Blakes has a dedicated Shareholder Activism group, comprised of some of the country’s leading experts in securities law, corporate governance and regulation, litigation, and executive compensation.
The scope of our practice includes advising public companies and their boards, special committees and management when assessing risks and devising strategic responses. We also advise shareholders when considering and pursuing strategic options.
Shareholder engagement can take various forms, from private engagement to public criticism, shareholder proposals, requisitioned meetings and proxy contests. Our lawyers specialize in advising on:
Initiating and responding to proxy contests for board control
Board governance, effectiveness, composition and fiduciary duties
Shareholder engagement strategies and policies
Regulation governing proxy contests and shareholder communications
Responses to shareholder proposals and corporate record demands
Special committee composition and engagement
Internal investigations, government investigations and hearings
Soliciting dealer engagements
Campaigns focused on environmental, social and governance (ESG) and other emerging risk management trends and issues
Related-party transactions
Strategic planning and advance preparation can assist issuers in understanding and defending against shareholder campaigns. When facing a possible proxy contest, our proactive approach involves engaging in an advance review process so our clients can move quickly, decisively and effectively.
We have been at the forefront of emerging trends in shareholder engagement, leveraging strong, longstanding relationships with leading investor relations firms, proxy solicitation firms and media relations specialists. We are also well positioned to assist with investor relation programs as well as media and communication plans.
The independant directors of Turquoise Hill Resources Ltd. on various matters.
Mangrove Partners in connection with its investment in TransAlta Corporation.
Porchlight Equity Management LLC in connection with a proxy fight for DavidsTEA Inc.
Element Fleet Management Corp. on shareholder activism and governance matters in connection with its 2018 shareholders’ meeting.
Nerium Biotechnology Inc. on shareholder activism and governance matters.
Bill Wells and Greg Gubitz, former senior executives of Biovail Corporation, on their successful shareholder activism resulting in board and management changes at Bioniche Inc.
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
