• The Economist argues that Activist investors are becoming tamer: “’When we go at ’em,’ Carl Icahn growls, proudly, ‘we go at ’em.’ After decades as chief executives’ number-one tormentor, the 86-year-old’s disdain for them has softened only a tad.”
• The Financial Times reports that Elliott to close Tokyo office and shift Asia investing to London: “Move by US hedge fund, which has built stakes in prominent Japanese targets, follows departure from Hong Kong last year.”
• Responsible Investor reports that Chris Hohn hits out at NBIM for failure to file shareholder resolutions: “Hedge fund heavyweight Chris Hohn deems regulation ‘only solution’ to curb corporate emissions.”
• The Financial Times reports on how K-pop’s big corporate showdown boosts Korean activists: “Fledgling domestic fund wins vote to appoint auditor at entertainment behemoth.”
• The Wall Street Journal reports that Chinese Insurer Ping An, HSBC’s Top Shareholder, Turns Low-Key Activist: “British bank is facing pressure to separate its lucrative Asian business from its operations elsewhere.”
• The Economist asks What’s behind the exploding number of shareholder resolutions on corporate purpose? “Our podcast on markets, the economy and business. This week, we look at the shifting frontline in the battle over what companies are for.”
• Reuters reports that Japan's Toshiba brings in M&A adviser and activists in board overhaul: “Toshiba Corp nominated an executive from M&A advisory firm Houlihan Lokey as chairperson and activist shareholders as outside directors on Thursday, in a board overhaul that could intensify pressure to take the conglomerate private. Ahead of its annual shareholders' meeting on June 28, Toshiba nominated Akihiro Watanabe, the founder of Japanese M&A advisory firm GCA Corp, which was recently acquired by U.S. investment bank Houlihan Lokey.”
• The Financial Times reports that Twitter shareholders vote against Silver Lake’s Egon Durban in board role: “Private equity co-chief offers resignation after investors issue rare rebuke amid Elon Musk takeover saga.”
• The Deal reports that Petrus Advisers Threatens Starwood with Court Action: “Petrus Advisers LLP on Wednesday, May 11, said it planned to challenge certain shareholder meeting decisions of Austrian real estate developer CA Immobilien Anlagen AG in court, after exposing what it said were ‘deplorable’ governance shortfalls.”
• The Financial Times reports on The rise of conservative shareholder activism: “Conservative activists in the US have filed a record number of proposals this year as they try to counter what they call ‘woke-ism’ in corporate America.” 

• Reuters reports that BlackRock to back fewer shareholder resolutions in this AGM season: “BlackRock said on Tuesday it expected to support fewer shareholder resolutions on issues such as climate change in the current season of annual general meetings, as many proposals were too prescriptive. BlackRock, the world's biggest asset manager, with just under $10 trillion in assets, has moved to strengthen its stance on climate issues in recent years, aiming at helping clients navigate the transition to a low-carbon economy.” See here for the BlackRock announcement “2022 climate-related shareholder proposals more prescriptive than 2021”.
• The Financial Times reports that Asset managers divided by HSBC executive’s climate criticism: “Stuart Kirk’s speech has won plaudits for prompting debate, but drawn criticism for downplaying risks”. Watch Stuart Kirk’s full presentation at the FT Live Moral Money Summit Europe conference here.
• IR Magazine reports that Companies worth $38 tn sign up for science-based climate targets: “Global companies worth $38 tn had approved emissions reduction targets or commitments by the end of 2021 but the world is still not on track to halve emissions by 2030, according to new research from the Science Based Targets initiative (SBTi).”
• The Wall Street Journal reports how the SEC Proposes More Disclosure Requirements for ESG Funds: “Agency votes to float plans to give investors more information on environmental, social and corporate-governance vehicles.”
• The Financial Times reports that Vanguard refuses to end new fossil fuel investments: “World’s second-largest asset manager cites its duty to maximise returns for clients.” Additionally, Bloomberg reports that BlackRock Tells Texas It Supports Investments in Oil and Gas: “Firm says in letter that it doesn’t boycott energy companies. It oversees about $310 billion of investments in energy firms.”
• Responsible Investor reports that BNY Mellon Investment Adviser pays $1.5m SEC fine for ‘misstatements and omissions’ on ESG: “The SEC found that ‘numerous investments held by certain funds did not have an ESG quality review score as of the time of investment’.”
• The Financial Times reports that ESG funds pulled down by tumble in tech shares: “Funds focused on environmental and governance issues have heavy allocations to tech sector.”
• Reuters reports that Big Oil gets investor reprieve as energy worries trump climate concerns “Big Oil has enjoyed an easier ride at shareholder meetings so far this year compared with last year's punishing run of hostile investor votes tied to climate concerns, as those issues have been eclipsed by tight oil supplies. Major oil companies have handily defeated several high-profile climate resolutions brought by shareholder activists in the current run of annual general meetings.”

