Recently, the B.C. Securities Commission (the Commission) clarified the interpretation of “acting jointly or in concert” in the context of a proxy fight, setting a high bar for a finding of a joint actor relationship.
Special Situations Law
The latest developments in Special Situations Law in Canada
Latest from Special Situations Law
Unitholder Democracy Prevails in a “Good Hard Look” at Board Decision Making
On February 1, 2023, our Special Situations team successfully obtained an order from the Ontario Superior Court of Justice (Commercial List) requiring that…
Canada’s new “modern slavery” legislation: impact on shareholder activism
Government institutions and businesses in Canada must soon comply with new legislation aimed at combatting forced labour and child labour or “modern slavery”. Bill S-211, an Act to enact the Fighting Against Forced Labour and Child Labour in Supply…
CSA/IIROC Staff Notice 23-329 – Short Selling in Canada
On December 8, 2022, the Canadian Securities Administrators (CSA) and the Investment Industry Regulatory Organization of Canada (IIROC) jointly issued Staff Notice 23-329 – Short Selling in Canada (the Notice). The purpose of the Notice is to provide an overview…
TSX Confirms Voting Agreements May Require Security Holder Approval
On February 27, 2023, the Toronto Stock Exchange (“TSX”) published Staff Notice 2023-0001 – Voting Agreements (the “Staff Notice”), which formalizes the policy on how it has been addressing voting agreements between TSX-listed issuers and their security holders (“Voting Agreements”)…
Proxy Advisors and Shareholders Pay Attention to Cybersecurity; Boards Should Too
Proxy advisors and shareholders are paying an increasing amount of attention to cybersecurity because the stakes are high – a cyberattack can be catastrophic for a company.
A successful cyber attack can target confidential information integral to the competitive edge…
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 consecutive annual record. At the same time, companies are facing…
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 environmental protection, climate change, support for the local and global…
Social Media and the Retail Investor: A Regulator’s Dilemma
With the growing accessibility of “do-it-yourself” investment technology, it should come as no surprise that retail investing has been on the rise. In fact, the Ontario Securities Commission (OSC) recently published a study (the Study) which reveals that there has…
A Recap of the OSC Decision on the Minimum Tender Requirement under the New Canadian Takeover Bid Regime
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 from the minimum tender requirement for takeover bids.…