• Lazard released its Quarterly Review of Shareholder Activism – Q1 2022: https://www.lazard.com/perspective/lazards-quarterly-review-of-shareholder-activism-q1-2022/. "Key observations from Q1 2022 report include: 1) 73 new campaigns launched globally in Q1 marks the busiest quarter on record and, when combined with Q4, the busiest six-month period for activism since 2018; 2) The U.S. continues to account for the largest share of global activity, representing 60% of new campaigns and 55% of capital deployed; 3) Europe registered 15 new campaigns in Q1, representing a 50% jump in activity compared to Q1 2021; however, activity has declined following the onset of the Ukraine crisis, particularly from non-European activists; agitation may have pivoted to behind-the-scenes pressure rather than public campaigns; 4) Q1 activity in APAC accelerated, accounting for 16% of new campaigns vs. 2021’s recent low of 11%; 5) 38 Board seats were won by activists in Q1 2022 and Board change was an objective in ~40% of all new campaigns initiated; 6) 85 seats remain “in play” heading into Q2, including notable potential contests at Kohl’s (10 seats), Southwest Gas (10 seats), U.S. Foods (5 seats) and Hasbro (5 seats)."
• The Financial Times reports that Investors push Nestlé and Kraft Heinz to set new health targets: https://www.ft.com/content/545651c2-c408-4cad-b724-698ed896ee89. “Shareholders seek action from various food multinationals on nutrition and obesity after victory at Unilever.” See the ShareAction announcement here: https://shareaction.org/news/investors-call-on-major-food-manufacturers-to-follow-unilevers-moves-on-health-nutrition.      
• Robeco writes about how Investors to be stricter on ESG during AGM season: https://www.robeco.com/en/insights/2022/03/investors-to-be-stricter-on-esg-during-agm-season.html. “The climate transition and social condition will be key issues during the AGM season – and companies cannot expect an easy ride. That’s the outlook from Robeco’s corporate governance team, which expects to vote at over 5,000 meetings from now until the early summer.”
• The Financial Times explains Why some of the most feared activist investors are no longer so hostile: https://www.ft.com/content/49a48d65-8267-4630-8b06-e8d433a7a7a3. “Prominent veterans of Wall St proxy battles are taking a more low-key approach” 
• Bloomberg reports that SEC to force Wendy’s Shareholder Vote on Treatment of Pigs: https://www.bloomberg.com/news/articles/2022-03-17/sec-to-force-wendy-s-shareholder-vote-on-treatment-of-pigs. “The Securities and Exchange Commission directed Wendy’s Co. to include a shareholder proposal in its proxy materials that could force the company to disclose the use of gestation crates in its pork supply chain.”
• The Guardian reports that Rio Tinto investors vote against financial statements in climate protest: https://www.theguardian.com/business/2022/apr/09/rio-tinto-investors-vote-against-financial-statements-in-climate-protest. “Mining giant accused of failing to disclose key material about how it would transition to a zero-carbon economy”
• The Financial Times reports that New York State pension fund urges bank shareholders to back climate resolutions: https://www.ft.com/content/acb01465-4305-4bea-b5a2-499f93707267. “Proposals call on lenders to align fossil fuel financing policies with net zero emissions target.” 
• The Financial Times argues that Nagging is still the best way to make boards more active: https://www.ft.com/content/bc747c56-5d5b-4291-adbf-f6937a71f6c0 “Retail investors continue to have few means of effectively demanding any change”
• MarketWatch reports that CalPERS backs Berkshire shareholder measure to remove Warren Buffett as chairman: https://www.marketwatch.com/story/calpers-backs-berkshire-shareholder-measure-to-remove-warren-buffett-as-chairman-11650420374 “Influential pension fund also backs proposal for Berkshire to report its climate impact”
• The Financial Times reports that Elon Musk blazes trail for new-model investor activism: https://www.ft.com/content/6e3a56e1-e3aa-4f13-82f6-4217a16fbf55. “Underperforming companies are vulnerable to increasing pressure”
• Reuters reports that Bank shareholder proposals to curb new fossil fuel lending get slim support: https://www.reuters.com/business/sustainable-business/bank-shareholder-proposals-curb-new-fossil-fuel-lending-get-slim-support-2022-04-26/. “Shareholder proposals asking banks to take stronger action on climate change by ending new fossil fuel financing activities failed to get much support at investor meetings on Tuesday. Investors at Citigroup and Bank of America gave little backing to proposals essentially asking the banks to stop financing new fossil fuel supplies, with less than 13% of shares at Citi and less than 11% of shares at Bank of America cast in support of the proposals, according to preliminary tallies given by bank leaders.” 

