Tag archives: governance

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

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

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

CEO Activism: A Double-Edged Sword?

By Russell Dufault (Toronto) on December 11, 2018 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

Activist Insight Monthly features interview with Co-Chairs of Canadian Special Situations team

By Joe Bricker on September 20, 2018 Posted in M&A, Proxy Battles, Shareholder Activism, Short selling

This month’s edition of Activist Insight Monthly, which focuses on Canada, features an in-depth interview with Walied Soliman and Orestes Pasparakis, Co-Chairs of Norton Rose Fulbright’s Canadian Special Situations team. The interview focuses on recent trends our team is seeing in the Canadian marketplace, including activist short selling, settlements, and the continued rise of “nice” activists. The … Continue reading

Governance Oversight – Is Your Board An Active One?

By Walied Soliman on January 11, 2018 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?

By Denise Gan (Toronto) on December 12, 2017 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

Management diversity: will targets and quotas improve gender diversity?

By Lucy Liu (Toronto) on November 21, 2017 Posted in Corporate Governance

On October 5, 2017, the Canadian Securities Administrators (CSA) released Staff Notice 58-309 (Staff Notice) reporting findings of a review carried out by various Canadian securities regulators of disclosure regarding women on boards and in executive officer positions by TSX issuers, as prescribed in National Instrument 58-101 Disclosure of Corporate Governance Practices. We previously reported … Continue reading

Environmental, social and governance (ESG) practices are paving their way into the mainstream

By Peter Charbonneau (Toronto) on November 6, 2017 Posted in Corporate Governance, Securities

As discussed in our earlier blog post, the Kingsdale Advisors’ (Kingsdale) annual Proxy Season Review for 2017 identified ESG trends as one of several issues on the horizon for public companies. Kingsdale noted that heightened scrutiny from investors could translate into a demand for enhanced disclosure on the part of issuers. The three factors that … Continue reading

Board watch: more complexity, more committees

By Dana Carson on February 22, 2017 Posted in Corporate Governance

As a result of the increasing and ever-evolving responsibilities falling on the shoulders of boards of directors, the traditional three key committee model (covering audit and financial reporting, executive compensation, and director nominations and board succession planning) can be inadequate. The creation of additional committees has been one way to manage the burden. According to … Continue reading

An age of shareholder empowerment

By Jenny Yoo 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

How corporate governance reforms spread

By Guy White on March 1, 2016 Posted in Corporate Governance

Recent research on the adoption of majority voting rules provides some insight on how corporate governance reforms are adopted and change company behaviour, and suggests that reforms may have the greatest impact on firms that are late to adopt them. The push for majority voting, which requires that directors receive a majority (rather than a … Continue reading

Better boards through better risk management practices

By Reuben Zaramian on January 27, 2016 Posted in Corporate Governance

Prior to 2008, it was not uncommon for a bank to assign its risk oversight responsibilities to the audit committee of its board of directors, or in some cases, to even divide those tasks between a number of other committees. Since then, a number of policies and guidelines have been enacted (including, notably, the Basel … Continue reading

ISS Updates its Proxy Voting Guidelines for the 2015 Season

By Saeed Teebi (Toronto) on November 10, 2014 Posted in Compliance, Corporate Governance, Proxy Battles, Securities, Shareholder Activism

On November 6, 2014, Institutional Shareholder Services (ISS) released updates to its Canadian proxy voting guidelines for the 2015 proxy season. The voting guidelines are effective for meetings held on or after February 1, 2015. The following is a summary of the most significant changes. Director Elections Director Independence: ISS has made several changes to their … Continue reading

Dual-Class Shares May Increase Value for Shareholders

By Vasuda Sinha on August 18, 2014 Posted in Corporate Finance, Corporate Governance, Restructuring, Securities, Shareholder Activism

A significant issue regarding the corporate governance of public companies arises from questions regarding the optimal role of shareholders in navigating a company’s direction. The one share, one vote view of the world posits that shareholder democracy is best achieved when the division of control amongst shareholders holds true with the division of economic ownership. … Continue reading