Topic: Proxy Battles

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ISS includes Economic Value Added in its Compensation Reports

Denise Gan (Toronto)By Denise Gan (Toronto) on Posted in Compliance, Corporate Governance, Proxy Battles, Shareholder Activism
Institutional Shareholder Services (ISS) announced earlier this year that, in its 2019 proxy research reports, it will be displaying financial ratios derived from a base measure called Economic Value Added (EVA). The EVA ratios will initially be used for informational purposes only, meaning they will not factor in to say-on-pay voting recommendations or evaluations of … Continue reading

A UK dispute sheds light on the duties of a dissident director

Nader Hasan (Toronto)By Nader Hasan (Toronto) on Posted in Proxy Battles, Shareholder Activism
A recent decision of the UK’s High Court — Stobart v Tinkler [2019] EWHC 258 (Comm) — has been released following a dispute between directors of a large infrastructure company (the “Company”). The decision, and the circumstances preceding it, serve as a cautionary tale about the duties of a dissident director and of board members … Continue reading

Shareholder Activism Reaches Record Levels

Monica Wong (Toronto)By Monica Wong (Toronto) on Posted in Corporate Governance, Proxy Battles, Shareholder Activism
Activist Insight recently published the sixth edition of its annual report, entitled “The Activist Investing Annual Review 2019” (the “Review”). The Review analyzes recent global shareholder activism trends, forecasts expected developments in 2019, and highlights and compares jurisdictional data. Oh, Canada: Increased Canadian Activism As the Review outlines, 2018 was a notable year in Canada … Continue reading

When defamation in hostile proceedings leads to serious consequences

Nader Hasan (Toronto)By Nader Hasan (Toronto) on 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

Lesson Learned: An Examination of Trends in Shareholder Proposals

Peter Valente (Toronto)By Peter Valente (Toronto) on Posted in Proxy Access, Proxy Battles, Shareholder Activism
Shareholder proposals are often viewed as an essential tool for maintaining corporate accountability, but what role do they play in shaping corporate governance? ISS Analytics recently published a study  (the Study) that reviewed the impact of shareholder proposals on corporate governance practices among U.S. companies since 2000. The Study offers helpful insights into shifting trends … Continue reading

Webinar – Corporate governance, shareholder activism, and hostile M&A: Key developments in 2018 and a look ahead

By Joe Bricker on Posted in Corporate Governance, M&A, Proxy Access, Proxy Battles, Securities, Shareholder Activism, Short selling, Uncategorized
Walied Soliman and Orestes Pasparakis, co-chairs of Norton Rose Fulbright’s Canadian Special Situations team, will host a 60-minute webinar on corporate governance, shareholder activism, and hostile M&A on Tuesday, February 12, 2019 at 12 p.m. EST. To sign up, please click here. Our Special Situations team played a leading role in some of the most … Continue reading

Kingsdale Releases 2018 Proxy Season Review

Peter Valente (Toronto)By Peter Valente (Toronto) on Posted in Proxy Battles, Securities, Shareholder Activism, Uncategorized
Kingsdale Advisors has released its annual Proxy Season Review for 2018. The Review examines trends observed in 2018, predicts issues on the horizon, and provides advice to both issuers and activists in the marketplace. In what follows, we pick out just a few of the important trends that emerge from Kingsdale’s analysis. The complete report … Continue reading

Activist Insight Monthly features interview with Co-Chairs of Canadian Special Situations team

By Joe Bricker on Posted in M&A, Proxy Battles, Shareholder Activism, Short selling
This month’s edition of Activist Insight Monthly, which focuses on Canada, features an in-depth interview with Walied Soliman and Orestes Pasparakis, Co-Chairs of Norton Rose Fulbright’s Canadian Special Situations team. The interview focuses on recent trends our team is seeing in the Canadian marketplace, including activist short selling, settlements, and the continued rise of “nice” activists. The … Continue reading

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

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

OSC Statement of Priorities

By Danny Urquhart on Posted in Corporate Governance, Proxy Battles, Shareholder Activism
On July 5, 2018, the Ontario Securities Commission (“OSC”) released its annual Statement of Priorities (the “Statement”) for the financial year to end March 31, 2019. The Statement outlines the most pressing issues that the OSC hopes to address in connection with the administration of the Securities Act, regulations and rules. While investor protection is … Continue reading

