Corporate governance - Vigil

KKR provided incorrect or misleading information in its 22-billion-euro ($26 billion) acquisition of Telecom Italia's fixed-line network deal, the European Commission said on Thursday. The Commission, which acts as the competition enforcer in the 27-country bloc, approved the deal unconditionally in May last year, attributing this in part to long-term agreements between FiberCop and telecoms companies Fastweb and Iliad. FiberCop is Telecom Italia's last-mile grid unit. "Under the investigation opened today, the Commission will assess whether KKR provided incorrect or misleading information about these agreements," the EU watchdog said in a statement. The Commission has in recent years cracked down on companies providing misleading information during merger reviews and handed out hefty fines.

Utility company Constellation Energy said on Thursday it has received a regulatory approval from the Federal Energy Regulatory Commission (FERC) for its previously announced $16.4 billion acquisition of Calpine Corporation. This approval represents a step forward in the transaction following earlier approvals by the New York Public Service Commission and the Public Utility Commission of Texas, the company said.

Les ventes du commerce de détail ont diminué de 1,1 % pour s’établir à 69,2 milliards en mai, en raison du recul des ventes des concessionnaires de véhicules et de pièces automobiles, selon Statistique Canada. Toutefois, l’agence indique que ses chiffres préliminaires pour juin indiquent une hausse de 1,6 % pour ce mois. En mai, trois des neuf sous-secteurs ont enregistré une baisse, les ventes des concessionnaires de véhicules automobiles et de pièces détachées ayant diminué de 3,6 %, sous l’effet d’une baisse de 4,6 % des ventes des concessionnaires de voitures neuves. Les ventes au détail de base, qui excluent les stations-service, les marchands de combustibles et les concessionnaires de véhicules et de pièces automobiles, sont restées relativement stables en mai.

Union Pacific said on Thursday it was in advanced discussions with rival Norfolk Southern for a possible mega merger that would create an about $200 billion transcontinental railroad behemoth.
Norfolk shares were up 2%, while Union Pacific, the biggest U.S. railroad operator, fell 2% in early trading. A deal, if it goes through, will combine Union Pacific's dominant position in the Western two-thirds of the U.S. with Norfolk's 19,500-mile route predominantly spanning 22 eastern states. The North American railroad industry has struggled with volatile freight volumes, rising labor and fuel costs, and growing pressure from shippers over service reliability.
If the two companies agree to a deal, it would be the largest-ever buyout in the sector. It would also shape up as a key test of the Trump administration's appetite for big-ticket mergers and will face a plethora of regulatory hurdles. Norfolk has a market value of about $63.2 billion, while Union Pacific was valued at around $138 billion, according to LSEG data.

The Trump administration on Wednesday cancelled a US$4.9 billion federal loan guarantee for a new high-voltage transmission line for delivering solar and wind-generated electricity from the Midwest to the eastern U.S. The U.S. Department of Energy declared that it is “not critical for the federal government to have a role” in the first phase of Chicago-based Invenergy’s planned Grain Belt Express. The department also questioned whether the US$11 billion project could meet the financial conditions required for a loan guarantee. U.S. President Donald Trump has repeatedly derided wind and solar energy as “unreliable” and opposed efforts to combat climate change by moving away from fossil fuels. The Department of Energy also said Wednesday that the conditional commitment to Invenergy in November was among billions of dollars’ worth of commitments “rushed out the doors” by former President Joe Biden’s administration after Biden lost the election.

Algoma Steel Group chief executive Michael Garcia says the Canadian steel maker is in discussions with Ottawa to try to secure a financing package worth more than half a billion dollars as financial pressures mount during a trade war with the United States. U.S. President Donald Trump in March imposed 25-per-cent tariffs on global imports of steel into the U.S. He doubled the tariff to 50 per cent last month, which essentially closed the American market entirely to Canadian steel makers. Prime Minister Mark Carney has said that a tariff-free trade deal between Canada and the U.S. isn’t realistic, and signalled that the timing of any pact is up in the air. Algoma Steel, based in Sault Ste. Marie, Ont., has outsized exposure to the tariffs, owing to its single Ontario plant relying heavily on the U.S. market. Before the trade war began, Algoma sold roughly 60 per cent of its output to the U.S.

