Monthly Roundup
June 2026

US: Georgeson has published An Early Look at the 2026 Proxy Season

Georgeson Advisory’s early proxy season review analyses year-to-date proxy activity across Russell 3000 companies. It highlights a decline in shareholder proposals, continued strength in director and Say-on-Pay support, and a significant shift in the SEC’s approach to proposal exclusions. Findings from Georgeson’s report was reported by The Armchair Expert, Law.com, Board Agenda, and Law360.

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UK: Georgeson has published a memo on Contested FTSE 350 Remuneration Report Votes from April to June

This memo provides an overview of FTSE 350 remuneration report votes that received more than 20% opposition, from April to June of 2026.

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Spain: Georgeson has published its reports on ‘Trends in Board Assessment in the IBEX 35 in 2025’

The report addresses the main trends in board assessment practices in IBEX 35 companies. The document draws on publicly available annual corporate governance reports and Georgeson's experience in supporting board assessment processes in recent years. Read the report to learn how the main listed Spanish companies structure their board evaluation processes with the help of an independent external party, which bodies assume leadership of the process and what level of transparency they offer in their annual corporate governance reports.

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US: Georgeson’s Rajeev Kumar and Meighan McGowan made a post on the Harvard law School Forum on Corporate Governance titled “Director Elections: All Quiet on the Proxy Front, but Will It Last?”

“For many US public companies, the 2026 proxy season has been notably calm in two areas that boards and management teams watch closely: director elections and ‘say on pay’. Director nominees continue to receive strong shareholder support, and executive compensation programs have been passing at high rates. At first glance, the results suggest that investors remain broadly supportive of management on these core annual meeting items. That conclusion is accurate, but incomplete.”

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France: Georgeson’s Cas Sydorowitz will be speaking at a conference in partnership with White & Case in Paris on 1 July

This in-person, practical session, is designed to provide French listed companies’ senior leaders with a clear, actionable insights on how to anticipate, assess, and respond effectively to activist approaches and other shareholder battles such as public takeover bids, external growth transactions, and defensive strategies more broadly. Get in touch to learn more.

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Italy: Georgeson is co-hosting an event with Chiomenti titled ‘2026 Shareholders' Meeting Season and Outlook: Evolution of the System’ in Milan on 2 July

The covered topics will include: key outcomes from the 2026 AGM season, the evolution of investor expectations, and corporate governance trends and the implications of the TUF reform. Georgeson will contribute with insights on voting behaviour, shareholder engagement and market dynamics.

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Spain: Georgeson is co-hosting an event with ESADE to celebrate the launch of the co-authored report on Lead Independent Directors in Spain on 7 July in Madrid

To better understand how this role is interpreted and exercised in the Spanish market, the Esade Center for Corporate Governance and Georgeson present the study ‘El Consejero Independiente Coordinador en España’. The report combines regulatory analysis, international benchmarking, and first hand insights from directors who have served as Independent Coordinating Directors. Through this comprehensive approach, the study offers a final reflection on the actual contribution of the LID to board effectiveness, its degree of consolidation within the Spanish governance model, and the key challenges that will shape its future evolution.

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Spain: Georgeson is co-hosting an event to celebrate the publication of the 9th Edition of the Executive Remuneration Observatory for Listed Companies on 15 July in Madrid

Georgeson, Cuatrecasas and Willis Towers Watson, in collaboration with Emisores Españoles, are hosting the 9th edition of the Executive Remuneration Observatory. The event will provide a practical and multidisciplinary discussion on the most pressing issues shaping the executive remuneration landscape for listed companies, including evolving market expectations, regulatory developments and investor priorities.

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Asia: Georgeson’s Cas Sydorowitz spoke on a webinar co-hosted with Diligent titled ‘Shareholder Activism in Asia 2026’

Shareholder activism in Asia is surging, with activity up more than 20% in 2025 and over 150 companies targeted year-to-date. The webinar explored what this shift means for boards, stewardship teams and advisors across the region.

