• Overview of Schedule 13F and why 13F filings aren’t reliable indicators of activity in a company’s stock
• Strategies activists use to avoid tipping their hands through a 13F filing
• The role 13F filings can play in a company’s efforts to identify an activist building a position in its stock
• Additional actions a company can take to determine if an activist is building a position
• The role of stock surveillance services
• Implications of rulemaking petition to amend 13F rules

• Preview of 2025 executive compensation matters 
• SEC disclosure and enforcement developments
• ISS and Glass Lewis updates 
• Shareholder proposals and voting trends 
• Investor expectations from the 2024 season and heading into 2025

• The Wall Street Journal reports Activist Investor Doubles Down on Calls for Executive Changes at BP: “Bluebell is pushing BP to remove its chairman and lead independent director”.
• The Financial Times reports Japanese property group Tokyo Tatemono targeted by UK activist fund: “Stakebuilding by Palliser Capital follows Elliott Management's move on sector peer Mitsui Fudosan”.
• The Financial Times reports Starboard accuses Pfizer management of $20bn value destruction: “Activist investor with $1bn stake says leaders should be held responsible for inadequate returns”.
• The Wall Street Journal reports Frasers Seeks to Appoint Owner Mike Ashley as Boohoo’s CEO: “The move comes just a day after Frasers dropped its bid to buy British luxury brand Mulberry, in which it holds a 37% stake”.
• The Times reports HSBC shareholders push for eventual full break-up of bank: “Move was proposed by investors last year but fiercely opposed by the lender”.
• The Financial Times reports Couche-Tard chief dismisses Seven & I break-up plan and urges talks on $47bn deal: “Canadian company’s executives are in Tokyo to try to move buyout offer forward”.

• The Times reports BP abandons target to cut oil production: “Murray Auchincloss, the energy group’s chief executive, is to formally ditch the goal, which had already been scaled back”.
• The Times reports Employers are backing away from EDI — a monster they cannot tame: “Caught between ‘progressive’ activists and the anti-woke, leaders want to take back control of  the diversity agenda so it unlocks talent in their workforce.”
• The Times reports Al Gore: ‘Investors now realise fossil fuels aren’t the future’: “The former US vice-president says the world is approaching a turning point on financing clean energy”.
• ESG News reports ClientEarth Files Greenwashing Complaint Against BlackRock Over ‘Sustainable’ Investment Claims: “ClientEarth claims that BlackRock’s so-called ‘sustainable’ funds have invested more than $1 billion in fossil fuel giants such as Shell, BP, Chevron, and others that are actively expanding their fossil fuel projects.”
• The Financial Times reports More than 100 CEOs call for climate action even as divide emerges: “Business leaders rally for support ahead of UN COP29 summit despite many global companies backtracking”.

• Barron’s reports Shareholders Say Companies Are Using New Tactics to Muzzle Them: “Attempts to assert that control has become easier as more companies hold online-only annual meetings. Investors who want to speak are being told they must read proposals verbatim, a departure from standard practice. If they go off-script, they are warned they’ll be muted. In some cases, companies are taking questions submitted online and summarizing them in ways investors believe distort their meanings—or not answering them at all.”
• The Financial Times reports Ballot box power is devolving to retail investors: “Proxy agencies and asset managers will still face scrutiny over their policies”.
• Tumelo’s CEO, Georgia Stewart wrote a letter to the Financial Times: Vanguard pilot shows investors want say in voting their shares: “We’re talking about 22,000 investors choosing to vote differently from Vanguard. For most, this will be the first time they’ve ever made a choice about voting their stock.”
• The Financial Times reports BlackRock wants to talk about retirement. Climate, not so much: “The US asset manager is promoting its pension and infrastructure offerings, after an ESG backlash.”

• ESG Today reports EU Commission Warns 17 Member States Over Failure to Implement CSRD Sustainability Reporting Rules: “The European Commission announced that it has sent letters to 17 EU member states, opening infringement procedures with the states over their failure to communicate that they have fully transposed the new Corporate Sustainability Reporting Directive (CSRD) into their national laws. The CSRD is a major update to the EU’s Non-Financial Reporting Directive (NFRD), the previous EU sustainability reporting framework, significantly expanding the number of companies required to provide sustainability disclosures to over 50,000 from around 12,000. Based on new underlying European Sustainability Reporting Standards (ESRS), the CSRD introduces more detailed reporting requirements on company impacts on the environment, human rights and social standards and sustainability-related risk.” Click here to read the press release from the EU Commission.
• The Financial Times reports Anatomy of a trade: how UniCredit built its Commerzbank stake: “Italian lender sidestepped bank ownership rules to build 21% position in German rival”.
• The Wall Street Journal reports Commerzbank Confirms Independent Strategy Ahead of Talks With UniCredit: “The lender expects its return on tangible equity to rise to more than 12% by 2027 on the back of higher earnings”.

