The week in GRC: SEC eases disclosure rules as Amber Energy takeover proceeds at pace

This week’s governance, compliance and risk-management stories from around the web

– The head of the SEC Paul Atkins said the regulator should ease listing and disclosure rules for small firms to help revive the IPO market.

As reported by Bloomberg (paywall), in a December 2 speech at the NYSE, he argued that companies with a public float as low as $250 mn face the same regulatory burdens as firms 100 times larger, which discourages capital raising and inhibits growth.

He proposed extending the ‘on-ramp’ period for newly public small companies to gradually comply with full reporting standards, instead of requiring full compliance immediately.

The aim is to make the regulatory framework more proportionate to a firm’s size and the SEC hopes to unlock capital for newer and smaller companies and boost the number of publicly traded firms.

Governance Intelligence covered this announcement in its entirety, read the full breakdown here.

– Amber Energy, an affiliate of Elliott Investment Management, plans to retain the refineries, terminals and other connected assets of Citgo Petroleum Corporation once its takeover is completed.

According to Reuters (paywall), the purchase, approved by a Delaware court after a proxy auction, values Citgo’s parent company at around $5.9 bn. Amber expects to operate Citgo as a going concern, maintaining the 829,000-barrel-per-day refining network, 43 terminals and approximately 3,300 employees across the US.

Sources familiar with the plan said Amber aims to run Citgo efficiently for ‘a very long time,’ optimizing cash-flow and using seasonal diversification from its geographically dispersed refineries.

The firm also plans board reshuffles to replace some executives, convert certain contractors into permanent staff, and implement cost-cutting measures before targeting stable profits.

–The Court of Justice of the European Union (CJEU) has ruled that Apple may face legal challenges in Dutch courts over its App Store business practices.

As reported by The Wall Street Journal (paywall), two Dutch consumer-rights groups are seeking damages on behalf of an estimated 14 mn iPhone and iPad users, arguing that Apple’s high commissions and control over in-app payments amount to anti-competitive conduct.

Apple disputed the ruling, stating the proceeding is only jurisdictional and that no harmful event occurred in the Netherlands. However, the CJEU rejected that argument, noting Apple’s App Store targets Dutch consumers in Dutch and therefore Dutch courts can hear the case.

The possible damages are estimated at about €637 mn, including interest, though Apple said the claims are without merit. A hearing in the Netherlands is expected in early 2026.

–A group of around a dozen lawyers from Bernstein Litowitz Berger & Grossmann (BLB&G) announced they are leaving to form a new shareholder law firm – JVK Law – with offices planned in LA, New York and Wilmington, Delaware.

According to Reuters, the lead lawyer, a former head of the firm’s corporate governance department, previously secured a verdict that voided a $56 bn compensation package for Tesla CEO, Elon Musk.

The departure follows a November 16 termination of the lead lawyer Jeroen van Kwawegen by BLB&G, which cited ‘misconduct inimical to the best interests of the firm.’ At the time, he called the misconduct allegations ‘pretextual and disappointing’ and said that many colleagues will join him – with possibly more to follow.

He argued his new firm is needed because institutional investors require stronger representation in confrontations with regulators such as the SEC.

BLB&G remains one of the largest shareholder-litigation firms in the US, with around 100 lawyers and a track record of major settlements.

–Debenhams, the troubled British online fashion retailer, has pushed ahead with a new executive pay scheme worth up to £222 mn ($296 mn), without seeking shareholder approval. As reported by Reuters, the move drew sharp criticism from its largest investor, Frasers Group, which holds a 29.7 percent stake, calling the lack of a vote ‘utterly disgraceful.’

Under the scheme, the retailer’s chief executive could earn up to £148 mn if Debenhams’ share price rises to £3 in five years. Frasers’ finance chief Christopher Wootton said the decision reflected ‘typical corporate governance from them,’ pointing to a long-running battle between the rival groups, which previously tried to block Debenhams’ rebrand and to oust its co-founder.

Debenhams’ shares were trading at around 22.25 pence, down 3.3 percent, in a signal of investor skepticism.

Regulatory proposals in both the UK and the EU may significantly raise compliance costs for firms offering ESG ratings, raising concerns among users of such ratings.

In the UK, the Financial Conduct Authority (FCA) opened a consultation to formalize a regulatory regime for ESG-ratings providers – requiring authorization and oversight from June 2028.

Proposed rules would demand full disclosure of rating methodologies, conflict-of-interest policies and complaint procedures, with employees barred from trading securities they rate.

The FCA said the changes aim to replace the current voluntary code of conduct for ESG ratings providers – increasing transparency and governance and restoring investor confidence in ESG-based investment decisions.

The move reflects a broader effort to harmonize UK and EU sustainable-finance frameworks and improve clarity around how ESG ratings are produced and used.

–Norges Bank Investment Management, which manages the world’s largest sovereign wealth fund, the Norwegian Government Pension Fund Global, said it will support a shareholder proposal at Microsoft’s 2025 annual general meeting calling for a detailed report on the human-rights risks associated with Microsoft’s operations in countries with significant concerns.

According to Bloomberg, the fund owns roughly 1.35 percent of Microsoft, valued around $50 bn as of June 30, making it one of the company’s largest shareholders.

In addition to backing the human-rights disclosure proposal, the fund said it will vote against the re-appointment of CEO Satya Nadella as board chair and oppose his pay package, arguing executive compensation should be delivered as long-term shares locked in for five to 10 years.

The fund’s stance underscores growing investor pressure on major tech companies to account for social and human-rights impacts as part of their corporate governance practices.

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