Engaged shareholders are becoming more inclined to go directly to the traditional passive and long-only investors in an attempt to gain support for their agenda. How should management and boards create a process to proactively engage with all of these various parties who have different goals and priorities? This session examines the importance of making sure the shareholder base has a clear understanding of the corporate strategy and vision.

PAUL DAVIS, McMillan

Non-voting stock provides the shareholder very little or no vote at all on corporate matters, such as board elections or mergers. The emergence of the non-voting share structure allows companies to avoid certain public disclosures around pay and board structure that they might otherwise have had to provide to shareholders in voting materials. Companies with staggered boards increase the difficulty of a dissident group of shareholders taking control of the board, as the entire board cannot be replaced in a single proxy contest. This session explores the implications of what many view as an erosion of the corporate governance structure.

A bear hug can be seen as a hostile takeover attempt, as it is intended to put the target company in a position where they are unable to refuse being acquired. By offering a price far above the company's current value, management is essentially forced to accept the generous offer as they are legally obligated to act in the best interests of the shareholders. But the devil is in the details - what extra terms make the bear hug offer conditional? This session examines the strategy behind the bear hug, and explores if there really is anything a company can do to prevent or defend against it.

PETER M. CLAUSI, CBLT Inc. (Moderator)

The activist won... or the company settled and gave up one or more board seats to activist nominated directors. To move forward, the integration process must be seamless and amicable, but what happens when both sides just don't see eye to eye? What is the best way for incumbent board members and the new directors to work together? This session explores the dos and don'ts, best practices and pitfalls from those who have been involved in successful integration situations.

Activist shorting is on the rise against Canadian companies. This strategy is very different from traditional short-selling because the short-sellers publicly talk down securities to benefit their positions. Is this new breed of activists manipulating the market, or are they educating and helping investors recognize deficiencies in companies?

RIYAZ LALANI, Bayfield Strategy, Inc.