Governance Insights: Dual Fiduciaries – A Cautionary Tale for Nominee Directors
Apr. 23, 2025 – The latest edition of Davies’ Governance Insights is now available. In this issue, we review the Manti Holdings decision from Delaware. For boards, nominees and nominating shareholders, the decision is a reminder of the importance of identifying and managing both actual and perceived...
Governance Insights:10 Legal Updates GCs, Boards and Investors Need to Know
Jan. 28, 2025 – The latest edition of Davies’ Governance Insights is now available. In this issue, we review 10 developments that general counsel and directors of Canadian public companies, and their investors, should know for 2025 and beyond. These developments include the growing importance of board...
Engine Capital’s Activist Campaign Concludes in Resounding Victory
Jan. 08, 2025 – Davies acted for New York-based Engine Capital LP in connection with its successful proxy contest at Dye & Durham Limited (TSX: DND), a global provider of legal software and technology solutions. The campaign led to the complete reconstitution of DND’s board of directors and the resignation of...
Bloomberg Ranks Davies as #1 Canadian Legal Advisor for Activists
Jan. 07, 2025 – For the third consecutive year, Davies is the #1 Canadian law firm for activist-side mandates based on value of activist stake and the #1 Canadian law firm based on aggregate market cap in Bloomberg ’s Global Activism League Tables. Davies is the Canadian law firm of choice for high-stakes...
Dec. 19, 2024 – Despite a strong start to the year, activist activity in Canada in 2024 tapered to pre-pandemic levels. This reversion to more historic annual totals follows a notable resurgence of shareholder demands directed at Canadian public companies in 2023, when shareholder engagement reached its highest...
Governance Insights: Nominee Directors – Fiduciary Obligations and the Limits of Information Sharing
Oct. 08, 2024 – The corporate life of a nominee director has been characterized as having the potential to be “neither happy nor long. ” In this Governance Insights article, we discuss the fundamental fiduciary considerations that nominee directors, nominating shareholders and companies should bear in mind when...
Davies Tops Bloomberg’s H1 2024 Global Activism Review and League Tables
July 04, 2024 – Once again, we are proud to be listed as the #1 Canadian firm in Global Legal Advisers on the activist side in Bloomberg ’s Global Activism Review and League Tables for the first half of 2024. In fact, Davies was the only Canadian law firm that ranked in this category. We are also named the #1...
Taking AIM at the Mithaq Decision: A Critique
May 28, 2024 – The recent decision of the Ontario Capital Markets Tribunal to allow a defensive private placement amidst a battle for control places another nail in the coffin for hostile bids in Canada In a perplexing decision, Mithaq Canada Inc (Re) , the Ontario Capital Markets Tribunal upheld a...
Jan. 26, 2024 – Important guidance on “acting jointly or in concert” in a proxy contest was provided by the British Columbia Securities Commission (Commission) in NorthWest Copper Corp. (December 22, 2023). The Commission declined to find a joint actor relationship between a dissident and another shareholder,...
Davies Ranked #1 Canadian Law Firm for Activist-Side Mandates by Bloomberg in 2023
Jan. 03, 2024 – For the second consecutive year, Davies is the #1 Canadian law firm for activist-side mandates based on both value of activist stake and aggregate target market cap in Bloomberg’s 2023 Global Activism League Tables. Davies is the Canadian law firm for high-stakes mandates. We act in some of...
Davies a Leading Firm for Activist Representations According to 2023 Diligent Advisor Awards Ranking
Dec. 22, 2023 – Davies is proud to be the #1 Canadian law firm (top 3 globally) for activism mandates based on average market-cap for all representations and activist representations in the 2023 Diligent Advisor Awards . Davies is the Canadian law firm for high-stakes mandates. We act in some of Canada’s...
Guide to Shareholder Activism and Proxy Contests in Canada
Nov. 16, 2023 – Davies’ Shareholder Activism and Proxy Contests in Canada guide draws on our market-leading expertise to offer our insights on the principal legal and practical considerations for both activists and target companies, as well as notable recent developments and key differences between Canadian and...
