Service

Shareholder Activism

Shareholders are more engaged than ever. They are critically evaluating the financial and operational performance, governance and sustainability practices of the companies in which they invest and leveraging their rights as shareholders to express their views forcefully, whether privately or in public.  

At Osler we understand both the increased pressure on companies and shareholder frustration when dealing with an intransigent board and management. We have represented some of Canada’s largest companies in defending against activism, but have also advised prominent activists and investment mangers on initiating or responding to activist initiatives.

We are not motivated to seek media attention or to push our clients into public proxy contests. We leverage our deep understanding of the regulatory arena in which shareholder disputes occur and the options available to both sides to advise our client on the most effective strategy to achieve their goal. And when necessary, we do not hesitate to leverage all legal options on our client’s behalf.

Addressing activist shareholder initiatives

Sophisticated companies take a proactive approach by “thinking like an activist.” Osler has worked with a broad range of public Canadian companies to provide strategic guidance on assessing areas of potential vulnerability, preparing for an activist approach, avoiding becoming an activist target and defeating activist initiatives. We help our company clients respond to all forms of shareholder activism, whether that is a contest for control, opposition to a transaction or defending the company’s approach to sustainability.

Our lawyers advise companies on addressing activist threats in an effective and disciplined manner, consistent with directors’ fiduciary duties and, whenever possible, with a view to reducing the risk of incurring the expense and distraction of a public proxy battle. When a dispute is unavoidable, we help companies tailor their strategies in a way that credibly speaks to the broader picture.

Initiating an activist campaign

Osler has advised prominent shareholder activists on some of the most significant initiatives involving Canadian public companies. Leveraging our understanding of our clients’ goals as shareholders, the tools available to them and the legal defences Canadian companies use in response to activists’ initiatives, our experts offer activist shareholders strategic advice on how to prepare, initiate and announce an activist approach to a target and achieve their objectives. We also provide guidance on required regulatory approvals, filings and other compliance matters when taking action.

Industry Recognition

Osler’s Shareholder Activist Group has been recognized as an industry leader. The most recent edition of Corporate Commercial: The Elite (Chambers Canada, 2024), includes the following recommendation: “The lawyers at Osler, Hoskin & Harcourt are very practical, thoughtful, timely and proactive. They provide fit-for-purpose advice and work product."

Key Contacts

Andrew MacDougall

Partner, Corporate, Toronto


Latest Insights

  • Osler Update Feb 29, 2024

    Recent developments impacting unanimous shareholder agreements in Ontario

    Two recent Ontario cases illustrate how common provisions in unanimous shareholder agreements could be interpreted when majority and minority interest...

    Read more
    Recent developments impacting unanimous shareholder agreements in Ontario
  • Video Jan 17, 2024

    ESG and shareholder activism: key tips for issuers

    Shareholder activism is on the rise in Canada. Investors are closely monitoring environmental, social and governance (ESG) related disclosure, posing ...

    Read more
    ESG and shareholder activism: key tips for issuers
  • Blog Mar 16, 2023

    Unique lawsuit against company’s directors takes aim at climate risks

    U.K.–based environmental non-governmental organization ClientEarth took climate litigation to a new frontier last month when it filed a derivati...

    Read more
    Unique lawsuit against company’s directors takes aim at climate risks
  • Osler Update Nov 28, 2022

    When can a company refuse a shareholder proposal?

    Canadian public companies are increasingly being asked to include shareholder proposals for consideration at their annual meetings. But what are the r...

    Read more
View all Insights
Stay up to date with our latest insights
Subscribe

In the Media

  • Media Mentions Feb 16, 2022

    Increased shareholder activism tied to economic fallout – Financial Post

    Osler lawyer Andrew MacDougall discusses how the pandemic and its economic fallout has contributed to greater shareholder activism.

    Read more