Corporate litigation update – shareholder rights under corporate statutes in Q1 2024

This blog post is the first of a new series looking at recent developments in Canadian corporate litigation, with a slight bias towards Ontario. The goal is to provide regular updates on court decisions that are of interest to the authors and that the authors hope may be of interest to readers. The watchwords of … Continue reading

Diversity on Canadian boards: key trends and potential changes to disclosure requirements

Over the last decade, there has been a notable increase in the number of women on boards and in executive officer positions across Canadian issuers. This progress is reflected in the Canadian Securities Administrators’ (CSA) annual review of the corporate governance disclosures of publicly listed companies. Most notably, the number of women occupying board seats … Continue reading

B.C. Securities Commission sets high threshold for finding parties to be “acting jointly or in concert”

Recently, the B.C. Securities Commission (the Commission) clarified the interpretation of “acting jointly or in concert” in the context of a proxy fight, setting a high bar for a finding of a joint actor relationship. In NorthWest Copper Corp., 2023 BCSECCOM 602, the Commission declined to find that certain shareholders of NorthWest Copper Corp. (NWST … Continue reading

Unitholder Democracy Prevails in a “Good Hard Look” at Board Decision Making

Sandpiper Real Estate Fund 4 Limited Partnership v. First Capital Real Estate Investment Trust, 2023 ONSC 794 On February 1, 2023, our Special Situations team successfully obtained an order from the Ontario Superior Court of Justice (Commercial List) requiring that First Capital Real Estate Investment Trust (First Capital) accelerate the holding of a requisitioned special … Continue reading

Canada’s new “modern slavery” legislation: impact on shareholder activism

Row of Canadian flags hanging from a buildingGovernment institutions and businesses in Canada must soon comply with new legislation aimed at combatting forced labour and child labour or “modern slavery”. Bill S-211, an Act to enact the Fighting Against Forced Labour and Child Labour in Supply Chains Act and to amend the Customs Tariff (the Act), passed its third reading by the … Continue reading

CSA/IIROC Staff Notice 23-329 – Short Selling in Canada

Close-up of hand scrolling on tabletOn December 8, 2022, the Canadian Securities Administrators (CSA) and the Investment Industry Regulatory Organization of Canada (IIROC) jointly issued Staff Notice 23-329 – Short Selling in Canada (the Notice). The purpose of the Notice is to provide an overview of the existing regulatory regime with respect to short selling and request public feedback on … Continue reading

TSX Confirms Voting Agreements May Require Security Holder Approval

Someone signing a documentOn February 27, 2023, the Toronto Stock Exchange (“TSX”) published Staff Notice 2023-0001 – Voting Agreements (the “Staff Notice”), which formalizes the policy on how it has been addressing voting agreements between TSX-listed issuers and their security holders (“Voting Agreements”) for many years. The Staff Notice does not contain anything new – rather, it confirms … Continue reading

Proxy Advisors and Shareholders Pay Attention to Cybersecurity; Boards Should Too

Computer screen with a row of blue lock icons, middle lock icon is red and unlockedProxy advisors and shareholders are paying an increasing amount of attention to cybersecurity because the stakes are high – a cyberattack can be catastrophic for a company. A successful cyber attack can target confidential information integral to the competitive edge of a business (including trade secrets, supplier and client lists, information regarding research and development … Continue reading

Putting the “green” in green investing

The past several years have seen “green investing” rise to prominence. In 2020, environmental, social and governance (ESG) funds captured $51.1 billion of net new capital from investors, a fifth consecutive annual record. At the same time, companies are facing growing scrutiny of their environmental practices from institutional shareholders and activists. While these trends indicate … Continue reading

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

“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