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CCCA_V6No4_Col-DealDevelop-FIN_CCCA_V6No4 11/26/12 4:46 PM Page 39 H ere are the highlights of some of the many mergers, acquisitions, financings and other deals taking place in corporate Canada over the last few months. Each of the entries below has been provided by a Canadian law firm involved in the deal. Pershing Square Capital Management, L.P. Details: At Canadian Pacific Railway Limited’s annual meeting, Pershing Square Capital Management, L.P. (“Pershing Square”) elected all seven of its nominees to CP’s board following a lengthy, high-profile proxy contest. Funds managed by Pershing Square began acquiring CP com- mon shares in September 2011, eventually making an investment of approximately $1.4-billion, which represents more than 14 per cent of the outstanding shares of CP, and makes Pershing Square CP’s single-largest shareholder. In January 2012, Pershing Square initiated a proxy contest to replace a minority of the board at CP’s May 17 annual shareholders meeting. Pershing Square ultimately put forward seven nominees for election to CP’s 16-person board and publicly advocated for manage- ment change, consistent with its discussions in its engagement with CP. Consistent with CP’s offer Patricia Olasker, Dan McDonald, QC, Davies Ward Phillips & Burnet, Duckworth & of a board seat to Pershing Square as part of the discussions with Pershing Square, CP included Vineberg LLP Palmer LLP William A. Ackman, the founder of Pershing Square, in its slate of board nominees. The proxy con- test was notable for a number of reasons, including for the use by both CP and Pershing Square of “universal” forms of proxy that gave shareholders the ability to choose from among all of the nominees for the board, regardless of whether they used management’s form or proxy or Pershing Square’s dissident proxy. As a result, shareholders were not constrained by the forms of proxy with respect to which director nominees they could support. Following days of negotiations, arrangements were made in the late evening before the sharehold- ers meeting, which paved the way for the departure of CP’s CEO and five other board members, and the election of Pershing Square’s nom- inees. Following the shareholders meeting, Stephen Tobias, one of Pershing Square’s nominees, was appointed Interim CEO and the recon- stituted board began the search for a new CEO, which culminated five weeks later in the hiring of former Canadian National Railway CEO Hunter Harrison. ISTOCKPHOTO Date: Closed May 17, 2012. On the deal: For Pershing Square: In-house by Roy Katzovicz; Patricia Olasker, Alex Moore, Jennifer Longhurst and Andrew Cooley, Davies Ward Phillips & Vineberg LLP; Dan McDonald, QC, and Andrew Sunter, Burnet, Duckworth & Palmer LLP. HIVER 2012 CCCA Canadian Corporate Counsel Association 39