Topic: Shareholder Activism

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ISS releases 2018 Americas Proxy Voting Guidelines Updates

Joe BrickerBy Joe Bricker on Posted in Compliance, Corporate Governance, Shareholder Activism
On November 16, 2017, Institutional Shareholder Services (ISS) released its 2018 Americas Proxy Voting Guidelines Updates (the Updates). These updates implement changes in a number of areas, with the most significant being a gender diversity policy and new criteria for determining when a director is “overboarded”. Except where indicated below, the changes are effective for … Continue reading

Activists knocking on the door

Trevor ZeylBy Trevor Zeyl on Posted in Shareholder Activism
The Canadian Real Estate sector may be in for a shake-up. Reuters recently reported (here) that activists may be eyeing real estate investment trusts (REITs), and their approximate combined C$67 billion in market capitalization, as ripe targets for activist campaigns in light of: attractive prices, vulnerability in the market based on uncertainty surrounding the effects … Continue reading

Trends and predictions in Canadian proxy contests

Joe BrickerBy Joe Bricker on Posted in Corporate Governance, Shareholder Activism
Kingsdale Advisors (Kingsdale) recently released its annual Proxy Season Review for 2017. The report examines trends observed in 2017 and provides analysis on what the future may hold for Canadian proxy contests. The report also outlines strategic recommendations for Canadian companies. Looking back – trends from 2017 Shareholder activism: alive and well. Kingsdale reports that … Continue reading

Defamation lawsuits as a defence to shareholder activism

Michael Viner (Toronto)By Michael Viner (Toronto) on Posted in Litigation, Proxy Battles, Shareholder Activism
Activist investors engaged in proxy fights typically mount aggressive public relations campaigns in order to undermine shareholder confidence in a target company’s performance and leadership, whether through social media, online forums or by using the more traditional PR channels. In response, target companies have turned to a number of defensive measures, many of which have … Continue reading

Investors heating up the conversation on climate change

Lucy Liu (Toronto)By Lucy Liu (Toronto) on Posted in Corporate Governance, Shareholder Activism
Shareholders are placing increased value on non-financial factors when making investment decisions. Some of these factors are environmental and social issues. In particular, shareholder proposals on climate change have recently gained some traction. In 2016, a record breaking number of climate change resolutions were filed. This shift in focus is attributed to the 2015 Paris … Continue reading

Social media: shareholder activism in 140 characters or less

Nader Hasan (Toronto)By Nader Hasan (Toronto) on Posted in Shareholder Activism
Social media has changed how we live. We have access to extensive information and global connections at our finger tips.  Given its already well-established presence in our personal lives, it comes as no surprise that social media has become a popular platform for campaigning activists.  In fact, 2017 marks one decade since an individual shareholder … Continue reading

Trends and strategies for companies involved in M&A transactions

Sam Zadeh (Toronto)By Sam Zadeh (Toronto) on Posted in M&A, Proxy Battles, Shareholder Activism
In a report entitled “M&A Activism: A Special Report”[1] (the Report), the editor-in-chief of Activist Insight describes the types of companies most at risk of being targeted by shareholder demands, providing steps that can be taken to increase the resilience of M&A transactions. The Report identifies a number of trends and findings, as summarized below: … Continue reading

Fasten your seatbelts: preparing for the globalization of hedge fund activists

Matthew Lau (Toronto)By Matthew Lau (Toronto) on Posted in Proxy Battles, Shareholder Activism
Activist hedge funds have grown up and gone global, reinforcing the need for companies of all shapes and sizes to plan ahead for the possibility of an attack. A recent article by Martin Lipton in the Harvard Law School Forum of Corporate Governance and Financial Regulation reviews recent developments in the activist landscape and reconfirms … Continue reading

The drivers and consequences of settlement agreements in proxy fights

Michael Viner (Toronto)By Michael Viner (Toronto) on Posted in Proxy Battles, Shareholder Activism
Activist interventions are being increasingly resolved by way of settlement agreements, with 3% of activist interventions in 2000 having resulted in a settlement agreement versus 16% in 2011.[1] In light of this emerging trend, the Columbia Business School recently published a paper, Dancing with Activists, in which the authors sought to provide the first systematic … Continue reading

The CCGG’s stewardship principles

Michael Viner (Toronto)By Michael Viner (Toronto) on Posted in Corporate Governance, Shareholder Activism
Last month, the Canadian Coalition for Good Governance (CCGG) published its new Stewardship Principles paper designed to assist institutional investors fulfil their responsibilities to their beneficiaries or clients and enhance the value of their investments. The principles reflect what the CCGG believes are appropriate stewardship responsibilities for institutions investing in Canadian public equities and are … Continue reading

Members of Special Situations team weigh in on Canadian activism in Ethical Boardroom Magazine

Trevor ZeylBy Trevor Zeyl on Posted in Shareholder Activism
Members of Norton Rose Fulbright’s Canadian Special Situations team have weighed in on shareholder activism in Canada with an article in the Spring Edition of Ethical Boardroom Magazine. The article, written by Trevor Zeyl (assisted by Joe Bricker), offers insights on shareholder activism in Canada in the past year, and some predictions for 2017 and … Continue reading

