Court dismisses petition for a court-ordered shareholders meeting with independent chair in lieu of a meeting requisitioned by shareholders

By Andrea Brewer and The Special Situations Team on May 15, 2017 Posted in Uncategorized

In a dispute between three petitioning directors (the Petitioners) and three requisitioning shareholders (two of whom were also directors) (the Requisitioning Shareholders) of Photon Control Inc. (Photon) (TSX-V: PHO), the Petitioners asked the British Columbia Supreme Court (the Court) to exercise its powers under the Business Corporations Act (British Columbia) (the Act) to intervene in … Continue reading

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

By Andrea Brewer on November 4, 2016 Posted in Shareholder Activism

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 … Continue reading

Changes to the OBCA under Bill 218, The Burden Reduction Act, 2016

By Denise Gan (Toronto) on October 20, 2016 Posted in Compliance

If passed, Bill 218, Burden Reduction Act, 2016 (the Bill) will make some small but welcome changes to corporate governance requirements for companies incorporated in Ontario. The Bill passed first reading in the Ontario legislature on June 8, 2016 and still has some steps to go before becoming law. However, it is hoped that the … Continue reading