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Column: California employers wrap themselves in the 1st Amendment to kill a pro-worker law

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Column: California employers wrap themselves in the 1st Amendment to kill a pro-worker law

It’s always heartening to see the business establishment stand up for constitutional principles.

Well, almost always. Among the exceptions is when business leaders wrap themselves in the Constitution to secure their own privileges at the expense of the public interest.

That’s the case with a curious little lawsuit the California Chamber of Commerce and California Restaurant Assn. dropped in Sacramento federal court on New Year’s Eve. Their target is Senate Bill 399, otherwise known as the California Worker Freedom from Employer Intimidation Act, which was signed by Gov. Newsom on Sept. 27 and took effect on New Year’s Day.

It should be clear…that a captive-audience meeting is an extraordinary exercise and demonstration of employer power over employees.

— National Labor Relations Board

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The law is straightforward. It bans “captive audience meetings,” which are those scheduled by employers to ply workers with religious, political and (especially) anti-union propaganda. Nothing in the law bars employers from holding such meetings when worker attendance is voluntary. The “captive” part, the law specifies, is when employees face “discharge, discrimination, retaliation, or any other adverse action” for failing to attend.

As my colleague Suhauna Hussain has reported, 10 other states have implemented similar bans. So far, they’ve survived legal challenges. Bans on captive meetings are under consideration in at least five other states. They also were outlawed by the National Labor Relations Board with a ruling on Nov. 13, overturning an anti-union policy dating from 1948. The 3-1 ruling, with the board’s Democratic members in the majority and its sole Republican in dissent, involved Amazon.com’s campaign against a union organizing drive at New York-area facilities. Amazon has said it will appeal the ruling.

Captive audience meetings are among “the most pernicious and coercive tactics an employer can use to browbeat and intimidate workers into voting against a union,” says William B. Gould IV, an emeritus professor of law at Stanford and a former chairman of the NLRB and the California Agricultural Labor Relations Board.

The NLRB’s November ruling applied to captive meetings involving unionization drives, which fall within the board’s jurisdiction. The California law goes further by bringing meetings involving political and religious matters into the mix. But the state laws and the NLRB’s ruling make the same distinctions between meetings at which attendance is voluntary, and those that workers are required to attend on pain of discipline. The first are legal, the second illegal.

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Since they were seemingly blessed by the NLRB in 1948, captive audience meetings have become “a common feature” of corporate anti-union campaigns, the board observed in the Amazon case. A 2009 study of 1,004 NLRB-supervised union representation elections cited in its ruling found that captive audience meetings had been held in 89% of cases; more than half of the employers had held more than five “in the runup to an election.”

The Amazon campaign is a good example. In opposing the unionization drive, which was ultimately successful, Amazon scheduled mandatory meetings every 45 minutes, six days a week at the Staten Island, N.Y., warehouse where the drive originated. At these meetings, company representatives delivered speeches attacking unions in general and the Amazon union drive specifically.

The NLRB found that “managers personally notified employees that they were scheduled to attend, escorted them to the meetings, and scanned their ID badges to digitally record attendance.”

Amazon’s activities prompted the board to reconsider the 1948 policy, which was set forth in a case involving the boiler company Babcock & Wilcox. The board noted that the 1948 finding that captive audience meetings didn’t violate labor law was “largely unexplained” and “flawed” under the law. So it was bound to be overturned.

In its detailed analysis of the topic, the board cited numerous past board rulings and Supreme Court decisions that say that employers have the right to express their opinions about unions and unionization, but not to compel employees to listen.

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“It should be clear,” the board found, “that a captive-audience meeting is an extraordinary exercise and demonstration of employer power over employees,” especially when the employees’ decisions on whether to join the union is at issue.

That brings us back to the lawsuit the Chamber and Restaurant Assn. filed in Sacramento federal court. The lawsuit asserts that any ban on mandatory meetings infringes the employers’ free-speech rights as enshrined in the 1st Amendment. (State officials haven’t yet filed a response.)

