Trevor Zeyl

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Holding up the deal: the threat of “bumpitrage” to M&A

Photo of Trevor ZeylBy Trevor Zeyl on Posted in Compliance, Shareholder Activism
Considering the robust global M&A markets of the last few years, it is unsurprising that activist investors have increasingly sought to leverage these transactions for their own gain. To that end, shareholder activists have developed a variety of M&A-related strategies. Most commonly, they either seek to catalyze transactions by pressuring companies into a merger or … Continue reading

Norton Rose Fulbright’s Canadian Special Situations Team ranks in the top 10 of global legal advisors for shareholder activist campaigns

Photo of Trevor ZeylBy Trevor Zeyl on Posted in Proxy Battles, Shareholder Activism
Global law firm Norton Rose Fulbright’s Canadian Special Situations Team has ranked in the top 10 of global legal advisors advising both companies and activists in shareholder activist campaigns and is the only Canadian firm to be represented on the global ranking. To view the Global Shareholder Activism Scorecard, please click here.… Continue reading

“The Great White Short?” Canada Is the World’s #3 Destination for Activist Short Selling

Photo of Trevor ZeylBy Trevor Zeyl on Posted in Corporate Governance, Proxy Battles, Securities, Shareholder Activism, Short selling
Recently, Activist Insight released a report on activist short selling. Activist short selling is when investors publicly bet on a stock going down in value. Among other interesting trends, the report shows that Canada ranks number 3 in the world for activist short campaigns. The data suggest that Canadian companies should be on high alert … Continue reading

Canadian Securities Administrators are seeking comments on soliciting dealer arrangements

Photo of Trevor ZeylBy Trevor Zeyl on Posted in Compliance, Corporate Governance, M&A, Proxy Battles, Shareholder Activism
The Canadian Securities Administrators (the “CSA”) have issued CSA Staff Notice 61-303 and Request for Comment – Soliciting Dealer Arrangements (the “Notice”) on the use of soliciting dealer arrangements. “Soliciting dealer arrangements” generally refer to agreements entered into between issuers and investment dealers under which the issuer agrees to pay to the dealers a fee … Continue reading

Activists knocking on the door

Photo of Trevor ZeylBy Trevor Zeyl on Posted in Shareholder Activism
The Canadian Real Estate sector may be in for a shake-up. Reuters recently reported (here) that activists may be eyeing real estate investment trusts (REITs), and their approximate combined C$67 billion in market capitalization, as ripe targets for activist campaigns in light of: attractive prices, vulnerability in the market based on uncertainty surrounding the effects … Continue reading

Members of Special Situations team weigh in on Canadian activism in Ethical Boardroom Magazine

Photo of Trevor ZeylBy Trevor Zeyl on Posted in Shareholder Activism
Members of Norton Rose Fulbright’s Canadian Special Situations team have weighed in on shareholder activism in Canada with an article in the Spring Edition of Ethical Boardroom Magazine. The article, written by Trevor Zeyl (assisted by Joe Bricker), offers insights on shareholder activism in Canada in the past year, and some predictions for 2017 and … Continue reading

Re Hemostemix Inc: Alberta Securities Commission upholds decision of TSXV in contested private placement

Photo of Trevor ZeylBy Trevor Zeyl on Posted in Securities, Shareholder Activism
Following recent amendments to Canada’s takeover bid rules, private placements in the face of hostile bids have become newly controversial. Private placements in the context of proxy contests have received less attention. Yet this is somewhat surprising, because they are another facet of the same underlying question: whether regulators should allow a financing that may … Continue reading

Institutional investors managing US $17 trillion announce new corporate governance framework

Photo of Trevor ZeylBy Trevor Zeyl on Posted in Corporate Governance, Shareholder Activism
In a move likely to have significant impacts on corporate governance, a group of institutional investors managing upwards of US $17 trillion has announced the formation of the Investor Stewardship Group (the Group). The Group has adopted a framework of certain non-binding investor-friendly principles, many of which are either common or already legally recognized in … Continue reading

