represents a unique opportunity to provide shareholders with significant and immediate value while also positioning our business for continued success. Importantly, this is a testament to the tremendous value our talented team of employees has created over the past few years by strengthening our brands in the eyes of consumers. I am confident that we have found an excellent partner in Tyson. We firmly believe that our combined global platform will be extremely well positioned to capitalize on the substantial growth opportunities in this market in the years ahead."
Smith added, "We are confident that the two companies can learn a great deal from each other, and we recognize that Hillshire Brands' value comes from its people, brands and processes. As we begin planning how to bring these companies together, we intend to proceed in a thoughtful manner that honors the strengths embedded in both cultures that have made each of them successful."
The transaction has been unanimously approved by the boards of directors of both companies and is anticipated to close by September 27, 2014, the last day of Tyson Foods' fiscal year. Pursuant to the definitive agreement, a subsidiary of Tyson Foods will commence a tender offer for 100% of the outstanding shares of Hillshire Brands common stock for $63 per share in cash. The tender offer is required to be commenced within 10 business days and to remain open for at least 20 business days after launch. Following successful completion of the tender offer, any shares not acquired in the tender offer will be acquired in a second-step merger at the same $63 per share cash price. Closing of the tender offer is conditioned upon customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and there being validly tendered and not withdrawn a number of shares of Hillshire common stock equal to at least two-thirds of the total outstanding shares of Hillshire common stock. The offer is not subject to any financing condition.
Morgan Stanley and JP Morgan are acting as financial advisors to Tyson Foods, and Davis Polk &amp; Wardwell LLP is acting as its legal counsel. Centerview Partners and Goldman, Sachs &amp; Co. are acting as financial advisors to Hillshire Brands, and Skadden, Arps, Slate, Meagher &amp; Flom LLP is acting as its legal advisor.

Tyson And Hillshire Make It Official

<div class="KonaFilter image-container display-table float_right"><div><div class="image on-image"><a href="http://upload.wikimedia.org/wikipedia/commons/0/0e/CabelasWheelingWVStatue.jpg">Wikimedia Commons</a></div></div></div>The wilderness-themed store Bass Pro Shops is acquiring Cabela's for $65.50 per share, or about $5.5 billion.The hunting and camping retailers are expected to cloes the deal in the first half of 2017.More to come...Here's the press release:SPRINGFIELD, Mo. &amp; SIDNEY, Neb.--(<a href="http://www.businesswire.com/" rel="nofollow">BUSINESS WIRE</a>)--Bass Pro Shops and Cabela's Incorporated (NYSE:CAB), two iconic American outdoor companies with similar humble origins, and with a shared goal to better serve those who love the outdoors, today announced that they have entered into a definitive agreement under which Bass Pro Shops will acquire Cabela's for $65.50 per share in cash, representing an aggregate transaction value of approximately $5.5 billion.In addition, upon closing Bass Pro Shops will commence a multi-year partnership agreement with Capital One, National Association, a wholly-owned national banking subsidiary of Capital One Financial Corporation (NYSE: COF), under which Capital One will originate and service the Cabela's CLUB, Cabela's co-branded credit card, and Bass Pro Shops will maintain a seamless integration between the credit card program and the combined companies' retail operations and deep customer relationships. All Cabela's CLUB points and Bass Pro Shops Outdoor Rewards points will be unaffected by the transactions and customers can continue to use their credit cards as they were prior to the transaction. Capital One intends to continue to operate the Cabela's CLUB servicing center in Lincoln, Nebraska.A driving force behind this agreement is the highly complementary business philosophies, product offerings, expertise and geographic footprints of the two businesses. The essence of both Bass Pro Shops and Cabela's is a deep passion to serve outdoor enthusiasts and support conservation. The combination brings together three of the nation's premier sporting brands: Cabela's, a leader in hunting; Bass Pro Shops, a leader in fishing; and White River Marine Group, a worldwide leader in boating, which is part of Bass Pro Shops.Bass Pro Shops, Cabela's and White River Marine Group represent the best of American entrepreneurship, innovation and devotion to customers. The combined companies will strive to