Xerox, Under Activists’ Pressure, Calls Off Merger With Fujifilm

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Xerox said on Sunday that it was calling off its merger deal with Fujifilm of Japan, after reaching a settlement with the shareholder activist Carl Icahn and another major investor who sharply opposed the deal.

In recent weeks, it had become increasingly clear that the deal was in jeopardy. Under the terms of the settlement with the two shareholders, Xerox said it would replace its chief executive, Jeff Jacobson, while making a series of changes to its board of directors. The company’s first settlement with its investors fell apart this month.

Mr. Icahn, the billionaire hedge fund manager, and Darwin Deason, who became a major Xerox investor after selling his company to it, had argued that the merger agreement undervalued the company. In a lawsuit aimed at stopping the merger, Mr. Deason accused Mr. Jacobson of striking the deal to keep a job at the combined company.

Xerox said it was backing out of the deal because, among other things, Fujifilm did not deliver audited statements by April 15. When the statements were delivered, it said, the audited financials had “material deviations” from the unaudited statements given to Xerox earlier.

In a statement, Xerox’s former board of directors said that over the past several weeks, it had repeatedly requested that Fujifilm consider improved terms for the deal. “Despite our insistence, Fujifilm provided no assurance that it will do so within an acceptable time frame,” the directors said.

As part of Xerox’s settlement with the investors, the company said John Visentin, a former technology executive, is expected to be named chief executive and vice chairman, replacing Mr. Jacobson. Keith Cozza, chief executive of Icahn Enterprises L.P., will become chairman.

The new board of directors plans to meet soon to “begin a process to evaluate all strategic alternatives to maximize shareholder value,” the company said in a statement.

Under the merger deal announced in January, Fujifilm would have owned just over half of Xerox’s business. The companies had planned to cut $1.7 billion in costs over the next several years while cutting thousands of jobs at their joint venture.

Fujifilm could not immediately be reached for comment.

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The Gender Pay Gap: Trying to Narrow It

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LONDON — A law firm is giving female lawyers more flexible work schedules. A technology giant wants to increase the ranks of its female engineers. And a media company is recruiting greater numbers of women to mirror its client base more closely.

New rules in Britain requiring companies to publish the extent of their gender pay gap have spurred a far-reaching debate over inequality in the workplace. Businesses — the vast majority of which pay men more than women — are increasingly being shamed into action.

The hurdles are plentiful. Men hold most high-level roles. Women take more time out of work to look after children. Higher-paying sectors, like sales and those requiring technical skills, are dominated by men.

What, then, can be done?

‘Me and 30 Other Guys’

When Stella Worrall started working as a field technician last year at Virgin Media, she felt more than a little conspicuous.

More than 96 percent of the company’s field technicians, who install the boxes and cables that deliver television and broadband services to people’s homes, are men. Some of Virgin’s technical sites did not even have women’s toilets. And the environment could feel intimidating because there were simply no other women around.

“My training was me and 30 other guys,” Ms. Worrall said. “It was quite daunting at first.”

Virgin reported a median pay gap of 17.4 percent, meaning that women earned around 83 pounds for every 100 pounds earned by men (100 pounds is about $140). Women make up half the company’s customers but only 29 percent of its staff, and female clients are increasingly requesting female field technicians to install Virgin’s media services at home.

To meet the demand, Virgin Media, a subsidiary of Liberty Global with about 13,000 employees, is widening its recruitment net. It has experimented with all-female sets of interns, and requirements to have one woman on every short list for a vacant job, said Catherine Lynch, Virgin Media’s chief people officer.

The company has also sought to increase the proportion of senior women through mentoring and by encouraging women to apply for promotions. That has raised concerns that some women promoted were younger than usual or lacked experience in the departments they were moving into.

Ms. Lynch insists, however, that the moves will pay off.

At the moment, only a quarter of the highest-paid people in the company are women.

Ms. Worrall, who worked part time for several years, was promoted to technician after just eight weeks of training.

“We’re trying to identify who might be the shining stars that we can fast-track a little bit with a bit more sponsorship,” Ms. Lynch said.

“I don’t think we’ll always have to do that,” she added. “There will come a tipping point where the momentum will have been created.”

Working the Law

In 2015, Claire Clarke became the first female managing partner at Mills & Reeve, a British law firm. At the time, about 28 percent of the firm’s partners were women.

In recent years, Mills & Reeve has tried to do a better job of recruiting and retaining women, in particular by promoting part-time work. The firm hoped that would help with the difficulty of juggling onerous working hours with motherhood.

It was an issue Ms. Clarke, the mother of four, had to deal with herself. “I have to go through the school calendars and schedule the parents’ evenings, school concerts, sports days into my work calendar,” she recounted.

Despite the part-time push, Mills & Reeve has made little progress. Last year, in fact, the proportion of women who were partners at the firm was slightly lower than when Ms. Clarke started, creating a median gender pay gap of 34 percent.

It is a challenge mirrored in the industry. Women make up more than half of the solicitors at law firms in Britain, but only 28 percent of the partners, according to Britain’s Law Society.

Several law firms offer part-time work. But the option is one used by about a third of the women at Mills & Reeve and 7 percent of the men.

Staff needs still have to be balanced with client demands.

For major law firms in Britain, clients often expect round-the-clock availability. Roles with more responsibility, and higher pay, often come with tough deadlines — whether for filing documents with a stock exchange or wrapping up the acquisition of a company.

