Governance in Brief – June 8, 2023
European Parliament approves CSDDD The European Parliament has approved the “Corporate Sustainability Due Diligence Directive.” Under the new rules, companies will be required to identify and address the negative impact of their activities and value chains on human rights and the environment. Additionally, companies will need to implement climate transition plans, and, in the case of companies with more than 1,000 employees, tie directors' variable compensation to target achievement.
Governance in Brief – June 1, 2023
Citigroup to IPO Banamex after Mexican gov’t interventions hamper sales deal Citigroup has announced a plan to spin off its Mexican business, Banamex, after a failure to sell the unit to conglomerate Grupo Mexico. Citigroup had been in talks with German Larrea, CEO and Chairman of Grupo Mexico, for over a year in an attempt to orchestrate the sale of the bank, which was first announced at the start of 2022.
Governance in Brief – May 25, 2023
Activist investor pushes for leadership and strategy changes at NRG Energy Activist investor Elliott Investment Management has disclosed a 13% stake in the US-based NRG Energy and called for leadership and operational changes at the company to remedy its “meaningful underperformance.” The investor urged NRG to add independent directors with experience in the power and energy sector to its board, noting that it has already identified five executives to guide the operational and strategic changes.
Governance in Brief – May 19, 2023
EU court sides with Ryanair on Lufthansa’s 2020 bailout. The EU General Court, the second-highest court in the EU, has annulled the European Commission’s decision on the approval of state bailout for Deutsche Lufthansa prompted by the 2020 pandemic. The judgment found the EC erroneously considered that Lufthansa could not obtain financing on the markets and failed to ask for the implementation of an incentive mechanism for the airline to buy back the German Government’s stake.
Governance in Brief – May 11, 2023
JPMorgan Chase takes over failed First Republic Bank JPMorgan Chase has acquired the assets and deposits of First Republic Bank after California authorities seized and auctioned the troubled lender. The Federal Deposit Insurance Corporation (“FDIC”), an independent governmental agency established to maintain financial stability through the insurance of banks’ deposits, took possession of First Republic Bank after the lender suffered a severe liquidity crisis following the failure of SVB and Signature Bank earlier in March.
Governance in Brief – May 4, 2023
TotalEnergies sells Canadian oil sands operations to Suncor TotalEnergies has announced that it will sell its Canadian operations to Suncor Energy, in an agreement worth up to CAD 6.1 billion (USD 4.47 billion). The French energy giant had originally planned to exit Canadian oil sands by spinning off TotalEnergies EP Canada, but later agreed to instead sell the operations after having received unsolicited offers from both Suncor and other parties.
Governance in Brief – April 27, 2023
ValueAct Capital pushes to oust Seven & i Holdings President Activist investor ValueAct Capital has submitted a shareholder proposal to remove four of the 14 directors of Japan’s Seven & i Holdings Co, including company President Ryuichi Isaka. The investor, which holds a 4.4% stake in the Japanese convenience store operator, has nominated four new independent directors to the board. ValueAct alleged that Isaka acted in bad faith and was responsible for a “flawed” corporate strategy. The investor has been calling on the Japanese company to improve its valuation and “pursue bold, structural reform.”
Governance in Brief – April 20, 2023
Softbank liquidates most of its Alibaba stake Softbank has reportedly sold around USD 7.2 billion worth of Alibaba shares this year via prepaid forward contracts, causing its stake to drop from almost 15% to 3.8% and Alibaba’s share price to falter. Softbank has gradually decreased its stake, which as recently as three years ago was valued at USD 100 billion and represented 25% of Alibaba’s share capital.
Governance in Brief – April 13, 2023
Switzerland cracks down on Credit Suisse bonuses The Swiss government has ordered Credit Suisse to eliminate or reduce all outstanding variable compensation for the top three layers of bank management, following the lender's collapse and unexpected takeover by rival UBS. The cutbacks will affect around 1,000 employees, resulting in about CHF 50 to CHF 60 million less in bonus payouts.
Governance in Brief – April 6, 2023
Alibaba to cleave off business units Chinese e-commerce group Alibaba has announced plans to split its operations into six separate business groups. The units are Cloud Intelligence Group, Taobao Tmall Commerce Group, Local Services Group, Cainiao Smart Logistics Group, Global Digital Commerce Group and Digital Media and Entertainment Group.
