Topic: Shareholder Activism

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Preparing for activism in 2018: the activist investing annual review

By Joe Bricker on February 20, 2018 Posted in Shareholder Activism

Activist Insight recently published the fifth annual edition of The Activist Investing Annual Review (the Review). The Review analyzes global activist investing trends over the past few years, with an emphasis on 2017, forecasts developments expected in 2018, and breaks out key statistics by jurisdiction. The 2018 Forecast The Review identifies four big trends expected … Continue reading

Ignoring board gender diversity is no longer an option

By Michael Viner (Toronto) on January 10, 2018 Posted in Corporate Governance, Shareholder Activism

Discussions around board gender diversity are picking up steam in the lead up to the 2018 proxy season. Some of the leading proxy advisory firms, namely the Institutional Shareholder Services (ISS) and Glass Lewis & Co. LLC (Glass Lewis), appear to have caught wind of the discussions – both firms added a voting policy in … Continue reading

Glass Lewis’ 2018 Canada Policy Guidelines on Proxy Advice

By Victoria Riley (Toronto) on January 4, 2018 Posted in Corporate Governance, Proxy Access, Proxy Battles, Shareholder Activism

Glass, Lewis & Co., LLC (Glass Lewis), a leading governance and proxy voting firm, has recently released its 2018 Policy Guidelines for Proxy Advice in Canada. The following are three of its key changes from the 2017 Policy Guidelines: Board Gender Diversity In the new year, Glass Lewis will not make voting recommendations solely on the … Continue reading

SEC provides guidance on shareholder proposals and expands boards’ responsibilities

By Lauren Day on December 21, 2017 Posted in Shareholder Activism

On November 1, 2017, the staff of the US Securities and Exchange Commission’s Division of Corporation Finance (Staff) provided important guidance to companies and shareholders on how Staff will evaluate arguments to exclude shareholder proposals from proxy materials. Among other considerations, the Staff Legal Bulletin No. 14I (CF) (the Bulletin) deals primarily with the “ordinary … Continue reading

Shareholder activism leads to higher rate of CEO turnover – win or lose

By Matthew Lau (Toronto) on December 5, 2017 Posted in Proxy Battles, Shareholder Activism

Shareholder activism is now a global phenomenon. Activists commonly seek to shake up the board of a target company in hopes of instilling change and increasing shareholder value. The impact on target companies can be both disruptive and enduring – often resulting in turnover among top management and in particular chief executive officers (CEOs). A … Continue reading

ISS releases 2018 Americas Proxy Voting Guidelines Updates

By Joe Bricker on November 22, 2017 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

By Trevor Zeyl on October 19, 2017 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

By Joe Bricker on October 2, 2017 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

By Michael Viner (Toronto) on September 18, 2017 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

By Lucy Liu (Toronto) on August 21, 2017 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

Trends and strategies for companies involved in M&A transactions

By Sam Zadeh (Toronto) on July 19, 2017 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

By Matthew Lau (Toronto) on July 10, 2017 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

By Michael Viner (Toronto) on July 4, 2017 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

By Michael Viner (Toronto) on June 19, 2017 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

By Trevor Zeyl on May 16, 2017 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

By Trevor Zeyl on February 27, 2017 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

An age of shareholder empowerment

By Jenny Yoo on January 16, 2017 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

By Andrea Brewer and Kassy Corothers (Calgary) on November 14, 2016 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?

By Andrea Brewer on November 4, 2016 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

By Matthew Lau (Toronto) on October 24, 2016 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

By Walied Soliman and Andrea Brewer on October 6, 2016 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

By Trevor Zeyl on September 22, 2016 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