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Elon Musk Files Response and Counterclaims to Twitter Lawsuit Over $44 Billion Deal

Elon Musk

formally responded to

Twitter Inc.’s

TWTR 1.76%

lawsuit seeking to force him to go through with his $44 billion takeover of the social-media platform and included counterclaims against the company. The filing Friday was made confidentially and isn’t viewable by the public.

It isn’t unusual for counterclaims against a public company to be filed confidentially, pending review for possible redactions of sensitive information. The response and claims may be available as soon as next week.

One of the counterclaims by Mr. Musk is expected to center on the allegation that Twitter changed its number of monetizable daily active users shortly after agreeing to the deal, and then didn’t provide thorough responses to requests by Mr. Musk’s team for data on the spam number, according to people familiar with the matter.

Mr. Musk’s response Friday includes a reference to the

Warren Buffett

quote: “Only when the tide goes out do you discover who’s been swimming naked,” the people said, a suggestion by Mr. Musk that Twitter has been obfuscating about spam and fake accounts because it knew the market downturn could reveal its weaknesses.

Mr. Musk’s response Friday was filed hours after the judge overseeing the lawsuit against Mr. Musk set the week of Oct. 17 for a 5-day trial.

While Mr. Musk’s answer and counterclaims to Twitter’s lawsuit aren’t immediately accessible, the billionaire chief executive officer of

Tesla Inc.

has been vocal about his reasons for wanting to walk away from the deal and indicated in previous regulatory and court filings how he may try to make his case for terminating the merger agreement.

Mr. Musk said in a regulatory filing earlier this month that he wanted out of the deal primarily because Twitter hadn’t provided the necessary data and information he needs to assess the prevalence of fake or spam accounts.

Twitter rejected that assertion and argued that Mr. Musk hasn’t adhered to the deal terms, including violating a nondisclosure agreement and then bragging about it on Twitter. The social-media company sued Mr. Musk on July 12 in Delaware Chancery Court, seeking to enforce the terms of the transaction.

In the regulatory filing to end the deal, Mr. Musk’s lawyer cited concerns over Twitter’s estimates about how many of its daily users are fake or spam accounts, an issue the billionaire had raised as a concern about the deal almost three weeks after he signed it. The company has said for years that it estimates fewer than 5% of its monetizable daily active users are spam and fake accounts, a figure Mr. Musk has disputed.

In a July 18 court filing opposing a request by Twitter for an expedited trial, the billionaire for the first time laid out publicly a clear timeline around his concerns over data about fake and spam accounts, and included new claims about Twitter’s level of cooperation on the issue.

He said his team first became concerned about the company’s user numbers after it disclosed in its April earnings report that it had overstated its user base for nearly three years through the end of 2021 because of an error in how it accounted for people linked to multiple accounts. The revision reduced the number of its monetizable daily active users by 0.9% for the fourth quarter of last year. The company last week said it averaged 237.8 million of such users in the most recent quarter.

According to that filing, Mr. Musk met with Twitter executives in May to discuss how the company measures spam and fake accounts and expressed dismay at the company’s process and pointed to the absence of automated tools to help with the calculation.

Twitter said in its suit against Mr. Musk that his attempt to abandon the transaction reflects souring market conditions that resulted in his personal wealth declining by more than $100 billion from its November 2021 peak. “Rather than bear the cost of the market downturn, as the merger agreement requires, Musk wants to shift it to Twitter’s stockholders,” the company said.

Elon Musk has cultivated close ties with Beijing to build Tesla’s business in China. Now that he is buying Twitter and focusing on free speech, WSJ looks at how China has used the social-media platform to promote its views, and why that’s raising concerns. Photo Illustration: Sharon Shi

On July 19, Chancellor Kathaleen St. Jude McCormick, the chief judge of the Delaware Chancery Court, granted Twitter’s request to fast-track its lawsuit over Mr. Musk’s objections.

In a regulatory filing this week, Twitter said it would ask shareholders to vote on the merger at a meeting on Sept. 13. The company reiterated its commitment to completing the takeover at the agreed-upon price and said its board of directors has unanimously recommended that shareholders vote in favor of it. That process is running parallel to the legal case in Delaware that will determine whether the merger agreement can be enforced.

Write to Sarah E. Needleman at sarah.needleman@wsj.com and Cara Lombardo at cara.lombardo@wsj.com

Copyright ©2022 Dow Jones & Company, Inc. All Rights Reserved. 87990cbe856818d5eddac44c7b1cdeb8

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Twitter-Musk Trial Set for October in Lawsuit Over Stalled $44 Billion Takeover

A Delaware judge on Tuesday agreed to

Twitter Inc.’s

TWTR 3.31%

request to fast-track its lawsuit seeking to compel

Elon Musk

to go through with his $44 billion purchase of the company.

Chancellor Kathaleen St. Jude McCormick, the chief judge of the Delaware Chancery Court, ordered a five-day trial in October, over Mr. Musk’s objections. Chancellor McCormick said the case should be resolved quickly, agreeing with Twitter’s claim that it could be harmed by uncertainty about its future as a public company.

