Glass Lewis wrote : "We question the need for the Company to engage in legal services with its directors. We view such relationships as creating conflicts for directors,"

reuters-af Wednesday, June 9, 2021 7:26:00 PM EAT

Glass Lewis wrote : “We question the need for the Company to engage in legal services with its directors. We view such relationships as creating conflicts for directors,”

TheFrontierPost-en Tuesday, June 8, 2021 2:33:00 PM EAT

Glass Lewis wrote : "We question the need for the Company to engage in legal services with its directors. We view such relationships as creating conflicts for directors,"

channelnewsasia Tuesday, June 8, 2021 6:54:00 AM EAT

Glass Lewis said : "Nonetheless, it is unclear what the ultimate impact of these initiatives will be in mitigating the risk of similar issues in the future,"

4-traders Friday, May 28, 2021 1:52:00 PM EAT

Glass Lewis wrote : "We believe Engine No. 1 has presented a compelling case that, without a more concerted response and well-developed strategy ... related to the global energy transition, Exxon's returns, cash flow and dividend, and thus its shareholder value, are increasingly at threat,"

fox10tv Wednesday, May 26, 2021 11:23:00 PM EAT

Glass Lewis wrote : "We're left with the feeling Exxon isn't doing enough in terms of preparing or investing for the future,"

fox10tv Wednesday, May 26, 2021 11:23:00 PM EAT

Glass Lewis said : "We tend to agree with Coast when it says any sale or carve out of these U.S. businesses would be better done after a return to normalcy in the U.S.,"

4-traders Monday, May 24, 2021 7:55:00 PM EAT

Glass Lewis said ( about Exxon Mobil Corp ) : “While Exxon claims to have evolved its strategy and maintained its historical leadership position among oil majors, our review finds the company’s competitive position and financial returns have eroded, and its stated strategy to address the underlying reasons for this diminished performance is generally insufficient,”

houstonchronicle Tuesday, May 18, 2021 7:38:00 PM EAT

Glass Lewis said ( about Exxon Mobil Corp ) : “While the Exxon board has recently refreshed itself with needed oil and gas, capital allocation, investor perspective and climate-related business transformation experience, we believe the board remains lacking in critical areas, such as energy and cyclical business experience, scientific and technological research expertise and regulatory experience,”

houstonchronicle Tuesday, May 18, 2021 7:38:00 PM EAT

Glass Lewis said : "Electing even a portion of Engine 1's slate would send a clear message of shareholder dissatisfaction with Exxon's recent direction and strategy,"

ara-reuters Tuesday, May 18, 2021 6:53:00 PM EAT

Glass Lewis noted : “We note this high-water mark also materially exceeds Shaw’s stand-alone average trailing EBITDA multiple during each of the one-year periods ended March 12, 2019, 2020 and 2021 (i.e. 9.6x, 8.9x and 8.0x, respectively), suggesting investors have little historical cause to anticipate the Company would independently achieve a similar valuation on a durable basis in the near- to medium-term. That conclusion is bolstered by reference to the following: (i) the unaffected closing price of Shaw’s more widely floated Class B shares never topped C$31.67 per share across the Company’s nearly 40-year trading period prior to the announcement; and (ii) based on industry analyst reports available at the time of announcement, Shaw’s Class B shares had a consensus median price target of just C$27.00, moderately above the Company’s pre-announcement price (i.e. $23.90 per share) and well below the C$40.50 per share offer. In short, whether viewed in context with other industry deals or Shaw’s anticipated stand-alone trajectory, the all-cash arrangement available to unaffiliated investors appears to reflect a rather compelling exit value”

4-traders Wednesday, May 12, 2021 8:53:00 PM EAT

Glass Lewis said : “The policy would disenfranchise investors, giving them less time to consider their votes on important governance matters and threatening the integrity of the research they pay for,”

theherald-au Saturday, May 8, 2021 10:54:00 AM EAT

Glass Lewis said : “The policy would disenfranchise investors, giving them less time to consider their votes on important governance matters and threatening the integrity of the research they pay for,”

smh Friday, May 7, 2021 6:15:00 PM EAT

Glass Lewis said : “The policy would disenfranchise investors, giving them less time to consider their votes on important governance matters and threatening the integrity of the research they pay for,”

brisbanetimes Friday, May 7, 2021 5:39:00 PM EAT

Glass Lewis wrote : “Shareholders would be warranted to also attribute accountability to the board’s risk committee,”

news-yahoo Sunday, May 2, 2021 1:33:00 AM EAT

Glass Lewis wrote : “Shareholders would be warranted to also attribute accountability to the board’s risk committee,”

news-yahoo Friday, April 30, 2021 5:22:00 PM EAT

Glass Lewis wrote : “Shareholders would be warranted to also attribute accountability to the board’s risk committee,”

news-yahoo Friday, April 30, 2021 2:12:00 PM EAT

Glass Lewis wrote : “Shareholders would be warranted to also attribute accountability to the board’s risk committee,”

business-standard Friday, April 30, 2021 1:43:00 PM EAT

Glass Lewis wrote : “Shareholders would be warranted to also attribute accountability to the board’s risk committee,”

news-yahoo Friday, April 30, 2021 11:20:00 AM EAT

Glass Lewis said : "We believe that the company lays out a robust plan to achieve its net zero ambition and that its disclosure concerning this plan is comprehensible and thorough,"

reuters-af Friday, April 30, 2021 6:40:00 AM EAT

Glass Lewis wrote : “Shareholders would be warranted to also attribute accountability to the board’s risk committee,”

news-yahoo Tuesday, April 27, 2021 10:34:00 AM EAT

Glass Lewis wrote : “Shareholders would be warranted to also attribute accountability to the board’s risk committee,”

