Shareholders Archive

Jun 26, 2020
Short-sellers need more transparency, says former SEC commissioner
Former SEC commissioner Robert Jackson says he is troubled by the ‘increasing evidence of manipulation through short-selling’, and calls on his former colleagues at the SEC to consider a proposal for greater transparency for short-sellers. Speaking earlier this week at Fraud Fest – an event organized by UC Berkeley School of Law – Jackson acknowledged that short-sellers cause animated debate, which can cloud decisions about how they should be treated by regu...
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Jun 25, 2020
Two thirds of investors open to working with activists
Almost two thirds of investors say they are open to talking to activist investors about a company they have a position in, according to recent research from Corporate Secretary sister publication IR Magazine. Although many companies continue to experience volatile share prices and balance sheet concerns – with a significant increase in the number of companies adopting poison pills this year – investors are more likely to support an activist campaign now...
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Jun 24, 2020
More proposals reaching AGM votes this proxy season
The 2020 proxy season has been unusual for many reasons, not least because hundreds of companies have switched to virtual AGMs as a result of the Covid-19 pandemic. Now, preliminary data suggests there has been a reversion against a trend noted by investors and governance professionals in recent years: what had been a growing number of shareholder proposals withdrawn as a result of successful negotiations with companies. According to Georgeson, roughly 62 percent of...
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Jun 10, 2020
Investor groups ponder further action on racial inequality
A number of socially responsible investors across America are in active discussions about how they can further support the movement to address racial inequality, in light of recent protests around the world. Investors interviewed for this article pointed to three main areas where engagement and proposal-filing activity has been channeled in the past: improving corporate diversity and inclusion programs and reporting, addressing concerns with government or police con...
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May 21, 2020
XPO Logistics shareholders reject exec comp proposals
Shareholders in XPO Logistics last week rejected proposals including two that would have linked executive compensation at the company to either ESG metrics or efforts to stop sexual harassment – but voting also indicated a level of opposition to the company’s overall executive compensation. As with hundreds of other companies, XPO Logistics held its May 14 AGM in a virtual format due to the public health concerns arising from the Covid-19 pandemic. If approved, ...
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May 15, 2020
How boards can protect against Covid-19-related shareholder claims
As companies implement new processes and procedures in an effort to operate safely in a pandemic-stricken world, opportunistic shareholder plaintiffs are likely to use health and safety incidents affecting employees, customers, suppliers or other stakeholders – along with other business disruptions – as the basis to bring claims. Those plaintiffs may pursue such claims in relation to a director’s duty to monitor. Directors in Delaware are required to make a go...
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May 14, 2020
Considering poison pills as corporate vaccines amid Covid-19
The US economy is not immune to the Covid-19 pandemic. Increased market volatility, lower stock prices, the reluctance of shareholders to endorse short-term goals of shareholder activists and higher scrutiny from advisory firms have created an environment that is expected to lead to an increase in hostile takeovers yet again. In advance of the potential resurgence of unsolicited takeover attempts, boards should consider the defense mechanisms available to them and r...
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Apr 13, 2020
How boards can evaluate stock buybacks during Covid-19 crisis
The Tax Cuts and Jobs Act of 2017 sparked an unprecedented increase in corporate stock buyback programs as companies sought to use their newly realized cash savings from reduced corporate tax rates to increase stockholder value. A little more than two years since the passage of that legislation, companies are facing another unprecedented event with the Covid-19 pandemic, which will have a much different and more significant impact on their businesses and balance sheets....
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