provide a remarkably enhanced experience for customers, increased opportunities for team members and greater support for conservation activities.CABELA'SFounded in 1961 by Dick, Mary and Jim Cabela, Cabela's is a highly respected marketer of hunting, fishing, camping, shooting sports and related outdoor merchandise. Today, Cabela's has over 19,000 "outfitters" operating 85 specialty retail stores, primarily in the western U.S. and Canada. Cabela's stores, catalog business and e-commerce operations will blend seamlessly with Bass Pro Shops and White River Marine Group. Over the past 55 years Cabela's has built a passionate and loyal base of millions of enthusiasts who shop both at its retail stores and online.BASS PRO SHOPSBass Pro Shops, founded in 1972 by avid young angler Johnny Morris, is a leading national retailer of outdoor gear and apparel, with 99 stores and Tracker Marine Centers located primarily in the eastern part of the U.S. and Canada. Morris started the business with eight square feet of space in the back of his father's liquor store in Springfield, Mo., the company's sole location for the first 13 years of business. Johnny's passion for the outdoors and his feel for the products and shopping experiences desired by outdoor enthusiasts helped transform the industry. Bass Pro Shops, which employs approximately 20,000 team members, has been named by Forbes as one of "America's Best Employers." The company also operates Big Cedar Lodge, America's Premier Wilderness Resort, welcoming more than one million guests annually to Missouri's Ozark Mountains.WHITE RIVER MARINE GROUPIn 1978, Morris revolutionized the marine industry when he introduced the world's first professionally rigged and nationally marketed boat, motor and trailer packages. Tracker quickly became and has remained the number one selling fishing boat brand in America for the last 37 years running. White River Marine Group offers an unsurpassed collection of industry-leading brands including Tracker Boats, Sun Tracker, Nitro, Tahoe, Regency, Mako, Ranger, Triton and Stratos.MANAGEMENT COMMENTARY"Today's announcement marks an exceptional opportunity to bring together three special companies with an abiding love for the outdoors and a passion for serving sportsmen and sportswomen," said Johnny Morris, founder and CEO of Bass Pro Shops. "The story of each of these companies could only have happened in America, made possible by our uniquely American free enterprise system. We have enormous admiration for Cabela's, its founders and outfitters, and its loyal base of customers. We look forward to continuing to celebrate and grow the Cabela's brand alongside Bass Pro Shops and White River as one unified outdoor family.""Cabela's is pleased to have found the ideal partner in Bass Pro Shops," said Tommy Millner, Cabela's Chief Executive Officer. "Having undertaken a thorough strategic review, during which we assessed a wide variety of options to maximize value, the Board unanimously concluded that this combination with Bass Pro Shops is the best path forward for Cabela's, its shareholders, outfitters and customers. In addition to providing significant immediate value to our shareholders, this partnership provides a unique platform from which our brand will be extremely well positioned to continue to serve outdoor enthusiasts worldwide for generations to come.""This opportunity would not be possible without the contributions of the many wonderful Cabela's, Bass Pro Shops and White River team members," Morris said. "All three companies are blessed to have been built by the extraordinary efforts of many tremendously talented, dedicated people throughout our respective histories, and we're thrilled to consider what the combined team can achieve going forward."Following the closing of the transaction, Bass Pro Shops intends to celebrate and grow the Cabela's brand and will build on qualities that respective customers love most about Cabela's and Bass Pro Shops. In addition, Bass Pro Shops recognizes the strength of Cabela's CLUB Loyalty program and intends to honor Cabela's customer rewards and sees potential over time to expand the program in the combined company.Bass Pro Shops appreciates and understands the deep ties between Cabela's and the community of Sidney, Nebraska. Dick, Mary and Jim Cabela founded their company in Sidney in 1961, and the company has flourished with its base of operations there ever since. Bass Pro Shops intends to continue to maintain important bases of operations in Sidney and Lincoln and hopes to continue the very favorable connections to those communities and the Cabela's team members residing there.Bass Pro Shops Founder and CEO Johnny Morris will continue as CEO and majority shareholder of the new entity, which will remain a private company with a