Social Media and the Retail Investor: A Regulator’s Dilemma

By Kassem Dahrouj on September 24, 2021 Posted in Securities, Shareholder Activism

With the growing accessibility of “do-it-yourself” investment technology, it should come as no surprise that retail investing has been on the rise. In fact, the Ontario Securities Commission (OSC) recently published a study (the Study) which reveals that there has been a sharp increase in retail investing since 2015, and especially since the onset of … Continue reading

A Recap of the OSC Decision on the Minimum Tender Requirement under the New Canadian Takeover Bid Regime

By Ivona Zegrean on September 24, 2021 Posted in Corporate Governance, Securities, Shareholder Activism

On February 23, 2021, the Ontario Securities Commission (OSC) released its reasons in ESW Capital, LLC, 2021 ONSEC 7 (the ESW Decision), in which the OSC considered the availability of an exemption from the minimum tender requirement for takeover bids. The ESW Decision dismissed the proposed bidder’s application for exemptive relief, but provided important clarifications … Continue reading

Climate Change and the Need for Sound Corporate Governance

By Adamo Fucile on August 20, 2021 Posted in Securities, Shareholder Activism

The United Nations’ Intergovernmental Panel on Climate Change recently released a troubling report, highlighting the irreversible consequences of climate change on humanity. This study is simply adding to the pressures set forth by governments and other entities such as the Task Force on Climate Change-Related Financial Disclosure (TFCD) and BlackRock to hold corporations more responsible … Continue reading

SPACtivism: A New Trend Looming in Shareholder Activism

By Brandon Schupp and Nader Hasan (Toronto) on August 20, 2021 Posted in Proxy Battles, Securities, Shareholder Activism

The past 18 months have seen a number of developments in North American capital markets, with trends such as the rise of meme stocks and the self-proclaimed retail investor revolution dominating many headlines. Another interesting, if less novel, trend that emerged in 2020 was a resurgence of special purpose acquisition corporations (“SPACs”). In 2020, more … Continue reading

CP Rail Supports an ESG-Related Shareholder Proposal Which Includes Annual Advisory Vote by Shareholders on a Climate Action Plan

By Heidi Reinhart and The Special Situations Team on March 31, 2021 Posted in Corporate Governance, Shareholder Activism

TCI Fund Management Limited (TCI) recently successfully submitted a climate change-related shareholder proposal (the Proposal) to Canadian Pacific Railway Limited (CP) to be voted on at CP’s upcoming 2021 annual general meeting of shareholders.  As stated in its circular for the meeting, CP supports TCI’s Proposal and recommends shareholders vote in favour of it.  Of … Continue reading

A Dive into the Surge of Cannabis-Related Securities Class Actions

By Scott Boucher (Vancouver) on January 8, 2021 Posted in Corporate Finance, Litigation, Securities

After nearly two years since the recreational cannabis industry has been in operation, we are seeing a rise in securities class actions and regulatory activity relating to cannabis companies. Since legalization, the growth of the sector has been fast and furious. The initial excitement and high investor interest has been recently overshadowed by compliance breaches … Continue reading

A Review of 2020: A Catalyst for Corporate Governance Change

By Jennifer McPherson (Calgary) on January 5, 2021 Posted in Corporate Governance, Shareholder Activism

The COVID-19 pandemic coupled with the fight against anti-Black systemic racism has had a significant and potentially long-lasting impact on corporate governance. In its report entitled “The New Abnormal: How 2020 Has Changed the Future of Corporate Governance” (the Report), Kingsdale Advisors (Kingsdale) notes that directors have faced a string of challenges in 2020 that … Continue reading

Dialing In: Adapting to Virtual Shareholder Meetings

By The Special Situations Team on September 28, 2020 Posted in Corporate Governance, Securities

The Shift to a Virtual World The COVID-19 pandemic has altered and changed many familiar corporate operational and governance practices and norms, including how issuers host their annual general meetings (AGMs). Broadridge Financial Solutions reported hosting 300 virtual meetings in 2019 and approximately 1500 virtual meetings this year thus far. In place of in-person only … Continue reading

Global Trends in Shareholder Activism Amidst COVID-19

By The Special Situations Team on September 4, 2020 Posted in M&A, Shareholder Activism

According to a review of shareholder activism by Lazard (the Lazard Review) that examined global activism trends in the first half of 2020 (H1 2020), economic uncertainty brought on by the COVID-19 pandemic, coupled with heightened awareness of widening socioeconomic inequalities around the world, has altered shareholder activism activity globally. We highlight some important trends … Continue reading

ISS includes Economic Value Added in its Compensation Reports

By Denise Gan (Toronto) on May 24, 2019 Posted in Compliance, Corporate Governance, Proxy Battles, Shareholder Activism

Institutional Shareholder Services (ISS) announced earlier this year that, in its 2019 proxy research reports, it will be displaying financial ratios derived from a base measure called Economic Value Added (EVA). The EVA ratios will initially be used for informational purposes only, meaning they will not factor in to say-on-pay voting recommendations or evaluations of … Continue reading