Forskere: Selskaber påvirker aktivt deres ESG-score efter graden af ESG-fokuserede investorer. I en omfattende forskningsanalyse af selskabers mulighed for selv at forme deres ESG-score hos ratingbureauerne hedder det, at “ESG criteria measure either preparedness, disclosure, or performance. We find the relation between criteria weights and raw scores is greatest among criteria designed to measure preparedness. Many of these criteria involve the drafting of policies on topics such as money laundering, conflict minerals, data privacy, and so forth. Presumably, it is more difficult to quickly and credibly adjust disclosure- or performance-related criteria, such as establishing a corporate foundation or increasing racial diversity of a board of directors. A consequence of the ratings management hypothesis is that firms’ incentive to manage ESG ratings should vary with monitoring by ESG-focused stakeholders. For example, firms with more ESG-focused institutional investors should have greater incentive to manage their ESG ratings. We examine Form 13F filings and find that the relation between criteria weights and raw scores is more pronounced for firms with high ESG investor ownership. We also find that the effect is more pronounced among firms that derive more revenue from ESG-conscious customers. Overall, the results show how firms influence their ESG ratings when they participate in the rating process. We conclude that firms ’manage’ their ESG ratings to appeal to ESG-focused stakeholders.”
Shortfonde accelererer angreb på børsnoterede selskaber, også i Danmark. Sådan håndterer selskabernes ledelser et shortangreb. I en guide om håndtering af angreb fra shortfonde hedder det blandt andet, at “*To prepare for the possibility of a short seller attack, companies should assess their vulnerabilities, maintain open channels of communication with shareholders, monitor short positions and changes in their shareholder base, and formulate a communications strategy. *In the face of a short attack, it is vital for a company to respond promptly with detailed evidence to rebut the short seller’s accusations point by point. *Share buybacks and dividend increases may help to restore a share price depressed by a short attack, but there is a risk that these may be seen as superficial defensive moves that do not address fundamental questions about the business.
*Suing the firm or individuals behind a short attack or seeking an intervention by regulators rarely is successful and can backfire, drawing attention to the criticisms. Short selling attacks create unique challenges for boards, management teams and companies. Unlike traditional long activists, whose ultimate goal is to enhance shareholder value, short activists aim to destroy value. Their goal is to capitalize on a drop in the target company’s stock price caused by releasing research purporting to identify unfavorable information about the business. The release is typically coupled with a carefully orchestrated media and social media campaign to undermine the financial position and reputation of the company. After depressing the share price, the short activist can acquire shares to cover its short position below the price at which it sold and turn a profit.”
Retspraksis i USA om mellemlederansvar skærpes efter McDonald dom: Mellemledere har også et ledelsesansvar. I en gennemgang af en stribe amerikanske retsdomme hedder det blandt andet, at “Officers will be expected to make a good faith effort to implement an information system that will provide both the board and management with information that enables them both to make informed judgments on organizational compliance and business performance. In other words, it’s not just the board that needs actionable information-the management team does as well. For that reason, it may be necessary for corporate officers to revisit current expectations regarding reporting up obligations of employees within their work area. Their “Scope of Responsibility”: Application of the new McDonald’s oversight duties as to information systems and to reporting “red flags” will be context-driven; i.e., applicable only to the officer’s specific area of responsibility. As the Chancery Court noted, some officers (e.g., the CEO and the Chief Compliance Officer) likely will have company-wide oversight portfolios. Other officers (e.g., the CFO and the CLO) may have a more constrained version of those duties. One of the most challenging aspects of McDonald’s implementation will thus be confirming the scope of officers’ corporate responsibilities for oversight purposes. These officers will likely want to know how that responsibility is distinguishable from the responsibility to support the organization’s corporate compliance plan.”
Morten W. Langer