• The Financial Times reports that the Norwegian oil fund denounces ‘corporate greed’ over executive pay: “World’s largest sovereign wealth fund has voted against packages at Intel, Apple, IBM and GE so far this year.”
• The Daily Telegraph reports about how an ‘Anti-woke’ fund takes on ‘ideological cartel’ of BlackRock and Vanguard: “‘Woke Inc’ author Vivek Ramaswamy calls his approach ‘excellence capitalism'.”
• The Wall Street Journal Reports that Pay Packages for CEOs Rise to Record Level: “Stock awards pushed median compensation to sixth straight record; nine CEOs got packages of $50 million or more.” 

• Bloomberg reports that ECB Splinters Over Right to Police Banks’ Path to Net-Zero: “A divergence of opinion is forming among Europe’s top banking regulators which could weaken efforts to prepare the financial sector for climate change, according to people familiar with the matter. The European Central Bank is poised to get the power to oversee so-called transition plans by 2025, in which lenders map out their path to a carbon-neutral future. Yet several national officials who sit on the ECB’s supervisory board are sceptical that climate risks merit new rules, and some are wary that the initiative exceeds the central bank’s mandate, said the people, who asked to remain anonymous because their discussions are private.”

• The Financial Times reports that Dropping of UK audit bill from Queen’s Speech comes under fire: “Government criticised after fresh delay to long-promised reform of accounting and corporate governance.”
• The Guardian reports ‘Unacceptable’: Aviva CEO hits back at shareholder sexism: “Amanda Blanc says sexism in business has actually got worse after being told she is ‘not the man for the job’.”
• The Financial Times reports that the Big Four accountancy fines could in future go to UK state coffers: “Industry bodies which have received £50mn in recent penalties say they are open to reform.”
• Reuters reports that BP wins shareholder support for climate strategy: “BP shareholders on Thursday backed the energy company's climate strategy, while fewer investors than last year supported a resolution filed by an activist group urging faster action to battle climate change.” Additionally, Reuters reports that Shareholders back Shell's climate strategy after raucous meeting: “Shareholders backed Shell's climate strategy in a meeting on Tuesday that was disrupted by dozens of climate protesters, while a climate activist proposal from the Follow This group received fewer votes than last year. It followed a Dutch court ruling in May 2021, telling the company to reduce greenhouse gas emissions in absolute terms by 45% by 2030 across the entire lifecycle of its hydrocarbons.”
• The Times reports that Adriaan Nuhn and Jörg Gerbig step down at Just Eat Takeaway before AGM: “The chairman of Just Eat Takeaway resigned before the food delivery group’s annual meeting today after acknowledging shareholders’ concerns at the way the company has been run.”
• The Financial Times reports that Head of UK audit regulator in frame to chair HS2: “Sir Jon Thompson’s departure would create fresh upheaval at audit watchdog say executives”.
• The Independent reports that Barclays and Standard Chartered shareholder meetings disrupted by protests: “Barclays chairman Nigel Higgins was repeatedly interrupted by climate change activists in the audience.”

