Campbell Soup’s activist fight going down to the wire over two nominees

The concern with Toler, Campbell said in a statement last week, arises from his work at Campbell, where he was employed between 1995 and 2000, according to LinkedIn. After Campbell, Toler worked at Pinnacle Foods and was CEO of Hostess Brands from 2014 through March of this year. Third Point has mentioned Toler as a potential stand-in for the interim CEO role at Campbell.

“With regard to Mr. Toler, we are very familiar with him due to his period of employment with the Company and concluded that he would not be an appropriate director,” Campbell said.

Toler was mentioned, though not a named party, in a 2001 class-action lawsuit against Campbell and senior executives that stemmed from Campbell’s alleged “channel stuffing,” the practice of sending retailers more products than they need, in order to inflate its sales figures.

Channel stuffing is not infrequent but can become an issue if it becomes flagrant, according to a number of people in the industry who spoke to CNBC, some on the condition of anonymity. It was more common years ago.

According to the 2001 lawsuit, the plaintiffs alleged that Campbell offered retailers discounts on its soup cans of 15 percent to 20 percent, rather than the typical 2 percent to 3 percent, to spur orders. Toler, head of marketing at that time according to the suit, was accused of holding “frequent and sometimes daily conference calls” to discuss and authorize the alleged discounts. The suit said Toler did so to meet revenue targets his superiors gave to him in order to meet analyst estimates. Campbell settled the lawsuit in 2003 for $35 million and did not admit any wrongdoing.

Facts behind the litigation are part of the reason Campbell believes Toler is not appropriate for its board, a person familiar with the matter told CNBC. The person requested anonymity due to the sensitivities around the issue.

Campbell spokesman Thomas Hushen told CNBC that it does not comment on personnel matters as a policy.

In a statement provided to CNBC, Third Point spokeswoman Elissa Doyle said the lengths to which its opponents “will go to rebuff Third Point’s highly-qualified board nominees are once again on display in today’s sad attempt to use a shareholder strike suit filed 18 years ago in which Mr. Toler is not a named party.”

Doyle added that if Campbell were to use the litigation to support its conclusion it would be “either hypocritical or merely illogical” since “key decision-makers also named in the case or in supervisory roles” continued on as officers and directors at the company after the suit.

Corporate governance experts who spoke to CNBC said the lawsuit is not inherently problematic due to the frequency of such securities class-action lawsuits and the uncertainty regarding the reality or severity of Toler’s role in the alleged actions.

They added, though, it is something that Third Point should have known about and been prepared to address. Proxy fights are high stakes — each side looks for flaws in the other party’s slate. Third Point brought Toler into the limelight when it put his name forward to act as Campbell’s interim CEO.

If Third Point didn’t know, said Lawrence Cunningham, a professor at George Washington University, “someone’s going to be upset over on the Loeb side.”

Third Point spokeswoman Doyfle told CNBC in a statement the firm does “deep background research on all of our nominees and agreed with the conclusions of boards at Hostess, Pinnacle, and others who selected Bill to run their companies that an 18-year-old plaintiff strike suit against the Company (not Bill) is wholly irrelevant to his ability to brilliantly operate [a consumer packaged goods] business, create value for shareholders and, most importantly, provide structure and accountability to a management team at Campbell’s that, in their own words, has ‘lost focus.’”

Campbell, meantime, has accused Third Point of being unprepared in its fight after it has backed away from its initial calls for a sale and echoed Campbell’s own sentiments following its strategic review, in addition to reducing the number of directors it is seeking.

Third Point had previously said the only justifiable outcome of the company’s review this summer was a sale to a strategic buyer. Third Point later said it would also accept other moves for Campbell, including a breakup.

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Margot Robbie reveals cheeky, Harley Quinn-centric Birds of Prey subtitle

Move aside, Birdman or (the Unexpected Virtue of Ignorance). The longest, strangest, and most oddly punctuated avian movie title now belongs to Birds of Prey.

