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Ruby Tuesday CEO Steps Down

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Ruby Tuesday CEO J.J. Buettgen has resigned following a summer of restaurant closings and market losses, reports the Knoxville News-Sentinel (Sept. 13). Lane Cardwell has agreed to serve as interim president and CEO until a permanent successor is named. Ruby Tuesday announced last month that the chain planned to close 95 of its underperforming eateries by the end of December in an effort to reduce costs. Ruby Tuesday currently has over 700 restaurants in 44 states, 14 foreign countries, and Guam.

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Time Inc. Names Battista as New CEO, Ripp Stays on as Board Chairman

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"Time Inc., the magazine publisher that owns Time and People, said Tuesday Rich Battista has been promoted to president and CEO, replacing Joe Ripp," notes USA Today (Sept. 13, Yu). Battista joined Time Inc. last year as executive vice president after serving as CEO of Mandalay Sports Media. Ripp, who returned to the company in 2013 to guide Time Inc. through its spinoff from Time Warner, will remain as executive chairman of the board. With print revenue continuing to decline, Time has shuffled resources and staffing in recent months in an effort to generate more digital advertising revenue.

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National Diversity Council Delivers Analysis of Diversity in Texas' Fortune 1000 Companies

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The National Diversity Council has released "Workforce Diversity and Corporate Governance: A Quantitative Analysis of Diversity and Inclusion in Texas Fortune 1000 Companies," states 3BLMedia.com (Sept. 12). The report compares Texas' Fortune 1000 companies against national, state, and local demographics, focusing on female and minority representation in executive leadership and on boards of directors. Dennis Kennedy, founder and chairman of the National Diversity Council, remarks, "Although progress is being made within the general workforce population, Texas still trails national diversity and inclusion norms, especially in positions of executive leadership. Identifying the gaps will assist organizations as they progress towards a more representative workforce." Researchers utilized such resources as census reports, corporate websites, internal contacts, and external diversity associations to gather their data. The Council hopes to publish this report on an annual basis.

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Activist Shareholders Urge ABB to Spin Off Power Grids Unit

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"In a rare move highlighting European blue chips’ vulnerability to activist investors," the Wall Street Journal (Sept. 13, Henning) reports that "two top shareholders in Switzerland's ABB Ltd. are urging the engineering giant to spin off its power-grids unit to streamline operations." According to managers at U.S.-based Artisan Partners and Swedish activist fund Cevian Capital, the move would boost shareholder value by as much as 60 percent. "[A spinoff] would lift the conglomerate discount and reduce complexity," reasons Cevian co-founder Lars Forberg. He added that large conglomerates tend to make decisions too slow and that ABB has long lagged behind its competitors in terms of profitability. An ABB spokeswoman said the company is reviewing its power grid operations and would give an update on the process in early October.

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Middle Class Incomes Had Their Fastest Growth on Record Last Year

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The Washington Post (Sept. 13, Tankersley) reports that the incomes of middle-class Americans rose by 5.2 percent in 2015, the fastest increase recorded by the federal government. Median household income was $56,500 in 2015, up from $53,700 in 2014. Incomes grew the most for the lowest-earning workers, primarily in urban areas. For workers in rural areas, incomes did not rise at all. Overall gains brought median incomes nearly back to their levels before the recession. The Census Bureau also revealed the poverty rate fell by 1.2 percent last year, the steepest drop since 1968.

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Study Finds CEOs Are Compensated More by Conservative Vs. Liberal Boards

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New, first-of-its-kind research from the University of Notre Dame shows that corporate directors' conservative or liberal leanings influence their decisions about CEO pay, reports PhysOrg.com (Sept. 12). The study is titled "The Elephant (or Donkey) in the Boardroom: How Board Political Ideology Affects CEO Pay." It shows that conservative boards as compared with liberal boards generally pay their chief executives more and are more likely to consider recent company performance when determining that compensation. "The researchers used publicly available political donation data to assign liberalism-conservatism scores for directors serving on S&P 1500 company boards," notes the publication, "and examined annual CEO pay for a sample of more than 4,000 CEOs from 1998 to 2013."

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SoCal Gas to Pay $4 Million Settlement Over Massive Porter Ranch Gas Leak

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"Southern California Gas Co. agreed to pay $4 million to settle criminal charges over the massive gas leak near Porter Ranch last year," reports the Los Angeles Times (Sept. 13, Walton), "but the utility still faces potentially costly civil actions from both residents and regulators." The settlement effectively brings to a close a prosecution brought by the L.A. County district attorney's office, which charged the company with failing to properly notify authorities when the biggest recorded methane leak in American history initially occurred. The leak forced thousands to flee their houses for months as officials labored to cap it. According to SEC filings, the leak has cost the utility more than $700 million. "But the utility is still dealing with more than 100 lawsuits representing thousands of residents, some of whom say the leak caused health problems and reduced the value of their homes," adds the Times.

