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TheCorporateCounsel

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A basis for research and practical guidance focusing on federal securities laws, compliance & corporate governance.

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DealLawyers.com

An educational service that provides practical guidance on legal issues involving public and private mergers & acquisitions, joint ventures, private equity – and much more.

CompensationStandards

CompensationStandards.com

The “one stop” resource for information about responsible executive compensation practices & disclosure.

Section16.net

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Widely recognized as the premier online research platform providing practical guidance on issues involving Section 16 of the Securities Exchange Act of 1934 and all of its related rules.

PracticalESG

PracticalESG.com

Keeping you in-the-know on environmental, social and governance developments

Last week, Hindenburg Research published a scathing 100+ page report on India’s Adani Group – a complex industrial conglomerate that is one of India’s largest companies. Hindenburg’s website says they (referring to Hindenburg itself):

“… specialize[] in forensic financial research. Our experience in the investment management industry spans decades, with a historical focus on equity, credit, and derivatives analysis. 

While we use fundamental analysis to aid our investment decision-making, we believe the most impactful research results from uncovering hard-to-find information from atypical sources. In particular we often look for situations where companies may have any combination of: 

  • Accounting irregularities 
  • Bad actors in management or key service provider roles 
  • Undisclosed related-party transactions 
  • Illegal/unethical business or financial reporting practices
  • Undisclosed regulatory, product, or financial issues”

You probably remember their name in relation to EV manufacturer Nikola. It was Hindenburg’s research and claims of fraud that ultimately put Nikola on the SEC’s radar screen, leading to a $125 million fine for the company and criminal charges against the company’s former CEO. Hindenburg’s “About Us” page includes a list of their track record.

It is fair to say they have some street cred.

Concerning Adani, this article in The Indian Express provides a summary of Hindenburg’s claims, Adani’s 413-page counter and Hindenburg’s reply to Adani’s counter which included these comments:

“‘In terms of substance, Adani’s response only included about 30 pages focused on issues related to our report,’ Hindenburg said on Adani’s response… ‘Our report asked 88 specific questions of the Adani Group. In its response, Adani failed to specifically answer 62 of them. Instead, it mainly grouped questions together in categories and provided generalised deflections,’ the research house said… ‘we note that the core allegations of our report – focused on numerous suspect transactions with offshore entities – were left completely unaddressed…'”

We don’t have a dog in this hunt either way, but given Hindenburg’s track record, this dog may be on to a scent trail of failed corporate governance and fraud. On the other hand, Hindenburg is a short-seller and has incentive to drive the stock price down – something they have successfully done already to the tune of $65 billion as of yesterday morning. We’ll be watching this one closely.

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The Editor

Lawrence Heim has been practicing in the field of ESG management for almost 40 years. He began his career as a legal assistant in the Environmental Practice of Vinson & Elkins working for a partner who is nationally recognized and an adjunct professor of environmental law at the University of Texas Law School. He moved into technical environmental consulting with ENSR Consulting & Engineering at the height of environmental regulatory development, working across a range of disciplines. He was one… View Profile