CorpBanca has responded to the amended complaintregarding the proposed merger of CorpBanca and Banco Itaú Chile brought by Cartica Management, LLC in the United States District Court for the Southern District of New York. CorpBanca will file a pre-motion letter seeking permission to file two separate Motions to Dismiss Cartica’s newly filed complaint, saying that Cartica now seeks money damages that would be to the exclusive benefit of Cartica and no other CorpBanca shareholders. Cartica filed the amended complaint after the Court held a conference to discuss proposed motions by the defendants to dismiss the lawsuit.
CorpBanca issued the following statement:
“CorpBanca continues to firmly believe that Cartica’s claims are entirely without merit, and that Cartica’s interests are not aligned with those of other CorpBanca shareholders. Cartica originally pretended that it was filing its complaint on behalf of minority shareholders to obtain more information about the transaction. In fact, CorpBanca has supplied an abundance of disclosures about the proposed merger throughout the process, including the transaction documents, the risks and benefits of the deal, and the prospects for the post-merger bank. CorpBanca’s shareholders have all material information they need to cast a fully informed vote.
Faced with all this information, and CorpBanca’s letters to the Court explaining the significant flaws in Cartica’s Complaint, Cartica has revealed its true colors and motivations: To seek money for its trading in CorpBanca shares over the last six months, exclusively for its own benefit and to the detriment of the other shareholders. Cartica’s new claim, which was omitted from its press release, demonstrates that Cartica is looking for special treatment and a coerced payout on its investment in CorpBanca.
Cartica has publicly stated that it supports a merger between CorpBanca and Itaú. Yet, it asks the Court to enjoin the transaction and has now added Itaú to the lawsuit. This is nothing more than a desperate attempt to proliferate its self-serving campaign. Cartica is trying to prevent other CorpBanca shareholders from casting their votes in favor of the transaction. And it now appears to be using this lawsuit to try to hold up the deal in order to extract a payment from CorpBanca. This is not shareholder activism in the name of good corporate governance but rather an orchestrated scheme to threaten a valuable merger for a personal profit.
The new story in Cartica’s amended complaint also raises concerns about Cartica’s trading practices. Cartica says that it purchased additional shares of CorpBanca during the last six months based on information it obtained in a private meeting with CorpBanca’s majority shareholder CorpGroup. While no material non-public information was disclosed at any time by CorpBanca or its majority shareholder in its discussions with Cartica, the activist hedge fund apparently attempted to trade on these discussions to its own advantage and to the detriment ofother CorpBanca shareholders from whom it bought shares. While Cartica tries to hold itself out as a long-term investor and champion of minority shareholders, the truth is that it has been actively trading CorpBanca shares the whole time, and this suit is a little more than an effort to justify its speculative and misguided trading strategy to its investors.
With respect to the claims in Cartica’s amended complaint, CorpBanca strongly believes that Cartica’s suit continues to lack merit. Cartica’s request for additional disclosures, including request for immaterial and extraneous details, and in many cases, nonexistent materials, amounts to nothing more than an endless paper chase. CorpBanca has published massive amounts of information with respect to the proposed merger, far in excess of that required by law, including the Transaction Agreement, the Shareholders Agreement, the loan agreement, an SEC filing describing the benefits and risks of the deal, financial information on both CorpBanca and Itaú, pro forma financial statements regarding the merged bank, fairness opinions rendered by two leading global investment banks in connection with the deal, and a 100-page disclosure document describing in detail the deal, its structure, terms, background and conditions.
With respect to its securities claim, Cartica continues to complain about CorpBanca’s business decisions in Chile, which are outside the jurisdiction of a U.S. federal court. Yet, Cartica has never filed any case in Chile regarding CorpBanca’s business decisions, the only proper place for such a dispute. With respect to its claims of deficiencies in 13D filings by CorpBanca’s controlling shareholder, Cartica is seeking additional information about Corp Group’s agreements with Itaú that were disclosed to the public long ago.
CorpBanca strongly believes that the proposed transaction is in the best interests of CorpBanca shareholders and that Cartica’s interests are not aligned with those of other CorpBanca shareholders. CorpBanca remains firmly committed to the dismissal of Cartica’s self-serving lawsuit.”
