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Author Archives / Frederic Cotnoir

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Proxy Access In Canada: CCGG Proposals to Give Shareholders More Input Into the Director Nomination Process

Posted in Shareholders


The Canadian Coalition for Good Governance (CCGG) recently published a policy encouraging issuers to take measures to enhance “proxy access”, meaning the ability of shareholders to have meaningful input into the director nomination process. The CCGG published this policy in the midst of a surge of voluntary adoption of proxy access by significant issuers in the United States. As of the date of this publication, we are not aware of any Canadian issuer that has adopted proxy access.

In Canada, a registered shareholder can always have a say in the director nomination process by nominating individuals from the floor … Continue Reading

Regulatory Approvals in M&A Deals

Purchasers’ Contractual Covenants related to Regulatory Approvals

Posted in Private Transactions, Public M&A

Recent proposed mergers blocked by the Canadian government and other regulators, such as the Minister of Industry’s ruling against BHP Biliton’s proposed hostile take-over bid for Potash Corporation in November 2010, the recent CRTC decision to deny BCE’s friendly bid for Astral Media and the initial rejection by the Minister of Industry of the proposed negotiated acquisition of Progress Energy by Malaysian Petronas suggest that the negotiation of the provisions in merger agreements that relate to government and regulatory approvals will become increasingly important, and will be reviewed with greater scrutiny by the parties and their boards of directors.

In … Continue Reading