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Ken Hugessen

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The Boardroom Beverly Behan


Top Stories

Buying trouble: data, corruption risks in M&A

Most boards are learning, in general, to pay plenty of mind to cybersecurity and corruption risks. But special care is needed when it comes to M&A targets and processes
By Ken Mark
December 15th, 2015

Uneasy lie the heads of those who sit on corporate boards. And their anxiety is rising with every CEO who decides their company can boost profits faster through mergers and acquisition than through organic growth. Ensuring effective due diligence on … Continue reading

How our new PM can help grow the economy

Generations of rhetoric notwithstanding, Canadian prime ministers don’t have that many tools at their disposal to boost economic growth. So here are three ideas to get Justin Trudeau started
By Ian McGugan
December 15th, 2015

You should feel sorry for federal politicians—at least during elections and just afterward. It’s then that these would-be leaders are forced to stand up and pretend they possess the magic formula to generate prosperity. Of course, their hopeful rhetoric often … Continue reading

Deal of the Year: Toronto two-step

Raising $2.8 billion for an unspecified transaction got Steve Hudson the inside track on GE’s market-leading North American fleet operations. A smart European side deal and an $8.5-billion credit facility via his hometown bankers did the rest
By Robert Thompson
December 14th, 2015

It’s about the relationships. Like a good marriage or a long-standing friendship, Steve Hudson says his business was developed over dinners and over coffee. It is about keeping his financiers attuned to how his plans are developing, and how he’s … Continue reading

Our Deal of the Year short list

Only one company can claim Deal of the Year. But in 2015 you could also make a case for any of these three additional short-list contenders. Here’s why they were considered and then didn’t make the cut
December 14th, 2015

First runner-up: Brookfield Asset Management If you’re judging a body of work, Brookfield’s hard to beat. Led by CEO Bruce Flatt, no other company, or group of companies, did more big deals in 2015. Five transactions larger than $1 billion … Continue reading

Proxy season: Pressure on all sides

Navigating the demands and potential landmines set out by activists, shareholders and regulators makes proxy season a challenge. In 2016, along with activism and proxy battles, two other issues—say-on-pay, and board composition and diversity—will tell much of the story
By John Greenwood
December 14th, 2015

When Denison Mines Corp. (TSX:DML) announced plans to acquire Fission Uranium Corp. (TSX:FCU) back in July, all seemed set to go. The boards of both companies approved the transaction, the regulators seemed happy and there was just the matter of … Continue reading

Masters of M&A

Three architects of some of Canada’s highest-value and largest-volume deals in 2015 got together to compare notes on tactics, targets and market trends
By Listed staff
December 14th, 2015

It was a rare and revealing opportunity: two Canadian CEOs who are dominant global M&A players and a third who also features prominently on this year’s top 10 Canadian-led M&A deals list, speaking candidly about market trends and their own … Continue reading

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Ticker

Damn the torpedoes, Suncor speeds ahead

However its contentious hostile takeover bid for Canadian Oil Sands ultimately turns out, Suncor’s decision to gear up spending and M&A expansion—buying into the market crash—has the potential to be a rued, or revered, industry gambit
By Paul Brent
December 14th, 2015

Alberta’s oil patch is viewed as a small, close-knit community, where disagreements are handled in gentlemanly fashion in the quiet confines of the Calgary Petroleum Club. That’s a major reason why Suncor Energy Inc.’s (TSX:SU) $4.3-billion hostile bid for Syncrude … Continue reading

Masters of M&A

Three architects of some of Canada’s highest-value and largest-volume deals in 2015 got together to compare notes on tactics, targets and market trends
By Listed staff
December 14th, 2015

It was a rare and revealing opportunity: two Canadian CEOs who are dominant global M&A players and a third who also features prominently on this year’s top 10 Canadian-led M&A deals list, speaking candidly about market trends and their own … Continue reading

Khan Resources: from miner to collection agent

By Listed staff
October 10th, 2015

“Our position is we want full payment and it’s due right now.” When we last reported on Grant Edey, CEO of Khan Resources Inc. (CSE:KRI), his struggling micro-junior mining company had recently won a massive US$105-million international arbitration award against … Continue reading

New sharks in the shark tank

They’re called special purpose acquisition corporations—capital pools on steroids—and they’d never existed on the TSX before 2015. The first four to IPO raised $1 billion and feature a who’s who in Canadian capital. Are there more where they came from?
By John Greenwood
October 10th, 2015

Simon Romano is a busy man. The veteran securities lawyer has helped deliver a brand-new set of arrivals on the Toronto Stock Exchange this year—all four of the special purpose acquisition corporations, or SPACs, that went public between April and … Continue reading

After the IPO

Congratulations, you’ve gone public. It only gets harder from here
By Listed staff
October 10th, 2015

It’s been a good year for initial public offerings on the Canadian markets. But now that means there are a lot of management teams and newly minted boards learning on the fly what it’s like to run a public company. … Continue reading

Whose company is it, anyway?