EW has confirmed that the full name of Margot Robbie’s Harley Quinn-centric Suicide Squad spin-off will be Birds of Prey (and the Fantabulous Emancipation of One Harley Quinn). Robbie revealed the news with an image on her Instagram of Christina Hodson’s script for the film. On it, the actress had added some Harley-esque doodles and the handwritten subtitle:

The subtitle doesn’t just put Harley’s sauciness front and center; it also hints at a potential storyline for Birds of Prey. The character’s comic book arcs since DC’s revamp in 2011 have focused on her coming into her own: Her solo series since 2013, Harley Quinn, written by Amanda Conner and Jimmy Palmiotti, featured her in a romantic relationship with Poison Ivy, and in 2016, the series’ 25th issue saw her cutting ties with the Joker once and for all. An arc about Harley Quinn leaving the Joker behind? “Fantabulous emancipation” indeed.

For now, though, the Warner Bros. film is simply said to focus on Harley teaming up with a group of female heroes and antiheroes, including Mary Elizabeth Winstead as Huntress, Jurnee Smollett-Bell as Black Canary, Rosie Perez as Renee Montoya, and Ella Jay Basco as Cassandra Cain. The team will face Ewan McGregor as DC villain Black Mask, with Cathy Yan directing the film.

Birds of Prey (and the Fantabulous Emancipation of Harley Quinn) — good luck fitting that onto theater marquees! — will hit theaters Feb. 7, 2020.

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Wells Fargo’s Scott Wren dismisses risks: ‘You need to be stepping in here and buying some stocks’

Investors are concerned about three key risks but they may be worrying for nothing, strategist Scott Wren told CNBC on Tuesday.

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The questions of whether there will be a policy mistake by the Federal Reserve, whether global growth is going to slow and whether there will be a margin squeeze have been weighing on investors, causing stocks to sell off, he said.

“If your answer is ‘no’ to all of those, which that is our answer, you need to be stepping in here and buying some stocks,” said Wren, senior global equity strategist at Wells Fargo Investment Institute.

“Not that they are zero probabilities, but we believe they are low probabilities. Let’s face it, we’re playing a game of probabilities here,” he told “Closing Bell.”

U.S. stocks sold off sharply on Tuesday, with both the Dow Jones Industrial Average and S&P 500 turning negative for the year. The recent rout has heightened concerns over the path of the Fed’s rate increases. If rates rise too quickly, it could hurt the economy and, in some cases, cause a recession.

Wren said there are two things that will determine the market action between now and the end of the year. If there is “any whiff” of anything positive on U.S.-China trade and if Fed Chair Jerome Powell has a statement or says anything “a little less hawkish” during the press conference following December’s meeting, the S&P 500 can rally back into the 2,800 to 2,900 zone, he said.

However, Wren said he looks longer term than six weeks and he believes the fundamentals still look positive. His outlook is for good, not great, economic growth and modest inflation.

He said he likes industrials, consumer discretionary, financials and health care.

“We do not want our clients hiding right now,” he said.


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Here’s how the Friends production designer turned a stage into an NYC park for ‘The One With the Football’

Nothing makes you feel more than thankful than a Friends Thanksgiving episode — but for some of the folks behind the scenes, pulling off these shows weren’t always quite as smooth as a dollop of Monica’s creamy mashed potatoes.

Over its 10 seasons, Friends had an abundance of side-splitting, make-you-feel-warm inside stories, and the holiday-themed installments brought the warm and fuzzy funnies more than ever. Since most TV shows take a break over Christmas and New Year’s Eve, in the land of sitcoms the big festive feeling usually comes in the form of a Thanksgiving episode. When it comes to Friends, it’s difficult, nay, impossible to pick a favorite — Monica’s head in a turkey! Chandler in a box! Meat in the trifle! — but one that always scores a touchdown with fans is the season 3 episode “The One With the Football.”

Gary Null/NBC/Getty Images

For the uninitiated (what did you even do with your youth?), the gang gets together for a quick game of football while the turkey cooks. But a lifelong sibling rivalry between Monica and Ross threatens to outshine the fun. There’s also a distraction for Chandler and Joey in the form of a girl from Holland whose name is definitely not Dutch. Fans of the show will remember the game took place in a leaf-covered, city park — presumably near the friends’ Greenwich Village apartments. Of course, despite being set in New York City, Friends was actually shot in L.A. and that one outdoor setting presented quite the problem (or six) for production designer John Shaffner.

