Laurel Hill Advisory Group

Laurel Hill Advisory Group

November 08, 2010 12:01 ET

Laurel Hill Advisory Group: Successfully Representing Management and Concerned Shareholders on Both Sides of the Border

TORONTO, ONTARIO, VANCOUVER, BRITISH COLUMBIA and NEW YORK, NEW YORK--(Marketwire - Nov. 8, 2010) - The Laurel Hill Advisory Group ("Laurel Hill"), in recent separate matters, provided critical proxy solicitation support that resulted in a company successfully defending itself against an attempted board takeover, and a concerned shareholder being successful in his bid for a change of the target board. The first matter related to Canadian listed Toronto based firm Augen Gold Corp. ("Augen"), the other, US listed Vancouver-based firm Live Current Media, Inc.

Augen Gold Corp.

Laurel Hill was engaged by Augen Gold Corp. to provide support to management in the face of possible dissident action at their 2010 annual meeting. Leading up to the meeting, the Laurel Hill team detected proxy anomalies they concluded were indicative of a looming stealth attack to nominate a replacement board from the floor of the meeting. Laurel Hill and external counsel from Fraser Milner Casgrain LLP held strategic discussions with Augen on a variety of measures to ensure the ultimate shareholder meeting would be conducted properly and with the benefit of full information for all shareholders. Despite an attempt by the dissidents to subvert the meeting by holding a mock shareholder meeting, Augen took legal measures to force an agreed protocol for a rescheduled meeting, including the issuance of a dissident circular. Laurel Hill continued to solicit proxies to maximize a positive vote outcome while providing detailed vote forecasts. They also prepared Augen for, and attended the meeting with Institutional Shareholder Service (ISS) to outline Augen's strategy. ISS subsequently recommended shareholders support Augen's board nominees. In advance of the meeting there was a related court action where Laurel Hill's expertise was required, and was ultimately referenced in a favourable Ontario Superior Court written decision. Collectively these actions resulted in the management slate of directors being elected at the shareholder meeting. J. David Mason, Augen Gold Corp. Founder and Chief Executive Officer commented, "Laurel Hill's demonstrated expertise and insight throughout this process was instrumental in achieving this outcome".

Live Current Media, Inc.

The Dissident Shareholders of Live Current Media, Inc. obtained overwhelming shareholder support resulting in the entire incumbent Board being replaced, in spite of the 23% of the outstanding shares held by insiders, and an ISS recommendation for the incumbents. As a result of Live Current being incorporated in the State of Nevada with headquarters in Vancouver, the requirement for cross-border intelligence was critical to a successful outcome. David Jeffs, the dissident shareholder who led the successful contest for control, says: "Laurel Hill's cross-border capabilities, experience and guidance were instrumental to effectively coordinate and communicate with shareholders in Canada and the United States, contributing to our slate obtaining full control of the board." Ultimately, the Dissidents obtained a margin of victory of over 35%.

About The Laurel Hill Advisory Group

The Laurel Hill Advisory Group is North America's only independent, cross border proxy solicitation firm. Independence means we are not subject to conflicts that can arise with other firms (that have a transfer agent ownership), so we focus solely on your interests. Cross border operations allows us to effectively reach shareholders regardless of their location – Canada, US and globally. Our team's experience has resulted in Canada's best proxy contest win record for the past 2 years, and on both sides of the border we are regularly engaged on high profile, complex and contentious situations involving M&A, restructuring, and corporate governance issues. We focus on providing accurate, actionable intelligence. Combining this with tactical expertise and efficient execution consistently produces winning results.

Contact Information

  • Laurel Hill Advisory Group
    United States: John O'Grady - 917-338-3187
    Eastern Canada: Brad Allen - 416-637-4614
    Western Canada: David Salmon - 778-370-1388