OVERVIEW & EXPERTISE

 

​Investors are increasingly using activist shareholder campaigns and proxy contests to seek and often effect changes within public companies, exerting substantial influence over board composition, corporate management, strategy and operations. Under the Canadian regulatory regime, dissidents have a number of tools at their disposal and can raise serious challenges for Canadian public companies, irrespective of size.

While shareholder engagement is often both good governance and an effective strategy for avoiding highly publicized activism events, strategic planning and advance preparation can assist issuers in understanding and defending against activist campaigns. 

With one of the leading and most experienced capital markets practices in Canada, Blakes has a dedicated Shareholder Activism group comprised of some of the country’s leading experts in fields such as securities, corporate governance, regulatory, litigation, and compensation and benefits. Our lawyers can be drawn in as appropriate to assist public company clients and their boards assess risks and devise appropriate strategic responses.

Our perspective and advice also leverage significant experience advising shareholders on strategic options. When facing a possible proxy contest, having an expert team in place, ready to act, is a must. Our proactive approach involves engaging in an advance review process in order to position our clients so they can move quickly, decisively and effectively.

Recognizing that shareholder activism can take various forms, from private or public criticism to shareholder proposals, requisitioned meetings and proxy contests, we advise boards, special committees and management on:

  • Emerging trends and issues in governance and risk management
  • Shareholder engagement and governance best practices to mitigate vulnerability
  • Managing shareholder meetings
  • Navigating the regulatory framework governing proxy contests and shareholder meetings
  • Responding to shareholder proposals and demands for corporate records
  • Fiduciary duties
  • Special committees
  • Regulatory requirements, government investigations and hearings
  • Related-party transactions
  • Internal investigations

We closely monitor trends and legal developments to stay current on the latest risks and strategies and to ensure that our clients are well advised, prepared and protected on a timely basis.

Leveraging our strong, longstanding relationships with leading investor relationship firms, proxy solicitation firms, and media relations specialists, we are also well positioned to assist with establishing and implementing effective communications, media and investor relation programs.


Representative Matters:


Our recent representations in connection with shareholder activism and proxy battles include:

  • Agrium Inc. on its successful proxy contest with dissident shareholder JANA Partners LLC.
  • The Forzani Group Ltd. on its successful proxy contest with dissident shareholder Crescendo Investments II, LLC and Crescendo Investments III, LLC.
  • Biovail Corporation on its successful high-profile proxy contests initiated by the founder and former CEO.
  • ATS Automation Tooling Systems Inc. on proxy contest initiated by two hedge funds.
  • NovaGold Resources on the successful defence of an appraisal of dissenting shareholders' shares in the first reported case to consider the Business Corporations Act (British Columbia) dissent provisions.
 

