#shareholderrights — Public Fediverse posts

Korea Corporate Governance Forum urges Korea Zinc to have its board chair, not CEO, preside over the March AGM amid a control dispute, and calls for Hanwha, LG, and Hyundai Motor Group to divest their stakes following new corporate governance reforms.
#YonhapInfomax
#KoreaZinc #CorporateGovernance #ShareholderRights #Hanwha #MBKPartners
#Economics #FinancialMarkets #Banking #Securities #Bonds #StockMarket
https://en.infomaxai.com/news/articleView.html?idxno=106953

Korea Corporate Governance Forum urges Korea Zinc to have its board chair, not CEO, preside over the March AGM amid a control dispute, and calls for Hanwha, LG, and Hyundai Motor Group to divest their stakes following new corporate governance reforms.
#YonhapInfomax
#KoreaZinc #CorporateGovernance #ShareholderRights #Hanwha #MBKPartners
#Economics #FinancialMarkets #Banking #Securities #Bonds #StockMarket
https://en.infomaxai.com/news/articleView.html?idxno=106953

Korea Corporate Governance Forum urges Korea Zinc to have its board chair, not CEO, preside over the March AGM amid a control dispute, and calls for Hanwha, LG, and Hyundai Motor Group to divest their stakes following new corporate governance reforms.
#YonhapInfomax
#KoreaZinc #CorporateGovernance #ShareholderRights #Hanwha #MBKPartners
#Economics #FinancialMarkets #Banking #Securities #Bonds #StockMarket
https://en.infomaxai.com/news/articleView.html?idxno=106953

Korea Corporate Governance Forum urges Korea Zinc to have its board chair, not CEO, preside over the March AGM amid a control dispute, and calls for Hanwha, LG, and Hyundai Motor Group to divest their stakes following new corporate governance reforms.
#YonhapInfomax
#KoreaZinc #CorporateGovernance #ShareholderRights #Hanwha #MBKPartners
#Economics #FinancialMarkets #Banking #Securities #Bonds #StockMarket
https://en.infomaxai.com/news/articleView.html?idxno=106953

A Second Adjournment Vibe Check on QQQ

The Invesco QQQ shareholder meeting has been adjourned for a second time, because the company once again failed to muster the votes they need for their UIT-ETF conversion scheme.

Invesco came awfully close on this round, with “over 50% of shares” voting with management and for the conversion. That leaves them with less than one point to gain by December 19th, when the shareholder meeting is expected to resume. The plan is to badger non-voting shareholders until they reach or cross the 51% threshold. The company said as much on a flyer published after the first adjournment: “Mailings and calls will STOP once you vote!” Or, the beatings will continue until morale improves.

Invesco is probably going to get its way, either by December 19th or soon thereafter.* But their strategy creates some vulnerabilities, which I think are best captured in headlines like this one, published on Morningstar today: “Why has Invesco’s QQQ called me two dozen times in the past few weeks? Is it a scam?” No, it’s not a scam, but I’ve seen versions of the same question asked in a number of different places. People are asking if this is a scam because a) they are unused to being contacted by companies and funds where they hold shares, which is a problem I’ll leave for another day; and b) Invesco’s behavior right now feels scammy, a little too desperate and sweaty.

I appreciate how hard it is to engage shareholders. (I was once the only shareholder to show up for a fund’s annual meeting.) “It’s a lot like herding cats,” says one equity analyst quoted in the Morningstar piece, but tired metaphors will only get us so far. The incessant calling and mailing and emailing, the repetition of the same three or four talking points, the exclamations, all caps, and multi-color fonts on the badly proofread flyers — none of it is compelling, none of it inspires trust. A fund holding hundreds of billions in assets, with both major institutional investors and millions of retail investors, shouldn’t feel like a pyramid scheme run out of a low-budget call center.

The Invesco QQQ campaign has been annoying, tawdry, and spammy. I can anticipate the argument that in this attention economy a noisy, pounding, unrelenting beat is the only way to attract and engage shareholders; and I would concede the point but add that maybe the time to start attracting, engaging, and including shareholders in governance questions was long before the company so desperately needed their votes.

Put out a bowl of milk every once in a while and you won’t find yourself herding the cats. They will be meowing at your doorstep.

