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      How Washington May Approach the Capital One-Discover Deal

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      Regulators have been tough on big financial mergers, though there are nuances in Capital One’s $35.3 billion takeover bid for Discover.Capital One’s $35.3 billion bid for Discover is a bet that the movement to go cashless will continue to grow.Rogelio V. Solis/Associated PressChallenges, and opportunities, for a financial megadealCapital One’s $35.3 billion takeover to buy Discover Financial Services will create a colossus in the fast-growing credit card industry and a more powerful force in the payment networks that underpin the consumer economy.That will almost surely invite tough scrutiny from a Washington that is increasingly skeptical of big financial mergers. But continuing scrutiny of the two biggest payment networks in the U.S., Visa and Mastercard, may complicate the regulatory math.The deal: Capital One agreed to pay 1.0192 of its shares for each share of Discover, a roughly 26 percent premium to Friday’s trading prices. Discover’s shares were up more than 13 percent in premarket trading on Tuesday.If completed, the transaction would become a giant among credit card lenders, with Bloomberg estimating that the combined company would outstrip JPMorgan Chase and Citigroup in U.S. card loan volume. (That could ratchet up examinations over shrinking competition, and what that means for consumers.)Perhaps more important is the potential supercharging of Discover’s payment network, which has long lagged Visa, Mastercard and American Express. The Wall Street Journal reported that Capital One plans to switch some of its credit cards to the Discover network.The contrarian argument: This is good for Visa and Mastercard. The longtime giants of the payment network business have long been criticized for their fees, with Visa being investigated by the Justice Department. Monday’s deal could give them the opportunity to argue that they would face a newer, bigger competitor.We are having trouble retrieving the article content.Please enable JavaScript in your browser settings.Thank you for your patience while we verify access. If you are in Reader mode please exit and log into your Times account, or subscribe for all of The Times.Thank you for your patience while we verify access.Already a subscriber? Log in.Want all of The Times? Subscribe. More

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      On the Ground of Biden’s Antitrust Agenda

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      Doha Mekki, one of President Biden’s key antitrust enforcers, talks about the Justice Department’s big wins and losses, and what could be in store if President Biden gets another four years.Big deals are waiting on the tarmac as Wall Street and the business world anticipate how the presidential election will change antitrust enforcement.President Biden has taken an aggressive approach to policing deals that some have called overreaching and others have lauded as a necessary return to scrutiny on the power wielded by big business. Dealmakers say they are holding some deals back in hope of a more lenient approach in the next administration.Doha Mekki is on the ground executing the strategy. She’s worked at the Justice Department under three administrations: as a trial attorney during the Obama presidency, in the front office during the Trump presidency and now as the principal deputy assistant attorney general under Jonathan Kanter.In a recent interview at the Penn Carey Law Antitrust Association’s annual symposium, DealBook talked with Mekki about the department’s big wins and losses, and what could be in store if Biden gets another four years. This interview has been edited and condensed for clarity.You led the lawsuit that successfully blocked JetBlue’s acquisition of Spirit Airlines (the decision is under appeal). In a case like that, how do you weigh the risk that a company will fail because it’s too weak on its own against the risk of a more consolidated industry?There’s a whole doctrine in antitrust that deals specifically with firms that are financially not viable. And it bears noting — and certainly the court noted — that the company did not make that argument. In fact, what Spirit, I think, projected to its shareholders for a long time was that they still intended to grow.We are having trouble retrieving the article content.Please enable JavaScript in your browser settings.Thank you for your patience while we verify access. If you are in Reader mode please exit and log into your Times account, or subscribe for all of The Times.Thank you for your patience while we verify access.Already a subscriber? Log in.Want all of The Times? Subscribe. More

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      Amazon Scraps Deal to Buy Maker of Roomba Amid Regulatory Scrutiny