Wikimedia CommonsPhoto: Ed Yakovich. Henderson Strengthens the US-Based Credit Team With Double Hire
International asset manager Henderson Global Investors has added two investment grade credit analysts to its fixed income team based in Philadelphia.
Timothy Gage joins from Franklin Square Capital Partners and Jonathan Mann from JP Morgan Chase & Co. Both will report to Andrew Griffiths, Henderson’s Global Head of Credit Research, and begin in June and July respectively.
Educated at the University of Pennsylvania, Gage has 16 years’ experience in the credit markets having spent time at Morgan Stanley Investment Management, BNP CooperNeff Advisors and Susquehanna International Group.
After graduating from Columbia College in 2010, Mann spent a year at Lord, Abbett & Co. after which he joined JP Morgan Chase & Co.
The pair joins an existing team of six high yield professionals. Their main responsibilities will be to oversee specific industry sectors and US domiciled non-financial companies across the investment grade corporate bond universe. This team forms part of a broader global credit team based in London.
Stephen Thariyan, Global Head of Credit, said, “In February 2013 Henderson’s Philadelphia office was established – the fact that we are able to add to that team so soon is testament to our performance for our clients in the last year. It also signals the increasing demand for global fixed income product in the market. To attract two analysts of such a high calibre indicates our growing presence in the global credit sector. ”
Investors have become more discerning about investing in emerging markets as their economies reform at varying speeds, according to findings from the annual independent survey released by CREATE-Research and commissioned by the Principal Financial Group® and Principal Global Investors.
“Emerging markets are no longer seen as a homogenous group. Different countries are developing at different speeds,” said Barb McKenzie, chief operating officer of Principal Global Investors. “Those identified as embracing a reform agenda are recognized as being more attractive. Survey respondents expect these economies to converge structurally and financially with developed economies in the near-term.”
Nearly 35 percent of survey respondents believe China will deliver strong returns over the next three years, while only 15 percent believe Brazil can do so. Similarly, more than 50 percent of respondents believe China will make significant progress in implementing necessary economic reforms, whereas only 6 percent believe Russia can do so.
The report, Not All Emerging Markets Are Created Equal, explores the extent to which emerging economies and developed markets will converge or diverge over the rest of this decade. It seeks to uncover how emerging economies resemble their developed peers in terms of economic well-being and investment approaches, and analyzes factors that are likely to affect convergence.
The findings are based on a survey of more than 700 pension plans, sovereign wealth funds, pension consultants, asset managers and fund distributors across 30 countries with combined assets under management of $29.7 trillion. The survey was followed by 110 interviews.
From buy-and-hold to tactical
Marked volatility in emerging markets has caused investors to become more discerning, changing the landscape of emerging markets investing to be considered tactical rather than buy-and-hold. According to the survey, those investors viewing emerging market assets as an opportunistic play has increased from 30 percent to 48 percent for equities, and from 15 percent to 51 percent for bonds, since 2012.
“While emerging markets in the East continue to converge with developed markets in the West, it is clear from our research that emerging economies will no longer move in lock step,” said Prof. Amin Rajan, CEO of CREATE-Research and author of the report. “This could be the age of stock-pickers, as catchy acronyms such as BRICS become irrelevant.”
United States drives global economy
Survey respondents view the United States as the key driver of the global economy over the next three years:
Forty-seven percent of investors believe the U.S. recovery will deliver the best returns
Nearly 65 percent of investors believe the U.S. government will make significant progress in rebooting its economy
Thirty percent of investors think the outlook for Europe remains decidedly cloudy, with isolated pockets of revival expected only in Scandinavia and the United Kingdom
Key findings by investor segment
Themes emerging from the survey relative to each investor segment include:
Defined benefit plans: aging member demographics are driving the transition from asset accumulation to liability matching, with opportunistic investors looking toward distressed debt, emerging marketing equities, ETFs and emerging market corporate bonds
Defined contribution plans: inadequate plan balances are intensifying the search for higher returns with the most opportunity seen in ETFs and active equities and bonds
Retail investors: becoming ultra-cautious as they approach or reach retirement with a focus on cost, convenience and capital preservation when choosing investment products
High-net-worth investors: pursuing a range of goals including inflation protection and regular income via real assets and low volatility via balanced and capital protection funds
“The research clearly shows a change in the landscape of emerging markets investing as investors become more discerning,” said Julia Lawler, senior vice president at The Principal®. “The demographics of aging populations with an eye toward retirement coupled with investors interested in a buy-and-hold approach are leading a fundamental change in asset allocation decisions.”
