Tag archives: shareholder activism

ESG & Shareholder Activism: Ready or Not, Here it Comes

Photo of Katherine MacPhail (Calgary)By Katherine MacPhail (Calgary) on Posted in Corporate Governance, Securities, Shareholder Activism
“ESG” stands for Environmental, Social and Governance and describes a handful of criteria used by both issuers and investors to focus on a corporation’s impact and activity regarding topics like environmental protection, climate change, support for the local and global community, diversity in hiring and advancement, and employee compensation. This investment methodology, once considered novel, … Continue reading

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

Photo of Kassem DahroujBy Kassem Dahrouj on 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

Photo of Ivona ZegreanBy Ivona Zegrean on 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

Photo of Adamo FucileBy Adamo Fucile on 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

Photo of Brandon SchuppPhoto of Nader Hasan (Toronto)By Brandon Schupp and Nader Hasan (Toronto) on 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

Global Trends in Shareholder Activism Amidst COVID-19

By The Special Situations Team on Posted in M&A, Shareholder Activism
Laptops with dashboard metrics on screenAccording 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

A UK dispute sheds light on the duties of a dissident director

Photo of Nader Hasan (Toronto)By Nader Hasan (Toronto) on Posted in Proxy Battles, Shareholder Activism
A recent decision of the UK’s High Court — Stobart v Tinkler [2019] EWHC 258 (Comm) — has been released following a dispute between directors of a large infrastructure company (the “Company”). The decision, and the circumstances preceding it, serve as a cautionary tale about the duties of a dissident director and of board members … Continue reading

When defamation in hostile proceedings leads to serious consequences

Photo of Nader Hasan (Toronto)By Nader Hasan (Toronto) on Posted in Litigation, Proxy Battles, Shareholder Activism, Uncategorized
It will come as no surprise to those who have participated in a proxy fight to learn that these disputes can be heated affairs.   Parties to a fight will routinely seek to discredit the other side to bolster their own narrative or otherwise gain a strategic advantage.  In such an atmosphere, it can be difficult … Continue reading

Lesson Learned: An Examination of Trends in Shareholder Proposals

Photo of Peter Valente (Toronto)By Peter Valente (Toronto) on Posted in Proxy Access, Proxy Battles, Shareholder Activism
Shareholder proposals are often viewed as an essential tool for maintaining corporate accountability, but what role do they play in shaping corporate governance? ISS Analytics recently published a study  (the Study) that reviewed the impact of shareholder proposals on corporate governance practices among U.S. companies since 2000. The Study offers helpful insights into shifting trends … Continue reading

Webinar – Corporate governance, shareholder activism, and hostile M&A: Key developments in 2018 and a look ahead

By Joe Bricker on Posted in Corporate Governance, M&A, Proxy Access, Proxy Battles, Securities, Shareholder Activism, Short selling, Uncategorized
Walied Soliman and Orestes Pasparakis, co-chairs of Norton Rose Fulbright’s Canadian Special Situations team, will host a 60-minute webinar on corporate governance, shareholder activism, and hostile M&A on Tuesday, February 12, 2019 at 12 p.m. EST. To sign up, please click here. Our Special Situations team played a leading role in some of the most … Continue reading

Holding up the deal: the threat of “bumpitrage” to M&A

Photo of Trevor ZeylBy Trevor Zeyl on Posted in Compliance, Shareholder Activism
Considering the robust global M&A markets of the last few years, it is unsurprising that activist investors have increasingly sought to leverage these transactions for their own gain. To that end, shareholder activists have developed a variety of M&A-related strategies. Most commonly, they either seek to catalyze transactions by pressuring companies into a merger or … Continue reading

Kingsdale Releases 2018 Proxy Season Review

Photo of Peter Valente (Toronto)By Peter Valente (Toronto) on Posted in Proxy Battles, Securities, Shareholder Activism, Uncategorized
Kingsdale Advisors has released its annual Proxy Season Review for 2018. The Review examines trends observed in 2018, predicts issues on the horizon, and provides advice to both issuers and activists in the marketplace. In what follows, we pick out just a few of the important trends that emerge from Kingsdale’s analysis. The complete report … Continue reading

Activist Insight Monthly features interview with Co-Chairs of Canadian Special Situations team

By Joe Bricker on Posted in M&A, Proxy Battles, Shareholder Activism, Short selling
This month’s edition of Activist Insight Monthly, which focuses on Canada, features an in-depth interview with Walied Soliman and Orestes Pasparakis, Co-Chairs of Norton Rose Fulbright’s Canadian Special Situations team. The interview focuses on recent trends our team is seeing in the Canadian marketplace, including activist short selling, settlements, and the continued rise of “nice” activists. The … Continue reading

