Activism has entered the mainstream. Shareholders are more willing now than ever before to look to boards for answers, and boards must respond with initiatives that enhance shareholder value, including management change, recapitalizations, asset sales, spinoffs or even a sale of the business as a whole. Good preparation and advice are critical to develop, execute and communicate effective strategies for boards to respond to shareholders' expressed and potential concerns. And activists must confront boards armed with the right information, delivered with a tactically sound approach.
Our Board Advisory and Governance partners are deal-hardened advisers and that experience adds an important element of strategic and tactical advice—we offer seasoned counsel on all issues affecting boards and activists. Our team of practitioners understands the nuances and interests on both sides of board conflicts and has experience strategically guiding clients through all aspects of the prevention and management of those conflicts.
We serve clients across all shareholder activism issues; we provide strategic and technical advice to public companies on responding to shareholder proposals, and on navigating proxy contests for board and management shake-ups. We help boards and management in dealing with shareholder meeting requisitions, and successfully litigate before the courts to achieve the best outcomes for our clients. We have extensive experience in preparing targets in advance of shareholder activism and for change-of-control transactions, and rigorously defend our clients against unsolicited approaches.
Our experience includes acting for:
- Sherritt International in its proxy battle with an activist shareholder seeking to change the board of directors
- Inmet Mining in its defence of a C$5.1 billion unsolicited hostile takeover by First Quantum Minerals Ltd., which involved Inmet’s response to First Quantum’s initial proposals and subsequent offer, including seeking strategic alternatives and engaging in defensive tactics to enhance value for Inmet’s shareholders
- Equity Financial Holdings in connection with a shareholder action seeking to change the board of directors and management
- the special committee to the board of Ceres Global AG Corp. in its proxy fight with an activist shareholder seeking to terminate the company's management agreement
- Enercare in connection with its successful defense of a proxy contest initiated by a New York-based hedge fund
- Waratah Coal in connection with Mineralogy Canada's C$100 million hostile bid, providing strategic advice on takeover defense tactics and responses to the unsolicited approach by Mineralogy Canada
- the board of directors of Northstar Healthcare Inc. in its refinancing and reorganization with Healthcare Ventures LLC, following disputes with its former controlling party
- PBB Global Logistics Income Fund in its C$250 million sale to Livingston International Income Fund following Livingston's unsolicited hostile takeover bid
- the management of Helix BioPharma Corp. in its proxy contest
- Paul Bloom (Blue Ribbon Fund Management) in the proxy battle for control of the Citadel group of funds as a partner with Brompton Funds in proposing a special redemption right to Citadel funds unitholders, and to merge the funds with Crown Hill Fund and Equal Weight Fund to form a continuing fund to be named the Citadel Income Fund
- TLC Vision in its dissident proxy battle
- Algoma Steel in its proxy fight