Governance Insights: 10 Trends that GCs and Boards Need to Know
Jan. 24, 2024 – The latest edition of Davies’ Governance Insights is now available. In this issue, we explore 10 important trends that will help general counsel and boards navigate the year ahead. In order to help you with your strategic and compliance planning, we discuss issues including the re-emergence of...
Dec. 07, 2023 – It has been one year since OpenAI released ChatGPT, arguably catalyzing today’s new wave of interest in AI. This surge of interest is driving substantial investments in AI technologies and a heightened urgency to address the use and regulation of AI. In today’s environment, where business teams...
As the Pandemic Abates, Activists Advance: Shareholder Activism Rebounds in Canada
Oct. 20, 2023 – Canadian shareholder activism continued its post-pandemic resurgence into the first half of 2023. Emerging trends include the “activist swarm,” where multiple—yet uncoordinated—activists converge on a single target with competing demands. Activism has also been on the rise in response to M&A...
Governance Insights: Charting a (Safe) Path Through the ESG Wilderness
June 08, 2023 – The rapid and growing recognition of the importance of accounting for ESG factors in strategic decision-making and corporate reporting has, perhaps predictably, been followed by a notable increase in anti-ESG sentiment and a questioning of the integrity of measures purported to advance...
Canada Imposes Forced and Child Labour Reporting Obligations
May 05, 2023 – The House of Commons has adopted Bill S-211, whose short title is Fighting Against Forced Labour and Child Labour in Supply Chains Act (the Bill). The Bill, which was adopted on May 3, 2023, will become law as soon as it receives royal assent and will enter into force on January 1, 2024. The...
OBCA Changes Could Be Used to Restrict Shareholder Rights
Apr. 28, 2023 – The Ontario government introduced an omnibus bill (Bill 91) on April 3, 2023 that proposes both welcome and concerning amendments to the Ontario Business Corporations Act ’s (OBCA) regulation of shareholder meetings. The inclusion of a provision that authorizes corporations to limit the manner...
Governance Insights: Trends and Developments in Diversity
Apr. 21, 2023 – Davies Governance Insights analyzes the top trends and issues most important to Canadian public companies and provides practical guidance for boards to meet these challenges head on. In the 2020 edition of Davies Governance Insights , we highlighted how boards and senior management should be...
Bloomberg Ranks Davies as Leading Canadian Legal Adviser for Activists
Jan. 06, 2023 – Davies is proud to be the #1 Canadian law firm for activist-side mandates based on value of activist stake and the #1 Canadian law firm based on aggregate target market cap in Bloomberg ’s 2022 Global Activism League Tables. Thanks are due to our clients for entrusting us with their most...
Poonam Puri Receives Peter Dey Achievement in Governance Award
Nov. 23, 2022 – Poonam Puri , Davies Affiliated Scholar, has received the 2022 Peter Dey Governance Achievement Award from the Governance Professionals of Canada. This prestigious award recognizes an individual who has positively impacted governance and contributed to transforming the way that Canadian companies...
Davies Governance Insights – September 2022
Sept. 06, 2022 – Davies Governance Insights analyzes the top trends and issues most important to Canadian public companies and provides practical guidance for boards to meet these challenges head on. In this edition: Ten Regulatory and Judicial Developments That GCs and Boards Need to Know examines key...
Corporate Transparency: What’s Happening Across Canada?
July 12, 2022 – Recent amendments to the Canada Business Corporations Act (CBCA) will require private corporations to report information regarding individuals with significant control to Corporations Canada. These amendments form part of the federal government’s long-term corporate transparency objective to...
10 Years After: The Proxy Contest at Pacific Railway Reverberates to This Day
June 09, 2022 – In this article originally published in Insightia Monthly , Patricia Olasker and Aaron Atkinson , who acted on opposing sides of the Pershing Square/Canadian Pacific proxy contest, reflect on the lasting impact of the landmark event a decade on. Download the article .
If It Ain’t Broke… Davies Comments on Draft Capital Markets Act
Feb. 25, 2022 – Davies has submitted a comprehensive comment letter on a new Capital Markets Act (CMA) proposed by the Ontario Ministry of Finance, on the recommendation of the Capital Markets Modernization Taskforce, to replace the Ontario Securities Act . Although some modifications to Ontario securities law...
Bloomberg Ranks Davies No. 1 Activism Legal Adviser for Canadian Companies
Jan. 07, 2022 – Topping the list, Davies had more Canadian-company engagements than any other firm according to Bloomberg ’s 2021 Activism Advisory Rankings. We also achieved the following results: At #10, the only Canadian firm on the top 17 Global Legal Advisers – Company list At #7, the only...
Québec Enacts New Corporate Transparency Rules
Aug. 16, 2021 – The National Assembly of Québec has assented to Bill 78, An Act mainly to improve the transparency of enterprises . As its name indicates, Bill 78 aims to increase the transparency of enterprises operating in Québec as part of a wave of international efforts directed at countering tax fraud,...