continuing long-term view of supporting the industry and conservation. Morris earned a reputation as a leading retailer and conservationist. In 2008, the National Retail Federation named him as Retail Innovator of the Year. In 2015, the same organization named him as one of 25 People Shaping the Future of Retail in America. In 2012, The Association of Fish and Wildlife Agencies named Morris Citizen Conservationist of the Year."Conservation is at the heart and soul of Bass Pro Shops. Bass Pro Shops and Cabela's share a steadfast belief that the future of our industry, and the outdoor sports we all love, depends - more than anything else - on how we manage our natural resources," said Morris. "By combining our efforts, we can have a profound positive impact on the conservation challenges of our day and help foster the next generation of outdoor enthusiasts."PREFERRED FINANCINGBass Pro Shops is proud to have secured preferred equity financing from the Merchant Banking Division of Goldman Sachs and Pamplona to facilitate the transaction. Goldman Sachs has committed $1.8 billion and Pamplona has committed $600 million for a total preferred financing commitment of $2.4 billion.The Merchant Banking Division of Goldman Sachs is one of the leading private equity investors in the world, focusing on assisting large, high-quality companies with best-in-class management teams to achieve their growth objectives. The division brings significant experience and a strong track record of success in supporting industry-leading founder-led businesses. Pamplona Capital Management is a New York and London based specialist investment manager established in 2005. Pamplona is currently managing its fourth private equity fund, Pamplona Capital Partners IV, LP, which was raised in 2014. Pamplona invests long-term capital across the capital structure of its portfolio companies in both public and private market situations.TRANSACTION DETAILSThe transaction provides Cabela's shareholders with a premium of 19.2% to Cabela's closing share price on Sep. 30, 2016, the day prior to announcement of the transaction, 39.7% to the closing share price on Dec. 1, 2015, the day before Cabela's announced its exploration of strategic alternatives and 57.1% to the 90-day volume weighted trading average prior to Dec. 1, 2015. Immediately prior to closing, Capital One will acquire certain assets and assume certain liabilities of Cabela's World's Foremost Bank. The cash proceeds from this transaction will remain with Cabela's until it is acquired by Bass Pro Shops.The transaction agreements were unanimously approved by Cabela's Board of Directors following a comprehensive review of strategic and financial alternatives.The transaction, which is expected to close in the first half of 2017, will be completed through a cash merger and is subject to approval by Cabela's shareholders, as well as regulatory approvals and other customary closing conditions.J.P. Morgan served as exclusive financial advisor to Bass Pro Shops and Latham &amp; Watkins served as Bass Pro Shops' legal counsel, with expert assistance from O'Melveny &amp; Myers. Goldman, Sachs &amp; Co. served as financial advisor to The Merchant Banking Division of Goldman Sachs and Davis Polk &amp; Wardwell LLP served as legal advisor. Goldman, Sachs &amp; Co. also served as advisor to Bass Pro Shops on the bank transaction, and Morrison &amp; Foerster served as legal counsel. BofA Merrill Lynch, Wells Fargo Securities LLC, Citigroup Global Markets Inc., RBC Capital Markets, UBS Securities LLC, and Goldman Sachs are providing debt financing to support the transaction.Guggenheim Securities served as exclusive financial advisor to Cabela's and Sidley Austin LLP and Koley Jessen P.C., L.L.O. served as Cabela's legal counsel.The Kessler Group and Credit Suisse acted as financial advisers to Capital One and Wachtell, Lipton, Rosen &amp; Katz and Chapman and Cutler acted as legal advisers. <div class="margin-top"> <h3>NOW WATCH: <a href="http://www.businessinsider.com/joseph-stiglitz-trump-wrong-about-economy-2016-9">STIGLITZ: There are so many ways that Trump is wrong about the economy</a></h3> <div> <div> <div class="ooyala-video-player" data-video-autoplay="false" data-video-id="hpbG52NTE64NRwftkqFKdZEPdhBMQ4b8" data-player-variable="ooyalapopvideo" id="ooyalaplayer_popvideo" style="width:1280px;height:720px"></div> </div> </div> </div>

The hunting and fishing company Bass Pro Shops is buying Cabela's for $5.5 billion

Here’s how the advertising and marketing industry reacted to Union Budget 2021

<div class="KonaFilter image-container display-table float_right"><div><div class="image">TechCrunch DisruptFacebook CEO Mark Zuckerberg</div></div></div>Facebook announced today it will buy messaging app WhatsApp for $19 billion in cash and stock.
