Archive for March, 2022

Jeff Kosseff Guest-Blogging About "The United States of Anonymous" – Reason

InThe United States of Anonymous, Jeff Kosseff explores how the right to anonymity has shaped American values, politics, business, security, and discourse, particularly as technology has enabled people to separate their identities from their communications.

Legal and political debates surrounding online privacy often focus on the Fourth Amendment's protection against unreasonable searches and seizures, overlooking the history and future of an equally powerful privacy right: the First Amendment's protection of anonymity.The United States of Anonymousfeatures extensive and engaging interviews with people involved in the highest profile anonymity cases, as well as with those who have benefited from, and been harmed by, anonymous communications. Through these interviews, Kosseff explores how courts have protected anonymity for decades and, likewise, how law and technology have allowed individuals to control how much, if any, identifying information is associated with their communications. From blocking laws that prevent Ku Klux Klan members from wearing masks to restraining Alabama officials from forcing the NAACP to disclose its membership lists, and to refusing companies' requests to unmask online critics, courts have recognized that anonymity is a vital part of our free speech protections.

The United States of Anonymousweighs the tradeoffs between the right to hide identity and the harms of anonymity, concluding that we must maintain a strong, if not absolute, right to anonymous speech.

"From the world's leading expert on Section 230, a new book with a balanced and insightful look at online anonymitythe good and the badthat is required reading for anyone who wants to substantively engage in this debate."Jimmy Wales, founder of Wikipedia

"An indispensable, in-depth look at both the history and present of anonymity protections in American life, media, and online culture.The United States of Anonymouswill have resounding implications for the future of democracy."Craig Newmark, founder of craigslist

"Providing both a great story and keen legal analysis, Jeff Kosseff examines what fuels our commitment to protecting anonymous speech in the United Statesand the new and sometimes high costs of that unwavering allegiance."Victoria Smith Ekstrand, author of Hot News in the Age of Big Data

"Jeff Kosseff weaves together history, legal issues, and public affairs in this vital, timely, and highly readable book.The United States of Anonymousshould be required reading for all engaged in the debate over anonymity, identity, and privacy in the online age."Jeff Jarvis, author of What Would Google Do?

"Jeff Kosseff has, once again, spotted the next looming topic in technology law, anonymous communication, illuminating its contours with his trademark skill. The United States of Anonymousis a foundational dive into one of the toughest areas of speech, privacy, and identity today."Kate Klonick, St. John's University School of Law

"A superb book, accessibly written, that canvasses the history of anonymous speech and its interaction with the law. Jeff Kosseff has created a major framework for any future discussions of anonymity."Anupam Chander, author of The Electronic Silk Road

I much look forward to Prof. Kosseff's posts.

Excerpt from:
Jeff Kosseff Guest-Blogging About "The United States of Anonymous" - Reason

SUMMER INFANT, INC. : Entry into a Material Definitive Agreement, Results of Operations and Financial Condition, Change in Directors or Principal…

Item 1.01. Entry into a Material Definitive Agreement.

Merger Agreement with Kids2, Inc.

On March 16, 2022, Summer Infant, Inc. (the "Company") entered into an Agreementand Plan of Merger (the "Merger Agreement") by and among the Company,Kids2, Inc., a Georgia corporation ("Parent"), and Project Abacus AcquisitionCorp., a Delaware corporation and wholly owned subsidiary of Parent ("MergerSub"). The Merger Agreement provides, subject to its terms and conditions, forthe acquisition of the Company by Parent through the merger of Merger Sub withand into the Company, with the Company surviving the merger as a wholly ownedsubsidiary of Parent (the "Proposed Merger").

The Board of Directors of the Company (the "Board of Directors") unanimously(i) determined and declared that the Merger Agreement and the transactionscontemplated thereby, including the Proposed Merger, are advisable and in thebest interests of the Company and its stockholders; (ii) approved the MergerAgreement and the transactions contemplated thereby, including the ProposedMerger; and (iii) resolved to recommend that the Company's stockholders adoptthe Merger Agreement (the "Company Board Recommendation").

Under the terms of the Proposed Merger, (i) each share of common stock of theCompany issued and outstanding immediately prior to the effective time of theProposed Merger (the "Effective Time") (other than shares of common stock(a) owned by Parent, Merger Sub, the Company or any subsidiary of Parent, MergerSub or the Company, or (b) held by a stockholder who is entitled to, and who hasperfected, appraisal rights for such shares under Delaware law) automaticallywill be converted into the right to receive cash in an amount equal to $12.00per share (the "Merger Consideration"), without interest, subject to anyrequired withholding of taxes; and (ii) each outstanding unexercised, vested orunvested option or unvested restricted stock award outstanding immediately priorto the Effective Time will be converted into the right to receive cash (withoutinterest, subject to any required withholding of taxes) (a) in the case ofoptions, in an amount equal to the product of the excess, if any, of the MergerConsideration over the exercise price of such option, multiplied by the numberof shares of common stock issuable upon the exercise of the option or (b) in thecase of unvested restricted stock awards, in amount equal to the product of theMerger Consideration multiplied by the number of shares subject to therestricted stock award.

