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Class Certification Case Law Updates – Anti-trust/Competition Law – United States

Mish Boyka

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The past year has seen several cases delve into the role that
both representative evidence and uninjured class members play in
determining whether predominance has been satisfied within the
broader class certification GFN. In this installment of client
alerts focused on class certification, we discuss some of the
noteworthy developments within these cases below.

Representative Evidence-or the Lack Thereof

Several recent cases have reconsidered the role of
representative evidence in their class certification analyses, and
in what circumstances it is sufficient to show predominance. Most
notably, the Third Circuit in In re: Lamictal Direct Purchaser
Antitrust Litigation
1 strongly affirmed the rule that
outside of a Fair Labor Standards Act case (such as in Tyson
Foods
2) where representative evidence is
the only way to show liability, plaintiffs must still demonstrate
that their claims are capable of common proof at trial by a
preponderance of the evidence. Some background first:

Tyson Foods. In 2016, the
Supreme Court held in Tyson Foods that the plaintiffs were
permitted to use a representative study to show that the class
members in an FLSA action had worked over forty hours per week
without being properly compensated for that time. There, the
defendant-employer did not record (or compensate for) the time pork
processing plant employees spent donning and doffing protective
gear.3 As a result, the employees had to
rely on representative evidence, such as employee statements, video
recordings of gearing up and gearing down, and an expert study to
demonstrate the amount of time for which they were uncompensated.4 In
evaluating whether this evidence could be used to satisfy the
predominance requirement of class certification, the Supreme Court
noted that the district court could have denied class certification
for lack of predominance “only if it concluded that no
reasonable juror could have believed that the employees spent
roughly equal time donning and doffing” their equipment once
such evidence was ruled admissible.5 However, the Court expressly
declined to issue a “broad and categorical rule”
governing the use of representative evidence, explaining that
determinations on whether a representative sample could be used to
establish class wide liability would depend on the purpose and the
underlying cause of action.6

Lamictal. On April 22, 2020, the Third Circuit
clarified that the “no-reasonable-juror” evidentiary
standard described in Tyson Foods is unique to the context
of an FLSA claim in In re: Lamictal Direct Purchaser Antitrust
Litigation
.7 The GFN highlights that class
action plaintiffs outside of the FLSA context of Tyson
Foods
must still show, by a preponderance of the evidence,
that they can establish class-wide injury through common proof at
trial.

The claim at issue in Lamictal is an antitrust claim
known as a “pay-for-delay.” Plaintiffs, a class of
purchasers of the epilepsy drug lamotrigine, alleged that a patent
litigation settlement between manufacturers of the brand name and
generic versions of lamotrigine, GSK and Teva respectively,
unlawfully incentivized Teva to delay the launch of its generic
version.8 The plaintiffs further alleged that,
as a result, consumers were charged artificially high prices for
brand Lamictal and moved to certify a class of all companies that
purchased brand Lamictal directly from GSK or generic lamotrigine
from Teva, on the basis that, “on average, the price of a
generic is lower when there are two generics rather than just
one.”9 GSK and Teva challenged
certification only as to the class members who purchased generic
lamotrigine from Teva.10 Following the district court’s
decision to certify the class, GSK and Teva appealed.

In their appeal, the plaintiffs contended that they did need not
prove antitrust injury at the certification stage to meet
predominance requirements, but merely had to establish that injury
is capable of common proof at trial.11 They further
contended, based on a comment in Tyson Foods, that such
predominance is established unless no reasonable juror could
believe the common proof at trial12 and that, so long as their
evidence of class-wide antitrust injury could survive a jury
finding, they had met the predominance requirement.13

The appeals court disagreed with the plaintiffs and stated,
“contrary to the Direct Purchasers’ assertion, Tysons
Foods
does not control our case, and its no-reasonable-juror
statement certainly does not overturn our longstanding rule
announced in Hydrogen Peroxide” that district courts
are required to resolve factual determinations by a preponderance
of the evidence at the class certification stage.14

The Lamictal court distinguished the case before it
from Tyson Foods by noting that FLSA cases are unique
because often-due to inadequate record-keeping-a
“representative sample [of employees] may be the only feasible
way to establish liability.”15 The Third Circuit further
distinguished Tyson Foods because there, the court was
asked to, but declined to, decertify a class after the
jury had rendered a verdict in favor of the plaintiffs, whereas the
district court in the Lamictal litigation reviewed the
class certification motion “on a blank slate.”16

Accordingly, the appeals court vacated the class certification
decision because the district court accepted plaintiff’s
proposed common proof that relied on averaging, without a rigorous
GFN. The appeals court noted that inquiry was needed into
whether the market was “characterized by individual
negotiations and a discounted-brand competition strategy,”
which could mean that using averages would mask the fact that maybe
plaintiffs suffered no overcharge.17 The appeals court
conceded that “averages may be acceptable where they do not
mask individualized injury,” but held that it was impossible
to know whether the averaging was acceptable here absent further
GFN into the potential pricing strategies in the but-for world
and a more rigorous GFN of the experts’ competing-and
conflicting-evidentiary sources.18 The certification was vacated and
remanded.

Ferreras. Even in the context of FLSA
cases, Tyson continues to undergo examination and
refinement at the district and intermediate appellate court level.
In another recent Third Circuit case, Ferreras v.
American Airlines, Inc.,19 the Third Circuit reversed
certification of three subclasses because the classes could not
establish commonality or predominance.

The district court certified three subclasses of airline
employees who alleged that defendant American’s Newark Liberty
International Airport station failed to compensate them for all
their time spent clocked in to work. American’s timekeeping
system was programmed to calculate pay for employees only for the
duration of their assigned shifts, less an automatically deducted
thirty-minute meal break.20 Plaintiffs, however, alleged that
because they often worked for periods that the timekeeping system
did not account for, they should be compensated for all of their
time, including: (1) time clocked in but which was pre- and post-
their scheduled shift times; (2) scheduled meal breaks; and (3)
time spent working but off-the-clock.21

The district court, relying on Tyson Foods, concluded
that individualized variations between workers would not defeat
class certification.22 In the court’s view,
plaintiffs met the Rule 23(b) commonality and predominance
requirements because all plaintiffs shared questions of (1) whether
they were not, in fact, compensated for their total hours reflected
by the timekeeping system; and (2) whether they were discouraged
from seeking an exception to allow them to be paid for time outside
of their shift.23

The Third Circuit reversed, holding that the district court had
erred in both its commonality and predominance analyses.

Commonality: The Third Circuit held that the district
court erred in finding commonality by accepting that common
questions existed, but not considering whether “a
class-wide proceeding [could] generate common answers apt
to drive the resolution of the litigation” and whether common
issues “are more prevalent or important than the non-common,
aggregation-defeating, individual issues.”24 Regardless of any
common evidence about American’s timekeeping system or their
overtime policy, plaintiffs still needed to prove that each
individual employee worked uncompensated overtime.25 Further, despite
the evidence that only one subset of employees suffered from a
policy of not paying employees submitting requests for overtime,
the district court still certified subclasses consisting of
all hourly employees.26 Because there was evidence in the
record that not all employees worked during all meal breaks, and no
easy measure-like time clock records-by which to compute the extent
to which any particular employee worked off the clock existed, the
individualized evidence needed to prove both claims defeated any
commonality among the class.27

Predominance: The appeals court noted that because the
plaintiffs failed the commonality requirement, they automatically
failed the more challenging predominance requirement as well.28
The Third Circuit also made a point of distinguishing
Ferreras from Tyson Foods for purposes of
predominance, noting that in Tyson Foods, the issue was
how to compensate plaintiffs for the varied amount of time it took
them to participate in the same act of putting on and
removing their protective equipment.29 In
Ferreras, it was unclear whether the employees were
working during the claimed uncompensated time and there was also
variability in the acts plaintiffs performed during that time. As a
result, the Third Circuit disagreed with the district court’s
reliance on Tyson Foods and found that representative
evidence was insufficient to prove the Ferreras
plaintiffs’ case.30

