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Special situations

The Special situations team has played a leading role in Canada’s most high-profile shareholder activist and defence mandates, as well as complex reorganization transactions. The team has led or defended dozens of proxy battles in recent years. Our lawyers also lead complex M&A and litigation matters.

We are called upon for advice in the context of special situations for several reasons:

  • Broad experience – We have advised activists, corporations, boards of directors and special committees in Canada on some of the most high-profile proxy battles. As a result, we understand the legal and business issues that all parties to a proxy battle face and how to get the best results for our clients.
  • Leading case law – Our proxy battle campaigns have resulted in the leading case law and practice in Canada on fundamental proxy issues including empty voting, board duties during a proxy contest, the definition of solicitation, the definition of acting jointly or in concert, advance notice bylaws, independent chairpersons and requisitions.
  • Well-developed/tested playbook – Our customized proxy defence playbook provides companies and boards of directors with practical information on how to respond quickly and effectively to activist shareholders, including identifying strategic tactics that may be employed by the board and management in the course of defensive planning.
  • Global expertise – Our special situations expertise across Canada is supplemented by expertise in multiple jurisdictions across the world. As this is an evolving area of the law, access to a global network of colleagues who have addressed similar issues is a unique and valuable advantage.

Select client work

We have advised on the following representative mandates.

Defence mandates

  • Agrium Inc. in its high-profile and successful defence opposite dissident shareholder JANA Partners LLC.
  • Tuckamore Capital Management Inc. in its high-profile defence opposite dissident shareholder Access Capital.
  • Genesis Land Development Corp. in a shareholder dispute opposite a dissident group which included Smoothwater Capital Corporation.
  • Bioniche Life Sciences Inc. in its high-profile and successful defence opposite dissident shareholder William Wells.
  • Key REIT in its successful hostile takeover defence opposite dissident shareholder Huntingdon Capital Corp.
  • Viterra Inc. in its high-profile defence opposite dissident shareholder Alberta Investment Management Corp.
  • Telus Corporation in its high-profile and successful defence opposite dissident shareholder Mason Capital Management LLC. This proxy battle established Canada’s leading case law on “empty voting” and board duties upon receipt of a requisition.
  • Bennett Environmental Inc. in its high-profile defence opposite dissident shareholder Sam Belzberg. This proxy battle led to the first decision in Canada on duties of a board during a proxy fight.
  • Mundoro Capital Inc. in its successful defence opposite a dissident shareholder group. This proxy battle established the “Advance Notice Policy” in Canada.
  • Maudore Minerals Ltd. opposite dissident shareholder Anglo Pacific Group PLC. This proxy battle established law on meeting protocols.
  • Helix Biopharma Corp. opposite a dissident shareholder group.
  • Euromax Resources Ltd. opposite a dissident shareholder group.
  • Sierra Geothermal Power Corp. opposite a dissident shareholder group.
  • Roxgold Inc. opposite a dissident shareholder group.
  • Intrinsyc Software International, Inc. opposite a dissident shareholder group.
  • Ursa Major Minerals opposite dissident shareholder Inspiration Mining Corporation.

Activist mandates

  • Orange Capital, LLC in its campaign against Partners Real Estate Investment Trust.
  • Orange Capital, LLC in its successful campaign for board representation opposite InnVest Real Estate Investment Trust.
  • Smoothwater Capital Corporation in its successful campaign for board representation opposite Equity Financial Holdings Inc.
  • Concerned Shareholders of Longreach Oil and Gas Limited in its successful campaign for representation opposite Longreach Oil and Gas Limited.
  • Westface Capital Inc. in its successful campaign for board representation opposite Maple Leaf Foods Inc.
  • Mount Kellett Capital Management in a successful campaign opposite Baja Mining Corp.
  • K2 & Associates Investment Management Inc. in its successful campaign opposite Klondex Mines Ltd.
  • DLE Investments Inc. in its successful campaign opposite Alberta Oilsands Inc. This proxy battle concluded following Alberta Oilsand’s attempt to improperly cancel its AGM after a protracted proxy campaign and the activist shareholder held the AGM in management’s absence.
  • RCM Partners Inc. in its successful campaign opposite Augyva Mining Resources Inc.
  • GMR Energy Limited in its successful campaign opposite Homeland Energy Group Ltd.
  • JEC Capital Corp. in its successful campaign opposite Miranda Technologies Corp.
  • Savitr Capital LLC in its dissident proxy bid for Western Wind Energy Corp.
  • Former Management in its proxy bid for Polar Star Mining Corporation. This proxy battle resulted in the establishment of the leading Canadian case on the meaning of “solicitation”.
  • Former Management in its proxy bid for Roxgold Inc.
  • Former Management in its proxy bid for HangFeng Evergreen Inc.

Other advisory mandates

  • Icahn Enterprises LLP in connection with its US$340 million acquisition of the U.S. automotive aftermarket product distribution business of TSX listed Uni-Select Inc.
  • Jaguar Mining Inc. in connection with its US$320 million recapitalization and financing transaction.
  • Coliseum Capital Management LLC and concerned shareholders in its “distressed event” activism opposite Arctic Glacier Income Fund.
  • Avion Gold Corp. in advising the Chairman of the Board.
  • Sprott Power Corp in advising the Company in a governance dispute with its sponsor.
  • Mobilicity Wireless in advising the Special Committee on wide-ranging issues.
  • Yellow Pages in advising the Special Committee in its recapitalization.
  • Tuckamore Capital Management Inc. in advising the Company in its recapitalization.
  • Kingsway Financial Services Inc. in advising the Company in connection with its recapitalization.

Rankings and accolades

  • Chambers Canada, Litigation Firm of the Year, Chambers and Partners, 2018
  • Chambers Canada, Quebec: Corporate Commercial: The Elite (Band 1), Chambers and Partners, 2018
  • Chambers Canada, British Columbia: Corporate Commercial: Highly Regarded, Chambers and Partners, 2018
  • Chambers Canada, Alberta: Corporate Commercial: The Elite, Chambers and Partners, 2018
  • Chambers Canada, Ontario: Corporate Commercial: The Elite, Chambers and Partners, 2018
  • Chambers Canada, Alberta: Litigation: General Commercial (Band 1), Chambers and Partners, 2018
  • Chambers Canada, Quebec: Litigation: General Commercial (Band 1), Chambers and Partners, 2018
  • Chambers Canada, Nationwide: Litigation: General Commercial, Chambers and Partners, 2018
  • Chambers Canada, British Columbia: Litigation: General Commercial, Chambers and Partners, 2018
  • Chambers Canada, Ontario: Litigation: General Commercial, Chambers and Partners, 2018
  • Chambers Global, Canada: Dispute Resolution, Chambers and Partners, 2017
  • Legal 500, Canada: Alberta: Dispute Resolution (Tier 1), Legal 500, 2017
  • Legal 500, Canada: Quebec: Dispute Resolution (Tier 1), Legal 500, 2017
  • Legal 500, Canada: Ontario: Dispute Resolution, Legal 500, 2017
  • Legal 500, Canada: British Columbia: Dispute Resolution, Legal 500, 2017