Tag archives: Orange Capital

Placeholder board nominees: A new tactic in the activist tool-kit?

In response to the threat of a shareholder ambush of director nominations at a shareholder meeting, many Canadian companies have adopted advance notice provisions (ANPs). ANPs require that shareholders inform a company by a certain deadline if they wish to nominate directors to the board. For annual shareholder meetings, this deadline is typically no less than 30 days in advance of the meeting. For special meetings, it is typically no less than 15 days after the announcement of the meeting. Norton Rose Fulbright’s Special Situations team has been at the forefront of this development, having been involved in … 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

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