Open MIC

Open MIC

@openmicmedia.bsky.social

Open MIC (Open Media and Information Companies Initiative) works to foster greater corporate accountability in the deployment and use of digital technologies.

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Meta already has dual-class shares, giving Zuckerberg and a few others 10x the voting power of a normal shareholder. This move pushes the company farther away from accountability and more into a "founder king" structure.

What they want is to have the access to outside capital of a public company, but the control of a private company.” -Corp. governance expert & film critic @nellminow.bsky.social poses a key question for Paramount/Warner Bros investors moving toward the merger: Who can you trust with your money?

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In Minow's remarks: • Public markets depend on investors having confidence that those entrusted with their capital will protect their interests. • Boards have fiduciary responsibilities to shareholders intended to provide critical protections against conflicts of interest.

• Paramount Skydance is using—and creating—loopholes that weaken those protections. • The result could give insiders the benefits of public capital while retaining the control associated with a private company.

What they want is to have the access to outside capital of a public company, but the control of a private company.” -Corp. governance expert & film critic @nellminow.bsky.social poses a key question for Paramount/Warner Bros investors moving toward the merger: Who can you trust with your money?

If the merger does go ahead (Paramount Skydance CEO David Ellison wants to list the merged company on NYSE by early October) shareholders will face a top-heavy governance structure that effectively shuts them out of the decision-making process.

Jensen Huang touts data centers as huge moneymakers ($40-50 billion/ year in rents after a $50 billion investment), but he suggests that the builders can win over local communities by renovating roads, schools, and parks, and reminding people that their property taxes will be lower.

But in reality, community opposition to data centers creates uncertainty that ripples across tech sectors, and the spike in energy demand could have far-reaching effects on the economy. AI hyperscalers like Nvidia must offer more than pothole filler.

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Speaking at our Investor Briefing on the topic of the merger, Timm argues: • Defending journalists’ First Amendment rights is both a matter of principle and good business. • Government interference in journalism can damage a media company’s product, reputation and value.

@freedom.press is serving as co-counsel in a shareholder lawsuit that contends reported dealings involving the Ellisons and President Trump expose the company to potential liability, reputational damage and loss of key personnel.

As just one example, the fate of CNN is closely tied to the merger: the network Trump often rails against would be owned by one of this allies. Recently, the merger took a step forward as a group of states that sued to stop the merger agreed to settlement terms proposed by Paramount ownership.

Companies are delaying their IPOs due to negative investor sentiment towards data centers. While tech giants like Meta and Oracle plan to spend trillions on their own data-center infrastructure, their smaller partners like SB Energy and Holtec are stalled without support from Wall Street.

“It just takes one successful challenge in those six markets. That's all it takes to stop this deal. So in other words, you need to win six rounds of sudden death penalty kicks.” @bedoyausa.bsky.social describes the legal challenges facing the proposed Paramount–Warner Brothers merger

In his remarks, Bedoya argues: • The companies face legal challenges involving multiple distinct markets • Clearing those hurdles would require prevailing repeatedly • A separate shareholder lawsuit in Delaware Chancery Court adds another dimension to the legal risk

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• Los Angeles County lost 42,000 entertainment industry jobs between 2022 and 2024, while the Writers Guild documented the loss of 1,319 television writing jobs in a single season.

• Investors, as stewards of the companies they invest in, should be asking whether the deal is good not only for the media industry and its workforce, but for shareholders themselves.

We're getting ready for the Emerging Markets Investors' Alliance Sustainability and Governance Conference--less than a week away. Open MIC Executive Director Audrey Mocle will take part in the panel "Volatility and Governance in the Age of AI." Hope to see you there!

Open MIC and ICCR recently hosted a webinar on the Paramount + Warner Brothers merger. This week, Paramount asked states that filed a lawsuit for a $1.88 billion bond to cover costs of delays. Webinar panelists shared varied perspectives on the unprecedented merger plan 🧵👇

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⚪ Nell Minow, film critic and corporate governance scholar What they want is to have the access to outside capital of a public company, but the control of a private company. It's a win-win for the insiders, but a lose-lose for everyone else.

⚪ Trevor Timm, press freedom activist "Media organizations should be strongly defending the first-amendment rights of their journalists. That's not just a principle decision, it's a good business decision, and media owners who abandon that principle should stay out of the news business altogether."

Open MIC and ICCR recently hosted a webinar on the Paramount + Warner Brothers merger. This week, Paramount asked states that filed a lawsuit for a $1.88 billion bond to cover costs of delays. Webinar panelists shared varied perspectives on the unprecedented merger plan 🧵👇

⚪ Mark Ruffalo, actor and activist: "I would urge you to use your platform to question these companies about this deal: not only whether or not it's good for the media industry and its workforce, but also whether or not it's good for you, the shareholders."

⚪ Alvaro Bedoya, former FTC commissioner "Paramount is on a legal gauntlet...That gauntlet is not starting in a good place, and, fourth, that gauntlet may not end where people think it is going to end. This is going to drag out for a very long time and take lots of different dimensions."

Speakers include: • Mark Ruffalo, actor and activist • Nell Minow, corporate governance expert • Alvaro Bedoya, former FTC Commissioner • Trevor Timm, Freedom of the Press Foundation

To date, state-level AI regulations have fallen into the following categories: 🟢 Child Safety 🟢 Protecting Privacy 🟢 Public Safety 🟢 Harmful Content 🟢 Automated Decision Making 🟢 Autonomous Vehicles 🟢 Transparency 🟢 Consumer Protection Swipe for details ▶️

For AI companies, it's no longer the lawless frontier. From state regulation to a growing wave of litigation, the legal landscape is rapidly reshaping the risks facing AI companies. Swipe for key points from our recent investor brief ▶️

Looks like Google finally needs to doing something about the slop coming out of its AI Overviews. The company is facing pressure from both investors and courts 🧵⬇️