Fighting Short-Termism with Worker Power – Roosevelt Institute

In a new paper, Susan R. Holmberg asks:

“Can Germany’s co-determination system fix American corporate governance?” Prioritizing immediate increases in share price and payouts at the expense of long-term business investment and growth—a behavior we refer to as short-termism—has driven the inequality crisis in America and weakened our economy. By comparing the German stakeholder system of co-determination to corporate governance in the U.S., we find that emboldening workers with legitimate stakeholder power can help hold back the forces of short-termism.

Workers especially, who are investing in companies with their own labor on a daily basis, have a legitimate claim as corporate stakeholders, and it will serve companies, and society more broadly, if we—on the left at least—felt empowered enough to stake this claim.

Source: Fighting Short-Termism with Worker Power – Roosevelt Institute

Monsanto banned from European parliament | Environment | The Guardian

Monsanto lobbyists have been banned from entering the European parliament after the multinational refused to attend a parliamentary hearing into allegations of regulatory interference.It is the first time MEPs have used new rules to withdraw parliamentary access for firms that ignore a summons to attend parliamentary inquiries or hearings.

Monsanto officials will now be unable to meet MEPs, attend committee meetings or use digital resources on parliament premises in Brussels or Strasbourg.While a formal process still needs to be worked through, a spokesman for the parliament’s president Antonio Tajani said that the leaders of all major parliamentary blocks had backed the ban in a vote this morning.

“One has to assume it is effective immediately,” he said.MEPs had been incensed at a Monsanto decision to shun a hearing organised by the environment and agriculture committees, with academics, regulators and campaigners, on 11 October.The meeting is expected to hear allegations that Monsanto unduly influenced regulatory studies into the safety of glyphosate, a key ingredient in its best-selling RoundUp weedkiller.

Source: Monsanto banned from European parliament | Environment | The Guardian

The Mixed Results of A Korean Governance “Reform”

Does a company still deserve a good governance grade if shareholder-friendly reforms also help the chairman cement his power and drive out rivals? South Korea’s fifth-largest family-owned conglomerate, which has $100 billion of assets, won approval from shareholders Tuesday to restructure most of its sprawling business under one holding company….Governance proponents are probably cheering Lotte’s moves, which take the candy-to-chemicals conglomerate’s cross shareholdings to 18 from 67. (Lotte’s chemical and hotel operations remain excluded from the holding company).

But Shelly Banjo argues that this is the right move for the wrong reasons, and it will consolidate the power of the insiders, the family who controls the company with 42.7 percent of the stock.

Source: Lotte’s Colored Lens – Bloomberg Gadfly

Firms facing revolt over executive pay to be named on public register | Business | The Guardian

A new register naming firms that find themselves under shareholder pressure over executive pay is to be launched later this year as part of government plans aimed at curbing boardroom excess and increasing transparency.In what was described by the government as a world first, the new register will name firms where a fifth of investors have objected to proposed executive annual pay packages.

However, the unveiling of the policy marks a retreat from the much more radical approach which had originally been touted by Theresa May in the form of promises to increase the frequency of binding shareholder votes on corporate pay policies. The policies of listed British companies are currently subject to a binding vote every three years.

Source: Firms facing revolt over executive pay to be named on public register | Business | The Guardian

Investor activism is surging in continental Europe

Leave it to the Americans to besiege European companies in August, when the entire continent is on holiday. It emerged this month that Corvex Management, an American hedge fund, had built up a $400m position in Danone, a French food giant. AkzoNobel, a Dutch paints-and-chemicals firm which has been under heavy fire from Elliott Advisors, a subsidiary of another American activist fund, agreed to appoint three new directors to its board. An even bigger skirmish is under way in Switzerland, where Third Point, an American fund run by Daniel Loeb, is seeking to shake up Nestlé, the world’s biggest food company. Ulf Mark Schneider, Nestlé’s new boss, is under pressure to present bold plans to investors in September.

Such tussles used to be relatively rare in Europe. But shareholder activism is on the rise, with restive investors demanding corporate overhauls. Armand Grumberg, a mergers lawyer in Paris, last year counted 70 such campaigns in continental Europe. He expects this year to be even livelier. “It is the new normal,” he says.