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      Amazon walked away from the $1.7 billion acquisition of iRobot as it faces questions from regulators in the European Union and United States.Amazon said on Monday that it was abandoning plans to buy iRobot, the maker of the self-driving Roomba vacuum, after regulators raised concerns the deal would hurt competition.The announcement is a rare admission of defeat by Amazon, which has in recent years acquired an eclectic mix of companies such as Whole Foods and MGM Studios, and is a sign of how the world’s largest tech companies are being forced to adjust their business practices, products and policies as a result of stiffening regulatory scrutiny globally, particularly in the European Union.In November, E.U. antitrust regulators warned Amazon that they might try to block the deal because it could restrict competition in the market for robot vacuum cleaners. The Federal Trade Commission was also scrutinizing the deal.Amazon, which will pay iRobot a $94 million termination fee, said in a statement that “disproportionate regulatory hurdles” caused it to step away from the deal, which was first announced in 2022. IRobot’s products, which also include robotic mops and air purifiers, were to join a growing list of connected home products made by Amazon, including Ring home security systems and Echo smart speakers.Amazon said that rather than restrict competition, the deal would have given iRobot more resources to compete with other robotics companies.“This outcome will deny consumers faster innovation and more competitive prices, which we’re confident would have made their lives easier and more enjoyable,” David Zapolsky, Amazon senior vice president and general counsel, said in the statement.Amazon is not the only company facing hurdles completing acquisitions. In December, Adobe, the maker of Photoshop and Illustrator, scrapped a $20 billion takeover of Figma, a maker of design collaboration tools, after it was questioned by regulators in the United States, the European Union and Britain.In the European Union, oversight of the tech sector is expected to intensify in the coming months as a new law, the Digital Markets Act, takes full effect with the aim of increasing competition in the digital economy. Last week, Apple announced a slew of changes to comply with the law, including allowing customers to use alternatives to the App Store for the first time.IRobot, a publicly traded company grappling with declining sales and mounting losses, must regroup without the financial backing of Amazon. The company’s stock price has fallen more than 60 percent in the past month as the fate of the deal with Amazon was thrown into doubt.On Monday, iRobot said it would cut approximately 350 jobs, or about 30 percent of its work force, as well as reshuffle its management ranks.“The termination of the agreement with Amazon is disappointing, but iRobot now turns toward the future with a focus and commitment to continue building thoughtful robots and intelligent home innovations,” Colin Angle, the company’s founder, who is stepping down as chief executive, said in a statement.Glen Weinstein, iRobot’s executive vice president and chief legal officer, was appointed interim chief executive. More

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      Yale, Duke and Columbia Among Elite Schools to Settle in Price-Fixing Case

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      Five universities have agreed to pay $104.5 million to settle a lawsuit accusing them of violating an agreement to be “need-blind” when awarding financial aid.For almost a quarter of a century, a coterie of the nation’s most elite universities had a legal shield: They would be exempt from federal antitrust laws when they shared formulas to measure prospective students’ financial needs.But the provision included a crucial requirement: that the cooperating universities’ admissions processes be “need-blind,” meaning they could not factor in whether a prospective student was wealthy enough to pay.But a court filing on Tuesday night revealed that five of those universities — Brown, Columbia, Duke, Emory and Yale — have collectively agreed to pay $104.5 million to settle a lawsuit accusing them of, in fact, weighing financial ability when they deliberated over the fates of some applicants.Although the universities did not admit wrongdoing and resisted accusations that their approach had hurt students, the settlements nevertheless call into question whether the schools, which spent years extolling the generosity of their financial aid, did as much as they could to lower tuition.Brown University maintained that all financial aid decisions were made in the “best interests of families and within the law,” but in a statement on Tuesday night, said resolving the case will permit it to “focus its resources on further growth in generous aid for students.”The agreements from the five universities came months after the University of Chicago agreed to pay $13.5 million to settle its portion of the case. Other schools, including Cornell, Georgetown, Johns Hopkins, M.I.T. and the University of Pennsylvania, remain mired in the litigation, with no trial date set.The sprawling lawsuit targeted 17 schools, which were, or had been, members of the 568 Presidents Group, named for the legal provision that offered antitrust cover. The case contended that universities did not actually abide by the need-blind admissions mandate when they deliberated over wait-listed applicants, making their financial aid protocols illegal.Vanderbilt University, for example, said on one of its websites in 2018 that it reserved “the right to be need-aware when admitting wait-listed students,” echoing previous statements by university employees.Vanderbilt, located