Corporate governance - Vigil

Lee Enterprises Inc. said its board has approved a shareholder rights plan, also known as a poison pill, that would prevent hedge fund Alden Global Capital LLC from acquiring more than 10% of the company as it considers Alden’s hostile bid for the newspaper publisher.

The plan will be in effect for a year, the company said Wednesday. Lee Enterprises Chairman Mary Junck said the plan would give the company’s board and its shareholders time to assess the acquisition proposal without undue pressure.

Environmental factors weigh negatively on the credit ratings of nearly all North American oil and gas companies, S&P Global Ratings said as it rolled out a new system rating the impact of environmental, social and governance issues on corporate credit. The scores will inform future corporate credit ratings.

Vitol, the world’s largest independent oil trader, is bringing its African-focused petrol forecourt business back in house via a £1.8bn deal.

The privately owned company has reached an agreement to buy the 64 per cent of Vivo Energy it does not already own for 139p a share in cash, as its seeks growing markets for its core oil business.

The head of Instagram is scheduled to testify before Congress next month to respond to mounting questions about the app’s effects on younger users sparked by a Wall Street Journal investigation, an aide to Sen. Richard Blumenthal said on Wednesday.

Adam Mosseri, who has run Instagram for a little more than three years, is due to appear before the Senate’s consumer protection subcommittee during the week of Dec. 6. Mr. Mosseri previously led the news feed team for Facebook. Both apps are now part of Meta Platforms Inc., the new name for parent Facebook Inc.

A US inflation measure closely watched by the Federal Reserve posted its biggest year-on-year jump since the 1990s last month, adding to pressure on President Joe Biden as his White House scrambles to tame rising costs.

The commerce department’s core personal consumption expenditure index, which strips out volatile food and energy costs, rose 4.1 per cent in October compared with a year ago.

Verizon Communications on Tuesday closed its $6.25 billion purchase of prepaid cellular-service provider TracFone Wireless Inc., cementing its lead in a market split among three major mobile-phone networks.

The cellphone carrier sealed the deal after the Federal Communications Commission on Monday published an order approving the transaction, subject to certain conditions.

A group of U.S. federal agencies on Tuesday said they plan next year to begin delineating how banks can legally get involved in the growing field of cryptocurrencies.

The agencies will focus on what activities banks can legally participate in, and outline rules to ensure safety, consumer protection and compliance with existing laws, said the joint statement from the Federal Reserve, Federal Deposit Insurance Corp. and the Office of the Comptroller of the Currency.

Activision Blizzard Inc. said it’s creating a workplace responsibility committee to oversee efforts to improve its corporate culture after multiple lawsuits and investigations over allegations of sexual misconduct and discrimination.

The video game company’s two women board members will make up the committee: Dawn Ostroff, who has been on the board since last year, and Reveta Bowers, who joined as an independent director in 2018. The company is also working to add a new, diverse director to the 10-member board, it said in a statement.

The poison pill -- which dilutes the ownership of hostile acquirers -- has long been criticized as a tool to keep bad management teams in place and deny existing shareholders the right to profit from buyouts. But a takeover battle in Japan is now spurring endorsements for the tactic by corporate governance experts and influential proxy advisers, and even making some activist investors consider giving it support.

The waivers would allow private corporations to set their own rules regarding when directors could invest in other companies and take part in projects in related industries

Milton Friedman was wrong.

In his seminal 1970 essay, the Nobel Prize-winning economist wrote that companies have no social responsibility beyond making money for shareholders. This doctrine of shareholder primacy guided generations of business executives, board members, and policymakers who ensured that firms forged ahead in the free market with profits as the sole objective.

Pembina Pipeline Corp.’s chief executive officer has stepped down unexpectedly after a year of developments that helped lift the stock price of the Calgary-based company.

Mick Dilger had led Pembina since 2014 and expanded the company through a series of acquisitions. A bid for rival Inter Pipeline this year fell through, but Pembina walked away with a $350-million break fee for its trouble.

