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

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

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Capital News


Busch starts a second round for Pfeiffer Vacuum Technology AG

Following an unsuccessful takeover bid by the Busch Group to the shareholders of Pfeiffer Vacuum Technology AG at EUR 96.20 per Pfeiffer share, Pangea GmbH (a company owned by the Busch Group) submitted a new offer on April 12th, 2017, with the intention of acquiring a controlling stake in Pfeiffer, offering EUR 110 per Pfeiffer share. On April 24th, 2017, the management board and the supervisory board of Pfeiffer issued their reasoned statement on the offer according to section 27 of the German Securities Acquisition and Takeover Act (WpÜG). Considering the history of the prior attempt, it came as no surprise that the advice by these bodies was a clear no!

The recommendation based on the findings of the boards – which are based on assessments by UBS Europe and Commerzbank – are such that the offer price is inadequate and the intended takeover of a controlling stake is not in the interest of the company and its shareholders.

Following the publication of the recommendation, Busch made clear that this is by far not the end of the story. Instead, the next round will most likely take place at the AGM. According to press articles, Busch plans to ask for individual discharge of the members of the supervisory board, claiming a conflict of interest of the chairman of the supervisory board based on activities of his law firm. So it is clear that the bid will be the main topic at the AGM on May 23rd, 2017 and a lively exchange of arguments should be expected.


Deutsche Börse plans implementation of a share buyback program

Following the announcement of the decision of the European Commission to prohibit the recommended allshare merger between Deutsche Börse AG und London Stock Exchange Group plc, the executive board of Deutsche Börse announced the plan to implement a share buyback program with a volume of around EUR 200M in the second half of 2017.

The program is subject to a resolution of the AGM of Deutsche Börse on May 17th, 2017. The company plans to use a part of the proceeds from the sale of the International Securities Exchange Holdings, Inc., which amounted to approx. EUR 1B, to finance the program.

While the share buyback seems to be in line with the policy of Deutsche Börse prior to the announcement of the intended merger with the LSE, discussions at the AGM are more likely to focus on concerns over the failed merger and a pending investigation into the CEO.