Golden Leashes: Is Regulatory Intervention Warranted?

In the most recent volume of the Canadian Business Law Journal, Edward M. Iacobucci, Professor with the Faculty of Law at the University of Toronto, addresses certain arguments against dissident shareholders providing their director nominees with a future incentive if the target company's share price increases following such nominee's election to the board.¹  These special compensation arrangements (or "golden leashes" as they are sometimes called) are hereafter referred to as "arrangements" and first emerged in Canada during the 2013 Agrium/Jana proxy fight, which was recently discussed by my colleague, Saeed Teebi, here.

Iacobucci explores some of the arguments for and against these arrangements and concludes that, on balance, they do not warrant regulatory intervention provided proper disclosure to shareholders is made.