J Robert Verdun

{{Short description|Canadian advocate}}

{{Infobox person

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|known_for = shareholders-rights advocate

|occupation = Book author

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J Robert Verdun is a Canadian activist shareholder-rights advocate, an author and a former editor of a weekly paper. He was also a defendant in an important defamation lawsuit.

North Waterloo Publishing

Verdun was the founder or North Waterloo Publishing Ltd.,{{cite web|url=https://www.manta.com/ic/mt67sxm/ca/north-waterloo-publishing-limited|title=North Waterloo Publishing Limited|publisher=Manta|access-date=24 January 2015}} the publisher (among other titles) of the weekly paper Elmira Independent, of which he was Editor from 1974 to 1999. In 1990, the Independent was the winner of the Michener Award "for its blanket coverage of a prolonged legal battle over contamination of the Elmira-St. Jacobs municipal water supply."{{cite web|url=https://www.michenerawards.ca/historical-timeline/1990s/|title=1990 Michener Award Winner – The Elmira Independent|publisher=Michener Awards|access-date=9 September 2024}} In 1999 he sold the newspaper to Torstar when David Galloway was Torstar's CEO.{{cite news|url=https://www.thestar.com/news/crime/article/1000462--bank-director-wins-650-000-in-defamation-suit-against-shareholder-activist|title=Bank director wins $650,000 in defamation suit against shareholder activist|last=Tyler|first=Tacey|date=31 May 2011|work=Toronto Star|access-date=25 March 2012}}

Galloway later became a witness against Verdun in the defamation lawsuit.{{cite web|url=http://www.canlii.org/en/on/onsc/doc/2011/2011onsc3651/2011onsc3651.html|title=Astley v. Verdun, 2011 ONSC 3651|date=14 June 2011|publisher=CanLII|access-date=25 March 2012}}{{cite web|url=http://www.thejournalismdoctor.ca/Blog.php/not-a-good-try|title=Not a good try|access-date=25 March 2012|url-status=dead|archive-url=https://web.archive.org/web/20150926002521/http://www.thejournalismdoctor.ca/Blog.php/not-a-good-try|archive-date=26 September 2015}}

Shareholder advocate

Since the 1990s Verdun has been attending a dozen or so annual shareholders' meetings a year. He has been instrumental in introducing several measures that benefit small investors in public companies. Amongst his accomplishments:

  • Introduction of the Cost of Management Ratio:

::The ratio of between the compensation of a corporation's top five executives and its profits, a measure that aims to increase compensation disclosure for the benefit of the company’s shareholders.

  • Separation of chair and CEO:

::Before Verdun became active it was very common for Canadian public corporations to have the same person act both as the Chairman of its Board and its Chief Executive Officer, a clear case of a Conflict of Interest. For example BCE Inc, one of Canada's largest corporations, had the same person acting as chairman and CEO when Jean Monty held both these positions.{{cite magazine|url=https://people.forbes.com/profile/jean-c-monty/131208|title=Jean C. Monty|magazine=Forbes magazine|archive-url=https://web.archive.org/web/20120523152609/http://people.forbes.com/profile/jean-c-monty/131208|archive-date=23 May 2012|url-status=dead}}

Verdun has been successful in convincing several public companies to produce more transparent financial statements and allow more democracy in board elections. He has done this through the inclusion of proposals in shareholder circulars, which became a standard after the Quebec Superior Court decision ordering the National Bank of Canada and RBC to print shareholder proposals in their proxy statements prior to their annual general meetings.{{cite web|url=http://www.thebottomlinenews.ca/index.php?section=article&articleid=256|title=The Bottom Line|publisher=Thebottomlinenews.ca|access-date=23 July 2012|url-status=dead|archive-url=https://web.archive.org/web/20100314080859/http://www.thebottomlinenews.ca/index.php?section=article&articleid=256|archive-date=14 March 2010}}

Verdun has been attending shareholders meetings of banks,{{cite news|url=https://www.thestar.com/business/cibc-first-quarter-profit-147m/article_dfaede71-21aa-57a4-90b4-0217b08ef827.html|work=The Star|title=CIBC first-quarter profit $147M|date=26 February 2009|access-date=9 September 2024}}{{cite news|url=https://www.thestar.com/business/banks-shareholders-to-get-a-say-on-executive-pay/article_d33d4f49-e07c-5d0d-98be-712d3f65976c.html|work=The Star|title=Banks' shareholders to get a say on executive pay|date=27 February 2009|access-date=9 September 2024}}{{cite news|work=Globe and Mail|url=https://secure.globeadvisor.com/servlet/ArticleNews/story/RTGAM/20060228/wxrbmo28|last=Stewart|first=Sinclair|title=Fund alerts and market update alerts|publisher=Secure.globeadvisor.com|date=28 February 2006|access-date=23 July 2012|archive-url=https://web.archive.org/web/20160203054850/https://secure.globeadvisor.com/servlet/ArticleNews/story/RTGAM/20060228/wxrbmo28|archive-date=3 February 2016|url-status=dead}} insurance companies and others such as Nortel Networks{{cite web|url=https://www.lightreading.com/document.asp?doc_id=14491|title=Shareholders Blast Nortel - Telecom News Analysis|publisher=Light Reading|date=25 April 2002|access-date=23 July 2012|archive-url=https://web.archive.org/web/20120619051841/https://www.lightreading.com/document.asp?doc_id=14491|archive-date=19 June 2012|url-status=dead}}{{cite web|url=https://www.investorvoice.ca/PI/Verdun_Nortel.htm|last=Evans|first=Mark|title=Nortel meetings a rare treat for activist|publisher=Investorvoice.ca|date=31 March 2005|access-date=23 July 2012|archive-url=https://web.archive.org/web/20160203054849/https://www.investorvoice.ca/PI/Verdun_Nortel.htm|archive-date=3 February 2016|url-status=dead}} for well over a decade and has attempted to make board of directors more accountable to the small investors who hold shares in these public companies. He has also appeared in legislative hearings before the legislative assembly of Ontario, Canada.