Norton Rose Fulbright’s Canadian Special Situations Team ranks in the top 10 of global legal advisors for shareholder activist campaigns

Photo of Trevor ZeylBy Trevor Zeyl on Posted in Shareholder Activism
Global law firm Norton Rose Fulbright’s Canadian Special Situations Team has ranked in the top 10 of global legal advisors advising both companies and activists in shareholder activist campaigns and is the only Canadian firm to be represented on the global ranking. The Special Situations Team also advised on the only Canadian campaign to rank … Continue reading

Board diversity: the latest metrics and government measures

Photo of Trevor ZeylBy Trevor Zeyl on Posted in Corporate Governance
The diversity of boards has become a target of greater scrutiny. This scrutiny has come not only from activist investors seeking higher returns and better governance, but from governments and various interest groups outside the corporation. It has homed in on a variety of director characteristics, including length of tenure, age, gender, and visible minority … Continue reading

More proxy fights and bully M&A tactics to come for commodity issuers; CSA publishes amendments to the Canadian take-over bid regime

Photo of Walied SolimanPhoto of Orestes PasparakisPhoto of Trevor ZeylBy Walied Soliman, Orestes Pasparakis and Trevor Zeyl on Posted in Securities
Yesterday morning, the Canadian Securities Administrators (the CSA) published the long-awaited amendments to Canada’s take-over bid regime (the Amendments) under Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids. We believe that these Amendments may result in the increased use of proxy fights and bully M&A tactics by acquirors to effect acquisitions of commodity issuers. … Continue reading

Shareholder activism on the rise

Photo of Trevor ZeylBy Trevor Zeyl on Posted in Shareholder Activism
According to recent studies, the rate of successful shareholder activism is on the rise. While historically high when compared to the relative ownership percentage of those campaigning, new data from North America and Europe demonstrates a climbing success rate for activist campaigns. Studies that measure shareholder activism often organize their success-rate analysis by either a … Continue reading

Canada and France: Will legislative changes reduce hostile bids?

Photo of Trevor ZeylBy Trevor Zeyl on Posted in Proxy Battles
While the Canadian Securities Administrators’ (CSA) proposed changes to the hostile take-over bid regime have been discussed extensively in Canada, a series of similar legislative changes in France have received relatively little coverage. Although attained by different means, both changes point towards a potential shift in power from hostile bidders and activist shareholders to target … Continue reading

The CCGG makes a push for enhanced proxy access

Photo of Trevor ZeylBy Trevor Zeyl on Posted in Corporate Governance
The Canadian Coalition for Good Governance (CCGG) recently released its much anticipated policy paper on “proxy access”, a term which refers to shareholders’ conceptual right  to nominate directors and have those nominees placed on management’s ballot. The CCGG takes the position that this right, which is supplemental to a shareholders right to elect directors, “is … Continue reading

Proxy Advisory Guidance

Photo of Trevor ZeylBy Trevor Zeyl on Posted in Securities
On April 30, 2015, the Canadian Securities Administrators (CSA) adopted National Policy 25-201 Guidance for Proxy Advisory Firms (the Policy). The Policy provides non-prescriptive and non-exhaustive guidance on recommended practices and disclosure for proxy advisory firms. The guidance is intended to promote transparency in the processes leading to vote recommendations and the development of proxy … Continue reading

CSA publishes proposed amendments to the Canadian take-over bid regime

Photo of Walied SolimanPhoto of Orestes PasparakisPhoto of Trevor ZeylBy Walied Soliman, Orestes Pasparakis and Trevor Zeyl on Posted in M&A
On March 31, 2015, the Canadian Securities Administrators (the CSA) published proposed amendments to Canada’s take-over bid regime (the Proposed Amendments) under Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids, other related instruments and the Ontario Securities Act. The Proposed Amendments will be open for comment until June 29, 2015. There are three key … Continue reading

Decision-making and Institutional Investors: Prevalent Factors and Key Market Distinctions

