News
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Canadian investors say there’s still life in ESG, study finds
Almost all asset owners and managers say polarization of ESG in the US has failed to impact their investment strategy ESG isn’t dead, it’s just gone mainstream. That’s one of the key observations from a new semi-annual survey of Canadian institutional investors, which points to a focus that goes beyond data gathering and on to impact. This is being driven, in part, by an uptick in the number of companies conducting double-materiality assessments and indications from the Ministry of Environment and Climate Change Canada that the country will have a transition taxonomy by December 31, 2024. That’s according to the…
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The week in GRC: Southwest Airlines announces board changes and Starboard Value presses News Corp on dual-class share structure
This week’s governance, compliance and risk-management stories from around the web – The Wall Street Journal (paywall) reported that activist investor Starboard Value said News Corp should eliminate its dual-class share structure, saying it gives too much influence to Rupert Murdoch’s family. The dual-class structure isn’t in the best interest of shareholders and doesn’t reflect best-in-class corporate governance practices, Starboard said in a letter to shareholders. It cited dynamics between chair emeritus Murdoch and his children, who are in a legal fight over control of the media company, as an example of problems related to the structure. ‘This uncertainty represents…
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Ally Financial hires Discover’s Hope Mehlman as legal chief
Mehlman is a member of Governance Intelligence’s Corporate Governance Hall of Fame Ally Financial has recruited Hope Mehlman as chief legal and corporate affairs officer, effective December 2. Mehlman, who won Governance Intelligence’s (then Corporate Secretary’s) 2019 Corporate Governance Award for governance professional of the year (large cap), will join Ally from Discover Financial Services where she is chief legal officer, general counsel and corporate secretary. Discover says in an SEC filing that Mehlman will continue with the company until the earlier of it closing its merger with Capital One Financial Corporation or November 29. In her new role, Mehlman…
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Not content with dominating the news, AI heads for shareholder proposals
New analysis shows institutional shareholders are concerned about the risks it poses It’s barely news to our readers that AI continues to have a widespread impact on the capital markets, not only the wider world. But new data shows that rather than enabling new efficiencies, the technology may be posing a crisis for some investors and the companies they hold. According to figures compiled by FTI Consulting, the number of shareholder proposals that directly addressed AI in the US more than doubled from 2023 to 2024. The scope and ambition of those proposals have also grown. And when we delve…
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Lessons for directors as personal liability evolves in Delaware courts
Brian Rivas Boessenecker and Achyut Phadke explain how boards and counsel can limit director liability following an important period for Delaware case law Five years after the Delaware Supreme Court’s landmark decision in Marchand vs Barnhill, Delaware law has undergone significant development with regard to director oversight liability. Post-Marchand cases show how adverse business, legal or environmental hazards facing corporations may result in personal liability for their officers and directors. They also contain lessons about practices that officers, directors and their legal advisers can use to minimize the risk of such liability. Marchand involved Blue Bell Creameries, an ice cream…
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The week in GRC: California lawmakers reject GHG reporting delay and SEC drops misconduct proceedings
This week’s governance, compliance and risk-management stories from around the web – Reuters (paywall) reported that according to a person familiar with the matter, Elliott Investment Management now holds 10 percent of Southwest Airlines common stock, crossing the threshold that allows the hedge fund firm to call a special meeting at the company. The two sides are scheduled to meet on September 9 to discuss ways to solve problems that have contributed to Southwest’s stock declining over the last three years. Elliott has demanded that Southwest CEO Robert Jordan and executive chair Gary Kelly be removed. It has also laid…
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FedEx names company veteran as next general counsel
Gina Adams has been with the delivery company for 32 years FedEx Corp has named Gina Adams as executive vice president, general counsel and corporate secretary, effective September 24. She became general counsel-elect on September 1 and will take on her new role to succeed Mark Allen, who will move into a senior adviser role for the company until his retirement on December 31. Adams joined FedEx in 1992 as a managing attorney for international regulatory affairs and has since been promoted through multiple international government and regulatory affairs leadership positions until her most recent role as corporate vice president…
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Cigna appoints legal chief from in-house
Andrea Nelson gets promoted from chief counsel and deputy general counsel Almost a quarter of shareholder votes have backed a proposal seeking a separate CEO and board chair at McKesson Corporation’s AGM, amid a flurry of similar proposals this year. The resolution, filed by activist shareholder John Chevedden, asked that McKesson’s board ‘adopt an enduring policy and amend the governing documents as necessary in order that two separate people hold the office of the [chair] and the office of the CEO. Whenever possible, the [chair] of the board shall be an independent director. This includes that a former CEO is…
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Proposal seeking separate CEO and chair garners support at McKesson
‘The ascending complexities of a company with $60 bn in market capitalization… increasingly demands that two [people] fill the two most important jobs’ Healthcare company The Cigna Group has promoted Andrea Nelson to become chief legal officer, giving her leadership of all legal functions. Nelson was previously senior vice president, chief counsel and deputy general counsel for the group, and before that senior vice president and chief counsel of Cigna Healthcare, having joined the company in 2021, according to her LinkedIn profile. Before that, she spent more than five years at Express Scripts, most recently as vice president and chief…
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The week in GRC: California AI safety bill advances and Ford latest company to pull back on DE&I
This week’s governance, compliance and risk-management stories from around the web – The Wall Street Journal (paywall) reported that Elliott Investment Management spelled out its plan for Southwest Airlines in an open letter to shareholders, saying it intends to meet with the airline’s representatives on September 9. The activist investor said it has been engaged with Southwest and criticized its two top executives, CEO Bob Jordan and executive chair Gary Kelly, Jordan’s predecessor. Elliott has been calling for Jordan to be replaced and the Kelly to be removed. It said in its letter that it hopes the board is willing…