• The Japan Times reports that Fujitec shareholders oust three directors in major activist win: “Investors in Japanese elevator-maker Fujitec voted on Friday to oust three of five incumbent outside directors, the company said, giving an activist fund the kind of win that’s still rare for shareholder activism in Japan.  The three rejected incumbents in the vote, taken at an extraordinary general shareholders’ meeting, included the chairman of the board. Investors also elected four of six new directors nominated by Oasis Management, Fujitec’s top shareholder with a 17% stake.”
• Carson Block (Muddy Waters Capital) argues that UK should pursue short-selling reforms to boost markets: “The UK should start by abrogating the nonsensical EU requirement to publicly disclose short positions by the parties that have taken them out.  This artefact of EU regulatory over-reach is exactly the type of reform that a post-Brexit UK should pursue. The requirement discourages short selling — the practice of selling borrowed shares in the hopes of profiting from a price decline — and distorts trading. A nonsensical EU requirement on disclosure should be scrapped.”
• The Financial Times reports that Activist investors smoke out South Korea’s undervalued companies: “Campaign at tobacco maker underlines rise of funds taking on the old guard to unlock higher share prices.”
• Reuters reports that With dealmaking slowing, activist hedge funds target companies' top brass: “Activist hedge funds that often push companies to sell themselves or divest divisions are increasingly calling for top executives to be replaced, a change in tactics driven by a slowdown in mergers and acquisitions.”
• The Financial Times reports that Legal & General sues Glencore in latest corruption fallout: “Fresh claim related to alleged losses to shareholders resulting from statements by the commodities group to the market.”
• The Wall Street Journal reports that Fleetcor Strikes Board Agreement With Activist Shareholder D. E. Shaw: “As part of the agreement unveiled Monday, Fleetcor has appointed Rahul Gupta, the former chief executive of healthcare-billing and payments company RevSpring Inc., to its board, as well as another mutually agreed-upon director. Fleetcor also said it plans to pursue a strategic review of its business, which could entail a breakup, a process it aims to complete by year-end.”
• The Financial Times reports that Hedge fund activist Chris Hohn calls for shake-up of Cellnex board: “Billionaire’s TCI group wants chair and two directors to step down, citing lack of progress over hunt for new chief.”
• CNBC reports that Biotech company Illumina pushes back against Carl Icahn’s proxy fight over $7.1 billion Grail deal: “Illumina pushed back against Carl Icahn’s proxy fight over its $7.1 billion acquisition of cancer test developer Grail. The DNA sequencing company said it’s committed to maximizing shareholder value as it works with antitrust regulators to “define GRAIL’s path forward as expeditiously as possible.” Illumina said it has interviewed Icahn’s three nominees to its board of directors and found they lacked relevant skills and experience.”
• Sky News reports that Sir Mike Rake recruited by feared activist Elliott to burnish image: “Sir Mike Rake, a former BT chairman and erstwhile CBI president, will advise Elliott on its investments in listed and private companies, Sky News learns.”
• The Financial Times reports about Oxy and Anadarko: how the ‘dumbest deal in history’ paid off for Vicki Hollub: “Feared to be facing bankruptcy three years ago, oil producer Occidental is set to report its biggest-ever earnings.”
• Reuters reports that Pressure rises on Bayer chair as DWS criticises excess board seats: “Asset manager DWS joined in criticism of the multiple board commitments of Bayer's chairman, adding to upheaval at the drugmaker, which is the target of activist investors in the run-up to a change of CEO on June 1.”
• The Financial Times reports that Airbus drops deal with Atos digital unit after pressure from Chris Hohn: “Shares in Atos plummet after plane maker bows to demand from hedge fund boss to end interest in Evidian.”
• The Financial Times reports that Elliott scraps plans to nominate directors to Salesforce board: “Rare retreat for activist investor comes after software group posted better than average earnings.”