Photo of Trevor ZeylBy Trevor Zeyl on Posted in Corporate Finance, Corporate Governance, Litigation, M&A, Restructuring, Securities, Shareholder Activism
According to the recently published Global Institutional Investors Insight survey, shareholder activism is on the rise. The survey, which canvassed over 500 institutional investor and sell-side research analysts from across North American, European and Asian markets, reports that more than three quarters (77%) of those surveyed believe that activism levels will increase in the coming … Continue reading

Corporate Governance 2014: Corporate Governance in Special Situations

Photo of Trevor ZeylBy Trevor Zeyl on Posted in Corporate Finance, Corporate Governance, Litigation, M&A, Proxy Battles, Restructuring, Securities, Shareholder Activism
Norton Rose Fulbright Canada LLP and Lexpert will again be co-hosting two full-day seminar sessions entitled “Corporate Governance 2014: Corporate Governance in Special Situations” on December 4th (Toronto) and December 8th  (Calgary). These seminars will include discussions on corporate governance developments in special situations, with specific focus on the trends, tools and defences used during … Continue reading

‘Wolf Packs’ and Other Recent Trends in Hedge Fund Activism

Photo of Trevor ZeylBy Trevor Zeyl on Posted in Corporate Finance, Corporate Governance, M&A, Proxy Battles, Securities, Shareholder Activism
The recent increase in hedge fund activism is “hyperbolic” and should be carefully assessed, according to two notable scholars, John C. Coffee Jr. (corporate law; Columbia) and Darius Palia (corporate finance; Rutgers), who have just published on comprehensive study on hedge fund activism entitled, “The Impact of Hedge Fund Activism: Evidence and Implications.” The authors … Continue reading

CSA Drops Early Warning Report Proposals

Photo of Trevor ZeylBy Trevor Zeyl on Posted in Corporate Finance, Corporate Governance, M&A, Proxy Battles, Securities, Shareholder Activism
The Canadian Securities Administrators (the CSA) provided an update today on its proposed amendments to the early warning system regime. Specifically, the CSA announced that it has determined that they will not proceed with: (a) the proposal to reduce the reporting threshold from 10% to 5%; and (b) the proposal to include “equity equivalent derivatives” … Continue reading

Shareholder Activism in 2014: Half Year Review

Photo of Trevor ZeylBy Trevor Zeyl on Posted in Corporate Finance, Corporate Governance, M&A, Proxy Battles, Securities, Shareholder Activism
Activist Insight recently released its half-year review.  Activist Insight, which provides market analysis and chronicles critical developments in activist investing, made the following observations regarding U.S. activist investing trends for the first half of 2014, including: While the US continued to dominate public instances of activism (with 127 campaigns initiated), a significant number were waged … Continue reading

Shareholder Activism in M&A: 2014 Trends

Photo of Trevor ZeylBy Trevor Zeyl on Posted in Corporate Finance, Corporate Governance, M&A, Proxy Battles, Restructuring, Shareholder Activism
Buoyed by an improved economic climate and unprecedented success in 2013, shareholder activists are expected to significantly influence the 2014 M&A landscape. As shareholder activism becomes more widespread, activists are becoming increasingly ambitious and creative in their approach. Last year saw a rise in the power and influence of activist hedge funds. In 2013, activist … Continue reading

Battles for Control of a Company: Practical Lessons from Wells v. Bioniche Life Sciences Inc.

Photo of Trevor ZeylBy Trevor Zeyl on Posted in Corporate Finance, Corporate Governance, Litigation, Proxy Battles, Securities, Shareholder Activism
In Wells v. Bioniche Life Sciences Inc., a group of dissident shareholders attempted to gain control of Bioniche Life Sciences Inc. (the “Company”) by requisitioning a shareholders’ meeting to replace the Company’s management. Bioniche’s Board of Directors resisted the Dissidents, and the parties eventually came before Justice D. M. Brown of the Ontario Superior Court … Continue reading
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