governance in brief
Governance in Brief – April 29, 2021

Canadian National Railway (“CN”) has made an unsolicited bid to acquire U.S. rail carrier Kansas City Southern (“KCS”), sparking a bidding war with its largest domestic competitor Canadian Pacific Railway (“CP”).

governance in brief
Governance in Brief – April 22, 2021

Royal Dutch Shell’s May 18 AGM agenda includes an advisory vote on the company’s “Energy Transition Strategy,” which sets a goal of net-zero emissions by 2050.

governance in brief
Governance in Brief – April 15, 2021

Credit Suisse has announced far-reaching changes following the collapse of U.S. hedge fund Archegos Capital Management and UK supply chain finance company Greensill Capital. Archegos’ failure to meet margin commitments will cost Credit Suisse USD 4.7 billion, with the lender having liquidated USD 10 billion worth of funds managed with Greensill.

governance in brief
Governance in Brief – April 08, 2021

The shares of UK-based food delivery firm Deliveroo Holdings Plc dropped around 30% in their trading debut on the London Stock Exchange (“LSE”), on the back of investor concerns over the company’s business model and ownership structure.

governance in brief
Governance in Brief – April 01, 2021

The UK Government has launched a public consultation on proposed measures to improve the audit and governance regimes of public interest entities. The process was prompted by a spate of corporate failures such as those seen at Carillion and Thomas Cook. The proposals address audit purpose and scope, auditing market competitiveness, director accountability, and the creation of a new regulator with increased powers

governance in brief
Governance in Brief – Mar 25, 2021

Starbucks shareholders revolt over executive pay Starbucks faced a rare rebuke at its 2021 AGM, where its advisory say-on-pay resolution was rejected following opposition by 53% of votes cast. The executive pay proposal included two special one-time retention awards granted in December 2019

governance in brief
Governance in Brief – Mar 11, 2021

A recent review commissioned by HM Treasury recommends a slew of measures aimed at boosting the attractiveness of the post-Brexit London Stock Exchange as an IPO destination. Under the recommendations, the LSE premium listing segment would allow dual class share structures with a maximum 20:1 voting rights differential for up to five years post-IPO.

governance in brief
Governance in Brief – Mar 11, 2021

A Delaware court has invalidated a poison pill that had been adopted by U.S. energy firm The Williams Companies in March 2020. While poison pills have been traditionally conceived of as takeover protections, Williams’ pill is meant to deter activist campaigns by imposing substantial dilution on any shareholder acquiring a specified stake without prior board approval.

governance in brief
Governance in Brief – Mar 04, 2021

Petrobras will hold an EGM to vote on a proposal by the Brazilian federal government, which controls 50.5% of voting rights, to remove CEO Roberto Castello Branco from the board and replace him in this capacity with former military general Joaquim Silva e Luna.

governance in brief
Governance in Brief – Feb 25, 2021

The Carlyle Group has secured a USD 4.1 billion credit line that it describes as “the largest ESG-linked private equity credit facility in the US…and the first to focus exclusively on advancing board diversity.” The facility’s price of debt will be dependent on the firm achieving its goal of 30% board diversity across its portfolio companies within two years of ownership.

governance in brief
Governance in Brief – Feb 18, 2021

Regulatory inquiry calls out governance failures at Crown Resorts Four Crown Resorts directors, including the CEO, have resigned after a report commissioned by New South Wales (“NSW”) authorities found “serious corporate failures” at the firm and deemed it unsuitable to hold a license for its Barangaroo casino.

governance in brief
Governance in Brief – Feb 11, 2021

Investors push for leadership and strategy shift at Exxon More than 135 investors, with USD 2.2 trillion in assets, have teamed up to push Exxon to make leadership changes and to increase its focus on clean energy transition. The investors, acting under the “Coalition United for a Responsible Exxon” banner, expressed concern over the company’s current strategy of basing its upstream investments on an assumption of future price and demand increases for oil and gas.

governance in brief
Governance in Brief – Feb 04, 2021

Apollo Global Management to overhaul corporate governance On January 25, US private equity firm Apollo Global Management announced far-reaching changes to its corporate governance. The firm will separate the Chairman and CEO roles held by co-founder Leon Black, who will stay on as Chairman while co-founder Marc Rowan takes over as CEO.

governance in brief
Governance in Brief – Jan 28, 2021

Home Depot and Omnicom Group are both facing shareholder resolutions calling for an independent third-party investigation into the link between their social media advertising and “violations of civil or human rights.”

governance in brief
Governance in Brief – Jan 14, 2021

Starting this year, Apple will introduce an ESG modifier to its short-term incentive (STI) plan that may increase or decrease executives’ annual bonuses by up to 10%. The performance measures and the threshold, target, and maximum opportunity levels under the STI will remain unchanged.

governance in brief
Governance in Brief – Jan 07, 2021

Following confusion, NYSE delists three Chinese companies The New York Stock Exchange (“NYSE”) has announced the January 11 delisting of the American depositary receipts (“ADRs”) of three Chinese telecommunications companies. The concerned companies are China Mobile, China Telecom, and China Unicom Hong Kong, all controlled by the Chinese state and also listed on the Hong Kong Stock Exchange.