There has been a critique lately by retained advisors to management and academics about activist investors and the focus on shareholder value. See for example, here, here and here. This is a counterpoint on why shareholder activism occurs, what “shareholder …
Thirty-Five Canadian Boards with No Female Directors
In the remaining days of summer before the Labour Day weekend, given that July and August are somewhat slow months, I had an idea – a fun idea. I thought about how many Canadian boards still have zero women on …
Quebec Premiere Charest’s Proposed Anti-Takeover Law is Misguided
Premiere Jean Charest, who is in the midst of an election campaign that he is losing, is promising a law that would give stakeholders at Quebec companies – such as employees, management, suppliers and local communities – superiority over the …
Potential Regulation of Proxy Advisory Firms: CSA Consultation Paper 25-401
Here is my letter to the Canadian Securities Administrators on the potential regulation of Proxy Advisors: Should Proxy Advisory Firms Be Regulated? Yes. I am drawing on my own research as well as materials I consulted recently in designing and …
Collapsing Dual Class Shares and the Oppression Remedy
Can a board of directors unfairly disregard the interests of one class of shareholders (e.g., voting) to the enrichment of another (e.g., non-voting)? It cannot. If it does, voting shareholders may properly claim that their interests have been unfairly disregarded …
OSFI moves banking governance forward in Canada
Canada’s federal bank regulator came out this week with proposed changes to its governance guidelines, moving Canada forward in important ways. Disclosure: I advised OSFI on how the current guideline might be improved. See the new draft guideline here. Some …
Ornge Governance Scandal: An Ontario Pattern?
The former chair of Ornge, Rainer Beltzner, alleged that former CEO Chris Mazza’s compensation included unauthorized payments made without supporting invoices and that “the board was in the dark about many components of Dr. Mazza’s compensation that company executives were …
Should Proxy Advisory Firms Be Regulated? Yes.
The Ontario Securities Commission has asked whether proxy advisory firms should be regulated. (Proxy advisory firms, such as Institutional Shareholder Services and Glass Lewis, which is owned by Ontario Teachers Pension Plan, provide governance assessment and recommendations to institutional shareholders …
Diversification of Corporate Boards – Suggestions for Action
Last week, I presented “eight traps” limiting the diversification of corporate boards. Here I present some proposed solutions. Leadership by Shareholders Major institutional shareholders should commit resources to develop an electronic registry of prospective directors based on skills, experience and …
The Enbridge Oil Spill and Role of the Board
In a scathing report by the National Transportation Safety Board (“NTSB”), Canadian company Enbridge Inc. was rebuked for its pipeline rupture on July 25, 2010, and subsequent environmental damage. The pipeline ruptured due to corrosion fatigue cracks that grew and …