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Author Archives / Matthew Cumming

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Fairness Opinions – Important Ontario Court Comment

Posted in Uncategorized

The following article by Graham P.C. Gow, Jonathan Grant, Andrew Parker and Matthew Cumming may be of interest to readers of this blog: Fairness Opinions – Important Ontario Court Comment In almost every Canadian M&A transaction, the board of directors of the target company, and often also the acquiring company, will expect their financial advisors… → Read More

DEFENSIVE TACTICS DURING A PROXY CONTEST: lessons from the Oremex saga

Posted in Private Equity, Private Transactions, Shareholders, Strategy

There are important lessons in a recent Ontario Superior Court decision examining defensive tactics taken by a board in the context of a contested shareholders’ meeting. In Concept Capital Management Ltd. v. Oremex Silver Inc., 2013 ONSC 7820, the board of Oremex – during a contested election — postponed a shareholders’ meeting and issued shares… → Read More

5 Things US Activist Investors Need to Know about Canada

Posted in Public M&A, Shareholders, Strategy

With the recent election of seven nominees to the board of CP Rail, Bill Ackman and Pershing Square demonstrated in dramatic fashion that no Canadian company is immune from the rough-and-tumble world of proxy battles. Mason Capital also illustrated this recently with its successful opposition to the proposed share conversion of Telus Corp.  Shareholder activism… → Read More

SEC Will Not Challenge Court Decision on Proxy Access

Posted in Shareholders

The U.S. Securities and Exchange Commission (SEC) announced last week that it will not seek a court rehearing on the validity of its proposed “proxy access” rules, which were rejected by the U.S. Court of Appeals in July. Under the rules, a company would have been required to include on its proxy a board candidate nominated… → Read More