Shareholder-Driven Corporate Governance

Professor Anita Anand was recently featured on the Harvard Law School Forum on Corporate Governance and Financial Regulation, discussing the concept of “shareholder-driven corporate governance” (SCG). In this post, Professor Anand revisits the nature of the relationship between the shareholder and the corporation and, in light of growing shareholder activism, considers what role the law …

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Governance in Dual Class Share Firms

By Anita Anand The following abstract is from a paper forthcoming in the Annals of Corporate Governance and will be available shortly on SSRN.  In a typical public company, shareholders can elect the board, appoint auditors, and approve fundamental changes. Firms with dual class share structures (DCS) alter this balance by inviting the subordinate shareholders to carry …

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Boardroom Diversity Isn’t Just How You Look, But How You Think

By: Susan McArthur Susan McArthur is managing partner of GreenSoil Investments and a corporate director. The mandate of the Canadian Board Diversity Council is to improve diversity on corporate boards. Every year, the CBDC circulates a survey to measure the makeup of Canadian board memberships. The data are compiled into an annual report card that …

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Will the OSC Whistle-Blower Program Change the Game, or Just Get Played?

by Anita Anand In this article, published in the Globe and Mail on July 14, 2016, Wendy Berman and Lara Jackson argue that whistleblowers may be vulnerable under the new regime even though they are permitted to remain anonymous if represented by counsel: Full article is here: http://www.theglobeandmail.com/report-on-business/rob-commentary/will-the-osc-whistle-blower-program-change-the-game-or-just-get-played/article30903748/. The Ontario Securities Commission’s new Office of the Whistleblower …

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What’s Wrong With Dual Class Shares?

by Anita Anand Many large firms – Google, Alibaba and Fitbit to name a few — have dual class or multiple voting share structures (MVS) in which the firm issues two or more classes of shares, one to the public and the other to insiders (typically founders, promoters, management, private investors or board members). The shares that …

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Defining Systemic Risk: Comments on the proposed Capital Markets Stability Act

by Anita Anand At root, the debate over whether Canada should have a cooperative securities regulator (or some version thereof) stems from questions about the appropriate institutional supervisory structure for Canada’s financial system. While a specific question is whether securities regulation should be dispensed provincially or federally, a larger question pertains to the optimal regulatory …

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