Canadian Mergers & Acquisitions: A Guide for Foreign Investment Banks and Bidders, 9th Edition
June 01, 2021 – Davies’ Canadian Mergers & Acquisitions draws on our multijurisdictional M&A experience to offer clear guidance on both the legal framework and the practical aspects of Canadian mergers and acquisitions, including critical tax and regulatory considerations. The recently updated guide is a...
Start Your (Little) Engines: Activist Investor Wins Exxon Board Seats
June 01, 2021 – Against a backdrop of numerous recent key climate announcements, May 26, 2021, marked a bad day for Big Oil. Engine No. 1, an activist investor with a keen Environmental, Social and Governance focus, won at least 2 of 12 seats on ExxonMobil’s board in a proxy fight. Royal Dutch Shell was ordered...
OECD Report: The Role of Corporations in Fighting White Collar Crime Enablers
Apr. 12, 2021 – The Organisation for Economic Co-operation and Development (OECD) published a report in February 2021 titled “Ending the Shell Game: Cracking Down on the Professionals Who Enable Tax and White Collar Crimes” (Report), which highlights the role that “professional enablers” play in the commission of...
BlackBerry Minority Shareholder Forces Changes to Related Party Transactions with Fairfax
Oct. 15, 2020 – BlackBerry Ltd. completed an amended debt refinancing transaction with its significant shareholder Fairfax Financial Holdings Limited (Fairfax), on September 1, 2020, after having made changes to the transaction terms on two separate occasions. These included downsizing the financing from US$535...
Governance in a Nascent Industry: Lessons from Canada’s “Green Rush”
Oct. 05, 2020 – In the two years that have passed since Canada became the first industrialized country to legalize recreational cannabis use, the industry has experienced unprecedented levels of growth and interest, a phenomenon widely referred to as Canada’s “Green Rush.” Such rapid development, however, has not...
ESG and Climate Change in the Shadow of COVID-19: “E,” “S” & G Are Here to Stay
Oct. 05, 2020 – In this chapter, we outline the significant developments that have taken place over the last year regarding the alignment and harmonization of the leading climate disclosure frameworks with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). We discuss the major...
Beyond Gender: Diversity and Inclusiveness Now and Going Forward
Oct. 05, 2020 – Over the past five years, Canadian public companies have been largely focused on improving gender diversity. Some progress has been made, including in increasing the number of women holding director and senior executive positions. Recent events, however, have taken the discussion beyond gender,...
Executive Decisions: Compensation Trends In and Outside of Times of Crisis
Oct. 05, 2020 – The reasonableness of executive compensation arrangements has long been a contentious issue. The COVID-19 pandemic has accelerated pre-existing trends and introduced new challenges, including increased concerns about the widening pay gap between executives and the average Canadian employee, as...
Let’s Take This Online: Virtual Shareholders’ Meetings in 2020 and Beyond
Oct. 05, 2020 – In Canada, virtual shareholders’ meetings began growing in popularity in 2019. A year later, they have become the new normal in a period devoid of normalcy. In this chapter, we explore how the COVID-19 pandemic has changed the landscape of annual shareholders’ meetings, and discuss key...
Shareholder Activism Abates, but Not for Long: Significant Activity and Developments in 2020
Oct. 05, 2020 – By the start of 2020, shareholder activism had become a fixture in Canadian capital markets. Although activism levels had been declining to some degree in recent years, most public companies are now conditioned to the reality that an activist could emerge at any time; the breadth of activism has...
Navigating Financial Distress: Key Considerations for Directors
Oct. 05, 2020 – The emergence of COVID-19 fundamentally reshaped our economy and the way we do business in a matter of weeks. These changes are likely to continue as the pandemic runs its course. The stresses and uncertainty brought on by the pandemic have led to unprecedented economic disruption, including to...
Risky Business: The Board’s Role in Enterprise Risk Management
Oct. 05, 2020 – The swift and varied responses to the COVID-19 pandemic are directly shaping how companies view and manage risk. One of the most significant and lasting corporate governance implications of COVID-19 will be its impacts on boards’ oversight role of issuers’ enterprise risk management (ERM)...
Oct. 05, 2020 – Special committees have increasingly been used by corporate boards since they first emerged during the wave of M&A activity in the 1980s as a way to manage conflicts of interests. Special committees, which are typically subcommittees of an entity’s board comprised of independent directors and...
Davies Governance Insights 2020
Oct. 05, 2020 – Davies Governance Insights 2020 provides a comprehensive analysis of the trends and developments that have shaped the corporate governance landscape and those that are expected to define the next decade. Against the backdrop of the COVID-19 crisis, this year’s report explores key issues for...
Davies Highlights Concerns with Proposals to Modernize Ontario’s Capital Markets
Sept. 09, 2020 – Davies has submitted a comprehensive comment letter to the Capital Markets Modernization Taskforce (Taskforce) in response to the consultation report published by the Taskforce on July 9, 2020 (Report). The Taskforce was formed by the Ontario government in February 2020 with a mandate to review...