“Because of SB 399,” the plaintiffs say, “employers in California are now subject to liability, penalties, and other administrative action when they exercise their federal constitutional and statutory rights to talk to employees.”

We think the plaintiffs do protest too much, to quote Shakespeare. The California law does nothing of the kind.

“Under the bill, employers are not prevented from speaking to employees in any way on any subject, including about religious and political matters,” the AFL-CIO stated in a legal memo for the California Labor Federation, which supports the law.

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It’s worth remembering that employers — notably restaurant owners — aren’t above using dubious claims to attack pro-worker initiatives. Back in June, I reported that fast food franchise owners asserted that California’s $20 minimum wage for fast food workers had cost the state 10,000 jobs in that sector, going back to September 2023, when Newsom signed the law.

I documented that the statistic was false; it was the product of a misinterpretation of government employment statistics that appeared initially in the Wall Street Journal and was repeated by UCLA economics professor Lee Ohanian for an essay on the Hoover Institution website. (Hoover subsequently retracted Ohanian’s essay, which had been specifically cited by the fast food camp for a newspaper ad.)

The plaintiffs may have a stronger argument in their assertion that California’s law governing employer rights in unionization cases is preempted by federal law, namely the 1935 National Labor Relations Act.

The AFL-CIO memo argues that California, like any state, has the right to set “minimum employment standards” for workers in the state. The examples it cites, however, are matters such as child labor laws, minimum wages and occupational safety and health standards, though it also maintains that since states can bar the firing of workers for improper reasons such as race, it can bar discharges for failing to attend a mandatory meeting.

Gould, for one, thinks the plaintiffs may have a point, based on a 1959 Supreme Court ruling that gave the NLRB exclusive jurisdiction over unionization issues unless the board disavows an interest. The issue might well be headed for the Supreme Court for another look.

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That might not matter if the NLRB’s decision in the Amazon case stands. But a Trump-dominated labor board, which appears to be preordained, could overturn the Amazon ruling, just as the Biden board overturned Babcock & Wilcox. That might not be the worst change in labor policy for workers as Trump succeeds Biden, who may have been the most pro-union president in history. But it won’t be good.

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Paramount credit downgraded to ‘junk’ status over debt worries

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Paramount credit downgraded to ‘junk’ status over debt worries

Paramount Skydance’s jubilation over its come-from-behind victory to claim Warner Bros. Discovery has entered a new phase:

Call it the deal-debt hangover.

Two major ratings agencies have raised concerns about Paramount’s credit because of the enormous debt the David Ellison-led company will have to shoulder — at least $79 billion — once it absorbs the larger Warner Bros. Discovery, bringing CNN, HBO, TBS and Cartoon Network into the Paramount fold.

Fitch Ratings said Monday that it placed Paramount on its “negative” ratings watch, and downgraded its credit to BB+ from BBB-, which puts the company’s credit into “junk” territory. Fitch said it took action due to “uncertainty” surrounding Paramount’s $110-billion deal for Warner Bros. Discovery, which the boards of both companies approved on Friday.

S&P Global Ratings took similar action.

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To finance the Warner takeover, Ellison’s billionaire father, Larry Ellison, has agreed to guarantee the $45.7 billion in equity needed. Bank of America, Citibank and Apollo Global have agreed to provide Paramount with more than $54 billion in debt financing.

“Potential credit risks include the prospective debt-funded structure, Fitch’s expectation of materially elevated leverage and limited visibility on post-transaction financial policy and capital structure,” Fitch said.

Late last week, Paramount sent $2.8 billion to Netflix as a “termination fee” to officially end the streaming giant’s pursuit of Warner Bros. That payment paved the way for Warner and Paramount’s board to enter into the new merger agreement.

Paramount hopes the merger will be wrapped up by the end of September. It needs the approval of Warner Bros. Discovery shareholders and regulators, including the European Union.

