Publications 

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

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 […]

4 January 2019

Brief review of empirical studies on the economic performance of dual-class companies: 2007 to 2018

20 August 2018

Activist Hedge Funds Aren’t Good for Companies or Investors, So Why Do They Exist?

Activist hedge funds have become capital market and financial media darlings. The Economist famously called them “capitalism’s unlikely heroes” in a cover story, and the FT published an article saying we “should welcome” them. But they are utterly reviled by CEOs. And at best, their performance is ambiguous. The most comprehensive study of activist hedge fund performance that I have read […]

8 August 2018

Are Independent Board Members Necessarily Credible?

By the late 2000s, independent directors were in the majority on the boards of almost every type of U.S. organization. While this achievement may have improved corporate governance, it was not the panacea that some had anticipated, as subsequent events like the financial crisis of 2008 brought down even some of the best governed corporations. […]

1 August 2018

Dual-class shares: the good, the bad and the ugly

[ … ] Following an examination of Canadian industrial companies, Allaire (2016) suggested that financial performances of these Canadian DCS companies would outperform the peers over 5-, 10-, and 15-year periods (see Exhibit 1). Allaire considered that the superior financial performance would help these firms maintain their headquarters in Canada and argued that such share structures […]

21 June 2018

Why Canadian CEO pay has soared over the past decade

When shareholders of Canada’s big banks opened their proxy voting forms in early 2008, they found a striking new proposal on the ballot. Submitted by a small ethical mutual fund company, the resolution called on banks to give investors an annual vote on how executive pay was designed. Bank boards initially opposed the motion as […]

6 June 2018

Board members are independent, but are they credible?

By the late 2000s, the goal that boards should be made up of a majority of independent members had been achieved in almost every type of organization. While this achievement may have raised the quality of governance, it turned out that independent boards were not the panacea that some had anticipated. Events since, in particular […]