U.S. President Donald Trump plans to step foot in the Federal Reserve on Thursday as his allies scrutinize its expensive building renovations, a highly personal and confrontational escalation of his campaign to pressure the central bank to slash interest rates. Trump administration officials have used concerns about the building overhaul to cast doubt on Fed Chairman Jerome Powell’s decision making. They were scheduled to inspect the site on Thursday, and the White House announced late Wednesday that the Republican president would also be visiting. The visit reflects Trump’s disregard for the traditional independence of the Fed, which plays a foundational role in the American economy by setting monetary policy that is supposed to be free of political influence.

Waystar has agreed to buy private-equity backed Iodine Software for $1.25 billion, including debt. The transaction was announced Wednesday afternoon, confirming a prior report by The Wall Street Journal. Waystar will fund the deal with an equal mix of cash and stock. Iodine’s backers include private-equity firms Advent International and Bain Capital’s venture division. Advent is expected to receive only stock in the deal and will agree to an 18-month lockup on selling the shares. The firm acquired a big stake in Iodine in 2021 in a deal that valued the business at over $1 billion. Iodine makes software that uses artificial intelligence to help hospitals and other providers document visits and get reimbursed from insurers.

Un accord commercial entre l’UE et les États-Unis semble se dessiner, avant la date butoir du 1er août, ce qui n’empêche pas les Européens, échaudés, d’agiter la menace de représailles en cas d’échec, dans l’espoir aussi d’une meilleure entente. Un accord est à « portée de main », a assuré jeudi un porte-parole de la Commission européenne, Olof Gill. Le chancelier allemand Friedrich Merz avait évoqué mercredi, aux côtés du président français Emmanuel Macron, des « décisions » imminentes dans ces négociations commerciales, qui ont déjà connu de multiples rebondissements depuis le retour de Donald Trump à la Maison-Blanche. Selon plusieurs sources européennes, l’accord prévoit des surtaxes douanières de 15 % sur les exportations européennes à destination des États-Unis, avec des exemptions notamment sur l’aéronautique, les spiritueux ou certains médicaments.

La nouvelle patronne d’Hydro-Québec aura droit à une rémunération qui pourrait frôler le million, si elle obtient sa prime maximale. La rémunération de la nouvelle PDG, Claudine Bouchard, pourrait atteindre 988 500 $, selon les informations contenues dans un décret du gouvernement Legault. Mme Bouchard aura droit à un salaire annuel de 659 000 $. Le conseil d’administration peut également lui octroyer un boni de performance, mais celui-ci ne peut pas dépasser la moitié de la valeur de son salaire. Avec cette promotion, Mme Bouchard voit ainsi son salaire annuel augmenter de 11,7 % par rapport à ce qu’elle gagnait à titre de cheffe de l’exploitation et des infrastructures. En 2024, elle avait touché un salaire annuel de 589 948 $, pour une rémunération totale de 933 362 $, selon le rapport annuel de la société d’État.

A senior finance executive from a large public company decides to leave on relatively short notice to join another organization. Since this will cause significant disruption to the business, the CEO and remaining executive team quickly look to their leadership pipeline to see who’s ready to step into the role. Although a list of successors had previously been created and discussed, no one feels confident that any of these leaders have what it takes to excel in the position. The CEO decides to do an external executive search, for months leaving the role to an interim leader who is doing two jobs at once. Results suffer, the team stagnates, and momentum is lost. A rare occurrence? Hardly. It happens every day. As one board member at a Fortune 10 company told us, “In my 10 years on the board, the only time we ever talked about CEO succession was when there was an actual CEO transition happening right then. Sure, it’s an SEC regulation for public company boards to actively discuss CEO succession, but there are lots of SEC regulations…”

Italy's UniCredit withdrew its takeover bid for smaller rival Banco BPM on Tuesday, blaming government intervention for scuppering the 15 billion-euro ($17 billion) deal. UniCredit's swoop on BPM, and a similar hostile bid by Spain's BBVA for Sabadell which also faces state opposition in Madrid, have seen European governments emerge as key players in banking mergers. While European authorities have urged the bloc's players to gain scale to counter expanding U.S. rivals, some governments are reluctant to sanction deals that may lead to job losses or excessively distance lenders from local communities. "This is a missed opportunity not only for BPM stakeholders but also for Italy’s businesses, communities and wider economy," UniCredit said in a note.

