Shareholder rights and activism

Shareholder activism and the exercise of shareholder rights are growing in Canada. Navigating through these situations requires a calm and steady hand.

It is important to engage the right legal counsel at the right time when engaging in shareholder activism matters that can impact the control and destiny of a company. Every situation requires a different solution. Our team works with clients and their other advisors to analyze all considerations in developing a strategy and approach.

We help with

We help issuers and stakeholders achieve the right results to best serve the interests of our clients. Our corporate securities and litigation groups work together to advise clients on a number of shareholder activism situations that may arise, including:

Shareholder proposals
Meeting requisitions
Director nominations
Corporate governance matters
Unsolicited/hostile take-over bids and defence of such bids
Proxy contests
Shareholders rights plans
Settlement negotiations
Shareholder agreements
Engaging proxy solicitation firms, investor relations firms and media relations experts
Related litigation and initiatives with securities regulators or the courts

Who we work with

Our team regularly advises issuers, management teams, boards of directors, special committees, shareholders and other stakeholder groups to assist in the broad range of issues and situations that may arise between an issuer and its stakeholders.

“The BD&P team is pro-active and anticipate things. I don’t have to ask for every little thing I want done – here’s what I think we should do for you, what should happen next. They think ahead rather than me having to give instructions. That’s service focused.” - Voice of Client, 2024

Representative work

Liquor Stores N.A. Ltd.'s proxy contest defense

Counsel to Liquor Stores in the defense of a proxy contest initiated by a dissident institutional shareholder to gain control of Liquor Stores' board of directors. BD&P’s work included the successful defense of Liquor Stores' soliciting dealer fee arrangement before a hearing of the Alberta Securities Commission.

Athabasca Potash Inc.'s proxy contest defence

Counsel to the committee of independent directors of Athabasca Potash Inc. in its defence of a proxy contest and its administration of a contested shareholder meeting, where dissident shareholders sought to replace members of management and the board of directors.

Canadian Pacific Railway's shareholder proxy contest

Alberta counsel to Pershing Square in a successful proxy contest initiated by Pershing to replace a number of directors of Canadian Pacific. This proxy contest was settled resulting in the departure of Canadian Pacific Railway's CEO and five board members and the election of Pershing's nominees.

Citadel Group of Funds contested unitholder meetings

Counsel to the independent director and the chairman in his administration of a series of contested unitholder meetings organized by the Citadel Fund Administrator.

Crown Point Energy Inc.'s proxy contest defense

Counsel to Crown Point Energy Inc. in the successful defense of a proxy contest initiated by a dissident institutional shareholder who requisitioned a shareholder meeting to gain control of Crown Point's board of directors and to defeat Crown Point's US$15 million financing to a private equity investor.

Crown Point Energy Inc. proxy contest defense

Counsel to Crown Point Energy Inc. in the successful defence of a proxy contest initiated by a dissident institutional shareholder who requisitioned a shareholder meeting to gain control of Crown Point's board of directors and to defeat Crown Points's US$15 million financing to a private equity investor