Tag archives: dissident

Kingsdale Releases 2018 Proxy Season Review

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 can be viewed here.

Public activist activity remains healthy

Kingsdale counts 29 public proxy contests for the year to date. Though not reaching the high-water mark set in 2015 (55), the 29 public fights so far this year are up by 38%, as compared … Continue Reading

Executive compensation and shareholder activism

Executive compensation has been a hot button issue as of late. Not only has executive compensation come under increased scrutiny from politicians, regulators and the public at large, it is an issue that is also top-of-mind for shareholders, analysts and proxy advisory firms. For example, the Financial Post published an article earlier this year entitled “Canadian shareholders increasingly aggressive on ‘say-on-pay’”, which reports that institutional investors and the public are taking an increasingly hard-nosed and critical approach to evaluating corporate compensation decisions.

Executive compensation can be a flashpoint between a company and its shareholders, and it is thus … Continue Reading

Golden Leashes: Is Regulatory Intervention Warranted?

In the most recent volume of the Canadian Business Law Journal, Edward M. Iacobucci, Professor with the Faculty of Law at the University of Toronto, addresses certain arguments against dissident shareholders providing their director nominees with a future incentive if the target company’s share price increases following such nominee’s election to the board.1  These special compensation arrangements (or “golden leashes” as they are sometimes called) are hereafter referred to as “arrangements” and first emerged in Canada during the 2013 Agrium/Jana proxy fight, which was recently discussed by my colleague, Saeed Teebi, here.

Iacobucci explores some of the arguments … Continue Reading

Ontario Court Sheds New Light on Advance Notice Bylaws

In its recent decision in Orange Capital, LLC v Partners Real Estate Investment Trust, 2014 ONSC 3793, the Ontario Superior Court has offered new guidance on the interpretation of advance notice provisions used in the context of a proxy contest.  The decision is another victory for Norton Rose Fulbright’s Special Situations team, which represented Orange Capital in this litigation.

In April 2014, Partners Real Estate Investment Trust (the REIT) announced that its annual and special meeting of unitholders (the Meeting) would be held on June 26, 2014.  The REIT later postponed the Meeting to July 15, 2014.  … Continue Reading

Battles for Control of a Company: Practical Lessons from Wells v. Bioniche Life Sciences Inc.

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 of Justice to have him determine several issues relating to a shareholder’s right to requisition or call meetings under s. 143 of the Canadian Business Corporations Act.  An article summarizing Justice’s Brown’s findings and analyzing the practical implications of the decision was recently … Continue Reading

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