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The Directors Letter
Corporate Governance News Since 2006

Written by Executives, Read by Executives

February 1, 2025






Headlines


  • DeepSeek
  • Pres. Trump’s Gaza Plan
  • The Senate’s Rubber Stamp
  • You Should Know:10 Items
  • Video: Trump’s Early Days
  • Goodwin’s Client Alert




Publisher’s Comment: Friends and advisers have mentioned that we recommend "no discussion of politics in the workplace." Then ,we talk about business risk related to domestic and global politics. The first is related to the mental health of your entire workforce. The second is a senior level responsibility possibly impacting your business operations and sustainability. A simple example: When Russia invaded the Ukraine, numerous US consumer companies decided to shut down, or sold their Russian operations. Looking back 5 or 10 years ago: Hacking, IP theft, government sponsored competition, and China's Belt and Road initiative were not omni-present threats. Today, add to these foreign risks the increasing US regulatory and social obligations. Now, leadership’ s list of corporate responsibility continues to grow. Our intent is quite simple: Assist you in recognizing the relevant risks to your business but not dictate solutions to you.


Surprise, Here Comes DeepSeek   Now that you have put the house in the Hamptons and the villa in Tuscany up for sale, hopefully you were able to cancel the contract for the 150-foot yacht we can reflect on this sequence of events more thoughtfully.


The company “DeepSeek”publicly announced its lead AI product called R1 on Monday. In response, the stock market lost almost $1 trillion in valuation with 50% of that attributed to the stock of Nvidia. However, we have great faith in the financial resiliency of this country’s financial markets, and that has been proven over time. However, it is realistic to think that this event will trickle down and impact the value other AI investments and tangential companies and products. These might be in support areas such as electric supply, capital equipment, and real estate investments.


This product must be proven to be legitimate, technically, and financially competitive. Is it competitive with Open AI’s 01, reasoning product, and available at a fraction of the development/installation and thereby user cost? The cost savings seem to be based on the ability of DeepSeek to utilize less expensive computer chips to train the sophisticated systems and related applications.


Some significant questions and discussions relate to the chips, and whether they are in fact new and cheaper. Are they in fact sophisticated chips that somehow bypassed US restrictions on the sale of US designed chips to China? If they are new chips, this brings into question the effectiveness of our intelligence gathering related to Chinese technology. Another more esoteric possibility is that the actual design, not the pirating of our advanced chips, was compromised. As this story evolves the negative impact on the financial community may significantly increase. Perhaps more important is: How did this potentially strategic innovation take place without our knowledge? From an intelligence standpoint, this is a huge failing which has the potential to impact national security impact. If it evolved during the Biden administration, shame on them. If the Trump administration should have been aware of this, shame on them. Stop the political purges. Get those national security appointments in place and up to speed. Hire the best of the best and do it fast. This is not just a Chinese game of product one upmanship. It is more likely a broad-based security test, with the Chinese evaluating US political and financial responses. Our elected officials and business leaders should not be naïve!


Trump’s Gaza Plan   Since the beginning of the October 7 war in Gaza we have always reflected on what might be the eventual solution. Pundits and politicians often utilize the term: “Two State” solution. Reading through the omnipresent cloud of rhetoric this appears to be the Palestinians occupying the Gaza Strip and some portion of the East Bank of the Jordan River. A controlling government might be based on the ineffective Palestinian Authority, Hamas, or some combination of Middle East countries cooperating with Israel. A quick look at a map shows existing Israeli territory extending 60 to 70 miles between the 2 projected Palestinian territories (Gaza and West Bank) We are not diplomats and certainly not trade negotiators. However, we are realists. What are the components and circumstances under which this solution is remotely workable?


Recently, Pres. Trump, as he is prone to do, tossed out the idea of neighboring Egypt to the south and Jordan to the southeast of Gaza allowing Palestinians to relocate or at a minimum live within the Gaza/ Israeli borders of their two countries. To date their response was, “No Way.” President Trump to his credit felt he had workable relations with both countries based on our economic strength and friendly retaliation so that talks should continue. Realistically, Gaza is a wasteland of rubble and most likely unexploded munitions. With that in mind, rebuilding Gaza becomes almost an impossible task with 2 million people living on site.


Ed Note:  No pun intended, but the President is an experienced real estate dealmaker and has a strong hand of cards at his disposal. From our perspective as neophyte negotiators, at least this plan makes some sense from a diplomatic, political, and geographic standpoint. The military risk with the number of terrorist players involved with Iran in the background is unsettling. The suffering on all sides has gone on long enough. Actions speak louder than words. We wish Pres. Trump the best of luck in this challenging and critical endeavor.