Nearly half of all respondents to a survey for the Law Society said the profession required an unacceptable work-life balance to progress to senior ranks.

Working mothers, as a result, often default to one of three main options. They opt for more flexibility, which results in their working fewer hours than male counterparts; stick with areas of practice with fewer fast-moving transactions; or head for internal roles at corporations.

“Law firms can’t put this in place without taking into account the needs of their clients,” Ms. Clarke said.

Turning Up in Tech

Myfanwy Edwards spends a lot of time at universities, encouraging women to study technology and engineering.

Ms. Edwards, a programmer and engineer who has worked at the Japanese technology company Fujitsu since the 1980s, has risen through the ranks and now works with management to recruit and promote women.

When she was hired, most of her colleagues at Fujitsu’s offices in Britain were men. So were most of the company’s clients.

Like many big companies, Fujitsu found that its gender pay gap stemmed mainly from an underrepresentation of women in senior management roles and in more highly paid areas, especially technical and sales positions.

To rectify that imbalance — women in the British operations are paid a median of 82 pounds for every 100 pounds earned by male colleagues — it has sought to promote female engineers and the work they do.

After rotating through different departments, Ms. Edwards was in 2014 the first woman to be named a “senior distinguished engineer,” a companywide award. Today, 16 women have received those accolades. She was later elevated to an exclusive 10-person group of fellows that decides who will receive the distinguished engineer awards — but she is the only woman.

One of the biggest challenges is figuring out ways to increase the gender parity in the pipeline: only 16 percent of Britain’s graduates in science, technology, engineering and math last year were women. Fujitsu is aiming to have women make up 20 percent of its engineers, 30 percent of its sales force and a quarter of its senior managers by 2020.

To get there, the company is focusing on recruiting. Ms. Edwards visits universities to encourage women to get into technology and engineering. Last year, at least half of all new apprentices were women, up from one-third in 2014.

Occasionally, a male colleague will challenge Ms. Edwards for pressing a feminist agenda.

“I say no — it’s all of our problem,” she said. The more gender equality conversations occur in the workplace, she added, the more men recognize the issue and are willing to support it.

“There is a problem that is being talked about, and men are going, ‘Oh, yeah, I didn’t think of that.’”

Women in Wine

Majestic Wine is a rare company in Britain — its gender pay data revealed that it pays women more than men.

That was mainly because most male employees work in lower-paid warehouse jobs, stacking wine pallets or lifting heavy loads.

Still, Majestic says it is eager to get even more women out front at its stores.

The only thing that Hannah Butson knew about reds, whites and rosés when she applied for a job at Britain’s biggest wine retailer was that she liked to drink them.

But when Majestic Wine ushered her into training for a professional wine qualification, her ambitions grew. After intensive courses in wine tasting and blind taste tests, “it was really easy to describe a wine,” she said. She was soon a senior assistant manager, and she now helps run a large store near London’s financial district.

In a traditionally male-dominated industry, she remains one of the few women helping customers at the company’s 210 British outlets. Two-thirds of Majestic’s 1,500 employees are men, and only about a quarter of applicants for jobs are women.

“There is that real conception of an old man, swirling a glass, explaining all these flavors that they’re getting from a wine,” Ms. Butson said.

By having employees like Ms. Butson running tastings and finding wines for customers, Majestic is hoping it can throw off gender-related preconceptions about wine — and become a more attractive employer for women.

It is hard to get female recruits in the door, said Sarah Appleton, the company’s head of human resources.

To attract more women, Majestic adjusted its job postings by dropping requirements for previous industry experience, to avoid evoking an image of wine as mainly a man’s domain. (Recruiting language that seems masculine or feminine can create barriers and discourage women from applying, studies show.) It focused only on necessary skills and emphasized that wine knowledge could be taught within the company.

“If we require wine industry experience, the wine industry is male-dominated, so we’re fishing in a pool of men,” Ms. Appleton said.

Ms. Butson has seen changes already. She is working in a store with women for the first time since she started in 2016. Two of her three female colleagues applied for jobs after attending wine tastings.

“It’s just about getting rid of that stigma that it is a male-dominated industry,” Ms. Butson said.

Follow Amie Tsang and Liz Alderman on Twitter: @amietsang and @LizAldermanNYT.

Amie Tsang reported from London and Liz Alderman from Paris.

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Silicon Valley Faces Regulatory Fight on Its Home Turf

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In the rest of the world, the clamor for regulation is building. The most notable effort is coming from Europe, which is preparing to enact later this month a stringent set of laws that will restrict how tech companies collect, store and use personal data from people across the region.

In the United States, the California ballot initiative is part of a wave of activity aimed at reining in the sprawl of personal data across the internet in the wake of revelations that the voter profiling firm Cambridge Analytica gained access to the personal information of up to 87 million Facebook users.

Last month, Senators Richard Blumenthal, a Democrat from Connecticut, and Edward Markey, a Democrat from Massachusetts, introduced a bill that sought to establish online protections for consumers by forcing companies to get consent to share or sell personal data. Senators Amy Klobuchar, a Democrat from Minnesota, and John Kennedy, a Republican from Louisiana, also introduced a privacy bill in April.

Gabriel Weinberg, chief executive of DuckDuckGo, a privacy-minded search engine, and a supporter of the California initiative, said he wished the measure had gone further — but any progress is good. “You have to start somewhere,” he said.

Mr. Hoofnagle said, however, that the measure’s financial punishments for violators give the law teeth that previous attempts at privacy regulation lacked. It also takes a broader view of what constitutes personal information beyond real names and Social Security numbers — including biometric data and numbers that identify the devices people use.

