Tag Archives: Board

T-Mobile, Sprint ready board committees to decide on merger: sources

(Reuters) – T-Mobile US Inc and Sprint Corp are laying the groundwork for special committees of their board of directors to decide on a merger between the third and fourth largest U.S. wireless carriers, according to people familiar with the matter.

FILE PHOTO: Smartphones with the logos of T-Mobile and Sprint are seen in this illustration taken September 19, 2017. REUTERS/Dado Ruvic/Illustration/File Photo

These board committees are important for the merger because T-Mobile and Sprint are majority owned by Germany’s Deutsche Telekom AG and Japan’s SoftBank Group Corp respectively, and could be left vulnerable to potential lawsuits from minority shareholders if they don’t establish independent mechanisms to review the deal.

Both T-Mobile and Sprint have formed committees comprising independent board directors to decide on whether the deal should be signed once the merger agreement has been finalized, which is currently expected in the next three weeks, the sources said.

The companies’ special board committees have also hired financial advisers to help them deliver fairness opinions, the sources added.

As with many all-stock mergers, T-Mobile and Sprint have decided there is no need to give their minority shareholders a vote on the deal, the sources said.

An alternative would have been to make the merger subject to approval by a majority of their minority shareholders. However, the companies’ advisers have determined this is not legally necessary, and could even jeopardize the deal were minority shareholders to organize against it, according to the sources.

Some T-Mobile minority shareholders believe Sprint should not be offered any premium for its shares, the sources said. However, T-Mobile and Sprint have tentatively agreed on a range for a stock exchange ratio which, even at its low end, would offer Sprint a modest premium to where its shares are trading currently, the sources added.

This could result in SoftBank and other Sprint shareholders holding close to 40 percent of the combined company based on where the shares are currently trading, the sources added. The exact share exchange ratio will be determined by looking at the volume-weighted average stock price of the companies over the last few months, one of the sources added.

T-Mobile’s and Sprint’s due diligence on each other is almost complete, and much of their focus now is on working out a business plan for the combined company, as well as an integration strategy, according to the sources.

Sprint and T-Mobile declined to comment, while Deutsche Telekom and SoftBank did not immediately respond to requests for comment. The sources asked not to be identified because the negotiations are confidential.

Reporting by Liana B. Baker in New York; Editing by Muralikumar Anantharaman

Our Standards:The Thomson Reuters Trust Principles.

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BSA releases rankings of global cloud policies – UK drops and US rises on leader board

A racehorse and jockey in a horse raceThe BSA | The Software Alliance has released its global ranking of cloud computing policies, assessing the cloud readiness and policies of the world’s 24 leading ICT economies, with the UK dropping down the leader board.

The UK dropped two places in the rankings to ninth, whereas Japan maintained its position at the top of the leader board, and the US improving its position coming in second place. The 24 countries ranked in the research account for roughly 80% of global ICT revenues. Each country is ranked depending on its strengths and weaknesses in seven policy areas; data privacy, security, cybercrime, intellectual property right, support for standards, promotion of free-trade and IT readiness & broadband deployment.

“It’s worrying to see the UK starting to fall behind other faster-moving nations in creating policies which enable cloud innovation,” said Victoria Espinel, CEO of the BSA. “It’s critical for global leading nations like the UK to be on the front-foot in creating robust policy frameworks fit for the digital age to prevent protectionism, so governments, businesses and consumers can benefit from the various benefits cloud computing offers. The report is a wakeup call for all governments to work together to ensure the benefits of the cloud around the globe.”

The UK scored particularly well when it came to intellectual property rights, security and IT readiness, where it ranked fourth, second and first respectively, but badly in the cybercrime valuation, coming in at number 21 out of 24. Within the other areas it hit the middle of the road, and while overall performance was not negative, the UK fell behind due to the speed and efficiency in which other nations are developing their policies.

In the cybercrime section, where the UK was particularly poor, the report highlighted while the UK was in general compatible with the Budapest Convention on Cybercrime, it has not yet implemented laws relating to misuse of devices, as required by Article 6 of the Convention. The report also stated outdated data registration laws are acting as a barrier to some cloud services, as businesses are required to register their data sets with the regulator, which seems to be an unnecessary burden.

Leaderboard

2016 BSA Global Cloud Computing Scorecard – click to enlarge

The US performed favourably across the majority of the ranking categories, particularly on support for industry standards (first), promotion of free trade (first) and IT readiness (third). The US has been recognized by the report as a particular advocate of free trade and harmonization, as well as standardization, as it “continued to remove barriers to international information technology (IT) interoperability”.

Data privacy was the area in which it performed the worst, where it stated there are no single privacy law in the US, as well as numerous policies which have the potential to create a complicated and confusing landscape. Current key sectoral privacy laws include the Federal Trade Commission Act, the Electronic Communications Privacy Act, the Health Insurance Portability and Accountability Act, the Fair Credit Reporting Act and the Telephone Consumer Protection Act.

The report also drew attention to the compatibility between the US with the privacy principles in the EU Data Protection Directive, of which there is little. According to the report “US organizations also have a range of voluntary options to ensure their data protection practices are compatible with the principles in the EU Directive”, though these are not backed up by government policy or legislation. This has been a point of discussion throughout the industry, following Safe Harbour being shot down, and its successor receiving criticism from certain corners of the EU.

Russsia privacy law

Russian Privacy Law – click to enlarge

While the report does outline progress in the development of IT and cloud policies throughout the world, it does also bring attention to several nations who have been demonstrating negative trends. Countries such as China and Russia have implemented policy which could be seen to inhibit the growth of cloud computing within their countries, by limiting the ability of cloud computing service providers to adequately move data across borders.

“The Scorecard shows that countries are eager to welcome cloud computing and its myriad economic benefits, and many of them are creating a favourable regulatory and legal environment,” said Espinel. “Unfortunately, the Scorecard also shows some countries are heading down a path of treating cloud computing as the next frontier of protectionism. The report is a wakeup call for all governments to work together to ensure the benefits of the cloud around the globe.”

Russia for example has implemented a legal requirement that data operators store the personal data of Russian citizens on servers based in Russia, as well as personal data information system (irrelevant of the simplicity of the database) must be certified by the Federal Service for Technical and Export Control (FSTEC). In turn this data can only be used on software and hardware which has also been approved by the FSTEC.

The BSA believes will have a negative impact on the company’s digital economy, stating “The local requirements are not compliant with generally accepted international standards, and Russia does not participate in the Common Criteria Recognition Agreement (CCRA).”


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