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GENERAL MEETINGS 2021 - PHITRUST INCREASINGLY COMMITTED SHAREHOLDERS, IN A CONTEXT WHERE "REMOTE" FORMATS ARE BECOMING PREVALENT, SOMETIMES TO THE DISADVANTAGE OF SHAREHOLDER DEMOCRACY  <complete graphic - click here>

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VIPsight - 3rd Edition 2021 <click here>

VIPsight - News

 

Virtuelle Hauptversammlungen (2020): Ein sicherer Ersatz für Präsenzveranstaltungen?

How to Break Virtual Shareholder Meetings

Prof. Dr.-Ing. Andreas Mayer, Hochschule Heilbronn

<click here> complete version (PDF) deutsch

<click here> complete version (PDF) english - page 98 (114) to 112 (128)

17. Deutscher IT-Sicherheitskongress des BSI

https://www.bsi.bund.de/EN/Home/

 

 

 

 

 

 

 

 

 

November 2021

Bechtle AG / Gesco AG: To one his Owl is to the other his Nightingale

Occasionally it's the little things on the side that provide food for thought. For example, Bechtle AG recently announced that its Supervisory Board approved the proposal submitted by the Executive Board to suspend the intended re-registration of the company under the corporate form of a SE, and to end any efforts in these regards. Shareholders were informed that pandemic-related restrictions made it impossible to conduct statutory in-person meetings to prepare the conversion, and that there is no certainty at this time as to whether in-person meetings within the required time frames will be once again possible in the coming months.

more - VIPsight - 3rd Edition 2021 <click here>

 

Buhlmann's Corner

Quo vadis shareholder democracy

For many years, Germany was a role model regarding general meetings, building on the 1965 reform of company law. For many European countries, these regulations came later with the Shareholders' Rights Directive 2007/36/EC. Some did not even reach the growing democratic era because they jumped straight into the oligopoly world of American voting rights advisors: brave new world.

If shareholder democracy used to be physical and often enough governed by trial-and-error, today both medicine and epidemic have made it bloodless. It becomes a joke when "papers" are exchanged in advance and then virtually combined into minutes through one-way recitations. If the people were consistent, they would collect the electric papers in the notary's office and have them professionally read out there.

more - VIPsight - 3rd Edition 2021 <click here>

 

TUI AG: Scrubbing the Deck

As of now, nobody knows if business conditions in the tourist industry will ever reach the level before COVID. In such an environment it is not a mistake to systematically strengthen your own position, which seems to be the strategy of TUI. The capital increase implemented in October is an important building block on this path.

more - VIPsight - 3rd Edition 2021 <click here>

 

July 2021

BASF SE: Waiting for better Times to come

With the merger of Wintershall Holding GmbH and DEA Deutsche Erdöl AG in May 2019, a leading European natural gas and oil company was formed. According to the plans published those days, Wintershall DEA should not only be a major player in the energy market, but also take its place in the capital market. However, placing shares in the market requires favorable conditions for such a move. Therefore, the current shareholders BASF and LetterOne have decided to postpone the IPO to a later point in time. So far, the IPO was envisaged for the second half of 2021, subject to market conditions.

more - VIPsight - 2nd Edition 2021 <click here>

 

CureVac: Dead Cat bouncing?

Some years back a wave of corporations from China flooded the German and American stock exchanges. These companies had glorious business prospects in their far away home country, cleverly constructed but insufficient corporate governance structures, and enthusiastic investors without a clue about the business in common. This story is all history now. The swamp bubbles from China have burst, the money is gone, and investors have learned who to trust and who not. Or have they already forgotten this lesson?

more - VIPsight - 2nd Edition 2021 <click here>

 

Deutsche Wohnen SE / Vonovia SE: „Eigenbedarf“ in Berlin

Far-sightedness is a quality that cannot be blamed on politicians in Berlin. It is therefore not surprising that after German reunification the city parted with the burden of a large housing stock as quickly as possible. Today, properties that were hastily sold then are now contributing to the creation of Europe´s largest residential real estate group. This is due to the signing of the business combination agreement regarding the merger of Deutsche Wohnen SE and Vonovia SE in May 2021. The combination will result in a real estate group with a projected combined market capitalization of around 45 bn EUR and a combined real estate portfolio of approx. 90 bn EUR. The more than 500,000 apartments represent a Germany-wide market share of nearly 2 percent.

more - VIPsight - 2nd Edition 2021 <click here>

 

Bayer AG: Stubbornness can be expensive

Gradually, the financial burden of the Monsanto acquisition is becoming visible to shareholders. A considerable part of this is due to the Roundup™ product group. You do not have to be an opponent of Monsanto to understand that. Here the numbers speak for themselves. And even today it is still not possible to predict how high the bill will be in the end. The main reason for this unfortunate situation is that despite all the efforts of the lawyers, Bayer has still not succeeded in reaching a workable agreement with the plaintiffs. Viewed from the perspective of the financial control room, this may come as a surprise. After all, there was a double-digit billion amount on the table.