In the U.S., it’s been a big year for proxy access—a process allowing shareholders to nominate directors on equal terms with the board and CEO. Now the Canadian Coalition for Good Governance and its members want to make it the norm here
By Robert Thompson
July 24th, 2015

Stephen Erlichman says he doesn’t understand the controversy, but he fully recognizes it is there nonetheless. In May, the Canadian Coalition for Good Governance, a lobby group that Erlichman leads as executive director, published a report [pdf] insisting shareholders should … Continue reading

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Views

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

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

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

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
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

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

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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Features

How to build a pharma giant [and win friends and incite critics]

Valeant Pharmaceuticals has been the biggest story on Canadian markets the past two years. But with a $50-billion takeover in the balance, CEO Michael Pearson’s controversial high-debt, low-R&D model faces its stiffest test yet
By Robert Thompson
August 24th, 2014

Michael Pearson is a divisive figure. To some, he’s shaking up an industry—big pharma—that needed to be rocked to its core, that had become bloated and fat, reliant on spending billions on research and development that often failed to fulfill … Continue reading

Is everybody out there?

What’s the biggest way social media and online culture is changing how companies communicate? Exclusivity is history.Whatever message you’re delivering, know that every shareholder, stakeholder and critic is within earshot
By Jim Middlemiss
August 24th, 2014

When Bombardier Inc. launched the maiden flight of its CSeries jet last September, the company broadcast the three-hour-plus event in a live, bilingual webcast that was more Canada AM than a traditional corporate video. Held outdoors at the Mirabel airport … Continue reading

The bubble in the room

Carbon-bubble theory says the value of hydrocarbons may be poised for a fall, taking energy company valuations with them. Nonsense? Doesn’t matter. Shareholders are asking questions—and looking for answers
By Robert Thompson
June 5th, 2014

Regardless of what industry you’re talking about, ExxonMobil is a towering giant. It is the world’s largest publicly traded oil-and-gas company (in addition to being the world’s third-largest public business) and it will play a central role going forward in … Continue reading

Trust never sleeps

Canadian pipeline companies are fighting an uphill battle in efforts to obtain approval of their latest projects. They're learning it's more about managing relations than moving bitumen
By Mark Anderson
June 5th, 2014

It’s been a tough seven months for Canada’s pipeline companies on the stakeholder management front. In April, the Obama administration announced it was delaying a decision to approve TransCanada Corp.’s (TMX:TRP) $5.4-billion Keystone XL pipeline, designed to transport Alberta crude … Continue reading

Hostile makeover

Until recently, boards and shareholder activists knew only conflict. Now you see them working together. What happened?
By Robert Thompson
April 21st, 2014

It was as the executive director of the Canadian Coalition for Good Governance, an organization supported by Canadian pension funds, that Stephen Griggs started paying attention to the influx of shareholders seeking change. These days these shareholders are tagged as … Continue reading

Barrick turns the page

Peter Munk, iconic founder and long-time chairman of Barrick Gold, will step down this spring. His departure, after prolonged shareholder upheaval, plunging gold prices and massive write-downs, heralds a sweeping governance overhaul. It might fix the board—but what of the bottom line?
By Robert Thompson
February 26th, 2014

Maybe his Indianapolis office kept him oblivious to the profile of Barrick Gold Corp. (TSX:ABX) and its flamboyant 86-year old founder and chairman, Peter Munk, but hedge fund manager Mike Morris wasn’t looking to gain publicity for his boutique investment … Continue reading

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The Director's Chair

Helen Kearns: Purpose, process…results

In The Director’s Chair with David W. Anderson: An accomplished wealth manager, financial markets executive and veteran director, Helen Kearns has relied on a disciplined, strategic, long-term approach to create lasting value in every role
December 14th, 2015

With an exemplary career in wealth management and capital market finance, Helen Kearns, president and CEO of Bell Kearns & Associates Ltd., not only knows as much as anyone about making and managing money, but also how to anticipate and repel setbacks … Continue reading

Mike Wilson: Out of the fray, still in the fire

In The Director’s Chair with David W. Anderson: He had a long executive career, culminating in a decade as president and CEO of Agrium. Now Mike Wilson is bringing it as a non-executive director on four boards
October 10th, 2015

