Topic: Proxy Battles

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Key takeaways from the 2016 proxy season in the US

The EY Centre for Board Matters (EYC) recently published its annual report setting out key takeaways from 2016’s proxy season in the United States. Canadian issuers should take note of the developments in the US as trends south of the border will impact the proxy landscape in Canada. Investor Communications One of the takeaways from … Continue reading

The State of Proxy Access Reforms

With the rise of shareholder activism led by what some refer to as “constructivists”, “reluctavists” or “suggestivists” (and, yet others, those who commit “extortion”), shareholders have become increasingly distrustful of leaving matters of corporate governance to management and boards. One tool that investors can rely on is exercising rights pursuant to a proxy access by-law, … Continue reading

Multiple activist campaigns on the rise as activists outnumber target companies

A corollary to the trend of rising shareholder activism is the increasing frequency with which target companies are facing multiple activist campaigns. Companies that have successfully defended activist campaigns in the past are not free to rest on their laurels – if the same issues persist, future attacks may be on the horizon. The Wall … Continue reading

Canada and France: Will legislative changes reduce hostile bids?

While the Canadian Securities Administrators’ (CSA) proposed changes to the hostile take-over bid regime have been discussed extensively in Canada, a series of similar legislative changes in France have received relatively little coverage. Although attained by different means, both changes point towards a potential shift in power from hostile bidders and activist shareholders to target … Continue reading

Demonstrated impropriety, not mere speculation, required to warrant appointment of independent chair: Ontario court

The Ontario Superior Court of Justice (Commercial List) recently confirmed that “demonstrated impropriety” is required to warrant court intervention in the appointment of an independent chair of a shareholders’ meeting in a proxy contest. In Meson Capital Partners, LLC v Aberdeen International Inc. (Aberdeen),[1] Norton Rose Fulbright Canada’s Special Situations Team successfully represented the Special … Continue reading

Institutional investors strongly support shareholder activism, according to new study

Institutional investors represent perhaps the most important segment of shareholders that both management and dissidents must appeal to in the course of an activist campaign. A new study of institutional investors published by FTI Consulting, Inc. (the Study), a leading US-based corporate consultancy firm, reveals interesting findings about the attitudes of such investors toward shareholder … Continue reading

US Chamber of Commerce releases practice guidance for public companies dealing with proxy battles

The US Chamber of Commerce recently released a white paper authored by Harvey Pitt, former Chairman of the US Securities and Exchange Commission (SEC).  The white paper, “Public Company Initiatives in Response to the SEC Staff’s Guidance on Proxy Advisory Firms” (the Paper), provides public companies with suggested focus areas for dealing with proxy voting … Continue reading

Proxy solicitation: Not a matter of right in Alberta

The increasing prevalence of shareholder activism in Canada has significantly impacted issuers and investors alike in the Canadian capital markets. Consequently, an understanding of the Canadian regulatory landscape governing activist activities has become increasingly important for both sides of an activist struggle. A key element of this understanding is acknowledging that the regulatory landscape is … Continue reading

Corporate Governance 2014: Corporate Governance in Special Situations

Norton Rose Fulbright Canada LLP and Lexpert will again be co-hosting two full-day seminar sessions entitled “Corporate Governance 2014: Corporate Governance in Special Situations” on December 4th (Toronto) and December 8th  (Calgary). These seminars will include discussions on corporate governance developments in special situations, with specific focus on the trends, tools and defences used during … Continue reading

‘Wolf Packs’ and Other Recent Trends in Hedge Fund Activism

The recent increase in hedge fund activism is “hyperbolic” and should be carefully assessed, according to two notable scholars, John C. Coffee Jr. (corporate law; Columbia) and Darius Palia (corporate finance; Rutgers), who have just published on comprehensive study on hedge fund activism entitled, “The Impact of Hedge Fund Activism: Evidence and Implications.” The authors … Continue reading

ISS Updates its Proxy Voting Guidelines for the 2015 Season

On November 6, 2014, Institutional Shareholder Services (ISS) released updates to its Canadian proxy voting guidelines for the 2015 proxy season.  The voting guidelines are effective for meetings held on or after February 1, 2015.  The following is a summary of the most significant changes. Director Elections Director Independence: ISS has made several changes to their … Continue reading