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

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

Institutional investors managing US $17 trillion announce new corporate governance framework

Trevor ZeylBy Trevor Zeyl on Posted in Corporate Governance, Shareholder Activism
In a move likely to have significant impacts on corporate governance, a group of institutional investors managing upwards of US $17 trillion has announced the formation of the Investor Stewardship Group (the Group). The Group has adopted a framework of certain non-binding investor-friendly principles, many of which are either common or already legally recognized in … Continue reading

An age of shareholder empowerment

Jenny YooBy Jenny Yoo on Posted in Corporate Governance, Shareholder Activism
In a corporate directors survey (the Survey) entitled “The swinging pendulum: Board governance in the age of shareholder empowerment”, PricewaterhouseCoopers LLP (PwC) presents current trends in investor influence and their impact on governance practices of boards and management teams. Conducted amongst 884 company directors in the summer of 2016 with respondents representing over 24 industries, … Continue reading

Tactical defenses by targets: OSC and BCSC defer to target board decision to implement private placement in face of hostile bid

Andrea BrewerKassy Corothers (Calgary)By Andrea Brewer and Kassy Corothers (Calgary) on Posted in Shareholder Activism
Further to our post on the Dolly Varden Silver Corp. (Dolly Varden) and Hecla Mining Co. (Hecla) decision, the Ontario and British Columbia Securities Commissions (the Commissions) recently released their reasons for their decision in July, 2016 (the Reasons) allowing Dolly Varden to proceed with a proposed private placement announced shortly after Hecla launched a … Continue reading

Placeholder board nominees: A new tactic in the activist tool-kit?

Andrea BrewerBy Andrea Brewer on Posted in Shareholder Activism
In response to the threat of a shareholder ambush of director nominations at a shareholder meeting, many Canadian companies have adopted advance notice provisions (ANPs). ANPs require that shareholders inform a company by a certain deadline if they wish to nominate directors to the board. For annual shareholder meetings, this deadline is typically no less … Continue reading

Trends and predictions in Canadian proxy contests

Matthew Lau (Toronto)By Matthew Lau (Toronto) on Posted in Shareholder Activism
Kingsdale Shareholder Services (Kingsdale) recently released its annual Proxy Season Review. As in previous years, the report discusses trends observed in 2016 and offers predictions of what we might see looking forward. The report also outlines strategic recommendations for Canadian companies. Trends from 2016 Contested Activity “Back to Earth”: After a record setting year in … Continue reading

Federal government proposes changes to corporate law: What it means for corporate governance and shareholder activism

Walied SolimanAndrea BrewerBy Walied Soliman and Andrea Brewer on Posted in Corporate Governance, Shareholder Activism
On September 28, 2016, Canada’s federal government introduced a bill proposing amendments (the Amendments) to the Canada Business Corporations Act (the CBCA), among other acts. The Amendments include new requirements for electing directors, mandatory diversity disclosure, and changes to shareholder communications. These proposed changes, if enacted, will have significant effects on corporate governance and shareholder … Continue reading

Norton Rose Fulbright’s Canadian Special Situations Team ranks in the top 10 of global legal advisors for shareholder activist campaigns

Trevor ZeylBy Trevor Zeyl on Posted in Shareholder Activism
Global law firm Norton Rose Fulbright’s Canadian Special Situations Team has ranked in the top 10 of global legal advisors advising both companies and activists in shareholder activist campaigns and is the only Canadian firm to be represented on the global ranking. The Special Situations Team also advised on the only Canadian campaign to rank … Continue reading

Emerging trends: Activist shareholder bans

Saeed Teebi (Toronto)By Saeed Teebi (Toronto) on Posted in Corporate Governance, Shareholder Activism
As a result of the rising tide of shareholder activism in Canada, a number of defensive tactics have been developed by corporate management. The newest innovation in management’s arsenal is the activist investor ban—an agreement between an issuer and a purchaser that restricts the purchaser from transferring its shares to activist investors. Activist investor bans … Continue reading

Beyond Governance – A Canadian perspective on pre-empting activism through shareholder value creation

Todd MelchiorBy Todd Melchior on Posted in Shareholder Activism
In collaboration with The Boston Consulting Group and RBC Capital Markets, our Canadian Special Situations Team has released a paper offering a fresh perspective on defensive strategies addressing the spectre of shareholder activism. The paper argues that in developing a sound defense, good governance practices are vital, but should not be relied upon as a … Continue reading

Multiple activist campaigns on the rise as activists outnumber target companies

Kristine SpenceBy Kristine Spence on Posted in Corporate Governance, Proxy Battles, Shareholder Activism
A corollary to the trend of rising shareholder activism is the increasing frequency with which target companies are facing multiple activist campaigns. Companies that have successfully defended activist campaigns in the past are not free to rest on their laurels – if the same issues persist, future attacks may be on the horizon. The Wall … Continue reading
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