in Nashville, told the court last year that it planned to settle.By considering need in any context, the suit argued, the universities were defying the conditions of their antitrust exemption. Complicating the path for the universities, the case drew muscle from a legal doctrine that holds that members of a group are responsible for actions of others in the same group.Ultimately, the suit claimed, about 200,000 students over about two decades were overcharged because the 568 Group had eliminated competition on cost, leaving the net price of attendance “artificially inflated.”Had universities more aggressively competed over financial aid, the lawsuit said, students could have received more support and spent less to attend college.The antitrust shield expired in 2022, and the 568 Group has disbanded.Although the University of Chicago said the suit was “without merit” when it settled the case, it agreed to share records that could be valuable in the litigation against the other universities.A handful of other universities have since made similar calculations, admitting no fault while limiting both their financial exposure and the risk of damaging revelations surfacing in records or depositions.“Though we believe the plaintiffs’ claims are without merit, we have reached a settlement in the best interest of our continuing focus on providing talented scholars from all social, cultural, and economic backgrounds one of the world’s best undergraduate educations and the opportunity to graduate debt-free,” Vanderbilt, which is still finalizing its settlement, said in a statement.For plaintiffs, the planned settlements offer an advantage, beyond the surge of money to divide among students and lawyers: By whittling the ranks of the defendants, they also streamline a case that could prove exceptionally complex at a trial.Emory and Yale are both expected to pay $18.5 million, and Brown is settling for $19.5 million. Columbia and Duke have agreed to pay $24 million each. Separately from Tuesday’s filing, Rice University said in a recent financial statement that it had agreed to pay almost $34 million.In their filing on Tuesday, lawyers for the plaintiffs said the settlements “were not achieved as a group or all at once, but instead were separately pursued over the course of time.” The lawyers added that they had “pursued a strategy of increasing the settlement amounts with each successive agreement or set of agreements to exert pressure on non-settling defendants to reach agreement imminently or risk having to pay significantly more by waiting.”Financial aid practices at elite universities have long drawn antitrust scrutiny. In the late 1980s, the Justice Department opened an inquiry into price-fixing, leading to a string of settlements in the 1990s as Ivy League schools sought to dodge potentially titanic legal fights. (M.I.T. refused a settlement at first and opted for a trial. It later reached an agreement with the government, too, with the settlement’s language becoming something of a template for Section 568.)In a filing last year, the Justice Department signaled its support for some of the legal arguments underpinning this current civil case that schools are settling.Stephanie Saul More

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      The big themes in 2024: elections, antitrust and shadow banking.

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      From elections and A.I. to antitrust and shadow banking, here are the big themes that could define the worlds of business and policy.What we’re watching in 2024 Andrew here. As we look ahead to the new year, the DealBook team has identified about a dozen themes that are likely to become running narratives that could define the business and policy ecosystem for the next 12 months.Of course, the presidential election, perhaps one of the most polarizing in history, is going to infect every part of the business world. Watch out for which C.E.O.s and other financiers back candidates — and, importantly, which ones go silent — and how companies deal with outspoken employees. Also: Look for some wealthy executives to avoid giving directly to candidates but instead donate to PACs as a shield, of sorts, from public scrutiny.Another story line that will probably remain part of the water cooler — er, Slack and X — conversation in business is the backlash against environmental, social and corporate governance principles, or E.S.G. This fight has manifested itself into a political battle and increasingly found its way in the past year into a debate about free speech on campuses (another theme that isn’t going away).Here’s a bit more detail on what we’re looking out for this year.The U.S. presidential election. The race seems set to come down to a rerun of 2020, with Donald Trump leading opinion polls to be the Republican candidate despite his mounting legal battles. The big question is how business leaders will respond. Will they coalesce around (and direct their money to) an anyone-but-Trump candidate? Nikki Haley, the former governor of South Carolina, is leading that race, but she has a long way to go to catch up to Trump. President Biden, who has made a series of consequential decisions on the economy, hopes voters will start to feel an economic upswing to reverse his sagging poll ratings.Private credit could be hit by a wave of defaults. Just