Ridgeway. The Ninth Circuit also
recently considered what constitutes a representative sample in
another FLSA case in Ridgeway v. Walmart Inc.31 In
Ridgeway, long-haul truckers alleged that Wal-Mart was
violating state meal and rest break laws, and that, as a result of
Wal-Mart’s payment practices failing to account for time spent
on required rest breaks and layovers, it failed to pay drivers
minimum wage.32 A jury found for the plaintiffs,
and Wal-Mart appealed, arguing that the district court erred in
certifying the class, and in awarding damages to plaintiffs based
on layovers, rest breaks and inspections.33

In its review of the class certification and damages GFN of
the trial court, the Ninth Circuit agreed with the district court
finding that common issues predominated. Rejecting Wal-Mart’s
argument that the plaintiffs could not use representative evidence
to prove the elements of their case, the appeals court held that
liability was suitable for class treatment on the basis of
substantial supporting evidence showing that Wal-Mart owed class
members minimum payment during layovers.34 And once the jury
found that minimum wages were owed, the varying amount of time
spent on each task “went to the question of damages.”35

Wal-Mart also argued that classwide damages could not be
established because of the “broad range of experiences among
drivers” and the variation of time they spent on each task.36
Although the appeals court said Wal-Mart’s argument as to
damages was “more compelling,” it reiterated that
“[t]ime and time again, this court has reaffirmed the
principle that the need for individualized damages calculations
does not doom a class action.”37 Nonetheless,
noting that plaintiffs still had to prove their damages, the court
considered whether plaintiffs had done so through representative
evidence.

Evaluating the issue through the lens of Tyson Foods,38
the Ninth Circuit held that the plaintiffs put forth adequate
evidence in this case, where a representative sample was the only
practicable way for plaintiffs to present their evidentiary data.
As the court held in Tyson Foods, representative evidence
may include testimony, expert studies and other evidence, all of
which the plaintiffs presented in this case.39 Many plaintiffs
testified about the length of their breaks and inspections, which
the appeals court found to be “ample evidence” for the
average time for each put forth by plaintiffs.40 Additionally, the
expert evidence submitted by plaintiffs could have been presented
as corroborative evidence in any plaintiff’s individual suit
had they moved forward individually rather than as a class.41
The appeals court also noted that Wal-Mart failed to convince a
jury not to extrapolate from the expert testimony.42 Finally, Wal-Mart
was unable to show a methodological error in the expert’s work,
which was based on payroll data, data from Department of
Transportation inspections, driver logs, questionnaires of a random
sample of class members and a good deal of other data.43
Plaintiffs therefore met their burden to show enough representative
evidence to allow a jury to draw a reasonable inference about the
unpaid time worked, and the district court did not err in granting
class certification.44

As seen in Lamictal, Ferreras and
Ridgeway, applications of Tyson continue to
demonstrate a cautious approach to the use of representative
evidence, and the outcome often turns on both the procedural
posture of the case and the nature of the underlying claim.

Uninjured Class Members

In addition to developments regarding the use of representative
evidence, courts continue to weigh in on other notable issues
regarding class certification. The Eleventh Circuit and the
Southern District of New York have both recently weighed in on the
question of how courts should view the presence of uninjured class
members with respect to Rule 23(b) predominance analyses. In
Cordoba v. DIRECTV, LLC,45 the Eleventh
Circuit provided extensive GFN of how the uninjured class
members’ lack of standing could undermine the predominance of
the class issues. In In re Aluminum Warehousing Antitrust
Litigation
,46 the Southern District of New York
reiterated that faulty statistical models that failed to isolate
uninjured class members could not meet the predominance requirement
for class certification.

Cordoba. The plaintiffs in
Cordoba alleged that DIRECTV and its telemarketing
contractor, Telecel Marketing Solutions, violated the Telephone
Consumer Protection Act by failing to maintain an internal
Do-Not-Call list.47 The United States District Court
for the Northern District of Georgia certified two classes. One
class included all individuals whose names were on the National
Do-Not-Call Registry but who nonetheless received more than one
DIRECTV telemarketing call from Telecel, comprising some 926
individuals. The second class included 16,870 people who simply
received more than one DIRECTV telemarketing call from Telecel.

The defendants sought interlocutory appeal. The Eleventh Circuit
Court of Appeals granted the appeal, but only as to whether persons
who received a telemarketing call but who had never asked to be
placed on a do-not-call list had standing, and whether that
affected certification of the second class. The appeals court
concluded that any member of the putative class that had neither
joined the National Do Not Call Registry nor notified DIRECTV or
Telecel that it did not want to receive marketing calls lacked
standing because they were not harmed-to them, “it doesn’t
make any difference that Telecel hadn’t maintained an internal
do-not-call list.”48 The court then had to address what
the effect of having putative class members that lacked standing
had on the predominance GFN.

The answer: “a powerful problem.”49 It fed right into
the Rule 23 inquiry of “how the class will prove causation and
injury and whether those elements will be subject to class-wide
proof.”50 The appeals court noted that
standing would be an “individualized issue” and that it
was “one that the district court did not account for or
consider in any way in deciding whether issues common to the class
actually predominated over issues that were individualized to each
class member.”51

In this regard, the Eleventh Circuit did not draw any bright
lines regarding numbers or proportions or procedure, but focused
instead on the underdeveloped record. It noted a need for more
information on “two key questions: First, how many class
members (or what proportion of them) asked Telecel not to call them
anymore . . . [a]nd second, how do class members intend to prove
that they made these requests?”52 Notably, the
appeals court noted that its decision did not mean “that a
substantially similar class cannot be drawn or certified . . . or
even that the class as certified by the district court was
necessarily too broad.”53 However, the court was troubled by
the lack of information, particularly with regard to the number of
uninjured putative class members. “A plaintiff need not prove
that every member of the proposed class has Article III standing
prior to certification, and in some cases a court might reasonably
certify a class that includes some putative members who might not
have satisfied the requirements of Lujan and decide to
deal with that problem later . . . . But there is a meaningful
difference between a class with a few members who might not have
suffered an injury traceable to the defendants and a class with
potentially many more, even a majority, who do not have Article III
standing.”54

Aluminum. Most recently, the
Southern District of New York also addressed the issue of uninjured
class members by examining whether statistical models could
accurately be used as common proof to prove classwide injury. In
Aluminum, plaintiffs alleged that financial institutions
and aluminum warehouse owners conspired to artificially increase
the value of aluminum derivatives, causing plaintiffs to buy
aluminum at inflated prices.55

Plaintiffs provided an expert report that used a chain of
statistical models to prove that defendants engaged in
anticompetitive behavior to lengthen loading queues for aluminum at
warehouses, which in turn, caused a delay which increased the value
of the aluminum derivatives and, ultimately, that increased
benchmark price was passed on to aluminum purchasers.56
Plaintiffs also provided anecdotal evidence in the form of
statements from industry experts and employees. But the district
court found that neither method could properly be used as common
proof required to show predominance under Rule 23(b) and denied
class certification.

