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		<title>Private market investors neglect risk in rush for returns</title>
		<link>https://igopp.org/en/private-market-investors-neglect-risk-in-rush-for-returns/</link>
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		<pubDate>Wed, 04 Dec 2024 15:16:42 +0000</pubDate>
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		<description><![CDATA[The recent scandal involving Adani Group and Canadian pension fund CPDQ exposes flagging standards as investors rush for private markets across emerging markets in Asia. [&#8230;] François Dauphin, who leads the Montreal-based Institute for governance of private and public organisations, identifies a concerning trend. He notes the investors&#8217; due dilligence is suffering under pressure to [&#8230;]]]></description>
		<content><![CDATA[The recent scandal involving Adani Group and Canadian pension fund CPDQ exposes flagging standards as investors rush for private markets across emerging markets in Asia.

[...]

François Dauphin, who leads the Montreal-based Institute for governance of private and public organisations, identifies a concerning trend.

He notes the investors' due dilligence is suffering under pressure to deploy capital quickly and achieve returns, often in unfamiliar investment vehicules.

''In recent years, there has been an abundance of capital from private funds or institutional funds looking for private investments opportunities to improve their total returns,'' Dauphin told AsianInvestor.

''The appeal of private placements lies in the potential of high returns, but the level of risk associated with such projects is also necessarily higher. This is all more true when distance does not allow for direct monitoring.''

Numerous institutional have rushed past standard risk assessment procedures in eagerness to secure leading investment positions, he added.

''This compromised approach to due dilligence has inevitably, led to adverse outcomes, as evidenced by the current situation in India.''

Read more [1]

[1] https://igopp.org/wp-content/uploads/2024/12/ASIANI1.pdf]]></content>
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		<title>Indian billionaire Gautam Adani, former Caisse execs facing charges in the United States</title>
		<link>https://igopp.org/en/indian-billionaire-gautam-adani-former-caisse-execs-facing-charges-in-the-united-states/</link>
		<comments>https://igopp.org/en/indian-billionaire-gautam-adani-former-caisse-execs-facing-charges-in-the-united-states/#respond</comments>
		<pubDate>Fri, 22 Nov 2024 03:21:36 +0000</pubDate>
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		<description><![CDATA[Caisse de dépôt et placement du Québec opened an office in India in 2016, betting that the country’s favourable demographics would fuel returns in renewable energy and transportation infrastructure. Now, the Canadian pension giant has become entangled in what U.S. authorities call “an elaborate scheme” to pay hundreds of millions of dollars in bribes in [&#8230;]]]></description>
		<content><![CDATA[Caisse de dépôt et placement du Québec opened an office in India in 2016, betting that the country’s favourable demographics would fuel returns in renewable energy and transportation infrastructure. Now, the Canadian pension giant has become entangled in what U.S. authorities call “an elaborate scheme” to pay hundreds of millions of dollars in bribes in the Asian country.
Federal prosecutors in New York unveiled charges [1] late Wednesday against Indian billionaire Gautam Adani and seven other individuals, including three former Caisse executives. They allege the 62-year-old tycoon and managers from energy subsidiaries of his business conglomerate conspired in a scheme to pay roughly US$250-million in bribes to Indian government officials. The payments were allegedly to help secure favourable contracts tied to a major solar energy project.
As part of the indictment, the U.S. Attorney’s Office in Brooklyn, N.Y., charged Cyril Cabanes, a former CDPQ managing director of infrastructure for the Asia Pacific region, with conspiracy to obstruct justice. Saurabh Agarwal, former managing director of CDPQ India, and Deepak Malhotra, a former director of infrastructure for South Asia at the Caisse, were charged with the same offences.
The Caisse itself has not been accused of any wrongdoing. But observers say the charges raise questions about how aggressively the Montreal-based pension fund manager is pushing into new countries, how deeply the executives it hires to represent it in those countries are vetted and whether its processes for making investment decisions are robust.
In all, the Caisse had US$7-billion in investments in India as of the end of 2023. Caisse-controlled Azure Power, a renewable energy developer in India, is near the centre of the U.S. allegations.
“This appears to be a culture of bribery and collusion at the very highest levels of this company in India,” said François Dauphin, chief executive of Montreal’s Institute for Governance of Private and Public Organizations. “Private placements can generate high returns, but it is situations like these that fully illustrate the level of risk associated with such projects.”
Prosecutors allege that the three former Caisse executives tried to thwart an investigation by deleting e-mails and presentations that summarized the bribes, and misled investigators from the Federal Bureau of Investigation, the Justice Department and the U.S. Securities and Exchange Commission (SEC).
The allegations have not been proven in court.
The scheme was concealed from U.S. banks and investors, from whom the defendants raised billions of dollars, according to the allegations. Mr. Adani is one of the world’s richest people, with an estimated net worth of nearly US$70-billion, according to Forbes, and he has close ties to Indian Prime Minister Narendra Modi.
Read more [2]