If you need any testimony to Mike Wilson’s knowledge, experience, boardroom savvy and the high esteem in which he’s held by his peers, consider that within a year of retiring as president and CEO of Agrium Inc. at the end … Continue reading

Bill Achtmeyer: Artisan of the deal

In The Director’s Chair with David W. Anderson: A conversation with Boston-based Bill Achtmeyer serves up an advanced class in M&A strategy and execution
July 26th, 2015

After decades of M&A advisory experience, first with Bain & Co., then as founder, chair and managing partner of the Parthenon Group, plus a distinguished director career, Bill Achtmeyer has an acute, board’s-eye view of M&A. Here, in conversation with … Continue reading

Paul Myners: The issue is ownership

In The Director’s Chair with David W. Anderson: As one of the UK’s most influential leaders on corporate governance, Paul Myners has a challenge for his peers: why haven’t their many reforms penetrated practice?
May 13th, 2015

Paul Myners has résumé enough for three or four successful careers. One-time publisher of The Guardian newspaper, former City Minister in the government’s finance ministry, current fund company chair and partner as well as chair of the Court and Council … Continue reading

Rob McEwen: A sense of purpose

In The Director’s Chair with David W. Anderson: For Rob McEwen, it’s not only about knowing where you want to go, but figuring out the best way to get there
February 27th, 2015

Rob McEwen has been a dominant presence in gold mining since he founded and, as chair and CEO, built Goldcorp—now among the world’s largest gold companies—into an industry leader. Today he’s chair, CEO and 25%-owner of McEwen Mining, a TSX- … Continue reading

Gail Cook-Bennett: Been there, pioneered that

In The Director’s Chair with David W. Anderson: There are a lot of firsts associated with Gail Cook-Bennett’s 16 years as a chair and 36 years on crown and corporate boards. Adding value as a director, she says, means innovating
December 17th, 2014

An unlikely convergence of opportunity and expertise opened the boardroom door for Gail Cook-Bennett in an era when even men her age were typically deemed too young. Since then, she’s played a key role in many corporate and public sector … Continue reading

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Handbook

Buying trouble: data, corruption risks in M&A

Most boards are learning, in general, to pay plenty of mind to cybersecurity and corruption risks. But special care is needed when it comes to M&A targets and processes
By Ken Mark
December 15th, 2015

Uneasy lie the heads of those who sit on corporate boards. And their anxiety is rising with every CEO who decides their company can boost profits faster through mergers and acquisition than through organic growth. Ensuring effective due diligence on … Continue reading

How our new PM can help grow the economy

Generations of rhetoric notwithstanding, Canadian prime ministers don’t have that many tools at their disposal to boost economic growth. So here are three ideas to get Justin Trudeau started
By Ian McGugan
December 15th, 2015

You should feel sorry for federal politicians—at least during elections and just afterward. It’s then that these would-be leaders are forced to stand up and pretend they possess the magic formula to generate prosperity. Of course, their hopeful rhetoric often … Continue reading

Three mistakes in CEO succession planning

Your board can spend a lot of time on CEO succession and still get it wrong. Here’s a look at three big pitfalls and how to avoid them
By Beverly Behan
December 15th, 2015

CEO succession is an area where most boards feel they could raise their game. PwC’s 2015 study of nearly 800 U.S. public company directors, released in October, revealed that less than half feel their board spends sufficient time on CEO … Continue reading

Options anxiety allayed…for now

New rule on tax deductibility won’t be retroactive
By Listed staff
December 15th, 2015

The sighs of relief were heard all over. In late November, a month after the federal election, Liberal Minister of Finance Bill Morneau put to rest a near panic in public company circles when he announced that changes in the … Continue reading

Crowdfunding: coming to a portal near you

Five provinces to launch new funding platforms in 2016
By Listed staff
December 14th, 2015

Let the micro-investments begin! Starting in late January, reporting and non-reporting Canadian issuers in five provinces can begin raising equity investment via crowdfunding. The new rules permitting the practice, published in November under Multilateral Instrument 45-108 Crowdfunding, apply in Manitoba, … Continue reading

Sharpening your director on-boarding program

Boards understand the value in recruiting great new directors, but it also takes an effective on-boarding program to make the most of their talents and to do it in the shortest possible time
By Beverly Behan
October 11th, 2015

Nearly every company has an orientation program for its new board members—and most follow the same general format: The new director meets one-on-one with a series of corporate executives over a day or two and tries to ingest as much … Continue reading

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Economy

How our new PM can help grow the economy

Generations of rhetoric notwithstanding, Canadian prime ministers don’t have that many tools at their disposal to boost economic growth. So here are three ideas to get Justin Trudeau started
By Ian McGugan
December 15th, 2015