The completion of the Proposed Merger is subject to closing conditions,including: (i) the approval of the Merger Agreement by the Company'sstockholders (the "Stockholder Approval"); (ii) the absence of any laws or courtorders making the Proposed Merger illegal or otherwise prohibiting the ProposedMerger; (iii) other customary closing conditions, including the accuracy of therepresentations and warranties of each party (subject to certain materialityexceptions) and material compliance by each party with its covenants under theMerger Agreement; and (iv) the closing of a debt financing by Parent, a portionof the proceeds of which will fund Parent's obligation to pay the MergerConsideration.

Parent has entered into debt commitment letters providing for (i) an asset-basedcredit facility and (ii) a term loan, a portion of the proceeds of which willfund Parent's obligation to pay the Merger Consideration at the closing of theProposed Merger. The obligations of the lenders under the debt commitmentletters are subject to a number of conditions, including the receipt of executedloan documentation, accuracy of certain specified representations andwarranties, and certain pro forma financial conditions.

The Merger Agreement contains representations and warranties customary fortransactions of this type. The Company has agreed to various customary covenantsand agreements, including, among others, (i) agreements to use commerciallyreasonable efforts to conduct its and its subsidiaries' businesses in theordinary course of business during the period between the date of the MergerAgreement and the Effective Time and not to engage in certain kinds oftransactions during this period; and (ii) to call a meeting of its stockholdersto adopt the Merger Agreement.

The Company has also agreed not to (i) solicit proposals relating to alternativetransactions; or (ii) participate in any discussions or negotiations regarding,or furnish any non-public information relating to the Company in connectionwith, any proposal for an alternative transaction, subject to certain exceptionsto permit the Board of Directors to comply with its fiduciary duties.Notwithstanding these "no-shop" restrictions, prior to obtaining the Stockholder. . .

Item 2.02. Results of Operations and Financial Condition.

On March 16, 2022, the Company announced its financial results for the fourthfiscal quarter and full year ended January 1, 2022. The full text of the pressrelease issued in connection with the announcement is attached herewith asExhibit 99.1.

The information in this Item 2.02 and exhibit 99.1 attached hereto shall not bedeemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934(the "Exchange Act") or otherwise subject to the liabilities of that section,nor shall it be deemed incorporated by reference in any filing under theSecurities Act of 1933 (the "Securities Act") or the Exchange Act, except asexpressly set forth by specific reference in such a filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the entry into the Merger Agreement, on March 16, 2022, theBoard of Directors approved, and the Company entered into, the fourth amendment(the "Amendment") to the existing engagement letter between the Company andRiveron RTS, LLC ("Riveron"), originally dated December 9, 2019 and furtheramended on February 28, 2020, November 30, 2020 and January 3, 2022 (the"Engagement Letter"). The Amendment provides that if the Company consummates atransaction constituting a "Change in Control" (as defined in the Company'sAmended and Restated Change in Control Plan (the "Change in Control Plan")) (a"Sale Transaction"), the Company shall pay Riveron a success fee, payable at theclosing of the Sale Transaction, based upon the per share consideration receivedby holders of the Company's common stock in the Sale Transaction, which would beapproximately $258,120 based on the Merger Consideration.

As previously disclosed, neither Stuart Noyes, the Company's CEO and a member ofthe Company Board, nor Bruce Meier, the Company's Interim CFO, will receive anycompensation from the Company for their services, rather, the Companycompensates Riveron in accordance with the Engagement Letter, as amended.

The foregoing description of the Amendment does not purport to be complete andis qualified in its entirety by reference to the full text of the Amendment,which is filed herewith as Exhibit 10.3 and is incorporated herein by thisreference.

Item 7.01. Regulation FD Disclosure.

On March 16, 2022, the Company and Parent issued a joint press releaseannouncing the transactions contemplated by the Merger Agreement. The full textof the press release issued in connection with the announcement is attachedherewith as Exhibit 99.2.

