Sage advice

The emergence of proxy advisory services in Canada has not gone unnoticed by Canadian Lawyer InHouse. Every meeting, seminar, and expert panel on mergers and acquisitions we have attended in the past few months have included a discussion on the influence of the services.

After one such meeting, we returned to our offices to see a press release from one of the services sitting in our e-mail inbox. It announced, “RiskMetrics supports incumbent Sierra Geothermal board.”

And we have heard the complaints by some that these services consult on the one hand, and on the other hand give voting advice on the very things they consult on. Still, as our cover story “Picking the favourites” on page 16 says, you can’t stay in business as a reputable firm for as long as operations like RiskMetrics has without being on the up and up.

Regardless of the complaints about proxy advisory services, they do swing a very heavy bat when suggesting which way investors should vote on everything from new acquisitions to new boards. During a seminar called Mergers & Acquisitions: In-house counsel speak out, hosted in Toronto by Macleod Dixon LLP in January, it was easy to see top corporate counsel are starting to understand the power proxy services have.

It was also obvious that some of the best in-house counsel are still relatively unaware of exactly what the advisory firms do. I was particularly interested in this fact in our cover story. As in-house lawyers grow into larger corporate roles with companies and are expected to fully understand the business side of M&A, understanding proxy advisory firms will be imperative.

Of course this is true for domestic deals, but it is especially true if M&A is taking you across the border.

Speaking of acquisitions I have been reacquired and by the time this magazine has been printed will have returned to a life in politics; this time at Queen’s Park in Toronto.

I won’t make any partisan pronouncements, only to say I have truly enjoyed my time with this magazine and find the in-house bar in Canada to be the most interesting part of the law. For me it really does mirror a lot of what governments try to do, promote the province’s or country’s economic development, using the law to do it.

All the best and thanks for reading Canadian Lawyer InHouse.

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