Topic Results: Value-creating governance

November 6, 2019

Mergers and acquisitions: Feds, activists disrupt US economic growth

By all indications mergers and acquisitions (M&A) activity is on the rise. In the first five months of 2019, companies announced over $1 trillion in mergers and acquisitions, a 14% increase from the same period in 2018. This is generally good for the economy, the consumer and the shareholders alike. In fact, all Americans benefit […]

September 20, 2019

The Business Roundtable on “The Purpose of a Corporation” Back to the future!

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, […]

September 20, 2019

From Amazon to the Financial Times and Trudeau, the big push is underway to ‘reset’ capitalism

The old pink lady of Fleet Street made history of sorts this week, donning a yellow front page that contained a five-word declaration that it was pursuing a New Agenda. Despite its reputation and self-declared role as a defender of free markets, the Financial Times of London has frequently flirted with assorted compromises. But nothing […]

August 6, 2019

Damages of the short-term mindset

In March 2014, CEOs of many Fortune 500 corporations received a letter that started with these words: “We are preoccupied… that too many companies have cut capital expenditure and even increased debt to boost dividends and increase share buybacks. We certainly believe that returning cash to shareholders should be part of a balanced capital strategy; however, when […]

June 18, 2019

Theory, Evidence, and Policy on Dual-Class Shares: A Country- Specific Response to a Global Debate

Dual-class shares have become one of the most controversial issues in today´s capital markets and corporate governance debates around the world. Namely, it is not clear whether companies should be allowed to go public with dual-class shares and, if so, which restrictions (if any) should be imposed. Three primary regulatory models have been adopted to […]

May 14, 2019

Short-term thinking forcing companies to delay IPOs, opt for dual-class shares: Governance expert

Yvan Allaire, executive chair at the Institute for Governance of Private and Public Organizations, joins BNN Bloomberg to discuss “quarterly capitalism” in light of WestJet CEO Ed Sims’ warning on the destruction it brings to long-term company plans. To watch this interview, please click here.  

March 6, 2019

Dual-class shares are hot in the U.S. again : Canada should join in

American fund managers are freaking out about the popularity of multiple voting shares among entrepreneurs going for an initial public offering (IPO). In recent years, some 20 per cent of American IPOs (and up to a third among tech entrepreneurs) have adopted a dual-class structure. Fund managers are working overtime to squelch this trend. In […]

February 15, 2019

Yvan Allaire makes “The Case for Dual-Class of Shares”

Allaire, Yvan, The Case for Dual-Class of Shares (December 20, 2018). Available at SSRN: https://ssrn.com/abstract=3318447 or http://dx.doi.org/10.2139/ssrn.3318447 The debate over whether dual class of shares increases or decreases share value, should be prohibited or not, should be subjected to mandatory sunset provisions, and so on has been heating up over the last few years. This paper reviews the […]

August 8, 2018

Are Independent Board Members Necessarily Credible?

By the late 2000s, independent directors were in the majority on the boards of almost every type of U.S. organization. While this achievement may have improved corporate governance, it was not the panacea that some had anticipated, as subsequent events like the financial crisis of 2008 brought down even some of the best governed corporations. […]

June 7, 2018

Board members are independent but are they legitimate and credible?

That boards should be made up of a majority of independent members, that goal has been achieved in almost every type of organization. While this achievement did undoubtedly raise the quality of governance, it turned out that «independent boards» were not the cure-all medicine that some anticipated. Already in 2008 in a policy paper on […]

June 7, 2018

Board members are independent but are they legitimate and credible?

Montreal, June 7, 2017 – Today, the Institute for Governance (IGOPP) is publishing a policy paper entitled: From independent to legitimate and credible – The challenge facing boards of directors. Back in 2008, IGOPP had noted that, despite its presumably crucial role and its omnipresence, the concept of «independent» board members lent itself to several […]

June 6, 2018

Board members are independent, but are they credible?

By the late 2000s, the goal that boards should be made up of a majority of independent members had been achieved in almost every type of organization. While this achievement may have raised the quality of governance, it turned out that independent boards were not the panacea that some had anticipated. Events since, in particular […]

April 30, 2018

The Long-Term Survival of Family Business

Introduction The Clarkson Centre for Board Effectiveness (CCBE) at the Rotman School of Management has a mission to study corporate governance and provide practical insights for companies about what good governance means. For more than a decade, we, like many of our peers, embraced the widely-held and publicly-listed model as the paradigm of good governance. […]

June 12, 2017

On becoming an «activist board»… In the age of activist shareholders

After some 15 years of tweaking and polishing the theory and practice of “good” governance, perfectly independent board members remain surprise-prone, estranged from the goings-on in the company, partially informed and lacking the wherewithal to challenge management. No doubt that the legitimacy and credibility of boards have suffered as a result. In the current age, […]

June 8, 2017

Are our State-owned enterprises well governed?

Montreal, June 8, 2017 – The Institute for Governance (IGOPP) is unveiling today the results of a study about the quality of governance at 46 Quebec State-owned enterprises, which collectively have revenues of $63 billion, employ some 65,000 people, receive more than $4 billion in subsidies and generate more than $4 billion in dividends for the […]

April 27, 2017

The generally accepted compensation principles (GACP) in good times and in bad times

The debacles of Enron, Worldcom and others in 2001-2002 were imputed in good part to the “flexibility” of accounting norms and the artistry in their interpretation. As a result, regulators, governmental and professional, greatly tightened the Generally Accepted Accounting Principles (GAAP) to which all publicly traded companies must rigorously adhere. Any breach of the GAAP […]