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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.

VIPsight offers, every month:
transparent and independent current information / comments / facts and figures on corporate governance locally and internationally,

  • written by local CG experts,
  • selected and structured by the Club of Florence,
  • financed by its initiator VIP and other sponsors with a background of “Equity and Advisory” interests.

VIPsight International

Article Index

VIPsight - 3rd Edition 2021




Bechtle AG / Gesco AG: To one his Owl is to the other his Nightingale

Occasionally it's the little things on the side that provide food for thought. For example, Bechtle AG recently announced that its Supervisory Board approved the proposal submitted by the Executive Board to suspend the intended re-registration of the company under the corporate form of a SE, and to end any efforts in these regards. Shareholders were informed that pandemic-related restrictions made it impossible to conduct statutory in-person meetings to prepare the conversion, and that there is no certainty at this time as to whether in-person meetings within the required time frames will be once again possible in the coming months.

This is interesting, especially since Gesco AG informed just moments beforehand that its Boards resolved to transfer Gesco AG into an SE by way of a merger by acquisition. This transformation is to be achieved by merging wkk.1 Autovermietung AG, registered in Vienna, into Gesco AG, and changing the legal form into an SE. Shareholders will continue to hold the same number of shares, and there will be no increase in the total number of shares in Gesco AG, as the merger is to take place without any new shares being issued. The transformation requires that the Gesco AGM agrees to the merger plan, and it is planned that the AGM 2022 should address the proposal for the resolution.

It works, it doesn't work, or how else?


Adler Group SA: The Price of Opacity

In recent months, the Adler share has often been the focus of interest. This is due to an investor whose allegations triggered a sharp price slide and an increase in the share price volatility since. It goes without saying that the company resisted this and countered it with publications and swift actions. But despite all these efforts, the share price is still down, shareholders are unsettled, and the mud fight continues.

Does this mean that the critical shareholder is right with his allegations? Not at all. But he must have chosen a target suitable for a certain market strategy. Real estate companies need liabilities to grow. In a sector comparison, Adler has relatively high liabilities. On top of that, there is the complex structure of the Adler group. This is the result of the group history, with acquisitions, and the optimization of the structure from an operational perspective. Probably there are good reasons and explanations for the complexity. But even if every element may be formally correct, this does not mean that the sum of it means a good corporate governance from the shareholders' point of view.

A lack of transparency can become expensive if the shareholders no longer play along. And that is exactly what seems to have happened here. Then it doesn't matter whether the allegations are true or not. In retrospective, Adler was just a sitting duck that has now been hit. Of course, a company then needs to defend itself. But at the same time the attitudes of the shareholders have changed.

Therefore, from an operational point of view, the announcement of an extensive property sale at a sales price above the book value helping to substantially reduce liabilities is appreciated, but not identifying the buyer is like pouring oil on a fire as far as shareholders are concerned.