• L’Agefi reports that Ipsos shareholders deprive their former CEO of his exceptional pay award (“Les actionnaires d’Ipsos privent leur ancien PDG de son indemnité exceptionnelle”): “Indeed, Didier Truchot's remuneration, when he was CEO, was rejected by about 58%. Yet Didier Truchot controls almost 19% of the voting rights in Ipsos. Truchot, who was CEO until 30 September 2021 and interim CEO until 14 November 2021, expressed his dismay, recalling that his remuneration policy had been adopted by 94.26% last year.”
• The Financial Times reports that Activist Bluebell Capital calls for shake-up at France’s Saint-Gobain: “Fund seeks to reshape one of country’s oldest companies and replace chair of building materials group.”
• Option Finance reports on General Meetings: the subjects that make [shareholders] angry (“Assemblées générales : les sujets qui fâchent”): “As the first general meetings have been taking place for the past three weeks, three subjects seem to be of particular interest to shareholders this year. While the issue of remuneration is still sensitive, investors are also more demanding on ‘say on climate’ proposals. Finally, they are expressing their disagreement with the increase in the age of directors.”
• The Financial Times reports that SocGen chief Frédéric Oudéa to step down after 15-year tenure: “Europe’s longest-serving bank boss to leave French lender in May 2023 after navigating multiple crises.”
• Option Finance reports on Climate: institutional investors want to have their say (“Climat : les gérants veulent avoir leur mot à dire”): “Starting at the end of 2020, the practice of “say on climate” consists, for a listed company, of asking its shareholders for their opinion on its energy transition strategy. A vote that is certainly consultative, but applauded by responsible investors who see it as a virtuous practice. However, there is a risk of transforming the exercise into a greenwashing tool.”

• The Commission, Regierungskommission Deutscher Corporate Governance Kodex, has announced that Code reform 2022 highlights importance of ESG (“Kodexreform 2022 hebt Bedeutung von ESG hervor”): “After a comprehensive consultation process and in-depth deliberations by the Government Commission on the German Corporate Governance Code, the amended Code was sent to the Federal Ministry of Justice for review and was published today on the Government Commission's website. The new code will come into force when it is announced by the ministry in the electronic Federal Gazette. Until then, the Code version dated December 16, 2019 will form the basis for the annual declarations of compliance.” See the full announcement here.
• Börsen-Zeitung reports that Shareholders get more rights in virtual Annual General Meeting (“Aktionäre bekommen mehr Rechte in virtueller Haupt versammlung”): “Investors and investor representatives have been up in arms against the restriction of shareholder rights in online general meetings. Now the legislator has relented.”
• The Financial Times reports that Munich court opens door to reclaim dividends from Wirecard investors: “Collapsed payment group’s annual statements declared invalid in landmark ruling.”
• Handelsblatt reports that Investors criticize the tight AGM schedule and digital shareholder meetings (“Investoren kritisieren engen HV-Terminkalender und digitale Aktionärstreffen”): “Many general meetings within a few days present shareholders with major challenges. The new law for virtual meetings is also causing explosives.”
• Allen & Overy released a client bulletin on The planned anchoring of the virtual shareholders' meeting in the German Stock Corporation Act (“Die geplante Verankerung der virtuellen Hauptversammlung im Aktiengesetz”): “On April 27, 2022, the government draft for the (permanent) introduction of the virtual shareholders' meeting for the AG and consequently also the KGaA and the SE was published.”
• The Financial Times reports that Germany’s corporate whistleblowers stuck in legal nowhere land: “Three years after EU directive, activists say legislation aimed at boosting safeguards should go further”.

• Milano Finanza reports that Golden power, Edizione and Blackstone make a takeover bid on Atlantia (“Golden power, Edizione e Blackstone notificano l'opa su Atlantia”): “The Benetton family and the American fund have sent a communication to the government to verify that the €23 per share offer does not require the use of golden power.”
• The Bank of Italy published its first Report on sustainable investments and climate-related risks: “This Report, which is prepared annually, is the Bank of Italy's response to the commitment - undertaken with the Responsible Investment Charter - to communicate the results achieved by the sustainable investment strategies adopted for portfolios not related to monetary policy, and to contribute to fostering the ESG culture in the financial system and among citizens.”
• Il Sole 24 Ore reports on the Sustainability Leaders 2022: Italian companies at the top of the ESG revolution (“Leader della sostenibilità 2022: le società italiane ai vertici della rivoluzione Esg”): “The second edition of the list signed by Sole 24 Ore and Statista.”
• The Financial Times reports that Monte dei Paschi battle rumbles on after verdicts quashed: “Thirteen executives acquitted of helping world’s oldest bank hide more than €2bn losses.”

