Publications 

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 […]

18 May 2018

Willis Towers Watson offers 2018 say-on-pay snapshot

In this snapshot review by Willis Towers Watson of U.S. say-on-pay and other compensation-related votes, WTW found that average support for say on pay remained high at 91%.  In addition, where ISS identified “high” levels of concern leading to negative recommendations on say on pay, 84% related to pay-for-performance concerns (compared to 75% in 2017).  WTW analyzed the […]

30 April 2018

The Long-Term Survival of Family Business

Introduction The Clarkson Centre for Board Effectiveness (CCBE) at the Rotman School of Management has a mission to study corporate governance and provide practical insights for companies about what good governance means. For more than a decade, we, like many of our peers, embraced the widely-held and publicly-listed model as the paradigm of good governance. […]

5 April 2018

It’s hunting season, as activists and regulators open fire on Canada’s businesses

The corporate hunting season is officially underway, an annual ritual during which shareholder parties, armed with proxies and other weapons of democratic destruction, set out to bag executives and directors for failing to deliver. The list of potential corporate failings is all encompassing. Anything and everything is a target, from executive compensation to diversity policies […]

5 April 2018

Executive pay: time for change ?

A highly standardized process leads to yearly executive pay packages which combine salary, bonuses, stock options, restricted stock grants, performance share units, retirement benefits. The full assemblage will also include formal contracts covering change-of-control situations, termination conditions, etc.  Only the quanta of the compensation package vary from firm to firm. Whenever “long-term” performance objectives are […]

9 March 2018

Sharing the spoils of legalized cannabis

Statistics Canada estimates that, in 2017, “4.9 million Canadians aged 15 to 64 spent an estimated $5.7 billion on cannabis for medical (10% of the market) and non-medical (90% of the market) purposes. This was equivalent to around $1,200 per cannabis consumer.” Private companies, several of them listed on the stock exchange and already supplying […]

17 January 2018

Liberals launch a fresh attack on corporations. They may not win

As a longtime member of the Association of Correspondents Tracking the War On Corporations, I have embedded with troops of lawyers, activists and corporate officials through the great battles of the last several decades. From the failure to ward off the stakeholder invasion of the 1990s to the great executive retreat at the Battle of […]