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Netherlands: Georgeson’s Ivana Cvjetkovic hosted a fireside chat with Pauline van der Meer Mohr at the ICGN Conference in Amsterdam

Ivana Cvjetkovic, Head of Market Benelux at Georgeson, interviewed Pauline van der Meer Mohr, Supervisory Board Chair of ASM International, in a featured Fireside Chat. The discussion explored what effective corporate governance looks like in an evolving landscape, drawing on extensive board leadership experience across major listed companies.

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Australia: Georgeson’s Scott Hudson moderated a panel at the AIRA (Australian Investor Relations Association) Annual Conference on 3-4 June in Sydney

Scott Hudson, Georgeson’s Managing Director for Australia & New Zealand moderated a panel titled ‘Think Like a Director: How IR Can Strategically Support the Board’. The discussion focused on how directors are navigating a more complex governance environment, with geopolitical uncertainty, productivity challenges and regulatory complexity, AI, energy security, capital allocation and changing investor expectations.

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Australia: Georgeson’s Scott Hudson chaired a session titled ‘Shaping effective board and investor engagement’ at the Governance Institute Australia, Governance and Risk Management Forum on 10 June in Melbourne

Topics covered included: defining a comprehensive stakeholder engagement plan; the scope and nature of board engagement; identifying stakeholder groups and how to shape the level of engagement against strategic priorities; risks and opportunities presented by strategic engagement; the AGM season and the listening, reflection and response required.

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US: Georgeson’s Kilian Moote and William Fiske spoke on Latham & Watkins’ webcast titled ‘2026 Proxy Season: Lessons Learned and Coming Attractions’ on 23 June

The programme covers:

• Key trends in executive compensation, including evolving pay practices, investor expectations, and areas of increasing scrutiny
• Recent SEC and public company developments, including proposed SEC disclosure reforms
• Insights from the 2026 proxy season and practical lessons to inform off-season shareholder engagement

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Germany: Georgeson’s Matthias Nau spoke on a ‘Ask Me Anything’ webinar hosted by fea Aufsichtsratsverband

The webinar was titled ‘Capital Markets in Transition – New Expectations of the Supervisory Board’ and took a deep look at the current developments on the global capital markets. The focus was on the all-important question: How are investors' expectations of supervisory boards changing – and how do committees optimally prepare for this?

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Shareholder activism

Most activist investors are not really activist investors

The Financial Times argues that most activist investors are relatively inactive and that meaningful impact is concentrated among a small group of repeat, experienced players. Analysis suggests that while activist involvement can trigger short‑term share price gains, longer‑term outperformance is limited, with only a minority of campaigns achieving their objectives. The article also highlights that successful activism is more often linked to changes in capital allocation rather than operational or governance reforms, and that less experienced activists tend to deliver weaker outcomes.

Activist Ancora builds stake in Ashland, pushes for sale​​

Reuters reports that activist investor Ancora Alternatives has taken a stake in Ashland and is urging the company to pursue a sale, arguing this could unlock significant value for shareholders. The fund has indicated it may launch a proxy fight if the board does not make progress towards a transaction, citing ongoing share price underperformance and valuation concerns. The article highlights how increasing activism is focusing pressure on boards to consider strategic alternatives, including potential sales, to address performance issues.

Northern Star activist investor steps up pressure for major changes

The Australian Financial Review reports that activist investor Elliott is escalating pressure on Northern Star Resources, urging a strategic review and highlighting the possibility of a sale as the gold miner faces operational challenges and share price underperformance. Elliott argues the board has underestimated the scale of change required, calling for improved oversight and credibility as the company navigates repeated production issues and missed opportunities during a strong gold price environment. The article highlights growing investor scrutiny of the board’s strategy and leadership, with continued pressure likely if performance does not improve.

Japanese firms field record proposals from activists at this year's shareholder meetings

Reuters reports that activist investors are submitting a record number of shareholder proposals at Japanese companies’ AGMs, reflecting growing pressure on management over performance and governance. The increase includes more attempts to challenge or remove executives and nominate directors, highlighting a shift towards more assertive activism in the market. The article notes that while most proposals still fail, rising support levels and recent high-profile successes are strengthening activists’ influence on corporate decision-making.

