Key Governance Developments - November 2024
News Corp investors challenging dual-class share structure stymied by founding family’s votes
Shareholders in News Corporation, the global media group founded and still dominated by Rupert Murdoch, have rejected a proposal by activist hedge fund manager Starboard Value that sought to reduce the Murdoch family's grip on the company by ending its dual-class voting structure. The non-binding shareholder resolution failed to secure the votes needed for approval at last week's annual general meeting, despite support from proxy advisor firms and other investors who say good corporate governance requires that shares should enjoy equal voting rights. The Murdoch family controls 41% of News Corp's voting rights, even though its members' combined economic stake is just 14%, sufficient to outweigh the majority of shareholders who backed abolishing the dual share class structure.

Best source: Reuters (subscription required)


US prosecutors charge billionaire Indian businessman and Narendra Modi ally Gautam Adani with bribery
New York prosecutors have charged Gautam Adani, billionaire founder of India's Adani Group and a close ally of the country's prime minister Narendra Modi, along with several other executives with bribing Indian officials to obtain government solar power contracts at above-market rates. The $250m bribery scheme alleged to have taken place between 2020 and this year sought to secure deals worth around $2bn in profit for group subsidiaries Adani Green and Azure Power, and involved senior executives of Adani Group energy companies as well as three former employees of Canadian pension fund manager Caisse de Dépôt et Placement du Québec. The charges, which also allege fraud in US fundraising, have reignited scrutiny of Adani following allegations last year of accounting fraud and stock market manipulation by short-seller Hindenburg Research. Adani is India's second richest individual with a fortune most recently estimated at $116bn.
Best source: The Hiindu
See also: Indian Express
See also: Wall Street Journal (subscription required)
See also: CNBC

Barclays abandons appeal against £40m fine for breach of transparency rules over 2008 fundraising
Barclays has abandoned its appeal against a £40m fine from the UK Financial Conduct Authority for breaking listing laws during emergency fundraising amounting to £11.8bn to stave off nationalisation in 2008. The regulator imposed the fine in 2022, saying the bank failed to disclose that it paid larger fees to Qatari investors who provided the bulk of the fresh capital than to others. The FCA's investigation began in 2013, but it has been repeatedly delayed by criminal proceedings by the Serious Fraud Office, which ultimately saw all defendants acquitted, including former members of the bank's executive team. The bank has now decided to pay the fine rather than pursue an Upper Tribunal hearing.
Best source: Finance Magnates
See also: Sky News

UK High Court finds London Capital & Finance CEO and four others liable for investors’ mini-bond losses
The UK High Court has found five individuals linked to London Capital & Finance liable for damages in a civil case brought by the company's administrators, ruling that they knowingly committed fraudulent conduct and that the firm, which collapsed in 2019, was a Ponzi scheme. The court decided that Michael Thomson, former CEO of the investment firm, and Spencer Golding, a shareholder in London Capital & Finance-linked companies, were liable for breaches of their duties as directors, while three other individuals, Paul Careless, John Russell-Murphy and Robert Sedgwick, dishonestly assisted them. The firm's mini-bonds attracted £237m from 11,600 investors, and the administrators say the ruling has paved the way for substantial compensation payments.
Best source: Reuters (subscription required)

More than half of EU member states have not yet transposed the Corporate Sustainability Reporting Directive into law
Austria, Belgium, Germany, Greece, Portugal, Ireland and 11 other EU member states have not yet adopted the Corporate Sustainability Reporting Directive into national law. The European Commission opened infringement procedures against the states in September for missing the transposition deadline of July 6, and lawyers and consultants warn that the directive may not be fully effective if sustainability reporting is not harmonised across the EU. Countries including Austria, Belgium and Malta have not even launched consultations on the drafting of national legislation.
Best source: Sustainable Views (free registration)


US companies step up ESG reporting despite political pressure from Republicans
Listed US companies have increased their ESG reporting, with many now including environmental and social risk factors in their mandatory 10K annual filings, despite pressure not to do so from Republican politicians. Although some companies have reduced their ESG reporting, 85% of large listed companies disclosed their greenhouse gas emissions as of the end of last year, up from 54% in 2019. A&O Shearman partner Ken Rivlin says US company boards are also responding to the reporting standards set out by the EU's Corporate Sustainability Reporting Directive.
Best source: Reuters (free registration)

BBVA training senior executives in use of generative artificial intelligence
Spanish bank BBVA is to launch a programme that will train executives how to use generative artificial intelligence to improve productivity. Launched in partnership with the University of Navarra, the course will be taken by BBVA's 150 most senior managers and focus on how new AI models can improve strategic decision-making as well as daily operations. The bank has recently doubled the number of staff working on AI to more than 400, and opened new R&D centres in Mexico and Turkey.
Best source: Fintech Finance

Singapore wealth fund and Canadian pension fund may back $1.8bn private equity continuation fund
Singapore's sovereign wealth fund GIC and the Canada Pension Plan Investment Board are considering whether to back a proposal by Boston-based growth fund manager PSG Equity to shift US$1.8bn in private equity assets from existing funds it manages to a new fund. If agreed, the shifting of assets will be one of the largest ever to a continuation fund in a trend that is becoming common as higher interest rates lower the future cash flows and valuations that private equity firms can expect on their existing investments.
Best source: Edge Singapore

FCA notifies disgraced hedge fund manager Crispin Odey of action over alleged interference with firm’s disciplinary process
The UK's Financial Conduct Authority has warned former hedge fund manager Crispin Odey that it will take disciplinary action against him for failing to act with integrity between December 2021 and November 2022, when he frustrated efforts by other executives at Odey Asset Management to hold a disciplinary hearing over allegations of sexual harassment against him. The FCA says Odey demonstrated a reckless disregard for governance at the firm, causing it to breach regulatory requirements.
Best source: The Guardian

Malaysia court rules former premier must enter defence on multiple 1MDB money laundering charges
Malaysia's high court has ruled that former prime minister Najib Razak must enter a defence to 21 money laundering charges relating to embezzlement a decade ago from state development fund 1MDB. Najib received transfers totalling $681m between 2011 and 2014, which he claimed came as a gift from the former governor of Saudi Arabia's Madinah province, Abdulaziz Majid Al Saud, in recognition of the former premier's contribution to the Islamic world. He subsequently claimed to have returned $620m to the donor through Tanore Finance, a company owned by Eric Tan Kim Loong, an associate of the fraud's main perpetrator Jho Low. The judge overseeing the case says it could reasonably be inferred that by receiving, using and transferring the money, Najib had knowledge that the money was from illegal activities. He also faces four charges of abusing his position as prime minister, finance minister and 1MDB advisory board chairman, receiving a total of MYR2.27bn.
Best source: Yahoo! News
See also: Straits Times
See also: Edge Malaysia


 Powered by



Minute-taking is an art form
ILA Trainer portrait #1: Philip Davis, Effective Minute Taking.