Corporate Governance – Upbeet Communications http://upbeetcommunications.com/ Mon, 21 Nov 2022 09:58:45 +0000 en-US hourly 1 https://wordpress.org/?v=5.9.3 https://upbeetcommunications.com/wp-content/uploads/2021/07/icon-3.png Corporate Governance – Upbeet Communications http://upbeetcommunications.com/ 32 32 How Effective Boards Help Organizations Grow and Develop https://upbeetcommunications.com/how-effective-boards-help-organizations-grow-and-develop/ Mon, 21 Nov 2022 09:40:04 +0000 https://upbeetcommunications.com/how-effective-boards-help-organizations-grow-and-develop/ These negative externalities and their consequences impose increasing burdens and risks on people around the world, damaging the environment and threatening our future prospects. By Professor Colin Coulson-Thomas Economic growth and growing demand may flatter some boards. My own work with boards in over 40 countries suggests that many of them are not effective. Boards […]]]>

These negative externalities and their consequences impose increasing burdens and risks on people around the world, damaging the environment and threatening our future prospects.


By Professor Colin Coulson-Thomas

Economic growth and growing demand may flatter some boards. My own work with boards in over 40 countries suggests that many of them are not effective.

Boards of directors often destroy value, miss opportunities and limit prospects. They frustrate ambition, inhibit innovation and stifle entrepreneurship. They are overly cautious, risk averse, negative and defensive.

Many councils are narrow, lack diversity and focus on the short term. They are sometimes interested and lack imagination. They are often uninspiring to younger generations worried about their future.


Some councils even see Russia’s illegal, unwarranted and brutal invasion of Ukraine and its tragic consequences as an opportunity to profit from it rather than uphold principles and confront aggression.

Surveys I’ve conducted over the years suggest that because of the strategies and priorities of their boards, many companies are just a shadow of what they could be. Their organizations are bureaucratic, insensitive and inflexible. They are neither agile nor resilient.

The functioning and activities of many enterprises are not sustainable. They should be reduced and discontinued rather than accelerated or expanded. They damage the environment, reduce biodiversity, burn up scarce natural capital and contribute to global warming and climate change.

These negative externalities and their consequences impose increasing burdens and risks on people around the world, damaging the environment and threatening our future prospects.

There is little time to change direction before hitting tipping points. The UN Environment Program’s pre-COP 27 gaps report suggests governments are not doing enough to get us to net zero by 2050.

Company boards often have greater freedom of action than public bodies. Some boards strive to be accountable to their businesses, their stakeholders, the environment, and the communities and societies in which they operate.

Responsible boards think longer term and are leaders rather than laggards. They are decarbonizing and aiming for net zero before rather than after 2050. They are not hiding behind prison bars that only exist in their own imagination. They are positive, courageous, diverse and open to possibilities.

Effective boards view climate change adaptation and mitigation along with the need for more resilient infrastructure and more sustainable lifestyles as an unprecedented business opportunity. They encourage reflection, questioning, creativity and innovation. They inspire people and support business, entrepreneurship and collaborative responses to common challenges and existential threats.

Effective boards also review and redefine purpose and priorities, goals and objectives, and strategies for achieving them. They are adopting new business models, sustainable technologies and more flexible and responsive forms of organization. They initiate transition and transformation journeys towards more sustainable operations and lifestyles

We have a lot to do and discuss during the London 2022 Global Convention on Corporate Governance and Sustainability. We cannot leave this to governments or others. I think more and more lagging tips know what to do. They need courage to start conversations, show leadership and take action.

]]>
Securities Finance Industry News | eToro chooses Broadridge for its proxy voting services https://upbeetcommunications.com/securities-finance-industry-news-etoro-chooses-broadridge-for-its-proxy-voting-services/ Tue, 15 Nov 2022 10:16:53 +0000 https://upbeetcommunications.com/securities-finance-industry-news-etoro-chooses-broadridge-for-its-proxy-voting-services/ Social investment network eToro has selected Broadridge Financial Solutions (Broadridge) to provide proxy voting services. The service will go live for US-listed stocks later this month, with global capabilities to follow. This follows a recent eToro global survey of retail investors, which found that 73% want to vote at annual general meetings (AGMs), with the […]]]>

Social investment network eToro has selected Broadridge Financial Solutions (Broadridge) to provide proxy voting services. The service will go live for US-listed stocks later this month, with global capabilities to follow.

This follows a recent eToro global survey of retail investors, which found that 73% want to vote at annual general meetings (AGMs), with the majority favoring an online approach. Thanks to the partnership with Broadridge, eToro users (including those who hold fractional shares) will be able to vote by proxy at general meetings.

In the eToro survey, age and investment experience play a key role in voting interest. 80% of 18-34 year olds expressed a desire to vote, compared to 65% of those over 55. Similar numbers were seen between those with three to five years of investment experience (79%) and those with over 20 years of experience (65%).

The corporate issues investors most wanted to vote on were dividends (49%), executive compensation (33%) and climate strategy (28%).

Yoni Assia, CEO and Co-Founder of eToro, said, “Retail investors haven’t always had the platform, voice and support they deserve, but this is changing rapidly and retail investors’ access to voting by proxy is a crucial step in this journey. .