“My challenge as production designer is to read the script, envision the environment, and collaborate with the team to create that space,” Shaffner tells EW. “So of course I open the page of the script of the Thanksgiving episode that says, ‘Takes place in a park in New York City where they’re playing football,’ and go, ‘Oh dear, okay, this is a mess!’” Realizing their stage wasn’t big enough to recreate a park, Shaffner called director Kevin Bright to figure out how they would make a park space. Bright’s plan turned out to be not so bright (sorry): He believed it would be possible to shoot it all on the Warner Bros. lot in a small park area there, thinking they could dress it up and bring in some bleachers for the live audience. Initially, Shaffner was relieved, realizing that using the real outdoor park area was going to be challenge when shooting, but at least it was more or less ready to use, so out of his hands.

Then, one week before they were due to bring the actors in to shoot the episode, Shaffner received a call telling him they’d realized they couldn’t shoot it outside after all because of sound and light issues (“We shoot for four or five hours and the sun moves in the sky — we know that!”). With mere days until cameras rolled, Shaffner, knowing the stage they normally use was too small, was tasked with finding another, bigger one they could use. He ultimately located one that was empty and set up some temporary bleachers for the audience. But that was the easy part. What about the New York backdrop? The fall leaves on the ground? The passing traffic? “Usually I would present a little white model for rooms and stuff like that that we’re going to build,” says Shaffner. “But this was a big exterior. The hardest thing to do on any show, especially a multi-camera show is to do outside, inside.”

Gary Null/NBC/Getty Images

To tackle this task, Shaffner first presented the concept of a park with a fence in the background, adding that he would build the sides of two apartment buildings on either side. “I built this whole color model and showed them how we’d put trees in and we’d be shooting through them and they said, ‘Oh my God, but what about cars?’” shares the veteran production designer. “I said, ‘Well in New York on Thanksgiving there aren’t any cars! The streets are dead quiet – I lived there!” Nonetheless, Shaffner relented, adding some parked cars in front of the backdrop and explained there’d be trees and a metal fence and “all kinds of stuff” added in too. Still unsure of how it was going to look once built, the producers needed to see more, so “for the first time in the history of sitcoms,” Shaffner built a full color model showing how he and his team were going to present the park from the viewpoint of standing on the sidewalk, looking toward the back of apartment buildings. (Shaffner still has that color model in his office at Warner Bros., though it’s going into the studio’s archives shortly — “It needs a little repair work,” he adds.)

With barely a week to go, the construction team got real busy. “We pulled out every trick we know on how to make inside look outside,” says Shaffner. “We went through all the warehouses at Warner Bros. and got all the brick walls and windows and things that we could find so we could patch together some of it, and then built some more.” He then found a photographic backdrop he could use and had all the trees custom-made with autumn leaves wired on a few at a time. “Then came the big question of what’s the ground in the park made of?” says Shaffner. “We didn’t really want it to look like a field of fresh grass in November.” Luckily, the designer recalled a trick he had used years ago when he’d had to create a fake outdoor set and got to work using carpet padding put in upside down so it was just the right dirt-brown color. “Then there was anxiousness about what if the actors fell — would they hurt themselves?” he remembers. “So we put a little padding underneath. We did two layers of that stuff and then covered it with leaves. When you look at it, you have no idea what you’re looking at; it looks just like old ground!”

Gary Null/NBC/Getty Images

Despite the stress of pulling off the great NYC outdoors on a stage in L.A., Shaffner looks back at that episode and the whole experience of working on Friends with nothing but profound fondness and gratitude (how fitting!). “Every episode is an experience unto itself,” he says. “You get so engaged in it, and it becomes a real family project as you work with everybody, figuring it out. What always pulled it all together was a real deep affection for the story and for the characters, so no matter what happened we all knew where we were headed. It was a family where we could argue with each other and still be happy the next day, and I think that atmosphere comes through the screen to the audience; the affection is evident. That atmosphere you get watching an afternoon of Thanksgiving in New York? That was our goal and we were proud of that.”

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Sri Lanka v England: Jonny Bairstow has not ‘accepted’ playing as specialist batsman

Olly Stone, Joe Root, Keaton Jennings and Jonny Bairstow on a visit to an area that has been cleared of landmines
Sri Lanka v England: Third Test
Venue: Sinhalese Sports Club, Colombo Dates: 23-27 November Time: 04:30 GMT
Coverage: Watch and listen to The Cricket Social and follow live text commentary on the BBC Sport website & app

England wicketkeeper Jonny Bairstow says he has not accepted that his only way back into the Test team is as a specialist batsman.

