Tag archives: proxy contest

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

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

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

Tracking the Rise of Shareholder Activism through Withhold Campaigns in North America

By Simone Nash (Toronto) on July 16, 2018 Posted in Corporate Governance, Shareholder Activism

In a recent post about Canadian proxy contest trends, we discussed the growing concern with “The Active Passive investor” and potential issues on the horizon given a surge in the use of “withhold” campaigns. As of late, the prominence of withhold campaigns to signal shareholder discontent to boards of directors in North American markets has … Continue reading

Defamation lawsuits as a defence to shareholder activism

By Michael Viner (Toronto) on September 18, 2017 Posted in Litigation, Proxy Battles, Shareholder Activism

Activist investors engaged in proxy fights typically mount aggressive public relations campaigns in order to undermine shareholder confidence in a target company’s performance and leadership, whether through social media, online forums or by using the more traditional PR channels. In response, target companies have turned to a number of defensive measures, many of which have … Continue reading

Alberta Securities Commission declines to exercise public interest jurisdiction to terminate soliciting dealer arrangement in proxy fight

By Linda Fuerst and Jacob Wilson on August 8, 2017 Posted in Litigation, Proxy Battles

In its recent PointNorth Capital Inc. decision, the Alberta Securities Commission (ASC) was called upon to consider the appropriateness of a soliciting dealer arrangement that had been entered into by the issuer, Liquor Stores N.A. Ltd., in the context of a proxy fight. The arrangement was intended to address management’s constrained ability to solicit proxies … Continue reading

Trends and strategies for companies involved in M&A transactions

By Sam Zadeh (Toronto) on July 19, 2017 Posted in M&A, Proxy Battles, Shareholder Activism

In a report entitled “M&A Activism: A Special Report”[1] (the Report), the editor-in-chief of Activist Insight describes the types of companies most at risk of being targeted by shareholder demands, providing steps that can be taken to increase the resilience of M&A transactions. The Report identifies a number of trends and findings, as summarized below: … 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

Webinar: Important corporate governance development – Forum Selection By-law

By Saeed Teebi (Toronto) on May 21, 2015 Posted in Corporate Governance

On May 14, 2015, Norton Rose Fulbright hosted a webinar on an important corporate governance development: Forum Selection By-law. Walied Soliman and Orestes Pasparakis, co-chairs of Norton Rose Fulbright’s Special Situations Team, were joined by Cathy Singer and Ruth Wahl, senior partners at Norton Rose Fulbright, to discuss how this development works and how it … Continue reading

M&A Activism 101: Top 3 Tips for Companies

By Andrea Brewer on May 7, 2015 Posted in Shareholder Activism

There is a wide range of issues that a board and management team must face in considering an M&A transaction in the normal course. Increasingly however, a company that is considering a potential merger or acquisition, or asking its shareholders to consider such a transaction, needs to be aware of the motivations of the stakeholder … Continue reading

Defensive Tools in Shareholder Activism: The “Voting Pill”

By Jacob Cawker (Toronto) on October 27, 2014 Posted in Corporate Finance, Corporate Governance, M&A, Proxy Battles, Securities, Shareholder Activism

In today’s Financial Post, Barbara Shecter highlighted the use of modified shareholder rights plans (colloquially known as “poison pills”) as an emerging defensive tool against opportunistic shareholder activism in Canada. Traditionally, poison pills are used by boards of target companies as defensive tools to guard against unsolicited takeover bids. By expanding the typical definition of … Continue reading

Trends and Predictions in Canadian Proxy Contests

By Guy White on September 22, 2014 Posted in Corporate Finance, Corporate Governance, M&A, Proxy Battles, Securities, Shareholder Activism

Kingsdale Shareholder Services has released its 2014 Proxy Season Review. In its report, Kingsdale discusses trends observed in 2014, predictions for the future, and gives its key recommendations for companies in the Canadian marketplace. In reviewing 2014 and comparing it to the previous year, Kingsdale observes: By the numbers – the total number of proxy … Continue reading