Glenn Chamandy, co-founder of Gildan Activewear Inc. GIL-T, left his job as chief executive officer last year in a cloud of mystery after relations with his board soured. Now he returns triumphant – and under more pressure than ever before to deliver returns for the investors who won his job back. The raucous five-month battle that engulfed […]

U.S. investment firm Browning West is seeking a court order preventing the board of Gildan Activewear Inc. from signing any binding deal to sell the clothing maker until shareholders vote on new directors. The request was made last week as an amendment to an existing suit in the Quebec Superior Court’s commercial division, filed by […]

Canadian clothing maker Gildan Activewear Inc., GIL-T locked in a fight with dissident investors over its decision to sack its chief executive officer in December, is convening its shareholders in late spring to vote on whether they want a new board. The company says the timeline for the meeting on May 28 will give investors “a reasonable […]

Teck’s Dual Class Amendment Teck Resources Limited (“Teck”) recently announced that it will be collapsing its dual class share structure (“DCSS”) by introducing a six-year sunset for the multiple voting rights attached to its Class A common shares (the “Dual Class Amendment”). An overwhelming majority of Teck’s shareholders voted in favour of the Dual Class […]

Shopify Inc. co-founder, chair and chief executive Tobias Lutke has three young children. The billionaire is willing to give up the opportunity to pass along the company to his offspring in exchange for maintaining control for as long he works at the online commerce giant. Ottawa-based Shopify, Canada’s largest tech company, announced on Monday it plans […]

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 […]

A recent boardroom clash at Rogers Communications Inc. has revealed the governance risk associated with dual-class share companies, but experts say businesses with that structure can be hard to avoid for investors because they’re big profit generators. Companies with dual-class shares issue different sets of common shares that have different voting and control rights. This […]

Canadian investor organizations want stricter requirements for companies with dual-class stocks to trade on public exchanges amid a growing debate about the drawbacks of such shares and a controversy over voting rights at Rogers Communications Inc. Dual-class stock structuring – where different classes of shares in a single company have different voting rights – has […]

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 […]

You have missed our virtual event on ” The Purpose of a Corporation and the Stakeholder Model ” with the renowned lawyer from New York,  Martin Lipton, founding partner of the prominent law firm Wachtell, Lipton, Rosen & Katz  ? With the attendance of more than 300 participants, this conference, organised in partnership with ICD, tackled multiple governance […]

Alimentation Couche-Tard Inc. will let the sun set on the special voting rights held by its four founders. Executive chairman Alain Bouchard says that he and the three other men who built the Canadian convenience-store empire will let their 25-year-old special stock rights, which give them control over the company, expire next year as scheduled […]

For 40 years or so, corporations listed on stock markets were expected to pursue diligently, if not exclusively, value creation for their shareholders. A number of factors had pushed corporations away from an earlier “stakeholder model,” prime among them the revolution in executive compensation. Then, in the new century, a perennial criticism of business corporations […]

Canada’s securities regulators are launching a review of automatic share sale programs after controversial trading last year at Bombardier Inc. led to calls for reform by investor rights advocates. The Canadian Securities Administrators (CSA), an umbrella organization for provincial securities watchdogs, said on Thursday it will examine whether automatic securities disposition plans place “appropriate constraints” […]

In September 2019, CEOs of large U.S. corporations have embraced with suspect enthusiasm the notion that a corporation’s purpose is broader than merely “creating shareholder value”. Why now after 30 years of obedience to the dogma of shareholder primacy and servile (but highly paid) attendance to the whims and wants of investment funds? Simply put, […]

The fate of Air Canada’s $720-million takeover bid for Transat A.T. Inc. rests with regulators after shareholders overwhelmingly approved the acquisition offer Friday. In a special meeting, shareholders of the Quebec-based tour operator voted 94.77 per cent in favour of accepting the $18-per-share transaction from the country’s largest airline. The deal will narrow the field […]

Mergers and acquisitions are well-choreographed ballets. Both companies call on financial and legal advisers. The board of the target company sets up an independent committee, which promptly retains its own independent legal and financial advisers. Financial advisers produce an opinion letter assuring all and sundry that the price offered is a fair one for the […]