March 10, 2022 | Editor: Martin Wennerström
Toshiba CEO resigns amid internal opposition to planned reorganization
Satoshi Tsunakawa has unexpectedly resigned from his post as Toshiba CEO, amid alleged internal opposition to the restructuring plan that will be put to vote at an upcoming March 24 EGM. Tsunakawa will stay on as interim Chairman, while senior executive Taro Shimada has taken over as interim CEO. Additionally, Toshiba has appointed two new executives. The restructuring plan involves splitting Toshiba’s devices and infrastructure businesses into two independent public companies and divesting the air conditioning, elevators, and lighting businesses. The internal opposition is reportedly rooted in a sentiment that the two successor companies would be left with only low-margin operations. Toshiba had initially announced a three-way separation, but revised this plan following pressure from top shareholders to consider alternatives such as minority investment or a going-private transaction. Yet, the new interim CEO has announced that he will stick to Toshiba’s break-up plan while pledging to strengthen ties with shareholders.
Toshiba (1)|Toshiba (2)|Toshiba (3)|Nikkei|Reuters|Post-Journal |National News|Japan Times|
Zendesk shareholders reject takeover of Momentive Global
Zendesk shareholders have rejected the company’s proposed USD 4 billion acquisition of Momentive Global, with only 10% of votes supporting the deal. Activist shareholders had criticized the transaction’s strategic and financial rationale, arguing that the deal would reduce Zendesk’s own attractiveness to potential acquirers. Major proxy advisors had similarly recommended opposition. The deal was announced in October 2021, at which time it prompted a plunge in both companies’ share prices.
SEC|Reuters (1)|Reuters (2)|Reuters (3)|Yahoo|WSJ|Business Wire|WSJ|CNBC|
GSK to list demerged consumer healthcare arm in July
GlaxoSmithKline PLC expects its consumer healthcare arm, which will be named Haleon, to go public in July. The share will be listed on the LSE’s premium segment, with a separate ADR listing on a U.S. exchange. GSK’s consumer healthcare business is a joint venture between GSK and Pfizer, which respectively hold 68% and 32% of capital. At least 80% of GSK’s stake would be floated. Former Tesco CEO Dave Lewis will serve as non-executive Chair. Pfizer will appoint two directors to the new company’s board. The separation is subject to shareholder approval.
Ex-Nissan exec gets suspended sentence in Ghosn case
A Tokyo court has given former Nissan executive Greg Kelly a six-month suspended sentence for helping to underreport former CEO Carlos Ghosn’s remuneration. Kelly was accused of conspiring with Ghosn and others between 2010 and 2018 to avoid the disclosure of JPY 9.1 billion (USD 79 million) in post-retirement benefits. Kelly was however convicted on only one count of financial misreporting, relating solely to FY2017. Kelly was arrested in November 2018 along with Ghosn, who successfully fled Japan in late 2019.
NBC| CNN|France24| Japan News| BBC|
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.