Teaching Note | HBS Case Collection | March 2014 (Revised May 2014)

The TELUS Share Conversion Proposal

by Lucy White and Benjamin C. Esty

Abstract

On February 21, 2013, TELUS announced a proposal to convert the firm's non-voting shares into voting shares on a one-to-one basis, thereby eliminating the firm's dual class structure. Shareholders were scheduled to vote on the proposal at the firm's annual general meeting (AGM) on May 9, 2013. Despite strong support from management, the board, two proxy advisory firms, and several large shareholders, the proposal was opposed by Mason Capital Management, a New York-based hedge fund. Mason, which controlled almost 20% of the voting shares and a large short position in the non-voting shares, had filed a dissident proxy circular recommending that shareholders vote against the proposal based on both procedural and substantive grounds. With the success of the vote in doubt, the board had to decide what to do. Should they proceed with the vote as planned, postpone the vote with the intention of re-introducing the proposal at some point in the future, or cancel the proposal for good? And what should they do with Mason, which management viewed as an "empty voter" in this matter?

Keywords: proxy contest; proxy battle; proxy advisor; ISS; Glass Lewis & Co.; hedge fund; short selling; share lending; telecommunications; voting rights; corporate governance; empty voting; equity decoupling; share unification; dual class shares; Canada; exchange ratio; shareholder activism; shareholder votes; Investment Activism; Public Equity; Capital Structure; Investment Return; Corporate Governance; Corporate Finance; Ownership Stake; Business and Shareholder Relations; Valuation; Telecommunications Industry; Canada; British Columbia; United States; New York (city, NY);

Citation:

White, Lucy, and Benjamin C. Esty. "The TELUS Share Conversion Proposal." Harvard Business School Teaching Note 214-003, March 2014. (Revised May 2014.)