[1] https://www.theglobeandmail.com/business/international-business/article-former-caisse-executives-face-us-charges-in-alleged-bribery-scheme/
[2] https://igopp.org/wp-content/uploads/2024/11/Former-Caisse-execs-charges_The-Globe-and-Mail_Nov2024.pdf]]></content>
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		<title>Best Caisse Scenario</title>
		<link>https://igopp.org/en/best-caisse-scenario/</link>
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		<pubDate>Fri, 24 May 2024 02:53:30 +0000</pubDate>
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		<description><![CDATA[A debate is raging over whether Canada’s pension plans invest enough of their vast assets at home. And Charles Emond – the man charged with producing big returns while contributing to Quebec’s economy – is at the centre of it all. Charles Emond leans into the microphone, ready to act out a perennial ritual for [&#8230;]]]></description>
		<content><![CDATA[A debate is raging over whether Canada’s pension plans invest enough of their vast assets at home. And Charles Emond – the man charged with producing big returns while contributing to Quebec’s economy – is at the centre of it all.

Charles Emond leans into the microphone, ready to act out a perennial ritual for the CEO of Quebec’s largest pension fund manager: parrying questions from politicians about whether its investments in its home province—which account for one-fifth of its $434-billion portfolio—are enough.

It’s late April, and Emond is appearing at a hearing at Quebec’s National Assembly, where parliamentarians are zeroing in on a perceived dilution of the share of assets the Caisse de dépôt et placement du Québec has invested at home, from 26.1% a decade ago to 20.3% today. Shouldn’t the Caisse, they ask, at least get back to that previous threshold?

Speaking softly in French, Emond reminds MNAs that the Caisse set a target two years ago to boost its assets in Quebec from $78 billion to $100 billion by 2026. But what’s even more relevant, he says, is that with $88 billion now invested in a province with a GDP of nearly $500 billion, “the Caisse is the pension fund that is the most invested, in the world, in its local economy.”

Seated at Emond’s left elbow, a powerful ally—Quebec Finance Minister Eric Girard—comes to the Caisse’s defence. “We must take into account the size of the fund, the size of the Quebec economy. We can’t compare percentages from different eras,” Girard told the MNAs. “What’s important is the Caisse is a partner to the Quebec economy.”

(…)

There are checks and balances that help guard the Caisse’s independence, says François Dauphin, CEO of the Montreal-based Institute for Governance of Private and Public Organizations (IGOPP). One is the intense scrutiny on the Caisse. “People want to make sure that they do get the same returns as they would” in any other pension fund, Dauphin says.

The Caisse’s long investment horizon, and the fact that its leaders sometimes outlast governments, affords another layer of protection.

The government selects board members, including the chair, and approves the CEO, which certainly gives it influence. But those appointments are guided by recommendations from board committees, and if government ignored all input, “you would see people resigning from the board,” Dauphin says. “They wouldn’t accept that.”

Tessier, the former chair, held his fingers up in the shape of a zero to show how many times the government called to tell him to do something. “It never happened,” he says.

The current chair, St-Gelais, who spent his career in finance and provincial government, says he “would never agree to let the government put its hands in the Caisse decision-making process. I will just stand up and tell the government, ‘You have to stop doing this—it won’t work with me, and you will have to find someone else if you want to go this way.’”

Ultimately, says Dauphin, there may be one sure-fire defence against undue influence or criticism: “Good results, and long-term good results. They did not let go of their returns to invest in the local economy. In that sense, I think it’s probably the best answer they can give.”

Read more [1]

