3d最新藏机图今天

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3d最新藏机图今天featuring all breaking news and in depth articles and editorial press coverage pertaining to shareholder activism and corporate governance.

Japan Tightens Entry of Foreign Investors in 12 Strategic Sectors
Hammerson Offloads Nine U.K. Retail Parks for £455 Million
Six Flags Swings to Unexpected Loss, Slashes Dividend by 70%
HP Adopts Poison Pill After Xerox's Buyout Attempts
Thyssenkrupp Nears Full Sale of US$17 Billion Elevator Division: Sources
PNE Investor Sees 32% Upside in Wind Farm Group's Share Price
Icahn Suggested HP Buy Xerox With Offer About to Go Public
Elliott Takes Stake in Dutch Insurer NN, Pushes for Change
Commissioner Roisman Defends Proxy Proposals
SoftBank's Son to Pitch New York Investors Under Cloud of WeWork
Eldorado CEO Weighs Deals for a Leaner Caesars Ahead of Merger
7-Eleven Owner in Talks to Buy Speedway Operation in the US for $22 Billion
ISS Recommends Shareholders Vote AGAINST Enzo Proposal to Increase Size of Board
Kirin Reiterates Opposition to Investor Demands
Kirin Fight Taps Into Japan's Tolerance for Change
Argo Group Appoints Bradley as Chairman; Rehnberg Named CEO
Portfolio Manager Grimes Added to Tegna Board
Victoria's Secret to Go Private at $1.1 Billion Valuation
Argo Group Announces Board of Directors Nominees: Dr. Bernard C. Bailey and Fred R. Donner
SoftBank Climbs on Plan to Borrow $4.5 Billion Via Telecom Stock
SoftBank to Borrow $4.5 Billion Pledging Domestic Telco's Shares
Trian to Make $70 Million in Nine Months on Legg Mason Bet
SoftBank Spends $2.5 Billion to Get Second Vision Fund Off the Ground: Sources
Franklin Resources to Buy Legg Mason for $4.5 Billion
MG Capital Seeks to Oust Philip Falcone From HC2's Board
Kirin Investor Demands Board Changes or Risk Proxy Battle
DuPont Replaces CEO Amid Struggle to Expand Sales
Rental-Home Owners in $2.3 Billion Deal
HBC Says Three Proxy Advisers Recommend Shareholders Back Privatization Deal
Intelsat Gains as Appaloosa Takes Stake, Urges Rejecting FCC
Investors Await GAM's Next Step as Fund House Slims Down
U.S. Utility Evergy Close to Board Deal With Elliott—Sources
SoftBank Group Quarterly Profit Wiped Out by Vision Fund Losses
Philadelphia Investors Help Launch American-Style Board Challenge in Corporate Japan
Investors Urge Japan to Strengthen Climate Targets Ahead of U.N. Summit
Xerox Courts HP Shareholders as Takeover Battle Heats Up
Instructure Accepts Thoma Bravo's Raised Takeover Bid
A Stock and a Hard Place: SoftBank's $150 Billion Alibaba Warchest in Spotlight
KCGI-Heiress Coalition Ups Ante to Dethrone Hanjin Successor
Fed Updates Rule on Activists Taking Stakes in Banks
Tuesday Morning Attracts Investor Who May Want to Buy the Off-Price Retailer
Starboard Value Reports 7.5% Stake in Mednax Inc. as of Feb. 4, 2020 - SEC Filing
Emerson Says It Will Not Pursue a Break-Up Following Internal Review
Bloomin' Executive Chairman Steps Down, Two Execs Depart
SoftBank Founder Opens Door to Working With Elliott on Changes
SoftBank Profit Wiped Out by Vision Fund Losses, Second Fund Scaled Back
Xerox Mimics Icahn's Pugnacity in Pursuit of HP
Icahn Demands Occidental Reveal if It Got Takeover Approach
Hawaiian Electric Industries Appoints ValueAct Capital Managing Director to Board of Directors
Murren Mum on Reasons for Leaving MGM
Ubben's ValueAct Capital Buys Into BP on Carbon-Cutting Pledge
Toshiba Machine Opposes Takeover Bid by Investor Murakami
Amber Raises Stake in Lagardere Above 10%
SoftBank Stock Surges 14% After Sprint Sale Wins Approval
Paul Singer Looms Over Goldman Sachs Meeting
Shareholder Asks Japan Apparel Firm Sanyo Shokai to Sell Itself
Litt's Land & Buildings Adds Stake in American Homes 4 Rent
Primo Water-Cott Negotiations Swirled Around Hedge Fund Concerns
Billionaire Investor Bill Ackman Trims Stake in Chipotle, but Is Still Betting Big on Burritos With 5% Stake
Carl Icahn Blasts SEC Proxy Overhaul as a 'Big Step Backward'
Women Still Hold Less Than a Third of Top Roles at U.K. Companies, Review Finds
Kone Faces Uphill Battle to Buy Thyssenkrupp Elevators
Big Shareholder Pressures R.R. Donnelley on 'Poison Pill'
Moelis Hires Herrington From Raymond James for Engagement Defense
Pershing Square Trims Stake in Chipotle
Starboard Lagged Peers in 2019
Xerox Sweetens Offer for HP
Simon Property Group Is Buying Taubman Centers
SoftBank Set for Sharp Quarterly Profit Drop Amid Pressure From Elliott
Investors Flooding SEC With Views on Proxy, Shareholder Proposals
SEC Seeks to Curb Shareholder Resolutions
Private Equity Firms Make Final Push to Charm Thyssenkrupp Union Leaders
Barclays Strives to Throw off Investor Edward Bramson
Big Investors Ignore Proxy Advisers on Controversial Votes
BlackRock Stake in U.S. Coal Giant Shrinks Amid Climate Vow
Enzo Disappointed in Harbert's Lawsuit Aimed at Disenfranchising Shareholders
French Regulator Calls for €20 Million Fine Against Elliott
Ericsson Should Court U.S. Takeover, Says Big Investor
Business Circles Concerned About NPS' Stronger Shareholder Activism
BlackRock Takes Middle Ground on Shareholder Resolution Reforms
'Corporate Culture War' Plays Out Over Share Voting Rules
Forescout Technologies to Be Taken Private by Advent International
Hedge Fund Industry Pivots Towards ESG Investing: Survey
Elliott Management Builds More Than $2.5 Billion Stake in SoftBank
NYSE Owner Abandons Potential eBay Deal
Cigna CEO on Express Scripts Deal: ‘We’re Proving the Combination Works’
Lawrence Seidman to Join Bankwell's board
Peabody and Elliott Management Enter Into Agreement
NYSE Owner's 'Outside the Box' EBay Approach Leaves Analysts Bewildered
EBay Has Ended Its Employee Shuttle Service, a Common Perk in Silicon Valley, Amid Cutbacks
Bill Ackman Sells Stake in Starbucks After Pershing Makes 73% Return
Korea's NPS Short on Time for March Proxy Season
Malaysia Releases Checklist to Enhance Shareholder Activism
Icahn Says Proxy Fight Reason Enough to Get Occidental's Records
All Aboard: New York Enacts the Women on Corporate Board Study Act
SEC's Shareholder Advice Proposal Draws Ire From Republican Hedge Fund Donors
Korea's NPS Exercises Shareholder Rights More Often Since Adopting Stewardship Code
Evergy Investor Plays for Keeps
NYSE Owner Intercontinental Exchange Makes Takeover Offer for eBay
Bloomin' Brands Closer to Divesting Outback Brazil
Third Point Posts January Gains
Nasdaq Comments on 2 SEC Proposals That Will Improve the Proxy Process
Talent Is Key to Corporate Success, Investors Say
Should CEOs Stay on the Board After They Step Down?
Shareholder 'No' Votes Ticked Up Again in 2019—and 2020 Looks Worse
Accelerated Diversity—A New Paradigm for Addressing Short-Term Obstacles to Board Membership
Activism, Guidance and Purpose: The IR Issues on the Minds of CFOs
More FTSE 350 Companies Face Shareholder Opposition in 2019
Future Returns: Shining a Brighter Spotlight on Gender Diversity
Fed's Ownership Rule Could Open Door to More Activist Investors
Shareholder Governance, 'Wall Street,' and the View From Canada
Shareholder Activism on the Rise in Europe
SEC Calls 'Time Out' on Proxy Adviser Guidance and ISS Litigation
Manager Support for ESG Resolutions Ticks up Despite Low Backing From Megafirms
SoftBank Failures Show It Is Time to Break Up Japan's Conglomerates
Elliott's SoftBank Stake Is a Test Case for Shareholder Activism
KERI Suggests Need to Strengthen Large Shareholding Reporting System
Big Technology Stocks Dominate ESG Funds
U.K. Corporate Governance Watchdog Wants More Progress on Women on Boards
Elliott Push at SoftBank Reflects Rise of Shareholder Activism in Japan
European Companies Could Face Upsurge in Activist Raids
French Regulator Doesn't Have to Understand What Paul Singer Did to Know He Did Something Wrong
Accelerating ESG Disclosure—World Economic Forum Task Force
Leading Boards Rethinking Strategy and Enabling Innovation
Strengthening the Board's Effectiveness in 2020: A Framework for Board Evaluations
The SEC Is Wrong to Hobble Shareholder Proposals
2020 Governance Outlook
Why the World's Toughest Hedge Fund Is After SoftBank
Singer Versus Son: Billionaires Playing Nice, for Now
The Economics of Regulating Proxy Advisors
Why Intercontinental Exchange Wanted to Buy eBay
Diverse Boards Tied to Fewer Financial 'Irregularities,' Canadian Study Finds
Avocados Are the New Coal for Hedge Funds Chasing Sustainable Cash
Britain's Largest Companies Fail to Boost Diversity on Boards, Regulator Finds

2/21/2020

Japan Tightens Entry of Foreign Investors in 12 Strategic Sectors

Nikkei Asian Review (02/21/20) Kodaki, Mariko

3d最新藏机图今天 foreign investors purchasing a 1% or more stake in a japanese company will be subject to prescreening if the engaged company is included in 12 specified sectors deemed critical to national security. the 12 sectors cover 400 to 500 of japan's 3,800 listed companies and include nuclear power, general-purpose products that can be used for military purposes, arms, aircraft, space-related industries, cybersecurity-related, power, gas, telecoms, water supply, railways, and oil industries. the japan diet revised the foreign exchange and foreign trade act to this effect last november, lowering the threshold from 10% to 1% in an attempt to prevent foreign influence in critical companies. investors are wary that the new framework will add extra paperwork and may result in excessive control on stock trading. to address such concerns, the proposed orders will exempt more foreign financial institutions and hedge funds from the reporting requirement if, for example, no employee is serving as an officer in the engaged company or they do not make shareholder proposals to divest assets. hedge funds can also be exempt if they are registered with the u.s. securities and exchange commission. foreign investors owned 29.1% of japanese equities at the end of march 2019, and accounted for 70.9% of the trading volume by value last year, showing the importance of international investments for japan's economic growth. the revised law seeks to align japan's regulatory framework with that of the united states as well as european countries, which have already tightened ownership requirements.

