Exxon to Offer Benefits to Same-Sex Couples in U.S.

The company says it will recognize "all legal marriages" when it determines eligibility for health care plans for the company's 77,000 employees and retirees in the U.S.

That means if a gay employee has been married in a state or country where gay marriage is legal, his or her spouse will be eligible for benefits with Exxon in the U.S. as of Oct. 1.

Exxon, which is facing a same-sex discrimination complaint in Illinois, said it was following the lead of the U.S. government. In June, the U.S. Supreme Court struck down the Defense of Marriage Act, which had allowed states to refuse to recognize same-sex marriages granted in other states. In recent months, federal agencies have begun to offer benefits to legally-married same sex couples.

"We haven't changed our eligibility criteria. It has always been to follow the federal definition and it will continue to follow the federal definition," said Exxon spokesman Alan Jeffers in an interview.

Jeffers said the company offers benefits to same-sex couples in 30 countries, consistent with local laws.

But Exxon has been criticized for declining to offer same-sex benefits or explicitly ban discrimination against gay and transgender workers at a time when many other big companies, including rival oil companies, have done so.

In a ranking this year of corporate anti-discrimination policies to protect gay, lesbian and transgender workers by the Human Rights Campaign, a national gay-rights group, Exxon ranked last.

The company is being is facing a complaint in Illinois for allegedly discriminating against a gay job applicant. Exxon says the complaint is without merit.

Tico Almeida, founder and president of Freedom to Work, a gay-rights group involved in the Illinois case, commended Exxon for changing its benefit policy, but criticized the company for "dragging its feet."

"It's a shame Exxon waited until after the Labor Department issued official guidance explaining that their old policy does not comply with American law," Almeida said.

Jonathan Fahey can be reached at http://twitter.com/JonathanFahey .

DealBook: Koch Brothers Make Offer of $7 Billion for Molex

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DealBook: Dell Won’t Alter Voting Rules on Buyout Offer

Vivendi Declined SoftBank’s Lucrative Offer for Universal

SoftBank, a Japanese phone carrier, made its bid to Vivendi’s board about three months ago, according to this person, who spoke on the condition of anonymity. Spokesmen for Vivendi and Universal declined to comment, and representatives of SoftBank could not be reached Thursday afternoon. The news of the offer was previously reported by The Financial Times.

Vivendi has been under pressure from shareholders to sell assets or split, and while the company has tried to refocus itself around its media divisions, which include Universal, the video game company Activision Blizzard and the film and television company Canal Plus Group, it has had difficulty selling off telecoms. Vivendi canceled the sale of GVT, its Brazilian telecommunications unit, after failing to find a satisfactory price, and it is in the midst of selling its majority share of Maroc Telecom to Emirates Telecommunications, known as Etisalat.

SoftBank is buying Sprint Nextel for $21.6 billion, a deal that has been approved by Sprint’s shareholders but still needs the blessing of the Federal Communications Commission.

The bid for Universal underscores the attractiveness of large music and media catalogs in the digital age, even as record companies struggle to replace revenue from lost CD sales. Consumers are increasingly turning for their entertainment to streaming services like Spotify and Netflix, which sell access to music or movies and rely on licensing deals with media companies.

Universal is the world’s largest music company, with hundreds of artists including Kanye West and U2. In late 2011 it paid $1.9 billion for the recorded music assets of EMI, although European regulators demanded that Universal sell about a third of EMI, along with other assets; this month Vivendi reported that those sales raised about $850 million.

Last year Universal had $6 billion in revenue, and $694 million in earnings before interest, taxes and amortization.

The bid for Universal also comes as Sony faces pressure from Daniel S. Loeb, an American hedge fund mogul, to sell its entertainment arm, which includes Sony Music Entertainment, Universal’s biggest competitor. So far Sony has rebuffed those demands.

Analysts expressed disappointment that Vivendi’s board did not accept SoftBank’s offer. Allan C. Nichols, a telecommunications analyst at Morningstar, valued Universal at about $5.8 billion after its EMI deal closed last year; Sanford C. Bernstein & Company’s estimate is $6.3 billion. “I think it’s crazy to have had that size offer and not taken it,” Mr. Nichols said. “It’s a shame for shareholders.”