Opponents of the measure say that those broad definitions of personal data are excessive and that companies can adopt their own privacy rules faster and more effectively.

“Something that takes such a sledgehammer approach to regulating data is extraordinarily concerning,” said Robert Callahan, a vice president of state government affairs at the Internet Association, an industry trade group. “We think the initiative is filled with flaws and it will have really dangerous consequences for the California economy.”

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A TV Season Full of Lessons

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Ratings are down. Commercials are too long. Ad money is drying up.

Who’s ready to party?

With the annual upfront presentations beginning Monday, the broadcast networks will once again make their pitch to advertisers why they still matter in the era of Netflix and Hulu.

There are pressing questions. What will a Fox broadcast network look like without a TV studio after it’s sold off to Disney or Comcast? (Hint: Reality and sports). Can the networks still offer event television? Will the success of “Roseanne” mean more programming strategies focused on the heartland?

The 2017-18 TV season gave hints about the answers to some of those questions. Here’s a look at what it showed:

Rookies Stand Tall

Before the season began, the super showrunner Chuck Lorre said that his “Big Bang Theory” spinoff, “Young Sheldon” would have to “live or die on its own merits.”

Well, the little guy is still standing.

“Young Sheldon” was one of five rookie shows that smashed into this year’s top-10-rated entertainment shows. The CBS series, a prequel to “The Big Bang Theory,” averaged 16.5 million viewers, finishing just a hair behind the CBS stalwart “NCIS.”

Another rookie hit was “The Good Doctor,” ABC’s drama about an autistic doctor, which came out of nowhere and held strong all season. Ryan Murphy’s new medical procedural “9-1-1” on Fox was another sleeper hit with more than 10 million viewers a week. And NBC’s reboot of “Will & Grace” managed some of the highest ratings in television, though those numbers cooled off toward the end of the season.

And then there’s ABC’s “Roseanne.” The series will have broadcast just nine episodes by the time the season ends next week, but it’s in a horse race with “This Is Us” for being the top-rated entertainment show. Not a bad return after two decades off.

Colbert Dominates, but Fallon Steadies

Stephen Colbert’s late-night turnaround has been nothing short of remarkable. A year ago, he was narrowly losing to Jimmy Fallon’s “Tonight Show.” Mr. Colbert’s CBS show is now drawing nearly four million viewers, more than a million more than Mr. Fallon.

But in somewhat of a surprise, Mr. Fallon has kept his narrow lead among 18-to-49-year-olds. It is a mere 80,000 viewers, but that number has held steady for roughly seven months, suggesting that his audience is staying put. And last week, Mr. Fallon saw his biggest win among adults under 50 since March, raising the question of if Mr. Colbert will ever be able to top him in that demographic.

At 12:30 a.m., meanwhile, Seth Meyers and James Corden have almost precisely the same numbers they did a year ago. But although Mr. Corden follows Mr. Colbert and his larger audience, NBC’s Mr. Meyers remains No. 1 at that hour.

Returning Series, the Good and the Bad

In recent years, a slew of hit shows have had big sophomore ratings slumps. Do viewers have enough energy to stick with a series after it has been sampled?

“This Is Us” had no reason to worry.

The NBC weepie had an impressive 14 percent growth in viewers in its second season, when it finally answered what exactly happened to Jack.

That’s in sharp contrast to Fox’s hip-hop drama “Empire,” the hit of the 2015 TV season. It has shed viewers at an alarming rate for three consecutive seasons, including losing 30 percent this year. The show is coming back for a fifth season, and it remains the top-rated show on Fox, but can it stop the bleeding?

“The Bachelor” was the only series that had a bump in the ratings last season. But it went into reverse this year. Roughly a quarter of adults under 50 abandoned the show after the lead character, Arie Luyendyk Jr., was largely seen as a dud. “Designated Survivor,” an ambitious ABC drama starring Kiefer Sutherland, lost a whopping 43 percent of its audience and was canceled this month.

Shonda Rhimes’s final offers at ABC may be struggling — her new court drama, “For The People” has underwhelmed, despite being renewed for a second season — but “Grey’s Anatomy” is, 14 seasons deep, still a major hit, averaging better than 11 million viewers a week.

And perhaps most surprising: Dick Wolf’s suite of shows — “Law & Order: SVU,” “Chicago Fire,” “Chicago Med” and “Chicago P.D.” — all held steady.

‘Riverdale’ Booms

The Netflix effect is real.

Even though networks have made a serious effort to avoid Netflix and instead sell their back libraries to Hulu in recent years — several media companies have an ownership stake in the smaller streaming service — there’s an argument to be made against that.

One season after the CW’s slick-and-sexy young adult drama “Riverdale” appeared on Netflix, viewers flocked to its second season on the network.

Though the series still has a relatively small audience — 2.5 million viewers, and a relatively low 1.0 rating among 18-to-49-year-olds — it’s one of the youngest in TV, with a median viewer age of 37. The Netflix boost was enough for the show to achieve an eye-opening 42 percent growth in viewers.

Event Television Remains Powerful

The trend line for broadcast networks is not great in an on-demand world. But there is one thing they can still hold over everyone’s head: big events, available to viewers without a cable or streaming subscription.

Consider a three-day stretch in March.

When Stormy Daniels appeared on “60 Minutes,” it was a total blockbuster. The episode drew more than 22 million viewers, the best “60 Minutes” performance in nearly a decade, and it was a bigger draw than the Grammys, the Emmys and the Golden Globes.

