Category Archives: Views

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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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Second opinions still the exception

Last fall’s Yukon court ruling on fairness opinions for M&A transactions created shockwaves. However, so far the impact on subsequent deals in the rest of Canada has been more subtle than severe
By Poonam Puri
With Patricia Olasker
May 18th, 2017

You’re in the middle of a significant M&A deal, negotiating with a buyer of your Canadian public company. And, just when you thought you had your banker’s success fees under control, out comes a Canadian court decision suggesting that you’d … Continue reading

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Spot prices: a spotty indicator, at best?

Amid all the enthusiasm about the mining sector’s bounce-back year in 2016, a large, dark cloud remains—all the action has been short-term. Long-term prices and the long-term outlook have barely moved at all
By Robert Olsen
With Kevin Becker
March 2nd, 2017

Ask most in the mining world and they would say 2016 was a pretty darned good year. News reports began by pointing to evidence of a market recovery or, if nothing else, an end to the doldrums of a market … Continue reading

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Mine safety: could your company be criminally liable?

Mining companies must aim for zero tolerance on worker health and safety violations or face criminal consequences, including corporate probation and jail time for management
By Poonam Puri
March 2nd, 2017

In November 2009, three miners descended nearly half a kilometre below ground to refurbish a mine shaft at Bachelor Lake gold mine in northwestern Quebec. What the miners didn’t know was that water had been filling the recesses of the … Continue reading

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The problem with independent directors

Director independence is essential to protect boards—and shareholders—from governance failure. Yet compromised independence is rampant. Here’s what we can do about it
By Richard Leblanc
December 19th, 2016

“The board chair is owned by the CEO,” the directors told me after the regulator called me in to assess their board. I wasn’t surprised. I have not assessed a board when there was not at least one director, and … Continue reading

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One-time awards: use sparingly

A well-designed compensation framework should negate the need for most one-time awards. Where exceptions arise, they must be handled with care
By Ken Hugessen
With Christine Vinette and Brian Lees
December 19th, 2016

One-time compensation awards can be a useful tool for boards to attract and retain key talent. While such awards have drawn considerable scrutiny of late, shareholders and proxy advisers are not always opposed to their use. This article explores how … Continue reading

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Reform follows dysfunction

The consequences for an enterprise with a dysfunctional board can be devastating. To make things worse, identifying the problem isn’t easy and fixing it takes courageous leadership
By John Caldwell
December 19th, 2016

Dysfunctionality in the boardroom, while somewhat difficult to define, may be best characterized by U.S. Supreme Court Justice Potter Stewart’s famous expression, “I know it when I see it.” Board dysfunctionality is a step function higher (or lower, depending on … Continue reading

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One voice for many audiences

Transformative events like mergers or acquisitions often hinge on an integrated approach to investor relations. But the value of coordinated communications for a company’s brand is evident every day, in every area of the operation
By Chaya Cooperberg
December 19th, 2016

A merger or acquisition often involves a long courtship. The announcement of the transaction can feel anti-climactic after months, or even years, of cultivating the relationship. For public companies, though, a pitch-perfect announcement is critical to earning the approval of … Continue reading

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If pills are out, are private placements in?

Canada’s new takeover bid regime got its first serious test with Hecla Mining’s hostile move on Dolly Varden Silver. The regulators’ ruling answered important questions about the limits of a target’s defence
By Poonam Puri
With Patricia Olasker
December 17th, 2016

Consider this: a cash-strapped junior resource company listed on the TSX Venture Exchange is looking for ways to continue its exploration program for the coming year. With only $200,000 in its bank account, a $2-million loan from a significant shareholder … Continue reading

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Insider trading: are your practices onside?

The OSC has introduced new rules on insider trading. Here’s some advice to make sure your company’s internal guidelines for directors, officers and employees are not only up to date—but the best that they can be
By Poonam Puri
With Patricia Olasker
October 11th, 2016

Consider this: a senior officer of a Canadian public company learns that the company has just received a significant, unsolicited bid, suggesting that the company could be in play. He calls his accountant and says: “Buy shares in my company … Continue reading

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