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Renesas Bets on Smarter Cars With $3 Billion Intersil Purchase

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Renesas Electronics Corp. has inked a $3.2 billion deal to purchase U.S. chipmaker Intersil Corp., states Bloomberg (Sept. 13, Alpeyev, Amano), looking to carve out a bigger niche for itself as a provider of chips for automobiles. The move comes as cars become increasingly loaded with technology. Renesas counts Ford Motor Co., Nissan Motor Co. and Toyota Motor Corp. among its customers. "Intersil's product lineup includes semiconductors that manage battery voltage in hybrid and electric vehicles and operate on-board cameras and displays," notes the publication.

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Texas Gov. Appoints Three to Judicial Compensation Commission, Including NACD's Cestero

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Texas Governor Greg Abbott this week made three appointments to the state's Judicial Compensation Commission for terms set to expire Feb. 1, 2021, notes Time Warner Cable News (Sept. 13). They included Alejandro "Alex" Cestero and Scott Salmans. In addition, he reappointed Bill Strawn to continue serving as chair. The commission is charged with recommending the proper salaries that will be paid for all justices and judges of the Texas Supreme Court, Courts of Appeals, Court of Criminal Appeals, and state district courts. Cestero is general counsel and chief compliance officer for Frank's International N.V. and is a corporate member of the National Association of Corporate Directors.

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Check Board Performance, Not Just the Box

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NACD's custom, facilitated board evaluations have helped hundreds of boards confidentially assess their composition, their group’s dynamics, and the individual and collective engagement and performance of their members. Our unique approach serves as the foundation for building and maintaining a strategic-asset board. To discuss how NACD can customize an evaluation for your board, please contact Steve_Walker@NACDonline.org, or call 202-572-2081.

Bayer Signs Deal Worth Close to $66 Billion to Buy Monsanto

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A Reuters (Sept. 14, Roumeliotis) confirms that Germany's Bayer has won over Monsanto's management with its nearly $66 billion, or $128 per share, cash offer to acquire the global seed market leader. The combined entity will command over 25 percent of the combined world market for seeds and pesticides. The Bayer deal "includes a fee of $2 billion should the transaction fail to get regulatory clearance as planned," the wire service adds. The deal is now on track to close by the end of next year. It will rank as the biggest transaction of all time involving a German buyer, trumping Daimler's merger deal with Chrysler in 1998 that valued the U.S. automaker at more than $40 billion.

BBC News (Sept. 14) adds that combining Bayer and Monsanto will make it the market leader in the United States, Asia, and Europe. Monsanto is mainly known for its genetically modified seeds for such crops as corn, cotton, soybeans, wheat, and sugar cane. "Such seeds have attracted criticism from some environmental activists," BBC points out.

Bloomberg (Sept. 14, Kirchfeld, Kresge, Nair) recalls that Bayer initially made an unsolicited offer for Monsanto of $122 a share back in May, then hiked that two months later to $125 a share. The two proposals were rejected by Monsanto as being too low. Soon after, Monsanto granted access to some financial accounts to conduct due diligence prior to Bayer coming back with its third offer. "One impetus for Monsanto is the company's ambition to become a one-stop shop for farmers," states Bloomberg, "and to sell a comprehensive array of fertilizers and seeds to be used in conjunction with big data applications."

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Health Care Costs Still Push Americans Into Poverty

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The U.S. Census Bureau's latest Supplemental Poverty Measure shows that the steep costs of health care continue to push millions of Americans into poverty, reports CBS News (Sept. 14, Konrad). This additional measure, first reported in 2010 using the previous year's data, calculates the poverty rate under different scenarios beyond the official numbers. It adds income from such sources as Social Security and tax credits and subtracts real-life expenses like medical bills and work costs. "When medical expenses, defined as insurance premiums, co-pays, co-insurance, prescription drug costs, and other uncovered medical costs are included, 11.2 million -- or 3.5 percent -- more people are defined as living in poverty in 2015 than the official statistics show," CBS notes.

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United Technologies Board Hands Chairman Title to CEO Hayes

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Bloomberg (Sept. 14, Clough) is reporting that United Technologies Corp.'s board of directors has elected CEO Greg Hayes to also serve as chairman. The 55-year-old succeeds Edward Kangas, who will stay on as independent lead director. Hayes, who has been CEO of the Connecticut-based company since November 2014, "has streamlined our business portfolio, optimized our organization and positioned the company for sustained long-term growth," Kangas wrote in an official statement. Hayes has been with United Technologies for 27 years, including six as CFO.

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Which Chicago-Area Companies Offer the Best Adoption Benefits?

