Topic: Litigation

Unitholder Democracy Prevails in a “Good Hard Look” at Board Decision Making

By Mark Laschuk, Brayden Anstee and Stephen Taylor on December 4, 2023 Posted in Litigation, Shareholder Activism

Sandpiper Real Estate Fund 4 Limited Partnership v. First Capital Real Estate Investment Trust, 2023 ONSC 794 On February 1, 2023, our Special Situations team successfully obtained an order from the Ontario Superior Court of Justice (Commercial List) requiring that First Capital Real Estate Investment Trust (First Capital) accelerate the holding of a requisitioned special … Continue reading

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

By Scott Boucher (Vancouver) on January 8, 2021 Posted in Corporate Finance, Litigation, Securities

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

When defamation in hostile proceedings leads to serious consequences

By Nader Hasan (Toronto) on April 11, 2019 Posted in Litigation, Proxy Battles, Shareholder Activism, Uncategorized

It will come as no surprise to those who have participated in a proxy fight to learn that these disputes can be heated affairs. Parties to a fight will routinely seek to discredit the other side to bolster their own narrative or otherwise gain a strategic advantage. In such an atmosphere, it can be difficult … Continue reading

The Digital Dilemma: Cybersecurity and Boardroom Best Practices in the Technological Age

By Ted Brook on November 5, 2018 Posted in Corporate Governance, Litigation, Securities, Uncategorized

Earlier this year, Commissioner Robert Jackson Jr. of the US Securities and Exchange Commission declared that cybersecurity is “the most pressing issue in corporate governance today.” Indeed, widespread digitization has fundamentally transformed the way that people do business, ushering in new heights of efficiency and connectivity. It has also created significant risk management issues for … Continue reading

Defamation lawsuits as a defence to shareholder activism

By Michael Viner (Toronto) on September 18, 2017 Posted in Litigation, Proxy Battles, Shareholder Activism

Activist investors engaged in proxy fights typically mount aggressive public relations campaigns in order to undermine shareholder confidence in a target company’s performance and leadership, whether through social media, online forums or by using the more traditional PR channels. In response, target companies have turned to a number of defensive measures, many of which have … Continue reading

Alberta Securities Commission declines to exercise public interest jurisdiction to terminate soliciting dealer arrangement in proxy fight

By Linda Fuerst and The Special Situations Team on August 8, 2017 Posted in Litigation, Proxy Battles

In its recent PointNorth Capital Inc. decision, the Alberta Securities Commission (ASC) was called upon to consider the appropriateness of a soliciting dealer arrangement that had been entered into by the issuer, Liquor Stores N.A. Ltd., in the context of a proxy fight. The arrangement was intended to address management’s constrained ability to solicit proxies … Continue reading

Demonstrated impropriety, not mere speculation, required to warrant appointment of independent chair: Ontario court

By Dana Carson on February 19, 2015 Posted in Litigation, Proxy Battles

The Ontario Superior Court of Justice (Commercial List) recently confirmed that “demonstrated impropriety” is required to warrant court intervention in the appointment of an independent chair of a shareholders’ meeting in a proxy contest. In Meson Capital Partners, LLC v Aberdeen International Inc. (Aberdeen),[1] Norton Rose Fulbright Canada’s Special Situations Team successfully represented the Special … 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

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

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

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

Ontario Court Sheds New Light on Advance Notice Bylaws

By Saeed Teebi (Toronto) on July 7, 2014 Posted in Corporate Governance, Litigation, Proxy Battles, Shareholder Activism

In its recent decision in Orange Capital, LLC v Partners Real Estate Investment Trust, 2014 ONSC 3793, the Ontario Superior Court has offered new guidance on the interpretation of advance notice provisions used in the context of a proxy contest. The decision is another victory for Norton Rose Fulbright’s Special Situations team, which represented Orange … 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

Proactive Business Judgment in Proxy Contests

By Guy White on April 23, 2014 Posted in Corporate Governance, Litigation, Proxy Battles, Shareholder Activism

In a contest for shareholder support, control of the narrative is crucial, and the difference in perception between a board acting decisively to protect shareholders’ investments, and a board willing to do or say anything to hold onto control, can be one of timing. A board that acts proactively, supported by expert advice and a … 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

Strategies for protecting companies in proxy contests

By The Special Situations Team on January 22, 2014 Posted in Corporate Governance, Litigation, Shareholder Activism

A recent trio of hotly contested proxy fights involving Norton Rose Fulbright’s Special Situations Team helped further clarify and define the rights of a board of directors to determine the timing of a shareholders’ meeting. Bioniche Life Sciences Inc. With the July 18, 2013, decision of Justice Brown of the Ontario Superior Court in Wells v … Continue reading