Fee-Shifting By-Laws in Canadian Shareholder Litigation

By Michael Viner (Toronto) on Posted in Corporate Governance, Proxy Battles, Shareholder Activism
A fee-shifting by-law in the shareholder litigation context, “obligate[s] the plaintiff-shareholder to reimburse the corporation’s expenses (including attorneys’ fees and other costs) when the plaintiff [is] unsuccessful in litigation.” Shareholder litigation in the United States operates under the “American Rule” which provides that each party is responsible for their own attorney’s fees. Unlike South of … Continue reading

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

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

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

Glass Lewis’ 2018 Canada Policy Guidelines on Proxy Advice

Victoria Riley (Toronto)By Victoria Riley (Toronto) on Posted in Corporate Governance, Proxy Access, Proxy Battles, Shareholder Activism
Glass, Lewis & Co., LLC (Glass Lewis), a leading governance and proxy voting firm, has recently released its 2018 Policy Guidelines for Proxy Advice in Canada.  The following are three of its key changes from the 2017 Policy Guidelines: Board Gender Diversity In the new year, Glass Lewis will not make voting recommendations solely on the … Continue reading

Shareholder activism leads to higher rate of CEO turnover – win or lose

Matthew Lau (Toronto)By Matthew Lau (Toronto) on Posted in Proxy Battles, Shareholder Activism
Shareholder activism is now a global phenomenon. Activists commonly seek to shake up the board of a target company in hopes of instilling change and increasing shareholder value. The impact on target companies can be both disruptive and enduring – often resulting in turnover among top management and in particular chief executive officers (CEOs). A … Continue reading

Defamation lawsuits as a defence to shareholder activism

By Michael Viner (Toronto) on 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

Linda FuerstJacob WilsonBy Linda Fuerst and Jacob Wilson on 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

Trends and strategies for companies involved in M&A transactions

Sam Zadeh (Toronto)By Sam Zadeh (Toronto) on Posted in M&A, Proxy Battles, Shareholder Activism
In a report entitled “M&A Activism: A Special Report”[1] (the Report), the editor-in-chief of Activist Insight describes the types of companies most at risk of being targeted by shareholder demands, providing steps that can be taken to increase the resilience of M&A transactions. The Report identifies a number of trends and findings, as summarized below: … Continue reading

Fasten your seatbelts: preparing for the globalization of hedge fund activists

Matthew Lau (Toronto)By Matthew Lau (Toronto) on Posted in Proxy Battles, Shareholder Activism
Activist hedge funds have grown up and gone global, reinforcing the need for companies of all shapes and sizes to plan ahead for the possibility of an attack. A recent article by Martin Lipton in the Harvard Law School Forum of Corporate Governance and Financial Regulation reviews recent developments in the activist landscape and reconfirms … Continue reading

The drivers and consequences of settlement agreements in proxy fights

By Michael Viner (Toronto) on Posted in Proxy Battles, Shareholder Activism
Activist interventions are being increasingly resolved by way of settlement agreements, with 3% of activist interventions in 2000 having resulted in a settlement agreement versus 16% in 2011.[1] In light of this emerging trend, the Columbia Business School recently published a paper, Dancing with Activists, in which the authors sought to provide the first systematic … Continue reading

The State of Proxy Access Reforms

Reuben ZaramianBy Reuben Zaramian on Posted in Corporate Governance, Proxy Battles
With the rise of shareholder activism led by what some refer to as “constructivists”, “reluctavists” or “suggestivists” (and, yet others, those who commit “extortion”), shareholders have become increasingly distrustful of leaving matters of corporate governance to management and boards. One tool that investors can rely on is exercising rights pursuant to a proxy access by-law, … Continue reading

Multiple activist campaigns on the rise as activists outnumber target companies

Kristine SpenceBy Kristine Spence on Posted in Corporate Governance, Proxy Battles, Shareholder Activism
A corollary to the trend of rising shareholder activism is the increasing frequency with which target companies are facing multiple activist campaigns. Companies that have successfully defended activist campaigns in the past are not free to rest on their laurels – if the same issues persist, future attacks may be on the horizon. The Wall … Continue reading
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