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2/20/2020

Icahn Suggested HP Buy Xerox With Offer About to Go Public

Bloomberg (02/20/20) Hammond, Ed; Deveau, Scott; Grant, Nico

anonymous sources said leading xerox holdings (xrx) shareholder carl icahn in november suggested to hp (hpq) ceo enrique lores that hp purchase xerox for $45 a share ahead of an initial public offering, but hp executives rejected the offer as overvaluing the printer manufacturer. icahn owns roughly 11% of xerox and 4.3% of hp, but does not want to sell his xerox stake. "i believe so strongly in the synergies that exist in a combination between xerox and hp and i certainly want to own a piece of those synergies," he stated. icahn continued that his status as a large investor in both xerox and hp means he fully backs xerox's offer for hp and xerox ceo john visentin's management of the merged company. "it is of paramount importance that john visentin and his team are the surviving management of the combined company," he said, adding that he would not support a consensual deal otherwise. hp also adopted a shareholder rights plan that would complicate xerox's takeover, coinciding with hp's preparations to outline a self-improvement strategy following xerox's $34 billion acquisition push. hp is preparing to announce that it will assume new debt to release billions of dollars to investors by buying its own shares and paying out special dividends. the goal is to address shareholders ahead of a vote to replace xerox's board, with one source saying the move to return capital to shareholders stems from conversations with major hp investors who wanted the company to use its balance sheet more aggressively.

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2/20/2020

Commissioner Roisman Defends Proxy Proposals

Cooley PubCo (02/20/20) Posner, Cydney

3d最新藏机图今天 elad roisman, a commissioner at the securities and exchange commission (sec), has been defending the agency's recent proxy proposals, both the proposal related to proxy advisory firms and a second one related to rule 14a-8 shareholder proposals. in a recent speech at the catholic university columbus school of law, roisman argued that these proposals were long overdue. he stressed that the sec listened to a variety of market participants over the last two decades and held meetings with institutional investors, asset managers, and others, demonstrating a good faith effort to serve the interests of all market participants. roisman also argued that neither proposal "alters a shareholder's right to vote in any way," but instead addresses the eligibility requirements for shareholder proposals and the requirements of proxy advisory firms that rely on sec exemptions to make voting recommendations to investors. regarding the increased eligibility threshold for submitting shareholder proposals, he said the purpose was "not to exclude smaller retail investors" but rather to "ensure that those submitting proposals have demonstrated more than a short-term interest in a company." among other things, roisman said he does not believe the provisions allowing companies to review proxy advisors' recommendations in advance "will compromise the independence of these businesses," nor does he believe the proposals are "so burdensome that they will stifle competition" in the market for proxy advisory firms.

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2/20/2020

SoftBank's Son to Pitch New York Investors Under Cloud of WeWork

Bloomberg (02/20/20) Alpeyev, Pavel; Turner, Giles; Hyuga, Takahiko

on march 2, softbank group corp. (sftby) ceo masayoshi son will address investors for the first time since the implosion of wework. sources say he could cite the approved sale of sprint corp. (s), a rally in uber technologies inc. (uber) shares, and elliott management corp.'s purchase of softbank stock as signs of progress at his company. so far, son has downplayed any pressure from elliott, which disclosed a nearly $3 billion stake in softbank this month. he has called the hedge fund an "important partner" and says that he is in broad agreement with its push for buybacks and boosting the stock price. however, he appears less receptive to elliott's suggestion that it sell more of its stake in alibaba group holding ltd. (baba) and rein in the $100 billion vision fund, which accounted for more than $10 billion of losses in the past two quarters. sources say elliott, in private talks with the company, raised issues about the clarity of its strategy. they also indicate the hedge fund's involvement will be a focus for investors and that executives are preparing for questions about elliott's intentions and how far it will go to increase the stock's value. elliott has said it took the stake in softbank because the japanese company's shares are woefully undervalued compared with its assets, and among other things, it wants softbank to set up a special committee to review investment processes at the vision fund and is calling for a buyback of as much as $20 billion.

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2/19/2020

ISS Recommends Shareholders Vote AGAINST Enzo Proposal to Increase Size of Board

Business Wire (02/19/20)

3d最新藏机图今天 harbert discovery fund lp and harbert discovery co-investment fund i lp (collectively, hdf), the beneficial owners of more than 11.8% of the oustanding shares of enzo biochem inc. (enz), say institutional shareholder services inc. has recommended that shareholders vote on the blue proxy card against enzo's proposal to amend its bylaws in order to increase the size of the board and re-nominate barry weiner. enzo's delayed 2019 annual meeting of shareholders is scheduled for feb. 25, 2020. iss's report states that "ultimately, it is unclear how this (proposal) would benefit shareholders," and that "the proposed increase in board size appears to be a late-stage entrenchment maneuver in response to what appears to have been robust support for the dissident campaign." kenan lucas, managing director and portfolio manager of hdf, commented on the report: "we are gratified by iss's analysis, which supports in the strongest possible terms what we have said since enzo delayed the annual meeting: this is a board willing to go to any extreme to entrench themselves and attack the rights of its own shareholders. while we are disappointed by the board's actions, we look forward to the annual meeting being held on february 25th, where the voices of shareholders can finally be heard—and after which we can all focus on enhancing the value of enzo and helping it reach its full potential."

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2/19/2020

Kirin Fight Taps Into Japan's Tolerance for Change

Reuters (02/19/20) Goldfarb, Jeffrey

independent franchise partners, a u.k.-based firm known as fp, is pushing for change at japanese brewer kirin (knbwy). though kirin has outperformed for an annualized 10.5% total shareholder return over the last five years, much of that followed asset sales, and shares began retreating when it embarked on greater diversification, including the acquisition of a 30% stake in cosmetics company fancl last year. analysts are skeptical that kirin will get $60 million of operational benefits from the fancl stake by 2024, as is targeted. fp, which owns a 2% stake in kirin, asserts that offloading the ancillary businesses and refocusing on beer would shrink a conglomerate discount. kirin boss yoshinori isozaki defended his strategy last week and rejected the suggestion of a large share buyback, though the company did address some governance concerns raised by fp, offering to improve board independence and tie performance to compensation. these concessions are weak considering that the degree of true independence among kirin's nominees is questionable and its compensation plan is less attractive than fp's, which suggests using more long-term incentives. however, kirin may not need to compromise further because japanese boards are still moving slowly on governance, and about two-thirds of kirin's shares are held by domestic shareholders who may accept less dramatic change.

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2/19/2020

SoftBank Climbs on Plan to Borrow $4.5 Billion Via Telecom Stock

Bloomberg (02/19/20) Pavel, Alpeyev

3d最新藏机图今天 softbank group corp. (sftby) will borrow up to 500 billion yen ($4.5 billion) by putting shares of its japanese telecom unit softbank corp. up as collateral. the company's stock rose on the news, which comes a month after investor elliott management revealed a $3 billion stake in softbank and advocated for a share buyback of up to $20 billion, along with governance changes and more transparency about its investments. softbank will need more cash to meet elliott's demands about buybacks and share value, and founder masayoshi son has adopted a more conciliatory stance as he struggles with the $100 billion vision fund. the fund lost money in the three months ended in december, one quarter after the meltdown at office-sharing startup wework triggered a record loss for the company. son is trying to raise capital for a second fund, but last week said he is no longer targeting $108 billion and that softbank may finance the effort on its own. last year, softbank unveiled a record buyback, sparking a rally that pushed shares to the highest since its peak in 2000, but between wework and uber technologies inc.'s (uber) disappointing public debut these gains were wiped out in the next few months. softbank surged again this month after singer disclosed his stake and son won regulatory approval to sell his sprint corp. (s) to t-mobile us inc. (tmus). softbank has 13.75 trillion yen of interest-bearing debt, with more than 2.6 trillion yen of bonds coming due in the next three years, and 3.8 trillion yen of cash and equivalents.

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2/18/2020

MG Capital Seeks to Oust Philip Falcone From HC2's Board

Bloomberg (02/18/20) Deveau, Scott

3d最新藏机图今天 mg capital, run by former third point executive michael gorzynski, wants to remove hc2 holdings inc. (hchc) chairman, ceo, and president philip falcone and the rest of the board. gorzynski wrote feb. 18 in a letter to shareholders that he thinks hc2 has traded at a discount of more than 80% to the value of its underlying assets because of a number of management missteps. mg capital, which has a stake of more than 5% in the company along with its partners, has nominated a slate of six directors to replace falcone and the rest of the board. "we believe that hc2's indefensible record of long-term underperformance and value destruction stems from exceptionally poor corporate governance, rampant conflicts of interest, ineffective balance sheet management, and the absence of a credible business strategy," gorzynski said in the letter. since falcone took control of hc2 six years ago, the company has delivered "exceptionally poor" returns for shareholders, gorzynski said, pointing out that total shareholder returns were negative 33% in the 12 months prior to mg capital disclosing its stake, and were negative 66% and negative 72% over the past three- and five-year periods, respectively. "as long as mr. falcone controls the company, we feel stockholder value remains at risk," gorzynski wrote. he cited a "haphazard corporate strategy," too much debt, and "unjustifiably high corporate expenses." shares in hc2 had declined 33% in the year before mg capital revealed its stake in the company in january. since then, hc2 agreed to sell its global marine group, discussed selling continental insurance, and considered alternatives for dmb global inc. (dbmg). in addition to gorzynski, mg capital's nominees include george brokaw, kenneth courtis, robin greenwood, liesl hickey, and jay newman.