as 1980s-style leveraged buyouts have been rechristened “private equity,” so too has “shadow banking” been rebranded as “private credit” and “direct lending” in time for the business to reach its highest levels yet. Direct lending by investment firms and hedge funds has become a $1.5 trillion titan, with scores of companies turning to the likes of Apollo and Ares for loans instead of, say, JPMorgan Chase.But the industry may face a test in 2024: Indebted borrowers, facing looming debt maturities and high interest rates, already are turning to private credit for yet more loans, raising concerns that lenders could face a wave of defaulting clients. A string of failures could hit these lenders hard, skeptics fear — leaving pension funds, insurers and other backers of private credit funds holding the bag.Paramount Pictures may be sold, a move that could be the start of a year of media deal-making.Hunter Kerhart for The New York TimesMedia deal mania? Reports that David Zaslav, the C.E.O. of Warner Bros. Discovery, held talks last month about a potential merger with Paramount set off a wave of speculation that 2024 would be a year of media consolidation. The industry has been transformed in recent years by the growth of streaming, changes in the way people consume media and big tech’s encroachment into sectors typically dominated by old-school media companies. Now, the industry is on the cusp of the next major shift with the rise of artificial intelligence.One date to put in your diary: April 8, 2024, the two-year anniversary of the merger of Warner Media and Discovery to create Warner Bros. Discovery — and the first day that the new company can be sold without risking a big tax bill.Will unions maintain their momentum? Organized labor had a banner year in 2023, with big wins in fights with Hollywood studios and the auto industry. Whether that signals a permanent turnaround for the labor movement is up for debate. But the election most likely will be a key factor. Both Biden and Trump tried to woo striking autoworkers this year, so expect more efforts to win over blue-collar voters.Middle East money will keep flowing. Tensions with China and economic sanctions have made it increasingly difficult for companies to raise money from a place that used to be top of the list. Middle Eastern investors have picked up the slack. Saudi Arabia, the United Arab Emirates, Qatar and others are spending money as they look to diversify their fossil fuel-dependent economies. The sectors are wide-ranging, including sports, tech companies, luxury, retail and media. Critics say the petrostates with dubious human rights records are trying to launder their reputations, but that hasn’t stopped Western business from seeking their lucre.One trend to watch: the growing ties between China and Middle Eastern money. Beijing is trying to deepen links with countries outside of Washington’s orbit or, at least, with those willing to play both sides.Lina Khan, the chair of the F.T.C., will keep challenging big deals despite losing some legal fights in 2023.Haiyun Jiang for The New York TimesMore antitrust fights. A tough year for regulators — like Lina Khan at the F.T.C. and Jonathan Kanter of the Justice Department — ended with two wins after both Illumina and Adobe called off multibillion-dollar takeovers in the face of government pressure. Enforcers could already claim some success by forcing deal makers to weigh whether a big deal is worth pursuing, given the potential risk that they might have to spend months in court defending it. Don’t expect Khan to ease the pressure; do expect more antitrust fights.New climate disclosure rules. Public companies have been bracing for years for new climate-related disclosure rules from the S.E.C. In 2021, the agency signaled that climate change would be one of its priorities. About a year later, Gary Gensler, the S.E.C. chair, proposed new rules. The most contentious aspect of the draft regulations was a requirement that large companies disclose greenhouse gasses emitted along their value chain. The new rules are set to be finalized in the spring. But the probable lawsuits could go all the way to the Supreme Court.Another election to watch: India’s. The world’s biggest democracy and a rising superpower, India will go to the polls in April and May. Prime Minister Narendra Modi is benefiting from the West’s search for a regional bulwark to counter China. Business is looking at opportunities in India, as companies work to diversify their supply chains and tap into a fast-growing economy. The election will also be a crucial early test of how A.I. can factor into the spread of (mis)information during an election.Workplace shake-up. In late 2022, the release of ChatGPT propelled A.I. into the public consciousness. In 2023, companies experimented with new ways to build the technology into their operations, but few had yet to overhaul their procedures to cope with it. It’s still not clear exactly what A.I. will mean for jobs, but in 2024 we may see more companies making decisions about its use in ways that will have consequences for workers.The other big topic workplaces are grappling with is the response to the war in Gaza. Some companies are already considering changes to their workplace diversity, equity and inclusion programs, and executives face some of the same pressures as university presidents when it comes to how to handle their statements and responses to incidents related to the war. More