The surge in activism has several causes. As American activist funds jostle to find targets at home, some are seeking less well-trodden hunting grounds abroad. Relatively cheap European firms are tempting prey. Many Americans also see continental models of corporate governance as ripe for disruption. Americans (and Britons) think that boards must prioritise shareholders’ interests; Europeans, backed by courts, insist boards should also take the interests of staff, creditors and suppliers into account.

Source: Investor activism is surging in continental Europe

Danone can stomach new activist investor – Breakingviews

Carol Ryan writes approvingly about a small stake by an activist investor in a previously entrenched French company:

Danone can stomach a new activist investor. A stake reportedly taken by U.S. hedge fund Corvex Management in the French yoghurt maker may be small, but would bring welcome pressure on management to meet its new margin target. Danone was once shielded from a Pepsi bid by the French state. If new investors bring good ideas and discipline, such defences won’t be necessary.

Keith Meister, the founder of Corvex and previous right-hand man of activist Carl Icahn, owns approximately 0.8 percent of Danone’s share capital, according to Bloomberg. The bite-size holding means Corvex is in no position to make aggressive demands, such as its ongoing attempt to derail a merger between chemicals groups Clariant and Huntsman.

Still, Meister’s arrival steps up pressure on Danone Chief Executive Emmanuel Faber to make the $53 billion dairy group more efficient….Some needling might be useful at a company that has previously disappointed investors with poor execution.

Danone has become emblematic of impregnable French companies ever since the French government scuppered reported interest from Pepsi back in 2005, making the yoghurt maker appear takeover-proof….

Were Corvex to bring useful ideas and discipline, it would make Danone more efficient, more profitable and more expensive to a would-be buyer. That’s a far more reliable form of takeover defence.

Source: Danone can stomach new activist investor – Breakingviews

Activism in Germany | Ethical Boardroom

Shareholder and hedge fund activism has become an influential force in German corporate life over the past 15 years or so, both in terms of corporate governance improvements and value creation, with approximately 400 campaigns launched by 100 (predominantly foreign) activist hedge funds against 200 of the country’s 650 public corporations.

Until recently, it was the threat of hostile takeovers that was deemed the principal corrective for poor management decisions and shareholder value destruction due to performance failures. Today, in Germany it has shifted to active monitoring by engaged or activist value minority investors – characterised by such an alignment of interests with and persuasion of fellow shareholders and institutional investors to generate support in the form of the requisite general shareholders’ meeting (AGM) majorities, if necessary. With 60 to 70 per cent (sometimes an even higher percentage) of the voting stock of leading German corporates owned by foreign institutional investors, this train of thought must be taken seriously.There are two significant factors that help contextualise activist campaigns and market acceptance of shareholder and hedge fund activism in the German corporate governance debate.

Firstly, 60 per cent of all 650 German publicly listed companies are controlled or dominated via share block ownership by families, founders, management teams, investors or holding companies. Thus only 250 German public companies lend themselves to the presumption that activism is dependent on a widely-held, dispersed shareholder ownership/population so that when negotiations with target management break down, the activist may resort to launching a confrontational proxy fight in order to replace some or all members of the supervisory board. They, in turn, may  recall the management and replace them with new managers who agree with  the activists’ strategic plan.Second, there is a certain consensus-oriented German corporate culture, etiquette and decorum that, over time, has demonstrated how publicity and accusatory campaigns against sitting management or supervisory board, proxy fights or resorting to litigation are by and large unsuccessful strategies, with only 20 per cent of all campaigns ever becoming public knowledge. There has only been one precedent (out of a total of seven attempts) where activists were capable of replacing the chairman of a supervisory board in an adversarial proxy fight – at pharmaceutical company Stada AG in August 2016.

In the view of many, the separation of ownership and control (Berle-Means) and the principal-agent problem (Jensen-Meckling) has recently led to sharp market cap drops and share price value-losses at the expense of shareholders in large DAX 30 German corporations and corporate groups, such as the utilities RWE and E.on, but also TUI, Commerzbank, Volkswagen and Deutsche Bank. It is no secret that concerned institutional investors have initiated discussions with activist hedge funds on these matters (see illustration opposite).