Patricia Olasker Speaks to M&A by Reorg on Possible Activist Push for More Mining M&A
June 22, 2020 – With deal-making in the global mining sector continuing amid COVID-19, M&A by Reorg (available to subscribers) featured Patricia Olasker for her insights on a possible push for more consolidation by activist investors once the pandemic subsides – and the challenges the current climate may...
Aaron Atkinson Discusses the Future of Hostile Bids with The Globe and Mail
June 18, 2020 – Following the recent publication of Davies’ report, The Hostile Bid Is Dead. Long Live the Hostile Bid? , The Globe and Mail featured partner and author Aaron Atkinson for his insights on what lies ahead for Canadian public M&A activity in the post-pandemic world. The Davies report indicates...
The Hostile Bid Is Dead. Long Live the Hostile Bid?
June 15, 2020 – With much of the world focused on the immediacy of the COVID-19 pandemic, including its heavy human and economic toll, we have cast our eyes optimistically on the (near, we hope) future when companies regain sufficient confidence to re-enter the public M&A market in large numbers. Although...
Canadian Directors Should Heed Recent U.S. Caremark Litigation
June 05, 2020 – Over the past year there has been a noticeable uptick in claims permitted by Delaware courts alleging a failure by directors to make a good faith effort to monitor corporate operations – otherwise known as a Caremark claim. 1 A Caremark claim is founded on the principle that directors have,...
May 27, 2020 – Preventing corruption is a day-to-day challenge that requires society as a whole to become aware of the necessity to foster a real cultural shift. Although legislation and internal policies remain essential, they are not sufficient to prevent corruption. They must be supplemented by a genuine...
Canadian Government’s Proposed Extension of Time Limits Due to COVID-19
May 27, 2020 – As part of the federal government’s response to the COVID-19 pandemic, the Department of Finance recently published a draft legislative proposal , the Time Limits and Other Periods Act (COVID-19) (Proposal), that, if implemented, would provide for an automatic six-month suspension of time limits...
Directors’ Duties and Governance Best Practices in Response to COVID-19
Mar. 30, 2020 – The COVID-19 pandemic is presenting many unique challenges to directors in their efforts to strike the right balance between fulfilling their oversight responsibilities and allowing management to run the day-to-day operations. Finding this balance can be difficult for directors as the impact of...
Let’s Get Practical: Moving to Virtual AGMs in Response to COVID-19
Mar. 23, 2020 – As the COVID-19 global health pandemic continues, companies are having to respond to a constantly evolving situation. For Canadian and U.S. public companies, this includes having to make quick decisions about when and how to hold their 2020 annual shareholder meetings (AGMs), while at the same...
Patricia Olasker Discusses Challenges Facing Corporate Boards with Lexpert Magazine
Feb. 28, 2020 – In an article in its 2020 Special Edition: Finance and M&A , Lexpert featured Patricia Olasker’s insights on what company boards need to consider in the age of multiple stakeholder interests and the ever-expanding role of the board in supervising corporate conduct. The “big sea change in the...
Feb. 27, 2020 – The Ontario Securities Commission recently released its reasons in In the Matter of The Catalyst Group Inc. in respect of the privatization proposal for Hudson’s Bay Company (HBC) by a group of majority shareholders led by HBC executive chairman Richard Baker. The decision highlights the...
Davies Ranked Top Canadian Adviser by Value in Bloomberg’s Activism League Tables
Jan. 20, 2020 – Davies has ranked as the top Canadian adviser to activists and companies by stake value in Bloomberg’s inaugural Activism Advisory League Tables. The rankings reflect our status as a leading Canadian adviser to both activist investors and target companies in big-ticket situations. Recent notable...
Aaron Atkinson Highlights Need for Improved Corporate Communications in Globe and Mail Op-ed
Jan. 02, 2020 – In an op-ed published in The Globe and Mail , Davies partner Aaron Atkinson sets out communications strategies that boards and management teams can adopt to avoid corporate scandal and promote better decision-making. Read the full article .
Dec. 20, 2019 – On December 19, 2019, the Ontario Securities Commission issued an order requiring Hudson’s Bay Company (HBC) to postpone its shareholders’ meeting called to consider a privatization proposal by a group of majority shareholders led by HBC executive chairman Richard Baker and to amend its information...
Canadian Securities Authorities Address Cannabis Issuers’ Conflicts of Interest
Nov. 13, 2019 – Staff of the securities regulatory authorities in Ontario, British Columbia, Québec, New Brunswick, Saskatchewan, Manitoba and Nova Scotia (collectively, Staff) has released CSA Multilateral Staff Notice 51-359 ‒ Corporate Governance Related Disclosure Expectations for Reporting Issuers in the...
