Georgeson publications
Georgeson in the media
Georgeson events
Global: Georgeson has published its 2024 Global Activism Report
Key insights:
- Analysis of data from Georgeson and Diligent covering campaigns at publicly listed companies in 2024.
- Insights into how companies of all sizes are experiencing shareholder activism, with large-cap companies having the largest portion of activist campaigns in the US.
- Highlights on the popularity of small-cap companies as targets for activists.
Spain: Georgeson’s Global Institutional Investor Survey is referenced in Expansion’s article titled “Dialogue with companies influences investor votes”
“Large investors demand more transparency, accountability and alignment with long-term creation from companies, thus prioritising dialogue. 85% of institutional investors say that interaction with companies significantly influenced their voting decisions, according to a survey by proxy solicitor Georgeson”.
Spain: Georgeson’s Carlos Saez will be presenting at a conference on shareholder engagement hosted by Emisores Españoles in collaboration with BME and Diligent on 14 May
The session will feature top-level speakers and experts from leading organisations and will address. The event will include a roundtable discussion on the situation of governance and shareholder involvement in Spain and the most important aspects of corporate cybersecurity.
UK: Georgeson’s Daniele Vitale and Daniel Veazey presented at an IR Society Webinar titled “Are you ready for your AGM?” on 29 Apri
Daniele Vitale moderated a panel that included several investors as well as Daniel Veazey. The panel discussed key themes from the UK 2025 AGM Season and developments seen across Europe.
Spain: Georgeson’s Carlos Sáez presented at an event in Madrid titled “The resurgence of takeover bids in Spain: moving towards a new regulatory framework?”
Participants discussed the rebound in takeover bids since 2017, with projections indicating a continued rise into 2025. Additionally, the event addressed regulatory complexities, such as takeover waivers, and broader economic trends, including fiscal expansion and global protectionism, as influential factors shaping the takeover landscape.
Shareholder activism
Elliott’s ‘lone wolf’: the hedge fund maverick waging war on Big Oil
The Financial Times reports that, in recent years, Elliott Management has led high-profile campaigns against companies like Phillips 66 and BP, advocating for asset divestments and a focus on core competencies, often opposing traditional energy companies owning renewable businesses. These campaigns have been led by John Pike, a partner at the firm. Pike’s approach contrasts with the more corporatised and mature style of Elliott Management, making him a standout figure within the firm.
Nippon Steel accused by activist of harming minority investors in subsidiary
The Financial Times reports that 3D Investment Partners, a prominent shareholder activist in Japan, has accused Nippon Steel of harming minority investors in its subsidiary, NS Solutions. 3D Investment Partners is pushing for greater independence for NS Solutions, arguing that its lack of independence from Nippon Steel has led to missed growth opportunities and under-realised profitability. The article also highlights similar concerns raised by another activist fund, Strategic Capital, regarding Nippon Steel's stake in Osaka Steel.
Major Harley-Davidson shareholder seeks board shake-up
The Wall Street Journal reports that H Partners, a major shareholder with a roughly 9% stake in Harley-Davidson, is pushing for significant changes in the company's leadership due to deteriorating sales. They are calling for the immediate resignation of CEO Jochen Zeitz and the removal of three longstanding directors from the board. H Partners argues that Harley-Davidson has failed nearly every objective in its strategic plan and needs meaningful change at both the board and CEO levels.
Environmental & social
New York pension funds put asset managers on notice over climate plans
The Financial Times reports that powerful New York City public pension funds are prepared to drop asset managers that do not comply with its climate plans, putting industry groups like BlackRock under renewed pressure over sustainable investing. Comptroller Brad Lander, who is running for New York City mayor, has warned asset managers to provide credible transition plans aligned with the city's goal to reach net zero emissions by 2040, or risk losing investment mandates. This move comes amid broader political and legal pressures over climate action, with pension funds leveraging their assets to push for greater climate accountability.
Follow This to pause shareholder proposals amid investor hesitation
Responsible Investor reports on the decision by Follow This to pause filing shareholder proposals for the 2025 proxy season due to investor hesitation amid the current political and legal climate, particularly in the US. Founder Mark van Baal emphasised the need to engage with investors to understand their reluctance and prepare for future challenges to shareholder rights.