Here's Facebook's announcement explaining why it made the deal:
Facebook today announced that it has reached a definitive agreement to acquire WhatsApp, a rapidly growing cross-platform mobile messaging company, for a total of approximately $16 billion, including $4 billion in cash and approximately $12 billion worth of Facebook shares. The agreement also provides for an additional $3 billion in restricted stock units to be granted to WhatsApp's founders and employees that will vest over four years subsequent to closing. WhatsApp has built a leading and rapidly growing real-time mobile messaging service, with:
<ul style="padding-left: 30px;">
<li style="padding-left: 30px;">Over 450 million people using the service each month;</li>
<li style="padding-left: 30px;">70% of those people active on a given day;</li>
<li style="padding-left: 30px;">Messaging volume approaching the entire global telecom SMS volume; and</li>
<li style="padding-left: 30px;">Continued strong growth, currently adding more than 1 million new registered users per day.</li>
</ul>
The acquisition supports Facebook and WhatsApp's shared mission to bring more connectivity and utility to the world by delivering core internet services efficiently and affordably. The combination will help accelerate growth and user engagement across both companies. "WhatsApp is on a path to connect 1 billion people. The services that reach that milestone are all incredibly valuable," said Mark Zuckerberg, Facebook founder and CEO. "I've known Jan for a long time and I'm excited to partner with him and his team to make the world more open and connected." Jan Koum, WhatsApp co-founder and CEO, said, "WhatsApp's extremely high user engagement and rapid growth are driven by the simple, powerful and instantaneous messaging capabilities we provide. We're excited and honored to partner with Mark and Facebook as we continue to bring our product to more people around the world." Facebook fosters an environment where independent-minded entrepreneurs can build companies, set their own direction and focus on growth while also benefiting from Facebook's expertise, resources and scale. This approach is working well with Instagram, and WhatsApp will operate in this manner. WhatsApp's brand will be maintained; its headquarters will remain in Mountain View, CA; Jan Koum will join Facebook's Board of Directors; and WhatsApp's core messaging product and Facebook's existing Messenger app will continue to operate as standalone applications. Upon closing of the deal, all outstanding shares of WhatsApp capital stock and options to purchase WhatsApp capital stock will be cancelled in exchange for $4 billion in cash and 183,865,778 shares of Facebook Class A common stock (worth $12 billion based on the average closing price of the six trading days preceding February 18, 2014 of $65.2650 per share). In addition, upon closing, Facebook will grant 45,966,444 restricted stock units to WhatsApp employees (worth $3 billion based on the average closing price of the six trading days preceding February 18, 2014 of $65.2650 per share). As of February 17, 2014, Facebook had 2,551,654,996 Class A and B shares outstanding plus approximately 139 million dilutive securities primarily consisting of unvested RSUs. The Class A common stock and RSUs issued to WhatsApp shareholders and employees upon closing will represent 7.9% of Facebook shares based on current shares and RSUs outstanding. In the event of termination of the Merger Agreement under certain circumstances principally related to a failure to obtain required regulatory approvals, the Merger Agreement provides for Facebook to pay WhatsApp a fee of $1 billion in cash and to issue to WhatsApp a number of shares of Facebook's Class A common stock equal to $1 billion based on the average closing price of the ten trading days preceding such termination date. Facebook was advised by Allen &amp; Company LLC and Weil, Gotshal &amp; Manges LLP; and WhatsApp was advised by Morgan Stanley and Fenwick &amp; West, LLP. Webcast and Conference Call Information Facebook will host a 30-minute conference call to discuss the acquisition at 3:00 pm PT / 6:00pm ET today. The dial-in number for the call is (866) 751-3284 (toll free) and (973) 935-8772 (international), conference ID: 2907041. The live webcast of the call can be accessed at the Facebook Investor Relations website at <a href="http://investor.fb.com/">investor.fb.com</a>. Facebook uses the website <a href="http://investor.fb.com/">http://investor.fb.com</a> as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Following the call, a replay will be available at the same website. A telephonic replay will be available for one week following the conference call at (855) 859-2056 or (404) 537-3406, conference ID 2907041. About Facebook Facebook's mission is to give people the power to share and make the world more open and connected. People use Facebook to stay connected with friends and family, to discover what's going on in the world, and to share and express what matters to them. About WhatsApp WhatsApp is a personal real-time messaging network allowing millions of people around the world to stay connected with their friends and family.

Here's Facebook's Explanation For Why It's Buying WhatsApp For $19 Billion

<div class="KonaFilter image-container display-table float_right"><div><div class="image on-image"></div></div></div>This is a huge win for activist investor Jeff Smith's hedge fund, Starboard Value. 
Starboard has been going after Olive Garden, claiming that it's badly run on all kinds of fronts.
