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Corporate Governance – portrayed in the individual cultural and legal framework, from the standpoint of equity capital.

VIPsight is a dynamic photo archive, sorted by nations and dates, by and for those interested in CG from all over the world.

VIPsight offers, every month:
transparent and independent current information / comments / facts and figures on corporate governance locally and internationally,

  • written by local CG experts,
  • selected and structured by the Club of Florence,
  • financed by its initiator VIP and other sponsors with a background of “Equity and Advisory” interests.

VIPsight International

Article Index





Deutsche Börse AG: Sitting between the Chairs can be uncomfortable

Clearstream Banking S.A., Luxembourg, a subsidiary of Deutsche Börse AG, informed that a US court awarded judgment to creditors of Iran who had brought a lawsuit seeking turnover of approximately 1.7 billion USD that are attributed to the Iranian central bank (Bank Markazi) and held in custody at Clearstream in Luxembourg in a client account. Clearstream is considering appealing the decision.

Since 2018, Bank Markazi – also as part of an action filed in Luxembourg against Clearstream – is asking for the restitution of considerable amounts of assets including the abovementioned amount of approximately 1.7 billion USD. This action is currently still being briefed in the first instance proceedings. After legal consultation, Clearstream believes the claims made against it in Luxembourg to be without merit.

Based on the legal assessment of these cases, the court decision does not cause any material change to the overall risk that would require Clearstream or Deutsche Börse AG to make provisions in this context.

Fine. Do we have a problem there, or don´t we? How to define this (non-?)risk, and could the same happen with Russian assets as a result of the sanctions?


Adler Group S.A.: Hanging on to Live

That much is certain now, Adler Group will keep us busy for quite a while. While many observers wrote off Adler some time ago, the ailing real estate group continues to be combative. This is also due to the High Court of Justice of England and Wales, which approved the current restructuring plan under Part 26A of the Companies Act 2006 of AGPS BondCo PLC, a 100% subsidiary of Adler Group S.A.

Several bondholders objected to the plan proposed by ADLER. In particular, the holders of the bond maturing later saw themselves disadvantaged by the plan. Economically, these fears are obvious. But they are just a part of a decision that must take into account all positions affected.

With the sanctioning of the plan, material requirements for the implementation of the amendments of the terms and conditions of the notes of AGPS BondCo PLC are being met and new money shall be provided by a group of bondholders to the Adler group of companies, subject to the fulfillment of further closing conditions.


SYNLAB AG: Just a Pit Stop at the Stock Exchange?

SYNLAB went public just two years ago. This short time is not enough to leave a lasting impression. And yet the stock market listing could soon be a thing of the past.

In March, funds advised by Cinven Limited submitted a legally non-binding expression of interest to acquire up to 100% of the company´s shares at an indicative offer price of 10.00 EUR per SYNLAB share. Cinven already holds approximately 43% of the company´s share capital. SYNLAB is now examining the expression of interest and its options for action. This expression of interest was not coordinated with the company and it is currently not foreseeable whether there will be a public acquisition offer on the part of CINVEN to all shareholders of SYNLAB.

As a reminder: around 20 EUR were paid for the share on its first day of trading. For an essentially successful company, this is an unusual share price performance. So who is to blame?