Trump himself will wield U.S. Steel ‘golden share' superpowers

Japan Times

a day ago

U.S. President Donald Trump will personally exercise a degree of control over United States Steel, now 100% owned by Japan's Nippon Steel.
In a June 18 filing to the U.S. Securities and Exchange Commission, the American steelmaker disclosed that Trump is empowered with special "golden share" authorities while he is in office, or he can grant those rights to another person.
After he leaves office, those powers will devolve to two executive branch departments — the Department of Commerce and the Department of the Treasury — giving future U.S. presidents the same degree of control over the company but indirectly exercised.
The golden share allows the holder to overrule certain corporate decisions that could significantly change U.S. Steel and its business, and make certain appointments, although the full terms of the golden share have not been made public.
Nippon Steel finalized the acquisition of U.S. Steel last week , following an 18-month battle that involved two national security reviews, an outright rejection by one U.S. president and a subsequent order to reverse that decision made by another president.
In exchange for Trump's blessing, the companies signed a national security agreement with the U.S. government, under which a golden share is issued.
'Pursuant to the NSA, and through its ownership of the golden share, the U.S. government will have certain rights with respect to non-ordinary course matters with respect to U. S. Steel, including relating to governance, domestic production and trade matters,' the disclosures read, referring to the National Security Agency.
Without the president or his designee's written consent, the following is prohibited: changing U.S. Steel's company name; moving the company headquarters from Pittsburgh or changing the company's domicile to a jurisdiction outside of the U.S.; reducing, waiving or delaying capital investment outlined in the agreement; or idling U.S. Steel plants, barring certain conditions.
While certain exceptions apply, U.S. Steel is also prohibited from: acquiring U.S. businesses that compete with it or its suppliers, accepting direct financial assistance from the Japanese government, and making changes to existing raw material and steel sourcing strategies.
A pricing mechanism is outlined in the SEC disclosure that prevents the company from selling its output below certain benchmarks.
The golden share, which is nontransferable and does not come with dividends, grants the president the right to appoint and remove one independent U.S. Steel director, according to explanatory material published by Nippon Steel last week.
Nippon Steel maintains that while the restrictions may look harsh on paper, they do not affect the parent company's ability to exercise control over U.S. Steel.
'We have secured the necessary management flexibility and profitability essential for business investment, and we recognize this agreement as fully satisfactory for our company,' Nippon Steel Chairman and CEO Eiji Hashimoto said at a news conference last week.
Some Nippon Steel shareholders have expressed misgivings.
At the company's annual shareholders meeting on Tuesday, four out of nine questions raised were about U.S. Steel, according to the company.
A total of 1,257 shareholders attended the meeting, almost double the previous year.
Shareholders voiced concerns about how the company plans to fund its pledged investment in U.S. Steel and its ability to operate free of political interference, the Nikkei reported on Tuesday.
Nippon Steel shares are down 13.9% year to date and 20.0% over the past year while the Nikkei 225 has traded about flat over those time periods.