Rapporter & tendenser

Stor åbenhed hos børsselskaber øger sandsynligheder for fjendtlige angreb: I forskningspapireret “ Does Transparency Increase Takeover Vulnerability? ” konkluderes det, at øget åbenhed fra børsnoterede selskaber forstærker sandsynligheden for opkøb og måske fjendtlige opkøb: “Takeovers and especially models predicting takeovers have been of interest to academics and practitioners. Our paper titled Does Transparency Increase Takeover Vulnerability? studies how transparency affects takeover probability and stock returns over 25 years of takeover data.

Economic intuition suggests that if higher firm-level transparency lowers uncertainty with respect to synergies and valuations of potential target firms, then it should facilitate takeovers. We argue therefore that a better information environment increases takeover vulnerability, such that it has an incrementally important impact on estimates of takeover likelihood, which is consistent with recent research. To the best of our knowledge, however, this is the first paper to examine empirically whether transparency affects takeover vulnerability and potentially stock returns too.”

US: Myndigheder undersøger erstatningskrav mod energiselskaber for skader efter klimaændringer: I en gennemgang fra Harvard hedder det, at ”companies, investors and regulators are increasingly recognising that climate change is not just a social or environmental problem. It is a business problem too. The physical impacts of climate change and the economic impacts of the transition to a zero-carbon economy present foreseeable, and often material, financial risks to the performance and prospects of companies. These non-diversifiable risks affect nearly all industries and sectors within mainstream investment horizons. So much so, that in 2015 Bank of England Governor and head of the G20 Financial Stability Board Mark Carney declared that climate-related financial risk threatens the very stability of the global financial system. Against this trend towards understanding climate change as a mainstream business and investment consi-

deration, last month Wachtell advised its corporate clients to ‘scrutinize their disclosures relating to the effect (if any) that climate change may have on their operations’. The advice was set out in a client memorandum critical of the burgeoning trend of climate litigation against oil and gas companies. Municipal authorities in New York, California, Baltimore and elsewhere have instigated proceedings against energy companies seeking compensation for the costs cities will incur due to rising sea levels and other impacts of climate change on the basis of ‘public nuisance’ principles under tort law.”

Bestyrelsers anciennitet: Hvordan findes den rette balance? I analysenotat fra proxy advisor ISS med overskriften “tenure balance and company performance” lyder konklusionen, at bedre balancerede bestyrelser ofte medfører bedre performance i selskabet: ”In an effort to measure tenure balance, we ranked companies based on the degree of equal distribution of directorships among the four tenure categories used in the graphs above: 0 to 3 years (new directors), 4 to 7 years (medium-tenured directors), 8 to 11 years (experienced directors), 12 years or more (long-tenured directors). Based on the distributions in each tenure category for each company, we separated Russell 3000 companies with meetings from January to June 2018 into four quartiles: Best Balanced Board Tenure: Companies whose directors are fairly equally distributed among the four tenure categories.

Mostly Balanced Board Tenure: Companies who generally have directors in all tenure categories with slight concentrations in certain tenure groups. Less Balanced Board Tenure: Companies whose directors tend to be concentrated in one or two tenure categories. Poorly Balanced Board Tenure: Companies whose directors are heavily concentrated in one or two tenure categories. Additionally, we examined the relationship between tenure balance and company performance. Our research indicates that a balanced board tenure seems to pay off in terms of financial performance and the risk profile of the company.”