TIMnovate

Trump Goes Public  

By Shlomo Maital

        Here is the story of how a man, leading polls in the Presidential race, who may become President of the US in November, has engineered a legal swindle, that may cost unwitting innocents much cash, because he needs money to pay his mounting legal bills and bail bonds.

       Here’s how a man running for President uses legal means to turn $3.7 million into $3.5 billion [“Trump Media booked $3.7 million in revenue in the first nine months of 2023 and “expects to incur significant losses into the foreseeable future,” according to a regulatory filing. Unless it can rapidly boost its revenue or turn a profit, it could have difficulty maintaining its lofty valuation, experts said.].   This man, Trump, will likely have between 75 and 80 million Americans who vote for him in November.  Really.

   This is from CBS News:  (and you could not make it up if you tried):

       “Former President Donald Trump could soon receive a windfall valued as much as $3.5 billion, with shareholders of a publicly traded funding partner voting Friday on whether to merge with his Trump Media & Technology Group.  The vote is taking place about one month after the two companies received regulatory approval to proceed with the long-delayed merger.  If shareholders of Digital World Acquisition Corp. (DWAC) approve, the businesses could combine soon afterward, putting the former president’s Truth Social social media platform on the stock market. Trump created Truth Social as a conservative-focused social media service after he was banned from Twitter, now known as X, and other platforms following the January 6th riot.”

       This is a back-door Initial Public Offering of stock, bypassing the normal tough SEC regulations.

      “Digital World is a special purpose acquisition company, or SPAC, a shell company that is created to take a private business public without conducting an initial public offering.  The new company would be renamed Trump Media & Technology Group Corp. and trade under the stock ticker DJT, the same letters as Trump’s initials, according to regulatory filings.”

       SPACs have long gone out of fashion.  Trump is using SPAC to make a quick buck, leveraging his MAGA supporters who will buy anything with the stock ticker DJT (Donald J Trump, get it?).

     “Trump stands to make a fortune from the pending deal, given that he would control 78.8 million shares of the newly merged company, or about 58% of the business. Based on DWAC’s current stock price, that stake could be worth as much as $3.5 billion.”

     No, Trump can’t flip his stocks and sell them at once.  He’s limited by law to hold them for six months.  Can he borrow against them?  No.  “Trump likely won’t be able to use the stock to get a loan, either. That’s because the DWAC regulatory filing states that founding investors can’t sell, lend, donate or encumber their shares for six months after the deal closes.”  [a ‘lock-up agreement’].

    “It’s possible that Digital World could waive the lock-up agreement before the deal closes. Or, in what some legal experts say would be a more likely path, the new company’s board could decide to alter the lock-up agreement after the deal closes.  Such a decision by the new board could open those directors up to legal scrutiny, however. They would need to show they’re doing it to benefit shareholders.”

    Look for cynical Wall St. pros to buy shares in the new company, then sell them a day or two later, profiting from the expected enthusiastic, naïve purchases of Trump supporters  (it seems they will buy anything, including fabrications, lies, untruths and worthless shares, as long as they have the initials DJT on them).  Those supporters will buy high, and in the end, sell low. 

       Will they blame the MAGA fraud?  No.   They never do. 

Some of DWAC’s shareholders appear to be Trump followers, as one group on Truth Social includes more than 7,850 users who have been communicating about the stock and its prospects. That raises the possibility that DWAC’s shares are currently getting a lift from Trump’s supporters at a time when Trump is moving closer to securing the GOP nomination for president.

That windfall could land in Trump’s lap at a time when his financial pressures are ratcheting up. For one, Trump’s lawyers have said he’s been unable to secure a bond to appeal a judgement of more than $460 million in his civil fraud case. If he can’t pony up the money by March 25, New York state could seize property from Trump to satisfy the ruling.

Trump is also facing hefty legal bills in the other court cases against him, including more than $8.5 million in legal expenses so far in 2024 alone. His political action committees last year spent more than it raised, partly due to almost $50 million in legal fees for the president’s ongoing legal defenses.

But while a $3.5 billion stake in a publicly traded company could help relieve some of those financial pressures, it’s unlikely to immediately help Trump. That’s because he and other big shareholders are subject to a so-called “lock-up” provision that bars him from selling his stock for at least six months.

Here’s what to know.

Why can’t Trump immediately sell his stake in Trump Media?

That’s due to a lock-up provision for major shareholders, according to a DWAC regulatory filing.