Just a couple of days later, “Roseanne” had its premiere to jaw-dropping numbers. With seven days of delayed viewing factored in, the premiere drew more than 25 million viewers, the biggest scripted TV event in years.

Both moments provided some relief — and a much-needed reminder — to network executives that they still have some fight left.

At least for now.

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Reality TV Kingpin Mike Darnell Wants One More Hit

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BURBANK, Calif. — If he really wanted to, Mike Darnell could probably cast himself in one of the many shows he oversees as the head of unscripted programming at Warner Bros.

He keeps a baby grand piano, complete with a microphone and two speakers, in his office on the studio lot. When a reporter visited him recently, Mr. Darnell, who is five feet tall and weighs about 100 pounds, tossed himself onto the piano bench and said, in his raspy voice, “I’ll play a song for you,” before bursting into laughter.

He has the look of a 1970s rocker, with his mass of thick curls and a uniform consisting of flowing scarves, ripped jeans, chains and high-heeled cowboy boots. He leafed through a Billy Joel songbook and seemed to fall into a reverie as he belted out a polished version of “New York State of Mind.” For a couple of years, he played and sang at a piano bar.

And then he became one of the longest-running and most successful executives in reality TV.

In his role at Warner Bros., Mr. Darnell, 55, oversees more than 30 series that appear on cable, broadcast networks or in syndication. His biggest recent winners are two NBC programs: “Little Big Shots,” in which the comedian Steve Harvey engages in repartee with precocious children; and “Ellen’s Game of Games,” which features Ellen DeGeneres as a cheerfully sadistic host who dispatches losing contestants to various indignities, like dropping them through trap doors or sending them flying into vats of mashed potatoes.

The television business, however, is considerably less fun than it used to be, something that Mr. Darnell has learned all too well. As network executives prepare to showcase their latest lineups this week during the annual presentations known as the upfronts, they are grappling with steady declines in ratings and advertising dollars.

That’s where Mr. Darnell comes in. Because it is relatively cheap and easy to produce, his specialty — reality programming — has never been more in demand.

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Darva Conger and Rick Rockwell on a Fox show overseen by Mr. Darnell, “Who Wants to Marry a Multimillionaire?”CreditCarin Bear/Fox

“It’s keeping the lights on,” he said in his office. “These fill so many hours for the networks. Personally, we’re going to have over 200 hours of prime time network reality show hours this year — 250 hours! Imagine if all those went away.”

In the all-American tradition of raffish impresarios like P. T. Barnum and Chuck Barris, Mr. Darnell aims for popular success, critics be damned. This is the man, after all, who gave the world “When Good Pets Go Bad,” “My Big Fat Obnoxious Fiancé,” and “World’s Worst Drivers Caught on Tape.” The late NBC executive Don Ohlmeyer once referred to Mr. Darnell as a purveyor of “snuff” television.

He started as a child actor — he appeared on “Kojak” and “Welcome Back, Kotter” in the 1970s — and had his first successes as an executive at Fox in the 1990s, overseeing shows like “Alien Autopsy: Fact or Fiction?” and “When Animals Attack.” He hit upon something more substantial in 2002, when he helped adapt a British singing competition program, “Pop Idol,” into one of the biggest reality TV hits of all time, “American Idol.”

Some of his shows may be ridiculous, but he takes the work seriously. When he was overseeing a now-forgotten program called “Man vs. Beast,” for instance, he did his best to persuade a giraffe to race a gold-medal-winning sprinter. After much effort, when it became clear that giraffes have no concept of what a race is, Mr. Darnell was forced to enlist a zebra, which easily won the interspecies competition.

But these days the shocks and stunts that characterized his early work are no longer in vogue, and Mr. Darnell must look elsewhere for hits.

“The viewer is desensitized,” he said. “It’s much, much, much harder to get people’s attention with a crazy idea than it used to be. It’s been done. Now it’s less about jolting the viewer and controversy. Now it’s about being clever and finding stuff that you know will be broad-based. You have to smell the tide of where things are and where it’s going.”

Mr. Darnell was born in Philadelphia, where his father was a police officer. When his career as a child actor took off, the family moved to Los Angeles, and he grew close to a girl named Carolyn Oberman, who lived across the street in West Hills. Mike and Carolyn were married 23 years ago. They have a daughter, now in college, and live in Calabasas, Calif. “The Kardashians have made it famous,” Mr. Darnell said, a bit ruefully.

When he started at Fox in 1994, the reality genre was so young that his job title was director of specials. He left the network in 2013, having grown weary of overseeing “American Idol,” which had become expensive to produce, not to mention stale.

“The Titanic was sinking,” Mr. Darnell said. “I didn’t think there was any way to fix it. I thought it would continue to go down, which proved to be right.”

Fox took “American Idol” off the air in 2016, only to see ABC revive it this year — a miscalculation, in Mr. Darnell’s view.

“They brought ‘Idol’ back too quick,” he said. “You need time to get people nostalgic. And it’s very, very difficult to make money on that show, with that level of casting.”

He figured he would become an independent producer after he left Fox. But Peter Roth, the president of the Warner Bros. television group and Mr. Darnell’s former boss at Fox, asked him to take charge of the studio’s unscripted programming division, home to shows like “Ellen,” “TMZ,” “Basketball Wives” and “The Bachelor” and its various spinoffs.

“He’s the best executive in reality television I’ve ever worked with,” Mr. Roth said.