“Those concerns are on full display in the present case,” Chancellor McCormick said. “Typically, the longer the merger transaction remains in limbo, the larger the cloud of uncertainty cast over the company and the greater the risk of irreparable harm to the sellers.”

Twitter argued the case should be accelerated because shareholders and its business have been left in limbo by Mr. Musk’s move this month to flee the deal, citing the prevalence of spam or fake accounts on the platform. In the hearing, Twitter’s lawyers said the lawsuit doesn’t turn on the amount of spam and fake accounts because the merger agreement didn’t make any promises about that metric. Twitter’s securities filings say the number of fake and spam accounts could be higher than the company’s estimates, he noted.

“That’s not what this case is about,” attorney

William Savitt

said Tuesday. It’s a “manufactured issue,” he said.

Mr. Musk says he needs more time to investigate the spam and fake accounts issue, which he says is fundamental to Twitter’s value and preparing for the trial will be “extremely fact and expert intensive, requiring substantial time for discovery.” In the hearing Tuesday, Mr. Musk’s lawyer said Twitter is trying to railroad him to complete the deal while burying the truth over the number of fake and spam accounts. He said Mr. Musk has a bigger economic interest in the company, as the second-largest shareholder, than the company’s entire board, and therefore has no interest in stalling to harm the company.

Mr. Musk says Twitter’s estimate that fewer than 5% of its monetizable daily active users are spam or fake is questionable, and probably too low.

Twitter, which filed its lawsuit last week, says its process for estimating fake accounts and malicious bots is rigorous.

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“There is no reason to go into how many bots there are if a fair reading of the contract said Musk essentially waived that right,” said James Cox, a professor of corporate and securities law at Duke University.

Mr. Musk has cited at least two different reasons tied to spam and fake accounts to leave the deal. One is that Twitter allegedly misstated facts about that data in a way that could have a material adverse effect on its business. Delaware law allows companies to nullify mergers if a material adverse effect has occurred, but its courts have also tightly circumscribed the conditions for such an outcome.

Mr. Musk says his other basis to exit is that Twitter has allegedly withheld information about fake accounts, behavior that would violate its commitments to the merger agreement. “The limited information Twitter has provided calls its representations into serious doubt,” Mr. Musk’s lawyers wrote last week in a court filing.

Elon Musk has cultivated close ties with Beijing to build Tesla’s business in China. WSJ looks at how China has used Twitter to promote its views, and why that’s raising concerns. Photo Illustration: Sharon Shi

Mr. Musk may have sought more time for the lawsuit because financial settlements are more likely to occur in drawn-out legal cases, Mr. Cox said. Twitter is seeking a remedy known as “specific performance,” meaning Mr. Musk would have to go through with the $44 billion acquisition.

Twitter has also said Mr. Musk has buyer’s remorse over the decline in share prices since he struck the deal in April. Mr. Musk’s personal wealth has declined by more than $100 billion from its November 2021 peak.

Write to Dave Michaels at dave.michaels@wsj.com

Copyright ©2022 Dow Jones & Company, Inc. All Rights Reserved. 87990cbe856818d5eddac44c7b1cdeb8

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SEC fines Ernst & Young $100 million for employees cheating on CPA ethics exams

Accounting giant Ernst & Young will pay $100 million to settle charges with the Securities and Exchange Commission that hundreds of its employees cheated on the ethics components of the Certified Public Accountant examination and continuing education courses and for withholding information about the misconduct to regulators.

“It’s simply outrageous that the very professionals responsible for catching cheating by clients cheated on ethics exams of all things,” Gurbir Grewal, the SEC’s enforcement chief said in a press release. “And it’s equally shocking that Ernst & Young hindered our investigation of this misconduct.”

The SEC’s order states that between 2017 and 2019, 49 audit professionals at the firm sent or received answer keys to the CPA ethics exams, while hundreds more cheated on continuing professional education courses required by state accountancy boards for accountants to maintain their licenses.

The $100 million fine is twice that levied against competitor KPMG back in 2019 for similar violations, and the severity of the fine against Ernst & Young is due in part to its obstruction of regulators investigation, according to senior SEC officials.

Ernst & Young admitted that during the SEC’s investigation, the company misled the regulator by declining to share information about potential cheating on the CPA exam that had been shared with it.

“EY also admits that it did not correct its submission even after it launched an internal investigation into cheating on CPA ethics and other exams and confirmed there had been cheating, and even after its senior lawyers discussed the matter with members of the firm’s senior management,” the SEC said in a press release.

In addition to the monetary penalty, the SEC order requires the company to hire two separate independent consultants to review its policies and procedures related to ethics and integrity and to review the company’s failure to disclose the misconduct during the regulatory investigation.

The fines come as major global accountancy firms reexamine their business models, with both Ernst and Young and a competitor, Deloitte, reportedly considering spinning of their consultancy businesses into separate entities.

The Wall Street Journal reported in March that the SEC is probing the industry to understand how conglomerates with accounting and consultancy arms manage conflicts of interest between those lines of business.

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‘It’s nuts’: Real estate agents describe chaos in New York City’s hot rental market

Renting an apartment in New York City this summer? Say hello to sky-high prices and a fight to the finish.

