Tag archives: activist engagement

ESG & Shareholder Activism: Ready or Not, Here it Comes

“ESG” stands for Environmental, Social and Governance and describes a handful of criteria used by both issuers and investors to focus on a corporation’s impact and activity regarding topics like environmental protection, climate change, support for the local and global community, diversity in hiring and advancement, and employee compensation. This investment methodology, once considered novel, … Continue reading

Social Media and the Retail Investor: A Regulator’s Dilemma

By Kassem Dahrouj on September 24, 2021 Posted in Securities, Shareholder Activism

With the growing accessibility of “do-it-yourself” investment technology, it should come as no surprise that retail investing has been on the rise. In fact, the Ontario Securities Commission (OSC) recently published a study (the Study) which reveals that there has been a sharp increase in retail investing since 2015, and especially since the onset of … Continue reading

A Recap of the OSC Decision on the Minimum Tender Requirement under the New Canadian Takeover Bid Regime

By Ivona Zegrean on September 24, 2021 Posted in Corporate Governance, Securities, Shareholder Activism

On February 23, 2021, the Ontario Securities Commission (OSC) released its reasons in ESW Capital, LLC, 2021 ONSEC 7 (the ESW Decision), in which the OSC considered the availability of an exemption from the minimum tender requirement for takeover bids. The ESW Decision dismissed the proposed bidder’s application for exemptive relief, but provided important clarifications … Continue reading

Lesson Learned: An Examination of Trends in Shareholder Proposals

By Peter Valente (Toronto) on March 15, 2019 Posted in Proxy Access, Proxy Battles, Shareholder Activism

Shareholder proposals are often viewed as an essential tool for maintaining corporate accountability, but what role do they play in shaping corporate governance? ISS Analytics recently published a study (the Study) that reviewed the impact of shareholder proposals on corporate governance practices among U.S. companies since 2000. The Study offers helpful insights into shifting trends … Continue reading

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

By Joe Bricker on January 31, 2019 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

Kingsdale Releases 2018 Proxy Season Review

By Peter Valente (Toronto) on September 28, 2018 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

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

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

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

An age of shareholder empowerment

By The Special Situations Team 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

Multiple activist campaigns on the rise as activists outnumber target companies

By The Special Situations Team on August 28, 2015 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

Our Top Five Tips for Companies and Boards in advance of the 2015 Proxy Season

By Andrea Brewer on January 27, 2015 Posted in Shareholder Activism

As a new year begins, it is always a good time to take stock of the successes of the past year and look forward to doing even better in 2015. Shareholder activism will continue to be a “hot topic” for publicly listed issuers in 2015. Here is a checklist of our top five tips to … Continue reading

US Chamber of Commerce releases practice guidance for public companies dealing with proxy battles

By The Special Situations Team on January 13, 2015 Posted in Proxy Battles

The US Chamber of Commerce recently released a white paper authored by Harvey Pitt, former Chairman of the US Securities and Exchange Commission (SEC). The white paper, “Public Company Initiatives in Response to the SEC Staff’s Guidance on Proxy Advisory Firms” (the Paper), provides public companies with suggested focus areas for dealing with proxy voting … Continue reading

Shareholder Activism in 2014: Half Year Review

By Trevor Zeyl on September 10, 2014 Posted in Corporate Finance, Corporate Governance, M&A, Proxy Battles, Securities, Shareholder Activism

Activist Insight recently released its half-year review. Activist Insight, which provides market analysis and chronicles critical developments in activist investing, made the following observations regarding U.S. activist investing trends for the first half of 2014, including: While the US continued to dominate public instances of activism (with 127 campaigns initiated), a significant number were waged … Continue reading

Shareholders Shaking Up Japan

By Trevor Zeyl on July 15, 2014 Posted in Corporate Governance, Proxy Battles, Securities, Shareholder Activism

A Japanese research firm suggests that there may be a record 14 shareholder proposals (all with the intention of creating higher returns) that will be made in the next few weeks as annual general meeting season begin in Tokyo and elsewhere. Why is this surprising? In the past it has been uncommon for shareholders in … Continue reading

Can Activist Shareholders Spur Innovation in the Technology Sector?

By The Special Situations Team on June 10, 2014 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