Landscape of Canadian Issuers
Whether we call them constructive investors, engaged shareholders, collaborative stakeholders or activist investors... it's clear that investors in public companies are more frequently using their influence to express shareholder views and concerns to management. The goal being to start a constructive dialogue with company leadership, and implement a range of collaborative improvements designed to enhance business and corporate governance practices.
The fourth annual, Shareholder Engagement in Canadian Companies conference explores how companies should be proactively evaluating their current business practices, managing their shareholder engagement programs, and positioning their board properly. We'll also examine best practices for response and collaborative engagement with influential investors.
- Thursday, November 2
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.
MICHELLE APPLEBAUM, Northwest Pipe (NWPX)
MARGARET BROWN, Morgan Stanley
ALI DIBADJ, AllianceBernstein (AB)
DEXTER JOHN, D.F. King Canada (Moderator)
FRED PLETCHER, Borden Ladner Gervais
Join Paul Davis for an in-depth Q&A session with Courtenay Wolfe, who successfully led two initiatives to reconstitute boards of public companies. During this discussion, Ms. Wolfe will share lessons she learned from spearheading the 2013 Brilliant Resources Inc. (now Founders Advantage Capital Corp.) and the 2017 Eco Oro Minerals Corp. proxy fights as well as the major challenges faced by dissidents launching activist campaigns in order to reconstitute boards to enhance shareholder value.
PAUL DAVIS, McMillan
COURTENAY WOLFE, Eco Oro Minerals Corp.
Graeme Roustan has taken a meaningful position in Aeterna Zentaris, has put pressure on the Board and has called on the Board to put the company up for sale. As a result, the company has formed a Strategic Review Committee and hired advisors to evaluate ways to improve shareholder value. This follows Mr. Roustan's similar efforts in 2015 to get the Board of Performance Sports Group to change, and when they refused, the company ultimately filed for bankruptcy.
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.
AMY BORRUS, Council of Institutional Investors
ANELIYA CRAWFORD, Schulte Roth & Zabel LLP
SETH DUPPSTADT, Proxy Insight (Moderator)
KERN MCPHERSON, Glass Lewis
PATRICE MERRIN, Arconic; Glencore, plc; Kew Media Group
ED MULLANE, Activistmonitor
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)
ZACHARY GEORGE, FrontFour Capital
RIYAZ LALANI, Bayfield Strategy, Inc.
The panel will review recent legal and regulatory issues impacting contested transactions, including CSA Staff Notice 61-302 and the InterOil decision; the OSC and BC Supreme Court decisions regarding Eco Oro; the role of securities regulatory authorities in proxy fights; Divisional Court decision in Koh v Ellipsiz Communications; and the extent of public interest power and the Point North decision.
PAUL DAVIS, McMillan (Moderator)
NAIZAM KANJI, Ontario Securities Commission
PENNY RICE, Shorecrest Group
PHILIPPE TARDIF, Borden Ladner Gervais
The activist won...or the company settled and gave up one or more board seats to activist nominated directors. To move forward, the process must be seamless and amicable, but what happens when both sides just don't see eye to eye? How can a company foster an effective board post-integration? How can an activist nominated director successfully balance their legal and fiduciary duties as directors with their alliance to the activist? Can incumbent board members ever feel comfortable about sharing sensitive information with them? This session explores the dos and don'ts, best practices and pitfalls from those who have managed the process in the past.
STEPHEN GRIGGS, Smoothwater Capital; Director, Marquee Energy Ltd.
W. SCOTT LECKIE, Takota Asset Management Inc.
ED MULLANE, Activistmonitor (Moderator)
GILBERT PALTER, EdgeStone Capital Partners