Summary Section Content 1Engaged investors and stakeholders are increasingly seeking to influence strategic and operational decision making, the board and management makeup and internal corporate practices of Canadian public companies. Activists are looking to change leadership, corporate governance, capital structures and business practices, all in an effort to improve shareholder returns. Whether undertaken publicly or privately, corporations and boards must be prepared to respond quickly and effectively to shareholders' concerns and activists must have the right information and a carefully planned strategy when confronting boards. Assessing risks and financial implications, considering strategic alternatives and advance preparation are essential in order to achieve successful results. BLG has extensive experience in implementing effective strategies for both target companies and activists. Our playbook on shareholder activism is well-tested and we undertake a multi-disciplinary approach, combining our corporate and securities expertise with our deep litigation experience that has resulted in leading case law and new best corporate practices. We provide strategic and technical advice in connection with: initial activist proposals and responses proxy fights unsolicited take-over bids corporate defenses disclosure and communications policies dispute resolution alternatives management of shareholder meetings responding to shareholder proposals and demands for corporate records regulatory requirements, government investigations and hearings related-party transactions internal investigations We also advise Canadian public companies, boards of directors and special committees on corporate governance matters and day-to-day securities compliance issues. Publications & Presentations Section Content 2Presentations Fred Pletcher, Moderator, “Taking the Fight Public: The Role of Shareholder Engagement”, Shareholder Activism, Unlocking Shareholder Value Conference, January 25, 2018. Fred Pletcher, Presenter, "Managing Long-Term Value Creation Through Effective Engagement Policies and Best Practices: How Can Boards Work Effectively with Shareholders, Institutional Investors and Management," and Phil Tardif, Panelist, "Legal & Regulatory Update: Securities Laws, Proxy Rules, Litigation and Regulatory Approvals," 4th Annual Shareholder Engagement in Canadian Companies 2017, November 2, 2017.Fred Pletcher, Presenter, "Effective Tips and Techniques: How Canadian Managers Have Successfully Responded to Activism", Global Shareholder Engagement & Activism Summit, September 27, 2017. Publications "Activism in Canada — How Might Activists Fare in 2018," Forbes.com, Fred Pletcher featured, January 29, 2018."Canadian Activism — Where It's Going, How It's Growing," Forbes.com, Fred Pletcher featured, September 21, 2017. "Process, Process, Process: Advising the Target Board or Special Committee in Canada," ACC Docket, Kent Kufeldt, Paul Mingay, Fred Pletcher, Philippe Tardif, September 2016. Client Bulletins "Securities Commissions Provide Guidance on New Take–Over Bid Regime," March 2018."Do I Hear an Eco? OSC Approach to Share Issuances in Proxy Fight Echoes the Approach in Take-overs," August 2017."Shareholder Engagement at the Forefront of Recently Proposed OBCA Amendments," April 2017."Fairness Opinions — Is there a new InterOil Standard?," March 2017."Canadian Courts take a Second Look at Fairness to Shareholders in Plans of Arrangement," December 2016."Marquee Energy Ltd.'s Successful Appeal: Shareholder Vote From Alberta Oilsands Inc. Not Required," November 2016."Are Private Placements the new poison pill? No, but they may cause some indigestion," October 2016."Future Uncertainty in Plans of Arrangement," October 2016."David Defeats Goliath," July 2016."Changes to the Canadian Early Warning Reporting System," May 2016."105-day Take-Over Bids — What Impact on Take-Over Defences?," February 2016. Representative Work Section Content 3BLG has played a significant role in recent high profile contested transactions, including representing: Glance Technologies Inc. in respect of a successful defence to a proxy battle launched by its largest shareholder, a then-current director, and former President and Chief Operating Officer. A director and former CEO of Colorado Resources Ltd. in his successful dissident proxy fight resulting in the replacement of the entire incumbent management board.The CEO and Founder of Payfirma Corporation in his successful proxy fight to remove three directors from the board. Delbrooke Capital in its successful election of its slate of dissident director nominees to the board of directors of Rapier Gold Inc., including the court ordered appointment of an independent chair. Dolly Varden Silver Corporation in its successful defence of a take-over bid by Hecla Mining, including the successful representation of Dolly Varden in joint hearings before the Ontario and British Columbia Securities Commissions. The Special Committee of the Board of Taseko Mines in its successful proxy fight with Raging River Capital.