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      Video Game Workers at Microsoft and Activision Take Steps to Unionize

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      Microsoft has remained neutral during a labor organizing bid as the Xbox maker seeks regulatory approval for its Activision acquisition.A few months after Microsoft announced plans to acquire the video game maker Activision Blizzard, the tech giant said it would remain neutral if Activision workers sought to unionize once the deal went through. Now, a major union is testing Microsoft’s appetite for organizing at a company it already owns.A group of more than 300 employees at ZeniMax Media, a Maryland-based video game maker owned by Microsoft, has begun voting on whether to form the company’s only union in the United States.The vote, among quality assurance employees at ZeniMax, which includes prominent studios like Bethesda Game Studios, is taking place under an informal agreement in which Microsoft is staying neutral. Workers can sign a union authorization card, as some began doing last month, or weigh in anonymously for or against unionization on an electronic platform that opened on Friday.The process will conclude at the end of the month and is more efficient than a typical union election, which is overseen by the National Labor Relations Board and can involve legal wrangling over the terms of the election.The same day that voting began at Microsoft, a group of workers in quality assurance, or Q.A., at an Activision-owned studio near Albany, N.Y., won a union vote, 14 to 0. That result followed a successful union vote in May by about two dozen Q.A. workers at an Activision studio in Wisconsin, a first for a major North American video game maker. Activision’s planned acquisition by Microsoft, for about $70 billion, is facing antitrust review by regulators.The organizing campaigns at both companies have been under the auspices of the Communications Workers of America, which also represents employees at telecom companies like Verizon and media companies like The New York Times.Together, the developments appear to add momentum to a wave of union organizing over the past year at previously nonunion companies like Amazon, Starbucks and Apple. The recent campaigns also suggest that video game workers, who for years have complained of long hours, low pay, and sexual harassment and discrimination, may be increasingly receptive to unionization.More on Big TechMicrosoft: The company’s $69 billion deal for Activision Blizzard, which rests on winning the approval by 16 governments, has become a test for whether tech giants can buy companies amid a backlash.Apple: Apple’s largest iPhone factory, in the city of Zhengzhou, China, is dealing with a shortage of workers. Now, that plant is getting help from an unlikely source: the Chinese government.Amazon: The company appears set to lay off approximately 10,000 people in corporate and technology jobs, in what would be the largest cuts in the company’s history.Meta: The parent of Facebook said it was laying off more than 11,000 people, or about 13 percent of its work forceA 300-worker union would be “quite groundbreaking” and could propel Q.A. workers, and even other game workers like developers, to unionize at other large studios, said Johanna Weststar, an associate professor at Western University in Ontario who studies labor in the industry.A Microsoft spokeswoman said that the organizing campaign was “an example of our labor principles in action” and that the company remained “committed to providing employees with an opportunity to freely and fairly make choices about their workplace representation.”The union campaign at Microsoft would affect Q.A. workers at several gaming studios that are a part of ZeniMax Media, including Bethesda, which makes hit franchises like The Elder Scrolls and Fallout.Microsoft, which makes the Xbox series of consoles, acquired ZeniMax for $7.5 billion, a splashy pandemic purchase that helped it compete against rival Sony and its PlayStation consoles, as well as broaden the appeal of Xbox Game Pass, its video game subscription service. The deal closed last year.The first new major, exclusive-to-Xbox game stemming from that purchase, Starfield, is expected to be released next year by Bethesda. Some of the workers who test it may do so as union members.Three ZeniMax employees said that while helping to make video games was a job they had once dreamed of, their Q.A. roles had taken a toll.Victoria Banos, who has worked at one of the company’s studios in Maryland for over four years, said many of her co-workers endured a ritual known as “crunch” a few times each year. It involves working shifts longer than 10 hours during the week and several hours on Saturday, sometimes for weeks in a row, to ensure that a game works properly before the company releases it.