Patricia Olasker Interviewed by Activist Insight on Activist Investor Paul Hilal
Oct. 28, 2019 – Activist Insight Monthly recently interviewed Patricia Olasker for an article on the campaigning history and style of activist investor Paul Hilal of Mantle Ridge, with whom Davies has worked since Paul’s campaign involving Canadian Pacific Railway. Patricia commented that although Hilal’s...
What’s Next for Public Companies? Becoming a “Next Generation” Governance Organization
Oct. 03, 2019 – In this final chapter, we discuss how boards and senior management might respond to the ever-changing environments in which their companies operate, to maximize their viability and profitability in the near, medium and long terms. What does a “next generation” governance organization look like? We...
Innovative Tools for Convenient and Transparent Disclosure and Effective Engagement
Oct. 03, 2019 – Market participants are increasingly calling on public companies to provide more transparent and convenient information. In this chapter, we explore how Canadian public companies can meet these expectations by making their communication (including and beyond traditional continuous disclosure...
Shareholder Proposals in the United States and Canada
Oct. 03, 2019 – Shareholder proposals have long been an effective tool for investors to raise environmental, social and governance issues and foster engagement with a public company. That said, compliance with the shareholder proposal regime can impose costs and burdens on companies. For years, the U.S. ...
Navigating Gender Diversity in 2019
Oct. 03, 2019 – Canadian public companies remain under sustained pressure to improve gender diversity. In this chapter, we provide a snapshot of the current state of gender diversity among Canadian public companies, which reveals meaningful progress on a number of diversity-related metrics. We also explore how...
In Focus: Building High-Performing Boards
Oct. 03, 2019 – Building a high-performing board of directors has never been more important and more complex. The rise in shareholder activism, the increased scrutiny over environmental, social and governance issues and their oversight, and the growth of disruptive technologies are only a few of the reasons...
Short Selling in Canada: A New Avenue for Investor Activism
Oct. 03, 2019 – Over the past few years, short-seller activism has grown from a “low profile affair” to a major challenge for securities regulators and governing boards – and Canadian markets are no exception. In many cases, the consequences of a short-selling activism campaign for a company can be profound: a...
Shareholder Activism: 2019 Trends and Major Developments
Oct. 03, 2019 – While 2019 to date has witnessed fewer proxy contests in Canada compared with the corresponding period in 2018, activity increased in some industries, notably the resource sector, to levels not seen since 2015. We have also observed a number of important developments, including some that may be...
Climate Change and Sustainability: New Standards for Sustainability Reporting and Disclosures
Oct. 03, 2019 – In Davies Governance Insights 2018 , we discussed the growing environmental, social and governance (ESG) movement and the trend toward increased reporting and disclosure of sustainability-related issues, including climate change and its related risk management by reporting issuers. In 2018 and...
CBCA Reforms: Canadian Government Codifies Corporate Governance Practices
Oct. 03, 2019 – In 2019, the Canadian federal government enacted several important reforms to the Canada Business Corporations Act (CBCA) that reflect its increased focus on corporate governance best practices. In this chapter, we explore key areas in which the amendments will affect Canadian public companies,...
Davies Governance Insights 2019
Oct. 03, 2019 – Davies Governance Insights 2019 is a comprehensive report that analyzes the governance trends and issues most important to Canadian public companies. Now in its ninth edition, Governance Insights is designed to be a playbook for navigating the diverse and complex challenges facing today’s...
Aug. 27, 2019 – The Business Roundtable, an association of CEOs of major U.S. corporations, recently issued its “Statement on the Purpose of the Corporation. ” The statement underscores the Business Roundtable’s commitment to all stakeholders of corporations, including their customers, employees, suppliers,...
Canadian Securities Regulators Provide Guidance on Climate Disclosure
Aug. 08, 2019 – In recent years, awareness of the potential impacts of climate change on issuers has heightened both in Canada and internationally. As the risks of, and potential opportunities associated with, climate change become better understood, investors and other stakeholders continue to press for greater...
Patricia Olasker Speaks About Shareholder Activism in Canada on The Activist Insight Podcast
June 27, 2019 – In an interview with The Activist Insight Podcast , Patricia Olasker speaks about the current climate of shareholder activism in Canada – most notably in the cannabis and mining sectors – and how companies can defend themselves against short-selling attacks. While the nascent cannabis industry...
The (Not So) Long Arm of the OSC: Commission Declines Jurisdiction in Public Interest Dispute
June 07, 2019 – In declining jurisdiction in a proceeding initiated by an activist shareholder, the Ontario Securities Commission (OSC) articulated its approach to long-arm regulation. The recently released reasons in In the Matter of Mangrove Partners and In the Matter of TransAlta Corporation 1 provide new...
Playing Fair in a Post-InterOil World: Market Practice in Fairness Opinions
May 21, 2019 – The following article was originally published in our 2019 Canadian Capital Markets Report . Read the complete report . The provision of fairness opinions in M&A transactions remains an area of evolving practice in Canada following the Yukon Court of Appeal’s 2016 decision in InterOil...
