BC Securities Commission Decision Emphasizes Free Flow Of Information Among Shareholders

How much can shareholders of a public company (or "issuer") share information and collaborate in their activism before they are deemed to be acting "jointly or in concert" under applicable securities legislation? And if they are, what is the recourse for an issuer? A recent decision of the British Columbia Securities Commission (the "Commission") in NorthWest Copper Corp. (2023 BCSECCOM 602, "NorthWest") suggests that the free flow of information and opinions among shareholders outweighs, in regulators' minds, a company's right to receive disclosure of shareholder blocks. The decision follows an earlier decision of the Alberta Securities Commission (ASC) in Re DIRTT Environmental Solutions Ltd. ¹ on similar questions of joint actorship, suggesting a potentially developing regulatory consensus favouring shareholder enfranchisement and collaboration over an issuer's ability to defend themselves in joint actorship or take-over bid situations.²