Shareholder Activism

Shareholder activism defence requires a dedicated team of corporate and litigation experts with extensive expertise and experience. Our contested situations team has earned a reputation for providing practical, results-oriented advice and thought leadership.
Subscribe
Share

Overview

Shareholder activism is now firmly entrenched in the corporate landscape. Companies of all sizes and in all industries can be the target of shareholder activists seeking changes to leadership, strategy and corporate/capital structure.

We work with boards of directors, special committees and management to identify and address potential vulnerabilities to reduce the risk of being a target of shareholder activism. Should a company find itself the target of an activist campaign, our team provides strategic, governance and communications advice as well as assistance with presentations to proxy advisory firms and preparation of proxy materials and meeting logistics.

 

Download the latest edition our Directors Handbook Canadian Proxy Context Study, subscribe to our blog, “Timely Disclosure” or contact any of our lawyers for answers to your questions about how we can help you defend against shareholder activism or other contested situations.

Team

Primary Contact
  • Bradley A. Freelan, Partner | Mergers & Acquisitions, Toronto, ON, +1 416 865 4423, bfreelan@fasken.com
Bradley Freelan Toronto Lawyer Bradley A. Freelan Partner | Mergers & Acquisitions Toronto, ON +1 416 865 4423
All Members

Client Work

  • Guyana Goldfields Inc. acquired by Zijin Mining Group Co., Ltd. for aggregate proceeds of C$323 million, [Deal - Guyana Goldfields Inc.], Guyana Goldfields acquired by Hong Kong based Zijin after multiple public offers for the company
  • Waterton Precious Metals Bid Corp successfully defends dissent proceeding brought by minority shareholder., [Case - Chaparral Gold Corp.], Waterton's successful in shareholder dissent proceeding
  • Lion Point Capital enters into Cooperation Agreement with Sierra Wireless, [Deal - Lion Point Capital], On April 16, 2020 Sierra Wireless, Inc. (“Sierra Wireless”) the leading IoT solutions provider that combines devices, network services and software to unlock value in the connected economy, announced that it entered into an agreement with Lion Point Capital, LP (“Lion Point”), an investment firm ...
  • Titan Minerals Successfully Completes Its Unsolicited Take-Over Bid For All Of the Shares of Core Gold, [Deal - Titan Minerals Limited], On February 7, 2020 Titan Minerals Ltd. (Titan), an ASX listed Australian copper and gold company with assets in Peru, announced that it has successfully completed its unsolicited share exchange take-over bid launched on September 30, 2019 for all of the issued and outstanding common shares of Co...
  • Aphria announces successful takeover bid defence, [Deal - Aphria Inc.], On January 23, 2019, Green Growth Brands (“GGB”) launched a hostile bid (the “GGB Bid”) to acquire all of the outstanding common shares of Aphria (“Aphria”). On February 6, 2019, Aphria filed and mailed its directors’ circular recommending that Aphria shareholders reject the GGB Bid. On April 15,...
  • China's Zijin Mining to buy Canada's Nevsun for approximately C$1.86 billion, [Deal - Zijin Mining Group], On September 4, 2018, Zijin Mining Group Co. (SSE: 601899; SEHK: 2899) (“Zijin”) a Chinese company which specializes in gold, copper, zinc and other mineral resource exploration and development, announced that it had made a friendly offer to buy Vancouver-based, Nevsun Resources Ltd. (NYSE: NSU; ...
  • Rainy Day Investments wins proxy fight for DAVIDsTEA, [Deal - Rainy Day Investments Ltd.], On June 14, 2018, at the annual meeting of DAVIDsTEA Inc. held in Montreal, seven persons nominated by Rainy Day Investments Ltd. were elected to the Board of Directors of DAVIDsTEA in a contested Board election.  DAVIDsTEA is a Canadian corporation listed on Nasdaq (Nasdaq: DTEA).Rainy Day Inves...
  • Successfully represented the members of a special committee of directors in a case resulting from a takeover bid, [Case - Confidential Client], Successfully represented the former members of the independent committee of the Boralex Power Income Fund in response to an action for damages brought by the O’Leary Funds, former unitholders in the Boralex Power Income Fund. The action arose out of the acquisition of the Boralex Power Income Fun...
  • Chemtrade Logistics Income Fund's hostile takeover of Canexus Corporation, [Deal - Bank of Montréal], Matter valued at CDN$900 million. It was also one of the first financings of a hostile takeover bid in Canada in many years.
Deal Advised Guyana Goldfields Inc. Guyana Goldfields Inc. acquired by Zijin Mining Group Co., Ltd. for aggregate proceeds of C$323 million Guyana Goldfields acquired by Hong Kong based Zijin after multiple public offers for the company Read more
Case Represented Chaparral Gold Corp. Waterton Precious Metals Bid Corp successfully defends dissent proceeding brought by minority shareholder. Waterton's successful in shareholder dissent proceeding Read more
Deal Advised Lion Point Capital Lion Point Capital enters into Cooperation Agreement with Sierra Wireless On April 16, 2020 Sierra Wireless, Inc. (“Sierra Wireless”) the leading IoT solutions provider that combines devices, network services and software to unlock value in the connected economy, announced that it entered into an agreement with Lion Point Capital, LP (“Lion Point”), an investment firm ... Read more
Deal Advised Titan Minerals Limited Titan Minerals Successfully Completes Its Unsolicited Take-Over Bid For All Of the Shares of Core Gold On February 7, 2020 Titan Minerals Ltd. (Titan), an ASX listed Australian copper and gold company with assets in Peru, announced that it has successfully completed its unsolicited share exchange take-over bid launched on September 30, 2019 for all of the issued and outstanding common shares of Co... Read more
Deal Advised Aphria Inc. Aphria announces successful takeover bid defence On January 23, 2019, Green Growth Brands (“GGB”) launched a hostile bid (the “GGB Bid”) to acquire all of the outstanding common shares of Aphria (“Aphria”). On February 6, 2019, Aphria filed and mailed its directors’ circular recommending that Aphria shareholders reject the GGB Bid. On April 15,... Read more
Deal Advised Zijin Mining Group China's Zijin Mining to buy Canada's Nevsun for approximately C$1.86 billion On September 4, 2018, Zijin Mining Group Co. (SSE: 601899; SEHK: 2899) (“Zijin”) a Chinese company which specializes in gold, copper, zinc and other mineral resource exploration and development, announced that it had made a friendly offer to buy Vancouver-based, Nevsun Resources Ltd. (NYSE: NSU; ... Read more
Deal Advised Rainy Day Investments Ltd. Rainy Day Investments wins proxy fight for DAVIDsTEA On June 14, 2018, at the annual meeting of DAVIDsTEA Inc. held in Montreal, seven persons nominated by Rainy Day Investments Ltd. were elected to the Board of Directors of DAVIDsTEA in a contested Board election.  DAVIDsTEA is a Canadian corporation listed on Nasdaq (Nasdaq: DTEA).Rainy Day Inves... Read more
Case Represented Confidential Client Successfully represented the members of a special committee of directors in a case resulting from a takeover bid Successfully represented the former members of the independent committee of the Boralex Power Income Fund in response to an action for damages brought by the O’Leary Funds, former unitholders in the Boralex Power Income Fund. The action arose out of the acquisition of the Boralex Power Income Fun... Read more
Deal Advised Bank of Montréal Chemtrade Logistics Income Fund's hostile takeover of Canexus Corporation Matter valued at CDN$900 million. It was also one of the first financings of a hostile takeover bid in Canada in many years. Read more
All Client Work

