Archive for the ‘Fourth Amendment’ Category

Expanded drone delivery taxis toward takeoff with new FAA recommendations – FreightWaves

A new report by an FAA aviation rulemaking committee (ARC) has drone operators feeling sky-high.

Under current regulations, drone delivery services must operate within the visual line of sight of the operator, necessitating the use of a ground-based observer either on foot or in a vehicle. Consequently, drone delivery trips are shorter than most operators would like them to be because flights in the air are limited by terrain and infrastructure on the ground.

But according to last weeks ARC report, that may not be the case for much longer. Established by the FAA in June, the Beyond Visual Line of Sight (BVLOS) ARC delivered a set of recommendations to the aviation authority, including a push for a case-by-case approach to BVLOS operations.

Key recommendations from the committee include:

If the FAAs handling of previous regulations like Remote Identification provision or the Operations over People rule are any indication, it will be one to two years before the agency follows through on BVLOS. But industry stakeholders believe it is a step in the right direction.

Unlocking BLVOS will have a tremendous impact on the world, opening up opportunities only dreamed about in science fiction, John Vernon, chief technology officer of ARC member company DroneUp, told Modern Shipper. This reports feedback and commonsense proposals represent the best from the technology, aviation, municipal and societal leaders and provide a solid list of recommendations to rule-makers.

Currently, the FAA awards BVLOS waivers on a conditional basis, but so far only 86 have been issued since March 2018, with many going to research and development programs rather than commercial services. That means that only a handful of companies each year have been able to test drone deliveries longer than a mile or two.

But according to Zipline, another ARC member, the value of drone delivery is highest when drones can travel longer distances: We appreciate the hard work by the FAAs beyond visual line of sight aviation rulemaking committee. Enabling long-distance autonomous flight is a critical step forward making safe, clean, on-demand delivery available to all and ensuring Americas continued leadership in the skies, the company told Modern Shipper.

Yariv Bash, CEO of Flytrex, also sees plenty of potential. But its a very hard problem which will take tons of time to solve because the sky is already filled with humans flying airplanes, and you dont want to jeopardize that, Bash said. Aviation is one of the safest industries, and its important to keep it that way.

Having said that, the FAA is really investing a lot of effort into solving [BVLOS regulations], so I think that in the next two to three years, thats going to be solved as well. And then the skys the limit for drone deliveries.

Flytrex is in the business of delivering to homes via drone, airdropping drinks, groceries and hot food like chicken wings directly into customers backyards. While Flytrexs local deliveries would be largely unaffected by the BVLOS recommendations, Bashs experience with FAA regulations gives him hope that the organization will follow through.

I think that the FAA took a very holistic approach, and its doing it with commercial drone deliveries in a very different way than most other regulators in the world, he explained. Theyre investing an order of magnitude more resources into solving this, and were already seeing the fruits of that investment.

The FAAs efforts to promote commercial drone delivery began in 2017 with the launch of the Integration Pilot Program, an initiative that aimed to bring state, local and tribal governments together with private-sector drone operators and manufacturers.

That program, of which Flytrex was a member, concluded in October 2020 before the FAA launched a new program, BEYOND, which included most of the same participants. BEYOND aims to certify drones as if they were normal aircraft, and the initiative is nearing completion for several member companies.

The next big move by the FAA was the introduction of Remote Identification (RID) provisions. The final RID rule, published in January 2021, mandates that all unmanned aircraft heavier than 0.55 pounds be equipped with beacons that transmit identification and location data to the FAA and law enforcement.

Developed with safety in mind, that regulation helped improve the visibility of operations and again moved the commercial drone industry forward.

Its like adding license plates to cars back in the 1920s, Bash remarked.

Also published in January 2021 and amended two months later was the Operations Over People rule, which does exactly what its name implies: It permits drone flights over people and in busy areas, as well as at night under certain conditions. That provision took effect last April.

Thats not to say its all clear skies for the FAA. The administration is currently contending with a lawsuit challenging the RID regulations, alleging that the provision violates the constitutional rights of recreational drone users under the Fourth Amendment.