more - VIPsight - 2nd Edition 2021 <click here>

 

Aareal Bank AG: Just next to it is also called over

Aareal Bank´s AGM was unusually turbulent this year. In the months leading up to the meeting, the company had to deal intensively with several corporate governance issues, including the partial sale of its IT unit, a serios illness of the CEO, and demands of shareholders for extensive structural changes, including a full spin-off of the IT unit.

more - VIPsight - 2nd Edition 2021 <click here>

 

 

March 2021

WHO WAS ABLE TO LEND NON-ISSUED/ NOT EXISTING SHADOW SHARES ?

Custodian settlement is ... marvellous - may i vote my lended shares?

GameStop Corp.  Short Interstest as % of Free Float

Gamestop Corp chart today

<click here>

Volkswagen chart <ordinary> October 2008

<click here>

VIPsight USA - The GameStop Short Squeeze – Potential Regulatory and Litigation Fall Out and Considerations

<click here>

 

METRO AG: Balance Sheet Supervisor stumbles upon balance sheet supervision

After the hustle and bustle of the past few months, METRO could certainly use a little rest. But just a few weeks after the start of the year, the next corporate governance bomb is bursting. This time, the DPR is responsible for the disaster. However, we are not looking at balance sheets, but rather people. We owe this attention to the current mishap to the METRO supervisory board member Edgar Ernst. Mr. Ernst is joined the supervisory board in 2017, although he already had another hobby: Mr. Edgar Ernst has been President of the German Financial Reporting Enforcement Panel (DPR e. V.) since 2011. Therefore one wonders, did he perhaps just wanted to try out how badly a massive conflict of interest can damage a company´s reputation?

more - VIPsight - 1st Edition 2021 <click here>

 

Daimler AG: Preparing for a friendly Divorce

Maybe someone at Daimler recently watched one of these entertaining films about the fate of dinosaurs. This might help to explain why the company decided to go ahead with a fundamental change in its structure, “designed to unlock the full potential of its businesses in a zero-emissions, software-driven future.” A consequence of this plan is the decision to evaluate a spin-off of its Truck and Bus Division and to begin preparations for a separate listing of Daimler Truck. 

The Daimler Truck business shall have fully independent management, stand-alone corporate governance including an independent chairman of the supervisory board, and it is targeted to qualify as a DAX company. A significant majority stake in Daimler Truck shall be distributed to Daimler shareholders. The transaction and the listing of Daimler Truck on the Frankfurt Stock Exchange are expected to be complete before year-end 2021. Also, Daimler intends to rename itself as Mercedes-Benz at the appropriate time.

more - VIPsight - 1st Edition 2021 <click here>

 

thyssenkrupp AG: No free Lunch for Liberty Steel

Sometimes you can see an extra burden for the household budget approaching from afar. The state of North Rhine-Westphalia and some municipalities have probably felt the same way over the past few weeks. The reason for this was the talks about a sale of the steel division of thyssenkrupp. But on February 17th, thyssenkrupp ended the talks on a possible acquisition of thyssenkrupp Steel Europe by Liberty Steel.

more - VIPsight - 1st Edition 2021 <click here>

 

HEIDELBERGER DRUCKMASCHINEN AG: Firmly printed

HEIDELBERGER is back in the news. Not that they wanted to, but sometimes you just have to do what has to be done. The company owes this attention to a brief announcement from the end of January: “The sale of the Gallus Group by Heidelberger Druckmaschinen AG (Heidelberg) to the Swiss company benpac holding ag has not been completed. At today´s scheduled closing, benpac holding ag did not make the agreed purchase price payment of 120m EUR, although all conditions were met. Gallus will remain with Heidelberg. Heidelberg will assert its rights.”

more - VIPsight - 1st Edition 2021 <click here>

 

December 2019

Proxinvest publishes its twentieth third report: “Annual General Meetings and shareholder activism – 2019 season”

(Hans-Martin Buhlmann and Jose Ignacio Sanchez Galan after VIP remarks in 2019 Iberdrola AGM)

Restrained General meetings

While the “Place de Paris” (i.e stakeholders on the French listed market) wonders about the potential framework regarding shareholder activism, Proxinvest’s report on General Meetings displays that in fact General Meetings of French companies remain very controlled. In point of fact, 57.6% of voting rights exercised in the 315 General Meetings analyzed by Proxinvest were in the hands of reference shareholders (36% in the CAC 40), explaining why only 0.64% of resolutions were not adopted.

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