February 16, 2023 | Editor: Martin Wennerström
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. In October last year, Toshiba named the JIP-led consortium as the preferred bidder for the acquisition process, but the private equity firm was unable to provide commitment letters from banks by the agreed November 7 deadline. The loan deal was delayed due to disagreements over the post-buyout restructuring plans. The banks had reportedly demanded that Toshiba’s underperforming business be sold if earnings deteriorated after the deal and a committee including investor representatives be set up to monitor management.
Toshiba | Nikkei (1) | Nikkei (2) | Reuters | Business Times
Peltz ends proxy fight as Disney bows to pressure
Trian Partners has ended its proxy fight against Disney after the company announced a USD 5.5 billion cost-cutting plan. Disney also plans to cut 7,000 jobs and restructure its business into three divisions. Additionally, CEO Bob Iger will ask the board to reinstate the dividend which was suspended in 2020 due to the pandemic. In January, Trian filed a proxy calling on Disney shareholders to vote for the appointment of Trian CEO Nelson Peltz to Disney’s board. Trian had criticized Disney’s handling of its 2019 Fox acquisition as well as its failure to establish an effective succession plan.
CNBC (1) | CNBC (2) | Yahoo (1) | Yahoo (2) | Yahoo (3) | NYT | Investopedia
Shell sued over alleged failure to manage climate risk
Environmental law firm ClientEarth has filed a lawsuit against the firm’s board of directors for allegedly mismanaging climate risks. This is the first case in the world that seeks to hold directors personally liable for failing to prepare for the energy transition. ClientEarth argues that Shell’s climate strategy is inadequate for meeting the Paris Agreement goals, while its “flawed climate plans” could lead to value destruction through depressed market valuation. ClientEarth is supported by institutional investors, including pension funds and asset managers.
CNBC | Client Earth | Guardian | Euronews
China’s Hesai raises USD 190 million in U.S. IPO
Shanghai-headquartered self-driving car technology company Hesai Group has raised USD 190 million in its Nasdaq IPO. The listing represents the largest U.S. IPO of a Chinese company in more than a year. Hesai’s listing comes after U.S. regulators had reached an agreement with Beijing over auditing of Chinese-listed firms. The dispute, triggered by Beijing’s refusal to allow U.S. regulators access the audits of U.S.-listed Chinese firms, had put more than 100 Chinese companies at risk of being delisted from U.S. exchanges and caused others to delay their listing plans.
Forbes | Reuters | Seeking Alpha | GNW
Recent Content
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.