Andrea Brewer

Court dismisses petition for a court-ordered shareholders meeting with independent chair in lieu of a meeting requisitioned by shareholders

By Andrea Brewer and Jeffrey Spiegel (Toronto) on May 15, 2017 Posted in Uncategorized

In a dispute between three petitioning directors (the Petitioners) and three requisitioning shareholders (two of whom were also directors) (the Requisitioning Shareholders) of Photon Control Inc. (Photon) (TSX-V: PHO), the Petitioners asked the British Columbia Supreme Court (the Court) to exercise its powers under the Business Corporations Act (British Columbia) (the Act) to intervene in … Continue reading

Making your vote count II: CSA finalizes proxy voting protocols

By Walied Soliman, Andrea Brewer and Nader Hasan (Toronto) on March 20, 2017 Posted in Corporate Governance, Securities

The Canadian Securities Administrators (CSA) have recently released finalized guidance and protocols for meeting vote reconciliation under CSA Staff-Notice 54-305 Meeting Vote Reconciliation Protocols (the Protocols) which are implemented on a voluntary basis. The Protocols mark the latest step in a systemic review that began in 2013 to bring greater transparency and simplicity in vote … Continue reading

Universal proxies: SEC proposal moving forward

By Walied Soliman, Andrea Brewer and Nader Hasan (Toronto) on November 25, 2016 Posted in Securities

In a move that may encourage shareholder activism and increase the potential for proxy contests, the Securities and Exchange Commission (SEC) has voted to propose amendments to the U.S. federal proxy rules (the Proposed Rules). As discussed in a previous post, the Proposed Rules will require parties in all “non-exempt” solicitations in a contested director … Continue reading

Tactical defenses by targets: OSC and BCSC defer to target board decision to implement private placement in face of hostile bid

By Andrea Brewer and Kassy Corothers (Calgary) on November 14, 2016 Posted in Shareholder Activism

Further to our post on the Dolly Varden Silver Corp. (Dolly Varden) and Hecla Mining Co. (Hecla) decision, the Ontario and British Columbia Securities Commissions (the Commissions) recently released their reasons for their decision in July, 2016 (the Reasons) allowing Dolly Varden to proceed with a proposed private placement announced shortly after Hecla launched a … Continue reading

Placeholder board nominees: A new tactic in the activist tool-kit?

By Andrea Brewer on November 4, 2016 Posted in Shareholder Activism

In response to the threat of a shareholder ambush of director nominations at a shareholder meeting, many Canadian companies have adopted advance notice provisions (ANPs). ANPs require that shareholders inform a company by a certain deadline if they wish to nominate directors to the board. For annual shareholder meetings, this deadline is typically no less … Continue reading

Evolving tactical defenses by target issuers: Private placements in response to a hostile bid

By Andrea Brewer and Kassy Corothers (Calgary) on October 13, 2016 Posted in Securities

The Ontario and British Columbia Securities Commissions (the Commissions) issued orders on July 22, 2016 allowing junior B.C.-based miner, Dolly Varden Silver Corp. (Dolly Varden), the target of a hostile takeover bid from Idaho-based Hecla Mining Co. (Hecla), to proceed with a proposed private placement, which was announced shortly after Hecla launched its hostile bid. … Continue reading

Federal government proposes changes to corporate law: What it means for corporate governance and shareholder activism

By Walied Soliman and Andrea Brewer on October 6, 2016 Posted in Corporate Governance, Shareholder Activism

On September 28, 2016, Canada’s federal government introduced a bill proposing amendments (the Amendments) to the Canada Business Corporations Act (the CBCA), among other acts. The Amendments include new requirements for electing directors, mandatory diversity disclosure, and changes to shareholder communications. These proposed changes, if enacted, will have significant effects on corporate governance and shareholder … Continue reading

M&A Activism 101: Top 3 Tips for Companies

By Andrea Brewer on May 7, 2015 Posted in Shareholder Activism

There is a wide range of issues that a board and management team must face in considering an M&A transaction in the normal course. Increasingly however, a company that is considering a potential merger or acquisition, or asking its shareholders to consider such a transaction, needs to be aware of the motivations of the stakeholder … Continue reading

Our Top Five Tips for Companies and Boards in advance of the 2015 Proxy Season

By Andrea Brewer on January 27, 2015 Posted in Shareholder Activism

As a new year begins, it is always a good time to take stock of the successes of the past year and look forward to doing even better in 2015. Shareholder activism will continue to be a “hot topic” for publicly listed issuers in 2015. Here is a checklist of our top five tips to … Continue reading

What Canadian public companies need to know about the 2014 ISS Corporate Governance Policy Updates

By Andrea Brewer on January 28, 2014 Posted in Compliance, Corporate Governance, Securities

On November 21, 2013, Institutional Shareholder Services Inc. (ISS) issued its 2014 Corporate Governance Policy Updates applicable to issuers holding their shareholder meetings on or after February 1, 2014. Updates for the Americas, EMEA and Asia-Pacific were released. For the first time, ISS has opened a consultation period (which expires on February 14, 2014) related … Continue reading

Glass Lewis Publishes 2014 Proxy Voting Guidelines

By Andrea Brewer on January 22, 2014 Posted in Corporate Governance, Securities

On December 13, 2013, Glass Lewis (GL) published its 2014 Proxy Voting Guidelines for the upcoming proxy season for the U.S., Canada, the UK and Asia. Some of the key updates are summarized below. We recommend that readers review the entire Canadian document to determine the changes for 2014. Changes to Pay for Performance Evaluation … Continue reading