Darden, the parent company of Olive Garden, <a href="http://finance.yahoo.com/news/darden-announces-preliminary-results-annual-134400037.html">said that it had elected all 12 of Starboard's nominees to its board.</a>
"My fellow Board members and I share a common goal for Darden - to enhance value for all of Darden's stakeholders, including its shareholders, employees, and guests, by focusing on excellence throughout the organization, maintaining and strengthening the investment-grade rating and dividend, and emphasizing a restaurant- and operations-centric culture built around great people," Starboard's Smith said in a statement.
Darden's stock was last trading up 1.6%.
Smith's Starboard Value made headlines last month for <a href="http://www.businessinsider.com/the-hedge-fund-presentation-on-olive-garden-is-a-masterpiece-2014-9">its epic presentation</a> calling for changes at Darden. One of the points made in that presentation was a change to Olive Garden's <a href="http://www.businessinsider.com/darden-olive-garden-presentation-2014-9#">famous unlimited breadsticks and salad</a>. 
Here's today's press release:
ORLANDO, Fla., Oct. 10, 2014 /PRNewswire/ -- Darden Restaurants, Inc. (<a href="http://finance.yahoo.com/q?s=dri" data-rapid_p="8">DRI</a>) today announced that, based on the preliminary vote count provided by its proxy solicitor following the Company's 2014 Annual Meeting, shareholders have elected all 12 Starboard-nominated directors to Darden's Board of Directors including: Betsy S. Atkins, Margaret Shan Atkins, Jean M. Birch, Bradley D. Blum, Peter A. Feld, James P. Fogarty, Cynthia T. Jamison, William H. Lenehan, Lionel L. Nowell, III, Jeffrey C. Smith, Charles M. Sonsteby, and Alan N. Stillman.
Speaking on behalf of Darden's newly elected Board, Jeffrey C. Smith, Chief Executive Officer of Starboard, said, "Darden has an incredibly strong foundation that reflects its iconic and growing brands, 150,000 dedicated employees, and many loyal and passionate guests. Darden's future is bright. The new Board is prepared and excited to immediately begin working alongside Darden's management team to put Darden on track for long-term value creation for all shareholders. My fellow Board members and I share a common goal for Darden - to enhance value for all of Darden's stakeholders, including its shareholders, employees, and guests, by focusing on excellence throughout the organization, maintaining and strengthening the investment-grade rating and dividend, and emphasizing a restaurant- and operations-centric culture built around great people. The new Board wishes the departing directors well, and we thank them and their advisors for ensuring a smooth and seamless transition process that will allow us to immediately focus on the priorities at hand, including the selection of a transformational leader to be Darden's CEO." 
Mr. Smith concluded, "Darden has all the right ingredients to regain the strength and prominence it once enjoyed. The new Board is incredibly excited by the opportunity at hand. We look forward to continuing our hard work from inside the boardroom and working with management on a shared goal of excellence for Darden."
Speaking on behalf of Darden's outgoing directors, Charles A. Ledsinger Jr., the former Independent Non-Executive Chairman of Darden's Board, said, "We are extremely grateful to Darden Restaurants' talented and dedicated management and employees who, day after day, serve our customers with distinction and are the backbone of what makes Darden the preeminent casual dining company. We give our best wishes to the incoming directors, welcome the reconstituted Board and look forward to seeing continued progress at Darden. On behalf of the outgoing Board, it has been our privilege to serve."
Speaking on behalf of the Darden employees, Gene Lee, President and Chief Operating Officer of Darden said, "I am incredibly proud of our employees for their energy, passion and focus. Despite the recent distractions, our terrific employees remained focused on our priorities in the restaurants. We fully understand that our guests need to receive great food and great service, and we continue to deliver. We are grateful that there is clear resolution at the Board level and very much look forward to working with our new Board to continue to drive improvements throughout the organization."
Darden noted that the preliminary vote count following the Annual Meeting also indicates that shareholders voted FOR the approval, on an advisory basis, of the Company's executive compensation; FOR the ratification of the appointment of KPMG LLP as Darden's independent registered public accounting firm for the fiscal year ending May 31, 2015; FOR a management proposal to amend the Company's bylaws to provide for proxy access; and AGAINST two shareholder proposals as described in the Company's associated Proxy Statement.