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2/17/2020

Philadelphia Investors Help Launch American-Style Board Challenge in Corporate Japan

Philadelphia Inquirer (02/17/20) DiStefano, Joseph N.

two americans are joining nine japanese executives and investors in an effort to overthrow top managers at sekisui house (skhsy), a japanese builder with $22 billion in annual sales. the investors want shareholders to replace chairman toshinori abe and his allies in april 23 elections for the sekisui house board. their proposed directors include former sekisui chairman isami wada, who blames his 2018 departure on abe's control of internal directors who owed abe their jobs. after an internal investigation blamed abe for a $51 million fraud loss from a bogus land sale and recommended his dismissal, the abe bloc outvoted outside directors and got rid of wada. the insurgent board candidates include wada, two foreign-based sekisui executives, sitting directors fumiyasu sugur and koji yamaa, and two americans: pamela fennell jacobs, chief sustainability officer at spouting rock asset management, and chart group chairman christopher douglas brady. wada called for investors to vote against abe in last year's board election, and while abe was reelected because there was no opposition candidate at that time, he received only 69% of shareholders' support compared to more than 95% for outside directors. most of the "no" votes came from big u.s. asset managers such as vanguard. sekisui house revenues and earnings have held almost steady since wada's departure, and the share price has risen with the rest of the market, but wada says a string of asset sales show the company is struggling to land new deals. investment manager ken hokugo notes that it is "very rare" for a japanese company to vote out a sitting director, but there have been some recent signs of change. university of delaware professor charles elson says that the sekisui house insurgents "are within striking distance of winning" if they can convince japanese investors they now have a better choice.

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2/13/2020

Fed Updates Rule on Activists Taking Stakes in Banks

Corporate Secretary (02/13/20) Pompeo, John

3d最新藏机图今天 the federal reserve recently finalized a rule, effective april 1, that eases requirements allowing activist investors to take larger ownership stakes in banks and maintain greater board representation without triggering control under federal banking law. investors controlling banks are subject to extensive oversight and stricter regulation by the central bank. under the rule, bank investors can accumulate larger ownership interests subject to a revised presumption of non-control, now set at 10% instead of 5% of voting securities. further, they now can nominate slightly less than a quarter of the board if they maintain between 5% and 24.99% of voting securities, and investors with a voting stake of less than 5% can nominate nearly half of the board while avoiding control presumptions. in addition, the rule allows an investor to convert its controlling stake to a non-controlling interest if the investor divests below 15% of voting securities, or divests between 15% and 25% and waits for two years to pass. according to john pompeo, a principal at the gallatin group, "while it may remain true that some investors are less inclined to [engage] banks due to broader regulatory considerations, ambitious investors can now undertake more aggressive campaigns to advocate for changes that will deliver market value for shareholders without attendant burdens of fed oversight and approval."

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2/12/2020

Xerox Mimics Icahn's Pugnacity in Pursuit of HP

Bloomberg (02/12/20) Nocera, Joe

3d最新藏机图今天 xerox holdings corp.'s (xrx) largest shareholder, carl icahn, is the "activist of activists," according to this opinion piece, and has approximately an 11% stake. xerox chairman keith cozza is the ceo of icahn enterprises lp, icahn's holding company, and other board members also have links to icahn. xerox ceo john visentin sees "eye to eye" with icahn. icahn has long been an aggressive investor, and under visentin, xerox has become just as aggressive. visentin has "managed to breathe new life into the 113-year-old printer company," buying back shares, streamlining the company, boosting free cash flow, and consistently topping wall street's expectations. the company's share price rose 87% last year, according to bloomberg data. the most visible manifestation of the new aggressiveness is xerox's move to purchase its much bigger competitor, hp inc. (hpq). icahn has a 4% stake in hp. the effort accelerated on feb. 10, when xerox increased its offer to $24 a share from $22, bringing its bid to $35 billion—despite the fact xerox has $9 billion in revenue and hp has $58 billion. not too long ago, a bold move like this by xerox would have been out of the question. in the materials it has provided to hp shareholders, xerox said that a merger will have synergies worth $2 billion and will generate nearly $6 billion in free cash flow. visentin intends to use that money to purchase smaller, more innovative companies while investing in research and development—all with the aim of generating growth and profits. "there is no way of knowing whether visentin can pull this off if he lands hp," the opinion piece says, but "his track record so far at xerox should give shareholders hope. indeed, he is so clearly right about the first-mover advantage of consolidation that what hp really ought to do is turn around and make a tender offer for xerox, which would require a lot less debt. and then it should install visentin as ceo." but instead hp has "reverted to form, contending that the xerox bid is inadequate, that its financing is shaky, and generally avoiding coming to grips with reality. but sometime soon, hp will have to set the date for its annual meeting, and at that point its shareholders will have a say in the matter. xerox, ever the aggressor, is proposing a slate of directors to replace hp's current board."

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2/12/2020

Icahn Demands Occidental Reveal if It Got Takeover Approach

Bloomberg (02/12/20) Deveau, Scott

3d最新藏机图今天 in a feb. 12 letter to occidental petroleum corp. (oxy) shareholders, carl icahn, who owns 3% of the company, called on leadership to disclose whether they were approached by any potential buyers before agreeing to acquire anadarko petroleum inc. for $37 billion. icahn contends that ceo vicki hollub and chairman eugene batchelder were attempting to preserve their own jobs ahead of the interests of investors. he wrote, "why did they decide to embark on this ill-advised bet that has already destroyed over $30 billion in stockholder value; and if oil continues its decline, we believe will jeopardize the dividend, leaving stockholders to suffer even more?" in the letter, he argues that the anadarko deal was a "defensive maneuver" that allowed occidental to be the acquirer rather than be acquired itself, and that hollub and batchelder structured the deal in a way that avoided a shareholder vote due to concerns that the vote would fail and because doing so allowed them to avoid disclosing in regulatory filings whether it had been approached by a potential acquirer. "you don't have to be sherlock holmes to realize that these actions point to the fact that hollub and batchelder are hiding something important, such as the possibility of an acquirer," icahn said. "if ever there was a time for a ceo and board to be held accountable, it is now." in november, icahn nominated a slate of directors to replace the entire occidental board ahead of its annual general meeting, which has yet to be scheduled.

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2/10/2020

Primo Water-Cott Negotiations Swirled Around Hedge Fund Concerns

Winston-Salem Journal (NC) (02/10/20) Craver, Richard

in a recent regulatory filing, primo water corp. (prmw) indicated that its nearly five-year water supplier partnership with cott corp. (cot) resulted in cott's $775 million offer for primo on jan. 13, downplaying the influence of legion partners lp in compelling the transaction. in the narrative of how the deal came together, primo noted that legion increased its ownership stake from 5.2% in may 2018 to 9.1% in august 2019, which made it the company's second-largest shareholder. the narrative also touches on letters from legion to primo shareholders on sept. 17 and oct. 29 that were critical of executive chairman billy prim, ceo matthew sheehan, and several board members over the company's "underperformance." in calling for an independent chairman and approval of several new independent board members, legion managing directors chris kiper and ted white wrote, "we contend primo is an incredible business with significant scale, but is being held back by a lack of critical expertise on the board and an inability or unwillingness to objectively evaluate the performance of management and directors." primo's board unanimously agreed to accept cott's offer at a jan. 11 special meeting, and on jan. 15, legion said it sold its entire holding for a projected $49.56 million. kiper said on jan. 13 that legion was "not entirely happy with the price," as cott's offer represents a 31.5% decline from primo's all-time high of $20.43 on aug. 24, 2018. kiper said legion was "just days away from nominating directors for a proxy fight" over the primo board, and "they chose to sell at an offer that undervalues the company substantially."

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2/10/2020

Billionaire Investor Bill Ackman Trims Stake in Chipotle, but Is Still Betting Big on Burritos With 5% Stake

Forbes (02/10/20) Klebnikov, Sergei

bill ackman's pershing square capital management recently trimmed about $185 million worth of stock in chipotle mexican grill (cmg), though it still holds a 5.4% stake. pershing square first invested in chipotle in 2016, buying just over 2.8 million shares of the company at $415 per share, and has since doubled its original investment. at that time chipotle was still in the midst of a string of food safety issues, but shares rebounded in 2018 to make it one of the s&p's recent top-performing stocks, with 50% gains that year and over 90% in 2019. ackman played a major role in helping chipotle recover by bringing on brian niccol as ceo in 2018. niccol has driven the stock's rebound by pushing into digital platforms like delivery, implementing better quality control, introducing new menu items, and switching from regional to national marketing. pershing, which soared 58% last year in part thanks to its bet on chipotle, has trimmed its position and taken profits several times in 2018 and 2019 on about $800 million worth of shares. chipotle stock, which is up 3.5% so far in 2020, beat analysts' estimates for fourth quarter sales and profits last week, reporting an 18% rise in fourth quarter revenue year-over-year thanks to more customers and higher menu prices. digital sales rose by 78% in the quarter, and nearly a fifth of the company's overall sales came from digital orders alone.