May 06, 2019 – A recent decision of the British Columbia Supreme Court in Russell v Synex International Inc. ( Synex ) validated a dissident’s floor nomination and the subsequent election of an entirely new board. Notably, the dissident cast his votes using the authority given to him by shareholders who...
Significant Amendments to CBCA Proposed in 2019 Federal Budget
Apr. 24, 2019 – The 2019 federal budget, announced on March 19, 2019, includes significant proposed changes to the Canada Business Corporations Act (CBCA). The proposed amendments include: codification of key elements of the 2008 decision of the Supreme Court of Canada (SCC) in BCE Inc. v 1976...
Patricia Olasker Discusses Shifting Trends in Cannabis Activism with Corp Gov
Apr. 05, 2019 – In an interview with Corp Gov , Davies partner Patricia Olasker shared her predictions on how she expects activism and dealmaking activity in the cannabis industry to evolve over the next year and the types of companies that might find themselves in the crosshairs. Patricia points out that...
New SEC Rule Mandates Disclosure of Hedging Policies of SEC Registrants
Mar. 05, 2019 – A new rule of the U.S. Securities and Exchange Commission (SEC) will become effective on March 8, 2019, which will require SEC registrants (other than foreign private issuers) to disclose in their proxy or information statements any practices and policies regarding the ability of their employees,...
Canadian Court Awards Significant Premium to Negotiated Deal Price in Determining “Fair Value”
Feb. 27, 2019 – Note: On March 18, 2019, ExxonMobil filed a notice of appeal to the Yukon Court of Appeal. We will be watching the progress of the appeal and will report on the decision once it is released. The 2017 acquisition of InterOil by ExxonMobil continues to generate cases of interest to M&A...
Private Federal Corporations Must Track Controlling Shareholders Beginning in June 2019
Feb. 22, 2019 – Bill C-86 introduces significant changes to the Canada Business Corporations Act (CBCA) that will come into effect on June 13, 2019. Corporations governed by the CBCA (excluding corporations that are reporting issuers or are listed on a “designated stock exchange” as defined in the Income Tax...
OSC Announces Stakeholder Consultation on Burden Reduction
Jan. 16, 2019 – The Ontario Securities Commission (OSC) recently published OSC Staff Notice 11-784: Burden Reduction (OSC Staff Notice 11-784), seeking input from stakeholders on ways to reduce regulatory burden for issuers, registrants, investors and other market participants. OSC Staff Notice 11-784 is the...
Davies Welcomes New Partner Aaron Atkinson
Dec. 03, 2018 – Davies is pleased to announce that Aaron Atkinson has joined Davies as a partner in our Toronto office. Aaron brings nearly 20 years of experience advising clients across industry sectors in domestic and cross-border M&A transactions, corporate finance, capital markets and securities, and...
Oct. 19, 2018 – Davies Governance Insights 2018 is cited in a Globe and Mail article about shareholder activism in the cannabis industry, as part of its Cannabis Professional series. The article cites the subsection of the Davies’ report, “Activism in the Cannabis Space: The Next Weed War?,” which warns...
Davies Governance Insights 2018
Oct. 03, 2018 – Davies’ annual Governance Insights reports analyze the top governance trends and issues important to Canadian boards, senior management, in-house counsel and governance observers. In the 2018 edition, we shine the spotlight on the following issues that shaped the corporate governance landscape...
Apr. 13, 2018 – On April 12, 2018, the Canadian Securities Administrators (CSA) published Staff Notice 61-303 and Request for Comment – Soliciting Dealer Arrangements (the Notice) outlining issues identified by staff in respect of the use of soliciting dealer arrangements in proxy contests and corporate...
SEC Rulemaking Developments in 2017
Apr. 12, 2018 – Within the first hundred days of taking office, President Trump reiterated his commitment to scaling back existing financial regulations. In February 2017, President Trump signed into law Congress’s repeal of the extractive industry transparency rules adopted by the U.S. Securities and Exchange...
FAST Act Modernization and Simplification of Regulation S-K
Apr. 12, 2018 – Securities disclosure requirements in the United States are complex, and compliance can be a challenge. Compliance with Regulation S-K, which contains requirements applicable to the content of the non-financial statement portions of certain registration statements, annual reports and other ...
SEC Filings Must Include Hyperlinks to Exhibits and Be in HTML Format
Apr. 12, 2018 – New rules of the U.S. Securities and Exchange Commission (SEC) that require exhibits to be hyperlinked in most SEC filings became effective on September 1, 2017. Under the new rules, registrants that are filing a registration statement or current report that is subject to the exhibit...
Inline XBRL Filing of Tagged Data
Apr. 12, 2018 – A company that prepares its financial statements in accordance with U.S. generally accepted accounting principles (GAAP) or International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and files with the U.S. Securities and Exchange Commission (SEC)...