Knowledge

  • When Might Shareholders Attract Fiduciary Duties Under a Shareholder Agreement? Guidance from Delaware Relevant to Private Equity and Venture Capital in Canada, 10/23/2024
  • “Joint Actors” in Shareholder Activism: Did Canada Just Get More “Activist Friendly”?, 4/18/2024
  • “One True Rule” Reigns Again in Public M&A: Court of Appeal Awards Dissenting Shareholders Significant Premium, 3/5/2024
Diverse group of colleagues meeting in a boardroom Bulletin When Might Shareholders Attract Fiduciary Duties Under a Shareholder Agreement? Guidance from Delaware Relevant to Private Equity and Venture Capital in Canada Fiduciary duties in Private Equity and Venture Capital – when might shareholders attract them? Read more
The M&A Lawyer Bulletin “Joint Actors” in Shareholder Activism: Did Canada Just Get More “Activist Friendly”? Proxy Contests in Canada: Did Canada Just Get More “Activist Friendly”? Read more
strategy meeting Bulletin “One True Rule” Reigns Again in Public M&A: Court of Appeal Awards Dissenting Shareholders Significant Premium Dissenting shareholders awarded significant premium following takeover bid. Read more

Events

  • Proxy Season Preview: Regulatory & Disclosure Updates and The Evolution of ESG: The Agenda for Change (TEST 2030), 1/13/2030
  • Proxy Season Preview: Recent Developments in Corporate Governance and the Importance of ESG Considerations, 1/14/2021
Fasken institute webinar laptop Upcoming Webinar Proxy Season Preview: Regulatory & Disclosure Updates and The Evolution of ESG: The Agenda for Change (TEST 2030) Fasken's Securities, Mergers & Acquisitions practice group, together with Laurel Hill Advisory Group and the Toronto Stock Exchange cordially invite you to join us as we review recent regulatory developments and address current topics as public companies prepare for the 2022 proxy season. About the event
Fasken institute webinar laptop Pre-recorded Webinar Proxy Season Preview: Recent Developments in Corporate Governance and the Importance of ESG Considerations Fasken's Securities, Mergers & Acquisitions practice group cordially invites you to join us as we review recent regulatory developments and address current topics as public companies prepare for the 2021 proxy season. location location Pre-recorded webinar About the event

News

  • Fasken Issues 2022 Canadian PIPE Deal Point Study, 5/2/2023
  • ReOrg Research quotes Brad Freelan in an article on Shareholder Activism in the Mining Industry, 6/18/2020
  • Miningweekly.com mentions Fasken in an article about proxy contests in Canada, 2/22/2019
Fasken Issues 2022 Canadian PIPE Deal Point Study Notable Work Fasken Issues 2022 Canadian PIPE Deal Point Study Our fourth annual Canadian PIPE Deal Point Study reviews PIPE deal trends in 2022 and compares the results with those seen in 2019, 2020 and 2021, and looks ahead to what we may expect in 2023. Read more
MediaCoverage-1 Media Coverage ReOrg Research quotes Brad Freelan in an article on Shareholder Activism in the Mining Industry “Activists Could Push for More Mining M&A After Covid-19 Subsides, Industry Sources Say” by Elena Duré, ReOrg Research Read more
MediaCoverage-1 Media Coverage Miningweekly.com mentions Fasken in an article about proxy contests in Canada “Canadian mining companies under siege in proxy contests - law firm” by Mariaan Webb, miningweekly.com Read more

    Subscribe

    Receive email updates from our team

    Subscribe