Category Archives: Views

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Leaders send a message: it’s time for climate action

CEOs and directors from the world’s largest corporations and investment firms traveled in September to New York to discuss climate change. The takeaway for listed companies was clear: build your climate competency and report about climate change risks in the upcoming proxy season
By Helle Bank Jorgensen
December 13th, 2017

The New York Climate Week, an international summit launched in 2009, is always busy, and security, especially around the United Nations, is always insane. But this year, it was at a whole new level. Part of the reason was that … Continue reading

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Shareholder activism meets M&A

Most M&A tables list the buyer, the target and maybe the legal and banking help. But what about the activist? They can play a range of different roles—and potentially make or break a deal
By Poonam Puri
With Patricia Olasker
December 13th, 2017

Finally, after months of negotiation, you have just issued a press release announcing the signing of an acquisition agreement to sell your company at a nice premium. Your biggest shareholder has signed a lock-up agreement committing to tender its 15% … Continue reading

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New scrutiny on director compensation

Director pay levels are rising, and shareholders and proxy advisers are taking note. But along with a few modest changes in oversight, basic good governance should be enough to keep excesses in check
By Ken Hugessen
With Michelle Tan and Camille Jovanovic
December 13th, 2017

Until recently, director pay attracted little attention from the shareholder community. More recently, however, a few cases in the U.S. of much higher pay have drawn some criticism from shareholders (including several class action lawsuits). In response to these concerns, … Continue reading

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Taking the “overpay” out of M&A

There are many reasons why companies pay too much in M&A transactions—but few legitimate excuses. Here’s a look at what boards can do to minimize their risk
By John Caldwell
December 13th, 2017

Not a quarter goes by that we don’t hear another corporation announcing an asset writedown related to a previous acquisition. For example, earlier this year Valeant Pharmaceuticals International Inc. (TSX:VRX) took a $1.1-billon writedown of goodwill arising from several acquisitions. … Continue reading

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Harvey Weinstein: could it happen to your board?

Serial harassment and other forms of offensive—and risky—conduct are all over the news. Here’s a list of steps your board can take to ensure its oversight of company culture is sufficient to snuff out such behaviour
By Richard Leblanc
December 13th, 2017

Here is a situation that I have encountered many times. I am invited to observe and assess a board. When I do, I immediately see the red flags. I make hard-hitting recommendations, which have included the CEO and certain directors … Continue reading

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IR’s glass ceiling: a challenge for the C-suite

While women and men are equally represented in investor relations, men have far more of the top jobs and get higher pay. A closer look at the causes reveals some obvious solutions
By Chaya Cooperberg
December 13th, 2017

The investor relations profession is grappling with a gender gap. Women hold about half of all IR roles, but far fewer have the top IR job at major companies. And they are earning substantially less than their male counterparts. Surprised? … Continue reading

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Disrupt or be disrupted

When no industry is immune to disruption, that reality must become the pervasive theme for thinking about strategy in every enterprise. Either you seize the opportunity or fall victim to the risk
By John Caldwell
October 5th, 2017

In a recent interview, Dr. Dieter Zetsche, the managing director of Daimler AG, said his company’s competitors are no longer other car companies but Tesla, Google, Apple and Amazon. He went on to say that software would disrupt most traditional … Continue reading

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The board’s No. 1 job: CEO succession

It shouldn’t happen, but too often it does—directors are caught flat-footed when they need to make a CEO change. Avert the problem with the right CEO succession planning process
By Richard Leblanc
October 4th, 2017

A board’s No. 1 job is to hire and fire the CEO. Everything else is secondary. If a board gets CEO succession right, the company will prosper. If the board hires the wrong CEO, the company and the board will … Continue reading

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Foreign exchange: the director pay dilemma

The need for international directors has never been greater. But to attract the best candidates—and keep the entire board happy when you do—director compensation needs to effectively address foreign exchange concerns
By Ken Hugessen
With Reanna Dorscher
October 4th, 2017

As Canadian corporations look to diversify their boards, the need to attract international directors—most commonly from the U.S.—increases. Likewise, companies expanding operations south of the border have a growing need to attract and retain U.S. directors. Both circumstances raise the … Continue reading

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Legal privilege: are you protected?

Companies need to put in place robust best practices to protect the secrecy of their solicitor-client communications. Here we look at two of the most common areas where the limits of privilege are tested and where companies can be unwittingly exposed—negotiating deals and boardroom decision-making
By Poonam Puri
With Patricia Olasker and Tony Alexander
October 4th, 2017

In the course of negotiating a deal for the sale of a division of your business, the buyer’s external legal counsel prepares a memo for its senior management team on the tax elements of the transaction. As part of the … Continue reading

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Maximizing your return on investor roadshows

Taking a CEO or CFO on the road is a big investment in time and money. Here are some tried and tested strategies to help companies make the most of it
By Chaya Cooperberg
October 4th, 2017

As sure as a summer tan fading, fall ushers in the season of investor conferences and non-deal marketing roadshows. Nailing down dates for the C-suite to meet shareholders and potential investors is a strategic exercise. Studies have estimated the all-in … Continue reading

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Financing the recreational marijuana industry

Early retail investor euphoria is giving way to a broader set of capital sources as companies emerge in this new Canadian market. The next year will reveal a lot about the future of funding for these businesses
By Robert Olsen
With Andrew Luetchford
August 3rd, 2017

“ Responsibility is a heavy responsibility!” —Cheech Marin, “Cheech and Chong’s Next Movie” (1980) “ Our intent is to legalize, regulate and restrict. There needs to be reasonable restrictions on making sure that we keep it away from kids…. We … Continue reading

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The retirement conundrum

There are times when paying severance to a retiring senior executive is warranted. But as a standard practice it raises questions and scrutiny. The good news: boards have options to help avoid the problem
By Ken Hugessen
With Guillaume Poulin and Parvathi Subramanyam
August 3rd, 2017

Severance payments are typically provided to executives in the event of a termination without cause. However, some companies also make severance payments to senior executives upon what looks to be a retirement. These situations often raise questions regarding the rationale … Continue reading

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When the OSC comes knocking

No company wants one. Few ever expect them. But—as we highlight elsewhere in this issue—the rigour of Ontario Securities Commission investigations is rising. If you find yourself a target, will you know what to do?
By Poonam Puri
With Andrea Burke
August 3rd, 2017

In April, staff of the Ontario Securities Commission commenced headline-grabbing regulatory enforcement proceedings against Home Capital Group Inc. (TSX:HCG) and three of its current and former executives. OSC staff alleged that these parties failed to disclose a material change in … Continue reading

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Enterprise risk: where does a board’s role end?

Lack of management objectivity makes it incumbent on boards to go beyond their traditional oversight role in several key areas of enterprise risk management. The payoff: reduced exposure and better performance
By John Caldwell
August 3rd, 2017

Ordinarily, the delineation and segregation of responsibilities between management and the board is relatively straightforward. While boards ultimately carry the over- arching responsibility for the enterprise, management is tasked to manage the affairs of the business. In practice, this generally … Continue reading

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