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

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

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

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

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
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