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2/10/2020

Carl Icahn Blasts SEC Proxy Overhaul as a 'Big Step Backward'

Bloomberg (02/10/20) Bain, Benjamin

in a feb. 7 letter to the securities and exchange commission (sec), carl icahn called a proposed overhaul of shareholder voting rules "a big step backward" for corporate governance. the letter responds to a series of sec proposals announced in november that would rein in proxy advisory firms and make it harder for investors to get their petitions on corporate ballots. icahn and other investors argue that the changes will unfairly tip the scales toward management in proxy votes, making it harder to hold companies accountable. on the other side of the fight are corporate executives who claim that shareholder campaigns unfairly target them and prevent management from executing on long-term strategies. the sec has seen a deluge of comment letters from pension funds, hedge funds, and religious and social groups rejecting its plans. earlier this month, sec commissioner elad roisman gave a speech defending the agency's approach, saying that much of the criticism has been "based entirely on misinformation" and rejecting the notion that the sec is doing the bidding of business interests. icahn, who has broadly defended president trump's de-regulatory agenda, did not accuse the sec of intentionally working for big business but warned that the agency's proposals would give corporate insiders inappropriate new standing to sue proxy advisers for issuing analysis with which companies simply disagree. in the sec's plans, proxy advisers would be required to share their recommendations twice with management before shareholders could see them.

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2/10/2020

Big Shareholder Pressures R.R. Donnelley on 'Poison Pill'

Crain's Chicago Business (02/10/20) Marek, Lynne

in a letter to the board of r.r. donnelley & sons (rrd), chatham asset management is pressuring the company to rescind the "poison pill" rights defense it implemented in august 2019. chatham—which is r.r. donnelley's largest shareholder, owning 12.9% of outstanding shares—said in the letter, "by attempting to shield the board and management from stockholder criticism and input, the poison pill serves no legitimate corporate purpose and is contrary to the interests of both the company and its stockholders. while we are willing to meet with the board to discuss chatham's concerns about the poison pill, chatham reserves the right to seek whatever remedies are available if its concerns are not resolved." under the rights distribution, each stockholder who held a share as of sept. 9 received one right per share entitling the holder to buy a new series of preferred stock from the company. in a filing with the securities and exchange commission, r.r. donnelley said the distribution could have an overall "anti-takeover" effect, which could lead to substantial dilution of shares in the event any person or group tried to take over the company without the board's approval. according to chatham, the "poison pill poses a significant obstacle to the exercise by investors who have substantial equity holdings in the company of one of the most fundamental stockholder rights—the right to communicate with the board and management about issues that go to the heart of the company's business plan, affect value creation for the entire enterprise, and implicate the interests of every stockholder. chatham wishes to initiate a dialogue with the company about such matters, in particular in light of the recent abysmal performance of the company's common stock," which has dropped more than 34% since the beginning of the year.

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2/10/2020

Simon Property Group Is Buying Taubman Centers

The Real Deal (02/10/20) Bockmann, Rich

3d最新藏机图今天 mall owner simon property group (spg) has reached a deal for an 80% stake in smaller rival taubman centers (tco) at $52.50 a share, leaving the taubman family with 20% ownership. the deal represents a 51% premium over taubman's feb. 7 closing price and answers a question that was first asked in 2003, when taubman foiled a hostile takeover bid from simon and westfield. in 2016, investor jonathan litt took a position in taubman and started pushing for changes to the company's corporate governance, as the taubmans control 30% of the voting rights despite owning only 2% of the company's stock. moreover, the board's staggered structure meant that all nine directors normally stood for election at different times instead of at the annual meeting. litt did not manage to unseat bobby taubman from the company's board, but he did prevail in compelling the real estate investment trust to hold de-staggered elections. one analyst noted shortly after merger talks with simon opened late last year that "taubman seemingly does not control its own destiny in terms of an m&a transaction," because all nine members of the board will be up for election this year, meaning simon could have run a slate of directors that would vote in favor of a tie-up. simon is the largest mall operator in the country with a portfolio of 233 malls, outlets, and other properties in north america, europe, and asia, valued at about $100 billion. taubman has just 24 properties with a net value of about $11 billion, but it is widely viewed as the highest-quality mall operator in the country with the best anchor tenants and mix of stores.

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2/9/2020

Investors Flooding SEC With Views on Proxy, Shareholder Proposals

Pensions & Investments (02/09/20) Bradford, Hazel

3d最新藏机图今天 investors and corporate groups worldwide are weighing in on proposals from the securities and exchange commission (sec) that could dramatically change the rules for proxy advisory firms and how shareholder proposals are submitted. the new rules would require proxy advisers to disclose more information about their processes and any conflicts of interest and give companies the opportunity to offer revisions to their reports. by the end of the comment period on feb. 3, the proposals had prompted more than 14,000 comment letters, with a variety of investor groups, government officials, scholars, unions, and thousands of individual investors opposing the proposals. investors say the proposals post a threat to shareholder rights and corporate governance best practices, while corporate groups argue that proxy adviser regulation is needed to prevent conflicts of interest and errors. in its comment letter, third point llc said the timing "does not seem to us like coincidence, as shareholders are demanding increased transparency from public companies." amy borrus, deputy director of the council of institutional investors, ties the proposals to a business lobbying campaign meant to make it "harder and more costly for institutional investors to get the independent research and advice they need to hold executives accountable." many commenters mentioned the growing trend of environmental, social, and governance (esg) proposals, because the rule changes would introduce major impediments to esg integration. the question now is whether sec officials are open to some compromises over practices that both sides acknowledge may have room for improvement, such as by giving companies a limited opportunity to fact-check for inaccuracies but not allowing them to change things they simply disagree with. the prospect of something less than sensible in investors' eyes is already triggering talk of delay or blocking tactics, including lawsuits challenging the sec's regulatory process and even freedom of speech protection for proxy firms.

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2/9/2020

SEC Seeks to Curb Shareholder Resolutions

Wall Street Journal (02/09/20) Kiernan, Paul

the securities and exchange commission (sec) aims to reduce small shareholders' ability to put resolutions on corporate ballots, arguing that they place an onerous burden on companies, and cost tens of thousands of dollars apiece for research, printing, and mailing of ballots. opponents say the proposal would limit regular investors' authority to hold executives accountable, while supporters cite the current regulation's laxity. "we were...observing that a small handful of folks were continuously providing some of the same proposals year after year, and the majority of shareholders were not getting on board," noted sec executive william hinman. the proposal includes raising the minimum stake required to submit a resolution from $2,000 to $25,000, assuming one year of continuous ownership, and proscribing representatives from submitting proposals on behalf of multiple investors at the same meeting. the chamber of commerce is backing the sec proposal, with chamber official thomas quaadman claiming the current system allows "a small minority of interests...to advance idiosyncratic agendas at the expense of main street investors." the sec also is weighing new regulations on proxy advisory firms, which mutual funds and other large investors pay to research items on shareholder ballots and offer vote recommendations. institutional investors and asset managers have generally supported proxy advisory firms in taking issue with the sec's proposed rule. "the proposal will effectively provide companies with a mechanism to influence proxy advisory firms' voting recommendations," said t. rowe price (trow) ceo william j. stromberg.

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2/9/2020

Private Equity Firms Make Final Push to Charm Thyssenkrupp Union Leaders

Financial Times (02/09/20) Wiggins, Kaye; Miller, Joe

three private equity bidders for thyssenkrupp's (tkamy) elevator unit, which they value at about €15.5 billion, reportedly are prepared to offer germany's most powerful union, ig metall, job guarantees. final offers in what could be one of europe's biggest private equity deals are due next week. thyssenkrupp, however, is still considering a possible float of the elevator division. the union represents most of the elevator unit's 5,000 german employees. in addition to the three private equity consortiums, led by blackstone (bx) and carlyle (cg), advent and cinven, and brookfield (bam), finnish lift maker kone (knyjy), in partnership with private equity group cvc, also has submitted a bid. sources say the bidders "will do what they have to do" to win over union leaders, especially because they have been told they must present their takeover plans to union leaders as part of the process. ig metall has indicated that it is warming to private equity bidders, but workers' representatives are concerned about kone's bid, because being purchased by a competitor could lead to another run-in with antitrust authorities in brussels and washington. sources add that thyssenkrupp's management would prefer to avoid a protracted negotiation with the european commission and will consider the certainty and speed of any potential offer. thyssenkrupp's supervisory board, which includes representatives from ig metall, cevian, and the krupp foundation, will assess the rival bids at a feb. 27 meeting.

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2/7/2020

Enzo Disappointed in Harbert's Lawsuit Aimed at Disenfranchising Shareholders

Business Wire (02/07/20)

3d最新藏机图今天 enzo biochem inc. (enz) has disclosed that harbert discovery fund lp filed a lawsuit against the company and the members of its board of directors in the u.s. district court for the southern district of new york. enzo commented as follows: "we are disappointed but not surprised by the actions of harbert. harbert has acted to disenfranchise enzo shareholders and taken the extraordinarily aggressive step of filing a meritless lawsuit against our company and our directors in order to deny shareholders their right to vote on a proposal to expand the size of the board, a proposal we added to the annual meeting agenda as a result of feedback from investors. harbert is demanding that the court invalidate our proposal to provide shareholders an additional choice of how to constitute their board or, alternatively, asking the court to require approval by an 80% supermajority of outstanding shares. this lawsuit underscores in stark terms that harbert is not interested in shareholder democracy or allowing other shareholders the ability to decide the future of enzo's board composition and structure. by filing this lawsuit, harbert demonstrates its fear that the majority of enzo shareholders will support the enzo proposal and harbert's willingness to resort to extraordinary tactics to circumvent the will of enzo shareholders. this reveals what we have previously stated is harbert's true aim: to take effective control of the company regardless of the desires of enzo's other shareholders. this appears to be the real reason why harbert has rejected our multiple attempts to resolve this contest amicably."