Amid the heat and the occasional rain, there’s a mad scramble to rent affordable apartments in Gotham, which has been undersupplied for many years. Real estate agents describe the mayhem when it comes to prices.

“It’s nuts,” Jessica Peters, a real estate agent with Douglas Elliman, told MarketWatch. “We can’t even keep up anymore. We’re, like, let’s just put up this crazy number, and we’re getting it.”

Offices in the city are trying to woo more employees back: The city is not near full capacity yet — foot traffic to office buildings in NYC is still down 40.6% compared to pre-pandemic levels. But some workers are coming back, restaurants, movie theaters and Broadway are back, and college students are preparing to start school. 

Consequently, the median monthly rent is up $725 in June on the year and $59 on the previous month, according to Zillow. The median monthly rent in NYC is $3,300, 53% higher than the national median of $2,155. 

‘A lot of renters will be in for a rude awakening.’


— Jessica Peters, a real estate agent with Douglas Elliman

Peters said that the reality was far worse on the ground. “I just rented something … in Williamsburg. It’s a great two-bedroom ground floor unit, with a big backyard,” she said. “We were asking $6,500. We got $7,000.”

Peters, who specializes in the Brooklyn area, said that while rental prices may be fluctuating a little, the reality is clear for someone looking to be in the city.

“If you’re coming back after not renting in either Brooklyn or Manhattan in the last ten years, a lot of renters will be in for a rude awakening,” Peters added.

(Reminder: Realtors and real estate agent make money on a commission basis, meaning the hotter the market, the higher their earnings.)

That said, the rental market in New York is reflecting a broader intensification of the inventory pressures, which is leading to bidding wars among renters across the country.

But in New York, one of the most expensive cities in the U.S., even some tenants in rent-stabilized apartments cannot catch a break. The city’s Rent Guidelines Board has signed off on hikes as high as 3.25% for new one-year leases, and 5% for two-year leases.

One of Gartenberg’s open housing listings in the Two Bridges area of Lower Manhattan.


Screenshot from Streeteasy.com

Mihal Gartenberg, a real estate agent with Coldwell Banker Warburg, said the market’s wrath was normal; it was just operating on a demand-and-supply basis.

There are people who are simply willing to pay more, he said. “It’s getting to the point where we’re not the ones deciding what these are going for,” Gartenberg added. “This is a true market enterprise.”

Technology was aiding some renters in their search for a home.

A two-bedroom luxury apartment she put on the market for rent two months ago in the Lincoln Square area attracted people streaming in during a two-hour open house in ten-minute increments, on top of prospective renters who joined on FaceTime
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.

“We priced it in my opinion… quite high,” Gartenberg said, at $7,800, “but we ended up taking even more. The person who ended up taking the apartment offered $400 more… we had an offer of $8,200, and they also offered to pay the broker fee, which is an additional month.” 

‘I feel very uncomfortable with this idea that the first person to see a listing is the first one to get it.’

Over this past weekend, she had open houses for two apartments in the Two Bridges area in lower Manhattan.

“I’m only going to be showing it at the open house. I like to have a level playing field,” Gartenberg said ahead of the event. “I feel very uncomfortable with this idea that the first person to see a listing is the first one to get it.”

Buying a home was worth considering, the real estate agents said, given how intense the rental market has become.

Peters said many renters are attempting to become homeowners because rents have risen so dramatically. “People are starting to reevaluate whether or not they should just purchase at this point,” she said.

“Why would I want to spend $10,000 a month on a rental if I qualify for a purchase? It might not be exactly what they wanted, it might be slightly smaller, but it’s still going to be better than spending $120,000 a year in rent,” she added.

“Do not go see things at your price point,” Gartenberg said. “Because where the market is today, is going above your price point.”


(PHOTO: Getty Images)

But be prepared for bidding wars when buying for a home, Gartenberg warned. She put a newly renovated apartment in Hudson Heights on the market, which is selling “well above ask,” she said, so much that “it made me scared.” The sale on the apartment is not closed yet so she said she was not able to discuss how far above asking the bidder went.

Gartenberg priced her Two Bridges apartments at $3,550 for a two-bedroom unit on the top floor, and at $3,050 for a one-bedroom unit.

On Saturday, her open houses were full. Everything went above the ask. “We had so much interest, we were able to divert offers to a not-yet-listed apartment and rent that, too,” Gartenberg said in a follow-up email. 

Half of the offers that came in were from people who had seen the apartment via FaceTime, or from a video she had sent them.

Gartenberg offered rental tips for the summer.

Get your paperwork in order, such as your proof of income, photo ID, 1040 tax form, bank statements, and other financial documents. Also, get your job to write a letter to say you’re in good standing, Gartenberg said.

Given the number of rentals going for above asking, be prepared to look below your price point, she added. If you know which building you want to live in, get in touch with the landlord’s agent, she said, and find out what’s coming to market. 

Hunting for a rental in New York and want to share your thoughts? Write to:  aarthi@marketwatch.com

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‘Prices will not come back down’: Americans dip into their savings to cope with record-high inflation

Americans accumulated extra savings during the pandemic, but that money is fast dwindling because of inflation.

