CP Rail Supports an ESG-Related Shareholder Proposal Which Includes Annual Advisory Vote by Shareholders on a Climate Action Plan

By Heidi Reinhart and The Special Situations Team on March 31, 2021 Posted in Corporate Governance, Shareholder Activism

TCI Fund Management Limited (TCI) recently successfully submitted a climate change-related shareholder proposal (the Proposal) to Canadian Pacific Railway Limited (CP) to be voted on at CP’s upcoming 2021 annual general meeting of shareholders.  As stated in its circular for the meeting, CP supports TCI’s Proposal and recommends shareholders vote in favour of it.  Of … Continue reading

A Dive into the Surge of Cannabis-Related Securities Class Actions

By Scott Boucher (Vancouver) on January 8, 2021 Posted in Corporate Finance, Litigation, Securities

After nearly two years since the recreational cannabis industry has been in operation, we are seeing a rise in securities class actions and regulatory activity relating to cannabis companies. Since legalization, the growth of the sector has been fast and furious. The initial excitement and high investor interest has been recently overshadowed by compliance breaches … Continue reading

A Review of 2020: A Catalyst for Corporate Governance Change

By Jennifer McPherson (Calgary) on January 5, 2021 Posted in Corporate Governance, Shareholder Activism

The COVID-19 pandemic coupled with the fight against anti-Black systemic racism has had a significant and potentially long-lasting impact on corporate governance. In its report entitled “The New Abnormal: How 2020 Has Changed the Future of Corporate Governance” (the Report), Kingsdale Advisors (Kingsdale) notes that directors have faced a string of challenges in 2020 that … Continue reading

Dialing In: Adapting to Virtual Shareholder Meetings

By Jenny Ng (Toronto) on September 28, 2020 Posted in Corporate Governance, Securities

The Shift to a Virtual World The COVID-19 pandemic has altered and changed many familiar corporate operational and governance practices and norms, including how issuers host their annual general meetings (AGMs). Broadridge Financial Solutions reported hosting 300 virtual meetings in 2019 and approximately 1500 virtual meetings this year thus far. In place of in-person only … Continue reading

Global Trends in Shareholder Activism Amidst COVID-19

By Monica Wong (Toronto) on September 4, 2020 Posted in M&A, Shareholder Activism

According to a review of shareholder activism by Lazard (the Lazard Review) that examined global activism trends in the first half of 2020 (H1 2020), economic uncertainty brought on by the COVID-19 pandemic, coupled with heightened awareness of widening socioeconomic inequalities around the world, has altered shareholder activism activity globally. We highlight some important trends … Continue reading

ISS includes Economic Value Added in its Compensation Reports

By Denise Gan (Toronto) on May 24, 2019 Posted in Compliance, Corporate Governance, Proxy Battles, Shareholder Activism

Institutional Shareholder Services (ISS) announced earlier this year that, in its 2019 proxy research reports, it will be displaying financial ratios derived from a base measure called Economic Value Added (EVA). The EVA ratios will initially be used for informational purposes only, meaning they will not factor in to say-on-pay voting recommendations or evaluations of … Continue reading

A UK dispute sheds light on the duties of a dissident director

By Nader Hasan (Toronto) on May 10, 2019 Posted in Proxy Battles, Shareholder Activism

A recent decision of the UK’s High Court — Stobart v Tinkler [2019] EWHC 258 (Comm) — has been released following a dispute between directors of a large infrastructure company (the “Company”). The decision, and the circumstances preceding it, serve as a cautionary tale about the duties of a dissident director and of board members … Continue reading

Shareholder Activism Reaches Record Levels

By Monica Wong (Toronto) on April 29, 2019 Posted in Corporate Governance, Proxy Battles, Shareholder Activism

Activist Insight recently published the sixth edition of its annual report, entitled “The Activist Investing Annual Review 2019” (the “Review”). The Review analyzes recent global shareholder activism trends, forecasts expected developments in 2019, and highlights and compares jurisdictional data. Oh, Canada: Increased Canadian Activism As the Review outlines, 2018 was a notable year in Canada … Continue reading

Share Buybacks & Executive Compensation: Aligning Management’s Incentives

By Joe Bricker on April 22, 2019 Posted in Corporate Finance, Corporate Governance, Securities

As we previously discussed, the use of share buybacks has accelerated in recent years, both in Canada and the United States. This has sparked anxious debate over the extent to which buybacks can form part of an effective long-term growth strategy. Particularly in the United States—where buybacks hit a record of more than $1 trillion USD … Continue reading

When defamation in hostile proceedings leads to serious consequences

By Nader Hasan (Toronto) on April 11, 2019 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