Archive
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The week in GRC: Xerox pauses HP campaign amid Covid-19 outbreak, and Icahn ramps up Occidental fight
This week’s governance, compliance and risk-management stories from around the web Global institutional investors are unanimous in seeing the growing influence of ESG issues in their business, according to a new survey that also underlines the preference for engagement over proxy activity in tackling these issues. All (100 percent) of the respondents to the Morrow Sodali study say ESG risks and opportunities have played a greater role in their investment decisions during the last 12 months. The result ‘undeniably reinforces that ESG integration has become an integral part of mainstream investment decision-making,’ the authors of the report write. The firm…
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Canada 2020: What to watch for in proxy developments
In the second of their series on issues facing Canadian companies during this proxy season, Lisa Culbert and Ramandeep Grewal look at shareholder activity and proxy developments Shareholder activism in Canada last year resulted in 30 campaigns, led by the materials and healthcare sectors in Canada with 11 and six campaigns, respectively, according to Gryphon Advisors. An ‘activism campaign’ is defined for these purposes as including: A shareholder opposing management by public initiation of a shareholder meeting requisition An announcement of an intent to launch a campaign to replace directors or otherwise oppose management The filing of activist materials opposing…
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Regency Centers finds successor general counsel
Michael Herman to join company next month Jacksonville, Florida-based real estate investment trust Regency Centers Corporation has recruited Michael Herman as its next general counsel. He will join the company on April 6 as senior vice president and general counsel, then succeed Barbara Johnston on May 1 when she retires. Herman is moving to Regency from Rayonier Advanced Materials, where he has been general counsel since 2003, adding the role of corporate secretary in 2014. From 1997 to 2003, he was senior vice president and general counsel of GenTek and its predecessor company General Chemical Corporation, where he started work…
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Anika Therapeutics hires first general counsel
David Colleran joins firm from Insulet Corporation Nasdaq-listed Anika Therapeutics has hired David Colleran to fill the newly created position of executive vice president, general counsel and corporate secretary at the company. Before joining Bedford, Massachusetts-based Anika, Colleran worked as senior vice president, general counsel, corporate secretary and chief compliance officer at medical device and drug delivery firm Insulet Corporation. Before that, he was vice president and general counsel at Covidien, a manufacturer of medical devices and supplies that was acquired by Medtronic, and corporate counsel at Ocean Spray Cranberries. Colleran started his career at law firm Choate Hall &…
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Norway’s SWF urges boards to tackle sustainability reporting
Manager held almost 1,000 meetings on ESG issues in 2019 The world’s biggest equity investor has urged corporate boards to increase their focus on sustainability. Norges Bank Investment Management (NBIM), which manages Norway’s $1.1 trillion sovereign wealth fund (SWF), made the call in a position paper released last week. In the document, it says boards ‘should ensure that company reporting reflects all material sustainability risks and opportunities,’ adding that sustainability disclosure should be ‘quantitative’ and released at least once a year. Recognizing the lack of accepted international standards for ESG reporting, the bank suggests companies start by using Sustainability Accounting…
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The week in GRC: SEC grants reporting relief amid Covid-19 outbreak, and HP rejects Xerox takeover bid
This week’s governance, compliance and risk-management stories from around the web – The Wall Street Journal reported that, according to a person familiar with the matter, activist investor Elliott Management has nominated four directors to Twitter’s board, setting the stage for a potential proxy contest. Elliott has taken a roughly $1 billion stake in the company and has been in talks with Twitter’s management about its wish for the company to find a full-time CEO, the person said. That most likely would involve replacing co-founder Jack Dorsey, who began a second stint as the company’s CEO in 2015. In addition…
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Considering ESG in Canada this proxy season
In the first of a series of articles on issues facing Canadian companies during the 2020 proxy season, Lisa Culbert and Ramandeep Grewal look at board accountability including increasingly important ESG issues The growing pressure for broader corporate accountability in ESG is partly due in Canada to the publication of regulatory guidance last August. Although the Canadian Securities Administrators’ Staff Notice 51-358 Reporting of Climate Change-related Risks does not create any new legal requirements, it does highlight the role of the board and management in assessing: Whether climate change-related risks and opportunities are integrated into the issuer’s strategic plan The…
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‘Communications gap’ leaves door open to activists, survey says
Fifty-five percent of investors polled say their engagement approach is ‘active’ Almost half of investors do not proactively engage with the management of companies they invest in or follow, creating a ‘communications gap’ that could be exploited by activist investors, according to new research. Just 55 percent of investors surveyed by Boston Consulting Group (BCG) would describe their engagement approach as ‘active,’ while only 57 percent say they would feel comfortable speaking directly to management about any frustrations they have with the business. The survey, which BCG conducts each year, took place during November and December and received 251 responses.…
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California proposals offer CCPA clarification
The newest proposed regulations to California’s data-privacy law address certain questions but leave others unanswered pending further guidance. Joseph Moreno provides an update on the nation’s most comprehensive regime for protecting consumer information The California Consumer Privacy Act (CCPA) went into effect on January 1, 2020, yet it did so with only initial draft regulations in place regarding its implementation and enforcement. Since then, California’s attorney general has issued modified proposed regulations to the data-privacy law, which towers in scope above anything else enacted at the state or federal level in the US. But while the latest proposed regulations are…
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Cardinal Health resolves China-linked FCPA action
Company will pay more than $8 million to settle SEC’s charges Dublin, Ohio-based Cardinal Health has agreed to pay more than $8 million to resolve allegations that it violated FCPA books and records and internal accounting controls provisions in relation to its former unit in China. ‘Cardinal’s foreign subsidiary hired thousands of employees and maintained financial accounts on behalf of a supplier without implementing anti-bribery controls surrounding these high-risk business practices,’ Anita Bandy, an associate director in the SEC’s division of enforcement, says in a statement. ‘The FCPA is designed to prohibit such conduct, which undermined the integrity of Cardinal’s…