U.S. Retailers Offer Safety Plan for Bangladeshi Factories

The proposal calls for the retailers to inspect the estimated 500 factories that the American companies use within 12 months, and then develop plans to fix any substantial safety problems that are found, one official involved in the planning said.

Under the effort, called the Alliance for Bangladesh Worker Safety, the participating companies would contribute money — from a modest amount up to $1 million a year, depending on the level of business each does in Bangladesh. This would create a total fund of $40 million to $50 million during the plan’s five years.

While details of the proposal have yet to be fleshed out, it differs from the European-dominated plan in the way the participants take responsibility for safety violations. The Europeans pledge to ensure that there are funds to fix serious fire and building safety problems in any of the factories they use in Bangladesh.

Under the American plan, there is talk of “shared accountability” – the companies would work closely with the factory owners, the government of Bangladesh and various governments and aid agencies to figure out ways to finance safety improvements. If serious safety problems were found at a factory, the plan’s director would inform the Bangladesh government, the factory owner and what the group calls the factory’s “worker participation committee,” a group to be elected by a factory’s workers.

The American retailers plan to develop a common safety standard for the factories by October and to create a clearinghouse to share information among themselves about which factories have been approved for production and which need safety improvements. One retail executive said the American companies would pledge $100 million in loans and other financing to upgrade safety in Bangladesh’s apparel industry.

The 70 companies in the European-dominated effort announced details of their plan on Monday, saying they would have all of the factories they use in Bangladesh inspected within nine months and would have remediation plans developed for those with safety problems. They pledged “to ensure that sufficient funds are available to pay for renovations and other safety improvements.”

Bangladesh is the world’s second-largest apparel exporting nation, after China; Europe buys about 60 percent of its exports and the United States around 25 percent.

The chief executives in the alliance made a joint statement Wednesday, saying: “The safety record of Bangladeshi factories is unacceptable and requires our collective effort. We can prevent future tragedies by consolidating and amplifying our individual efforts to bring about real and sustained progress.”

The beginning of the American effort was announced in May, as Walmart, Gap and other American retailers felt pressure to act because the European-dominated accord was gathering momentum and because of the outcry to do more to ensure safety after 1,129 workers died in a factory building collapse in Bangladesh in April.

The plan announced Wednesday includes J.C.?Penney, Carter’s and the Children’s Place and was reached with the help of the Bipartisan Policy Center and two former United States senators from Maine, George Mitchell and Olympia Snowe.

Supporters of the European-dominated plan, known as the Accord on Fire and Building Safety in Bangladesh, have pre-emptively criticized the American plan, saying it would achieve less in improving safety because the companies have made a less ambitious commitment to finance safety upgrades. Several American companies have joined the European-dominated plan, including Abercrombie & Fitch and PVH, the parent company of Calvin Klein and Tommy Hilfiger.

Critics have faulted the American effort for not including the views of unions or workers in their plan. The Bipartisan Policy Center had invited several labor rights groups to attend a meeting to give their views, but the labor groups boycotted, seeing the American effort as one that was undercutting the European-dominated plan.

DealBook: Michael Dell Defends His Leveraged Buyout Offer

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DealBook: Dish Says It Won’t Submit a New Offer for Sprint

Andrew Kelly/ReutersA Sprint store in New York.

Dish Network said on Tuesday that it would not submit a new takeover bid for Sprint Nextel ahead of a deadline imposed by the company and would instead focus on its bid for a stake in Clearwire, a smaller wireless operator. That appeared to leave Sprint free to complete the sale of a majority stake to SoftBank of Japan for $21.6 billion.

In a statement, Dish said that it still saw merit in a merger with Sprint, which would help it move into cellphone service. But conditions imposed by Sprint’s revised bid with SoftBank made it “impracticable” to put together a counter bid ahead of the 11:59 p.m. deadline.

Among those requirements, which Dish criticized as “extreme deal protections,” were a shareholder rights plan that limited outside investors other than SoftBank from owning more than 17 percent of Sprint and a demand that any rival bid have fully committed financing.