The information in this Item 7.01 and exhibit 99.2 attached hereto shall not bedeemed "filed" for purposes of Section 18 of the Exchange Act or otherwisesubject to the liabilities of that section, nor shall it be deemed incorporatedby reference in any filing under the Securities Act or the Exchange Act, exceptas expressly set forth by specific reference in such a filing.

On February 9, 2022, the Board of Directors approved an amended and restatedchange in control plan to extend the term of the existing plan to February 9,2024.

The foregoing description of the amended and restated change in control Plandoes not purport to be complete and is qualified in its entirety by reference tothe full text of the amended and restated change in control plan, which is filedherewith as Exhibit 10.4 and is incorporated herein by this reference.

Additional Information about the Proposed Merger and Where to Find It

In connection with the Proposed Merger, the Company will prepare and filerelevant materials with the Securities and Exchange Commission (the "SEC"),including a proxy statement on Schedule 14A and a proxy card, to be mailed toCompany stockholders entitled to vote at the special meeting relating to theProposed Merger. This communication is not intended to be, and is not, asubstitute for the proxy statement or any other document that the Company mayfile with the SEC in connection with the Proposed Merger. INVESTORS ANDSTOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT (INCLUDING ANYAMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCETHEREIN) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED MERGERTHAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEYWILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED MERGER.The definitive proxy statement, the preliminary proxy statement, and otherrelevant materials in connection with the transaction (when they becomeavailable) and any other documents filed or furnished by the Company with theSEC, may be obtained free of charge at the SEC's website (www.sec.gov). Inaddition, copies of the proxy statement and other relevant materials anddocuments filed by the Company with the SEC will also be available free ofcharge on the Investor Relations page of the Company's website located athttps://www.sumrbrands.com.

Participants in the Solicitation of Company Stockholders

The Company, Kids2, Inc. and their respective directors and executive officers,management and employees may be deemed to be participants in the solicitation ofproxies from the Company's stockholders in connection with the Proposed Merger.Information about the Company's directors and executive officers and theirownership of Company common stock is set forth in its definitive proxy statementfor its 2021 annual meeting of shareholders filed with the SEC on April 16,2021. To the extent that holdings of the Company's securities have changed sincethe amounts reflected in the Company's proxy statement, such changes have beenor will be reflected on Statements of Change in Ownership on Form 4 filed withthe SEC. Additional information regarding the participants in the solicitationand their interests in the Proposed Merger will be included in the proxystatement and other materials relating to the Proposed Merger when they arefiled with the SEC. These documents may be obtained free of charge at the SEC'sweb site at http://www.sec.gov and on the Investor Relations page of the Company'swebsite located at https://www.sumrbrands.com.

Cautionary Note Regarding Forward-Looking Statements

This Form 8-K contains (and oral communications made by us may contain)"forward-looking statements" within the meaning of Section 27A of the SecuritiesAct and Section 21E of the Exchange Act. Forward-looking statements can beidentified by words such as "anticipate," "believe," "estimate," "expect,""intend," "plan," "predict," "project," "target," "future," "seek," "likely,""strategy," "may," "should," "will," and similar references to future periodsand include statements regarding the proposed merger with Kids2, includingstatements relating to the Proposed Merger.

Forward-looking statements are neither historical facts nor assurances of futureperformance. Instead, they are based only on our current beliefs, expectations,and assumptions regarding the future of our business, future plans andstrategies, projections, anticipated events and trends, the economy, and otherfuture conditions. Because forward-looking statements relate to the future, theyare subject to inherent uncertainties, risks, and changes in circumstances thatare difficult to predict and many of which are outside of our control. TheCompany's actual results may differ materially from those indicated in theforward-looking statements. Therefore, you should not rely on any of theseforward-looking statements. Important factors that could cause our actualresults to differ materially from those indicated in the forward-lookingstatements include, among others, risks related to disruption of management'sattention from ongoing business operations due to the Proposed Merger; the riskthat one or more closing conditions to the transaction may not be satisfied orwaived, on a timely basis or otherwise; the risk that the transaction does notclose when anticipated, or at all; the occurrence of any event, change or othercircumstances that could give rise to the termination of the merger agreement;potential adverse reactions or changes to employee or business relationshipsresulting from the announcement or completion of the proposed merger; the riskof litigation or legal proceedings related to the Proposed Merger; unexpectedcosts, charges or expenses resulting from the Proposed Merger; and other factorsdiscussed in the "Risk Factors" section of the Company's most recent AnnualReport on Form 10-K, and the Company's subsequent Quarterly Reports on Form 10-Qand in other filings the Company makes with the SEC from time to time. Allinformation provided in this release is as of the date hereof and the Companyundertakes no duty to update this information except as required by law.

Item 9.01. Financial Statements and Exhibits.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K.

