Shareholder Rights Conference: Are Shareholder Rights Relevant in Today’s Capital Markets?

FAIR Canada, University of Toronto Faculty of Law and the Canadian Coalition for Good Governance co-hosted a conference examining shareholder rights in Canada on Friday, October 28th, 2016.

As institutional shareholders and hedge funds gain prominence in today’s capital markets, shareholder rights have been under the microscope: Has corporate law kept pace with the changing nature of capital markets and growth of different types of shareholders? Is “shareholder democracy” an outmoded concept? Do securities regulators have a responsibility to respond to shareholder activism? If so, how? Where do the interests of retail shareholders sit in the analysis?

The conference included a comparative view of Canada and the United States, with a focus on recent developments in shareholder activism and the rights that permit such activism to occur.

 

Opening Remarks: Ed Iacobucci, Dean, University of Toronto, Faculty of Law
Introduction: Anita Anand, Professor, University of Toronto, Faculty of Law, JR Kimber Chair | Implications of Shareholder Activism
Closing Remarks: Maureen Jensen, Chair and CEO, Ontario Securities Commission

Panel One: Is “shareholder democracy” an outmoded concept?

  • What is the impact of hedge funds, pension funds, mutual funds, ETFs and other institutional investors on shareholder democracy?
  • Should individual or retail shareholders influence the governance of a corporation in Canadian capital markets and can they do so without collective action?
  • In the face of the business judgement rule, does shareholder democracy matter?

Moderator:
Stephen Erlichman, Executive Director, Canadian Coalition for Good Governance

Panelists:
Sharon Geraghty, Partner, Torys LLP
Naizam Kanji, Director, Office of Mergers and Acquisitions, Ontario Securities Commission
Jon Lukonmik, Executive Director, Investor Responsibility Research Center and Managing Partner of Sinclair Capital LLC

  • Are reforms desirable to ensure greater shareholder democracy?
  • Is short versus long-term value maximization a real issue especially in light of board fiduciary duties?
  • Should institutional shareholders have to consider the best interests of their beneficiaries?
  • What are the appropriate roles of securities regulation and corporate law?
Moderator:
Ermanno Pascutto, Director, Canadian Foundation for Advancement of Investor Rights

Panelists:
Mary Condon, Former Commissioner, Ontario Securities Commission and Professor of Law, Osgoode Hall Law School
Carol Hansell, Partner, Hansell LLP
David Webber, Professor of Law, Boston University School of Law