[1] https://igopp.org/wp-content/uploads/2024/05/A-debate-is-raging-over-Canadian-pension-plans_Globe-and-Mail_May-2024.pdf]]></content>
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		<title>South African prison scandal raises concerns over Caisse’s G4S connections</title>
		<link>https://igopp.org/en/south-african-prison-scandal-raises-concerns-over-caisses-g4s-connections/</link>
		<comments>https://igopp.org/en/south-african-prison-scandal-raises-concerns-over-caisses-g4s-connections/#respond</comments>
		<pubDate>Mon, 01 May 2023 19:26:06 +0000</pubDate>
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		<description><![CDATA[[&#8230;] Even before this latest scandal, questions were being raised about why a Canadian corporate pillar like the Caisse would jump into the security industry and, later, associate itself with a company like G4S, which has a checkered recent history. Critics say the pension giant, which administers the retirement funds for thousands of public-sector employees, has no business [&#8230;]]]></description>
		<content><![CDATA[[...]
Even before this latest scandal, questions were being raised [1] about why a Canadian corporate pillar like the Caisse would jump into the security industry and, later, associate itself with a company like G4S [2], which has a checkered recent history. Critics say the pension giant, which administers the retirement funds for thousands of public-sector employees, has no business being in the security sector and that the risks outweigh the returns. Others say it should use its muscle to push Allied harder on cleaning up G4S – and be fully transparent about its concerns.
“Doing something means either leaving or trying to be an agent of change,” said Yan Cimon, a specialist in corporate strategy and governance at Quebec City’s Laval University. “It’s clear that the status quo is not enough. You cannot sit back and wish for that G4S experience in South Africa to go away.”
Pension fund investments around the world are coming under increased scrutiny as environmental, social and governance (ESG) standards gain importance. Observers are asking whether it’s appropriate to direct retirees’ money into shares in gun manufacturers, oil and gas producers, and other companies often seen as offside on human progress efforts.
The Caisse has a policy on responsible investment in which it cautions it might invest in sectors that “may appear problematic from the standpoint of social responsibility.” It says it approaches those investments in part by taking a “collaborative approach” with the companies it holds in its actively managed portfolios, which includes communicating directly with a company’s executives or directors to discuss concerns.
The Globe and Mail sent the Caisse a series of questions about the South African controversy, and Allied’s ownership of G4S. The fund manager did not directly answer those questions but spokesman Conrad Harrington said it was following the situation in the country closely and takes any human-rights allegations “very seriously.”
Caisse “is one of the world’s most respected investors when it comes to ESG criteria – which we apply rigorously and consistently,” Mr. Harrington said in an e-mailed response. “There is no exception with this investment and we have an active ongoing dialogue with the company across a number of strategic matters. When Allied acquired G4S, they communicated plans to evaluate options for certain non-core businesses and these conversations are ongoing.”
The Caisse bought into Allied Universal in 2019 in a deal that valued the security company at US$7-billion, citing the industry’s organic growth and consolidation potential. It held a 27.7-per-cent stake in the company as part of $402-billion in assets under management at the end of 2022, according to its latest annual report; and it has two directors on Allied’s 11-member board. The largest shareholder in Allied is a group of funds controlled by New York-based private equity firm Warburg Pincus LLC.
Some say the Caisse should consider selling its investment in Allied. They argue staying in reflects poorly on the pension fund’s own reputation, particularly if the U.S. company remains in the business of private prisons through its G4S ownership.
[...]
Caisse has a responsibility to ensure that its investment complies with laws and international standards on corruption, Mr. Baker said. “Given controversies like the one G4S is currently facing in South Africa, and the poor investment performance for the private prison industry, it is unclear why CDPQ, Allied Universal and G4S are still in the private prison business,” he said.
Others have a different view. Pulling out of Allied altogether is the “easy” route, said Patric Besner, vice-president of Montreal’s Institute for Governance of Private and Public Organizations, a think tank. Staying in and pushing to influence the company to have better metrics and better governance is a harder path but the one that might yield better outcomes in the long term, he said.
“The problem is that if they pull out, there will be no force to encourage these corporations to act better and improve their ESG and improve their environmental rules and regulations,” Mr. Besner said.
[...]
Pension funds in Norway and New York have divested themselves from G4S in recent years. Norges Bank Investment Management, which manages Norway’s government pension funds, sold its shares in G4S after its ethics council decided there was an “unacceptable risk” that the company is responsible for “serious or systematic human-rights violations.”
Read more [3]

[1] https://www.lapresse.ca/affaires/2020-06-22/la-caisse-et-les-dangers-de-la-securite-privee
[2] https://www.theglobeandmail.com/business/article-gardaworld-ceo-blasts-the-caisse-for-backing-allied-universal-in-bid/
[3] https://igopp.org/wp-content/uploads/2023/05/South-African-prison-scandal-raises-concerns-over-Caisse’s-G4S-connections-The-Globe-and-Mail_May-2023.pdf]]></content>
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		<title>Caisse bows out of Montreal light rail project</title>
		<link>https://igopp.org/en/caisse-bows-out-of-montreal-light-rail-project/</link>
		<comments>https://igopp.org/en/caisse-bows-out-of-montreal-light-rail-project/#respond</comments>
		<pubDate>Mon, 02 May 2022 17:31:00 +0000</pubDate>
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		<description><![CDATA[Canadian pension fund giant Caisse de dépôt et placement du Québec is stepping away from a proposed new $10-billion light rail line in eastern Montreal after encountering seemingly insurmountable difficulties with the design of the downtown portion of the project. Quebec and Montreal will take over leadership of the venture, the two governments said in [&#8230;]]]></description>
		<content><![CDATA[Canadian pension fund giant Caisse de dépôt et placement du Québec is stepping away from a proposed new $10-billion light rail line in eastern Montreal after encountering seemingly insurmountable difficulties with the design of the downtown portion of the project.

Quebec and Montreal will take over leadership of the venture, the two governments said in a joint statement Monday. They vowed to push on with modified plans for the transit line, calling it essential for the quality of life of citizens and for the growth of companies in the city’s east end.

The province gave the Caisse a mandate for detailed planning of the project, known as REM de l’Est, in 2020. It was initially conceived as a 32-kilometre automated light-rail system linking the eastern and northeastern areas of Montreal Island to the downtown core. Parts of the territory covered by the proposed network are former industrial lands that have fallen into neglect and political leaders are hoping a robust transit link will breathe new life and investment into the area.

Opposition to the conception and design the Caisse proposed has been widespread, however. Urban planners and citizens charged that the section of the rail line cutting into downtown Montreal would disfigure the city because much of it would be above ground. Montreal’s regional transit authority said it would siphon ridership and revenue from existing transit networks while attracting a limited number of new clients.