The Senate’s Abdication  We have chosen our words carefully with this opening phrase. It refers to the Senate’s recent confirmation of Peter Hegseth as Secretary of Defense. Our comments are not based on politics, but rather on the disservice the Senate has done not only to the American public but to Pres. Trump as Commander-in-Chief. The Constitution clearly states that in their capacity as Senators they provide advice and counsel to the President regarding nominees for his/her cabinet. In this case, they did not provide advice and counsel but instead took an unprofessional but perhaps safe position aggressively supporting the candidate he nominated. Being committed to the Directors Letters mission, our comments relate to their impact on business. The appointment of Sec Hegself will have an impact on business on a global basis and potentially be a threat to national security, which obviously involves our businesses.


In terms of background, for 30 years I did executive search and extensive reference checks on a national basis for CEOs for VC- financed startups. Later in my career, I did all the senior candidate reference checks for Gov. William Weld in his first administration. My goal was to advise and protect the integrity of the individual or organization to whom I reported. It was not to make them happy or curry their favor. Regretfully, the latter appears to be the primary motivation of the majority of the Republican senators voting for Mr. Hegseth.


I followed his nomination carefully and will share my analysis with you. I do not know who initiated his candidacy. It may have been Vice President Vance. Soliciting strong references is where any competent selection process begins. His early experience was in the US Army after Princeton where he did not graduate from an ROTC program. His tenure in the Army was credible but was described as having been in combat. He regularly uses the term “warrior describing a quality that would enhance our military. A laudable goal and an appropriate term, but I never was able to ascertain what he had done in combat, basically, where and when. There are many great leaders both in the military and in private life that have never experienced combat. That experience can be an asset or liability but is not used casually. To his credit, he received 2 bronze stars and an Army commendation medal. The basis for receiving these awards was never made clear. Whether they were combat related or for meritorious service sends a different message. No negative is implied, but the level of experience reflected in these awards can differ significantly. During his confirmation hearings, he was supported by 100 Navy SEALs. The reason for their appearance in Washington would have been interesting to know. I do not understand how someone in his army positions would be involved with Navy special operations. If he did work with the Seals and merited their active support, that is a strong endorsement.


After his active-duty service, it was reported that Mr. Hegseth was involved in several veterans’ organizations, which encountered significant financial difficulties and resulted in his departure. I was involved for 10 years as chairman of the board of the New England Center and Home for veterans. With a group of outstanding men and women, we were able to move it from bankruptcy to become one of the leading and largest providers of housing and services to our veterans both men and women. Later Sec. Hegself spent several years as a TV personality on a Fox News broadcast.


In my comments, I have avoided anything regarding his character, which seemed to be the cornerstone of the Senate discussions. However, character is critically important for any position of leadership. In my comments, I have tried to demonstrate and document that his employment qualifications and experience do not justify his selection to run one of the largest organizations in the world let alone one focused on national security and global safety.

The Senate, despite their aggressive questioning, did an unsatisfactory job evaluating his experience relative to his qualifications to lead the Department of Defense. The hackneyed defense of his selection was that “we needed a change” is childlike.


Ed Note: I repeat that the Department of Defense has massive implications for the business community in terms of the purchase and utilization of products and services. In addition, the   Sec. of Defense decides where, when and who goes in “Harm’s Way.” How the global business community sees this massive defense operation has international business implications. Going forward, the Senate and Congress must do a far more professional job selecting, advising and counseling. We deserve it

REPEAT VIDEO
Trump, The Early Days
Part One
Dan Daly reviews the early days of the Trump administration. What is its current and potential impact on your business operations.

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Key Takeaways:


  • Executive Orders and Impact
  • Tariff Delays
  • Climate and Energy
  • Regulatory Reform



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You Should Know:    The cease-fire in Gaza under any circumstances is a positive thing, hopefully reducing the tragic loss of life and allowing critical food and medical supplies to reach the civilians. One recent observation was the immediate arrival after the cease-fire of Hamas troops at the border. They were well-armed, wearing clean uniforms and providing some sort of security. On first glance, this may be  a positive event, but hardly the appearance of a crippled and defeated enemy. What does that say relative to the long-term structure of the cease-fire?


As we talk about the global economy, the business media stories about the weakened economy of Germany combined with its struggling political leadership is worthy of note. It is a huge economy within the EU and has been a powerhouse in the export of manufactured goods. In recent years, that position of strength has waned. Germany’s business strength and its position in the EU has an impact on US business relative to Germany being an exporter and importer. This is an evolving strategic  economic event that should be factored into your company’s global business plans.


