Publications 

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 […]

9 August 2020

The Age of ESG: new issues for corporate governance ?

For 40 years or so, corporations listed on stock markets were expected to pursue diligently, if not exclusively, value creation for their shareholders. A number of factors had pushed corporations away from an earlier “stakeholder model,” prime among them the revolution in executive compensation. Then, in the new century, a perennial criticism of business corporations […]

2 July 2020

Some Thoughts for Boards of Directors in 2020: A Mid-Year Update

The past six months have been marked by a profound upheaval that has accelerated the growing focus on both the purpose of the corporation and the role of the board in overseeing and leading the corporation in ways that promote sustainable business success. For a number of years, there has been a growing sense of […]

1 May 2020

Corporate Governance in the post-pandemic world

Human beings are wonderful amnesiacs, an observation grounded in the history of traumatic events which have faded gradually into oblivion. That may well be the case with the current pandemic. For instance, how did societies, corporations and their governance system cope with recent dramatic events (so called “Black Swans” or for the more statistically inclined […]

29 January 2020

Regulations to rein in short-sellers must not overlook the good they do

A thick hide is a necessary qualification for the job of activist short-seller. When Spruce Point Capital Management released a negative report on Canadian Tire Corp. Ltd. in late 2019, it prompted Yvan Allaire, the executive chair of the Institute for Governance of Private and Public Organizations, to fire back in the Financial Post: “What […]