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Experts share tips on getting ahead of shareholder activism trends
Webinar speakers offer advice on factors affecting proxy season Last year was a record year for shareholder activism. In 2023, that trend only looks to be continuing and companies face increased pressure heading into this year’s proxy season.Panelists on the latest Corporate Secretary and IR Magazine webinar looked at what’s driving the shareholder activism trend. UNDERLYING FACTORS If we go back to 2020 and look at what happened with Covid-19, ‘there’s a lot of uncertainty in terms of how investors would react to an activist campaign in the midst of a global pandemic,’ said Amy Lissauer, managing director and global…
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The week in GRC: Bank group criticizes plans for corporate ownership registry and YouTube CEO steps down
This week’s governance, compliance and risk-management stories from around the web – The Wall Street Journal (paywall) noted that a new SEC rule is aimed at removing loopholes that have allowed corporate insiders to hide behind their prearranged trading plans. For most US-listed companies, new disclosure requirements will take effect on April 1. Among other elements, directors and officers will have to wait at least 90 days after starting or modifying a 10b5-1 plan before they can trade under the arrangement. The forms used to report their trades will include mandatory checkbox disclosures showing whether they were using such a…
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Norway’s SWF expands focus on social issues
Engagement report says 66 percent of corporate meetings covered ESG topics last year Norway’s huge sovereign wealth fund cranked up its focus on human capital and other social issues in discussions with companies during 2022, according to a report from the investor that details its engagement practices. Norges Bank Investment Management (NBIM), which manages the $1.2 tn oil fund, says it held 516 company meetings in 2022 where human capital was discussed, a big jump from 301 the previous year and just 133 in 2020. There has also been a steady rise in engagement around consumer interests, an area that…
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CW Network hires TV industry veteran as general counsel
Tom Martin previously negotiated deals at Fox and Comcast/NBCU TV broadcaster The CW Network has named Tom Martin as general counsel and head of business affairs. Martin most recently was head of business affairs at MasterClass, a learning platform. In that role he was responsible for the team that negotiated deals with instructors such as Bill Clinton, George W Bush, Bob Iger, Aaron Sorkin, Steph Curry and Serena Williams. Before that, he was the business affairs lead for the short-lived Quibi, a role in which he helped develop the business model and deal structure for the short-form streaming platform. Before…
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How new SEC rules impact compensation committees’ 2023 agendas
Yelena Barychev and Jane Storero give an overview of recent regulatory changes affecting executive compensation in 2023 and beyond The SEC adopted three new rules in 2022 that significantly expand compensation committees’ agenda for this year. The rules cover pay versus performance, clawbacks and insider trading. Two of these rules – those on pay versus performance and clawbacks – were mandated by the Dodd-Frank Act. They do not represent new concepts as they were initially proposed by the SEC in 2015. In addition, the changes to the insider-trading rules codify some of the existing best practices related to Rule 10b5-1…
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Osmosis wins record ESG mandate
Asset owners face growing pressure to reduce environmental impact ESG specialist Osmosis Investment Management has received an allocation of $4.5 bn from a Dutch pension fund in one of the largest ever sustainable investment mandates. Under the agreement, London-based Osmosis will run a global equity portfolio focused on resource-efficient companies for Pensioenfonds PGB, one of the top 10 largest pension funds in the Netherlands. The new portfolio will cut carbon emissions, water consumption and waste generation by more than 50 percent compared with previous holdings, says Osmosis, as well as incorporate Pensioenfonds PGB’s list of excluded sectors. The $4.5 bn…
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How the EU’s new Foreign Subsidies Regulation impacts M&A
Jérémie Jourdan, James Killick, Axel Schulz and Irina Trichkovska explain how companies – including those from the US – can prepare for the incoming requirements The EU recently adopted the Foreign Subsidies Regulation (FSR), giving the European Commission (EC) powers to intervene to tackle foreign subsidies that distort competition in the EU internal market. The FSR, which goes into effect on July 12, 2023 will have a major impact on companies that have received financial contributions from non-EU countries, and in particular those that engage in M&A and public tenders in the EU. With less than six months until the…
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The week in GRC: Peltz ends proxy fight with Disney and Shell directors sued over climate strategy
This week’s governance, compliance and risk-management stories from around the web – Bloomberg (paywall) reported that, according to an analysis by advocacy group Climate Power, companies announced more than 100,000 clean energy jobs in the US between last August – when President Joe Biden’s landmark climate bill became law – and the end of January. Climate Power identified more than 90 new clean energy projects in 31 states that have been announced since Biden signed the Inflation Reduction Act, representing a total of nearly $90 bn in new investment. Most of those projects are in Arizona, Georgia, Michigan, Ohio, South…
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Retail investor education needs to improve, experts say
Latest webinar panel discusses push for more shareholder democracy Investor education needs to improve as retail shareholders gain more say in how companies are run, argued participants of a recent webinar from Corporate Sister publication IR Magazine. Traditionally, retail investors have struggled to exercise their rights as shareholders. But technological and regulatory changes are handing them more involvement in areas such as AGM votes and capital raisings. Click here to watch a replay of the webinar ‘It’s a noble cause that the shareholders of a business can have a say in terms of where that business is going,’ said Neil…
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WSFS Bank hires general counsel and financial crimes leader
New hires come from private practice and the FBI Delaware-based WSFS Bank, the primary subsidiary of Nasdaq-listed WSFS Financial Corporation, has made twin appointments to its legal and compliance functions. Brionna Denby has joined the bank as senior vice president and general counsel, and Michael Dzielak has joined as senior vice president and director of financial crimes. In her new role, Denby reports to chief legal officer Lisa Washington and is the primary adviser on matters related to litigation, transactions and regulatory issues. Denby previously was senior counsel at Cohen Seglias Pallas Greenhall & Furman, where she was a member…