The board of the Institute for Governance (IGOPP) unanimously approved a Policy paper on Proxy Access by Shareholders to the Director Nomination Process. The prerogative to nominate the members of the board, which has historically been the sole responsibility of boards of directors, has now been challenged by institutional funds determined to acquire the right, […]

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 […]

Today, I’d like to pull together some themes that I have been thinking, speaking, and writing about during my tenure and address them more holistically. Specifically, I’d like to share with you some thoughts about shareholder activism, short-termism, and the SEC. I. What is activism? Like many others, I view activism broadly: it is simply […]

A subset of so-called hedge funds, henceforth known as “activists”, has latched on the idea that many corporations are not managed or governed in a manner likely to maximize value for shareholders. With the capital they have obtained from pension funds and other institutional investors, they take a small position in the equity of publicly […]

“Yet companies, boards, and other investors should keep in mind that shareholder activism is often merely a tactic in a self-interested investment strategy. Shareholder activists such as hedge funds typically are pursuing short-term financial gain at the expense of long-term shareholders and stakeholders. These funds welcome the support of academics and theorists who argue that […]

Financial Activism ” Over the past three years, the number and intensity of financial activism initiatives has increased. The ongoing debate on the wealth effects of hedge fund activism is worth following and is well-covered on Harvard’s corporate governance blog (blogs.law.harvard.edu/corpgov). Although financial activism may return immediate wealth to some shareholders through the sale of […]

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 […]

IGOPP has issued in 2013 a policy position on the role of proxy advisors titled The Troubling Case of Proxy Advisors: Some policy recommendations. This submission draws largely from that policy paper and, hence, it is attached as an appendix. The proposals of the CSA to raise somewhat the level of disclosure requested from proxy […]

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, […]

This policy paper makes recommendations to institutional investors as the prime clients of proxy advisors and to securities commissions as the protectors of the integrity of financial markets. For a variety of reasons, proxy advisors have come to exert undue influence on the governance of companies listed on the stock markets and to play a […]

“The Institute for Governance of Private and Public Organizations is calling on regulators to require that proxy advisory firms ensure accuracy, provide transparency and avoid conflicts of interest in their recommendations and dealings. The institute is an independent organization based in Montreal whose founders include activist investor firm Jarislowsky Fraser Ltd. Its mandate is to […]

This policy paper makes recommendations to institutional investors as the prime clients of proxy advisors and to securities commissions as the protectors of the integrity of financial markets. For a variety of reasons, proxy advisors have come to exert undue influence on the governance of companies listed on the stock markets and to play a […]

In October 2012, Investor Responsibility Research (IRRC) Institute and ISS, the proxy management firm, jointly published a study purporting to assess the relative performance of controlled companies listed on exchanges in the United States (the S&P 1500 Composite Index). The study has received little notice in the Canadian media (but for the Globe and Mail, […]

ISS backed Pershing long before CP battle The news that an American firm had come out in support of Pershing Square Capital’s slate of directors for the board of Canadian Pacific was ­received with bluster and fanfare in Canadian media. There is something strange, even bizarre, in an American outfit making pronouncements about the fate […]