news-yahoo Monday, April 26, 2021 5:12:00 PM EAT

Glass Lewis wrote : “We believe they are in part responsible for the board’s failings in regard to its risk assessment and management,”

news-yahoo Monday, April 19, 2021 4:32:00 PM EAT

Glass Lewis wrote : “We believe they are in part responsible for the board’s failings in regard to its risk assessment and management,”

guardian Monday, April 19, 2021 6:04:00 AM EAT

Glass Lewis wrote : “We believe they are in part responsible for the board’s failings in regard to its risk assessment and management,”

news-yahoo Sunday, April 18, 2021 5:12:00 PM EAT

Glass Lewis wrote : “We believe they are in part responsible for the board’s failings in regard to its risk assessment and management,”

news-yahoo Sunday, April 18, 2021 2:32:00 PM EAT

Glass Lewis wrote : “We believe they are in part responsible for the board’s failings in regard to its risk assessment and management,”

news-yahoo Sunday, April 18, 2021 10:48:00 AM EAT

Glass Lewis wrote : “We believe they are in part responsible for the board’s failings in regard to its risk assessment and management,”

guardian Sunday, April 18, 2021 9:46:00 AM EAT

Glass Lewis wrote : “We believe they are in part responsible for the board’s failings in regard to its risk assessment and management,”

news-yahoo Sunday, April 18, 2021 9:45:00 AM EAT

Glass Lewis said : “We consider a base salary of US$1.8 million in conjunction with a short-term incentive opportunity of 250% of salary and an RSP opportunity of 225% of salary, to be excessive,”

northernminer Thursday, April 15, 2021 8:51:00 PM EAT

Glass Lewis said : “We consider a base salary of $1.8 million in conjunction with a short-term incentive opportunity of 250% of salary and an RSP opportunity of 225% of salary, to be excessive,”

mining Thursday, April 15, 2021 8:19:00 PM EAT

Glass Lewis said : “We consider a base salary of $1.8 million in conjunction with a short-term incentive opportunity of 250% of salary and an RSP opportunity of 225% of salary, to be excessive,”

mining Thursday, April 15, 2021 6:43:00 PM EAT

Glass Lewis said : “sustained disconnect between executive pay and performance,”

theglobeandmail Wednesday, April 14, 2021 10:39:00 PM EAT

Glass Lewis said : “sustained disconnect between executive pay and performance,”

theglobeandmail Wednesday, April 14, 2021 9:58:00 PM EAT

Glass Lewis said : “In our view, there is no reason as to why the company could not reduce the bonus to nil, a common practice amongst the company’s FTSE-listed peers,”

guardian Wednesday, April 14, 2021 4:11:00 PM EAT

Glass Lewis said : “To regain shareholder trust in light of the substantial financial and reputational damage that the company is facing as a result of the aforementioned matters, shareholders would be better served by a change in leadership of the risk committee,”

reuters-af Tuesday, April 13, 2021 3:30:00 PM EAT

Glass Lewis added : “While we note that the supply chain finance funds and US-based hedge fund matters...have only emerged in recent weeks and that investigations are likely still in preliminary stages, we believe that these issues cast significant doubt on the efficacy of the board’s oversight of the Company’s risk and control framework,”

reuters-af Tuesday, April 13, 2021 3:30:00 PM EAT

Glass Lewis said : “In our view, in order to regain shareholder trust in light of the substantial financial and reputational damage that the company is facing as a result of the aforementioned matters, shareholders would be better served by a change in leadership of the risk committee,”

reuters-af Tuesday, April 13, 2021 2:59:00 PM EAT

Glass Lewis stated : "We also believe that a portion of the current directors' institutional knowledge and relationships, particularly with the Company's financial institutions and local partners, remains vital to the future operation and success of the Company,"

prnewswire Monday, April 12, 2021 5:46:00 PM EAT

Glass Lewis wrote : "We believe they are in part responsible for the board's failings in regard to its risk assessment and management,"

4-traders Monday, April 12, 2021 2:20:00 PM EAT

Glass Lewis said : “Particularly in the #MeToo era, issues of misconduct, especially those that are not handled expediently and with respect to employees, can result in this potential reputational harm,” “This requested disclosure will bring an additional benefit of providing reassurance to current and potential employees who may have concerns regarding how the company’s policies may affect any claims of harassment that they may have”

bloomberg Wednesday, April 7, 2021 10:35:00 PM EAT

Glass Lewis said : "Given broad societal changes, it's particularly important for consumer-facing companies such as Bank of America, whose operations heavily rely on their customers' trust and loyalty, to address issues of racial equity,"

straitstimesSG Tuesday, April 6, 2021 7:30:00 AM EAT

Glass Lewis said : "The proposed exchange ratio implies a standard market premium to Tilray’s unaffected stock price as the acquisition target, but inversely also implies a premium to Aphria’s share price during the months preceding the merger announcement," "Therefore, we are of the view that the transaction represents a favourable risk/reward for Aphria shareholders"

timescolonist Monday, April 5, 2021 5:29:00 PM EAT

Glass Lewis noted : "Having conducted an independent review of the transaction structure and the terms underlying the proposed arrangement, including the financial and valuation implications of the combination, we believe the all-stock merger is structured in a fair and reasonable manner that enables Aphria to effectively acquire Tilray. The proposed exchange ratio implies a standard market premium to Tilray's unaffected stock price as the acquisition target, but inversely also implies a premium to Aphria's share price during the months preceding the merger announcement Therefore, we are of the view that the transaction represents a favorable risk/reward for Aphria shareholders, given the strategic rationale provided by the board and the value-creation opportunities associated with the transaction. Based on these factors, along with the unanimous support of the board, we believe the proposed transaction is in the best interests of shareholders"