• Responsible Investor reports Climate Action 100+ reveals ‘disappointing’ results in update to company commitment tracker: https://www.responsible-investor.com/climate-action-100-reveals-disappointing-results-in-update-to-company-commitment-tracker/. “Almost 70% of targeted companies have committed to net zero, but the majority lack credible decarbonisation plans.” See here for the Climate Action 100+ press release: https://www.climateaction100.org/news/climate-action-100-net-zero-company-benchmark-shows-an-increase-in-company-net-zero-commitments-but-much-more-urgent-action-is-needed-to-align-with-a-1-5c-future/  
• The Partnership for Carbon Accounting Financials (PCAF) has welcomed 250th signatory, growing global participation fourfold in three years: https://carbonaccountingfinancials.com/newsitem/pcaf-welcomes-250th-signatory-growing-global-participation-fourfold-in-three-years. “PCAF welcomed today the commitment of BNP Paribas to measure and disclose financed emissions using the PCAF Global GHG Accounting and Reporting Standard for Financial Industry. BNP Paribas’ commitment marks a significant achievement for PCAF: the industry-led initiative has surpassed its goal of reaching 250 signatories by year-end 2022 with almost nine months to spare.”
• The IFRS Foundation reports that ISSB delivers proposals that create comprehensive global baseline of sustainability disclosures: https://www.ifrs.org/news-and-events/news/2022/03/issb-delivers-proposals-that-create-comprehensive-global-baseline-of-sustainability-disclosures/. “The International Sustainability Standards Board (ISSB), established at COP26 to develop a comprehensive global baseline of sustainability disclosures for the capital markets, today launched a consultation on its first two proposed standards. One sets out general sustainability-related disclosure requirements and the other specifies climate-related disclosure requirements.”
• ESGClarity has published a post by J.P. Morgan’s Yo Takatsuki entitled A shift in climate change-related voting: https://esgclarity.com/a-shift-in-climate-change-related-voting/. “The planet’s temperature is rising. The same could be said for this upcoming proxy voting season, too, with several heated developments at play that will have implications for the low carbon transition and beyond.”
• The Financial Times argues that ESG is a category error that needs unbundling: https://www.ft.com/content/c8b11672-4847-44ae-b132-788cb2383a2c. “The acronym jams together disparate and sometimes contradictory objectives”
• AsianInvestors reports that ESG investors strive for better social metrics: https://www.asianinvestor.net/article/esg-investors-strive-for-better-social-metrics/477332or. “Investment managers rarely had to address social sustainability issues in the past. The S has taken longer than the E of ESG to reach the investment mainstream. In fact, only in the last decade have companies started to report their social metrics consistently. ‘One reason is probably that social issues span a rather broad spectrum of factors: from consumer rights and product safety to worker rights and worker safety, including child labour and slave labour; to the wider community including inequality, social inclusion and financial inclusion issues, and finally political and geopolitical issues ranging from human rights to conflict minerals, bribery and corruption,’ Markus Mueller, global head of the chief investment office for Deutsche Bank International Private Bank, told Asian Investor. ‘So far the middle initial of ESG investing has been neglected to the point where it has become the ugly duckling of the investment world,’ he said.” 

• The Economist argues that The push for shareholder democracy should be accelerated: https://www.economist.com/leaders/2022/04/23/the-push-for-shareholder-democracy-should-be-accelerated. “It is still too hard for small shareholders to be heard”. Additionally, they report that Annual meetings are the new frontline in the battle over corporate purpose: https://www.economist.com/business/annual-meetings-are-the-new-frontline-in-the-battle-over-corporate-purpose/21808834. “Climate, race and inequality are on the agenda.”
• Harvard Law School Forum on Corporate Governance has published a post entitled Five Questions Boards Should Ask About the War in Ukraine: https://corpgov.law.harvard.edu/2022/04/05/five-questions-boards-should-ask-about-the-war-in-ukraine/. “While still recovering from the disruptions of the global pandemic, many companies find themselves grappling with a new and, for the most part, unanticipated emergency. Russia’s invasion of Ukraine requires business leaders to remain in crisis-management mode. Many commentators suggest that what we are witnessing is only the beginning of a new, precarious period of reconfiguration of the world order, with unclear economic and political implications. Whether or not it is true, at this stage of the crisis the main role of the board is to exercise oversight by asking probing questions to ensure the company is planning for multiple scenarios, reducing uncertainty, and adapting its business strategy.”
• The Financial Times reports that Chief executives of mRNA vaccine groups earned $100mn in pandemic pay: https://www.ft.com/content/dc823d0e-9871-4c71-8651-377d0dac9d77. “Remuneration at the three big jab makers reflects surge in value of share options.”
• Financial News reports on Why retail investors piling into AGMs could turn into a ‘nightmare’ for companies: https://www.fnlondon.com/articles/why-retail-investors-piling-into-agm-voting-season-could-become-a-bit-of-a-nightmare-20220414 “Hybrid AGMs, which emerged during lockdown, mean it is now easier for retail investors to participate”  
• The Financial Times argues that Investors’ voices are missing in corporate flight from Russia: https://www.ft.com/content/c890322f-5391-458a-9cc1-f8fff6c39ca5. “Boards facing costly choices over Ukraine war need to know where shareholders stand.”