“We’ve concluded that the section into downtown has to be withdrawn,” because there is no social acceptability for it, Quebec Premier François Legault said at a news conference Monday. Removing the downtown section changes the project’s financial scope for the Caisse because the pension fund was counting on that traffic into the centre of the city, he said.

“They don’t want to pursue this project any more and I understand that,” Mr. Legault said of the Caisse. “That doesn’t mean there won’t be other projects.” The government continues to work with the pension fund manager to analyze other transit line possibilities, notably in Longueuil on Montreal’s South Shore, he said.

[ ... ]

Ending its involvement with the REM de l’Est shouldn’t hurt the Caisse in its efforts to strike other infrastructure deals, said Patric Besner, vice-president at Montreal’s Institute for Governance of Private and Public Organizations. If there had been another solution for the return on investment it was comfortable with, “I’m pretty sure that the Caisse would have found a way” to move forward, he said.

Read more [1]

[1] https://mcusercontent.com/d1c76e2e88e07148ab7072c66/files/51e41b12-a26d-75a0-ecdf-4f3a8866af86/The_Globe_and_Mail_Caisse_bows_out_of_Montreal_light_rail_project_May_2022.pdf]]></content>
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		<title>Couche-Tard’s end of special voting rights will be closely watched by critics, defenders of dual-class share structures</title>
		<link>https://igopp.org/en/couche-tards-end-of-special-voting-rights-will-be-closely-watched-by-critics-defenders-of-dual-class-share-structures/</link>
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		<pubDate>Sun, 05 Dec 2021 19:53:34 +0000</pubDate>
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		<description><![CDATA[n will set this week on the special voting rights held by the four founders of Alimentation Couche-Tard Inc., leaving the Canadian convenience store giant more exposed to investor pressure than ever before. Its fate will be closely watched by both critics and defenders of dual class share structures. Laval, Que.-based Couche-Tard is one of [&#8230;]]]></description>
		<content><![CDATA[n will set this week on the special voting rights held by the four founders of Alimentation Couche-Tard Inc., leaving the Canadian convenience store giant more exposed to investor pressure than ever before. Its fate will be closely watched by both critics and defenders of dual class share structures.
Laval, Que.-based Couche-Tard is one of Canada’s biggest companies, with a current market capitalization of $50.6-billion. It’s controlled by executive chairman Alain Bouchard and three other founders through a special class of stock that gives them 10 votes for every share they own. A so-called sunset clause – put in place in 1995 when the founders were in their 30s and 40s – says those super-voting rights will end when the youngest of them turns 65 or dies.
That clause will be triggered on Dec. 8, when the youngest founder, Jacques D’Amours, celebrates his birthday. The company’s two classes of shares will subsequently become one class, with uniform voting power. All of the company’s Class B shares will be delisted from the TSX at the close of trading on Dec. 7, and only Class A shares will trade at open the next day under the same ticker, ATD, Couche-Tard said Friday evening in an update on the process.
Mr. Bouchard, who grew up living in a trailer with five siblings and climbed from poverty to become one of Canada’s richest men through his corner store empire, has said that while this is an important moment in Couche-Tard’s history, the end of the company’s dual class share structure is largely a “non-event” for its operations. In his view, Couche’s continued strong performance will help keep any activist investors at bay, while its sheer size will limit the number of companies that could raise the amount of money needed to mount a hostile takeover attempt.
“We have been planning for this for some time,” Mr. Bouchard said in the update. He added that the founders will remain as directors and stay closely involved in the organization. “My commitment and leadership of the business will not change, and I am more confident than ever before that our size, our winning culture and strategy, and the structures that we have put in place … will serve the business well.”
There is more at stake, however, than the emotions of the founders, all of whom are now billionaires as a result of the company’s share price appreciation over the years. At a time when dual class share structures have once again come under scrutiny – a result of the family battle at Rogers Communications Inc. – what happens to Couche-Tard in the months and years ahead could have broader repercussions for the Canadian corporate landscape, observers say.
The number of companies adopting dual class share structures in both Canada and the United States is rising, even as governance experts continue to warn about the drawbacks of such systems. Critics say dual class shares can entrench a company’s leadership when it performs poorly, by limiting the power of shareholders to vote in new directors.
More companies with dual class systems listed on the TSX in the first nine months of 2021 than in the prior two years combined, according to data from the TMX Group.
In Canada, companies that unwind their dual class share structures are “really rare,” said Catherine McCall, executive director of the Canadian Coalition for Good Governance (CCGG). She said what happens at Couche-Tard will be a petri dish experiment that will show how things can unfold for other companies. Her organization represents 54 major institutional investors in Canada, which collectively manage $5-trillion in assets.
The results at Couche-Tard could fuel arguments on both sides of the dual class share debate, Ms. McCall said. “If there are issues with control, then the people that are very much in favour of dual class shares are going to say ‘we told you so.’ And especially in Quebec, that’s an issue.”
All four founders have been selling some of their stakes in the company this year as the sunset date approaches.
[...]
Together, the four founders own 22 per cent of the company’s equity, and they will continue to have 66 per cent of its voting rights while the multiple-voting system still exists. After their special rights expire, that stake, in combination with the support of friendly shareholders such as the Caisse de dépôt et placement du Québec, will still give them “almost a blockage type of group if there’s something we don’t like,” Mr. Bouchard has said.
While that might be true, Couche-Tard will lose the immunity it had against unsolicited bids when the dual class system is dissolved, said François Dauphin, chief executive of Montreal’s Institute for Governance of Private and Public Organizations.
More generally, the company will be more vulnerable to external pressure than it has ever been, he added. For example, institutional investors or proxy advisory firms could press Couche-Tard to change elements of its governance and it will have to respond. Already, the company has signalled it will move to taking analyst questions in real time on its quarterly calls instead of compiling their queries in advance.
“Some people will be happy about this,” Mr. Dauphin said of the move to a single class of shares. “We will see in a few years. If we lose a company like Couche-Tard due to a hostile takeover or reverse takeover by another company somewhere, we might be disappointed.”
In 2016, the founders proposed extending their voting rights, but the company cancelled a shareholder vote on the proposal at the last minute after concluding that it did not have the two-thirds support needed from subordinate shareholders. Behind the scenes, investors expressed uneasiness about the founders’ children inheriting control of Couche-Tard.
Mr. Bouchard took the rejection personally. But time, and the company’s growth since then, appear to have healed what was once a raw wound.
Read more [1]

