The Lexpert Special Editions profiles selected Lexpert-ranked lawyers whose focus is in Corporate, Infrastructure, Energy and Litigation law and relevant practices. It also includes feature articles on legal aspects of Canadian business issues.
Issue link: https://digital.carswellmedia.com/i/133445
SHAREHOLDER ACTIVISM 11 n ve h nt e- 't nal as ee n d y, re n re or o e- move a majority of the board requires a higher turnout. It could be 50 per cent of outstanding shares, or 50 per cent of those who turn up at the meeting, or more. Normally, the presence or proxy of 20 per cent of shares is considered to be a quorum. If a company adopts an enhanced quorum requirement and it is not met, the meeting could be adjourned for up to 60 days, says Bradley, "to get the news out there, that there is a material change out there." Whoever shows up at the second meeting gets to vote, "so it's not a tool that can be used to rebuff forever a change of the majority of directors. "But a change of the majority of the board is very dramatic for a company. There should be a significant enfranchisement of your shareholders who want that dramatic change to occur." The truth is, Canada has seen activist campaigns before CP — Maple Leaf Foods, FPI International and BCE, for example. It is just that they never sent ripples beyond the specific situation. But the proxy battle at CP wakened Canada's institutional investors to the role they can play in governance matters, says Ed Waitzer of Stikeman Elliott LLP. "I think the biggest trend in shareholder activism is that institutional investors have overcome their rational reticence to get involved in these things," says Waitzer, who leads the Crosbie, R. Ian om ty rs ver Davies Ward Phillips & Vineberg LLP (416) 367-6958 icrosbie@dwpv.com Mr. Crosbie's domestic and cross-border tax practice includes public and private M&A and reorganizations, inbound and outbound structuring, private equity, financing, financial products, general corporate tax planning and tax disputes. ROB.indd 11 Dalgleish, QC, Terence Davis LLP (403) 698-8740 tdalgleish@davis.ca Mr. Dalgleish focuses on regulatory law before the Alberta Utilities Commission, the NEB and energy tribunals elsewhere in Canada. He advises utilities and their customers on acquisitions, dispositions, facilities approvals and tariff matters. Davies, Donald G. Dean, Corey M. Norton Rose Canada LLP (403) 267-8183 don.davies@ nortonrose.com DuMoulin Black LLP (604) 602-6808 cdean@dumoulinblack. com Mr. Davies's energy practice focuses on regulatory and litigation matters. His clients include oil and gas producers, pipelines, utilities and industry groups. He appears before the NEB and provincial regulators including the ERCB and the AUC. Mr. Dean's corporate & securities practice over the past 30 years has focused on M&A and financings mainly for resource issuers. He advises clients on disclosure, corporate governance, proxy conflict, mining, reorganization & other strategic matters. "ADVANCE-NOTICE BYLAWS SERVE TWO PURPOSES. THEY PREVENT AN AMBUSH AT THE ANNUAL MEETING AND THEY CAN ALSO SERVE AS A DEFENSIVE MEASURE IN A STEALTH PROXY FIGHT." Denstedt, QC, Shawn H.T. Desbarats, QC, Robert P . Osler, Hoskin & Harcourt LLP (403) 260-7088 sdenstedt@osler.com Osler, Hoskin & Harcourt LLP (403) 260-7015 rdesbarats@osler.com Mr. Denstedt practises environmental, regulatory and Aboriginal law in the energy, mining and chemical areas. He appears regularly before provincial and federal tribunals and is co-lead of the firm's Asian energy initiative. Mr. Desbarats advises Canadian, US and foreign clients on complex domestic and cross-border energy transactions. His experience engages the oil and gas and power generation sectors, and the purchase and sale of energy assets and companies. 13-04-23 12:05 PM