• The European Commission issued a press release entitled Green Deal: New proposals to make sustainable products the norm and boost Europe's resource independence: https://ec.europa.eu/commission/presscorner/detail/en/ip_22_2013. “The Commission is presenting today a package of European Green Deal proposals to make sustainable products the norm in the EU, boost circular business models and empower consumers for the green transition.”
• Reuters reports that Investors warn European companies over climate accounting: https://www.reuters.com/business/sustainable-business/exclusive-investors-warn-european-companies-over-climate-accounting-2022-04-04/. “Thirty-four investors managing more than $7 trillion in assets have warned 17 of Europe's largest companies, including BP and Volkswagen, that they could challenge board directors over their accounting of climate risks. The move is the latest push by investors to pressure companies and their auditors, charging them with not moving fast enough to adapt to the world's transition to a low-carbon economy or being clear enough about the potential impacts. In letters sent between December and February and seen by Reuters, the investors told the companies their accounts did not reflect the fallout from climate change on their assets and liabilities. For example, some assets may depreciate faster in value while demand for certain products may fall.”
• The Financial Times reports that Macron urges EU-wide executive pay curbs in campaign battle with Le Pen: https://www.ft.com/content/ed9d2ba1-8599-437a-8266-68cba91216e8. “French president and far-right rival criticise €19mn package for head of carmaker Stellantis”

• The Financial Times reports how the Dropping of the UK audit bill from Queen’s Speech comes under fire: https://www.ft.com/content/2f74b385-32f0-4b6e-a30c-487c07bbaa57. “Government criticised after fresh delay to long-promised reform of accounting and corporate governance”
• The Financial Times reports that Glencore suffers shareholder rebuke on climate plan: https://www.ft.com/content/5781b305-3547-4fc8-b5a1-0c6b8e4c862f. “Protest over director accountability comes as miner says trading arm is set for another bumper year.”
• The Financial Reporting Council has published a report entitled Modern Slavery Reporting Practices in the UK: https://www.frc.org.uk/news/april-2022-(1)/frc-publishes-ground-breaking-report-which-finds-b. “FRC publishes ground-breaking report which finds Boardrooms must still do more to eradicate modern slavery”
• ESG Today reports that the FCA to Require Companies to Disclose on Board and Executive Diversity: https://www.esgtoday.com/fca-to-require-companies-to-disclose-on-board-and-executive-diversity/  “The Financial Conduct Authority (FCA), the conduct regulator for financial services firms and financial markets in the UK, announced today that it has finalised rules for listed companies to disclose on diversity and inclusion at the board and executive committee level, beginning from financial periods starting from April 1, 2022.” See the FCA announcement here: https://www.fca.org.uk/news/press-releases/fca-finalises-proposals-boost-disclosure-diversity-listed-company-boards-executive-committees.
• The Financial Times reports that UK regulator to reclaim powers to strike off accounting firms: https://www.ft.com/content/6d0b241e-1f40-47c7-b735-d755c8047d49 “Move aimed to bolster FRC’s control over auditors after sector criticised over failure to uphold standards”
• The Times reports that Schroders plans to scrap non-voting shares: https://www.thetimes.co.uk/article/schroders-to-scrap-non-voting-shares-in-bid-to-modernise-tgxmc7qqf. “Schroders intends to scrap its two-tier share structure in a move that will loosen the founding family’s grip on the business, make share buybacks easier and improve its governance reputation. Non-voting shares will be converted to ordinary voting shares, while existing holders of voting shares will be given an extra three for every 17 they own to compensate them for the dilution of voting power, the company said.”
• The Financial Times reports that FTSE 100 chief executive pay recovers to pre-pandemic levels: https://www.ft.com/content/1fd0a151-cde9-4e14-b359-310ba23e2e5c. “PwC analysis reveals median awards of £4.1mn as investor scrutiny increases”
• The Financial Times reports that Go-Ahead hastens renewal of audit contract after Deloitte probe announced: https://www.ft.com/content/af61b177-1a1f-4023-8e22-42e5ed99e3de. “Running tender three years early comes in wake of regulators starting investigation of firm’s work for bus and rail operator.”