[1] https://igopp.org/wp-content/uploads/2021/12/Couche-Tard’s-end-of-special-voting-rights_The-Globe-and-Mail_December-2021.pdf]]></content>
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		<title>Corporate Purpose, ESG, stakeholders: what’s the deal?</title>
		<link>https://igopp.org/en/corporate-purpose-esg-stakeholders-whats-the-deal/</link>
		<comments>https://igopp.org/en/corporate-purpose-esg-stakeholders-whats-the-deal/#respond</comments>
		<pubDate>Tue, 17 Nov 2020 15:15:16 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
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		<guid isPermaLink="false">https://igopp.org/raison-detre-esg-parties-prenantes-a-quoi-cela-rime-t-il/</guid>
		<description><![CDATA[Since the publication in 1932 of Berle and Means’ The Modern Corporation and Private Property, “capitalist” societies have been engaged in a forlorn quest for an appropriate definition of the role, justification and “raison d’être” of large corporations. Except for the legal fiction of shareholders as owners, corporations of the 1950’s, 60’s and 70’s, were [&#8230;]]]></description>
		<content><![CDATA[Since the publication in 1932 of Berle and Means’ The Modern Corporation and Private Property, “capitalist” societies have been engaged in a forlorn quest for an appropriate definition of the role, justification and “raison d’être” of large corporations.

Except for the legal fiction of shareholders as owners, corporations of the 1950’s, 60’s and 70’s, were not really “owned” by anyone but controlled by management. In this context, the manager had to be a man (or a woman) of many constituencies, a nimble balancer of conflicting interests, an impartial purveyor of amenities to one and all, a human synthesizer of the rights and interests of all parties which might directly or indirectly be affected by the actions of the corporation. Whether managers actually internalized these norms of conduct is a moot point. That concept of the corporation gave rise to formidable, dominant companies, such as IBM, Johnson and Johnson, GM, GE.

However for the last 40 years or so, with the rise of “financial capitalism” and the clever linking of executive compensation to share price, “creating shareholder value” became the driver of management, the rallying cry of the executive corps. That worked well for the managerial class. No matter that all large corporations proudly brandish statements about their Vision, Mission, Values and Ethics, recriminations and discontent simmered and eventually crystallized around a bundle of expectations now assembled under the ESG banner. [Environment, Social and Governance]

Institutional funds, pension funds, asset managers of various stripes and index funds particularly have joined, indeed led the bandwagon, relentlessly pushing corporations to include ESG issues in their management. Most corporations have given in to the pressure with various degrees of enthusiasm.

The proxy advisory firms (ISS in particular), their noses firmly in the wind, have sniffed the trend and now intend to include ESG factors in their assessment of corporate governance.

That’s the context which led some 181 CEOs of large (mainly American) corporations, under the aegis of the Business Roundtable, to sign a solemn undertaking, a year ago or so. They committed to adopt and impose on themselves a “Purpose” of care for, and nurturing of, their stakeholders. Henceforth, corporate decisions will factor in the interests of various parties, including the civic society and Mother Earth.

Professor Colin Mayer, one of the promoters of the ‘corporate purpose”, puts it this way: “the purpose of business is to solve the problems of people and planet profitably, and not profit from causing problems”. Hum, all leaders of large corporations will subscribe to this broad and vague agenda.

Business circumstances, at least for the oligopolistic leviathans, are changing; the greatest threat to these corporations’ survival often comes from the social and political environment, not mainly or solely from the economic and competitive environment. Large companies with slack resources can cope with the piling up of new demands and expectations in matters of environment, social responsibility, diversity and so on. But three points need to be emphasized here:

1. In this quest for a stakeholder oriented corporation and the multiplication of new ESG mandates, what’s the role of the entrepreneurial spirit, the drive to create and build a business in a world of sharp competition and evolving technologies? The vibrancy of an economy rests on entrepreneurial activity. Let’s be careful, lest we collectively stifle the entrepreneurial drive.

