In its recent decision in Orange Capital, LLC v Partners Real Estate Investment Trust, 2014 ONSC 3793, the Ontario Superior Court has offered new guidance on the interpretation of advance notice provisions used in the context of a proxy
Can Activist Shareholders Spur Innovation in the Technology Sector?
Activist shareholders have been accused of hindering innovation in companies they target. During a 2-3 year activist engagement in a company, activist shareholders focused on pursuing short-term goals may seek to cut costs in the target, maximize profits, then exit
Battles for Control of a Company: Practical Lessons from Wells v. Bioniche Life Sciences Inc.
In Wells v. Bioniche Life Sciences Inc., a group of dissident shareholders attempted to gain control of Bioniche Life Sciences Inc. (the “Company”) by requisitioning a shareholders’ meeting to replace the Company’s management. Bioniche’s Board of Directors resisted the
Why Are Activist Investors Drawn to Canada?
Over the past decade, proxy contests have gone from a once rare phenomenon to a standard feature of the Canadian corporate world and as the number of contests have increased, so too have activists’ success rates. To some extent these
Activist Pershing Square Teams Up With Valeant Pharmaceuticals To Target Allergan Inc.
Shareholder activism has been dubbed “the new M&A” in recognition of activists’ propensity to drive companies to pursue value-creating transactions. Last month, Bill Ackman’s Pershing Square Capital Management took this trend to a new level when it teamed up with
Canadian Securities Administrators publish proposed guidance for proxy advisory firms
On April 24, 2014, the Canadian Securities Administrators (CSA) published for comment proposed National Policy 25 201 Guidance for Proxy Advisory Firms (the Proposed Policy). The Proposed Policy follows a public consultation by the CSA, which began in June 2012
Proactive Business Judgment in Proxy Contests
In a contest for shareholder support, control of the narrative is crucial, and the difference in perception between a board acting decisively to protect shareholders’ investments, and a board willing to do or say anything to hold onto control, can
The Globalization of Shareholder Activism
The shareholder activist arena has traditionally been within the U.S. capital markets, where a history of public and high-profile activist campaigns has resulted in the establishment of well-known activist players and has led to the rise of proxy advisors and
Exercising Appraisal Rights – An Effective Tool for Canadian Activists?
In the wake of Dole Food Co.’s $2.4 billion management buyout, the question of whether the exercise of shareholder appraisal rights is an effective tool in the Canadian shareholder activism scene emerges.
In late 2013, management of Dole Foods offered
Is Shareholder Activism Hurting Bondholders?
A recently released research report by Moody’s Investors Service examines the credit impacts of activist shareholder activity, arguing that shareholder initiatives do not always benefit bondholders. In fact, the report suggests that the means by which shareholders drive change in