• The Financial Times reports that Credit Suisse shareholders refuse to absolve bosses over Archegos losses: “Lender fails in attempt to discharge directors’ legal liabilities but survives two other contentious votes”.
• Le Temps published a blog post by Vincent Kaufmann, CEO of the Ethos Foundation, entitled Climate: shareholder pressure is increasing on banks (“Climat: la pression des actionnaires s’accroit sur les banques”): “Although the 2022 general meeting season for listed companies is not yet over, it has already been marked by growing pressure from shareholders on companies in terms of the climate. And more particularly on the major international banks singled out for the credits they grant and the investments they make in companies active in the fossil fuel sector. Banks indeed play a key role in the objective of realigning financial flows towards the energy transition.”

• Agencia EFE reports that Only 14% of Spanish listed companies have a sustainability committee (“Sólo el 14 % de las cotizadas españolas tiene comisión de sostenibilidad”): “According to the report, which analysed 5,295 listed companies from 50 countries, a significant part of the current relevance of these committees stems from the concern of different stakeholders and shareholders regarding the environmental and social impact of companies, which has been accelerated by the outbreak of the pandemic.”
• elDiario.es reports that The CNMV calls for “accelerating” the presence of women in the most important positions in listed companies (“La CNMV pide “acelerar” la presencia de mujeres en los puestos más relevantes de las cotizadas”): “In the Ibex, 35% of directors are female, compared to the 40% target for this year; according to the regulator, ‘the evolution is positive’, but it calls for ‘accelerating the incorporation of more women in positions of greater responsibility’, especially executive and senior management positions.”
• elEconomista.es reports that Iberdrola will use blockchain technology to certify the votes of its board (“Iberdrola usará tecnología blockchain para certificar los votos de su junta”): “Iberdrola will use blockchain technology to certify the participation of its shareholders in the General Meeting to be held on June 17. In this way, the electricity company chaired by Ignacio Galán will become the first Ibex 35 company to use this technology, in an event in which participation takes on special importance, since if a 70% quorum is reached, the shareholders will receive a dividend of involvement (a gross euro every 200 shares).”

• The Irish Times reports how Government seeks public views on banker pay caps: “Department of Finance launches consultation paper on banks amid sector assessment”.
• The Irish Times reports how Irish banker pay cap poses ‘systemic risk’ for sector, lobby chief warns: “Retention of talent cited as key issue as overseas lenders and fintech disrupt market”.

