Skip to main content

Governance in Brief – December 16, 2021

Posted on December 16, 2021

 

December 16, 2021 | Editor: Martin Wennerström 

 

Vivendi moves towards full control of Lagardère

Vivendi has announced that it is acquiring activist investor Amber Capital’s 17.5% stake in French media and retail group Lagardère, at a price of EUR 24.10 per share. The transaction will result in Vivendi owning 45.1% of Lagardère, triggering a full bid for the company due to the 30% mandatory bid threshold having been breached. Accordingly, Vivendi plans to make an offer of EUR 24.10 per share for Lagardère’s remaining stake by February 2022. The deal marks the latest chapter in a multiyear dispute over Lagardère’s control and governance. Vivendi, today Lagardère’s largest shareholder, started building its stake in April 2020, as Lagardère’s managing partner Arnaud Lagardère clashed with Amber over the company’s governance structure. At the time, Lagardère was a French “partnership limited by shares,” which allowed Arnaud Lagardère to retain control despite only holding around 7% of capital. While Vivendi initially supported Arnaud Lagardère’s attempt to fend off a proxy contest from Amber at the 2020 AGM, it later joined Amber in requesting board representation. In April 2021, Arnaud Lagardère bowed to shareholder pressure by agreeing to convert Lagardère into a joint stock company.

Vivendi | Reuters (1) | Reuters (2) | News 18 

 

Top Glove shareholders approve Hong Kong listing

Top Glove shareholders have approved the company’s plan to pursue a secondary HKEX listing. The company could raise up to HKD 4.24 billion (USD 543.3 million) in the offering if an over- allotment option is exercised. In October, Top Glove cut its targeted proceeds to HKD 3.68 million, the second downward adjustment of the year and representing less than a quarter of the initial target. Top Glove had delayed its HKEX listing plans in June, following a U.S. import ban on its products prompted by poor labour practices. The firm’s HKEX listing is expected to be completed in Q1 2022.

US News | TG (1) | TG (2) | Bursa Malaysia Business Times | Bloomberg | CNBC

 

Exxon investors call for CEO change

A coalition of Exxon investors, the Coalition United for a Responsible Exxon (“CURE”), has asked the company to replace its CEO and to appoint an independent board Chair. The coalition, which comprises 145 institutional members with USD 2.4 trillion in assets, has expressed dissatisfaction with the company’s clean energy transition strategy and the performance of the newly appointed directors. CURE has also called on Exxon to tie the executive incentive packages to achieving 1.5°C-aligned greenhouse gas targets. At the 2021 AGM, activist investor Engine No. 1 managed to place three directors on Exxon’s board. 

 

Coca-Cola shareholders push to remove Kotick from board 

The SOC Investment Group, which advises union pension funds, has asked Coca-Cola Co not to renominate Activision Blizzard CEO Bobby Kotick to its board. According to SOC, Kotick “bears primary responsibility” for the “frat boy” corporate culture at Activision Blizzard that has led to gender discrimination and sexual harassment allegations. SOC added that, if Kotick were nominated, it would oppose the reelections of both Kotick and the other director nominees at the 2022 AGM. Another Coca-Cola shareholder, National Legal and Policy Center, had called on the company in late November to remove Kotick from its board.

US News| SOC | NLPC

Recent Content

governance in brief

Governance in Brief – June 15, 2023

Exxon and Chevron AGMs reject climate proposals The AGMs of Exxon Mobil and Chevron have rejected a slew of climate-themed shareholder proposals, signaling a setback for activists pushing for more aggressive emission reduction targets.

governance in brief

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

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

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.