Shareholder activism in Canada used to feel manageable. Campaigns were fewer, timelines were slower, and outcomes were often negotiated quietly. That environment has changed. Activists are moving faster, campaigns are more targeted, and many now rely on technology that allows investors to identify pressure points long before a board hears about them. Artificial intelligence is a big part of that shift.

Today, investors and activists are using tools that review public filings, proxy circulars, governance disclosures and performance data across hundreds, or thousands, of companies at once. In practical terms, many companies are being assessed by algorithms before any human engagement takes place. For Canadian boards, that reality has real strategic and legal implications.

AI is already affecting proxy contests (especially in the U.S.)

There have not yet been proxy contests where AI itself is the headline issue. But in the United States, AI is already influencing how proxy contests are fought and how votes are decided.

In early 2026, JPMorgan Asset Management publicly confirmed that it had replaced proxy advisory firms for U.S. voting with an internal AI supported platform. That system analyzes governance data, proxy materials and historical outcomes across thousands of meetings and generates voting recommendations internally. When an institution of that size votes in a contested proxy election, the impact can be decisive.

The practical consequence is that companies and activists are no longer trying to persuade a single proxy advisor or rely on standardized policies. They are increasingly facing investor specific, technology driven decision making, where different funds may reach different conclusions based on different analytical models.

The introduction of universal proxy cards in the U.S. has reinforced this shift. Investors can now pick individual nominees rather than choosing between slates, and AI assisted tools allow them to apply granular criteria to board skills, tenure, and performance. This has changed how activists structure campaigns and how boards think about settlements, even if AI is never mentioned publicly.

Has AI already reached Canadian proxy contests?

Canada has not yet seen a proxy contest where AI played an explicit role in the dissident’s case. But the building blocks are already in place.

Many TSX issuers have U.S. and global institutional shareholders who apply the same AI enabled tools across their portfolios. Canadian companies are already being screened and scored through these systems. At the same time, investors are beginning to raise questions, often quietly, about board oversight of AI, particularly in technology enabled businesses, financial services, and data driven sectors.

Even without a comprehensive Canadian AI statute, expectations are moving. Boards that cannot clearly explain who oversees AI, how risks are assessed, and how decisions are documented are increasingly exposed.

Why does Canadian law still matter in shareholder activism?

While activism tactics are evolving, Canadian law still matters. Directors owe their fiduciary duties to the corporation, not to any particular shareholder, and courts continue to give boards latitude when decisions are made honestly, prudently and on an informed basis.

That protection, however, depends heavily on process. In an AI enabled activism environment, boards should expect scrutiny not just of outcomes, but of how decisions were reached, what information was considered, and whether the record supports the board’s reasoning. Advance notice bylaws, meeting mechanics, and disclosure rules remain important tools, but they work best when paired with credible governance and a board that is clearly on top of the business.

Why does this shift matter for Canadian directors?

  • Activism timelines are shrinking. AI allows activists and investors to form views faster, leaving boards with less time to react.
  • Votes are less predictable. Investors are increasingly using customized, technology driven voting frameworks rather than standardized proxy advisor policies.
  • Process is a key protection. In Canada, strong decision-making processes, and a clear record, remain the best defence if board actions are challenged.
  • AI oversight is becoming a governance issue. Even without prescriptive regulation, investors increasingly expect boards to understand and oversee how AI is used in the business.
  • Preparation preserves control. Boards that engage early, communicate clearly, and anticipate scrutiny are far more likely to shape outcomes rather than respond to them.

What should boards be doing now? A practical checklist

Pressure test your own story.

Boards should periodically ask: If an activist were looking at us today using only public information, what would they focus on? Addressing gaps early is far easier than responding under pressure.

Use disclosure as a strategic asset.

Clear, plain language explanations of strategy, capital allocation and oversight reduce the risk of misinterpretation, by people and by algorithms.

Be ready to talk about AI governance.

Boards do not need technical expertise, but they do need a credible, board level explanation of where AI matters to the business and how it is overseen.

Refresh the board with purpose.

Activists often focus on board composition. Regular, forward-looking skills reviews, including technology and risk oversight, help maintain board credibility.

Engage before you have to.

Understanding how major shareholders evaluate governance and make voting decisions remains one of the most effective ways to reduce activism risk.

What is changing, and what comes next?

AI is not yet the headline in Canadian proxy contests, but it is already influencing who gets targeted and how close votes are ultimately decided, particularly through global investors applying U.S. tools to Canadian companies.

Boards do not need to predict the next activist campaign. They do need to be prepared for how those campaigns are now built. Canadian boards that plan ahead, document their process, and communicate clearly, within the Canadian legal framework, are far better positioned to stay in control.

Our perspective

Shareholder activism is becoming more data-driven, faster, and less predictable. Boards that wait for a campaign to emerge are already behind. Miller Thomson’s Shareholder Activism lawyers advise Canadian boards and issuers through the full lifecycle of shareholder activism, from early risk assessment and preparedness, to contested situations and post campaign governance review. Our approach combines deep knowledge of Canadian corporate and securities law with a practical understanding of how activists and institutional investors actually behave in today’s data driven environment.