Topic Results: Hostile takeovers

August 8, 2019

Transat v. Group Mach: what’s the score?

Mergers and acquisitions are well-choreographed ballets. Both companies call on financial and legal advisers. The board of the target company sets up an independent committee, which promptly retains its own independent legal and financial advisers. Financial advisers produce an opinion letter assuring all and sundry that the price offered is a fair one for the […]

August 6, 2019

Damages of the short-term mindset

In March 2014, CEOs of many Fortune 500 corporations received a letter that started with these words: “We are preoccupied… that too many companies have cut capital expenditure and even increased debt to boost dividends and increase share buybacks. We certainly believe that returning cash to shareholders should be part of a balanced capital strategy; however, when […]

April 26, 2019

It Stays in the Family – Dual Voting Share Structures for Family Businesses

For many family businesses, control of long-term direction and management of the family corporation are key issues, particularly during times of growth or periods of succession. The Institute for Governance of Private and Public Organizations (“IGOPP”) recently published a new policy paper that should be of interest to family businesses and their advisors in planning the capital […]

March 21, 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 […]

February 14, 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. […]

February 4, 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

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 […]

February 21, 2017

Quebec takes aim at foreign takeovers with new watchdog group

In the wake of several high-profile takeovers of Quebec companies, such as Rona Inc. and Cirque du Soleil, the provincial government is implementing new measures aimed at promoting the growth of local businesses while maintaining corporate head offices in the province. Premier Philippe Couillard’s government said Tuesday it would set up a watchdog group to […]

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 […]

September 29, 2016

IGOPP is publishing a research study on corporate head offices located in Quebec

More than six months after the fact, the sale of Rona to Lowe’s, a U.S. corporation, continues to generate political controversy. This raises the question: how many large Quebec corporations are vulnerable to a foreign takeover with the consequent loss, sooner or later, of the strategic functions associated with their head offices. Such a takeover […]

September 29, 2016

What’s the risk of losing a significant number of corporate head offices now located in Quebec?

More than six months after the fact, the sale of Rona to Lowe’s, a U.S. corporation, continues to generate political controversy. Lowe’s’ first attempt to acquire Rona in 2012 turned more or less hostile in nature, sparking a strong reaction from the Quebec government at the time. The government ordered the financial institutions under its […]

June 8, 2016

Canadian Global Champions: Their nature and staying power

It is a common lamentation (and a media favourite) to bemoan the passing of large Canadian companies into the hands of foreign owners. Quebec society, for a host of reasons, has been and remains particularly sensitive and reactive to these occurrences. Yet, no sovereign country can be indifferent to the fact that important economic decisions […]

May 13, 2016

The case for dual class of shares

With the Bombardier saga and the Couche-Tard warning bell, the usual litany of arguments against dual class of shares was again dusted off. Commentators opposed to this capital structure seem to forget or overlook the inconvenient truth that many of Canada’s industrial champions are controlled corporations often through a dual class of shares. That is […]

February 3, 2016

Quebec nationalists enraged by $3.2B sale of Rona ‘jewel’ to U.S.-based Lowe’s

MONTREAL — News coverage of Rona Inc. in recent years has described the Quebec-based hardware chain as “embattled,” “under-performing,” “struggling” and “slumping.” […] Yvan Allaire, president of the Montreal-based Institute for Governance, considers himself a nationalist when it comes to protecting key industries. For example he opposed Rio Tinto’s 2007 takeover of Alcan, which saw […]

October 5, 2015

Will a New Paradigm for Corporate Governance Bring Peace?

The decades-long conflict that is currently raging over short-termism and activist hedge funds strikes me as analogous to the Thirty Years’ War of the 17th Century, albeit fought with statistics (“empirical evidence”), op-eds and journal articles rather than cannon, pike and sword. I decided, after some thirty-six years in the front line of the army […]

April 20, 2015

The DuPont Proxy Battle: New Myths, Old Realities—and Even Newer Data About Hedge Fund Activism

A watershed moment is coming for shareholder activism and corporate governance generally, as the proxy contest brought by Trian Management Fund, seeking effectively to break up DuPont, enters its final stages (with the vote being less than a month away). Technically, the contest is to elect four Trian Fund nominees to the DuPont board, but, […]