prnewswire Monday, April 5, 2021 2:38:00 PM EAT

Glass Lewis said : "In our opinion, the adjustments related to well-documented legal actions essentially shield executives' compensation from the detrimental impact of their decisions for the company,"

wsau Thursday, April 1, 2021 9:46:00 PM EAT

Glass Lewis said : “In our opinion, the adjustments related to well-documented legal actions essentially shield executives’ compensation from the detrimental impact of their decisions for the company,”

reuters-af Thursday, April 1, 2021 8:54:00 PM EAT

Glass Lewis notes ( about Glass Lewis ) : "the stated dividend payout ratio of 26.7% is calculated solely based of profits disclosed in the company's separate financial statements, excluding the profits earned by Kumho P&B Chemicals and other subsidiaries that are part of the Kumho Petrochemical group. When calculating the payout ratio on a consolidated basis, the board's dividend proposal actually equates to a payout ratio of 19.9%. - By comparison, as noted by CW Park, the company's industry peers will pay dividends for 2020 at an average payout ratio of 72.7%. On a consolidated basis, CW Park's proposal represents a payout ratio of 52.6%. Separating the role of CEO and Chairman. - Glass Lewis is calling for separating the roles of CEO and the chair of the board, which it describes as "

4-traders Wednesday, March 17, 2021 6:24:00 PM EAT

Glass Lewis notes ( about Glass Lewis ) : "the stated dividend payout ratio of 26.7% is calculated solely based of profits disclosed in the company's separate financial statements, excluding the profits earned by Kumho P&B Chemicals and other subsidiaries that are part of the Kumho Petrochemical group. When calculating the payout ratio on a consolidated basis, the board's dividend proposal actually equates to a payout ratio of 19.9%. - By comparison, as noted by CW Park, the company's industry peers will pay dividends for 2020 at an average payout ratio of 72.7%. On a consolidated basis, CW Park's proposal represents a payout ratio of 52.6%. Separating the role of CEO and Chairman. - Glass Lewis is calling for separating the roles of CEO and the chair of the board, which it describes as "

prnewswire Wednesday, March 17, 2021 5:51:00 PM EAT

Glass Lewis noted : "Farallon's case here is well-rounded"

finanznachrichten-en Friday, March 5, 2021 7:10:00 AM EAT

Glass Lewis told : “On an annualised basis the maximum payout under the plan reflects about 3,400% of the chief executive’s base salary,”

guardian Thursday, January 21, 2021 11:01:00 PM EAT

Glass Lewis said : “We do not see compelling evidence that the proposed buyout is in the best interests of shareholders at this time,”

TorontoStar Thursday, December 17, 2020 8:31:00 PM EAT

Glass Lewis states : “Still, the company's TSR showed sharp declines over the last two years of Barnhill's tenure as CEO, and the legacy issues that have plagued the company, including its reliance on Tier 1 public carriers, antiquated IT and inventory management systems”

4-traders Wednesday, November 25, 2020 10:25:00 PM EAT

Glass Lewis said : "While we have some skepticism regarding (Obsidian)’s ability to complete the offer, we recognize that the current proposed terms are at least rather favourable to the company, and to the extent the company is able to complete the combination on such terms, we believe the company’s shareholders would stand to greatly benefit,"

timescolonist Tuesday, November 17, 2020 1:13:00 AM EAT

Glass Lewis notes : "We find the offering on the opposite side [the Dissident Group] of the threshold seems disconcertingly incomplete and questionably optimistic, particularly given extant circumstances … we consider the notion of effectively treading water and burning liquidity for as many as three years before securing the likely piecemeal disposal of a U.S. portfolio the Dissident Group openly laments as secularly unattractive hardly seems to offer investors much certainty, particularly as case rates spike and government responses trend back toward additional lockdowns"

finanznachrichten-en Tuesday, October 27, 2020 10:40:00 PM EAT

Glass Lewis notes : “We find the offering on the opposite side [the Dissident Group] of the threshold seems disconcertingly incomplete and questionably optimistic, particularly given extant circumstances … we consider the notion of effectively treading water and burning liquidity for as many as three years before securing the likely piecemeal disposal of a U.S. portfolio the Dissident Group openly laments as secularly unattractive hardly seems to offer investors much certainty, particularly as case rates spike and government responses trend back toward additional lockdowns”

news-yahoo Tuesday, October 27, 2020 9:59:00 PM EAT

Glass Lewis notes : “We find the offering on the opposite side [the Dissident Group] of the threshold seems disconcertingly incomplete and questionably optimistic, particularly given extant circumstances we consider the notion of effectively treading water and burning liquidity for as many as three years before securing the likely piecemeal disposal of a U.S. portfolio the Dissident Group openly laments as secularly unattractive hardly seems to offer investors much certainty, particularly as case rates spike and government responses trend back toward additional lockdowns”

4-traders Tuesday, October 27, 2020 9:40:00 PM EAT

Glass Lewis said : "We find the terms of the proposed rights issue to be reasonable,"

business-standard Monday, October 26, 2020 8:54:00 PM EAT

Glass Lewis said : "We find the terms of the proposed rights issue to be reasonable,"

4-traders Monday, October 26, 2020 7:43:00 PM EAT

Glass Lewis said : "We find the terms of the proposed rights issue to be reasonable,"

channelnewsasia Monday, October 26, 2020 6:25:00 PM EAT

Glass Lewis said : “We find the terms of the proposed rights issue to be reasonable,”

themalaymailonline Monday, October 26, 2020 6:23:00 PM EAT

Glass Lewis said : "We find the terms of the proposed rights issue to be reasonable,"

news-yahoo Monday, October 26, 2020 5:40:00 PM EAT

Glass Lewis said : "We find the terms of the proposed rights issue to be reasonable,"