An internal probe at the World Economic Forum found that its founder Klaus Schwab engaged in a pattern of workplace misconduct over the past decade, including unauthorized spending by him and his wife, bullying behavior and inappropriate treatment of female staffers. The probe, which the Forum’s board launched this April in response to a whistleblower complaint, found evidence that Schwab made comments to a female employee that were suggestive and potentially inappropriate. “Do you feel that I am thinking of you,” Schwab wrote in one late-night June 2020 email to a senior female executive. The preliminary findings were described by people familiar with the matter and documents reviewed by The Wall Street Journal. 

A federal judge dismissed a lawsuit accusing Intel of defrauding shareholders by concealing problems in a business where it manufactured chips for outside customers, leading to a $32 billion one-day plunge in its market value. While saying she "understands plaintiffs' frustrations," U.S. District Judge Trina Thompson in San Francisco ruled on Wednesday that Intel did not wait too long to reveal a $7 billion fiscal 2023 operating loss in its foundry business. Intel's stock price sank 26% last August 2, one day after the chipmaker announced more than 15,000 layoffs, opens new tab and suspended its dividend, hoping to save $10 billion in 2025. The Santa Clara, California-based company created the foundry business in 2021 to serve customers including Amazon.com  and Qualcomm while still making chips and wafers for internal use. In a 21-page decision, Thompson said Intel made clear that foundry results would be "obscured" until 2024, meaning its earlier financial reporting was not false and misleading.

Italy's Saipem and its Norwegian rival Subsea7 announced on Thursday a merger to form a leading global player in offshore energy services. The merger terms align with those outlined in February's memorandum of understanding, the companies confirmed. The combined group, to be renamed Saipem7, will have an order backlog of 43 billion euros ($50.62 billion), revenue of about 21 billion euros and core earnings of more than 2 billion euros, the companies said in a statement. The deal is expected to be completed in the second half of 2026.

Teck Resources said on Thursday that it is going ahead with an extension of its Highland Valley Copper Mine that could cost as much as $2.4-billion, making it the largest critical-minerals investment in B.C.’s history. Teck said the project will extend the life of the mine from 2028 to 2046 to meet surging demand for copper for the electrification of the global economy. The Vancouver-based company said it would start construction in August after garnering the required permits last month. The project is expected to create about 2,900 jobs and generate $435-million in additional gross domestic product during the construction phase, it said. It will support 1,500 jobs over the life of the mine.

Syria and Saudi Arabia announced 47 investment agreements, valued at over US$6 billion, in Damascus on Thursday, marking a significant step in rebuilding Syria’s war-battered economy. The agreements signed at the Syrian-Saudi Investment Forum cover a wide range of sectors, including real estate, telecommunications and finance. The planned projects include housing, the reconstruction of war-damaged areas, the development of tourism, medical and entertainment sites, skyscrapers, and three new cement factories. Syrian Minister of Information Hamza al-Mustafa said the deals are expected to create around 50,000 direct and 150,000 indirect job opportunities. Saudi Arabia has been strongly supportive of the interim government in Syria led by former insurgent commander President Ahmad al-Sharaa since the fall of former President Bashar Assad in a lightning rebel offensive.

The parent company of 7-Eleven has pushed back against the reasons Alimentation Couche-Tard Inc. gave for why a takeover deal never materialized. Couche-Tard said last week that it was ending a yearlong effort to buy Seven & i Holdings Co. Ltd., saying there had been no sincere or constructive engagement from the Japan-based company over a potential deal. Seven & i’s special board committee said Couche-Tard’s claims were highly misleading as it rejected the characterization in a letter issued Tuesday. “We consistently engaged in good faith, and we are disappointed that [Couche-Tard] has decided to walk away from these discussions. We are further disappointed that they have done so in a way that completely mischaracterizes both our engagement and the significant hurdles this transaction faced that they were not committed to resolving,” the letter said.

Ottawa and the provinces are being prodded toward an obvious potential compromise, as they seek common ground on energy and environmental policy. The nudge comes from the Canadian Climate Institute. In a report being released on Thursday, the federally funded think tank and accountability body recommends that Ottawa drop its planned cap on oil and gas sector emissions – but only if both levels of government commit to strengthening the country’s existing carbon pricing system for heavy industrial emitters. Variations of that trade-off have been floated in policy circles for months, because of how it could fit with the reset in federal-provincial relations that Prime Minister Mark Carney is seeking, particularly with Alberta.