The suit, backed by drone equipment retailer RaceDayQuads, lays out the argument that first-person-view drone racers, who often cannot afford expensive RID equipment and typically fly in RID noncompliant locations like their backyards, would be subject to unreasonable searches from the government for flying on their own property.

However, the BVLOS ARC recommendations figure to make life easier for both hobbyists and fledgling drone companies trying to find their wings.

I think [BVLOS is] the last largest barrier to the market, Bash explained. It doesnt mean that a new company entering will be able to scoot through everything and just start operating. But once you start to structure everything and remove all the unknowns from that process, it really helps a lot.

Drone Racing League now an FAA-approved drone event organizer

DroneUp acquires airspace traffic management company AirMap

Elroy Air, AYR Logistics partner to use drones for humanitarian aid

The leading voices in supply chain are coming to Rogers, Arkansas, on May 9-10.

*limited term pricing available.

Go here to read the rest:
Expanded drone delivery taxis toward takeoff with new FAA recommendations - FreightWaves

OWL ROCK CAPITAL CORP : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance…

Item 1.01. Entry into a Material Definitive Agreement.

On March 11, 2022, ORCC Financing IV LLC, a subsidiary of Owl Rock CapitalCorporation, executed a Fourth Amendment to the Credit Agreement, dated as ofAugust 2, 2019, by and among ORCC Financing IV LLC, as borrower, SocitGnrale, as administrative agent, State Street Bank and Trust Company, ascollateral agent, collateral administrator and custodian, Cortland CapitalMarket Services LLC, as document custodian, and the lenders party thereto. Theamendment extends the reinvestment period from April 1, 2022 until October 3,2022 and the stated maturity from April 1, 2030 to October 1, 2030. Theamendment also changed the applicable interest rate from LIBOR plus anapplicable margin of 2.15% during the reinvestment period and LIBOR plus anapplicable margin of 2.40% after the reinvestment period to term SOFR plus anapplicable margin of 2.30% during the reinvestment period and term SOFR plus anapplicable margin of 2.55% after the reinvestment period.

The foregoing description is only a summary of certain of the provisions of theAmendment and is qualified in its entirety by the underlying agreement, which isfiled as Exhibit 10.1 to this current report on Form 8-K and is incorporated byreference herein.

Item 2.03. Creation of a Direct Financial Obligation.

The information set forth under Item 1.01 above is incorporated by referenceinto this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

--------------------------------------------------------------------------------

Edgar Online, source Glimpses

Follow this link:
OWL ROCK CAPITAL CORP : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance...

Notes from the IAPP, March 11, 2022 – International Association of Privacy Professionals

This was an eventful week for privacy in United States federal court.

First, the U.S. Supreme Court declined to hear Alphabets attempt to dismiss a lawsuit filed by company stakeholders, which alleges the company fraudulently concealed a security glitch that left user data vulnerable. Second, Facebook agreed to settle a class-action lawsuit claiming it had gathered information about Android users call and text messages, but the settlement terms have not been finalized. Third, a class-action lawsuit was filed in federal court in New York against HBO over allegations that it shared consumers watch lists with Facebook without their consent. Lastly, a decision by a federal district court judge in Virginia ruled police violated the Fourth Amendment when it collected Google location data to find people near the scene of a 2019 bank robbery. The case could make it harder for police to obtain warrants to collect tracking data from cellphones to find people close to a crime scene.

State law was also top-of-mind for privacy stakeholders this week.

The Chief Justice of the Missouri Supreme Court advocated before state lawmakers to pass the Judicial Privacy Act, a piece of legislation that prohibits publicizing or displaying of judges' personal information. The Chief Justice cited the fact that judges are becoming increasingly vulnerable to harassment online and at home, citing attempted murders of judges and their families and an assassination attempt of a Texas judge. If passed, Missouri would join 11 other states which have passed a version of the Judicial Privacy Act.

