Shell, Europe’s largest energy company, said Monday that it was proposing to move its headquarters to Britain from the Netherlands and make major changes in its share ownership and tax status, including dropping “Royal Dutch” from its name.
The moves are intended to make the company, whose share price has lagged rivals, more appealing to investors, and they come less than a month after an activist investor, Daniel Loeb, suggested changes to the company’s structure. In the Netherlands, where Shell has an enormous presence, the government said it “very much regrets” the announcement.
In Britain, where the government has struggled to demonstrate that its separation from the European Union can provide a boost to business, the business minister, Kwasi Kwarteng, welcomed the shift as “a clear vote of confidence in the British economy.”
Among the changes announced by the company, top management including the chief executive, Ben van Beurden, would move to Britain, and the headquarters would be in London. The company’s current dual British and Dutch share structure would also be melded into a single share.
The changes will come up for approval at a general meeting of shareholders scheduled for Dec. 10.
The company said it would drop “Royal Dutch” from its name, noting that “the company anticipates it will no longer meet the conditions for using the designation.”
“The cabinet very much regrets that Shell wants to move its headquarters to the United Kingdom,” Stef Blok, the Dutch minister for economy and environment, said in a statement. He added that the government was “in conversation” with Shell’s top management about the consequences for jobs and investment decisions.
The proposed changes appear to be an effort by management to enhance the appeal of the company’s shares as Shell, now based in The Hague, tries to navigate the difficult transition to cleaner energy from fossil fuels. Jessica Uhl, Shell’s chief financial officer, said recently that the company had not done well at explaining its strategy to investors.
Such shortcomings were highlighted recently in a letter that Mr. Loeb, the chief executive of Third Point, a New York-based fund management firm, wrote to investors. Mr. Loeb said that Shell lagged rivals like Exxon Mobil and Chevron in share price performance despite having a “higher quality and more sustainable business mix” and called for a breakup of the firm into renewable energy and legacy oil units.
Third Point has taken a stake in Shell worth about $750 million, according to a person familiar with the matter.
Shell appears to be trying to address such concerns. In a news release Monday, Shell said a single share structure would be “simpler for investors to understand and value.” And in a letter to shareholders, Shell’s board said that the new legal structure would make it easier to sell assets and even to break up the company, although it said such a move was not “under active consideration.”
The new set up would remove a limitation that Shell has faced when it offers share buybacks.
Under arrangements dating to 2005, Shell has class A shares, which are subject to a Dutch withholding tax on dividends, and B shares, which are not. Dividends to the two classes of shareholders are paid from profits generated by separate business groups. In practical terms, this situation means that the company can buy back only class B shares, limiting the size of the pool, while management must be careful not to sell assets that might constrain funding for the B share dividends.
The company said that the new arrangement would allow it to accelerate share buybacks by creating a larger pool of shares available for them.
Many analysts welcomed the proposals, although the move could result in the company owing taxes of up to $400 million to the Netherlands, Shell estimates.
“It removes a disadvantage” Shell has faced versus rival companies, Oswald Clint, an analyst at Bernstein, a market research firm, wrote in a note to clients on Monday. Shell’s share price rose about 1.5 percent in trading on Monday.
Although Shell said in its news release that it would “continue to be a significant employer with a major presence in the Netherlands,” the company’s management has been frustrated with the Dutch authorities in recent years, including over taxes. The government has been gradually shutting down the huge Groningen natural gas field, operated by a joint venture between Shell and Exxon Mobil, in the northern Netherlands because of earthquakes, and a Dutch court earlier this year ordered Shell to sharply reduce its worldwide emissions.
Shell is moving to meet some parts of the court ruling, but the company is appealing. A move away from the Netherlands “would make it harder to claim that the Dutch Court has jurisdiction,” analysts at Jefferies, an investment bank, wrote in a note to clients on Monday.
But Shell’s board said the proposals would have “no impact on legal proceedings” related to the court decision.
Peer de Rijk, a campaigner for Friends of the Earth Netherlands, which led the court case, said the corporate shift would not affect the court’s ruling, adding, “The verdict clearly states that they have to start moving, and this is still the case.”
Shell’s move back to London is another twist in a long Anglo-Dutch saga. Founded in London in the 19th century by a trader named Marcus Samuel, whose father sold boxes decorated with seashells, Shell was largely taken over in the early 20th century by another rising oil company called Royal Dutch, whose roots were in Asia.
