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 reach – Our special situations team across Canada is supplemented by experience 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. 

Rankings and accolades

  • Best Law Firms, Corporate Law Firm of the Year, Best Lawyers, 2020
  • Chambers Canada, Nationwide: Corporate/M&A, Chambers and Partners, 2022
  • Chambers Canada, Alberta: Corporate Commercial: The Elite, Chambers and Partners, 2022
  • Chambers Canada, British Columbia: Corporate Commercial: Highly Regarded (Band 1), Chambers and Partners, 2022
  • Chambers Canada, Ontario: Corporate Commercial: The Elite, Chambers and Partners, 2022
  • Chambers Canada, Quebec: Corporate Commercial: The Elite (Band 1), Chambers and Partners, 2022
  • Chambers Canada, Nationwide: Litigation: General Commercial, Chambers and Partners, 2022
  • Chambers Canada, Alberta: Litigation: General Commercial, Chambers and Partners, 2022
  • Chambers Canada, Ontario: Litigation: General Commercial, Chambers and Partners, 2022
  • Chambers Canada, Quebec: Litigation: General Commercial (Band 1), Chambers and Partners, 2022
  • Chambers Global, Canada: Disputes (International & Cross-border, Chambers and Partners, 2021
  • IFLR 1000 Canada, M&A, Euromoney Institutional Investor PLC, 2022
  • IFLR 1000 Canada, Alberta: M&A (Tier 1), Euromoney Institutional Investor PLC, 2022
  • IFLR 1000 Canada, British Columbia: M&A, Euromoney Institutional Investor PLC, 2022
  • IFLR 1000 Canada, Ontario: M&A, Euromoney Institutional Investor PLC, 2022
  • IFLR 1000 Canada, Québec: M&A (Tier 1), Euromoney Institutional Investor PLC, 2022
  • Legal 500 Canada, Alberta: Dispute Resolution (Tier 1), The Legal 500, 2021
  • Legal 500 Canada, British Columbia: Dispute Resolution, The Legal 500, 2021
  • Legal 500 Canada, Ontario: Dispute Resolution, The Legal 500, 2021
  • Legal 500 Canada, Quebec: Dispute Resolution (Tier 1), The Legal 500, 2021
  • Legal 500 Canada, Corporate and M&A, The Legal 500, 2021

Knowledge

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Publication

Ontario Government Announces Next Steps on Securities Law Modernization

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Publication

Capital Markets Modernization Taskforce recommendations

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Webinar

Corporate governance, shareholder activism, and hostile M&A

News

Client work