Paramount executives acknowledged this week the new company would emerge with $79 billion in debt — a considerably higher total than what Warner Bros. Discovery had following its spinoff from AT&T. That 2022 transaction left Warner Bros. Discovery with nearly $55 billion of debt, a burden that led to endless waves of cost-cutting, including thousands of layoffs and dozens of canceled projects.

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Warner still has $33.5 billion in debt, a lingering legacy that will be passed on to Paramount.

Paramount plans to restructure about $15 billion in Warner Bros. Discovery’s existing debt.

Paramount CEO David Ellison at a 2024 movie premiere for a Netflix show.

(Evan Agostini / Invision / AP)

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Paramount told Wall Street it would find more than $6 billion in cost cuts or “synergies” within three years — a number that has weighed heavily on entertainment industry workers, particularly in Los Angeles.

Hollywood already is reeling from previous mergers in addition to a sharp pullback in film and television production locally as filmmakers chase tax credits offered overseas and in other states, including New York and New Jersey.

Some entertainment executives, including Netflix Co-Chief Executive Ted Sarandos, have speculated that Paramount will need to find more than $10 billion in cost cuts to make the math work. More recently, Sarandos went higher, telling Bloomberg News that Paramount may need $16 billion in cuts.

Cognizant of widespread fears about additional layoffs, Paramount Chief Operating Officer Andrew Gordon took steps this week to try to tamp down such concerns.

Gordon is a former Goldman Sachs banker and a former executive with RedBird Capital Partners, an investor in Paramount and the proposed Warner Bros. deal. He joined Paramount last August as part of the Ellison takeover.

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During a conference call Monday with analysts, Gordon said Paramount would look beyond the workforce for cuts because the company wants to maintain its film and TV production levels.

Paramount plans to look for cost savings by consolidating the “technology stacks and cloud providers” for its streaming services, including Paramount+ and HBO Max, Gordon said. The company also would search for reductions in corporate overhead, marketing expenses, procurement, business services and “optimizing the combined real estate footprint.”

It’s unclear whether Paramount would sell the historic Melrose Avenue lot or simply centralize the sprawling operations onto the Warner Bros. and Paramount lots in Burbank and Hollywood.

Workers are scattered throughout the region.

HBO, owned by Warner Bros. Discovery, maintains its West Coast headquarters in Culver City; CBS television stations operate from CBS’ former lot off Radford Avenue in Studio City; and CBS Entertainment and Paramount cable channels executive teams are located in a high-rise off Gower Street and Sunset Boulevard, blocks from the Paramount movie studio lot.

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“The combination of PSKY and WBD could create a materially stronger business than either individual entity,” Standard & Poor’s said in its note to investors. “However, this transaction presents unique challenges because it would involve the combination of three companies, with the smallest, Skydance, being the controlling entity.”

David Ellison’s production firm, Skydance Media, was the entity that bought Paramount, creating Paramount Skydance.

Ellison has not announced what the combined company will be called.

Paramount shares closed down more than 6% Tuesday to $12.45.

Warner Bros. Discovery fell 1% to $28.20. Netflix added less than 1% to close at $97.70.

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Commentary: Trump Media’s financial report revives doubts for investors

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Commentary: Trump Media’s financial report revives doubts for investors

So much Trump-related news has appeared lately on the airwaves and in web pixels — what with Iran and Epstein and Minnesota and so on — that inevitably a nugget will fall between the cracks.

That seems to have been the fate of the most recent annual financial report of Trump Media and Technology Group, which covered calendar year 2025 and was issued Friday.

Trump Media, which is 52% owned by Donald Trump and trades on Nasdaq with a ticker symbol based on his initials (DJT), is the holding company for Trump’s social media platform, Truth Social.

The value of TMTG’s brand may diminish if the popularity of President Donald J. Trump were to suffer.