“eToro users can now have a say in corporate decision-making at many of the world’s largest companies. This is a milestone in the history of retail investors and one that could have a lasting impact on the business world. »

Martin Koopman, President of Broker Banking Investor Communications Solutions at Broadridge, adds: “Retail investors are increasingly looking to share their voice with the companies in their portfolios by voting on important policy issues. ‘company. We are excited to support eToro and help them shape the future of corporate governance through our advanced proxy voting solution, while empowering their clients through a differentiated service proposition.

]]>
Credit Suisse’s EXCLUSIVE overhaul catches the eye of some investors, governance voting adviser https://upbeetcommunications.com/credit-suisses-exclusive-overhaul-catches-the-eye-of-some-investors-governance-voting-adviser/ Fri, 11 Nov 2022 21:36:00 +0000 https://upbeetcommunications.com/credit-suisses-exclusive-overhaul-catches-the-eye-of-some-investors-governance-voting-adviser/ LONDON/ZURICH, Nov 11 (Reuters) – The recent decision by Credit Suisse (CSGN.S) to exit some investment banking business has caught the attention of at least two investors and a proxy advisor who said to Reuters that they were concerned about how the Swiss bank was handling its potential conflicts of interest of two directors. The […]]]>

LONDON/ZURICH, Nov 11 (Reuters) – The recent decision by Credit Suisse (CSGN.S) to exit some investment banking business has caught the attention of at least two investors and a proxy advisor who said to Reuters that they were concerned about how the Swiss bank was handling its potential conflicts of interest of two directors.

The decision to break up the lender and spin off the investment banking business was seen by analysts as a way for Credit Suisse to focus on its more profitable wealth management franchise. But investors wonder how certain decisions were made.

Board member Michael Klein began working on the turnaround with Chairman Axel Lehmann and other Credit Suisse officials in early February, according to a person familiar with the matter.

In late October, Klein left the board to work on the division which will be spun off and renamed CS First Boston. He is expected to become CEO of the unit in 2023, pending regulatory approvals. The company will be a long-term preferred partner for Credit Suisse, the bank said.

The Ethos Foundation, which represents Swiss pension funds that own more than 3% of Credit Suisse, told Reuters the bank had to show it had carried out thorough research when choosing the board member. Klein to lead the investment banking unit.

“We question whether the board has conducted an adequate recruitment process” for the investment banking boss, Ethos CEO Vincent Kaufmann said Monday by email.

In addition, Roger Said, of proxy advisor Actares, which works for individual investors, including Credit Suisse shareholders, told Reuters there was a risk that Klein and Blythe Masters, another board member of The bank’s administration, which also advised the reorganization, “could benefit Credit Suisse. costs.”

Klein pulled out of board discussions and voting after being informally offered the job of CEO on Oct. 21, just six days before the reorganization was announced, the source familiar with the matter said. situation.

Credit Suisse declined to comment beyond Lehmann’s remarks on Oct. 27 when the bank unveiled the restructuring. “It goes without saying (we are) very, very sensitive to conflicts of interest,” Lehmann said of Klein and Masters.

Since 2021, Masters has also served as a consultant for Apollo, the US buyout fund that Credit Suisse has chosen as the preferred buyer for one of the bank’s trading businesses. Apollo invested in Motive Partners, a New York-based investment firm co-founded by Masters to invest in companies in North America and Europe.

Spokespersons for Klein, Masters and Apollo declined to comment.

The bank’s two main backers – shareholder Harris Associates and Saudi National Bank, which is investing in the upcoming capital raise – told Reuters they support Credit Suisse in the way it handles governance in response to investor criticism.

The question is whether Klein and Masters — both members of the board’s committee on the bank’s strategic overhaul — were able to influence key decisions in favor of their own interests.

“In both cases, there is a possibility of conflicts of interest,” Actares chief executive Said told Reuters by email.

“The bank needs to show how it manages that risk and communicate transparently,” even though both directors abstained in the vote on the reorganization, he said.

In Lehmann’s October remarks, he said both directors “must abstain from voting and were only allowed to potentially contribute from a more technical standpoint, helping to create the factual basis for decision-making. It’s all very well documented.”

Harris Associates, which said it has a roughly 10% stake, supported the bank’s handling of any potential conflicts of interest.

“We believe they handled situations where there were conflicts well,” Vice Chairman David Herro said in an emailed comment.

Shares of Credit Suisse closed up 4.35% on Friday to their highest level since Nov. 1.

Harnessing the expertise of in-house talent is not unusual among companies in Europe, according to Luca Enriques, professor of company law at the University of Oxford. Companies in Europe tend to accept that the board can benefit from bringing a conflicted director into the discussion, Enriques said.

AT END OF ARMS

Battered by a series of scandals and mounting losses, Credit Suisse launched a recovery plan last month that will see the bank raise 4 billion Swiss francs ($4.16 billion) in capital from investors and cut thousands of jobs.

The spin-off of investment banking and the sale of the securitized products unit to Apollo are key elements of the reorganization.

At the offsite annual board meeting in Bad Ragaz, Switzerland, in June, the plan was discussed and won the support of the board and management, the source said.