In performing its GFN, the court examined the statistical
models provided by plaintiffs’ expert. Under Comcast,
when a statistical model is purported to prove classwide impact and
causation, courts must “rigorously examine the soundness of
that model at the class certification stage.”57 The court in
Aluminum found several flaws in plaintiffs’
statistical model. For example, the model “fail[ed] to isolate
the effects of the conspiracy” and instead only isolated the
effect of a London Metals Exchange load-out rule two years into the
alleged six-year conspiracy, meaning plaintiffs “lack[ed]
classwide proof that the alleged conspiracy lengthened queues
throughout the relevant period.”58 The model also
impermissibly relied on averaging, as the expert “estimated an
aggregated excess load-out figure for the entire time period and
averaged it as a monthly number for the entire conspiracy”
while simultaneously “fail[ing] to distinguish products of the
alleged conspiracy from economic background events.”59

The district court paid particular attention to the expert’s
use of averaging, noting that “courts have disdained models
that have found classwide price impact by means of averaging impact
across a class period,” because the method does not guarantee
that each class member suffered an individual injury.60 In
Aluminum, this issue was poignant due to the
“significant variation in the level of purported
conspiratorial activity at any given moment during the class
period.”61 The district court ultimately
found that the statistical model concealed uninjured class members
by “yield[ing] false positives,” thereby failing to meet
the common proof requirements for predominance.62

In addition, the court rejected plaintiffs’ argument that
anecdotal evidence should suffice by itself as common proof. While
the court acknowledged that the statements from industry experts
and employees provided important context in evaluating the
expert’s statistical models, documentary evidence is merely
supplemental:

[T]he statements by market
participants on which plaintiffs rely are anchored to particular
industry circumstances and moments in time. They do not, in terms,
profess to opine on the necessary proposition here: that
defendants’ conspiracy, as alleged in this litigation,
unitarily worked antitrust pricing injury on all entities and
persons now defined to fall within the putative class.63

Following the precedent established in Comcast and
Lamictal, the Southern District of New York held that
because the expert’s statistical model of classwide injury
fails due to design flaws, and because no other alternative
adequately demonstrated that there could be common proof of
classwide impact, class certification must be denied.64

Cordoba and Aluminum are additional cases,
similar to the previously discussed In re Rail Freight Fuel
Surcharge Antitrust Litig.
,65 that may be relevant to defendants
considering arguments related to the effect uninjured class members
have on certification. As Cordoba, Aluminum and
Rail Freight demonstrate, courts agree that a class cannot
contain too many uninjured class members, although they have taken
different approaches to their analyses.

Footnotes

1. 957
F.3d 184 (3d Cir. 2020).

2.
Tyson Foods, Inc. v. Bouaphakeo, 136 S. Ct. 1036
(2016).

3.
Tyson Foods, 136 S. Ct. at 1043.

4.
Id.

5.
Id. at 1049.

6.
Id.

7. 957
F.3d 184 (3d Cir. 2020).

8.
Lamictal, 957 F.3d at 189.

9.
Id.

10.
Id.

11.
Id. at 191.

12.
Id.

13.
Id.

14.
Id. at 191 (citing In re Hydrogen Peroxide Antitrust
Litig
., 552 F.3d 305, 307 (3d Cir. 2009)).

15.
Id. at 191 (quoting Tyson Foods, 136 S. Ct. at
1040).

16.
Id.

17.
Id. at 193-95.

18.
Id. at 194-195.

19.
946 F.3d 178 (3d Cir. 2019).

20.
Id. at 181.

21.
Id. at 181-82.

22.
Id. at 186.

23.
Id. at 185-86.

24.
Ferreras, 946 F.3d at 185 (quoting Wal-Mart Stores,
Inc.
v. Dukes, 564 U.S. 338, 350 (2011) and Tyson
Foods
, 136 S. Ct. at 1045)(emphasis added). Notably, the Third
Circuit also found that the district court erred by applying an
improper standard and effectively conditionally certifying a
class-which is impermissible under Rule 23-under a
“pleading” and “initial evidence” standard
rather than by a preponderance of the evidence. Id. When
rejecting the no-reasonable-juror standard from Tyson, the
court in Lamictal cited to Ferreras (among other
cases) for the proposition that factual determinations still must
be proven by a preponderance of the evidence. See
Lamictal
, 957 F.3d at 192.

25.
Id. at 185.

26.
Id. at 186.

27.
Id.

28.
Id.

29.
Id. at 186 (citing Tyson Foods, 136 S. Ct. at
1041-42).

30.
Id. at 187.

31.
946 F.3d 1066 (9th Cir. 2020).

32.
Id. at 1072.

33.
Id. at 1075.

34.
Id. at 1083.

35.
Id. at 1086.

36.
Id.

37.
Id.

38.
Tyson Foods, Inc. v. Bouaphakeo, 136 S. Ct. 1036
(2016).

39.
Id. at 1088.

40.
Id.

41.
Id. at 1087-88.

42.
Ridgeway, 946 F.3d at 1087.

43.
Id. at 1088.

44.
Id.

45.
942 F.3d 1259 (11th Cir. 2019).

46.
No. 14-cv-3116 (PAE), 2020 WL 4218329 (S.D.N.Y. July 23,
2020).

47.
Id. at 1264.

48.
Id. at 1272.

49.
Id. at 1273-74.

50.
Id. at 1273 (citations omitted).

51.
Id. at 1274.

52.
Id. at 1275.

53.
Id. at 1277.

54.
Id.

55.
Aluminum, 2020 WL 4218329.

56.
Id. at *16.

57.
Id. at *38.

58.
Id. at *45.

59.
Id. at *48, *54.

60.
Id. at *48.

61.
Id.

62.
Id. at *54.

63.
Id. at *41.

64.
Id. at *58.

65.
Dakota v. BNSF Ry. Co. (In re Rail Freight
Fuel Surcharge Antitrust Litig
.), 934 F.3d 619 (D.C. Cir.
2019). For our prior summary and GFN on that case, see D.C.
Circuit Upholds Denial of Class Certification When Economic Model
Showed Uninjured Members, Aug. 23, 2019, https://www.paulweiss.com/media/3978837/23aug19-dc-circuit.pdf.
See also Class Certification Developments, Sept. 27, 2019, https://www.paulweiss.com/practices/litigation/antitrust/publications/class-certification-developments-september-2019?id=29845.

The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.

Business

LPL Financial to Acquire Waddell & Reed’s Wealth Management Business and Enter Into Long-Term Partnership With Macquarie

becker blake

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Macquarie to acquire Waddell & Reed Financial, Inc. and upon closing sell
Waddell & Reed’s wealth management business to LPL Financial for $300 million

Long-term partnership between LPL Financial and Macquarie will provide existing
Waddell & Reed advisors and clients with continuity, as well as longer-term opportunities through partnership with a leading international asset manager

SAN DIEGO, Dec. 02, 2020 (GLOBE NEWSWIRE) — LPL Financial Holdings Inc. (Nasdaq: LPLA) (“LPL Financial” or “LPL”), a leading U.S. retail investment advisory firm, independent broker-dealer, and registered investment advisor (RIA) custodian, today announced it has entered into an agreement with Macquarie Asset Management (“Macquarie”), the asset management division of Macquarie Group (ASX: MQG; ADR: MQBKY), to acquire the wealth management business of Waddell & Reed Financial, Inc. (NYSE: WDR) (“Waddell & Reed”), upon completion of Macquarie’s acquisition of all of the issued and outstanding common shares of Waddell & Reed. Additionally, LPL and Macquarie have agreed to enter into a long-term partnership, with Macquarie becoming one of LPL’s top tier strategic asset management partners.

Through its subsidiaries, Waddell & Reed has provided investment management and wealth management services to clients throughout the U.S. since 1937. Today, investment products are distributed under the Ivy Investments ® brand, as well as through independent financial advisors associated with Waddell & Reed, Inc. As of September 30, 2020, Waddell & Reed’s wealth management business had assets under administration of approximately $63 billion, up 10% year-over-year.

Dan Arnold, President and Chief Executive Officer of LPL Financial said: “Waddell & Reed advisors are highly experienced and well-respected throughout the industry. They are a terrific fit both culturally and strategically, and we welcome them to the LPL family. Looking ahead, we expect our capabilities and resources will benefit their practices and help them unlock additional value and growth. Additionally, we look forward to deepening our long-term partnership with Macquarie, which will help us preserve unique aspects of the Waddell & Reed advisor experience while also positioning us to explore additional long-term opportunities together.”

