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Billion-dollar empires in aisle four

No doubt about it, retailer buyers—from Loblaw to HBC to Sobeys and more—have pretty much owned the M&A story in 2013. It's also made them an exception, along with REITs and pension funds, in what's otherwise been a down year in dealtown
By Jim Middlemiss
December 16th, 2013

Canada’s 2013 mergers and acquisitions market will be remembered as much for the deals that didn’t happen as for the ones that did. Fairfax withdrew its $4.7-billion bid for BlackBerry (TSX:BB) in the fall; the federal government nixed an Egyptian … Continue reading

Posted in Special Reports, Top Stories, Winter Report | Tagged , , , ,

Who’s got your back?

Corporate Canada is becoming an increasingly risky place. Directors and boards may not be keeping up with issues surrounding liability and insurance—threatening their companies and themselves
By Cooper Langford
December 16th, 2013

There are two news stories from recent months that are—or at least should be—top of mind in governance circles these days. The first is the railway disaster at Lac-Mégantic, Que., in which a 72-car train derailed and exploded killing 47 … Continue reading

Posted in Handbook, Top Stories | Tagged , , , , , , , , ,

Scenes at a standoff

Insider: Robin Goad
December 16th, 2013

Who Robin Goad, president, CEO and founder of Fortune Minerals Ltd. (TSX:FT), a diversified miner headquartered in London, Ont., with several properties in Canada. Of those, the closest to launch is its NICO metals mine in Northwest Territories, where construction … Continue reading

Posted in Insider, Top Stories | Tagged , , , , , , , , ,

John Manley: The new multi-stakeholder reality

In The Director’s Chair with David W. Anderson: As a former inner-circle federal cabinet minister, John Manley knows how government makes decisions. Similar thinking, he says, is needed in the corporate world
December 16th, 2013

John Manley, deputy prime minister under Jean Chrétien, says he’s learned a lot in the 10 years he’s been working on corporate boards since leaving politics— particularly in his time as a director at Canadian Pacific Railway prior to the … Continue reading

Posted in The Director's Chair | Tagged , , , , , , , ,

First you plan, then you pivot

Diversity, transparency, advance notice, notice and access, say-on-pay, voting infrastructure—they could be keywords, they’re certainly trending as the latest tools and regulations for issuers to master to keep pace with activists in proxy season
By Paul Brent
December 16th, 2013

Rising shareholder activism in recent years along with new policies and proposals from regulators has transformed the process of preparing for the proxy season from a dry routine to a dynamic, constantly changing exercise. As the calendar turns to 2014 … Continue reading

Posted in Features, Special Reports, Winter Report | Tagged , , , , , , , ,

Comply or explain: enough of a push?

The Ontario Securities Commission seems poised to recommend that the province adopt a new “comply or explain” regime for public issuers in a bid to move companies to boost gender diversity on boards and in management. Despite iffy results elsewhere, it’s got widespread support
By Mark Anderson
December 15th, 2013

Whatever is or isn’t on the table from the Ontario Securities Commission by the time you read this, any director, senior executive, corporate secretary, or governance or proxy adviser worth his or her salary will have already started thinking about … Continue reading

Posted in Ticker, Top Stories | Tagged , , , , , , , , , ,

Defined benefit plans’ rebound now a test of discipline

By Bruce Freedman/Street Smarts
December 15th, 2013

Living in a zero-rate world has made many a homebuyer happy, but for those companies that still have material defined benefit pension liabilities, the last five years have been rather gray-hair inducing indeed. The discount rate is the single most … Continue reading

Posted in Ticker | Tagged , ,

CEO hiring: a process, not an event

The hard work involved in landing a new chief executive doesn’t end with the hire. Boards must then give the new CEO his or her best shot at success
By Susan Mohammad
December 15th, 2013

Contract signed? Check. Markets notified? Check. Handshakes all around? Check. Once the time-consuming and stressful search for a new CEO is over, many boards might be tempted to sit back and sigh with relief. Temptation is fine—as long as you … Continue reading

Posted in Handbook, Top Stories | Tagged , , , , ,

Dealing from strength

An ill-conceived merger or acquisition can be more damaging to a company than no deal at all. How early and ongoing board oversight of M&A can ultimately lessen the risk
By John Caldwell
December 13th, 2013

Mergers and acquisitions are a lot like marriages—they all start out happily, but many ultimately fail. While actual M&A failure rates can be debated, it’s safe to say a substantial number of deals do not deliver expected results, often resulting … Continue reading

Posted in Top Stories, Views | Tagged , , ,

High rolling with the in crowd

It might seem a long way from capital market bank towers to the small change of online microfinance, but look again. Crowdfunding platforms are beginning to revolutionize the means and the potential for fundraising and investing—nowhere more so than in equities
By Robert Olsen
With Andrew Luetchford
December 13th, 2013

A capital raise that secured in excess of $10 million with no deal fees, no underwriters, no Qualified Institutional Buyers and without the typical six-month cycle to close? This sounds like fantasy, but it has another name: crowdfunding. A product … Continue reading

Posted in Views | Tagged , , , , ,

Turnover, not tenure, makes the board

Research shows that companies with excessively long-serving directors are relative underperformers. How much longer can boards run without third-party evaluations and term limits, knowing it erodes shareholder value?
By Richard Leblanc
December 13th, 2013

Many directors hang on to directorships for far too long. Recently, I counted several directors who have been on corporate boards for 10, 15, 20 and 25 years. Incumbent directors offer reasons for staying: how they know the company, enjoy … Continue reading

Posted in Views | Tagged , , , , , ,

No value in empty gestures

Income disparity is one of our society’s most serious challenges. But measures like the CEO pay-ratio rule recently approved by the SEC aren’t needed and won’t do anything to address the problem
By Ken Hugessen
With Allison Lockett
December 13th, 2013

The SEC in the U.S. recently announced that it is moving ahead with the CEO pay-ratio rule contained in the Dodd-Frank bill. That rule requires public companies to calculate and disclose the ratio of the CEO’s pay to that of … Continue reading

Posted in Views | Tagged , , , ,

Tell one, tell all

Channels for public company communications may be evolving as the use and utility of social media explodes, but the big lesson of 2013 is that the same strict rules of disclosure still apply
By Chaya Cooperberg
December 13th, 2013

Looking back on the year in investor relations, the buzz was all about social media. In the U.S., the Securities & Exchange Commission’s approval, with certain caveats, of tools such as Twitter for public company disclosure stirred debate. The mid-summer … Continue reading

Posted in Views | Tagged , , , ,

Less talk, more discussion, better decisions

Attention management: you’ve got a great group of directors, with highly relevant expertise and backgrounds. It’s time you turned to them more as a sounding board on critical issues
By Beverly Behan
December 13th, 2013

One of my favourite questions in conducting board interviews involves asking the directors, CEO and other company executives to tell me about the balance of presentation time versus discussion time in their board meetings. In other words, roughly how much … Continue reading

Posted in Handbook, The Boardroom | Tagged , , , ,

Risk rises to the top

A new survey of corporate secretaries sheds fresh light on Canada’s C-suites and boards
September 16th, 2013

They have an eye on the board, the ear of management and know where most of the bodies are buried—so it’s a bit surprising that corporate secretaries aren’t surveyed more often when it comes to corporate governance practices and priorities … Continue reading

Posted in Handbook | Tagged , , ,
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