He missed the first Test in Sri Lanka with an ankle injury, and replacement Ben Foakes kept his place for the second despite Bairstow being fit.

“I’m working on both my primary skills,” said Bairstow, 29.

The third and final Test in Colombo starts on Friday, England having won the series with victory in Pallekele.

Foakes, 25, made a century on his debut in Galle, is averaging 76 with the bat in the series and has also impressed behind the stumps.

Asked whether giving up the gloves would be his likeliest way to regain his place, Bairstow said: “You don’t want to accept that.

“You don’t know what’s round the corner. You don’t know how make-up of sides work, or how injuries happen.”

Bairstow averages 41 when he has kept wicket in Tests, and 27 as a specialist batsman.

He was named in the International Cricket Council Test team of the year in 2016 after scoring 1,470 runs – a record for a keeper – at an average 58.80.

However, he averaged 34.31 in 2017 and is averaging 29.87 this year, having made three ducks in his five most recent Test innings.

Bairstow said: “The last two and a half years I’ve been in the team, and it was only three Tests ago I was in the top 10 batters in the world. And then you’re not playing.

“Naturally, you’re going to be disappointed, but it’s about how you manage that disappointment, especially when you’re around the group.

“You don’t want to be going around sulking. If you’re sapping the energy from the group, that’s not a good thing.”

Bairstow twisted an ankle playing football on 19 October, ruling him out of the final two one-day internationals in Sri Lanka and the opening Test.

He said he feared his tour was over, adding: “I thought I’d broken my ankle. Everything goes through your mind in those two or three minutes.

“I’ve not told everyone how bad I did it. We’re well ahead of where we were going to be.”

England’s 57-run win in Pallekele on Sunday gave them an unassailable 2-0 lead in the series and secured a first triumph in Sri Lanka since 2001.

All-rounder Sam Curran, who played in the first two Tests, has a side strain and will be assessed on Wednesday.

Sri Lanka have called up the uncapped Nishan Peiris for Colombo as fellow off-spinner Akila Dananjaya will have his suspect bowling action assessed in Brisbane.

Dananjaya was reported during the first Test but, under ICC guidelines, was allowed to play in the second, when he took eight wickets.

Peiris, 21, has taken 38 wickets at 29.52 apiece in 12 first-class matches.

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Cramer: Powell now has 8 reasons to pause the Fed’s rate hikes after December

Cramer still figured that one rate hike in December wouldn’t throw the U.S. economy into a slowdown given the country’s positive employment trends.

“Bottom line? Next year, when we annualize the tax cuts, when the tariffs rise to 25 percent, when the retail and housing layoffs begin in earnest, … and if Powell keeps raising rates, well, we’re not going to want to own a lot of stocks,” he said, calling back to comments he made on “Squawk on the Street.”

“The worse things get, the more likely it is that the Fed will do the right thing, though. That’s the one silver lining today,” he continued. “Still, let’s hope Powell sees the light soon, or else these declines could get — I admit — even nastier.”

Disclosure: Cramer’s charitable trust owns shares of Facebook, Apple, Amazon and Alphabet.

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Anti-immigrant activists in Tijuana hijack Trump’s rhetoric

People wait to cross from Mexico into the United States in Tijuana.

More than 6,000 asylum-seekers who have been traveling in a caravan for over a month are arriving in Tijuana as they prepare to formally request asylum at the border. | John Moore/Getty Images

Immigration

Demonstrators and local officials are embracing the U.S. president’s nationalistic posture as they rail against the caravan.

A few hundred self-avowed nationalists waving flags at a demonstration. A public official donning the signature red hat with white embroidered letters. An activist going on Fox News to warn of an “invasion.”

This isn’t Trump country. It’s Tijuana, Mexico, where more than 6,000 asylum-seekers who have been traveling in a caravan from Central America for over a month are arriving as they prepare to formally request asylum at the border.

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Tensions have been running high in the border town of about one million across from San Diego, Calif., since the arrival of the migrants, most of whom are fleeing broken governments rife with corruption and violence. Anti-immigrant activists in Tijuana have hijacked the rhetoric of President Donald Trump to agitate against the caravan members, who are staying in temporary refugee shelters set up by local authorities.

Trump for weeks cast the slow-moving caravan in the run-up to the midterms as a national security threat, warning without evidence that criminals and potential terrorists were in the mix. Two weeks after the midterms, the rhetoric seems to have stuck with a posse of tijuanenses who want the asylum-seekers out.