** Portions of this exhibit have been omitted for confidential treatment pursuant

to Regulation K, Item 601(b)(10).

Edgar Online, source Glimpses

Link:
SUMMER INFANT, INC. : Entry into a Material Definitive Agreement, Results of Operations and Financial Condition, Change in Directors or Principal...

The Traitor Was Paid to Cook for the Russians – Econlib

One can imagine a just war between a state representing individuals who want to be free and left alone and, on the other side, a tyrannical state aggressor intent on subjecting and looting the libertarian country. If the libertarians win, liberty would increase in the world. But reality is never so simple and war instead typically reinforces, on all sides, the power of the state and the idea that the individual must submit to the collective. War does not bring out the best in all people (contrary to what state propaganda suggests, including the parading women soldiers in Moscow shown on the featured image of this post).

An interesting Wall Street Journal story about the successful resistance of a small Ukrainian town illustrates how war arouses primitive instincts (Yaroslav Trofimov, A Ukrainian Town Deals Russia One of the Wars Most Decisive Routs, March 16), although I admit it is not the most tragic illustration in the history of warfare:

Russian soldiers took over villagers homes in Rakove and created a sniper position on a roof. They looked for sacks to fill with soil for fortifications, burned hay to create a smoke screen and demanded food.

A local woman who agreed to cook for the Russians is now under investigation, said Mr. Dombrovsky. A traitorshe did it for money, he said. I dont think the village will forgive her and let her live here.

In the practice of war if not generally in tribal morality, a traitor is anybody who takes another side than his tribes. But note the other element in the story: she did it for money! I suspect that Mr. Dombrovsky would not have been happier if she had done it for free, perhaps for the cause, and with a big smile. At any rate, money is apparently an aggravating factor (even if paid in deeply depreciated rubles), which corresponds to the reigning orthodoxy among our own academic philosophers.

A moral case can be made that coerced cooperation with the violent aggressors of ones neighbor is acceptable, but not cooperation for the purpose of obtaining personal benefits. But then, isnt avoiding harm a personal benefit? Does it matter that Mr. Dombrovsky, who is a special forces commander, is presumably paid himself? What if the woman had cooked for free and was only paid a tip afterwards ?

We dont know enough about this case to make any serious ethical analysis, but I would bet that Mr. Dombovskys comment reflected a generalized suspicion toward individualist behavior on free markets. If that is true, we are not dealing with the pure war case of a group of libertarians defending themselves against aggressors, but with two more or less authoritarian camps. Not surprisingly, dealing with actual cases is more complicated than with stylized models.

All that seems to confirm the classical-liberal or libertarian idea that an individual usually acts in his own personal interest and that only a minimal ethicsJames Buchanan would say an ethics of reciprocityshould be recognized as a necessary constraint on personal behavior in a free society. (See my review of Buchanan Why I, Too, Am Not a Conservative in the forthcoming Spring issue of Regulation.)

Female Russian soldiers of the Military University of the Russian Defense Ministry march along the Red Square during the Victory Day military parade to mark the 72nd anniversary of the victory over Nazi Germany in the 1941-1945 Great Patriotic War, the Eastern Front of World War II, in Moscow, Russia, 9 May 2017.

Original post:
The Traitor Was Paid to Cook for the Russians - Econlib

When 3-to-1 is challenged, what about the close races? – SaportaReport

By Tom Baxter

Last week, as 2,189 candidates were qualifying to run for office this year, there was an ominous reminder that going forward, election results in Georgia may never be as cut and dried as they used to be.

By a majority of 73 percent, voters in Camden County rejected plans to build a commercial spaceport in which the county has already invested more than $10 million. The turnout was 17 percent, which is low but not out of line with a lot of local special elections. Local residents succeeded in getting a vote on the question after a petition drive in which they gathered some 3,500 signatures. The county commission is challenging their right to hold the referendum in a court suit.

Heres the ominous part: Instead of accepting the landslide vote as the end of the line for this long-debated project, the county commission filed an emergency motion to block certification of the results until its lawsuit is settled.

Its not such a surprise the county would do this. Both sides are heavily dug in on this issue, enough to exhaust every possible legal remedy. The Georgia Supreme Court quickly denied the motion, while allowing the lawsuit challenging the referendum to proceed.

Still, the refusal to accept even this clear a demonstration of the voters will makes you wonder whats going to happen in upcoming elections when the outcomes are much closer, and local election boards in many parts of the state arent as nonpartisan as they were before the 2020 election. There is a growing tendency not to accept the results of elections, even when the margin is 3-to-1.