Some 70% of Americans are using their savings to cover rising prices, a recent Forbes Advisor survey of 2,000 U.S. adults concluded. Among those polled, older adults were more likely to say they have left their savings intact.

In fact, the personal savings rate for April 2022 hit 4.4% — the lowest level since September 2008 — down from 6% at the beginning of the year, according to the Bureau of Economic Analysis, a department of the U.S. Department of Commerce.

Another concern: More respondents told a New York Federal Reserve “Survey of Consumer Expectations” that their finances are worse now than they were a year ago. In fact, the average perceived chance of missing a minimum debt payment in the next three months increased by 0.4 percentage point to 11.1%, according to the results of the survey released Monday.

“Median household nominal spending growth expectations increased sharply to 9% from 8% in April,” the NY Fed said. “This is the fifth consecutive increase and a new series high. The increase was most pronounced for respondents between the age of 40 and 60 and respondents without a college education.”

That slump in savings and rise in spending comes at a time when the drum beat of recession grows louder. Case in point: Nearly 70% of 49 respondents expect the National Bureau of Economic Research to declare a recession next year, according to the FT survey published Sunday; the survey was conducted with the Initiative on Global Markets at the University of Chicago Booth’s School of Business.

Though some Americans have built up savings during the pandemic, helped by COVID-related government benefits, those savings appear to be running low as people cope with rising prices.

Laura Veldkamp, a finance and economic professor at Columbia University, suggested people try renegotiating salaries with their employers. “Prices will not come back down,” she said. “They never do.” Dipping into savings to cope with rising prices is not a sustainable long-term solution, she added.

The increase in the cost of living is making Americans nervous. Inflation rose 8.6% on the year through May, the highest since 1981. A survey of U.S. consumer confidence fell in May to a three-month low of 106.4. That’s one of many surveys pointing to a pessimistic outlook by people both for their own finances and the U.S. economy.

For the week ending May 29, grocery inflation reached a record high of 14.6% compared to a year ago, according to the latest survey from data company Numerator. The survey shows that middle-income consumers — those who earn $40,000 to $80,000 a year — are paying the greatest price increases among all income levels.

‘Cutting down on your budget doesn’t need to be painful.’


— Thomas Scanlon, a financial adviser with Raymond James Financial

In April, consumer spending increased by $152.3 billion, separate Bureau of Economic Analysis data found, with people spending the most money on motor vehicles and auto parts, in addition to food and housing. Compared to the month before, the consumption of gas and other energy decreased by $26.9 billion.

On Sunday, AAA pegged the national average at $5.01 for a gallon of gasoline. That’s 20 cents higher than it was a week ago, 60 cents higher than a month ago, and almost $2 more than the $3.07 average a year ago, according to AAA data.

Thomas Scanlon, a financial adviser with Raymond James Financial in Manchester, Conn., said it’s a good time to adopt thrifty habits, such as borrowing from the public library instead of buying a book, and looking to free leisure activities such as visits to some museums and beaches.

“Cutting down on your budget doesn’t need to be painful,” Scanlon said, “it can be an opportunity to spend a good time with friends and families.”

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‘Workers don’t want toys or free food, they want a higher quality of life’: The Great Resistance is here — as companies struggle to get workers back to the office

Amy Faust Liggayu, 32, a market-research project manager based in Tinley Park, Ill., mother of a 7-month-old son, never imagined she would have a life where she could spend five days a week with him, while also working full time. But that was before March 2020, when the COVID-19 pandemic forced offices across the country to tell their employees to work from home.

She had previously spent $20 a day commuting four days a week, and worked the fifth day from home, but when her manager called employees back full time, a move many other businesses are making now that vaccines are widely available and the worst days of the pandemic appear to have receded, she was not willing to give up all that freedom remote work had given her. 

Those early months of COVID-19 when millions of people worked from home gave them a rare opportunity to reevaluate the role of work in their lives. And in 2022 they have leverage: Unemployment is falling and wages are rising, as companies struggle to attract and retain workers. In fact, there are two job openings for every unemployed American, the highest level on record since 2001. 

But many companies want workers back. Google parent company Alphabet
GOOGL,
-1.34%

GOOG,
-1.29%,
Apple
AAPL,
+0.17%,
Facebook parent Meta
FB,
+1.18%,
and Microsoft Corp.
MSFT,
-0.23%
have requested workers go back to the office at least a few days a week. Jefferies Financial Group
JEF,
-0.98%,
JPMorgan Chase
JPM,
-0.82%
and Goldman Sachs Group
GS,
-0.45%
are among the financial institutions that have also asked workers to return.

Amid these efforts, Faust Liggayu counts herself among the Great Resistance. “I’m very outspoken about my desire to never work in an office again,” she said. “The quality of life is so much better when you can cut out that commute or spend your lunch break with your family.” She would often not arrive home until 6:30 p.m. if she left the office at 5 p.m. Those were precious hours lost with her son.

