The week in GRC: BlackRock, State Street and Vanguard lawsuit advances to discovery as Tesla approves Musk’s bumper pay package

This week’s governance, compliance and risk-management stories from around the web

—Earlier this week, Tesla issued 96 million new shares to CEO Elon Musk, valued at around $29 bn. The issuance comes as the company tries to keep the entrepreneur happy and focused on the business, amid his recent political activities.

‘While we recognize Elon’s business ventures, interests and other potential demands on his time and attention are extensive and wide-ranging … we are confident that this award will incentivize Elon to remain at Tesla,’ the special committee wrote in an SEC filing.

As reported by Reuters (paywall), in 2024 a Delaware court voided Musk’s 2018 compensation package valued at around $50 bn on the grounds that Telsa’s board approval process was ‘flawed’ and unfair to shareholders.

The new pay package also includes a requirement for Musk to serve continuously in a senior leadership role at Tesla during the two-year vesting term as well as a pledging allowance to cover tax payments or the purchase price.

—Activist investor Starboard Value has built a 9.3 percent stake in Rogers and plans to request another round of changes at the company to boost shares, according to The Wall Street Journal (paywall).

In 2023 Starboard acquired a sizeable stake in Rogers saying that shares in the materials company, at the time of purchase, were undervalued and represented an attractive investment opportunity.

At the same time, Starboard sought seats on the company’s board to usher in changes, to which Rogers quickly responded by adding two new independent directors.

Rogers, which makes materials used in cars, personal electronics and other industrial applications, has a market value of approximately $1.3 bn.

The company’s shares have fallen by over 30 percent so far this year, driven in part by weaker than expected demand for electric vehicles, potentially making it a prime takeover target.

—BP is set to report on the progress of its $5 bn cost-cutting program this week as activist investor Elliott Management applies more pressure on the energy company to curb its operational costs.

As reported by The FT (paywall), Elliott wants BP’s CEO Murray Auchincloss to add another $5 bn of cost savings to the $4 bn to $5 bn already announced in February. The activist investor expects Auchincloss to reach this target by 2027.

Elliot says it has ‘identified tens of thousands of BP support staff globally’ as an example of the company’s high-cost base, according to one person familiar with Elliott’s views.

—Italy’s competition authority (AGCM) has fined fast fashion retailer Shein €1 mn ($1.16 mn) for greenwashing the details of some of its products.

Specifically, the regulator claims that the company made ‘misleading or omissive’ environmental claims about its clothing. AGCM also said that the environmental sustainability and social responsibility messages on Shein’s website were ‘vague, generic and/or overly emphatic’, according to The Guardian.

The regulator is referring to its evoluSHEIN roadmap on its website which outlined three pillars: equitable empowerment (people), collective resilience (planet) and waste-less innovation (process).

‘The well-known brand, operating in the “fast” and “superfast fashion” sectors, adopted a misleading communication strategy regarding the characteristics and environmental impact of its clothing products,’ said AGCM.

—Earlier this week, US Republican senator Tom Cottonsent a letter to Intel’s chairman of the board Frank Yeary questioning the company’s new CEO Lip-Bu Tan’s connections to Chinese firms as well as his recent criminal case with his former company Cadence Design.

Tan expressed concern about the ‘security and integrity’ the company’s operations as well as the potential impact on US national security, as reported by Reuters.

He went on to ask if Yeary was aware of the subpoenas sent to Cadence during Tan’s time there as CEO before joining Intel and what steps have been taken to address these concerns.

‘Intel is required to be a responsible steward of American taxpayer dollars and to comply with applicable security regulations,’ Cotton wrote. ‘Tan’s associations raise questions about Intel’s ability to fulfill these obligations.’

President Trump escalated these claims, by calling for the immediate resignation of Tan, calling him ‘highly conflicted’ due to his ties to Chinese firms.

‘The CEO of INTEL is highly CONFLICTED and must resign, immediately. There is no other solution to this problem,’ Trump said in a post on Truth Social.

In response, Tan published a statement on the Intel website, saying: ‘My reputation has been built on trust – on doing what I say I’ll do and doing it the right way… this is the same way I am leading Intel. We are engaging with the Administration to address the matters that have been raised and ensure they have the facts.’

—Texas Attorney General Ken Paxton has advanced his case against BlackRock, State Street and Vanguard after a motion to dismiss the lawsuit were denied by a Federal Court inTyler, Texas.

The suit was filed in November by Paxton against the three asset managers claiming that they used their combined influence over the market to pressure companies to accommodate green energy goals by halving coal output by 2030.

‘BlackRock, State Street and Vanguard – three of the most powerful financial corporations in the world – created an investment cartel to illegally control national energy markets and squeeze more money out of hardworking Americans,’ said Paxton in a statement.

With the court’s ruling, the case will now proceed to discovery, where documents will be exchanged and depositions will be taken. No date has been set for discovery.

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