Environmental & Social

Big oil's shareholder fatigue

Reuters reports that shareholder support for climate-focused proposals at major US energy companies has weakened significantly, with recent annual meetings at Chevron and Exxon showing strong backing for management and limited support for activist initiatives. Votes on environmental and governance-related proposals attracted low levels of support, while management resolutions, including Exxon’s move to redomicile to Texas, were approved with clear majorities. The article highlights how investor engagement on climate issues at large oil groups appears to be fading, as boards adopt a more assertive stance in resisting shareholder activism.

Climate reporting is still a thing for US companies

The Financial Times reports that despite the SEC’s decision to abandon federal climate disclosure rules, US companies remain subject to a fragmented landscape of state-level and international reporting requirements. US issuers may still face disclosure obligations under EU rules, California legislation and emerging frameworks in other jurisdictions, creating ongoing compliance complexity. The article highlights that investor demand and commercial considerations continue to drive climate reporting, with many companies maintaining or expanding disclosures irrespective of federal policy changes.

Shareholder challenge to Thomson Reuters over ICE contracts wins only slim support

Reuters reports that a shareholder proposal at Thomson Reuters calling for a review of the human rights implications of its work with US immigration authorities received minimal support, with only about 3 per cent of votes in favour. The company’s board had opposed the measure, and most investors backed management’s position, indicating limited appetite for further scrutiny beyond existing disclosures. The article highlights that despite some investor concerns, major shareholders did not see sufficient governance or risk management gaps to support the proposal.

Global

A defense of dual-class shares, from root beer to SpaceX

Reuters reports that SpaceX’s planned IPO is reigniting debate over dual-class share structures, as Elon Musk retains outsized control through a governance model that limits external investor influence. While the company’s valuation and ambitions attract strong interest, critics point to significant losses and question whether concentrated control may weaken accountability and shareholder rights. The article underscores a broader divide in investor opinion, with some arguing such structures support long-term vision, while others warn they can entrench leadership and reduce oversight.

How to chair a board in the post-governance age

The Financial Times argues that the apparent success of founder‑led or unconventional governance models in the US, exemplified by figures such as Netflix’s Reed Hastings, challenges traditional UK governance norms focused on board independence and oversight. The article contrasts the UK’s more prescriptive approach with the US model, where combined chair and CEO roles and concentrated control are more common and often associated with stronger market performance. It highlights an ongoing debate over whether stricter governance frameworks protect long‑term stability or risk limiting dynamism and competitiveness.

European developments

UK

BP investors push for change at ‘mismanaged kingdom’

The Financial Times reports that BP’s investors are seeking clarity following the abrupt removal of chair Albert Manifold, raising concerns about potential disruption to the company’s cost-cutting and restructuring strategy. While management has indicated that the strategic direction will remain unchanged, shareholders are questioning the circumstances of his departure and whether internal resistance may have undermined reform efforts. The article highlights ongoing scrutiny of BP’s governance and corporate culture, even as strong cash flows from higher oil prices continue to support investor interest.

Why is London lagging as global listings go into overdrive?

The Times reports that the success of SpaceX’s listing has highlighted the continued weakness of the UK IPO market, with British investors increasingly turning to US listings amid a lack of domestic opportunities. Despite regulatory reforms and investor interest, London has struggled to attract major IPOs, with geopolitical uncertainty, valuation concerns and limited domestic capital all contributing to delays. The article suggests that while activity remains subdued and companies continue to be taken private, there is hope that high-profile US listings could help revive momentum in the UK market.

Shareholders push Ocado board to oust chief Tim Steiner

The Financial Times reports that Ocado is intensifying its search for a new chief executive amid shareholder pressure, following a prolonged decline in its share price and operational challenges. Investors, who have seen significant losses since the pandemic-driven peak, are pushing for leadership change, although founder Tim Steiner may remain in a different role. The article highlights ongoing concerns around the company’s performance, including weaker demand from major partners and strategic uncertainty, as the board seeks to restore investor confidence.

Germany

VW supervisory board member exit a ‘very negative signal’ on corporate governance

The Financial Times reports that the resignation of an independent supervisory board member at Volkswagen has intensified investor concerns over the company’s governance and board independence. The departing director cited limited influence and lack of transparency in decision-making, while investors warned that independence on the board is already weak due to the influence of controlling shareholders and stakeholder representatives. The article highlights renewed scrutiny of potential conflicts of interest and governance practices, particularly in relation to strategic transactions and the role of dominant shareholders.