Global developments
J.P. Morgan pulls proxy research in-house
Ignites reports that J.P. Morgan's stewardship and investment teams will no longer incorporate proxy advisor research when voting on portfolio company proxies, instead relying on their own internal research. This change reflects J.P. Morgan's belief that its fiduciary voice should influence the companies they invest in. The article also mentions that J.P. Morgan has one of the industry's largest dedicated stewardship teams.
European developments
US tells European companies to comply with Donald Trump’s anti-diversity order
The Financial Times reports that the Trump administration has sent letters to large companies in the EU, warning them to comply with an executive order banning diversity, equity, and inclusion (DEI) programs. The letters, sent by American embassies, require companies to certify that they do not operate DEI programs that violate anti-discrimination laws, with non-compliance potentially affecting government payments. This move has sparked strong reactions from European officials and companies, highlighting escalating tensions between the US and Europe over economic and security policies.
UK
FTSE 100 companies push to boost executive pay and fast-track reviews
The Financial Times reports that more FTSE 100 companies are pushing to significantly boost executive pay and fast-tracking review periods to remain competitive with US peers. A report by Deloitte shows that 24 out of 55 companies are seeking shareholder approval for new remuneration policies, with 13 looking to increase incentive levels or adopt more innovative pay structures. This trend is driven by intensified competition to attract and retain talent, and a shift in investor sentiment towards reviewing pay on a case-by-case basis.
HSBC explores axing in-person AGM amid frustration with cost and protests
The Financial Times reports that HSBC is considering moving its annual general meeting (AGM) entirely online due to disruptions from climate protesters and the costs associated with in-person gatherings. The bank is exploring the possibility of virtual-only attendance to cut costs and limit disruptions, although it has not yet made a final decision. This move would align HSBC with other companies like Santander and AstraZeneca, which have also adopted digital-first approaches for their AGMs.
UK executive pay increases surpass US competitors
The Financial Times reports that the pay packages of UK-based chief executives have grown faster this year than those of their American counterparts, with median pay at FTSE 100 companies increasing by 11% to $6.5 million. This growth is driven by a campaign for higher CEO pay awards, persuading shareholders to support more competitive remuneration. Pharmaceutical group GSK and British American Tobacco are among the companies proposing significant pay increases for their CEOs, reflecting a shift towards offering larger pay packages for better performance.
Direct Line investors urged to reject bonus awards ahead of Aviva takeover
The Financial Times reports that Institutional Shareholder Services (ISS), has recommended that Direct Line investors vote against bonus awards worth 300 percent of base salary for the company's executives, citing concerns about the relevance of these pay packages following Aviva's successful takeover bid. The bonuses, which were initially proposed last summer, are intended for talent retention but have come under scrutiny as Direct Line prepares for its acquisition by Aviva. Shareholders will vote on the bonuses at the company's annual meeting on 14 May.
Germany
Deutsche Bank’s asset manager fined €25mn over greenwashing scandal
The Financial Times reports that Deutsche Bank's asset manager DWS has been fined €25 million by German prosecutors over a greenwashing scandal. DWS misled investors about its green credentials, using aggressive advertising that did not reflect reality, and the investigation was launched after a whistleblower complaint from Desiree Fixler, DWS's former head of ESG. The asset manager has agreed to pay $19 million to settle charges brought by the US Securities and Exchange Commission and has improved its internal documentation and control processes.
France
SBF 120: when CEO succession is improvised (“SBF 120 : quand les successions de PDG s'improvisent”)
Les Echos reports that CEO successions at SBF 120 companies in 2024 were often unplanned, with half of the new CEOs being appointed without prior preparation. Additionally, a third of the new CEOs were hired on an interim basis, indicating that boards are making quicker decisions to replace underperforming leaders. This trend underscores the absence of succession plans in many companies and the growing need to address leadership transitions more proactively.
CAC 40: debated governance rules for groups domiciled abroad (“CAC 40 : ces règles de gouvernance qui font débat pour les groupes domiciliés à l'étranger”)
Les Echos reports that CAC 40 groups domiciled abroad benefit from more flexible governance rules compared to those headquartered in France. This discrepancy has revived the debate on European harmonisation, as foreign-domiciled companies like Airbus, ArcelorMittal, Eurofins, Stellantis, and STMicroelectronics are not required to comply with the Sapin 2 law or the Afep-Medef corporate governance code.