Regarding the liability of acquisitions: Pfizer recently settled a $60 million claim to settle allegations that one of its healthcare subsidiaries incentivized healthcare providers to prescribe one of its drugs resulting in the submission of false claims to federal health care programs. The alleged action took place prior to Pfizer making the acquisition. In most legal settlements of this type, the liability moves forward with the acquisition unless specified otherwise. Most larger companies are aware of this liability, but often smaller firms are not. Buyer beware!


190 million files hacked: The hackers that last year stole sensitive information in a cyber-attack on the United Healthcare Group’s subsidiary compromised the records of 190 million people. The result was that the processing of claims for individuals and reimbursements to healthcare operations was either terminated or significantly delayed. United was able to provide short-term financing for operating institutions. In an attack of this size the long-term ramifications may not be known for months or years. In certain cases, the specific impact may never be known because of the sale of confidential information to other parties. Hacking is serious business emphasizing the need for operating companies to have quality cybersecurity planning and response.


World shipping companies and the Gaza cease-fire have a global business impact. The world’s top 3 container shipping companies stated that they would continue to utilize other routes (around the Horn) rather than using the Red Sea and Suez Canal. The reason is a lack of credibility relative to the Houthi’s statements saying that they would only attack vessels directly related to the Mideast war. Some shipping experts estimated that rerouting and increased insurance charges have cost the industry more than $40 billion in the first year of the attacks.


Disturbing news. 


The Trump administration has terminated numerous Inspectors General across a wide range of federal departments. These positions essentially function as operational watchdogs for various federal departments as it relates to waste, inefficiency, political intervention, and conceivably corruption. No statement was made relative to replacement.


Meta CEO Zuckerberg announced that the company was loosening its restrictions on free speech. The review of postings on both Facebook and Instagram would see fewer restrictions on speech imposed by company employees. Mr. Zuckerberg made the statement that the company’s fact checkers “destroyed more truth than they have created.” Advertisers are not happy with the possibility of an ad for their product being located nearby objectionable content. Will money still talk?


South Korea’s impeached and arrested President Yoon Suk Yeol was formally indicted “on charges of leading an insurrection last month when he briefly imposed martial law.” Never good news from a strategic ally in the Pacific!


Recently, the Washington Post reported the Labor Department stated that the number of American workers in unions edged down slightly in 2024 to 9,9%. This was despite a surge in union election filings and several high-profile strikes that were settled. The report stated that 14.3 million workers were in unions. One of the reasons appears to be that recently nonunion positions are growing at a faster rate than union positions.


The White House and the press secretary’s first public press conference announced that the many drones over New Jersey were in fact authorized by the FAA. They were conducting research and other activities,  and some drones were privately owned. Those of us who were convinced that this was an alien reconnaissance mission are relieved. The prompt investigation and response during two Presidential administrations underlines that our national security was in good hands, we think!


Client Alert: Goodwin Law’s brief discussion of Pres. Trump's significant shift in AI policy.  CLICK HERE to go to Goodwin’s secure site.


Where is My Money?   A recent NYT article talked about the President and what power he has to block spending that has been authorized by Congress. The term being utilized is “impoundment.” We are not lawyers and certainly not constitutional lawyers, but the following are comments that we have read related to this action. In 1996, Congress passed a law that would allow presidents to veto specific line items in spending bills. The Supreme Court struck that down as unconstitutional. Congress had previously banned presidents from unilaterally and permanently impounding funds in a 1974 law called the Impoundment Control Act.


The current president has impounded certain funding authorized by Congress. The question is: Why and for how long? A lengthy impoundment would unconstitutionally transfer power from Congress to the president. The Washington Post article mentioned that the recent White House memo said the impoundment would apply to $3 trillion in government programs and activities.


Ed Note:   It  appears that there is no simple answer, but it would be prudent for you to determine how much funding and why it is being held and when it might be available. Medical and educational entities are very concerned as our business that have partnerships or development contracts with these institutions. Medicare and Social Security are not impacted. Any delay in Small Business loans were not mentioned.


Rescinded Temporarily Jan 30, 2025


Banking with Twitter or X    The president of Elon Musk’s social media company X, Linda Yaccarino, announces that it is teaming up with Visa to provide financial services. The service will allow peer-to-peer payments from users’ debit cards and allow users to transfer funds to their bank accounts. The Visa deal allows X to avoid step-by-step regulatory approval on a state basis relative to transferring money. What’s next?

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