Tracking the Rise of Shareholder Activism through Withhold Campaigns in North America

By Simone Nash (Toronto) on Posted in Corporate Governance, Shareholder Activism
In a recent post about Canadian proxy contest trends, we discussed the growing concern with “The Active Passive investor” and potential issues on the horizon given a surge in the use of “withhold” campaigns. As of late, the prominence of withhold campaigns to signal shareholder discontent to boards of directors in North American markets has … Continue reading

Canadian Securities Administrators are seeking comments on soliciting dealer arrangements

Photo of Trevor ZeylBy Trevor Zeyl on Posted in Compliance, Corporate Governance, M&A, Proxy Battles, Shareholder Activism
The Canadian Securities Administrators (the “CSA”) have issued CSA Staff Notice 61-303 and Request for Comment – Soliciting Dealer Arrangements (the “Notice”) on the use of soliciting dealer arrangements. “Soliciting dealer arrangements” generally refer to agreements entered into between issuers and investment dealers under which the issuer agrees to pay to the dealers a fee … Continue reading

Preparing for activism in 2018: the activist investing annual review

By Joe Bricker on Posted in Shareholder Activism
Activist Insight recently published the fifth annual edition of The Activist Investing Annual Review (the Review). The Review analyzes global activist investing trends over the past few years, with an emphasis on 2017, forecasts developments expected in 2018, and breaks out key statistics by jurisdiction. The 2018 Forecast The Review identifies four big trends expected … Continue reading

Glass Lewis’ 2018 Canada Policy Guidelines on Proxy Advice

By The Special Situations Team on Posted in Corporate Governance, Proxy Access, Proxy Battles, Shareholder Activism
Glass, Lewis & Co., LLC (Glass Lewis), a leading governance and proxy voting firm, has recently released its 2018 Policy Guidelines for Proxy Advice in Canada.  The following are three of its key changes from the 2017 Policy Guidelines: Board Gender Diversity In the new year, Glass Lewis will not make voting recommendations solely on the … Continue reading

SEC provides guidance on shareholder proposals and expands boards’ responsibilities

Photo of Lauren DayBy Lauren Day on Posted in Shareholder Activism
On November 1, 2017, the staff of the US Securities and Exchange Commission’s Division of Corporation Finance (Staff) provided important guidance to companies and shareholders on how Staff will evaluate arguments to exclude shareholder proposals from proxy materials. Among other considerations, the Staff Legal Bulletin No. 14I (CF) (the Bulletin) deals primarily with the “ordinary … Continue reading

Shareholder activism leads to higher rate of CEO turnover – win or lose

Photo of Matthew Lau (Toronto)By Matthew Lau (Toronto) on Posted in Proxy Battles, Shareholder Activism
Shareholder activism is now a global phenomenon. Activists commonly seek to shake up the board of a target company in hopes of instilling change and increasing shareholder value. The impact on target companies can be both disruptive and enduring – often resulting in turnover among top management and in particular chief executive officers (CEOs). A … Continue reading

ISS releases 2018 Americas Proxy Voting Guidelines Updates

By Joe Bricker on Posted in Compliance, Corporate Governance, Shareholder Activism
On November 16, 2017, Institutional Shareholder Services (ISS) released its 2018 Americas Proxy Voting Guidelines Updates (the Updates). These updates implement changes in a number of areas, with the most significant being a gender diversity policy and new criteria for determining when a director is “overboarded”. Except where indicated below, the changes are effective for … Continue reading

Activists knocking on the door

Photo of Trevor ZeylBy Trevor Zeyl on Posted in Shareholder Activism
The Canadian Real Estate sector may be in for a shake-up. Reuters recently reported (here) that activists may be eyeing real estate investment trusts (REITs), and their approximate combined C$67 billion in market capitalization, as ripe targets for activist campaigns in light of: attractive prices, vulnerability in the market based on uncertainty surrounding the effects … Continue reading

Trends and predictions in Canadian proxy contests

By Joe Bricker on Posted in Corporate Governance, Shareholder Activism
Kingsdale Advisors (Kingsdale) recently released its annual Proxy Season Review for 2017. The report examines trends observed in 2017 and provides analysis on what the future may hold for Canadian proxy contests. The report also outlines strategic recommendations for Canadian companies. Looking back – trends from 2017 Shareholder activism: alive and well. Kingsdale reports that … Continue reading
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