“Extremely knowledgeable” with a “prodigious ability to accumulate and distill information and keep the process moving.”
Client – Chambers Global 2016
Jennifer advises acquirers, targets, investors, boards and special committees on contested and friendly public and private mergers and acquisitions, shareholder activism and engagement, equity and debt financings, and private equity matters. She regularly counsels on securities law and public reporting, both in ordinary course and complex situations. Widely regarded for her expertise in corporate governance, Jennifer guides management, boards and committees on the full array of corporate governance issues and best practices, including in response to shareholder activism and transactional matters. Jennifer has also been involved in some of the highest profile domestic and cross-border contested situations, including take-over bids and proxy contests.
Clients choose Jennifer’s business-minded approach for complex transactions, especially those involving assets and operations in multiple jurisdictions. Her experience spans a wide range of industries – including mining and energy, retail, financial services, pharmaceutical, private equity, real estate and manufacturing.
Jennifer teaches the corporate transactions course at Osgoode Hall Law School’s Professional Development LLM program. She is also a member of the Securities Advisory Committee of the OSC.
Agnico Eagle Mines Limited
Acted for Agnico Eagle Mines Limited in its all-cash acquisition of TMAC Resources Inc. by way of assignment to Agnico Eagle from Shandong Gold of an arrangement agreement between Shandong Gold and TMAC pursuant to a court-approved plan of arrangement under the Business Corporations Act (Ontario). The transaction had a total equity value of approximately C$287 million and, in connection with the acquisition, Agnico Eagle also retired TMAC's outstanding debt and deferred interest of approximately US$135 million.
TransAlta Corporation
Acted for TransAlta Corporation in the strategic partnership with Brookfield Renewable Partners and its institutional partners, and the associated $750-million investment by Brookfield in TransAlta to advance TransAlta's transition to clean energy. The investment will occur in two tranches (i) $350 million in the form of exchangeable debentures at first closing expected in May 2019; and (ii) $400 million in the form of redeemable preferred shares at second closing expected in October 2020.
TransAlta Corporation
Acted for TransAlta Corporation in connection with the activist campaign, threatened proxy contest and contested meeting by Mangrove Partners and Bluescape Energy Partners with respect to TransAlta's 2019 annual and special meeting.
M&G Investment Management Limited
Acted for M&G Investment Management Limited, a U.K.-based investment manager with US$338 billion of assets under management, in its proxy campaign with respect to Methanex Corporation at the company's 2019 annual general meeting. The contest was successfully settled with M&G gaining two seats on the board of Methanex.
Agnico Eagle Mines Limited
Acted for Agnico Eagle Mines Limited in connection with its $3.9-billion acquisition with Yamana Gold Inc. of Osisko Mining Corporation. The transaction involved the formation of a 50-50 partnership between Agnico Eagle and Yamana which will hold and operate the Canadian Malartic mine. The transaction also resulted in a spin-out of a new TSX-listed company called Osisko Gold Royalties Ltd. which will continue to hold a 5% royalty interest in the Canadian Malartic gold property as well as exploration assets in Mexico.
Waratah Capital Advisors Ltd.
Acted for Waratah Capital in the formation of the Royalty Capital Limited Partnerships, each of which invests in Lithium Royalty Corporation.
Agnico Eagle Mines Limited
Acted for Agnico Eagle Mines Limited in its acquisition of all of the exploration assets of Canadian Malartic Corporation, including the Kirkland Lake and Hammond Reef projects, for an aggregate purchase price of US$325 million.
Northleaf Capital Partners
Acted for Northleaf Capital Partners in connection with the establishment of a US$1.4-billion Northleaf global private credit program and Northleaf's related acquisition, through a new Northleaf-managed investment fund, of a 16% equity stake in Antares Holdings from CPPIB Credit Investments Inc.
Barrick Gold Corporation
Acted for Barrick Gold Corporation in its sale to Royal Gold, Inc. of a portfolio of royalties on 72 properties located in six different countries in exchange for US$150 million cash and a significant reduction in certain royalties otherwise payable to Royal Gold on properties owned by Barrick.
Khan Resources Inc.
Acted for Khan Resources Inc. in its unsolicited share exchange takeover bid for Western Prospector Group Ltd.