Nov. 01, 2023 – In a first for Canadian securities laws, on October 20, 2023 Ontario’s Capital Markets Tribunal (Tribunal) released substantive guidance on the meaning of the “necessary course of business” (NCOB) exception to the prohibition against selective disclosure of material non-public information (MNPI)...
Patricia Olasker panellist at 2023 Active-Passive Investor Summit
Nov. 01, 2023 – Patricia Olasker joined Ele Klein (Schulte, Roth & Zabel LLP) and Douglas A. Rappaport (Akin Gump Strauss Hauer & Feld LLP) for a panel discussion on “Trending Legal Issues: SEC/Regulatory Proposals and Rules Update” at the 2023 Active-Passive Investor Summit, which took place on October 17 in...
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...
Bloomberg Ranks Davies as #1 Canadian Legal Advisor for Activists
July 04, 2023 – Davies is proud to be named the #1 Canadian law firm for activist-side mandates based on value of activist stake; the #1 Canadian law firm by aggregate market cap; and the #1 Canadian law firm by $5 billion+ targets only in Bloomberg ’s Global Activism League Tables for the first half of 2023. ...
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...
Time (and Process) of the Essence: Ontario Court Accelerates Timing of Requisitioned Meeting
Feb. 08, 2023 – A recent decision of the Ontario Superior Court of Justice represents a rare victory for activists in overturning a target board’s proposed timing for setting a requisitioned meeting. While Canada is generally viewed as an activist-friendly jurisdiction, due in part to the relative ease with which...
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...
Forbes Interviews Patricia Olasker
Oct. 03, 2022 – Interviewed for Forbes , Patricia Olasker shares her perspectives on the role of activist investors in capital markets, the value she brings in representing both activists and the companies in which they invest, as well as how she came to be one of the few women lawyers in shareholder activism....
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...
Elliott Investment Management L.P. Settles with Suncor Energy
July 21, 2022 – Davies acted for Elliott Investment Management L.P. in its accumulation of a material stake in Suncor Energy Inc. and subsequent engagement with Suncor, leading to an agreement to appoint three new directors immediately with a potential fourth to be added depending on Suncor’s performance against...
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 .
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...
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...
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...
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...
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...
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...
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...
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...
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...
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...
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...
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...
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...
Patricia OIasker and Steven Harris Speak to Forbes About Canadian Proxy Season
June 08, 2018 – Davies partners Patricia Olasker and Steven Harris recently shared their insights on the 2018 Canadian proxy season with Forbes magazine. According to Patricia and Steven, activism this year has “focused primarily on economic activism issues such as capital allocation and operational...
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...
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...
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...
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...
Activist Investors Battling in the Public Arena
June 20, 2017 – Davies partner Patricia Olasker appeared on Business News Network’s (BNN’s) program The Close to share her perspective on recent instances of shareholder activism. During her segment, Patricia discussed: factors that drive activist shareholders ways to discern whether shareholder...
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...
Davies Partner Weighs in on Fairness Opinions
Mar. 24, 2017 – Davies Partner Patricia Olasker was recently interviewed by The Globe and Mail about the Ontario Securities Commission’s review of the Yukon Court of Appeal’s decision to strike down a takeover bid by Exxon Mobil for InterOil because of the fairness opinion provided as part of the deal . In...
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...
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...
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...
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...
Canadian Securities Regulators Adopt Changes to Early Warning Rules
Feb. 26, 2016 – The Canadian Securities Administrators (CSA) announced yesterday the adoption of amendments to the early warning rules. The CSA received extensive comments from market participants and industry groups in response to the original proposals, which had been published in March 2013. In response...
Take-over Bid Code Reset: 50-10-105
Feb. 25, 2016 – The Canadian Securities Administrators (CSA) have announced today the final adoption of previously proposed amendments to Canada ’ s take-over bid regime. The new rules are designed to shift the balance of power between target boards and shareholders by extending the minimum bid period to 105...
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...
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 .
Debunking the Myth: Why Activism Is Tough in Canada
Apr. 14, 2015 – Much has been written and said about how hospitable to shareholder activism Canada is compared to the United States. Commentators point to Pershing Square’s stunning victory over Canadian Pacific Railway in 2012 and its even more stunning gains on the investment since then in support of their...
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...