SEC Guidance on Pay Ratio Disclosure
Apr. 12, 2018 – On September 21, 2017, the U.S. Securities and Exchange Commission (SEC) adopted interpretive guidance to assist domestic reporting companies in their efforts to comply with the pay ratio disclosure required by item 402 of Regulation S-K under the Securities Act of 1933 , as amended. On the same...
SEC Approves an NYSE Rule Amendment Prohibiting Release of Material News After Market Close
Apr. 12, 2018 – On December 4, 2017, the U.S. Securities and Exchange Commission (SEC) approved a New York Stock Exchange (NYSE) rule amendment – revised Rule 202. 06 – prohibiting NYSE-listed companies from releasing material news after the NYSE’s official trading closing time (NYSE Closing Time) until the...
Weed Wars Part III: The Joint Actor Issue
Mar. 23, 2018 – In the recently released joint reasons of the Ontario and Saskatchewan securities commissions in In the Matter of Aurora Cannabis Inc. in respect of the unsolicited takeover bid by Aurora Cannabis Inc. for all the shares of CanniMed Therapeutics Inc., the commissions considered when a bidder and...
Weed Wars Part II: Tactical Poison Pills and Lock-up Agreements in Hostile Bids
Mar. 20, 2018 – The Ontario and Saskatchewan securities commissions recently released joint reasons in In the Matter of Aurora Cannabis Inc. in respect of the unsolicited takeover bid by Aurora Cannabis Inc. for all the shares of CanniMed Therapeutics Inc. and CanniMed’s adoption of a shareholder rights plan...
Feb. 02, 2018 – As noted in our bulletin TSX Amends Disclosure Requirements , effective April 1, 2018, TSX-listed issuers other than Eligible Interlisted Issuers, Eligible International Interlisted Issuers and Non-Corporate Issuers will be required to have posted to their publicly accessible website current...
Weed Wars: Securities Commissions Weigh In on Aurora/CanniMed Hostile Bid
Jan. 03, 2018 – After a joint hearing in mid-December, the Ontario and Saskatchewan securities commissions released identical orders in respect of the unsolicited take-over bid by Aurora Cannabis Inc. for the issued and outstanding common shares of CanniMed Therapeutics Inc. and CanniMed’s use of a shareholder...
Patricia Olasker and Poonam Puri Write on Shareholder Activism in M&A Transactions
Dec. 19, 2017 – In an article published in Listed Magazine , Patricia Olasker and Poonam Puri examine how shareholder activism has been increasingly affecting Canadian public company board decisions and M&A outcomes. The authors provide recent examples to illustrate the various ways in which shareholder...
Canada Repeals Facilitation Payments Exception in Corruption of Foreign Public Officials Act
Oct. 30, 2017 – The Canadian government announced on October 30, 2017, that it is repealing the exception for “facilitation payments” to the offence of bribery under the Corruption of Foreign Public Officials Act (CFPOA). The CFPOA is Canada’s principal legislation combatting bribery of foreign public officials...
Forty-nine Davies Lawyers Recognized in Who’s Who Legal: Canada
Oct. 24, 2017 – Law Business Research’s Who’s Who Legal: Canada 2017 names 49 Davies partners as leading lawyers, including eight Most Highly Regarded practitioners, across 18 different practice areas. Who’s Who Legal nominees are selected on the basis of comprehensive, independent surveys conducted among...
TSX Amends Disclosure Requirements
Oct. 23, 2017 – The Toronto Stock Exchange (TSX) has adopted amendments to the TSX Company Manual that require listed issuers to post certain corporate governance documents on their websites and alter, in certain respects, the disclosure relating to security based compensation arrangements required to be...
Davies Governance Insights 2017
Oct. 02, 2017 – Davies Governance Insights 201 7 provides analysis of the top governance trends and issues important to Canadian boards, senior management and governance observers. The 2017 edition provides readers with Davies’ take on important topics ranging from shareholder engagement and activism to...
Boards Beware: Regulators Actively Monitoring Related Party Transactions
July 31, 2017 – On July 27, 2017, staff of the Ontario, Québec, Alberta, Manitoba and New Brunswick securities regulatory authorities offered guidance on the role of boards and special committees and on their process and disclosure obligations in conflict of interest transactions. 1 The Notice is helpful in that...
Patricia Olasker Quoted in Lexpert About the OSC’s Eco Oro Decision
July 31, 2017 – Davies partner Patricia Olasker was quoted in a Lexpert article about the Ontario Securities Commission’s (OSC’s) decision that found Eco Oro Minerals Corporation was using questionable tactics in blocking a proxy challenge. Patricia, who has written on this topic , told Lexpert that the...
Canada’s Top Court Rules on Personal Liability of Directors for Oppression
July 18, 2017 – On July 13, 2017, the Supreme Court of Canada issued its decision in Wilson v. Alharayeri ( Alharayeri ). The decision sounds an important cautionary note to directors concerning the potential consequences of engaging in conduct that is improper or defeats the reasonable expectations of...