2. As the demands and legal requirements imposed on business corporations largely single out stock-market listed corporations, the current drought of new businesses listing on a stock exchange may worsen as entrepreneurs weigh the costs and benefits of “going public” and private sources of funding mushroom.

3. In Canada, two rulings by the Supreme Court clarified the meaning of acting in “the interest of the corporation” as stipulated in the Canadian Business Corporation Act. Boards of directors in their decisions must give equal consideration to stakeholders and shareholders; boards should not favor any particular group in its decision-making. Basically, we have in Canada a stakeholder model of governance. The U.S. jurisprudence is not that clear on this issue; several legal scholars still argue that maximizing shareholder wealth should be the prime objective of boards of directors. For instance, Professor Bainbridge writes “The law of corporate purpose remains that directors have an obligation to put shareholder interests ahead of those of other stakeholders and maximize profits for those shareholders”.

That is the context for the BRT’s “Purpose” initiative: an unclear American legal framework combined with investor and societal/political pressures on management to adopt a sort of stakeholder model.

But In Canada, this whole agitation about “Corporate Purpose” is moot as stakeholder governance is the law! Canadian boards of directors should be governed accordingly although there is yet little empirical evidence as to how that legal fact has impacted governance in Canada.

When all is said and done, managing for the long term, factoring in the multiple interests of the broader society, desirable goals indeed, will only happen when the games of some financial types are checked and executive compensation is re-arranged to support these objectives. Otherwise, all this agitation is perfunctory, pro-forma, “sound and fury signifying nothing”.

&#160;

Opinions expressed in this article are strictly those of the authors.
]]></content>
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		<title>The Angels of Market Efficiency</title>
		<link>https://igopp.org/en/the-angels-of-market-efficiency/</link>
		<comments>https://igopp.org/en/the-angels-of-market-efficiency/#respond</comments>
		<pubDate>Fri, 10 Jan 2020 15:02:22 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
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		<category><![CDATA[Activism]]></category>
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		<guid isPermaLink="false">https://igopp.org/the-angels-of-market-efficiency/</guid>
		<description><![CDATA[Mr. Ben Axler, Chief Investment Officer and founder of Spruce Point Capital responds (Financial Post, December 17th, 2019) to my article on short sellers of his kind (Financial Post, December 13th, 2019). He trots out the worn-out argument that short sellers only reveal the sordid truths hidden in the bosom of corporations. In short, “professional” [&#8230;]]]></description>
		<content><![CDATA[Mr. Ben Axler, Chief Investment Officer and founder of Spruce Point Capital responds [1] (Financial Post, December 17th, 2019) to my article [2] on short sellers of his kind (Financial Post, December 13th, 2019). He trots out the worn-out argument that short sellers only reveal the sordid truths hidden in the bosom of corporations.

In short, “professional” short sellers are sort of the guardian angels of market efficiency acting as a countervailing force to the fawning, relentlessly positive and often corrupted recommendations of sell-side analysts! Indeed, sell-side analysts tend to see glasses as half-full; for short sellers, glasses are always empty and… dirty.

The consequences of short-sellers’ actions may be dramatic. The near collapse of the financial system in 2008 owed a good deal to the savage, incendiary role of short selling (particularly of the “naked” sort). The book “On the Brink”, written by Hank Paulson, U.S. Treasury Secretary at the time of the financial crisis, makes clear the noxious role played by short sellers during that frightening period. That’s what angels of market efficiency do!

Mr. Asler invites me to share with him what I find wrong in their report on Canadian Tire. Much, too much for a short article but an overarching theme would be the relative ignorance of the Canadian retail market that pervades their report. Spruce Point Capital assumes the competitive and buying behavior of Canadians are identical to Americans. That assumption has proven costly in a number of instances (Think Target, Kmart, Sam’s Club, Best Buy, Sears). Similarly, Canadian retailers which crossed over to the US market were often taught a painful lesson about the differences between the two markets.

So, Spruce Point Capital’s report on Canadian Tire (CT) is insensitive to the particular nature of the Canadian retail and financial markets. It keeps comparing CT unfavourably to Amazon and Walmart as the be-all, end-all of retailing. That myopic American perspective may explain the case of Dollarama.

Barely a year ago in October 2018, Spruce Point Capital launched a virulent campaign against Dollarama producing a long negative report to buttress its claim that the stock price of Dollarama should or would drop from $46 to $28; the stock price actually leveled off briefly at $31 in December 2018 from which level it soared back to above $45.

I made two basic points in my earlier piece, which bear repeating.

1. Canada is a benign place to practice financial/casino capitalism as our regulators never adopted either of the two following measures put in place in the USA. As a consequence of the financial crisis, the SEC has clamped down on “naked” short selling, the practice of selling shares but delaying the delivery of the shares for as long as possible in the hope of buying back the shares at a much lower price without incurring the cost of borrowing shares from other holders. Also, in 2010, the SEC introduced a measure whereby if the price of a security falls by more than 10 per cent, transactions in the stock are stopped for the remainder of the day and all of the following day.

