Topic Results: American governance

December 19, 2018

The Case for Dual-Class of Shares

There are now 69 dual-class companies listed on the Toronto Stock Exchange, down from 100 in 2005. Only 23 Canadian companies went public since 2005 with a dual-class of shares while 16 of the 100 have since converted to a single-class and another 38 have disappeared since 2006 for other reasons (acquisitions, mergers, bankruptcies and […]

August 20, 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 […]

August 8, 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. […]

August 1, 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 […]

May 18, 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 […]

November 17, 2017

Pershing Square, Ackman and CP Rail: A Case of Successful ”Activism” ?

Pershing Square, an activist hedge fund owned and managed by William Ackman, began hostile maneuvers against the board of CP Rail in September 2011 and ended its association with CP in August 2016, having netted a profit of $2.6 billion for his fund. This Canadian saga, in many ways, an archetype of what hedge fund […]

October 30, 2017

Using International Comparisons to Guide Performance Improvement: Implications for Governance

Presentation made in October 2017,  by Eric C. Schneider, Senior Vice President for Policy and Research of the Commonwealth Fund, for the Conference on the governance of the healthcare system, organised by the Institut for Governance (IGOPP).

September 8, 2017

Overreacting to dual class stock

Yvan Allaire has a great analysis of Dow Jones’ overreaction to Snapchat’s IPO and the dual class stock phenomenon in general: ”In July 2017, Dow Jones, goaded by the reaction to Snapchat having gone public with a class of shares without voting rights, announced that, after extensive consultation, it had decided to henceforth eliminate companies […]

September 7, 2017

Dow Jones Erred By Going Nuclear on Dual-Class Shares

In July 2017, Dow Jones, goaded by the reaction to Snapchat having gone public with a class of shares without voting rights, announced that, after extensive consultation, it had decided to henceforth eliminate companies with dual-class shares from its indices, in particular the S&P 500 Index. Over the last 10 years, putting money in passive […]

August 24, 2017

Dow-Jones goes nuclear on dual class of shares

In July of this year, Dow-Jones, goaded by the reaction to Snapchat having gone public with a class of shares without voting rights, announced that, after extensive consultation, it had decided to henceforth eliminate dual-class companies from its indices, in particular the S&P 500 Index. Over the last ten years, putting money in passive index funds has become […]

August 17, 2017

Trump-era shift: CEOs find a voice for moral outrage

Corporate America started the year ready to engage with a controversial but business-minded president. This week CEOs have risen in chorus to denounce Trump’s lackluster response to racism. Not since the 1930s, when prominent business heads publicly broke with Franklin Roosevelt, has a US president seen such a revolt by leading business executives. [ … […]

December 23, 2016

Pershing Square, Ackman and CP Rail: A Case of Successful «Activism»?

Pershing Square, an activist hedge fund owned and managed by William Ackman, began hostile maneuvers against the board of CP Rail in September 2011 and ended its association with CP in August 2016, having netted a profit of $2.6 billion for his fund. This Canadian saga, in many ways, an archetype of what hedge fund […]

December 7, 2016

Corporate Governance: looking backward, looking forward

Once upon a time, the governance of publicly listed corporations was a friendly, fraternal affair with few requirements and little risk. Then, during the 1980s, a group of funds (leveraged buyout funds) sprouted up claiming that this sort of governance deprived shareholders of the full economic value of the business they had invested in. Cozy […]

April 27, 2016

Activist hedge funds come to Japan

From Japan Today comes an interesting column by Yvan Allaire and Francois Dauphin: Now foreign investors, holding over 30% of their shares, are unrelenting in their pressure for Japanese companies to adopt American-style governance. New governance codes have been written and Japanese stock exchanges are pushing for their implementation. Foreign money managers and institutional investors […]

April 20, 2016

Japan discovers “good” corporate governance, American style

Not so long ago in an age when they were eating the lunch of American corporations, the Toyotas, Hitachis, Sonys, Canon, Hondas were governed in the worst possible way, at least according to the canons of American governance. Their boards were made up almost exclusively of corporate insiders, with no independent directors, no diversity, no […]

October 9, 2015

Yes, Short-Termism Really Is a Problem

With Hillary Clinton’s tax proposals to encourage longer-term investing, the debate over whether American business is too fixated on the short term has moved from the dimly lit offices of earnest policy wonks into the klieg lights of U.S. primary season. Lots of commentators have jumped into the fray to declare that there is — […]