• The New York Times reports about The Escalating Battle Over E.S.G. Senate Republicans, joined by two Democrats, voted on Wednesday to approve a resolution — already passed by the House — to block a Labor Department rule that would allow retirement plan managers to incorporate environmental, social and corporate governance considerations into their investment decisions. This practice, known as E.S.G., was a widely accepted norm in financial circles for almost 20 years until it recently became a target for conservatives and others who argued E.S.G. investing was hurting businesses and little more than a trend they termed “woke capitalism.” The rule from the Labor Department had been intended to overturn a Trump-era policy that limited investing options to purely financial matters. The Biden administration argued that it was necessary to allow retirement advisers to factor in issues like climate change, which has economic consequences. President Biden is expected to use the first veto of his presidency to override the anti-E.S.G. measure.
• Responsible Investor reports that Investors target companies outside CA100+ list in transition engagement push: “Renewables companies and airlines among targets of IIGCC-coordinated initiative, which includes LGIM, PGGM and USS.” See the announcement here.
• Alex Edmans (London Business School) has published a paper entitled Applying Economics – Not Gut Feel – To ESG: “Interest in ESG is at an all-time high. However, academic research on ESG is still relatively nascent, which often leads us to apply gut feel on the grounds that ESG is so urgent that we cannot wait for peer-reviewed research. This paper highlights how the insights of mainstream economics can be applied to ESG, once we realize that ESG is no different to other investments that create long-term financial and social value. A large literature on corporate finance studies how to value investments; asset pricing explores how the stock market prices risks; welfare economics investigates externalities; private benefits analyze manager and investor preferences beyond shareholder value; optimal contracting considers how to achieve multiple objectives; and agency theory examines how to ensure that managers pursue shareholder preferences, including non-financial preferences. I identify how conventional thinking on ten key ESG issues is overturned when applying the insights of mainstream economics.” See the full paper here.
• The Economist argues that The anti-ESG industry is taking investors for a ride: “The growing importance of environmental, social and governance (ESG) criteria has weakened Friedman’s doctrine of shareholder primacy, perhaps fatally.”
• The Financial Times reports that Vanguard chief defends decision to pull asset manager out of climate alliance: “Champion of low-cost trackers warns against expecting superior returns from ESG funds and alternative strategies.”
• Reuters reports that Greenwashing crackdown in Europe leaves investors in the dark: “New rules in Europe to crack down on greenwashing are not making it easier to spot genuine environmentally-friendly funds as asset managers continue to apply different standards for what constitutes sustainable investing. More than 30 fund managers, consultants, lawyers and regulators interviewed by Reuters said that despite European Union rules demanding more disclosure, funds remained hard to compare and greenwashing difficult to spot.”
• Bloomberg Tax reports that Southeast Asia Leads the Way on ESG Reporting, Rulemaker Says The Association of Southeast Asian Nations is emerging as a leader in sustainable finance and reporting, an influential ESG standard setter said Monday. The Global Reporting Initiative said that its CEO, Eelco van der Enden, is holding a series of meetings with regulators and governments in Singapore, Malaysia and the Philippines as countries gear up for mandatory sustainability reporting. GRI’s voluntary reporting standards cover the range of environmental, social and governance issues and are the most widely used by companies in the region.

• The Wall Street Journal reports that EY Breakup Plan Stalled on Partners Split: “Executing the deal requires approval from partners in each of the 75 countries due to take part, all of which operate under different legal, regulatory and tax systems.”
• The Financial Times argues that American portions may lure CEOs towards NYC: “There are good explicit reasons to switch, including New York’s higher valuations, deeper liquidity and bigger peer groups. Regulation is, meanwhile, an issue for Arm. But Lex number crunching shows the pay disparity could be large enough to provide a further nudge for executives.”
• Fintech Finance News carries a press release about Fintech Startup Tulipshare Launches Global Platform to Boost Retail Investor AGM Turnout: “Launching at the end of Q1 2023, Tulipshare’s ‘Pledge Your Share’ (PYS) platform will provide retail investors with early access to shareholder proposals allowing them to show their support ahead of a company’s annual general meeting (AGM). As Tulipshare’s brokerage platform is only available in the UK, PYS aims to unite retail investors around the world, allowing anyone who has exposure to US publicly listed companies to exercise their shareholder rights in a simple and transparent way, even if Tulipshare is not their primary broker.”
• CNBC reports that Women make up only 20% of Asia’s boardrooms, but Japan and South Korea lag even further behind: “Asia is falling far behind its regional peers in terms of female boardroom representation, analysis from MSCI and BofA Securities showed. An average of 20% of Asia’s boardrooms are made up of women, according to research by BofA Securities – that’s merely a 7% improvement from 12 years ago. Female boardroom representation remains a key metric to track the global progress on gender equality.”Despite impressive growth in reporting and transparency over the last decade, companies in Asia Pac have a long way to go,” a group of analysts and strategists at BofA said in a report.The bank said more and more companies in the region are disclosing gender data. However, the gap in wage, employment, and boardroom representation between men and women remains large.”

