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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 - 2nd Edition 2022




Uniper SE: Like a wounded Dinosaur

Maybe everything would have turned out differently if Putin´s Blitzkrieg Strategy had been successful. The resistance of the people in Kiew not only saved them from this fate but also emphasized the particular risk in dealings with totalitarian systems.

At least Uniper now has a better idea of what kind of material the good profits in its gas business were made of. In June this year, the company withdrew its outlook for the financial year 2022 regarding the adjusted EBIT and adjusted net income. In addition, the company expected EBIT and adjusted net income for the first six months of 2022 to be significantly below the respective last year´s figures.

Uniper blames Gazprom for this misery. Since June 16th, 2022, Uniper has received only 40% of the contractually committed gas volumes from Gazprom. Consequently, Uniper had to procure substitution volumes at significantly higher prices. Since the company cannot yet pass on the resulting additional costs, it has to carry significant financial burdens. At the same time, Uniper warned of risks from the “geopolitical situation”, as well as the duration and scope of Russian gas supply restrictions. In particular, Uniper mentioned that gas price developments are difficult to assess at present. Amidst this background, Uniper entered into discussions with the German government on possible stabilization measures, including equity investments.

Political risks are always difficult to assess for outsiders. But the fact that Russia is at war with Ukraine should have been noticed in Essen by 2014 at the latest. The supply of gas from Russia has depended on the political goodwill of the Kremlin and its mastermind Putin. Two questions follow from this. What has Uniper´s management done to regionally diversify the gas supply and reduce the risk factor Russia, and how was this political risk presented to shareholders in the company´s reports? So that might become expensive, once the dust settled.


Allianz SE: “Hoffentlich Allianz-versichert!“

Allianz SE informed that its indirect subsidiary Allianz Global Investors U.S. LLC (AGI) has entered into settlements with the U.S. Department of Justice and the SEC in connection with the Structured Alpha “matter”. According to the resolution with the Department of Justice, AGI will plead guilty to one count of criminal securities fraud, and the SEC resolution establishes that AGI violated U.S. securities laws. These settlements fully resolve the U.S. governmental investigations of the Structured Alpha “matter” for Allianz.

The Statement of Facts accompanying the resolution states that the criminal misconduct was limited to a handful of individuals in the Structured Products Group of AGI who are no longer employed by the company and that the Department of Justice´s investigation did not otherwise find any knowledge of, or participation in, the misconduct at Allianz SE or any other entity of the Allianz Group.

Allianz SE also informed that it has signed a Memorandum of Understanding to enter into a long-term strategic partnership including a transition of AGI´s investment management activities with currently approx.. USD 120 billion in assets under management in scope to a new partner in the US. The transferred activities do not include any part of the Structured Products Group, which has previously been dissolved. As consideration for the transfer, Allianz Global Investors would receive a stake in the enlarged entity and long-term, global, cross-distribution agreements.

In connection with the settlements, AGI will pay a forfeiture of USD 174.3 million to the Department of Justice, and USD 675 million as a penalty to the SEC that may be used in some part as compensation for investors. Other monetary obligations addressed by the Department of Justice and the SEC have been or will be satisfied by the approximately USD 5 billion in compensation paid to Structured Alpha investors.


ADLER Real Estate AG: Another Opportunity missed

We have heard a lot from ADLER Real Estate in recent months. Even the last doubter should have understood by now: this company is still alive, and it is defending itself against the allegations made.

When assessing the effectiveness of measures implemented, one has to keep in mind that the governance structure of the group offers an ideal breeding ground for short sellers. The structure is complicated, intransparent, and full of unfinished corners. On the other hand, this is at least partly due to the company´s rapid growth, in which the optimization of parts was perhaps more important than the efficiency of the whole. Measures to improve the corporate structure, such as the planned squeeze out of the shareholders of ADLER Real Estate AG, are therefore particularly interesting for investors.

Adler Group S.A. submitted a formal request that an extraordinary general meeting of ADLER Real Estate shall resolve to transfer the shares of the minority shareholders to Adler Group for an appropriate cash settlement. Adler Group currently holds approximately 96.72% of ADLER Real Estate´s share capital. The extraordinary EGM is expected to be held towards the end of 2022.