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Shareholder Activism & Critical Situations

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  • Key Contacts
  • Recent Experience
  • Insights, News & Events
  • Related Services
  • Download PDF
  • Recent Experience
  • Insights, News & Events
  • Related Services

Shareholder campaigns and proxy contests are now a fact of life for Canadian public companies. Activist investors increasingly use public campaigns, and the threat of public campaigns, to influence strategy, operations and governance.

When facing or initiating a possible shareholder campaign, proxy contest or other critical situation, having an expert team in place, ready to act, is a must.

Bennett Jones has one of the most experienced and successful shareholder activism and critical situations groups in Canada. We are frequently called upon for our expertise to assist in some of the most difficult situations and have consistently helped our clients achieve successful results.

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Defining and Driving ESG Within Your Organization Summary Paper

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Our shareholder activism and critical situations team provides strategic advice to issuers, special committees and activist investors in all aspects of shareholder activism, including proxy contests, securities law compliance, defensive and activist strategies, meeting requisitions, settlements and proceedings before the courts and securities regulators.

Our team has also played a leading role in many of Canada's most high profile contested transactions, regulatory investigations, management-initiated internal investigations and other critical situations.    

Key Contacts

  • Robert W. Staley Robert W. Staley, Vice Chair and Partner
  • Kristopher R. Hanc Kristopher R. Hanc, Partner
  • Jon C. Truswell Jon C. Truswell, Partner
  • Related Lawyers

Recent Experience

Defence Mandates
Activist Mandates
Contested Transactions
Regulatory and Management-Initiated Investigations
Eagle Energy Inc., in the successful defence of a dissident proxy campaign by Kingsway Financial Services Inc. and Daniel Gunderson to replace the board of directors of Eagle Energy.
The Special Committee of Augen Gold Corp., in a shareholder meeting requisition and proxy contest by Augen Capital Corp.
The Special Committee of Central Fund of Canada Limited, in the successful defence of a shareholder meeting requisition by Sprott Asset Management and an oppression application commenced by Sprott in the Alberta Court of Queen's Bench.
The Special Committee of Silver Bullion Trust, in the Trust's successful defense against a dissident unitholder meeting requisition and subsequent proxy contest.
The Special Committee of Central GoldTrust, in the Trust's successful defense against a dissident unitholder proposal and subsequent proxy contest.
Extendicare Inc., in a negotiated settlement following a shareholder meeting requisition and proxy contest by Oxford Park Group.
The founder of Forbes & Manhattan, in the successful defence of a proxy contest for Aberdeen International Inc.
The managers of the Vengrowth funds before the Ontario Securities Commission in a successful application by the Special Committee of Vengrowth to cease trade a proxy solicitation by the GrowthWorks funds.
GeoMegA Resources Inc., in its successful defence of a dissident proxy fight to replace the board of directors of GeoMegA.
Scorpio Mining Corporation, in an application before the Ontario Superior Court of Justice that successfully challenged the nomination by a shareholder of candidates for election at Scorpio's annual meeting.
KAOS Capital and its founder Adam Arviv, as shareholders of HEXO Corp., in the successful campaign to refresh the board of directors of HEXO, reducing the board to seven members, with KAOS retaining right to nominate an eighth member.
PointNorth Capital Inc., in a successful proxy campaign to replace 6 of the directors of Liquor Stores N.A. Ltd.
An ad hoc group of debentureholders of Twin Butte Energy, in a successful dissident proxy contest relating to the proposed takeover of Twin Butte by Reignwood Resources Debentureholders in connection with the merger of PWC Capital and Versabank, resulting in increased consideration being paid to debentureholders under the transaction.
The dissidents in a proxy contest to change the entire board of Hemostemix Inc.
O'Hara Administration Co., S.A., in a successful "vote no" proxy campaign relating to a proposed takeover of Pacific Rubiales Energy Corp. by ALFA S.A.B. de CV and Harbour Energy Ltd.
The Catalyst Capital Group Inc., in its dissident proxy contest and hearing before the Ontario Securities Commission relating to the proposed acquisition of Shaw Media Inc. by Corus Entertainment Inc.
Invesco Canada Ltd., in its successful effort to remove and replace members of the board of directors of Rona Inc.
Leo Fund Managers Ltd., in its successful proxy solicitation and nomination of three board members to the board of directors of Forsys Metals Corp.
Paulson & Co. Inc., in litigation relating to a proxy contest initiated by Paulson in relation to Algoma Steel Inc.
Osisko Mining Corporation, in litigation resulting in the successful defence of a hostile takeover bid by Goldcorp Inc., and a subsequent plan of arrangement involving Osisko, Yamana Gold Inc. and Agnico Eagle Mines Limited.
Hollinger International and the Special Committee of Hollinger International, before the Ontario Securities Commission in its successful opposition to Ravelston's effort to privatize Hollinger Inc.
Paramount Energy Trust, in successfully resisting an application by ARC Energy Management before the Alberta Securities Commission to prevent certain private placement shares from being voted in connection with a shareholder meeting to approve an amalgamation between Paramount and Profound Energy Inc.
The Audit Committee of Penn West Petroleum Ltd., in a management-initiated, voluntary review of certain accounting practices, and in connection with the restatement of the company's previously filed financial statements arising from the review.
The Office of the Prime Minister of Canada, in an investigation by the RCMP into the conduct of Senator Duffy.
The Litigation Trustee of Sino-Forest Corporation, in the prosecution of multiple litigation claims arising from the insolvency of Sino-Forest.
The Special Committee of Research In Motion Limited, in its management-initiated voluntary review of stock options granting practices and in connection with its settlements with the Ontario Securities Commission and the U.S. Securities and Exchange Commission.
Research In Motion Limited and the Special Committee of Research In Motion Limited, in the defence and resolution of shareholder claims arising from its management-initiated voluntary review of stock options granting practices.
The Special Committee of Coventree Inc., in an investigation by the Ontario Securities Commission into the Canadian asset-backed commercial paper market.
Coventree Inc., in a 50-day hearing before the Ontario Securities Commission in relation to the Canadian asset-backed commercial paper market.

Insights, News & Events

Blog

ISS and Glass Lewis Update 2023 Proxy Voting Guidelines

December 13, 2022
       

Blog

ESG, Shareholder Activism and the Next Generation of Lawyers

October 28, 2022
       

Speaking Engagements

Alternative Methods for Handling Shareholder Disputes

October 24, 2022
       

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Commercial Litigation
Commercial Transactions
Corporate Governance
Securities Litigation
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