Shareholder Activism in the Trump Era: Conditional Resignations for Activist...
As we predicted in a previous blog post recapping our webinar on the evolving activism landscape in Canada and the U.S., we have seen increased levels of shareholder activism in 2025. In this post,...
View ArticleSEC Announces a New Approach to Shareholder Proposals
The U.S. Securities and Exchange Commission (SEC) has signalled a new approach to its regulation of shareholder proposals, especially as they relate to social impact issues. In Staff Bulletin No. 14M,...
View ArticleShould Shareholder Democracy Overrule Courts?
On January 4, 2024, the Court of Chancery of Delaware struck down the largest potential compensation plan in the history of public market – Elon Musk’s $55.8 billion compensation plan from Tesla. Can...
View ArticleAn analysis of complex M&A, shareholder activism, corporate governance issues...
On November 5, 2024, Donald Trump secured a decisive victory in the U.S. presidential election. In response, markets surged, while activists watched closely as companies and investors alike prepared...
View ArticleTrusts: To Trust or Not to Trust?
Recently, there have been a number of high-profile proxy fights involving trusts, particularly real estate investment trusts (REITs). In contrast to corporations, a trust is predominately governed by...
View ArticleAre You Ready for the 2025 Proxy Season?
Canada saw 69 shareholder activist campaigns in 2023 – an unprecedented high from previous years.1 The 2024 proxy season saw a continued evolution of the shareholder activism landscape with a...
View ArticleShareholder meeting format: considerations for going virtual in 2024
With the 2024 proxy season now in full swing, companies face a number of important questions. Among them is the timely question of meeting format: whether to hold the company’s annual general meeting...
View ArticleAI governance: considerations for the 2024 proxy season and beyond
As artificial intelligence (AI) regulation takes shape globally, public companies face the challenge of navigating this evolving landscape. In Canada, securities regulators are actively deliberating...
View ArticleCorporate litigation update – shareholder rights under corporate statutes in...
This blog post is the first of a new series looking at recent developments in Canadian corporate litigation, with a slight bias towards Ontario. The goal is to provide regular updates on court...
View ArticleDiversity on Canadian boards: key trends and potential changes to disclosure...
Over the last decade, there has been a notable increase in the number of women on boards and in executive officer positions across Canadian issuers. This progress is reflected in the Canadian...
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Putting the “green” in green investing
The past several years have seen “green investing” rise to prominence. In 2020, environmental, social and governance (ESG) funds captured $51.1 billion of net new capital from investors, a fifth...
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ESG & Shareholder Activism: Ready or Not, Here it Comes
“ESG” stands for Environmental, Social and Governance and describes a handful of criteria used by both issuers and investors to focus on a corporation’s impact and activity regarding topics like...
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A Recap of the OSC Decision on the Minimum Tender Requirement under the New...
On February 23, 2021, the Ontario Securities Commission (OSC) released its reasons in ESW Capital, LLC, 2021 ONSEC 7 (the ESW Decision), in which the OSC considered the availability of an exemption...
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CP Rail Supports an ESG-Related Shareholder Proposal Which Includes Annual...
TCI Fund Management Limited (TCI) recently successfully submitted a climate change-related shareholder proposal (the Proposal) to Canadian Pacific Railway Limited (CP) to be voted on at CP’s upcoming...
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A Review of 2020: A Catalyst for Corporate Governance Change
The COVID-19 pandemic coupled with the fight against anti-Black systemic racism has had a significant and potentially long-lasting impact on corporate governance. In its report entitled “The New...
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Dialing In: Adapting to Virtual Shareholder Meetings
The Shift to a Virtual World The COVID-19 pandemic has altered and changed many familiar corporate operational and governance practices and norms, including how issuers host their annual general...
View ArticleISS includes Economic Value Added in its Compensation Reports
Institutional Shareholder Services (ISS) announced earlier this year that, in its 2019 proxy research reports, it will be displaying financial ratios derived from a base measure called Economic Value...
View ArticleShareholder Activism Reaches Record Levels
Activist Insight recently published the sixth edition of its annual report, entitled “The Activist Investing Annual Review 2019” (the “Review”). The Review analyzes recent global shareholder activism...
View ArticleShare Buybacks & Executive Compensation: Aligning Management’s Incentives
As we previously discussed, the use of share buybacks has accelerated in recent years, both in Canada and the United States. This has sparked anxious debate over the extent to which buybacks can form...
View ArticleAddressing Flawed Corporate Culture
A glimpse at recent news headlines is telling of a mass social awakening underway. From the #MeToo movement to public reprimand against organizations’ unrealistic sales targets, it is clear that it is...
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