“We will consider our options with respect to Sprint, and focus our efforts and resources on completing the Clearwire tender offer,” Dish said in a statement. Representatives for Sprint and SoftBank did not have immediate comment.

The revised proposal with SoftBank made it more difficult for Dish to compete. One of Sprint’s biggest shareholders, the hedge fund Paulson & Company, has publicly lent its support to the offer.

While Dish may still be weighing a last-minute way to stymie SoftBank, it has a stronger path to victory by pursuing its bid for Clearwire. Last week, Clearwire endorsed Dish’s offer to pay $4.40 a share, switching from Sprint’s proposal of $3.40 a share.

While Dish cannot buy all of Clearwire — Sprint already owns about 50 percent, and is set to raise that stake to about 65 percent through agreements with other big shareholders — it stands to gain a significant say in the governance of the company. And it will have additional leverage with Sprint.

That matter is not resolved yet. Sprint sued Dish and Clearwire in Delaware’s Court of Chancery on Monday in an effort to block their deal, contending that the transaction violates an existing shareholder rights agreement.

Employment: Non-Compete Not Required in Offer Letter, Justices Rule

Finding a Pennsylvania man's offer letter of employment to be nonbinding, the state Supreme Court has validated a non-compete agreement he signed even though the non-compete was not expressly referenced in the offer letter.

DealBook: Dole Food Receives Unsolicited Takeover Offer From C.E.O.

Saul Loeb/Agence France-Presse — Getty ImagesDole reported revenue of $4.2 billion last year.

6:49 p.m. | Updated
The chief executive of the Dole Food Company made an unsolicited bid for the fruit and vegetable producer on Tuesday, hoping to take the company private after years of middling performance.

The executive, David H. Murdock, has offered $12 a share for the 60 percent of Dole that he does not already own, valuing the company at almost $1.1 billion. His bid is 18 percent above the company’s closing price on Monday.

In a statement, Dole’s board said that it would review Mr. Murdock’s proposal. The executive said that he hoped to secure an agreement by the end of July.

Shares of Dole closed Tuesday at $12.46, up 22 percent and above the offer price. That suggests investors are betting that Mr. Murdock will need to raise his bid.

The surprising proposal by Mr. Murdock, a self-made billionaire who turned 90 two months ago, is the latest chapter in the long history of Dole, the company that introduced Americans to Hawaiian pineapples in the 19th century.

Dole traces its roots to missionaries who ventured to the Hawaiian islands and established Castle & Cooke, which eventually became one of the most powerful agricultural concerns in the region and a force in local politics.

But the company began to falter in the 1950s and neared collapse by 1985, when Mr. Murdock bought Castle & Cooke and revived its fortunes. Among its fastest-growing businesses was Dole, named for its founding family, which became one of the world’s biggest sellers of fresh fruit and vegetables.

Dole separated from its historical parent in 1996, and seven years later Mr. Murdock agreed to buy it for $2.3 billion. It went public again in 2009, in an offering that valued it at $1.1 billion.

Based in Westlake Village, Calif., Dole had about 34,800 employees as of the end of 2012.

Since that initial public offering, however, Dole has cast about for ways to bolster its profitability. In September, Dole said it would sell its packaged foods and Asian fresh fruit businesses to the Japanese trading house Itochu Corporation for $1.7 billion. The sale was completed in April.

The business has proved volatile, subject to unexpected bouts of bad weather that have weighed on earnings. Last year, it lost $144.5 million, while sales declined 11 percent, to $4.25 billion.

And last month, Dole reported a 22 percent decline in its first-quarter nonadjusted pretax profits, to $34.2 million, compared with the period a year earlier.

To Mr. Murdock, the company’s current slump may be just one more obstacle to overcome, as part of a life full of hurdles. A school dropout who was homeless after leaving the Army, he began amassing his wealth through a career in real estate development in the Southwest.

He later turned to investments, culminating in the takeover of Castle & Cooke. That company remains a major real estate developer with holdings throughout the country.

Among Castle & Cooke’s holdings until recently was the Hawaiian island of Lanai. Mr. Murdock sold it to Lawrence J. Ellison, Oracle’s chief executive, for several hundred million dollars.