Tired metaphors aside, it’s going to be much harder to engage shareholders with last minute campaigns than with long-term, sustained programs in which they see themselves included and actually have a voice. Suddenly popping up on everyone’s phone and flooding people’s inboxes is only going to undermine trust and reflect poorly on the company.

I realize that’s not an argument for or against the UIT-ETF conversion. (I’ve laid out my arguments on that issue in a previous post.) This is more a vibe, and it’s really not a good one: it makes me wonder why they’ve resorted to these tactics, and what’s really going on with this proposal.

And just for the record, I’m sticking with the “no” vote I cast just before the first adjournment.

* Update 19 Dec 25: The deed is done. Invesco QQQ will start trading as an ETF as early as Monday 22 Dec.

Type your email…

Subscribe

Reply from the CEO of BacTech Environmental

Well, that was fast. Only a few hours after I published my post about BacTech Environmental this morning, CEO Ross Orr sent this reply — drafted, he notes, by BacTech’s lawyer.

The requirement [when it comes to requesting an extension for holding an AGM] is that an application be made to the court of competent jurisdiction in order to have a waiver/extension of the meeting prior to the deadline. BacTech did not have the means to hold a meeting and neither of the means to pay for legal counsel to ask for an extension.

It is the reason why Resolution  #3 in under the heading “Past annual general/special meetings” exists (page 9 of the Circular). We also ask for the approval that will allow us to move forward with a court order to authorize the failure to respect the CBCA.

Essentially asks that the shareholders to forgive past sins [sic], and if deemed necessary, proceed to a court order, including:

3. The Shareholders, hereby approved, ratify and adopt all past acts of the board during 2021 2022 and 2023, notwithstanding the failure to hold an annual or special general meeting or hereby consent to an order of a court or such applicable security commission if necessary, outstanding any efficient deficiency of the corporation and compliance with Part XII (shareholders meetings), Part XIII (proxy solicitation) and Part XIV (financial disclosure) of the Canada Business Corporations Act for the financial years end of 2021, 2022 and 2023.

While there are technical flaws in this approach, it is an approach which allows clearing them up without the additional cost for legal fees (prior to the meeting), and asking a court to clarify this. The fact that, as a reporting issuer, BacTech has continued to respect its obligations for continuous disclosure, including the filing of financial statements would, in our view, allow a court to proceed with such an order upon our application.

So, the company did not ask the Court for an extension for calling an annual meeting for the same reason it did not hold an annual general meeting: “cost.”

I can appreciate the need to keep the purse strings tight. This is a relatively small company, with a market cap of less than $10 million CAD, trying to do some technically very difficult projects. Still, I wonder if what prevented the company from holding an AGM was not lack of resources so much as lack of resourcefulness — or maybe disordered priorities. I like to think that a company can be both scrappy and responsibly governed.

While I can’t set aside all my initial concerns, I am impressed by the promptness of the reply and its elements of candor (e.g., “past sins,” “technical flaws”). Now to sit down again with the management circular and ballot, and reconsider.

Postscript 11 September 2025: In filings on SEDAR from the period in question, the company tells the same story it tells here: it cannot meet administrative costs and other financial obligations, and there is “serious and significant doubt about the Company’s ability to operate as a going concern.” That’s from a 2022 filing. The trouble I’m having after reviewing this and other filings is not with the company’s failure (or inability, but it amounts to the same thing) to comply with Canadian securities law per se; it’s not even primarily with the company’s failure to communicate with shareholders during this period, though that would have been helpful. The main problem I am wrestling with is the language of the two resolutions mentioned in my original post on this topic. It is so sweeping, and asks shareholders to “forgive” (BacTech’s word) so many actions — basically to approve every decision taken by the Board over the three-year period when it did not (or could not) meet and consult with shareholders. So I am still a “no” on these proposals, but I understand the Board’s position and appreciate the difficulties it had. 

Update 17 September 2025: Both resolutions passed, leaving me in the dissenting minority — a position I’m in more often than not.

Type your email…

Subscribe

#BAC #compliance #corpgov #corporateGovernance #investing #shareholderCommunications #shareholderRights

Does the Board of BacTech Environmental Corporation Expect Shareholders to Wink at Years of Non-Compliance?

