Register Saturday | September 22 | 2018

Nobody Waved Goodbye

The Hudson’s Bay Company has lost the battle that Canada wasn’t willing to fight

Sometime during the week of February 19, letters approving the US-takeover of the Hudson's Bay Company floated quietly across the desks of two Canadian Ministers. There was no public outcry. There was no uproar from Heritage Canada, no rallying call from the New Democratic Party. When South Carolinian billionaire Jerry Zucker took ownership of Canada's largest retailer and oldest corporation, the only sound marking the conclusion of over three centuries of Canadian history was the scratch of ink across a page.

Between October 2005 and late February of this year the CEO of Maple Leaf Heritage Investments wrestled control of the Hudson's Bay Company with an offer of $860 million. He faced no dogged Canadian bids-and no political resistance. How is it possible that five months could pass-a period that saw two governments filter through Ottawa-without anyone asking the question, "When it comes to a foreign bid to buy Canada's oldest corporation, should it really be business as usual?"

"Somebody had to stand up and say 'this is wrong,'" says Peter C. Newman, author of Company of Adventurers, a four-volume history of the Hudson's Bay Company. "It had to come from the Prime Minister, from the top." Newman, who has called the Bay "the only company that became a country," stands out as our cultural conscience in this national saga. The journalist and author penned the only lament for the Bay to appear in our national newspapers-a feature published in the February 18 edition of the Globe and Mail. The piece was a melancholy tribute to the corporation, including excerpts from Newman's corporate ethnography and his revelations about the centrality of the Hudson's Bay Company to our national identity. "It gave us our whole philosophy for life," he says.

The history of the Hudson's Bay Company reaches back to the corporation's founding in 1670. Drawn by the lucrative fur trade, it was the Company's rugged capitalists who mapped this country and claimed its land in the name of the corporation. It was the Bay who sold that land to the national government in the years following confederation. Later, it transformed itself into the giant national retailer that became a fixture of the Canadian shopping experience throughout the twentieth century.

Despite its iconic Canadian status, there is no denying that the business has been terribly managed, to the point of having been abandoned by shoppers in recent years. Even Newman has called the Hudson's Bay Company, "the most stunningly unsuccessful monopoly in Canadian history." With Zucker's acquisition, however, our ability to protect the company that long ago employed Canada's pioneers-and today sponsors our Olympic champions-is in doubt. Though most details of the takeover are confidential, it is unlikely that Zucker would be prevented from breaking up the company and auctioning off its parts if profits continue to tumble in the years to come. If the business magnate were to decide to pull the plug, the Hudson's Bay Company would simply cease to exist; we would be able to do little but watch helplessly from the sidelines.

Today, Canada protects or commemorates nearly 2,000 historic sites, people and events-fifty-nine of which are associated with the Hudson's Bay Company. In addition, Heritage Canada manages several Hudson's Bay Company museums and archives nationwide, including a massive repository of fur trade relics in Winnipeg. With so many by-products of the Bay considered national treasures, how can the prevailing attitude be that a business tied to our cultural identity doesn't deserve Canadian stewardship? "The quick answer," says Blaine Baker, a professor of administrative law, legal history and contract law at McGill University in Montreal, "is that a business association, like the Hudson Bay Company, is not a building." In other words, while a commemorative plaque upon the façade of a historic building would be enough to fend off developers looking to erect condos on that site, it is physically impossible to fasten such a plaque upon the shareholdings of a publicly owned corporation.

That is, however, the quick answer. There was a time that Canada was willing to protect more than a trading post left over from the heyday of the fur trade. Until a newly elected Mulroney government dismantled it in 1984, Pierre Trudeau's Federal Investment Review Agency (FIRA) was the federal response to an alarming increase in foreign (in particular, American) control of the Canadian economy in the 1970s. More importantly, it embodied the political will to safeguard Canadian business. "It was a powerful agency," explains Newman. "Today, [Canadian legislation] seems to help foreign investment instead of keeping it under control."

To say that Canada should retain ownership of its oldest corporation is not to say that Canada should work itself into a frenzy of economic nationalism. The Bay was a Canadian business; we should have endeavoured to build the Hudson's Bay Company into a competitive world-class player. After all, companies like Bombardier or RIM, the maker of the BlackBerry, prove we have the chops for it. "If we let the Hudson's Bay Company go," says Newman, "we'll let anything go."

The Investment Canada Act is the present-day equivalent of FIRA. It was under this Act that Industry Minister Maxim Bernier and Heritage Minister Bev Oda reviewed Zucker's offer. According to the Act, the ministers' mandate in reviewing the transaction was to ensure that the acquisition demonstrated a benefit to Canada. When asked to describe the advantage of selling such an iconic Canadian business, Dominique Collin, communications advisor to the heritage minister responded, "the takeover will demonstrate increasing sales and promotion of Canadian cultural products."

That statement is of course highly speculative. It may, however, explain why the minister approved the deal-with no tenacious Canadian bids, Zucker's offer may have been the best bet to save a company that saw deep job cuts and staggering losses in the second half of 2005. "I don't blame them, but feel some sympathy. There was a lack of alternatives," offers Newman.

Those alternatives-anything from transforming the Bay into a crown corporation to incentives to lure Canadian investors-all required one essential ingredient: a political will to keep the company our own. Unfortunately, nobody was willing to take up that cause. When asked whether Heritage Canada had a leading role to play in protecting the Bay from foreign takeover, the minister's spokesperson responded correctly, "I can't answer that. That's a political question."

Penelope Smart is an editorial assistant at Maisonneuve. She owns a Bay blanket but not a BlackBerry.