• The Investment Association published its updated Executive Pay Guidelines: “The Investment Association (IA) has today published its updated ‘Principles of Remuneration’ which outlines IA member views on the commonly accepted approach to executive pay for the majority of companies.”
• The Wall Street Journal reports London-Listed Companies Given More Freedom to Boost Top Executives Wages: “The move follows a review aimed at ensuring that the U.K. markets continue to attract high-quality companies.”
• The Times reports Pension funds renew attack on London Stock Exchange: “Alliance of 87 council pension schemes demands answers over future of rules on corporate governance”.
• The Wall Street Journal reports Vodafone to Sell Italian Operations to Swisscom Without Need of Shareholder Approval: “The deal received regulatory clearance from the European Union Commission on Tuesday and is expected to be completed in the first quarter of 2025”.
• The Times reports Activist urges Watches of Switzerland to move listing to New York: “Gatemore Capital Management believes most of the company’s future revenue will be generated in the United States”.
• The Times reports Dry summer for London stock market as only two firms float: “Total raised by IPOs since January is down by almost half on the same period last year, according to EY”.

• The Financial Times reports VW boss Blume under pressure to give up top job at Porsche: “Calls mount for Volkswagen chief to focus on restructuring as management tries to close German factories and cut jobs”.
• Ethos announces Engagement: a new campaign targets virtual AGMs in Germany: “Ethos, the members of the Ethos Engagement Pool International, its German partner DSW, Shareholders for Change and Better Finance, representing a total of more than EUR 350 billion in assets under management, are calling on the largest listed companies in Germany to stop holding virtual-only annual general meetings and to instead opt for a hybrid model in future.”

• Les Echos reports Rethinking executive compensation (“Repenser la rémunération des dirigeants”): “Pay gaps are increasing at CAC 40 companies, and its facing criticism. To combine performance and social responsibility, Boards must review their compensation models, writes Cyril Brégou, partner at People Base CBM.”
• Les Echos reports Women for CEO, a mixed collective to break through the glass ceiling (“Women for CEO, un collectif mixte pour percer le plafond de verre”): “Achieving parity in executive positions in less than ten years is the objective of this collective of 400 people (46% of whom are men).”
• Les Echos reports Executive compensation: ESG inclusion is still insufficient (“Rémunération des dirigeants : des pratiques ESG toujours insuffisantes”): “It is difficult to consider the non-financial in the same way as the financial in the corporate strategy, as the Draghi report on European competitiveness encourages.”
• Les Echos reports Boards determined to further challenge management (“Des « boards » bien décidés à davantage challenger les directions générales”): “Even without an executive responsibilities, boards of directors can be a source of stimulation and innovation for a company.”

• Bloomberg reports UBS Chair Tells Paper He Underestimated Response to Ermotti Pay: “UBS Group AG Chairman Colm Kelleher said he had underestimated the negative public response to Chief Executive Officer Sergio Ermotti’s 14.4 million Swiss franc ($17.1 million) pay package in 2023. In an interview with Swiss newspaper SonntagsBlick, Kelleher said there was almost exclusively positive feedback on Ermotti and his work to steer UBS through the integration of failed rival Credit Suisse, until the bank announced the CEO’s remuneration.” Read the underlying article here.

• Eumedion selects ‘progressive climate action plan’ and ‘high-quality sustainability statement’ as its 2025 focus points: “Eumedion expects Dutch listed companies to align their climate action plan with (at least) the minimum requirements of the Corporate Sustainability Due Diligence Directive by 2025. In addition, Eumedion calls for a high-quality sustainability statement to be published for the first time in 2025 under the Corporate Sustainability Reporting Directive (CSRD).”

• Il Sole 24 Ore reports Mergers and acquisitions, transactions in Italy in the first nine months worth more than 61 billion (“Fusioni e acquisizioni, nei primi nove mesi operazioni in Italia per oltre 61 miliardi”): “The third quarter of 2024 confirms the strong recovery of the Italian M&A market already observed in the first half of the year. Indeed, the first nine months of 2024 recorded a total deal value of €61.1 billion, thanks to the return of large deals (+147% compared to €25 billion in the first nine months of 2023). In the last quarter in particular, three major deals above €1 billion were concluded, adding to the 10 deals closed in the first.”
• Il Sole 24 Ore reports Snam: 26 billion plan to 2032 to zero all emissions by 2050 (“Snam: piano da 26 miliardi al 2032 per azzerare tutte le emissioni entro il 2050”): “The Group launches the strategy to achieve net zero and precise targets related to the biodiversity of ecosystems affected by the presence of plants and pipelines.”
• Milano Finanza reports Gender gap, male CEOs earn 41% more than female CEOs (“Gender gap, i ceo uomini guadagnano il 41% in più delle amministratrici delegate donne”): “In Italian listed companies, according to the 2023 Consob report on corporate governance, the presence of women reached the highest values of 43.1% of positions as directors and 41.3% of those as members of the supervisory board. Still dramatic, however, is the salary gap for equal positions, Assonime shows. Male CEOs earn 41% more than female CEOs.”
• Milano Finanza reports Standard Ethics crowns Fineco as ESG champion: here's why the company has the highest rating (“Standard Ethics incorona Fineco come campione Esg: ecco perché la società ha la valutazione più alta”): “The agency raises the sustainability rating of the asset management group. With the assignment of EEE- to Fineco, the highest Esg rating that Standard Ethics assigns to companies returns among the major Italian listed companies. Before Fineco, the last to enjoy this rating was Eni, which maintained it until 2019, when it was lowered to EE+, still a very positive assessment.”