The Virginia General Assembly ended its 2022 regular legislative session and sent two bills to the governors desk which amend the Virginia Consumer Data Protection Act. One of the bills modifies consumers "right to delete" personal data held by third party controllers into a "right to opt out of processing." The other bill contains three amendments. First, it authorizes the Virginia attorney generals office to seek actual damages in court for aggrieved consumers. Second, it exempts any political organization from the law. Lastly, it gives the Virginia attorney general flexibility in enforcing the law by deeming whether a cure for alleged violations are possible.

A California lawmaker introduced a bill to strengthen Californias data broker law, one of only two in the nation. The bill requires stricter rules for data brokers annual registration and reporting requirements while increasing the penalties for violations. The bill also expands enforcement authority to include California Privacy Protection Agency in addition to the California Department of Justice.

In other news, the FTC announced a first-of-its-kind order this week, TikTok neared a deal to localize U.S. users data domestically, and the SEC signaled that it may tighten breach reporting requirements.

WW International, a diet and fitness provider, reached a $1.5 million settlement with the Federal Trade Commission over allegations it had violated the Childrens Online Privacy Protection Act. As part of the settlement, the FTC also issued a first-of-its-kind order that WW International destroy previously collected personal information and products associated with the alleged COPPA violations.

TikTok and Oracle neared a deal to store U.S. consumers personal data without allowing access by TikToks Chinese parent company, ByteDance. Discussions between the two companies began in September 2020 following concern that TikToks U.S. operations ran through China. The deal is not yet final as it awaits approval through the Committee on Foreign Investment.

The U.S. Securities and Exchange Commission proposed a rule that would require publicly traded companies to report cyberattacks within four days. Reporting for companies would require them to disclose if any data was stolen, the steps taken to address the attack and how business operations were affected. Also, a company would have to periodically update investors about the material effects the attack had.

It was a busy week in U.S. privacy, and well keep you updated on these and other related stories as they develop.

Excerpt from:
Notes from the IAPP, March 11, 2022 - International Association of Privacy Professionals

Jeff Kosseff Guest-Blogging About "The United States of Anonymous" – Reason

InThe United States of Anonymous, Jeff Kosseff explores how the right to anonymity has shaped American values, politics, business, security, and discourse, particularly as technology has enabled people to separate their identities from their communications.

Legal and political debates surrounding online privacy often focus on the Fourth Amendment's protection against unreasonable searches and seizures, overlooking the history and future of an equally powerful privacy right: the First Amendment's protection of anonymity.The United States of Anonymousfeatures extensive and engaging interviews with people involved in the highest profile anonymity cases, as well as with those who have benefited from, and been harmed by, anonymous communications. Through these interviews, Kosseff explores how courts have protected anonymity for decades and, likewise, how law and technology have allowed individuals to control how much, if any, identifying information is associated with their communications. From blocking laws that prevent Ku Klux Klan members from wearing masks to restraining Alabama officials from forcing the NAACP to disclose its membership lists, and to refusing companies' requests to unmask online critics, courts have recognized that anonymity is a vital part of our free speech protections.

The United States of Anonymousweighs the tradeoffs between the right to hide identity and the harms of anonymity, concluding that we must maintain a strong, if not absolute, right to anonymous speech.

"From the world's leading expert on Section 230, a new book with a balanced and insightful look at online anonymitythe good and the badthat is required reading for anyone who wants to substantively engage in this debate."Jimmy Wales, founder of Wikipedia

"An indispensable, in-depth look at both the history and present of anonymity protections in American life, media, and online culture.The United States of Anonymouswill have resounding implications for the future of democracy."Craig Newmark, founder of craigslist

"Providing both a great story and keen legal analysis, Jeff Kosseff examines what fuels our commitment to protecting anonymous speech in the United Statesand the new and sometimes high costs of that unwavering allegiance."Victoria Smith Ekstrand, author of Hot News in the Age of Big Data

"Jeff Kosseff weaves together history, legal issues, and public affairs in this vital, timely, and highly readable book.The United States of Anonymousshould be required reading for all engaged in the debate over anonymity, identity, and privacy in the online age."Jeff Jarvis, author of What Would Google Do?