I’ve just written to the investor relations people at BacTech Environmental Corporation to get some background information on two extraordinary resolutions included on this year’s proxy form.

Both resolutions have to do with the Board’s failure to hold an annual general meeting for several years in a row.

As a result of insufficient financial resources for the years ended 2021, 2022 and 2023, the Corporation has not held its annual general meeting of shareholders pursuant to section 133 of the Canada Business Corporation’s [sic] Act. The Corporation has complied with its continuous disclosure obligations and filed, among other things, its audited and interim financial statements…as required.

There is (on page 9 of the management circular) a broad resolution asking shareholders to “approve, consent, and/or waive the Corporation’s deficiencies with respect to providing notice of and holding its annual general meeting.” It’s a request for blanket absolution, extending from non-compliance with section 79 of the Ontario Securities Act (which has to do with sending out regular financial statements to Ontario shareholders) to past appointments of auditors, and “all past acts of the Board, all lawful acts, contracts, proceedings, appointments, and payments” over the last four years or so.

Another resolution, Ratification of Stock Option Plan (on page 8 of the circular), asks shareholders to ratify and approve retroactively “all past issuance of stock options granted by the board” for fiscal years 2021-2024, “notwithstanding any defect or non-compliance with annual general meeting requirements.”

Right now, I am set on voting against both resolutions.

The Board appears to be looking for release from its obligations to shareholders and legal cover. Essentially, these two resolutions ask shareholders to do for the Board of BacTech Environmental what the Board of BacTech Environmental failed to do for shareholders: namely, bring the Board, and the company, into compliance with Canadian securities law. And while I am aware of the company’s cash flow problems, as indicated by this chart, I still have some trouble accepting the explanation that “insufficient financial resources” are the reason for the board’s failure to hold an annual general meeting. It seems more like a lack of resourcefulness — or, worse, negligence or indifference. This impression may simply be due to the fact that the Board has in its communications with shareholders done a poor job at explaining itself.

I would also like to know (and this is the question I put to the BacTech investor relations people) whether the Board applied for a Court order extending the time for calling an annual meeting in 2021, 2022, and 2023, as described in Section 133 subsection 3 of the Business Corporations Act. A quick search on SEDAR didn’t bring up anything, but maybe there’s another place where a record of these applications would be kept. Timely application for extension each year would at least indicate that the Board was making a good faith effort to comply with the law and was trying to do right by shareholders.

At the moment, the answer to the question asked by my title seems to be “yes,” but I am open to hearing the Board’s side. If I get a response from BacTech before the 12 September voting deadline, I will post it here and revisit my proxy.

Update: I heard back from the CEO of BacTech just a few hours after posting this. See this post.

Type your email…

Subscribe

#BAC #compliance #corpgov #corporateGovernance #governance #nonCompliance #risk #shareholderCommunications #shareholderRights

Where lawful corporate governance ends and the personalist regime begins

I embarrassed myself when, back in January, I asked whether wind energy investors had standing to sue the Trump administration over a presidential memorandum pausing all federal approvals for wind power development. I was suffering at the time from the delusion — common to most writers, I suppose — that readers would respond or at least consider the point. Instead, crickets. I guess it was what the experts would call a dumb question, which wouldn’t be the first one I’ve asked and won’t be the last, or it just wasn’t the sort of thing that grabs people’s attention nowadays. (I would never claim to have my finger on the popular pulse.) In any case, it was a failed bid.

I was, however, on to something. I just didn’t know what, but now I think I have a slightly better idea. It’s not only that Trump’s Quixotic madness about windmills has been on full display ever since; “adverse market development in the US,” as an Ørsted executive euphemistically puts it, has interrupted big projects like Empire Wind and sent wind energy stocks plummeting. It’s also that Trump continues to assert his (unlawful) prerogative to control and extort companies, whole industries, and markets.

Acting arbitrarily, corruptly (witness the Paramount or Tim Cook bribes), and with undisguised prejudice, Trump is trying to replace the invisible hand that we were supposed to believe was at work in the free market with his own bruised, rotting Chaos Monkey paw.

He has reserved for his regime a “golden share” as a condition for approving deals (auguring “a ‘meaningful shift’ in America’s approach to capital markets,” as a writer in the FT delicately puts it), spooked investors by calling unflattering economic data rigged, imposed import and export taxes with unfair exemptions for cronies and flatterers, arrogated to himself powers reserved for boards (witness the call, last week, for the CEO of Intel to step down), and repeatedly offended shareholder rights and prerogatives.