• Les Echos reports on Compensation, climate, inheritance: the three major issues at the 2022 general meetings (“Rémunérations, climat, successions : les trois grands enjeux des assemblées générales 2022”): https://www.lesechos.fr/finance-marches/marches-financiers/remunerations-climat-successions-les-trois-grands-enjeux-des-assemblees-generales-2022-1400046 “After two years of virtual AGMs, shareholders will once again be able to physically attend these grand meetings. CEO salaries are still closely scrutinized by voting advisory agencies. A new point, as the separation of the functions of chairman and CEO becomes the norm, companies will try to extend the age of chairmen. A resolution that requires two thirds of the votes. Finally, 9 companies have already planned climate resolutions.”
• Le Monde reports that The average salaries of French CEOs increased almost 100% in 2021 (“La rémunération moyenne des grands patrons a flirté avec les 100% d’augmentation en 2021”): https://www.lemonde.fr/economie/article/2022/04/21/en-2021-la-remuneration-moyenne-des-grands-patrons-flirte-avec-les-100-d-augmentation_6123027_3234.html. “Stellantis CEO Carlos Tavares' salary could reach 66 million euros for the year 2021. Following in his footsteps, all of the CAC 40 executives have seen their income grow much faster than their employees'”.
• La Tribune reports on TotalEnergies: minority shareholders withdraw their "climate" resolution (“TotalEnergies : les actionnaires minoritaires retirent leur résolution ‘climat’”): https://www.latribune.fr/entreprises-finance/industrie/energie-environnement/totalenergies-les-actionnaires-minoritaires-retirent-leur-resolution-climat-915153.html. “A group of French shareholders of TotalEnergies announced on Friday the withdrawal of a ‘climate’ resolution they were planning to present at the general meeting, after the company made new commitments on transparency regarding the reduction of their greenhouse gas emissions.”
• The Financial Times reports that Axa shareholders urged to vote against CEO’s new pay packet: https://www.ft.com/content/8fcf7ff2-3ab3-42d9-912a-5af4d09faf6a. “Proxy group ISS questions proposed offer for Thomas Buberl that would include a 14% salary hike.”
• The Times reports that Carlos Ghosn issued with French arrest warrant over €15m payments: https://www.thetimes.co.uk/article/carlos-ghosn-issued-with-french-arrest-warrant-over-15m-payments-w5ch7rpcd. “France has issued an international arrest warrant for Carlos Ghosn, the disgraced former boss of Renault-Nissan, over allegations that he used an Omani car dealer to siphon off millions of euros for a yacht and other personal expenses.”

• The Financial Times argues Why German CEOs are a problem for the corporate sector: https://www.ft.com/content/ef679cc1-f95f-4db7-b353-13c5779ae082. “The postwar governance structure has given stability but is now so ossified it hinders change”
• Penguin Books will publish a book by Dan McCrum entitled Money Men: A Hot Startup, A Billion Dollar Fraud, A Fight for the Truth: https://www.penguin.co.uk/books/144/1444756/money-men/9781787635043.html. “Money Men is the astonishing inside story of Wirecard's multi-billion-dollar fraud, Europe's biggest new tech darling revealed as a house of cards. Uncovering fake bank accounts, fake offices and possibly even a fake death, McCrum offers a searing exposé that will finally lay bare the truth.”
• The Financial Times argues that Porsche’s IPO shows old ties are loosening in corporate Germany: https://www.ft.com/content/d77694b8-e0c6-4841-a509-d8e3f070063c. “Until now, excluding Deutsche Bank from a leading role in a blockbuster listing had been unthinkable”

• Il Sole24Ore reports that Atlantia, Benetton-Blackstone launch the tender offer at 23 euros per share. The operation is worth 19 billion. (“Atlantia, Benetton-Blackstone lanciano l’Opa a 23 euro per azione. L’operazione vale 19 miliardi”): https://www.ilsole24ore.com/art/atlantia-benetton-blackstone-lanciano-l-opa-23-euro-azione-AEA3uwRB. “The announcement came before the markets opened. Added to this is a dividend of 0.74 euros, bringing the value of the share to those who subscribe to 23.74 euros.”
• Il Giornale reports Borsa Italiana in Euronext, one year later: how is sustainable finance doing? (“Borsa Italiana in Euronext, un anno dopo: come va la finanza sostenibile?”): https://www.ilgiornale.it/news/finanza-sostenibile/borsa-italiana-euronext-anno-va-finanza-sostenibile-2025518.html. “On sustainable finance, Milan can be a European leader and play a leading role in the Euronext context.”
• Il Sole24Ore reports that Generali continues to rise in the stock market, anticipation grows for the shareholders' meeting (“Generali continua a salire a Piazza Affari, cresce l'attesa per l'assemblea dei soci”): https://www.ilsole24ore.com/art/generali-continua-salire-piazza-affari-cresce-attesa-l-assemblea-soci-AEQhTTOB. “The company's run on the stock exchange continues as the record date of April 14 approaches, the last day to build positions ahead of the meeting that will elect the new board of directors.”