Now that the genre is getting on in years, reality TV producers have resorted to rebooting old shows like “TRL” and “Jersey Shore” in hopes of a decent rating point. For someone like Mr. Darnell, who has brought plenty of unlikely triumphs to the screen, the challenge lies in finding an original property that will have the lofty ratings and cultural impact of something like “Survivor,” a hit since 2000, or “The Bachelor,” which is still going strong 16 years after its debut.

It’s been a long time.

“You can still get a big smash hit,” Mr. Darnell said. “There is no question in my mind that something’s going to hit big.”

He has had solid successes in recent years, but none that have matched “The Voice,” a Warner Bros. show that had its premiere seven years ago and stands as reality television’s last megahit.

Now, Mr. Darnell is pinning his hopes on a new CBS talent show called “The World’s Best,” which he has put together with Mark Burnett, the executive producer of “Survivor” and “The Apprentice.”

“Of the executives I know, he’s one of the best producers,” Mr. Burnett said. “I think I’m a very good producer. And I have no worries when I’m on set of deferring to Mike. He’s the real deal. He’s as good as I am.”

The concept behind “The World’s Best” is nothing new, having much in common with the current NBC show “America’s Got Talent” and stalwarts of earlier vintage like “Star Search,” “The Gong Show” and “Arthur Godfrey’s Talent Scouts.” “The World’s Best” will present performers like singers, dancers, magicians, comics, stunt artists and circus performers. The twist? In addition to the conventional three-judge format, 50 international judges will help determine a winner.

“America’s Got Talent,” now entering its 13th season, has been a boon for NBC — so much so that the network has decided to add the series, a summertime staple, to its winter lineup. Mr. Darnell seems unfazed by the competition.

“For whatever reason, ‘Got Talent’ stands alone in the variety space,” he said. “That’s ridiculous. There has to be room for one more. How can we crack it?”

The shiny-floor shows, as they are known in the industry, are especially lucrative. If something like “The World’s Best” does well, it can be sold all over the world. And that is where the real money is made, Mr. Darnell said.

Mike Fleiss, the maestro behind “The Bachelor,” said of Mr. Darnell, “It doesn’t mean he’s going to hit another one — but he’s got the best chance of anybody.”

Creating variations on ratings winners has been a standard practice among reality show producers and executives, and Mr. Darnell has sometimes been accused of stealing ideas outright. When ABC had a hit with “Who Wants to Be a Millionaire,” for instance, he countered with “Who Wants to Marry a Multimillionaire.” And after “Survivor” became a huge ratings winner for CBS, he created “Temptation Island.”

More recently, with game shows having made a surprise comeback, he responded not only with “Ellen’s Game of Games” but with a reboot of the 1990s dating show “Love Connection.” Hosted by Andy Cohen, it returns for a second season in two weeks.

“Most people in the reality business walk around with one idea,” Mr. Fleiss said. “Or they’re angry that nobody bought their one idea, or they think someone stole their one idea, because another show about weight loss went on another network. You have to throw a ton of stuff against the wall.

“Mike’s not a guy with one idea,” he continued. “He has a million. And they come fast and furious.”

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Why Traditional TV Is in Trouble

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Television networks will draw hordes of advertisers to New York City this week for their annual bonanza of presentations and parties, a decades-old tradition known as the upfronts that is meant to dazzle marketers and loosen their purse strings.

New shows and top talent will be pitched from the stages of Carnegie Hall and Lincoln Center, followed by lavish evening affairs where marketers can eat lobster rolls and snag selfies with network stars. The fanfare will kick off weeks of negotiations, with networks aiming to get advertisers to commit to billions of dollars in spending for the year ahead.

But beneath the sparkle and the canapés, the networks are also navigating a serious advertising upheaval. Ratings are on the decline, especially among young people, some of whom don’t even own televisions. It’s hard to keep up with the many devices and apps people now use to watch shows. And there is a host of material from Silicon Valley that is competing for viewers’ attention, including Google’s YouTube, Facebook and Netflix. It all adds up to a precarious situation for broadcast TV.

Advertising on TV has long been the best way for marketers to reach a large number of people at one time. And it is still a formidable medium. But cracks are showing.

National TV ad sales peaked in 2016, when they exceeded $43 billion, according to data from Magna, the ad-buying and media intelligence arm of IPG Mediabrands. Sales fell 2.2 percent last year, and the firm estimates that they will fall at least 2 percent each year through 2022.

Some of the decline could be mitigated through new business with platforms like Hulu, but “it’s not yet enough to upset the decrease of traditional sales,” said Vincent Letang, Magna’s executive vice president of global market intelligence. At the same time, he said, while networks have raised the cost of advertising on their airwaves in recent years, ratings have declined sharply, including some in unexpected areas like the National Football League.

TV is still a good value for plenty of advertisers. Mr. Letang said pharmaceuticals and personal care products were increasing their presences on TV. But the combination of rising prices and falling viewership is giving some big brands pause.

The hottest shows on TV networks — which command the highest ad prices — are attracting older viewers, which is a challenge for brands that want to reach millennials and teens. For instance, this season’s top-rated show, the revival of “Roseanne,” has a median viewer age of 52.9 years. The network show with the lowest median age is “Riverdale” on the CW, at 37.2.

Google’s YouTube, on the other hand, is wildly popular with much younger viewers. And the brands are so eager to reach those viewers that they have been willing to continue advertising on YouTube despite the issues it has faced around ads showing up on offensive content, like racist videos.