• The Financial Times reports Top BBVA shareholder sells out over Sabadell hostile bid: “GQG Partners, which also holds stakes in Commerzbank and CaixaBank, sold shares during the summer”.
• Expansión reports Brussels begins the process to authorize BBVA's takeover bid for Sabadell (“Bruselas inicia el trámite para autorizar la opa de BBVA por Sabadell”): “When BBVA launched the takeover bid project to acquire Sabadell, the bank already left the door open for the European Commission to authorise the operation, verifying that it was not based on hypothetical subsidies from foreign countries. This is a recent regulation, but it affects all mergers and acquisitions in Europe. This regulation, known as FSR, requires companies interested in participating in a purchase operation to detail the public aid received previously and to formally declare that this will not be used to buy European companies. Brussels has until November 26 to respond or make any kind of reservation to BBVA. After that date, the European Commission's authorization will be given automatically "by administrative silence," say sources from the bank, who are confident that Europe will not oppose the merger in any case.”
• CincoDías reports CNMV gives green light to Andbank's purchase of Gesconsult (“La CNMV da luz verde a la compra de Gesconsult por parte de Andbank”): “The Andbank group already has permission from the National Securities Market Commission (CNMV) to acquire 78% of the shares of the fund manager Gesconsult.”
• Expansión reports Riquelme and the Zardoya family take Cox public in Spain for at least 1.2 billion (“Riquelme y la familia Zardoya sacan Cox a Bolsa en España por al menos 1.200 millones”): “The water and energy treatment facilities services group has announced its intention to go public on the continuous market in Spain with a placement of new shares, via a capital increase, with which it intends to raise at least 300 million euros. Taking into account that legally, to go public in Spain, at least a placement of around 25% is required, the initial value of the group would be 1.2 billion euros.”

• Governance Intelligence reports Pay-gap report proposal garners support at P&G: “The proposal, filed by Arjuna Capital, asked the company to report ‘on both quantitative median and adjusted pay gaps across race and gender, including associated policy, reputational, competitive and operational risks, and risks related to recruiting and retaining diverse talent.’ It defines racial/gender pay gaps as the difference between non-minority and minority/male and female median earnings expressed as a percentage of non-minority/male earnings.”
• Fortune reports 23andMe’s entire board resigned on the same day. Founder Anne Wojcicki still thinks the startup is savable: “23andMe has garnered takeover interest from a small New York–based DNA testing startup called Nucleus, but Wojcicki has maintained she is not open to outside offers. If she does manage to retain control, she would join a handful of large company founders who have wrestled back control of their company from public markets, as Michael Dell did in 2013, or as others have from private equity groups.”
• CFO Dive reports NYSE poised to curb serial reverse stock splits: “The New York Stock Exchange is proposing to limit the use of reverse stock splits that companies typically use to boost slumping share prices in order to avoid delisting and get back in compliance with the requirements that average closing share prices remain at $1 or more over a 30-day trading period, according to a notice of the proposed rule change dated Oct. 10.”
• The Financial Times reports Chevron will leave John Hess off its board to win merger approval: “US oil major had planned to appoint Hess CEO as part of its $53bn takeover of his company”.
• The Financial Times reports Yes, CEOs are moving left, but ‘woke capitalism’ is not the whole story: “The corporate world has taken a progressive turn, while polarization is also on the rise”.

• The Financial Times reports Tokyo Metro rises 45% on debut in Japan’s biggest IPO since 2018: “Underground railway network has raised $2.3bn in heavily oversubscribed listing”.

• Pensions & Investments reports BlackRock’s Fink calls for Western firms to review China ties: “Western companies should be reassessing their ties to China in light of its support for the Russian Economy according to BlackRock CEO Larry Fink.”

• Conventus Law reports Corporate Governance In Indonesia: Board Structure: “Indonesia adopts a two-tier board system comprising the board of directors (BOD) and the board of commissioners (BOC).”

• Fintech News Hong Kong reports Hong Kong and Dubai Authorities to Drive Sustainable Finance Efforts: “The Hong Kong Monetary Authority (HKMA) and the Dubai Financial Services Authority (DFSA) have signed a MoU to deepen their strategic partnership and strengthen collaboration on sustainable finance.”

• The Australian Financial Review reports 2024’s most powerful and influential directors revealed: “The rankings come amid a fiery start to the AGM season where governance experts warn that directors face high protest votes against their re-election and company remuneration reports, amid regulatory cases and scandals at major companies including ANZ, ASX, Qantas, Nine, Coles and Woolworths, Super Retail Group, Mineral Resources and WiseTech.”
• The Australian Financial Review reports Future Fund ramps up ‘alarming’ fossil fuel exposure: “The country’s sovereign wealth fund has increased its exposure to some of the biggest fossil fuel companies by almost 11 per cent, fuelling criticism it is breaching its promises to manage climate change risk and invest in line with the interests of future Australians.”