''The Fox in Charge''

Verdun published a book, The Fox in Charge of the Biggest Henhouse in Canada,{{cite book|url=https://books.google.com/books?id=MPYqKQEACAAJ|title=The Fox in Charge: Of the Biggest Henhouse in Canada! - Bob Verdun - Google Boeken|date=19 April 2011|isbn=9781426964466|last=Verdun|first=Bob}} which is not available for sale after a defamation suit was brought against Verdun by Robert Astley, who was chair of the board of the Canada Pension Plan Investment Board (CPPIB) and a director of the Bank of Montreal. The book cannot be published, circulated or promoted due to a June 14, 2011, Order of the Superior Court of Justice in the case of Astley v. Verdun.{{cite news|url=https://business.financialpost.com/2011/06/14/permanent-gag-order-issued-in-defamation-case-brought-by-cppib-chair/|last=Bobby|first=Christine|title=Permanent gag order issued in defamation case brought by CPPIB chair|work=Financial Post|date=14 June 2011|access-date=9 September 2024}}{{cite news|url=https://thetrialwarrior.com/category/injunctions/|title=injunctions « THE TRIAL WARRIOR BLOG|publisher=The Trial Warrior|access-date=23 July 2012|archive-url=https://web.archive.org/web/20120718022152/https://thetrialwarrior.com/category/injunctions/|archive-date=18 July 2012|url-status=dead}}{{cite web|last=Mossman|first=Samuel|url=https://www.lawtimesnews.com/201105308471/Headline-News/Landmark-ruling-in-libel-suit|title=Landmark ruling in libel suit|agency=Law Times News|date=31 May 2011|access-date=23 July 2012|archive-url=https://web.archive.org/web/20110804074152/http://www.lawtimesnews.com/201105308471/Headline-News/Landmark-ruling-in-libel-suit|archive-date=4 August 2011|url-status=dead}}{{cite web|url=http://www.canlii.org/en/on/onsc/doc/2011/2011onsc3651/2011onsc3651.html|title=2011 ONSC 3651|publisher=CanLII|access-date=23 July 2012}}{{cite news|url=https://www.thestar.com/news/crime/bank-director-wins-650-000-in-defamation-suit-against-shareholder-activist/article_5fbaa02a-72c0-5482-847a-65aab795f1eb.html|work=The Star|last=Tyler|first=Tracey|title=Bank director wins $650,000 in defamation suit against shareholder activist|date=31 May 2011|access-date=9 September 2024}}{{cite web|url=http://www.waterlooinquiry.ca/Clarica_Submissions.PDF|title=Rim Park Financing : City of Waterloo Judicial Inquiry|publisher=Waterlooinquiry.ca|access-date=31 October 2013|archive-url=https://web.archive.org/web/20131101235419/http://www.waterlooinquiry.ca/Clarica_Submissions.PDF|archive-date=1 November 2013|url-status=dead}}{{cite web|last=Macaulay|first=Ann|url=https://corporate.findlaw.com/finance/proxy-wars-the-battle-for-shareholder-approval.html|title=Proxy Wars: The Battle for Shareholder Approval|publisher=FindLaw|date=26 March 2008|access-date=23 July 2012}} Under the order, Verdun is prohibited from publishing or causing to be published, or otherwise disseminating or distributing in any manner whatsoever, this book or any statements or other communications which refer to Robert Astley by name, depiction or description.

Defamation case

{{Main|Astley v. Verdun}}

On May 20, 2011, a jury in the Ontario Superior Court of Justice found that Verdun had defamed Astley on eight separate occasions, and that the defamation was done with malice. The jury awarded damages against Verdun in the amount of $650,000, and the trial judge ordered a very broad permanent injunction against Verdun from publishing anything about Astley. Verdun's counterclaim against Astley were earlier dismissed by the court, and his appeals regarding his counterclaim were dismissed at both the Court of Appeal for Ontario and the Supreme Court of Canada.{{cite news|url=https://www.lawtimesnews.com/news/general/landmark-ruling-in-libel-suit/259554|last=McKiernan|first=Michael|title=Landmark ruling in libel suit|work=Law Times News|date=30 May 2011|access-date=9 September 2024}}

References