Topic: Securities

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Putting the “green” in green investing

Photo of Brandon SchuppBy Brandon Schupp on Posted in Corporate Governance, Securities, Shareholder Activism
The past several years have seen “green investing” rise to prominence. In 2020, environmental, social and governance (ESG) funds captured $51.1 billion of net new capital from investors, a fifth consecutive annual record. At the same time, companies are facing growing scrutiny of their environmental practices from institutional shareholders and activists. While these trends indicate … Continue reading

ESG & Shareholder Activism: Ready or Not, Here it Comes

Photo of Katherine MacPhail (Calgary)By Katherine MacPhail (Calgary) on Posted in Corporate Governance, Securities, Shareholder Activism
“ESG” stands for Environmental, Social and Governance and describes a handful of criteria used by both issuers and investors to focus on a corporation’s impact and activity regarding topics like environmental protection, climate change, support for the local and global community, diversity in hiring and advancement, and employee compensation. This investment methodology, once considered novel, … Continue reading

Social Media and the Retail Investor: A Regulator’s Dilemma

Photo of Kassem DahroujBy Kassem Dahrouj on Posted in Securities, Shareholder Activism
With the growing accessibility of “do-it-yourself” investment technology, it should come as no surprise that retail investing has been on the rise. In fact, the Ontario Securities Commission (OSC) recently published a study (the Study) which reveals that there has been a sharp increase in retail investing since 2015, and especially since the onset of … Continue reading

A Recap of the OSC Decision on the Minimum Tender Requirement under the New Canadian Takeover Bid Regime

Photo of Ivona ZegreanBy Ivona Zegrean on Posted in Corporate Governance, Securities, Shareholder Activism
On February 23, 2021, the Ontario Securities Commission (OSC) released its reasons in ESW Capital, LLC, 2021 ONSEC 7 (the ESW Decision), in which the OSC considered the availability of an exemption from the minimum tender requirement for takeover bids. The ESW Decision dismissed the proposed bidder’s application for exemptive relief, but provided important clarifications … Continue reading

Climate Change and the Need for Sound Corporate Governance

Photo of Adamo FucileBy Adamo Fucile on Posted in Securities, Shareholder Activism
The United Nations’ Intergovernmental Panel on Climate Change recently released a troubling report, highlighting the irreversible consequences of climate change on humanity. This study is simply adding to the pressures set forth by governments and other entities such as the Task Force on Climate Change-Related Financial Disclosure (TFCD) and BlackRock to hold corporations more responsible … Continue reading

SPACtivism: A New Trend Looming in Shareholder Activism

Photo of Brandon SchuppPhoto of Nader Hasan (Toronto)By Brandon Schupp and Nader Hasan (Toronto) on Posted in Proxy Battles, Securities, Shareholder Activism
The past 18 months have seen a number of developments in North American capital markets, with trends such as the rise of meme stocks and the self-proclaimed retail investor revolution dominating many headlines. Another interesting, if less novel, trend that emerged in 2020 was a resurgence of special purpose acquisition corporations (“SPACs”). In 2020, more … Continue reading

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

Photo of Scott Boucher (Vancouver)By Scott Boucher (Vancouver) on 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

Dialing In: Adapting to Virtual Shareholder Meetings

By The Special Situations Team on Posted in Corporate Governance, Securities
The Shift to a Virtual World The COVID-19 pandemic has altered and changed many familiar corporate operational and governance practices and norms, including how issuers host their annual general meetings (AGMs). Broadridge Financial Solutions reported hosting 300 virtual meetings in 2019 and approximately 1500 virtual meetings this year thus far. In place of in-person only … Continue reading

Share Buybacks & Executive Compensation: Aligning Management’s Incentives

By Joe Bricker on Posted in Corporate Finance, Corporate Governance, Securities
As we previously discussed, the use of share buybacks has accelerated in recent years, both in Canada and the United States. This has sparked anxious debate over the extent to which buybacks can form part of an effective long-term growth strategy. Particularly in the United States—where buybacks hit a record of more than $1 trillion USD … 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

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

Photo of Ted BrookBy Ted Brook on 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

Kingsdale Releases 2018 Proxy Season Review

Photo of 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

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

Photo of 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

Activist Shareholders Trading on the Blockchain: Is the Prized Secrecy Compromised?