• Reuters reports that EU watchdog to tackle banks with too few women on boards: “The European Union's banking watchdog said on Tuesday it will crack down on the 28% of banks it found to have failed to implement a mandatory policy on boardroom diversity. The European Banking Authority (EBA) said data collected at the end of 2021 from nearly 800 banks and investment firms showed that women account for only 18% of executive and 28% of non-executive directors. Women earned on average 9.5% less than male executive directors, and 6% less than male non-executive directors.”
• The Financial Times reports on Why Europe is the next battleground for investor control: “ISS has moved against companies with unequal voting rights, opening a new front in the conflict over shareholder powers”.

• Investment Week reports that Parker Review sets ethnic diversity targets for FTSE 350 boards: “The Parker Review has revealed targets to improve the ethnic diversity of the boards of FTSE 350 and the 50 largest private companies in the UK, with a deadline set for December 2027. The vast majority of FTSE 100 companies have ethic minority representation on their boards, the Parker Review's 2022 voluntary census shows, but while the body is pleased with the progress of smaller firms, it feels it is now time to set achievable targets for these companies. The committee found 96 FTSE 100 companies met board diversity targets as of 31 December 2022. Of the four that fell short, one has been acquired since December and is no longer part of the FTSE 100. The review did not name the businesses.” See the full report here.
• The FCA has outlined where improvements are needed in ESG benchmarks: “We have now completed a preliminary review on ESG benchmarks. This found that the overall quality of ESG-related disclosures made by benchmark administrators was poor.”
• The Daily Telegraph reports that How an acrimonious board meeting plunged Scottish Mortgage into crisis: “The chairman of a leading City tech investor has stepped down following a public bust-up over corporate governance rules.  Fiona McBain, who has been chairman of Scottish Mortgage since 2017, will stand down after the London-listed investment trust’s annual meeting in June, it said on Tuesday. It comes after a board meeting quickly descended into acrimony last week following a row between non-executive director Amar Bhidé and Ms McBain, according to a person close to the FTSE 100 company.”
• The Financial Times reports that UK pension funds threaten to vote against BP and Shell directors over climate targets: “USS and Borders to Coast’s plan follows companies backtracking on emissions targets.”
• The Financial Times reports Women traders recall battle for equality after 50 years on London Stock Exchange: “Today, women are represented in senior roles across the City, and language like that is bracing enough to make any modern reader wince. But the LSE believes remembering that time matters. This week it is marking 50 years since women like Stevens were first admitted on to the floor of the exchange that had been the tightly guarded preserve of men for more than 170 years.”
• The Times reports that Liontrust directors quit amid row over chairman staying on: “The non-executive directors who quit Liontrust abruptly last week did so in protest over a decision that the long-serving chairman should remain on the board beyond the nine-year maximum, flouting best practice.  Rebel directors of the FTSE 250 fund management company lost out in a dispute over whether a process should begin to find a successor to Alastair Barbour, the chairman, who has been a director since April 2011, The Times has learnt.”
• The Financial Times reports that Insurer Beazley cuts CEO and finance chief pay after results error: “FT’s Alphaville blog identified mistake in number of shares used to calculate the awards.”
• Reuters reports that Britain eyes shake-up in listing rules to attract more company flotations: “Britain's financial watchdog said on Wednesday it will consult on streamlining its company listing rules to help London compete better with New York in company floats.  It said it would consult on replacing its twin-track standard and premium company listing regime with a single regime and set of requirements.” 

• Responsible Investor reports that Sixteen European investors call for ‘Say on Climate’ in proposal at Engie: “APG, Candriam and MN among filers at French energy giant”
• ESG Clarity reports about Calls to mandate Say on Climate votes in France: “Say on Climate votes should be mandatory for all companies subject to the European Corporate Sustainability Reporting Directive, the climate and sustainable finance commission (CCFD) has told French regulator the Autorité des marchés financiers (AMF). The CCFD, which comprises financial markets, stakeholders, companies, academics, experts and representatives of civil society, yesterday published its recommendations based on a working group set up in July last year.  These include tabling shareholder climate resolutions and enabling the AMF to intervene if they are not included, and asking companies to submit their climate strategy and decarbonisation plan to the vote of the general meeting, through an evolution of legal and normative frameworks.  French law is evolving to ratify the binding nature of climate resolutions and to regulate the content and frequency of resolutions, as well as the means implemented and the consequences of the vote, the CCFD said.” See the underlying report here.      