Klein, a 59-year-old former Citigroup rainmaker who runs consultancy boutique Mr. Klein & Co, has been a member of Credit Suisse’s board of directors since 2018. Over the years, he’s become a go-to adviser to Saudi Arabia using its own boutique to help the country’s sovereign wealth fund craft deals to diversify the kingdom’s economy away from oil and gas.

To help fund its turnaround, Credit Suisse will raise funds from Saudi National Bank (SNB), part-owned by the kingdom, which is investing 1.5 billion Swiss francs in exchange for a stake of up to 9.9 %. The SNB could also invest directly in CS First Boston, the Saudi bank said.

The SNB told Reuters in an emailed statement on Friday that during its recent decision to invest in the capital of Credit Suisse, it had not found any information that could raise concerns about the governance of the bank and supported the transformation plan. announced by Credit Suisse on October 27.

SNB also said it could not comment on CS First Boston’s future plans “at this early stage.”

Klein and Credit Suisse also discussed Mr. Klein & Co’s merger with CS First Boston, according to a source familiar with the discussions.

Andreas Thomae, corporate governance specialist at Deka Investment in Germany, which manages about 360 billion euros ($369.5 billion) in assets and has a small stake in Credit Suisse, said Klein leads CS First Boston and the perspective that Klein brings his own boutique to CS First Boston “sounds the alarm.”

“There is a massive conflict of interest. In our view, this is a violation of corporate governance principles,” Thomae said.

A senior official with knowledge of the matter said any deal for CS First Boston to take over Klein’s store would be done at arm’s length and would be subject to strict regulatory scrutiny.

Deutsche Bank (DBKGn.DE) is providing an independent assessment of a potential combination, according to a person familiar with the discussions. In addition, the German lender is working as an underwriter for the capital increase of Credit Suisse.

In his email, Kaufmann of Ethos said the governance around the restructuring “should be very clean and raise no potential conflict of interest issues, even if only ‘on the surface’. CS must restore confidence and such doubts will not help solve this problem.”

Klein’s rise to CEO of CS First Boston – a company that could have annual revenue of $2.5 billion – has taken some bank insiders by surprise, two sources close to them told Reuters. the restructuring of the bank.

Until early October, as reorganization talks became more advanced, David Miller, head of investment banking and capital markets at Credit Suisse, was still in contention for the top job at CS First. Boston, those sources said.

Miller, contacted through a spokesperson, declined to comment.

($1 = 0.9606 Swiss francs)

($1 = 0.9744 euros)

Additional reporting by Saaed Azhar, David French, Greg Roumeliotis, Hadeel Al Sayegh; written by Elisa Martinuzzi; edited by Edward Tobin, David Evans, Kirsten Donovan

Our standards: The Thomson Reuters Trust Principles.

Michael Shields

Thomson Reuters

Swiss and Austrian Bureau Chief leading a multimedia team of journalists based in Zurich, Geneva and Vienna covering Swiss and Austrian news, reports, photos and videos with experience reporting from dozens of countries on three continents since 1987.

]]>
Silvaco Announces the Appointment of Five Industry Veterans to its Board of Directors https://upbeetcommunications.com/silvaco-announces-the-appointment-of-five-industry-veterans-to-its-board-of-directors/ Tue, 08 Nov 2022 14:00:00 +0000 https://upbeetcommunications.com/silvaco-announces-the-appointment-of-five-industry-veterans-to-its-board-of-directors/ SANTA CLARA, Calif.–(BUSINESS WIRE)–Silvaco Group, Inc. (“Silvaco”), a provider of TCAD, EDA software and design intellectual property, today announced the addition of John Cleveland, Dr. Hau Lee, William Molloie, Dr. Walden Rhines and Jodi Shelton to its Board of Directors (the “Board”). The new members bring a wealth of financial, business and operational expertise to […]]]>

SANTA CLARA, Calif.–(BUSINESS WIRE)–Silvaco Group, Inc. (“Silvaco”), a provider of TCAD, EDA software and design intellectual property, today announced the addition of John Cleveland, Dr. Hau Lee, William Molloie, Dr. Walden Rhines and Jodi Shelton to its Board of Directors (the “Board”). The new members bring a wealth of financial, business and operational expertise to the Board of Directors to help oversee Silvaco’s domestic and global operations.

“The new board members are all accomplished executives with strong technology, management, financial and human resources experience in the high-tech market,” said Kathy Pesic, board chair. ‘administration. “These additions to the Board of Directors will guide our activities as we continue to serve the semiconductor and optoelectronics design communities and help strengthen Silvaco’s corporate governance.”

John Cleveland was chief human resources officer of Seagate Technology Holdings plc, a storage and data management solutions company, from 2017 to 2020, and vice president of global compensation, benefits, mobility, compliance and mergers and acquisitions from 2006 to 2017. Prior to joining Seagate, Mr. Cleveland held leadership and human resources positions at various high-tech systems, software, semiconductor and aerospace companies. Mr. Cleveland is a senior advisor to SkyDeck Berkeley, a startup accelerator at the University of California, Berkeley, is an executive advisor to Empath Ventures and Neowork Ventures, and was an adjunct lecturer at San State University. Joseph. Mr. Cleveland holds a BA in Industrial Psychology from the University of California, Berkeley and an MBA from Pepperdine University.

