Corporate governance - Vigil

Southwest Gas Holdings Inc, which is embroiled in a proxy battle with Carl Icahn, on Tuesday named two new directors and asked shareholders to reject a $75 per share tender offer from the activist investor.

Icahn had made a bid to gain control of the company’s board and replace the chief executive after Southwest adopted a shareholder rights plan to thwart a push by the investor to abandon a $2 billion deal to buy Questar Pipelines from Dominion Energy Inc.

The SEC’s division of corporation finance has updated its guidance on the process whereby companies seek permission to exclude shareholder proposals, potentially opening the door for more ESG-related measures to end up on proxy statements in 2022 and beyond.

Most CIOs know that mishandled data can lead to financial, reputational, legal, and all sorts of other troubles. That’s why having a strong data governance policy, one that ensures security and compliance yet is also accessible and manageable, is a top priority for any organization that’s committed to data integrity and preservation.

Galderma, the Swiss skincare specialist, has begun talks with international investors for a possible $22bn initial public offering in the first half of next year.

Chief executive Flemming Ornskov, the former boss of rare diseases specialist Shire, told the Financial Times that Galderma and its owners had accelerated strategic planning after two years of bumper growth thanks in part to the Covid-19 pandemic.

Antivirus software company McAfee is in advanced talks to go private in a deal worth more than $14bn including debt led by private equity firm Advent International, according to two people briefed on the negotiations.

The buyout would be one of the largest of the year and, if successful, mark an end to McAfee’s brief run on public stock markets after its initial public offering in October 2020.

SoftBank founder Masayoshi Son has promised a ¥1tn ($8.8bn) share buyback programme over the next 12 months, yielding to investor pressure after the company’s Vision Fund unit disclosed a record quarterly loss of ¥825.1bn.

Market expectations of a new round of share repurchases had been rising with some of the company’s largest shareholders, including activist hedge fund Elliott Management, frustrated by the flagging performance of the Japanese technology conglomerate’s stock price.

The board of Sydney Airport has agreed to a buyout from a consortium led by Melbourne-based IFM Investors for A$23.6bn (US$17.5bn), in one of Australia’s biggest ever deals as pension funds and asset managers continue their sweep of the country’s infrastructure.

Security-software company McAfee Corp. is nearing a deal to sell itself to a group including private-equity firms Advent International Corp. and Permira for more than $10 billion, according to people familiar with the matter.

On October 7, 2021, BlackRock, the world’s largest asset management firm, announced that it has launched an initiative to provide its institutional clients, such as pensions and endowments, the opportunity to make their own voting decisions on proxy matters tied to their investments. Beginning in 2022, these voting options will first be made available to institutional clients invested in its index strategies holdings within institutional separate accounts globally and certain pooled funds in the U.S. and UK that are managed by BlackRock. According to BlackRock, approximately 40% of the $4.8 trillion in index equities it manages will be eligible for these new voting options, including the ability to vote directly on proposals at annual meetings of portfolio companies. Given BlackRock’s penchant for supporting management in election contests, this transfer of voting power could lessen BlackRock’s vast influence in proxy contests by opening up opportunities for shareholder activists to solicit such votes from the ultimate investor.

Two buzzwords feature in virtually every event, interview, news release, bit of commentary and protest at the COP26 climate summit in Glasgow: “net-zero” and “greenwashing.” The more you hear about the former, the more you hear about the latter. There seems to be a direct correlation between the two.

Current and former Boeing Co. directors have reached an approximately $225 million agreement to settle a shareholder lawsuit that claimed the plane maker’s board failed to properly oversee safety matters related to the 737 MAX, according to people familiar with the matter.

After a period of astounding growth in the special purpose acquisition company (SPAC) market, FINRA recently joined the SEC in announcing further scrutiny of broker-dealers and their affiliates involved in SPAC offerings, releasing a targeted exam letter earlier this month. In this post we provide an overview of SPACs, the evolution of regulatory review of this activity to date, and some key takeaways from FINRA’s guidance.

McDonald’s Corp. Chief Executive Chris Kempczinski is apologizing for a text about the shooting deaths of two Chicago children.

Mr. Kempczinski on Monday afternoon plans to address U.S. employees, some at the company’s Chicago headquarters and others virtually, regarding comments that “were wrong—plain and simple,” he wrote in an email to staff Friday.

“I am learning from this,” said Mr. Kempczinski in the message, viewed by The Wall Street Journal. “I believe that starts with more listening and learning from more people whose life experiences are different from my own.”

Toshiba is considering a plan to split into three separate companies, as Japan’s most famous conglomerate seeks to rebuild its market value and address the demands of activist shareholders.

The proposal is just one of several under discussion by Toshiba, which was forced by investors this year to establish a committee to overhaul the group’s strategy after a shareholder revolt. 

Alas, the cop26 summit in Glasgow is shaping up to be a disappointment. The hope that emerging markets, which belch out much of the world’s greenhouse gases, would announce ambitious proposals is being dashed. The plans of China, India and Brazil all underwhelm. There is no sign this will be the cop that kills coal, as Britain, the host, wanted. World leaders have still not agreed to stop subsidising fossil fuels.

PwC will create 20,000 jobs in China over the next five years as part of an Rmb8bn ($1.25bn) investment that will double the size of its presence in the country even as global businesses contend with increasing divisions between Beijing and the west.

Scottish fund manager Abrdn is in talks to acquire online broker Interactive Investor, the companies said Saturday, the latest bet on the growth of individual-investor trading.

The companies didn’t disclose a possible sale price. According to a person familiar with the matter, any deal could value U.K.-based Interactive Investor at around £1.5 billion, equivalent to $2 billion. The companies are still discussing terms, and the talks could collapse without an agreement.

The pathway to a global economy with net zero carbon emissions is narrowing by the day and its success depends on a universal and ambitious drive to eliminate or capture carbon emissions by governments, corporations, financial institutions, and households. The drive to reduce and ultimately eliminate carbon emissions begins with the mundane tasks of annual measuring and reporting. However, despite significant progress in the methodology for measuring and reporting corporate carbon emissions, the overwhelming majority of publicly listed companies around the world still does not disclose their carbon emissions, and even fewer privately held companies do so. Also, as pointed out in numerous recent publications, the current voluntary disclosures lack a coherent measurement and reporting framework.

For the first time in our annual analysis of proxy statements, in 2021 the majority of S&P 500 companies have disclosed the racial (ethnic) makeup of their boards. According to the disclosure available, boards remain overwhelmingly white, with some business sectors disclosing far more racial diversity than others. This is also true for newly elected directors for which demographic information is made public—less than one-fourth of them are non-white. Companies should consider committing to a multi-year board succession plan where the search for strategic skills and expertise is accompanied by a sustained focus on diversity. They should also investigate best practices on the integration of diversity, equity, and inclusion (DEI) metrics into senior executives’ incentive plans, and continue to improve disclosure of board racial and ethnic diversity.

Elliott Management and others push for another buyback as quarterly earnings loom