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2/7/2020

French Regulator Calls for €20 Million Fine Against Elliott

Financial Times (02/07/20) Abboud, Leila

french markets regulator autorité des marchés financiers (amf) has recommended a €20 million fine against elliott management for allegedly obstructing an investigation into a takeover bid and failing to adequately disclose its positions. the penalty would be among the largest ever levied by amf; two years ago, natixis asset management was fined a record €35 million, which later was reduced to €20 million. a hearing was held on feb. 7, and now amf's sanctions committee will determine whether the hedge fund broke the law and how much it should be fined. the matter involves elliott's 2016 investment in norbert dentressangle, a french logistics group that was in the process of being taken over by u.s. rival xpo logistics (xpo), with the hedge fund taking a stake in hopes of winning a higher price from the buyer. amf is concerned with whether elliott correctly disclosed the size and nature of its positions. according to amf, elliott allegedly concealed the kind of instruments it held the shares through, declaring they were one type when they were another in an effort to hide its intentions—a move the regulator says harmed other minority shareholders by depriving them of information and impeded the proper functioning of the market. elliott disputes amf's claim and contends that it is being singled out by the regulator. this comes as elliott continues to engage french companies altran (altkf) and pernod ricard (pdrdy), while amber capital pushes for changes at lagardère (lgddf) and suez (szevy).

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2/6/2020

Business Circles Concerned About NPS' Stronger Shareholder Activism

Korea Herald (02/06/20) Ji-hye, Shin

3d最新藏机图今天 on feb. 6, the korea economic research institute (keri), korea enterprises federation, korea listed companies association, federation of middle market enterprises of korea, and the kosdaq listed companies association co-hosted a forum titled, "improving governance structure for national pension independence." the discussion focused on the national pension service's (nps) increased interference in corporate management. in his opening address, keri president kwon tae-shin said, "now, it is not just overseas hedge funds, but nps is also interfering in the management of korean companies. the problem is that the firms have to endure these attacks without any defensive measures." he added that because the purpose of establishing the nps was to guarantee the future income of people, "we must express serious concern that the government is using the funds for other purposes." in recent months, nps has adopted stewardship code guidelines aimed at more active shareholder activism. "the misconduct of some corporations can be punished through related laws. but the idea that the government will use the national pension fund to sanction companies does not serve its original purpose," former health and welfare minister choi kwang said. meanwhile, sunmoon university professor kwak kwan-hoon argued that some members of the nps trustee responsibilities committee lack expertise in investment decisions, operation, or corporate management. he said, "to solve this problem, the nps' investment judgment and voting rights should be left to experts and the current committee should only manage and supervise the decision-making by experts."

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2/6/2020

Hedge Fund Industry Pivots Towards ESG Investing: Survey

Yahoo! Finance (02/06/20)

an increasing number of institutional investors are requiring their hedge fund managers to incorporate environmental, social and governance (esg) factors in the course of their investment activities, according to a report released at the cayman alternative investment summit in grand cayman. some 45% of institutional investors now base their investments in esg-based hedge funds on the view that they offer opportunities to generate alpha, while also offering a more defensive portfolio that looks beyond the blind spots in markets that are slow to price in esg risks. the survey of 135 institutional investors, hedge fund managers and long-only managers with total assets of $6.25 trillion in 13 countries was published by kpmg, the alternative investment management association, chartered alternative investment analyst association and create-research. better engagement with investee companies is bolstering available data with a better picture of the reality on the ground and providing an information edge. investors and managers have increasingly collaborated with their peers and external advocacy groups in promoting esg-related goals. some managers now explore other options, including divestment, when their efforts appear to bear no fruit. a pragmatic engagement approach is part of a broad thrust that aims to minimize greenwashing by demanding better data, complying with industry codes of practices, improving reporting and enhancing transparency.

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2/5/2020

Bill Ackman Sells Stake in Starbucks After Pershing Makes 73% Return

Bloomberg (02/05/20) Deveau, Scott

investor bill ackman has sold his stake in starbucks corp. (sbux). ackman says the company is "firing on all cylinders" after improving its financial results. during an investor presentation, he said pershing square capital management's investment in starbucks returned 73% over 19 months. he said returns in the near future could "become more modest," but starbucks should continue to produce strong earnings growth. ackman notes that starbucks' same-store sales have averaged 5% growth over the course of pershing square's investment. discussing his investment in agilent technologies inc. (a) for the first time, ackman said the company is undervalued. in november, he said his stake in the life sciences equipment maker amounted to about 8% to 9.5% of pershing square's portfolio. "we believe agilent's current valuation represents a discount to intrinsic value and does not fully reflect the company's high-quality business model, increasing mix of recurring revenue, strong long-term growth potential, and significant margin expansion opportunity," the presentation says. pershing square finished 2019 with its most robust performance on record, reporting a 58% return on its investments. big gains were made on its investments in chipotle mexican grill inc. (cmg), hilton worldwide holdings inc., fannie mae (fnma), and others. the first month of 2020 hasn't been as favorable, with the firm reporting a 1.3% drop on investments through jan. 31, according to its website.

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2/5/2020

Korea's NPS Short on Time for March Proxy Season

Korea Herald (02/05/20) Ji-hyoung, Son

south korea's national pension service (nps) is getting ready for new committees to step up the shareholder engagement push for its portfolio firms at an unprecedented level. however, the nps' fund management committee will face a challenge in trying to form a comprehensive decision-making system ahead of the march proxy season in korea. cho heung-seek, vice president of nps' fund management committee, has told reporters that nps shareholder proposals for march are unlikely given that a shareholder must come up with proposals six weeks prior to a meeting under the commercial act. according to its revised internal regulation, implemented on wednesday, nps will form three nine-member subcommittees under the fund management committee, dedicated separately to investment policy, fiduciary duties, and risk management, in order to bolster independence in the funds' decision-making in shareholder engagement. three standing members representing business circles, labor unions, and insured people will take part in all three subcommittees. the revision coincides with changes passed in january that eased regulations for disclosures in pension funds' stock holdings. institutional investors with at least 5% of voting rights will no longer need to disclose their actions within five trading days when proposing to revise a company's articles of association, dividend payouts, and/or executive salaries.

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2/4/2020

NYSE Owner Intercontinental Exchange Makes Takeover Offer for eBay

Wall Street Journal (02/04/20) Lombardo, Cara; Driebusch, Corrie

sources are reporting that intercontinental exchange inc. (ice), owner of the new york stock exchange, has made a takeover offer for ebay inc. (ebay) that could value the world-famous online marketplace specialist at more than $30 billion.  according to the sources, the two sides have yet to enter into formal talks, and there remains no guarantee that ebay would ultimately agree to a deal.  if one were reached, it would be large, given ebay's market value of more than $28 billion and the premium ice would likely have to pay.  ice is mainly interested in owning ebay's core marketplace business and not its classified unit, which ebay has considered selling.  market watchers say the classified unit could fetch around $10 billion in a sale.  as the luster it enjoyed in the dot-com era has worn off, ebay has attracted the attention of multiple investors in recent years including carl icahn, who pushed for its 2015 spinoff of the payment platform paypal holdings inc. (pypl).  approximately one year ago, elliott management corp. and starboard value lp called for ebay to weigh selling both its stubhub ticketing and classified-ads businesses.  ebay later reached settlement deals handing the hedge funds board representation and late last year agreed to sell stubhub to geneva-based viagogo entertainment inc. for $4.05 billion.  on feb. 4, starboard published another letter to ebay management, saying the company hasn't made enough progress and calling on it to commit to a separation of its classifieds business.

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2/4/2020

Third Point Posts January Gains

Institutional Investor (02/04/20) Taub, Stephen

dan loeb's third point offshore fund posted a 1.2% gain in january, compared to flat growth for the s&p 500 index. third point earned most of its gains in its equity long book, which kicked in one percentage point to gross performance, and a smaller amount from its short book. within the equity book, fundamental and event-driven positions (which are grouped together) gained 0.7% while activist positions kicked in 0.3% to the gains. both the activist/fundamental and event-driven positions account for all of the equity book and have similar long exposures, though activism has a larger net exposure and primarily generated third point's gains last year, when it gained 17% overall. the credit book posted a 0.4% gross gain in january, all on the long side. third point's biggest winners were baxter international (bax), sony (sne), salesforce.com (crm), far point acquisition corp. (fpac), and danaher corp. (dhr). far point, a special-purpose acquisition company co-sponsored by third point and former nyse president thomas farley, announced in mid-january that it would merge with technology and payments company global blue for $1 billion. elsewhere in its fourth quarter letter, third point told clients 2020 was starting with "friendly monetary conditions and a benign economic backdrop" that drove stocks higher. the letter also articulated the fund's case against the securities and exchange commission's proposal to regulate proxy advisory firms such as iss and glass-lewis, which it says would "undermine corporate democracy...by diminishing unbiased informational flow within the annual electoral process."

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2/21/2020

Talent Is Key to Corporate Success, Investors Say

IR Magazine (02/21/20) Maiden, Ben

ey's center for board matters (ey cbm) recently conducted a series of interviews with governance specialists at more than 60 institutional investors representing a combined $35 trillion in assets under management. asked which factors are critical to their issuers' fate over the next three to five years, 64% of investors point to talent management, 56% cite environmental issues, and 38% point to corporate culture and board composition and diversity. sixty-six percent of respondents in the ey cbm survey say workforce diversity is the human capital component they are most focused on, followed by human capital management, and workforce compensation. the report's authors note that several investors "commented on their dissatisfaction with issuers' current human capital disclosures." the poll finds that the top three investor engagement priorities for 2020 are environmental issues/climate change (cited by 59% of respondents), board diversity (54%), and talent management (32%). according to the report, some of the key factors investors use in assessing board oversight risk include, but are not limited to, board-level structure and process for oversight; the strength of company reporting on how risks are managed and measured; and directors' understanding of the business' social impacts. ey cbm americas leader stephen klemash says he expects companies will need to field questions from buy-side analysts on talent management and related issues amid an economic shift that has greatly increased the value of intangible assets such as human capital. klemash expects to see increasing disclosures regarding culture in shareholder reports, with metrics such as workforce turnover rates, engagement scores, or external awards presented in comparison to peers.

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2/20/2020

Should CEOs Stay on the Board After They Step Down?

