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A year in review: Fasken Martineau releases 2014 Update to its Canadian Proxy Contest Study

Fasken
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Fasken Martineau today released the 2014 Update to its ground-breaking Canadian Proxy Contest Study released last year. The 2014 Update includes valuable insights into trends witnessed during 2013 and highlights some new developments.

Toronto (Canada) – Fasken Martineau, a leading international business law firm, today released the 2014 Update to its ground-breaking Canadian Proxy Contest Study released last year. The 2014 Update includes valuable insights into trends witnessed during 2013 and highlights some new developments.

Among the highlights of the report:

  1. 2013 witnessed a 41% decrease in the number of proxy contests from 2012; however, the mining sector remained active.
  2. Fewer contests or not, management had little opportunity to rest easy in 2013: dissidents had their best year since 2009, succeeding in two-thirds of board-related contests.
  3. Institutional shareholders weren't the only ones able to throw their weight around in the boardroom; retail shareholders achieved striking success in 2013.
  4. Seeking a clean sweep of the boardroom became an almost universally adopted tactic in 2013 – and the tactic appeared to pay off for dissidents.
  5. The rate of settlements almost doubled in 2013; and parties settled much earlier in the process.

Fasken Martineau's study of proxy contests completed in Canada provides a profile of those initiating and those targeted by proxy contests, their relative success in disrupting or maintaining the status quo, and key tactical decisions that may have impacted outcomes.

The study was authored by Aaron Atkinson, Dan Batista and Brad Freelan, Toronto-based M&A partners at Fasken Martineau who have extensive experience in contested transactions.

"One of our principal objectives in producing the 2014 Update was to continue to advance our understanding of the factors that influence the initiation, conduct and outcome of proxy contests. It was interesting to observe that, even though there were fewer contests in 2013, targets still had reason for concern as dissidents achieved success in two-thirds of contests," said Aaron Atkinson.

"The success of 'Non-Institutional' dissidents in 2013 raised eyebrows. It provides a salutary reminder that no activist investor, regardless of size or perceived sophistication, should be taken lightly," added Dan Batista.

"Our study also showed that one-third of board-related contests ended with an announced settlement last year, compared to 18% of board-related contests from 2008-2012. Moreover, in the majority of settled contests, settlement occurred much earlier in the process," said Brad Freelan.

Download a copy of the 2014 Canadian Proxy Contest Study Update or the original 2013 Canadian Proxy Contest Study.

Journalists interested in scheduling interviews with the report's authors should contact Camille Boileau at cboileau@fasken.com, or 1 514 871-5987 or Karen Lafleur at klafleur@fasken.com, or 1 514 397-4396.

About Fasken Martineau

Fasken Martineau is a leading international business law and litigation firm. With more than 770 lawyers, the firm has offices in Vancouver, Calgary, Toronto, Ottawa, Montréal, Québec City, London, Paris and Johannesburg. For additional information, please visit the firm's website at www.fasken.com.

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