Kimco Realty Corp., North America’s largest publicly traded owner and operator of neighborhood and community shopping centers, has announced that as part of its stated strategy to exit Latin America, it has sold four retail properties from its Mexico portfolio for a gross sales price of 1.1 billion Mexican pesos (US $82.1 million). The portfolio sale generated pro-rata proceeds to Kimco of approximately 688.1 million Mexican pesos (US $53.3 million).
The four Mexican assets total 1.2 million square feet and were developed between 2005 and 2009 in the cities of Rosarito, Tijuana, Los Mochis, and Mexicali. Anchor tenants include Wal-Mart (4), Home Depot (2), and Cinepolis (3). The four-property portfolio divestiture follows the disposition of a nine-property Mexican portfolio in the first quarter of 2014.
The sale represents continued progress on Kimco’s goal to simplify its operations by exiting Latin America and focusing primarily on the U.S. and Canadian shopping center portfolios. Kimco is currently negotiating contracts for the disposition of all of its remaining retail Latin American assets.
Kimco Realty Corp. is a real estate investment trust (REIT) headquartered in New Hyde Park, New York, that owns and operates North America’s largest publicly traded portfolio of neighborhood and community shopping centers. As of March 31, 2014, the company owned interests in 835 shopping centers comprising 122 million square feet of leasable space across 42 states, Puerto Rico, Canada, Mexico and South America. Publicly traded on the NYSE since 1991, and included in the S&P 500 Index, the company has specialized in shopping center acquisitions, development and management for more than 50 years.
The Financial Industry Regulatory Authority (FINRA) has announced that it has fined Merrill Lynch, Pierce, Fenner & Smith, Inc. $8 million for failing to waive mutual fund sales charges for certain charities and retirement accounts. FINRA also ordered Merrill Lynch to pay $24.4 million in restitution to affected customers, in addition to $64.8 million the firm has already repaid to harmed investors.
Mutual funds offer several classes of shares, each with different sales charges and fees. Typically, Class A shares have lower fees than Class B and C shares, but charge customers an initial sales charge. Many mutual funds waive their upfront sales charges for retirement accounts and some waive these charges for charities.
Most of the mutual funds available on Merrill Lynch’s retail platform offered such waivers to retirement plan accounts and disclosed those waivers in their prospectuses. However, at various times since at least January 2006, Merrill Lynch did not waive the sales charges for affected customers when it offered Class A shares. As a result, approximately 41,000 small business retirement plans, and approximately 6,800 charities and 403(b) retirement plan accounts available to ministers and employees of public schools, either paid sales charges when purchasing Class A shares, or purchased other share classes that unnecessarily subjected them to higher ongoing fees and expenses. Merrill Lynch learned in 2006 that its small business retirement plan customers were overpaying, but continued to sell them more costly shares and failed to report the issue to FINRA for more than five years.
Brad Bennett, FINRA’s Executive Vice President and Chief of Enforcement, said, “Merrill Lynch failed to offer available waivers to customers, including small business retirement accounts and charitable organizations. FINRA’s commitment to investor protection is highlighted by the significant restitution component of this settlement, which reinforces that investors must be able to trust that their brokerage firm will offer the lowest-cost share classes available to them. When firms fail to do so, we will take appropriate action.”
Merrill Lynch’s written supervisory procedures provided little information or guidance on mutual fund sales charge waivers. Even after the firm learned that it was not providing sales charge waivers to eligible accounts, Merrill Lynch relied on its financial advisors to waive the charges, but failed to adequately supervise the sale of these products or properly train or notify its financial advisors about lower-cost alternatives.
In concluding this settlement, Merrill Lynch neither admitted nor denied the charges, but consented to the entry of FINRA’s findings.
Prudential Investments has launched the Prudential Long-Short Equity Fund, available for the US market. The fund uses long and short positions within the full spectrum of U.S. equity market capitalization. The fund’s managers seek to add value by selecting attractive long positions, while having the flexibility to short sell securities they view as unfavorable. In addition, they can adjust the fund’s net long market exposure to take advantage of market conditions.
“With this new fund, our goal is to provide investors with growth potential from their equity investments, while seeking less volatile return patterns,” said Stuart Parker, president of Prudential Investments.
