Looking back, we can see a definite trend in the ownership of Canadian corporations. In 1992, over 70% of the TSE 300 companies were under the influence of a shareholder with 20% or more of the total votes. The following table shows the trend in ownership of the companies that made up the TSE 300 in each of the last seven years going back to 1994. Again, for each year, our data is based on proxy information circulars released by the corporations in the corresponding year. The percentage of TSE 300 companies with a single shareholder holding 20% or more and 50% or more of outstanding votes:
The data suggest that the decline in the number of companies with controlling shareholders has slowed or perhaps stopped in recent years. For the TSE 300, this has been influenced by the increase in companies with dual class common share capital structures (common shares with unequal voting rights generally used to perpetuate corporate control) in the TSE 300 index.
Dual Class Capital Still a Factor
Perhaps showing a change in the tide, is the number of companies with dual class common equity structures among the TSE 300 Index stocks. In September 1997,
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I gave a presentation to the members of the Council of Institutional Investors in San Francisco. At that time, I noted that there were 52 companies with dual class capital structures among the TSE 300, or 17.7% of the group – a new low. This number showed the continuation of a positive governance trend, that is, a reduction in the number of companies with such capital structures. However, what I didn’t anticipate at the time was that 17.7% would be the bottom.
Based on data extracted from proxy information circulars produced by companies in each calendar year, the percentages (and numbers) of TSE 300 companies with dual class common shares were as follows:
The data shows that among the larger Canadian companies, dual class capital prevails as an important feature of our corporate landscape. Noteworthy is that among the 63 companies with dual class capital structures in our 2000 sample, in the case of only 47 (75%) of these companies, the controlling shareholder(s) actually held more than 50% or more of the outstanding votes. Interestingly, the 2000 numbers are almost identical to 1994, as we found that only 47 of the 62 (75%) had a controlling shareholder with at least 50% of the outstanding voting power. Among the group of 126 dual class capital companies from our large sample (795 companies), only 90 (72%) had a controlling shareholder with 50% of more of the total voting power. Looking at our large sample group, the prevalence of dual class companies as a percentage of the total sample group falls to 126, or 15.8%. A similar but smaller sample using 1994 data showed a slightly higher prevalence of dual class capital companies at about 19%. |