The company concerned is Agria Corporation. Several months after a successful IPO, a board member and the key executive in the on-shore operating company in mainland China demanded more money and company shares and threatened resignation if the demands were not met. The board learned of this, and was faced with two important decisions. First, whether or not to agree to the demands, given that this executive may be very difficult to replace. Second, what should be disclosed to the public and when should this disclosure be made. Given the unstable group corporate structure of this on-shore Chinese company, the situation could easily and dramatically affect the share price, and even spread to similarly structured, US listed, mainland Chinese companies.
- Understand the challenges of balancing disclosure obligations with share price and investor confidence.
- Identify and discuss the fiduciary duties and corporate governance responsibilities of the Board in addressing the executive's demands.
- Analyze various strategies for dealing with urgent and complicated corporate governance issues for public companies in general, and foreign-based, similarly structured companies like Agria Corp..