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<div class="KonaFilter image-container display-table float_right"><div><div class="image on-image">Thomson ReutersMichael Pearson, chairman of the board and chief executive officer of Valeant Pharmaceuticals International Inc, speaks during their AGM in Laval Quebec</div></div></div>Embattled Canadian drug company Valeant Pharmaceuticals said Michael Pearson will remain CEO until a successor is named.Activist investor Bill Ackman is joining the board. "I am looking forward to working with the board to identify new leadership for Valeant," Ackman said in a statement.Ackman, the founder of the $12 billion Pershing Square Capital, is the largest hedge fund shareholder of Valeant with a 9% stake.Ackman lost, at least on paper, <a href="http://www.businessinsider.com/pershing-square-holdings-halted-2016-3">more than $1 billion</a> on his position last week as the stock dropped more than 61%.In an email to investors last week, Ackman pledged to take a "more proactive role at the company to protect and maximize the value of our investment." Here's the full release: March 21, 2016<div class="pr-body"><div class="xn-content">Initiates Search for New CEO; J. Michael Pearson to Remain as CEO Until Successor is NamedWilliam A. Ackman Joins Board of Directors; Katharine B. Stevenson Steps Down from BoardAd Hoc Committee Review of Accounting and Financial Reporting Matters Nearing CompletionValeant Plans Restatement Based on Previously Announced MisstatementsValeant Explains Circumstances that Resulted in Delay in the Filing of 10-KValeant Pharmaceuticals International, Inc. today announced that it has initiated a search for a new chief executive officer, appointed William A. Ackman to its board of directors, and provided an update on certain accounting and financial reporting matters.CEO SearchValeant today announced that the board has initiated a search to identify a candidate to succeed J. Michael Pearson as chief executive officer. Mr. Pearson will continue to serve as CEO and a director until his replacement is appointed.Robert Ingram, chairman of the board, stated, "While the past few months have been difficult, Valeant has a collection of leading brands, valuable franchises and great people, and I am confident that the company will be able to rebuild its reputation and thrive under new leadership. We thank Mike for his dedicated service to Valeant and for agreeing to stay on until we conclude our search. As a colleague and a friend he will be missed, and we wish him the best for the future." "It's been a privilege to lead Valeant for the past eight years," said J. Michael Pearson, chief executive officer. "While I regret the controversies that have adversely impacted our business over the past several months, I know that Valeant is a strong and resilient company, and I am committed to doing everything I can to ensure a smooth transition to new leadership."Changes to Board of DirectorsValeant today announced that William A. Ackman, CEO of Pershing Square Capital Management, L.P., will join its board of directors, effective immediately. Mr. Ackman, whose firm has a 9.0% stake in Valeant, will join Pershing Square's Vice Chairman, Stephen Fraidin, on the board. As the maximum size of Valeant's board currently is fixed at 14 directors, Katharine B. Stevenson voluntarily resigned from the Board to create a vacancy to permit Mr. Ackman's appointment. The Board requested that former chief financial officer Howard Schiller tender his resignation as a director, but Mr. Schiller has not done so. Robert Ingram, chairman of the board said, "We look forward to Bill Ackman's perspective and contributions as a new member of our board and one of Valeant's largest shareholders. The Board thanks our valued colleague, Kate, for her service on our Board and for voluntarily offering to step down in order to allow Bill Ackman to join the Board."William A. Ackman, CEO of Pershing Square, said, "I am looking forward to working with the board to identify new leadership for Valeant. The company's large scale and dominant franchises in eye care, dermatology, GI, and other therapeutic areas coupled with its extraordinarily low valuation present a spectacular opportunity for a world-class health care executive. On behalf of all shareholders, we are extremely appreciative of Valeant employees' hard work and commitment during this challenging time for the company."Accounting and Financial Reporting UpdateAs previously disclosed, on February 22, 2016, based on the work of an ad hoc committee of the Board (the "Ad Hoc Committee") established to review allegations regarding the company's relationship with Philidor and related matters, as well as additional work and analysis by the company, the company preliminarily determined that approximately $58 million in net revenue relating to sales to Philidor in the second half of 2014 should not have been recognized upon delivery of product to Philidor. Management of the company, the Audit and Risk Committee (the "Committee") and the Board have concluded that the company's audited financial statements for the year ended, and unaudited financial statements for the quarter ended, December 31, 2014 included in the company's Annual Report on Form 10-K and the unaudited financial statements included in the company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 should no longer be relied upon due to the misstatements described in the company's Form 8-K filed today. In addition, due