This Top Ten examines ten key issues that should be at the top of directors' minds as we enter 2014 and the upcoming proxy season.
This holding considerably relaxes the requirements for listed stock corporations downgrading their listing from the regulated market segment to the unregulated market segment or completely delisting from a stock exchange. This new delisting regime will, in particular, be relevant for companies seeking cost savings in restructuring scenarios as well as for companies with a small free float.
Public companies and their in-house counsel face new challenges as activist shareholders are demanding a greater voice in the boardroom. At the same time, engaged shareholders and their counsel tread the mine field of regulation as they seek to influence the governance agenda in the companies they own and to hold boards and management accountable for underperformance. Recently, some of the most high profile proxy contests have involved U.S. hedge funds targeting Canadian public companies. In this panel, hedge fund in-house counsel will face off against public company in-house counsel, fresh from their recent battles, to share their experiences and insights gained. Outside counsel with experience on both sides of the fight will discuss how in-house counsel can successfully steer their boards and management through the process.
The agenda for Proxy Season 2013 included: pay for performance, including peer group construction methodology and realizable pay; board responsiveness to shareholder proposals; pledging, hedging and margin accounts; special issues for Canadian pay for performance; European policy updates; and board tenure in Hong Kong and Singapore. This panel will consider the handling of these issues and the lessons learned from 2013 for best practices going into the next proxy season.
Shareholder activism is a controversial process by which shareholders exert their influence by generating pressure on the management of the company. The growth in activism has been spearheaded over the past decade primarily by groups falling into two categories: those whose motives are purely profit driven and those whose motives are to improve a company’s social and corporate responsibility.
This is a sample board resolution approving the repurchase of a company's common stock and authorizing the company's officers to carry out the repurchase, under Delaware law (United States).
This sample annual meeting script contains an order of business outline, general rules of conduct, a sign-in sheet, and sample introductory remarks.
Norton Rose Fulbright recently led a successful court application that illuminates the importance of public disclosure in the context of a proxy battle. This precedent-setting decision is relevant to all public companies, and it has far-reaching implications in the context of shareholder activism.
A recent trio of hotly contested proxy fights in Canada involving Norton Rose Fulbright’s Special Situations team helped further clarify and define the rights of a board of directors to determine the timing of a shareholders' meeting.