Category Archives: Views

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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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CEO coaching: lessons from the trenches

If CEO behaviour is a problem, coaching is a must. But coaching has also contributed directly to the success of some of the country’s best CEOs. For every board, it is a wise investment
By Richard Leblanc
October 11th, 2016

Alcohol problems, sexual misconduct, financial misconduct, defensiveness, toxicity, berating of senior management and directors, litigation, bullying: there is not much I have not seen when I am called in to coach the CEO. And CEO misbehaviour happens at the highest … Continue reading

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Defusing share buyback anxiety

Investors are watching closely to see how companies deploy their cash, wary of schemes that inflate executive pay. But it needn’t be stressful, as long as boards get a few things right
By Ken Hugessen
With Michelle Tan and John Skinner
October 11th, 2016

The challenges of prioritizing long-term value creation over short-term returns has intensified in recent years and now impacts a wide range of topics, including executive compensation. The significant increase in share buyback activity in the U.S. (US$166 billion in the … Continue reading

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How to avoid pitfalls in CEO succession

Managing and mitigating leadership risk through the hiring of the right CEO is the board’s No. 1 job. A thorough process, alert to bias, fills the bill
By John Caldwell
October 11th, 2016

Witnessing the 2016 U.S. election campaigns from north of the 49th parallel brings a whole new meaning to leadership risk. Bizarrely, 24 months of intense campaigning and billions of dollars later, the U.S. electorate will choose their leader from two … Continue reading

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Good quarterly earnings releases pay dividends

Observe the three Cs of a great earnings release—clarity, context and consistency—and your reporting will be remembered for the right reasons, even if your actual results are best left forgotten
By Chaya Cooperberg
October 10th, 2016

Writing an effective earnings announcement is challenging enough when financial results meet expectations, and abjectly painful when management needs to explain a miss or temper its outlook. No wonder these documents come under such scrutiny: CEOs and CFOs labour over … Continue reading

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Brexit: should we care in Canada?

The immediate impact of the Brexit vote on UK, European and world economies has been largely negative. But when it comes to the long-term implications here, expectations vary with the viewpoint
By Robert Olsen
With Andrew Luetchford and Paddy Farrant
October 10th, 2016

On June 23rd, the electorate of the United Kingdom voted in a referendum to leave the European Union, opting for “Brexit.” The impact on the global economy has been predominantly negative, and Canada has not been immune. In the aftermath … Continue reading

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Bringing investor relations into the boardroom

As boards—not to mention regulators and other stakeholders—put greater emphasis on board diversity and shareholder engagement, the need for IR professionals at the table is growing
By Chaya Cooperberg
August 1st, 2016

Here’s a question for boards to consider: is it time to add an investor relations expert to your slate? IROs are indeed starting to take on director roles in corporate North America, and with good reason. In this era of … Continue reading

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Setting pay through strategic transitions

Establishing performance standards and setting and managing executive pay is never easy. But what happens in a period of structural change? How do boards measure a moving target?
By Ken Hugessen
With Guillaume Poulin and Erin Poeta
August 1st, 2016

Over the last few years, many traditional business models have been threatened by obsolescence, including, to name a few, travel agencies, print media and more recently, coal-fired power plants. Boards and management teams in such sectors are often faced with … Continue reading

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Simplifying the risk universe for boards

Philosophers can see the universe in a single grain of sand. An effective corporate board should be able to lay out its risk universe on a single sheet of paper
By John Caldwell
August 1st, 2016

Enterprise risk is an entangled subject with no shortage of complexities. And many risk-management systems have evolved unwittingly into mind-numbing risk-register spreadsheets, stoplight charts that would rival any Manhattan rush hour, and obligatory mitigation plans with more form that actionable … Continue reading

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Don’t say they didn’t warn you

In the face of stepped up anti-corruption laws in Canada, the U.S. and the UK, companies have no excuse for not proactively managing their corruption risk
By Poonam Puri
With Melanie Shishler
August 1st, 2016

This past March, Canadian health sciences firm Nordion Inc. settled charges under the U.S. Foreign Corrupt Practices Act for lacking sufficient internal controls to detect and prevent bribes paid by a former employee to Russian government officials. Nordion settled with … Continue reading

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Divestitures: look before you list

Selling a company is a big step for anyone, be it a family business owner or a private equity firm. So what separates deals that succeed from those that fail? Often, it’s the planning that’s done before taking the business to market
By Robert Olsen
With Adam Brown and Brian McKenzie
August 1st, 2016

Whenever we see articles on M&A, the typical focus is the number and dollar value of successful deals closed versus the previous year. However, much less is written about the number of divestitures that are planned but don’t close, or … Continue reading

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Private equity primed for moves in energy

Billions earmarked for energy investments are piling up on the sidelines. Meanwhile, the longer energy prices languish, the more producer and oil-service firms’ coffers dry up. It’s setting up the kind of scenario where PE shines
By Robert Olsen
With Andrew Luetchford and John Hague
May 30th, 2016

There has been a lot of talk since the oil crisis began about the interest of private equity investors in the sector, and their ability to fill the capital gap required to restart the energy engine in Western Canada. Private … Continue reading

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