L’actionnaire c’est moi, or something like that, and though boards have gotten very good at ignoring ordinary investors, they are hardly known for standing up to this kind of political pressure. As for CEOs, they have shown that they are all too ready to capitulate and collude.

This non-stop chaos, oafish meddling, and strong-arm interference may at times look clownish, but it will have serious consequences. Sure, it creates “uncertainty” (the rhetorical fig leaf the business press uses when the Chaos Monkey exposes himself), and of course it will lead to misallocation of capital. But that’s hardly the main trouble.

It marks the spot where lawful corporate governance (such as we knew it) ends and the personalist regime begins.

Greg Ip, with whom I usually disagree, appears to make a fair point when he calls this “State Capitalism with American Characteristics,” but I would prefer State Capitalism with Coherent Industrial Policy to to what we actually have, and Ip’s label doesn’t quite capture the personalist element: L’etat c’est moi donc l’actionnaire c’est moi, or something like that.

Let’s just say that it looks like we are heading for — or perhaps we are already in the throes of — a full-blown governance crisis. It may already be too late to push back, but it sure would be nice to see boards and big institutional investors try.

Type your email…

Subscribe

#AAPL #DNNGY #INTC #PARA #autocracy #capitalMarkets #corpgov #corporateGovernance #corruption #cronyism #freeMarkets #kakistocracy #kleptocracy #liberty #personalism #personalistRegime #ruleOfLaw #shareholderRights

The Economic Reform Alliance welcomed South Korea’s Commercial Act amendment for boosting shareholder rights, but urged swift adoption of the cumulative voting system and further governance reforms.
#YonhapInfomax #CommercialAct #EconomicReformAlliance #CumulativeVoting #ShareholderRights #BoardIndependence #Economics #FinancialMarkets #Banking #Securities #Bonds #StockMarket
https://en.infomaxai.com/news/articleView.html?idxno=70649

Truston Asset Management has filed for an injunction to block Taekwang Industrial’s $2.3 billion exchangeable bond issuance, citing legal violations and potential shareholder harm as the company moves to sell 24.41% of its treasury shares at a steep discount without clear terms or acquirer.
#YonhapInfomax #TaekwangIndustrial #TrustonAssetManagement #ExchangeableBond #TreasuryShares #ShareholderRights #Economics #FinancialMarkets #Banking #Securities #Bonds #StockMarket
https://en.infomaxai.com/news/articleView.html?idxno=70128

Hoban Group has acquired over a 3% stake in LS Group, intensifying their rivalry amid ongoing legal disputes and prompting LS to seek alliances to defend its management control.
#YonhapInfomax #HobanGroup #LSGroup #ShareholderRights #SubmarineCable #LegalDispute #Economics #FinancialMarkets #Banking #Securities #Bonds #StockMarket
https://en.infomaxai.com/news/articleView.html?idxno=65394

Kim Moon-soo proposes prioritizing dividend distribution to general shareholders in parent company shares during corporate physical divisions, signaling potential shifts in shareholder rights
#YonhapInfomax #KimMoonSoo #PhysicalDivision #ShareholderRights #CorporateRestructuring #DividendDistribution #Economics #FinancialMarkets #Banking #Securities #Bonds #StockMarket
https://en.infomaxai.com/news/articleView.html?idxno=64308

Activist fund Align Partners acquires 7.17% stake in dental implant maker Dentium for 59.4 billion won, signaling potential for active shareholder engagement
#YonhapInfomax #AlignPartners #Dentium #StakeAcquisition #GeneralInvestment #ShareholderRights #Economics #FinancialMarkets #Banking #Securities #Bonds #StockMarket
https://en.infomaxai.com/news/articleView.html?idxno=56377

National Pension Service shifts KT stock holding purpose to 'simple investment', signaling potential change in shareholder engagement strategy
#YonhapInfomax #NationalPensionService #KT #ShareholderRights #InvestmentPurpose #CorporateGovernance #Economics #FinancialMarkets #Banking #Securities #Bonds #StockMarket
https://en.infomaxai.com/news/articleView.html?idxno=51697