Shareholder Activism & Critical Situations

Key Contacts

Staley Robert High Resolution Image Robert W. Staley
Partner, Head of Shareholder Activism & Critical Situations
T: 416.777.4857
Email
Gauthier Christian High Resolution Image Christian P. Gauthier
Partner
T: Vancouver: 604.891.5120
Email
Spencer, David David A. Spencer
Partner
T: 403.298.2054
Email

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 LLP 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.

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.

Our significant representative mandates include:

Defence Mandates

  • Eagle Energy Inc. in connection with 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 Central Fund of Canada Limited in connection with 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 connection with the Trust's successful defense against a dissident unitholder meeting requisition and subsequent proxy contest.
  • The Special Committee of Central GoldTrust in connection with the Trust's successful defense against a dissident unitholder proposal and subsequent proxy contest.
  • Extendicare Inc. in connection with a negotiated settlement following a shareholder meeting requisition and proxy contest by Oxford Park Group.
  • The founder of Forbes & Manhattan in connection with the successful defence of a proxy contest for Aberdeen International Inc.
  • The managers of the Vengrowth funds before the Ontario Securities Commission in connection with a successful application by the Special Committee of Vengrowth to cease trade a proxy solicitation by the GrowthWorks funds.
  • GeoMegA Resources Inc. in connection with 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.
  • The Special Committee of Augen Gold Corp. in connection with a shareholder meeting requisition and proxy contest by Augen Capital Corp.

Activist Mandates

  • 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 connection with 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 connection with 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 connection with 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 connection with 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.

Contested Transactions

  • Osisko Mining Corporation in litigation resulting in the 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.

Regulatory and Management-Initiated Investigations

  • The Audit Committee of Penn West Petroleum Ltd. in connection with 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 connection with 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 connection with 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 connection with 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.

Select Experience

  • Marquee Energy Ltd., in connection with its business combination with Alberta Oilsands Inc. by way of court-approved plan of arrangement.  Read more

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