Corporate governance - Vigil

There’s been a lot of talk from Ottawa about a so-called just transition to a greener economy, as energy demand shifts from fossil fuels and the expense of carbon pollution is increasingly integrated into the cost of doing business.

The COVID-19 crisis vividly demonstrated that Americans rely on certain for-profit corporations to supply the essentials of everyday life. Even in a crisis situation in which the government had assumed an extraordinary role and extraordinary responsibilities, it was deemed necessary for workers handling “essential” tasks to risk infection by continuing their work at private companies. Our society’s capacity to meet basic needs in a crisis thus seems entirely dependent on the capacity of private corporations, which in turn is determined by the decisions of the people with authority at these companies.

In a study of the 100 largest activist campaigns, conducted against 90 individual companies, SquareWell Partners, a shareholder advisory firm, found that 64 per cent primarily demanded a change to board composition, whether that be an activist gaining board seats or the removal of incumbent directors.

President Biden will nominate Sarah Bloom Raskin, a former top Treasury Department official, to serve as the Federal Reserve’s top banking regulator, the White House said

U.S. companies continue to demonstrate resilience following another year in which the pandemic imposed itself on world events. Although 2021 did not deliver a full reopening, corporate activity thrived in spite of ongoing uncertainty around “return to work,” building on momentum and lessons learned from 2020. As the impact of the pandemic subsides, company culture, talent retention and business objectives will shape the long-term workplace landscape. We identify below some of the key factors that may shape the 2022 compensation season.

In this report, we present statistical information for a subset of the data we have collected over the years, updated for the 2021 proxy season. These include board leadership makeup, majority voting, board classification, use of a dual-class voting structure size and number of meetings for boards and their primary committees, and the number of insider directors.

This is the first in a series of briefings covering a number of recent changes to the Listing Rules for companies listed or listing on the Main Market (premium or standard segment) of the London Stock Exchange (LSE), new rules introduced by the Aquis Stock Exchange, proposed reform of the UK prospectus regime, a proposed new power to block listings on national security grounds, recent and further proposed changes to the Takeover Code and the review of financial promotion exemptions relating to high net worth individuals and sophisticated investors.

The federal government is giving small businesses an extra year to pay back their Canada Emergency Business Account loans, one of the most widely used business supports during the pandemic.

British private equity firm BC Partners and Canadian waste management company GFL Environmental Inc. are teaming up to buy Coco Paving Group, the family business run by the controlling shareholders of troubled Bridging Finance Inc., The Globe and Mail has learned.

In our article, Corporate Political Spending is Bad Business, we explore the deep problems that corporate political spending poses for corporations and their management. In particular, we highlight the lack of legitimacy underpinning management decisions to spend treasury dollars on political causes as well as the “hypocrisy trap” for companies that donate to causes that undermine their stated values.

This post revisits topics raised in our earlier post, published in October 2020, that explored how companies and boards were responding to events of that year surrounding systemic racism and racial inequality. Specifically, we explore how practices pertaining to diversity, equity, and inclusion (DEI) have changed in the past year in areas such as reporting, meeting agendas, and actions taken by the company, management, and/or the board. We also review additional topics related to DEI, including board recruitment, board education, and executive compensation incentives.

Two years ago the gregarious former army ranger David McCormick finally emerged victorious from a messy, decade-long process to find a new chief executive for Bridgewater.

if you are an investor whose primary exposure to stocks is through mutual funds and retirement accounts, your role in this “shareholder democracy” is likely to be limited. That’s because votes aren’t typically awarded to small investors in mutual funds or exchange-traded funds. Instead, the asset-management company that runs the fund votes, by proxy, on behalf of the investors.

On November 16, 2021, Skadden held a webinar titled “Preparing for the Shareholder Proposal Season.” The panelists were Gianna McCarthy, Director of Corporate Governance for the Office of the New York State Comptroller (New York State Comptroller); Jessica McDougall, Director, BlackRock Investment Stewardship (BlackRock); and Skadden M&A and corporate governance partner Marc Gerber. The key takeaways from the presentation are summarized below.

BlackRock Inc. posted higher quarterly profit, and market gains lifted the investment firm’s assets under management above $10 trillion.

As 2021 came to a close, the final tally of new U.S. shareholder class action complaints declined for the second straight year (this followed a record number of new cases from 2017 – 2019). Industry experts point to three factors for the two-year drop in newly filed cases: the ongoing COVID pandemic, a decline in merger objection complaints, and a strong, resilient stock market.

In a new essay, we suggest a modification to the SPAC that would enable its transformation from an investment vehicle that disrupts capital markets to one that may enhance their integrity and efficiency. Our version, which we dub “the Activist SPAC,” would be limited to acquisition of shares in public corporations rather than the merger and acquisition of private companies by a conventional SPAC. 

Each year, we ask colleagues from around our firm to boil down the issues in their fields that boards of directors will be facing in the coming year.  In the following pages, we present the results for 2022  - focused updates on 16 topics that will feature on board agendas throughout the year.

Global investors are all too aware of the discount on the valuations of mainland firms as a result of Xi Jinping’s aim to lower leverage, house prices and inequality in China. Borrowers, for their part, must contend with a “Xi premium” on sorely needed capital. The Chinese leader’s policies may have led to a perilous credit crunch for many companies, especially property developers, in global markets.

Royal Bank of Canada and National Bank of Canada are among 19 large banks, including Bank of America Corp. and Wells Fargo & Co., that are forming the RMA Climate Risk Consortium. The group will serve as an industry roundtable to share best practices and craft consistent frameworks for measuring and defining climate risk.

Inflation is worrying chief executives globally, according to a survey released Thursday by the Conference Board, a business research group, and data shared by the U.S. Bureau of Labor Statistics on Thursday backs their concerns.

Our research revealed that investors strongly believe that the job of the CEO goes beyond turning a profit, and working professionals agree. Moving forward, CEOs must take on complex societal issues, demonstrate strong corporate purpose and values, and effectively communicate and engage with their people and key stakeholders frequently.