“You’re expected to drop whatever you have going on in your life and work whenever they need you to,” said Ms. Banos, who works on The Elder Scrolls Online. She added that ZeniMax had recently made these overtime hours voluntary, but that many employees still felt pressure to work them.She estimated that her hourly wage of $25.50 left her tens of thousands of dollars below what she would earn annually if she performed a similar job at a different kind of software company — like one that makes financial or security software.Other gaming industry Q.A. testers have echoed these points, citing crunch as a continuing problem and arguing that the industry gets away with paying them less because of the allure of its products and the idea that they should be happy to earn an income playing games. Workers say the mind-numbing process of repeatedly testing specific actions for glitches is far different from playing a game for fun.Some ZeniMax workers also said they preferred more liberal policies on working from home, and they complained that the company’s method of allocating training opportunities, additional responsibility and promotions was often arbitrary or opaque. They said they hoped a union would help create more transparent policies.Andrés Vázquez, who has been based at a ZeniMax studio in the Dallas area for more than seven years, said he had yet to be promoted to the next job level, senior Q.A. tester, even though some co-workers who joined the company around the same time had been promoted beyond that level. Whenever he has raised the issue with managers or human resources officials, he said, “I get corporate lip service.”The Microsoft spokeswoman said the company was talking to employees to ensure that they were not taking on too much work, but she did not comment on the other concerns.Still, the workers praised Microsoft for following through on its promise of neutrality. Unlike workers at Starbucks and Amazon, they say, they have not been summoned to meetings in which supervisors seek to dissuade them from unionizing, and they do not feel that the company has retaliated against them for trying to form a union. (Starbucks and Amazon have denied accusations of retaliation.)“It’s been an incredible weight lifted off our shoulders,” said Autumn Mitchell, another Q.A. employee based in Maryland, who has worked on Starfield, the forthcoming game.Workers at the studio near Albany also cited concerns over pay and hours in their decision to unionize, as well as accusations of harassment and discrimination at the company.Amanda Laven, a Q.A. employee involved in the union campaign at the studio, said workers were frustrated that the company had tried to stop their union election on the grounds that it involved only Q.A. workers rather than the whole studio. The National Labor Relations Board had rejected Activision’s attempts to stop the union election at its Wisconsin studio on similar grounds, but the company appealed to the labor board in this case as well.“It’s just a stall tactic,” Ms. Laven said in an interview before the vote count.An Activision spokesman said that the company’s operations in New York and Wisconsin were “very different” in their setup and that it believed the entire Albany studio should be eligible to vote. The spokesman said the company was “considering various legal options,” including seeking to overturn the election.Activision workers seeking to unionize could find the company more receptive in the future.In June, Microsoft announced an agreement with the Communications Workers of America in which it pledged to stay neutral if any of Activision’s U.S. employees sought to unionize after it completed its acquisition. Activision has about 7,000 employees in the country, most of whom are eligible to unionize.Microsoft had a motive for seeking the neutrality agreement: The politically powerful communications workers union had raised questions about the acquisition, which regulators were vetting. The union said its concerns about the acquisition had been resolved after it reached the neutrality agreement.The company hinted at the time that it would extend the neutrality agreement to current Microsoft employees, saying it was prepared to “build on” the deal. The union essentially tested that proposition when it sought to organize Q.A. workers at ZeniMax, and Microsoft followed through.Microsoft may have had an additional reason to take a neutral stance. Showing that it has a healthy relationship with organized labor could help the company navigate the acquisition under the union-friendly Biden administration as scrutiny of the deal intensifies.As if to underscore the point, the union’s president, Chris Shelton, met with the chairwoman of the Federal Trade Commission in October and urged regulators not to block the deal.Karen Weise More

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      Big Tech and the Fed

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      Some tech companies’ earnings are flagging, in what could be a positive sign for the Federal Reserve.Still big.Noah Berger/Agence France-Presse — Getty ImagesWhat tech earnings say about the economy The long-booming bottom lines of major tech companies are all of a sudden smaller than expected. That might be a good thing. Big Tech sailed through the pandemic with its profits mostly intact. The fact that some firms’ results are now flagging could be a positive sign for the Federal Reserve, which is trying to engineer a slowdown as it fights the nation’s worst bout of inflation in four decades.The big question for investors, and perhaps the Fed, is whether the profits of Apple, Alphabet, Amazon and the other tech giants, along with corporate America in general, have fallen