Topic: Shareholder Activism

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The CCGG’s Stewardship Principles

Last month, the Canadian Coalition for Good Governance (CCGG) published its new Stewardship Principles paper designed to assist institutional investors fulfil their responsibilities to their beneficiaries or clients and enhance the value of their investments. The principles reflect what the CCGG believes are appropriate stewardship responsibilities for institutions investing in Canadian public equities and are … Continue reading

Members of Special Situations team weigh in on Canadian activism in Ethical Boardroom Magazine

Members of Norton Rose Fulbright’s Canadian Special Situations team have weighed in on shareholder activism in Canada with an article in the Spring Edition of Ethical Boardroom Magazine. The article, written by Trevor Zeyl (assisted by Joe Bricker), offers insights on shareholder activism in Canada in the past year, and some predictions for 2017 and … Continue reading

Re Hemostemix Inc: Alberta Securities Commission upholds decision of TSXV in contested private placement

Following recent amendments to Canada’s takeover bid rules, private placements in the face of hostile bids have become newly controversial. Private placements in the context of proxy contests have received less attention. Yet this is somewhat surprising, because they are another facet of the same underlying question: whether regulators should allow a financing that may … Continue reading

Institutional investors managing US $17 trillion announce new corporate governance framework

In a move likely to have significant impacts on corporate governance, a group of institutional investors managing upwards of US $17 trillion has announced the formation of the Investor Stewardship Group (the Group). The Group has adopted a framework of certain non-binding investor-friendly principles, many of which are either common or already legally recognized in … Continue reading

An age of shareholder empowerment

In a corporate directors survey (the Survey) entitled “The swinging pendulum: Board governance in the age of shareholder empowerment”, PricewaterhouseCoopers LLP (PwC) presents current trends in investor influence and their impact on governance practices of boards and management teams. Conducted amongst 884 company directors in the summer of 2016 with respondents representing over 24 industries, … Continue reading

Tactical defenses by targets: OSC and BCSC defer to target board decision to implement private placement in face of hostile bid

Further to our post on the Dolly Varden Silver Corp. (Dolly Varden) and Hecla Mining Co. (Hecla) decision, the Ontario and British Columbia Securities Commissions (the Commissions) recently released their reasons for their decision in July, 2016 (the Reasons) allowing Dolly Varden to proceed with a proposed private placement announced shortly after Hecla launched a … Continue reading

Placeholder board nominees: A new tactic in the activist tool-kit?

In response to the threat of a shareholder ambush of director nominations at a shareholder meeting, many Canadian companies have adopted advance notice provisions (ANPs). ANPs require that shareholders inform a company by a certain deadline if they wish to nominate directors to the board. For annual shareholder meetings, this deadline is typically no less … Continue reading

Trends and predictions in Canadian proxy contests

Kingsdale Shareholder Services (Kingsdale) recently released its annual Proxy Season Review. As in previous years, the report discusses trends observed in 2016 and offers predictions of what we might see looking forward. The report also outlines strategic recommendations for Canadian companies. Trends from 2016 Contested Activity “Back to Earth”: After a record setting year in … Continue reading

Federal government proposes changes to corporate law: What it means for corporate governance and shareholder activism

On September 28, 2016, Canada’s federal government introduced a bill proposing amendments (the Amendments) to the Canada Business Corporations Act (the CBCA), among other acts. The Amendments include new requirements for electing directors, mandatory diversity disclosure, and changes to shareholder communications. These proposed changes, if enacted, will have significant effects on corporate governance and shareholder … Continue reading

Norton Rose Fulbright’s Canadian Special Situations Team ranks in the top 10 of global legal advisors for shareholder activist campaigns

Global law firm Norton Rose Fulbright’s Canadian Special Situations Team has ranked in the top 10 of global legal advisors advising both companies and activists in shareholder activist campaigns and is the only Canadian firm to be represented on the global ranking. The Special Situations Team also advised on the only Canadian campaign to rank … Continue reading

Activists increase their focus on smaller issuers

Shareholder activism is often associated with campaigns involving large, high-profile issuers. Yet as the Financial Times reports in a recent article, referencing global data from Activist Insight, there has been a slight upswing this year in activism against relatively small issuers. The data show that from the start of year to the end of July, … Continue reading

Policy activists get tough on climate change

As we previously predicted in a 2014 article, The Rise of Policy Activists?, policy activism in Canada is gaining speed. In this year’s upcoming proxy season, a hot topic for policy activists is the potential transition to a global low-carbon economy. Canada is currently working towards a national climate change plan and one of the … Continue reading

Emerging trends: Activist shareholder bans

As a result of the rising tide of shareholder activism in Canada, a number of defensive tactics have been developed by corporate management. The newest innovation in management’s arsenal is the activist investor ban—an agreement between an issuer and a purchaser that restricts the purchaser from transferring its shares to activist investors. Activist investor bans … Continue reading

Beyond Governance – A Canadian perspective on pre-empting activism through shareholder value creation

In collaboration with The Boston Consulting Group and RBC Capital Markets, our Canadian Special Situations Team has released a paper offering a fresh perspective on defensive strategies addressing the spectre of shareholder activism. The paper argues that in developing a sound defense, good governance practices are vital, but should not be relied upon as a … 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

Shareholder activism on the rise

According to recent studies, the rate of successful shareholder activism is on the rise. While historically high when compared to the relative ownership percentage of those campaigning, new data from North America and Europe demonstrates a climbing success rate for activist campaigns. Studies that measure shareholder activism often organize their success-rate analysis by either a … Continue reading

Remembering the legendary Kirk Kerkorian

In yesterday’s Financial Post,  Walied Soliman, a partner and co-chair of Norton Rose Fulbright’s Special Situations Team, reflected upon the contributions of Kirk Kerkorian, a pioneer of activist investment, stating that Kerkorian was “one of the originals who inspired many to create this asset class. We tip our hats to him.” The full Financial Post article can be … Continue reading

M&A Activism 101: Top 3 Tips for Companies

There is a wide range of issues that a board and management team must face in considering an M&A transaction in the normal course. Increasingly however, a company that is considering a potential merger or acquisition, or asking its shareholders to consider such a transaction, needs to be aware of the motivations of the stakeholder … Continue reading

Shareholder engagement: A strategic opportunity

Shareholder engagement is a key tool in a board’s toolkit to prepare for and respond to potential activist investor campaigns.  A shareholder engagement program can provide valuable information on investor opinion, allow the board to head off issues before they become the subject of an activist campaign, and cement the support of important long-term investors. … Continue reading

Shareholder activism goes mainstream: investment giants increasingly focused on corporate governance

The Wall Street Journal reports that Vanguard Group, the largest mutual fund firm in the U.S., and BlackRock Inc., the world’s largest asset manager, are becoming more assertive in exercising their influence over companies in which they invest. This is a significant development, given Vanguard and Blackrock’s immense shareholdings in large American companies. BlackRock’s recently … Continue reading

Shareholder activism: A year in review – Cutting-edge tactics in 2014 and a look ahead

Walied Soliman and Orestes Pasparakis, co-chairs of Norton Rose Fulbright’s Special Situations Team, will be joined by Wes Hall, CEO, Kingsdale Shareholder Services Inc. to host our annual video webinar “Shareholder Activism: A Year in Review – Cutting-edge Tactics in 2014 and a Look Ahead” on Wednesday, February 4, 2015 from 12:00-1:00 pm EST. On … Continue reading
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