2014 Q3 Proxy Update

The 2015 proxy season is fast approaching, PwC and Broadridge released a quarterly research report  which reviews proxy related data from 4,113 shareholder meetings held between January 1 and June 30, 2014 and  highlights several themes and trends that may inform how shareholders and companies will interact on four key issues: Director Elections: Director elections continue to attract widespread … Continue reading

Defensive Tools in Shareholder Activism: The “Voting Pill”

In today’s Financial Post,  Barbara Shecter highlighted the use of modified shareholder rights plans (colloquially known as “poison pills”) as an emerging defensive tool against opportunistic shareholder activism in Canada.  Traditionally, poison pills are used by boards of target companies as defensive tools to guard against unsolicited takeover bids.  By expanding the typical definition of … Continue reading

Enhanced Disclosure Requirements on Women in the Boardroom

The securities regulators in 7 provinces and 2 territories announced on Wednesday, October 15, 2014, that the final version of the amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101) and Form 58-101F1 Corporate Governance Disclosure (Form 58-101F1) would include stringent requirements pertaining to female representation on boards and in executive officer positions. … Continue reading

Golden Leashes: Is Regulatory Intervention Warranted?

In the most recent volume of the Canadian Business Law Journal, Edward M. Iacobucci, Professor with the Faculty of Law at the University of Toronto, addresses certain arguments against dissident shareholders providing their director nominees with a future incentive if the target company’s share price increases following such nominee’s election to the board.1  These special … Continue reading

CSA Drops Early Warning Report Proposals

The Canadian Securities Administrators (the CSA) provided an update today on its proposed amendments to the early warning system regime. Specifically, the CSA announced that it has determined that they will not proceed with: (a) the proposal to reduce the reporting threshold from 10% to 5%; and (b) the proposal to include “equity equivalent derivatives” … Continue reading

A Changing Climate for Proxy Advisory Firms: Developments in the US and Canada

The role of proxy advisory firms in the marketplace has been a focal point on both sides of the border as recent guidance by the US Securities and Exchange Commission (SEC) and the Canadian Securities Administrators (CSA) highlights the powerful influence of proxy advisory firms and need for increased accountability and transparency. In the US, … Continue reading

Trends and Predictions in Canadian Proxy Contests

Kingsdale Shareholder Services has released its 2014 Proxy Season Review.  In its report, Kingsdale discusses trends observed in 2014, predictions for the future, and gives its key recommendations for companies in the Canadian marketplace.  In reviewing 2014 and comparing it to the previous year, Kingsdale observes: By the numbers – the total number of proxy … Continue reading

Canadian Securities Administrators to Propose Amendments to Canadian Take-over Regime

The Canadian Securities Administrators (CSA) have announced that they intend to publish for comment significant amendments to the Canadian take-over bid regime in the first quarter of 2015. The amendments are an initiative of all CSA members and are intended to strike a fair balance between the interests of bidders and the boards of directors … Continue reading

Shareholder Activism in 2014: Half Year Review

Activist Insight recently released its half-year review.  Activist Insight, which provides market analysis and chronicles critical developments in activist investing, made the following observations regarding U.S. activist investing trends for the first half of 2014, including: While the US continued to dominate public instances of activism (with 127 campaigns initiated), a significant number were waged … Continue reading

The Rise of Policy Activists?

In a recent twist on activist investing, People for the Ethical Treatment of Animals (PETA) purchased shares in SeaWorld in an effort to address conduct it considers animal cruelty.  According to PETA, it bought “the smallest number of shares necessary” to give it “the right to attend and speak at annual meetings and to submit … Continue reading

Shareholder Activism in M&A: 2014 Trends

Buoyed by an improved economic climate and unprecedented success in 2013, shareholder activists are expected to significantly influence the 2014 M&A landscape. As shareholder activism becomes more widespread, activists are becoming increasingly ambitious and creative in their approach. Last year saw a rise in the power and influence of activist hedge funds. In 2013, activist … Continue reading

The Polarizing Effect of National Policy 25-201

In our recent post on June 24, 2014, we reported that the Canadian Securities Administrator (CSA) published for comment proposed National Policy 25-201 Guidance for Proxy Advisory Firms (NP 25-201). At its core, the purpose of NP 25-201 is to set out non-prescriptive guidelines for proxy advising firms to address issues relating to conflicts of … Continue reading
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