On March 13, 2013, the Autorité des marchés financiers and the Canadian Securities Administrators published, for comment, proposed amendments and changes to Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids, National Policy 62-203 Take-Over Bids and Issuer Bids, and National Instrument 62-103 Early Warning System and Related Take-Over Bid and Insider Reporting Issues. On March […]

On March 13, 2013, the Autorité des marchés financiers and the Canadian Securities Administrators published, for comment, proposed amendments and changes to Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids, National Policy 62-203 Take-Over Bids and Issuer Bids, and National Instrument 62-103 Early Warning System and Related Take-Over Bid and Insider Reporting Issues. On March […]

The time has come to modernize the obsolete regulations of takeovers in Canada. What’s wrong with the current system of regulations of hostile takeovers put in place in 1986 by the Canadian securities commissions? Well, it is quaint, distorting…and illegal. For instance, empirical results provide clear evidence that the changes in U.S. state laws to […]

Ten years ago, Professor Mihaela Firsirotu and I wrote a piece for the C.D. Howe Institute titled Changing the Nature of Governance to Create Value (No. 189, November 2003). We argued that the fiduciary type of corporate governance, the obsessive refinements of guidelines and rules, was fast approaching the point of diminishing, if not negative, […]

“Metro Inc. chief executive officer Eric La Flèche is calling for changes to securities regulation so boards can reject hostile takeover bids without presenting the offer to shareholders. New Quebec rallying cry: Save our grocer A Montreal think-tank founded by former premier Jacques Parizeau says Quebec’s “food sovereignty” would be at risk if grocery chain […]

[…] “Nearly half of Quebec’s 50 most valuable companies have neither a controlling shareholder nor the protection of dual-class shares. As such, they are technically up for grabs. SNC-Lavalin, Metro, Dollarama, Gildan Activewear and Osisko Mining are the most important by market capitalization. What is more, only eight of those 24 companies are incorporated in […]

“Half of Quebec’s 50 biggest publicly traded companies are vulnerable to foreign takeover attempts, new research suggests. It’s a statistical call to arms from a leading corporate expert who argues Quebec is doing the right thing in taking national ownership of the “say no” fight after Ontario ignored it for years. Yvan Allaire, a former […]

The recent offer by US-based Lowes to acquire Rona, occurring as it did in the midst of the Quebec election campaign, has triggered calls for actions to protect the ownership of Rona. Quebec political parties took strong positions against the takeover, ranging from changing corporate laws to pooling funds to acquire a blocking stake in […]

“[…] Invesco bought the bulk of its current Rona stake in May 2007 at a price varying between $17.10 and $17.75 per share so its current state of mind is understandable given the share drop since then, said Yvan Allaire, executive chair of Montreal’s Institute for Governance of Private and Public Organizations. Still, Invesco backed […]

” […] Like the PQ, the CAQ is intent on keeping corporate headquarters in the province intact after a rash of buyouts in recent years hollowed out local decision-making at companies such as Alcan and Molson. They argue head office power means jobs for local accountants and bankers and suppliers, a whole ecosystem of employment that […]

[…] “Yvan Allaire, chairman of the Institute for Governance of Private and Public Organizations, argues that the real rationale for Quebec’s meddling in Rona is to counter the difficulty, under current securities regulations, for the company’s board to reject a hostile takeover attempt. That compares with the United States, where boards have more power under […]

“Quebec-based home improvement retailer Rona Inc. (RON.TO 10.93 -0.08 -0.73%) has found itself in the crosshairs of an unsolicited takeover approach from its American rival Lowe’s Cos (LOW.N 45.14 0.51 1.14%) — even as Rona’s board and management have publicly stated they’re not interested. For Yvan Allaire, Institute for Governance of Private and Public Organizations […]

Usually, they just extract cash, spin off units or sell the company. A typically Canadian storyline has become conventional wisdom to ­explain the Canadian Pacific saga. Clubby Canadian board members, comfortable with the status quo and reluctant to rock the boat, lest they diminish their attractiveness as corporate directors, watch passively as shareholder value is […]

A typically Canadian storyline has become conventional wisdom to explain the Canadian Pacific saga Clubby Canadian board members, comfortable with the status quo and reluctant to rock the boat, lest they diminish their attractiveness as corporate directors, watch passively as shareholder value is destroyed by incompetent management. Institutional investors, pension funds in particular, hide their […]