Topic: Proxy Battles

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Canada and France: Will legislative changes reduce hostile bids?

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

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

Dana CarsonBy Dana Carson on 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

Institutional investors strongly support shareholder activism, according to new study

Saeed Teebi (Toronto)By Saeed Teebi (Toronto) on Posted in Corporate Governance, Proxy Battles, Shareholder Activism
Institutional investors represent perhaps the most important segment of shareholders that both management and dissidents must appeal to in the course of an activist campaign. A new study of institutional investors published by FTI Consulting, Inc. (the Study), a leading US-based corporate consultancy firm, reveals interesting findings about the attitudes of such investors toward shareholder … Continue reading

US Chamber of Commerce releases practice guidance for public companies dealing with proxy battles

Kristine SpenceBy Kristine Spence on Posted in Proxy Battles
The US Chamber of Commerce recently released a white paper authored by Harvey Pitt, former Chairman of the US Securities and Exchange Commission (SEC).  The white paper, “Public Company Initiatives in Response to the SEC Staff’s Guidance on Proxy Advisory Firms” (the Paper), provides public companies with suggested focus areas for dealing with proxy voting … Continue reading

Proxy solicitation: Not a matter of right in Alberta

Zahra AllidinaBy Zahra Allidina on 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

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

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

ISS Updates its Proxy Voting Guidelines for the 2015 Season

Saeed Teebi (Toronto)By Saeed Teebi (Toronto) on Posted in Compliance, Corporate Governance, Proxy Battles, Securities, Shareholder Activism
On November 6, 2014, Institutional Shareholder Services (ISS) released updates to its Canadian proxy voting guidelines for the 2015 proxy season.  The voting guidelines are effective for meetings held on or after February 1, 2015.  The following is a summary of the most significant changes. Director Elections Director Independence: ISS has made several changes to their … Continue reading

2014 Q3 Proxy Update

Todd MelchiorBy Todd Melchior on 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”

Jacob Cawker (Toronto)By Jacob Cawker (Toronto) on 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

Kassy Corothers (Calgary)By Kassy Corothers (Calgary) on 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?

Amanda FortunaBy Amanda Fortuna on 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

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

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

Jenny YooBy Jenny Yoo on 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

Trends and Predictions in Canadian Proxy Contests

Guy WhiteBy Guy White on 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

Jacob Cawker (Toronto)By Jacob Cawker (Toronto) on 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

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

The Rise of Policy Activists?

Orestes PasparakisBy Orestes Pasparakis on 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

Shareholder Activism in M&A: 2014 Trends

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

The Polarizing Effect of National Policy 25-201

Jason Giborski (Calgary)Zahra AllidinaBy Jason Giborski (Calgary) and Zahra Allidina on Posted in Compliance, Corporate Governance, Proxy Battles, Securities, Shareholder Activism
In our recent post on June 24, 2014, we reported that the Canadian Securities Administrator (CSA) published for comment proposed National Policy 25-201 Guidance for Proxy Advisory Firms (NP 25-201). At its core, the purpose of NP 25-201 is to set out non-prescriptive guidelines for proxy advising firms to address issues relating to conflicts of … Continue reading

Ontario Court Sheds New Light on Advance Notice Bylaws

Saeed Teebi (Toronto)By Saeed Teebi (Toronto) on 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

Can Activist Shareholders Spur Innovation in the Technology Sector?

Kate SwansonBy Kate Swanson on Posted in Corporate Governance, Proxy Battles, Securities, Shareholder Activism, Uncategorized
Activist shareholders have been accused of hindering innovation in companies they target. During a 2-3 year activist engagement in a company, activist shareholders focused on pursuing short-term goals may seek to cut costs in the target, maximize profits, then exit quickly, (possibly) with little care for the long-term prospects of the target company. In Hedge … Continue reading

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

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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