Governance in Brief – March 23, 2023
SVB Financial Group sued after the collapse of Silicon Valley bank unit SVB Financial Group, the parent company of Silicon Valley Bank, and two of its top executives, CEO Greg Becker and CFO Daniel Beck, are being sued by shareholders following the bank’s collapse. The lawsuit, filed by retail shareholder Chandra Vanipenta on behalf of a group of shareholders, accuses the bank and its two top executives of filing false and misleading financial reports.
Governance in Brief – March 16, 2023
Canada introduces climate reporting framework Canadian regulators have issued new guidance for the country's banks and insurance companies to better manage climate-related risks. The framework, which requires disclosure on governance, strategy, risk management, and metrics related to financial institutions’ greenhouse-gas emissions, was first drafted in 2022.
Governance in Brief – March 9, 2023
The U.S. Congress has passed a resolution repealing a Department of Labor (“DOL”) rule empowering retirement plan managers to consider climate change and ESG factors in their investment decisions. The rule, introduced by the Biden administration, falls under the Employee Retirement Income Security Act (“ERISA”), a federal law which sets protection standards for participants in private pension plans. Biden’s ruling entered into force in January this year, overturning prior Trump-era DOL rules that limited pension fund managers to restrict their investment strategies to “pecuniary factors.”
Governance in Brief – March 2, 2023
Indian regulator proposes enhancement to ESG disclosure rules India’s securities and market regulator SEBI has released a new ESG disclosure framework for public consultation. The proposed regulations impact India’s 1,000 largest companies by market capitalization, ESG funds and ESG ratings providers. For the largest companies, the regulator proposes areas of assurance of ESG disclosures and reporting and assurance of ESG footprint of the supply chain. The proposals expand on the 2021 Business Responsibility and Sustainability Report (“BRSR”) guidelines and propose mandatory assurance of certain KPIs under ESG disclosure. The KPIs contain intensity ratios such as GHG emissions, water consumption, and waste generation. For supply chain, SEBI will introduce a comply-or-explain approach for the top 250 companies starting in 2024, and assurance beginning in 2025. For ESG funds, SEBI proposes that at least 65% of AUM be invested in companies reporting on comprehensive BRSR and provide assurance on BRSR core disclosures. Under the proposed rules, ESG rating providers should also provide a “core ESG rating” based on assured information in addition to their own products.
Governance in Brief – February 23, 2023
SEC considers changes to climate disclosure rules The U.S. SEC is reportedly considering easing a set of proposed rules, released in March 2022, which would have required public companies to make disclosures about their greenhouse gas emissions (“GHG”), climate-related financial metrics, and climate-related risks.
Governance in Brief – February 16, 2023
Toshiba Corp receives USD 15.2 billion take-private offer Toshiba has received a USD 15.2 billion buyout offer from a consortium led by investment fund Japan Industrial Partners (“JIP”). The offer was made after the tie-up managed to secure commitments from banks worth USD 10.6 billion, including a commitment line of JPY 200 billion (USD 1.5 bullion) for working capital. The deal, which would see the Japanese electronics maker going private, is subject to board and shareholder approval. Toshiba has set up a special committee, composed of seven outside directors, to assess the offer.
Governance in Brief – February 9, 2023
Activist investor Nelson Peltz targets Disney seat Trian Partners has filed a proxy calling on Disney shareholders to oppose the reappointment of Michael Froman as director at the 2023 AGM and to replace him with Trian CEO Nelson Peltz. Trian argues that Froman has no corporate experience outside of Disney, accuses the board of having caused financial losses through poor corporate governance, and has criticized Disney’s handling of its 2019 Fox acquisition as well as its failure to establish an effective succession plan. Disney, which has rejected Peltz’s request for a seat, claims that he lacks relevant skills and has no plan to enhance financial performance, while arguing that Peltz’s election would be a “mistake” that would “threaten the strategic management of Disney during a period of important change in the media landscape.” Reuters | CNBC | Trian Partners|
Governance in Brief – February 2, 2023
Former McDonald’s HR Head faces landmark ruling The Delaware Court of Chancery has ruled that corporate officers have the same oversight obligations as corporate directors under Delaware law. The decision paves the way for a shareholder lawsuit filed against former McDonald’s executive David Fairhurst in 2021. Fairhurst, who served as the firm’s Global Chief People Officer from 2015 until his termination in 2019, is accused both of breaching his fiduciary duties by permitting a corporate culture of sexual misconduct and of engaging in sexual misconduct himself. Fairhurst had argued that he could not be sued, citing purportedly precedential rulings that such oversight rests solely with directors