June 23, 2022 | Editor: Martin Wennerström
Zendesk in talks to settle with activist investor
Zendesk has reportedly engaged in settlement talks with activist investor Jana Partners LLC, days after the customer support services provider announced that it had been unsuccessful in its efforts to find a suitable acquirer for its business. The truce may involve the resignation of Zendesk CEO Mikkel Svane as well as certain board changes such as the removal of the lead independent director. In February, Jana Partners, holder of a 2.5% stake in Zendesk, launched a proxy fight at the company, nominating four directors to the board. The move was prompted by Zendesk’s planned USD 4.1 billion acquisition of SurveyMonkey parent, Momentive Global, a deal which some shareholders, including Jana, criticized over its strategic and financial rationale. The transaction was ultimately voted down by shareholders. The conflict between Jana and Zendesk escalated in June when the activist investor announced plans to sue Zendesk for failing to set a date for its 2022 AGM. In February, Zendesk had turned down a USD 16 billion acquisition offer from a consortium of private equity firms.
Atos CEO resigns amid restructuring plans
The CEO of Atos has resigned after apparent disagreements with the board over the company’s restructuring plans. Rodolphe Belmer, who has been at Atos’ helm since January, will step down as of September 22. CFO Stéphane Lhopiteau will also leave the group this year. Atos is considering a possible separation into two publicly listed entities, with Atos continuing to operate its legacy IT services unit and a new company to be named “Evidian” listing in H2 2023 and housing Atos’ former data and cybersecurity business.
Softbank to list part of its Arm stake on LSE
SoftBank Group is reportedly considering listing some of its stake in its UK-based Arm Ltd. on the London Stock Exchange. However, the Japanese company will likely still conduct the IPO in the U.S. While the size and timing of the share sale has not been decided, SoftBank's founder, Masayoshi Son, plans to sell a portion of the company within the fiscal year ending March 2023. Softbank has been exploring options for Ant’s IPO since its plan to sell the company to U.S. peer Nvidia for USD 40 billion collapsed earlier this year due to regulatory concerns.
Founder floats take-private offer for Continental Resources
Continental Resources has received a take-private proposal from founder and Chairman Harold Hamm and his family trust, which collectively own 83% of the company’s capital. The USD 70 per share all-cash buyout offer represents an approximate 9% premium over Continental's June 13 closing price. However, Smead Capital Management, which with an equity stake of around 2% is the largest shareholder after the Hamm family, believes that the offer "undervalues" the shale producer. In response, the board will bring in third-party expertise to evaluate the fairness of the deal.
Governance in Brief – November 24, 2022
Costco to set new emissions targets following activist demands Activist investment firm Green Century Capital Management claims that Costco Wholesale Corp has pledged to set new Scope 3 climate reduction targets in 2023. At Costco’s January 2022 AGM, 70% of votes supported a proposal from Green Century for the company to include emissions from producers and distributors in its net-zero greenhouse gas emissions targets.
Governance in Brief – November 17, 2022
Renault to potentially spin off EV line and partner with Geely French carmaker Renault Group has announced plans to split its activities into five separate businesses: “Ampere” (electrical vehicles), “Power” (combustion- and hybrid-engine assets), “Alpine” (sports cars), “Mobilize” (financial services), and “The Future is Neutral” (recycling activities). The company is considering listing Ampere on Euronext Paris in 2023 and has said that it will welcome external investors while maintaining a “strong majority.”
Governance in Brief – November 10, 2022
Petrobras to pay massive third quarter dividend Petrobras has approved the payment of around BRL 43.68 billion (USD 8.4 billion) in Q3 dividends. Of the total dividend, around BRL 20 billion (USD 3.9 billion) will go to the Brazilian federal government, Petrobras’ controlling shareholder.
Governance in Brief – November 3, 2022
SEC adopts new rule on executive compensation clawbacks The U.S. SEC has adopted new rules requiring publicly traded companies to recover incentive-based executive compensation if that pay was awarded based on a misstated financial performance measure. The SEC had originally proposed a clawback rule in 2015, but it remained dormant until 2021.