Art of the Case

Sept 2013 (Vol. 14, No. 10)

Julius Melnitzer, Lexpert Magazine

(Extract)

TELUS v. Mason was an epic shareholder activist dispute that demanded inter-firm teamwork and strategic vision.

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“The circumstances were unusual and novel because a hedge fund was moving into shareholder activism so as to profit from a trading strategy,” Robert Yalden says. “That’s uncommon even in the US.”

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“The issues that preoccupied me as a solicitor were the nature of the legal structure we were going to use and how we could ensure that the process we followed was above and beyond reproach,” Yalden says. “In this case, the two intersected because we ultimately decided to use a plan of arrangement, which involves a court-supervised process that creates a forum in which a disgruntled shareholder can appear and complain. We knew full well we might be facing litigation before the litigators ever arrived on the scene.”

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Yalden says the experience reinforced for him the critical role of in-house counsel. “What Monique and her team were doing was pushing each of the law firms for their perspectives to be followed by a full, frank and robust discussion in a respectful way,” he says. “They were tough discussions and presented a great challenge for the in-house team, who would often take away the different views and digest them. It took time for the whole process to come together, but at the end of the day, everybody understood the higher purpose, which was for TELUS to come out of this successfully and with reputation of its directors intact.”

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The full article is available in print in the September 2013 issue of Lexpert Magazine.