Lock-up provisions are a common restriction on Wall Street designed to keep big investors from dumping their shares in a company soon after the company goes public. If they were to occur, such large stock sales could cause a company’s shares to tank.

Legal experts say “encumber” is a powerful word that could prevent Trump from using the stock as collateral to raise cash before six months have elapsed.

Could Trump sell before the lock-up expires?

Could Trump sell his stock after the six months are over?

Yes, but typically major shareholders don’t sell their entire stake in one sale. That’s because such a big transaction could undermine other investors’ faith in the stability of the company as well as flood the market with available shares, potentially leading to a plunge in the company’s share price.

Major stockholders and company founders usually sell their shares in smaller amounts over time to avoid destabilizing the stock price.

Is Trump’s stake really worth $3.5 billion?

That figure is based on the current trading price of DWAC and the number of shares that Trump will own after the merger closes.

But any publicly traded investment comes with risks, including the possibility that the shares could lose value. Once publicly traded, the Trump Media Group could face more scrutiny from a wider pool of investors, who might not see the same value in it as DWAC’s current shareholder base.

“In the short term, if a lot of people say, ‘I don’t really care what it’s worth, I’m just gonna keep buying it, and I’m gonna keep propping it up,’ you can do that for a reasonable period of time,” said Harry Kraemer, a professor specializing mergers and acquisitions at Northwestern University’s Kellogg School of Management. That “almost defies economic logic, but there we are,” he added.

For one, the Trump Media Group’s main asset is Truth Social, which is lagging far behind rival social media platforms such as Facebook, X and Instagram in both users and advertisers. Truth Social is filled with advertisements for faux-medical cures, Trump-themed merchandise and right-wing companies.

“Given the fact that their sales last year were less than $5 million, and they’re losing significant money, it is hard to believe that the long-term economic value of this company could even be as high as $100 million,” Kraemer said. “So talking about billions is absolutely ridiculous from an economic standpoint.”

Again, Trump also faces risks if he sells stock once the lock-up provision is expired. For instance, if he sells a large stake, the value of the stock could decline, which would then lower the value of his remaining shares at a time when he may need more money to pay legal bills or fund his campaign.

“As soon as people know he’s gonna sell the stock, they’re gonna want to sell the stock, and the stock is going to crater,” Kraemer predicted.    

Robert Card: The Tragedy of His Brain  

By Shlomo Maital  

   Last October, a terrible tragedy unfolded in little Lewiston, Maine.  Robert Card, 40-year-old Army reservist and veteran, shot and killed 18 people!  Then he committed suicide.

    The shooting was especially lethal, because Card was a certified Army firearms instructor. 

     Why?????

     Unlike many such mass shootings (by the way – they are the #1 cause of death now, among children!), this one had a clear explanation.  The BBC reported on its website:

       “… doctors said on Wednesday that he may have suffered brain injuries during military drills.  Card was a long-time instructor at an Army hand grenade training range, according to a statement released by the Concussion Legacy Foundation on Wednesday.   During that time he was exposed to “thousands of low-level blasts”, the organization said.  Dr Ann McKee from Boston University’s CTE [Chronic Traumatic Encephalopathy] Center, who conducted the study of Card’s brain, said that nerve fibres in Card’s brain showed “significant degeneration… inflammation” and “small blood vessel injury”.“ (CTE is what many retired National Football League players suffer, after repeated blows to the head, even when protected by high-tech helmets). 

       In a typical training session for West Point cadets, Card would supervise over a thousand cadets, each of whom would throw two grenades on a firing range.  One session – 2,000 explosions.  Many such sessions – many thousands of explosions.

       Card told people he heard voices, that said terrible things about him – that he was a pedophile.  Those repeated explosions literally scrambled his brain.  The damaged nerve fibers are the ‘wires’ that connect brain cells and transmit messages. 

        In my army service, in a reserve artillery unit, my job was to scout future placements.  I generally was far from the blasts themselves.  But what about the gun crews?  And what about all the kids who play Pop Warner football?  And the football players in college? And in the NFL?

          It is time we showed new respect for our delicate brains.  If avoidable, we need to guard them from blasts, blows or other harmful things.  Robert Card was not to blame.  His army service scrambled his brain.  How many others suffer from similar damage?

  Why Study Philosophy

By Shlomo Maital

Aristotle

To: Prof. Agner Callard, U. of Chicago

    Prof. Callard, thank you for your honest, tell-it-as-it-is Op-Ed in The New York Times, December 2, 2023, “I Teach the Humanities, and I Still Don’t Know What their Value Is”. 

