The latest edition of Davies’ Governance Insights is now available. In this issue, we review the Manti Holdings decision from Delaware.
For boards, nominees and nominating shareholders, the decision is a reminder of the...more
4/24/2025
/ Board of Directors ,
Breach of Duty ,
Business Litigation ,
Conflicts of Interest ,
Corporate Governance ,
Delaware ,
Fiduciary Duty ,
Nominee Directors ,
Risk Management ,
Shareholder Litigation ,
Shareholders
Despite a strong start to the year, activist activity in Canada in 2024 tapered to pre-pandemic levels. This reversion to more historic annual totals follows a notable resurgence of shareholder demands directed at Canadian...more
12/20/2024
/ British Columbia Securities Commission (BCSC) ,
Canada ,
Capital Markets ,
Commercial Real Estate Market ,
Coronavirus/COVID-19 ,
Corporate Counsel ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Market Conditions ,
Proxy Contests ,
Public Interest ,
REIT ,
S&P ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholders
The corporate life of a nominee director has been characterized as having the potential to be “neither happy nor long.” In this Governance Insights article, we discuss the fundamental fiduciary considerations that nominee...more
Important guidance on “acting jointly or in concert” in a proxy contest was provided by the British Columbia Securities Commission (Commission) in NorthWest Copper Corp. (December 22, 2023). The Commission declined to find a...more
What is a spurned seller’s recourse when a buyer walks away from a deal in breach of the purchase agreement? In private M&A, the answer is reasonably straightforward: sue the buyer to close the deal or to recover damages. In...more
1/11/2024
/ Breach of Contract ,
Buyers ,
Damages ,
Elon Musk ,
Mootness Fee Applications ,
Premiums ,
Purchase Agreement ,
Sellers ,
Shareholders ,
Target Company ,
Termination Fees ,
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