• The Wall Street Journal reports how the SEC Proposes More Disclosure Requirements for ESG Funds: “Agency votes to float plans to give investors more information on environmental, social and corporate-governance vehicles.” See the SEC announcement here.
• The Securities and Exchange Commission announces that it Extends Comment Period for Proposed Rules on Climate-Related Disclosures: “‘Today, the Commission acted to provide the public with additional time to comment on three proposed rulemakings that have drawn significant interest from a wide breadth of investors, issuers, market participants, and other stakeholders,’ said SEC Chair Gary Gensler. ‘The SEC benefits greatly from hearing from the public on proposed regulatory changes. Commenters with diverse views have noted that they would benefit from additional time to review these three proposals, and I'm pleased that the public will have additional time to provide thoughtful feedback.’”
• The Wall Street Journal reports that Lawmakers Seek to Curb Voting Power of BlackRock, Vanguard and Other Big Asset Managers: “Expected GOP bill would require large money managers to give passive-fund investors a way to vote proxies.”
• ISS writes that May 19 to Mark Peak U.S. Corporate Annual Meeting Date: “Nearly 40 percent of all Russell 3000 companies will hold their annual meeting in May, including 237 constituents of the large-capital S&P 500, according to an ICS analysis of U.S. proxy filings through May 6. The peak day of May 19 will see 119 meetings scheduled for companies across industries, including household names such as AT&T, AvalonBay Communities, The Cheesecake Factory, Discover Financial Services, Dropbox, Home Depot, JetBlue Airways, and Western Union. The next busiest days for U.S. annual meetings will be May 18 and May 26 when 115 Russell 3000 companies convene their shareholders on each of those days, followed by May 25 when 106 firms will hold meetings.”
• The Deal reports Delaware Weighs In On Director Independence: “In his May 2 decision, Glasscock surveyed the recent case law on director independence in a variety of contexts, which as a whole ‘crystallizes the importance of assessing independence in a precise factual context,’ he wrote. ‘Successfully impugning a director’s independence with respect to voting on transactions should be more difficult than challenging that same independence with respect to assessing a demand,’ he continued.”
• TheCorporateCounsel.net reports SEC Chair Requests More Resources: “In his remarks, Gensler noted that the Division of Corporation Finance has shrunk a whopping 19% since 2016. Over that same period, the Division’s workload has grown. Gensler notes that in fiscal year 2016, Corp Fin reviewed filings related to approximately 510 new registrants, while that grew almost fourfold last year, to 1,960.”
• The Wall Street Journal reports that Investors Protest Executive Pay at JPMorgan, Intel and Coca-Cola: “Nonbinding ‘say on pay’ votes against compensation packages for chief executives are aimed at influencing board decisions.”
• Bloomberg reports on SEC Judges’ Constitutional Cloud Darkens After Appeal Ruling: “The Fifth Circuit darkened the legal cloud over the SEC’s use of in-house judges to hear cases, saying Wednesday the system violated a hedge fund manager’s constitutional right to a jury trial in federal court.  Congress’ delegation of legislative power to the Securities and Exchange Commission was unconstitutional because it failed to “provide an intelligible principle by which the SEC would exercise the delegated power,” the US Court of Appeals for the Fifth Circuit said in a 2-1 opinion.”
• The Wall Street Journal reports that Judge Strikes Down California Law Mandating Women on Boards: “Decision follows a similar ruling last month on a separate law requiring racial or ethnic diversity on boards.”
• Reuters reports that Top Wall Street firms, Ford to disclose directors' race and gender: “Four top Wall Street firms and Ford Motor Co will start to disclose the race and gender of individual directors under deals reached with New York City pension officials, the city's comptroller, Brad Lander, said on Thursday, while a utility company has pushed back on the idea.”

• The South China Morning Post reports that HSBC sets aside US$5 billion in sustainable financing to fund projects in the Greater Bay Area to reduce carbon emissions: “HSBC has launched a US$5 billion sustainable finance scheme to support companies in the Greater Bay Area (GBA) that are aiming to lower their carbon emissions. The bank’s GBA Sustainability Fund, which runs for 18 months, will accept applications from companies of all sizes based in the southern China megalopolis of 11 cities that engage in activities to lower their carbon emissions, according to a statement on 17 May 2022. These include manufacturers and real estate developers involved in sectors such as climate change adaptation, pollution prevention, wastewater management, clean transportation, renewable energy, sustainable water resources and others, the bank said. Emerging climate technology businesses that are at a pre-profit stage will also be eligible for the scheme.“HSBC is dialling up all-round support for businesses of all sizes to transition towards low carbon operations,” said Frank Fang, general manager and head of commercial banking in Hong Kong and Macau at HSBC.”
• The Asset reports that ESG disclosure with Chinese characteristics ready: “The China Enterprise Reform and Development Society (CERDS), Ping An Insurance Company of China and dozens of other companies in the country have developed its first environmental, social and governance (ESG) disclosure standards, which come into effect June 1. The Guidance for Enterprise ESG Disclosure, which was published by CERDS, is based on relevant Chinese laws, regulations and standards while considering China's context. It includes a corporate disclosure indicator system with three dimensions – environmental, social and governance – and provides a basic framework for their disclosure. The guidance also specifies disclosure principles, indicators, requirements, applications, responsibilities and supervision for enterprises of different types, industries and sizes. It can support Chinese enterprises in their ESG governance practices and disclosure, serving as a reference for self-evaluation and third-party evaluation.”
• TechCrunch reports that Chinese fuel cell maker eyeing SPAC deal for $1B US listing: “If the deal with its undisclosed suitor goes through, Shenzhen State Fuel Cell Corporation (SFCC) will become the latest in a long line of electric vehicle companies to choose the short route to an IPO. The deal comes at a time when companies that took the SPAC route are facing increasing scrutiny in the U.S., as many EV companies that went public in the last two years haven’t fared well, leading to the U.S. Securities and Exchange Commission (SEC) launching investigations into allegations of misleading shareholders. Toyota, Honda and other global automakers have also invested in research and development to bring fuel cell vehicles to market.”
• The Financial Times reports that Arm China’s renegade chief makes his last stand: “Allen Wu refuses to surrender control in extraordinary corporate battle at UK chip designer”.

