Category Archives: Views

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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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Passive investing meets active investor relations

What is the role of investor relations and shareholder engagement—from the IRO to the CEO—in an age of passive investing strategies?
By Chaya Cooperberg
August 3rd, 2017

At the annual Canadian Investor Relations Institute (CIRI) conference this past June, by the swollen, flooded shoreline of Kelowna, B.C., investor relations professionals gathered to discuss the most pressing issues facing equity capital markets today. A theme emerged. On panels … Continue reading

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After the AGM: a compensation committee reset?

With the heavy lifting over for another year, the next few months serve as an opportune time to review mandates and renew committee relationships
By Ken Hugessen
With Erin Poeta
May 19th, 2017

The annual general meeting represents a time of change for boards, as long-serving directors step down and new individuals join on. This time of renewal may also suggest a need for boards and committees to reflect on their mandates. For … Continue reading

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The eyes have it

Make no mistake. Institutional investors are watching—and taking aim—at companies with less-than-stellar governance practices. That, in turn, puts IR professionals in the line of fire
By Chaya Cooperberg
May 19th, 2017

If it wasn’t already clear, both passive and active institutional investors continue to demonstrate to public companies that they care about good governance. Over the past year, the world’s three largest asset managers—BlackRock, Vanguard and State Street—have bulked up their … Continue reading

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The EBITDA fallacy

Securities regulators in Canada and the U.S. are taking a harder line on non-GAAP disclosures and this columnist agrees, calling for an “old school” approach where profit and cash flow reflect reality
By John Caldwell
May 19th, 2017

The photo of the individual who concocted the concept of EBITDA should be prominently displayed on a wall of shame in every commercial centre worldwide. EBITDA, in case you’ve forgotten, is short for Earnings Before Interest, Taxes, Depreciation and Amortization. … Continue reading

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Directors with devices: driven to distraction?

Tablets, cellphones and laptops make us all more efficient—until those same tools, coupled with social media, become a distraction and an intrusion. Why it pays to be smart with smart tech
By Richard Leblanc
May 19th, 2017

You can be sure PwC partner Brian Cullinan learned his lesson after his distracted-tweeting gaff at the Academy Awards in February. But we should study it as a teachable moment for directors, too. Cullinan, you’ll recall, was in charge of … Continue reading

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SPACs: a slow climb toward legitimacy

Special Purpose Acquisition Corporations have struggled to gain solid traction in Canada, but recent successes point to their long-term potential as an alternative to traditional private equity financing
By Robert Olsen
With Andrew Luetchford
May 18th, 2017

One of the poorer acronyms in the corporate finance world is SPACs, or Special Purpose Acquisition Corporations, as they are properly called. SPACs have been around since the early ’90s, but only in their most recent form in Canada since … Continue reading

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