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 […]

“Quebec’s market watchdog says it is pursuing talks with other provinces to try to strike a compromise on changes to Canada’s takeover bid and defensive tactics regulation. “The vulnerability of our public companies is a Canadian problem, not only a Quebec one,” Louis Morisset, chief executive of the Autorité des marchés financiers, said in the […]

[…] “Péladeau has also insisted he is committed to the code of ethics of the province’s legislature. But provincial academics and experts aren’t confident that goes far enough. “These measures are insufficient,” Yvan Allaire, the executive chairman of the Institute of Governance and professor at the L’Université du Québec à Montréal, wrote in an opinion […]

Large corporations can and should play a significant role in how we deal with social and environmental issues. To do this, however, they need to focus on building long-term value for all stakeholders rather than focusing on delivering short-term returns to shareholders. When managers and board of directors of widely held, stock-market listed corporations look […]

The governance reforms carried out in publicly traded companies since, if not before, the fiascos called Enron, WorldCom, Tyco, Global Crossing, et alia have resulted in boards of directors largely staffed with independent, diligent people with solid business experience. Then, why is it that boards, though dutiful and careful, remain surprise-prone and ill-equipped to challenge […]

That so many mergers and acquisitions have failed to deliver value for the shareholders of the acquiring firm (or merged firms) has become a dominant theme, the conventional wisdom of the post 2000 era. That is, of course, until the next wave of acquisitions washes in with its “implacable” logic and seductive rationale. The evidence […]

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 […]

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 […]

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 […]

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, […]

[ … ] Yvan Allaire, chairman of the board of the Institute for Governance of Private and Public Organizations (IGPPO) and a professor emeritus at Universite du Quebec a Montreal, estimated that 13 per cent of the 253 companies on the TSX/S&P composite index in 2008 had some form of dual-class voting structure. For the last […]

“Quebec-based home improvement retailer Rona Inc. (RON.TO 10.93 -0.08 -0.73%) has found itself in the crosshairs of an unsolicited takeover approach from its American rival Lowe’s Cos (LOW.N 45.14 0.51 1.14%) — even as Rona’s board and management have publicly stated they’re not interested. For Yvan Allaire, Institute for Governance of Private and Public Organizations […]

In the U.S. when the board says no to a would-be acquisitor, the matter is largely settled. English-Canadian media are in a tizzy. The Quebec government wants to block the takeover of Rona by the American Lowe’s Cos. Inc. Nationalistic impudence, misguided tampering with financial markets, jingoistic economic policies — the salvo of epithets has […]

The on-going discussion about RIM’s governance misses the point. Whether the jobs of chair and CEO are divided or not, whether “executive sessions” of the board are held regularly, and so on are all side issues. Let’s be clear, and it is for anyone who has actually sat on boards of directors: in the widely-held, […]

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 […]