CANADA Law and Practice Contributed by: Kevin West, Andrea Hill, Priya Ratti and Gabriel Potkidis, SkyLaw
they find an agreement unenforceable or allow par - ties to walk away from an agreement. See 3.1 Significant Court Decisions or Legal Devel - opments . 11. Activism 11.1 Shareholder Activism Canada is often viewed as an activist‑friendly juris - diction. After two exceptionally active years, overall activism in Canada moderated somewhat in 2025, though activ - ity levels remained above long‑term averages and are expected to remain elevated. A significant por - tion of activist work in 2025 focused on mergers and acquisitions and broader corporate strategy, reflect - ing a strengthening M&A environment and continued shareholder scrutiny of board‑supported transactions. 11.2 Aims of Activists Activist campaigns in Canada typically begin with a confidential approach to the board, in which the activ - ist outlines its concerns and demands, often accom - panied by an implicit or explicit threat of public esca - lation if engagement does not produce the desired outcome. If discussions fail, activism can take a vari - ety of public forms. Board‑focused activism and proxy contests remain a prominent feature of the Canadian landscape, with activists seeking board representation through dissi - dent slates, requisitioned meetings, or vote‑withhold and vote‑against campaigns. While annual suc - cess rates can fluctuate, activists have continued to achieve meaningful outcomes over time, frequently securing partial or full board representation through settlements or shareholder votes. In 2025, activists achieved full or partial success in about two thirds of campaigns, outperforming results from the previous two years.
Although shareholder proposals addressing matters within the board’s discretion are generally advisory and non‑binding, they remain an important activist tool, as the publicity they attract can create pressure for change. Transactional activists often focus on strategic alter - natives and capital allocation. Common demands include strategic reviews, asset divestitures, com - pany sales, share buy‑backs, or increased dividends. Activists may oppose board‑supported transactions, requisition shareholder meetings, conduct public- media or social‑media campaigns, or, in some cases, launch competing tender offers. In certain situations, the objective is to advance an alternative transaction; in others, the goal is to improve the terms of an exist - ing deal. 11.3 Interference With Completion In transactional shareholder activism, announced transactions are frequently a target for campaigns. In some notable examples, shareholders issued open letters advocating for higher values for their shares and engaged securities regulators to address claims of unequal treatment, called on a board to launch stra - tegic reviews of fossil-fuel assets, and requisitioned a shareholder meeting in response to a Real Estate Investment Trust’s plan to sell off some real estate assets. However, courts may interfere with such activism to help secure the required shareholder vote. Recently, the British Columbia court permitted the option hold - ers of Fission Uranium to exercise their options such that they become part of the shareholder vote, thereby overcoming the opposition and approving a plan of arrangement.
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