Fortune (02/20/20) Colvin, Geoff

at many companies, executive chairmen function as the real ceos of a company, while the ceo is more like a coo. it is not unusual for ceos to become executive chairs after leaving the ceo job, which happened at constellation brands (stz), intuit (intu), kimberly-clark (kmb), pfizer (pfe), and other major companies last year. getting the transition right is increasingly important as ceo turnover rises to unprecedented levels, with january setting a new record at 1,600 ceo departures. the trending opinion regarding the practice is generally negative, with experts saying it restricts the new ceo's ability to depart from older protocols. researchers at georgetown university and the university of pittsburgh find that—unless the departing ceo is a founder—companies whose ex-ceos stay on the board suffer lower stock returns than other companies in the two years after the turnover. the cause is unclear; it could be awkward board room dynamics, or that the aging ceo may steer the succession process toward a less experienced candidate to play up their own worth to the board. the conference board's latest report on ceo succession practices finds that "while common in the past, this practice [keeping the departing ceo on the board] has become less prevalent," as 60% of the biggest manufacturing and nonfinancial companies require the exiting ceo to resign from the board on departure. the toughest calls tend to involve departing founder ceos, where results range from great to terrible. the georgetown and university of pittsburgh researchers found that company stock returns on average were no worse for companies whose founder-ceos departed the board than for other companies.

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2/20/2020

Shareholder 'No' Votes Ticked Up Again in 2019—and 2020 Looks Worse

Financial News London (02/20/20) Cobley, Mark

according to data from the investment association (ia), the number of u.k. companies that saw "no" votes from shareholders for egregious executive pay and other governance offenses rose in 2019, and more of the same could be seen this year. ia, the trade body for the fund management sector, put 158 companies—or a quarter of all businesses in the ftse all share—on its corporate governance watchlist last year, up from 155 in 2018 and 144 in 2017. the figures track companies that receive "no" votes of more than 20% at their annual general meetings. andrew ninian, director of stewardship and corporate governance at the ia, said, "with a quarter of ftse all share companies ending up on the register in 2019, investment managers will be paying close attention this year when companies bring their pay policies to the table to see whether they've heeded the high levels of dissent." most of the "no" votes last year were cast to approve individual company directors, followed by pay as the second-biggest source of dissent. ia found that nearly a third of the ftse 100 received a "no" vote on pay of at least 20% last year, noting, "as the public register reaches its third year, companies are doing more to acknowledge shareholder dissent, with over 80% of firms now making a public statement acknowledging the concerns and outlining how they plan to engage with shareholders—an increase from 55% in the public register's first year." another 16 companies have been added to the ia's register already this year, up from 10 at this point in 2019 and eight in 2018.

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2/19/2020

Accelerated Diversity—A New Paradigm for Addressing Short-Term Obstacles to Board Membership

Harvard Law School Forum on Corporate Governance and Financial Regulation (02/19/20) Poutsiaka, Bill

3d最新藏机图今天 current research to determine the financial benefits of board diversity is incomplete, so it is best for companies to accept, on a common-sense basis, that groups with a variety of business expertise and social diversity qualities will improve decision quality and financial results. board turnover needs to take place to diversify membership without increasing a size above a reasonable threshold. to increase turnover without abandoning the continuity of governance, boards should first establish both age and length of service as the basis of retirement. companies should create a two-year post-retirement director role, such as an appointed advisory committee, where recently retired directors convey a thoughtful and objective history to their successors. in addition, candidate age and years of experience requirements bog down board diversity by restricting the pool of qualified candidates in ways that are not as valid as they once were. retention concerns around age are less prominent because governance is now an attractive career, and avoiding top candidates because of the retention risk is a path to mediocrity. years of required experience need to be recalibrated for the type of experience, because most fields have changed rapidly enough that domain proficiency acquired through decades-old work has limited value. these measures should allow boards to set aggressive timetables for minimum parity, so it is critical to establish goals and accelerate board diversity accordingly. finally, companies should recognize the emerging value of innovation and social responsibility experience in director candidates as shareholders, rating agencies, regulators, and major trade organizations continue to demand more by way of corporate social responsibility. executives should respond to this by pursuing mentoring and advisory opportunities, and governance committees that have not done so should add direct experience with innovation and social responsibility to their selection criteria.

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2/18/2020

Future Returns: Shining a Brighter Spotlight on Gender Diversity

Barron's (02/18/20) Max, Sarah

goldman sachs (gs) recently became the first wall street investment bank to say it would refuse to take companies public in the united states or europe unless they have at least one diverse board member, with an emphasis on gender diversity. a recent goldman sachs analysis reveals that 60 companies went public in europe and the united states over the last two years with all-male boards, and another 100 went public with just one female director. meanwhile, according to 2020 women on boards, 41% of russell 3000 companies either have one or no women on the board. "the whole concept behind a board of directors is you are seeking advice and guidance and a sounding board for your own decision making that might not reflect your own," says aureus asset management president and ceo karen firestone. "it's fantastic when you get ceos who make these kinds of pledges because we need people to keep pushing for this kind of change." although firestone stresses that true diversity goes beyond the board, companies are not required to disclose gender breakdowns among their employees. "we still don't see as many female ceos, but you're starting to see more women in the executive offices," she adds. an analysis of more than 1,600 publicly traded companies around the world by morgan stanley (ms) shows that gender diversity is linked to better recruiting, employee engagement and innovation, and less reputational risk, which results in higher relative returns. between 2010 and 2015, companies that ranked in the top third for gender diversity had 2% higher average relative returns than other companies in their regions, with companies in the bottom third lagging by 1.8% annually.

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2/18/2020

Fed's Ownership Rule Could Open Door to More Activist Investors

American Banker (02/18/20) McCarthy, Ken

activist investors likely will benefit from a federal reserve rule, slated to go into effect april 1, which sets clearer standards for what would force investors that own less than a quarter of a bank's voting stock to apply to become a bank holding company (bhc). industry experts say the move would allow shareholders to build voting stakes of up to 24.99% without filing for bhc status, which many investors avoid due to increased regulatory supervision. some believe the rule also will create new challenges for smaller banks. keefe, bruyette & woods analyst damon delmonte notes that "by owning more shares, activist investors are likely to have more leverage over management once they actually file their position." driver management managing member abbott cooper adds that the rule "really opens the door for people to go and replace entire boards. it's an opportunity that was not there previously that could really make a big difference for activist investors." private investor phil timyan says several community banks have activist investors standing pat at less than 10% ownership, and they could increase their holdings when the new rule goes into effect. he cites malvern bancorp (mlvf), bankwell financial group (bwfg), wayne savings bancshares (wayn), bank of the james financial group (botj), and ffbw (ffbw) as banks where activists likely will buy more shares. "it will be interesting," he remarks. "activists are going to have much more power—that's for sure." however, steven sugarman, founder of capital corps—which is embroiled in a battle with broadway financial (byfc) over its strategic direction and a shareholder rights plan that makes it harder for investors to boost their stakes—does not think the new rule will threaten small banks' leadership. he notes, "bank holding company rules tend to protect banks from outside control pretty well." meanwhile, jwtt president tom thiel believes the rule could benefit smaller banks by encouraging more investment by institutional investors and company insiders.

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2/16/2020

Shareholder Governance, 'Wall Street,' and the View From Canada

Harvard Law School Forum on Corporate Governance and Financial Regulation (02/16/20) Abols, Gesta; Freelan, Brad

in 2019 the business roundtable released a statement on the purpose of a corporation that reflects a shift from shareholder primacy to a commitment to all stakeholders. while the statement seemed radical to some, it is consistent with recent canadian corporate law, and canadian boards have had to make decisions incorporating stakeholder concepts for a decade. those concerned about moving away from shareholder primacy say that it undercuts managerial accountability, leading to increased agency costs and less effective corporations, but the experience in canada suggests that these concerns are overstated. the 2008 supreme court of canada decision in bce inc. v. 1976 debentureholders rejected revlon duties to maximize shareholder value in connection with a change of control transaction. in its decision, the court stated that directors' fiduciary duty is "a duty to act in the best interests of the corporation," and that "often the interests of shareholders and stakeholders are co-extensive with the interests of the corporation," though it noted that when they conflict, the directors' duty is to the corporation. canada's federal corporate statute provides that, when acting with a view to the best interests of the corporation, directors may consider without limitation the interests of a broad variety of stakeholders. in canada, a stakeholder model allows directors to exercise their business judgment to consider the interests of stakeholders as long as they have an informed belief that doing so will promote the long-term value of the corporation. the market for corporate control remains healthy in canada, and shareholders retain their most basic and powerful right in the stakeholder model, which is the right to elect and change the board of directors.

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2/14/2020

Shareholder Activism on the Rise in Europe

Financial Director (02/20) Chan, Jeremy

3d最新藏机图今天 a recent report from deloitte finds that in the past five years, nearly one in twenty public european firms has been engaged by an activist investor. jason caulfield, the author of the recent report, notes that activist funds "have been part of the furniture" for u.s. capital markets for "quite a long time." of 3,800 public u.s. companies, about 19% have been the primary or partial focus of an activist investor, while in europe the rate is only slightly lower at 15%. a previous deloitte report noted that the rise of activist investors has to do with low interest rates, leading to large pools of private capital for investment, while liquidity has dragged down equity and debt returns. activists achieve their goals by cooperating with other long-term investors, caulfield notes, so they can have an outsized voice with a relatively small share. on a sector level, the report also found that activist investors preferred firms in consumer and services sectors or in life sciences and healthcare, which is true in both the united states and in europe. more than 51% of activist investor demands in the united states are for short-term goals like share buybacks and merger and acquisition activity, while such demands sit at 31% for the rest of the world. while the data suggests most activist investors continue to operate in high value, high market cap companies, trends in the united states are showing greater interest in the mid-tier firms.