Mr. Murdock has parlayed that career into great wealth. Forbes estimated his fortune at about $2.4 billion as of March, ranking him No. 613 on its billionaires list.

Beyond investing, he has pursued a number of other preoccupations, notably health. The billionaire was instrumental in the construction of a large nutrition research facility in North Carolina dedicated to the proposition that a largely plant-based diet is the key to longevity.

Deutsche Bank is advising Mr. Murdock on the takeover deal.

DealBook: Buyout Offer Brings China Into the Orbit of Club Med

Club MedThe Club Med Guilin is the company’s second resort location in China. The first is in Yabuli.

7:52 p.m. | Updated

Fewer “crazy signs.” More karaoke.

That could be the future for Club Med, the French resort operator, which said Monday that it had received a $700 million buyout offer led by its two largest shareholders, an investment unit of the French insurer AXA and a Chinese conglomerate called Fosun International.

The proposed deal gives a Chinese company an unusually visible role in the acquisition and development of a prominent Western brand, which was founded in 1950 by a Belgian water polo player and for years defined the packaged exoticism of beach vacations for Europeans and North Americans. Now, though, the ascent of the Chinese tourist is helping reshape the world’s idea of the ideal getaway.

Club Méditerranée has long been known for the blend of escapist fun and Frenchness in its vacation formula — including the staff’s frequent performance of synchronized, heavily gesticulated dance moves set to pop music.

With Chinese co-ownership, Club Med cannot help becoming a bit less French. It has been hit hard by the euro crisis, during which its name has been borrowed by economists as an epithet for the debt-ridden and austerity-ravaged countries of Southern Europe.

Club Med is looking to emerging markets, especially China, for new customers and new resorts, which it calls villages.

“We have to accelerate our growth in emerging markets, the largest of which is China,” Henri Giscard d’Estaing, chief executive of Club Med, said by telephone on Monday. “That takes time, and you need shareholder and management stability. The goal of this agreement is to provide that stability.”

Club Med ventured into China in 2010, opening a village at a ski resort called Yabuli, in the northeastern province of Heilongjiang. Since then Club Med has added a second Chinese village, in the southern city of Guilin, known for its unusual, tombstone-shaped peaks.

At Yabuli, which attracts mostly domestic visitors, Club Med has adapted its entertainment offerings to suit local tastes, adding karaoke evenings, for example. Mah-jongg tables have replaced the poker and bridge tables, or Scrabble boards, at other Club Med villages.

China overtook the United States two years ago as the world’s biggest source of foreign tourists. Mainland Chinese made 70 million overseas trips in 2011. That outpaced the 58.5 million overseas trips by Americans the same year. And last year, China for the first time became the biggest spender in global tourism. Outlays by Chinese traveling overseas reached $102 billion, up 40 percent from 2011, according to the United Nations World Tourism Organization. Germans and Americans ranked second and third, each spending about $84 billion on their foreign trips, the agency said.

Club Med, while sticking to the concept of all-inclusive packages, in which it was a pioneer, has gone through many changes, and owners, since it opened its first resort on the Spanish island of Mallorca in 1950. In the early years, the resorts were designed as prototypical New Age retreats, where the visitors mingled socially with the staff.

The offbeat atmosphere evolved with the times. The stereotypical Club Med customer of the 1960s and ’70s was satirized in “Les Bronzés,” a racy 1978 French film directed by Patrice Leconte, in which a group of European visitors to a Club Med village in Ivory Coast take turns hooking up.

In the 1990s, Club Med tried to attract budget travelers, but was unable to compete with low-fare airlines and the Internet. It also branched into sports clubs. Over the last decade, it has moved upmarket, closing dozens of resorts, revamping others and repositioning its marketing to appeal to families.

So far, though, Club Med remains heavily dependent on Europe, which is a reason it has booked annual losses for five of the last seven years. Revenue has not regained the level of 1.1 billion euros ($1.4 billion) reached in 2008.

Investors cheered the 17 euros a share French-Chinese buyout offer on Monday, sending Club Med’s stock up 22 percent, to 16.95 euros, in Paris trading. The offer is a 23 percent premium over Club Med’s closing price on Friday.