— A risk factor disclosed by Trump Media

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The annual financial disclosure has garnered minimal press coverage. That’s a pity, because it makes fascinating reading, though not in a good way.

Here are the top and bottom lines from the 10-k annual report: Trump Media lost $712.1 million last year on revenue of about $3.7 million. That’s quite a bit worse than its performance in 2024, when it lost $409 million on revenue of about $3.6 million. The company attributed most of the flood of red ink to “loss from investments,” of which more in a moment.

Truth Social isn’t an especially strong keystone of this operation. The platform is chiefly an outlet for Trump’s social media ramblings and the occasional official White House statements. But no one has to sign in to Truth Social to see them — they’re almost invariably picked up by the news media or reposted by users on other platforms such as X.

That might explain Truth Social’s relatively scrawny user base. The platform is estimated to have about 2 million active users, according to the analytical firm Search Logistics. By comparison, X has about 450 million monthly active users and Facebook has more than 2.9 billion.

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It’s no mystery, then, why TMTG disdains “traditional performance metrics like average revenue per user, ad impressions and pricing, or active user accounts, including monthly and daily active users,” according to its annual report.

Relying on those metrics, which are used to judge TMTG’s social media rivals, “might not align with the best interests of TMTG or its stockholders, as it could lead to short-term decision-making at the expense of long-term innovation and value creation.”

Instead, the company says it should be evaluated based on “its commitment to a robust business plan that includes introducing innovative features, new products, new technologies.” But it also acknowledges that, at its heart, TMTG is a proxy for “the reputation and popularity of President Donald J. Trump.” The company warns that “the value of TMTG’s brand may diminish if the popularity of President Donald J. Trump were to suffer.”

How has that played out in real time? Trump Media notched its highest closing price as a public company, $66.22, on March 27, 2024, the day after its initial public offering. In midday trading Monday, the shares were quoted at $11.08, for a loss of 83% since the IPO.

One can’t quibble with stock market price quotes; nor can one finagle annual profit and loss statements, at least not without receiving questions, and perhaps lawsuit complaints, from attentive investors and the Securities and Exchange Commission.

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In recent months, TMTG has engaged in a number of baroque financial transactions.

In May, the company announced that it was planning to raise $3.5 billion from institutions to invest in bitcoin, with the money to come from issues of common and preferred shares. The goal was to climb onto the cryptocurrency train, which Trump himself was fueling by, among other things, issuing an executive order promoting the expansion of crypto in the U.S. and denigrating enforcement efforts by the Biden administration as reflecting a “war on cryptocurrency.”

Under Trump, federal regulators have dropped numerous investigations related to cryptocurrencies. Trump has also talked about creating a government crypto strategic reserve, which would entail large government purchases of bitcoin and other cryptocurrencies; a March 3 announcement on that subject briefly sent bitcoin prices soaring by nearly 20%, though they promptly fell back.

Then there’s TMTG’s relationship with Crypto.com, a Singapore-based crypto “service provider” best known to Angelenos unfamiliar with the crypto world as the firm with naming rights to the Los Angeles arena that hosts the NBA Lakers and Clippers, WNBA Sparks and NHL Kings.

In August, Crypto.com and TMTG announced a deal in which TMTG would pursue a crypto treasury strategy consisting mostly of Cronos tokens, a cryptocurrency sponsored by Crypto.com. The initial infusion would consist of 6.4 billion Cronos valued at $1 billion, or about 15.8 cents per Cronos.

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As of Dec. 31, TMTG said in its 10-K, it owned 756.1 million Cronos, acquired at a cost of about $114 million, or 15 cents each. By year’s end, they were worth only about nine cents each, for a paper loss of about $46 million. In trading this week, Cronos was quoted at about 7.6 cents, producing a paper loss for TMTG of about $56.5 million, or roughly half the investment.

The financial maneuvering involved in this trade is a little dizzying. The initial transaction was a 50% stock, 50% cash trade in which Crypto.com bought $50 million in TMTG stock and TMTG bought $105 million in Cronos. Who gained in this deal? It’s almost impossible to say.