Dr. Hau L. Lee is the Thoma Professor of Operations, Information, and Technology at Stanford Graduate School of Business. His areas of specialization include global value chain innovations, supply chain management, global logistics, inventory modeling, and environmental and social responsibility. Dr. Lee is also Academic Advisor to the Stanford Institute for Innovations in Developing Economies and Co-Director of the Stanford Value Chain Innovation Initiative. Dr. Lee was elected to the US National Academy of Engineering and is a Fellow of INFORMS, MSOM and POMS. He has consulted extensively in the public and private sectors and was a co-founder of DemandTec, which went public in 2007. Dr. Lee serves on the board and advisory board of several logistics services and supply chain software companies and also delivered training workshops on supply chain management and global logistics in Asia, Europe and [North] America. Dr. Lee earned a B.Soc.Sc. in Economics and Statistics from the University of Hong Kong, an M.Sc. in Operations Research from the London School of Economics, and an MSc and Ph.D. in operations research from the Wharton School of the University of Pennsylvania.

William Molloie is currently a lecturer in the graduate program at the Rady School of Management at the University of California, San Diego and is a member of the Board of Directors and Compensation Committee of a stage-stage biotechnology company. startup based in San Diego. In July 1986, Mr. Molloie joined PricewaterhouseCoopers (“PwC”) and served as an insurance partner from October 1997 until June 2020. Mr. Molloie’s primary areas of expertise include mergers and acquisitions, capital transactions , initial and secondary public offerings, investments and venture capital. During his tenure at PwC, Mr. Molloie served as a senior partner to numerous public and private clients in technology and pharmaceutical and life sciences in Philadelphia, China and Southern California, and led PwC’s pharmaceutical/life sciences practice in Southern California.

Dr. Walden “Wally” C. Rhines is President and Chief Executive Officer of Cornami, Inc. Dr. Rhines previously served as Chief Executive Officer of Mentor Graphics for 23 years and Chairman of its Board of Directors for 17 years. Prior to joining Mentor Graphics, Dr. Rhines served as Executive Vice President, Semiconductor Group, of Texas Instruments and was responsible for the company’s worldwide semiconductor business. Dr. Rhines serves on the board of QORVO and previously served on the board of Cirrus Logic, TriQuint Semiconductor, Global Logic, PTK Acquisition Corp. and SRC and as Chair of the Electronic Design Automation Consortium (for five two-year terms). He is a life member of the IEEE and has served on the board of trustees for Lewis and Clark College, the national advisory board for the University of Michigan, and industry committees advising Stanford University and the University of Florida. Dr. Rhines earned a BSE in Metallurgical Engineering from the University of Michigan, a Masters and a Ph.D. in materials science and engineering from Stanford University, an MBA from Southern Methodist University, and honorary doctorates in technology from the University of Florida and Nottingham Trent University. In 2021, the Global Semiconductor Alliance awarded Dr. Rhines its prestigious Dr. Morris Chang Exemplary Leadership Award.

Jodi Shelton is co-founder and CEO of the Global Semiconductor Alliance (“GSA”). A pioneer in the tech space, Shelton was instrumental in founding the Alliance and has continually addressed global industry issues as a spokesperson for its members. Under Ms. Shelton’s leadership, the GSA has expanded its membership to include companies across the supply chain, representing 45 countries around the world. She is the key liaison between the GSA and the business community at financial and industry conferences, providing information on key topics relating to the global fabless supply chain. Ms. Shelton also co-founded Shelton Group, a strategic investor relations firm in February 1994 and has been its president since its inception. Ms. Shelton holds a bachelor’s degree in political science from San Diego State and a master’s degree in political science from the University of Houston. She also received certification from Columbia Business School’s Corporate Governance Program.

“We are delighted to welcome the new board members to the board,” said Babak Taheri, CEO of Silvaco Group. “This is an exciting time for Silvaco. We have worked diligently to ensure Silvaco’s board and management represent a variety of experts in the semiconductor market and the new additions are no exception. .

About Silvaco Group, Inc.

Silvaco is a semiconductor design TCAD, EDA and IP software provider, used for process and device development for advanced semiconductors, power ICs, display, memory and SoC design. Silvaco is headquartered in Santa Clara, California, and has a global presence with offices located in North America, Europe, Brazil, China, Japan, Korea, Singapore and Taiwan.