Central to Club Med’s strategy to win more Chinese customers was a deal in 2010 that first brought in Fosun, which is based in Shanghai, as a strategic investor. Fosun has bought further shares since 2010, so that it now owns 9.96 percent of the share capital and 16.48 percent of the voting rights of Club Med.

France still accounts for 600,000 annual visitors, half of Club Med’s total. But Mr. Giscard d’Estaing — son of the former French president Valéry Giscard d’Estaing — said the company hoped to attract 200,000 Chinese guests in 2015, up from 90,000 last year. By the end of 2015, Club Med aims to have five villages in Asia, including one, at an unspecified beach location, that it plans to open this year.

“Fosun is a group that believes the upscale holiday is an area where growth will be well above the average economic growth for China,” Mr. Giscard d’Estaing said.

Until recently, Chinese companies have tended to be cautious when it came to efforts to buy publicly traded companies, a wariness that stems in part from memories of a bid by the Chinese offshore oil company Cnooc for the United States oil producer Unocal in 2005.

That deal was effectively blocked by Congress. Instead, Chinese buyers have been aggressively pursuing privately held businesses, focusing mainly on European companies in machinery sectors like wind turbine component manufacturers.

The Fosun-backed offer for Club Med reflects the unusual relationship between the two companies. Many Western companies have expanded in China by setting up joint ventures with Chinese companies. Club Med chose a different route, allowing Fosun to buy a stake in the French parent company.

“It ensured full alignment of interests between the Chinese and foreign partners,” André Loesekrug-Pietri, the chairman and managing partner of a Brussels-based private equity fund, the A Capital China Outbound Fund, said by telephone.

Mr. Loesekrug-Pietri said he had approached Fosun and Club Med in March 2010 with a proposal for Fosun and A Capital each to buy stakes in Club Med. Club Med was looking for a partner in China, and Fosun was seeking a way to use its extensive real estate in China.

Mr. Giscard d’Estaing said that while Fosun would be increasing its stake, the deal would keep a majority of Club Med in the hands of French shareholders. Analysts said, however, that they would not be surprised if AXA bowed out eventually, allowing Fosun to take over full control.

The inclusion of a pillar of the French corporate establishment may have been aimed at smoothing over any concerns in France about a loss of control over one of the country’s best-known brands at a time when economic nationalism appears to be on the rise. For example, Arnaud Montebourg, the minister for industrial renewal, recently moved to block a possible takeover of a French online video site, Dailymotion, by Yahoo.

“The presence of AXA can have no other purpose than to reassure politicians like Montebourg that this will remain a French company,” said Jean-Jacques Manceau, the author of a 2010 book on Club Med, “Réinventer la Machine à Rêves” (“Reinventing the Dream Machine”).

Mr. Manceau said that to the increasingly wealthy customers that the company aims to attract, nationality might matter less. Karaoke aside, Chinese and French tourists are looking for a similar vacation experience.

“It’s true that we have different ways of amusing ourselves,” he said. “But the Club Med culture supersedes the individual cultures of any of the people who visit it.”

To Court Well-Heeled Customers, Airlines Offer More Amenities

Those flat-bed seats for international business-class fliers? Now that most airlines offer them, they are not so special anymore.

Instead, in the newest iteration of the battle for deep-pocketed fliers, the airlines are introducing an ever-growing assortment of in-flight amenities to go with those seats.

Delta Air Lines, in the latest move, plans to announce on Tuesday that a partnership with Westin Hotels and Resorts will give business-class passengers on international and transcontinental flights “Westin Heavenly In-Flight Bedding,” starting this summer.

That follows the introduction in the last two years of upgrades in business-class services by airlines like American Airlines, United Airlines, Virgin Atlantic, Lufthansa, Cathay Pacific and Qantas, featuring everything from improved mood lighting and in-flight entertainment to designer amenity kits and the option to pre-order meals by e-mail.

Carriers are willing to invest in the services, said Henry Harteveldt, an analyst for Hudson Crossing, a travel industry consultancy, because “profits from long-haul, international premium cabins can be five times greater, or more, than what is earned in economy, and several times greater than what is earned on domestic or regional flights.”

“Since the end of the last financial recession in 2010, we’ve seen the beginning of reinvestment by airlines in their products,” he added. “It reflects the normal cycle.”

