Governance in Brief – June 10, 2021

Posted on June 10, 2021


June 10, 2021 | Editor: Martin Wennerström


SEC to halt implementation of proxy adviser rules

The U.S. SEC will not enforce the changes to its proxy advisory regulations that it adopted in July 2020. Moreover, it will consider “further regulatory action” following a review of both these rules and related guidance documents issued in 2019. The new regulations and guidelines, both adopted under the Trump administration, had been criticized for allegedly weakening investors vis-à-vis management. The changes mandated enhanced disclosure of proxy voting policies, the release of proxy reports to issuers ahead of publication, as well as proactive and transparent disclosure of issuer feedback to institutional shareholder clients. While the amendments officially entered into force in November 2020, proxy advisers had had until year-end 2021 to comply. In response to the restrictions, proxy adviser Institutional Shareholder Service (“ISS”) had filed a lawsuit against the SEC in October 2019. However, the SEC recently filed a motion, reportedly supported by ISS, to suspend the litigation in light of the regulator’s new stance.

SEC (1) | SEC (2) | Lexology | Bloomberg Law | Reuters


Robinhood adds big names to board

Robinhood Markets Inc. announced the addition of three new independent directors to its board ahead of its imminent IPO. These include Amazon’s lead independent director Jon Rubinstein, who will also become Robinhood’s lead independent director. PwC partner Paula Loop will also join the board, helping the brokerage firm to comply with legislation requiring public companies headquartered in California to have women on board.  The third nominee is former World Bank President Robert Zoellick. 

Germany potentially to participate in Lufthansa issuance

Germany is considering participating in Deutsche Lufthansa’s planned EUR 3 billion capital increase, which is expected later this year. It plans to use the proceeds to pay a part off the EUR 5.5 billion “silent participation” that was included in the company’s EUR 9 billion bailout package. By participating in the capital increase, the German government would limit the dilution of its 20% stake. Germany is reportedly considering two options: either selling a part of its subscription rights and using the proceeds to buy new shares, or spending an additional EUR 1 billion by exercising its existing subscription rights. 

BNN Bloomberg |


Nord Gold plans IPOs in London and Moscow

Nord Gold Plc (“Nordgold”) is planning an IPO on the London Stock Exchange (“LSE”), while also applying for a secondary listing on the Moscow Exchange. The decision comes on the back of rising gold prices. Nordgold plans to have a free float of at least 25% of its issued share capital and expects to be eligible for inclusion in the FTSE UK indices. The company is reportedly valued at GBP 3.5 billion. Nordgold had delisted its global depositary receipts from the LSE in 2017, as its board had considered the company to be inappropriately valued at that time.

Nordgold (1) | Nordgold (2) | City A.M.


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