Observers believe that leading activist hedge funds, who acquire usually a minority position in the one to 10 per cent range (seldom more than 15 per cent total, depending on target size), could exert such additional monitoring function on behalf of all shareholders without necessarily destabilising the balance of powers between the AGM (shareholders), supervisory board and management board. First, they are not imposing their views on anybody, least of all management or the supervisory board, but seek to engage and present well-thought out alternative courses of action. Second, they have to win the votes and confidence of fellow shareholders and institutional investors in the first place in order to have any strategic impact.

So, to recap, there have been approximately 400 equity activist campaigns in the past 15 years or so in Germany, attaching to 200 public targets (out of a total of 650 listed companies), mostly hidden from the public.Further, assuming a base line of 400 campaigns, Thamm/Schiereck claim that 75 per cent of these samples have been kept under the lid and were never in the public limelight, on social media or mentioned in the press or legal/economic writings, reflecting the mainly informal approach take in these campaigns….

Interests and strategies of both activist hedge funds and German blockholders defy easy categorisation. Activists aim at creating value expressed in an increased share price of their portfolio companies. They employ intervention and campaigns built around some of the building blocks that we have presented. KUKA demonstrates that hedge funds may align themselves with blockholders to ride a rising stock price. On the other hand, German family blockholders may use activists to attract the interest of international institutional investors following the latter’s recommendations with the ultimate objective of boosting share value and selling their position – displacement through defection. Some activists adapt their strategies to the German context and demonstrate commitment to their portfolio companies, while German blockholders utilise activists to increase the value of their holdings, thus changing their preferences from commitment to liquidity.

Not unlike studies in the US, there are empirical findings in Germany that show there is considerable disciplinary power inhering in activist hedge funds. Virtually all listed companies in Germany (which have shrunk from about 1,000 to 650 in recent years) have an IR department now, monitoring closely their investor base. Many of them anticipate potential investments, interventions and engagements by activists and, in order to thwart campaigns, implement some of the typical activist demands, such as extra dividends, share buybacks or selling non-core divisions.

Source: Activism in Germany | Ethical Boardroom

Foreign investors to unite on Japanese corporate governance- Nikkei Asian Review

America’s biggest pension fund and three British asset management companies will work in lockstep on corporate governance reform in Japan by voting.

They will coordinate to request increasing outside directors from the at least two now recommended by the Tokyo Stock Exchange to at least one-third of the board. Companies that do not will be punished with votes against their choices for directors in principle….

The partners are the California Public Employees’ Retirement System, Legal & General Investment Management, Standard Life Investments and BMO Global Asset Management. Details of the group’s requests will be announced as soon as early next week.

The quartet collectively holds about 4 trillion yen ($36.3 billion) in Japanese stocks….Increasing outside directors will be a high hurdle for some companies. Just 40% of the Nikkei Stock Average’s 225 components have met the goal of at least one-third. But with collective engagement, the movement will likely gain momentum.

Source: Foreign investors to unite on Japanese corporate governance- Nikkei Asian Review

A Survey on Corporate Governance

Robert Purse reports on an international survey on corporate governance, concluding that respondents may support stronger standards and possibly a universal code of best practice:

Although 60% of respondents said ‘yes’, it is noteworthy that 40% responded either ‘no’, or ‘not sure’. Whilst we have no direct evidence to support the proposition, we are of the view that high standards of good governance should be self-evident with little room for uncertainty.

Source: A Survey on Corporate Governance

Japan’s big corporates shift to provide AGM agendas online

Japanese firms are beginning to release the topics and agendas of their annual shareholders’ meetings online, before they send them out by mail to investors. The development comes in response to growing calls from international investors.Some of the key firms that have decided to release online notices in advance this year include Yakult Honsha, a Japanese drinks maker, along with Meitec, a major staffing business.

Source: Japan’s big corporates shift to provide AGM agendas online