Allergan & Darden cases highlight missing shareholder protections in the US

The Listing Rules of the UK Listing Authority have for many years included a requirement for shareholder approval of significant transactions. Whether or not a transaction is considered “significant” is set out in the Class Tests, defined in the Listing Rules.… Read the rest

UK Governance Code Moves On

After what has probably been the most exhausting proxy season for investors and issuers alike, the regulatory momentum shows no sign of easing. The new UK Corporate Governance Code goes live for all companies reporting to shareholders on or after 1 October 2014.… Read the rest

A poison pill by any other name would taste as bitter

Or: “one person’s economic stimulus might be another’s entrenchment opportunity”.

On 25 June 2014, as part of its ongoing recovery plan, the  Italian Government adopted Law Decree no. 91/2014 the so-called “Development Decree” or “DECRETO sviluppo imprese”. Like the USA’s “Jump-start our Business Startups Act” (JOBS Act), the Decree is intended to stimulate enterprise and non-banking investment.… Read the rest

So, how DID Marks & Spencer gain £145 million from sustainable business?

This week’s guest post comes from Tobias Webb of the Innovation Forum and first appeared in Toby’s blog, The Smarter Business Blog (in theory)

If you are familiar with the concepts of sustainable business (actually it should be “more sustainable”) and corporate responsibility then you will be familiar with iconic British-based brand Marks & Spencer.… Read the rest

Top 100 Exec Pay Goes Down  – and Up!


The Manifest – MM&K Annual Survey of Executive Pay shows that the Shareholder Spring has clearly had an effect on remuneration committee thinking. This has been galvanized by regulatory intervention to reinforce investors actions. However, the single figure “accounting for pay” approach has created more uncertainty for shareholders. Read the rest

SEC: No proxy for proxies

The SEC this week weighed into the proxy advisor debate with Staff Legal Bulletin 20, which provides information on  the proxy voting responsibilities of investment advisers (i.e. professional investors) as well as clarification on the exemptions from federal regulation which apply to proxy advisory firms.… Read the rest

Guest post: Is it time for sustainability communication consultants to take a vow of silence?

by Dr Rory Sullivan

A huge industry has grown up on how companies can integrate sustainability into their communications with their investors.

Many consulting firms and other organisations now offer advice on how to demonstrate organisational commitment to sustainability, on how to report, and on how to communicate effectively with investors.… Read the rest

Canada weighs in proxy analysts, more missing of “the point”

April is probably not the ideal month to launch a consultation for anyone involved in corporate governance, nevertheless the Canadian Securities Administrators (CSA) issued a call for comment on its proposed  best practice guidance for the proxy research industry. The consultation was scheduled to close on June 23rd,  however following representation from stakeholders, the CSA has granted a one month extensionRead the rest

Australian shareholders ask for easier resolution procedures

The Australian federal government has mooted a draft bill which, if it succeeds, will remove the right of a 100 shareholders to call an extraordinary general meeting (EGM).

According to the announcement from Mathias Cormann, acting assistant treasurer, the draft bill contains proposed changes to the Australian corporations act that are aimed at removing “unnecessary regulation and clarify existing regulatory obligations.”

The key proposals of the Bill will, if passed have the following impact on quoted companies:

  • remove the obligation to hold a general meeting on the request of 100 shareholders;
  • require companies to include a general description of their remuneration governance framework, to the extent that it is not included elsewhere in the annual report;
  • remove the requirement to disclose the value of options granted to key management personnel, replacing it with a requirement to disclose the number of lapsed options and the year in which they were granted;
  • relieve certain disclosing entities from the obligation to prepare a remuneration report;
  • make amendments to the test for payment of dividends;
  • improve the efficiency of the Takeovers Panel, by allowing the Panel to perform Panel functions while overseas;
  • clarify the ability of directors to vary their financial year by up to 7 days, regardless of the length of previous years.
Read the rest

FRC asks for more engagement; proceed with caution


As we tweeted last week it’s AGM season, so that means it’s time for more consultations. Consultations are generally a good thing, even if the timing is a little inconvenient for shareholders. This article takes a look at the key takeaways from the UK’s latest consultation but then poses some tricky questions about the evolving nature of shareholder/corporate relations in light of Barclay’s tumultuous AGM.… Read the rest

Canada proposes guidance, not regulation, for proxy analysts

Canadian Securities Administrators (CSA), the umbrella organisation for Canada’s mosaic of markets regulators, is seeking feedback on its proposals for a policy on proxy advisory firms. “National Policy 25-201 Guidance for Proxy Advisory Firms” is the result of its 2012 consultation paper which looked at possible issues with the shareholder voting research industry.… Read the rest

EU Shareholder Rights Directive Part II

The European Commission has published its formal proposal for the much-leaked update to the 2007 Shareholder’s Rights Directive. It forms a part of the “road map” for the Commission’s 2012 company law and corporate governance action plan which is aimed at “enhancing transparency and engaging shareholders”.… Read the rest