Tag archives: proxy solicitation

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

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 due to the fact that many of the shareholders were “objecting beneficial owners” who could only be contacted indirectly through brokers.

The ASC dismissed the application by dissident shareholders of Liquor Stores, the PointNorth limited partnerships, for orders requiring Liquor Stores to terminate the arrangement, … Continue Reading

Proxy solicitation: Not a matter of right in Alberta

The increasing prevalence of shareholder activism in Canada has significantly impacted issuers and investors alike in the Canadian capital markets.

Consequently, an understanding of the Canadian regulatory landscape governing activist activities has become increasingly important for both sides of an activist struggle. A key element of this understanding is acknowledging that the regulatory landscape is not always uniform from province to province.

Proxy solicitation in respect of Alberta corporations which are reporting issuers is governed under two legislative schemes: Part 12 of the Business Corporations Act (Alberta) (the ABCA) and Part 9 of National Instrument 51‑102 – Continuous Disclosure Continue Reading

Why Are Activist Investors Drawn to Canada?

Over the past decade, proxy contests have gone from a once rare phenomenon to a standard feature of the Canadian corporate world and as the number of contests have increased, so too have activists’ success rates. To some extent these trends have been driven by greater acceptance of activists’ efforts in the wider investment (and particularly institutional investment) community, but they are certainly also a result of the fact that – as Stephen Griggs, Chief Executive Officer of investment fund Smoothwater Capital Corporation,  has recently observed (see page 33) – Canadian corporate law rules make it one of the “most … Continue Reading

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