Crypto.com did gain, if not purely in cash, then arguably through the Trump administration’s good graces.

On March 27, the SEC formally closed an investigation of the company that it had launched during the Biden administration, when the agency was headed by a known crypto skeptic, Gary Gensler. Trump appointed a crypto-friendly regulator, Paul Atkins, as Gensler’s successor.

It’s reasonable to note that as a business model, crypto treasuries have been in vogue over the last year or so, allowing investors to play the crypto market without all the complexities of actually buying and holding the digital assets by buying shares in treasury companies.

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I asked Crypto.com whether the steady decline in Cronos’ price suggested that the hookup with TMTG wasn’t bearing fruit. “The fluctuation in value during this time period is consistent with the entire crypto market, which is typical in a bear market,” company spokeswoman Victoria Davis told me by email.

Davis also asserted that the SEC’s investigation of the company had been closed by Gensler, “not the current administration” (i.e., Trump). That’s misleading, at best. Gensler put the investigation on hold after the 2024 election, when it became clear that Trump was going to be in charge.

Crypto.com’s March 27 announcement of the formal end of the case attributed the action to “the current SEC leadership” and blamed the case on “the previous administration.” I asked Davis to explain the discrepancy but got no reply.

TMTG, like Crypto.com, attributed the decline in Cronos’ value to the secular bear market raging in the entire cryptocurrency space, a reflection of “temporary price swings across the crypto market,” said TMTG spokeswoman Shannon Devine. She said the price decline “will not diminish our enthusiasm for the enormous potential of the [CRONOS] ecosystem.”

Trump’s coziness with crypto companies hasn’t gone unnoticed by Democrats on the House Judiciary Committee, who issued a scathing report on the topic in November. (The White House scoffed at the report, saying in response to the report that Trump “only acts in the best interests of the American public.”)

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In mid-December, TMTG launched yet another remaking — this time, plunging into the business of fusion power. The instrument is TAE Technologies, a Foothill Ranch-based company working to develop the technology of nuclear fusion as a clean energy source. According to a Dec. 18 announcement, TMTG and TAE will merge, creating what they say is a $6-billion company.

According to the announcement, TMTG will contribute $200 million to the merged company when the deal closes in mid-2026, and an additional $100 million subsequently. Following the merger, TMTG said last month, it will consider spinning off Truth Social into a new publicly traded company.

These arrangements are murky. TAE is privately held and the value of Truth Social is conjectural at best, so TMTG shareholders could be hard-pressed to assess their gains or losses from the merger and spin-off.

What makes them even murkier is the speculative nature of fusion as an electrical power source. Although numerous companies have leaped into the field — and TAE, which has been backed by Alphabet, the parent of Google, is among the oldest — none has shown the capability of generating electrical power at commercial scale with the elusive technology.

Although some researchers say that fusion could become a technically and economically feasible power source within 10 years, only in 2022 did fusion researchers (at Lawrence Livermore National Laboratory) achieve the goal of using fusion to produce more energy than is required to sustain a reaction. They were able to do so only for less than a billionth of a second.

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Others working on the technology have expressed doubts that fusion could become a viable power source before the 2040s. The technical challenges, including how to convert the energy produced by a fusion reactor into electricity, remain daunting.

All this points to the fundamental question of what TMTG is supposed to be. TMTG’s original mission, according to its own publicity statements, was to build Truth Social into an alternative social media platform “to end Big Tech’s assault on free speech by opening up the Internet.”

Spinning off Truth Social would place that goal on the side. TMTG is on its way too becoming a hodgepodge of crypto, fusion and other investments selected without regard to whether they fit together or are even achievable. The only constant is Trump himself.

If you want to invest in him, TMTG may be the best way to do it. But judging from its latest financial disclosure, that’s not the same as being a good way to do it.

