Archive
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The week in GRC: Amazon faces activism from New York pension funds and Icahn urges investors to back his proxy fight at McDonald’s
This week’s governance, compliance and risk-management stories from around the web – CNBC reported that Elon Musk said Twitter’s board of directors won’t be compensated for serving if he acquires the company. ‘Board salary will be $0 if my bid succeeds, so that’s around $3 mn a year saved right there,’ Musk said in a tweet. It’s not clear who would be appointed to serve on the board of a Musk-owned Twitter. After building up more than 9 percent in stock, Musk offered to buy Twitter in a deal valued at roughly $43 bn. In response, Twitter adopted a limited…
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Google parent to face votes on board selection policies
Investor interest in board composition increasing Cryptocurrency platform Crypto.com has hired former regulator Duncan DeVille as executive vice president for compliance in the Americas and global head of financial crimes compliance (FCC). In his role, DeVille is responsible for continuing to build Crypto.com’s compliance program across the Americas, including the maintenance of program documentation, managing regulatory examinations and executing its internal controls program. DeVille also oversees Crypto.com’s global anti-money-laundering, sanctions, counter-financing of terrorism, consumer protection and anti-corruption efforts. He is based in Denver, Colorado and reports to chief compliance officer Antonio Alvarez. DeVille was most recently global head of FCC…
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Crypto.com hires former regulator to head compliance in Americas
Duncan DeVille has spent time with FinCEN and as a prosecutor Shareholders in Google parent company Alphabet will vote at its June 1 AGM on two proposals addressing policies for selecting new directors amid growing investor interest in board diversity. The SEC recently rejected a request from Alphabet for no-action relief if it excludes a proposal asking that the company report each year on its ‘policies and practices to help ensure its elected board of directors attains racial and gender representation that is better aligned with the demographics of its customers and/or regions in which it operates.’ Arjuna Capital, which…
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Silicon Valley’s Cepton hires first general counsel
Paul Anawalt was most recently senior counsel at Intel Corporation Nasdaq-listed Cepton has hired Paul Anawalt to fill the newly created position of general counsel. Anawalt was most recently senior counsel at Intel Corporation where, according to his LinkedIn profile, he spent almost eight years. His profile states that he previously had spells in senior in-house counsel positions with VMware, BigBand Networks and Magma Design Automation. His experience includes advising companies on strategy, technology transactions, intellectual property, securities and M&A matters. Earlier in his career, Anawalt worked at the law firms Wilson Sonsini Goodrich & Rosati and Latham & Watkins.…
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Hertz finds successor to retiring general counsel
Colleen Batcheler is joining next month from Conagra Brands The Council of Institutional Investors (CII) has welcomed a proposed SEC measure designed to help shareholders engage with portfolio companies without falling foul of regulatory hurdles – but says clarifications are needed. Specifically, CII is pleased with new Rule 13d-6(c), which would spell out the circumstances under which two or more persons may communicate and consult with one another and engage with a company without being treated as a group that must comply with beneficial ownership reporting obligations. The measure is part of the SEC’s proposed rule amendments governing beneficial ownership…
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CII says beneficial ownership proposal can aid engagement
Group hopes measure would avoid chilling communications between investors and with companies Vehicle rental company Hertz has recruited Colleen Batcheler to become executive vice president, general counsel and secretary, effective May 20. In her new role, Batcheler will lead Hertz’s global governance function, which includes legal, compliance and government affairs. She will succeed Dave Galainena, who is retiring. He has held the role of executive vice president, general counsel and secretary for the past three years, and will continue with the company through June 30 to help with the transition. Before joining Hertz, Galainena was in private practice as a…
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How changing beneficial ownership reporting may impact activism
Alexandra Layfield and Rachel Solino look at the potential effects of the SEC’s proposed rule changes The SEC in February proposed amendments to Regulation 13D-G to modernize beneficial ownership reporting requirements. Adoption of the amendments as proposed will accelerate the timing – and expand the scope – of knowledge of certain activist activities. The deadline for comments on the proposed rules was April 11 and final rules are expected to be released later this year. The current reporting timeline creates an asymmetry of information between beneficial owners on the one hand and other stockholders and issuers on the other. The…
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Time to separate the G from ESG, SquareWell Partners argues
Firm says environmental and social issues not on same footing as governance ‘Governance should be viewed as the means of facing environmental and social risks and opportunities – not as an isolated element.’ That’s according to a recent note published by SquareWell Partners, in which the shareholder advisory firm argues that governance needs to be ‘put back in the spotlight’ as ESG has become increasingly synonymous with sustainability. In response to MSCI’s recent 2022 ESG trends to watch report, which states that climate change has overtaken corporate governance as the most pressing ESG issue commanding investors’ attention, SquareWell says ‘this…
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How to prepare for mandatory climate change disclosure
David Lynn outlines steps boards and management should take before the SEC finalizes its landmark rule changes The SEC last month proposed rule changes that would require companies to include in certain regulatory filings quantitative and qualitative information about climate change. The proposals are wide ranging and, if they’re adopted, companies would be required to develop, gather and disclose a significant amount of information. Although the SEC is soliciting comments and it may take several months for the commission to consider the feedback before adopting final rules, companies and their boards should begin preparing for the possibility that the changes…
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The week in GRC: Shopify seeks approval to protect CEO voting power and M&A insurance market cools
This week’s governance, compliance and risk-management stories from around the web – The Wall Street Journal (paywall) reported that Twitter CEO Parag Agrawal said Elon Musk decided not to join the company’s board of directors. Agrawal said in a message posted to Twitter that he and the board were excited about collaborating with Musk and believed having him as a fiduciary of the company, where he ‘has to act in the best interests of the company and all our shareholders, was the best path forward.’ Agrawal didn’t provide a reason for Musk’s decision. ‘I believe this is for the best,’…