• The Wall Street Journal reports that Stellantis Shareholders Reject Executive Pay Packages, Including for CEO: https://www.wsj.com/articles/stellantis-shareholders-reject-executive-pay-packages-including-for-ceo-11649882228. “Unusual step of opposing the pay plan follows French government’s criticism that CEO Carlos Tavares was earning too much.”
• The Guardian reports that Just Eat Takeaway investors should vote to fire board, says activist shareholder: https://www.theguardian.com/business/2022/apr/25/just-eat-takeaway-investors-cat-rock-capital-share-price “Cat Rock Capital says Just Eat ‘torpedoed’ share price by providing misleading outlook before Grubhub takeover”
• Reuters reports that Dutch investor group targets oil, gas execs’ pay plans if climate goals fall short: https://www.reuters.com/business/environment/dutch-investor-group-targets-oil-gas-execs-pay-plans-if-climate-goals-fall-short-2022-04-01/. “A group of Dutch investors managing assets worth nearly 1.5 trillion euros threatened on Friday to oppose oil and gas sector executives' pay plans if their companies failed to set climate change goals in line with the Paris Agreement on global warming.”
• The International Corporate Governance Network released its Consultation Document: Proposal to Update the Dutch Corporate Governance Code: https://www.icgn.org/eu-netherlands-consultation-document-proposal-update-dutch-corporate-governance-code. “The International Corporate Governance Network (ICGN) appreciates the opportunity to  comment on the Proposal to update the Dutch Corporate Governance Code (2016). We believe this review is timely given the ongoing rise in the application of environmental, social and governance (ESG) considerations for companies, investors, and stakeholders and subsequent updating of codes, laws, and regulations around the world to promote sustainable business approaches generating long-term value creation and enhanced accountability.” 

• The Financial Times reports that Swiss Re investors urged to oppose Ermotti’s re-election over lack of gender diversity: https://www.ft.com/content/5adca7b8-5c7b-4398-ae63-99bffb6f3add. “Proxy adviser ISS seeks votes against board chair on grounds reinsurer falls short of industry standards.”
• Reuters reports that UBS shareholders back bank’s climate roadmap: https://www.reuters.com/business/finance/ubs-shareholders-back-banks-climate-roadmap-2022-04-06/. “UBS shareholders on Wednesday approved the bank's climate roadmap, after its first-ever such vote faced pushback from several investors and climate campaigners as not going far enough.”
• Bloomberg reports Credit Suisse Special Audit Backed by Norway’s Wealth Fund: https://www.bloomberg.com/news/articles/2022-04-24/norway-wealth-fund-votes-for-special-audit-of-credit-suisse. “Investor joins call for more transparency in Greensill debacle. Fund will also vote against discharge for 2020 fiscal year.”

• Economía Digital reports that Shareholders punish banks at meetings over top management salaries (“Los accionistas castigan a la banca en las juntas por los salarios de la cúpula”): https://www.economiadigital.es/empresas/los-accionistas-castigan-a-la-banca-en-las-juntas-por-los-salarios-de-la-cupula.html. “The board of directors of Sabadell and Santander, which are the highest paid in the Ibex 35, received the most votes against them.”
• El Economista reports that Repsol launches first ESG fund in Spain with 100 million investment for large-scale reforestations (“Repsol lanza el primer fondo ESG en España con 100 millones de inversión para reforestaciones a gran escala”): https://www.eleconomista.es/energia/noticias/11726216/04/22/Repsol-lanza-el-primerfondo-ESG-con-100-millones-de-inversion-para-reforestaciones-a-gran-escala.html. “Fundación Repsol, Crédit Agricole Indosuez and Portobello Capital today presented the first ESG fund in Spain to invest in reforestation, which will have a total investment of 100 million euros and will promote the development of large-scale forestry projects to offset CO2 emissions.”
• El Economista reports that Mango expands its financing and for the first time links it to sustainability criteria (“Mango amplía su financiación y la vincula por primera vez a criterios de sostenibilidad”): https://www.eleconomista.es/retail/noticias/11723446/04/22/Mango-amplia-su-financiacion-y-la-vincula-por-primera-vez-a-criterios-de-sostenibilidad.html. “Mango has refinanced debt and for the first time in the company's history has linked it to ESG criteria (environmental, social and good corporate governance), in addition to expanding the options for obtaining financial resources for its operations and growth.”

• The Irish Times reports that Executive bonuses linked to ESG goals at three-quarters of Iseq-20 companies: https://www.irishtimes.com/business/executive-bonuses-linked-to-esg-goals-at-three-quarters-of-iseq-20-companies-1.4849390. “Move has been accelerated in the latest slew of annual reports.”
• The Financial Times reports that Bank of Ireland chief Francesca McDonagh to quit as pay cap bites: https://www.ft.com/content/8a553f78-4624-4af2-b481-0f7518c4dd27. “Banker joins exodus over €500,000 limit on executive pay imposed after country’s banking crisis.”
• The Irish Times reports that Kingspan faces pushback on first Iseq ‘say on climate’ vote: https://www.irishtimes.com/business/manufacturing/kingspan-faces-pushback-on-first-iseq-say-on-climate-vote-1.4851922. “Insulation group says advisory firm ‘displays a misunderstanding’ of climate resolution.”