4-traders Monday, October 26, 2020 5:22:00 PM EAT

Glass Lewis said : "Shareholders should be aware that even if the demerger is approved, the company may still opt to pursue a sale of its entire interest in Autostrade to CDP and/or other investors,"

4-traders Wednesday, October 21, 2020 9:02:00 PM EAT

Glass Lewis said : "If (the Atlantia) board determines that the terms of such a sale are more favourable than the proposed separation, the board may call a separate meeting at a later date to seek shareholder approval to revoke this proposal,"

4-traders Wednesday, October 21, 2020 9:02:00 PM EAT

Glass Lewis said ( about Garry Hounsell ) : "We also recognise Mr Hounsell's considerable importance to the chair of the board especially given the current circumstances with the challenges faced by the company in relation to the COVID-19 pandemic," "Having regard to those matters, we believe that we can recommend that shareholders support his re-election"

theherald-au Thursday, October 15, 2020 3:16:00 PM EAT

Glass Lewis said ( about Garry Hounsell ) : "We also recognise Mr Hounsell's considerable importance to the chair of the board especially given the current circumstances with the challenges faced by the company in relation to the COVID-19 pandemic," "Having regard to those matters, we believe that we can recommend that shareholders support his re-election"

smh Thursday, October 15, 2020 8:04:00 AM EAT

Glass Lewis said ( about Garry Hounsell ) : "We also recognise Mr Hounsell's considerable importance to the chair of the board especially given the current circumstances with the challenges faced by the company in relation to the COVID-19 pandemic," "Having regard to those matters, we believe that we can recommend that shareholders support his re-election"

watoday Thursday, October 15, 2020 7:48:00 AM EAT

Glass Lewis said ( about Garry Hounsell ) : "We also recognise Mr Hounsell's considerable importance to the chair of the board especially given the current circumstances with the challenges faced by the company in relation to the COVID-19 pandemic," "Having regard to those matters, we believe that we can recommend that shareholders support his re-election"

theage Thursday, October 15, 2020 7:25:00 AM EAT

Glass Lewis pointed out : "CCI has not, to date and to the best of our knowledge, approached the Trust or its external adviser, RBC, to facilitate substantive engagement with purportedly interested counterparties, or otherwise attempted to discuss with the board strategic or financing avenues which would meaningfully address the Trust's current condition. Indeed, we have been unable to uncover any indication CCI even nominally attempted to constructively engage with AHT prior to publishing its opposition platform in mid-September 2020 , two full months after the Trust's initial recapitalization plans were made public in an S-4 filing"

news-yahoo Wednesday, September 30, 2020 3:16:00 PM EAT

Glass Lewis said : "We are concerned that this D&O arrangement gives the company's independent directors a direct, personal financial dependency upon the CEO they are tasked with overseeing,"

4-traders Wednesday, September 2, 2020 12:15:00 PM EAT

Glass Lewis said : "While we do not believe that recommending shareholder opposition to any director is warranted based solely on this issue at this time, we may recommend holding certain directors accountable should the company ultimately fail to commit to a less problematic D&O arrangement,"

4-traders Wednesday, September 2, 2020 12:15:00 PM EAT

Glass Lewis said : "We are concerned that this D&O arrangement gives the company's independent directors a direct, personal financial dependency upon the CEO they are tasked with overseeing,"

news-yahoo Wednesday, September 2, 2020 9:48:00 AM EAT

Glass Lewis noted : "the board [of Seven Aces] ran a reasonably competitive pre-signing market check before executing the Arrangement Agreement with Trive Capital,"

finanznachrichten-en Thursday, July 23, 2020 3:24:00 PM EAT

Glass Lewis added : “While Turquoise Hill experienced a decline in shareholder value in recent years and has faced challenges developing the Oyu Tolgoi project, we do not believe the dissident has made a credible argument that these issues are the result of mismanagement or poor oversight. We recognize that Oyu Tolgoi is a large complex project with considerable risks and development uncertainties and that the project’s cost overruns compare favourably with cost overruns at similar projects,”

mining Friday, July 17, 2020 9:28:00 PM EAT

Glass Lewis stated : "We find that the Company's governance framework and board composition appear to facilitate appropriate independence within the context of a controlled company, including appropriate safeguards to protect the interests of minority shareholders and to manage conflicts of interest with Rio"

news-yahoo Friday, July 17, 2020 12:31:00 AM EAT

Glass Lewis souligne ( about Hiroto Saikawa ) : "nous sommes troublés par le fait que M. Saikawa va continuer à siéger au conseil d'administration et rester à la direction de la compagnie"

latribune Wednesday, June 12, 2019 12:26:00 PM EAT

Glass Lewis écrit : "Nous sommes troublés par l'exercice immédiat par le conseil d'un pouvoir discrétionnaire croissant en augmentant les possibilités d'intéressement à court terme du directeur général pour le dernier exercice, ce qui apparaît comme une anticipation inutile d'une récompense pour des résultats futurs potentiels"

usinenouvelle Tuesday, April 16, 2019 8:10:00 PM EAT

Glass Lewis écrit ( about Denis Kessler ) : "Nous pensons fermement que la séparation des fonctions de président et de directeur général est la meilleure structure de gouvernance pour réduire les conflits d'intérêts" "Si cette proposition est approuvée par les actionnaires, rien ne s'oppose à ce que le conseil d'administration maintienne Monsieur Kessler comme directeur général"

challenges Tuesday, April 16, 2019 7:55:00 PM EAT

Glass Lewis wrote : "We question the need for the Company to engage in legal services with its directors. We view such relationships as creating conflicts for directors,"

reuters-af Wednesday, June 9, 2021 7:26:00 PM EAT

Glass Lewis wrote : “We question the need for the Company to engage in legal services with its directors. We view such relationships as creating conflicts for directors,”

