On January 4, 2024, the Court of Chancery of Delaware struck down the largest potential compensation plan in the history of public market – Elon Musk’s $55.8 billion compensation plan from Tesla. Can Musk override the Court’s decision with a
Shareholder Activism
2023 Activism Recap
The 2023 proxy season was marked by a number of notable developments in the activism landscape. After a downturn in shareholder activism throughout the COVID-19 pandemic, Canada experienced a resurgence in 2023 with a record number of activist campaigns. Activists…
B.C. Securities Commission sets high threshold for finding parties to be “acting jointly or in concert”
Recently, the B.C. Securities Commission (the Commission) clarified the interpretation of “acting jointly or in concert” in the context of a proxy fight, setting a high bar for a finding of a joint actor relationship.
Unitholder Democracy Prevails in a “Good Hard Look” at Board Decision Making
On February 1, 2023, our Special Situations team successfully obtained an order from the Ontario Superior Court of Justice (Commercial List) requiring that…
Canada’s new “modern slavery” legislation: impact on shareholder activism
Government institutions and businesses in Canada must soon comply with new legislation aimed at combatting forced labour and child labour or “modern slavery”. Bill S-211, an Act to enact the Fighting Against Forced Labour and Child Labour in Supply…
Putting the “green” in green investing
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…
ESG & Shareholder Activism: Ready or Not, Here it Comes
“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…
Social Media and the Retail Investor: A Regulator’s Dilemma
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…
A Recap of the OSC Decision on the Minimum Tender Requirement under the New Canadian Takeover Bid Regime
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…
Climate Change and the Need for Sound Corporate Governance
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…