• Debevoise & Plimpton published a memo on AI Oversight Is Becoming a Board Issue: https://www.debevoise.com/insights/publications/2022/04/ai-oversight-is-becoming-a-board-issue “As more businesses adopt artificial intelligence (AI), directors on many corporate boards are starting to consider their oversight obligations. Part of this interest is related to directors’ increasing focus on Environmental, Social and Governance (“ESG”) issues. There is a growing recognition that, for all its promise, AI can present serious risks to society, including invasion of privacy, increased surveillance, carbon emissions and perpetuation of discrimination. But there is also a more traditional basis for the recent interest of corporate directors in AI: as algorithmic decision-making becomes part of many core business functions, it creates the kind of enterprise risks to which boards need to pay attention.”
• Bloomberg Law reports that Twitter’s Poison Pill Began With Marty Lipton’s Valuable Memo: https://news.bloomberglaw.com/business-and-practice/twitters-poison-pill-began-with-lawyers-most-valuable-memo. “It’s rare that a 90-year-old corporate lawyer captures the attention of Twitter users, but Marty Lipton did this week. He’s a founding partner of the most profitable major law firm today—Wachtell, Lipton, Rosen & Katz. His career is so remarkable there is an archive of his work. And within that Lipton Archive is one of the most valuable legal documents a lawyer in private practice ever wrote. The memo, distributed to clients on June 20, 1983, spells out the ‘poison pill’ defense to a hostile corporate takeover. Twitter on April 15 employed the maneuver to try to fend off Elon Musk’s effort to purchase the company. Google searches for ‘poison pill’ and ‘Marty Lipton’ skyrocketed after the move.”
• Corporate Secretary reports that Boards’ ESG discussions increase amid investor interest in oversight, survey finds: https://www.corporatesecretary.com/articles/boardroom/32992/boards%E2%80%99-esg-discussions-increase-amid-investor-interest-oversight-survey. “Globally, 80 percent of governance and sustainability professionals surveyed say there has been a slight or large increase in the frequency with which their company’s main board is discussing ESG issues compared with two years ago. Sixty percent report a large increase compared with three years ago. Just 1 percent say there has been any kind of decrease in the frequency of discussions.”
• IR Magazine reports that IROs warned ESG is Trojan Horse for activists: https://www.irmagazine.com/small-cap/iros-warned-esg-trojan-horse-activists. “Attendees were called on to be prepared to talk about all kinds of ESG metrics. No longer is it just about climate change or greenhouse gases. IROs need to be ready to answer questions about executive compensation, diversity and inclusion metrics, too.”
• The Wall Street Journal reports that Big Stock Sales Are Supposed to Be Secret. The Numbers Indicate They Aren’t: https://www.wsj.com/articles/big-stock-sales-are-supposed-to-be-secret-the-numbers-indicate-they-arent-11648647914. “Share prices fall ahead of 58% of large sales, a WSJ analysis finds. Regulators are investigating.”
• MSCI reports argues that Companies May Not Be Ready for SEC Climate-Disclosure Rules: https://www.msci.com/www/blog-posts/companies-may-not-be-ready-for/03092675115 “In response to growing demand from investors, the U.S. Securities and Exchange Commission proposed requirements for U.S.-listed companies to disclose certain climate-related risks, beginning in 2024. The proposed rule, which is modeled in part on the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), would require companies to disclose information relevant to assessing financially material risks posed by climate change.”
• The Financial Times reports that US executives reap record pay as historic income gap with staff widens: https://www.ft.com/content/f02787c1-35a8-41c4-8099-395109e49b4f. “Post-pandemic stock market rally delivers larger windfalls to bosses than to employees.”
• The Guardian reports that Elon Musk poised to collect $23bn bonus as Tesla beats targets: https://www.theguardian.com/business/2022/apr/21/elon-musk-stands-to-collect-23bn-bonus-as-tesla-surges-ahead. “Electric car giant’s CEO says he is not in talks on new bonus scheme after completing 2018 deal early.”

• TheCorporateCounsel.net reports that Canada Mandates TCFD for Banks: https://www.thecorporatecounsel.net/blog/2022/04/climate-disclosure-canada-mandates-tcfd-for-banks.html. “The Canadian government unveiled its federal budget last week, with an entire chapter devoted to climate. As US companies assess the SEC’s climate disclosure proposal and shareholder demands, this requirement by our neighbor to the north is another sign that regulators and investors are losing patience with voluntary disclosures about emissions and climate risks to companies, and moving towards mandates for comparable info. Among other things, Section 3.4 of the budget calls on the investment industry and federally regulated financial institutions to support the “transition economy” on the path to net-zero emissions.”
• The Financial Times reports that Canadian banks double financing of highly polluting oil sands: https://www.ft.com/content/970e5b5d-74c7-4cc9-84a0-732da35769d5. “Funding comes as financial institutions face growing investor pressure to step up the fight against climate change.”
• The Financial Times reports that Shopify plans stock split and seeks to preserve chief’s voting power: https://www.ft.com/content/df2175da-833c-47d8-976b-0c75b686efc0. “Canadian ecommerce group joins tech companies moving to boost investor access to shares.”

