Topic: Shareholder Activism

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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.

By Trevor Zeyl on June 3, 2014 Posted in Corporate Finance, Corporate Governance, Litigation, Proxy Battles, Securities, Shareholder Activism

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?

By Alexander Schmitt (Toronto) on May 26, 2014 Posted in Corporate Governance, Proxy Battles, Securities, Shareholder Activism, Uncategorized

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

Activist Pershing Square Teams Up With Valeant Pharmaceuticals To Target Allergan Inc.

By Andrea Campbell on May 7, 2014 Posted in Corporate Governance, Proxy Battles, Shareholder Activism

Shareholder activism has been dubbed “the new M&A” in recognition of activists’ propensity to drive companies to pursue value-creating transactions. Last month, Bill Ackman’s Pershing Square Capital Management took this trend to a new level when it teamed up with Quebec-based Valeant Pharmaceuticals International to orchestrate a hostile takeover bid for Botox manufacturer Allergan Inc. … Continue reading

Canadian Securities Administrators publish proposed guidance for proxy advisory firms

By Evelyn Li on April 28, 2014 Posted in Corporate Governance, Securities, Shareholder Activism

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

Proactive Business Judgment in Proxy Contests

By Guy White on April 23, 2014 Posted in Corporate Governance, Litigation, Proxy Battles, Shareholder Activism

In a contest for shareholder support, control of the narrative is crucial, and the difference in perception between a board acting decisively to protect shareholders’ investments, and a board willing to do or say anything to hold onto control, can be one of timing. A board that acts proactively, supported by expert advice and a … Continue reading

The Globalization of Shareholder Activism

By Trevor Zeyl and The Special Situations Team on April 14, 2014 Posted in Corporate Governance, Proxy Battles, Shareholder Activism

The shareholder activist arena has traditionally been within the U.S. capital markets, where a history of public and high-profile activist campaigns has resulted in the establishment of well-known activist players and has led to the rise of proxy advisors and solicitors. Canada has witnessed both U.S. and domestic players becoming increasingly involved in activist campaigns … Continue reading

Exercising Appraisal Rights – An Effective Tool for Canadian Activists?

By Amanda Fortuna on March 31, 2014 Posted in Corporate Finance, Corporate Governance, Litigation, Proxy Battles, Shareholder Activism

In the wake of Dole Food Co.’s $2.4 billion management buyout, the question of whether the exercise of shareholder appraisal rights is an effective tool in the Canadian shareholder activism scene emerges. In late 2013, management of Dole Foods offered to purchase the remaining 60% of shares not already owned by CEO and founder, David … Continue reading

Is Shareholder Activism Hurting Bondholders?

By The Special Situations Team on March 17, 2014 Posted in Corporate Finance, Proxy Battles, Shareholder Activism, Uncategorized

A recently released research report by Moody’s Investors Service examines the credit impacts of activist shareholder activity, arguing that shareholder initiatives do not always benefit bondholders. In fact, the report suggests that the means by which shareholders drive change in capitalization and strategy, including through share repurchases, increased dividends and divestitures of cash-generating assets, often … Continue reading

ISS pulls the “golden leash”, but has it gone too far?

By Saeed Teebi (Toronto) on February 3, 2014 Posted in Corporate Governance, Proxy Battles, Shareholder Activism

The most publicized proxy battle of 2013, Agrium Inc.’s showdown with activist US hedge fund Jana Partners, introduced the concept of the “golden leash” to the Canadian proxy scene. Jana nominated four independent directors to the board of Agrium, and offered to pay them, on top of their compensation as directors, a percentage of any … Continue reading

Rethinking “Good” Corporate Governance

By Trevor Zeyl on January 22, 2014 Posted in Corporate Governance, Shareholder Activism

Walied Soliman and Orestes Pasparakis, co-chairs of our Canadian Special Situations Team, recently authored an opinion piece in the National Post’s FP Comment section on “good” corporate governance . They argue that the emphasis Canadian companies place on good corporate governance is being misconstrued as an end in itself. The focus of the corporation is, or … Continue reading

Strategies for protecting companies in proxy contests

By The Special Situations Team on January 22, 2014 Posted in Corporate Governance, Litigation, Shareholder Activism

A recent trio of hotly contested proxy fights involving Norton Rose Fulbright’s Special Situations Team helped further clarify and define the rights of a board of directors to determine the timing of a shareholders’ meeting. Bioniche Life Sciences Inc. With the July 18, 2013, decision of Justice Brown of the Ontario Superior Court in Wells v … Continue reading

Welcome to Norton Rose Fulbright Canada’s Special Situations Law blog!

By Walied Soliman and Orestes Pasparakis on January 21, 2014 Posted in Compliance, Corporate Governance, Proxy Battles, Securities, Shareholder Activism

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