]]>
Shareholder Alert: Robbins LLP Notifies Investors of Class Action Lawsuit Against Enviva Inc. (EVA) f/k/a Enviva Partners, LP https://upbeetcommunications.com/shareholder-alert-robbins-llp-notifies-investors-of-class-action-lawsuit-against-enviva-inc-eva-f-k-a-enviva-partners-lp/ Fri, 04 Nov 2022 21:49:00 +0000 https://upbeetcommunications.com/shareholder-alert-robbins-llp-notifies-investors-of-class-action-lawsuit-against-enviva-inc-eva-f-k-a-enviva-partners-lp/ SAN DIEGO–(BUSINESS WIRE)–The class: Robbins LLP advises investors that a shareholder has filed a class action lawsuit on behalf of all persons and entities who purchased or otherwise acquired Eviva, Inc. (NASDAQ: EVA) securities between February 21, 2019 and October 11, 2022 , for violation of the Securities Exchange Act of 1934. Enviva, formerly known […]]]>

SAN DIEGO–(BUSINESS WIRE)–The class: Robbins LLP advises investors that a shareholder has filed a class action lawsuit on behalf of all persons and entities who purchased or otherwise acquired Eviva, Inc. (NASDAQ: EVA) securities between February 21, 2019 and October 11, 2022 , for violation of the Securities Exchange Act of 1934. Enviva, formerly known as Enviva Partners, LP, develops, builds, acquires, owns and operates fully contracted wood pellet plants.

And now: Shareholders in the same situation may be eligible to participate in the class action against Enviva. Shareholders who wish to be named lead class plaintiff must file their documents by January 3, 2023. A lead plaintiff is a representative acting on behalf of other class members to direct litigation. You don’t have to be in the case to be eligible for a clawback. For more information, click here.

All representation is done on a contingent fee basis. Shareholders do not pay any fees or expenses.

What this case is about: Enviva, Inc. (EVA) Misled Investors About Its Business Prospects

According to the complaint, Enviva’s products are used as a substitute for coal in power generation and combined heat and power plants. Significantly, Enviva markets itself as a “growth-focused” environmental, social and governance (“ESG”) company with a “platform to generate stable and growing cash flow.”

However, during the Class Period, the Defendants failed to disclose that: (i) Enviva misrepresented the environmental sustainability of its wood pellet production and supply; (ii) Enviva had also overestimated the true measure of cash flow generated by the Company’s platform; and (iii) as a result, Enviva had misrepresented its business model and the Company’s ability to achieve the level of growth that defendants had represented to investors.

On October 12, 2022, Blue Orca Capital released a report on Enviva claiming that “new discovered data suggests. . . the company is blatantly laundering its timber sourcing” and called Enviva’s claim to be a “pure play ESG company with a healthy, self-funded dividend and cash flow to provide a platform for future growth as “nonsense from all points of view”. Additionally, the Blue Orca report alleged that “Enviva is a dangerously indebted serial capital raiser whose deteriorating cash conversion and non-profitability will drain it of cash next year” and is “a product of subsidies deranged European weather patterns that incentivize the destruction of American forests so that European power companies can tick a bureaucratic box.

On this news, Enviva’s stock price fell $7.74 per share, or 13.13%, to close at $51.23 per share on October 12, 2022.

Contact us for more information:

Aaron Dumas

(800) 350-6003

adumas@robbinsllp.com

Shareholder Information Form

About Robbins LLP: A recognized leader in shareholder rights litigation, the attorneys and staff of Robbins LLP are dedicated to helping shareholders recoup losses, improving corporate governance structures and holding corporate executives responsible for their wrongdoings since 2002. To be notified in the event of a class action lawsuit against Enviva, Inc. or to receive free alerts when corporate executives commit wrongdoing, sign up for Stock Watch today.

Lawyer advertisement. Past results do not guarantee a similar result.

]]>
The market opens November on a negative note https://upbeetcommunications.com/the-market-opens-november-on-a-negative-note/ Tue, 01 Nov 2022 14:42:46 +0000 https://upbeetcommunications.com/the-market-opens-november-on-a-negative-note/ The Nigerian stock market continued its journey into negative territory on Tuesday, falling 0.21% as weak investor sentiment continued to impact the market. Equity investors recorded a loss of about 50 billion naira on the first trading day of November. The negative stock market record was mainly driven by stocks such as Seplat Energy, Julius […]]]>

The Nigerian stock market continued its journey into negative territory on Tuesday, falling 0.21% as weak investor sentiment continued to impact the market.

Equity investors recorded a loss of about 50 billion naira on the first trading day of November.

The negative stock market record was mainly driven by stocks such as Seplat Energy, Julius Berger and UACN.

Seplat decreased the most by N100, going from N1,200 to N1,100, down 8.33%. He was followed by Julius Berger who dropped from N25.90 to N23.45, having lost N2.45 or 9.46%; and UACN which fell from a high of 8.95 N to 8.40 N, losing 55 kobo or 6.15%.

Also Read: NGX Urges International Breweries to Maintain Good Corporate Governance and Shareholder Value

“The wave of nine-month (9M) 2022 earnings releases has been largely positive. However, investor reactions to the published results were lackluster. Overall, we expect the market to close in the negative zone,” according to research analysts at Lagos-based Meristem.

As of the close of trading on Tuesday, November 1, Nigerian Exchange Limited’s (NGX) All Share Index (ASI) and its market capitalization depreciated by 43,839.08 points and N23,877 billion respectively to 43,745.73 points and 23,827 billion naira.

The positive year-to-date stock market return (YtD) also declined to 2.41%.

Access Holdings, Sterling Bank, Transcorp, UBA and Zenith Bank were the 5 most traded stocks. In 4,110 transactions, investors traded 172,866,016 shares valued at N4.014 billion.