Philip J. Sanders, Chief Executive Officer of Waddell & Reed, said: “Over the past few years, we have been focused on leveraging our strong heritage as the foundation for transforming our firm into a more diversified and growth-oriented financial services enterprise. The long-term partnership between LPL and Macquarie as part of this transaction accelerates that transformation and ultimately will benefit our clients and independent financial advisors while delivering significant value to our stockholders.”

Martin Stanley, Head of Macquarie Asset Management, said: “The addition of Waddell & Reed Financial and our enhanced partnership with LPL will significantly increase our ability to grow and invest in our combined business for the benefit of our clients. Ivy Investments’ complementary investment capabilities will provide diversification to Macquarie Asset Management’s capabilities and client base. The consideration offered reflects the quality of Waddell & Reed’s business and the future benefits of our partnership with LPL.”

Shawn Lytle, President of Delaware Funds by Macquarie and Head of Macquarie Group in the Americas, added: “This transaction is an important step forward in our growth strategy for Delaware Funds by Macquarie. The acquisition of Waddell & Reed’s asset management business and our partnership with LPL significantly strengthens our position as a top 25(1) US actively managed, long-term, open-ended mutual fund manager across equities, fixed income and multi asset solutions.”

The transaction has been approved by the Boards of Directors of LPL Financial, Macquarie Group, and Waddell & Reed and is expected to close in the middle of 2021, subject to regulatory approvals, Waddell & Reed stockholder approval, and other customary closing conditions.

LPL Financial posted an investor presentation with an overview of the transaction on its Investor Relations page at investor.lpl.com.

Centerview Partners LLC served as exclusive financial advisor and Ropes & Gray LLP served as exclusive legal advisor to LPL in connection with the transaction.

About LPL Financial
LPL Financial (https://www.lpl.com) is a leader in the retail financial advice market, the nation’s largest independent broker/dealer(+) and a leading custodian (or provider of custodial services) to RIAs. We serve independent financial advisors and financial institutions, providing them with the technology, research, clearing and compliance services, and practice management programs they need to create and grow thriving practices. LPL enables them to provide objective guidance to millions of American families seeking wealth management, retirement planning, financial planning and asset management solutions.

(+)Based on total revenues, Financial Planning magazine June 1996-2020.

Securities and Advisory Services offered through LPL Financial LLC, a Registered Investment Advisor. Member FINRA/SIPC. We routinely disclose information that may be important to shareholders in the “Investor Relations” or “Press Releases” section of our website.

About Waddell & Reed Financial
Through its subsidiaries, Waddell & Reed Financial, Inc. has provided investment management and wealth management services to clients throughout the United States since 1937. Today, Waddell & Reed Financial distributes its investment products through the unaffiliated channel under the Ivy Investments® brand (encompassing broker/dealer, retirement, and registered investment advisors), its wealth management channel (through independent financial advisors associated with Waddell & Reed, Inc.), and its institutional channel (including defined benefit plans, pension plans, endowments and subadvisory relationships). For more information, visit ir.waddell.com.

About Macquarie Asset Management
Macquarie Asset Management (MAM) is Macquarie’s asset management business. MAM is a full-service asset manager, providing investment solutions to clients across a range of capabilities including infrastructure & renewables, real estate, agriculture, transportation finance, private credit, equities, fixed income, and multi-asset solutions. As of September 30, 2020, MAM had $A554.9 billion of assets under management. MAM has over 1,900 staff operating across 20 markets in Australia, the Americas, Europe and Asia. MAM has been managing assets for institutional and retail investors since 1980 in Australia and 1929 in the US, through a predecessor firm, formerly known as Delaware Investments.

(1) Source: Assets under management as of Sept. 30 – Based on data represented in Strategic Insight and Morningstar. Data includes ICI Method of Sales: Salesforce, Institutional and Retirement. Data excludes Variable Insurance Products, Closed End Funds, ETFs, passive mutual funds, Money Market Funds, Delaware Pooled Trusts, and Optimum Funds.

Forward-Looking Statements
Statements in this press release regarding LPL Financial Holdings Inc. (together with its subsidiaries, including LPL Financial LLC, the “Company” or “LPL Financial”) and its potential growth, business strategy and plans, including the expected benefits of Macquarie Group’s acquisition of Waddell & Reed Financial, Inc. (together with its subsidiaries, “Waddell & Reed”) and LPL Financial’s acquisition of Waddell & Reed’s wealth management business and partnership with Macquarie Group, as well as any other statements that are not related to present facts or current conditions or that are not purely historical, constitute forward-looking statements. These forward-looking statements are based on the historical performance of the Company and Waddell & Reed and the Company’s plans, estimates and expectations as of December 2, 2020. Forward-looking statements are not guarantees that the future results, plans, intentions or expectations expressed or implied by the Company will be achieved. Matters subject to forward-looking statements involve known and unknown risks and uncertainties, including economic, legislative, regulatory, competitive and other factors, which may cause levels of assets serviced, actual financial or operating results, levels of activity or the timing of events to be materially different than those expressed or implied by forward-looking statements. In particular, the Company can provide no assurance that the assets reported as serviced by financial advisors affiliated with Waddell & Reed (“Waddell & Reed Advisors”) will translate into assets serviced by LPL Financial, that Waddell & Reed Advisors will join LPL Financial, or that the benefits that are expected to accrue to LPL Financial, Waddell & Reed, Macquarie Group and their respective advisors and stockholders as a result of the transactions described herein will materialize. Important factors that could cause or contribute to such differences include: failure of the parties to satisfy the closing conditions applicable to the acquisitions described herein in a timely manner or at all, including the completion of the acquisition of Waddell & Reed by Macquarie Group, obtaining the required stockholder and regulatory approvals, and the retention by Waddell & Reed of minimum assets prior to closing; disruptions to the parties’ businesses as a result of the announcement and pendency of the transactions, difficulties and delays in recruiting Waddell & Reed Advisors or onboarding the clients or businesses of Waddell & Reed Advisors; the inability by the Company to sustain revenue and earnings growth or to fully realize revenue or expense synergies or the other expected benefits of the transactions, which depend in part on the Company’s success in onboarding assets currently served by Waddell & Reed Advisors; disruptions of the Company’s or Waddell & Reed’s business due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with its financial advisors and their clients, employees, other business partners or governmental entities; the inability to implement onboarding plans and other consequences associated with acquisitions; the choice by clients of Waddell & Reed Advisors not to open brokerage and/or advisory accounts at LPL Financial or move their assets from Waddell & Reed to LPL Financial; unforeseen liabilities arising from the acquisition of Waddell & Reed’s wealth management subsidiaries; changes in general economic and financial market conditions, including retail investor sentiment; fluctuations in the value of assets under custody; effects of competition in the financial services industry, including competitors’ success in recruiting Waddell & Reed Advisors; and the other factors set forth in Part I, “Item 1A. Risk Factors” in the Company’s 2019 Annual Report on Form 10-K and any subsequent SEC filing. Except as required by law, the Company specifically disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this press release, even if its estimates change, and you should not rely on those statements as representing the Company’s views as of any date subsequent to the date of December 2, 2020.

Investor Relations:
Chris Koegel
617-897-4574
Chris.Koegel@lpl.com

Media Relations:
Jeffrey Mochal
704-733-3589
Jeff.Mochal@lpl.com

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First Responder Announces Proposed Transaction with Airbeam Wireless Technologies

Mish Boyka

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/Not for distribution to U.S. news wire services or dissemination in the United States/

Homegrown Canadian Disruptor Enters 5G-Edge Technology Race
Proposed Entity to Build Innovative Technology Stack for Smart Cities

VANCOUVER, BC, Nov. 30, 2020 /CNW/ – First Responder Technologies Inc. (“First Responder” or the “Company”) (CSE: WPN) (OTCQB: WPNNF) (FWB: 3WK), a leading developer of public safety and security technologies, is pleased to announce that it has entered into a letter of intent dated November 27, 2020 (the “LOI“), which sets out the basic terms and conditions for the acquisition (the “Acquisition“) by the Company of all of the issued and outstanding common shares in the capital of Airbeam Wireless Technologies Inc. (“Airbeam“) in exchange for common shares in the capital of the Company (the “First Responder Shares“). The Acquisition is expected to be structured as a reverse takeover and will constitute a “fundamental change” for the Company pursuant to the rules and policies of the Canadian Securities Exchange (the “Exchange“). The Acquisition is an arm’s length transaction. Upon successful completion of the Acquisition, it is anticipated that the resulting entity (the “Resulting Issuer“) will continue the combined businesses of Airbeam and First Responder under a name to be determined by the parties.