"Jeff Kosseff has, once again, spotted the next looming topic in technology law, anonymous communication, illuminating its contours with his trademark skill. The United States of Anonymousis a foundational dive into one of the toughest areas of speech, privacy, and identity today."Kate Klonick, St. John's University School of Law

"A superb book, accessibly written, that canvasses the history of anonymous speech and its interaction with the law. Jeff Kosseff has created a major framework for any future discussions of anonymity."Anupam Chander, author of The Electronic Silk Road

I much look forward to Prof. Kosseff's posts.

Excerpt from:
Jeff Kosseff Guest-Blogging About "The United States of Anonymous" - Reason

SUMMER INFANT, INC. : Entry into a Material Definitive Agreement, Results of Operations and Financial Condition, Change in Directors or Principal…

Item 1.01. Entry into a Material Definitive Agreement.

Merger Agreement with Kids2, Inc.

On March 16, 2022, Summer Infant, Inc. (the "Company") entered into an Agreementand Plan of Merger (the "Merger Agreement") by and among the Company,Kids2, Inc., a Georgia corporation ("Parent"), and Project Abacus AcquisitionCorp., a Delaware corporation and wholly owned subsidiary of Parent ("MergerSub"). The Merger Agreement provides, subject to its terms and conditions, forthe acquisition of the Company by Parent through the merger of Merger Sub withand into the Company, with the Company surviving the merger as a wholly ownedsubsidiary of Parent (the "Proposed Merger").

The Board of Directors of the Company (the "Board of Directors") unanimously(i) determined and declared that the Merger Agreement and the transactionscontemplated thereby, including the Proposed Merger, are advisable and in thebest interests of the Company and its stockholders; (ii) approved the MergerAgreement and the transactions contemplated thereby, including the ProposedMerger; and (iii) resolved to recommend that the Company's stockholders adoptthe Merger Agreement (the "Company Board Recommendation").

Under the terms of the Proposed Merger, (i) each share of common stock of theCompany issued and outstanding immediately prior to the effective time of theProposed Merger (the "Effective Time") (other than shares of common stock(a) owned by Parent, Merger Sub, the Company or any subsidiary of Parent, MergerSub or the Company, or (b) held by a stockholder who is entitled to, and who hasperfected, appraisal rights for such shares under Delaware law) automaticallywill be converted into the right to receive cash in an amount equal to $12.00per share (the "Merger Consideration"), without interest, subject to anyrequired withholding of taxes; and (ii) each outstanding unexercised, vested orunvested option or unvested restricted stock award outstanding immediately priorto the Effective Time will be converted into the right to receive cash (withoutinterest, subject to any required withholding of taxes) (a) in the case ofoptions, in an amount equal to the product of the excess, if any, of the MergerConsideration over the exercise price of such option, multiplied by the numberof shares of common stock issuable upon the exercise of the option or (b) in thecase of unvested restricted stock awards, in amount equal to the product of theMerger Consideration multiplied by the number of shares subject to therestricted stock award.

The completion of the Proposed Merger is subject to closing conditions,including: (i) the approval of the Merger Agreement by the Company'sstockholders (the "Stockholder Approval"); (ii) the absence of any laws or courtorders making the Proposed Merger illegal or otherwise prohibiting the ProposedMerger; (iii) other customary closing conditions, including the accuracy of therepresentations and warranties of each party (subject to certain materialityexceptions) and material compliance by each party with its covenants under theMerger Agreement; and (iv) the closing of a debt financing by Parent, a portionof the proceeds of which will fund Parent's obligation to pay the MergerConsideration.

Parent has entered into debt commitment letters providing for (i) an asset-basedcredit facility and (ii) a term loan, a portion of the proceeds of which willfund Parent's obligation to pay the Merger Consideration at the closing of theProposed Merger. The obligations of the lenders under the debt commitmentletters are subject to a number of conditions, including the receipt of executedloan documentation, accuracy of certain specified representations andwarranties, and certain pro forma financial conditions.

