This blog is led by the Canadian Special Situations Team of the international legal practice Norton Rose Fulbright. Our contributors comment and deliver insight on the legal and business developments impacting special situations law in Canada and globally. The Special Situations Team has played a leading role in Canada’s most high-profile shareholder activist and defence mandates, as well as complex reorganization transactions. The team has led or defended dozens of proxy battles in recent years, including many of the most high profile fights in Canada.
We are called upon for advice in the context of special situations for several reasons:
Broad experience – We have advised activists, corporations, boards of directors and special committees in Canada on some of the most high-profile proxy battles. As a result, we understand the legal and business issues that all parties to a proxy battle face and how to get the best results for our clients.
Leading case law – Our proxy battle campaigns have resulted in the leading case law and practice in Canada on fundamental proxy issues including empty voting, board duties during a proxy contest, the definition of solicitation, the definition of acting jointly or in concert, advance notice bylaws, independent chairpersons and requisitions.
Well-developed/tested playbook – Our customized proxy defence playbook provides companies and boards of directors with practical information on how to respond quickly and effectively to activist shareholders, including identifying strategic tactics that may be employed by the board and management in the course of defensive planning.
Global expertise – Our special situations expertise across Canada is supplemented by expertise in multiple jurisdictions across the world. As this is an evolving area of the law, access to a global network of colleagues who have addressed similar issues is a unique and valuable advantage.
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