When she received news that all employees were going to be back in the offices, she told MarketWatch that she was frustrated. “They haven’t been listening to me,” she recalls thinking. “They know I don’t want to go back.” So she took a stand. “Job recruiters were reaching out to me on LinkedIn. All the jobs they reached out to me about were working from home.”

The outcome was a win-win for her: She found a new job two months ago that paid more money, while working full-time from home. “I went from making $50,000 a year to $80,000. When I get to stop at 5 p.m., I’m done. I get to spend that time with my son. Time moves quickly. It means so much at this age. It means so much to get those extra two hours a night with him.”

Amid labor shortage, employees flex their muscles

The Great Resignation — regarded by some observers as more of a Great Negotiation for better pay and working conditions — has led to the Great Resistance, a battle of wills between senior management and, well, everyone else. For those who are fortunate enough to have the option to work remotely, which other figures put at 40% of the workforce, they’re not giving up.

“There is definitely a sense of resistance amongst employees against the full-week, all-day, in-person work concept,” said Vanessa Burbano, associate professor of business at Columbia Business School in New York.Remote working enables a degree of flexibility in the day that is practically impossible to recreate in a physical co-working space.”

Faust Liggayu said her breakup with her former employer was respectful and without animosity. She had worked at that previous job from 2017 to March 2022, and it was a small team. But the standoff between some employees and their companies has not always been so free of drama. Apple, for one, has suffered at least one high-profile resignation as a result. 

The Great Resignation has led to the Great Resistance, a battle of wills between senior management and, well, everyone else.

A group, “Apple Together,” signed an open letter to the tech giant, claiming over 3,000 signatures from workers, rejecting a hybrid work model and asking the company to allow them to make their own decisions. “Stop treating us like school kids who need to be told when to be where and what homework to do,” they wrote. (Apple did not respond to a request for comment.)

Thus far, workers have successfully dug their feet into their sofas. Some 64% said they would consider looking for a new job if they were required to return to the office full time, a survey by ADP, a provider of human resources management software and services, found. Younger people (18- to 24-year-olds) are the most reluctant (71%) to return to the workplace full time.

“This shift from the traditional 9-to-5, office-based model cannot be undone and has long-term implications for the jobs market,” the report said. “As companies — and employees — re-evaluate their approach to the workforce, it is clear that having a flexible approach is key, as there are advantages and drawbacks to both exclusively, whether fully remote or fully in office.”

Last month, Airbnb acknowledged that the era of full- or even part-time office working is over, telling workers they could work from home or the office, if they choose, and they can work from anywhere in the U.S. without a change in pay. Starting in September, they can also live and work in over 170 countries for up to 90 days a year in each location.

Ken Steinbach: ‘There is a special connection when we are in the same space together face to face.’

There’s no such thing as a free lunch

Chris Herd, CEO of Firstbase, which helps companies go remote, said there’s no such thing as a free lunch. “Workers don’t want toys or free food, they want a higher quality of life. Forcing people to commute two hours a day — where they carry laptops to an office to sit in a chair for eight hours and then Slack or Zoom
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people who aren’t in the office all day — has created broken ways of living.”

He said the Great Resignation reflects people’s desperation for better work-life balance and believes that giving ultimatums will lead to “armageddon” inside companies. “Over the last two years, companies have found out people don’t need to be in the office for great work to keep happening,” he said. “Now, companies are pushing back for employees to return to office again.”

Nicholas Bloom, professor in the Department of Economics at Stanford University, said neither hard nor soft nudges will work. His own poll of 3,000 people revealed a “fiendishly hard” task for managers to get people back. “Nobody commutes for one hour for a free bagel or box or to use a ping-pong table,” he said. “They come in to catch up with friends and work in person.”

‘If you have to force somebody to come to the office it is not in their interests to come in.’


— Nicholas Bloom, professor in the Department of Economics at Stanford University

Indeed, some Silicon Valley companies pulled out all the stops to entice people back and foster a sense of community, he told MarketWatch. “Google got so desperate they hired Lizzo to give a concert, which is great for one day, but unless you are planning on getting Katy Perry, Taylor Swift and then Justin Bieber after that, this is not a permanent solution.”

“The resistance is there when employees do not see the point in coming in,” Bloom said. “If you have to force somebody to come to the office it is not in their interests to come in. To avoid forcing people you need to make it benefit them to come in. That means setting up typically two or three days a week of office time on anchor days when everyone comes in.”

He said it makes more sense to create a hybrid environment where team members show up on the same day rather than enforce a five-day week and fail. “So I see resistance to returning to the office a symptom of over-ambitious return to office plans. Realistic plans centered around anchor days, probably two to start off with, can work well and firms can build on this.”

For those who can work from home, this may be a luxury problem. The Labor Department says only 7.7% of employees teleworked in April. Millions of jobs necessitate in-person interactions. Retail, manufacturing and essential-services workers such as supermarket and hospital staff and public-transport employees put their lives at risk during the pandemic. 

Remote work is a tradeoff for everyone

As managers negotiate with office workers, companies are negotiating with landlords about their office leases. In Manhattan, monthly leasing activity decreased by 11.5% month-over-month to 2.7 million square feet in April, Colliers said. However, companies seem to be betting on some kind of return to office life: Demand more than doubled year over year.