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The Dave Thomas Foundation this week released its annual list of the country's top 100 adoption-friendly workplaces, reports the Chicago Tribune (Sept. 14, Elejalde-Ruiz). A total of 13 Chicago-area companies made the list, including third-ranked Abbott Laboratories. Companies are ranked according to how much financial assistance and paid leave they offer for adoption. Not surprisingly, Wendy's tops all of the 160 employers who applied with six weeks of paid time off and a $30,000 reimbursement. "Adoption benefits have grown as a workplace perk and, with less than 1 percent of eligible employees actually using them, they are cost-effective," the foundation states. The nonprofit was created by the late Wendy's founder Dave Thomas, who himself was adopted, to help find homes for foster kids.

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Ford Moving All Production of Small Cars From U.S. to Mexico

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Ford Motor announced Wednesday that it is shifting all North American small vehicle production from the United States to Mexico, reports USA Today (Sept. 14, Gardner, Snavely). Additionally, CEO Mark Fields said the automaker is committing $4.5 billion to develop more than a dozen new electrified models by the end of the decade. "Over the next two to three years, we will have migrated all of our small car production to Mexico and out of the United States," Fields stated. For decades, domestic manufacturers have struggled to make a profit on small cars. Shifting their assembly to Mexico can cut costs. However, it also puts Ford and the automotive industry back in the political crosshairs. Republican presidential nominee Donald Trump, in particular, has singled out Ford for moving American jobs to Mexico.

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Companies Might Have to Disclose Their Carbon-Related Risks

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"As more of the world’s biggest economies move toward pricing carbon," the Wall Street Journal (Sept. 14, Cherney) states, "pressure is growing to require companies to make public what their carbon footprints could actually cost them." Economic officials and market regulators in the United States and abroad are discussing possible new rules for reporting climate-related risks that companies face. With energy and environmental policies evolving, new costs for businesses could include carbon emissions taxes and expanded use of so-called carbon markets in which emissions allowances are traded. "Many government officials, meanwhile, are concerned not just about the threat of such costs for individual companies, but the threat for entire financial systems," notes the newspaper. One of the most closely watched developments is an SEC effort to re-examine its disclosure rules for public companies, most notably whether to require mandatory disclosure of risks related to climate change.

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Berkshire Hathaway Gets Slapped With an $18 Million Lawsuit

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Berkshire Hathaway Inc. and its underwriters have been sued by New York-based Breakaway Courier Systems over an alleged scheme to misuse premiums that were supposed to fund its workers’ compensation coverage, reports Fortune (Sept. 14, Shen). Breakaway says it was led to believe that funds for a discounted insurance package were being placed in "protected cells" and would eventually be returned. Instead, Berkshire allegedly siphoned the premiums through a web of under-collateralized shell companies. The courier service paid $863,048 over three years to its injured employees and is now demanding at least $18 million in damages from Berkshire.

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EU Leaders Propose New Copyright, Communications Laws

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"European Union leaders on Wednesday proposed overhauling the bloc’s copyright and communications rules, which govern areas including music licensing and emergency phone calls, in an effort to shift power from Silicon Valley giants to traditional media and telecom businesses," reports the Wall Street Journal (Sept. 14, Schechner, Woo). The proposals came in the form of a couple of big packages of legislation from the EU's executive arm. The copyright proposals would grant news publishers new online rights to their articles, making it easier for them to negotiate payment when such aggregators as Alphabet Inc.'s Google post snippets of their articles online. The telecom proposals, meanwhile, seek to spur private investments throughout Europe, particularly in rural areas, by making it easier for telecom firms to profit from mobile and fixed networks they build and by granting cellular-airwave licenses for longer stretches.

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Time Warner's Turner Broadcasting Unit Buys Commercial-TV Rights to the Complete 'Star Wars' Library

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In a multi-year agreement, the Wall Street Journal (Sept. 14, Flint) reports that Time Warner Inc.'s Turner Broadcasting unit has acquired the commercial-TV rights to the complete library of "Star Wars" movies, including four future theatrical releases. "All but one of the 'Star Wars' titles are controlled by Walt Disney Co. through its $4.05 billion acquisition of franchise creator George Lucas' Lucasfilm Ltd. in 2012," the newspaper points out. The rights to the original 1977 film belong to 21st Century Fox. Terms of the deal were not disclosed, but Journal sources close to the matter said the price tag for Turner Broadcasting is around $275 million depending on the performance of the future releases. Collectively, the "Star Wars" movies have grossed more than $6 billion in global box office receipts. The next in the series, "Rogue One: A Star Wars Story," is scheduled for release this December.

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Anne H. Kaiser Elected to State Bank Financial Corporation Board of Directors

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EconoTimes (Sept. 13) confirms that Anne H. Kaiser has been elected to the board of directors of State Bank Financial Corp. and its subsidiary bank, State Bank and Trust Company. Kaiser currently serves as the vice president of Community and Economic Development for Georgia Power, spearheading the utility's efforts to recruit new industry to Georgia and help existing industries grow. She is a graduate of the National Association of Corporate Directors' programming.

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