]]>
NFTs Hit the Mainstream and Risk Follows | woodruff sawyer https://upbeetcommunications.com/nfts-hit-the-mainstream-and-risk-follows-woodruff-sawyer/ Sat, 29 Oct 2022 01:00:44 +0000 https://upbeetcommunications.com/nfts-hit-the-mainstream-and-risk-follows-woodruff-sawyer/ These “overpriced pixels” quickly became a new status symbol for pop stars, professional athletes and wealthy entrepreneurs, and in turn propelled rapid growth in peer-to-peer marketplaces that support digital asset trading. Iconoclastic monkeys, punks, owls, and skeletons have become popular avatars and streetwear illustrations. Emerging artists with names like Beeple, XCopy and Mad Dog Jones […]]]>

These “overpriced pixels” quickly became a new status symbol for pop stars, professional athletes and wealthy entrepreneurs, and in turn propelled rapid growth in peer-to-peer marketplaces that support digital asset trading. Iconoclastic monkeys, punks, owls, and skeletons have become popular avatars and streetwear illustrations. Emerging artists with names like Beeple, XCopy and Mad Dog Jones have embraced this world of digital art, creating something of a crypto renaissance with digital pieces of meta heroes, political commentary, surreal still lifes and dystopian worlds. And the big brands have taken notice.

Luxury brands Gucci, Tiffany and Mercedes Benz are joining Main Street brands Coca-Cola, McDonald’s and Frito-Lay in their new Web 3.0 ventures. Same Time magazine joined the fray, releasing TIMEPieces with an inaugural mint that features an interview with Ethereum’s Vitalik Buterin.

Each company’s NFT strategy can vary greatly. Indeed, their strategy can change with each strike. But are there new risks associated with a technology as nascent as Web 3.0? The answers can be surprising.

Promotional campaigns

This summer, the History Channel made waves with its promotional offer of a limited number of NFTs during the popular Shark Week series. Viewers were prompted by a QR code between segments with instructions to download the free NFTs which featured stills of their favorite sharks in action. McDonald’s plans to distribute a limited number of NFTs with McRib starting in November. Fans of the limited-time sandwich will have a chance to win a free NFT during McDonald’s marketing campaign celebrating McRib’s 40th anniversary.

Superfans of both brands may appreciate the novelty of these NFT offerings, but the monetary value of their NFTs likely won’t increase over time. The brand risks associated with this type of promotional campaign are limited, but vendors assisting in minting run the risk of copyright and intellectual property violations without the proper clearances from these brands.

Collectibles

Coca-Cola, Kia and Tiffany have developed NFT collectibles with different strategies. Coca-Cola donated NFT artwork by fashion designer Rick Minsi in July to celebrate Pride Month, with proceeds benefiting LGBTQIA+ charities. Kia Automotive replaced its street-savvy hamster characters with DASK (Dark Army Skeleton Krew) skeletons in a TV commercial for its Soul SUV. Viewers were given a brief preview of a QR code with download instructions for a free promotional DASK NFT. The offerings were quickly exhausted. Perhaps the most frustrating hit comes from jeweler Tiffany & Co., with its NFTiff offering. Consumers are offered a limited number of unique Crypto Punk NFTs minted as NFTiff. The NFTs then grant the right to purchase a personalized Tiffany necklace and pendant featuring the Crypto Punk.

These strategies differ because the NFTs offered contain intrinsic value, even though some are part of a marketing promotion. NFTs are immediately tradable on peer-to-peer trading markets. Corporate governance challenges are surfacing as federal anti-money laundering laws are increasingly enforced with NFT creators.

Metaverse

For fans and collectors seeking sanctuary in the metaverse, UPS, Frito-Lay, and Mercedes Benz are here. UPS and Frito-Lay have filed new trademarks to offer products, services and multimedia in the metaverse. Full details of each offering have yet to be announced. Mercedes Benz, however, has released NFTs of its iconic G-Class SUV. Now status-conscious collectors can take their “G-Wagons” into the metaverse.

The creation and development of the metaverse is in its infancy. However, crimes including NFT theft and fraud are already making headlines.

Access control/Ticketing

Sports franchises, entertainment venues and concert festivals are exploring NFTs that provide special access and enhanced fan experiences.

As NFTs are offered as virtual tickets, the technology allowing entry to the site varies. If these NFTs don’t work properly or slow down the entry process, NFT issuers can find themselves exposed to reputational damage and class action lawsuits from fans not authorized to access.

Fractional ownership

Perhaps one of the biggest areas of potential growth also contains the biggest risk for NFT issuers. Recording artists and independent filmmakers have struggled with production contracts perceived as unsustainable for these artists. The criticism is that film and music studios retain disproportionate shares of revenue streams from unit sales, touring and other sales promotions. As a result, artists are exploring ways to monetize their work while marketing it directly to their fans with, perhaps, different levels of super fan-only customer experiences.

The idea is compelling. Artists would offer their work as NFT which gives fractional ownership to that work, while artists would retain most intellectual property rights. In turn, the artist shares this split portion of subsequent royalties with the owners of NFT. Artists can also reward NFT owners with periodic content or product drops. This new approach would also encourage owners to promote the work of artists in order to increase future royalty payments.