    I was a freshman at Queen’s University, Kingston, Ontario, a long time ago,  in 1959.  All Arts & Science freshmen were required to take Philosophy 1 in their first year.  The professor was a brilliant, demanding Scotsman named A.R.C. Duncan.  The one-semester course had three parts:  Logic, Ethics, Metaphysics.  Logic:  How to think and draw conclusions.  Ethics;  What is right, what is wrong – and how to know.  Metaphysics:  What does it mean “to exist’, what does it mean “to know”?

   Since that first course, I took a great many courses, through an Economics Ph.D. at Princeton.  All the other courses put together taught me far less than Philosophy 1 from A.R.C. Duncan.  He taught me to think logically —  using logic operators like and/or, not/both, either/or.  He taught us how to deal with complex moral dilemmas involving right and wrong. We learned how the Greeks figured it out —  valid to this day.  (I learned about deontological intuitionism, meaning, I just know what is right, don’t ask me how!).   I learned how to think critically – and the crucial importance of truth. 

         All that was 64 years ago.   I remember that humanities course vividly and use it almost daily. 

           So, Prof. Callard —  what is the value of humanities?  Philosophy, art, literature, history, poetry?   To me it is clear.   The humanities help us be more human…. And to be better human beings.  To think clearly, and based on that, to act in a manner that is right and honorable.  

           Humanities are being shut down right and left, all over the US, and in my country, Israel, too.  As someone once said:  If we only glorify quantum physics, and demean moral philosophy, we will have neither science nor values that hold water. 

 Why We Remember

By Shlomo Maital

     For us seniors, few things are as troubling as memory loss.  We know the statistics of dementia…  and, for me personally, mental decline is far more worrisome than physical decline.  I can deal with running slower, walking slower, and a variety of aches and pains.  But an addled brain?  Oh, boy.

     That is why I and a large number of us seniors found the New York Times Op-Ed piece by Charan Ranganath, regarding the Republican special prosecutor’s gratuitous comment on Biden’s poor memory.  Dr. Ranganath expanded on his insights in an insightful interview with Terry Gross, on the Fresh Air podcast.

        Here are a few of his insights:

        * The issue is not why we forget… but why we remember.   We remember things that are significant to us.  The part of our brain that focuses attention is the pre-frontal cortex.  As we age, it works less well.  (By the way – same problem with teenagers – their prefrontal cortex hasn’t yet fully developed, which is why they tend to do really dumb things…which their parents just don’t understand!). 

          When we are less mindful of events, we remember them less well.  Conclusion?  Mindfulness.  If you really want to remember something, consciously focus on remembering it.  Find a mnemonic trick (I remember Sandra Bullock’s name by linking it to an ox-cart (Bullock) ).  In general, practicing mindfulness (paying close attention to what is going on at the present) is important for seniors, precisely because our brain is less mindful and more distracted.  This is especially important when we drive our cars. 

         Ranganath makes a brilliant point.  The question is not why we forget – but why we remember. We remember, because we regard the memory as very important, one that we will need to retrieve.  And so many recent events (what I had for breakfast) are just not that important to us.  And repetitive!  So the brain just doesn’t bother with it!

        Often, I want to remember a name (e.g. Sigourney Weaver, star of Alien) but for the moment, cannot retrieve it.  This is a memory that is not lost – but simply harder to retrieve.  If you worry about it, the worry itself will hamper your memory.  So – file it. Tell your brain, I want you to dig this memory up…take your time, you can do it!  And it can!   It will pop into your head, later… moments or hours or even days.  But it will come…as long as you do not let it worry you.  

      Evidence?  Here is what the neurologist explains: “There is forgetting, and there is Forgetting. If you’re over the age of 40, you’ve most likely experienced the frustration of trying to grasp that slippery word on the tip of your tongue. Colloquially, this might be described as forgetting, but most memory scientists would call this retrieval failure, meaning that the memory is there but we just can’t pull it up when we need it.”   

       Having problems with dates?   Remembering that an event took place is different from being able to put a date on when it happened, which is more challenging with increased age.   Partly because those of us who are 80 and over have two times more dates to remember than spring chickens who are 40.  Biden of course recalled the tragic death of his son Beau – but not the date.  So what?   The reporters who tormented him about this should…well, burn in Hell. 

         Think about it.  In our digital age, everything is digitized and recorded.  We simply do not NEED to remember.  Silicon does it for us.  Why waste valuable pre-frontoal cortex brainpower on remembering when everything is recorded for us and at our fingertips (or Google’s fingertips)?  

