The duty of corporate fiduciaries to act in the best interests of the firm lies at the heart of most stories about corporate law. It has occupied the center of what is probably the longest and most extensive debate in corporate law: whether the duties should be owed to shareholders alone or to...

Ranking or evaluating corporate governance has become a big business. Trillions of dollars of investment capital is now allocated with reference to third-party commercial scoring of firms' corporate governance arrangements. Media outlets rank companies with the best governance, and proxy...

This is the second paper in a series exploring the empirical evidence arising from the increasing use of certain executive compensation best practices. The first paper, “How Good are our “Best Practices” When it Comes to Executive Compensation?,” summarizes research finding that these...

Initial Public Offerings (IPOs) in the world's most important financial markets have been falling for the past decade. This has not been a gentle decline, but a collapse that preceded the 2008 financial crisis and shows no sign of abating. Public companies have been an integral part of developed...

The corporate governance challenge for Canada is to improve the quality of its corporate performance, which has been declining relative to its international peers for decades. This is quite different from the usual assumption that corporate governance is primarily a matter of controlling...

The recent growth in executive compensation plays a significant part in discussions of corporate governance. The dominant narrative uses agency cost theory to explain executive pay in terms of self-dealing executives and directors too weak or conflicted to stop them. The wide-spread acceptance...

It is the best of times for Canada’s public markets, it is the worst of times for Canada’s public markets. It is an age when markets have been rewarding public companies with the highest valuations seen in generations. It is an age of a rapid decline in Canadian companies opting to go...

Chapter one of Start-up and Growth Companies in Canada: a Guide to Legal and Business Practice 2nd ed. (Lexis/Nexis Butterworths, 2013). The chapter describes the life-cycle of growth companies in Canada, as well as empirical research on how they tend to develop over time. It introduces certain...

The current market for proxy advice arises out of an agency problem, but not the one usually assumed. Investment fund managers have relatively few economic incentives to invest effort on corporate governance and so they tend to organize around picking the best stocks and trading those stocks at...