This idea, while attractive, could put the publisher against the Securities and Exchange Commission (SEC) with the authorized sale of unregistered securities, according to the Howey test. Currently, the SEC is pursuing several cryptocurrency issues and trading platforms under the same securitization theory as envisioned by these artists. For publishers, this represents another high risk that their directors and officers need to consider, along with governance requirements, technology risks and cyber exposures.

Where to turn

The insurance underwriting community has proceeded with caution when offering insurance solutions to incumbents launching Web 3.0 initiatives and digital asset organizations natively based on this technology. The impact on scope of coverage and pricing can vary significantly from company to company.

]]>
Leveraging the Second Bite of Apple – Corporate Law and Company Law https://upbeetcommunications.com/leveraging-the-second-bite-of-apple-corporate-law-and-company-law/ Tue, 25 Oct 2022 14:59:06 +0000 https://upbeetcommunications.com/leveraging-the-second-bite-of-apple-corporate-law-and-company-law/ October 25, 2022 Thompson Coburn LLP To print this article, all you need to do is be registered or log in to Mondaq.com. It’s no secret that private equity firms use debt aggressively to create leverage and increase returns on their investments. However, much less attention is paid to another hidden way in […]]]>

To print this article, all you need to do is be registered or log in to Mondaq.com.

It’s no secret that private equity firms use debt aggressively to create leverage and increase returns on their investments. However, much less attention is paid to another hidden way in which private equity firms create leverage in their legal structure and most clients are surprised to find real and quantifiable leverage in the terms and terms of the seller’s rolling investments.

As a backdrop, virtually all private equity firms offer sellers the opportunity to reinvest their profits into the platform and participate in the famous “second bite of apple”. These rolling investments can be extremely attractive to some sellers by offering short-term returns that are significantly higher than would otherwise be available to them. Private equity firms prefer these structures because it allows them to keep the sellers invested in the asset, so they are much less likely to have to replace a management team and it reduces the amount of equity that they need. they have to invest. In order to maintain the investment of this management team, these rolling investments are therefore almost always subject to a series of appeals in the LLC platform agreement which are often related to the maintenance of the employment of the sellers with the platform.

For example, in the most generous of these rollover transactions, sellers could be bought out at “fair market value” in the event of a “head start” situation. Sounds fair, but almost all private equity platforms include some form of multiple arbitrage as part of their strategy. If their target investments are businesses bought at a multiple of 6.0x with an EBITDA of $10 million, that multiple will increase to 9.0x once a business has an EBITDA of $50 million. By using the 6.0x multiple for redemptions at “fair market value” (or in some cases simply redeeming the investment), private equity investors benefit from the full “size multiple” and optimize their yields as well.

Other transactions may not even provide sellers with fair market value on a buyout – they may simply return sellers the initial value of the investment. In this case, the rolling investment offers even more leverage than the debt because the investment was interest-free.

These issues can be particularly difficult in the situation where a majority seller has the stated intention of retiring in the near future and “passing the baton” to a new generation of leaders. Depending on which side of the table you are on, the rationales for placing redemption restrictions on this rolling investment disappear or there is a great opportunity to get more out of your investment.

The content of this article is intended to provide a general guide on the subject. Specialist advice should be sought regarding your particular situation.

POPULAR ARTICLES ON: US Corporate/Commercial Law

The increasing legal complexity surrounding ESG

Kramer Levin Naftalis & Frankel LLP

Whether in response to stakeholders, market pressures or legal requirements, many companies choose to integrate environmental, social and governance aspects…

Six Key Steps to Developing a Records Retention Policy

Meissner Tierney Fisher & Nichols

Businesses in all industries have records that they use in their day-to-day operations, especially in the age of automation. With more documents being created and stored every day,…

]]>
Sebi imposes Rs 15.75 crore fine on Bombay Dyeing, Ness Wadia and others https://upbeetcommunications.com/sebi-imposes-rs-15-75-crore-fine-on-bombay-dyeing-ness-wadia-and-others/ Sat, 22 Oct 2022 10:53:53 +0000 https://upbeetcommunications.com/sebi-imposes-rs-15-75-crore-fine-on-bombay-dyeing-ness-wadia-and-others/ Sebi imposes a fine of Rs 15.75 crore on Bombay Dyeing, Ness Wadia others Photo: ET now digital The Securities & Exchange Board of India (Sebi), in an order issued on Saturday, banned Bombay Dyeing & Manufacturing Company Ltd and its promoters Nusli N Wadia, Ness Wadia and Jehangir Wadia from accessing the stock exchanges […]]]>

Sebi imposes a fine of Rs 15.75 crore on Bombay Dyeing, Ness Wadia others

Photo: ET now digital

The Securities & Exchange Board of India (Sebi), in an order issued on Saturday, banned Bombay Dyeing & Manufacturing Company Ltd and its promoters Nusli N Wadia, Ness Wadia and Jehangir Wadia from accessing the stock exchanges for a period of up to up to 2 years.
The capital market regulator has also imposed a fine totaling Rs 15.75 crore on the company, its promoters and directors for manipulating the company’s financial statements. Among those sanctioned by Sebi in the case are Scal Services Ltd, a Wadia Group company, DS Gagrat, then director of the company, and Durgesh Mehta, who was joint managing director and chief financial officer of Bombay Dyeing.

