Topic: Securities

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Affirming Your Poison Pill To Keep It Alive

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

Can Activist Shareholders Spur Innovation in the Technology Sector?

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.

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

Canadian Securities Administrators publish proposed guidance for proxy advisory firms

On April 24, 2014, the Canadian Securities Administrators (CSA) published for comment proposed National Policy 25 201 Guidance for Proxy Advisory Firms (the Proposed Policy). The Proposed Policy follows a public consultation by the CSA, which began in June 2012 with Consultation Paper 25-401 Potential Regulation of Proxy Advisory Firms. The consultation identified certain concerns … Continue reading

TSX Mandates Majority Voting for Election of Directors: What Issuers Need to Know

On February 13, 2014, TSX announced amendments to the TSX Company Manual which mandate majority voting in uncontested elections of directors for TSX-listed issuers that are not majority controlled.  The purpose of these amendments, as stated by the TSX, is to improve corporate governance standards in Canada by providing a meaningful way for security holders … Continue reading

What Canadian public companies need to know about the 2014 ISS Corporate Governance Policy Updates

On November 21, 2013, Institutional Shareholder Services Inc. (ISS) issued its 2014 Corporate Governance Policy Updates applicable to issuers holding their shareholder meetings on or after February 1, 2014. Updates for the Americas, EMEA and Asia-Pacific were released. For the first time, ISS has opened a consultation period (which expires on February 14, 2014) related … 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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