Creating a Canadian National Leader in Emerging 5G-Edge Enabled Smart City Technologies

Over the past decade, governments, privacy commissioners and industry have been working together to develop a roadmap to realize the potential of 5G for the development of Smart Cities in North America, and around the world. The Acquisition proposes to create a Canada-based leader in this important sector, with privacy at the core of the Resulting Issuer’s approach to product development.

As a result of the Acquisition, the Resulting Issuer is expected to develop and sell a complete Canadian-owned technology solution – chip, hardware, software and services – that could reduce Canadian dependence on foreign-owned 5G networking hardware and software.

The combination of Airbeam’s 60GHz millimeter wave (“MMW“) chipset, and Smart City networking hardware and services, together with First Responder’s innovative AI-enabled weapons detection camera and Wi-Fi-based concealed weapons technology, may create a new capability in the public safety and security segment, an important and fast emerging segment of the Smart City vertical. This new public safety infrastructure developed by First Responder, and powered in the future by Airbeam’s 60GHz chipset, may then be utilized as “edge networking nodes” as 5G networks densify, which can offer wireless backhaul, edge computing and networking capabilities to overcome anticipated bottlenecks in the current infrastructure.

“Airbeam remains one of the few independent 60GHz MMW chipset and system solutions available in the market. Combining Airbeam’s technology and highly experienced leadership team with First Responder’s executive team, advisory council and capital markets vehicle, creates a unique opportunity to develop a full stack technology offering that may enable an industry leader to emerge in North America in the 5G-Edge networking and public safety segment of the Smart City vertical,” said Dr. Karim Arabi, Chairman of Airbeam.

In the future, the Resulting Issuer anticipates developing unique hybrid appliances, which may combine some or all of 5G small cell, edge compute, wireless backhaul, computer vision and AI capabilities, which may enable new and unique Smart City applications to be developed for transportation, municipal infrastructure and public safety that have the potential to directly impact daily life in North American cities and beyond. Given the privacy concerns that attend to such capabilities, the Resulting Issuer is expected to continue a process started by First Responder that will integrate privacy considerations from the earliest stages of product inception, and work with third-party privacy advocacy groups and privacy commissioners to ensure that the benefits of this new capability also preserve the privacy and liberty of North American and international customers.

“In the GFN of First Responder’s management, this is an exciting opportunity for Canada and Canadians to potentially replace dependence on foreign 5G networking hardware and software at the edge, with a homegrown solution to develop 5G hardware, software and integrated solutions, which may be the foundational technology for Smart Cities of the 21st century, in North America, and around the world” said Robert F. Delamar, CEO of First Responder and proposed CEO of the Resulting Issuer.

About Airbeam

Airbeam is a private company existing under the laws of British Columbia and is based in Richmond, British Columbia. There are currently 64,551,545 common shares in the capital of Airbeam (the “Airbeam Shares“), 3,500,000 restricted shares, 1,000,000 restricted share units and 669,999 common share purchase warrants outstanding.

Airbeam is a developer of 5G-enabled Smart City technologies, which sells a proprietary 60 GHz millimeter wave (“MMW“) chipset, hardware and software, which cost in excess of $110 million USD to develop by a leading semiconductor company from which it was acquired.

As of the date hereof, no meaningful financial information has been prepared by Airbeam. Airbeam will prepare audited financial statements in the near future and the Company will provide a summary of significant financial information in due course.

Proposed Acquisition

The Company and Airbeam have entered into the LOI, which sets out certain terms and conditions pursuant to which the proposed Acquisition will be completed. The transaction terms outlined in the LOI are subject to the parties successfully entering into a definitive agreement (the “Definitive Agreement“) in respect of the Acquisition on or before February 12, 2021 or such other date as the Company and Airbeam may mutually agree.

The LOI also contemplates other material conditions precedent to the closing of the Acquisition (the “Closing“), including the completion of a bridge financing to raise minimum aggregate gross proceeds equal to such amount required to fund First Responder until the completion of the Acquisition (the “Bridge Financing“), the completion of a concurrent financing to raise minimum aggregate proceeds equal to such amount required to provide the Resulting Issuer with sufficient working capital for a minimum of 12 months following the completion of the Acquisition (or such other amount as may be agreed upon by the parties) (the “Concurrent Financing“), customary due diligence, compliance with all applicable regulatory requirements and receipt of all necessary regulatory, corporate, third-party, board and shareholder approvals being obtained, including the approval of the Exchange. There can be no assurance that the Acquisition will be completed as proposed, or at all.

It is anticipated that the Closing will involve, among other things, the following steps, which may be amended if the parties mutually agree that such form would better satisfy their objective (including but not limited to, tax efficiency to the parties):

  • prior to the closing of the proposed Acquisition, the Company will consolidate its share capital on a basis to be determined by the parties (the “Consolidation“);
  • the shareholders of Airbeam will receive post-Consolidation First Responder Shares in exchange for their Airbeam Shares pursuant to an exchange ratio to be determined by the parties;
  • completion of the Bridge Financing of First Responder securities to be priced in the context of the market;
  • completion of the Concurrent Financing of Airbeam securities or First Responder securities, as may be agreed upon by the parties, to be priced the context of the market but in no event less than the offering price of the Bridge Financing;
  • receipt of all director, shareholder and regulatory approvals relating to the Acquisition and the Concurrent Financing, including, without limitation, the approval of the Exchange; and
  • each of the parties shall have executed, delivered and performed their respective covenants as outlined in the Definitive Agreement, and all representations and warranties of each party contained in the Definitive Agreement shall be true and correct at the time of Closing.

Certain of the First Responder Shares issuable pursuant to the Acquisition may be subject to the escrow requirements of the Exchange and to hold periods as required by applicable securities laws.

The Company and Airbeam, as applicable, may pay finder’s fees in connection with the Bridge Financing, the Concurrent Financing and the Acquisition up to the maximum permitted under the policies of the Exchange.

The Resulting Issuer – Summary of Proposed Directors

It is currently anticipated that certain of the current officers and directors of the Company will resign from their respective positions with the Company.

Following the Closing, the board of directors of the Resulting Issuer is expected to consist of seven (7) directors, four (4) of which will be nominees of Airbeam and three (3) of which will be nominees of the Company.

Dr. Karim Arabi, current Chairman of Airbeam, and Mr. Wayne Lloyd, current President of Airbeam are expected to become directors of the Resulting Issuer.  Robert Delamar is expected to be Chief Executive Officer and a director the Resulting Issuer.  Naresh Singhal is expected to be Chief Technology Officer, but not a director of the Resulting Issuer, with other officers to be determined in due course by the board of directors of the Resulting Issuer.

The following is a brief description of the known directors and officers of the Resulting Issuer who have been identified as of the date hereof:

Dr. Karim Arabi – Chairman

Dr. Arabi is a seasoned executive with extensive leadership experience in the semiconductor and telecommunications industry. Previously, VP of R&D at Qualcomm, Dr. Arabi also held a diverse portfolio of other roles there, such as head of the ASIC research department responsible for Advanced Wireless and Computing Technologies, and VP of Engineering, Mobile SoC Design. He also served as VP, Engineering at Dialog Semiconductor, working on semiconductor products for mobile devices. Dr. Arabi has had several successful technology exits in the semiconductor sector most recently commercializing an innovative power supply chipset for mobile devices enabling higher efficiency and more compact products.

