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Articles

The comeback after the storm

When Neil Bruce joined SNC-Lavalin in 2013, the Montreal engineering firm was roiled by scandal. Two years after becoming CEO, his $4.1-billion purchase of UK-based WS Atkins—Listed’s 2017 Deal of the Year—turns SNC into a new international giant, focused squarely on the future
By Robert Thompson
December 13th, 2017

No one would be startled to find out Neil Bruce is an engineer by training. He has the perspective one anticipates from an engineer—the attitude that a problem can be solved by simply working it through. Bruce’s background, along with … Continue reading

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To the stealthy go the spoils

Transaction values in 2017 hit a three-year high, with private equity coming up big in our annual M&A year in review. Yet more than a few deals went by quietly
By Jim Middlemiss
December 13th, 2017

Canada’s mergers and acquisitions market in 2017 can best be described as stealth-like. On the surface, it didn’t seem like it was an exceptional year. Sure there were some notable deals, such as Cenovus Energy Inc.’s (TSX:CVE) $17.7-billion purchase of … Continue reading

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Two sides of the same story

Board engagement with a few dozen significant shareholders might seem a world apart from communicating with thousands more through the annual proxy. But as Richard DeWolfe, chairman of Manulife Financial Corp., explains in this exclusive interview, they can be directly linked. At one level, feedback the board gets through engagement can influence specific proxy items ranging from compensation to ESG. More broadly, each effort holds a critical place on the continuum of effective shareholder communications
December 13th, 2017

Listed To what extent is Manulife’s shareholder engagement focused on proxy season? Richard DeWolfe A year ago it was a very significant effort on our part because one of the issues that we were dealing with was a vote on … Continue reading

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Cover all the bases

It’s no secret: making sure your company’s proxy season goes smoothly takes equal parts homework and legwork. Here’s our review of the major issues expected to dominate the action in the months ahead
By Paul
December 13th, 2017

What’s in store for the 2018 proxy season? We asked some of Canada’s leading proxy experts and governance advisers for their help. Below, they identify the issues that are expected to make headlines and to keep board committees up at night. … Continue reading

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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
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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Our 2017 DOTY shortlist

Many are considered, but only one M&A transaction can be chosen Deal of the Year. Here’s a look at the next three closest contenders and why they missed the cut
December 13th, 2017

FIRST RUNNER-UP Metro Inc.-Jean Coutu Group Inc. When you consider the other recent grocery store-pharmacy tie-ups (most notably, Loblaw Cos. Ltd. buying Shoppers Drug Mart back in 2013), Metro Inc.’s (TSX:MRU) $4.5-billion friendly deal for the Jean Coutu pharmacy empire … Continue reading

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Global miners embracing Canadian listings

The story line behind a recent run of IPOs and new listings, large and small, is the sector’s affinity for the Toronto markets
December 13th, 2017

It was a light, yet telling, moment in the run-up to the third-largest mining IPO in TSX history. Ivan Grbesic, a partner at Stikeman Elliott and lead lawyer for the firm in its handling of Nexa Resources SA’s (TSX:NEXA) US$496-million … 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
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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Drawing the line on diversity

After three years of attempting to foster gender diversity in C-suites and boardrooms by asking listed companies to “comply” with voluntary targets for women’s representation or “explain” why they aren’t doing so, Canada’s securities regulators are facing up to the facts: it isn’t working. Has the time for “comply or else” arrived?
By Mai Nguyen
December 13th, 2017

On Oct. 24, the Ontario Securities Commission held a roundtable on the 22nd floor of the OSC’s downtown Toronto office to discuss the results of the Canadian Securities Administrators’ annual report on women’s representation on public company boards. There was … 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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Decrypting cryptocurrency

Insider: Geoffrey Cher
December 13th, 2017

Who Geoffrey Cher, partner, Wildeboer Dellelce, a corporate, commercial and securities law specialist with a focus on the digital economy. Involvement Cher is a regular adviser and speaker on fintech, distributed ledger technologies and cryptocurrencies. In November, he emceed the … Continue reading

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CIOs on the board? It’s complicated

Do boards need more senior technology expertise? The answer’s a slam-dunk yes. Increasingly, that means adding a sitting CIO as a director. But getting the right fit isn’t easy. Nor is it the only way to go
By Diane Peters
December 13th, 2017

In case you haven’t heard or read for the 10th time today, we’re in the age of digital disruption: AI, Internet of Things, Bitcoin, the cloud, cyberhacks. Along with that, come reports that chart a rising trend in companies recruiting … Continue reading

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