Our Critical Situations & Shareholder Activism group provides integrated, judgment-based advice to assist capital markets clients in mitigating risks, managing crises, maximizing value and driving successful outcomes

Capital markets stakeholders, including public companies, their boards of directors, special committees and investors, face unique and increasingly complex challenges when they become engaged in actual or potential high-stakes controversies, such as:

• corporate governance issues or disputes,
• shareholder or stakeholder activism,
• financial misstatements or restatements,
• short seller research reports,
• unsolicited or contested M&A proposals,
• activist campaign strategies,
• executive misconduct,
• whistleblower complaints,
• related corporate and securities law compliance issues, and
• related securities regulatory proceedings, investigations or litigation.

Why McCarthy Tétrault

When our capital markets clients look to us, their problems become our problems and our team of seasoned, trusted advisors meet the challenge head-on, providing 360º support to help clients see the situation from all angles and develop the best strategy to assure successful outcomes.

Drawing upon an integrated firm that is home to many of Canada’s leading business lawyers, litigators and highly respected subject matter experts, clients benefit from our deep expertise in virtually every area of law and key industries relevant to the Canadian economy. Our multidisciplinary Critical Situations & Shareholder Activism team is well-equipped to provide a full menu of advice and support to assist capital markets clients in successfully navigating difficult - even existential - challenges.

Our lawyers are adept at providing real-time, practical and commercially sensible advice to clients seeking to achieve successful outcomes in an arena characterized by intense public scrutiny, impatience and the complex and sometimes contradictory demands of corporate and securities laws, proxy advisory firms, investors, analysts, stock exchanges, securities regulatory authorities, media, ratings agencies and other capital markets stakeholders.

These situations place a premium on engaging a team of highly-responsive counsel who not only know the rules, but have deep experience in solving these matters and are laser-focused on successfully navigating their clients’ short- and long-term objectives, while minimizing risk.  

Our Services and Expertise

Our team enjoys nothing more than proactively planning for critical situations and tackling them head-on when they arise, often by assisting clients in finding innovative solutions to complex, zero-sum problems. For each situation, we draw from the considerable strengths afforded by our national platform, our collaborative approach and our deep experience across all practices and industries, pulling together a bespoke team of experts to advise our clients.

We offer capital markets stakeholders, including public companies, their boards of directors, special committees, investors and other market participants practical advice, project management and the benefit of our extensive experience, by:

• Providing real-time practical judgment-based strategic and legal advice
• Proactively preparing for, or quickly and decisively responding to, high-stakes capital markets situations such as:
  • Stakeholder activism, including shareholder proposals, engagement or disputes, exempt solicitations, proxy contests, withhold campaigns and shareholder requisitions,
  • Unsolicited or contested takeover bids or merger proposals, including M&A activism,
  • ESG shareholder activism, including shareholder proposals
  • Special committee mandates,
  • Public disclosure, accounting or compliance concerns,
  • Trading issues, including insider trading and reporting,
  • Securities regulatory or government investigations and proceedings,
  • Whistleblower and short seller allegations,
  • High-profile cybersecurity breaches and ransom demands,
  • Offensive and defensive litigation strategies, and
  • Investigations into suspected or alleged breaches of securities or competition laws, fraud, corruption, executive misconduct, data or security breaches, and workplace harassment, safety or security concerns
• Anticipating and complying with evolving and increasingly complex regulatory frameworks and public stakeholder expectations
• Developing and advising on corporate governance practices and policies, codes of conduct and internal procedures
• Pursuing or managing other high-risk public market situations