The fund is managed by a team from Quantitative Management Associates, including Peter Xu, Stacie Mintz and Devang Gambhirwala, who average 22 years of investment experience. With more than a decade of experience managing long-short equity portfolios, QMA has deep expertise in applying adaptive models to an array of investment and asset allocation strategies, including long-only, active extension, market neutral and alternatives strategies.
“In this fund, we are building on what we already do well,” said Stacie Mintz, a managing director and portfolio manager at QMA. “The strategy combines our active, bottom-up stock selection approach with insights from our asset allocation team to create a flexible portfolio designed to help investors in volatile markets.”
QMA, an asset management business of Prudential Financial, had more than $111 billion in assets under management as of March 31, 2014. The business manages equity and asset allocation portfolios for institutional pension plans, endowments, foundations, and subadvisory accounts for other financial services companies.
Wikimedia CommonsPhoto: Dietmar Rabich, rabich.de, CC BY-SA 4.0.. EM Fundamentals Are Not Fixed
Textbook economics holds that free capital mobility is a source of stability, because it allows international investors to diversify risk and pursue the most profitable investment opportunities. Yet real world experience suggests that the vagaries of international capital flows can impart a huge amount of instability. The prime reason for this is that self-fulfilling expectations can get stuck on an explosive path and when they do they have the power to alter the underlying fundamentals big time.
When developed markets (DM) expected returns were very low, due to sluggish growth and easy policy rates as far as the eye can see, investors massively flocked towards emerging markets (EM) space in search of higher returns. This pushed up EM asset prices (including the exchange rate) and led to a massive increase in domestic credit growth in various countries. The flip side of this was widening of current account deficits which international investors only seemed happy to finance. The reason is that expectations of future asset price and exchange rate appreciation tend to feed on themselves because such capital inflows cause an endogenous improvement in domestic balance sheets. The value of private sector assets may well increase more than liabilities and solvency prospects seem better than they really are as the credit boom pushes up growth to unsustainable levels. Any attempt by the central bank to slow down growth may well backfire as higher policy rates only attract more capital inflows. In the textbook model, asset price appreciation is a stabilizing force because at some point valuations will become so unattractive that the inflow will dry up. However, in real life such a valuation ceiling does not exist. Asset prices can embark on an exponential growth path for a pretty long time.
Nevertheless, the imbalances that result from this cannot continue to grow forever. When the party stops, policymakers find out there is no valuation floor for domestic assets either. The increase in expected DM returns which started a year ago caused EM capital inflows to dry up. Once again EM central bankers are then presented with a Catch 22 situation. If they do not tighten monetary policy, the outflow may accelerate as exchange rate depreciations will feed expectations of further future depreciation. This happens because domestic balance sheets now suffer endogenous deterioration. Asset values decline while nominal debt levels remain the same and pessimism about growth and solvency prospects will create its own grim reality. In addition to this, runaway depreciation may also cause a substantial rise in inflation (expectations). If this happens, monetary policy will have to be tighter than in the case of stable expectations for a prolonged period of time to tame the inflation beast. Runaway capital outflows can thus easily trigger a self-fulfilling process that severely damages the underlying fundamentals. Once markets are in panic mode, they need a firm and decisive policy slap in the face to break this negative feedback loop.
Yet, one can very well understand why dealing this blow to markets is difficult because tightening policy is also not particularly attractive in an economy with excessive leverage. After all, higher interest rates as well as the concomitant growth slowdown will also conspire to reduce the solvency of the debtors and force them to stand and deliver. Yet, in the end this is often the least painful option, especially if the central bank acts early to stem the depreciation spiral. History shows that the cumulative rise in policy rates needed to break the depreciation feed-back loop is lower the more pro-active the central bank is in nipping the whole thing in the bud. In that case there is at least a reasonable chance that policy can be tightened relatively gradually which gives domestic agents time to adjust. In the case of runaway depreciation expectations draconic adjustments are forced upon them overnight which causes much bigger and longer lasting economic damage.
The good news is that (at least at the time that I am writing this) EM space seems to have succeeded in bringing about this more benign slow adjustment scenario, which is why we believe that the resolution of EM imbalances will not derail the global recovery. Having said that, the risks clearly lie in the direction of renewed EM market panic which could, for instance, be triggered by an increase in political and social unrest.