• The Japan Times reports on how Japan Inc. to be required to disclose gender pay gaps, Kishida says: “Prime Minister Fumio Kishida pledged on Friday to require big firms to disclose wage gaps between men and women as a centrepiece of his ‘new capitalism’ agenda to be compiled this summer that seeks to balance economic and social concerns.”
• The Japan Times reports on how Nomura starts offering bitcoin derivatives to clients in Asia: “Nomura Holdings Inc. has started offering bitcoin derivatives to clients in Asia after institutional demand for cryptocurrency products increased ‘significantly’ in the past two years.  Japan’s biggest brokerage is offering nondeliverable forwards and nondeliverable options settled in cash, and can now trade bitcoin futures and options, Tim Albers, head of forex structuring in Asia excluding Japan, said in an interview.”
• The Japan Times reports that Investors push Japan’s J-Power to accelerate climate action: “Japan’s top independent utility Electric Power Development Co., known as J-Power, is under pressure from investors including Man Group PLC and Amundi SA to set more stringent targets for climate action.  Shareholder proposals filed by Amundi, Europe’s biggest asset manager, Man Group, the largest publicly listed hedge fund, and others call on the electricity producer to set new short- and medium-term emissions reduction targets and to disclose details on how to meet those goals.”
• The Japan Times reports that Nippon Steel reveals plans to deliver 'carbon neutral' steel: “Japan’s biggest steelmaker Nippon Steel Corp. plans to supply carbon neutral steel from the fiscal year starting in 2024, it said on Tuesday.”
• International Finance Law Review reports that Japan’s TSE changes must go further on corporate governance: “The Tokyo Stock Exchange revamp will be of little use without fundamental changes to allegiant holdings and independent director training, suggest sources”.

• Mint reports that Sebi forms advisory committee for ESG-related matters: “Essentially, the terms of reference of the committee will include enhancements in business responsibility and sustainability report, ESG ratings and ESG investing. In terms of the Business Responsibility and Sustainability report the committee will look at reviewing leadership indicators that may be made essential - including those related to value chain along with developing sector specific sustainability disclosures.” Read the full announcement from the SEBI here.

• The Age reports reports that ASX cracks down on ethical fund ‘greenwashing’: “The Australian Securities Exchange has joined Australia’s prime financial regulator in cracking down on investment funds that claim to be ‘green’ but whose claims cannot be substantiated.”
• The Sydney Morning Herald writes Cannon-Brookes, AGL chief clash over future of Australian energy giant: “AGL Energy has conceded its controversial demerger plans are not consistent with Paris climate goals, despite a majority of shareholders indicating last year they would supporting a demerger only if it met climate targets.”
• The Brisbane Times reports that Woodside shareholders back BHP buy but blast climate plan: “Woodside shareholders have overwhelmingly approved its acquisition of BHP’s oil and gas business, but almost half of votes rejected the energy giant’s plans to address climate change, in what may be the strongest ever vote against a company’s climate policy.”
• The Australian Financial Review reports that Bear market realities will follow politics’ ESG moment: “Australia’s corporate leaders will recognise only too well the forces that swept the Morrison government out of office on Saturday night and ushered in a teal wave of independents. After all, they’re the same forces that have transformed the business sector in the past five years.”