TheFrontierPost-en Tuesday, June 8, 2021 2:33:00 PM EAT

Glass Lewis wrote : "We question the need for the Company to engage in legal services with its directors. We view such relationships as creating conflicts for directors,"

channelnewsasia Tuesday, June 8, 2021 6:54:00 AM EAT

Glass Lewis said : "Nonetheless, it is unclear what the ultimate impact of these initiatives will be in mitigating the risk of similar issues in the future,"

4-traders Friday, May 28, 2021 1:52:00 PM EAT

Glass Lewis wrote : "We believe Engine No. 1 has presented a compelling case that, without a more concerted response and well-developed strategy ... related to the global energy transition, Exxon's returns, cash flow and dividend, and thus its shareholder value, are increasingly at threat,"

fox10tv Wednesday, May 26, 2021 11:23:00 PM EAT

Glass Lewis wrote : "We're left with the feeling Exxon isn't doing enough in terms of preparing or investing for the future,"

fox10tv Wednesday, May 26, 2021 11:23:00 PM EAT

Glass Lewis said : "We tend to agree with Coast when it says any sale or carve out of these U.S. businesses would be better done after a return to normalcy in the U.S.,"

4-traders Monday, May 24, 2021 7:55:00 PM EAT

Glass Lewis said ( about Exxon Mobil Corp ) : “While Exxon claims to have evolved its strategy and maintained its historical leadership position among oil majors, our review finds the company’s competitive position and financial returns have eroded, and its stated strategy to address the underlying reasons for this diminished performance is generally insufficient,”

houstonchronicle Tuesday, May 18, 2021 7:38:00 PM EAT

Glass Lewis said ( about Exxon Mobil Corp ) : “While the Exxon board has recently refreshed itself with needed oil and gas, capital allocation, investor perspective and climate-related business transformation experience, we believe the board remains lacking in critical areas, such as energy and cyclical business experience, scientific and technological research expertise and regulatory experience,”

houstonchronicle Tuesday, May 18, 2021 7:38:00 PM EAT

Glass Lewis said : "Electing even a portion of Engine 1's slate would send a clear message of shareholder dissatisfaction with Exxon's recent direction and strategy,"

ara-reuters Tuesday, May 18, 2021 6:53:00 PM EAT

Glass Lewis noted : “We note this high-water mark also materially exceeds Shaw’s stand-alone average trailing EBITDA multiple during each of the one-year periods ended March 12, 2019, 2020 and 2021 (i.e. 9.6x, 8.9x and 8.0x, respectively), suggesting investors have little historical cause to anticipate the Company would independently achieve a similar valuation on a durable basis in the near- to medium-term. That conclusion is bolstered by reference to the following: (i) the unaffected closing price of Shaw’s more widely floated Class B shares never topped C$31.67 per share across the Company’s nearly 40-year trading period prior to the announcement; and (ii) based on industry analyst reports available at the time of announcement, Shaw’s Class B shares had a consensus median price target of just C$27.00, moderately above the Company’s pre-announcement price (i.e. $23.90 per share) and well below the C$40.50 per share offer. In short, whether viewed in context with other industry deals or Shaw’s anticipated stand-alone trajectory, the all-cash arrangement available to unaffiliated investors appears to reflect a rather compelling exit value”

4-traders Wednesday, May 12, 2021 8:53:00 PM EAT

Glass Lewis said : “The policy would disenfranchise investors, giving them less time to consider their votes on important governance matters and threatening the integrity of the research they pay for,”

theherald-au Saturday, May 8, 2021 10:54:00 AM EAT

Glass Lewis said : “The policy would disenfranchise investors, giving them less time to consider their votes on important governance matters and threatening the integrity of the research they pay for,”

smh Friday, May 7, 2021 6:15:00 PM EAT

Glass Lewis said : “The policy would disenfranchise investors, giving them less time to consider their votes on important governance matters and threatening the integrity of the research they pay for,”

brisbanetimes Friday, May 7, 2021 5:39:00 PM EAT

Glass Lewis wrote : “Shareholders would be warranted to also attribute accountability to the board’s risk committee,”

news-yahoo Sunday, May 2, 2021 1:33:00 AM EAT

Glass Lewis wrote : “Shareholders would be warranted to also attribute accountability to the board’s risk committee,”

news-yahoo Friday, April 30, 2021 5:22:00 PM EAT

Glass Lewis wrote : “Shareholders would be warranted to also attribute accountability to the board’s risk committee,”

news-yahoo Friday, April 30, 2021 2:12:00 PM EAT

Glass Lewis wrote : “Shareholders would be warranted to also attribute accountability to the board’s risk committee,”

business-standard Friday, April 30, 2021 1:43:00 PM EAT

Glass Lewis wrote : “Shareholders would be warranted to also attribute accountability to the board’s risk committee,”

news-yahoo Friday, April 30, 2021 11:20:00 AM EAT

Glass Lewis said : "We believe that the company lays out a robust plan to achieve its net zero ambition and that its disclosure concerning this plan is comprehensible and thorough,"

reuters-af Friday, April 30, 2021 6:40:00 AM EAT

Glass Lewis wrote : “Shareholders would be warranted to also attribute accountability to the board’s risk committee,”

news-yahoo Tuesday, April 27, 2021 10:34:00 AM EAT

Glass Lewis wrote : “Shareholders would be warranted to also attribute accountability to the board’s risk committee,”

