Publications 

9 June 2022

Shopify Shareholders ‘Approve’ Controversial “Founder Share” – With the Help of the Existing DCS

The 2022 Shopify AGM put the spotlight on two controversial theories for driving corporate success: the founder-CEO and multi-class share structures. When it went public in 2015, Shopify’s multi-class structure was fairly standard for an aspirational tech unicorn, if still unusual relative to capital markets as a whole. In recent years an increasing proportion of […]

2 May 2022

Caisse bows out of Montreal light rail project

Canadian pension fund giant Caisse de dépôt et placement du Québec is stepping away from a proposed new $10-billion light rail line in eastern Montreal after encountering seemingly insurmountable difficulties with the design of the downtown portion of the project. Quebec and Montreal will take over leadership of the venture, the two governments said in […]

11 April 2022

Shopify shares rise as tech company announces 10-for-1 stock split

Shopify Inc. co-founder, chair and chief executive Tobias Lutke has three young children. The billionaire is willing to give up the opportunity to pass along the company to his offspring in exchange for maintaining control for as long he works at the online commerce giant. Ottawa-based Shopify, Canada’s largest tech company, announced on Monday it plans […]

5 December 2021

Couche-Tard’s end of special voting rights will be closely watched by critics, defenders of dual-class share structures

n will set this week on the special voting rights held by the four founders of Alimentation Couche-Tard Inc., leaving the Canadian convenience store giant more exposed to investor pressure than ever before. Its fate will be closely watched by both critics and defenders of dual class share structures. Laval, Que.-based Couche-Tard is one of […]

8 November 2021

Rogers is ‘worst case scenario’ for otherwise profitable dual-class share structures

A recent boardroom clash at Rogers Communications Inc. has revealed the governance risk associated with dual-class share companies, but experts say businesses with that structure can be hard to avoid for investors because they’re big profit generators. Companies with dual-class shares issue different sets of common shares that have different voting and control rights. This […]

5 November 2021

Language office eyes probe after Air Canada English-only speech

Michael Rousseau’s first speech to business leaders in Montreal was supposed to be his coming out party, a chance for Air Canada new chief executive to build credibility and tell the story of an airline – a pillar of the Quebec economy – in recovery mode. Instead, the CEO’s English-only talk, during which he revealed that […]

4 November 2021

Investors call for limits on dual-class shares in light of Rogers battle

Canadian investor organizations want stricter requirements for companies with dual-class stocks to trade on public exchanges amid a growing debate about the drawbacks of such shares and a controversy over voting rights at Rogers Communications Inc. Dual-class stock structuring – where different classes of shares in a single company have different voting rights – has […]

12 February 2021

The quest for diversity of boards of directors and in senior management of public corporations

In June 2009, IGOPP published a Policy Paper on “The Status of Women on Boards of Directors in Canada: Calling for Change”. Almost 12 years later, the issue of diversity on boards of directors still remains partly unresolved. Indeed, women’s representation on boards of directors has doubled during this period [from 15% in 2008 to […]

17 November 2020

Corporate Purpose, ESG, stakeholders: what’s the deal?

Since the publication in 1932 of Berle and Means’ The Modern Corporation and Private Property, “capitalist” societies have been engaged in a forlorn quest for an appropriate definition of the role, justification and “raison d’être” of large corporations. Except for the legal fiction of shareholders as owners, corporations of the 1950’s, 60’s and 70’s, were […]

30 September 2020

The ”Purpose” of a Corporation

You have missed our virtual event on ” The Purpose of a Corporation and the Stakeholder Model ” with the renowned lawyer from New York,  Martin Lipton, founding partner of the prominent law firm Wachtell, Lipton, Rosen & Katz  ? With the attendance of more than 300 participants, this conference, organised in partnership with ICD, tackled multiple governance […]

30 September 2020

At Cogeco there are no coattails

We take you back to early September and a brief review of the 24-hour Quebec Inc. torpedo of a proposed takeover of the Montreal-based Cogeco telecom companies — 24 hours that highlight investor, governance and competition issues. In the early evening of Tuesday, Sept. 1, Dexter Goei, CEO of the New York-based broadband company Altice […]

16 September 2020

Couche-Tard founders to lose special voting rights

Alimentation Couche-Tard Inc. will let the sun set on the special voting rights held by its four founders. Executive chairman Alain Bouchard says that he and the three other men who built the Canadian convenience-store empire will let their 25-year-old special stock rights, which give them control over the company, expire next year as scheduled […]

11 September 2020

‘It’s never only about the money’: Past deals hint at tactics for Cogeco’s suitors

The move by Rogers Communications Inc. and Altice USA to launch a hostile takeover bid for Cogeco Communications Inc. and parent Cogeco Inc. without the support of the Quebec companies’ controlling shareholder looks like a long-shot gamble to many experts. But they say similar past deals for family-controlled companies show there can be a path to victory […]

11 September 2020

Audet family was right to reject Rogers’ attempted takeover of Cogeco

In a surprising move, Rogers and Altice USA made an offer to buy Cogeco and Cogeco Communications and split their assets between them. If Cogeco were a typical Canadian corporation with a one-share, one-vote capital structure, the would-be buyers could disregard any reticence or opposition by the board of directors and transmit their offer directly […]

3 September 2020

BNN interview with the Chair of IGOPP, Dr. Yvan Allaire, on Cogeco unsolicited bid from Altice

Chairman of the Institute for Governance Yvan Allaire says that the blunt response from Louis Audet suggests the family that owns Cogeco might not be open to negotiating a selling price. To access the interview with M. Allaire, please click here.

20 August 2020

SEC Rule Amendments and Dual-class returns

SS is finally leashed: SEC Amends Rules for Proxy Advisors On July 22, 2020, the Securities and Exchange Commission (SEC) adopted amendments to better regulate the activities of proxy advisors, such as ISS and Glass Lewis, and to ensure that clients of proxy voting advice businesses have reasonable and timely access to more transparent, accurate […]