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Shareholder Activism

Shareholder Activism
Shareholder Activism
Expertise / Practices / Shareholder Activism

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.

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Recent Experience
  • 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.