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
12 SHAREHOLDER ACTIVISM "NOW I SEE THE TREND THAT SHAREHOLDERS AND MANAGEMENT WANT TO ENGAGE WITH THE BOARD ON STRATEGY. SHAREHOLDERS ARE WANTING TO ENGAGE ABOUT WHAT YOU'RE DOING — AND SOMETIMES THEY HAVE IDEAS ABOUT WHAT YOU SHOULD BE DOING." T firm's corporate governance group. "I say 'rational' reticence because, except under extreme and egregious circumstances, it doesn't pay for them to take the lead. They like to lay low, plus it costs money so, with the exception of a few notables like Ontario Teachers, they have tended to like to sit back. "So trend number one is that shareholder activists have found a niche for themselves: they're driving governance changes." That's the good news, he says. The bad? Because the Bill Ackmans of the world are often under pressure to generate a return for their own investors, their view of what is best for a company can be short- to-medium term. "From a legal perspective, what makes this interesting is we're rewriting boundaries," says Waitzer. "Activist investors are facilitating collective action on the part of institutions and, if you can get enough of them together, you can turn out a board or bring a lawsuit or do a bunch of things already there. "As institutional investors become more visible in exercising their rights, their owners are demanding more accountability. As we take away decision-making from boards about what's in the best interests of the corporation, and shift that to shareholders, sooner or later somebody's going to say to the extent shareholders are exercising these rights, shouldn't they be subject to some responsibility. Directors have some pretty significant responsibilities – duty of care, duty of loyalty – to which they can be held accountable. Shareholders have no responsibilities and no accountability." Looking ahead, Waitzer, a former chairman of the Ontario Securities Commission, says he expects the level of shareholder activism in Canada to only "step up." "There's no doubt shareholder activism has helped institutional investors get more involved. Whether you think that's a good thing or a bad thing, that's a significant thing." Sandra Rubin is a freelance legal affairs writer. LEXPERT® RANKED LAWYERS RANKED LAWYERS DesLauriers, J. Mark Dominique, Brian P . Dorion, QC, AdE, Marc Drance, Jonathan S. Droppo, QC, Dallas L. Osler, Hoskin & Harcourt LLP (416) 862-6709 mdeslauriers@osler.com Cassels Brock & Blackwell LLP (416) 869-5435 bdominique@ casselsbrock.com McCarthy Tétrault LLP (418) 521-3007 mdorion@mccarthy.ca Stikeman Elliott LLP (604) 631-1361 jdrance@stikeman.com Blake, Cassels & Graydon LLP (403) 260-9612 dld@blakes.com Mr. Dorion co-heads the firm's Energy and Infrastructure groups. He advises companies and lending institutions in relation to development, financing, construction and operation of projects in the energy, infrastructure and natural resources sectors. Mr. Drance's corporate finance and securities practice focuses on M&A, public financings and reorganizations involving, among others, Canfor, Bentall, Terasen and Duke Energy. He writes extensively on corporate governance and fiduciary duties. Mr. DesLauriers focuses on cross-border finance and the regulation of securities and derivatives marketplaces, dealers and advisors. Clients include investment banks, securities dealers, financial institutions, asset managers and corporate investors. ROB.indd 12 Mr. Dominique's corporate commercial practice includes M&A; debt and private-equity financings; project financing; unique commercial contracts; and real property law. He has particular experience in the mining and electricity industries. Formerly a geologist, Mr. Droppo acts on complex securities matters, corporate reorganizations and business acquisitions in the oil and gas, pipeline and mining and other sectors. He also advises entrepreneurs and venture capital investors. Durand, Ronald K. Stikeman Elliott LLP (416) 869-5542 rdurand@stikeman.com Partner in Toronto office. Practice involves divestitures, M&A, reorganizations, corporate restructurings, financing, transfer pricing and dispute resolution. Member of the tax committee of the Business and Industry Advisory Committee to the OECD. 13-04-23 12:05 PM