Positioning & Preparing Companies for Response

SHAREHOLDER ACTIVISM IN CANADA

Canada is thought of as one of the most activist friendly jurisdictions in the world, and for many years activist investors have been successful in unlocking value in undervalued and underperforming Canadian companies. Pershing Square's success with CP Rail sent a clear message that no public company, regardless of size, structure or status can ignore activist investors.

As the Activist Investing trend continues to grow around the globe, and the Canadian regulatory landscape continues to favor shareholder activists, it becomes more important than ever for company management to understand what may attract an activist to target their company, and what to expect if they become the object of a campaign. Activist Investing in Canada took place October 16, 2014 in Toronto and educated Canadian company management, investors and advisors on how to position themselves as this trend continues to grow.

CONFERENCE Agenda

The agenda for Activist Investing in Canada featured some of the most knowledgeable and well-respected participants in the market. Attendees received technical education on all of the issues that today's company executives, board members and advisors need to know about.

  • Tuesday, October 16
07:45 - 08:45 AM
Breakfast, Registration & Networking
08:45 - 08:55 AM
Opening Remarks
08:55 - 09:45 AM
Understanding the Strategies and Tactics behind Shareholder Activism

- How do activists determine if a company is an attractive target?
- Information gathering and analysis, due diligence and stealth accumulation programs
- Shareholder and media outreach using white papers, websites and social media
- Stock price performance, key financial and operational metrics
- Board composition and governance "red flags"
- Engagement with the target's management and board
- Explaining operational, boardroom, governance and takeover activism
- Escalation tactics - proxy contests, shareholder proposals, litigation and takeover proposals

RICHARD HALL, Cravath, Swaine & Moore

CATHERINE MCCALL, Canadian Coalition for Good Governance

WALIED SOLIMAN, Norton Rose Fulbright (Moderator)

JOHN VARGHESE, Revive Capital Investment Management

GLENN WELLING, Engaged Capital

09:45 - 10:00 AM
Networking Break
10:00 - 10:50 AM
Risk Mitigation Strategies for Potential Activism Targets

- Communications planning and shareholder engagement: Building support for the corporate strategy
- Establishing a working group
- Periodic self-assessments
- Managing board dynamics, executive compensation, related party transactions, shareholder proposals and compliance issues
- Understanding inflection points: Earnings calls, guidance changes, adverse events
- Recognizing the need for action

GREGG FEINSTEIN, Houlihan Lokey

ROSS FIELDSTON, Paul, Weiss, Rifkind, Wharton & Garrison

JOHN HUGHES, Sidley Austin (Moderator)

DAVID HUNKER, J.P. Morgan

SCOTT WINTER, Innisfree M&A Incorporated

10:55 - 11:25 AM
FEATURED: A Unique Approach: Shadowing Activist Investors

- Exploring the risks that public companies face and what they must do to minimize those risks
- The importance of value: A conservative estimate of what is achievable and the importance of independent analysis
- Examining a unique investment discipline in the activist world

LARRY SARBIT, Sarbit Advisory Services

11:30 - 12:15 PM
FEATURED: A Fireside Chat with Paul Hilal of Pershing Square

Interviewer: DANE HAMILTON, DealReporter/MergerMarket

PAUL HILAL, Pershing Square Capital Management

12:15 - 01:15 PM
Networking Luncheon
*Sponsored by D.F. King
01:15 - 01:40 PM
An Analysis of an Activist's Best Investment Idea

ZACHARY GEORGE, FrontFour Capital

01:45 - 02:35 PM
Exploring the Evolving Relationship between Activist Hedge Funds, Institutional Investors and More Traditional Long-Only Managed Funds

- Exploring the changing nature of engagement between companies and investors
- How do traditional long-only funds view activist investors, and how can they work together?
- What's creating the conditions to make activism successful with institutional investors?
- Communication: Why it’s important for both sides to align their interests
- How activists communicate with the "mainstream" investor community
- Are long-term holders truly passive owners?
- Activist investors have the tools that long-term fund managers don’t
- Positioning yourself properly as the environment evolves

MARCOS ARANA, Deutsche Bank

STEPHEN GRIGGS, Smoothwater Capital

VICTOR GUO, Institutional Shareholder Services Inc. Canada

PETER MICHELSEN, CamberView Partners

CHRIS YOUNG, Credit Suisse (Moderator)

02:40 - 03:30 PM
Organizing an Effective Proxy Campaign

- Assembling an effective response team
- To settle or fight – weighing the alternatives
- Examining strategies that have resulted in successful corporate defenses
- Communicating effectively with shareholders and the market
- Using the media as part of your “team”
- Dealing with proxy advisory firms
- Running the proxy contest roadshow

NAVI HEHAR, Kerrisdale Capital Management

RIYAZ LALANI, Bayfield Strategy, Inc. (Moderator)

PENNY RICE, Shorecrest Group

DAVID ROSEWATER, Schulte Roth & Zabel

JOEL SHAFFER, Longview Communications

03:30 - 03:40 PM
Networking Break
03:40 - 04:30 PM
Legal & Regulatory Issues

- Exploring Take-Over Bid Requirements and Canada’s Early Warning Disclosure System
- Reporting Obligations, Voting Policies and Poison Pills
- Securities Laws, Proxy Rules, Litigation and Regulatory Approvals
- Examining The Canadian Security Administrators Proposed Guidance for Proxy Firms
- Canadian poison pills

ADAM GIVERTZ, Paul, Weiss, Rifkind, Wharton & Garrison

NAIZAM KANJI, Ontario Securities Commission

ORESTES PASPARAKIS, Norton Rose Fulbright (Moderator)

EMMANUEL PRESSMAN, Osler, Hoskin & Harcourt

04:30 - 04:55 PM
FEATURED: Case Study: Ceres Global AG

Interviewer: BARRY CRITCHLEY, National Post

JAMES VANASEK, VN Capital Management

05:00 - 05:50 PM
Proactive Structural Defenses that Can Prevent Activist Hedge Funds from Gaining Control

- Board of Directors: How solving board issues now can benefit a company prior to a campaign
- Keeping executive compensation in line: Attracting quality talent vs. investor concerns
- Corporate governance: The importance of maintaining solid governance policies
- Engaging the board and building shareholder support for the corporate strategy
- Instituting safeguards and building shareholder support for the corporate strategy
- How to protect your announced M&A or business combination transaction from activism

JOSH BLACK, Activist Insight (Moderator)

DEXTER JOHN, D.F. King Canada

JENNIFER LEE, National Public Relations

DANIEL B. SILVERS, SpringOwl Asset Management

05:50
Closing Remarks
06:00 - 07:00 PM
Cocktail Reception