The EU Pay Transparency Directive – Next steps despite missing implementation

JDSUPRA notes that despite delays in Germany’s implementation of the EU Pay Transparency Directive, employers should begin preparing for stricter requirements on pay reporting and equal pay compliance. Courts are expected to interpret existing laws in line with the Directive, increasing expectations around transparency, data disclosure and justification of pay differences. The update highlights that companies will need to strengthen internal processes, documentation and governance frameworks to meet evolving standards and mitigate legal risk.

France

Activists protest French state's surprise major stake in TotalEnergies outside AGM

Reuters reports that climate activists have protested the French state’s investment in TotalEnergies, arguing that public funds are being used to support fossil fuel projects despite environmental concerns. The government’s 1.33% stake, held through a public investment body, has drawn criticism ahead of the company’s AGM, with campaigners calling for divestment and stronger climate action. The article highlights ongoing tension between state investment strategies, corporate engagement on energy transition and pressure from activists to align public funds with climate goals.

Netherlands

Aegon to move legal seat to Delaware and overhaul board

Reuters reports that Aegon plans to move its legal seat to Delaware and introduce a revised governance framework as part of its shift towards the US and rebranding as Transamerica. The proposed changes include phasing out its staggered board, adopting majority voting for director elections and simplifying its share structure by eliminating special voting rights. The article highlights that the reforms aim to modernise governance and align the company more closely with US market practices while retaining the stake of its largest shareholder.

Italy

Consob greenlights Borsa Italiana measures to enhance corporate governance

Milano Finanza reports that Italy’s financial regulator Consob has closed its investigation into Borsa Italiana after accepting a set of binding commitments aimed at strengthening the company’s corporate governance. The probe, launched following an inspection carried out between November 2024 and May 2025, had identified several shortcomings in governance practices, including weaknesses in board oversight, information flows, and the monitoring of outsourced activities.

MPS–Mediobanca merger: Two board meetings to meet deadlines

Repubblica reports that Monte dei Paschi di Siena is working under tight deadlines to complete key governance adjustments and progress its planned integration with Mediobanca. A board meeting is expected to approve the appointment of two new directors, subject to prior regulatory review by the ECB, following recent vacancies on the board. At the same time, MPS is preparing a broader transaction involving the carve-out and merger of Mediobanca assets, aimed at creating synergies of around €700 million. The plan includes transferring selected businesses between the two groups and will require regulatory approvals, shareholder meetings, and a capital increase. The process could conclude by September, with a potential delisting of Mediobanca by year-end.

AI has already entered companies – Now it’s up to boards: An obligation for strategy, risk, and culture

Repubblica reports that artificial intelligence is already embedded across companies, from operations to customer interactions and risk management, but most boards have yet to develop mature approaches to governing it. Bridging this gap has become a key priority. AI is not just a technological issue but a strategic one: it is reshaping business models, altering competitive dynamics, and creating new risks. Boards are therefore expected to integrate AI into their core agenda, assessing its impact on strategy, market positioning, and risk profile, rather than delegating it solely to management.

Spain

AI Adoption in Spanish financial entities: Insights from the CNMV’s 2026 Semi‑Annual Bulletin

The CNMV has published its first Semi-Annual Bulletin of 2026, which includes an analytical article summarising the results of ESMA's 2025 survey on AI adoption among supervised financial entities, covering 67 Spanish participants. From a corporate governance standpoint, the most relevant findings relate to how entities are structuring oversight of AI. The most widely used governance framework is the adoption of AI principles and guidelines (43.3%), followed by data governance structures (38.9%), board and senior management involvement in AI implementation (35.8%), and formal assignment of AI responsibilities (32.8%). On the safety side, human supervision is the primary measure reported (43.3%), followed by input/output restrictions (30%).
The survey also identifies persistent risk exposure: data quality and protection, cybersecurity, and third-party dependency are the top concerns, with close to one-third of entities relying exclusively on external providers for computational infrastructure. The entry into force of the EU AI Act is already being felt: 45.5% of entities report a significant regulatory impact, even though most current use cases fall under minimal or limited-risk classifications.

