Business
David Zaslav’s WBD-Paramount deal payout highlights new ‘golden parachutes’ for CEOs
Warner Bros. Discovery CEO David Zaslav‘s potential payout of more than $800 million from the Paramount Skydance deal highlights an obscure tax rule originally designed to limit CEO pay.
According to SEC filings, Zaslav could collect hundreds of millions of dollars in severance and other stock awards and payments following Paramount’s acquisition of WBD. The payments include about $500 million in share awards, about $115 million in vested stock awards and $34 million in cash, according to the filings.
The deal also includes up to $335 million in potential payments to Zaslav for what’s known as the “golden parachute” excise tax. The tax was originally created by Congress in the 1980s to limit what many considered to be outsized payouts to chief executives upon a change of control or sale of their companies. The tax, of 20%, kicks in when an executive’s payout exceeds three times their typical base salary and target annual bonus.
As part of the acquisition, Paramount agreed to pay Zaslav’s excise tax if his other payments trigger the tax. The reimbursement declines over time and drops to zero if the deal closes in 2027. Paramount has said it is aiming to close the deal, pending regulatory approval, by this fall.
The Paramount board said the reimbursement would be paid by Paramount, not Warner shareholders.
Without the payment, known as a “gross up,” the board said “Mr. Zaslav would be at a substantial disadvantage in terms of excise tax exposure relative to the previously proposed transaction with Netflix,” which wouldn’t have involved a golden parachute tax.
Zaslav’s payout from the deal is expected to be around $667 million without the tax.
Management experts have said that rather than limiting pay, the golden parachute rules have instead incentivized CEOs to sell their companies and reap ever-higher rewards. The tax has also led companies, and their shareholders, to spend even more to pay the special taxes.
“Over time, especially as executive compensation radically shifted toward stock-based pay, golden parachutes have become increasingly lucrative, platinum in many cases,” Jeffrey Gordon, co-director of Columbia Law School’s Ira M. Millstein Center for Global Markets and Corporate Ownership, wrote in a paper. “Even if there is pain among those who are laid off when the firm is sold and layoffs occur, there is plainly one winner: the CEO with a golden parachute.”
Correction: Paramount Skydance is acquiring Warner Bros. Discovery. A previous version of this story mischaracterized the deal.
Business
Consumer confidence hit by ‘ripple of fear’ over Iran war
A key survey indicates growing doubt among shoppers over prospects for the UK economy in the next year.
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Business
Just Eat and Autotrader among five firms under investigation over online reviews
Food delivery giant Just Eat, funeral firm Dignity and motor platform Autotrader are among five firms under investigation by the UK’s competition watchdog as part of its crackdown on fake and misleading online reviews.
The Competition and Markets Authority (CMA) said it had launched probes against the companies – also including customer review and feedback firm Feefo and Pasta Evangelists – to see whether consumer laws have been broken.
Since April last year, companies have been banned from certain tactics around online reviews under law, such as fake posts, paid-for reviews that are not clearly marked as incentivised, as well as for hiding negative feedback.
Sarah Cardell, chief executive of the CMA, said: “Fake reviews strike at the heart of consumer trust – with many of us worrying about misleading content when looking at reviews online.
“With household budgets under pressure, people need to know they’re getting genuine information – not reviews or star ratings that have been manipulated to push them towards the wrong choice.
“We’ve given businesses the time to get things right. Now we’re deploying our new powers to tackle some of the most harmful practices head on.”
The CMA said it was looking into whether Just Eat’s ratings system had inflated some restaurant and grocer star ratings, giving a misleading picture of quality.
For Autotrader and Feefo, the CMA is investigating whether a number of one-star reviews – moderated by Feefo, which handles reviews for the new and used car site – were hidden on the platform and did not count towards the star ratings.
Dignity is under investigation by the CMA into whether it asked staff to write positive reviews about the firm’s crematoria services.
And artisan fresh pasta chain Pasta Evangelists is being probed over allegations it offered customers discounts for leaving five-star reviews on delivery apps without this being disclosed.
If the CMA finds the firms have broken the law, it can order them to change their practices and fine them up to 10% of their annual global sales.
An Autotrader spokesperson said: “We endeavour always to operate as a responsible and compliant business and will co-operate fully with the CMA’s investigation.”
It comes after the CMA recently secured commitments from Google and Amazon to beef up their systems to identify and remove fake reviews.
Amazon last June agreed to put in place “robust processes” to quickly detect and remove fake reviews alongside sanctions for rogue sellers and businesses after an investigation by the CMA to curb the customer hazard.
The tech giant said it would sanction businesses that boost their star ratings via bogus reviews or catalogue abuse, including bans from selling on the website, while users could also be banned for posting fake reviews.
Consumer group Which? welcomed the investigations and said the CMA must “get tough” on firms found to be breaking the law with reviews.
Sue Davies, head of consumer rights policy at Which?, said: “Investigations are a welcome first step, but enforcement will be key – the regulator must be prepared to get tough, use its powers and issue serious fines if these companies aren’t playing by the rules.”
The CMA said it swept more than 100 review publishers as part of the clampdown and sent advisory letters to 54 firms to improve their compliance with the law, with 90% having made changes in response and 75% telling the watchdog they better understood the rules.
Business
Australia fuel crisis: Panic buying prompts PM to reassure nation over fuel supply
Anthony Albanese says nation’s supply remains “secure” amid reports of panic buying and shortages.
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