Capital vs. Control: OneMove’s Proxy War to Reshape Dye & Durham

TORONTO, ON – December 03, 2025 – The boardroom battle for control of legal-tech provider Dye & Durham Limited (TSX: DND) has erupted into a full-blown proxy war. In a sharply worded public statement, major shareholder OneMove Capital Ltd. has accused the company’s Board of Directors of deploying “entrenchment tactics” and urged fellow investors to demand a constructive resolution to avoid a costly and distracting fight for control.

This latest salvo marks a critical escalation in a long-simmering conflict between the company’s leadership and a significant bloc of its shareholders. OneMove Capital, an investment firm focused on technology turnarounds, has put forward its own slate of director nominees, positioning them as an experienced crew capable of navigating the company through its significant financial and strategic challenges. The activist firm’s public warning signals that private negotiations have failed and the dispute is now firmly in the public arena, with the future direction of Dye & Durham hanging in the balance.

The Anatomy of a Shareholder Revolt

At the heart of OneMove's broadside are allegations that Dye & Durham's board is more concerned with self-preservation than shareholder value. The investment firm claims the board is raising “baseless concerns” about its properly submitted director nomination notice, viewing it as a potential “pretext to invalidate the nomination” and deny shareholders a timely vote at the upcoming annual meeting.

“Shareholders have reached their limit with directors who refuse to act in the best interests of the Company,” OneMove stated, adding that the board's actions signal “a readiness to take unnecessary steps to preserve control.” This public airing of grievances is a classic activist tactic, designed to rally support from other institutional and retail investors who have watched their investment in Dye & Durham plummet.

The context for this revolt is stark. Over the past year, Dye & Durham’s stock has cratered, shedding over 84% of its value and dramatically underperforming the broader market. This precipitous decline, representing an erosion of approximately $1 billion in shareholder value since late 2024, has created fertile ground for an activist campaign promising change. Shareholders have weathered a storm of negative news, including mixed financial results, a high debt load, and regulatory scrutiny, all of which have fueled deep-seated frustration with the incumbent board and management.

OneMove is attempting to channel this discontent into concrete action. By publicly calling on the board, led by Chair Alan Hibben, to “put an end to these tactics,” the firm is drawing a clear line in the sand. The message is simple: allow shareholders to vote on a new path forward, or face a protracted and damaging public fight.

A History of Unrest and Strategic Missteps

This proxy battle is not an isolated incident but the latest chapter in a prolonged period of shareholder discontent. The current conflict mirrors a similar campaign waged earlier in 2025 by Plantro Ltd., an investment vehicle led by Dye & Durham’s former CEO, Matthew Proud. That activism led to the company initiating a strategic review in July, which included exploring a potential sale.

While OneMove Capital presents itself as a distinct entity, the presence of Tyler Proud on its nominee slate suggests a strong continuity of interest with the earlier activist push. This connection implies that the underlying issues—poor performance, high leverage, and a lack of a clear value-creation strategy—were never fully resolved in the eyes of key shareholders. In a strategic maneuver to counter potential board objections, OneMove noted it had withdrawn one of its nominees, Ronnie Wahi, “to eliminate any pretext for the Company’s suggestion of a shareholder group,” a clear nod to the complex rules governing proxy contests.

Dye & Durham’s recent history is littered with strategic pivots and governance challenges that have tested investor patience. In October 2025, the company was hit with a management cease trade order (MCTO) due to delays in filing its audited annual financials, a situation it attributed to a review by the Ontario Securities Commission. Furthermore, the company has been under investigation by Canada's Competition Bureau since late 2024 over alleged anti-competitive conduct related to its conveyancing software. These events, combined with declining year-over-year revenue and Adjusted EBITDA as of the first quarter of fiscal 2026, have painted a picture of a company struggling for direction.

The Proposed Turnaround Team and Strategic Endgame

In place of the current leadership, OneMove is proposing a slate of directors it bills as a specialized turnaround team. The nominees—Eddie Smith, David Giannetto, Allen Taylor, and Tyler Proud, along with a separate nominee, Marc Marzotto—are promoted as having significant expertise in “addressing complex financial challenges and guiding companies through periods of instability.” Their collective experience, according to OneMove, includes managing covenant waivers and negotiating with lenders, skills directly relevant to Dye & Durham’s leveraged balance sheet.

The activist’s stated endgame is not merely a change in leadership but a fundamental shift in strategy. OneMove has committed that its proposed board would ensure a “full and properly run sale process by an independent committee of directors.” This promise directly targets shareholder desire for a liquidity event or a strategic transaction that could unlock the value they believe is trapped within the company. By emphasizing an independent process, OneMove is implicitly criticizing the handling of past strategic reviews and buyout offers, suggesting the incumbent board cannot be trusted to maximize value for all shareholders.

The campaign is now entering a formal phase, with OneMove confirming its intent to file a dissident information circular, the official document used in proxy fights to solicit shareholder votes. The firm has also stated it will seek reimbursement from Dye & Durham for its expenses, a common practice for successful activist campaigns. This signals a firm commitment to seeing the fight through to the annual meeting, setting the stage for a decisive shareholder vote that will determine whether the company stays its current course or is placed in the hands of new directors with a mandate for radical change.