Italy
Dividendi, Piazza Affari tra le migliori d’Europa per remunerazione degli azionisti. Ecco i titoli che pagano di più
Milano Finanza reports on the high dividend yields of companies listed on the Italian stock exchange, Piazza Affari. The main list's yield, including coupons, was 12.9% over the past year, with significant contributions from companies like Unicredit and Stellantis. “Dividend day" for 2025 is May 19, when many companies will distribute dividends.
Mediobanca public exchange offer, MPS shareholders' meeting says yes to capital increase with 86% of votes (“Ops Mediobanca, l’assemblea di MPS dice sì all’aumento con l’86% dei voti”)
Il Sole24Ore reports on the approval of the takeover bid for Mediobanca by MPS shareholders, with 86.48% voting in favour of the capital increase. The meeting highlighted the bank's commitment to shareholders and the positive results achieved through the efforts of the board of directors, CEO, and employees. Additionally, the article mentions the increase in holdings by Delfin and the Caltagirone group, making Caltagirone the largest private shareholder.
Spain
Report on CNMV supervision of non-financial information and key review areas for the following year. Fiscal year 2023.
The CNMV has published its review of the 2023 Non-Financial Information Statements (NFIS). It highlights the CNMV's recommendations to improve the quality of non-financial information, focusing on materiality assessment, scope and structure of reports, Article 8 of the Taxonomy Regulation, and internal control and risk management systems related to sustainability. The CNMV's supervisory work follows a similar approach to financial reporting, with formal and substantive reviews, and additional information requested from 17 entities.
Ibex senior executives earn 9.3% less (“Los altos directivos del Ibex ganan un 8,5% menos”)
Expansión reports that the remuneration of senior management in Ibex companies, which amounted to 485.2 million euros last year, a 9.3% decrease from the previous year. Despite record profits in various sectors, including banking and tourism, the number of senior executives decreased, and their compensation packages were adjusted accordingly. Some companies, like Acciona and ACS, significantly reduced their senior management remuneration due to changes in their executive teams.
The 'Trump effect' reduces the number of M&A transactions in Spain by 16%. (“El 'efecto Trump' reduce un 16% el número de operaciones de M&A en España”)
Expansión reports on the impact of economic and geopolitical uncertainty on corporate transactions in 2025. Volatility in markets, driven by US President Donald Trump's tariff policy, has led to a significant reduction in the number of mergers and acquisitions (M&A) deals, with many companies postponing their transactions due to difficulties in valuing assets and securing financing. Despite this, some sectors, such as waste management, continue to see activity, while others, like consumer goods, face challenges due to inflation and protectionism.
The ownership structure of Spanish-listed companies on the Continuous Market is a diverse amalgamation, reflecting the wide range of stakeholders involved. (“Así es el 'club' de los 200 inversores”)
Expansión reports on the shareholders of Spanish listed companies on the Continuous Market, highlighting the changes in the ranking compared to the previous year. Coca-Cola EP, Amadeus, and Iberdrola lead the group of securities with more than 200 investors holding 0.01% or more of the capital, while Ferrovial has seen significant growth in the number of investors. Inditex has dropped below 200 investors, and Redeia has increased its number of shareholders.
Switzerland
Is UBS’s ‘deal of the century’ starting to sour?
The Financial Times reports on the ongoing tension between UBS and the Swiss government following UBS's acquisition of Credit Suisse. The government is proposing strict new capital rules that could require UBS to hold an additional $25bn in capital, which has led to a dispute between the bank and the country's political and regulatory establishment. The uncertainty surrounding these reforms has negatively impacted UBS's share price and raised doubts about the feasibility of its strategic plans.
Norway
Norway urged to drop ‘crazy’ ban on investment in defence companies
The Financial Times reports on the proposal by Norway's opposition parties to lift the ban preventing its sovereign wealth fund from investing in defence companies like Boeing, Airbus, and Lockheed Martin. The ban, imposed in the early 2000s due to ethical concerns, is seen as hypocritical by the opposition, given Norway's reliance on NATO's nuclear umbrella and US defence equipment. The change is expected to signal other investors to reassess their stance on defence investments, especially in light of increased military spending following Russia's invasion of Ukraine.