The 2007-08 financial crisis put compensation practices in the financial sector on the agenda of financial regulation. On a supra-national level, the Financial Stability Board (FSB) adopted its Principles for Sound Compensation Practices in 2009 “to reduce incentives towards excessive risk taking that may arise from the structure of compensation schemes.” In particular, short-term oriented bonus schemes have been identified as a key factor contributing to excessive risk-taking by financial institutions. This triggered regulatory initiatives around the world to intervene in the timing of bankers’ incentive compensation. For example, in the United Kingdom bankers’ variable pay compensation is now subject to minimum deferral periods of 3 to 7 years, and can be clawed back upon severe underperformance for 7 to 10 years. These regulatory restrictions do not only apply to top-level executives, but a broad set of banks’ “material risk-takers:” E.g., for Barclays alone, the compensation packages of 1746 employees are currently affected by this regulation (see Barclays 2020 Pillar 3 report).

When considered in light of the Chancery Court’s decision, DOJ’s essential findings in its Boeing investigation are problematic at best.  The Chancery Court’s decision outlines how Boeing’s culture of safety deteriorated into a culture of cost-cutting and profits, while under supervision of a board with star-studded credentials.  The Delaware Court’s decision provides a perfect example of how weak corporate governance can have a direct and immediate impact on innocent lives with devastating financial consequences.

The C.D. Howe Institute thinks the Bank of Canada should issue a digital currency that can be converted into cash.

In a new report, the think tank says Canadian-dollar-linked stablecoins could become attractive if they are convertible into cash issued by the Bank of Canada and are well designed and well regulated.

Two Deutsche Bahn employees alleged that some senior staff at the state-owned railway company misused corporate funds as part of widespread fraud at one of Europe’s largest infrastructure projects.

While an investigation into the allegations was under way, one of the employees was fired. Fearing retaliation, the second whistleblower abruptly broke off contact with compliance staff.

The new rules, discussed in this adopting release, amend the federal proxy rules to mandate the use of “universal proxies” in all non-exempt solicitations in connection with contested elections of directors of operating companies.  The SEC also amended the proxy rules to enhance disclosure about voting options and voting standards in all director elections. According to SEC Chair Gary Gensler, the amendments “address concerns that shareholders voting by proxy cannot vote for a mix of dissident and registrant nominees in an election contest, as they could if voted in person….

Executive pay is falling—and it’s all down to investor pressure. That’s one development. The other is that a leading investor has decided they’ve had enough of sounding the executive pay klaxon and is giving up.

The seemingly conflicting news came this week as global advisory firm PwC revealed a survey showing that median chief executive pay in the FTSE 100 had dropped by 9% to £2.9m. A third of CEOs receive no bonus, as a result of cancellation or waived or missing targets.

A traditional IPO. A merger with a special-purpose acquisition company. A direct listing. Finance chiefs these days have a range of options to lead their companies to the public markets, with each approach bringing its own set of pros and cons to consider. Bankers, executives and analysts last week offered tips on going public and a host of other issues that chief financial officers may face, at the SoftBank Vision Fund’s FinConnect Summit near Los Angeles.

Orange’s chief executive Stéphane Richard was on Wednesday given a one-year suspended prison sentence by a French appeals court in a fraud case centred on late businessman Bernard Tapie, leaving his future at the group hanging in the balance.

On November 17, the SEC proposed new rule amendments that would eliminate the core of the new requirements it imposed on proxy advisory firms in July 2020. The SEC had previously announced it would not enforce these requirements, so the process between proxy advisory firms and subject companies will be largely unregulated, much as it was before the 2020 rules.

Agencies say they want to look into whether certain crypto activities are “legally permissible”.

On November 17, 2021, the Securities and Exchange Commission (SEC) adopted rules that will require the use of a single "universal" proxy card in connection with most contested elections of directors. These rules, which have been discussed for years, may make it easier for activist investors to gain representation on corporate boards by requiring proxy cards distributed in connection with a contested election to include the names of all director candidates; this will allow shareholders to "mix and match" between candidates nominated by the company and by the activist. The new rules take effect for contested elections of directors after August 31, 2022.

The biggest misconception about the UK’s new national security regime governing takeovers is that it is simply a system for vetting foreign buyers of British companies.

Samsung Electronics Co. plans to build a roughly $17 billion chip-making plant in Taylor, Texas, according to people familiar with the matter, a mega investment by the South Korean tech giant, as the Biden administration pushes for an expansion of U.S. semiconductor production.