As TV ad spending has begun to drop, marketers have been diverting more money to tech giants like Google and Facebook, which have increasingly focused on expanding their video — and video ad — business.

Companies love digital advertising because it gives them the ability to target ads based on their own lists of customers — like holders of store loyalty cards — and profiles like “first-time car buyers” or “people who like foreign travel.” And they want that kind of capability on TV, too. That desire has has prompted four competing media companies — NBCUniversal, Turner, Viacom and Fox — to work to standardize the language and some of the data sets that they use, hoping to make it easier for brands to buy cross-platform advertising with them.

Old Navy has long been a prominent TV advertiser, and television remains crucial to the company’s marketing. But the way Old Navy defines TV advertising has evolved, said Jamie Gersch, its chief marketing officer.

“When we say we buy TV, even within that, a percent of that buy is in the digital video space and is on platforms like Hulu and Google Preferred and programmatic buying and Facebook,” she said. The company is focusing on figuring out where customers might see its content, whether that’s on traditional TV or “digital TV,” she said. Ms. Gersch said that on traditional TV, the company has been talking to networks about product integrations in TV shows — similar to Procter & Gamble’s recent deal, where the company was written into the plot of the ABC show “Black-ish.” How viewers will react if more brands start showing up in the actual dialogue of their favorite shows remains to be seen.

Those opting out of traditional TV packages are watching Netflix and videos on Amazon Prime, and to a lesser extent, paying for services like Dish Network’s Sling TV, according to Kagan, a media research group within S&P Global Market Intelligence.

As networks navigate these changes, they are moving to reduce the number of ads they show. Ads, after all, make money, but they also annoy viewers. Last year, the average number of commercial minutes during an hour of broadcast TV was 13.6, according to Nielsen data.

Both NBCUniversal and the Fox Networks Group have said they will trim the total time of commercials shown during some of their shows; Fox has announced a goal of reducing ad time to two minutes an hour by 2020.

So if there are fewer commercials, how do companies market their products?

Ralph Heim, vice president of media and sponsorships at Sonic Drive-In, said he was intrigued by several of the new data targeting products for television ads. But he remains concerned about how the announcements on limited ads fit with a declining audience.

“They’re trying to create a more premium advertising experience for advertisers, and they’re hoping that people will pay more,” even though the audience is smaller, Mr. Heim said.

He added, “At the end of the day, you’re following the eyeballs, right?”

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Disarray Plagues U.S. Companies’ Efforts to Win Tariff Exemptions

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WASHINGTON — For several weeks this spring, a handful of employees at a Texas steel manufacturer stopped producing the pipes used to drill thousands of feet below the earth’s surface to concentrate full time on another task: trying to win the company an exemption from President Trump’s metals tariffs.

Borusan Mannesmann Pipe U.S. filed 19 separate requests with the Commerce Department asking it to exempt the multiple shapes, sizes and forms of steel pipes that it imports from its parent company in Turkey and then finishes at a plant in Baytown, Tex. Until it gets an answer, the 60-year-old business is paying significantly higher prices for imports of the raw material and is putting off any major projects.

In the two months since the Trump administration’s steel and aluminum tariffs went into effect, the Commerce Department has been deluged with more than 8,200 exemption requests from companies that import foreign metals. With just a handful of countries temporarily exempted from Mr. Trump’s steel and aluminum tariffs, companies are scrambling to win exemptions for every screw and spring they import, with each width and length requiring stand-alone filings. One company alone has submitted 1,167 of the filings, according to government officials.

The imposition of tariffs was supposed to help protect American companies from foreign competition. But they have also created a chaotic, time-consuming process and provoked deep uncertainty among executives, who are delaying investment, expansion and hiring as a result.

The disarray stems from the sheer vastness of the administration’s attempt to reshape the rules of global trade in a matter of months, as it threatens a trade war with China and races to rewrite the North American Free Trade Agreement.

This week, the administration will hold three days of public hearings on its plan to impose tariffs on roughly $50 billion in Chinese goods and may also welcome top Chinese leaders to continue trade talks. And it faces a looming deadline to wrap up the Nafta talks in time for the deal to be approved by the current Republican-controlled Congress.

Those affected by the steel and aluminum tariffs say the administration’s aggressive approach could backfire on American companies and workers.

“It’s hard to predict what could happen to us and these families if the exemption process doesn’t go in our favor,” said Joel Johnson, the chief executive of Borusan Mannesmann’s United States operations, which employ 264 people. “I don’t have a crystal ball, but for sure we won’t be hiring more people. We might have to reduce our existing base because we won’t have that material coming in.”

The Commerce Department has yet to grant any company an official exemption. A department official said that the agency was making “an unprecedented effort to process the requests expeditiously” and that companies with a valid need for foreign products should rest assured that their needs will be met.

To deal with the flood of applications, the department has added about a dozen workers dedicated to processing the applications, bringing the total number to 19. So far, the department says it has reviewed most of the filings, but only 1,700 had been posted online as of May 8 — and that is just an early step in a lengthy process. Domestic steel and aluminum companies have 30 days to file an objection to any application. Government officials then have 60 days to make a final decision.

“We knew that the process was going to be messy,” said Monica de Bolle, a senior fellow at the Peterson Institute for International Economics. “It just prolongs this pain of not knowing what is going to happen.”

