Sears Holdings approves spinoff of Canada business
Sears Holdings’ board of directors has approved the previously announced spinoff of a portion of its interest in Sears Canada Inc.
Sears Holdings, which currently owns approximately 95.5% of the issued and outstanding common shares of Sears Canada, will distribute approximately 44.5% of the total issued and outstanding common shares of Sears Canada on a pro rata basis to holders of Sears Holdings common stock such that Sears Holdings will retain an ownership interest of approximately 51% in Sears Canada. The distribution will be made on Nov. 13, 2012 to Sears Holdings’ stockholders of record as of the close of business on Nov. 1, 2012, the record date for the partial spin-off.
Following the distribution, Sears Holdings will continue to be listed on the NASDAQ Global Select Market under the symbol "SHLD," and Sears Canada will continue to be listed on the Toronto Stock Exchange (the "TSX") under the symbol "SCC."
Readers Respond: Paint and primer in one
A manufacturer weighs in on the paint-and-primer-in-one trend. He asks: “Don’t customers deserve a clear message?”
"After reading the above noted article, I am compelled to relay the truth as a manufacturer for honesty to independents and to keep industry media current on technology.
"The article says: ‘Independent retailers were divided on the issue’ of self-priming paint technology and messaging and let me say the sentiment has never been more pronounced! To keep pace with this marketing trend started by the big box, independents are forced to adopt this product. Unfortunately this pressures them to also relay the convoluted description of its performance to customers. With the influx of countless cleverly worded paint-and-primer products, understanding the difference between ‘One-Can’ paint and a ‘One-Coat’ paint is lost at the expense of retailer and customer time and money.
"A true, one-coat paint means exactly this: never a primer or second coat but a single application to achieve a finished result over any surface, prepared or unprepared.
“ ‘Big Paint’ companies have been manipulating independents and customers through the toughest economy in generations. Paint-and-primer products abuse misdirection through the fantasy of a true ‘one-coat’ capability but rely on multiple coats for a finished result, which is no different to conventional paint. They simply retail for more money and are quietly generating a massive material and energy waste system that nobody is talking about. Every paint-and-primer or self-priming paint is a ‘one-can’ product and nothing more. Don’t customers deserve a clear message?
"The true value in paint technology advancement today must be a product that cuts labor and material costs to the absolute minimum simultaneously preventing the maximum in wastes through raw material extraction, production and usage. Only this aligns with the economic and environmental objectives of today’s customer. When this reality is digested there is no going back for the unprecedented incentive is too great. It’s time to change the way the world thinks about paint by recalibrating its relationship with people.
"If we are to break this movement that carries a casual responsibility to customers and our natural resources, independents must lead the market and hold manufacturers accountable for the paint they produce and more importantly their messaging."
— Tony Margani
VP sales and marketing
Questions linger around green marketing
Marketers of consumer products touting various environmental-benefit claims finally have some closure on how to approach green advertising without running afoul of the Federal Trade Commission, said LeClairRyan partner and 17-year FTC veteran Thomas A. Cohn during an Oct. 12 business-law conference. But while the FTC’s finalized Green Guides do offer more clarity to sellers of packaged goods stamped with the likes of “recyclable,” “biodegradable” or “recycled content,” they fail to offer guidance for other terms that are in widespread use, Cohn added.
“These terms include ‘sustainable,’ ‘natural’ and even ‘organic,’ ” the attorney noted in his presentation to the 42nd Annual Advanced Business Law Conference, a Virginia Continuing Legal Education event in Williamsburg. “Still, the top-level themes of the finalized Green Guides are consistent with the proposed revisions published two years ago — namely, that marketers should not make broad, unqualified, general environmental benefit claims, because such claims are nearly impossible to substantiate and are thus deceptive.”
The FTC announced the final Green Guides, which are designed to help marketers avoid making misleading environmental claims, on Oct. 1, and the agency is unlikely to revise the rules again for another 10 years, said Cohn, who is based in the national law firm’s Manhattan and Washington, D.C., offices. “In recent years, the FTC has been more aggressive about ferreting out what it sees as deceptive or unsubstantiated environmental claims under the mandate of the FTC Act,” he noted. “The agency has targeted the claims of replacement-window sellers, makers of ‘bamboo’ clothing and sellers of supposedly ‘biodegradable’ plates and towels, just to name a few of its recent enforcements.”
Marketers thus already had good reason to study and conform to the proposed revisions of the guides, which were available online at the FTC’s website since October 2010. It is worth noting, however, that the newly finalized rules do contain some changes from those initially proposed revisions. “The FTC added guidance about the need for marketers to analyze any tradeoffs that might result from a particular product attribute that serves as the basis for an environmental benefit claim,” the attorney explained. “The agency is basically saying that if the benefit you want to highlight is true, but happens to come at a substantial environmental cost or harm, that tradeoff must be considered first.”
Packaging labeled “15% less content by weight,” “recycled content” or something similar, for example, might be deemed deceptive amid an untenable tradeoff. “If you have to get the content from halfway around the world, which involves a bigger carbon footprint, this may outweigh the benefit you are highlighting,” Cohn said.
In recent years the FTC has targeted companies that rely on bogus certifications to trump up their environmental benefit claims. In the final Green Guides, the agency offered further clarification regarding the use of such certifications and seals of approval, Cohn told the audience. “The final Green Guides state that such endorsements must follow the agency’s existing Endorsement Guides,” he said. “They can actually convey some general environmental benefits, but the basis for the certification or the specific environmental benefits conveyed must be clearly and prominently spelled out.”
The clarification on certificates and seals, in fact, could have a side benefit of promoting legitimate certification providers, Cohn added. “If the FTC follows up with enforcement on certifications and seals of approval, there will be a shakeout in which the bad operators go out of business and the legitimate ones differentiate themselves and prosper,” he explained. “This clear roadmap of what you should and should not do could translate into a real opportunity.”