ESG metrics in executive pay: Ibex 35 vs EuroStoxx 50

Merca2 reports that according to a recent report by Forética's Transparency and Good Governance Cluster, 83% of Ibex-35 companies now link part of their variable remuneration to ESG objectives. In terms of weighting, ESG criteria account for 15% of short-term incentives and 18% of long-term plans in the Ibex-35, compared to 20% and 22% respectively in the EuroStoxx 50.
The environmental pillar carries more weight in Europe (48% of the ESG component) than in Spain (33%), largely reflecting the higher proportion of carbon-intensive industries in the EuroStoxx 50. The social dimension is broadly comparable across both indices (39% vs 40%). Governance metrics, however, weigh more in Spain (27%) than in Europe (13%), suggesting greater board attention to transparency and compliance in Spanish listed companies. Within the Ibex 35, the most common ESG weighting in annual variable pay falls in the 5–15% range (twelve companies), with ten companies between 15–25% and three exceeding 25%. Only four companies report no ESG link to short-term variable pay.

The Government breaks records with the anti‑takeover law and screens 1,600 transactions

Expansión reports that Spain’s foreign‑investment screening regime, in place for six years and set to expire soon, shows a dual balance: the mechanism generates noise but remains largely permeable. Since 2020, the Government has reviewed over 1,600 transactions, with a record 196 screenings in 2025, reflecting both rising foreign interest and heightened protection of strategic sectors. While technology has overtaken energy as the most scrutinised area, only two deals have been blocked and conditions were imposed in just 45 cases. High‑profile reviews – from STC’s entry into Telefónica to Three Gorges’ acquisitions – illustrate the system’s reach, managed by Jinvex under the so‑called anti‑takeover shield.

Portugal

EDP says independent board shields it from scrutiny over Chinese stake

Reuters reports that Portugal’s utility EDP says its independent board structure helps insulate the company from heightened scrutiny of Chinese investment, despite its largest shareholder being China Three Gorges. The chief executive said the group has balanced shareholder representation with operational autonomy, enabling it to continue operating across major international markets without interference. The article highlights how governance structures are increasingly important in addressing geopolitical concerns around foreign ownership in strategic sectors.

Switzerland

Ethos publishes its annual report on the 2026 proxy season

Ethos reports that the 2026 Swiss AGM season shows mixed progress across governance, with improvements in areas such as board gender diversity and sustainability reporting but overall developments remaining insufficient without stronger regulation. Executive pay has continued to rise sharply despite growing shareholder opposition, while approval rates for remuneration reports remain the lowest among AGM items. The analysis highlights that meaningful and sustained improvements in governance practices are typically driven by a combination of regulatory requirements and active shareholder engagement.

Ireland

Michael O’Leary in line for €150mn payout in latest Ryanair contract

The Financial Times reports that Ryanair has agreed a new contract for chief executive Michael O’Leary that could deliver a share-based windfall of at least €150mn if ambitious profit or share price targets are met. The package ties the majority of his remuneration to long-term performance incentives, with minimal fixed pay, reinforcing the company’s longstanding approach of linking executive rewards closely to shareholder outcomes. The article highlights how such large incentive structures continue to attract scrutiny, even when framed as aligned with investor returns.

North American developments

United States

Investor support for executive pay rises even as awards rocket

The Financial Times reports that investor support for executive remuneration at S&P 500 companies has reached a five‑year high, even as total pay levels continue to increase. Median approval rose to 93.5 per cent, reflecting growing investor comfort with larger awards where there is a clear link to performance, despite rising scrutiny of one‑off “mega” grants. The article highlights a divergence between US and European investors, with the latter remaining more sceptical of high executive pay and more likely to oppose remuneration proposals.