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California gas is pricey already. The Iran war could cost you even more

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California gas is pricey already. The Iran war could cost you even more

The U.S. attack on Iran is expected to have an unwelcome impact on California drivers — a jump in gas prices that could be felt at the pump in a week or two.

The outbreak of war in the Middle East, which virtually closed a key Persian Gulf shipping lane, spiked the price of a barrel of Brent crude oil by as much as $10, with prices rising as high as $82.37 on Monday before settling down.

The price of the international standard dictates what motorists pay for gas globally, including in California, with every dollar increase translating to 2.5 cents at the pump, said Severin Borenstein, faculty director of the Energy Institute at UC Berkeley’s Haas School of Business.

That would mean drivers could pay at least 20 cents more per gallon, though how much damage the conflict will do to wallets remains to be seen.

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“The real issue though is the oil markets are just guessing right now at what is going to happen. It’s a time of extreme volatility,” Borenstein said. “We don’t know whether the war will widen or end quickly, and all of those things will drive the price of crude.”

President Trump has lauded the reduction of nationwide gas prices as a validation of his economic agenda despite worries about a weak job market and concerns of persistent inflation.

The upheaval in the Middle East could be more acutely felt in the state.

Californians already pay far more for gas than the rest of the country, with the average cost of a gallon of regular at $4.66, up 3 cents from a week ago and 30 cents from a month ago, according to AAA. The current nationwide average is about $3 per gallon.

The disruption in international crude markets also comes as refiners are switching to producing California’s summer-blend gas, which is less volatile during the state’s hot summers. The switch can drive up the price of a gallon of gas at least 15 cents.

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The prices in California are largely driven by higher taxes and a cleaner, less polluting blend required year-round by regulators to combat pollution — and it’s long been a hot-button issue.

The politics were only exacerbated by recent refinery closures, including the Phillips 66 refinery in Wilmington in October and the idling and planned closure of the Valero refinery in Benicia, Calif., which reduced refining capacity in the state by about 18%.

California also has seen a steady reduction in its crude oil production, making it more reliant on international imports of oil and gasoline.

In 2024, only 23.3% of the crude oil refined in the state was pumped in California, with 13% from Alaska and 63% from elsewhere in the world, including about 30% from the Middle East, said Jim Stanley, a spokesperson for the Western States Petroleum Assn.

“We could see a supply crunch and real price volatility” if the Middle East supply is interrupted, he said.

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The Strait of Hormuz in the Persian Gulf, through which about 20% of the world’s oil passes, was virtually closed Monday, according to reports. Though it produces only about 3% of global oil, Iran has considerable sway over energy markets because it controls the strait.

Also, in response to the U.S. attack, Iran has fired a barrage of missiles at neighboring Persian Gulf states. Saudi Arabia said it intercepted Iranian drones targeting one of its refinery complexes.

California Republicans and the California Fuels & Convenience Alliance, a trade group representing fuel marketers, gas station owners and others, have blamed Gov. Gavin Newsom’s policies for driving up the price of gas.

A landmark climate change law calls for California to become carbon neutral by 2045, and Newsom told regulators in 2021 to stop issuing fracking permits and to phase out oil extraction by 2045. He also signed a bill allowing local governments to block construction of oil and gas wells.

However, last year Newsom changed his stance and signed a bill that will allow up to 2,000 new oil wells per year through 2036 in Kern County despite legal challenges by environmental groups. The county produces about three-fourths of the state’s crude oil.

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Borenstein said he didn’t expect that the new state oil production would do much to lower gas prices because it is only marginally cheaper than oil imported by ocean tankers.

Stanley said the aim of the law was to support the Kern County oil industry, which was facing pipeline closures without additional supplies to ship to state refineries.

Statewide, the industry supports more than 535,000 jobs, $166 billion in economic activity and $48 billion in local and state taxes, according to a report last year by the Los Angeles County Economic Development Corp.

Bloomberg News and the Associated Press contributed to this report.

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