Legal News for Weds 8/14 - Mars To Buy Kellanova for $36b, Trump Fails to Remove Judge Merchan Again, DOJ Google Breakup Potential and NLRB Clash with Macy*s

Minimum Competence

This Day in Legal History: Social Security Act Signed

On August 14, 1935, President Franklin D. Roosevelt signed the Social Security Act into law, a landmark piece of legislation that reshaped the American social welfare system. The Act established several critical programs, including unemployment insurance, pension plans for the elderly, and "Aid to Dependent Children," which later became known as Aid to Families with Dependent Children (AFDC). Born out of the economic devastation of the Great Depression, the Social Security Act was a cornerstone of Roosevelt’s New Deal, aimed at providing financial security for vulnerable populations. The signing of this Act marked the beginning of a federal commitment to ensuring a safety net for the elderly, the unemployed, and families in need. The Social Security program has since evolved into one of the most enduring and significant aspects of American public policy, continuing to play a vital role in the lives of millions.

Mars Inc. has agreed to purchase Kellanova, the brand behind Pringles, Eggos and Cheez-its, for nearly $36 billion, marking the largest packaged-food industry deal in almost a decade. The acquisition price includes $83.50 per share in cash, representing a 33% premium over Kellanova's closing price before the deal talks were reported. This move comes as the food industry faces declining volumes and slowing growth, prompting companies to seek consolidation and innovation.

Kellanova, which spun off its cereal business last year, has shown strong earnings and raised its full-year guidance due to successful new products and marketing efforts. The deal, expected to close in the first half of next year, will allow Mars to diversify its portfolio beyond chocolate, especially as cocoa prices have surged. The transaction will be financed through Mars' cash reserves and a $29 billion bridge loan. Antitrust concerns are expected to be minimal, given the limited overlap between the companies' products. If the deal falls through due to regulatory issues, Mars would owe Kellanova a $1.25 billion termination fee.

Mars Buys Snack Maker Kellanova in $36 Billion Deal

A New York judge, Justice Juan Merchan, has denied Donald Trump's request for the third time to recuse himself from the case in which Trump was convicted of falsifying business records related to hush money paid to Stormy Daniels. Trump’s lawyers argued that Merchan had a conflict of interest due to his daughter's work for a political consultancy linked to Democratic campaigns. However, Merchan dismissed these claims, stating they were repetitive and lacked evidence. Trump was found guilty on 34 felony counts in May, with sentencing scheduled for September 18. The Manhattan District Attorney's Office labeled Trump's recusal attempts as frivolous.

Trump loses third bid for judge to step aside in hush money case | Reuters

The U.S. Department of Justice (DOJ) is contemplating breaking up Google following a court ruling that found the company monopolized the online search market. This would be the most significant antitrust action since the unsuccessful attempt to break up Microsoft two decades ago.

Among the possible remedies, the DOJ is considering divesting units like the Android operating system and the Chrome web browser, or even forcing Google to sell its AdWords platform. Another option involves requiring Google to share data with competitors like Microsoft's Bing or DuckDuckGo, to level the playing field.

The DOJ's deliberations follow Judge Amit Mehta's recent ruling against Google, which found that the company used illegal agreements to secure its dominance in search and search ads. The DOJ may also push for a ban on exclusive contracts that stifle competition, which were central to the case. If pursued, the breakup would be the largest since AT&T's dismantling in the 1980s. However, Google plans to appeal the ruling, and any DOJ proposal would need court approval.

DOJ Mulls Google Breakup Push After Landmark Antitrust Win (1)

The National Labor Relations Board (NLRB) has argued that the recent U.S. Supreme Court ruling in Jarkesy v. U.S. Securities and Exchange Commission does not affect its ability to address illegal labor practices. The Supreme Court ruling found that the SEC's in-house enforcement practices violated the constitutional right to a jury trial, raising questions about the powers of other agencies.

However, the NLRB maintains that its role in remedying worker harm is distinct from the punitive measures by the SEC, as it focuses on compensating workers rather than imposing penalties. Macy's, which is appealing an NLRB decision related to an illegal lockout, contends that the Supreme Court’s ruling applies broadly, including to claims involving illegal firings, which the company argues are similar to common law wrongful termination cases.

The NLRB cited a 2022 decision in Thryv Inc., which expanded its power to order compensation for direct or foreseeable financial harms. While the 5th Circuit Court invalidated the Thryv ruling on its merits, it did not address broader issues of remedies. The 9th Circuit is now considering the impact of the Jarkesy decision on the NLRB's authority.

NLRB, Macy's duel over US Supreme Court ruling's impact on agency powers | Reuters

Yesterday, in a piece I wrote for Forbes, I explored the economic impact of tax breaks for data centers, arguing that while these facilities are essential to the modern digital economy, they don't generate long-term job growth as some proponents suggest. Instead, data centers resemble traditional infrastructure projects, offering utility rather than sustained employment. For example, in Washington State, tax incentives meant to create jobs in rural areas have primarily benefited large corporations like Microsoft, with minimal job creation for local communities.

These data centers also place significant demands on local resources, such as electricity and water, especially in areas where these resources are scarce. Given their limited role in job creation, I suggest that public subsidies should focus on the construction and development of these centers and related internet infrastructure, rather than on ongoing operational support. By investing in infrastructure that enhances connectivity and sustainability, states can ensure public funds are used responsibly and generate broader social benefits.

Tax Breaks For Data Centers Bring Few Jobs

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