• Nikkei Asia reports that Hong Kong Stock Exchange takes aim at boardroom ‘boys’ club’: https://asia.nikkei.com/Business/Business-trends/Hong-Kong-Stock-Exchange-takes-aim-at-boardroom-boys-club. “Now, Hong Kong's stock exchange is moving to change what critics deride as corporate China's "boys' club" by requiring that its more than 2,500 listed companies have at least one female board member by 2024. But those planning to list on the bourse after July 1 must immediately comply with the new rules or their share sales will not get off the ground. The exchange accounts for about 80% of mainland Chinese companies' market capitalization.”
• International Financing Review reports how Hong Kong outlines green future: https://www.ifre.com/story/3329263/hong-kong-outlines-green-future-1hbzhycxzb. “The Hong Kong Special Administrative Region is to turbo-charge the sovereign retail green bond market, shrugging off both the UK’s feeble sales of a similar instrument and February’s pandemic-driven postponement of its own deal by unveiling revised plans for a huge debut “Bond with a Green Future” offering of up to HK$20bn (US$2.55bn). The three-year new issue is set to go on sale to individual investors in the Chinese-controlled territory soon. “Given the epidemic situation is gradually subsided, we will relaunch the issuance shortly,” financial secretary Paul Chan wrote in an official blog. The deal will combine the HK$6bn (US$750m) that the government sought to raise in February with some or all the volume allocated to the product in the new financial year which began on April 1.Its initial size will be HK$15bn (US$1.9bn), Chan said. This could rise as high as HK$20bn depending on demand. The inflation-linked deal’s 2% floor has also been raised to 2.5% to reflect “the hiking interest rate environment”. This structure mimics Hong Kong’s non-green “iBond” and “Silver Bond” retail bonds. They are also three-year instruments with floored inflation-linked payouts based on the SAR’s composite consumer price index, calculated from the government’s household expenditure survey – though only the former is tradeable like the listed “Bond with a Green Future”.”
• South China Morning Post reports that Hong Kong’s first retail green bond offer to finally launch on April 26 after Covid-19 delay: https://www.scmp.com/business/banking-finance/article/3174398/hong-kongs-first-retail-green-bond-offer-finally-launch “Hong Kong’s first retail green bond opens for subscription on April 26, with the government more than tripling the offer size for the three-year note to HK$20 billion (US$2.56 billion), indicating the city is returning to normal as the fifth wave of the coronavirus outbreak subsides. The government had initially planned to sell HK$6 billion worth of green bonds from March 1, but it was delayed as infections started rising, reaching a peak of over 50,000 cases the same month. With cases trending lower, social-distancing restrictions, which have been in place for months, will be eased in phases from April 21.“As the fifth wave of the epidemic gradually subsides, we are relaunching the subscription arrangement of the inaugural retail green bond,” Financial Secretary Paul Chan Mo-po said. He said the increased offer size will help the government reach its bond issuance targets for the current and previous financial years, and also save costs and administrative work.”
• South China Morning Post reports that Singapore SPACs still draw investor interest despite ‘challenging’ environment, says exchange executive: https://www.scmp.com/business/banking-finance/article/3174582/singapore-spacs-still-draw-investor-interest-despite “Singapore and Hong Kong both introduced new rules last year to allow the so-called blank cheque companies to go public on their bourses amid a fervour for the listings among investors and sponsors that saw more than US$162 billion raised by the vehicles globally in 2021.However, the uptake on both exchanges has been somewhat muted this year as fundraising globally has slipped to less atmospheric levels. There have been only three SPAC IPOs in Singapore – the biggest being Temasek Holdings-backed Vertex Technology Acquisition Corp – and one Hong Kong-listed SPAC, Aquila Acquisition, to debut since the beginning of the year. “The reason why we came out with the SPAC framework was to solve a unique problem in the Singapore ecosystem, which is that of valuations, especially for our growth companies,” he added. “We believe having the SPAC framework in place will actually go some way towards bridging the gap in valuations that we see today.” SPACs are shell companies created to raise financial war chests and buy assets within a limited period of time, usually 18 months to 24 months.”

