SAN DIEGO, Jan. 05, 2026 (GLOBE NEWSWIRE) -- Royale Energy, Inc. (OTC: ROYL) (“Royale Energy” or the “Company”), an independent oil and gas exploration and production company with operations in California and Texas, today announced the appointment of Jonathan Gregory as Executive Chairman of the Board. Chris Parada will continue to serve as Independent Chairman of the Board. Mr. Gregory (age 61) brings extensive experience in energy finance, asset acquisition, corporate governance, and industry leadership. ...

Recent headlines about a major technology company’s board compensation have reignited a familiar, and often reflexive, debate: how much is too much? It is an easy question, and the wrong one. The more consequential issue for boards and shareholders alike is whether director compensation frameworks are still “fit for purpose” in a governance environment that has grown materially more complex, more adversarial, and more global. If board service has quietly evolved into a role that requires greater time, sha ...

Core Viewpoint - The portfolio managers of GAM-managed special situations funds are advocating for full transparency regarding the fairness analysis of the proposed tender offer by Samvardhana Motherson International (SAMIL) for Yutaka Giken, urging either the abandonment of the transaction or a significantly higher offer price to protect minority shareholders [1][2][4]. Summary by Relevant Sections Tender Offer Details - The tender offer premium for Yutaka Giken's shares is only 6.4%, significantly lower than the average premium of 28.7% observed in comparable transactions [3][8]. - The proposed offer price of ¥3,024 per share is viewed as inadequate, with the portfolio managers suggesting that a fair price should be at least 50-70% higher [19]. Valuation Concerns - The implied valuation from the tender offer is reported to be below Yutaka Giken's net cash of ¥42.2 billion, raising concerns about the fairness of the offer [3][12]. - The portfolio managers have highlighted that the tender offer price does not meet average premium levels seen in similar transactions, and no quantitative justification has been provided for the low premium [13][18]. Recommendations - The portfolio managers are calling for the publication of the fairness opinion and the underlying valuation work, including key assumptions used in discounted cash flow (DCF) analysis [7][14]. - They recommend reassessing the transaction to either withdraw it or secure a significantly higher price, noting that the current offer undervalues Yutaka Giken [4][19]. Market Reaction and Implications - Following the announcement of the tender offer, SAMIL's market capitalization increased significantly, suggesting that the acquisition is being viewed favorably by the market despite the low offer price [10]. - The transaction is seen as potentially damaging to the reputation of Japanese corporate governance, particularly regarding the treatment of minority shareholders [20]. Financial Metrics - Yutaka Giken's forecasted revenue for FY 3/26 is ¥162.0 billion, with an EBITDA margin of 9.5% [17]. - The tangible book value of Yutaka Giken is reported at ¥100.2 billion, indicating that the tender offer price represents a price-to-book ratio of 0.30x [17]. Conclusion - The portfolio managers express strong disappointment with the sale process, citing a lack of transparency and governance flaws, and emphasize the need for a fair valuation that reflects Yutaka Giken's intrinsic value [12][20].

Core Viewpoint - The Concerned Shareholders of Tuktu Resources Ltd. are advocating for the removal of the current Board of Directors and the reinstatement of the Former Executives, arguing that the Board's recent actions and proposed strategies are detrimental to the Company's long-term success and shareholder value [2][6][9]. Group 1: Shareholder Concerns - The upcoming Special Meeting is a pivotal moment for shareholders to choose between the current Board's narrative and the support for the Former Executives who have a proven track record in managing the Company's key assets [2][6]. - Approximately 31% of shareholders supported the Requisition to remove the Board, indicating significant discontent with the Board's direction and decisions [7]. - The Concerned Shareholders believe that the Board's Management Information Circular contains misleading statements regarding the Company's strategy and operational outcomes, which could obscure critical issues for shareholders [3][5]. Group 2: Board's Proposed Strategy - The Board's proposed strategy includes divesting uneconomic assets, reducing asset retirement obligations, and focusing on the Monarch Banff Oil Play, which the Concerned Shareholders argue lacks innovation and does not represent a strategic shift [5][29]. - The Concerned Shareholders assert that the Board's actions are merely standard practices rather than novel strategies, and that the proposed divestitures do not align with enhancing shareholder value [5][30]. - The Board's focus on the Monarch Banff Oil Play is criticized for being overly simplistic and not considering a comprehensive exploration strategy, which could lead to increased risks and reduced asset value [4][5]. Group 3: Technical and Financial Misrepresentations - The Concerned Shareholders highlight that the Board has overstated costs related to the 16-20 well by $2.3 million and misrepresented the communication and involvement of the Former Executives in strategic decision-making [11][26]. - The Management Circular inaccurately claims that the Former Executives were primarily focused on acquiring deep sour gas, while in reality, the Company’s only sour gas holdings are associated with oil assets at Monarch [28][30]. - The Concerned Shareholders emphasize that the reduction of Asset Retirement Obligations has always been part of the Former Executives' strategy and is not a new initiative as suggested by the Board [29][30].

Core Viewpoint - Halper Sadeh LLC is investigating potential breaches of fiduciary duties by officers and directors of Virtu Financial, Inc. which may affect shareholder rights [1] Group 1: Legal Actions and Shareholder Rights - Long-term shareholders of Virtu may seek corporate governance reforms, return of funds, court-approved financial incentives, or other benefits [2] - Shareholder involvement is crucial for improving company policies and enhancing shareholder value through better oversight [3] Group 2: Firm's Background and Services - Halper Sadeh LLC represents global investors affected by securities fraud and corporate misconduct, recovering millions for defrauded investors [4]

MONTEVIDEO, Uruguay, Dec. 23, 2025 (GLOBE NEWSWIRE) -- dLocal Limited (“dLocal”, the “company”, “we”, “us”, and “our”) (NASDAQ:DLO), a leading financial technology company powering payments across emerging markets, today announced it has completed the transition to a nine-person, majority independent Board of Directors, now comprising five independent members. Following through on the governance update shared in August during its second quarter earnings presentation, dLocal has appointed Paco Ybarra and Nel ...

Corporate governance reforms aimed at improving shareholder returns are helping to transform Japan into a hive of activity https://t.co/IKSl5864H3 ...

Highlights ISS concerns around Lifeway's governance, board practices and composition CHICAGO, Dec. 19, 2025 /PRNewswire/ -- Edward Smolyansky, largest individual shareholder of Lifeway Foods, Inc. (Nasdaq: LWAY), today drew attention to critical governance concerns identified by Institutional Shareholder Services ("ISS") in its recent proxy analysis. Mr. Smolyansky's full letter to the shareholders can be accessed here. In its report, ISS questioned Lifeway's approach to shareholder and proxy advisor engage ...

Octopus Titan VCT plc Update Statement on 2025 Annual General Meeting Voting Results At the Annual General Meeting of Octopus Titan VCT plc (the ‘Company’ or ‘Titan’), held on 19 June 2025, more than 20 percent of the votes were cast against the Board recommendation for Resolutions 2, 3 and 4; the resolutions for the approval of the Directors’ Remuneration report and the re-election of Jane O’Riordan and Lord Rockley respectively. Provision 4 of the AIC Code of Corporate Governance 2024 (the ‘Code’), states ...

Ben & Jerry’s has made changes to the corporate governance rules for its board, moves that will lead to the departure of its chair. The changes are intended “to preserve and enhance the brand's historical social mission and safeguard its essential integrity”, the US business said. Ben & Jerry's is now part of the new The Magnum Ice Cream Company, the publicly listed ice-cream business spun off by Unilever earlier this month. Ben Cohen, one of the co-founders of Ben & Jerry and who sold the business to ...