In this episode, host Munir Haque’s guest is Bryce Tingle, who holds the N. Murray Edwards Chair in Business Law at the University of Calgary. Bryce is also a member of the Alberta Securities Commission and the author of a new book called “Hard Lessons in Corporate Governance”. He joins Munir to talk about the evolution of venture capital, the role of corporate governance in shaping the success of startups, and how venture financing shapes corporate governance and long-term success in business.
Bryce Tingle reviews some of the history of corporate governance dating back to the 80s and 90s and examines how the shift from insider directors to largely outsider independent directors took place. He highlights the intersection of securities law, investor protections, and corporate structures, discussing with Munir how these elements affect capital formation and business environments. Bryce advocates for governance reforms that could create a more favorable ecosystem for high-growth companies and nurture greater economic innovation in Canada. The discussion is well-informed by the experience and knowledge Bryce Tingle brings to the subject matter, as well as the focus of his book.
About Bryce Tingle:
Bryce C. Tingle KC, LL.B, LL.M, holds the N. Murray Edwards Chair in Business Law at the University of Calgary. He is a member of the founding teams for several companies active in the technology, energy and financial industries. He also advises several private and public companies.
He is the author of many academic publications. His new book, Hard Lessons in Corporate Governance, was published in May 2024 by Cambridge University Press.
He has twice been named one of the University of Calgary’s Peak Scholars. He serves as a Member of the Alberta Securities Commission.
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Contact Munir Haque | ActionEdge Executive Development:
Contact Bryce Tingle:
- Book: “Hard Lessons in Corporate Governance” by Bryce C. Tingle
- LinkedIn
Podcast Production:
Recording: PushySix Studios
- Production Assistance: Astronomic Audio
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Transcript
Bryce Tingle: [00:00:02] It’s easy to talk about what’s not working. Figuring out the best way around the corporate governance mess we’ve made is more complicated in books and articles I’ve tried to set out with some of those steps would be, but I do believe that Canadians and Canadian politicians can take a look at what’s going on and fix it. It certainly lies within our power to fix. We made the mess, we can unmake the mess.
Munir Haque: [00:00:37] Hello everyone, and welcome to another episode of The Boardroom 180 Podcast. I’m your host Munir Haque, an executive coach and senior board strategist. I have partnered with Action Edge Executive Development to lead their governance and political acumen division. In each episode, we meet with governance leaders and step into their boardrooms, where decisions shape the world around us.
Munir Haque: [00:00:57] On today’s show, we have Mr. Bryce Tingle. He holds the N. Murry Edwards Chair in Business Law at the University of Calgary. He’s a member of the Alberta Securities Commission. He was recently appointed a member of the National Special Advisory Group to the RCMP Integrated Market Enforcement Team. Mr. Tingle is a director of several companies active in the technology and financial industries. He served as general counsel for several tech and natural resources companies. He has a master’s of law from Duke, a masters of law in E-Business from Osgoode, and a Bachelors of Law from the University of Alberta. He has served on various public and private corporations and charitable boards, including serving as director at the Alberta Ballet. He is the author of a new book called ‘Hard Lessons in Corporate Governance’, which was published in 2024 by Cambridge University Press. Welcome to the Boardroom 180 Podcast, Mr. Tingle.
Bryce Tingle: [00:01:57] Thank you very much. I’m very pleased to be here.
Munir Haque: [00:02:10] You’ve got quite an impressive resume, but the one thing that stuck out to me was that recently you were appointed to the National Special Advisory Group to the RCMP Integrated Market Enforcement Team. That sounds interesting and intriguing, are you bound by any confidentiality or is that something you can talk to? Is that top secret?
Bryce Tingle: [00:02:34] It is confidential, I am bound. But generally speaking, the IMET teams are part of the RCMP, which is our federal law enforcement arm. Here in Canada, they’re the part of the RCMP that investigates financial crimes. Things like terrorism financing, Ponzi schemes, fraud, attempts to evade export controls. These things are dealt with by the IMET teams, and there are myself and three other individuals who advise them on those investigations.
Munir Haque: [00:03:10] So you’re not the person on the ground who’s got the little note on their background as they’re going to raid corporate offices?
Bryce Tingle: [00:03:16] I can’t tell you how much I would love to have a bulletproof vest with ‘police’ written on the back. RCMP windbreaker, it would be great. It would make my life way more interesting than it is.
Munir Haque: [00:03:29] Do you at least get a baseball cap or something?
Bryce Tingle: [00:03:32] So far, nothing. Free trips to Ottawa is what I get.
Munir Haque: [00:03:37] Okay, it’s a nice town. To start this off here, you wrote a book called ‘Hard Lessons in Corporate Governance’. One of the interesting things that I find is that it’s easy to learn from other people’s failures. I was asked to talk about failures, and here you are. You wrote a substantial book that covers a lot of failures and the lessons that we learned from them. I won’t be asking you the flip side of that, the successes, but maybe we start talking about the book a little bit. What motivated you to write ‘Hard Lessons in Corporate Governance’?
Bryce Tingle: [00:04:13] I came to it indirectly. By way of background, I spent a decade and a half in private practice, mostly working with startup companies mostly in the tech industry, working with venture capital funds and mezzanine debt lenders. During that time, I did a lot of advising of boards of directors. Then I went in-house as general counsel of a couple of large international groups, and in that capacity also did a lot of advising of boards of directors, even assembling boards of directors. Over the course of that, I advised clients for the companies I worked for in what the current best practices were for corporate governance, and I did so without much second thought. Everyone from the Securities Commissions, to the Wall Street Journal, to the Globe and Mail, to think tanks, to proxy advisers, everyone was more or less saying exactly the same thing. I passed on this advice, and I never really felt like I had any reason to doubt it. When I becam…