Governance, Activism & Investigations

Canada

Matters involving governance, activism & investigations have the potential to critically affect a company's profitability or survival, or threaten the value of a strategic investment. Be prepared for any special situation with the help of a Gowling WLG professional.

Who we are

Clients turn to the Governance, Activism & Investigations Group of Gowling WLG when faced with a crisis, or while striving to avoid one. We're a national, multi-disciplinary team of experienced practitioners working with clients ranging from publicly traded and private companies, hedge funds, activitists and boards of directors, among other areas, who partner with us to handle all manner of circumstances.

Our team is comprised of professionals with extensive experience in complex, situational and high-risk transactions, as well as related corporate matters.

How we help

We work alongside clients to quickly and effectively assess and resolve or provide timely strategic advice with respect to their most pressing situations, including, but not limited to:

  • Complex or contested corporate transactions
  • Proxy contests
  • Insider bids
  • Hostile takeovers
  • Director liability matters
  • Internal and external investigations
  • Crisis or risk management
  • Corporate and securities litigation
  • Data breaches and cyber security events

Clients know we're adept at assessing vulnerabilities and mitigating risk, as well as providing best practices and defensive readiness through governance reviews and vulnerability analyses. Our experienced advisors are able to review your specific situation and develop customized "playbooks" to help prepare for and respond to legal crisis events.

Most matters that fit within the scope of the Governance, Activism and Investigations Group require practitioners to assess and resolve issues, or provide timely strategic advice, in a compressed timeframe. The depth and breadth of our team's knowledge allows us to swiftly assist with issues in a convenient one-stop shop setting, including:

  • Shareholders and members (such as proxy contests), contested shareholders'/members' meetings (including requisitioned meetings), securities litigation, shareholder/member proposals and other activist and defense situations, as well as activism preparedness.
  • Matters affecting Boards of directors and management, including: directors' or officers' disputes and liability situations, insider trading, tipping, fraud, financial misconduct, corporate malfeasance, and any other unique or serious governance matter that relates to breaches of the fiduciary obligations, including independent committee and/or regulatory investigations.
  • Transactions that are (or expected to be) contested or complex, generally requiring the establishment of a special committee. Such transactions include: conflict of interest matters, complex reorganization transactions, hostile takeovers, insider bids, significant related party transactions, plans of arrangement, and board independence matters.
  • Matters involving stock exchange and/or securities regulatory authorities, which may also include other adverse parties--regulatory actions resulting from shareholder or other stakeholder complaints, for example. This may include enforcement proceedings, continuous disclosure or issue-oriented reviews, cease-trade orders, stock exchange compliance & disclosure reviews, and similar situations.

Client service highlights

Clients know we offer advisement on the full scope of governance, activism & investigations matters, and work diligently to ensure they can navigate their latest challenge. Recent client highlights include serving as:

  • Special Committee of Rocky Mountain Dealership Inc. (RMD)

  • Counsel to Canada's largest agriculture equipment dealer, on the insider bid acquisition of all of RMDs issued and outstanding shares pursuant to a plan of arrangement

  • Special Committee of Central Fund of Canada Limited (CFCL)

    Counsel to the company's $4.3 billion acquisition by Sprott Inc. pursuant to a plan of arrangement

  • Sayer Energy Advisors

    Counsel to which provided a fairness opinion to the Special Committee of Toscana Energy Income Corporation with respect to Toscana's acquisition of Cortona Energy Ltd.

  • Echelon Wealth Partners Inc.

    Counsel to financial advisor to the special committee of Tangelo Games Corp., with respect to Tangelo's acquisition by GoGel Holdings Ltd. by way of a plan of arrangement under the Business Corporations Act (Ontario)

  • Mosquito Consolidated (now American CuMo)

    Counsel to dissident shareholders, Hongxue Fu, Shaun Dykes and others, of Mosquito Consolidated (now American CuMo) at a court-ordered meeting the outcome of which was a successful ousting of the incumbent board

  • Land & Buildings Investment Management LLC

    Counsel to a high-profile activist investor, in an urgent proceeding at the OSC contesting a TSX decision that would have allowed Hudson's Bay Company to complete a complex and dilutive share issuance within the context of a multi-billion dollar transaction; only successfully contested motion argued at the OSC; subsequently negotiated a settlement

Applying global capabilities locally

Gowling WLG is a global, sector-focused law firm with legal professionals in seven cities across Canada. The Firm also conducts business in major markets in the UK, Europe, Asia, South America, and the Middle East. When Gowling WLG legal professionals are asked for advice, it's delivered with a global perspective that helps companies navigate shifting markets, trends and technologies in their local contexts.

Ask us how

Your urgent business matters are important, no matter how complex. Any of the lawyers in our Governance, Activism & Investigations Group are ready to partner with your team to assess your needs.

Greg Peterson
Head, Calgary Corporate Finance, M&A and Private Equity Group

Jacob Cawker
Partner

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