“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:

2.67

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 now FTI Consulting’s third most attractive jurisdiction for activism in 2017. The basic materials sector, which ranks as Canada’s third largest industry, remains the industry of choice for activists particularly at the micro and small cap level.

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 two percent 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.

Shareholders who own just five percent of voting equity can requisition a shareholder meeting.

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 or 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.

Canadian companies have very few corporate defense options, which makes Canada attractive to activists. For example, shareholders vote annually on all directors. This permits the full board to be removed in one voting period.

Basic defenses such as advance notice by-laws and proxy cut-off times are becoming more common.

Although forum selection by-laws are not common, newly-IPOed companies are increasingly adopting them. A small number of Canadian companies also boast enhanced quorum provisions.


Top Campaigns by Type

1. Removal Of CEO Or Other Board Member
2. Gain Board Representation
3. Remuneration

Campaigns By Year

Total
Campaigns

420

Notable Invested Activists

Mouvement d’éducation et de défense des actionnaires (MÉDAC)
West Face Capital
M&G Investments

Recent activism campaigns

Hudson's Bay Company
VS.
Land and Buildings
Methanex Corporation
VS.
M&G Investments
Aecon Group Inc.
VS.
Crescendo Partners

Total Active
Campaigns

65

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