Tag Archives: shareholders

Shareholders may pursue 737 MAX claims against Boeing board, court rules

WASHINGTON, Sept 7 (Reuters) – A Delaware judge ruled on Tuesday that Boeing’s (BA.N) board of directors must face a lawsuit from shareholders over two fatal 737 MAX crashes that killed 346 people in less than six months.

Vice Chancellor Morgan Zurn ruled Boeing stockholders may pursue some claims against the board, but dismissed others.

Zurn’s ruling in the Court of Chancery said the first of the two fatal 737 MAX crashes was a “red flag” about a key safety system known as MCAS “that the board should have heeded but instead ignored.”

Boeing said late Tuesday it was “disappointed in the court’s decision to allow the plaintiffs’ case to proceed past this preliminary stage of litigation. We will review the opinion closely over the coming days as we consider next steps.”

The U.S. Federal Aviation Administration lifted a flight ban on the 737 MAX in November after a 20-month review following the fatal crashes in 2018 and 2019. In January, Boeing was charged by the Justice Department with 737 MAX fraud conspiracy and agreed to a deferred prosecution agreement and settlement worth more than $2.5 billion.

Zurn’s ruling found some evidence submitted by Boeing supported the shareholders’ allegations. “That the board knowingly fell short is also evident in the board’s public crowing about taking specific actions to monitor safety that it did not actually perform,” the ruling said.

In a lengthy summary of the shareholder’s case, Zurn said the board “publicly lied about if and how it monitored the 737 MAX’s safety.”

The opinion also cited comments by Dave Calhoun, then lead Boeing director, who became Boeing chief executive in January 2020 after the board ousted CEO Dennis Muilenburg.

It cited Calhoun’s comments that “the board had been ‘notified immediately, as a board broadly,’ after the Lion Air crash and met ‘very, very quickly’ thereafter.”

It added that after the second crash of an Ethiopian Airlines 737 MAX in March 2019, Calhoun represented that the board met within 24 hours of the crash to discuss potentially grounding the 737 MAX.

“Each of Calhoun’s representations was false,” Zurn’s ruling said.

The crashes have cost Boeing some $20 billion.

Brian Quinn, a professor at Boston College Law School, said the ruling clears the way for additional discovery and potentially a trial, although he considered that very unlikely.

“Right now everything is lining up where the board of directors are telling their attorneys I don’t want to go to trial. You need to pay them whatever it costs and I cannot as a director admit liability,” he said.

In that scenario, the directors’ insurance would likely pay any settlement, he said.

Reporting by David Shepardson in Washington, Tom Hals in Wilmington, Delaware and Jonathan Stempel in New York; editing by Richard Pullin

Our Standards: The Thomson Reuters Trust Principles.

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Citigroup, Wells Fargo, Bank of America urge shareholders to vote against racial-equity audits

Three of the nation’s biggest banks are asking shareholders to reject racial-equity resolutions after they expressed solidarity with the Black Lives Matter movement last year.

Citigroup Inc.
C,
+0.37%,
Wells Fargo & Co.
WFC,
+1.25%
and Bank of America Corp.
BAC,
+0.82%
were among the many large U.S. companies to make public statements of support in response to widespread protests last summer after the police killings of George Floyd and Breonna Taylor. In recent days, they have all officially opposed shareholder groups’ calls for them to conduct and publicize racial-equity audits and other changes, saying they are already doing enough to address equity issues.

The shareholder proposals urge the banks to examine their practices and policies and identify ways to “avoid adverse impacts on nonwhite stakeholders and communities of color,” something the banks says is unnecessary because they are juggling different, related initiatives and/or have committed money to such issues internally and externally. The proposals are included in proxy statements to shareholders, which allow for the companies to support or oppose shareholder resolutions and explain why ahead of a vote at their annual meetings.

For more: Companies declared ‘Black lives matter’ last year, and now they’re being asked to prove it

CtW Investment Group wrote in its proposal to Citi shareholders that the bank “has a conflicted history when it comes to addressing racial injustice within the communities it serves.” The group provides examples, including Citi getting fined by the Treasury Department in 2019 for failing to offer all customers mortgage discounts and credits; its required minimum maintenance fees and minimum daily balances; and the fact that it has only one Black executive in the C-suite (Chief Financial Officer Mark Mason).

“While we disagree with the overall approach in this proposal, we are completely aligned with its stated goal of addressing racial inequity in the financial sector,” Citi said in its proxy filed Wednesday.

The bank pointed to its $1 billion commitment to providing greater access to banking and mortgages for communities of color, plus making investments in Black businesses. It also said, “As recently as September 2020, Citi released a 104-page report on the economic cost of Black inequality in the United States titled ‘Closing the Racial Inequality Gaps,’” and said its efforts on these issues are available to the public.

Citi is also recommending shareholders vote no on a couple of other racial equity-related resolutions, such as adopting a “Rooney Rule” policy to increase diversity in its board of directors and disclosing its direct and indirect lobbying activities in a report.