The British and Dutch operations, known as Shell Transport and Trading and Royal Dutch Petroleum, operated more like a partnership until 2005, when they merged under the Royal Dutch Shell banner with headquarters in The Hague. Now the pendulum appears to be swinging back again toward Britain.
Claire Moses contributed reporting.
WeWork reported its first quarterly results as a public company on Monday, revealing that its co-working business is still racking up big losses and hemorrhaging cash.
But WeWork pointed to an uptick in customer leasing activity in the quarter as evidence that it is positioned to do well in office-space markets that have been upended by the pandemic.
WeWork, which became public through a merger last month with a special purpose acquisition company, or SPAC, reported a net loss of $802 million in the third quarter, an improvement on the loss of $941 million in the same period a year ago. WeWork’s revenue, however, declined to $661 million in the latest third quarter, from $811 million in the year-earlier period. The company reduced its loss by cutting its expenses significantly.
WeWork leases huge amounts of office space and then charges its customers — large companies, small businesses and individuals — to use it. Customers might prefer being in a WeWork space because the lease agreements are shorter than for traditional office space, allowing for more flexibility. But the drawback for WeWork is that its customers can move out on short notice.
WeWork was on the brink of bankruptcy in 2019 after it decided to call off an initial public offering, but the company was bailed out by SoftBank, the Japanese conglomerate that is now its largest shareholder. In the debacle, Adam Neumann, a co-founder, stepped down as chief executive and left the company, but remains a shareholder. Mr. Neumann spoke about his role in the imbroglio last week.
WeWork’s operations consumed $1.5 billion of cash in the first nine months of this year, but it appears to be slowing the cash drain. In the third quarter of this year, its operations used $380 million of cash, less than the $618 million it spent in the second quarter. After the SPAC merger, WeWork had $1.3 billion of cash on its balance sheet.
The work-from-home trend ushered in by the pandemic has prompted many companies to curb their appetite for office space under traditional leases. WeWork hopes that these companies will use its space when they do want workers to get together. And in the third quarter, physical memberships, which give customers access to WeWork spaces, jumped to 432,000, up from 386,000 in the second quarter, though the latest number was still below the 480,000 in the third quarter of last year.
An earlier version of this article misstated the period in which WeWork used $618 million in cash. It was the second quarter of this year, not the third quarter of 2020.
The U.S. Court of Appeals for the Fifth Circuit on Friday upheld its stay of the Biden administration’s vaccine mandate, ruling that the requirement “grossly exceeds” the authority of the Occupational Safety and Health Administration.
The decision highlighted the legal and political questions surrounding the debate over the mandate, the DealBook newsletter reports.
Critics of the ruling said it was driven by the court’s highly conservative leanings. That comes in part from the court’s issuing an opinion despite the Justice Department asking it to wait for a lottery to choose a venue for the consolidated case of pending lawsuits against the mandate. Rick Hasen, a legal scholar at the University of California, Irvine, called the appellate court’s decision “pretty radical and anti-science.”
The broader legal question is whether OSHA proved the existence of grave danger, which is required to enact the rule.
The Fifth Circuit says no, arguing that the mandate was based on “a purported ‘emergency’ that the entire globe has now endured for nearly two years, and which OSHA itself spent nearly two months responding to.” It drew a distinction between the coronavirus and other workplace threats, like toxic materials in a building, saying the coronavirus was “both widely present in society (and thus not particular to any workplace) and non-life-threatening to a vast majority of employees.”
The Biden administration says yes. It has highlighted the “significant exposure and transmission” of the coronavirus that occurs in workplaces, including “numerous workplace “clusters” and “outbreaks.” Delaying the mandate, it argued, “would likely cost dozens or even hundreds of lives per day.” The American Medical Association, which represents the nation’s doctors, filed a friend-of-the-court brief supporting the government.
The lottery to pick the court overseeing the consolidated litigation against the mandate will take place on Wednesday. Both sides have been playing their odds: Lawsuits have been filed in at least 11 circuit courts.
Still, the case is likely to make its way up to the Supreme Court, which Carl Tobias of the University of Richmond Law School said might have been the appellate court’s intended audience.