Herd, however, said managers will soon see the advantage of remote work. “E-commerce killed physical stores because people prefer to shop online, it gave them more choice, it was more efficient and costs less,” he said. “E-companies kill office-based companies because workers prefer to work online, it gives them more choice, it is more efficient and costs less.”

It’s obviously not a one-size-fits-all question, even for those who have had the luxury of working from home. “For me, in the mental-health counseling field, I can see both sides,” said Ken Steinbach, a Portland, Ore.,-based counselor. “There is a special connection when we are in the same space together face to face, and I would love to be able to connect that way again.”

“The reality is that most of my clients might not be able to have therapy if they had to block out time to go into an office,” Steinbach told MarketWatch. “Working virtually has made my services much more accessible to a great many people and I can’t see that changing. So yes, I love the idea of being in person, but that may not be the world we live in.”

Peter Gray, professor of commerce at the University of Virginia, said workers miss out on the emotional, social and intellectual stimulation that comes with being around others. For that reason, he favors a hybrid work model. “Employee resistance is to me perfectly natural when people believe that they can be just as effective at home as in the office,” he said.

But spending all that time working from your sofa or kitchen table or — if you’re lucky enough to have one — a home office may be a more expensive tradeoff for employees and management than they anticipate. “What they don’t realize is that their networks will slowly shrink as they spend more time at home, and this can hamper their effectiveness long term,” Gray said.

“Once they realize that some of the rich interactions they used to have in the office have faded, they start to wonder if they might be missing something important,” he added. “And as their broader networks shrink — the ones that expose them to creative new ways of thinking outside of their main work stream — their performance can suffer.”

The resistance appears to be winning

Another obstacle: An empty or half-empty office doesn’t help new employees or interns who rely on those face-to-face interactions for honing their skills and, critically, building a professional network so they can move up the corporate ladder and/or put their name in the hat for a promotion. For every seasoned employee who knows the ropes, there are others who need to be given a helping hand. 

Skeptics also worry that some people may be tempted to take advantage of remote work, spend an hour or two catching up on their favorite TV show, while keeping a casual eye on their work emails, or — worse — take the entire day off and go to the beach, while answering the occasional Slack message from under an umbrella. In fact, eight out of 10 workers have admitted to slacking off. 

Burbano, the Columbia Business School professor, is not surprised by such polls. “Remote work also comes with increased opportunities for worker misconduct, worker shirking and putting in less effort, as my research has shown, which is likely part of the reason that there is a desire amongst employers to bring people back to the physical office.”

Social media is filled with people claiming they will point-blank refuse to commute again. “I’m not going back to the office with these gas prices,” one person recently wrote on Twitter
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“The gas people and the commercial real-estate people are just gonna have to fight it out amongst themselves.” Another added bluntly: “Not in the mood to work or be around people.”

Recent research suggests such resistance is winning. The Conference Board, a nonprofit organization, says only 4% of companies are requiring staff to return to work full time and only 45% were requiring them to work five days a week from the office — even if a few days a week appears too much for some Apple employees and workers like Amy Faust Liggayu.

Faust Liggayu doesn’t fully buy the brainstorming-by-the-watercooler argument. “At my previous job, we had a meeting every morning to go over the workload for the day. That meeting would sometimes last an hour because we would just bulls*** about everything. But if you have enough calls where you can be spontaneous and a good team that works together well, you can still have that environment.”

And now? She is much happier at her new fully-remote, better-paid job. “I make a point of remembering what people are up to and ask them about their plans for the weekend to keep that community together,” she said. “I love it. I officially turned one of our extra bedrooms into an office. I get to spend my lunch with my son, feed him when he’s hungry. The flexibility is incredible.”

Amy Faust Liggayu: ‘I officially turned one of our extra bedrooms into an office.’



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Philip Morris International in Talks to Buy European Smokeless-Tobacco Rival

Philip Morris International Inc.

PM 0.94%

is in advanced talks to acquire

Swedish Match

SWMA -0.58%

AB, according to people familiar with the matter, in a deal that could be valued at $15 billion or more and bolster the tobacco giant’s exposure to the rapidly growing market for smoke-free brands.

The talks between U.S.-based Philip Morris and Stockholm-based Swedish Match could yield a deal as soon as this week, the people said, cautioning that the talks could still fall apart. The potential terms and contours of any deal couldn’t be learned.

The companies confirmed the talks in separate statements after The Wall Street Journal reported on the potential deal Monday morning.

Swedish Match was valued at about 117 billion Swedish krona, or almost $12 billion. With a typical premium, it could be valued at $15 billion or more. Philip Morris has a market value of about $155 billion.

Shares in Philip Morris closed up less than 1% on a day when the markets swooned. U.S.-listed shares of Swedish Match jumped about 20%; trading in Stockholm was closed.

In the U.S.—Swedish Match’s largest market, followed by Scandinavia—the company’s ZYN nicotine-pouch brand dominates a market that includes rival offerings from

Altria Group Inc.

and

British American Tobacco

PLC, according to Swedish Match’s website. The U.S. Food and Drug Administration in 2019 authorized Swedish Match to market its General Snus smokeless-tobacco products as presenting a lower risk of mouth cancer, heart disease and lung cancer than cigarettes.