By Hugo Margoc (Toronto) on Posted in Corporate Governance, Securities, Shareholder Activism
Background: Registered Shareholders and Beneficial Shareholders While a registered shareholder holds its shares directly with a company and can be contacted through its transfer agent, a beneficial shareholder does not have the shares registered in its name. Instead, a securities depository is the registered shareholder. There are two types of beneficial shareholders, a Non-Objecting Beneficial … Continue reading

Trends in Environmental Social Governance

By The Special Situations Team on Posted in Corporate Governance, Securities
Corporations are facing increasing pressure to offer more transparency and disclosure with respect to their governance practices that promote environmental and social sustainability. This year’s trends in Environment Social Governance (ESG) in the context of Canadian corporate governance indicate that more and more corporations are including ESG as part of their core mandates and that … Continue reading

Proxy access: wrong for Canadian companies, wrong for Canada

By Joe Bricker on Posted in Proxy Access, Securities
In our latest memo, members of Norton Rose Fulbright’s Canadian Special Situations team weigh in on proxy access. The memo is written by Walied Soliman and Orestes Pasparakis, Partners and Co-Chairs of our Canadian Special Situations team, and Joe Bricker, Associate. The memo is reproduced below: Recently, two prominent Canadian companies became the first major … Continue reading

Environmental, social and governance (ESG) practices are paving their way into the mainstream

By Peter Charbonneau (Toronto) on Posted in Corporate Governance, Securities
As discussed in our earlier blog post, the Kingsdale Advisors’ (Kingsdale) annual Proxy Season Review for 2017 identified ESG trends as one of several issues on the horizon for public companies. Kingsdale noted that heightened scrutiny from investors could translate into a demand for enhanced disclosure on the part of issuers. The three factors that … Continue reading

Regulators weigh in on ICOs

By Peter Charbonneau (Toronto) on Posted in Securities
Issuers contemplating initial coin offerings (ICOs) would be wise to consider the recent decision of impak Finance Inc. (Impak) by the Autorité des marchés financiers’ and the Ontario Securities Commission.  Background and Decision Impak launched an ICO for impak Coin (MPK Tokens), which Impak describes as a cryptocurrency with a social purpose. The proceeds of … Continue reading

Making your vote count II: CSA finalizes proxy voting protocols

Photo of Walied SolimanPhoto of Andrea BrewerPhoto of Nader Hasan (Toronto)By Walied Soliman, Andrea Brewer and Nader Hasan (Toronto) on Posted in Corporate Governance, Securities
The Canadian Securities Administrators (CSA) have recently released finalized guidance and protocols for meeting vote reconciliation under CSA Staff-Notice 54-305 Meeting Vote Reconciliation Protocols (the Protocols) which are implemented on a voluntary basis. The Protocols mark the latest step in a systemic review that began in 2013 to bring greater transparency and simplicity in vote … Continue reading

Re Hemostemix Inc: Alberta Securities Commission upholds decision of TSXV in contested private placement

Photo of Trevor ZeylBy Trevor Zeyl on Posted in Securities, Shareholder Activism
Following recent amendments to Canada’s takeover bid rules, private placements in the face of hostile bids have become newly controversial. Private placements in the context of proxy contests have received less attention. Yet this is somewhat surprising, because they are another facet of the same underlying question: whether regulators should allow a financing that may … Continue reading

Universal proxies: SEC proposal moving forward

Photo of Walied SolimanPhoto of Andrea BrewerPhoto of Nader Hasan (Toronto)By Walied Soliman, Andrea Brewer and Nader Hasan (Toronto) on Posted in Securities
In a move that may encourage shareholder activism and increase the potential for proxy contests, the Securities and Exchange Commission (SEC) has voted to propose amendments to the U.S. federal proxy rules (the Proposed Rules). As discussed in a previous post, the Proposed Rules will require parties in all “non-exempt” solicitations in a contested director … Continue reading

Evolving tactical defenses by target issuers: Private placements in response to a hostile bid

Photo of Andrea BrewerPhoto of Kassy Corothers (Calgary)By Andrea Brewer and Kassy Corothers (Calgary) on Posted in Securities
The Ontario and British Columbia Securities Commissions (the Commissions) issued orders on July 22, 2016 allowing junior B.C.-based miner, Dolly Varden Silver Corp. (Dolly Varden), the target of a hostile takeover bid from Idaho-based Hecla Mining Co. (Hecla), to proceed with a proposed private placement, which was announced shortly after Hecla launched its hostile bid. … Continue reading
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