Understanding the Evolving
Landscape of Activist Campaigns

THE EVOLVING LANDSCAPE OF ACTIVIST INVESTING

Do activist investors ultimately add value to the companies they target, or are their campaigns just a distraction from the day-to-day operations of the business? The returns of activist hedge funds suggest success, but many feel their interests are short term in nature.

The landscape is changing, and the way that institutional investors and traditional long-only investors engage with management and boards is evolving. How are companies altering their communications with investors and shareholders?

The environment in Canada continues to be one of the most activist friendly jurisdictions in the world, and there are no indications that this will change. Activist Investing in Canada explores both sides of the debate and examines how the strategy is evolving and maturing.

CONFERENCE Agenda
  • Tuesday, October 6
07:30 - 08:30 AM
Registration, Networking & Breakfast
08:30 - 09:20 AM
The State of the Market: The Evolving Landscape of Shareholder Activist Campaigns in Canada

The environment in Canada continues to be one of the most activist friendly jurisdictions in the world. Do activist investors ultimately add value to the companies they target, or are their campaigns just a distraction from the day-to-day operations of the business? The landscape is changing, and the way investors engage with management, boards and shareholders is having a dramatic effect on the market. This panel examines the current state of activist investing in Canada, and explores both sides of the debate.

STEPHEN GRIGGS, Smoothwater Capital

VICTOR GUO, Institutional Shareholder Services Inc. Canada

DEXTER JOHN, D.F. King Canada

WALIED SOLIMAN, Norton Rose Fulbright (Moderator)

DOUGLAS E. SPEERS, Ceres Global Ag Corporation

09:25 - 10:15 AM
Exploring the Impact of Activist Campaigns in M&A Transactions

As activist activity continues to grow, M&A deals seem to be an increasingly appealing area of interest to activist investors. Activists have deterred some financial sponsors from completing M&A deals by bidding up share prices of target companies that they view as too low. Their demand for a higher purchase price has made obtaining shareholder approval to complete the transaction more challenging. What are the keys to getting an M&A deal done in the current environment? How does management need to pitch the deal properly to shareholders from the start? Panelists also discuss the importance of the investment bank in the process, how to develop a successful M&A strategy, and how the threat of activism is driving more companies to look at completing an M&A deal.

TYLER BROOKE, Goldman Sachs

SCOTT FREEMAN, Sidley Austin (Moderator)

DAVID HUNKER, J.P. Morgan

ALEXANDER MOORE, Davies Ward Phillips & Veineberg

10:15 - 10:30 AM
Networking Break
10:30 - 11:20 AM
How Are Traditional Long-Only Investors Becoming More Engaged with Activist Investors?

Are long-term holders truly passive owners? This session explores the changing nature of engagement between more traditional long-only funds, activist investors, companies and shareholders. Panelists discuss how they view activist investors, how their interests differ and how they have worked together. Panelists also examine the communication process, what their expectations for engagement are, and the recent increase in “request for activism” (RFA) from long-only funds.

PETER C. BRIMM, Picton Mahoney Asset Management

ALI DIBADJ, Bernstein

PATRICK HORAN, Agilith Capital

CHRIS YOUNG, Credit Suisse (Moderator)

11:25 - 12:15 PM
Legal & Regulatory Update: Securities Laws, Proxy Rules, Litigation and Regulatory Approvals

As we head into 2016, this panel of experts discuss the latest updates to the legal and regulatory system in Canada including the final changes to the early warning regime, the use of private placements as a defensive tactic in contested transactions, tactical considerations related to a contested meeting, proxy voting infrastructure issues, majority voting policies, and proxy access.

PAUL DAVIS, McMillan (Moderator)

NAIZAM KANJI, Ontario Securities Commission

MICHAEL PARTRIDGE, Goodmans

ORESTES PASPARAKIS, Norton Rose Fulbright

PENNY RICE, Shorecrest Group

12:15 - 01:15 PM
Networking Luncheon
*Sponsored by D.F.
01:15 - 02:05 PM
Proxy Contests and Hostile Take-Over Bids in Canada: A Look at the Facts

This session features discussion of an empirical analysis of proxy contest and hostile take-over bid activity in Canada. Panelists discuss some of the key findings from the studies, including the outcomes of the contests and bids and the key factors that may have influenced outcomes. Panelists also explore the proposed changes to the Canadian take-over bid regime designed to rebalance the current dynamics between bidders, boards and shareholders.

