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Canada’s new “modern slavery” legislation: impact on shareholder activism

Photo of Anisha VisvanathaBy Anisha Visvanatha on Posted in Uncategorized
Row of Canadian flags hanging from a buildingGovernment 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 Chains Act and to amend the Customs Tariff (the Act), passed its third reading by the … Continue reading

CSA/IIROC Staff Notice 23-329 – Short Selling in Canada

Photo of Reid BermanBy Reid Berman on Posted in Uncategorized
Close-up of hand scrolling on tabletOn December 8, 2022, the Canadian Securities Administrators (CSA) and the Investment Industry Regulatory Organization of Canada (IIROC) jointly issued Staff Notice 23-329 – Short Selling in Canada (the Notice). The purpose of the Notice is to provide an overview of the existing regulatory regime with respect to short selling and request public feedback on … Continue reading

TSX Confirms Voting Agreements May Require Security Holder Approval

Photo of Brianna MayesBy Brianna Mayes on Posted in Uncategorized
Someone signing a documentOn February 27, 2023, the Toronto Stock Exchange (“TSX”) published Staff Notice 2023-0001 – Voting Agreements (the “Staff Notice”), which formalizes the policy on how it has been addressing voting agreements between TSX-listed issuers and their security holders (“Voting Agreements”) for many years. The Staff Notice does not contain anything new – rather, it confirms … Continue reading

Proxy Advisors and Shareholders Pay Attention to Cybersecurity; Boards Should Too

By The Special Situations Team on Posted in Uncategorized
Computer screen with a row of blue lock icons, middle lock icon is red and unlockedProxy advisors and shareholders are paying an increasing amount of attention to cybersecurity because the stakes are high – a cyberattack can be catastrophic for a company. A successful cyber attack can target confidential information integral to the competitive edge of a business (including trade secrets, supplier and client lists, information regarding research and development … Continue reading

When defamation in hostile proceedings leads to serious consequences

Photo of Nader Hasan (Toronto)By Nader Hasan (Toronto) on Posted in Litigation, Proxy Battles, Shareholder Activism, Uncategorized
It will come as no surprise to those who have participated in a proxy fight to learn that these disputes can be heated affairs.   Parties to a fight will routinely seek to discredit the other side to bolster their own narrative or otherwise gain a strategic advantage.  In such an atmosphere, it can be difficult … Continue reading

Privacy Breaches: The Question of When, Not If

Photo of Shreya Gupta (Toronto)By Shreya Gupta (Toronto) on Posted in Uncategorized
In recent years, a spate of high-profile privacy breaches have made it increasingly clear to consumers and regulators that businesses must take stronger precautions in safeguarding user data and protecting privacy rights. These incidents have become so common that for many companies, the question of whether they will fall victim to cybercrimes has become a … Continue reading

Could a national securities regulator hinder shareholder activism in Canada?

Photo of Joseph Palmieri (Toronto)By Joseph Palmieri (Toronto) on Posted in Uncategorized
Canada is the only G20 country without a national securities regulator. Despite coordination among the provinces and territories, the current regime is often thought to encourage shareholder activism – whether by permitting forum shopping for more favourable regulations or given the reality that decentralized efforts mean scarcer resources to combat unwelcome tactics. However, after decades … Continue reading

Webinar – Corporate governance, shareholder activism, and hostile M&A: Key developments in 2018 and a look ahead

By Joe Bricker on Posted in Corporate Governance, M&A, Proxy Access, Proxy Battles, Securities, Shareholder Activism, Short selling, Uncategorized
Walied Soliman and Orestes Pasparakis, co-chairs of Norton Rose Fulbright’s Canadian Special Situations team, will host a 60-minute webinar on corporate governance, shareholder activism, and hostile M&A on Tuesday, February 12, 2019 at 12 p.m. EST. To sign up, please click here. Our Special Situations team played a leading role in some of the most … Continue reading

Special Situations team publishes article on abusive short selling in Globe and Mail

Photo of Orestes PasparakisPhoto of Walied SolimanBy Orestes Pasparakis and Walied Soliman on Posted in Uncategorized
Orestes Pasparakis and Walied Soliman, co-chairs of Norton Rose Fulbright’s Canadian special situations team, and Joe Bricker, associate, have published an article highlighting the growing problem of abusive short selling in Canada and calling for legislative reform. The article ran in the Globe and Mail on Saturday, January 19 and can be viewed here. … Continue reading

Walied Soliman interviewed in “Creating a Unified Vision — How Some Activists are Working with Boards and Management”

By Joe Bricker on Posted in Uncategorized
Walied Soliman, Global Chair of Norton Rose Fulbright and co-chair of the firm’s Canadian special situations team, was recently interviewed in a piece by Skytop Strategies (view here). The piece draws on recent experiences to discuss how shareholders activists and boards often work together to achieve shareholder value after reaching a settlement and averting a … Continue reading

The Digital Dilemma: Cybersecurity and Boardroom Best Practices in the Technological Age

Photo of Ted BrookBy Ted Brook on Posted in Corporate Governance, Litigation, Securities, Uncategorized
Earlier this year, Commissioner Robert Jackson Jr. of the US Securities and Exchange Commission declared that cybersecurity is “the most pressing issue in corporate governance today.” Indeed, widespread digitization has fundamentally transformed the way that people do business, ushering in new heights of efficiency and connectivity. It has also created significant risk management issues for … Continue reading