 PEOPLE

 
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Partner | Calgary
Calgary: 403-260-9682
Areas of Expertise: Corporate Governance, Corporate & Commercial, Mergers & Acquisitions, Private Equity, Shareholder Activism, Climate Change, Litigation & Dispute Resolution, Renewables (Wind, Solar, Hydro & CleanTech), Transmission & Distribution
Partner | Calgary
Calgary: 403-260-9720
Areas of Expertise: Corporate Governance, Mergers & Acquisitions, Corporate & Commercial, Energy, Equity Capital Markets, Debt Capital Markets, Structured Finance & Derivatives, Private Equity, REITs, Shareholder Activism, Pension Funds Investment, Investment Funds, Investment Vehicles
Associate | Vancouver
Vancouver: 604-631-3346
Areas of Expertise: Capital Markets, Corporate & Commercial, Mergers & Acquisitions, Shareholder Activism
Associate | Calgary
Calgary: 403-260-9755
Areas of Expertise: Capital Markets, Mergers & Acquisitions, Corporate & Commercial, Corporate Governance, Shareholder Activism, Equity Capital Markets
Associate | Calgary
Calgary: 403-260-9758
Areas of Expertise: Corporate & Commercial, Corporate Governance, Capital Markets, Shareholder Activism, Mergers & Acquisitions
Associate | Toronto
Toronto: 416-863-3334
Areas of Expertise: Mergers & Acquisitions, Capital Markets, Equity Capital Markets, Debt Capital Markets, Corporate Governance, Shareholder Activism
Associate | Toronto
Toronto: 416-863-3333
Areas of Expertise: Debt Capital Markets, Equity Capital Markets, Mergers & Acquisitions, Corporate Governance, Shareholder Activism
Associate | Toronto
Toronto: 416-863-3872
Areas of Expertise: Debt Capital Markets, Equity Capital Markets, Mergers & Acquisitions, Mining, Shareholder Activism
Partner | Toronto
Toronto: 416-863-2761
Areas of Expertise: Mergers & Acquisitions, Capital Markets, Corporate Governance, Shareholder Activism, Technology, Fintech
Partner | Vancouver
Vancouver: 604-631-3318
Areas of Expertise: Capital Markets, Mergers & Acquisitions, Corporate & Commercial, Corporate Governance, Mining, Equity Capital Markets, Forestry, Shareholder Activism, Pension Funds Investment, Investment Funds, Investment Vehicles, Mining Lending, Mining Streaming & Royalties, Credit Unions, Cannabis
Partner | Montréal
Montréal: 514-982-4005
Areas of Expertise: Capital Markets, Corporate Governance, Mergers & Acquisitions, Corporate & Commercial, Private Equity, Mining, Plan Nord, Equity Capital Markets, United States, Shareholder Activism, Mining Lending, Mining Streaming & Royalties, Mining M&A and Capital Markets, Cannabis
Partner | Toronto
Toronto: 416-863-3277
Areas of Expertise: Capital Markets, Corporate Governance, Mergers & Acquisitions, Investment Products & Asset Management, Cybersecurity, Fintech, Shareholder Activism
Partner | Calgary
Calgary: 403-260-9629
Areas of Expertise: Corporate Governance, Mergers & Acquisitions, Mining, Private Equity, Shareholder Activism, Capital Markets, Debt Capital Markets, Equity Capital Markets, Latin America, Energy, Mining Lending, Mining Streaming & Royalties
Partner | Toronto
Toronto: 416-863-3328
Areas of Expertise: Debt Capital Markets, Equity Capital Markets, Corporate Governance, Shareholder Activism, REITs, Enterprise Risk & Crisis Response
Associate | Toronto
Toronto: 416-863-4173
Areas of Expertise: Equity Capital Markets, Mergers & Acquisitions, Corporate Governance, Shareholder Activism
Partner | Toronto
Toronto: 416-863-2176
Areas of Expertise: Class Actions, Corporate Litigation, Arbitration, Securities Litigation, Shareholder Activism
Partner | Vancouver
Vancouver: 604-631-3345
Areas of Expertise: Mergers & Acquisitions, Capital Markets, Corporate Governance, Mining, Forestry, Africa, Joint Venture & Co-ownership Structuring, Mergers, Acquisitions & Divestitures, Latin America, Equity Capital Markets, Shareholder Activism, China, Mining Lending, Mining Streaming & Royalties, Mining M&A and Capital Markets, Major Projects
Partner | Toronto
Toronto: 416-863-4246
Areas of Expertise: Corporate Governance, Mergers & Acquisitions, Equity Capital Markets, Shareholder Activism
Partner | Calgary
Calgary: 403-260-9722
Areas of Expertise: Class Actions, Corporate Litigation, Securities Litigation, Construction Dispute Resolution, Insurance Litigation, Energy, Environmental, Construction, Insurance, Oil & Gas, Arbitration, Product Liability, Shareholder Activism
Partner | Vancouver
Vancouver: 604-631-3330
Areas of Expertise: Capital Markets, Mergers & Acquisitions, Mining, Equity Capital Markets, Shareholder Activism, Forestry, Life Sciences, Mining Lending, Mining Streaming & Royalties, Mining M&A and Capital Markets
Partner | Toronto
Toronto: 416-863-3876
Areas of Expertise: Arbitration, Corporate Litigation, Securities Litigation, Gaming, Construction, Construction Dispute Resolution, Shareholder Activism
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