Rapporter & tendenser

Californien indfører tvungne kvindekvoter for bestyrelser: I artikel i American Law Journal skriver advokatfirma om netop vedtagne kvindekvoter for californiske børsnoterede selskaber, og om det juridiske slagsmål, som følger i kølvandet på de nye regler: ”The California Bill. The bill that passed the California State Senate at the end of May 2018 would, if enacted, require any public company with shares listed on a major U.S. stock exchange that has its principal executive offices in California to have at least one woman on its board by December 31, 2019. By year-end 2021, such companies with five directors would be required to have two women on the board, and companies with six or more directors would be required to have three women on the board.

Section 1 of the California bill (SB 826) presents an argument in favor of establishing gender quotas: More women directors would be beneficial to California’s economy in various ways, yet progress toward gender parity is too slow. The bill cites studies indicating that companies perform better with women on their boards and observes that other countries have used quotas to achieve 30 percent to 40 percent representation. The bill notes that, of California public companies in the Russell 3000 as of June 2017, 26 percent had no women on their boards, while women composed 15.5 percent of directors on boards that have at least one woman (..) The California bill has been controversial. The California Chamber of Commerce filed an opposition letter on behalf of numerous organizations arguing that the bill would violate state and federal constitutions and conflict with existing California civil rights law, on the basis that it requires a person to be promoted—and another person disqualified—simply on the basis of gender.”

Aktivistiske aktionærer spiller mere og mere med musklerne – og tager stadig mere magt: I omfattende gennemgang fra Lazard af aktiviteten blandt store aktivistiske aktionærer, også kaldet hedgefonde, fremgår det, at de støtter sig på stadig flere bestyrelsesposter – og får mere og mere magt: ”Key Observations on the Activist Environment in 1H 2018. 1. New campaigns initiated and capital deployed by activists reached record levels in 1H 2018. 1. 1Q 2018 and 2Q 2018 were the two most active quarters ever, resulting in a record 145 new campaigns launched against 136 companies in 1H 2018. Elliott’s 17 new campaigns in 1H 2018—nearly three times the level of the next most prolific activist—accounted for ~12% of all activity.

An all-time high ~$40.1bn of capital was deployed by activists in new campaigns in 1H 2018, representing a ~6% increase over the same period last year. The broadening use of activism as a tactic continued, with 104 investors (including 20 “first timers”) launching new campaigns in 1H 2018. 2. Activists won more Board seats in 1H 2018 than they did in all of 2017 and are on pace to significantly surpass 2016’s record level by year end. The 119 Board seats won by activists in 1H 2018 represent a ~75% increase over the same period last year. Starboard, Elliott, and Icahn alone accounted for ~45% of all Board seats won in 1H 2018. In line with recent trends, ~85% of Board seats won by activists came via settlement, suggesting a strong aversion to proxy fights.”

UK parat til at gå på skattejagt alene efter store US teknologifirmaer, hvis EU’s bestræbelser løber ud i sandet: I en gennemgang skriver engelske The Guardian at ”The UK would clamp down on overseas technology firms like Google and Facebook by acting unilaterally to introduce a digital revenue levy, if efforts to agree to an international solution on tax avoidance falter, the government said. The financial secretary to the Treasury, Mel Stride , suggested that tough action would be taken, despite opposition from the increasingly protectionist US to targeting the firms , many of which are based in Silicon Valley. His comments came as official figures were released on the diverted profits tax – the so-called Google taxintroduced in the UK in 2015 which cracks down on multinational companies avoiding tax by shifting profits overseas – which brought in £388m last year, up from £31m three years ago. The government is working closely with EU partners and the Organisation for Economic Cooperation and Development, which advises on international taxation, to bring in a new global system. However, in an interview with the Guardian, Stride said that the UK was prepared to go it alone to increase the amount of tax that big global technology firms paid – even taking on the US.”