Dye & Durham Ltd., a Toronto-based legal software company, has removed George Tsivin as chief executive officer, with a board committee led by former chairman Tyler Proud assuming interim control of the company. The announcement came late Tuesday, amid ongoing governance turmoil that has roiled the firm since last year.
Tyler Proud, who was the company’s chairman before Dye & Durham went public in mid-2020, now chairs the interim CEO committee, which also includes newly appointed board members Mary Filippelli and Angela Zhang. Proud’s private holding company, OneMove Capital, holds approximately 8 percent of Dye & Durham’s shares. He is the brother of former CEO Matt Proud and was involved in both the company’s past governance restructuring and the hiring of Tsivin.
The leadership change follows a sequence of high-profile developments. In 2024, a group of discontented shareholders, including Proud and the activist investor Engine Capital, successfully pressured the board to remove Matt Proud after concerns over a debt-fueled acquisition strategy. Engine-led directors initially took control but struggled to improve company performance, culminating in a cease-trading order last year after delayed filing of audited financial statements. Tyler Proud later launched a proxy challenge last fall against the Engine-aligned board, resulting in the departure of Engine founder Arnaud Ajdler and the appointment of directors proposed by Proud, including OneMove’s CFO Wendy Cheah.
Despite prior disagreements, Plantro, a holding company owned by Matt Proud that controls approximately 15 percent of Dye & Durham’s stock, supported Tyler Proud’s return to the board in May, replacing Cheah. Plantro had previously made several takeover offers for the company before agreeing to a standstill arrangement.
The recent CEO transition coincides with the resignation two weeks ago of former chairman Alan Hibben, a veteran Bay Street figure, who issued a public rebuke of the board and Tyler Proud. In a letter, Hibben described the board’s acceptance of OneMove’s slate last fall as a “substantial mistake” and questioned Tyler Proud’s fitness to serve as a director, citing inadequate governance and oversight concerns. Hibben declined to comment further, and Tyler Proud has not responded to interview requests.
Former Dye & Durham CFO and director Ronnie Wahi criticized Tyler Proud’s influence in an interview, asserting it was “disproportionate” and misaligned with the interests of larger shareholders. Wahi attributed some of the company’s decline since Engine Capital’s involvement to Proud’s role and suggested that the company would benefit from leadership with deeper institutional knowledge, potentially including Matt Proud.
The company’s recent financial results have reflected ongoing challenges. In May, Dye & Durham reported an 11.8 percent decline in revenue for the third quarter ended March 31, down to $91.2 million compared to the previous year. Operating cash flows dropped by more than half, while operating earnings decreased 19 percent. Additionally, sources familiar with the matter revealed the board has suspended a potential sale of the entire company after receiving two preliminary bids earlier this year. Dye & Durham confirmed it remains open to offers for its financial services unit and stated the strategic process is ongoing.
Dye & Durham’s shares have plummeted 60 percent so far this year, closing at $1.61 on Wednesday, a steep decline from trading levels above $20 in 2024 and in the $40 range in 2021. The company has emphasized that recent executive changes signal a renewed commitment to disciplined management and delivering results in the best interest of all stakeholders.