news-yahoo Monday, April 26, 2021 5:12:00 PM EAT

Glass Lewis wrote : “We believe they are in part responsible for the board’s failings in regard to its risk assessment and management,”

news-yahoo Monday, April 19, 2021 4:32:00 PM EAT

Glass Lewis wrote : “We believe they are in part responsible for the board’s failings in regard to its risk assessment and management,”

guardian Monday, April 19, 2021 6:04:00 AM EAT

Glass Lewis wrote : “We believe they are in part responsible for the board’s failings in regard to its risk assessment and management,”

news-yahoo Sunday, April 18, 2021 5:12:00 PM EAT

Glass Lewis wrote : “We believe they are in part responsible for the board’s failings in regard to its risk assessment and management,”

news-yahoo Sunday, April 18, 2021 2:32:00 PM EAT

Glass Lewis wrote : “We believe they are in part responsible for the board’s failings in regard to its risk assessment and management,”

news-yahoo Sunday, April 18, 2021 10:48:00 AM EAT

Glass Lewis wrote : “We believe they are in part responsible for the board’s failings in regard to its risk assessment and management,”

guardian Sunday, April 18, 2021 9:46:00 AM EAT

Glass Lewis wrote : “We believe they are in part responsible for the board’s failings in regard to its risk assessment and management,”

news-yahoo Sunday, April 18, 2021 9:45:00 AM EAT

Glass Lewis said : “We consider a base salary of US$1.8 million in conjunction with a short-term incentive opportunity of 250% of salary and an RSP opportunity of 225% of salary, to be excessive,”

northernminer Thursday, April 15, 2021 8:51:00 PM EAT

Glass Lewis said : “We consider a base salary of $1.8 million in conjunction with a short-term incentive opportunity of 250% of salary and an RSP opportunity of 225% of salary, to be excessive,”

mining Thursday, April 15, 2021 8:19:00 PM EAT

Glass Lewis said : “We consider a base salary of $1.8 million in conjunction with a short-term incentive opportunity of 250% of salary and an RSP opportunity of 225% of salary, to be excessive,”

mining Thursday, April 15, 2021 6:43:00 PM EAT

Glass Lewis said : “sustained disconnect between executive pay and performance,”

theglobeandmail Wednesday, April 14, 2021 10:39:00 PM EAT

Glass Lewis said : “sustained disconnect between executive pay and performance,”

theglobeandmail Wednesday, April 14, 2021 9:58:00 PM EAT

Glass Lewis said : “In our view, there is no reason as to why the company could not reduce the bonus to nil, a common practice amongst the company’s FTSE-listed peers,”

guardian Wednesday, April 14, 2021 4:11:00 PM EAT

Glass Lewis said : “To regain shareholder trust in light of the substantial financial and reputational damage that the company is facing as a result of the aforementioned matters, shareholders would be better served by a change in leadership of the risk committee,”

reuters-af Tuesday, April 13, 2021 3:30:00 PM EAT

Glass Lewis added : “While we note that the supply chain finance funds and US-based hedge fund matters...have only emerged in recent weeks and that investigations are likely still in preliminary stages, we believe that these issues cast significant doubt on the efficacy of the board’s oversight of the Company’s risk and control framework,”

reuters-af Tuesday, April 13, 2021 3:30:00 PM EAT

Glass Lewis said : “In our view, in order to regain shareholder trust in light of the substantial financial and reputational damage that the company is facing as a result of the aforementioned matters, shareholders would be better served by a change in leadership of the risk committee,”

reuters-af Tuesday, April 13, 2021 2:59:00 PM EAT

Glass Lewis stated : "We also believe that a portion of the current directors' institutional knowledge and relationships, particularly with the Company's financial institutions and local partners, remains vital to the future operation and success of the Company,"

prnewswire Monday, April 12, 2021 5:46:00 PM EAT

Glass Lewis wrote : "We believe they are in part responsible for the board's failings in regard to its risk assessment and management,"

4-traders Monday, April 12, 2021 2:20:00 PM EAT

Glass Lewis said : “Particularly in the #MeToo era, issues of misconduct, especially those that are not handled expediently and with respect to employees, can result in this potential reputational harm,” “This requested disclosure will bring an additional benefit of providing reassurance to current and potential employees who may have concerns regarding how the company’s policies may affect any claims of harassment that they may have”

bloomberg Wednesday, April 7, 2021 10:35:00 PM EAT

Glass Lewis said : "Given broad societal changes, it's particularly important for consumer-facing companies such as Bank of America, whose operations heavily rely on their customers' trust and loyalty, to address issues of racial equity,"

straitstimesSG Tuesday, April 6, 2021 7:30:00 AM EAT

Glass Lewis said : "The proposed exchange ratio implies a standard market premium to Tilray’s unaffected stock price as the acquisition target, but inversely also implies a premium to Aphria’s share price during the months preceding the merger announcement," "Therefore, we are of the view that the transaction represents a favourable risk/reward for Aphria shareholders"

timescolonist Monday, April 5, 2021 5:29:00 PM EAT

Glass Lewis noted : "Having conducted an independent review of the transaction structure and the terms underlying the proposed arrangement, including the financial and valuation implications of the combination, we believe the all-stock merger is structured in a fair and reasonable manner that enables Aphria to effectively acquire Tilray. The proposed exchange ratio implies a standard market premium to Tilray's unaffected stock price as the acquisition target, but inversely also implies a premium to Aphria's share price during the months preceding the merger announcement Therefore, we are of the view that the transaction represents a favorable risk/reward for Aphria shareholders, given the strategic rationale provided by the board and the value-creation opportunities associated with the transaction. Based on these factors, along with the unanimous support of the board, we believe the proposed transaction is in the best interests of shareholders"

