March 11, 2021 | Editor: Martin Wennerström
UK review revisits supervoting shares and free float restrictions
A recent review commissioned by HM Treasury recommends a slew of measures aimed at boosting the attractiveness of the post-Brexit London Stock Exchange as an IPO destination. Under the recommendations, the LSE premium listing segment would allow dual class share structures with a maximum 20:1 voting rights differential for up to five years post-IPO. The review also recommends a decrease in the minimum free float to 15% from the current 25%. Additionally, the recommendations include a rebranding of the standard listing segment, a relaxation of the listing rules for special purpose acquisition companies and a fundamental review of the prospectus requirements.
In response to the planned rules relaxation, UK-based food delivery firm Deliveroo announced that it had chosen London for its market listing. Deliveroo plans to maintain its dual class share structure for a period of three years and then move to a unitary capital structure. The company, which was valued at more than USD 7 billion as of January of this year, did not disclose the size of the offering.
UK Gov’t (1) | UK Gov’t (2) | Lexology | Guardian | Evening Standard | FCA | Deliveroo | Reuters
Proxy advisers back Toshiba investigation
ISS and Glass Lewis have recommended support for a shareholder proposal requesting an independent investigation into alleged irregularities at Toshiba’s 2020 AGM. Effissimo Capital Management, Toshiba’s largest shareholder with a 9.9% stake, submitted the resolution following reports that certain shareholders had abstained from voting after having been “pressured” or “threatened” with a probe if they opposed the company’s management. Toshiba said in February that an internal investigation had found no evidence supporting these allegations. Additionally, Effissimo has highlighted apparent vote count irregularities as a subject of the investigation. Shareholders will vote on the proposal at an EGM on March 18.
Toshiba (1) | Toshiba (2) | Business Wire (1) | Business Wire (2) | Effissimo
Investors pressure Exxon on board composition and climate
ExxonMobil has announced the addition of two new independent directors, bowing to investor pressure for a leadership overhaul and strategy change. The refreshment follows a previous director appointment made in February. However, a group of sustainability-focused investors with a combined USD 2.5 trillion in assets have called for additional measures to address climate and governance concerns, including the separation of the CEO and Chair roles. Meanwhile, pressure on Exxon to make board changes continues unabated, with investment firm Engine No. 1 having nominated four independent board candidates with oil & gas experience ahead of the company’s 2021 AGM.
Exxon | Reuters | Global News Wire | Business Wire | Engine No. 1
Robinhood considers offering shares directly to users
Online brokerage Robinhood, which entered the public consciousness during the recent GameStop short squeeze, is reportedly planning to confidentially file for an IPO on Nasdaq, potentially as early as this month. The company is reportedly considering selling some of its shares directly to its users, in line with its stated mission of “democratizing” share trading. The company was valued at USD 11.7 billion in a 2020 funding round. However, recent reports claim Robinhood could now be valued at more than USD 20 billion. Recently, it raised USD 3.4 billion in order to meet potential funding needs prompted by the GameStop affair, which is still being investigated by U.S. regulators.
Governance in Brief – May 25, 2023
Activist investor pushes for leadership and strategy changes at NRG Energy Activist investor Elliott Investment Management has disclosed a 13% stake in the US-based NRG Energy and called for leadership and operational changes at the company to remedy its “meaningful underperformance.” The investor urged NRG to add independent directors with experience in the power and energy sector to its board, noting that it has already identified five executives to guide the operational and strategic changes.
Governance in Brief – May 19, 2023
EU court sides with Ryanair on Lufthansa’s 2020 bailout. The EU General Court, the second-highest court in the EU, has annulled the European Commission’s decision on the approval of state bailout for Deutsche Lufthansa prompted by the 2020 pandemic. The judgment found the EC erroneously considered that Lufthansa could not obtain financing on the markets and failed to ask for the implementation of an incentive mechanism for the airline to buy back the German Government’s stake.
Governance in Brief – May 11, 2023
JPMorgan Chase takes over failed First Republic Bank JPMorgan Chase has acquired the assets and deposits of First Republic Bank after California authorities seized and auctioned the troubled lender. The Federal Deposit Insurance Corporation (“FDIC”), an independent governmental agency established to maintain financial stability through the insurance of banks’ deposits, took possession of First Republic Bank after the lender suffered a severe liquidity crisis following the failure of SVB and Signature Bank earlier in March.
Governance in Brief – May 4, 2023
TotalEnergies sells Canadian oil sands operations to Suncor TotalEnergies has announced that it will sell its Canadian operations to Suncor Energy, in an agreement worth up to CAD 6.1 billion (USD 4.47 billion). The French energy giant had originally planned to exit Canadian oil sands by spinning off TotalEnergies EP Canada, but later agreed to instead sell the operations after having received unsolicited offers from both Suncor and other parties.