Swedish Match posted double-digit sales growth last year, led by its smoke-free division in the U.S., where ZYN is its fastest-growing product.

Philip Morris International traces its history to 2008, when Altria decided to split off its international tobacco business from Philip Morris USA, providing investors direct access to the faster-growing foreign operations. Philip Morris International sells Marlboro cigarettes outside the U.S. as well as brands including Chesterfield, L&M, Lark and Philip Morris, and is one of the world’s biggest tobacco companies.

The company has been expanding into alternative tobacco products that are less harmful than smoking.

Cigarette sales have been declining almost unabated for years because of the health hazards and the stigma attached to smoking. That is pushing PMI and its rivals to seek new revenue sources by investing billions of dollars into e-cigarettes, heated-tobacco devices and other products the companies say are less harmful and can be used more discreetly.

Demand in the U.S. is growing for next-generation tobacco alternatives. Vaping-product sales in U.S. stores tracked by Nielsen increased 11% in the 52 weeks ended April 23 compared with the previous year, according to Goldman Sachs analyst Bonnie Herzog. The U.S. vaping market is led by Juul Labs Inc. and Reynolds American Inc., a subsidiary of British American Tobacco.

Meanwhile, “modern-oral” products such as nicotine pouches and lozenges are driving growth in the oral-tobacco category, which includes traditional chewing tobacco and moist snuff. Sales of Altria’s On! nicotine pouches increased 122% over the same period and Reynolds’s Velo pouches and lozenges were up 47%.

Philip Morris is among the most aggressive in making this pivot toward such products. It aims to generate more than 50% of net revenue from smoke-free products by 2025. Last year its smoke-free portfolio, led by the company’s IQOS devices that heat rather than burn tobacco, accounted for about 29% of net revenue, or $31.4 billion.

The company generates revenue through international sales of its cigarettes, e-cigarettes, heated-tobacco products and nicotine pouches. Nicotine pouches are small packets containing nicotine and flavorings, without any tobacco, that are placed between the lip and gum.

Swedish Match’s other U.S. smokeless-tobacco brands include Longhorn, a type of moist snuff brand, and America’s Best Chew, a chewing-tobacco product.

Last year, Swedish Match’s shipments of cans of nicotine pouches in the U.S. rose 52% from 2020, according to the company’s website. That compares with shipment declines for moist snuff because of higher consumer prices and a shift to nicotine pouches. Chewing-tobacco shipments also fell after an unusual jump in volume in 2020 that likely resulted from the impact of Covid-19 on consumer behavior, according to the company’s website.

Swedish Match’s share of the nicotine-pouch market in the U.S. fell to 64% last year from almost 75% in 2020, suggesting competition is making inroads. Swedish Match is set to report its first-quarter earnings Wednesday.

Philip Morris would be acquiring Swedish Match’s operations that make cigars, matches and lighters, too. Swedish Match had intended to spin off its cigar business as part of a plan to stop making combustible-tobacco products, but in March, the company suspended that effort indefinitely because of “regulatory uncertainties facing the cigar business.”

Acquisitions are proving to be a key part of Philip Morris’s plan to cut its reliance on cigarette sales. A deal for Swedish Match would be at least the fifth—and the largest—since the beginning of last year. Those deals include the $1.24 billion takeover of U.K. pharmaceuticals operation Vectura Group as part of a plan to build a business around inhaled therapeutics.

Write to Ben Dummett at ben.dummett@wsj.com and Cara Lombardo at cara.lombardo@wsj.com

Copyright ©2022 Dow Jones & Company, Inc. All Rights Reserved. 87990cbe856818d5eddac44c7b1cdeb8

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Pope Francis Blames NATO – WSJ

Pope Francis in Vatican city on April 30.



Photo:

vincenzo pinto/Agence France-Presse/Getty Images

Shortly after America’s disastrous withdrawal from Afghanistan,

Pope Francis

quoted former German Chancellor

Angela Merkel

while criticizing the 20-year war: “It is necessary to put an end to the irresponsible policy of intervening from outside and building democracy in other countries, ignoring the traditions of the peoples.”

The problem is that the Pope was quoting

Vladimir Putin,

not Mrs. Merkel. That gaffe came to mind when an Italian newspaper published an interview with the Pope Tuesday.

Francis suggested that perhaps “NATO barking at Russia’s gate” had caused Mr. Putin to invade his neighbor, which doesn’t belong to the alliance. “I have no way of telling whether his rage has been provoked,” he continued. “but I suspect it was maybe facilitated by the West’s attitude.” Asked whether it was right to send weapons so Ukraine can defend itself, the Pope said, “I don’t know,” before criticizing the global arms trade.

Since the invasion, Francis has called for an end to the war and criticized the violence, but he hasn’t directly called out Russia for starting the conflict. Now that he finally speaks, he blames NATO for accepting members that want to avoid being invaded by Russia. What a terrible moral signal to send to dictators.

