Special situations team

Shareholder Activism

As one of Canada’s top shareholder activism law firms, we have provided legal services to both sides of different high-profile mandates. Our Canadian expertise means we understand the legal and business issues that parties face, including key activist investor defence tactics. We advise our clients using proven methods of activist defense that take into account the high stakes and contentious negotiations involved.

Norton Rose Fulbright has recently advised:

• Sandpiper Real Estate Fund LP and Artis REIT as they successfully obtained an Ontario Superior Court of Justice order requiring First Capital REIT to accelerate holding a requisitioned special meeting of its unit holders;
• PenderFund Capital Management Ltd. as it successfully elected new independent directors to the board of directors of Sylogist Ltd;
• JW Asset Management LLC as it received a settlement of certain disputes with an exit of its investment in RIV Capital Inc.; and
• An activist who replaced a majority of board of directors’ members as well as management of WestCan Energy Corp.

Proxy Fights

Our lawyers have contributed to leading case law and legal precedents in Canada on fundamental issues, including board duties during a proxy contest. Our customized proxy defence playbook provides corporate boards with top legal strategies for proxy contests, including how to prepare for – and respond effectively to – hostile shareholder activity. This includes identifying strategic tactics that directors and management can use during defensive planning ex. proxy solicitation or dissident information circulars. The team has also developed an advance notice by-law that has been widely adopted in Canada. CBCA companies have also begun to adopt a by-law – again, developed by Norton Rose Fulbright – for “against” campaigns for director elections.

Norton Rose Fulbright has recently advised:

• Canadian National Railway Company in its defence against TCI Fund Management Limited;
• Suncor Energy Inc. in its defence against Elliott Investment Management LP;
• Parkland Corporation in its defence against Engine Capital Management LLC;
• Crescent Point Energy Corp. in its high-profile defence against Cation Capital Inc.; and
• NorthWest Copper Corp. as it opposed an activist shareholder who alleged the company failed to make disclosure mandated by securities laws.

Hostile M&As and Complex Corporate Transactions

Through the Special Situations Team, Norton Rose Fulbright continues to provide Canada’s best legal counsel on corporate restructuring, contested acquisitions, hostile takeovers and other complex mergers and acquisitions. The team leads its clients through strategies of legal risk management, hostile bid, poison pill defences, and partial takeover bids that are often part of the M&A landscape.

Norton Rose Fulbright has recently advised:

• Aimia Inc. in multiple activist attacks. This included a hostile insider bid to acquire the company’s issued and outstanding common shares of the company. This bid also came from a related challenge by Mithaq Capital SPC to a private placement, resulting in precedent-setting case law on contested private placements in Canada;
• The special committee of independent directors of Canaccord Genuity Group Inc. with a management-led unsolicited takeover bid of the company;
• The special committee of Yamaha Gold Inc.’s board of directors of Yamana Gold Inc. with competing takeover proposals, resulting in a negotiated arrangement with Agnico Eagle Mines Limited and Pan American Silver Corp.; and
• Citadel Income Fund on a change of trustee and manager, and a redemption of all outstanding fund units by Saba Capital Management LP, resulting in a negotiated settlement.

Short Seller Attacks

Our Special Situations Team recognizes that share price is both a powerful tool and important metric for major Canadian companies. Using its extensive work and experience, Norton Rose Fulbright’s lawyers can help you form an effective strategy to defend against concerted short seller campaigns targeting your organization.

Norton Rose Fulbright has recently advised:

• An issuer dual-listed in Canada and Australia in its defence against a short-seller attack and other market-related factors that impacted the issuer’s share price.
• A senior issuer dual-listed in Canada and Australia in its defence against a short-seller attack that resulted in an unprecedented interim cease trade order. This led to an increase in regulatory oversight of abusive short selling in Canada.

Corporate Governance Issues and Disputes

Norton Rose Fulbright lawyers are on top of current trends in North America’s legal and corporate landscapes. They know that Canada has seen a significant rise in shareholder proposals, and that influence and pressure can come from beyond the boardroom or investor meetings. In order to protect companies from disgruntled shareholders, we encourage companies and their boards to support their managers with growth plans and clear strategies, rather than relying strictly on return on capital.

As effective corporate governance litigation lawyers, Walied and Orestes can help you find legal solutions for contested board decisions, activist insurgencies and help your company recognize gaps in its corporate governance.