Advance Notice By-Laws And Policies

As shareholder activism increases in Canada, so too are the number of proxy disputes. As such, more Canadian public companies are implementing advance notice by-laws and policies. Advance notice by-laws are common in the United States, having been utilized by American companies for over twenty years. Advance notice by-laws generally require that a company be given advance notice of shareholder proposals relating to the nomination of directors. In the absence of such by-laws or policies, and provided they have sufficient votes to do so, dissidents have the ability to "ambush" a meeting of shareholders and replace some or all of the board of directors without advance notice to the company or to its shareholders.