Topic: Proxy Battles

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

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

Why Are Activist Investors Drawn to Canada?

Over the past decade, proxy contests have gone from a once rare phenomenon to a standard feature of the Canadian corporate world and as the number of contests have increased, so too have activists’ success rates. To some extent these trends have been driven by greater acceptance of activists’ efforts in the wider investment (and … Continue reading

Activist Pershing Square Teams Up With Valeant Pharmaceuticals To Target Allergan Inc.

Shareholder activism has been dubbed “the new M&A” in recognition of activists’ propensity to drive companies to pursue value-creating transactions.  Last month, Bill Ackman’s Pershing Square Capital Management took this trend to a new level when it teamed up with Quebec-based Valeant Pharmaceuticals International to orchestrate a hostile takeover bid for Botox manufacturer Allergan Inc. … Continue reading

Proactive Business Judgment in Proxy Contests

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

The Globalization of Shareholder Activism

The shareholder activist arena has traditionally been within the U.S. capital markets, where a history of public and high-profile activist campaigns has resulted in the establishment of well-known activist players and has led to the rise of proxy advisors and solicitors.  Canada has witnessed both U.S. and domestic players becoming increasingly involved in activist campaigns … Continue reading

Exercising Appraisal Rights – An Effective Tool for Canadian Activists?

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

Is Shareholder Activism Hurting Bondholders?

A recently released research report by Moody’s Investors Service examines the credit impacts of activist shareholder activity, arguing that shareholder initiatives do not always benefit bondholders. In fact, the report suggests that the means by which shareholders drive change in capitalization and strategy, including through share repurchases, increased dividends and divestitures of cash-generating assets, often … Continue reading

ISS pulls the “golden leash”, but has it gone too far?

The most publicized proxy battle of 2013, Agrium Inc.’s showdown with activist US hedge fund Jana Partners, introduced the concept of the “golden leash” to the Canadian proxy scene.  Jana nominated four independent directors to the board of Agrium, and offered to pay them, on top of their compensation as directors, a percentage of any … Continue reading

Welcome to Norton Rose Fulbright Canada’s Special Situations Law blog!

We are excited to announce the launch of the Special Situations Law blog, a space for our Special Situations team members to comment and deliver insight on the legal and business developments impacting shareholder activism in Canada and globally.  The blog will house a wealth of resources and perspectives on special situations law, including: incisive … Continue reading
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