Andrea Brewer

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

Photo of Andrea BrewerBy Andrea Brewer and The Special Situations Team on 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

Photo of Walied SolimanPhoto of Andrea BrewerPhoto of Nader Hasan (Toronto)By Walied Soliman, Andrea Brewer and Nader Hasan (Toronto) on 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

Photo of Walied SolimanPhoto of Andrea BrewerPhoto of Nader Hasan (Toronto)By Walied Soliman, Andrea Brewer and Nader Hasan (Toronto) on 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

Photo of Andrea BrewerPhoto of Kassy Corothers (Calgary)By Andrea Brewer and Kassy Corothers (Calgary) on 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?

Photo of Andrea BrewerBy Andrea Brewer on 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

Photo of Andrea BrewerPhoto of Kassy Corothers (Calgary)By Andrea Brewer and Kassy Corothers (Calgary) on 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

Photo of Walied SolimanPhoto of Andrea BrewerBy Walied Soliman and Andrea Brewer on 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

Photo of Andrea BrewerBy Andrea Brewer on 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

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

Photo of Andrea BrewerBy Andrea Brewer on 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
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