Governance in Brief – January 13, 2022

Toshiba investor requests shareholder vote on separation plan Singapore-based 3D Investment Partners (“3D”), Toshiba’s second-largest investor, has requested that the firm hold an EGM for shareholders to vote on its three-way separation plan originally announced in November 2021. 3D intends to vote against the proposal, but nevertheless wishes for this legally required vote to take place before additional plan- related expenses are incurred.

Alphabet increases executive remuneration Alphabet is to raise the base salaries of four of its top executives, soon after informing employees that there would not be a company-wide salary adjustment to match rising inflation. Four top executives, CFO Ruth Porat, SVP Prabhakar Raghavan, Chief Business Officer Philipp Schindler, and Chief Legal Officer Kent Walker, will have their annual salaries increased from USD 650,000 to USD 1 million.

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 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.