Category Archives: Views

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Getting boards engaged with shareholders

The practice of investor relations is beginning to reach beyond the corporate office and into the boardroom. How and when should directors meet with the Street?
By Chaya Cooperberg
December 15th, 2015

Long the domain of corporate executives, investor relations is starting to extend beyond the C-suite into boardrooms as shareholders seek access to independent directors and a clear process for interaction on issues of governance. Some of the world’s largest institutional … Continue reading

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Successful M&A hinges on board discipline

A rigorous framework for board oversight of M&A can help companies boost their chances of dealmaking success—and, just as importantly, steer clear of flawed transactions that leave acquirers in the hole
By John Caldwell
December 15th, 2015

“Opportunity,” “uncertainty” and “risk” are three words that go hand-in-hand when considering a mergers and acquisition strategy. While acquisitions can offer unique opportunities for growth and add significant long-term value, they are by nature complex and fraught with risk. Typical … Continue reading

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Board reform: the writing on the wall

Provincial securities regulators are calling out boards for their inadequate response to new policies on diversity and term limits. Directors can keep doing nothing, but they shouldn’t be surprised by what happens next
By Richard Leblanc
December 15th, 2015

When a regulator advises corporate directors that progress on gender diversity is “simply not good enough,” as OSC chair Howard Wetston did this summer, that is code that the status quo will not continue, and that more regulation may result. … Continue reading

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Venture debt: get it while it’s hot

Once an extreme niche product, venture debt is on the rise in the start-up sector. Does it have the potential to be a mainstay of venture company capital structures? Or will the current surge be short-lived?
By Robert Olsen
With Andrew Luetchford and Fady Nakhla
December 15th, 2015

According to traditional corporate finance logic, the best way to fund a seasoned business opportunity is to use and exhaust the cheapest, most available capital first, and move through the next most attractive capital options sequentially. However, such an approach … Continue reading

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Will we always have Paris?

After 20 years of international negotiations to cut greenhouse gas emissions, with one aging protocol to show, talks among nations face a critical climax this December in France. New climate legislation and a brake on global warming hang in the balance
By Sandra Odendahl
October 12th, 2015

In December, hundreds of delegates and thousands more will gather in Paris, France for the 21st Conference of Parties to the UN Framework Convention on Climate Change (UNFCCC). The goal of the Paris conference, known as COP21, is to adopt … Continue reading

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Bad strategy or execution? How to know which

Your company rolled out a big, new initiative, results are underwhelming and the board needs to know what happened: time for some advanced metrics
By John Caldwell
October 11th, 2015

Most directors understand that the cornerstone to achieving shareholder value is effective formulation and execution of strategy. Boards typically spend considerable time in overseeing strategy formulation yet many fall short, after the fact, in allocating sufficient time and using appropriate … Continue reading

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Long-term compensation alternatives

Stock options are out of favour and the best-known alternatives aren’t really long-term at all. When it comes to executive pay, what’s a long-term oriented board to do? Try these ideas on for size
By Ken Hugessen
With Bridget McKellar
October 11th, 2015

Corporate boards and management teams of public issuers often bemoan the challenge of making effective long-term strategic business decisions in the face of short-term pressure from financial markets and investors to deliver quarterly results. Recently, however, there has been growing … Continue reading

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How to talk to Wall Street about Canada

As the U.S. market’s view of Canada’s flagging economy becomes circumspect, here are some tips for communicating with the U.S. buy and sell sides as an interlisted Canadian company
By Chaya Cooperberg
October 11th, 2015

After posting two quarters of GDP contraction in the first half of this year, Canadians are still divided as to whether we’ve experienced a true recession or a statistical anomaly that belies the nuanced and complex components of the Canadian … Continue reading

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Private debt a very public success

The strong surge in supply and demand for private debt keeps powering forward, although a volatile environment could start shifting some of that business back to the banks
By Robert Olsen
October 11th, 2015

It wasn’t an especially big deal, but as an indicator of the evolution and diverse activity in Canadian and international private debt markets, GoodLife Fitness Centres Inc.’s completion of a $70-million second lien facility in April was notable. Penfund, a … Continue reading

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Ethical imperatives for every board

A must-follow ethics oversight checklist for Canadian directors, based on lessons learned from boards that have succeeded in preventing ethical failure as well as those that have failed, sometimes infamously
By Richard Leblanc
October 11th, 2015

I recently moderated an address by Andrew Fastow, the former CFO of Enron, and followed up by delivering a keynote on the role of the board in ethics, tying in aspects of Mr. Fastow’s speech. What follows—10 ways that boards … Continue reading

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Social bonds: an impact opportunity?

Social impact bonds, an emerging tool in the world of impact investing, are gaining a foothold in Canada. Companies seeking financial return and social impact should pay attention
By Robert Olsen
With David Chemla
July 29th, 2015

Impact investing is an investment approach, as defined by the Global Impact Investing Network, that intentionally seeks to create both financial return and positive social impact and actively measures the achievement of both. The expected financial return can range from … Continue reading

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All quiet? Keep it that way

Say-on-pay support was up this year and proxy advisers had fewer beefs. Rather than be complacent, boards should build on this goodwill by stepping up shareholder communications and engagement
By Ken Hugessen
With Michelle Tan
July 29th, 2015

Anyone reading the headlines during the 2015 proxy season might think recent efforts to reform executive compensation in Canada have suddenly fallen off the rails with this year’s multiple say-on-pay failures. But judging by shareholder votes, we see that the … Continue reading

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Integrity? The buck stops at the board

Companies are quick to blame “rogue employees” when they experience an ethical failure within. But employees merely reflect a company’s true and actual culture, internal controls and practices—all of which point right back to the board
By Richard Leblanc
July 28th, 2015

There is not an excuse I have not heard for ethical failure. But when I investigate a company after allegations of fraud, corruption or workplace wrongdoing, I almost always find a complacent, captured or entrenched board that did not take … Continue reading

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Same goals, opposing timelines

Mitigation and response strategies are inseparable partners in enterprise risk management. But their design and execution are in no way alike
By John Caldwell
July 28th, 2015

Enterprises face no shortages of risks everyday, be they external or self-inflicted. An effective enterprise risk management system has both mitigation and response strategies designed to lesson the impact of any material adverse exposure. This column provides a closer look … Continue reading

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This should only hurt a bit

There’s no longer any argument about carbon pricing: it’s here. The challenge for companies now is to be active stakeholders in the transition process while adapting their own operations to keep pace
By Sandra Odendahl
July 28th, 2015

For too long, the earth’s atmosphere has been used a free waste disposal site by, well, everybody. The types of waste and their impacts are myriad, but as we all know there is deep concern about the emission of greenhouse … Continue reading

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