Second Opinions Still the Exception
July 11, 2017 – In an article published in Listed Magazine , Patricia Olasker and Poonam Puri discuss the impact of the Yukon court’s ruling on fairness opinions and trends that have become evident since the court’s decision. Patricia and Poonam point out that since the court’s decision, there have been...
July 05, 2017 – The Ontario Securities Commission’s (OSC) reasons in In the Matter of Eco Oro Minerals Corp. were recently released, providing important guidance regarding private placements of voting securities in the context of proxy contests and articulating the OSC’s views on the public interest in...
Shareholder Activism and Proxy Contests: Issues and Trends
June 06, 2017 – Shareholder activism – in the form of both headline-grabbing proxy contests and the new, quieter engagement between boards and shareholders – has been on an upward trend in Canada for the past 10 years. It is now a permanent feature on the corporate landscape, reflecting the increased focus of...
New Deal Rules Don’t Shake the Industry, Bringing Little Change in the Number of Hostile Bids
May 18, 2017 – The Financial Post recently published an article outlining findings in a report by Davies affiliated scholar Poonam Puri and Kingsdale’s Hooman Tabesh about the effect of the CSA’s takeover bid rules enacted in May 2016. Poonam and Hooman analyzed the number of deals that became hostile in...
Davies Earns Top Marks in The Canadian Legal Lexpert Directory 2017
May 05, 2017 – The Canadian Legal Lexpert Directory 2017 has recognized 91 Davies lawyers as leading practitioners, with 33 achieving the highest ranking of Most Frequently Recommended in at least one area of specialization. Our firm is also recognized as Most Frequently Recommended in 16 practice areas. ...
Mar. 31, 2017 – History was made yesterday when the shareholders of Toronto-Dominion Bank (TD Bank) narrowly approved a shareholder proposal asking the board of directors to take the necessary steps to adopt a “proxy access” bylaw. The proposal, which mirrors another proposal submitted by the same shareholder to...
SEC Adopts Final Rule Shortening Settlement Cycle to T+2
Mar. 28, 2017 – On March 22, 2017, the U.S. Securities and Exchange Commission (SEC) adopted a final rule amending Rule 15c6-1(a) under the U.S. Securities Exchange Act of 1934 to shorten the standard settlement cycle from three to two business days (i.e., from T+3 to T+2) for most broker-dealer securities...
Public Company Disclosure in the Age of Social Media: A Canadian Perspective
Mar. 14, 2017 – Could your company ’ s next tweet or post violate Canadian securities rules? The answer may be yes, according to a Canadian Securities Administrators (CSA) report on a review of social media practices conducted by the regulatory authorities in Alberta, Ontario and Québec. Businesses are...
Fintech TIO Networks to Be Acquired by PayPal for C$304 Million
Mar. 09, 2017 – Davies advised the Special Committee of the board of directors of TIO Networks Corp., a leading North American cloud-based multi-channel bill payment processor, in its acquisition by PayPal Holdings, Inc. TIO accelerated PayPal’s entry into bill payments with 14 million consumer bill pay accounts,...
InterOil Take 2: Yukon Court Doubles Down on Requirement for Fixed-Fee Financial Adviser Engagements
Mar. 03, 2017 – On February 20, 2017, the Yukon Supreme Court approved ExxonMobil Corporation’s second attempt to acquire InterOil Corporation through a plan of arrangement. This is the second iteration of the acquisition transaction following the Yukon Court of Appeal ’ s rejection of the initial transaction...
SEC Rulemaking Developments 2016
Feb. 16, 2017 – The U.S. Securities and Exchange Commission (SEC) had a busy rulemaking year in 2016. As part of its Disclosure Effectiveness Initiative launched at the end of 2013, the SEC continued to propose and adopt rules that are intended to improve and modernize the disclosure requirements for reporting...
If Pills Are Out, Are Private Placements In?
Jan. 12, 2017 – Canada’s new takeover bid regime got its first serious test with Hecla Mining’s attempted hostile takeover of Dolly Varden Silver. Under the new takeover bid rules, poison pills as a bid defence may soon be a thing of the past, to be replaced by private placements as the defensive tactic of choice...
Yukon Appeal Court’s InterOil Decision Based on Cold, Hard and Questionable Facts
Dec. 02, 2016 – Background A recent court decision from the Yukon has grabbed the attention of financial advisers and mergers and acquisition practitioners, raising questions about established market practices in M&A transactions, particularly with respect to fairness opinions. In a decision rendered on...
Davies Governance Insights 2016
Nov. 14, 2016 – Davies Governance Insights 2016 provides analysis of the top governance trends and issues important to Canadian boards, senior management and governance observers. The 2016 edition provides readers with our take on important topics ranging from shareholder engagement and activism to leadership...
