Topic: Corporate Finance

A Dive into the Surge of Cannabis-Related Securities Class Actions

After nearly two years since the recreational cannabis industry has been in operation, we are seeing a rise in securities class actions and regulatory activity relating to cannabis companies. Since legalization, the growth of the sector has been fast and furious. The initial excitement and high investor interest has been recently overshadowed by compliance breaches … Continue reading

The Buyback Bonanza Makes a Return

By The Special Situations Team on August 27, 2018 Posted in Corporate Finance, Securities, Shareholder Activism

Recently, there has been a trend among both Canadian and United States companies to buy back their shares in order to boost stock prices. In the past – most notably during the “Buyback Bonanza” of 2007 – this strategy has been employed by companies as a mechanism to decrease the amount of outstanding shares, thereby … Continue reading

TSX Adds New Website Disclosure Requirements

By Danny Urquhart on June 13, 2018 Posted in Compliance, Corporate Finance, Corporate Governance

In October 2017, the TSX published updates under section 473 of the TSX Company Manual placing additional disclosure obligation requirements on non-exempted TSX-listed issuers. These updates became effective on April 1, 2018. The TSX’s updates mandate that each TSX-listed issuer (other than Non-Corporate Issuers, Eligible Interlisted Issuers and Eligible International Interlisted Issuers (as such terms … Continue reading

Making Your Vote Count: New Developments on Proxy Voting in Canada

By Tracey Kernahan and Katherine Prusinkiewicz on April 8, 2016 Posted in Corporate Finance, Securities

The majority of shareholders in Canada hold their shares through a broker or other intermediary which in turn holds their shares with the Canadian Depository for Securities Limited (CDS). Most voting at shareholder meetings therefore occurs within a layered, complex and opaque proxy system. This leads to uncertainty as to whether all of the votes … Continue reading

Delaware North? The (potential) rise of appraisal litigation in Canada

By Alexander Schmitt (Toronto) on October 8, 2015 Posted in Corporate Finance

This blog post originally appeared in Norton Rose Fulbright’s M&A blog. Under Delaware law and most Canadian corporate statutes, a shareholder who votes against a fundamental transaction—such as a going-private transaction or a sale of all or substantially all of the corporation’s assets—is entitled to object to the consideration offered and in turn require payment of … Continue reading

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

By Trevor Zeyl on December 15, 2014 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

Proxy solicitation: Not a matter of right in Alberta

By The Special Situations Team on December 9, 2014 Posted in Corporate Finance, Corporate Governance, Proxy Battles, Securities, Shareholder Activism

The increasing prevalence of shareholder activism in Canada has significantly impacted issuers and investors alike in the Canadian capital markets. Consequently, an understanding of the Canadian regulatory landscape governing activist activities has become increasingly important for both sides of an activist struggle. A key element of this understanding is acknowledging that the regulatory landscape is … Continue reading

Corporate Governance 2014: Corporate Governance in Special Situations

By Trevor Zeyl on November 28, 2014 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

By Trevor Zeyl on November 20, 2014 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

2014 Q3 Proxy Update

By The Special Situations Team on October 30, 2014 Posted in Corporate Finance, Corporate Governance, Litigation, M&A, Proxy Battles, Restructuring, Securities, Shareholder Activism

The 2015 proxy season is fast approaching, PwC and Broadridge released a quarterly research report which reviews proxy related data from 4,113 shareholder meetings held between January 1 and June 30, 2014 and highlights several themes and trends that may inform how shareholders and companies will interact on four key issues: Director Elections: Director elections continue to attract widespread … Continue reading

Defensive Tools in Shareholder Activism: The “Voting Pill”

By The Special Situations Team 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

Enhanced Disclosure Requirements on Women in the Boardroom

By Kassy Corothers (Calgary) on October 20, 2014 Posted in Corporate Finance, Corporate Governance, Proxy Battles, Securities, Shareholder Activism

The securities regulators in 7 provinces and 2 territories announced on Wednesday, October 15, 2014, that the final version of the amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101) and Form 58-101F1 Corporate Governance Disclosure (Form 58-101F1) would include stringent requirements pertaining to female representation on boards and in executive officer positions. … Continue reading

Golden Leashes: Is Regulatory Intervention Warranted?

By Amanda Fortuna on October 17, 2014 Posted in Corporate Finance, Corporate Governance, Proxy Battles, Securities, Shareholder Activism

In the most recent volume of the Canadian Business Law Journal, Edward M. Iacobucci, Professor with the Faculty of Law at the University of Toronto, addresses certain arguments against dissident shareholders providing their director nominees with a future incentive if the target company’s share price increases following such nominee’s election to the board.1 These special … Continue reading

CSA Drops Early Warning Report Proposals

By Trevor Zeyl on October 10, 2014 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

Trends and Predictions in Canadian Proxy Contests

By Guy White on September 22, 2014 Posted in Corporate Finance, Corporate Governance, M&A, Proxy Battles, Securities, Shareholder Activism

Kingsdale Shareholder Services has released its 2014 Proxy Season Review. In its report, Kingsdale discusses trends observed in 2014, predictions for the future, and gives its key recommendations for companies in the Canadian marketplace. In reviewing 2014 and comparing it to the previous year, Kingsdale observes: By the numbers – the total number of proxy … Continue reading

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

By The Special Situations Team 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

Shareholder Activism in 2014: Half Year Review

By Trevor Zeyl on September 10, 2014 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

The Rise of Policy Activists?

By Orestes Pasparakis on September 3, 2014 Posted in Corporate Finance, Corporate Governance, Proxy Battles, Securities, Shareholder Activism, Uncategorized

In a recent twist on activist investing, People for the Ethical Treatment of Animals (PETA) purchased shares in SeaWorld in an effort to address conduct it considers animal cruelty. According to PETA, it bought “the smallest number of shares necessary” to give it “the right to attend and speak at annual meetings and to submit … Continue reading

Dual-Class Shares May Increase Value for Shareholders

By The Special Situations Team on August 18, 2014 Posted in Corporate Finance, Corporate Governance, Restructuring, Securities, Shareholder Activism

A significant issue regarding the corporate governance of public companies arises from questions regarding the optimal role of shareholders in navigating a company’s direction. The one share, one vote view of the world posits that shareholder democracy is best achieved when the division of control amongst shareholders holds true with the division of economic ownership. … Continue reading

Shareholder Activism in M&A: 2014 Trends

By Trevor Zeyl on August 11, 2014 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

Affirming Your Poison Pill To Keep It Alive

By Andrew McCoomb on July 23, 2014 Posted in Corporate Finance, Corporate Governance, Litigation, Securities, Shareholder Activism

On May 2, 2014, the British Columbia Securities Commission (the Commission) extended the life of the shareholder rights plan of Augusta Resource Corporation (Augusta) until July 15, 2014, provided that Hudbay Minerals Inc. (Hudbay) held its bid for Augusta shares open until July 16, 2014 and agreed to a ten-day extension in the event any … Continue reading

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

By Trevor Zeyl on June 3, 2014 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

Exercising Appraisal Rights – An Effective Tool for Canadian Activists?

By Amanda Fortuna on March 31, 2014 Posted in Corporate Finance, Corporate Governance, Litigation, Proxy Battles, Shareholder Activism

In the wake of Dole Food Co.’s $2.4 billion management buyout, the question of whether the exercise of shareholder appraisal rights is an effective tool in the Canadian shareholder activism scene emerges. In late 2013, management of Dole Foods offered to purchase the remaining 60% of shares not already owned by CEO and founder, David … Continue reading