Rocketing inflation has become a headache for U.S. consumers, and President Biden has a go-to prescription: a $1.85 trillion collection of spending programs and tax cuts that is languishing in the Senate.
They generally accept his argument that in the long run, the bill and his infrastructure plan could make businesses and their workers more productive, which would help to ease inflation as more goods and services are produced across the economy.
But many researchers, including a forecasting firm that Mr. Biden often cites to support the economic benefits of his proposals, say the bill is structured in a way that could add to inflation next year, before prices have had time to cool off.
The extent to which Mr. Biden’s $1.85 trillion bill exacerbates inflation largely depends on how much it stimulates the economy and whether Americans increase their spending as a result of the legislation — and when all of that occurs.
Many economists say it could create a short-term stimulus because the plan is structured to raise money gradually by taxing wealthier Americans, who are less likely to spend each additional dollar they have, and redistribute it quickly to people who earn less and are more likely to spend newfound cash.
“According to the economic experts, this bill is going to ease inflationary pressures,” the president said on Wednesday.
Still, the 17 Nobel Prize-winning economists that the White House regularly cites have specified that capacity improvements will ease inflation over time rather than imminently.
“Because this agenda invests in long-term economic capacity and will enhance the ability of more Americans to participate productively in the economy,” they wrote, “it will ease longer-term inflationary pressures.”
President Biden’s economic measures are drawing more complicated reviews when it comes to its immediate effect on inflation. READ THE ARTICLE →
For decades, Nielsen has been the research firm of choice for gauging the behavior of viewers, and the major entertainment companies have used its data to set the price of commercial time and to decide which shows to extend for another season and which ones to cancel.
But the pandemic threw Nielsen into a crisis. With millions more people than usual working from home, there were complaints that Nielsen’s numbers were low. The company conceded in May that it had undercounted total television use — people watching shows or playing video games — for February by as much as 6 percent.
Now the television industry is looking for other options, Tiffany Hsu reports for The New York Times.
In September, ViacomCBS said it would allow advertisers to use VideoAmp Metrics as an alternative to Nielsen.
This month, Univision chose another Nielsen rival, Comscore, to measure TV viewership in three cities.
On Tuesday, NBCUniversal plans to host a forum to discuss alternative ways to measure its audience. Representatives of major advertising agencies, industry trade groups and companies including Ford Motor, L’Oreal and Pfizer are expected to attend.
NBCUniversal is also sifting through proposals from 80 measurement companies, Nielsen among them, to create new methods for quantifying viewers.
“One company with one metric and one currency is probably unlikely in the future,” said Linda Yaccarino, the head of global advertising and partnerships at NBCUniversal. “We’re very, very bullish on the fact that all key stakeholders have jumped in and said, ‘We need to come together.’”
David Kenny, Nielsen’s chief executive, has admitted to mistakes while also pushing back against some of the criticism. “There are always challenges when there are big technological changes in media,” he said. “Any big change every 10 years or so is going to result in some noise. That comes with the territory and, I think, is what’s happening now.”
TV executives claim Nielsen uses antiquated technology that hasn’t kept up with viewers who have moved away from cable and network TV. READ THE ARTICLE →
Erin Griffith (@eringriffith) and Erin Woo (@erinkwoo), two of our tech reporters, are covering the trial of Elizabeth Holmes, who dropped out of Stanford University to create the blood testing start-up Theranos at age 19 and built it to a $9 billion valuation and herself into the world’s youngest self-made female billionaire — only to flame out in disgrace after Theranos’s technology was revealed to have problems.
Wrapping up. That’s all the blood for the week. Next week we’re going all five days! 🩸🩸🩸🩸🩸🩸🩸🩸🩸🩸🩸🩸🩸
This is why boilerplate exists! It can (and will) be used as a weapon in court.
Twice in a row, Eisenman goes on a rant that “this is what they call a boilerplate as you know” and Judge Davila cuts him off, telling him to answer the question asked. “I’m trying,” Eisenman says.
Downey pulls up Eisenman’s investment agreement with Theranos which contains a legal disclaimer saying the company made “no assurances” it would ever go public. Eisenman pushes back that Holmes told him Theranos was talking to Morgan Stanley about an IPO in the next year.
Eisenman: “Can I ask you what a ‘service frame agreement’ is? I don’t know what that means” Downey: “You cannot.”