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TCI Fund Management Limited proxy contest against Canadian National Railway Company

Fasken
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Overview

Client

TCI Fund Management Limited

On September 13, 2021, CIFF Capital UK LP and The Children’s Investment Master Fund, acting by their investment manager TCI Fund Management Limited (together, “TCI”), announced an intention to requisition a special meeting of Canadian National Railway Company ("CN") shareholders for the purpose of refreshing the current board of directors by adding four nominees with extensive railroad operational experience. The special meeting of CN shareholders was scheduled for March 22, 2022. On January 25, 2022, CN announced that it entered into a settlement agreement with TCI, whereby TCI agreed to withdraw its requisition for a special meeting of shareholders and CN agreed to the appointment of two new independent directors to its board of directors by no later than CN's 2022 Annual General Meeting. Concurrent with the settlement, CN announced the appointment of a new CEO.

Fasken advised TCI in connection with the proxy contest and settlement with a team that included Bradley Freelan, Neil Kravitz, Taisha Lewis, Brad Moore, Brandon Farber, Dana Gregoire, David Heurtel and Nazish Mirza.

Jurisdictions

  • Ontario
  • Québec

Team

  • Bradley A. Freelan, Partner, Toronto, ON, +1 416 865 4423, bfreelan@fasken.com
  • Neil Kravitz, Partner | Co-lead, Corporate, Co-lead, Cross Border and International Practice, Montréal, QC, +1 514 397 7551, nkravitz@fasken.com
  • Brad Moore, Partner, Toronto, ON, +1 416 865 4550, bmoore@fasken.com
  • Brandon Farber, Partner, Montréal, QC, +1 514 397 5179, bfarber@fasken.com
  • Dana Gregoire, Associate, Toronto, ON, +1 416 868 3459, dgregoire@fasken.com
  • David Heurtel, Counsel, Montréal, QC, +1 514 397 7565, dheurtel@fasken.com
  • Nazish Mirza, Associate, Toronto, ON, +1 416 865 4553, nmirza@fasken.com