Ben Maiden and Ben Ashwell
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GE general counsel departing as spin-off nears
Michael Holston has been closely involved in the separation of GE into three independent companies Michael Holston, senior vice president, general counsel and corporate secretary of General Electric Company (GE), is preparing to leave the firm as it approaches the completion of its spin-off transactions. GE in 2021 revealed its plan to form three independent public companies focused on aviation, healthcare and energy. GE HealthCare was spun off last year. GE announced Holston’s departure in its latest proxy statement, stating it was agreed ‘[i]n anticipation of the planned spin-off of GE Vernova in early April 2024’ and that he became…
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The week in GRC: More companies voluntarily disclosing misconduct to DoJ and court temporarily halts SEC climate rules
This week’s governance, compliance and risk-management stories from around the web – The Wall Street Journal (paywall) reported that the Fifth US Circuit Court of Appeals temporarily halted new SEC rules requiring public companies to disclose climate-related risks. The court granted a request for an administrative stay on the rules just over a week after Liberty Energy and Nomad Proppant Services filed a lawsuit challenging them. The court didn’t explain the reasoning behind the order. Shortly after the SEC ruling on March 6, a coalition of 10 states, including Georgia, West Virginia and Alaska, filed a legal challenge. The US…
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Verizon faces vote on political spending incongruence report
SEC denies no-action request to omit the measure Verizon Communications shareholders appear set to vote on a shareholder resolution seeking information about any ways the company’s political spending does not align with its public positions after the SEC denied a request for the go-ahead to exclude the proposal. The proposal filed by As You Sow asks that Verizon’s board report each year on the company’s ‘political and electioneering expenditures, identifying and analyzing incongruence between such expenditures and the company’s operational and strategic needs and its stated values and policies. The report should state whether Verizon has made, or plans to…
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AFL-CIO seeks assessment of Wells Fargo’s respect for labor rights
Vote on union group’s proposal scheduled for April 30 AGM Wells Fargo & Company shareholders will vote next month on a proposal seeking a review of the bank’s respect for key labor rights. This comes amid concerns from unions and others about some US companies’ responses to an uptick in efforts to unionize in recent years. The resolution, filed by Segal Marco Advisors on behalf of the AFL-CIO Equity Index Funds, asks Wells Fargo’s board to ‘commission and oversee an independent, third-party assessment of [the company’s] respect for the internationally recognized human rights of freedom of association and collective bargaining.’…
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Norfolk Southern appoints compliance leader
Company has faced scrutiny following last year’s derailment of one of its trains Norfolk Southern Corporation has hired Angie Kolar as vice president and chief compliance officer, effective April 9. It is a new strategic position at the company. She will report to executive vice president for corporate affairs and chief legal officer Nabanita Nag. In her new role, Kolar will be responsible for overseeing Norfolk Southern’s business ethics and compliance function. ‘She will work closely with our enhanced safety function to advance Norfolk Southern’s safety culture and drive engagement throughout the organization,’ the company says in a statement. ‘Kolar…
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Estée Lauder parent company’s general counsel to step down
Deirdre Stanley has been with the firm since 2019 Ira Millstein, a ‘legend’ in the corporate governance world, senior partner with Weil Gotshal & Manges and founding chair of The Millstein Center for Global Markets and Corporate Ownership at Columbia Law School, has died aged 97, his firm has announced. Weil executive partner Barry Wolf says in a statement: ‘The legal community has lost a true visionary. We mourn the loss of our partner and friend and celebrate his achievements and his role in shaping Weil into the firm it is today.’ The Council of Institutional Investors (CII) says in…
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Governance ‘godfather’ Ira Millstein dies
Millstein described as ‘legend’ of corporate governance – Reuters (paywall) reported that Choice Hotels International said it had dropped its hostile bid for rival Wyndham Hotels & Resorts after failing to garner enough support from the target’s shareholders. The company will also withdraw its nomination of independent director candidates for election at Wyndham’s 2024 AGM. ‘While the support from Wyndham stockholders tendering into the exchange offer was significant considering the number of investors structurally prevented from participating at this stage, it was not sufficient for Choice to conclude that a path toward a transaction is available at this time,’ Choice…
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The week in GRC: US judiciary aims to curb ‘judge shopping’ and issuance of sustainability-linked bonds drops
This week’s governance, compliance and risk-management stories from around the web Deirdre Stanley, executive vice president and general counsel of The Estée Lauder Companies (ELC), has decided to step down from her role to ‘embark on a new chapter’, according to the firm. Stanley will continue in her position until April 2, 2024, and her successor will be announced at a later date, the New York-based company says. She did not respond immediately to a request for comment. Stanley joined ELC in her current position in October 2019. She is a member of the company’s executive leadership team and advises…
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Proposal seeks report on checking for misuse of Texas Instruments chips
Quaker group concerned about products ending up being used in Russia’s invasion of Ukraine Texas Instruments (TI) is set to face a vote on a shareholder resolution seeking information about possible misuse of its products including in Russia’s invasion of Ukraine. The SEC has declined to give TI the green light to omit the measure from its upcoming AGM. Specifically, the proposal brought by Friends Fiduciary Corporation (FFC) asks that TI’s board ‘commission an independent third-party report… on [the company’s] due diligence process to determine whether customers’ misuse of its products expose the company to human rights and other material…
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Elanco names new general counsel
Shiv O’Neill was previously deputy general counsel for the Americas at the company – The Wall Street Journal (paywall) reported that JetBlue Airways and Spirit Airlines terminated their merger agreement, weeks after a judge ruled that the $3.8 bn deal would reduce competition and harm cost-conscious fliers. The airlines had appealed the judge’s January ruling but said on Monday they had come to the conclusion that they probably couldn’t overcome the legal and regulatory hurdles. JetBlue CEO Joanna Geraghty told employees the federal court ruling and the US Department of Justice’s (DoJ) continued opposition made the probability of prevailing anytime…