enough.Microsoft and Alphabet, Google’s parent company, kicked off what appears to be a disappointing round of quarterly reports for the U.S.’s largest tech companies yesterday. Meta will release its results this afternoon, with Apple and Amazon rounding out Big Tech’s earnings announcements tomorrow.Microsoft’s profits, while below expectations, were still up. Sales of its signature software products, like Office, rose 13 percent. Its cloud services were up 40 percent. And LinkedIn, the professional social network Microsoft bought in 2016, grew 26 percent from a year ago, continuing to benefit from the tightest job market in decades.Alphabet’s sales rose 13 percent. In another good sign for the economy, the jump was driven by better-than-expected sales in its core Google search engine business, while results were mixed elsewhere. A jump in expenses and an exit from its Russian-related businesses caused profits to slump 14 percent.The results were positive enough for investors. Alphabet’s shares rose nearly 5 percent on the earnings news to $110. Microsoft’s shares jumped $10, or nearly 4 percent, to $262. Executives at both companies said they saw evidence of a weaker economy. “We are not immune to what is happening in the macro broadly,” Satya Nadella, Microsoft’s chief executive, said on a call with analysts. Alphabet’s chief financial officer, Ruth Porat, told analysts that a pullback in spending by some advertisers reflected “uncertainty about a number of factors.”Few are betting that the earnings reports will change the Fed’s approach. Its policymakers are meeting this week, and they are widely expected to continue raising benchmark interest rates. While central bankers “will likely acknowledge a recent weakening in economic momentum, the Fed will likely feel the need to appear resolute in battling inflation until there are clear signs that it is abating,” wrote David Kelly, the chief global strategist of J.P. Morgan Asset Management, in a note to clients earlier this week.HERE’S WHAT’S HAPPENING Kraken, the crypto exchange, is under investigation for possible sanctions violations. The Treasury Department is looking into whether Kraken illegally allowed users in Iran and elsewhere to buy and sell digital tokens. Shares of Coinbase, a larger crypto exchange, plunged yesterday after reports that the S.E.C. was investigating whether it allowed trading in unregistered securities. Cathie Wood’s Ark funds reportedly dumped Coinbase shares yesterday for the first time this year.Antitrust legislation aimed at Big Tech may be off the table for now. Chuck Schumer, the Senate majority leader, told donors at a Capitol Hill fund-raiser yesterday that the American Innovation and Choice Online Act, which he had promised to bring to a vote this summer, lacks the support needed to get it to the Senate floor, Bloomberg reported. The bill’s bipartisan backers have been pressuring Schumer to act fast, before midterm elections that could change the balance of power in Congress.One America News, once a dependable Trump promoter, is struggling to survive. The network is being dropped by major carriers and faces a wave of defamation lawsuits for its outlandish stories about the 2020 election. OAN’s most recent blow is from Verizon, which will stop carrying the network on its Fios television service this week. It is now available to only a few thousand people who subscribe to regional cable providers.Teva Pharmaceuticals reaches a tentative $4.25 billion settlement over opioids. The proposed settlement, which is with some 2,500 local governments, states and tribes, would end thousands of lawsuits against one of the largest producers of the painkillers during the height of the opioid epidemic.Florida’s largest utility secretly funded a website that attacked its critics. Florida Power & Light bankrolled and controlled The Capitolist, a news site aimed at Florida lawmakers, through intermediaries from an Alabama consulting firm, an investigation by The Miami Herald found. The site claimed to be independent, but it advocated rate hikes and legislative favors in efforts that were directed by top executives at the utility.BlackRock downshifts on E.S.G. BlackRock, the world’s largest asset manager, slashed its support for shareholder proposals on environmental and social issues this year, backing only 24 percent of such resolutions in the proxy season that ended in June, down from 43 percent in the previous period. The firm, which has long led the conscious investing movement, said this year’s proposals were “less supportable” and cited new regulatory guidance that opened the door to a broader range of policy-related proposals.The firm has criticized overly “prescriptive” resolutions. In a May memo, BlackRock signaled that Russia’s war in Ukraine was straining global energy supplies and shifting its calculations. “Many climate-related shareholder proposals sought to dictate the pace of companies’ energy transition plans despite continued consumer demand,” wrote the firm’s global head of investment stewardship, Sandy Boss. She noted that shareholders generally supported fewer environmental and social proposals this year as well, voting for 27 percent of resolutions, down from 36 percent in the previous proxy period.Opposition to E.S.G. is mounting. The environmental, social and governance investment push has been