‘With the return of acquirer stock as a featured form of consideration in many recent deals, dealmakers are once again focusing on “social” issues in striking a merger agreement. As compared to most straight cash takeovers where price garners the overwhelming share of, if not exclusive, attention, an acquisition featuring stock consideration, and especially a so-called merger-of-equals, often involves significant discussion between the parties of softer issues, including governance, board composition, management, people, and corporate identity (e.g., corporate and brand names, headquarters and facility locations, and charitable and community commitments). A number of deal developments over the last few years highlight some of the risks and considerations unique to these social terms.
Tag: Directorship
Bloomberg: ”Loeb Takes on Seven & I Board in Test Case for Japan Governance”
”The latest activist showdown involving billionaire investor Dan Loeb has the makings of a test case for the progress Japan Inc. boards have made in improving governance.
David A. Katz et al ”Gender Diversity on Boards: The Future Is Almost Here”
‘‘A board composed of directors representing a range of perspectives leads to an environment of collaborative tension that is the essence of good governance. In a room where everyone has different points of view and there is a greater opportunity for cross-pollination of ideas, there are fewer unspoken assumptions, less “group think” and a greater likelihood of innovation. This allows the board to ask the probing questions and tackle the challenging issues, such as risk management and succession planning, which are at the center of good corporate governance.
”Japan changes tax treatment of D&O liability insurance premiums”
”Japan’s National Tax Agency (NTA) has announced a new tax treatment of premiums for directors’ and officers’ liability insurance.
ADB Economics Working Paper Series – ”Women’s Leadership and Corporate Performance” by Meijun Qian
This paper reviews the concept, theory, and international evidence on gender diversity and its relation to financial performance.
”A corporate governance cure-all?”
”A set of new rules unveiled by the Tokyo Stock Exchange requires all companies listed on its First and Second sections to have at least two independent outside directors on their board. The move is in line with the Abe administration’s push to beef up corporate governance as a way of attracting more foreign investors. […]
”Why Can’t Boards Get CEO Succession Right?”
”It’s been 25 years since Professor Jeffrey Sonnenfeld’s landmark book The Hero’s Farewell vividly documented the challenges and failures of CEO succession planning at large publicly traded companies, and not much has changed beyond the exponential growth in what the top executives get paid.
”Korea’s Lessons for Japan”
”There’s one thing Japanese Prime Minister Shinzo Abe could learn from a Korean woman: respect — for minority shareholders, that is. President Park Geun Hye’s push for better corporate governance at the nation’s largest conglomerates is bearing fruit, and exciting some of the world’s biggest investors.
Last week, Samsung Electronics, by far the biggest member of the country’s $1 trillion Kospi stock index, adopted a proposal to allow non-CEOs to take up the chairman’s role for the first time, while Hyundai Motor pledged to strengthen transparency. The moves drew praise from Mark Mobius, the executive chairman of Templeton Emerging Markets Group at Franklin Resources. Across the strait, only 1 percent of Japan’s Topix 500 companies have “good” board structures, Jefferies analyst Zuhair Khan said in a note Tuesday.
”Shareholder Activism & Engagement 2016”
Bloomberg: (Benes) ”It’s Not Demand Holding Women Back From Joining Japan’s Boards”
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Women represent just 2.7% of directors of public companies
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Some worry about ‘overboarding’ by same handful of women
”Sakie Fukushima remembers the novelty of being the only woman on Korn/Ferry International’s board of directors, which she joined in 1995. Ditto when she joined the Sony Corp., Kao Corp. and Benesse Corp. boards years later.