Welcome to the wild west: activism in Canada and elsewhere

Summary provided by officers
IBA Corporate and M&A Law Committee

A session at the IBA Annual Conference Toronto 2025, on 7 November 2025

Session Co-Chairs
Ronald C Chen, Wachtell, Lipton, Rosen & Katz, New York
Bárbara V Ramperti, Marval O’Farrell Mairal, Buenos Aires

Panelists
Matthieu Brochier, Darrois Villey Maillot Brochier, Paris
Shogo Eguchi, Nishimura & Asahi, Tokyo
Tamar Goldstein, Kimmeridge Energy, New York
Michael Klym, Goldman Sachs, Calgary
Walied Soliman, Norton Rose Fulbright, Toronto

Session summary

Our 2025 Toronto session ‘Welcome to the wild west: activism in Canada and elsewhere’ held on Friday morning provided a lively discussion among the panelists involving a live activism scenario, covering relevant legal considerations to keep in mind, potential defensive measures, components of a strong activism response framework and adviser team, as well as shareholder engagement strategies, among other topics. Co-chaired by Ronald C Chen from Wachtell, Lipton, Rosen & Katz in New York and Bárbara Ramperti from Marval O’Farrell Mairal in Buenos Aires, the panel focused on an illustrative Canadian activism campaign, with expertise provided by Tamar Goldstein from Kimmeridge Energy in New York, who represented the Canadian activist; Michael Klym from Goldman Sachs, Toronto, who represented the Canadian financial adviser; Walied Soliman from Norton Rose Fulbright in Toronto, who provided the viewpoint of a Canadian legal adviser; and Matthieu Brochier from Darrois Villey Maillot Brochier in Paris and Shogo Eguchi from Nishimura & Asahi in Tokyo, who contributed expertise from the French/European and Japanese perspective, respectively. The discussion provided insight into the key considerations of and approaches taken by an activist, the immediate responses of a company’s financial and legal adviser and the similarities and differences between the approaches taken in Canada/United States as compared to France and Japan.

Key takeaways

• an activist approach is often preceded by significant research and preparation, including with respect to the shareholder base and the applicable disclosure requirements and other legal rules that will apply to any such activist approach and campaign;
• advance preparation is critical so that companies are not caught unprepared and are able to respond quickly and effectively to an activist approach, with the benefit of expert financial and legal advisers;
• the tactics employed by activists, as well as the specific outcomes sought, can vary widely (including within jurisdictions, as well as between Canada/US and Japan and France); for this reason, it is important to remain nimble in providing a tailored response to an activist attack and to be prepared for the possibility that other activists, sometimes with varying perspectives and goals, will become involved;
• it is critical to be well prepared for meetings with activists and other shareholders and key stakeholders during the pendency of a campaign; and
• settlement terms vary widely, with some key terms (such as standstills and non-disparagement provisions) being the focus of companies and activists during such situations. Management should work hand-in-hand with legal and financial advisers to assess the potential risks and benefits of certain terms that may be more likely to result in an M&A outcome (such as strategic review committees), which is frequently the objective of activists.