Input Capital Corp.
Acting for the independent committee of the board of directors of Input Capital Corp. in its acquisition of all the issued and outstanding shares of SRG Security Resource Group Inc.. in exchange for 50% cash and 50% shares of Input Capital.
Turquoise Hill Resources Ltd.
Acted for Turquoise Hill Resources Ltd. in connection with Pentwater Capital Management's activist campaign and proxy contest with respect to Turquoise Hill's contested 2020 annual and special meeting.
Mistango River Resources Inc. and Orefinders Resources Inc.
Appointed by the Ontario Superior Court of Justice on application by shareholder activist Orefinders Resources Inc. to act as Independent Chair of the adjourned contested annual shareholders' meeting of Mistango River Resources Inc., at which Orefinders replaced the four-person board of directors with four new directors nominated by Orefinders, including its principals Stephen Stewart and Alex Stewart.
Plastic Moulders Limited
Acted for Plastic Moulders Limited in connection with its successful approximately $40-million sale by its shareholders, including Richardson Capital, to Amcor Packaging Investments Inc., a subsidiary of Amcor Limited.
Danier Leather Inc.
Acted for Danier Leather Inc. in connection with an amended and restated secured asset-based loan facility for an initial commitment of up to $35 million.
Agnico Eagle Mines Limited
Acted for Agnico Eagle Mines Limited in connection with its successful acquisition by plan of arrangement of TSX-V listed company Soltoro Ltd. for total consideration of approximately $32 million, consisting of shares of Agnico Eagle, cash and shares of a newly-formed SpinCo. As a result of the transaction, Agnico Eagle acquired the exploration projects held by Soltoro in Jalisco State, Mexico, including the El Rayo silver-gold project.
Bulletin
Ontario Government “Budgets” a Few Words for Capital Markets Modernization
Mar. 26, 2021 - The Ontario government’s 2021 budget was delivered on March 24, 2021. Although there was no doubt that the focus of the budget would be on the ongoing health concerns and economic impact of the COVID-19 pandemic, market participants wondered whether it would address the recommendations in the...
Guide
Davies Governance Insights 2020, lead author
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...
Bulletin
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...
Speaking Engagement
Canadian Lawyer, “COVID-19: M&A Trends and Opportunistic Dealmaking”; Online event
June 17, 2020
Bulletin
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...
Bulletin
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...
Bulletin
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...
In the News
Jennifer Longhurst Quoted in The Globe and Mail’s Board Games Report
Nov. 26, 2019 - Davies partner Jennifer Longhurst’s expert insights on board diversity were featured this week in an article published by The Globe and Mail as part of its annual Board Games coverage. Jennifer notes that some companies may struggle to comply with the new federal rules coming into effect...
Speaking Engagement
Skytop Strategies, Shareholder Activism Conference, “When to Settle, When to Fight: The Expert’s Playbook”; New York, NY
Nov. 19, 2019
Guide
Davies Governance Insights 2019, lead co-author
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...
Bulletin
Business Roundtable Issues Expanded “Corporate Purpose” Statement, with Commitment to All Stakeholder Interests
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,...
Bulletin
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...
Bulletin
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...
Speaking Engagement
University of Toronto Spring Roundtable, The Program on Ethics in Law and Business, “Lawyers’ Duties in an Age of Shareholder Activism”; Toronto, ON
May 02, 2019
In the News
Jennifer Longhurst Quoted in The Globe and Mail Board Games Report on Startup Governance Challenges
Nov. 26, 2018 - In an article published this week as part of The Globe and Mail’s “Board Games 2018” coverage (available to subscribers), Davies partner Jennifer Longhurst discusses the need for cannabis firms to evaluate their governance practices as they continue to evolve their businesses in this young...
Guide
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...
Bulletin
CSA Reviewing and Seeking Comments on Soliciting Dealer Arrangements in Proxy Contests and Corporate Transactions
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...
In the News
Jennifer Longhurst Speaks to Listed Magazine about Gender Diversity in the Upcoming Proxy Season
Feb. 05, 2018 - In an article recently published in Listed Magazine, Davies partner Jennifer Longhurst spoke about gender diversity as an expected flashpoint in the 2018 proxy season. Jennifer noted that the announcement of a new gender diversity policy by Institutional Shareholder Services (ISS) will...