Peter J. Bates, president of Strategic Vision, a marketing communications company in Tarrytown, N.Y., said that “as airlines consolidate into smaller groups, they are continuously trying to find ways to gain market share and differentiate their product.” He added: “This goes in phases. Now that the airlines have gone through the flat-bed phase, they have to create more bells and whistles to differentiate themselves.”

Carriers no doubt also want to respond to what Egencia, the travel management arm of Expedia, identified in research last summer as companies’ “increasing willingness to bump their travelers” to business or first class on “flights lasting more than nine hours.” Egencia said 45 percent of business travelers were permitted by their employers to travel in such seats “on flights over nine hours, compared to just 6 percent of business travelers on flights lasting less than nine hours.”

Delta’s Westin bedding is part of a new, broader strategy to cater to passengers’ need for a good night’s sleep, company executives said. They pointed to customer research, which has shown that this is the No. 1 priority for all passengers, regardless of their class of service.

Tim Mapes, Delta’s senior vice president for marketing, said, “The airline that comes to represent a good night’s sleep in the minds of customers will be the airline that attracts a disproportionately large share of customers.”

To that end, Delta worked with Westin to create a new comforter as well as sleeping and lumbar pillows and pillow cases. The hotel chain introduced its “Heavenly Bed” program, featuring a pillowtop mattress and special sheets, pillows, down blankets and duvet, in 1999, and briefly collaborated five years ago with United Airlines to offer special bedding on transcontinental flights and Westin seating, lighting and scent in some airport lounges. Delta will begin offering the new bedding this summer in business-class cabins on all international flights, and on flights from Kennedy Airport to Los Angeles, San Francisco and Seattle, and from Atlanta to Honolulu.

In addition, Delta is training its pursers, who supervise cabin crews, to change in-flight procedures to provide a more restful environment by, for example, streamlining public announcements, closing overhead compartments gently and controlling lighting. Delta’s in-flight entertainment system has a new “white noise” channel, and the carrier is creating an express meal menu, with lighter fare and one-step delivery, for transcontinental business-class passengers. The menu is already available on many international flights.

DealBook: London Stock Exchange Revises Offer for Clearinghouse

LONDON — The London Stock Exchange Group said on Monday that it had revised the terms of its takeover proposal for LCH.Clearnet, citing the changing regulatory environment.

The London Stock Exchange provisionally agreed to pay 15 euros, or $20, a share for 60 percent of LCH.Clearnet, independent clearinghouse for financial transactions. In March, the London bourse offered 19 euros a share, plus 1 euro per share as a special dividend to be paid in five years.

The companies said the changes followed discussions over coming regulation that could force the LCH to raise more capital and crimp profits. European regulators have been proposing stricter rules for clearinghouses to safeguard their operations, forcing them to increase their reserves.

Like rivals, the London Stock Exchange has looked to deals in the face of increasing competition and weakness in its core equity business. With LCH, the London exchange may benefit from regulatory changes, capturing the increasing volume of over-the-counter derivatives that will move to clearinghouses. The stock exchange currently outsources clearing activities to LCH.

Such businesses have been especially attractive in the current conditions. Last week, the IntercontinentalExchange agreed to pay $8.2 billion for NYSE Euronext to create a trans-Atlantic trading giant with a major focus on derivatives.

Under the revised plan, the London Stock Exchange would pay 14 euros per LCH.Clearnet share on completion of the transaction and 1 euro per share in 2017, which would replace the special dividend, the two companies said. Both payments would be in cash. The firms also agreed on extending their takeover negotiations until Jan. 31 to finalize the details of the offer.

Advertising: Vintners Offer Wines in Boxes, Cans and Plastic Cups

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DealBook: Xstrata Board Supports Glencore's Revised Offer

Arnd Wiegmann/ReutersIvan Glasenberg, chief of the commodities trader Glencore International.

11:13 a.m. | Updated

The board of the mining company Xstrata announced on Monday that it was backing a revised takeover bid from the commodities trader Glencore International, putting the $90 billion merger back on track.

To sidestep shareholder opposition to executive bonuses worth potentially more than $200 million, Xstrata will now ask investors to support the deal even if they do not agree with the proposed incentive plan.