Edificios en Nueva York. Foto: DanielFoster437. PREI y L&L compran un conjunto de edificios de oficinas en Nueva York por 160 millones
In a $160 million joint venture, Prudential Real Estate Investors and L&L Holding Company, LLC, acquired 511-541 West 25th Street, three interconnected office properties in Manhattan’s Chelsea art gallery district, the companies announced. PREI, which is acquiring the properties on behalf of German institutional investors, is among the world’s largest real estate investment management and advisory businesses, and is a business of Prudential Financial, Inc.
Situated adjacent to the High Line – an elevated freight rail that was transformed into a public park – and two blocks from the Hudson River, the properties feature 200,000 square feet of space, including 300 feet of retail frontage on one of New York’s most prominent art gallery blocks. The buildings, which were constructed between 1910 and 1917 and renovated over the past two years, also have unobstructed views of the High Line.
“This acquisition is consistent with our investors’ strategy to own urban infill office properties in major cities,” said David Pahl, a managing director with PREI. “The unique location of these offices in one of New York’s most prominent art gallery districts, combined with the favorable market conditions, and the value L&L brings, made this an extremely attractive transaction for our investors.”
“This acquisition reflects our continuing efforts to seek out opportunistic and value-added opportunities in the New York metropolitan area,” said David W. Levinson, chairman and CEO of L&L Holding Company, LLC.
“The property offers exceptional upside potential, given the scarcity of office space along the High Line.”
CC-BY-SA-2.0, FlickrFoto: Johey24. Los promotores chinos salen fuera para saciar el apetito del inversor chino por bienes raíces en el exterior
Property firms have quickened their pace of offshore expansion to meet the appetite of Chinese consumers and find new opportunities beyond the tepid domestic property market.
In the first quarter of 2014, institutional investors’ offshore property investments rose 25 percent year-on-year to 2.1 billion dollars, while the sum going to residential property grew by 80 percent, according to Jones Lang LaSalle Inc, a global real estate services and investment management company.
The overseas residential property investment by China’s institutional investors in the quarter exceeded 1.1 billion dollars, smashing last year’s record of 600 million dollars. The real estate projects in Britain, Australia and the United States were most favored by Chinese investors.
Offshore expansion by Chinese investors gets more impressive than the domestic market because it has a higher potential profit, analysts say.
Wanda Group, one of China’s largest property developers, announced in January that it would invest up to 3 billion pounds (5.1 billion U.S. dollars) in British cities. Greenland Group also announced earlier this year that their overseas investment reached almost 35 billion yuan (5.6 billion U.S.dollars) in 2014.
Developers, abundantly liquid because of previous successes, are diversifying their portfolios, focusing on gateway cities, such as London, New York, Los Angeles and Singapore, according to Zhu Fei, researcher from Yuexiu Property Institution.
With the financial environment in foreign countries relatively benign compared to China, some property firms have gone public in Hong Kong or the United States, Zhu said.
Growing Appetite
The upsurge in overseas expansion can be attributed to the growing appetite of Chinese people for residential properties in pursuit of capital security, access to education and health care, permanent residency and citizenship, to name but a few.
Around 150,000 Chinese emigrate overseas annually, which is expected to generate a purchase demand for properties worth more than 75 billion yuan, said Li Qingwen, general manager of DTZ Real Estate Consultancy Company Guangzhou.
Traditional destinations of immigrants top the money flows, said Fu Zhenhuang, analyst from Deloitte, adding that investment has been most active in London, New York, Singapore, Sydney, Manchester and Hong Kong.
Statistics from Savills, a real estate agent, suggest that Chinese consumers invested 13.5 billion dollars in the overseas market in 2013, almost double that of 2012.
Huang Yuwei, executive CEO of an overseas property investment company, said his company sold less than 10 houses a year seven years ago, and now move 15 to 20 daily. “Investing in overseas property will be much more impressive in the next ten years,” he said.
Calculations based on the asset scale of the Chinese high net worth individuals suggest that 1,100 billion yuan will flow into overseas properties.