JOHN ARMSTRONG, BMO Capital Markets

AARON ATKINSON, Fasken Martineau

BRADLEY FREELAN, Fasken Martineau

RIYAZ LALANI, Bayfield Strategy, Inc.

WARD SELLERS, Sherritt International Corporation

02:10 - 03:00 PM
Organizing A Successful Defense Strategy

In Canada’s activist friendly environment, public companies need to be proactive and develop a strong defense strategy before they become the target of a campaign. Important components include communication planning and shareholder engagement, assembling a response team, planning how to use the media to communicate with the market, and understanding how to deal with proxy advisory firms. This session examines strategies that have resulted in successful corporate defenses, and weighs the alternatives regarding “settling or fighting” with the activist.

BILL DOUGLASS, Gotham Communications (Moderator)

JONATHAN FELDMAN, Goodmans LLP

DARREN NOVAK, Houlihan Lokey

DAVID ROSEWATER, Morgan Stanley

JOHN VARGHESE, Revive Capital Investment Management

03:00 - 03:25 PM
FEATURED: A Discussion with Paul Hilal of Pershing Square

PAUL HILAL, Pershing Square Capital Management

AMBER KANWAR, Business News Network (Moderator)

03:25 - 04:10 PM
Activist Opportunities in the Energy Sector

How is the recent fall of oil prices making energy companies vulnerable to activist campaigns? If oil prices remain depressed into next year, what will this mean for high-yield issuers whose hedges will expire in 2016? This session explores how investors are using high-yield or leverages loans to gather information and evaluate potential target’s capital structures. What are the effects on oil companies that are using their land as collateral for asset-based loans? Panelists explore credit and equity in the energy space.

JOSH BLACK, Activist Insight (Moderator)

MICHAEL GALEGO, Pacific Rubiales Corporation

ZACHARY GEORGE, FrontFour Capital

CHRISTOPHER HARRISON, Schulte Roth & Zabel

04:15 - 05:00 PM
Proxy Contests and Directors and Officers Liability (D&O) Insurance

One of the most common questions asked by potential board members is “does the company have D&O insurance, can I see the policy and how for how much would I be covered?” This panel featuring a professional investor and director, a D&O insurance broker, and a plaintiff attorney discuss the impact of D&O insurance on proxy contests. Panelists discuss how board members can protect themselves a D&O insurance policy, the approach attorneys use when suing a board, and how brokers keep directors safe from litigation.

WENDY BERMAN, Cassels Brock & Blackwell

JENNIFER FAHEY, JLT Group

JOSHUA HOROWITZ, Palm Ventures

BRADLEY TIRPAK, Locke Partners (Moderator)

05:05 - 05:55 PM
The Evolving Landscape of the Public Company Board: Should Directors Be Thinking More Like an Activist?

Should companies take steps to renew and change their board before an activist tries to change it for them? With activist investors targeting a record number of companies, and traditional indexed and institutional investors taking a less passive role, more companies are realizing the importance of being proactive by instituting change within the board. This session explores the most common issues that companies are examining including the director selection process, board diversity and composition, corporate governance, ethics, shareholder communication and risk management. Panelists examine the types of questions boards should be asking themselves, and discuss examples of how they have successfully instituted change in their own experience.

ANDREW FREEDMAN, Olshan Frome Wolosky

GILBERT S. PALTER, Change Agent

GORDON PRIDHAM, Edgewater Capital

TED WHITE, Legion Partners (Moderator)

ROB ZIVNUSKA, CamberView Partners

06:00 - 07:00 PM
The Activist Investing in Canada Cocktail Reception
*Sponsored by Goodmans