Shareholder activism in Canada: trends and outlook for coming years Shareholder activism in Canada: trends and outlook for coming years

Shareholder activism has increased in recent years and has influenced corporate governance in Canada. Recent trends, regulatory interventions and notable cases have laid the foundation for the continued influence of shareholder activism in Canada in the coming year, highlighting areas of potential focus for issuers and shareholders.

Issuers and shareholders are well-advised to anticipate heightened levels of activism and plan for meaningful shareholder engagement.

Trends in Canadian shareholder activism

Canada remains an activist‑friendly jurisdiction. In particular, Canada can be distinguished from the U.S. by its structural and regulatory features that make it easier for activist shareholders to catalyze change. Shareholders benefit from comparatively low thresholds to requisition a shareholder meeting at only 5% of outstanding shares. In addition, mandated annual director elections hold boards accountable to shareholders on a yearly basis. There is also easier access to shareholder proposal mechanisms. 

These low structural protections are leading activists to look to Canadian companies to pursue their agendas. Their campaigns are increasingly focused on board composition and leadership. Central to these campaigns are efforts to address CEO succession, capital allocation and calls for strategic recalibration. Many recent campaigns have concluded prior to a shareholder vote through targeted board refreshment, governance commitments from the issuer or corporate strategic plan adjustments.

There has also been an increase in shareholder proposals. While these proposals are most often advisory in nature, they provide a forum for shareholders to express views and advance agendas. According to Laurel Hill Advisory Group’s 2025 Trends in Corporate Governance Report, 89 proposals were submitted in 2025, which represents an increase of 9.9% compared to 2024. However, average shareholder support for these proposals has decreased this year to 12.6% from 15.2% last year. Of the proposals, 71.9% related to environmental and social matters and 18% related to governance matters. Several proposals opposed fully virtual shareholder meetings. In 2025, 41% of companies hosted fully virtual meetings, although this represents a decline from the high in 2021 of 88% of meetings. 

Although we anticipate environmental and social factors will continue to play a role in shareholder activism in Canada, developments in the United States and elsewhere have changed perspectives on these matters. The nature and extent of activism targeting these matters may be affected differently across jurisdictions. However, activism centered on governance concerns will remain a keystone in the activist playbook.

What decision-makers are saying

The most recent activist cases offer instructive lessons on effective board process, activist tactics, regulatory expectations and engagement strategies. Together, these foreshadow the direction in which shareholder activism in Canada is heading.

Canadian securities regulators have demonstrated a measured approach to intervention. Notably, in Greenfire, regulators issued an order cease trading a shareholder rights plan adopted in response to a third party acquiring a 43% position in the company. The securities regulators appeared unpersuaded by arguments of fiduciary duty breaches. Instead, they considered the private agreement exemption from the take-over bid rules and suggested that fiduciary duty considerations were more appropriately a matter for the courts. In the Greenfire decision, Osler was counsel to a significant shareholder in the hearing before the Alberta Securities Commission.

Similarly, and also when cease trading a rights plan, the securities regulator in Bitfarms [PDF] indicated that the rights plan sought to reduce the take-over bid trigger below the 20% bright line threshold, thereby undermining the animating principles of the take-over bid regime in a real and substantial way. Securities regulators can be expected to remain skeptical of rights plans that depart from the current take-over bid regime and to favour predictability of the regime.

While securities regulators often consider take-over bids, they less frequently consider proxy fights. These matters usually fall to be addressed before the courts (as noted by the regulator in Gildan). Similarly, in Aimia Inc. [PDF], intervention by the regulator was limited in the absence of an active proxy contest or imminent shareholder meeting and on the basis that the court was considering similar matters at the same time. The regulator was deferential to the board in adopting a private placement in the face of a hostile bid.

Osler was counsel for the lead investor in the hearing before the Capital Markets Tribunal. Additional detail on the Aimia decision is available in our Osler Update of March 11, 2024.

Courts are continuing to scrutinize activist tactics, though, like the regulators, they too are hesitant to intervene. Shareholder proposals are one common tool in activist campaigns. Their effectiveness in bringing about change, however, can be limited. In One Move v. Dye & Durham, for example, the court held that proposals cannot be used to remove directors, even if the director is that shareholder’s nominee. Instead, a shareholder must wait until the issuer’s annual general meeting or requisition a special meeting specifically for that purpose.

Courts are also strictly construing the terms of investor rights agreements (IRAs), particularly in proxy contests. The role of IRAs in limiting or enabling activism is highly fact dependent and they are often used as a settlement tool in proxy fights.

In One Move v. Dye & Durham, the court considered whether an IRA prohibited a shareholder from voting to remove a director. The Ontario court determined that the IRA did not preclude such voting, stating that “[u]nless a right afforded a shareholder under the OBCA is expressly or necessarily by implication abrogated by shareholder agreement, the rights of a shareholder under the OBCA apply.” In Parkland v. Simpson Oil, the court found that a material adverse change ended restrictions on activism in an IRA, demonstrating that parties have a great deal of latitude to craft their respective rights and obligations.

While courts will closely scrutinize activist and issuer tactics alike, they are reluctant to intervene absent clear, cogent evidence that the impugned measures are likely to coerce an outcome. In Muddy Waters v. Mayfair, the court refused to intervene with respect to change of control payments placed in trust for certain executives. The court found there was insufficient evidence that the payments would entrench the incumbent board or thwart efforts to win the proxy fight.

Effective challenges must be grounded in a strong evidentiary record. In Apollo v. MediPharm, the court refused the appointment of an independent chair and held that if some impropriety occurred at the meeting, an application could be brought following the meeting. The court also refused to order the release of communications between the company and its transfer agent to the dissident. The court found that such an order was unprecedented and was reluctant to interfere in the contractual relationship with the company and its transfer agent.

On the other hand, courts will interfere where a shareholder is wrongfully deprived of its vote. In Skychain, the company attempted to reject a dissident’s nominees on the grounds that they failed to disclose that they were acting jointly and in concert with others. The court held the advance notice policy on which the company purported to rely did not require such disclosure.

Preparing for increased activism

As the activism landscape evolves, issuers and shareholders should calibrate their strategies to align with regulatory expectations and investor priorities.

Being thoroughly prepared is essential. Issuers should establish — or update — activism response plans. It is prudent to ensure alignment of the capital allocation plan and corporate strategy narrative. It is also important to articulate a clear and credible governance plan. Finally, issuers and activists should ensure that IRAs operate as intended. Ongoing shareholder engagement is critical to identify concerns early.

A robust process in the face of actual or potential shareholder activism is a critical safeguard. When making decisions, parties should document the rationale underlying such decisions and consider strategic alternatives. This is particularly important during periods of heightened vulnerability when developing a comprehensive evidentiary record is critical. If a rights plan is contemplated, the rationale for the timing of its adoption, and the interplay with applicable securities law and institutional shareholder expectations, will be important considerations.  

We expect 2026 to bring continued high levels of activism and continued focus on establishing predictable rules. Success, whether defending or pressing for change, will turn on preparation, evidence and a cohesive strategy that integrates governance, M&A, securities and disputes expertise.