to the fact that the first quarter 2015 results are included within the financial results for the six-month period included in the Quarterly Report on Form 10-Q for the period ended June 30, 2015 and the financial results for the nine-month period included in the Quarterly Report on Form 10-Q for the period ended September 30, 2015, management, the Committee and the Board have concluded that the financial statements for such six-month and nine-month periods reflected in those Quarterly Reports should no longer be relied upon. The company is in the process of restating the affected financial statements and the restated financial statements will be included in the company's Annual Report on Form 10-K for the year ended December 31, 2015, which the company intends to file with the Securities and Exchange Commission and the Canadian Securities Regulators on or before April 29, 2016. The company believes that after giving effect to the restatement, it will have remained in compliance with all of the financial maintenance covenants in its credit facility at the end of each affected quarterly period.Robert Ingram, chairman of the board and chair of the Ad Hoc Committee stated, "Over the past five months, the Ad Hoc Committee has worked closely with our independent advisors to conduct a comprehensive review of Philidor and related matters. While the Ad Hoc Committee is still reviewing certain accounting related items, and has identified certain concerns related to those items with respect to the tone of the organization, it has not identified any additional items affecting the financial statements to date."Impact of MisstatementsAs described in the company's Form 8-K filed today, the company has identified misstatements to date that would reduce previously reported fiscal year 2014 revenue by approximately $58 million, net income attributable to Valeant by approximately $33 million, and basic and diluted earnings per share by $.09. A substantial part of the earnings impact of these misstatements will reverse in the first quarter of 2015. The company has identified misstatements in the first quarter of 2015, consisting primarily of the reversing effect on earnings of the 2014 misstatements, which would reduce revenue by approximately $21 million (timing of recognition of managed care rebates), increase net income attributable to Valeant by approximately $24 million and increase basic and diluted earnings per share by $.07. These adjustments are preliminary, unaudited and subject to change. We refer you to the company's Form 8-K filed today for a more detailed description of the restatement.Assessment of Disclosure Controls and Procedures and Internal Controls Over Financial ReportingAs a result of the restatement, management is continuing to assess the company's disclosure controls and procedures and internal control over financial reporting. Management, in consultation with the committee, has concluded that one or more material weaknesses exist in the company's internal control over financial reporting and that, as a result, internal control over financial reporting and disclosure controls and procedures were not effective as of December 31, 2014 and disclosure controls and procedures were not effective as of March 31, 2015 and the subsequent interim periods in 2015 and that internal control over financial reporting and disclosure controls and procedures will not be effective at December 31, 2015. The improper conduct of the company's former Chief Financial Officer and former Corporate Controller, which resulted in the provision of incorrect information to the Committee and the company's auditors, contributed to the misstatement of results. In addition, as part of this assessment of internal control over financial reporting, the company has determined that the tone at the top of the organization and the performance-based environment at the company, where challenging targets were set and achieving those targets was a key performance expectation, may have been contributing factors resulting in the company's improper revenue recognition. In connection with the Ad Hoc Committee's work to date, certain remediation actions have been recommended and are being implemented by the company, including placing the company's former Corporate Controller on administrative leave. The board and the talent and compensation committee, based on recommendations of the Ad Hoc Committee, have determined that the deficient control environment, among other things, would impact executive compensation decisions with respect to 2015 compensation for certain members of senior management. The company is in the process of implementing additional remedial measures. Circumstances that Resulted in Delay in the Filing of 10-KValeant announced on October 30, 2015 that the Ad Hoc Committee appointed former Deputy Attorney General of the United States, Mark Filip of Kirkland &amp; Ellis LLP, to advise the committee in its review. Over the past five months, Mr. Filip and his colleagues at Kirkland &amp; Ellis have conducted more than 70 interviews and reviewed over one million documents as part of their comprehensive review to assist the Ad Hoc Committee. In addition to certain Philidor-related accounting matters, the Ad Hoc Committee determined that certain other accounting issues required review. That additional work, along with the administrative leave of our former Corporate Controller, has led to the delayed filing of Valeant's 10-K.J. Michael Pearson, CEO of Valeant, said, "While