The change comes after Glencore raised its takeover bid in September, offering 3.05 of its shares for each Xstrata share.

In exchange, however, Glencore had proposed that its chief executive, Ivan Glasenberg, should take over the unified company six months after the merger was completed. Under the original terms of the deal, Xstrata’s chief, Mick Davis, and his management team were set to retain control.

Xstrata confirmed on Monday that Mr. Davis, who will now not participate in the proposed executive incentive plan, would step down from his post after six months if the merger was approved, though Xstrata would still retain a majority of the combined group’s board seats.

The changes in the new offer raised the possibility that top mining executives would depart, leaving the combined company without veteran leaders in its core business. Mining is expected to account for 84 percent of the unified company’s operating profit, based on last year’s earnings.

A major hurdle to winning shareholder support has been bonuses that Glencore and Xstrata had been negotiating to retain top executives. The payouts — worth more than $200 million — have angered several major shareholders.

Some institutional investors, including BlackRock and Legal and General, have been said to oppose the retention payments as too extravagant. That has prompted Xstrata to revise the bonus packages to more closely link them to performance targets, though they remain basically the same size.

In a vote to be put to Xstrata shareholders in November, the company will now offer investors three options when deciding on the deal.

Shareholders can vote in favor of both the merger and the retention bonuses, back the proposed combined group without supporting the incentive plan or oppose the merger altogether.

Xstrata’s board has recommended that shareholders support both the merger and incentive plan.

A vote on the merger will need the support of at least 75 percent of Xstrata’s eligible shareholders to pass, while a decision on the retention bonuses will only need the backing of 50 percent of investors.

“We have decided to decouple the resolutions to approve the merger from the resolution to approve the revised management incentive arrangements,” Xstrata’s chairman, John Bond, said in a statement on Monday. “This will enable shareholders to vote in line with their convictions.”

Despite the attempt to appease shareholders, some investors remained skeptical.

Knight Vinke, the American activist investor, said on Monday that the deal would lead to a change in control at the combing group. The British institutional investor Threadneedle Investments also said it would vote against the merger based on its current conditions.

“No one should be in any doubt that this is effectively seen as a takeover,” Threadneedle’s head of governance and responsible investment, Iain Richards, said in a letter to Xstrata’s board on Monday. “The benefits of doing this deal seem heavily weighted in favor of Glencore, which clearly needs this far more than Xstrata does.”

Shares in Xstrata rose 2.6 percent in afternoon trading in London on Monday, while stock in Glencore fell less than 1 percent.

The decision by Xstrata’s directors to proceed with their recommendation keeps afloat a merger that would create a behemoth in the world of mining and minerals.

The proposed transaction, first announced in February, would unite Glencore, a giant commodities trading house, with Xstrata, its longtime mining partner.

Together, the two would create an international mining company with significant physical assets and an enormous trading operation that has invaluable insights into global demand for minerals.

The talks have drawn in many of London’s top deal makers, generating big fees for the bankers involved if the transaction is approved. Citigroup and Morgan Stanley are advising Glencore, while Deutsche Bank, JPMorgan Chase, Goldman Sachs and Nomura are advising Xstrata. Michael Klein, a former top deal maker at Citi, has been advising the management teams on both sides.

But the talks have been bogged down for months over questions about who would lead the combined company and how much it would cost to retain important Xstrata executives.

One wild card remains: the sovereign wealth fund Qatar Holding.

The fund, the second-biggest shareholder in Xstrata after Glencore, has kept silent on the revised takeover bid. An adviser to Xstrata said previously that the fund was less concerned about the payouts than about retaining top company executives. A spokeswoman for Qatar Holding declined to comment on Monday.

With its 12 percent stake, Qatar Holding is seen as a crucial component to winning approval of any deal. The sovereign wealth fund has said it will wait until Xstrata makes its announcement before making its own decision.

“The key risk of a deal failure rests once again with Qatar Holding,” Ash Lazenby, an analyst at Liberum Capital in London, wrote in a note to investors on Monday, adding that the proposed merger might still fail if the Middle Eastern sovereign wealth fund did not support the executive incentive plan.