Fears for US shareholder proposals as boards are given more control

Reuters reports that ESG investors are concerned that changes to the US shareholder proposal process under the Trump administration could reduce investors’ ability to use resolutions to flag environmental, social and governance risks to boards. The article highlights fears that higher eligibility thresholds and greater company discretion to exclude proposals could silence smaller shareholders and NGOs, pushing investors towards director votes, litigation or private engagement instead. It also notes that while companies argue the process has become burdensome and politicised, supporters say shareholder proposals provide early warnings on material risks and can support long-term value creation.

Top-paid CEOs smash the US$200 million payday

The Wall Street Journal reports that very large US CEO pay packages have rebounded, with a growing number of executives receiving compensation exceeding US$100mn and several surpassing US$200mn. The rise is being driven largely by “moonshot” equity awards tied to long-term performance targets, contributing to a new high in median S&P 500 CEO pay. The article highlights that despite the scale of these awards, the link between pay and shareholder returns remains inconsistent, raising ongoing questions around pay alignment and governance.

How SpaceX is structured to favour Elon Musk

The New York Times reports that SpaceX’s IPO filing reveals an unusually concentrated governance structure, including arrangements that allow Elon Musk to vote shares he has not yet earned. The company’s framework, which includes supervoting shares, a non-independent board and limitations on shareholder legal rights, gives Musk control over about 85 per cent of voting power and significant influence over board composition and executive pay. The article highlights concerns from governance experts that these structures could entrench control and limit accountability for public investors.

Investors in public companies are losing their voting rights

The New York Times reports that SpaceX’s IPO highlights the growing departure from the ‘one share, one vote’ principle, as dual-class share structures give founders outsized control despite public ownership. The company’s structure allows Elon Musk to maintain control of more than 80 per cent of voting power despite holding a smaller economic stake, reflecting a broader trend among large technology companies. The article highlights increasing investor concerns that such governance models limit shareholder influence, even as they remain widely accepted in high-growth listings.

APAC developments

Japan

Nissan shareholders vote out director who backed merger with Honda

The Financial Times reports that Nissan shareholders have voted against the reappointment of an influential outside director, reflecting concerns over board independence and governance. The director, who had been a key supporter of merger discussions with Honda, failed to secure majority backing amid scrutiny of his links to a major creditor and questions raised by proxy advisors. The article highlights ongoing turbulence in Nissan’s governance and strategic direction as the company navigates leadership changes and restructuring efforts.

Kadokawa CEO's support falls to 60% at AGM after activist campaign

Reuters reports that Kadokawa’s chief executive saw a sharp drop in shareholder support at the company’s AGM following an activist campaign, with backing falling to just under 60 per cent from around 90 per cent a year earlier. Despite retaining his board seat, the decline in support reflects growing investor dissatisfaction with performance and the increasing willingness of activists and proxy advisors to challenge management in Japan. The article highlights a broader trend of rising shareholder pressure, with companies facing heightened scrutiny over strategy, profitability and governance.

Japan governance reforms set to prise open US$1.8 trillion cash hoard

Reuters reports that proposed revisions to Japan’s corporate governance code are expected to increase pressure on companies to deploy excess cash more efficiently, including through shareholder returns, investment or M&A. The changes build on earlier reforms and reflect growing investor and activist focus on capital allocation, particularly as companies hold large cash reserves that are increasingly eroded by inflation. The article highlights that while progress is being made, the effectiveness of these reforms will depend on sustained board-level engagement and broader structural incentives to drive change.

Japan’s shareholder meetings run on bunk clockwork

Reuters reports that the clustering of annual general meetings among Japanese companies remains a persistent issue, limiting investors’ ability to engage effectively and make informed voting decisions. The concentration of AGMs in a short June window, a legacy of historical practices, continues to create challenges for both domestic and international shareholders due to timing and limited disclosure availability. The article highlights growing calls for governance reform, including changes to record dates and scheduling, to improve transparency, participation and market efficiency.

South Korea

Activist fund targets Samsung unit S1 in test of Korean governance reforms

Reuters reports that activist investor Flashlight Capital Partners has launched a campaign at South Korea’s S1 Corp, calling for board changes, improved governance disclosures and stronger capital allocation. The move represents an early test of recent corporate law reforms aimed at increasing board accountability and addressing the ‘Korea discount’ linked to opaque conglomerate structures. The article highlights growing activist pressure on chaebol-affiliated companies, with investors increasingly challenging governance practices and seeking greater alignment with minority shareholder interests.