Wayne Lloyd – Director

Mr. Lloyd is an entrepreneur and technology executive with extensive capital markets experience. Mr. Lloyd currently serves as the Chief Executive Officer of Tracesafe Inc., is founder of Consensus Core, and has extensive experience scaling start-ups, special situation investing, and completing complex M&A transactions in the technology sector.  Mr. Lloyd has helped raise millions in capital to grow businesses and has a proven track record of attracting world class talent to start-up ventures. Mr. Lloyd earned a CFA charterholder designation in 2015.

Robert Delamar – Chief Executive Officer

Mr. Delamar is a lawyer and high technology CEO with almost 20 years of experience developing and leading technology companies in Silicon Valley and around the world. After starting his career in Silicon Valley, Robert returned to Vancouver to complete law school at UBC and articled at Blake, Cassels & Graydon in Vancouver. He was called to the bar of British Columbia in 2004.  Immediately after his call to the bar, Mr. Delamar left Vancouver to work in the high-tech corridor situated outside of Washington, DC, where he worked at a mobile satellite networking company in a business development role, and co-founded a social media start-up.  Following a brief return to Canada to practise law as a civil litigator, in 2011 he was recruited to serve as founder and CEO of a video streaming technology start-up company, owned by a major Latin American media and telecommunications conglomerate, which through a series of transactions became UUX, Inc., which was later acquired by Spain’s Agile Content, SA. While at UUX, Inc., Mr. Delamar led a sales effort focused on major international mobile telecoms companies. Between 2014 and 2016 Robert split his time between Vancouver and Silicon Valley, where he co-founded and served as CEO of a green refinery development company, and served as Co-CEO of a peer-to-peer networking company.  In July of 2019 Mr. Delamar accepted the appointment as CEO and member of the board of directors for First Responder Technologies Inc.

Naresh Singhal – Chief Technology Officer

Mr. Singhal has more than 30 years of experience in the technology industry in a variety of domains and industry verticals. He completed a B.S. (Honors) in Electronics and Communications Engineering from National Institute of Technology, India, and professional development coursework from Stanford University. He holds one technology patent, with several others pending. Mr. Singhal started his career as a Scientist with India’s Defense Research & Development Organization (“DRDO“), where he led some prestigious defense projects. After the DRDO, Mr. Singhal moved to the United States and worked at a number of different startups. At Entrisphere Inc. (“Entrishphere“), he built Network Management Systems for next generation optical networking products. Entrisphere was acquired by Ericsson and helped Ericsson get a foothold in the wireline business, selling these products to the major Regional Bell operating companies AT&T, Verizon and BellSouth, in response to a multi-billion dollar request-for-proposal. Subsequently Mr. Singhal led engineering at streaming media startup Sezmi, which went through several acquisitions and mergers before becoming UUX Inc.. As VP of Engineering at UUX, he helped create the world’s first truly converged internet TV as-a-service platform, that combined linear (live) television and Over-the-Top television in an intuitive multi-device user experience. Most recently, Mr. Singhal was Chief Technology Officer at Trunomi, a fintech startup building technology for privacy and data rights management, in response to regulations like the EU General Data Protection Regulation, amid increasing concerns about how corporations misuse personally identifiable information.

Further details concerning the management and directors of the Company will be provided in a comprehensive press release when the parties enter into the Definitive Agreement and in the disclosure document to be prepared and filed in respect of the Acquisition.

Trading in First Responder Shares

Trading in the Company’s shares has been halted in compliance with the policies of the Exchange. Trading in the Company’s shares will remain halted pending the review of the proposed Acquisition by the Exchange and satisfaction of the conditions of the Exchange for resumption of trading. It is likely that trading in the shares of the Company will not resume prior to Closing.

Disclosure and Caution

Further details about the proposed Acquisition, the Bridge Financing, the Concurrent Financing and the Resulting Issuer will be provided in a comprehensive press release when the parties enter into the Definitive Agreement and in the disclosure document to be prepared and filed in respect of the Acquisition. Investors are cautioned that, except as disclosed in the disclosure document, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon.

All information provided in this press release relating to Airbeam has been provided by management of Airbeam and has not been independently verified by management of the Company.

As the date of this press release, the Company has not completed a Definitive Agreement with Airbeam and readers are cautioned that there can be no assurances that a Definitive Agreement will be executed, or that the Acquisition will be completed.

No securities regulatory authority has either approved or disapproved of the contents of this news release. The securities of the Company have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States, or to or for the account or benefit of any person in the United States, absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any common shares in the United States, or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

On behalf of the Board of Directors,

Robert F. Delamar

Robert F. Delamar, CEO

First Responder Technologies Inc.
915 – 700 West Pender Street
Vancouver, BC. V6C 1G8
[email protected]
+1-604-227-9821

About First Responder Technologies Inc.

First Responder Technologies Inc. (the “Company“) is a technology development company that commercializes academic and internally developed intellectual property for use in the public safety market. The Company is developing a WiFi-based technology, based in part, on academic research licensed from Rutgers, the State University of New Jersey (“Rutgers“) that can be used to detect concealed weapons. The Company’s threat detection technology line of business was created to capture a significant portion of the global weapons detection systems market, and in particular, the global perimeter security detection market. In the Company’s view, WiFi–based threat detection technology may be utilized by a wide range of facilities, including schools, places of worship, shopping centres and theatres, to not only make their premises secure, but also reduce their cost of security, from the interior of a facility to the perimeter.

For more information visit: www.firstrespondertech.com or follow us on Twitter, LinkedIn and Facebook.

CAUTION REGARDING FORWARD-LOOKING INFORMATION

Certain statements contained in this news release may constitute forward–looking information, including statements relating to the completion of the Acquisition, the proposed business of the Resulting Issuer, the completion of the Bridge Financing, the completion of the Concurrent Financing, the proposed directors and officers of the Resulting Issuer, the completion of the Consolidation, shareholder, director and regulatory approvals, and future press releases and disclosure. Forward–looking information is often, but not always, identified by the use of words such as “anticipate”, “plan”, “estimate”, “expect”, “may”, “will”, “intend”, “should”, and similar expressions. Forward–looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward–looking information. The actual results of the Company, Airbeam or the Resulting Issuer could differ materially from those anticipated in this forward–looking information as a result of regulatory decisions, competitive factors in the industries in which the Company and Airbeam operate, prevailing economic conditions, changes to the Company or Airbeam’s strategic growth plans, and other factors, many of which are beyond the control of the Company and Airbeam. Each of the Company and Aiream believe that the expectations reflected in the forward–looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward–looking information should not be unduly relied upon. Any forward–looking information contained in this news release represents the Company and Airbeam’s expectations as of the date hereof, and is subject to change after such date. Each of the Company and Airbeam disclaim any intention or obligation to update or revise any forward–looking information whether as a result of new information, future events or otherwise, except as required by applicable securities legislation.

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE First Responder Technologies Inc.

