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Nominee Directors and Confidentiality: the Canadian Law Perspective


Lawyer Jonathan Feldman, Michael Partridge
Area Corporate Finance and Securities, Shareholder Rights and Activism


Article originally published in Corporate Financing - Vol. 18, No. 2, 2013

Excerpt from: "Nominee Directors and Confidentiality: the Canadian Law Perspective":

The increased level of shareholder activism in Canada over the past several years has affected corporate governance in this country in a number of ways. One consequence is that it is more common for directors to be nominated by a particular shareholder (we refer to these directors as "nominee directors"), often as a result of successful proxy contests or settlements of actual or threatened contests. The presence of nominee directors on a board raises questions about the confidentiality of board deliberations and the dual, and potentially conflicting, obligations that nominee directors have to the corporation and the nominating shareholder.

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