In the News
Jennifer Longhurst Quoted in Globe and Mail Article on Corporate Governance and Climate Change
Nov. 23, 2017 - Davies Governance Insights 2017 has been cited in a Globe and Mail article about how climate change is impacting the corporate governance of Canadian public companies, as part of its “Board Games 2017” coverage. The article discusses the growing need for Canada’s corporate...
Bulletin
Corporate Governance Update: CSA and ISS Seek Input on Director Independence, Overboarding and Gender Diversity
Oct. 27, 2017 - On October 26, 2017, the Canadian Securities Administrators (CSA) published Consultation Paper 52-404 – Approach to Director and Audit Committee Member Independence (Consultation Paper), seeking comments on the appropriateness of Canada’s approach to board and audit committee independence...
In the News
Jennifer Longhurst Quoted in Globe and Mail Story on Proxy Access Policies
Oct. 10, 2017 - Davies partner Jennifer Longhurst is quoted in a Globe and Mail article about the recent adoption of the first proxy access policies in Canada by TD Bank and RBC. Jennifer says the announcement by both banks represents a major development but that we do not anticipate these latest developments...
Bulletin
Canadian Big Banks Adopt First Proxy Access Policies: Is Proxy Access a Solution in Need of a Problem?
Oct. 03, 2017 - Two of Canada’s largest banks – Toronto-Dominion Bank (TD Bank) and Royal Bank of Canada (RBC) – are the first public companies in Canada to adopt proxy access policies. The move comes after dialogue with their respective shareholder bases both before and after their 2017 annual general...
Guide
Davies Governance Insights 2017
Oct. 02, 2017 - Davies Governance Insights 2017 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...
Guide
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...
Bulletin
Are the Floodgates Open in Canada? First Proxy Access Bylaw Proposal Receives Narrow Majority Shareholder Approval
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...
Guide
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...
Bulletin
Proposed Canada Business Corporations Act Amendments: A New Era of True Majority Voting and Diversity?
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...
Bulletin
Shareholder Activism and Proxy Contests: Issues and Trends in 2016
Apr. 29, 2016 - The year 2015 was significant for proxy contests in Canada, with a total of 55 contests, exceeding the previous record high of 43 contests set in 2009. Although the spike in the number of contests in 2015 may have been exceptional, coinciding with a period of economic downturn in Canada and...
Bulletin
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 changes...
Guide
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...
Bulletin
It’s Easier to Go “Overboard”: ISS Amends Director Overboarding Policy
Nov. 18, 2015 - Today Institutional Shareholder Services Inc. (ISS) announced that, effective February 1, 2017, it will reduce the number of public company boards on which a director may serve before it recommends that shareholders withhold votes from that director under its amended Overboarded Directors Policy...
In the News
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...
Bulletin
Women on Boards: An OSC Report Card and What’s Next
Sept. 29, 2015 - CSA Multilateral Staff Notice 58-307 released on September 28, 2015, reports on the results of OSC and other participating regulators’ staff review of the corporate disclosure of over 700 TSX-listed issuers regarding their compliance with the amendments to National Instrument 58-101, Disclosure...
Bulletin
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,...
In the News
Addressing the Gender Gap – Canadian Lawyer
Mar. 23, 2015 - Davies partner Jennifer Longhurst is quoted in an article in Canadian Lawyer, which reviews new rules requiring listed companies in seven provinces and two territories to report annually on their approach to adding women to senior-management positions and their boards.
Bulletin
First Penalty Issued Under Canada’s New Anti-Spam Law
Mar. 11, 2015 - On March 5, 2015, the Canadian Radio-television and Telecommunications Commission (CRTC) issued its first Notice of Violation under Canada’s anti-spam legislation (known as CASL), which came into force on July 1, 2014. Despite its name, CASL is not limited to what one might normally consider spam...
Guide
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...
Guide
Share Buy-Backs in Canada
Apr. 03, 2006 - This paper considers Canadian provincial securities legislation in respect of issuer bids. Particular attention is paid to the exemption that permits issuers to repurchase securities by private agreement without making an offer to all holders and offshore selective buy-backs (where the shareholder...