Wall Street Journal (May 4)
“Companies will need to jump through more hoops to buy back their stock.” A new rule adopted by the SEC will require “more disclosure from public companies about share repurchases starting in the fourth quarter,” including daily data on buybacks, whether directors or officers sold shares within four days of a buyback, and the rationale for the buyback. The SEC believes this will “make it easier for analysts to compare the timing of buybacks and insider trades, or to identify buybacks designed to boost executive compensation or earnings per share.”
Tags: Analysts, Buybacks, Directors, Disclosure, EPS, Executive compensation, Hoops, Insider trades, Officers, Public companies, Q4, Rationale, SEC, Share repurchases, Stock, Timing
Financial Times (November 21)
“We’ve been sceptical of the asset management craze for ESG…. So it’s only fair that we highlight some intriguing work that shows that just maybe some of all this is actually having a clear, measurable and positive impact.” Female representation on U.S. corporate boards remains low, but “grew by over 50 per cent in 2016-19, going from a pretty pathetic 13.1 per cent of directors to a still-bad-but-much better 19.7 per cent.” Some attribute “this to the role played by the passive investment industry’s ‘Big Three’ — BlackRock, Vanguard and State Street — which started to very publicly make a lot of noise about this issue a few years back.”
Tags: “Big Three”, 2016-19, Asset management, BlackRock, Corporate boards, Craze, Directors, ESG, Female representation, Measurable, Passive investment, Positive impact, Sceptical, State Street, U.S., Vanguard
Financial Times (May 28)
ExxonMobil’s annual general meeting should be “a wake-up call for other executives with a bunker mentality.” Engine No 1, an obscure hedge fund, got shareholders to elect two directors by focusing on economics, not ethics, arguing that “Exxon has been so slow to recognize the need for a transition away from fossil fuel that its revenues will crumble, destroying investor capital.” Today’s activists “are not just trying to save the world; they are also trying to save their own portfolios in a world where regulators are enforcing green standards.”
Tags: Activists, AGM, Bunker mentality, Capital, Directors, Economics, Engine No 1, Ethics, ExxonMobil, Fossil fuel, Hedge-fund, Investor, Portfolios, Revenues, Shareholders, Transition, Wake-up
New York Times (March 1)
Four decades of private equity “financial bonanza” may be coming to an end after Judge Jed Rakoff ruled that “the former directors and officers of Jones Group could be held liable for approving the [highly leveraged] sale of the company, since it later went bankrupt.” Going forward, “officers and directors had better think twice before agreeing to sell a company to a buyout firm. What had for decades been considered a virtue — selling a company for a market-clearing price to the benefit of existing shareholders — might have become a vice.”
Tags: Bankrupt, Buyout firm, Directors, Financial bonanza, Jones Group, Leveraged, Liable, Market clearing, Officers, Private equity, Rakoff, Sell, Shareholders, Vice, Virtue
The Street (December 1)
To promote diversity and better governance, Nasdaq has proposed new rules that “would require companies to appoint at least two diverse directors on their boards or explain their rationale for not meeting that objective.” Before submitting its proposal to the SEC, Nasdaq analyzed over “two dozen studies that found an association between diverse boards and better financial performance and corporate governance.”
Tags: Boards, Directors, Diversity, Explain, Governance, Nasdaq, Performance, Rationale, Rules, SEC
Financial Times (December 2)
“Investors are becoming increasingly concerned about how climate risks will impact their portfolios.” TCI, one activist hedge fund, “has warned Airbus, Moody’s, Charter Communications and other companies to improve their pollution disclosure or it will vote against their directors and called for asset owners to fire fund managers that did not insist on climate transparency.”
Tags: Activist, Airbus, Asset owners, Charter, Climate risks, Directors, Disclosure, Fund managers, Hedge-fund, Impact, Investors, Moody's, Pollution, Portfolios, TCI, Vote
Boston Globe (May 18)
“Some complain that the annual shareholder meeting is a vestige of the old days, a tradition whose time has expired in the era of Skype and webcasts. Others insist it’s the last remaining forum for individual investors in publicly traded companies to sit in the same room as a business’s executives and directors.” Despite the efficiencies, “only about 200 out of 10,000 publicly traded US companies hold so-called virtual stockholder meetings.”
Tags: Complain, Directors, Executives, Individual investors, Shareholder meeting, Skype, Tradition, Virtual stockholder meetings, Webcasts
Financial Times (August 15)
“US boardrooms are older, more male and filled with longer-serving directors than their European counterparts…. Directors of large and midsize US companies are four years older, on average, than European directors and almost twice as likely to be over the age of 65.”
Wall Street Journal (March 23)
“A majority of the board has been in place for at least 10 years” at nearly a quarter of the largest companies in America. This is prompting investor concerns. “Long-tenured directors can offer companies institutional memory and deep insight into company operations across a variety of economic and competitive environments…. Yet some investors worry that longtime board members may grow too close to the companies and management teams they are supposed to oversee, and lack the critical eye and fresh ideas that newer directors likely bring.”
Tags: Board, Concerns, Critical eye, Directors, Fresh ideas, Insight, Institutional memory, Investors, Management, Operations, U.S.
The Economist (February 13)
Japan’s corporate-governance code emphasizes “shareholder rights and the duty of outside board directors to promote them.” This means Sharp’s external directors will fear “being sued by shareholders if they opted for the INCJ’s much lower bid,” perhaps more than they fear pressure from METI and others to favor the Japanese bid. A deal with “Foxconn would show that Japan is changing its attitude to outsiders. One reason it may come off is that as a failing firm, Sharp matters less for national pride. A foreign takeover of a more successful firm would be different.”
Tags: Corporate governance, Directors, Foxconn, INCJ, Japan, METI, Shareholder rights, Sharp
