December 28, 2015
“Yvan Allaire and François Dauphin cogently analyze the costs and risks of proxy access, arguing that “Anyone believing that this process is likely to produce stronger boards in the long run needs to consider anew the calculus of current and prospective board members, the actions, likely dysfunctional, of people facing the humiliation (and economic loss) […]
October 21, 2015
Proxy access by shareholders raises numerous issues and potential adverse effects on governance The traditional view of corporate governance, anchored in law and customs, grants to the board of directors, once elected by shareholders, the responsibility of making all decisions in the interest of the corporation. That responsibility and accountability include, inter alia, appointing senior […]
August 28, 2015
In Canadian business law, directors have a duty to act in the best interest of the corporation, which includes the duty to assess, fairly and equitably, the impact of the corporation’s actions and decisions on its stakeholders. But which of the stakeholders’ expectations should be taken into account? How should a board arbitrate between the […]
July 1, 2015
In the on-going quest for innovative capital structures, Toyota has recently provided an interesting twist and tied in knots a number of institutional investors. Toyota believes that developing the next generation technologies will require massive investments over many years. It also believes that the current state of investment practices, the prevalence of roaming funds and […]
May 27, 2015
A recent piece in the Financial Post (“Time for regulators to take major look at dual class shares”, Barry Critchley, May 14, 2015) reports on the cogitations of a law professor who proposes as an “optimal solution” to abolish existing dual class of shares and prohibit such capital structure at IPO time, no less! Of […]
May 26, 2015
“U.S. businesses, feeling heat from activist investors, are slashing long-term spending and returning billions of dollars to shareholders, a fundamental shift in the way they are deploying capital. Data show a broad array of companies have been plowing more cash into dividends and stock buybacks, while spending less on investments such as new factories and […]
May 26, 2015
U.S. businesses, feeling heat from activist investors, are slashing long-term spending and returning billions of dollars to shareholders, a fundamental shift in the way they are deploying capital. Data show a broad array of companies have been plowing more cash into dividends and stock buybacks, while spending less on investments such as new factories and […]
November 14, 2014
On November 14th, Dr. Yvan Allaire, the Executive Chair of the Institute for Governance (IGOPP), was the keynote speaker at The Annual Meeting of the Corporate Governance Center – Conference Board in New-York. I spoke on the topic: Do activist hedge funds create long-term shareholder value? His presentation was followed by a panel discussion with […]
August 18, 2014
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 […]
August 18, 2014
In our paper “Activist” hedge funds: creators of lasting wealth? What do the empirical studies really say?” (available here), we asked Lucian Bebchuk, Alon Brav and Wei Jiang questions of the sort that any referee/reviewer for a professional journal would raise about their paper The Long-Term Effects of Hedge Fund Activism. Their paper’s aim is […]
July 17, 2014
Hedge funds have found, in some academic circles, supporters and champions of their enduring contribution to shareholder wealth. Some recent empirical research has triggered an important debate in the American corporate/financial world about the role of board of directors, the rights of shareholders, and the very concept of the business corporation. The terms of the […]
June 12, 2014
It is tiresome indeed to debate with people who never respond to your fundamental arguments. Instead, they wrap themselves in the spurious argument of “shareholder democracy”. If corporations were to apply the principles of citizen democracy, tourists-shareholders would not have the right to vote and newcomers to shareholding would have to wait a good period […]
May 15, 2014
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 […]
May 14, 2014
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 […]
May 13, 2014
Boards of directors have the best record at extracting good deals for their shareholders. In an opinion piece published in the Financial Post on May 6, (Shareholders should decide takeovers), Mr. Philip Anisman responds to my piece published in the Financial Post of April 30 (Canada needs a new takeover regime). Mr. Anisman recycles the […]