prnewswire Monday, April 5, 2021 2:38:00 PM EAT

Glass Lewis said : "In our opinion, the adjustments related to well-documented legal actions essentially shield executives' compensation from the detrimental impact of their decisions for the company,"

wsau Thursday, April 1, 2021 9:46:00 PM EAT

Glass Lewis said : “In our opinion, the adjustments related to well-documented legal actions essentially shield executives’ compensation from the detrimental impact of their decisions for the company,”

reuters-af Thursday, April 1, 2021 8:54:00 PM EAT

Glass Lewis notes ( about Glass Lewis ) : "the stated dividend payout ratio of 26.7% is calculated solely based of profits disclosed in the company's separate financial statements, excluding the profits earned by Kumho P&B Chemicals and other subsidiaries that are part of the Kumho Petrochemical group. When calculating the payout ratio on a consolidated basis, the board's dividend proposal actually equates to a payout ratio of 19.9%. - By comparison, as noted by CW Park, the company's industry peers will pay dividends for 2020 at an average payout ratio of 72.7%. On a consolidated basis, CW Park's proposal represents a payout ratio of 52.6%. Separating the role of CEO and Chairman. - Glass Lewis is calling for separating the roles of CEO and the chair of the board, which it describes as "

4-traders Wednesday, March 17, 2021 6:24:00 PM EAT

Glass Lewis notes ( about Glass Lewis ) : "the stated dividend payout ratio of 26.7% is calculated solely based of profits disclosed in the company's separate financial statements, excluding the profits earned by Kumho P&B Chemicals and other subsidiaries that are part of the Kumho Petrochemical group. When calculating the payout ratio on a consolidated basis, the board's dividend proposal actually equates to a payout ratio of 19.9%. - By comparison, as noted by CW Park, the company's industry peers will pay dividends for 2020 at an average payout ratio of 72.7%. On a consolidated basis, CW Park's proposal represents a payout ratio of 52.6%. Separating the role of CEO and Chairman. - Glass Lewis is calling for separating the roles of CEO and the chair of the board, which it describes as "

prnewswire Wednesday, March 17, 2021 5:51:00 PM EAT

Glass Lewis noted : "Farallon's case here is well-rounded"

finanznachrichten-en Friday, March 5, 2021 7:10:00 AM EAT

Glass Lewis told : “On an annualised basis the maximum payout under the plan reflects about 3,400% of the chief executive’s base salary,”

guardian Thursday, January 21, 2021 11:01:00 PM EAT

Glass Lewis said : “We do not see compelling evidence that the proposed buyout is in the best interests of shareholders at this time,”

TorontoStar Thursday, December 17, 2020 8:31:00 PM EAT

Glass Lewis states : “Still, the company's TSR showed sharp declines over the last two years of Barnhill's tenure as CEO, and the legacy issues that have plagued the company, including its reliance on Tier 1 public carriers, antiquated IT and inventory management systems”

4-traders Wednesday, November 25, 2020 10:25:00 PM EAT

Glass Lewis said : "While we have some skepticism regarding (Obsidian)’s ability to complete the offer, we recognize that the current proposed terms are at least rather favourable to the company, and to the extent the company is able to complete the combination on such terms, we believe the company’s shareholders would stand to greatly benefit,"

timescolonist Tuesday, November 17, 2020 1:13:00 AM EAT

Glass Lewis notes : "We find the offering on the opposite side [the Dissident Group] of the threshold seems disconcertingly incomplete and questionably optimistic, particularly given extant circumstances … we consider the notion of effectively treading water and burning liquidity for as many as three years before securing the likely piecemeal disposal of a U.S. portfolio the Dissident Group openly laments as secularly unattractive hardly seems to offer investors much certainty, particularly as case rates spike and government responses trend back toward additional lockdowns"

finanznachrichten-en Tuesday, October 27, 2020 10:40:00 PM EAT

Glass Lewis notes : “We find the offering on the opposite side [the Dissident Group] of the threshold seems disconcertingly incomplete and questionably optimistic, particularly given extant circumstances … we consider the notion of effectively treading water and burning liquidity for as many as three years before securing the likely piecemeal disposal of a U.S. portfolio the Dissident Group openly laments as secularly unattractive hardly seems to offer investors much certainty, particularly as case rates spike and government responses trend back toward additional lockdowns”

news-yahoo Tuesday, October 27, 2020 9:59:00 PM EAT

Glass Lewis notes : “We find the offering on the opposite side [the Dissident Group] of the threshold seems disconcertingly incomplete and questionably optimistic, particularly given extant circumstances we consider the notion of effectively treading water and burning liquidity for as many as three years before securing the likely piecemeal disposal of a U.S. portfolio the Dissident Group openly laments as secularly unattractive hardly seems to offer investors much certainty, particularly as case rates spike and government responses trend back toward additional lockdowns”

4-traders Tuesday, October 27, 2020 9:40:00 PM EAT

Glass Lewis said : "We find the terms of the proposed rights issue to be reasonable,"

business-standard Monday, October 26, 2020 8:54:00 PM EAT

Glass Lewis said : "We find the terms of the proposed rights issue to be reasonable,"

4-traders Monday, October 26, 2020 7:43:00 PM EAT

Glass Lewis said : "We find the terms of the proposed rights issue to be reasonable,"

channelnewsasia Monday, October 26, 2020 6:25:00 PM EAT

Glass Lewis said : “We find the terms of the proposed rights issue to be reasonable,”

themalaymailonline Monday, October 26, 2020 6:23:00 PM EAT

Glass Lewis said : "We find the terms of the proposed rights issue to be reasonable,"

news-yahoo Monday, October 26, 2020 5:40:00 PM EAT

Glass Lewis said : "We find the terms of the proposed rights issue to be reasonable,"