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2/14/2020

SEC Calls 'Time Out' on Proxy Adviser Guidance and ISS Litigation

Harvard Law School Forum on Corporate Governance and Financial Regulation (02/14/20) Posner, Cydney

3d最新藏机图今天 in october, proxy advisory firm institutional shareholder services (iss) filed suit against the securities and exchange commission (sec) in connection with the interpretation and guidance directed at proxy advisory firms issued by the sec in august, which confirmed that proxy advisory recommendations are "solicitations" under the proxy rules and subject to the anti-fraud provisions of rule 14a-9. in its complaint, iss charged that, by making proxy adviser advice subject to the separate regulatory regime for proxy solicitation under section 14(a), the guidance exceeds the sec's statutory authority under section 14(a) of the exchange act. in november, the sec proposed amendments to the proxy rules to add new disclosure and engagement requirements for proxy advisory firms, calling for, among other things, "an explanation of the methodology used to formulate its voting advice" and "disclosure about material conflicts of interest that arise in connection with providing the proxy voting advice." the sec has now filed an unopposed motion to hold case in abeyance, which would stay the litigation until the earlier of jan. 1, 2021, or the promulgation of final rules in the sec's proxy adviser rulemaking. the motion confirmed that the sec would not enforce the interpretation and guidance during the stay, so companies should not expect proxy advisers to comply with the sec interpretation and guidance during the 2020 proxy season. in its motion, the sec observed that the new rulemaking may narrow or substantially affect the issues in the case, and the rulemaking process would allow some of iss' comments and concerns to be expressed and considered as part of the process. while many have raised concerns about proxy advisory firms' concentrated power and significant influence over corporate elections, the sec's rulemaking and guidance have both been the subject of significant pushback, including from the sec's own investor advisory committee.

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2/14/2020

Manager Support for ESG Resolutions Ticks up Despite Low Backing From Megafirms

Pensions & Investments (02/14/20) Croce, Brian

backing for environmental, social, and governance (esg)-related resolutions has risen steadily in recent years among asset managers, but some of the largest managers vote against esg resolutions more often than not, according to a report from morningstar (morn). average support for esg-related resolutions across large fund families rose to 46% in 2019 from 27% in 2015, the report found. funds offered by allianz global investors (alizy), blackstone group (bx), eaton vance corp. (ev), and pacific investment management co. were the most likely to back shareholder-proposed esg resolutions in 2019, voting for these resolutions more than 87% of the time. the esg issues to win the most support in 2019 included diversity and gender pay equity, with an average of 57% support, and political spending resolutions, with an average of 53% support. but five of the 10 largest asset managers—vanguard group, blackrock (blk), capital group's american funds, t. rowe price group (trow), and dfa funds offered by dimensional fund advisors—voted against more than 88% of esg-related shareholder resolutions. vanguard and blackrock voted for only 7% of esg proposals in 2019. morningstar noted in a footnote that the resolutions covered in its analysis focused exclusively on environmental and social resolutions. "we have not included in this analysis resolutions that address shareholder rights or corporate governance arrangements without reference to social and environmental risks," morningstar said.

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2/12/2020

Elliott's SoftBank Stake Is a Test Case for Shareholder Activism

Financial Times (02/12/20)

3d最新藏机图今天 elliott management late last week disclosed a $2.5 billion stake in softbank (sftby) and called for governance changes and a $20 billion share buyback. on feb. 11, softbank's share price rose significantly following u.s. approval of the merger of its sprint subsidiary with t-mobile (tmus). further, founder and ceo masayoshi son announced new governance measures and indicated an openness to buybacks. however, the financial times editorial board predicts that this is likely the first skirmish between elliott and son. "whether and how the two sides clash has wider significance because softbank and elliott will be a high-profile test case for shareholder activism in japan," says the editorial. "with the following wind of prime minister shinzo abe's push for better corporate governance, activists have begun to make a difference in the japanese market, bringing about change or better returns for shareholders at companies such as olympus (ocpny), tbs, and lixil (jsgry). a good outcome for both softbank and elliott will lead to more such campaigns; an ugly fight could set back the cause of activism by many years." the editorial adds that "softbank is also a poor place to illustrate the virtues of governance because it is so tied to mr. son. he controls the company via a 25% stake. its main purpose—and the reason many investors buy softbank shares—is to back his investments in new technology. an activist campaign risks being either irrelevant, if mr. son ignores it, or pointless, if it imposes governance window-dressing on a company where one man still holds total sway...elliott's involvement at softbank is good news: somebody needs to look out for minority shareholders at the group. as a symbol of shareholder driven change in japan, however, it leaves something to be desired."

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2/12/2020

KERI Suggests Need to Strengthen Large Shareholding Reporting System

BusinessKorea (02/12/20) Young-sil, Yoon

according to a new report from the korea economic research institute, hedge fund activism has negatively impacted corporate sustainability and shareholder interest by focusing on short-term business performance instead of contributing to shareholder value enhancement and agent cost reduction for shareholders and executives. sungkyunkwan university law school honorary professor choi joon-seon said the duty to report applied to those with large shareholdings should be lowered to 3% or more from 5% or more to reduce these adverse effects. in addition, the reporting time limit should be changed to within 24 hours. "joint exercise of voting rights must be prohibited at the same time so that hedge funds not subject to the duty to report cannot make a surprise joint attack, which affected no less than 113 listed u.s. companies in the first half of 2016 alone," the report said. he added that "the frequency of hedge funds' intervention in the business of asian companies increased more than 10-fold from 2011 to 2018," and "19 out of the 55 listed companies owned by south korea's top four conglomerates, including samsung electronics and hyundai motors (hymtf), are vulnerable to hedge fund attacks with foreigners' shareholding exceeding that of major shareholders...in the absence of dual-class stocks, shareholder rights plans, and the like, their share repurchase volume amounted to 8.1 trillion won in 2017 and 3.6 trillion won in the first half of 2018 alone."

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2/10/2020

Elliott Push at SoftBank Reflects Rise of Shareholder Activism in Japan

Wall Street Journal (02/10/20) Bhattacharya, Suryatapa

as activist investing becomes more commonplace and more successful in japan, elliott management corp. likely will benefit in its push for change at softbank group corp. (sftby), in which the hedge fund has built a stake of more than $2.5 billion. "shareholders are much more actively voting their shares, and voting against management if they are doing a poor job," said seth fischer, chief investment officer of oasis management co. elliott is calling for a share buyback of $10 billion to $20 billion at softbank, which said it agreed with the hedge fund that its shares were deeply undervalued and welcomed the feedback. foreign investors have been attracted to softbank because the value of its stakes in companies including alibaba group holding ltd. (baba) and yahoo japan (yahoy) parent z holdings corp. far exceeds the market capitalization of softbank itself. japanese prime minister shinzo abe views corporate governance improvements as a way to revitalize the economy, which has made campaigns by foreign investors more successful in recent years. valueact capital, for instance, took a 5.5% stake in olympus corp. (ocpny) and successfully pushed to get a partner on the company's board. meanwhile, elliott has taken a 13.1% stake in unizo holdings co., which is in the midst of a bidding war, and called on the company's directors to ensure that shareholders are treated properly in the takeover battle. nicholas smith, an equity analyst with clsa, says activist-related activities hit a high of 75 in japan last year, and there already have been nine this year.

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2/10/2020

European Companies Could Face Upsurge in Activist Raids

City A.M. (02/10/20) Booth, James

according to a new analysis, one in 20 european companies with a market capitalization of more than $250 million (£193 million) has been engaged by activist investors in the past five years, half the rate for u.s. companies of a similar size. that number has doubled over the last five years in europe, but given the gap in activity levels compared with the united states, experts believe there could still be some way to go. mega corporations (over $50 billion) were engaged by activists at similar levels to those in the united states, but deloitte m&a partner jason caulfield notes there was a significant decline in the percentage of european companies valued between $250 million and $50 billion being engaged by activists. "they have been systematically going through the bigger companies but so far haven't really got stuck into the ftse 250 and below and equivalent markets [in europe]," he says. "those companies are probably less well equipped to deal with an activist campaign. the bigger companies will have an activist defense in the drawer ready to go, where some of these smaller companies aren't going to know what has hit them." the study found that 4.2% of london stock exchange businesses have seen an activist campaign, compared to 6.7% of companies on euronext amsterdam, 5.3% on deutsche boerse, and 6.2% on euronext paris. elliott management, blue harbour, and third point have turned their attention toward europe in recent years, with caulfield noting that they "write checks that are twice as high and probably go for more aggressive strategies."

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2/10/2020

Accelerating ESG Disclosure—World Economic Forum Task Force

Harvard Law School Forum on Corporate Governance and Financial Regulation (02/10/20) Silk, David M.; Niles, Sabastian V.; Lu, Carmen X. W.

3d最新藏机图今天 the international business council (ibc) of the world economic forum has identified a core set of material environmental, social, and governance (esg) metrics and recommended disclosures with the objective that companies would begin reporting collectively on an aligned basis.  an ibc task force, which included experts from each of the big four accounting firms, has released a consultation draft proposing the esg metrics and disclosures, which draw from several existing standards and disclosure frameworks, including the global reporting initiative, the sustainability accounting standards board, and the task force on climate-related financial disclosures. entitled "toward common metrics and consistent reporting of sustainable value creation," the draft framework proposes a set of 22 "core" primarily quantitative metrics and disclosures believed to be readily reportable by companies and an additional set of "expanded" metrics and disclosures that serve as "a more advanced way of measuring and communicating sustainable value creation."  companies would provide the material metrics and disclosures in their mainstream investment disclosures, such as annual reports and proxy statements, in addition to supplemental sustainability or social impact reports.  ibc will seek further consultation and feedback from companies, investors, and other stakeholders; finalize the proposal in the coming months; and look to implement the metrics and disclosures in 2021.