Hong Kong

HKEX censures delisted Zhejiang Yongan Rongtong and six directors for Listing Rules breaches

The Stock Exchange of Hong Kong issued disciplinary action on 9 June 2026 against Zhejiang Yongan Rongtong Holdings Co., Ltd. (formerly listed on GEM under stock code 8211) and six of its directors following the company's delisting. The action – which mirrors a broader pattern of post-delisting enforcement HKEX has been stepping up – underscores the Exchange's position that directors remain accountable for Listing Rules breaches even after a company exits the market. The case adds to a growing list of disciplinary actions taken in 2026 against directors of delisted GEM-listed companies, reflecting HKEX's continued push to hold individuals personally responsible for governance failures that contributed to a company's loss of listed status. This comes as HKEX reinforces its message that censures and ‘prejudice to investors' interests’ findings carry lasting reputational consequences, including serving as a bar to future roles in listed company management.

Digital China faces shareholder showdown over bylaw amendment to curb major transaction powers

Hong Kong-listed software provider Digital China Holdings will hold a special general meeting on 26 June 2026, immediately following its annual general meeting, to consider a bylaw amendment requisitioned by Guangzhou City Investment Jiazi Investment Partnership, a 17.6% stakeholder whose shares are held through HKSCC Nominees. The requisition seeks to insert a provision into the company's bylaws requiring shareholder approval for major transactions including very substantial disposals, very substantial acquisitions, extreme transactions, and reverse takeovers. Digital China's board has opposed the proposal, arguing it is not in shareholders' interests and would effectively grant any shareholder holding more than 25% of voting rights a unilateral veto over major corporate transactions. However, the activist's two board representatives, Shan Cong and Jun Qiang Liu, broke ranks with the rest of the board and backed the amendment, arguing it would enhance corporate governance standards. The boardroom split underscores the tension between the incumbent board and a sizeable minority shareholder pushing for greater checks on management's transaction-making powers. Digital China Holdings stock closed at HK$2.39 on the day, down over 4%.

India

Mukesh Ambani’s Jio set to file for IPO as hopes grow for end to India’s listings drought

The Financial Times reports that Reliance Jio is preparing to move ahead with a long-awaited IPO that could become India’s largest listing, despite recent delays caused by market volatility. The planned flotation comes amid a slowdown in India’s IPO activity, driven by geopolitical uncertainty, weaker market conditions and valuation gaps between investors and issuers. The article highlights that while pipeline activity remains strong, investor caution and shifting market dynamics are likely to temper near-term listing volumes.

Australia

Australia's ASX proposes 25% cap on share issuance in M&A without shareholder vote

Reuters reports that the ASX is proposing new rules to limit equity issuance for acquisitions to 25 per cent of a company’s share capital without shareholder approval, in response to investor concerns over dilution. The move follows controversy over a major takeover transaction and reflects growing demand from shareholders for greater voting rights on significant capital raisings. The article highlights a broader focus on investor protection and governance standards in M&A activity, although some market participants argue the rules should be extended to smaller companies as well.

Woodside pressed by HESTA on local board seats, climate

The Australian Financial Review reports that HESTA is urging Woodside to strengthen board composition and climate strategy, emphasising the need for greater Australian representation and clearer alignment with investor expectations. The fund has raised concerns about declining local board presence ahead of a chair succession, as well as the risks associated with the company’s continued focus on expanding oil and gas operations. The article highlights increasing investor scrutiny of board composition, governance and energy transition strategy as key factors in long-term value creation.

The reason boards are worried about class actions this reporting season

The Australian Financial Review reports that recent court rulings and settlements have revived momentum in shareholder class actions in Australia, particularly around disclosure and guidance-related claims. A landmark judgment against Brambles, alongside other successful cases, has reinforced class actions as a viable mechanism for holding companies accountable, even after reforms that had previously reduced filings. The article highlights growing concern among directors over legal risks tied to forward-looking disclosures, suggesting a potential increase in shareholder litigation despite ongoing debate about the scale of any resurgence.

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