North American developments
United States
Investor support for Goldman bosses’ pay sinks to 9-year low
The Financial Times reports on the low level of shareholder support received for Goldman Sachs' executive pay packages, particularly the $80 million bonuses for CEO David Solomon and President John Waldron. The vote at the annual general meeting saw only 66% of votes in favour, the lowest since 2016, reflecting investor unease and criticism from proxy advisers. The awards, which are not tied to performance metrics, have sparked speculation about Waldron's potential succession as CEO.
Republicans plan to scrap US audit regulator
The Financial Times reports that Republican lawmakers plan to shut down the US audit regulator, the Public Company Accounting Oversight Board (PCAOB), as part of a reform package aligned with Donald Trump's deregulatory agenda. The proposal includes transferring PCAOB's responsibilities to the Securities and Exchange Commission (SEC) and faces resistance from Democrats and some audit firms. Critics argue that this move could disrupt the audit-firm inspection regime and negatively impact audit quality.
Will the tariffs be a poison pill for proxy contests this season?
Co-Chairs of the Shareholder Activism & Corporate Defense Practice at Sidley Austin LLP write in the Harvard Law School Forum on Corporate Governance on the impact of newly announced tariffs on the U.S. economy and the 2025 proxy season. They present risks that activists face in making multi-year commitments to companies during this volatile period and argue there is the potential for increased proxy fights once there is more clarity on the tariff wars.
APAC developments
Japan
Mizuho Trust Bank to boost shareholder advisory staff by 30% as Japan activist pressure builds
Reuters reports that the surge in shareholder activism in Japan has led to a significant growth in Mizuho Trust & Banking's investor relations and shareholder relations advisory fees, which grew 67% in the year ending March 2025 and that they plan to increase staffing in their equity strategy consulting business by 30% to meet the rising demand for shareholder relations advice. The bank is advising companies on various matters, including offloading real estate assets to improve capital efficiency and corporate value.
South Korea
Activist fund Oasis boosts Korea team amid investor-friendly policy shift
The Korea Economic Daily reports that Hong Kong-based activist fund Oasis Management is increasing its hiring for the Korea team to engage with top management of South Korean companies, signalling a rise in shareholder activism in South Korea. The article also mentions US-based Steel Partners' plans to revive its activist campaigns in Korea, supported by government-led initiatives to tackle the undervaluation of Korean companies and improve corporate governance.
Hong Kong
HKEX and SFC co-host inaugural International Carbon Markets Summit
HKEX co-hosted the first-ever International Carbon Markets Summit alongside the Securities and Futures Commission (SFC). The summit brought together over 200 guests from around the world to discuss the development of global voluntary carbon markets and promote cross-border carbon asset trading. HKEX CEO Bonnie Y Chan emphasised Hong Kong's strategic role in global carbon markets and the importance of collaboration to drive the global shift towards sustainability.
Australia
Qantas chairman says businesses should not be woke or anti-woke
The Australian Financial Review reports that the Qantas chair emphasizes that corporate Australia should carefully choose its battles, noting that mainstream DEI (Diversity, Equity, and Inclusion) and ESG (Environmental, Social, and Governance) initiatives have generally added value to companies. He also highlights the importance of directors staying ahead of trends, including technology and human values, which have significantly changed the business environment.
ASIC issues sustainability reporting regulatory guide
The Australian Securities and Investments Commission published its Regulatory Guide on sustainability reporting, which provides guidance for entities required to prepare sustainability reports containing climate-related financial information under the Corporations Act 2001. The guide includes detailed instructions on the content of the reports, disclosure of sustainability-related financial information, and ASIC's approach to supervision and enforcement of these requirements. The guide was developed following extensive public consultation and incorporates feedback from stakeholders.
Companies flagging climate risks in financial statements doubles in four years
The Chartered Accountants for Australia and New Zealand have published a report highlighting the significant increase in companies reporting climate risks in their financial statements over the past four years, with energy and industrial companies leading the way in Australia. The report, conducted by CA ANZ and several universities, found that the number of companies globally including climate risks in their financial statements has risen from 18% in 2021 to 38% in 2024. This trend underscores the growing importance of climate risk disclosure in financial reporting and the pivotal role of Chartered Accountants in guiding companies through this complex process.