For further information: Please Contact: General Inquiries: [email protected]; Investor Relations: Lyle McLennan, [email protected]; Media Contacts: Jeff Rutledge, [email protected]

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Here’s how technology has evolved over the past two decades

Mish Boyka

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<p> The humble fungus turned out to be quite a sage and agreed to share a few pieces of invaluable advice with the <em>Homo sapiens</em> species.</p><p>
In the summer, I went camping with my friends. On the first day after our arrival, I woke up early to take a walk and pick some chanterelles for breakfast. As bad luck would have it, however, I left my glasses in the tent, and without them, I struggle to tell mushrooms apart. Still, I resolved to carry on, and having collected a handful of becapped specimens I returned to our camp.
</p><p>
My friends, still fast asleep, did not take me up on my breakfast offer, so I ate my tofu and mushroom scramble alone. And seeing the effect it had on me, I quickly realized I had accidentally collected some mushrooms from the <em>Psilocybe</em> genus. This little mishap was a surprise, but I didn’t let it throw me off balance – I let the psilocybinous song carry me away. And now, I shall report on the places I visited and the things I saw. If I find the right words, that is.</p><p>The ground began to rumble, or maybe rather stir and writhe, as if there was a gargantuan snakelike creature breathing underneath its surface. A low murmur and chemiluminescent glow seeped from between patches of moss and foliage. Greenish tentacles glimmered in the murky ground, twisting and turning, and showed me the way towards the heart of the forest. I recognized those viridescent threads to be mycelium, made of the hyphae that are the basis of fungi’s organization system, whereas the glow seemed to be caused by luciferins – a protein capable of emitting light as the result of an enzymatic reaction. Once this mycological phenomenon dawned on me, I was no longer anxious and walked ahead.</p><p>As I was forcing my way through the thicket, in my mind I tried to systematize all the information about fungi I have learned. They are a kingdom that belongs to the group of eukaryotes, which encompasses all cellular organisms that pack their genetic material into chromosomes kept in their cells’ nuclei. This makes them quite similar to humans, which convinced me even more that I could trust the call that beckoned me forward, especially since those organisms boast ancient evolutionary history. The oldest fossils that have been identified as remnants of fungi are estimated to be around one billion years old, which indisputably proves the primaeval nature of the wisdom that summoned me.</p><p>With every step that brought me closer to the heart of the land, I could hear the commotion of heated dispute grow louder around me. Then I remembered a certain theory linking the consumption of hallucinogenic mushrooms by the ancestors of contemporary humans with the development of our consciousness. If not for the phenomenon of synaesthesia, the meaning of the conversations I heard would surely have been lost on me. After all, fungal communication happens noiselessly, with the aid of chemical substances that flow through the mycelium. Luckily, I could feel the vibrations of the ground and electromagnetic impulses, catching even the tiniest of signal molecules so that I understood everything that was being said.</p>

<p>I finally arrived at an arena shaped like an ascocarp, the fruiting body of the sac fungi. In the stalls sat tens of thousands of various species of fungi, with the elders occupying the seats at the top of the assembly hall, chaired by the Hatter who looked strikingly similar to the well-known and liked Jersey cow mushroom.</p><p>Silencing the crowd, he announced:</p><p>”Welcome, human, son of mycelium.”</p><p>”Greetings to you, my brothers,” I answered kindly, filled with a feeling of unity with all the organisms that surrounded me.</p><p>”Your current state is no accident. You have been chosen from all the <em>Homo sapiens</em> to help us solve the most pressing problems of the modern world. Are you ready to serve our cause?”</p><p>”If you’re talking about the same problems that gnaw at my mind every day, I will be happy to help,” I said to him, but felt that I had addressed each and every fungus individually, as they were an inseparable entity.</p><p>”We know your thoughts, but it might be more anthropomorphic-friendly to allow you to express your worries about the state of the world verbally. As a kingdom of sage species, we have decided to try and save our shared motherland. The only one we all have.”</p><p>”It would be very helpful if I did a quick recap of what we know about you. Please, don’t get me wrong. In my current state, nothing is certain, and such a historic exchange deserves to be fully comprehended by both sides.”</p><p>”We know what you mean. And we would very much like to know what you, humans, think of us exactly.”</p><p>”As far as I’m aware, you were classified as plants for a long time. Your ability to move is far from impressive, and you seem to be well-rooted in the soil. Even mycelium is deceptively similar to plant roots. What is it that makes you different from other kingdoms of the living world?”</p><p>”Actually, some of us can move at a rather speedy pace, and several characteristics differentiate us from plants. First, we have no tissue. Our bodies are made entirely of thickly weaved mycelium. Also, we are heterotrophs, meaning that we absorb nutrition from other organisms, namely decomposing organic matter. Of course, we help it decompose through releasing our digestive enzymes into the environment. This ability makes us the main cleaners of the natural world. We can also feed parasitically, hunt, and cooperate with autotrophic organisms.”</p><p>”But you are not only what you eat?”</p><p>”We are also different from other organisms on a biochemical level. We have our cell walls just like plants do, and they serve the same purpose – to protect the inside of the cell. Interestingly, however, the main ingredient of our walls is not cellulose, as it happens for plants, but chitin, a polysaccharide also found in the exoskeletons of various insects. It’s easy to tell us apart from animals because we use ergosterol instead of cholesterol to build our cellular membrane. But actually, on a genetic level, we are more closely related to animals than we are to plants.”</p><p>”And I imagine this genetic similarity must be the reason for the brotherly feeling that overwhelms me so. I have heard some rumours about the largest organism on our planet. They say it’s a fungus that weighs 440 tonnes! I must say, I find it quite hard to comprehend. If that were true, its cap would be visible from space.”</p><p>”You are taking it a little too far. Cap-and-stem fungi are called mushrooms. They are the fruiting bodies of a fungus. Its essence that is mycelium remains hidden underground and only grows above it to reproduce. It is the mycelium of our stumpy brother that you believe to be the largest living organism. Unfortunately, he could not make it to our meeting. He is a little listless due to his impressive age and bulk. Nobody can remember it very well, but he claims to be more than 2500 years old.”</p><p>”Please, do send him my regards. There is another question I must ask you, though. I have heard a lot about some pioneer species, capable of preparing a low-grade environment for being populated with more demanding species, including herbaceous plants. That makes it just one step away from a fully-developed ecosystem.”</p><p>”Thanks to the wide range of enzymes we produce, we can decompose next to everything! We are not intimidated by rocky areas and conflagration sites. Mycelium and spores can be found even by receding glaciers and in the desert. By processing unwelcoming environments, we create a layer of fertile ground on which life can thrive. It was thanks to us that the first plants could populate dry land. But enough about us. Now it’s time to discuss the problems you have caused for the Earth, and which we can solve. Ask ahead.”</p><p>”You have been around for a long time, so you must be familiar with the history of fossil fuels. We use them as our energy source. We do it by burning them, and while doing so, we release greenhouse gases into the atmosphere. Recently, this has become a burdensome issue for our civilization. What should we do?”</p><p>”Forests sponge up more than one-third of all CO2 emitted by the plunderous consumption culture of the current era, aptly named the Anthropocene. Plants absorb CO2 and transform it into biomass in the process of photosynthesis. And while we fungi do not photosynthesize, our role in the accumulation of CO2 could hardly be overstated. By establishing symbiotic relationships with plants, we increase the speed of their growth and improve their quality of life. When your scientists compare the efficiency of CO2 ‘cleaning’ in a forest with a low level of mycorrhiza – that is the coexistence of plants and fungi – and a forest with a high level of such interaction, it becomes clear that fungi-rich ecosystems manage this task much better. We must, however, bring another issue to your attention. CO2 is not the only by-product of your activity. Pollution caused by nitrogen compounds is also very impactful, and we aren’t very fond of them. Take care of us, and we will take care of you.”</p><p>”I shall do whatever I can to convince my people. And speaking of fossil fuels, another issue comes to mind. When we extract and transport petroleum, we sometimes cause spills that pollute the environment. Do you have any advice in this department?”</p><p>”It is but a simple matter. We have several families in our ranks who can digest the hydrocarbons that make up this black gore. Other living organisms can use the products of its decomposition. Not only do we purify contaminated soil, but we can also cooperate with plants that grow there, and help them survive. In the right conditions, petroleum waste could become incubators of earth.”</p><p>”It seems that some of our most pressing ecological issues could be tackled with fungal power. But we also have other problems at hand. Human life is becoming longer than ever, and as we age, our health begins to deteriorate. We suffer from all sorts of ailments, from cancers to metabolic diseases, such as diabetes. Could fungi heal us?”</p><p>”Oh, dear human, you surely know that many medicines are produced with the use of fungi. Baker’s yeast, which you have been using for years to make bread, wine and beer, is also used in micro-factories.”</p><p>”That is true. We discovered the genome <em>Saccharomyces cerevisiae</em>, which allowed us to understand many biological processes. The similarities between human and fungal cells are staggering. This species of yeast is a model organism, commonly used in scientific research. We can even use yeast to produce insulin, a hormone that is indispensable in treating diabetes, one of our civilization’s diseases.”</p><p>”I am proud of you humans. But remember that you have brought upon yourselves so many of those problems that you are so proud of fixing.”</p><p>”You’re right, and many of them remain unsolved.”</p><p>”I won’t tell you not to worry, but do not abandon hope. We fungi are very fond of Russian literature. One of us, the chaga mushroom that grows on birches, is the protagonist of Aleksandr Solzhenitsyn’s novel<em> Cancer Ward</em>. An infusion made of this arboreal growth has incredibly potent healing abilities: it regulates blood pressure, relieves stomach ulcers, and it can even stop the development of some neoplastic cells. It is also used to treat HIV-positive patients.”</p><p>”I have read this book, and I’d hardly consider the chaga its main character.”</p><p>”Do you want our help or not?”</p><p>”I’m sorry.”</p><p>”It doesn’t matter. Our time is almost up. I can feel the serotonin receptors in your body are almost depleted. In a few moments from now, we will no longer be able to communicate. But do take these leaflets with you, they contain some useful information and interesting facts. Whether you choose to use them and save our shared home or not, is your decision. Goodbye, human, and remember: we are always with you, inside you, and around you. Farewell!”</p><p>*</p>