Foto: Gabriel Sanz. Cartica da otra vuelta de tuerca y demanda a Itaú para evitar la fusión con CorpBanca
Cartica Management, has amended its complaint in the matter of Cartica v. CorpBanca, Saieh, et al. to, among other things, include Itaú Unibanco Holding S.A. and Banco Itaú Chile (together, “Itaú”) as Defendants along with CorpBanca S.A. and Álvaro Saieh, its controlling shareholder. Other Defendants include CorpBanca’s Directors, its Chief Executive Officer, and its Chief Financial Officer; and Saieh’s holding companies (together, “CorpGroup”).
The complaint alleges Saieh, Itaú, CorpBanca and the other Defendants committed violations of anti-fraud provisions and disclosure requirements of the United States Securities Exchange Act of 1934. The complaint seeks to enjoin the closing of the proposed transaction. The case is pending in the United States District Court of the Southern District of New York.
Saieh, Itaú and CorpBanca are charged in the Amended Complaint with, among other things, continuing to withhold material information, and failing to correct material misstatements, even after Cartica filed its Complaint identifying multiple violations of U.S. securities laws. For example,
CorpBanca’s and Saieh’s two filings since Cartica commenced its lawsuit have been late and materially incomplete. First, a belated 20-F filing made by CorpBanca on May 15, 2014 provided incomplete and inconsistent additional disclosures, leaving the overall disclosures materially misleading. Second, on May 29, Saieh and CorpGroup filed a Schedule 13D that by CorpGroup’s own admissions in the Schedule should have been filed more than five years ago. Furthermore, the belated Schedule 13D failed to disclose that Saieh, Itaú, and CorpGroup had formed a group to hold shares for the purpose of effecting a change in control. The document also omitted any information regarding Saieh’s, CorpGroup’s and Itaú’s motivations for effecting a change-in-control at CorpBanca – even though the provisions of Section 13(d) require full and complete disclosures concerning, among other things, their intentions, agreements and acts related to the change in control at CorpBanca.
Saieh, CorpBanca and the other Defendants materially misstated to the market and their investors the size of the credit facility they entered in January 2014. They initially disclosed to the market that the credit facility was for US$950 million, and over the next four months they reiterated the US$950 million figure. Then, following Cartica’s filing of a lawsuit and increased pressure for additional disclosure, the Defendants’ most recent May 2014 disclosures revealed that the credit facility was for US$1.2 billion—a material misstatement of US$250 million.
Based on the most recent material misstatements and omissions made by Saieh, including the five-year delinquent and still-deficient Schedule 13D, it has become clear to Cartica that Itaú is actively working with Saieh to close the transaction, a transaction being supported by fraud. Cartica has therefore made the important decision to name Itaú as a defendant in the amended complaint filed yesterday.
“Our initial complaint made clear that Itaú and the Saieh entities had formed a group subject to the filing requirements of Section 13(d). We reasonably thought that Itaú would respond by belatedly complying with the law by jointly filing a 13D with the Saieh Group,” said Cartica’s Managing Director for Corporate Governance Mike Lubrano. “Unfortunately, Itaú decided to continue to flout U.S. securities law and regulations, and so we added Itaú as an additional Defendant and have asked the court to compel Itau to comply with US securities law.”
“The Itaú Transaction should be enjoined so that the Boards of CorpBanca, CorpGroup and Itaú, as well as the Boards of every other potential acquirer, receive the unmistakable message that any acquisition of CorpBanca must be fair and transparent,” said Cartica Managing Director Teresa Barger.
“Saieh’s, Itaú’s and CorpGroup’s failure to provide material information about this fraudulent deal is not mere oversight, it is a critical part of the plan to pull off this wrongful transaction,” Ms. Barger continued. “Saieh, Itaú and CorpGroup cannot fulfill their disclosure obligations without revealing to the public that they made a backroom deal to secure short term liquidity, cash and long-term benefits for Saieh and CorpGroup.
“The facts are that the piecemeal and delinquent disclosures remain incomplete, and every new disclosure raises new issues or reveals additional misstatements,” Ms. Barger said. “CorpBanca, Saieh and Itaú still have not disclosed many documents that would allow minority shareholders to make informed decisions about the proposed combination. Nor have they done anything to correct their omissions and misrepresentations or to end this wrongful scheme. Simply put: Saieh and the Defendants made or permitted misleading statements and omissions that led to the Itaú Transaction on its current unfair and undervalued terms, without CorpBanca’s minority shareholders having the opportunity to take any steps to protect their interests. Shareholders of U.S.-listed companies deserve better.”
