Governance in Brief – July 22, 2021

Posted on July 22, 2021


July 22, 2021 | Editor: Martin Wennerström


Prosus shareholders approve Prosus/Naspers share swap 

Prosus NV shareholders have approved a voluntary share exchange offer for parent company Naspers, under which the former will purchase up to 45.3% of the latter’s shares during an offer period that runs from July 11 to August 13. The deal seeks to decrease both companies’ significant NAV discount, particularly with regard to Prosus’ 28.9% stake in China’s Tencent. Prosus argues that Naspers’ outperformance of the Johannesburg Stock Exchange’s SWIX index has exacerbated this NAV discount by prompting certain investors with single-share limits to sell their holdings. As of June 30, Naspers represented 20.94% of the SWIX’ total weight, a figure which Prosus expects to grow past 30% unless it is halved to between 11% and 13% as a result of the swap. While the offer was approved by 90.1% of total votes, only 53.35% of non-Naspers votes backed the transaction, with some shareholders describing the deal as overly complex and shareholder unfriendly. Following completion, Naspers will retain control over Prosus through special voting rights and the two companies will continue to share a single board.

The Africa Report | Prosus (1) | Prosus (2) | Reuters | News24


China’s Didi sued in U.S. as shares plunge

China’s Didi Global Inc. faces two class-action lawsuits in the U.S., following an approximate 20% drop in its market value after data security concerns prompted a cybersecurity probe by Chinese authorities. The lawsuits allege that the company made misleading statements to investors and failed to disclose that Chinese regulators had warned it to delay its IPO pending the cybersecurity review. At the end of June, Didi raised USD 4.4 billion in the second-biggest ever U.S. IPO of a Chinese company. The investigation occurs on the back of Beijing’s increased scrutiny of Chinese companies listed abroad.

MSP Recovery LLC to go public via SPAC deal

U.S.-based MSP Recovery announced it will go public through a merger with blank-check firm Lionheart Acquisition Corp. II. The deal, which will value the combined company at USD 32.6 billion, would be one of the three largest SPAC transactions ever. MSP Recovery founder and CEO John Ruiz, along with the company’s senior executive team, will lead the combined company. As part of the deal, 1.0 billion warrants will be issued to former Lionheart stockholders who elect not to redeem their shares. However, no dilution is expected to result from the additional warrants, as MSP’s founders have agreed to sell an equivalent number of their shares back to the company. 

Business Wire | Yahoo | Bloomberg


NYSE releases guidelines on ESG disclosure

The NYSE has released a set of eight voluntary guidelines aimed at assisting companies in their ESG-related reporting and stakeholder engagement. The recommendations cover such topics as integrating ESG into business strategy, assessing materiality, identifying stakeholders, establishing governance, ESG research and ratings, and reporting frameworks and standards. There is an emphasis on efficiently conveying ESG performance to investors, particularly with regard to the various reporting frameworks and major ESG ratings providers. The NYSE has indicated that it will continue to communicate around ESG over the coming months.

NYSE | Lexology


Recent Content

governance in brief

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

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

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

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.