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 […]

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 […]

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. […]

[ … ] 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 […]

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 […]

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 […]

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 […]

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. […]

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 […]

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 […]

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 […]

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 […]

If they were to live on the average worker’s pay, Canada’s CEOs could stop working at around 11 a.m. on Jan. 2 and take the rest of the year off. That’s because by 10:57 a.m. on the second day of the year, their earnings will have already hit $49,738, the equivalent of the country’s average […]

There is a frenzied rush to get/give a new ‘right” to shareholders, the right to put up their own nominees for board membership. Boards of directors, so goes a dominant opinion, are not to be fully trusted to pick the right kind of people as directors or to shift the membership swiftly as circumstances change, […]

Current executive compensation practices are making Canadian CEOs rich, but at the expense of a strong corporate culture and the long-term interests of shareholders, according to a new report from the Institute for Governance of Private and Public Organizations (IGOPP). “Mutual trust, loyalty, the sharing of objectives and pride in the organization, the sense of […]