The Merger Agreement contains representations and warranties customary fortransactions of this type. The Company has agreed to various customary covenantsand agreements, including, among others, (i) agreements to use commerciallyreasonable efforts to conduct its and its subsidiaries' businesses in theordinary course of business during the period between the date of the MergerAgreement and the Effective Time and not to engage in certain kinds oftransactions during this period; and (ii) to call a meeting of its stockholdersto adopt the Merger Agreement.

The Company has also agreed not to (i) solicit proposals relating to alternativetransactions; or (ii) participate in any discussions or negotiations regarding,or furnish any non-public information relating to the Company in connectionwith, any proposal for an alternative transaction, subject to certain exceptionsto permit the Board of Directors to comply with its fiduciary duties.Notwithstanding these "no-shop" restrictions, prior to obtaining the Stockholder. . .

Item 2.02. Results of Operations and Financial Condition.

On March 16, 2022, the Company announced its financial results for the fourthfiscal quarter and full year ended January 1, 2022. The full text of the pressrelease issued in connection with the announcement is attached herewith asExhibit 99.1.

The information in this Item 2.02 and exhibit 99.1 attached hereto shall not bedeemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934(the "Exchange Act") or otherwise subject to the liabilities of that section,nor shall it be deemed incorporated by reference in any filing under theSecurities Act of 1933 (the "Securities Act") or the Exchange Act, except asexpressly set forth by specific reference in such a filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the entry into the Merger Agreement, on March 16, 2022, theBoard of Directors approved, and the Company entered into, the fourth amendment(the "Amendment") to the existing engagement letter between the Company andRiveron RTS, LLC ("Riveron"), originally dated December 9, 2019 and furtheramended on February 28, 2020, November 30, 2020 and January 3, 2022 (the"Engagement Letter"). The Amendment provides that if the Company consummates atransaction constituting a "Change in Control" (as defined in the Company'sAmended and Restated Change in Control Plan (the "Change in Control Plan")) (a"Sale Transaction"), the Company shall pay Riveron a success fee, payable at theclosing of the Sale Transaction, based upon the per share consideration receivedby holders of the Company's common stock in the Sale Transaction, which would beapproximately $258,120 based on the Merger Consideration.

As previously disclosed, neither Stuart Noyes, the Company's CEO and a member ofthe Company Board, nor Bruce Meier, the Company's Interim CFO, will receive anycompensation from the Company for their services, rather, the Companycompensates Riveron in accordance with the Engagement Letter, as amended.

The foregoing description of the Amendment does not purport to be complete andis qualified in its entirety by reference to the full text of the Amendment,which is filed herewith as Exhibit 10.3 and is incorporated herein by thisreference.

Item 7.01. Regulation FD Disclosure.

On March 16, 2022, the Company and Parent issued a joint press releaseannouncing the transactions contemplated by the Merger Agreement. The full textof the press release issued in connection with the announcement is attachedherewith as Exhibit 99.2.

The information in this Item 7.01 and exhibit 99.2 attached hereto shall not bedeemed "filed" for purposes of Section 18 of the Exchange Act or otherwisesubject to the liabilities of that section, nor shall it be deemed incorporatedby reference in any filing under the Securities Act or the Exchange Act, exceptas expressly set forth by specific reference in such a filing.

On February 9, 2022, the Board of Directors approved an amended and restatedchange in control plan to extend the term of the existing plan to February 9,2024.

The foregoing description of the amended and restated change in control Plandoes not purport to be complete and is qualified in its entirety by reference tothe full text of the amended and restated change in control plan, which is filedherewith as Exhibit 10.4 and is incorporated herein by this reference.

