Special Situations Law

The latest developments in Special Situations Law in Canada

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Access to Corporate Records Amidst Controversy

April 1, 2019

The rights of shareholders and directors to access corporate books and records is undisputed, but what about the rights of a former Chief Executive Officer, especially when the termination was contentious? US Jurisprudence: In the United States, a recent decision by the Delaware Court of Chancery dealt with this scenario. In that case, the CEO was involved in a highly publicized controversy believed to be injurious to the company’s image. An investigation was launched, and…

Special Situations Law

Privacy Breaches: The Question of When, Not If

By Shreya Gupta (Toronto)

March 25, 2019

In recent years, a spate of high-profile privacy breaches have made it increasingly clear to consumers and regulators that businesses must take stronger precautions in safeguarding user data and protecting privacy rights. These incidents have become so common that for many companies, the question of whether they will fall victim to cybercrimes has become a matter of when, not if. The consequences of a privacy breach may be drastic. Companies such as Equifax, Yahoo, and…

Special Situations Law

Lesson Learned: An Examination of Trends in Shareholder Proposals

By Peter Valente (Toronto)

March 15, 2019

Shareholder proposals are often viewed as an essential tool for maintaining corporate accountability, but what role do they play in shaping corporate governance? ISS Analytics recently published a study (the Study) that reviewed the impact of shareholder proposals on corporate governance practices among U.S. companies since 2000. The Study offers helpful insights into shifting trends in corporate governance and investor attitudes, and provides important lessons for Canadian issuers. A brief history of shareholder proposals…

Special Situations Law

The Importance of Corporate Governance in Cannabis Companies

By Robert Corbeil (Toronto)

March 12, 2019

Every year The Globe and Mail’s Report on Business ranks governance of Canada’s corporate boards in the “Board Games.” In the recently published 2018 edition, the boards of directors of 242 companies and trusts in the S&P/TSX index were assessed. The companies are awarded points for various categories, namely, board composition, shareholding and compensation, shareholder rights, and disclosure. Companies with more stringent governance policies in place are awarded higher points. For example, a…

Special Situations Law

Could a national securities regulator hinder shareholder activism in Canada?

By Joseph Palmieri (Toronto)

February 20, 2019

Canada is the only G20 country without a national securities regulator. Despite coordination among the provinces and territories, the current regime is often thought to encourage shareholder activism – whether by permitting forum shopping for more favourable regulations or given the reality that decentralized efforts mean scarcer resources to combat unwelcome tactics. However, after decades of discussion and debate, the Supreme Court of Canada released a decision late last year which could lead to the…

Special Situations Law

Is Governance Going Green? The Influence of Environmental and Social Issues on Corporate Governance and Investing

By Samantha Sarkozi (Toronto)

February 11, 2019

With the heightened awareness of climate change, wage disparities, gender inequality and the like, the effects of these and other environmental and social (E&S) issues are widespread, extending as far as topics like corporate governance and investing. In fact, in its report entitled “2018 Canadian Proxy Season Review” (the Review), Kingsdale Advisors (Kingsdale) notes a belief among investors globally that “an issuer’s [E&S] activities will impact its financial returns and long-term sustainability” and furthermore, that…

Special Situations Law

Corporate Governance in the Age of Passive Investing

By Olga Lenova (Toronto)

February 7, 2019

In recent years there has been a marked increase in passive investing, consisting of investing in exchange traded funds and index funds. Widely dismissed when first launched in the mid-1970’s, index funds are now estimated to account for approximately 20% of global aggregate investment fund assets. In the next five years, they are expected to surpass actively managed funds in the United States. Proponents of passive investing hailed Warren Buffet’s win of a bet against…

Special Situations Law

Webinar – Corporate governance, shareholder activism, and hostile M&A: Key developments in 2018 and a look ahead

By Joe Bricker

January 31, 2019

Walied Soliman and Orestes Pasparakis, co-chairs of Norton Rose Fulbright’s Canadian Special Situations team, will host a 60-minute webinar on corporate governance, shareholder activism, and hostile M&A on Tuesday, February 12, 2019 at 12 p.m. EST. To sign up, please click here. Our Special Situations team played a leading role in some of the most complex and high-profile corporate governance, shareholder activism and hostile M&A matters of 2018. The webinar will highlight some of…

Special Situations Law

Special Situations team publishes article on abusive short selling in Globe and Mail

By Orestes Pasparakis & Walied Soliman

January 21, 2019

Orestes Pasparakis and Walied Soliman, co-chairs of Norton Rose Fulbright’s Canadian special situations team, and Joe Bricker, associate, have published an article highlighting the growing problem of abusive short selling in Canada and calling for legislative reform. The article ran in the Globe and Mail on Saturday, January 19 and can be viewed here. …

Special Situations Law

Global and Canadian Trends of Corporate Governance in 2019 and Beyond

By Jaray Zhao (Toronto)

January 18, 2019

Recently, public company boards are facing increasing scrutiny and greater expectations from various stakeholders, particularly in light of society’s elevated concerns regarding corporate culture, gender equality and climate change and sustainability. In its report entitled “2019 Global & Regional Trends in Corporate Governance” (the Report), Russell Reynolds Associates noted that in 2019 “[t]he demand for board quality, effectiveness, and accountability to shareholders will continue to accelerate across all global markets.” The Report discussed five major…

Special Situations Law

The latest developments in Special Situations Law in Canada

Access to Corporate Records Amidst Controversy

Privacy Breaches: The Question of When, Not If

Lesson Learned: An Examination of Trends in Shareholder Proposals

The Importance of Corporate Governance in Cannabis Companies

Could a national securities regulator hinder shareholder activism in Canada?

Is Governance Going Green? The Influence of Environmental and Social Issues on Corporate Governance and Investing

Corporate Governance in the Age of Passive Investing

Webinar – Corporate governance, shareholder activism, and hostile M&A: Key developments in 2018 and a look ahead

Special Situations team publishes article on abusive short selling in Globe and Mail

Global and Canadian Trends of Corporate Governance in 2019 and Beyond

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