The week in GRC: Shell wins appeal against a landmark climate ruling and Norfolk Southern settles with activist investor

– Reuters (paywall) reported that Shell won an appeal against a landmark ruling that required the oil company to accelerate carbon reduction efforts. The ruling is a blow to campaigners who have turned to legal channels to pursue climate action. The appeals court in The Hague said Shell had a responsibility to reduce greenhouse gas emissions to protect people from global warming. But it dismissed the 2021 ruling that ordered Shell to cut its absolute carbon emissions by 45 percent by 2030 compared to 2019 levels, including those caused by the use of its products.

Friends of the Earth Netherlands, which brought the Dutch case in 2019, said it would continue its fight against large polluters but did not say whether it would launch a further appeal at the Netherlands' Supreme Court.

Shell CEO Wael Sawan said Shell believed the decision was ‘the right one for the global energy transition, the Netherlands and our company.’

– The Wall Street Journal (paywall) reported that The Walt Disney Company is considering fresh candidates in its search for a successor to CEO Bob Iger, including people from outside the firm, as the board and its newly named chair move to bring order to a closely watched process. The developments are a sign that incoming board chair and former Morgan Stanley CEO James Gorman, who starts his new role on Disney’s board in January, wants to explore a range of candidates. Disney said last month that it plans to name Iger’s replacement in early 2026, later than initially planned.

– CNBC reported that, according to people familiar with the matter, activist investor ValueAct has a $1 bn stake in Facebook parent Meta. The activist’s specific plans could not immediately be learned, but one of the people said ValueAct CEO Mason Morfit was supportive of Meta’s broader efforts to invest in AI.

ValueAct has a long history of investing in technology companies and is generally considered to be more constructivist and collaborative than some other activist firms.

Meta did not immediately respond to a CNBC request for comment.

–  Elliott Investment Management said Honeywell should split into two separate businesses, Reuters reported. Elliott said in a letter that it had built a stake worth more than $5 bn in Honeywell and that management should split the company into two standalone businesses focused on aerospace and automation.

‘Over the last five years, uneven execution, inconsistent financial results and an underperforming share price have diminished its strong record of value creation,’ Elliott said, while praising the company’s products and technology. Elliott has requested a meeting with the company.

Honeywell said it looks forward to engaging with the firm even though it had no prior knowledge of the investment.

–  The US Department of Justice (DoJ) sued to block UnitedHealth Group’s $3.3 bn acquisition of Amedisys, alleging that the deal would give the health-industry company too much power over the market for home health and hospice services, according to the WSJ. If the deal went through, Amedisys would become part of UnitedHealth’s Optum arm.

The DoJ’s move represents an effort to stem the rolling-up of different healthcare services under a single owner. UnitedHealth last year acquired one of Amedisys’s major competitors, LHC Group. UnitedHealth also owns the country’s largest health insurer, UnitedHealthcare.

‘Unless this $3.3 bn transaction is stopped, UnitedHealth Group will further extend its grip to home health and hospice care, threatening seniors, their families and nurses,’ Assistant Attorney General Jonathan Kanter said.

Optum and Amedisys said they remain committed to the merger. A spokesperson for Optum said combining the companies ‘would be pro-competitive and further innovation, leading to improved patient outcomes and greater access to quality care. We will vigorously defend against the DoJ’s overreaching interpretation of the antitrust laws.’

– CNBC reported that Denmark laid out a framework that can help EU member states use generative AI in compliance with the EU’s new AI Act. A government-backed alliance of major Danish companies launched the white paper, a blueprint that sets out ‘best-practice examples’ for how firms should use and support employees in deploying AI systems in a regulated environment.

The guide also aims to encourage delivery of ‘secure and reliable services’ by companies to consumers. Denmark’s Agency for Digital Government, the country’s central business registry and pensions authority ATP are among the founding partners adopting the framework. This includes guidelines governing how the public and private sector collaborate, deploying AI in society, complying with both the AI Act and General Data Protection Regulation, mitigating risks and reducing bias, scaling AI implementation, storing data securely and training staff.

– The WSJ reported that the European Commission fined Meta around $843 mn over allegations that the company tied its classified-ads platform to its flagship social network, undermining competition. The EU’s antitrust authority said Meta was ‘unilaterally imposing unfair trading conditions on other online classified-ads service providers who advertise on Meta’s platforms, in particular on its very popular social networks Facebook and Instagram,’ and effectively favoring its own service over competitors’. Meta’s terms allow it to leverage advertising data from those third parties to its advantage, it said.

Meta said it would appeal the fine. It denied using competitors’ data in a way that disadvantages them and said the company imposes safeguards to ensure it doesn’t do so. ‘This decision ignores the realities of the thriving European market for online classified listing services,’ the company said.

– According to Reuters, Norfolk Southern agreed to add an independent member to its board as it settled a battle with activist investor Ancora Holdings over the company’s governance. Ancora will withdraw its nomination of four candidates for election to Norfolk’s board, the company said. Earlier this year, the activist investor nominated seven directors to Norfolk’s board and urged the company to replace then-CEO Alan Shaw.

Ancora won three seats at the company’s AGM in May but Shaw remained as a director and kept his CEO position. Norfolk fired Shaw in September following an internal probe into allegations that he had violated the company’s ethics policies.

On Thursday, Norfolk said Ancora would now vote in accordance with recommendations made by the company’s board to shareholders at its 2025 AGM. ‘In our view, it’s a new day at Norfolk Southern following board refreshment, management enhancements and new leadership’s efforts to establish a disciplined and operationally led network,’ Ancora CEO Frederick DiSanto said.