The Pope said he has requested an audience with Mr. Putin but hasn’t heard back. Asked whether he’d visit Kyiv, he said he must go to Moscow first: “If Putin decided to leave the door open . . . ” This is a pattern. Recall that the Pope declined to meet with U.S. Secretary of State

Mike Pompeo

in 2020, at least partly because of America’s opposition to the Vatican’s egregious deal-making with the Chinese Communist Party.

This isn’t about whether the Vatican aligns perfectly with the West or the U.S. Pope

John Paul II

was a vociferous critic of the 2003 Iraq War but kept the respect of those who remembered his opposition to Soviet imperialism. Consistency matters.

The Pope is the spiritual leader of more than one billion Catholics, but the moral authority behind the papacy—damaged as it is—can still transcend religion from time to time. This makes Francis’s equivocating on Russia’s invasion of Ukraine all the more frustrating for those who recall how powerful a force for good a Pope can be.

Main Street (12/07/20): Hong Kong’s Jimmy Lai goes to jail—and Pope Francis says nothing. Images: Reuters/Zuma Press Composite: Mark Kelly

Copyright ©2022 Dow Jones & Company, Inc. All Rights Reserved. 87990cbe856818d5eddac44c7b1cdeb8

Appeared in the May 4, 2022, print edition.

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‘A recession in the next 12 months is not in our base case’: Stocks got clobbered Friday. Why smart investors focus on the long game

The stock market ended a volatile week on a gloomy note Friday, with the three major U.S. indexes plunging as investors got tripped up in worries like inflation, the Fed’s fight against it and fears of a hard-landing recession.

As confidence got pummeled as well, financial experts recommended that investors not panic, but think about long-term strategies instead.

The Dow Jones Industrial Average
DJIA,
-2.82%
finished down 981 points, or 2.8%, to 33,811.40. Friday’s performance was the index’s worst daily percentage decrease since Oct. 28, 2020, according to Dow Jones Market data.

Meanwhile, the Nasdaq Composite index
COMP,
-2.55%
shrank 2.6% and the S&P 500
SPX,
-2.77%
lost 2.8%.

TGIF, indeed.

See also: ‘Waiting for the perfect moment may not be the best strategy’: 3 things investors should do right now as stocks tumble (again)

Of course, some rattled retail investors could have already said that’s where things have been heading.

Almost 44% of people say the market is moving in a bearish direction, according to the latest weekly sentiment gauge from the American Association of Individual Investors. That’s almost 14 percentage points above the 30.5% historical average on bearish sentiment in the ongoing tracker.

On the other hand, nearly 19% said they were bullish in the week ending April 20. That’s up from a 15.8% read one week earlier. But it’s been May 2016 since bullish feeling in the ongoing tracker hasn’t surpassed 20% for two straight weeks.

Meanwhile, six in 10 investors anticipate an increase in market volatility and seven in 10 say they worry about a recession, according to a poll Nationwide released earlier this week.

In the same poll, roughly four in 10 investors (44%) said they felt more confident in their ability to protect their finances in any upcoming downturn and 38% said they felt confident in their ability to invest in the stock market.

It’s not as if retail investors have some monopoly on the side-eyed view of the market. Investors took $17.5 billion out of global equities during the past week, according to Bank of America. That outflow is the biggest weekly move for the exits this year, they noted.

The difference is, regular investors who are newer to the markets — and maybe started during the pandemic — might not have the same resources or risk tolerance to keep their stomach during shaky moments versus more sophisticated investors, or institutional investors.

Here’s where it’s important to take a breath and avoid doing anything drastic, experts say — especially with the recession talk continuing.

First off, there’s the short-term story.

“While sustained inflation and a more aggressive Fed is a risk to the economy and financial markets, a recession in the next 12 months is not in our base case,” wrote Solita Marcelli, chief investment officer Americas at UBS Global Wealth Management.

The economy can grow even with the series of rate hikes investors are bracing for, and first-quarter earnings results have been “generally good,” Marcelli said in a note.

There is generally an exception, like Netflix
NFLX,
-1.24%
this week reporting a 200,000 net loss of subscribers when analysts were hoping for a 2.5 million subscription addition.

Besides, there’s the long-term story to remember. Think big and think about the long game on investing during downturns and bouts of volatility, said Scott Bishop, executive director of wealth solutions at Avidian Wealth Solutions, based in Houston, Texas.

The downbeat retail investor mood expressed in the surveys and sentiment trackers match what he’s hearing from his clients right now.

Still, Bishop says if people feel it’s time to adjust strategies or cut loses, “It’s time to make tweaks to your portfolio. You should not make wholesale changes.” For example, that means it could be a time to reconsider allocations, take loses for tax loss harvesting. “If you invest your portfolio based on headlines, you will always lose,” he said.

The pandemic feels like it’s stretched much longer, but it’s only been around two years since the COVID-19 market bottom. Then there’s the second part of story for people who stuck the market instead of cashing out.

At a time like this, it’s definitely worth remembering the next chapter in that story, Bishop said. Ultimately, the people who experience the most financial pain are those that “take extreme action , binary action, I’m in or I’m out.”

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