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 […]

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 […]

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 […]

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 […]

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 […]

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, […]

On October 22, 2014, Institutional Shareholder Services issued a note to clients entitled “The IRR of ‘No’.” The note argues that shareholders of companies that have successfully “just said no” to hostile takeover bids have incurred “profoundly negative” returns. In a note we issued the same day, we called attention to critical methodological and analytical […]

On October 22nd 2014, ISS published a note on the financial consequences for shareholders to vote “NO” to a proposed takeover. The ISS note, and its conclusion, comes at a propitious time for the Valeant cum Pershing Square attempt to take over Allergan. The shareholders of Allergan, who may get to vote on this takeover […]

It is tiresome indeed to debate with people who never respond to your fundamental arguments. Instead, they wrap themselves in the spurious argument of “shareholder democracy”. If corporations were to apply the principles of citizen democracy, tourists-shareholders would not have the right to vote and newcomers to shareholding would have to wait a good period […]

“Yvan Allaire’s recommendation would have securities regulators abdicate their statutory responsibilities. Despite having declared elsewhere that governance by directors of public corporations is “a fiduciary façade for shareholders … largely a mirage” (The limits of “good” governance: Confession of the former chairman of SNC-Lavalin, 2013), Mr. Allaire repeats his earlier argument, suggesting that securities regulators […]

Boards of directors have the best record at extracting good deals for their shareholders. In an opinion piece published in the Financial Post on May 6, (Shareholders should decide takeovers), Mr. Philip Anisman responds to my piece published in the Financial Post of April 30 (Canada needs a new takeover regime). Mr. Anisman recycles the […]

In an opinion piece published in the Financial Post on May 6th, (Shareholders should decide takeovers), Mr. Philip Anisman responds to my piece published in the Financial Post of April 30th (Canada needs a new takeover regime). Mr. Anisman recycles the key arguments of “market discipline” and boards having to dedicate themselves to the singular […]

In this era of speed trading and hedge funds, securities commissions need to adapt to protect  long-term shareholders Ideology can be blinding, even apparently when one’s secular faith involves the simple creed that those who own stocks are presumptively selfless while those who manage corporations are presumptively selfish and untrustworthy. Leo Strine, Chief Justice of […]

“Quebec’s market watchdog says it is pursuing talks with other provinces to try to strike a compromise on changes to Canada’s takeover bid and defensive tactics regulation. “The vulnerability of our public companies is a Canadian problem, not only a Quebec one,” Louis Morisset, chief executive of the Autorité des marchés financiers, said in the […]

[…] «That may be true. As Yvan Allaire of Montreal’s Institute for Governance wrote in an opinion piece this week: “The legislative measures the working group is proposing are draconian.” Among them: Allowing Quebec companies to adopt variable voting rights that could increase the longer shares are held (the aim being to keep the influence […]

That so many mergers and acquisitions have failed to deliver value for the shareholders of the acquiring firm (or merged firms) has become a dominant theme, the conventional wisdom of the post 2000 era. That is, of course, until the next wave of acquisitions washes in with its “implacable” logic and seductive rationale. The evidence […]