2. Large institutional investors with a significant position in a company have, or should have, the analytical wherewithal to assess public claims made by short sellers against this company. If they find those claims to be illfounded or even false, they should state so publicly instead of, as is the case now, letting the company fend off the attack by itself. And these large institutional funds should not lend their shares to short sellers of the Spruce Point Capital ilk.

Should Canada let American short sellers roam free and wreak havoc in our financial markets? To ask the question is to answer it.

&#160;

The author is solely responsible for the opinions expressed in this article.

[1] https://business.financialpost.com/opinion/counterpoint-short-sellers-like-us-create-real-value-for-public-markets-by-telling-canadian-investors-the-truth
[2] https://igopp.org/limiting-the-damage-of-short-sellers/]]></content>
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		<title>Limiting the damage of short-sellers</title>
		<link>https://igopp.org/en/limiting-the-damage-of-short-sellers/</link>
		<comments>https://igopp.org/en/limiting-the-damage-of-short-sellers/#respond</comments>
		<pubDate>Fri, 13 Dec 2019 15:56:40 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
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		<guid isPermaLink="false">https://igopp.org/?p=12198/</guid>
		<description><![CDATA[When any individual investor or fund comes to the conclusion after careful analysis that a company is over-valued, it may very well sell short the shares of that company. Fair enough. If the analysis proves right, facts on the ground will confirm it eventually and the stock price will drop. But that’s not the game plan [&#8230;]]]></description>
		<content><![CDATA[When any individual investor or fund comes to the conclusion after careful analysis that a company is over-valued, it may very well sell short the shares of that company. Fair enough. If the analysis proves right, facts on the ground will confirm it eventually and the stock price will drop.

But that’s not the game plan of “professional” short-sellers. These funds produce a wholly negative report about a targeted company, which they broadcast widely to media, analysts, and investors in the hope of producing a stampede of shareholders exiting the  company’s stock. The result usually is a sharp drop in price as a kind of self-fulling prophecy. The short seller then buys the stock back at this much lower price and sails into the sunset with a bundle of cash.

Several countries (Japan, France, Germany, Italy) are considering ways and means to curtail the ability of activist funds to inflict damage to their industrial structure. Japan’s huge Government Pension Fund has suspended all loans of shares to short-sellers; if all Canadian institutional funds were to adopt such a policy, it would drive way up the price of borrowing shares to short-sell and make it more difficult to carry such operations profitably.

France is proposing to lower the threshold for reporting holdings of shares in a company from 5% to 3%. (Canada is a laggard and an outlier in this respect with a threshold of 10%; USA=5%; UK=3%). Furthermore, in the UK, short sellers must make their position public when it reaches 0.5% of outstanding shares and must include all derivatives in the computation of that ratio.

In the U.S., the SEC has clamped down on “naked” short selling, the practice of selling shares but delaying the delivery of the shares for as long as possible in the hope of buying back the shares at a much lower price without incurring the cost of borrowing shares from other holders. The SEC has instituted a “Hard T+3 Close-Out Requirement” imposing a three-day limit on stock delivery after a sale. No such restriction has been put in place in Canada.

Also, short selling could not be carried out if the last transaction had not been executed at a price higher than the previous transaction (the “uptick” rule). This rule was dropped in the U.S. in 2007 and in Canada in 2012. However, in 2010, the SEC introduced a modified tick test that is triggered for the remainder of the day and all of the following day if the price of a security falls by more than 10 per cent. This modified tick test was never adopted in Canada. (Activist short-sellers are increasingly targeting Canadian companies — is Canada ready? Financial Post, Barbara Shecter, October 6th 2017

Canada is thus a benign place to practice financial/casino capitalism. The features of this sort of capitalism are in full display at Spruce Point Capital, the American hedge fund and serial aggressor of Canadian companies. This fund practices the dark art of short selling. Barely a year ago in October 2018, Spruce Point Capital launched a virulent campaign against Dollarama. It produced a report to buttress its claim that the stock price of Dollarama should or would drop from $46 to $28; the stock price actually leveled off at $31 in December 2018 from which level it soared back to above $45.

It is fair to assume that Spruce Point Capital bought back shares it had short-sold at $46, making a hefty profit of some $15 per share in a period of some 2-3 months! But what about those shareholders who believed Spruce Point’s “demonstration” and sold their shares on the way down only to find that they had been helping  unwittingly) a financial scheme, losing a large amount of money in the process. Should they not have a claim, a basis for a class action, against Spruce Point Capital? Why are activist hedge funds permitted to publicly and with impunity disparage any company, to spread innuendoes (“possibly misleading accounting”, “potential shenanigans”), and to carry “ad hominem” attacks on officers or
board members?

The same process, the same modus operandi, is on display at the most recent Canadian target of Spruce Point Capital: Canadian Tire is “An Antiquated And Structurally Non- Competitive Brick And Mortar Retailer With No Clear Focus And No Competitive Advantage” claims Spruce Point in a report of 108 unreadable pages made public on the morning of December 5th (“Kicking the tire down the road”).

