Proxy contests are one means through which shareholders can voice concerns about board action. Due to their excessively high cost, proxy contests were once somewhat rare; today, however, they are much more common due to the flourish of hedge funds. (Warren S. de Wied, Fried, Frank, Harris, Shriver & Jacobson LLP, Westlaw Practical Law). One such hedge fund contributing to these proxy contests is Third Point, LLC (“Third Point”), founded by Daniel S. Loeb in New York in 1995. (Campbell Soup Co.). This note introduces readers to current trends in activist-led proxy contests, summarizes a recent proxy fight between Third Point and Campbell Soup Co. (“Campbell”), and speculates on how this and similar contests may affect corporate accountability in 2019.
Read MoreOn May 25, 2018, the European Union (EU) began the enforcement of the General Data Protection Regulation (GDPR) with the aim of protecting all citizens residing within the EU from privacy and data breaches. (GDPR Key Changes, GDPR.org). Approximately 40% of acquiring companies that engage in merger and acquisition transactions discover cybersecurity issues in their newly-acquired entities, and companies are starting to become wearier of acquisition transactions due to the expensive repercussions of non-compliance with GDPR rules. (Harroch, Forbes). Approximately $1.3 trillion of deals have failed with 900 transactions being terminated or withdrawn due to GDPR concerns, despite 2018 being a notable year overall for mergers and acquisitions. (Thomson, Bloomberg Law).
Read MoreAlibaba Group Holding (“Alibaba”), a Chinese multinational corporation, which provides internet infrastructure, e-commerce, online financial, and internet content services, has acquired German start-up data analysis company, Data Artisans (“Artisans”) [1]. (Reuters, Bloomberg). Alibaba has been called the Chinese “Amazon” and is currently the world's fifth-largest internet company by revenue. (Yahoo Finance). Artisans, which was founded in 2014 by Kostas Tzoumas and Stephan Ewen, is attributed with creating Apache Flink, an open source stream processing framework for high-performance, scalable, and accurate real-time applications. (Ververica). The Apache Flink application essentially analyzes large quantities of data as it comes in, rather than once it is saved, providing for a more efficient stream processing method. (Stephan Scheuer, Handelsblatt).
Read MoreFollowing Democratic control of the House, a new resolution was passed in January as a means to limit lawmakers’ control over public companies. Specifically, the resolution amended the Rules of the House of Representatives to ban House lawmakers’ membership on public company boards, with exceptions for nonprofits and board positions that do not provide compensation. (H. Res. 1043). Other rules passed at the same time direct the House Committee of Ethics to address conflict of interest concerns arising from lawmakers’ participation in other company roles. (Andrea Vittorio, Bloomberg Law). Although a similar ban and exceptions have existed for members of the Senate, until now there were no equivalent rules for the House.
Read MoreIs political endorsement considered good corporate governance practice? Patagonia says yes.
Shortly before the November 6, 2018 midterm election, Patagonia publicly endorsed two Democratic senatorial candidates, Jon Tester from Montana and Jacky Rosen from Nevada, what appears to be a first for any corporation. Patagonia stated that it endorsed the candidates because of their commitment to public lands and waters. (Dino Grandoni, Power Post). Both Tester and Rosen were victorious in the midterm elections.
Read MoreA settlement agreement has been reached regarding the SEC Investigation of Elon Musk and his infamous Tweet stating that he was taking Tesla private. The tweet created an array of problems for the company since its publication. Under the settlement agreement, both Tesla and Musk will each pay a $20 million dollar fine and Musk will resign as Tesla’s Chairman for three years in order to resolve other pending charges arising from this incident. (Munsif Vengattil, Business Insider). The $20 million dollar fine assessed to Tesla was not for fraud, however, but rather, for the company’s failure to have any procedures or disclosure controls over Musk’s communication practices, i.e. his Twitter account. (Kirsten Korosec, TechCrunch). As a result of Musk’s resignation, Tesla will have to appoint two new independent directors to its board. (SEC Press Release). Nevertheless, despite the settlement agreement and the backlash that ensued over his Tweet, Musk will remain as Tesla’s Chief Executive Officer and more importantly, he will not have to admit or deny the allegations of the lawsuit.
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