Kingsdale Releases 2018 Proxy Season Review

Photo of Peter Valente (Toronto)By Peter Valente (Toronto) on Posted in Proxy Battles, Securities, Shareholder Activism, Uncategorized
Kingsdale Advisors has released its annual Proxy Season Review for 2018. The Review examines trends observed in 2018, predicts issues on the horizon, and provides advice to both issuers and activists in the marketplace. In what follows, we pick out just a few of the important trends that emerge from Kingsdale’s analysis. The complete report … Continue reading

Aurora/CanniMed: Canadian securities regulators provide guidance on takeover bids in Canada – Expect to see more hard lock-ups and fewer tactical poison pills

Photo of Walied SolimanPhoto of Heidi ReinhartBy Walied Soliman and Heidi Reinhart on Posted in Uncategorized
The Ontario and Saskatchewan securities regulators (the Commissions) have released their reasons in connection with the unsolicited bid of Aurora for CanniMed (the Reasons). Below, members of our Special Situations team set out some of the key lessons of the decision. Key Takeaways expect to see an increased use of hard lock-ups (that is, lock-ups … Continue reading

Court dismisses petition for a court-ordered shareholders meeting with independent chair in lieu of a meeting requisitioned by shareholders

Photo of Andrea BrewerBy Andrea Brewer and The Special Situations Team on Posted in Uncategorized
In a dispute between three petitioning directors (the Petitioners) and three requisitioning shareholders (two of whom were also directors) (the Requisitioning Shareholders) of Photon Control Inc. (Photon) (TSX-V: PHO), the Petitioners asked the British Columbia Supreme Court (the Court) to exercise its powers under the Business Corporations Act (British Columbia) (the Act) to intervene in … Continue reading

Should companies expect an increase in short-selling activism in Canada?

Photo of Stephen TaylorBy Stephen Taylor on Posted in Uncategorized
Success breeds imitation. The persistence of that cliché is good evidence of its accuracy.  Its implications, however, may be a warning call with respect to shareholder activism in Canada. The woes of Valeant Pharmaceuticals International Inc. (“Valeant”) and its share price have been well documented in the media. Following a report by Citron Research, who … Continue reading

“Dead hand proxy puts” under scrutiny in Delaware

By Guy White on Posted in Corporate Governance, Uncategorized
A decision of the Delaware Chancery Court last fall has set off a wave of books and records inspection demands by stockholders, as well as threatened litigation, for Delaware corporations that have entered into credit agreements containing “dead hand proxy put” provisions.  A “dead hand proxy put” allows the lender to demand immediate repayment of … Continue reading

Moving away from a mechanistic evaluation of board term limits

By The Special Situations Team on Posted in Corporate Governance, Uncategorized
Earlier this month, Robert Pozen, senior lecturer at Harvard Business School contended that a simple reliance on board term limits as an evaluation tool of corporate performance is based on “faulty logic”.[1] Concerns around extended tenure of directors typically include anxieties over compromised director independence and the development of a friendliness with management. According to … Continue reading

2015 Trends and Insights: Activism in Canada

By The Special Situations Team on Posted in Uncategorized
In the latest issue of Ethical Boardroom, Walied Soliman and Orestes Pasparakis, co-chairs of Norton Rose Fulbright’s Special Situations Team, discuss activism in the Canadian corporate landscape and expectations for the 2015 proxy season in their article, “2015 Trends and Insights: Activism in Canada“. Click here to access the article (at pages 96-97). Stay connected with Special Situations … Continue reading

Webinar: Shareholder activism – a year in review

By Saeed Teebi (Toronto) on Posted in Uncategorized
On February 4, 2015, Walied Soliman and Orestes Pasparakis, co-chairs of Norton Rose Fulbright’s Special Situations Team, were joined by Wes Hall, CEO, Kingsdale Shareholder Services Inc. to host our annual video webinar “Shareholder Activism: A Year in Review – Cutting-edge Tactics in 2014 and a Look Ahead”.  In 60 minutes, our speakers update you … Continue reading

A Changing Climate for Proxy Advisory Firms: Developments in the US and Canada

By The Special Situations Team on Posted in Corporate Governance, Proxy Battles, Securities, Shareholder Activism, Uncategorized
The role of proxy advisory firms in the marketplace has been a focal point on both sides of the border as recent guidance by the US Securities and Exchange Commission (SEC) and the Canadian Securities Administrators (CSA) highlights the powerful influence of proxy advisory firms and need for increased accountability and transparency. In the US, … Continue reading

The Rise of Policy Activists?

Photo of Orestes PasparakisBy Orestes Pasparakis on Posted in Corporate Finance, Corporate Governance, Proxy Battles, Securities, Shareholder Activism, Uncategorized
In a recent twist on activist investing, People for the Ethical Treatment of Animals (PETA) purchased shares in SeaWorld in an effort to address conduct it considers animal cruelty.  According to PETA, it bought “the smallest number of shares necessary” to give it “the right to attend and speak at annual meetings and to submit … Continue reading

Can Activist Shareholders Spur Innovation in the Technology Sector?

By The Special Situations Team on Posted in Corporate Governance, Proxy Battles, Securities, Shareholder Activism, Uncategorized
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

Why Are Activist Investors Drawn to Canada?

Photo of Alexander Schmitt (Toronto)By Alexander Schmitt (Toronto) on 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
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