Publications 

18 June 2019

Theory, Evidence, and Policy on Dual-Class Shares: A Country- Specific Response to a Global Debate

Dual-class shares have become one of the most controversial issues in today´s capital markets and corporate governance debates around the world. Namely, it is not clear whether companies should be allowed to go public with dual-class shares and, if so, which restrictions (if any) should be imposed. Three primary regulatory models have been adopted to […]

29 May 2019

Judge rules SNC-Lavalin to stand trial on fraud, bribery charges

A Quebec judge has ruled that SNC-Lavalin Group Inc. can stand trial on bribery and fraud charges, prolonging the Canadian engineering giant’s legal pain and keeping the case in the public eye in the run-up to this fall’s federal election. Justice Claude Leblond of the Quebec Court ruled Wednesday that there is enough evidence to […]

14 May 2019

Short-term thinking forcing companies to delay IPOs, opt for dual-class shares: Governance expert

Yvan Allaire, executive chair at the Institute for Governance of Private and Public Organizations, joins BNN Bloomberg to discuss “quarterly capitalism” in light of WestJet CEO Ed Sims’ warning on the destruction it brings to long-term company plans. To watch this interview, please click here.  

2 May 2019

CPPIB backs investor group in bid to end Bombardier’s dual-class share structure

CPPIB is backing a proposal to end Bombardier Inc.’s dual class share structure and remove the control of the founding family, forcing the company onto the defensive as it hosts investors for its annual meeting Thursday. Canada Pension Plan Investment Board, which oversees assets worth about $368-billion and is one of Bombardier’s 25 biggest shareholders, […]

26 April 2019

It Stays in the Family – Dual Voting Share Structures for Family Businesses

For many family businesses, control of long-term direction and management of the family corporation are key issues, particularly during times of growth or periods of succession. The Institute for Governance of Private and Public Organizations (“IGOPP”) recently published a new policy paper that should be of interest to family businesses and their advisors in planning the capital […]

21 April 2019

As vote challenging Bombardier’s share structure faces defeat, Médac calls for legislative reform

Investor-rights group Médac acknowledges its bid to end Bombardier Inc.’s dual-class share system is destined to fail, but says it has no better option to trigger a discussion on what it sees as a critical issue. The Montreal-based organization is calling for changes to the laws governing Canadian companies that give extra voting rights to […]

21 March 2019

What was the story behind SNC-Lavalin’s supposedly ‘excellent’ corporate governance regime?

Excerpted and translated from “Le fiasco SNC-Lavalin: crime, culture, governance?” by Yvan Allaire, executive chairman of the Institute for Governance of Private and Public Organizations, published in Policy Options March 18, 2019.  The tragedy of SNC-Lavalin was in the making between 2000 and 2012. To outside observers, these were years of quiet profitability for the […]

21 March 2019

Quebec budget includes $1-billion to keep head offices, like SNC-Lavalin’s, in the province

[ … ] The Quebec government has set aside $1-billion to encourage strategically important businesses to keep their head offices in the province, a measure Finance Minister Eric Girard says he could use to protect the Montreal executive suites of SNC-Lavalin Group Inc. Mr. Girard announced the measure Thursday in his Coalition Avenir Québec government’s […]

6 March 2019

Dual-class shares are hot in the U.S. again : Canada should join in

American fund managers are freaking out about the popularity of multiple voting shares among entrepreneurs going for an initial public offering (IPO). In recent years, some 20 per cent of American IPOs (and up to a third among tech entrepreneurs) have adopted a dual-class structure. Fund managers are working overtime to squelch this trend. In […]

15 February 2019

Yvan Allaire makes “The Case for Dual-Class of Shares”

Allaire, Yvan, The Case for Dual-Class of Shares (December 20, 2018). Available at SSRN: https://ssrn.com/abstract=3318447 or http://dx.doi.org/10.2139/ssrn.3318447 The debate over whether dual class of shares increases or decreases share value, should be prohibited or not, should be subjected to mandatory sunset provisions, and so on has been heating up over the last few years. This paper reviews the […]

14 February 2019

Why Quebec sees SNC-Lavalin as an asset, not a liability

In Ottawa, there appears to be little sympathy these days for SNC-Lavalin, the giant engineering corporation facing prosecution for bribery schemes in Libya. The company was hoping to strike a deal with federal prosecutors in order to avoid a trial. If guilty, it would be cut off from lucrative Canadian government contracts for a decade. […]

14 February 2019

‘It’s sad’ no one asked questions while SNC profits soared: Ex-Caisse exec

The long series of scandals ensnaring SNC-Lavalin Group Inc.  has one former executive of the Caisse de dépôt et placement du Québec calling for more accountability when it comes to corporate bribes for global contracts. Michel Nadeau, a former deputy chief executive of Caisse – the largest shareholder in SNC – told BNN Bloomberg on […]

4 February 2019

IGOPP defends dual-class share structures

Dual-class share structures have drawn the ire of some investors, citing concerns with shareholder rights. For more on this and why he thinks there’s a place for dual-class shares, BNN Bloomberg spoke with Yvan Allaire, executive chair at the Institute for Governance of Private and Public Organizations. To view the interview, please click here

23 January 2019

Myth of ‘superstar CEO’ driving excessive pay: Report

When it comes to compensation, the myth of the “superstar CEO” continues to drive excessive pay, as companies are desperate to attract and retain top talent — even if it doesn’t always lead to improved corporate perform23ance and they have other options. That’s according to a report out of the United Kingdom that delved into […]

18 January 2019

The Case for Dual-Class of Shares

The debate over whether dual class of shares increases or decreases share value, should be prohibited or not, should be subjected to mandatory sunset provisions, and so on has been heating up over the last few years. This paper reviews the pros and cons of dual class of shares in light of more recent empirical […]

18 January 2019

Dual Class Companies Should Adopt a Coattail Provision

I would like to make two points in response to Professor Coffee’s piece on dual class common stock. First, American dual class companies should be obliged to include a “coattail” provision, as is the case in Canada. This provision, imposed since 1987 by the Toronto Stock Exchange, ensures the controlling shareholder cannot sell control without all shareholders […]