• The Financial Times reports that Adidas to pay ex-chief €15.9mn as it slashes dividend after Kanye West saga: “Kasper Rørsted to receive severance payment despite German sportswear group warning annual losses may reach $700mn.”
• ZDF reports that VW boss could earn up to 15 million (“VW-Chef soll 15 Millionen verdienen können”): “Der VW-Konzern will laut Einladung zur Hauptversammlung seinem Vorstand künftig ein höheres Gehalt ermöglichen. Die bisherigen Obergrenzen sollen in Millionenhöhe steigen.”
• Responsible Investor reports that German government advisory group advances plans for collective engagement platform: “BaFin set to issue clarification on how it views collaborative engagement, removing major deterrent for investors.”
• The Financial Times reports Germany to ‘follow the money’ with new financial crime agency: “Berlin has been dogged by criticism following the collapse of Wirecard.”

• IlSole24Ore reports that Lottomatica starts the landing. Free float expected to exceed 40% (“Lottomatica avvia lo sbarco. Flottante previsto oltre il 40%”): “Pre-marketing soon, Piazza Affari debut expected at the end of April. Part of the shares sold by Apollo, part in a 400 million capital increase. The Lottomatica group, a big name in sports gambling, online games and amusement and entertainment machines, is challenging the volatility of the stock markets and trying to start the IPO machine at Piazza Affari.”
• IlSole24Ore reports on the Milan stock exchange, who is more sustainable? Three indicators tell us so (“Borsa di Milano, chi è più sostenibile? Ce lo dicono tre indicatori”): “The answers of the 146 listed companies that participated in the ESG Observatory conducted by Plus24, Ufficio studi Sole24Ore and the Milano-Bicocca University. Three indices to understand how much sustainability has really entered the DNA of the companies listed on Piazza Affari.”

• El País reports on the privileges of Spanish executives: Paid house, 0% loans, subsidised energy and free cars (“Casa pagada, préstamos al 0%, energía subvencionada y coche gratis: así son los privilegios de los jefes del Ibex 35”): “The executive directors of Spain's large listed companies have million-dollar salaries that include a wide range of in-kind payments.”
• The Financial Times reports that Ferrovial’s planned move to the Netherlands triggers uproar in Spain: “Spanish deputy prime minister calls infrastructure group’s decision unacceptable.”
• Cinco Días reports that TCI fund backs Ferrovial's move to the Netherlands with the purchase of 192 million in shares (“El fondo TCI respalda la marcha de Ferrovial a Países Bajos con la compra de 192 millones en acciones”): “The largest investor in Ferrovial after the brothers Rafael and María del Pino, the British fund The Children's Investment (TCI), has made explicit its support for the infrastructure firm's plan to relocate to the Netherlands with the acquisition of an additional 1% stake in the company. Its stake rises from 6.012% to 7.026% on the eve of a general shareholders' meeting, scheduled for 13 April, at which the corporate reorganisation will be voted on.”
• Cuatrecasas reports that The Spanish Government approves the preliminary draft of the Parity Law (“Anteproyecto de la Ley de Paridad: aspectos clave para el sector privado”): “The Council of Ministers has approved the first round of the draft Law on Gender Equality on the eve of the celebration of International Women's Day on Wednesday, 8 March. "We are moving from recommendations and good practices to establishing obligations that allow us to achieve effective gender equality in areas of political and economic decision-making", said the Vice-President and Minister of Economy, Nadia Calviño, who presented the text. Law firm Cuatrecasas has prepared a Memo with key issues on this draft Law.”