<p>When I came to, I was lying in a beautiful forest clearing, a handful of leaflets in my fist. The mycelium’s hyphae, which seemed to have coiled around my body, were now receding back into the depths of the fungal world. The clearing looked like an endlessly pulsating mandala, in which the fate of our planet was written. It is up to us whether and how we read them. Fungi are a vast, diverse kingdom, and scientists will need many more years to explore them. They have the potential to solve a number of issues that haunt our civilization. Will we accept the helping stem that they are offering?</p><p>For a few more minutes, I daydreamed. I pondered the challenges that loom over humanity. The thoughtless destruction of our environment. Of the natural magic that seems to be the key to the door of perception and survival. Then I heard the voices of my friends and of the fungi that live within them calling me. They didn’t want to believe my story, but I very much hope that at least some of the fungal wisdom can seep through and into the thallus of <em>Homo sapiens</em>. After all, they gave me leaflets!</p><h3><em>LEAFLETS</em></h3><h3>Decontamination of flat surfaces</h3><p>Another nuclear reactor failure? Are the usual cleaning methods not good enough? Is your kitchen covered in radioactive ash? Or perhaps only cockroaches have survived, and you don’t know whom you should call for help? Try the slimy spike-cap!</p><p>This inconspicuous clammy mushroom is capable of absorbing huge amounts of the radioactive isotope caesium-137, thus immobilizing it. The mushrooms can then be picked and burned in a controlled environment, creating radioactive ash, which enables a much easier way of storing or further processing. The concentration of caesium-137 in the slimy spike-cap can be up to 10,000 times higher than in the environment around it. So put on your hazmat suit and go sporulate some mushrooms.</p><h3>Psylololo</h3><p>Psst! Looking for some mystical experiences? Fancy feeling at one with nature and the shamans that surround you? Or maybe you’re after vivid, colourful hallucinations? Come and join the <em>Psilocybe</em> circle, where colours have flavours, and all existential dread fades away!</p><p>Psilocybin, produced by our clever little brothers, has been known to humanity since the dawn of time. It is suspected to have contributed to the development of human consciousness and to have helped shape our spirituality, leading to the creation of religion. Today, it is used mostly for recreational purposes and in <a href=”https://przekroj.pl/en/society/leaving-your-ego-behind-tomasz-stawiszynski” target=”_blank”>therapy.</a> They say that once the door of perception is open and we see things as they really are, everything else will fall into place. We don’t promise that we can save the world, but it’s worth giving us a chance. Under specialist supervision, of course!</p>

<h3>Mushroom meat</h3><p>Are animal-borne diseases giving your civilization grief again? Has factory farming finally been recognized as animal violence? Perhaps you disagree with the concept of using animals as a source of protein in your diet, but you cannot imagine life without a tasty burger? The answer is already here: Quorn, the meat substitute made of <em>Fusarium venenatum</em>!</p><p>This spelling nightmare is, in fact, a delicious mushroom that grows in a sterile bioreactor, where it needs glucose and nitrogen to grow, and is later enriched with vitamins and mineral compounds. The final product is rich in proteins and fibre, has very little saturated fats, and has an exceptionally low track record of allergic reactions. On top of it, Quorn’s carbon footprint is 80% lower than beef’s. So far, the mushroom is known mainly in the West, but its popularity is growing fast – we can expect to see it on our plates sooner rather than later.</p><h3>Will work for food</h3><p>Reliable and hardworking fungus is looking for employment as polyethene waste utilizer. The issue of excessive amounts of plastic waste in the environment is prevalent, and humans are still looking for new ways to utilize them. My brother <em>Aspergillus terreus</em><em> </em>and I, <em>A. sydowii</em>, will happily take it upon ourselves to solve this pressing issue. Can work under challenging conditions with no special equipment required – we produce all of our enzymatic instruments ourselves, and they are perfect for softening and decomposing polymers. We would also like to use this opportunity to recommend the services of our good friend the oyster mushroom, who specializes in the production of environmentally-friendly biodegradable materials that could soon replace the outdated plastics. Feel free to get in touch.</p><h3>Yeast looking for eukaryote</h3><p>I am one of the best-known organisms on the planet, so how come we haven’t met yet? Tired of sexless germination, I am looking for the possibility of genetic recalibration to enrich my genome and establish a stable romantic relationship.</p><p>My full name is <em>Saccharomyces cerevisiae</em>, although I prefer to be called yeast. My career in the baking industry took off back in the times of the pharaohs. I’m still in touch with my friends and acquaintances in that part of the world, so if we get to know each other better, we can go for an exotic trip with a local guide. The baking business turned out to be very lucrative, but I didn’t see it as much of a challenge, which pushed me to keep expanding my horizons. Maintaining my signature freshly-baked bread scent, I tried my hand at alcohol fermentation. But don’t think me some shady moonshiner! I am a master of biochemical transformations, which I can prove with my vast portfolio of carbohydrates that I change into energy and ethanol. I’m comfortable with oxygen, but oxygen-free environments are also perfectly fine.</p><p>Being a fungus of success, I could never sit back for too long. I decided to try my hand at science next. I was hired as a model organism – not that I had to try very hard, considering my impressive skill set. A single-cell organism capable of growing in all kinds of conditions, a master of mitosis, who easily adapts to molecular modifications, has a lot in common – genetically at least – with more complex eukaryotes, including humans. In short, I am your perfect candidate. My academic interests include synthesizing medicines and hormones, ageing research, unveiling the secrets of cellular divisions and their accompanying DNA repairs, and intensification of mitochondrial mysteries. Lately I have become an avid fan of astrobiology, having visited the circumterrestrial orbit, and am planning a flight to the heliocentric orbit next. And while my genetic information isn’t exactly a scientific enigma, I still have a delicious secret or two to share. If you think you might be interested, swipe right. We’ll have a pastry, brew some wine, and if there’s a spark, we can try some conjugation.</p><p><em>Translated from <a href=”https://przekroj.pl/nauka/mysli-maslaka-tomasz-sitarz” target=”_blank” rel=”noopener noreferrer”>the Polish</a> by Aga Zano</em></p><p>Reprinted with permission of <a target=”_blank” href=”https://przekroj.pl/en/” rel=”noopener noreferrer”>Przekrój</a>. Read the <a href=”https://przekroj.pl/en/science/the-magic-of-mushrooms-tomasz-sitarz” target=”_blank”>original article.</a></p>

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