Jacob Cawker (Toronto)

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Activists increase their focus on smaller issuers

By Jacob Cawker (Toronto) on September 7, 2016 Posted in Shareholder Activism

Shareholder activism is often associated with campaigns involving large, high-profile issuers. Yet as the Financial Times reports in a recent article, referencing global data from Activist Insight, there has been a slight upswing this year in activism against relatively small issuers. The data show that from the start of year to the end of July, … Continue reading

SEC Chair says SEC will propose new rules on universal proxies

By Jacob Cawker (Toronto) on July 6, 2015 Posted in Securities

In a recent speech focusing on proxy-related issues, Securities and Exchange Commission (SEC) Chair Mary Jo White has indicated that the SEC is working to propose new rules concerning universal proxies. She also encouraged companies to adopt them even before the SEC weighs in on this area. Currently in the United States, it is generally … Continue reading

Defensive Tools in Shareholder Activism: The “Voting Pill”

By Jacob Cawker (Toronto) on October 27, 2014 Posted in Corporate Finance, Corporate Governance, M&A, Proxy Battles, Securities, Shareholder Activism

In today’s Financial Post, Barbara Shecter highlighted the use of modified shareholder rights plans (colloquially known as “poison pills”) as an emerging defensive tool against opportunistic shareholder activism in Canada. Traditionally, poison pills are used by boards of target companies as defensive tools to guard against unsolicited takeover bids. By expanding the typical definition of … Continue reading

Canadian Securities Administrators to Propose Amendments to Canadian Take-over Regime

By Jacob Cawker (Toronto) on September 16, 2014 Posted in Corporate Finance, Corporate Governance, M&A, Proxy Battles, Securities, Shareholder Activism

The Canadian Securities Administrators (CSA) have announced that they intend to publish for comment significant amendments to the Canadian take-over bid regime in the first quarter of 2015. The amendments are an initiative of all CSA members and are intended to strike a fair balance between the interests of bidders and the boards of directors … Continue reading

The Globalization of Shareholder Activism

By Jacob Cawker (Toronto) and Trevor Zeyl on April 14, 2014 Posted in Corporate Governance, Proxy Battles, 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 solicitors. Canada has witnessed both U.S. and domestic players becoming increasingly involved in activist campaigns … Continue reading

TSX Mandates Majority Voting for Election of Directors: What Issuers Need to Know

By Jacob Cawker (Toronto) on February 18, 2014 Posted in Compliance, Corporate Governance, Securities

On February 13, 2014, TSX announced amendments to the TSX Company Manual which mandate majority voting in uncontested elections of directors for TSX-listed issuers that are not majority controlled. The purpose of these amendments, as stated by the TSX, is to improve corporate governance standards in Canada by providing a meaningful way for security holders … Continue reading