City Office REIT Inc. said on Thursday it has agreed to be taken private by MCME Carell, an affiliate of hedge fund Elliott Investment, in a deal valued at nearly US$1.1-billion, including the assumption of debt. MCME Carell will acquire all the outstanding shares of the real estate company it does not already own for $7.00 per share in cash, representing a 26 per cent premium to the stock’s last close. Shares of City Office rose more than 24 per cent to $6.92 in premarket trading. “In light of a challenging environment for the office sector, this transaction delivers immediate and significant value to our shareholders,” CEO James Farrar said. Morning Calm Management, another affiliate of MCME Carell, said the deal underscored its continued belief in the recovery of the office sector and its interest in acquiring high-quality office assets in strong growth markets.

Detroit’s automakers blasted the Trump administration’s trade pact with Japan as a “bad deal” for the U.S. car industry Wednesday, but global auto stocks rallied on news of the agreement. Under the agreement, tariffs on Japanese cars will be lowered to 15% from 25%. Toyota’s shares ended Wednesday trade in Tokyo about 14% higher, its largest single-day percentage increase in more than 15 years. Honda closed up 11%. The trade deal with Japan is also giving investors hope that there could be similar reductions on tariffs for vehicles imported from other countries—including trade agreements that would benefit U.S. automakers, which have a significant presence in Canada and Mexico. Shares in GM and Ford Motor closed up more than 8% and 1.7%, respectively, while Jeep-maker Stellantis jumped more than 9%.

Les usines québécoises d’Alcoa peuvent rediriger un peu moins du tiers de leur production à l’international pour éviter les droits de douane américains de 50 %. Depuis le mois de mars, Alcoa a redirigé près de 100 000 tonnes d’aluminium qui aurait été destiné au marché américain, a indiqué le président et chef de la direction de l’entreprise, William Oplinger, au cours d’une présentation aux investisseurs la semaine dernière.  « Nous avons la capacité de rediriger près de 30 % du volume canadien vers des destinations autres que les États-Unis, a dit le patron de la société américaine. Nous le ferons tant que ce sera plus sensé de l’envoyer ailleurs. » Les activités canadiennes de la société américaine Alcoa sont concentrées au Québec, où elle a trois usines. L’administration Trump a imposé, en mars, des droits de douane de 25 % sur les importations d’aluminium. Ils ont, par la suite, été haussés à 50 % au début du mois de juin.  

We are witnessing a quiet but seismic shift in corporate governance. Behind the headlines of stock prices and board reshuffles, a powerful trio of asset management giants – BlackRock, Vanguard and State Street Global Advisors (SSGA) – has quietly become the most influential force in the corporate world. Known collectively as the ‘Big Three’, these firms are now shaping the strategies, structures and leadership of companies across the globe, all too often in ways that are invisible to the public and even to the businesses they influence. This isn’t just about who owns what. It’s about who decides what.

Corpay said on Wednesday it would buy British financial services provider Alpha Group in a $2.2 billion (1.6 billion pounds) cash deal, as the U.S.-based business payments firm looks to expand its presence among investment managers. Alpha provides alternative bank accounts to European-based investment managers to fund their investments and pay expenses. It holds about $3 billion of deposits in more than 7,000 client accounts. The deal will provide Corpay a runway to expand those relationships into the U.S. and Asia, adding heft to its global reach. Alpha shareholders will receive 4,250 pence per share, representing a 55% premium to the closing price on May 1. A day later, Corpay revealed it was in talks for a possible takeover of Alpha, which later rejected the all-cash proposal. Shares of Alpha jumped 25% to 4,145 pence on Wednesday.

U.S. President Donald Trump on Wednesday reiterated his criticism of Federal Reserve Chairman Jerome Powell amid his ongoing call for lower rates, and called on the central bank's board to act. "Our Rate should be three points lower than they are, saving us $1 Trillion per year (as a Country). This stubborn guy at the Fed just doesn’t get it — Never did, and never will. The Board should act, but they don’t have the Courage to do so!" Trump wrote on his social media platform.