4-traders Monday, October 26, 2020 5:22:00 PM EAT

Glass Lewis said : "Shareholders should be aware that even if the demerger is approved, the company may still opt to pursue a sale of its entire interest in Autostrade to CDP and/or other investors,"

4-traders Wednesday, October 21, 2020 9:02:00 PM EAT

Glass Lewis said : "If (the Atlantia) board determines that the terms of such a sale are more favourable than the proposed separation, the board may call a separate meeting at a later date to seek shareholder approval to revoke this proposal,"

4-traders Wednesday, October 21, 2020 9:02:00 PM EAT

Glass Lewis said ( about Garry Hounsell ) : "We also recognise Mr Hounsell's considerable importance to the chair of the board especially given the current circumstances with the challenges faced by the company in relation to the COVID-19 pandemic," "Having regard to those matters, we believe that we can recommend that shareholders support his re-election"

theherald-au Thursday, October 15, 2020 3:16:00 PM EAT

Glass Lewis said ( about Garry Hounsell ) : "We also recognise Mr Hounsell's considerable importance to the chair of the board especially given the current circumstances with the challenges faced by the company in relation to the COVID-19 pandemic," "Having regard to those matters, we believe that we can recommend that shareholders support his re-election"

smh Thursday, October 15, 2020 8:04:00 AM EAT

Glass Lewis said ( about Garry Hounsell ) : "We also recognise Mr Hounsell's considerable importance to the chair of the board especially given the current circumstances with the challenges faced by the company in relation to the COVID-19 pandemic," "Having regard to those matters, we believe that we can recommend that shareholders support his re-election"

watoday Thursday, October 15, 2020 7:48:00 AM EAT

Glass Lewis said ( about Garry Hounsell ) : "We also recognise Mr Hounsell's considerable importance to the chair of the board especially given the current circumstances with the challenges faced by the company in relation to the COVID-19 pandemic," "Having regard to those matters, we believe that we can recommend that shareholders support his re-election"

theage Thursday, October 15, 2020 7:25:00 AM EAT

Glass Lewis pointed out : "CCI has not, to date and to the best of our knowledge, approached the Trust or its external adviser, RBC, to facilitate substantive engagement with purportedly interested counterparties, or otherwise attempted to discuss with the board strategic or financing avenues which would meaningfully address the Trust's current condition. Indeed, we have been unable to uncover any indication CCI even nominally attempted to constructively engage with AHT prior to publishing its opposition platform in mid-September 2020 , two full months after the Trust's initial recapitalization plans were made public in an S-4 filing"

news-yahoo Wednesday, September 30, 2020 3:16:00 PM EAT

Glass Lewis said : "We are concerned that this D&O arrangement gives the company's independent directors a direct, personal financial dependency upon the CEO they are tasked with overseeing,"

4-traders Wednesday, September 2, 2020 12:15:00 PM EAT

Glass Lewis said : "While we do not believe that recommending shareholder opposition to any director is warranted based solely on this issue at this time, we may recommend holding certain directors accountable should the company ultimately fail to commit to a less problematic D&O arrangement,"

4-traders Wednesday, September 2, 2020 12:15:00 PM EAT

Glass Lewis said : "We are concerned that this D&O arrangement gives the company's independent directors a direct, personal financial dependency upon the CEO they are tasked with overseeing,"

news-yahoo Wednesday, September 2, 2020 9:48:00 AM EAT

Glass Lewis noted : "the board [of Seven Aces] ran a reasonably competitive pre-signing market check before executing the Arrangement Agreement with Trive Capital,"

finanznachrichten-en Thursday, July 23, 2020 3:24:00 PM EAT

Glass Lewis added : “While Turquoise Hill experienced a decline in shareholder value in recent years and has faced challenges developing the Oyu Tolgoi project, we do not believe the dissident has made a credible argument that these issues are the result of mismanagement or poor oversight. We recognize that Oyu Tolgoi is a large complex project with considerable risks and development uncertainties and that the project’s cost overruns compare favourably with cost overruns at similar projects,”

mining Friday, July 17, 2020 9:28:00 PM EAT

Glass Lewis stated : "We find that the Company's governance framework and board composition appear to facilitate appropriate independence within the context of a controlled company, including appropriate safeguards to protect the interests of minority shareholders and to manage conflicts of interest with Rio"

news-yahoo Friday, July 17, 2020 12:31:00 AM EAT

Glass Lewis souligne ( about Hiroto Saikawa ) : "nous sommes troublés par le fait que M. Saikawa va continuer à siéger au conseil d'administration et rester à la direction de la compagnie"

latribune Wednesday, June 12, 2019 12:26:00 PM EAT

Glass Lewis écrit : "Nous sommes troublés par l'exercice immédiat par le conseil d'un pouvoir discrétionnaire croissant en augmentant les possibilités d'intéressement à court terme du directeur général pour le dernier exercice, ce qui apparaît comme une anticipation inutile d'une récompense pour des résultats futurs potentiels"

usinenouvelle Tuesday, April 16, 2019 8:10:00 PM EAT

Glass Lewis écrit ( about Denis Kessler ) : "Nous pensons fermement que la séparation des fonctions de président et de directeur général est la meilleure structure de gouvernance pour réduire les conflits d'intérêts" "Si cette proposition est approuvée par les actionnaires, rien ne s'oppose à ce que le conseil d'administration maintienne Monsieur Kessler comme directeur général"

challenges Tuesday, April 16, 2019 7:55:00 PM EAT