The local sentiment stands in stark contrast with the treatment the migrants received in southern Mexico, where towns doubled the size of their populations to give the Central Americans temporary refuge.

On Sunday, a group of demonstrators in the low hundreds gathered at a local park to protest the presence of the migrants with remixed Trump slogans like “Tijuana First” and “Mé-xi-co!” They had planned to march to one of the shelters where the migrants were resting, but federal police in anti-riot gear blocked access to it. That same morning, local residents woke up to a sign that migrants made and stretched between two palm trees that read, “Gracias Mexico por su ayuda y cariño” — thank you Mexico for your help and kindness.

Just a few days earlier, on Thursday, Tijuana Mayor Juan Manuel Gastélum had called into a television show and made his most jarring remark about the migrants yet: that “human rights are for the right humans.” He was later seen wearing a red hat embroidered with the phrase “Make Tijuana Great Again.”

“In this group of people there’s a series of vicious people who are dedicated to other activities,” Gastélum said, raising the possibility that many of the “undesirables,” as he called them, are using drugs. “I have to say there are some good people, [but also] some awful people for our city.”

Gastélum, who hailed Tijuana as a “city of migrants,” also accused the caravaneros of being rowdy and unclean. But on Saturday, they decided to organize themselves in small cleaning squads to sweep the city’s streets block by block.

Trump seized on Gastélum’s remarks Monday and fired off a tweet agreeing with the mayor’s claim that a lack of resources to take the migrants in was a reason they should go back.

“The Mayor of Tijuana, Mexico, just stated that ‘the City is ill-prepared to handle this many migrants, the backlog could last 6 months,’” wrote Trump, in reference to the interview. “Likewise, the U.S. is ill-prepared for this invasion, and will not stand for it. They are causing crime and big problems in Mexico. Go home!”

Meanwhile, U.S. immigration authorities had temporarily closed the border to unravel more concertina wire in preparation for what Secretary of Homeland Security Kirstjen Nielsen called a plan to rush the border from some of the asylum-seekers. It was unclear where the department received such a warning, and a Customs and Border Protection spokesman told POLITICO on Tuesday that “both CBP and Mexican officials received the information from multiple sources.”

And then there’s Paloma Zuniga, a dual Mexican-American citizen who has created a Facebook page called “Paloma for Trump” with a following of 32,000 users. She attended the march on Sunday, but before that, her string of Facebook posts railing against “fake news” and praising nationalism reveal a history of Trump devotion.

When reports came out of Border Patrol agents fortifying the border, Zuniga was elated on Facebook: “OMG MEXICO/US border POSSIBLY SHUT DOWN !!!!!”

By Monday evening, after the military commander in charge of the U.S. troops deployed to the border told POLITICO the mission would begin winding down, she had a spot on Fox News.

“We should take of our Mexican people before we take care of anybody else, which is a very similar sentiment as Americans are having right now,” Zuniga told Laura Ingraham during her nightly show, “Ingraham Angle.” “Tijuana people are terrified … Tijuana will never be the same until these people leave.”

The tensions appeared to have been sparked in part by the fact that for a brief period, the migrants who were arriving in Tijuana set up shop in the town’s beach sector, displeasing locals and prompting a few residents to go to the area, where they began taunting the migrants. According to Mexican polling firms, over half of the population supports allowing the caravan to move freely through its territory, and another march in support of the asylum-seekers also took place on Sunday.

That public opinion of support has largely come to bear out in the government’s response, even though local governments have variously rescinded offers of transportation made to the migrants and last week about 60 individuals traveling in a bus to Tijuana were taken from the bus into detention by immigration authorities.

But as the migrants waded through the small towns on their way northward, residents would often line the streets and toss bags of food at them. Local organizers say that while race and class divides may be driving some of the nativist sentiments — Latin America has had a deeply ingrained class hierarchy since colonial times — U.S. leaders are most at fault for stoking fears.

“Discrimination has always existed, [but] it becomes stronger not just through rhetoric, but through actions,” said David Abud, a volunteer with Pueblos Sin Fronteras, which has accompanied the caravan since it left Honduras on Oct. 12. “They closed the port of entry and blamed it on the migrants … that generates rage and animosity against them.”

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