we regret the circumstances that have resulted in the delay of our 10-K filing, we are committed to filing the 10-K on or before April 29, 2016."Covenant HighlightsBond indentures:As discussed on its March 15, 2016 preliminary earnings call, Valeant could receive a notice of default under its bond indentures as a result of the delay in filing its Form 10-K for the year ended December 31, 2015.If such notice is received, Valeant has 60 days from the receipt of the notice to file its 10-K, which will cure the default in all respects. The notice does not result in the acceleration of any of Valeant's indebtedness. Credit agreement:If Valeant does not file its Form 10-K by March 30, 2016, there will be a default under the credit facility. The company will have 30 days, or until April 29, to cure this default by filing its Form 10-K. Valeant expects to file its Form 10-K and become current on its financial filings by April 29, 2016 (within the curing period) but to be prudent, the company also announced that it intends to seek a waiver from the lenders under its credit facility. The waiver that the company is seeking will include a request to extend the deadline to file its Form 10-K for December 31, 2015 and the deadline to file its Form 10-Q for the quarter ended March 31, 2016. Robert L. Rosiello, Valeant's Chief Financial Officer, said, "I appreciate the dedication and effort of our finance staff, who are working diligently to complete and file our 10-K."Delay in Canadian Annual FilingsValeant announced today that it anticipates a delay in filing its audited annual financial statements for the year ended December 31, 2015, the related management's discussion and analysis, certificates of its CEO and CFO and its 2015 Form 10-K (collectively, the "Canadian Required Filings") with Canadian securities regulators until after the March 30, 2016 filing deadline. The company is working diligently and intends to make the Canadian Required Filings on or before April 29, 2016.In connection with this anticipated delay, the company will apply for a customary management cease trade order (the "MCTO") relating to the trading in securities of the company by the company's CEO and CFO and each other member of the company's board of directors from the Autorité des marchés financiers, the company's principal regulator in Canada. If granted, the MCTO should not affect the ability of other shareholders to trade in the securities of the company. If the MCTO is granted, the company intends to comply with the provisions of the alternative information guidelines set out in Canadian National Policy 12-203 Cease Trade Orders for Continuous Disclosure Defaults ("NP 12-203") by providing bi-weekly updates by way of news release until the Canadian Required Filings have been made. </div></div>Valeant's was last trading down around 4.48% in the pre market at around $25.77 per share before being halted for the news.The company reported <a href="http://www.businessinsider.com/r-valeant-cuts-2016-revenue-forecast-2016-3">fourth-quarter earnings results last week that fell below analysts expectations</a>, and it cut its revenue forecast for the year by about $1.5 billion, or 12%. The company has also delayed filing its 10-K.It's been a tough run for Valeant, which has been sliding since late 2015 because of <a href="http://www.businessinsider.com/andrew-left-citron-research-2015-11">accusations of accounting irregularities from a short seller</a> and scrutiny in Washington, D.C., over drug-price increases. Just last month, the company confirmed that <a href="http://www.businessinsider.com/the-sec-is-investigating-valeant-2016-2">it was part of several ongoing investigations</a>.Numerous hedge funds are large shareholders of the stock. They have suffered <a href="http://www.businessinsider.com/hedge-funds-valeant-2016-3">massive losses, at least on paper, on their positions</a>.Ackman, the founder of the $12 billion Pershing Square Capital, is the largest hedge fund shareholder of Valeant. He lost, at least on paper, <a href="http://www.businessinsider.com/pershing-square-holdings-halted-2016-3">more than $1 billion</a> on his position last week. He's lost an estimated more than $2.5 billion (again, on paper) since buying the stock in the first quarter of 2015. He is also having <a href="http://www.businessinsider.com/pershing-square-update-2016-3">the worst year</a> in his fund's history.In an email to investors, Ackman pledged to take a "more proactive role at the company to protect and maximize the value of our investment."Earlier this month, Pershing Square added its vice chairman, former mergers and acquisitions attorney Steve Fraidin, to Valeant's board. <div class="KonaFilter image-container display-table"><div><div class="image on-image"><a href="https://www.nyse.com/quote/XNYS:VRX">NYSE</a></div></div></div><div class="KonaFilter image-container display-table"><div><div class="image on-image"><a href="https://www.nyse.com/quote/XNYS:VRX">NYSE</a></div></div></div> <div class="margin-top"> <h3>NOW WATCH: <a href="http://www.businessinsider.com/2-in-1-shampoo-conditioner-combination-science-2016-3">Why 2-in-1 shampoo and conditioner products don't work </a></h3> <div> <div> <div class="ooyala-video-player" data-video-autoplay="false" data-video-id="91YjV0MTE6Q-UUNd4hePsmmU5pUlzcwC" data-player-variable="ooyalapopvideo" id="ooyalaplayer_popvideo" style="width:1280px;height:720px"></div> </div> </div> </div>

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