Publications 

16 September 2013

On becoming an activist board!

The governance reforms carried out in publicly traded companies since, if not before, the fiascos called Enron, WorldCom, Tyco, Global Crossing, et alia have resulted in boards of directors largely staffed with independent, diligent people with solid business experience. Then, why is it that boards, though dutiful and careful, remain surprise-prone and ill-equipped to challenge […]

1 September 2013

$0.45 Hourly Wage Increase for American Workers in Last Seven Years

[…]”GoBankingRates.com arrived at these findings by evaluating average worker pay from the Bureau of Labor Statistics (BLS) (2006 – 2013) and CEO compensation from the Institute for Governance of Private and Public Organizations’ ‘Pay for Value: Cutting the Gordian knot of Executive Compensation’ (2012) as well as AFL-CIO’s current ‘Executive Paywatch.’ Worker output data comes […]

29 July 2013

Lessons from SNC-Lavalin: The mirage of board governance

In a recent commentary in The Globe and Mail, Gwyn Morgan, the former chair of the board of SNC-Lavalin, gives us his take on what happened within the engineering giant and offers some advice to improve corporate governance. The gist of his piece bears on how hard working and diligent the chairman and the board […]

29 July 2013

The limits of “good” governance:

In an opinion piece in the Globe and Mail of July 26th, 2013, Mr. Gwyn Morgan, the former chair of the board of SNC-Lavalin gives us his take on what happened there and offers some suggestions to improve corporate governance. The gist of his piece bears on how hard-working and diligent were the chairman and […]

22 July 2013

Why acquisitions fail to create value and what can be done about it?

That so many mergers and acquisitions have failed to deliver value for the shareholders of the acquiring firm (or merged firms) has become a dominant theme, the conventional wisdom of the post 2000 era. That is, of course, until the next wave of acquisitions washes in with its “implacable” logic and seductive rationale. The evidence […]

2 July 2013

SNC-Lavalin pushes government on maintaining local expertise

“[…]“Today, it must be recognized that the integral application of this law could lead to unjust consequences for tens of thousands of innocent workers and to the destruction of an industry that’s vital to the Quebec economy,” Yvan Allaire, chairman of Montreal’s Institute for Governance of Private and Public Organizations, wrote in a July 2 […]

27 June 2013

The Taming of Hostile Takeovers:

On March 13, 2013, the Autorité des marchés financiers and the Canadian Securities Administrators published, for comment, proposed amendments and changes to Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids, National Policy 62-203 Take-Over Bids and Issuer Bids, and National Instrument 62-103 Early Warning System and Related Take-Over Bid and Insider Reporting Issues. On March […]

25 June 2013

Counterpoint : Taming hostile takeovers

The time has come to modernize the obsolete regulations of takeovers in Canada. What’s wrong with the current system of regulations of hostile takeovers put in place in 1986 by the Canadian securities commissions? Well, it is quaint, distorting…and illegal. For instance, empirical results provide clear evidence that the changes in U.S. state laws to […]

4 June 2013

Good versus Bad Capitalism : a Call for a Governance Revolution

Ten years ago, Professor Mihaela Firsirotu and I wrote a piece for the C.D. Howe Institute titled Changing the Nature of Governance to Create Value (No. 189, November 2003). We argued that the fiduciary type of corporate governance, the obsessive refinements of guidelines and rules, was fast approaching the point of diminishing, if not negative, […]

31 May 2013

Quebec corporate leaders call for more board power

“Metro Inc. chief executive officer Eric La Flèche is calling for changes to securities regulation so boards can reject hostile takeover bids without presenting the offer to shareholders. New Quebec rallying cry: Save our grocer A Montreal think-tank founded by former premier Jacques Parizeau says Quebec’s “food sovereignty” would be at risk if grocery chain […]

31 May 2013

Quebec Inc. speaks with one voice on hostile takeovers

[…] “Nearly half of Quebec’s 50 most valuable companies have neither a controlling shareholder nor the protection of dual-class shares. As such, they are technically up for grabs. SNC-Lavalin, Metro, Dollarama, Gildan Activewear and Osisko Mining are the most important by market capitalization. What is more, only eight of those 24 companies are incorporated in […]

25 May 2013

SNC-Lavalin looking to clean up its reputation

“[…] As the argument goes, SNC-Lavalin is too big to fail. That line of reasoning saved American banks when they created a housing bubble only to have it burst in their face. It also sparked the multi-billion-dollar bailout of North American car companies when the global economy tanked. “There are hundreds if not thousands of professionals […]

27 February 2013

No supervision of proxy advisory firms

“The Institute for Governance of Private and Public Organizations is calling on regulators to require that proxy advisory firms ensure accuracy, provide transparency and avoid conflicts of interest in their recommendations and dealings. The institute is an independent organization based in Montreal whose founders include activist investor firm Jarislowsky Fraser Ltd. Its mandate is to […]

27 November 2012

‘Takeovers are coming’: Some of Quebec’s biggest companies vulnerable to foreign bids

“Half of Quebec’s 50 biggest publicly traded companies are vulnerable to foreign takeover attempts, new research suggests. It’s a statistical call to arms from a leading corporate expert who argues Quebec is doing the right thing in taking national ownership of the “say no” fight after Ontario ignored it for years. Yvan Allaire, a former […]

26 November 2012

What does it take to get more women on Canadian boards?

In 2010, only 14.4% of directors of the 100 largest Canadian publicly-listed corporations were women. In the same year, roughly 7% of board members were new and in only one-in-five instances was the new member female, according to the 2010 Spencer Stuart Board Index. Even to a patient, passive observer, that rate of change is […]

22 November 2012

Foreign Takeovers of Canadian/Quebec Corporations:

The recent offer by US-based Lowes to acquire Rona, occurring as it did in the midst of the Quebec election campaign, has triggered calls for actions to protect the ownership of Rona. Quebec political parties took strong positions against the takeover, ranging from changing corporate laws to pooling funds to acquire a blocking stake in […]