A few countries have been granted blanket exemptions for all their products. The European Union, Mexico and Canada have been given a temporary reprieve from the tariffs until June 1 as the Trump administration tries to reach a deal to limit their steel and aluminum exports to the United States. But countries like Japan, Turkey and Russia have not been exempted, leaving companies that use their metals anxious and uncertain.

Mr. Johnson said the potential for permanent tariffs on the raw materials his company imports from Turkey had “put our customers into full panic mode. They need our product to extract oil and gas.”

Without a supply of unfinished steel from its parent company, the United States plant, which uses a special heating process to ensure that the finished pipe is strong and resilient, may not make sense to continue operating. American competitors may be reluctant to supply the company with unfinished products that will ultimately end up competing with their finished pipes. Mr. Johnson says its American operations may face a $25 million to $30 million hit annually to bring in the materials it needs.

Its vendors are already worried. Automation Engineering Company, a South Carolina company that provides equipment to Borusan to move pipes within its factory, sent a letter to the Commerce Department on Tuesday saying that Borusan’s business helped support 75 jobs in its own factory.

Borusan Mannesmann has filed for a two-year exemption for products from its parent company in Turkey, arguing that imports are what allows its American factory to thrive. If it wins an exemption, Mr. Johnson said, the firm will invest $50 million to $75 million to build another factory in Baytown, which would employ upward of 170 people.

The tariffs’ most ardent proponents, including some domestic steel and aluminum makers, have argued against granting many exemptions, saying they will create loopholes that ultimately make the measures less effective at defending American industry. The administration, in imposing the tariffs, said national security was at risk from foreign metals that were weakening American manufacturers.

Wilbur Ross, the commerce secretary, has said the department will grant exclusions that “further hone these tariffs” to protect national security while also minimizing the impact on American industries.

Companies have been appealing to the Commerce Department with a variety of arguments, including that they depend on some foreign goods but ultimately strengthen the American economy.

In its public filing to the Commerce Department, American MSC, a Michigan company that manufactures springs for automotive transmissions, argued that the few goods it imports are often components of other products.

Union Pacific, the railroad giant, filed an exemption for a specialized longer steel rail from Japan that it says is not available in the United States. While the company buys some American-made rail, the longer Japanese rail is safer because it requires less welding and reduces the potential for derailments on its highly trafficked routes, the company says.

Greenfield Industries, a drill manufacturer that employs more than 330 people in South Carolina, claimed that it will pay more under a tariff to bring in unfinished components for its factories in the United States than competitors who have offshored entirely will pay to bring in finished goods. “This gives offshore manufacturers an unfair advantage over domestic manufacturers,” the company said.

Even if the Commerce Department is sympathetic to those arguments, other American companies have a chance to scuttle any exemption. Under the process, domestic manufacturers can make filings saying they can or would be able to make an imported product, potentially giving them an influential voice over competitors seeking exemptions.

In April, Orrin G. Hatch, the Republican chairman of the Senate Finance Committee, and Ron Wyden, the Democratic ranking member, sent a letter to Mr. Ross urging him to improve the process, saying it has lacked “basic due process and procedural fairness for stakeholders, especially American small businesses.” They also expressed concern about whether the Commerce Department was taking steps to prevent the program “from being abused for anticompetitive purposes.”

Because steel and aluminum are used in so many products, the effects will be felt not just among direct importers, but their customers as well, said Teresa Fort, an economist at Dartmouth College’s Tuck School of Business. “It will go down through the chain,” she said.

The Federal Reserve’s April “Beige Book” included a report from the Federal Reserve Bank of Minneapolis about a manufacturer of tractor-trailers that said it could not increase prices fast enough to keep up with its rising material costs. And the Federal Reserve Bank of Boston reported that a local toy manufacturer said that tariffs had raised threefold the price of a type of thin-gauge foil produced only in China. “These tariffs are now killing high-paying American manufacturing jobs and businesses,” the company said.

Jim Tankersley contributed reporting.

Follow Ana Swanson on Twitter: @AnaSwanson.

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Seattle Votes on Large-Company Tax, and Talks in Taxing Chinese Goods

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Here’s what to expect in the week ahead:


Seattle to vote Monday on tax on big employers.

The City Council of Seattle is expected to vote on Monday on a proposal to raise $75 million a year to finance affordable housing and services for the homeless by taxing Amazon and other large employers. The plan appears to have enough votes to pass, but it isn’t clear whether it could survive a veto by the city’s mayor, Jenny Durkan, who has expressed reservations about it. The council on Friday rejected a proposal for a smaller tax that the mayor had backed. Nick Wingfield


Trial set for two of the world’s largest oil companies.

Two of the world’s largest oil companies, Royal Dutch Shell and Eni of Italy, are expected to go on trial on Monday in Milan. Prosecutors are bringing corruption charges over a $1.3 billion oil deal in Nigeria. The defendants include current and former oil executives, among them Claudio Descalzi, Eni’s chief executive, who has the backing of his board despite his legal troubles. The case revolves around a payment the companies made in 2011 to the Nigerian government to settle a dispute over an offshore oil tract in the Atlantic Ocean known as OPL 245. The companies have consistently denied wrongdoing, but the case may shine a light on the sometimes murky dealings of the international oil industry. The proceedings, which are expected to last for months, may be delayed after initial procedures. Stanley Reed


Talks coming up on tariffs on Chinese goods.