Those sanctioned were given 45 days to pay the fine, Sebi said in a 100-page order released Friday.

Based on some complaints, Sebi conducted a detailed investigation into the affairs of Bombay Dyeing and Manufacturing Company Ltd (BDMCL) for the period covering fiscal years 2011-12 to 2018-19.

The regulator concluded that these entities engaged in a fraudulent scheme of misrepresentation of BDMCL’s financial statements, inflating sales by Rs 2,492.94 crore and profit by Rs 1,302.20 crore from the alleged sale of apartments by BDMCL at Scal during FU 2011-12 to 2017-18.

The Sebi order further alleged that BDMCL, despite holding only a direct 19% stake in Scal, exercised full control over the latter’s share capital through indirect holdings.

BDMCL deliberately capped the working interest in Scal at 19% in order to avoid the label of “associated company” for the latter and thus ensure that the financial statements of Scal would not have to be consolidated with those of BDMCL.

“Had Scal’s financial statements been consolidated with BDMCL, the aforementioned sales and profits of BDMCL from transactions with Scal would not have been reflected in BDMCL’s consolidated financial statements, since the inter-se transactions between the two entities would have been eliminated from being reported in the consolidated financial statements,” Sebi said in his 100-page order, according to PTI.

BDMCL also failed to disclose any material transactions with its “related party” Scal in the quarterly corporate governance compliance report.

In light of these observations, the capital market regulator banned Bombay Dyeing, Nusli N Wadia, Ness Wadia and Jehangir Wadia from the securities market for a period of 2 years. Scal and its then directors were banned for a period of 1 year.

In addition, Sebi further refrained from being associated with Wadias and Mehta with the securities market, including acting as a director or key executive in a listed company for a period of one year.

]]>
MSMEs support call for micro stock market https://upbeetcommunications.com/msmes-support-call-for-micro-stock-market/ Wed, 19 Oct 2022 05:15:35 +0000 https://upbeetcommunications.com/msmes-support-call-for-micro-stock-market/ WIGNALL…if we look at the example of the junior stock exchange and the number of companies that have gone public, and the improvement in corporate governance in those companies, that would really bode well for micro- companies, in particular, for the purpose of formalization (Photo: Joseph Wellington) Associations that run local micro, small and medium-sized […]]]>

WIGNALL…if we look at the example of the junior stock exchange and the number of companies that have gone public, and the improvement in corporate governance in those companies, that would really bode well for micro- companies, in particular, for the purpose of formalization (Photo: Joseph Wellington)

Associations that run local micro, small and medium-sized enterprises (MSMEs) said they fully support the creation of a micromarket at the local stock exchange.

“With all the funding challenges we are currently facing, I think this is a great idea. The idea that Minister Shaw backed when he was head of the department is still relevant but, for a some reason, hasn’t taken hold,” said Donovan Wignall, Chairman of the MSME Alliance – a network of business organizations that represents more than 300,000 MSMEs locally.

Speaking at last month’s edition of Jamaica Observer Business ForumWignall said that while much discussion has been and is still taking place at the broader private sector level, the respective groups, comprising his organization as well as the efforts of the Small Business Association of Jamaica (SBAJ) and the Young Entrepreneurs Association (YEA), among other bodies, would move quickly to begin discussions with Marlene Street Forrest, managing director of the Jamaica Stock Exchange (JSE).

“Through these discussions, we will see how we can run the program of a micro exchange. We can set a limit of probably $50-100 million as a ceiling for the initial public offering (IPO) for micro businesses, but I believe it’s a great idea worth pursuing,” he said.

“If we look at the example of the junior stock market and the number of companies that have gone public, and the improvement in corporate governance in those companies, that would really bode well for micro-enterprises, in particular for formalization purposes,” Wignall added.

Following the creation of a junior market in 2009, which to date accounts for almost half of the more than 100 securities now listed on the JSE, a micro-exchange is expected to allow small businesses with revenues below 15 million dollars to raise capital to start business growth.

The junior market already allows fully registered and legitimate SMEs to raise between $50 million and $500 million in new funds in an IPO. Incentives including full exemption from income tax for the first five years and 50 percent for the remaining five years are also applied.

YEA Chairman Cordell Williams Graham, also giving his full support to the development of a micro-market, said that apart from formalization and corporate governance structures, the creation of such a market will allow small business players to benefit from diversified funding.

“I think it’s also a good decision, which gives a significant boost to formality because of the requirements,” she told the forum.

Minister Audley Shaw, a long-time advocate of the need for a micromarket and instrumental in the creation of the junior market, recently stressed at a JSE listing ceremony the need for action definitive ways to get things started, noting that a micro fellowship “will present another opportunity for more businesses to go formal.”

Shaw had also said in its previous proposals that a micro-exchange would target companies with capitalization between $5 million and $50 million as they seek funding to support growth and expansion.

“I will champion him and promote him in cabinet to the prime minister and finance minister,” he said.

WILLIAMS GRAHAM… I think it’s also a good decision, which gives a significant boost to formality due to the demands (Photos: Naphtali Junior)

]]>