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
8 SHAREHOLDER ACTIVISM "I THINK ONTARIO TEACHERS AND THE CCP INVESTMENT BOARD SUPPORTING BILL ACKMAN WERE REALLY IMPORTANT SIGNALS THAT YOU CAN'T BE COMPLACENT ABOUT LONG-TERM SHAREHOLDERS ANYMORE. YOU CAN NO LONGER ASSUME THEY'RE SUPPORTING MANAGEMENT." fi sh C o n w va m a h SHAREHOLDER ACTIVISM, once considered the domain of zealots, has gone mainstream in Canada — and Canadian shareholders have an American hedge fund manager to thank. William Ackman's proxy battle to shake up the board and unseat management of Canadian Pacific Railway last year was an awakening for normally standoffish Canadian institutional investors, who largely tended to stay on the sidelines when the going got bumpy and the media got interested. "CP was a coming-of-age for shareholder activism in Canada — a watershed," says Sharon Geraghty, a partner with Torys LLP in Toronto. "I think Ontario Teachers and the CCP Investment Board supporting Bill Ackman were really important signals that you can't be complacent about long-term shareholders anymore. You can no longer assume they're supporting management." You also can't assume that unhappy shareholders will allow the fight for change to play out behind closed doors. Shareholder activists are increasingly using the media to get their message out, which was visible in CP and, more recently, Agrium's showdown with Jana Partners LLC. "I know issuers who have been under these kinds of assaults complain that dissidents don't have any disclosure rules to worry about so they can use the press in a way that's very, very dif- B eg m p am va ri m vo fi h ta LEXPERT® RANKED LAWYERS RANKED LAWYERS Bradley, Noralee M. Braithwaite, William J. Osler, Hoskin & Harcourt LLP (403) 260-7002 nbradley@osler.com Stikeman Elliott LLP (416) 869-5654 wbraithwaite@ stikeman.com Ms. Bradley focuses on M&A, financings and corporate governance, primarily for oil and gas, and service sector clients. Her experience embraces take-over bids and complex plans of arrangement involving related parties and foreign entities. Chair of the firm, senior partner in the Toronto office and sits on the firm's Executive Committee. Mr. Braithwaite has a transactional practice focusing primarily on public M&A and also advises governments and regulators on policy matters. ROB.indd 8 Branchaud, René Brender, Mark D. Bugden, Lydia Lavery, de Billy, L.L.P. (514) 877-3040 rbranchaud@lavery.ca Osler, Hoskin & Harcourt LLP (514) 904-5777 mbrender@osler.com Stewart McKelvey (902) 420-3372 lbugden@ stewartmckelvey.com Mr. Brender's practice includes domestic and international tax planning, corporate reorganizations, inbound and outbound mergers and acquisitions/ divestitures, financings, executive compensation and estate planning. Ms. Bugden's experience embraces project financing, land assembly and regulatory matters on energy projects; M&A, financing, restructuring and governance for corporations; and bilateral and syndicated credit facilities for banking clients. Mr. Branchaud's mining law practice embraces corporate structuring, private placements, public offerings, stock exchange listings, joint venture agreements, mergers, acquisitions and corporate governance. Burgoyne, Terrence R. Osler, Hoskin & Harcourt LLP (416) 862-6601 tburgoyne@osler.com Mr. Burgoyne advises Canadian and international clients on complex, multi-jurisdictional transactions primarily involving private M&A, JVs and strategic alliances in the manufacturing, financial, travel, retail and services sectors. 13-04-23 12:04 PM Bu Bul Tup (60 dwb Mr. prac deve regu law man clien stak indu gove