Although there may be kernels of truth in their analysis, the report throws everything but the kitchen sink at the reader and in the process throws mud at an Executive Vice-President and the Chairwoman of Canadian Tire.

What one will never find in these hack jobs is any concern for the environment and the society at large or for stakeholders other than shareholders. Yet, almost all institutional investors have now adopted strategies that put a high priority on Environment and Society, on long-term investment horizon and due consideration for all stakeholders of a company. Given this solemn commitment, why would these institutional investors support and abet the shenanigans of activist hedge funds whose sole focus is on short-term profit?

Large institutional investors with a significant position in a company have, or should have, the analytical wherewithal to assess public claims made by short sellers against this company. If they find those claims to be ill-founded or even false, they should state so publicly instead of, as is the case now, letting the company fend off the attack by itself. And these large institutional funds should not lend their shares to short sellers of the Spruce Point Capital ilk.

Canadian securities authorities and institutional fund managers should adopt some ways and means to limit the nefarious activities of activist funds, particularly the short-selling kind: more transparency, better regulations, enhanced constraints, self-discipline by institutional investors.

The author is solely responsible for the opinions expressed in this article.
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		<title>RONA: a tragedy in three acts</title>
		<link>https://igopp.org/en/rona-a-tragedy-in-three-acts/</link>
		<comments>https://igopp.org/en/rona-a-tragedy-in-three-acts/#respond</comments>
		<pubDate>Fri, 22 Nov 2019 16:29:04 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
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		<category><![CDATA[Hostile takeovers]]></category>
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		<description><![CDATA[Act I: In July 2012, the American corporation, Lowe’s, makes some noise about acquiring RONA, the Quebec-based chain of hardware stores. Coming on the eve of an election campaign in Quebec, the prospect of a foreign acquisition of a “strategic” Quebec company generates strong reactions and a sort of political consensus: “The Quebec government must [&#8230;]]]></description>
		<content><![CDATA[Act I: In July 2012, the American corporation, Lowe’s, makes some noise about acquiring RONA, the Quebec-based chain of hardware stores. Coming on the eve of an election campaign in Quebec, the prospect of a foreign acquisition of a “strategic” Quebec company generates strong reactions and a sort of political consensus: “The Quebec government must give itself the means to block such ‘hostile’ actions.” Shaken by this political agitation and likely social fallout, Lowe’s pulls back without making an offer. The Quebec government then examines various options to protect local control of corporations against foreign takeovers. The best seems to be that government-controlled or government-friendly financial institutions collectively but independently acquire a blocking position in the shareholders’ equity of “strategic” companies. That actually is implemented in the case of RONA.

Act II: Three and a half years later, Lowe’s comes back with a “generous” bid for all RONA shares. It will turn out to be a bad deal for Lowe’s, as was Rio-Tinto’s acquisition of Alcan. The price was too high and the integration issues more formidable than anticipated. However, at the price offered the deal received the enthusiastic support of the executive officers, members of the board and shareholders, including government-friendly institutions. All were substantially enriched by this transaction. Lowe’s became the owner of the Quebec corporation but had to make some vague commitments about how many jobs would be preserved and where RONA’s headquarters would be located.

Act III: A third troubling act is now unfolding—though it lacks suspense as the outcome is already a foregone conclusion. Lowe’s is under pressure in the markets for lackluster performance and its Canadian operations (i.e., RONA) have become a drag on earnings.

In spite of the solemn, albeit vague, commitments to permanent jobs and other things that it delivered at the end of the second act, Lowe’s is listed on the New York Stock Exchange and thus must deliver on the only commitment that really counts: doing everything to maintain and drive up the price of its stock. At stake in that very real day-to-day drama are the jobs of its senior executives and the quantum of their compensation. Any hesitation or delay in taking all necessary measures to meet the shareholders’ expectations will be severely and swiftly punished.

That is the inexorable law of financial markets, and it also applies to Canadian companies when they are acquiring companies abroad.

One may regret the turn of events at RONA, but it does no good and benefits no one to raise the specter of boycotts and other forms of reprisals against RONA/Lowe’s, as some voices are currently doing. So what should be done?

In the Canadian legal and regulatory context, the only obstacle to hostile takeovers comes from the form of a corporation’s ownership and control. Mechanisms such as dual-class multiple-voting shares, controlling shareholders, and legal impediments to foreign control (such as exist for banks, insurance companies, air transporters, telecommunications companies)—all these shield companies, not only from any kind of short-term pressures from shareholders, but also from unwanted takeovers.

These days, however, takeovers, foreign or domestic, are rarely “hostile” but instead are usually abetted by willing boards of directors, as in the second act of RONA. When that’s true, the only way the Quebec government could block a takeover of a “strategic “ company would be through the creation of some informal consortium of institutional funds, such as Investissement Québec, the Caisse de dépôt, the Fonds de solidarité, the Mouvement Desjardins, which would collectively hold a third of all voting shares in "strategic" companies, whatever those may be. But that would be very controversial and would raise many thorny issues.

Let’s beware: what starts as tragedy often ends up as farce!

The opinions expressed here are his alone.
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