Oct. 04, 2016 – On September 28, 2016, the federal government introduced Bill C-25 in Parliament, proposing significant amendments to the Canada Business Corporations Act (CBCA) (the Proposed Amendments). If adopted, the Proposed Amendments will impose obligations on reporting issuers (and other distributing...
Closing the Loop: Voluntary Meeting Vote Reconciliation Protocols Proposed for 2017 Proxy Season
May 02, 2016 – The Canadian Securities Administrators (CSA), in aiming to improve the accuracy, reliability and accountability of the system by which votes are counted at shareholders’ meetings, has proposed and is seeking comment on a set of voluntary meeting vote reconciliation protocols. Four protocols are...
10 Questions with Patricia Olasker – The Activist Report
Apr. 12, 2016 – In an interview with 13D Monitor’s The Activist Report , Davies partner Patricia Olasker discusses Canadian shareholder activism and corporate governance issues. The wide-ranging conversation covers the advantages and disadvantages of activism in Canada, universal proxies, the controversy over...
Shareholder Engagement – ICD Provides Guidance for Canadian Companies
Mar. 10, 2016 – On March 7, 2016, the Institute of Corporate Directors (ICD), a not-for-profit director association consisting of more than 10,000 members across Canada, published guidance to help boards of Canadian public companies develop a shareholder engagement approach to corporate governance. Recent...
SEC Rulemaking Developments in 2015
Feb. 22, 2016 – The U.S. Securities and Exchange Commission (SEC) had a busy rulemaking year in 2015. Consistent with the reforms that began in 2012 with the Jumpstart Our Business Startups Act , Congress and the SEC continued their push to improve access to capital across the spectrum of issuers – from small...
Davies Governance Insights 2015
Dec. 29, 2015 – This fifth annual edition of Davies Governance Insights presents our analysis of the important trends and developments in corporate governance for Canadian public companies during 2015. Our report provides guidance for boards and senior management of public companies and their investors on...
Debate over Majority Voting Issues Draws National Media Attention
Nov. 16, 2015 – In articles published in The Globe and Mail and National Post , Davies partner Jennifer Longhurst comments on the controversies around “exceptional circumstances” and “enhanced quorums” in majority voting policies adopted by Canadian issuers under the TSX ’ s majority voting...
Leading-Edge Practices in Subsidiary Governance
June 17, 2015 – At a recent presentation at the Davies Academy for Continuing Professional Development, Davies partner Luis Sarabia and Davies affiliated scholar Poonam Puri discussed recent legal proceedings in which courts have been asked to hold parent companies directly liable in negligence for the actions of...
U.S. Supreme Court’s Opinion on Opinions: They Do Matter
May 11, 2015 – On March 24, 2015, the U.S. Supreme Court issued its decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund 1 regarding an issuer’s liability under Section 11 of the U.S. Securities Act of 1933 (Securities Act) for statements of opinion or belief contained...
DuPont’s Not “Broken,” But a Little Change Could Do It Good - The Globe and Mail
May 09, 2015 – Davies partner Patricia Olasker is quoted in an article that discusses recent instances of shareholder activism .
Blowing the Whistle on the Whistleblower Program
May 08, 2015 – Davies has submitted a letter to the Ontario Securities Commission (OSC) commenting on Staff’s framework for a proposed Whistleblower Program. The Whistleblower Program would be the first of its kind for Canadian securities regulators and only the second whistleblower program in Canada to offer a...
2015 Federal Budget Promises to Modernize Corporate Governance Framework for CBCA Companies
Apr. 21, 2015 – Gender Diversity “Comply or Explain” Disclosure Required The federal government announced today as part of its 2015 budget that the 2015 Economic Action Plan will include proposed amendments to the Canada Business Corporations Act (CBCA) to promote gender diversity in public companies, using...
CSA Provides Guidance to Mining Issuers on Investor Presentations Posted to Websites
Apr. 17, 2015 – On April 9, 2015, the Canadian Securities Administrators released Staff Notice 43-309 (the Notice), setting out Staff’s views regarding investor presentations posted to the websites of mining issuers. The Notice provides practical information to assist mining issuers (mostly at the pre-production...
50-10-120: A New Code for Hostile Bids
Mar. 31, 2015 – Please note: An updated and more comprehensive discussion of this topic is available in Canadian Securities Regulators Chart New Course for Regulation of Hostile Take-over Bids . The Canadian Securities Administrators (CSA) published today for comment proposed rules to implement previously...
Davies Governance Insights 2014
Oct. 28, 2014 – We are pleased to share with you Davies Governance Insights 2014 , the fourth edition of our annual analysis of important trends and developments in corporate governance for Canadian public companies during 2014. In Directors and Boards , we note that the gender profile of boards reveals a...
Discussion Paper: The Quality of the Shareholder Vote in Canada
Oct. 22, 2010 – Reason for the Paper As a firm, we have extensive experience with shareholder meetings. Some of these meetings are routine, others involve proxy battles, the approval of important transactions or votes on governance matters such as shareholder rights plans or stock option plans. Together with...
