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 […]

Under what circumstances is it appropriate to lay criminal charges against a publicly listed corporation for the actions of its employees? What justifies imposing what amounts, in Terrence Corcoran’s words, to a “corporate death penalty”? (Financial Post, February 23rd, 2015) Lawyers will debate these questions ad infinitum” but what would be a common-sense answer? A […]

The measure of a business corporation’s success is undoubtedly its economic performance. However, to achieve an excellent performance in the long run, the corporation must make the best use of the talent and experience of all its personnel. It must protect its good reputation as an employer, supplier of goods and services, buyer and citizen […]

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 […]

So a couple of additional provinces might sign up for Ottawa’s deal to create some sort of centralized securities regulator. Ottawa just won’t let go of this foolish idea. Having been rebuked by the Supreme Court, having been shown that all the claims made to justify a “national”security commissions were bogus, the federal government is […]

The Institute for Governance (IGOPP) submitted his comments to Industry Canada in response to the Consultation on the Canada Business Corporations Act (CBCA).. We will examine these issues individually to formulate specific recommendations in each case. In its comment document, the IGOPP covered the following topics: Shareholder advisory votes on compensation packages Diversity of board […]

The Institute for Governance (IGOPP) submitted his comments to Industry Canada in response to the Consultation on the Canada Business Corporations Act (CBCA).. We will examine these issues individually to formulate specific recommendations in each case. In its comment document, the IGOPP covered the following topics: Shareholder advisory votes on compensation packages Diversity of board […]

“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 […]

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 […]

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 […]

“[…]“Today, it must be recognized that the integral application of this law could lead to unjust consequences for tens of thousands of innocent workers and to the destruction of an industry that’s vital to the Quebec economy,” Yvan Allaire, chairman of Montreal’s Institute for Governance of Private and Public Organizations, wrote in a July 2 […]

“[…] As the argument goes, SNC-Lavalin is too big to fail. That line of reasoning saved American banks when they created a housing bubble only to have it burst in their face. It also sparked the multi-billion-dollar bailout of North American car companies when the global economy tanked. “There are hundreds if not thousands of professionals […]

“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 […]

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 […]

At a time when the political and financial elite gathered at Davos frets about the failures of capitalism and the need for its reform, Professors Yvan Allaire and Mihaela Firsirotu, in a new book titled “A Capitalism of Owners “, propose an action plan to change fundamentally the way capitalism has come to work. We must bring back […]