Jenny Yoo

An age of shareholder empowerment

By Jenny Yoo on January 16, 2017 Posted in Corporate Governance, Shareholder Activism

In a corporate directors survey (the Survey) entitled “The swinging pendulum: Board governance in the age of shareholder empowerment”, PricewaterhouseCoopers LLP (PwC) presents current trends in investor influence and their impact on governance practices of boards and management teams. Conducted amongst 884 company directors in the summer of 2016 with respondents representing over 24 industries, … Continue reading

Majority voting and board diversity trends

By Jenny Yoo on August 17, 2016 Posted in Corporate Governance

As recently highlighted in the Harvard Law School Forum on Corporate Governance and Financial Regulation, a report (the Report) by Institutional Shareholder Services (ISS) found that majority voting practices and annual board elections, along with increases in board diversity, are the new norm. The Report examined the public filings of Standard & Poor’s U.S. “Super … Continue reading

Top board priorities for 2016

By Jenny Yoo on January 7, 2016 Posted in Corporate Governance

With 2016 upon us, boards are likely to reflect on the organizational challenges they expect to face in the coming year, and to develop effective strategies to tackle these challenges. A recent EY publication anticipates that in developing these strategies, boards will focus their energies on addressing the following five critical challenges: 1. Board effectiveness, … Continue reading

Managing risk: A primary concern for effective boards

By Jenny Yoo on November 6, 2015 Posted in Corporate Governance

In today’s economic climate the role of a board of directors is as dynamic as it is demanding. Boards are now forced to take on expanded roles to better guide their organizations through uncertain economic times. In addition, directors are expected to be proactive in understanding and managing risk, and capitalizing on the opportunities they … Continue reading

The role of boards in M&A transactions

By Jenny Yoo on October 1, 2015 Posted in M&A

This blog post originally appeared in Norton Rose Fulbright’s M&A blog. In a recent article from the Harvard Law School Forum on Corporate Governance and Financial Regulation, Alexandra R. Lajoux, chief knowledge officer at the National Association of Corporate Directors, discusses the role of boards of directors in M&A deals. Emphasis is made on readiness and … Continue reading

Moving away from a mechanistic evaluation of board term limits

By Jenny Yoo on June 24, 2015 Posted in Corporate Governance, Uncategorized

Earlier this month, Robert Pozen, senior lecturer at Harvard Business School contended that a simple reliance on board term limits as an evaluation tool of corporate performance is based on “faulty logic”.[1] Concerns around extended tenure of directors typically include anxieties over compromised director independence and the development of a friendliness with management. According to … Continue reading

Remembering the legendary Kirk Kerkorian

By Jenny Yoo on June 17, 2015 Posted in Shareholder Activism

In yesterday’s Financial Post, Walied Soliman, a partner and co-chair of Norton Rose Fulbright’s Special Situations Team, reflected upon the contributions of Kirk Kerkorian, a pioneer of activist investment, stating that Kerkorian was “one of the originals who inspired many to create this asset class. We tip our hats to him.” The full Financial Post article can be … Continue reading

Forum selection by-law

By Jenny Yoo on May 14, 2015 Posted in Corporate Governance

On May 14, 2015, Walied Soliman and Orestes Pasparakis, co-chairs of Norton Rose Fulbright’s Special Situations Team, were joined by Cathy Singer and Ruth Wahl, Senior Partners at Norton Rose Fulbright, to host a webinar, “Important Corporate Governance Development: Forum Selection By-law”. As discussed during the webinar, proposed text for a forum selection by-law can be found here. A copy … Continue reading

Webinar: Important corporate governance development – Forum selection by-law

By Jenny Yoo on May 11, 2015 Posted in Corporate Governance

A new “Forum Selection By-law” was recently adopted and passed at the annual general meeting of a major public company in Canada. On May 14, 2015, Walied Soliman and Orestes Pasparakis, co-chairs of Norton Rose Fulbright’s Special Situations Team, will be joined by Cathy Singer and Ruth Wahl, Senior Partners at Norton Rose Fulbright, to discuss this exciting new development … Continue reading

2015 Trends and Insights: Activism in Canada

By Jenny Yoo on April 6, 2015 Posted in Uncategorized

In the latest issue of Ethical Boardroom, Walied Soliman and Orestes Pasparakis, co-chairs of Norton Rose Fulbright’s Special Situations Team, discuss activism in the Canadian corporate landscape and expectations for the 2015 proxy season in their article, “2015 Trends and Insights: Activism in Canada“. Click here to access the article (at pages 96-97). Stay connected with Special Situations … Continue reading

Shareholder activism: A year in review – Cutting-edge tactics in 2014 and a look ahead

By Jenny Yoo on January 27, 2015 Posted in Shareholder Activism

Walied Soliman and Orestes Pasparakis, co-chairs of Norton Rose Fulbright’s Special Situations Team, will be joined by Wes Hall, CEO, Kingsdale Shareholder Services Inc. to host our annual video webinar “Shareholder Activism: A Year in Review – Cutting-edge Tactics in 2014 and a Look Ahead” on Wednesday, February 4, 2015 from 12:00-1:00 pm EST. On … Continue reading

Glass Lewis Proxy Paper Guidelines: Updates for 2015

By Jenny Yoo on January 13, 2015 Posted in Corporate Governance

Yesterday, Glass, Lewis & Co., LLC (Glass Lewis) released a new version of its Proxy Paper Guidelines (the Guidelines) (updated as of December 30, 2014), previously released on November 5, 2014. Key changes in the 2015 Guidelines as compared to the 2014 Guidelines include: 1 Majority voting – Glass Lewis recommends that, for uncontrolled companies … Continue reading

Outlook in oil and gas: Increasing shareholder activism in 2015

By Jenny Yoo on January 6, 2015 Posted in Shareholder Activism

Industry professionals envision an increase in shareholder activism in light of falling prices and growing activist investor successes. Chad Brownstein, CEO of Rocky Mountain Resources, commented on CNBC’s “Closing Bell” that “[w]hat you’re going to see in the market in 2015 is an immense amount of activists turning their guns toward oil companies.” Brownstein noted … Continue reading

A Changing Climate for Proxy Advisory Firms: Developments in the US and Canada

By Jenny Yoo on September 30, 2014 Posted in Corporate Governance, Proxy Battles, Securities, Shareholder Activism, Uncategorized

The role of proxy advisory firms in the marketplace has been a focal point on both sides of the border as recent guidance by the US Securities and Exchange Commission (SEC) and the Canadian Securities Administrators (CSA) highlights the powerful influence of proxy advisory firms and need for increased accountability and transparency. In the US, … Continue reading