This doesnt seem to have dissuaded people from running for office, however. Of the candidates who qualified last week, 996 are Republicans, 597 are Democrats, five are independents and four are Libertarians. The remaining 587 candidates are running in non-partisan races.

These totals might lead you to think that Republicans are either more numerous or more fractious than they really are. Every small rural county controlled by Republicans has roughly as many local offices as a large urban Democratic county, so there are a lot more Republicans in these local races, unchallenged by Democrats.

And while former President Donald Trumps beef with Gov. Brian Kemp has generated challenge races down to the level of insurance commissioner, overall Republicans dont seem more likely to do battle with each other in primaries than do Democrats. For instance, there are four candidates running for lieutenant governor as Republicans, and nine running as Democrats.

Its noteworthy that this is the highest office for which a Libertarian is also running. The presence of Libertarian candidates on the ballot caused runoffs for the U.S. Senate in 1992, 2008 and 2020, but that wont happen this year.

The races for state legislative seats probably give us the best indication of the balance between the parties and their relative fractiousness. Overall, 257 Republicans are running for the House or Senate, compared to 241 Democrats. In 42 races, Republicans dont have Democratic challengers; in 28 races, Democrats dont have Republican opposition. House District 28 in northeast Georgia has the most Republicans vying for office six, with one Democratic candidate. House District 90 in DeKalb County has the most Democrats five, with one Republican.

For all their partisan differences, the Democratic and Republican legislative candidates are very similar in many respects. The average age of the Republican candidates is 53. For Democrats, its 51.

The Democrats have 22 candidates who list themselves as attorneys or lawyers and 18 retirees; the Republicans have 21 retirees and 21 attorneys. Its hard to sort out candidates who are business people because they have different ways of identifying themselves. Republicans have the edge in this category, but not by as much as youd think. Interestingly, the five candidates who list themselves as entrepreneurs are all Democrats, while the two candidates who list themselves as CEOs are Republicans.

Four Republicans and three Democrats list themselves as retired military. The only chef candidate is a Democrat; the only chiropractor, a Republican. All in all, the candidates are a pretty wide reflection of what Georgians do for a living. Of course, the winning candidates may be a different story.

Thanks to Maggie Lee for her able data crunching.

See the rest here:
When 3-to-1 is challenged, what about the close races? - SaportaReport

The far right complains after the search engine DuckDuckGo vows to limit Russian propaganda. – The New York Times

Far-right influencers have often encouraged people to use the small privacy-focused search engine DuckDuckGo instead of Google, saying that the giant search engine censored conservative ideas.

The praise for DuckDuckGo turned to outrage this week, though, after the company said Russian disinformation would be minimized on its site.

DuckDuckGos chief executive, Gabriel Weinberg, tweeted on Thursday that the search engine would rank websites associated with disinformation lower in its search results.

Like so many others I am sickened by Russias invasion of Ukraine and the gigantic humanitarian crisis it continues to create, he wrote.

DuckDuckGo has little control over its search results because they are provided by Microsofts Bing, which announced that it would follow the European Unions order to restrict access to the Russian state news agencies RT and Sputnik.

But the criticism from the far right was directed at DuckDuckGo. The conservative website Breitbart said DuckDuckGo was adopting the censorship policies of Big Tech. In social media channels devoted to conspiracy theories, users vowed to switch to alternatives like the Russian search engine Yandex. The hashtag #DuckDuckGone trended across Twitter in the United States by Friday. And on YouTube, users criticized the company for silencing voices.

If youre using DuckDuckGo, I suggest you stop using it and switch to something else, said Tarl Warwick, a self-described libertarian YouTube user with nearly half a million followers. He added: I want tens of thousands of people to stop using it.

In a statement, Kamyl Bazbaz, the vice president of communications for DuckDuckGo, said that the affected sites were engaged in active disinformation campaigns, meaning they were similar to other low-quality websites already penalized by search algorithms.

This isnt censorship, its just search rankings, he said.

The backlash underscored the difficulties some technology companies face in limiting the spread of Russian propaganda at a time when pockets of America express support for the Kremlin and believe Big Tech companies are censoring their views.

Last month, The New York Times reported that search results on DuckDuckGo and Bing surfaced more untrustworthy websites than the same searches using conspiracy theory terms entered in Google.

DuckDuckGo controls about 3 percent of the search engine market in the United States. The site is especially popular among privacy activists because the company doesnt track its users, unlike Google and Bing.

The company also announced this month that it would pause its relationship with Yandex, the Russian search engine, which was providing certain links for results in Russia and Turkey.

See the article here:
The far right complains after the search engine DuckDuckGo vows to limit Russian propaganda. - The New York Times