Additional Information about the Proposed Merger and Where to Find It

In connection with the Proposed Merger, the Company will prepare and filerelevant materials with the Securities and Exchange Commission (the "SEC"),including a proxy statement on Schedule 14A and a proxy card, to be mailed toCompany stockholders entitled to vote at the special meeting relating to theProposed Merger. This communication is not intended to be, and is not, asubstitute for the proxy statement or any other document that the Company mayfile with the SEC in connection with the Proposed Merger. INVESTORS ANDSTOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT (INCLUDING ANYAMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCETHEREIN) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED MERGERTHAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEYWILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED MERGER.The definitive proxy statement, the preliminary proxy statement, and otherrelevant materials in connection with the transaction (when they becomeavailable) and any other documents filed or furnished by the Company with theSEC, may be obtained free of charge at the SEC's website (www.sec.gov). Inaddition, copies of the proxy statement and other relevant materials anddocuments filed by the Company with the SEC will also be available free ofcharge on the Investor Relations page of the Company's website located athttps://www.sumrbrands.com.

Participants in the Solicitation of Company Stockholders

The Company, Kids2, Inc. and their respective directors and executive officers,management and employees may be deemed to be participants in the solicitation ofproxies from the Company's stockholders in connection with the Proposed Merger.Information about the Company's directors and executive officers and theirownership of Company common stock is set forth in its definitive proxy statementfor its 2021 annual meeting of shareholders filed with the SEC on April 16,2021. To the extent that holdings of the Company's securities have changed sincethe amounts reflected in the Company's proxy statement, such changes have beenor will be reflected on Statements of Change in Ownership on Form 4 filed withthe SEC. Additional information regarding the participants in the solicitationand their interests in the Proposed Merger will be included in the proxystatement and other materials relating to the Proposed Merger when they arefiled with the SEC. These documents may be obtained free of charge at the SEC'sweb site at http://www.sec.gov and on the Investor Relations page of the Company'swebsite located at https://www.sumrbrands.com.

Cautionary Note Regarding Forward-Looking Statements

This Form 8-K contains (and oral communications made by us may contain)"forward-looking statements" within the meaning of Section 27A of the SecuritiesAct and Section 21E of the Exchange Act. Forward-looking statements can beidentified by words such as "anticipate," "believe," "estimate," "expect,""intend," "plan," "predict," "project," "target," "future," "seek," "likely,""strategy," "may," "should," "will," and similar references to future periodsand include statements regarding the proposed merger with Kids2, includingstatements relating to the Proposed Merger.

Forward-looking statements are neither historical facts nor assurances of futureperformance. Instead, they are based only on our current beliefs, expectations,and assumptions regarding the future of our business, future plans andstrategies, projections, anticipated events and trends, the economy, and otherfuture conditions. Because forward-looking statements relate to the future, theyare subject to inherent uncertainties, risks, and changes in circumstances thatare difficult to predict and many of which are outside of our control. TheCompany's actual results may differ materially from those indicated in theforward-looking statements. Therefore, you should not rely on any of theseforward-looking statements. Important factors that could cause our actualresults to differ materially from those indicated in the forward-lookingstatements include, among others, risks related to disruption of management'sattention from ongoing business operations due to the Proposed Merger; the riskthat one or more closing conditions to the transaction may not be satisfied orwaived, on a timely basis or otherwise; the risk that the transaction does notclose when anticipated, or at all; the occurrence of any event, change or othercircumstances that could give rise to the termination of the merger agreement;potential adverse reactions or changes to employee or business relationshipsresulting from the announcement or completion of the proposed merger; the riskof litigation or legal proceedings related to the Proposed Merger; unexpectedcosts, charges or expenses resulting from the Proposed Merger; and other factorsdiscussed in the "Risk Factors" section of the Company's most recent AnnualReport on Form 10-K, and the Company's subsequent Quarterly Reports on Form 10-Qand in other filings the Company makes with the SEC from time to time. Allinformation provided in this release is as of the date hereof and the Companyundertakes no duty to update this information except as required by law.

Item 9.01. Financial Statements and Exhibits.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K.

** Portions of this exhibit have been omitted for confidential treatment pursuant

to Regulation K, Item 601(b)(10).

Edgar Online, source Glimpses

Link:
SUMMER INFANT, INC. : Entry into a Material Definitive Agreement, Results of Operations and Financial Condition, Change in Directors or Principal...