          At the same time —  judgement.  Would you prefer the judgment of an experienced, wise leader, who made vital decisions for many decades, over a Harvard-trained 40-year-old whiz kid who has no experience and probably, scores below sea level on EQ (emotional intelligence)?    Or, a foul-mouthed lying 77-year-old insurrectionist whose business success has turned out to be utterly fraudulent, according to a Federal judge, and who mistakes Nikki Haley for Nancy Pelosi?

* Dr. Ranganath is a professor of psychology and neuroscience and the director of the Dynamic Memory Lab at the University of California, Davis,

Kharkiv & Hamas

By Shlomo Maital  

      Kharkiv is the second-largest city in Ukraine, next to Kyiv the capital.  It is on the northeastern border with Russia.   It had a population of 1,421,125 (2022 estimate) — it is thought that some 600,000 people have been evacuated, in the face of Russian missiles and artillery shells raining down on the civilian population,  with many deaths.

       Kharkiv has an underground Metro.  It is being used now as a bomb shelter – and as schools.  Some 9,000 children attend school there, according to the National Public Radio correspondent there, Joanna Kakissis —  who, by the way, is exceptionally courageous, as she almost daily reports from the battleground.    

        Kharkiv’s underground schools have been so successful, that several more such schools are under consideration and planning, for Kharkiv’s 65,000 schoolchildren.

         Contrast this with the Hamas tunnel system, now estimated at over 700 kms.,  in the Gaza strip which is only 40 kms. long (meaning tunnels crisscross the width and length of Gaza many times).  Only Hamas terrorists shelter in the tunnels, including their peerless fearless leader Yahya Sinwar and his family.  The people?  Who cares.

         The comparison between Ukrainian schoolchildren going to school underground, sheltered, protected, but still in fear, as the Russian war on Ukrainian civilians enters its second year, with Hamas’s hundreds of kilometers of tunnels, safe haven for its leaders and their bodyguards and families only….  It is obscene.  And as corrupted as are the politicians who continue to block vital US aid to Israel and Ukraine. 

Underground school in Kharkiv

Putin As Mass Murderer

By Shlomo Maital   

Alexander Navalny

      Note: Facebook has threatened to close my account, if I post this blog….

To the MAGA Republicans who admire Putin:   Here is the list of 10 opponents whose death he has ordered, according to Newsweek.  Yes, Donald Trump.  Putin is indeed a “killer”.  Tucker Carlson, who interviewed Putin shortly before Navalny’s death, you have blood on your hands, too, as an indirect and unwitting (witless) accomplice.   Republican House of Representatives Speaker: You are directly supporting this thug by adjourning the House for two weeks without approving the military aid for Ukraine.  China and Iran: You are known by your friends. 

   Newsweek reports: “For over two decades, President Vladimir Putin has squeezed dissent in Russia. Critics, journalists, and defectors have faced dire consequences after opposing him. From poisonings to shootings, mysterious falls from windows, and even plane crashes, there is a long trail of silenced voices.”