labeled “woke capitalism” by critics and is under fire from executives like Tesla’s Elon Musk, major investors like Bill Ackman and Republican politicians. In a speech yesterday, former Vice President Mike Pence, a possible 2024 hopeful, said that big government and big business were together advancing a “pernicious woke agenda.”E.S.G. supporters say critics may have a point. Andrew Behar, C.E.O. of the shareholder advocacy group As You Sow, agrees that many supposed E.S.G. investments don’t reflect true sustainability — with ever more capital directed toward the idea and many funds failing to live up to their promises. Behar argued that more corporate disclosures — which anti-E.S.G. groups oppose — would help to ensure that green investing actually works. He argues that critics also ignore a key financial incentive driving investor interest: knowing and lowering the costs of environmental issues throughout company operations, including risks from changing weather and the transition to more sustainable models. “We don’t have an E.S.G. problem,” Behar told DealBook. “We have a naming problem.”“I quit Starbucks. I had to. I just didn’t feel like that was justifiable. It’s like a small car payment.” — Fontaine Weyman, a 43-year-old songwriter from Charleston, S.C., on changing her coffee habits. Many Americans are dealing with the fastest inflation of their adult lives across a broad range of goods and services.Instagram tries to explain itself Instagram responded yesterday to criticism from some of its most popular users, including Kylie Jenner, about new features that made it more like its top rival, TikTok, the fast-growing video app owned by the Chinese company ByteDance.Adam Mosseri, Instagram’s head, said that it was experimenting with several changes, and that he knew users were unhappy. “It’s not yet good,” he said of some of the tweaks in a video post. He stressed Instagram’s commitment to photos, the app’s original focus, but said, “I’m going to be honest, I do believe that more and more of Instagram is going to become video over time.”Reels, a short-video product, is one of the six main investment priorities at Meta, which owns Facebook and Instagram, according to an internal memo last month from Chris Cox, the company’s chief product officer. Cox said that users had doubled the amount of time they spent on Reels year over year, and that Meta would prioritize boosting ads in Reels “as quickly as possible.” Last week, Instagram announced that almost all videos in the app would be posted as Reels.The changes come as Meta heads into a new phase. Mark Zuckerberg, its founder and chief executive, has cut costs, reshuffled his leadership team and made clear that low-performing employees will be let go, writes The Times’s Mike Isaac. “Realistically, there are probably a bunch of people at the company who shouldn’t be here,” Zuckerberg said on a call late last month. In recent months, profit at Meta has fallen and revenue has slowed as the company has spent lavishly on augmented and virtual reality projects, and as the economic slowdown has hurt its advertising business.The high-profile complaints about Instagram’s revamp started in recent days, when Kylie Jenner, the beauty mogul with 361 million Instagram followers, shared an image on the site that read: “Make Instagram Instagram again. (stop trying to be tiktok i just want to see cute photos of my friends.) Sincerely, everyone.”“PRETTY PLEASE,” Kim Kardashian, Jenner’s half sister and the seventh-most-followed Instagram user, echoed in a later post. Yesterday, Chrissy Teigen, a model and author with 39 million followers, responded to Mosseri in a tweet, saying, “we don’t wanna make videos Adam lol.”Companies have reason to listen when social media stars speak up, writes The Times’s Kalley Huang. In 2018, after Snapchat overhauled its interface, Jenner tweeted: “sooo does anyone else not open Snapchat anymore? Or is it just me….” Within a week, Snap, the app’s parent company, had lost $1.3 billion in market value.THE SPEED READ DealsThe activist investor Elliott Management reportedly has a stake in Paypal and is pushing it to cut costs faster. (WSJ, Bloomberg)Twitter shareholders will be asked to vote on Elon Musk’s potential acquisition in September. (Bloomberg)PolicyThe Senate advanced an industrial policy bill that includes more than $52 billion in subsidies for chip makers building U.S. plants. (NYT)The short seller Carson Block is being sued over a $14 million award from the S.E.C. that raised questions about the agency’s whistle-blower program. (Bloomberg)After Apple launched a “buy now, pay later” service, the top U.S. consumer finance regulator warned Big Tech about undermining competition in the sector. (FT)A federal judge ruled that Uber doesn’t have to offer wheelchair-accessible cars in every city. (The Verge)Best of the restCredit Suisse, which reported larger second-quarter losses than expected, replaced its C.E.O. (FT)Customers are paying billions of dollars in fees for “free” checking. (Bloomberg)The default settings in Apple, Google, Amazon and Microsoft products that you should turn off right away. (NYT)This man sells mud to Major League Baseball. (NYT)“The Case of the $5,000 Springsteen Tickets” (NYT)R.I.P., Choco Taco. (NYT)We’d like your feedback! Please email thoughts and suggestions to dealbook@nytimes.com. More