Archive
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How boards can evaluate stock buybacks during Covid-19 crisis
Parker Schweich explains some important issues boards should consider regarding buyback programs given the pandemic and availability of federal relief The Tax Cuts and Jobs Act of 2017 sparked an unprecedented increase in corporate stock buyback programs as companies sought to use their newly realized cash savings from reduced corporate tax rates to increase stockholder value. A little more than two years since the passage of that legislation, companies are facing another unprecedented event with the Covid-19 pandemic, which will have a much different and more significant impact on their businesses and balance sheets. Companies that now must conserve cash…
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The week in GRC: SEC’s Clayton urges Covid-19 disclosures, and Starboard nominates six to Commvault board
This week’s governance, compliance and risk-management stories from around the web – The Wall Street Journal reported that SeaWorld Entertainment CEO Sergio Rivera resigned from the company having been in the job for about five months. The theme-park company said CFO and treasurer Marc Swanson is serving as interim CEO, while chief accounting officer Elizabeth Castro Gulacsy is stepping in as interim CFO and treasurer. Rivera resigned over disagreements about the board’s involvement in decision-making, the company said in a securities filing. – According to Reuters, investors with nearly $200 billion in assets under management that hold shares in Japan’s…
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Walmart shareholders to vote on employee board representation
Company had sought to exclude measure ahead of AGM Walmart shareholders will vote on a measure looking to add employee representation to the company’s board at a time when such ideas are gaining some political traction in Washington, DC. Cynthia Murray, a Walmart associate, has filed the proposal to be voted on at the company’s annual meeting on June 3. It aims to ramp up the representation of employee perspectives on the board by including hourly associates in the initial list of candidates from which new director nominees are picked. Walmart announced last Friday that the AGM, like many being…
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ORIC hires general counsel
Christian Kuhlen was previously general counsel and secretary for Synthorx The SEC should extend comment periods on pending initiatives and be wary of taking actions that are not related to the Covid-19 pandemic, according to commission member Allison Herren Lee. In a statement issued last Friday, Lee praised the work of the commission and agency staff in responding to the pandemic and argued that regulatory efforts in the near term should focus primarily on the most urgent issues facing the markets and the public as a result of the outbreak. Specifically, she urged the SEC to extend current and recently…
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Investor group wants focus on stakeholder value during pandemic
Protecting workforce and preserving financial prudence are top of mind for investors A group of 251 long-term investors representing more than $6.4 trillion in assets under management has urged issuers impacted by Covid-19 to introduce measures that contribute to maintaining economic health and minimizing downside risk as the pandemic continues to spread around the world. In an open letter from the Interfaith Center on Corporate Responsibility (ICCR), the signatories – led by Domini Impact Investments, the New York State Comptroller and ICCR – urge companies to protect their long-term value ‘tied to the welfare of their stakeholders, employees, suppliers, customers…
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SEC’s Lee urges comment-period extensions amid Covid-19
Commissioner also calls for caution on non-pandemic-related regulatory actions ORIC Pharmaceuticals has recruited Christian Kuhlen as general counsel at the privately held, clinical-stage oncology company. He serves on the executive leadership team and leads ORIC’s legal, compliance, intellectual property and corporate governance functions. The south San Francisco, California-based company is focused on developing treatments that address mechanisms of therapeutic resistance. Kuhlen, who is also a doctor, most recently worked as general counsel and secretary for Synthorx, where he led the legal aspects of its IPO and advised on the company’s subsequent acquisition by Sanofi. Before joining Synthorx, he was general…
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The Hanover finds successor to long-time general counsel
Kendall Huber retires after 20 years with the insurance company The high number of companies stepping up to help Covid-19 relief efforts underlines the shift in corporate focus from shareholder to stakeholder value, according to a report from Bank of America Merrill Lynch (BofAML)’s global research team. The bank asked its equity analysts around the world to provide names of companies that are taking action to help with the spread of Covid 19 – and they came back with more than 400 examples. ‘We estimate the initial round of corporate giving amounts to more than $875 million in cash donations…
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Covid-19 response highlights shift to stakeholder value
New research attempts to quantify support offered by companies during outbreak Dennis Kerrigan has joined The Hanover Insurance Group as executive vice president and general counsel, effective April 1. In his new role he is responsible for legal, regulatory and government affairs at the NYSE-listed company, in addition to compliance, state filings, securities and corporate governance issues. Kerrigan previously spent more than a decade as general counsel for Zurich North America, where he led the company’s legal, compliance, government and industry affairs, security and regulatory affairs groups. As an attorney in private practice earlier in his career, he advised Fortune…
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How boards can prepare for post-pandemic activism
Periods of equity market turmoil often lead to increased activity. Frank Aquila and Melissa Sawyer offer advice for boards on making sure they are ready The Covid-19 pandemic has caused significant volatility in the equity markets, with companies across different sectors experiencing sometimes precipitous declines in share prices coupled with significant changes in share ownership. Public companies often experience an uptick in activist demands and unsolicited offers after such periods of exceptional turbulence. The 2008 financial crisis, for example, was followed by a significant increase in unsolicited offers, proxy contests and event-driven activism. Activist investors may focus their attention on…
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The week in GRC: Many companies switch to virtual AGMs, and Xerox drops HP bid
This week’s governance, compliance and risk-management stories from around the web – The Wall Street Journal reported that the coronavirus outbreak is making life tough for activist investors. With executives trying to keep their companies in business and workers employed, activists’ demands in many cases seem less relevant than they did just a few weeks ago. As a result, many investors have dropped campaigns or settled them early. The shift comes during proxy season, which is normally a busy time for activists because they have the chance to nominate directors ahead of AGMs. ‘Companies right now are struggling to keep…