1. Alexei Navalny Age: 47. Date of Death: February 16, 2024.  Cause of Death: Alexei Navalny died in prison. The Russian prison service reported that he felt unwell after a walk and lost consciousness. Alexei Navalny was a prominent critic of Vladimir Putin. He gained global attention in 2020 when he survived a poisoning with the nerve agent Novichok. Navalny willingly returned to Russia from Germany in 2021, where he had received treatment for the previous poisoning. Upon his return, he was promptly arrested. Navalny was known for exposing corruption, investigating Putin’s inner circle, and leading anti-Kremlin opposition movements. His death is likely to be seen by fellow opposition members as a political assassination attributable to Putin, but is as yet unexplained.
2. Mikhail Lesin. Age: 57. Date of Death: November 5, 2015. Cause of Death: Mikhail Lesin was a former Russian press minister and media executive. He fell out of favor with Putin and faced scrutiny for his wealth. Lesin was found dead in a Washington, D.C. hotel room. The official cause of death was ruled as accidental blunt force injuries, but questions persist about the circumstances.
3. Boris Nemtsov. Age: 55. Date of Death: February 27, 2015. Cause of Death: Boris Nemtsov was shot dead on a bridge near the Kremlin. His murder remains unsolved, but many believe it was politically motivated. Nemtsov was a vocal critic of Putin’s government, advocating for democracy, human rights, and transparency. He served as a deputy prime minister under President Boris Yeltsin and later became a prominent opposition figure.
4. Boris Berezovsky. Age: 67. Date of Death: March 23, 2013. Cause of Death: Boris Berezovsky was a wealthy businessman, oligarch, and former ally of Putin. However, he became a vocal critic and fled to the U.K. Berezovsky was found dead in his home in Berkshire, England. The official cause of death was ruled as suicide, but suspicions remain due to his high-profile opposition activities.
5. Sergei Magnitsky. Age: 37. Date of Death: November 16, 2009. Cause of Death: Sergei Magnitsky was a lawyer and auditor who exposed a massive tax fraud scheme involving Russian officials. He was arrested, imprisoned, and denied medical treatment. Magnitsky died in custody following severe beatings and medical neglect. His death led to the passing of the Magnitsky Act in the United States, which sanctions Russian officials involved in human rights abuses and corruption.
6. Stanislav Markelov. Age: 34. Date of Death: January 19, 2009. Cause of Death: Stanislav Markelov was a human rights lawyer and journalist. He was assassinated in Moscow by a gunman who also killed journalist Anastasia Baburova. Markelov had represented victims of human rights abuses and criticized the Russian government’s actions in Chechnya. His death raised concerns about the safety of those opposing the regime.
7. Anastasia Baburova. Age: 25. Date of Death: January 19, 2009. Cause of Death: Anastasia Baburova, a journalist and activist, was shot dead alongside human rights lawyer Stanislav Markelov in Moscow. She had reported on neo-Nazi groups and political violence. Her murder remains unsolved, but it is believed to be connected to her activism.
8. Natalia Estemirova. Age: 50. Date of Death: July 15, 2009. Cause of Death: Natalia Estemirova, a human rights activist and journalist, was abducted in Grozny, Chechnya, and found dead later that day. She had documented human rights violations in Chechnya and criticized the government. Her murder remains unsolved, but it is widely believed to be connected to her activism and criticism of the Chechen authorities.
9. Anna Politkovskaya. Age: 48. Date of Death: October 7, 2006. Cause of Death: Anna Politkovskaya, an investigative journalist, was shot dead in her apartment building in Moscow. She had reported extensively on human rights abuses, corruption, and the war in Chechnya. Her work was critical of Putin’s government, and her murder sparked international outrage. Despite investigations, the masterminds behind her killing have not been brought to justice.
10. Yuri Shchekochikhin. Age: 53. Date of Death: July 3, 2003. Cause of Death: Yuri Shchekochikhin was a journalist, writer, and member of the Russian State Duma. He investigated corruption, organized crime, and human rights abuses. Shchekochikhin suddenly fell ill and died from an unknown cause. Some suspect poisoning, but the circumstances remain unclear.

Biden’s Memory? Or Biden’s Wisdom?

By Shlomo Maital

       On November 1, 2017, Robert Hur was nominated by President Donald Trump to be the next United States Attorney for the District of Maryland.   On January 12, 2023, Attorney General Merrick Garland appointed Hur to oversee the United States Department of Justice’s investigation into President Joe Biden’s alleged mishandling of classified documents during his time as vice president.  His report referred to President Biden as a “well-meaning elderly man with a poor memory”.

      Hur is now in private law practice in Washington.  His report is a political hit job on the only issue Republicans have to attack Biden – because the economy is doing well, inflation is down, and the Republicans just shot down their own border security bill – while Trump just invited Putin to attack Europe if the cheapskate Europeans don’t pay up. Hur knows less than zero about memory or neurology.

       Americans – you want TRUMP to lead you? 

       And re memory.  I’m 81, Biden’s age.  OK, I don’t always remember that Sigourney Weaver was the female lead in Alien.  So?  But I’ve learned a few things over the past 81 years.  6/10 on memory, and, this is not boastful, 9/10 on experience and life wisdom.   With memory, you can look it up. With crucial decisions – you have to rely on wisdom. Answer this. Is Trump wise????  Is Biden wise?

         Shame to let a political hack, Trump appointee, gratuitously stray from the job a Democratic  Secretary of Justice assigned him, just to boost his law practice. 

          And re that disastrous Biden press conference?    Thick-headed reporters twisted the knife and asked Biden about the Hur Report’s reference to the death of his son Beau – when it occurred.  It upset and angered Biden.  I know that when I’m angry and upset, I do not think very clearly. Neither did Biden. 

           Fire the damned reporter.  And disbar Robert Hur.

* Shear, Michael D. (February 8, 2024). “Special Counsel’s Report Puts Biden’s Age and Memory in the Spotlight”. The New York Times.