• ISS has published a post on how Japanese Companies Register Progress on Board Independence and Diversity: https://insights.issgovernance.com/posts/japanese-companies-register-progress-on-board-independence-and-diversity/. “A recent ISS analysis of Japanese board composition finds a marked uptick in board independence and female board representation.”
• The Financial Times reports that Toshiba’s second-biggest shareholder pushes for sale to private equity: https://www.ft.com/content/2bb89133-bed8-4780-8cf9-fb9dc62d8825 “3D Investment Partners says conglomerate has become ‘a corporate governance embarrassment’”

• Cyril Amarchand Mangaldas has published a blog post titled Bombay High Court’s Judgment in Invesco v Zee – A major boost for shareholders’ rights in India: https://corporate.cyrilamarchandblogs.com/2022/04/bombay-high-courts-judgment-in-invesco-v-zee-a-major-boost-for-shareholders-rights-in-india/. “In the Impugned Order, the Ld. Single Judge had concluded that the resolutions proposed by Invesco sought to bring about an “illegality”, which would result in a situation where Zee is in violation of multiple statutory compliance requirements. As per the Ld. Single Judge, the issue was not about the interpretation of the expression ‘valid requisition’ in Section 100(4) of the Act, but about the Court’s power to invalidate such requisitions, which were purportedly ‘illegal’.”

• Pension & Investments find that China’s net-zero vow may create opportunity for more energy independence: https://www.pionline.com/industry-voices/chinas-net-zero-pledge-may-create-opportunities-greater-emerging-markets-energy “Home to 1.4 billion people, China will need to expand its renewable energy production to support its vast population and economy. While China's policymakers have pledged to become carbon neutral by 2060, they need innovation from the private sector to achieve this ambitious goal. The good news is that entrepreneurs in China have forged new ground in areas such as solar and wind energy production, battery storage technologies and greener transportation systems, including electric vehicles.”
• Fortune reports that Beijing is scrambling to keep the U.S. from kicking Chinese firms worth $1.4 trillion off Wall Street. But Congress is in no mood for compromise: https://fortune.com/2022/04/16/china-us-listed-companies-delisting-stock-exchange-wall-street-deal-audits-congress/. “The U.S. Securities and Exchange Commission (SEC) started making good on that ultimatum last month when it published a provisional list of firms that would be kicked off of U.S. exchanges if the companies refused to comply. The list of 11 firms—which includes Chinese giants like internet behemoth Baidu, digital brokerage Futu, and fast-food chain Yum China—is valued at a combined $110 billion. For 20 years, Chinese companies listed on U.S. stock exchanges—which now number 261—have existed in a state of limbo. They are subject to U.S. rules requiring they show their books to U.S. regulators, but Beijing has denied inspectors access, casting the two sides into a decades-long impasse. Washington had largely let Chinese firms’ noncompliance slide so American investors could tap into the riches of some of China’s most successful enterprises. But now U.S. lawmakers are demanding an end to the standoff with a law that would boot $1.4 trillion worth of Chinese stocks from American exchanges if Beijing continues to keep regulators at bay. That prospect wiped hundreds of billions of dollars from the value of U.S.-listed Chinese firms and spooked Beijing. Earlier this month, China’s securities commission announced that foreign regulators may “request to investigate…or inspect” overseas-listed Chinese firms and their auditors. The obscure accounting matter had turned into a test of wills, and Beijing had blinked.”
• The Financial Times reports the Big Four under growing pressure as Chinese developers delay audits: https://www.ft.com/content/1114aeee-4a8a-479a-815f-1828aa6b12e6 “Major accounting firms resign from indebted property groups as postponed results raise threat of hidden debt“

• The Australian Financial Review reports that Proxy advisers back Rio board, climate vote: https://www.afr.com/companies/mining/proxy-advisers-back-rio-board-climate-vote-20220327-p5a8d4  “Two major proxy advisers have told Rio Tinto shareholders to avoid a spill of the company’s board and to support the miner’s climate plan on the back of changes made in the past year to remuneration structures, board make-up and emissions targets.”
• The Sydney Morning Herald reports on The unsustainable secret of almost half of Australia’s ‘sustainable’ funds: https://www.smh.com.au/business/banking-and-finance/the-unsustainable-secret-of-almost-half-of-australia-s-sustainable-funds-20220324-p5a7kj.html  “Morningstar analysed the assets of 155 sustainable funds and found 74 of them had fossil fuel investments. Unlike Europe, there is no ‘green taxonomy’ in Australia, meaning there is no accepted list of sectors that responsible investors are permitted to include in sustainably branded funds. This has allowed the ‘ethical’ tag to be slapped across some of the most environmentally degrading tactics, such as drilling in the Arctic Ocean”.
• The Australian Financial Standard Sustainability reports on Calls to strengthen Modern Slavery Act: https://www.fssustainability.com.au/calls-to-strengthen-modern-slavery-act “Australia's Modern Slavery Act is under review for impact and effectiveness, and investors have a role to play in both potentially strengthening the statutory obligations as well as impacting on an issue that is getting worse globally.”
• The Australian Financial Standard Sustainability argues that Biodiversity risk goes to heart of finance: https://www.fssustainability.com.au/biodiversity-risk-goes-to-heart-of-finance “Biodiversity is a quickly emerging risk and opportunity for investors and companies, but addressing the materiality of ecosystem and dependencies is complex and goes to the heart of finance, according to a panel of experts.”