• Eumedion argues that ‘Shareholders and supervisory directors should have a more frequent dialogue about executive remuneration’: “Eumedion - which represents the interests of institutional investors in the field of corporate governance and sustainability - commissioned Reward Value Foundation to conduct qualitative international research into the operation and effects of 'say-on-pay' legislation. This legislation gives shareholders of listed companies the power to vote on the remuneration of executives. One of the focus points of the research was whether the introduction of a binding - instead of an advisory - vote of the General Meeting of Shareholders on executives’ remuneration would lead to fewer remuneration excesses. France and Switzerland already have such a binding vote. One of the main insights of the study is that say-on-pay legislation does not lead to a reduction in remuneration excesses, but also that shareholders and supervisory directors should enter into dialogue about top remuneration and excesses more frequently and intensely and on an equal basis.” See the full report here.      

• The Financial Times reports that Sergio Ermotti returns as UBS chief to steer Credit Suisse takeover: “Ralph Hamers to step down after agreeing $3.25bn rescue deal.”
• Ethos opposes the possibility of organising 100% virtual AGM: “The 2023 general meetings (AGM) season will begin on March 7 with Novartis. After three years behind closed doors, the traditional AGMs will resume their rights. However, the threat of virtual meetings already hangs over this new season. Novartis indeed proposes to its shareholders to include in its articles of association the possibility of organising 100% virtual AGMs. As already announced, Ethos calls on shareholders to oppose such propositions which will most likely occur many times during the year.”
• The Financial Times reports that Rules for winding up big banks do not work, Swiss finance minister warns: “Karin Keller-Sutter says following the protocols ‘would have triggered an international financial crisis’.”

• The Wall Street Journal asks What Is a CEO’s Pay Actually Worth?: “Companies for first time must tell how much stock awards soar or shrink; for one CEO, a $24 million difference”.
• Pensions & Investments reports that CalPERS votes to oppose state bill barring it from fossil fuel holdings: “California Public Employees' Retirement System, Sacramento, has $9.4 billion invested in fossil fuel companies that would have to be divested should the bill become law.”
• The Wall Street Journal reports that U.S. Corporate Boards Boosted Sustainability Experience in 2022: “Many executives admit they are unprepared for incoming climate-disclosure rules”.
• Reuters reports that Silicon Valley Bank parent, CEO, CFO are sued by shareholders for fraud: “SVB Financial Group and two top executives were sued on Monday by shareholders who accused them of concealing how rising interest rates would leave its Silicon Valley Bank unit, which failed last week, "particularly susceptible" to a bank run.”
• The Wall Street Journal reports that Joe Biden Issues First Veto, Rejecting Attempt to Block ESG Effort: “Republican-led bill sought to overturn regulation allowing retirement-plan managers to consider climate change, governance”.
• Bloomberg reports that Biden’s Antitrust Push Across Agencies Is Working to Block Deals: “For decades, the Justice Department and Federal Trade Commission have taken the lead on competition issues and reviewing most mergers. But the executive order specifically called on industry regulators to engage in “independent oversight of mergers, acquisitions, and joint ventures.””
• The Wall Street Journal reports that Biden Asks Congress for More Authority to Punish Bank Executives: “Administration tries to contain fallout from bank failures.” 

• The Financial Times reports that Japan’s new anti-takeover rules could spur protectionism, investors warn: “Funds say proposals will thwart domestic bids and foreign buyers and are skewed against shareholders’ interests”.

• The Wall Street Journal report about China’s New Way to Control Its Biggest Companies: Golden Shares: “The state takes company stakes that are often small but give it a board seat and power to ensure that corporate behavior hews to the party agenda.”
• Bloomberg reports that China Lithium Probe Puts Spotlight on Reserves and ESG Risks: If it’s grown, drilled or dug up, chances are there’s not enough of it in China. Beijing’s ability to manage the mismatch between its scarce natural resources and vast industrial output is now playing out in the market for lithium, a mineral crucial to the world’s transition away from fossil fuels. It’s an effort complicated by skyrocketing prices, geopolitical tensions and the environmental devastation that can be wrought by a pell-mell approach to extraction. China is the world’s biggest producer of new energy vehicles but holds only a modest slice of global reserves of lithium, used in the batteries that power electric cars. In that regard, lithium is of apiece with many of the commodities foundational to a modern economy — think crude oil for fuel, iron ore to make steel, or soybeans to feed pigs — where China is overly reliant on foreign supplies for its often world-beating production.
• Bloomberg reports that Ant Gets Asia’s Biggest ESG-Linked Loan in $6.5 Billion Deal: Ant Group Co. converted a syndicated credit facility into a $6.5 billion sustainability-linked loan last year, the largest of its kind in Asia-Pacific. The fintech company made the conversion in November to bolster its environmental, social and corporate governance goals including cutting carbon and hiring underprivileged workers, the company said in a statement on Monday. The transaction was supported by a group of 20 banks across US, Europe and Asia, Ant said. Citigroup Inc., Credit Suisse Group AG, JPMorgan Chase & Co. and Morgan Stanley were joint coordinators for the amendment exercise.

