ADVANCE NOTICE PROVISIONS: OPPRESSION AND THE PUBLIC INTEREST.

Advance notice provisions require shareholders to provide notice of director nominations to incumbent management in advance of annual and special meetings. In doing so, advance notice provisions prevent a dissident from "hiding in the weeds" to take advantage of a poorly attended meeting to elect the nominees of his or her choice. In Northern Minerals Investment Corp v Mundoro Capital Inc and Maudore Minerals Ltd v Harbour Foundation, incumbent directors' use of advance notice provisions was upheld under corporate law. Although neither decision found that the advance notice provision in question violated corporate law, there is still a risk that incumbent corporate directors may use an advance notice provision in a manner that violates corporate or securities law. In particular, the provision and its manner of adoption may violate the oppression remedy found in section 241 of the Canada Business Corporations Act as interpreted by the Supreme Court of Canada in BCE Inc v 1976 Debentureholders. Further, directors' use of an advance notice provision may be contrary to the public interest as protected by provincial securities regulators. [ABSTRACT FROM AUTHOR]