You should feel sorry for federal politicians—at least during elections and just afterward. It’s then that these would-be leaders are forced to stand up and pretend they possess the magic formula to generate prosperity. Of course, their hopeful rhetoric often … Continue reading

Global economy down, but far from out

Regional gridlock and wobbles in China prompt legitimate fears. But when the two biggest inputs for business—money and energy—are as cheap as they are today, growth should prevail
By Ian McGugan
October 10th, 2015

Let’s acknowledge the obvious. With Canada at least technically in a recession, China slowing and Europe trapped in political gridlock, business leaders in this country have good reason to be worried about the outlook for the world economy over the … Continue reading

Chasing prosperity? Or votes?

Why is a balanced federal budget like a picnic? Because neither is responsible for what their promoters promise—be it economic well-being or a sunny, summer day
By Ian McGugan
July 24th, 2015

Balanced budgets are what pass for sexy among a certain swath of the electorate—most notably the part that votes Conservative. Hence it’s no big surprise that the federal Tories pulled out all stops this spring to announce their first balanced … Continue reading

Low rate rendezvous

Outside the U.S., interest rates are trending down, not up. For the Bank of Canada, the goal is a lower dollar that boosts exports. But if you’re counting on that for your business, here are a few thoughts to keep in mind
By Ian McGugan
May 15th, 2015

Beware falling interest rates. They’re evidence of how desperately most countries want to goose their underperforming economies and mark down their currencies. Since the oil price crash last year, roughly two dozen central banks around the world have eased back … Continue reading

Is your barrel half empty or half full?

Everybody’s talking about the impact of plunging oil prices on petro regions and energy producers—but what about the mining sector? Our correspondent sees a range of consequences, many of them good
By Ian McGugan
February 27th, 2015

The unexpected and still largely unexplained plunge in the price of oil is enough to throw a scare into any commodity producer. When the world’s most vital and heavily traded raw material can lose half its value in six months—for … Continue reading

Helping Europe at our expense?

The timing of Canada’s free trade deal with Europe—as euro zone economies continue to struggle—couldn’t be worse. Some Canadian companies may benefit, but the deal’s likely winners will be low-priced European competitors expanding here
By Ian McGugan
December 18th, 2014

Europe’s economic crisis is over—isn’t it? The headlines have calmed down, bond markets are tranquil, a Greek default no longer hangs over the global economy. It’s enough to make a casual observer conclude that the worst is past. Look closer, … Continue reading

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Insider

Growing public

Insider: Anton Rabie
December 14th, 2015

Who Anton Rabie, co-CEO Spin Master Corp. (TSX:TOY), a Toronto-based children’s toys, games and entertainment company. Spin Master’s best-known brands include Bakugan and Air Hogs; its latest TV series, Paw Patrol, is broadcast in over 160 countries. Rabie co-founded Spin … Continue reading

ROI meets ESG

Insider: Michael Jantzi
October 10th, 2015

Who Michael Jantzi, CEO of Sustainalytics, a leading Amsterdam-headquartered, global ESG and corporate governance research, ratings and analysis firm. Jantzi founded Jantzi Research in Toronto in 1992 and merged it with Sustainalytics in 2009. Involvement In August, Sustainalytics announced a … Continue reading

Leading in

Insider: Linda Hasenfratz
July 24th, 2015

Who Linda Hasenfratz, chief executive officer and a director of Linamar Corp. (TSX:LNR) of Guelph, Ont., a position she has held since 2002. Linamar, ranked 31st among the top 100 automotive parts suppliers in North America, also has operations in … Continue reading

Who is seeing i2i?

Insider: Stephen Davis
May 12th, 2015

Who Stephen Davis, associate director of the Harvard Law School Programs on Corporate Governance and Institutional Investors and a senior fellow at the Program on Corporate Governance. Davis is also a nonresident senior fellow in governance at the Brookings Institution … Continue reading

Nickeled and primed

Insider: David Pathe
February 26th, 2015

Who David Pathe, president and CEO, Sherritt International Corp. (TSX:S), a major Canadian producer of nickel and oil with operations in Western Canada, Madagascar and, most notably, Cuba, where it has mining, energy and power interests. Involvement Pathe has been … Continue reading

A force in finance

Insider: Steve Hudson
December 16th, 2014

Who Steve Hudson, CEO and chairman of Element Financial Corp. (TSX:EFN) of Toronto, which he took public in 2011 to finance the acquisition of receivables in key verticals including commercial and vendor financing, rail, aviation and fleet management. Element has … Continue reading

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