September 22, 2022 | Editor: Martin Wennerström
DOJ unveils crimefighting policies for corporate misconduct
The U.S. Department of Justice has announced a new “carrots and sticks” approach to fighting corporate crime that encourages companies to report misconduct while making it more difficult for repeat offenders to enter settlements and deferred prosecutions. The policies instruct prosecutors to ensure timely disclosure and prioritization of individual investigations and to consider the corporation’s history of misconduct and the extent of its voluntary disclosure. In addition, new evaluation metrics are to be introduced for the evaluation of compliance programs, including a determination of whether remuneration to current or former employees, executives, or directors is subject to clawbacks based on “actions or omissions [that] contributed to criminal conduct”. Finally, prosecutors should consider the degree to which compensation systems affirmatively incentivize compliance behaviour. Further guidance on the topic is expected by year-end.
EU General Court upholds Google antitrust fine
The General Court of the European Union has upheld a 2018 antitrust ruling by the European Commission against Google, while reducing the size of the resulting fine from EUR 4.34 billion to EUR 4.12 billion. The EC had levied the fine in response to the tech giant’s policies and practices surrounding the preinstallation of its browsing and search apps on smartphones. The decision occurs against the backdrop of the new EU Digital Markets Act, which will impose a new regulatory regime on several large U.S. tech giants. Google has previously been fined a total of EUR 8.28 billion over claims of anticompetitive behavior in 2017, 2018 and 2019.
Twitter shareholders approve Musk deal amid ongoing lawsuits
Twitter shareholders have approved Elon Musk’s bid with a 98.57% majority, following a board recommendation in support of the deal. The USD 44 billion deal is nevertheless subject to ongoing legal wrangling, with Musk wishing to rescind his offer due to allegedly misrepresented userbase and spam account metrics, and Twitter wishing to hold Musk to the agreement. The dispute is set to be heard by a Delaware state court in an expedited trial that starts on Oct. 17 and that is expected to last five days, with Musk’s request to delay the trial until February 2023 having been denied.
Logistics magnate acquires Germany’s Lufthansa stake
Germany’s "Economic Stabilization Fund” has fully exited the Lufthansa stake that it acquired through its 2020 bailout of the airline, one year ahead of its October 2023 deadline. Most of the stake has been acquired by KlausMichael Kühne, making him the largest shareholder with a 17.5% stake that he amassed mostly over the past year. Kühne is expected to receive board representation, something that the 85- year-old logistics entrepreneur has previously coveted. The past year has seen several investments in airlines by freight operators seeking an alternative to increasingly congested land and sea routes.
Governance in Brief – September 22, 2022
DOJ unveils crimefighting policies for corporate misconduct The U.S. Department of Justice has announced a new “carrots and sticks” approach to fighting corporate crime that encourages companies to report misconduct while making it more difficult for repeat offenders to enter settlements and deferred prosecutions.
Governance in Brief – September 8, 2022
BHP shareholders seek coherent climate policy Shareholder activist group The Australasian Center for Corporate Responsibility (“ACCR”) has, with the support of circa 100 co-sponsors, submitted a set of climate-focused resolutions to BHP Group’s next AGM. The ACCR is urging the miner to "proactively advocate for Australian policy settings that are consistent with the Paris Agreement's objective of limiting global warming to 1.5° Celsius."