“Canada's regulations and standards make the region attractive for activist campaigns. Canada is particularly attractive for smaller activist funds which have recently enjoyed a great deal of success targeting smaller material focused companies.”

Jay Frankl, Senior Managing Director

Country:
Canada

Country: Canada

Average % of insider ownership:

2.54

Activism
Threat Level


To learn more about this country, please click on the tabs below


With a regulatory environment that is viewed as more activist-friendly than the U.S., Canada is the second most likely jurisdiction for activism and has increasingly attracted investments from its southern neighbor. The commodity price drop in 2015 left Canadian firms vulnerable to attack and corresponded to a surge in activism activity. This particularly affected the basic materials sector, which ranks as Canada’s third largest industry. As commodity prices rose, particularly in the back half of 2016, companies were less vulnerable and activism activity dropped somewhat.

Shareholders must disclose a press release and warning report upon acquiring 10% or more of an outstanding class of shares within two business days. Additional disclosure is required when adding 2% to the ownership above.

Like the U.S., Canadian regulations allow for looser 13G type disclosure when an investor does not intend to influence the strategic direction of the company.

Uniquely, Canada offers what is known as the “oppression remedy” which entitles the court to enforce a breach of fiduciary duty from the Board. Actions may include awarding damages, transaction review, or calling a special meeting.

Exemptions available to activist investors include “15 of fewer”, which allows for solicitation of up to 15 shareholders and the ability to publicly broadcast their campaign.

The proxy solicitation rules in Canada are highly technical, can vary by jurisdiction and are a common subject of litigation in contentious activism campaigns.

Few corporate defense options are available to Canadian companies. One such example is that shareholders vote annually on all directors and this permits the full board to be removed in one voting period.


Top Campaigns by Type

1. Gain Board Representation
2. Lack of/Inaccurate information from Company
3. Push for Sale of Company to third Party

Campaigns By Year

Total
Campaigns

386

Notable Invested Activists

Pershing Square Capital Management
Mouvement d’éducation et de défense des actionnaires (MÉDAC)
Sandell Asset Management

Recent activism campaigns

Osiris Therapeutics
VS.
Cannell Capital LLC
SunOpta Inc.
VS.
Engaged Capital
Canexus Corp
VS.
Stirling Funds

Total Active
Campaigns

54

Contact FTI Consulting

Geoff Serednesky

Capital Markets Research and Activist Engagement
Managing Director
+1 312 861 4721
Geoff.Serednesky@FTIConsulting.com

Bryan Armstrong

Americas Head of Capital Markets Communications
Senior Managing Director
+1 (312) 553 6707
Bryan.Armstrong@fticonsulting.com

Jay Frankl

Head of Activism and M&A Solutions
Senior Managing Director
+1 (202) 312 9216
Jason.Frankl@fticonsulting.com