See also: Women could pave the way for ESG investing in the U.S.

CtW also mentioned minimum requirements for deposits and fees in its Bank of America resolution, adding that the Treasury Department found in 2018 that the bank offered proportionately fewer home loans to minorities than white applicants in Philadelphia, and that BofA’s C-suite is just 8% Black.

Bank of America said in its proxy released last week that it has committed $1 billion to supporting minority-owned businesses, jobs initiatives in Black and Hispanic communities, affordable housing and donations to historically Black colleges and universities and more. It also touted its work with “consumer advocates in the design and marketing of our financial services and products” and its efforts to diversify its workplace and leadership.

In its proposal at Wells Fargo, the Service Employees International Union Pension Plans Master Trust mentions the bank’s record of discriminatory lending practices that have led to different lawsuits and a settlement with the Department of Justice in 2012, as well as settlements of employment-discrimination claims.

Wells Fargo, which released its proxy Tuesday, said it is conducting a “human rights impact assessment,” and that it will release a summary of those results and the actions it plans to take in response. The company also said it is making efforts toward diversity, equity and inclusion in its workplace and among its top ranks.

Dieter Waizenegger, executive director of CtW, worked with the SEIU on the shareholder proposals. While he said he “welcomed” the banks’ pledges on racial equality and justice issues, “as investors, we believe a critical part of this work is an independent assessment of the effectiveness of these promises.” 

Read: This California investor predicts a 10-year ‘good economy’ revolution that shoves the sharing economy aside

The shareholder groups also had pointed out that the banks’ political and charitable donations have contradicted their stated commitments to justice and equity.

Wells Fargo “has donated to Senator Tom Cotton, who called for military air strikes on Black Lives Matter protests, as well as other members of Congress with racist records,” the SEIU shareholder resolution says.

CtW said “Citi donated $242,000 during the 2020 election cycle to 74 members of Congress who are rated ‘F’ by the NAACP,” and that Bank of America has been involved in issuing “judgment obligation bonds, a portion of which was used to pay for police related settlements” in Los Angeles.

Both Wells Fargo and Bank of America have donated to police departments that “bypass normal procurement processes to buy equipment for police departments, including surveillance technology that has been used to target communities of color and nonviolent protestors,” the shareholder resolutions say.

Goldman Sachs Group Inc.
GS,
+0.95%,
Morgan Stanley
MS,
+1.60%
and JP Morgan Chase & Co.
JPM,
+1.03%
are facing similar shareholder proposals, and have yet to release their proxies. This article will be updated when they do.

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Apple shareholders approve Tim Cook equity grant; dividend to increase

Apple CEO, Tim Cook waves as he opens the door of the newly renovated Apple Store at Fifth Avenue on September 20, 2019 in New York City. (Photo by Kena Betancur / AFP) (Photo credit should read KENA BETANCUR/AFP via Getty Images)

KENA BETANCUR | AFP | Getty Images

Apple shareholders on Tuesday voted to approve compensation for Apple executives, including an equity package announced last year that could net CEO Tim Cook 1 million new shares, if the company hits certain goals.

The vote was non-binding and advisory. Apple shareholders also voted down a shareholder proposal opposed by Apple that would compel the company to reduce executive pay compared to median Apple employee pay.

The votes, which were expected, are another sign that Apple’s shareholders are satisfied with Apple’s management and CEO. Apple, valued at over $2.1 trillion, recently reported a quarter with $114.4 billion in revenue and sales growth in every product category, even during a pandemic year.

Apple’s board strongly supported Cook’s pay package in a filing, citing a 867% return to shareholders, including dividends, from when he took over as Apple CEO in 2011 through September 2020.

Cook also said that Apple planned to increase the company’s dividend. Dividends totaled over $14 billion in the last four quarters, Cook said. The company paid a dividend of $0.205 per share in the last two quarters.

Covid-19 and Apple’s success as a business during a pandemic year was major theme of Cook’s remarks to shareholders. Last year, Cook said the pandemic was the most challenging environment Apple’s ever faced.

“A year later, you have to pause, and say wow,” Cook said.

Cook said in a question and answer session that while Apple had adapted well to remote work — Apple employees have been working from home since March — that the company still “can’t wait until we can gather together in the office again,” suggesting that Apple will still be office-focused after the pandemic, in comparison to rival tech companies that have announced plans to shift to a remote-work model.

Cook said that one advantage of working from an office was serendipitous interactions between employees.

Cook also talked about Apple’s acquisitions strategy. Cook said that Apple has acquired 100 companies over the last 6 years. Ultimately, Apple acquires a company every 3 to 4 weeks, Cook said, mostly aimed at acquiring technology and talent.

In response to a shareholder question about whether Apple faces regulatory challenges around its control of the iPhone App Store, Cook said that Apple doesn’t have a monopoly. “While scrutiny is always fair, accusations like these fall apart on a reasonable examination of the facts,” Cook said.

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