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...
Shareholder Activism and Proxy Contests: Issues and Trends in 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 shareholders, boards of directors, regulators and other market participants on corporate governance and shareholder democracy.
This guide discusses issues and challenges faced by both activists and target companies, as well as notable recent developments and contrasts between Canadian rules and U.S. requirements. Topics covered include the following:
- The Right to Requisition a Shareholders’ Meeting
- Stake Building and Beneficial Ownership Reporting
- Competition/Antitrust Legislation
- Group Formation: Insider Trading and Joint Actor Characterization
- Poison Pills
- Selective Disclosure
- Voting Shares Acquired After the Record Date
- Empty Voting
- Classified Boards
- Majority Voting
- Limited Private Proxy Solicitation and Advance Notice Bylaws
- Public Proxy Solicitation and the Broadcast Exemption
- Private Placements During Proxy Contests
- Compensation Arrangements for Director Nominees
- Proxy Access: Nominations for Directors Through Shareholder Proposals
- Universal Proxy
- Vote Buying: Soliciting Dealer Fees in Proxy Contests
- Proxy Voting Infrastructure Reform
- Regulation of Proxy Advisory Firms
Jan. 15, 2020 - The official Annual Report under the Investment Canada Act (ICA) for the fiscal year 2018-19 was released at the end of 2019. This document sets out various statistics and other noteworthy developments during that time frame (i.e., April 1, 2018 to March 31, 2019) relating to the two...