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A new report by BCG asks the question of whether wading into tech deals can add value to companies. Based on BCG’s analysis of 37,000 tech acquisitions, the returns from such deals are mixed: about half generate positive returns for acquirers. This is the case regardless of whether the buyer itself is in the tech industry or outside of it. These findings are not out of line with findings in respect of acquisitions in other…
As a result of the rising tide of shareholder activism in Canada, a number of defensive tactics have been developed by corporate management. The newest innovation in management’s arsenal is the activist investor ban—an agreement between an issuer and a purchaser that restricts the purchaser from transferring its shares to activist investors. Activist investor bans have recently become the norm in the realm of pharmaceutical mergers and acquisitions. Last month, for example, the Canadian…
On May 14, 2015, Norton Rose Fulbright hosted a webinar on an important corporate governance development: Forum Selection By-law.  Walied Soliman and Orestes Pasparakis, co-chairs of Norton Rose Fulbright’s Special Situations Team, were joined by Cathy Singer and Ruth Wahl, senior partners at Norton Rose Fulbright, to discuss how this development works and how it protects the interests of companies and shareholders alike. Overview of topics discussed: What the Forum Selection By-law does and how…
On February 4, 2015, Walied Soliman and Orestes Pasparakis, co-chairs of Norton Rose Fulbright’s Special Situations Team, were joined by Wes Hall, CEO, Kingsdale Shareholder Services Inc. to host our annual video webinar “Shareholder Activism: A Year in Review – Cutting-edge Tactics in 2014 and a Look Ahead”.  In 60 minutes, our speakers update you on everything you need to know to be current on shareholder activism. Click here to watch the video.…
Institutional investors represent perhaps the most important segment of shareholders that both management and dissidents must appeal to in the course of an activist campaign. A new study of institutional investors published by FTI Consulting, Inc. (the Study), a leading US-based corporate consultancy firm, reveals interesting findings about the attitudes of such investors toward shareholder activism.  The Study, which surveyed over 100 institutional investors representing $1.7 trillion in assets, shows that institutions have become increasingly…
On November 6, 2014, Institutional Shareholder Services (ISS) released updates to its Canadian proxy voting guidelines for the 2015 proxy season.  The voting guidelines are effective for meetings held on or after February 1, 2015.  The following is a summary of the most significant changes. Director Elections Director Independence: ISS has made several changes to their definition of “independence” including: that former CEOs will now be subject to a five year “cooling off” period, after which…
In its recent decision in Orange Capital, LLC v Partners Real Estate Investment Trust, 2014 ONSC 3793, the Ontario Superior Court has offered new guidance on the interpretation of advance notice provisions used in the context of a proxy contest.  The decision is another victory for Norton Rose Fulbright’s Special Situations team, which represented Orange Capital in this litigation. In April 2014, Partners Real Estate Investment Trust (the REIT) announced that its annual and special…
The most publicized proxy battle of 2013, Agrium Inc.’s showdown with activist US hedge fund Jana Partners, introduced the concept of the “golden leash” to the Canadian proxy scene.  Jana nominated four independent directors to the board of Agrium, and offered to pay them, on top of their compensation as directors, a percentage of any profits Jana earns on its Agrium shares within a three year period.  Agrium’s special committee of the board, represented by…