Tag archives: board of directors

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

Photo of Nader Hasan (Toronto)By Nader Hasan (Toronto) on 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

CEO Activism: A Double-Edged Sword?

Photo of Russell Dufault (Toronto)By Russell Dufault (Toronto) on Posted in Compliance, Corporate Governance, Shareholder Activism
In a recent study published on SSRN by the Rock Center for Corporate Governance at Stanford University, authors David F. Larcker, Stephen Miles, Brian Tayan and Kim Wright-Violich argue that CEO activism – the practice of CEOs taking public positions on environmental, social and political issues not directly related to their business – is 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

Holding up the deal: the threat of “bumpitrage” to M&A

Photo of Trevor ZeylBy Trevor Zeyl on Posted in Compliance, Shareholder Activism
Considering the robust global M&A markets of the last few years, it is unsurprising that activist investors have increasingly sought to leverage these transactions for their own gain. To that end, shareholder activists have developed a variety of M&A-related strategies. Most commonly, they either seek to catalyze transactions by pressuring companies into a merger or … Continue reading

Governance Oversight – Is Your Board An Active One?

Photo of Walied SolimanBy Walied Soliman on Posted in Corporate Governance
In a recent interview with Christopher P. Skroupa on Forbes.com, Walied Soliman (Chair of Norton Rose Fulbright Canada, LLP and Co-Chair of Norton Rose Fulbright’s Canadian special situations team) weighs in on what it means to be an active director. The interview can be viewed here. Stay connected with Special Situations Law and subscribe to the blog … Continue reading

Overboard, under deliver?

Photo of Denise Gan (Toronto)By Denise Gan (Toronto) on Posted in Corporate Governance
We recently reported that Institutional Shareholder Services (ISS) released its 2018 Americas Proxy Voting Guidelines Updates (the Policy Update), which, among other things, establishes modified guidelines for determining whether a director serving on the board of multiple public companies is “overboarded”. Starting in 2019, ISS will recommend a withhold vote for (1) directors of TSX-listed … Continue reading

Managing risk: A primary concern for effective boards

Photo of Jenny YooBy Jenny Yoo on Posted in Corporate Governance
In today’s economic climate the role of a board of directors is as dynamic as it is demanding. Boards are now forced to take on expanded roles to better guide their organizations through uncertain economic times. In addition, directors are expected to be proactive in understanding and managing risk, and capitalizing on the opportunities they … Continue reading
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