Supporters and opponents of the Trump administration’s plan to place tariffs on roughly $50 billion of goods imported from China will gather in Washington on Tuesday to make their case in three days of hearings before the Office of the United States Trade Representative. The Chinese government may also send an envoy to talk separately with administration officials about trade tensions between the countries, which have the world’s two largest economies. Chinese officials have confirmed that Vice Premier Liu He has accepted an invitation from Treasury Secretary Steven Mnuchin to travel to the United States. White House officials have said the visit may take place this week, though plans are not final. Ana Swanson


Data expected on April retail sales.

The Census Bureau will report April’s retail sales on Tuesday. The measure will be watched closely as investors and economists look for signs that consumer prices are rising and putting pressure on spending. March sales rose slightly from the previous month. Michael Corkery

European officials to discuss economic sanctions on Iran.

President Emmanuel Macron of France, Chancellor Angela Merkel of Germany and other heads of government in the European Union will meet for dinner on Wednesday in Sofia, Bulgaria, to discuss topics that are likely to include President Trump’s decision to reinstate economic sanctions against Iran. The E.U. has said it will not join in the sanctions as long as Iran adheres to the terms of the treaty restricting its nuclear program. But European companies who do business in the United States will face pressure to cut ties with Iran, a concern for E.U. leaders who do not want Mr. Trump to determine where their corporations do business. Jack Ewing


E-commerce sales are next test for Walmart.

When Walmart reports its first-quarter earnings on Thursday, the biggest question for investors will be whether the company can accelerate its e-commerce sales growth after a slowdown late last year. The retailer is also revamping its international strategy, capped by last week’s announcement that it was taking control of Flipkart, the leading e-commerce site in India, for $16 billion. Michael Corkery

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Trump Vows to Save Jobs at China’s ZTE Lost After U.S. Sanctions

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SHANGHAI — President Trump tweeted on Sunday that he was working with his Chinese counterpart, Xi Jinping, to prevent the collapse of the Chinese electronics giant ZTE, which shut down major operations after being sanctioned by the United States Department of Commerce last month.

“Too many jobs in China lost,” Mr. Trump wrote. “Commerce Department has been instructed to get it done!”

The department last month banned shipments of American technology to ZTE for seven years, saying the company had failed to reprimand employees who violated American trade controls on Iran and North Korea.

The company had already agreed last year to a $1.2 billion fine in connection with those violations. But now, barred from using American microchips, software and other components, ZTE struggled to manufacture its telecommunications equipment and smartphones.

Mr. Trump’s tweet on Sunday left many initially scratching their heads, in part because he has regularly trumpeted his efforts to save American jobs.

In addition, the prospective shutdown of ZTE was seen as major leverage in ongoing discussions between China and the United States over Chinese trade practices. If the president was announcing a huge concession, it was without any indication of what he might have gotten in return.

“Given his pressure on Beijing on trade, I don’t understand concern for Chinese jobs,” in the tweet, said Adam Segal, a technology and security expert at the Council on Foreign Relations. It “goes against the steady stream of security warnings about ZTE,” he added.

ZTE said on Wednesday that it had halted “major operating activities.” It has 75,000 employees and says it has business in more than 160 nations. Although large American wireless carriers do not use the company’s telecom equipment out of security concerns, it is the No. 4 smartphone brand in the United States, behind Apple, Samsung and LG.

The case comes as the United States and China have intensified their conflicts over trade imbalances and leadership in cutting-edge technology. American officials who visited Beijing earlier this month brought a list of demands for the Chinese government that included a halt to all subsidies to advanced manufacturing industries. Chinese officials also raised objections to the penalties on ZTE.

No deal was reached. Liu He, a top economic adviser to Mr. Xi, is due to visit Washington soon to follow up on discussions.

The American government is also investigating ZTE’s larger rival, Huawei, for breaking American sanctions to a number of countries, including Iran and North Korea. Much larger than ZTE and far more critical to China’s industrial policy plans, Huawei could be a much larger chip in ongoing trade negotiations.

Both ZTE and Huawei have been the subject of repeated security warnings by the American intelligence establishment. The two telecom equipment makers have a close relationship with China’s government, and a 2012 report from Congress cautioned that allowing the companies to build out American cellular networks would be a threat to national security.

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Education Department Unwinds Unit Investigating Fraud at For-Profits

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The investigative team emerged in the wake of Corinthian Colleges’ shutdown as the Obama administration faced criticism for providing loans to students attending other for-profit schools that had also been accused of illegal activity, substandard practices or predatory behavior. While not created expressly to focus on for-profit schools, the group directed its attention to those institutions because of their recruiting practices and the large amount of students they serve.

Separately, another group, the borrower defense unit, focused on forgiving loans for students at Corinthian and other schools where fraud had been identified. That group’s work all but came to a stop last year, but has recently gotten going again.

After Mr. Trump’s victory, some employees openly worried about the fate of the investigative unit, and policies quickly changed with the new administration, according to the current and former employees.

Communication with outside groups now required special approval, including with state attorneys general, who had been partners in identifying cases, and federal agencies like the Consumer Financial Protection Bureau, which had been aggressively monitoring a number of for-profit colleges. Without permission, team members could not contact schools or other parties to request documents, an essential part of making a case, which effectively halted investigative work.

Ms. Hill, the Education Department spokeswoman, said the department was “focused on weeding out bad actors” across higher education, “not capriciously targeting schools based on their tax status.”

In recent months, the three remaining team members have been looking at small cases and examining student requests for loan forgiveness, like one filed by Josue Perez.

Mr. Perez, 30, said he was persuaded by an admissions officer at Corinthian Colleges’ Everest Institute in the Boston area to take out a $5,000 loan to attend the school for massage therapy.

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