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2/9/2020

Leading Boards Rethinking Strategy and Enabling Innovation

Harvard Law School Forum on Corporate Governance and Financial Regulation (02/09/20) Klemash, Steve; Pederson, Kris

3d最新藏机图今天 corporate directors discussed how boards can be more effective in their oversight of strategy and innovation amid rapidly evolving technology and market disruption during the ey center for board matters' strategy and innovation board summit in new york city.  leading boards are taking a closer look at what they are doing—from asking better questions to helping management see pivot points when signals emerge. they are having healthy discussions about the tensions between new investments and innovation while continuing to deliver short-term results and achieving long-term sustainable growth.  the new roadmap for oversight should include considering the business roundtable's recent statement on the purpose of a corporation.  directors discussed how board members can keep up with new technologies, business models, and process innovations by opening the doors of their boardrooms to new perspectives, new directors, and new data.  companies will need to consider forming a technology subcommittee of the board; designing with human experience as the focus and human needs as the driving force; and keep talking, stay curious, and remain open to the outside.  directors agreed they can do more to shape the long-term strategy, particularly by becoming more collaborative, turning the board into a catalyst for conversation, a center of culture, and a closer partner.

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2/9/2020

Strengthening the Board's Effectiveness in 2020: A Framework for Board Evaluations

Harvard Law School Forum on Corporate Governance and Financial Regulation (02/09/20) Goltser, Lyuba; Sharma, Aabha

the board self-evaluation process can help boards assess their capabilities and readiness to meet the growing expectations of investors and other corporate stakeholders.  about 40% of fortune 100 companies conduct individual director self-evaluations, up from 25% in 2018, and 25% conduct peer evaluations, up from 10% in 2018, according to research from ey center for board matters.  there is little guidance on the board evaluation framework, but boards and their internal and external advisors can establish a self-assessment process by defining their evaluation objectives; determining who will be evaluated; determining the role of board leaders and management in the process; establishing an evaluation methodology; conducting evaluations, analyzing evaluation results, reporting to the board and developing an action plan; and disclosing the board evaluation process and outcome.  disclosing the nature and positive outcome of the board's evaluation process can signal the board's commitment to its governance responsibilities.  an overwhelming majority (93%) of fortune 100 companies provided some disclosure about their board evaluation process in their 2019 proxy statements.  about 50% of these companies identified general topics covered in their evaluations and 25% disclosed actions taken by the board in response to the evaluation results.

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2/9/2020

The SEC Is Wrong to Hobble Shareholder Proposals

Financial Times (02/09/20) Reynolds, Fiona

3d最新藏机图今天 a range of investors have pushed back against plans by the securities and exchange commission (sec) to regulate proxy advisory firms, making it harder for investors to hold corporate decision-makers accountable. filing public comments with the sec, many groups focused on the proposals' implications for environmental, social, and governance (esg) issues such as climate change and income inequality. the sec's rule change would substantially increase the levels of support needed to put a shareholder resolution back on the corporate ballot for a second or third year in a row, and it would also block any resolution that experiences a 10% or more decline in support from the previous submissions. this is problematic because shareholders rely on resolutions to engage corporate leaders on a wide range of issues, including esg issues, as 35% of climate-related shareholder resolutions submitted to u.s. companies between 2009 and 2017 led the company in question to take specific actions. the principles for responsible investment (pri) finds that nearly 400 of the resolutions resubmitted between 2006 and 2018 would be denied under the new rules, including 180 proposals that received support from at least 20% of shareholders and 90 resolutions that received 30% support. the new rules would severely undercut shareholders' ability to hold management accountable on esg issues—including having a disproportionate effect on small and midsized investors—whom it would effectively lock out of the proxy process.

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2/8/2020

2020 Governance Outlook

Harvard Law School Forum on Corporate Governance and Financial Regulation (02/08/20) Van der Oord, Friso; Chadha, Reaa

3d最新藏机图今天 directors over the next 12 months are most concerned about the impact of growing business-model disruptions, the slowing global economy, increased competition for talent, changing cybersecurity threats, and rapid technology changes, according to the most recent public company governance survey from the national association of corporate directors (nacd).  what is unique about these changes is that they are happening concurrently, interacting with and amplifying each other.  as a result, companies can no longer rely on their historical strategies.  according to the public company governance survey, 68% of directors indicate that over the next five years their existing strategies will become completely irrelevant, while 61% identify effective board engagement in strategy as the most important improvement priority for their boards in 2020.  similarly, the accumulated experience of both executives and board members in strategy setting, technology, and industry may be less relevant in the near future.  these challenges suggest that boards will need to consider a new mind-set and a different modus operandi in order to become fit for a much different and more turbulent future.  these shifts can help transform how the board is composed, how it operates and interacts with the business and stakeholders, and how it holds itself accountable, according to nacd's recent blue ribbon commission report, fit for the future.  the board leader will need to act as a change agent to help the board evolve rapidly.

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2/7/2020

Why the World's Toughest Hedge Fund Is After SoftBank

Fortune (02/07/20) Shen, Lucinda

paul singer's elliott management has amassed a stake worth more than $2.5 billion in softbank (sftby) and reportedly is pushing for corporate governance changes to drive up the stock's price. the hedge fund is calling for greater transparency into softbank's investing decisions and for the company to buy back $10 billion to $20 billion in shares to "help close a yawning gap between the company's market value and the value of stakes in companies in which it has invested," according to reports by the wall street journal. elliott saw an opportunity as investors backed away from softbank after the public markets rejected wework, pushing its valuation to $89 billion on feb. 6—a fraction of the $210 billion valuation of its stakes in alibaba (baba), sprint (s), and its japanese telecom business alone. so far, talks between the two companies have been cooperative. according to an elliott representative, "elliott's substantial investment in softbank group reflects its strong conviction that the market significantly undervalues softbank's portfolio of assets. elliott has engaged privately with softbank's leadership and is working constructively on solutions to help softbank materially and sustainably reduce its discount to intrinsic value." meanwhile, softbank said it "always maintains constructive discussions with shareholders regarding their views on the company and we are in complete agreement that our shares are deeply undervalued by public investors. softbank welcomes feedback from fellow shareholders." elliott's stake comes at a time of rapid growth in activist investing in japan, with third point engaging sony (sne), oasis management engaging tokyo dome, and elliott also engaging unizo.

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2/7/2020

Singer Versus Son: Billionaires Playing Nice, for Now

Bloomberg (02/07/20) Alpeyev, Pavel; Hyuga, Takahiko

paul singer's elliott management corp. recently took a stake of nearly $3 billion in japanese conglomerate softbank group corp. (sftby), saying the company's shares are extremely undervalued compared with its assets. softbank founder masayoshi son has been making a similar argument for years and has found himself doing so more frequently in recent months after a series of stumbling bets on wework and uber technologies (uber). softbank has taken to posting a daily calculation of what its shares are worth compared with their price, based on holdings in alibaba group holding ltd. (baba), sprint corp. (s), and others. the company's own sum-of-parts calculation puts its total value at 12,259 yen a share ($111), while elliott thinks softbank's net asset value could be about $230 billion. the hedge fund has held cordial discussions with softbank's leadership, perhaps because some of their interests are aligned. elliott wants softbank to buy back shares because of their discount, which son seems likely to accommodate to some degree. while elliott is not seeking board seats at softbank, it does want the company to boost independence and diversity on its board. it also wants softbank to set up a special committee to review the investment process at its $100 billion vision fund, which it thinks has dragged on the share price despite making up a small portion of assets under management. elliott wants greater transparency around the vision fund, which currently discloses the names of its investments but not the size of the stakes or the valuation at which they were made. softbank itself had recognized the need for more oversight as early as 2018 when it charged coo marcelo claure with improving operations across portfolio companies, but claure was eventually forced to cede control of the so-called softbank operating group to the head of the vision fund.

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2/6/2020

The Economics of Regulating Proxy Advisors

Harvard Law School Forum on Corporate Governance and Financial Regulation (02/06/20) Bebchuk, Lucian

3d最新藏机图今天 in a letter to the securities and exchange commission (sec) regarding its proposed rulemaking on proxy advisers, the author identifies shortcomings in the economic analysis described in the commission's release ("the economic analysis"). the economic analysis fails to account for the overall effect of the amendments, which would make it costlier for proxy advisers to express conclusions that would displease an issuer, thus incentivizing proxy advisers to draft reports that would be more favorable to issuers than otherwise. the economic analysis furthers to engage with the fact that complying with new disclosure requirements would involve substantial costs, which would be passed on to clients. moreover, the requirement would provide an issuer that is dissatisfied with the proxy adviser's report with more opportunities to challenge text in proxy adviser reports as incomplete or misleading, which would provide further incentives for proxy advisers to tilt their conclusions in favor of issuers. the economic analysis concludes that the proposed amendments would benefit institutional investors by improving the accuracy and transparency of proxy adviser reports, but if this were the case, institutional investors, who are sophisticated and informed players, would have at least expressed widespread support for these regulations in the sec roundtable. the lack of such support conflicts with the view that the proposed amendments would benefit the clients of institutional investors, and the economic analysis does not engage with this evidence. the economic analysis also fails to give weight to a variety of issues on the effects of the proposed amendments on efficiency, competition, and capital formation.

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2/4/2020

Britain's Largest Companies Fail to Boost Diversity on Boards, Regulator Finds

Wall Street Journal (02/04/20) Trentmann, Nina

a report by the u.k. financial reporting council (frc) and a government-backed committee found that the largest companies seldom set targets for ethnic diversity on boards and do not report on the issue. this is prompting the audit and accounting regulator to demand more aggressive corporate initiatives to promote ethnic diversity. most respondents to the frc survey lacked goals for ethnic diversity in the boardroom during the 2019 financial year, and 52% did not mention ethnicity in their board diversity policy. meanwhile, 14% of firms listed on the ftse 100 had quantifiable objectives for ethnic diversity on boards. none of the 256 companies that responded to the survey noted progress on board diversity, and most respondents had no plans with specific measures to increase ethnic diversity in the boardroom. roughly 150 respondents lacked a director of minority background on their boards, missing a target set by the parker review committee to have at least one director of color for ftse 100 companies by 2021 and by 2024 for businesses in the ftse 250. the frc said it would ramp up its oversight of companies' diversity disclosure, and called for quality improvements in future financial reports and filings. "the u.k.'s record on boardroom ethnicity is poor," said frc ceo jon thompson. "we will monitor closely how companies report on their policies or explain their lack of progress."

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