• Yahoo Finance reports that Hong Kong Fintech start-up On-us launches zero-waste voucher solution as event engagement tool to eliminate waste and promote sustainability: “On-us Company Limited ("On-us" or the "Company") is proud to announce the launch of its innovative zero-waste event engagement solution aiming to drive participation and foster connections among communities, promoting sustainability and creating meaningful experiences for audiences at any events. On-us digital voucher provides a seamless way for event organizers to incentivize and engage participants attending conferences and seminars, replacing souvenirs in the forms of pens, notebooks, power banks and etc. with paperless digital vouchers. Apart from typical merchants such as supermarkets and coffee shops, the vouchers can be redeemed for eco-friendly products or at social enterprises supporting the disabled and needy. In this way, On-us digital voucher not only enables event organizer to engage attendees and support the local community, but also provide a seamless way for them to make a positive impact on the environment. On-us digital voucher has been successfully adopted by a wide range of organizations, including the Hong Kong Institute of Human Resource Management, The University of Hong Kong, Cyberport and Hong Kong Cancer Fund for events such as their annual conferences, fund raisers and inclusive employment promotion campaigns.”
• Nikkei Asia reports that Hong Kong races to hire ESG talent amid green hub push: “Hong Kong is racing to fill thousands of sustainability jobs as a talent shortfall challenges efforts to turn the city into a green finance hub, observers say. Despite high salaries and a surge in open positions, scores of companies are struggling to beef up staff charged with ensuring they meet environmental, social and governance (ESG) standards. The talent gap has been aggravated by an exodus of expatriates and residents spooked by years of punishing COVID curbs and a political clampdown imposed by Beijing since huge anti-government protests broke out in 2019. 'A lot of financial institutions, credit rating agencies and big firms want to hire resources, and they're able to pay very high salaries to attract talent,’said Albert Lee, climate change and sustainability services partner for Hong Kong and Macao at accounting giant EY. ‘[But] not a lot of people were willing to move to Hong Kong over the last few years, and we have the issue of emigration. We probably face a more severe talent issue compared with other countries within the region.’”

• The Hindu Business Line reports that Corporate governance score for the top-100 listed companies dip in 2022: Report: “HDFC Life, HDFC, Infosys, Mahindra, Marico and Wipro were top scorers in the corporate governance index report.” See the underlying report here.
• The Financial Times reports about How did Hindenburg short Adani stock?: “People familiar with the firm’s modus operandi say it may have used single stock futures and the help of western banks in Singapore.” 

• The Australian Financial Review (AFR) reports that Class actions report tips surge in shareholder claims: “Big consumer businesses with data breaches or product recalls have overtaken banks as the most likely target of class actions and there is increasing scope for shareholder claims involving environmental, social and governance (ESG) issues.”
• The AFR reports that Wal King, Terracom sued in ASIC coal-testing whistleblower case: “The Australian Securities and Investments Commission said the Federal Court civil action includes its first alleged breaches of whistleblower provisions of the Corporations Act. ASIC also revealed it would hand over files to the Australian Competition and Consumer Commission, potentially delving into broader issues of alleged manipulation of test results across the coal industry.”
• The AFR reports that Woodside says Europe’s renewable rule shouldn’t apply to Australia: “European rules requiring green hydrogen projects to be hooked up to new sources of renewable energy will not be needed for Australian projects in the nascent sector, according to Woodside Energy.”
• The Conversation argues that Oil and gas companies are seen as climate villains. Truth is, we’ll need their expertise to make green hydrogen a reality: “These companies are not just going to disappear. Even after we stop burning oil in engines, we will need oil and gas as raw materials for plastics, glues, solvents, industrial chemicals and fertilisers. Eventually, we’ll find greener alternatives. But that will take decades.”