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ARTICLE · 02 FEBRUARY 2024

In A Win For Shareholders, B.C. Securities Commission Provides Joint Actor Guidance For Proxy Contests

Davies Ward Phillips & Vineberg LLP
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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).

CanadaCorporate/Commercial Law
Patricia Olasker
Patricia Olasker
Aaron J. Atkinson
Aaron J. Atkinson
Jonathan Bilyk
Jonathan Bilyk
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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 joint actor relationship between a dissident and another shareholder, notwithstanding that the shareholder had funded the dissident's proxy contest to replace an incumbent board and had selected one of the nominees included in the dissident's slate. Most notably, the Commission held:

  • A party alleging a joint actor relationship must provide clear, convincing and cogent evidence to support a finding of a joint actor relationship, not mere speculation or inference.

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