ArticleFusions Et Acquisitions TransfrontalièresChrystelle Chevalier-Gagnon discute avec Clemens Mayr, Stéphane Duval et Dominic Thérien, des impacts de la pandémie sur les fusions et acquisitions transfrontalières.CanadaCorporate/Commercial LawMcCarthy Tétrault
ArticleI Need To Do What? New Rules On Record Keeping For Ontario Corporations Owning LandIn conjunction with the enactment on December 10, 2016 of the Forfeited Corporate Property Act on December 10, 2016, the Ontario government has amended the Business Corporations Act...CanadaCorporate/Commercial LawMcCarthy Tétrault
ArticleJTG Management Services Ltd. V. Bank Of Nanjing Co. Ltd., 2015 BCCA 200In this decision involving an international letter of credit, the British Columbia Court of Appeal clarified the analysis required to determine whether a contract is to be performed "to a substantial extent"...CanadaCorporate/Commercial LawMcCarthy Tétrault
ArticleMask V. Silvercorp Metals Inc., 2015 ONSC 5348 And 2015 ONSC 7780This was a leave and certification motion in a proposed securities class action for secondary market misrepresentation. CanadaCorporate/Commercial LawMcCarthy Tétrault
ArticleMateriality In Securities Legislation: Four Points From The Supreme Court Of CanadaOne of the issues in securities law generally is what constitutes "materiality". In a later post we will discuss "material adverse change" clauses in M&A agreements, but this post is about the fundamental question of what is "material". CanadaCorporate/Commercial LawMcCarthy Tétrault
ArticleNew 2013 Investment Canada Act Review ThresholdIndustry Canada has announced that the Investment Canada Act (Act) threshold for 2013 that applies to most direct acquisitions of Canadian businesses by non-Canadian investors from World Trade Organization (WTO) member countries is $344 million (an increase from last year’s $330 million threshold). CanadaCorporate/Commercial LawMcCarthy Tétrault
ArticleNew 2014 Investment Canada Act WTO Review ThresholdIndustry Canada has announced that the Investment Canada Act (Act) threshold for 2014 that applies to most direct acquisitions of Canadian businesses by non-Canadian investors from World Trade Organization (WTO) member countries is $354 million (an increase from last year’s $344 million threshold). CanadaCorporate/Commercial LawMcCarthy Tétrault
ArticleNew 2015 Investment Canada Act WTO Review ThresholdThe 2015 Investment Canada Act threshold that applies to most direct acquisitions of Canadian businesses by non-Canadians will be C$369 million.CanadaCorporate/Commercial LawMcCarthy Tétrault
ArticleOntario Court Of Appeal Again Narrowly Interprets The Resale Exemption In Ontario’s Franchise LegislationThe following post by Adam Ship and Brooke MacKenzie on our Consumer & Retail Advisor Blog may be of interest to our readers...CanadaCorporate/Commercial LawMcCarthy Tétrault
ArticlePersonal Property Security Estoppel Letters: What Are These and Why Are They Needed?The concept of an "estoppel letter" (also sometimes referred to as an "acknowledgement", "waiver" or a "collateral narrowing letter") in respect of personal property security registrations can be quite puzzling to US clients, as it is a much more common practice to obtain these in Canada than in the United States. CanadaCorporate/Commercial LawMcCarthy Tétrault
ArticlePlugging (You Into) Online M&A ResourcesWhether you’re a seasoned deal maker or just starting out, we all rely on various resources to stay apprised of the cutting edge developments in M&A. CanadaCorporate/Commercial LawMcCarthy Tétrault
ArticlePreparing For The Implementation Of T+2 SettlementThe proposed amendments to NI 24-101 and CP 24-101 (the "Proposed Amendments") are intended to assist in a successful migration to T+2 settlement from the current T+3 regime. CanadaCorporate/Commercial LawMcCarthy Tétrault
ArticleRules Requiring Disclosure Of Participation Of Women On Boards And In Senior Management Coming Into Force December 31, 2014The CSA published in final form amendments to the governance disclosure rules contained in National Instrument 58-101 - Disclosure of Corporate Governance Practices.CanadaCorporate/Commercial LawMcCarthy Tétrault
ArticleSEC Will Not Challenge Court Decision On Proxy AccessThe U.S. Securities and Exchange Commission (SEC) announced last week that it will not seek a court rehearing on the validity of its proposed "proxy access" rules, which were rejected by the U.S. Court of Appeals in July. CanadaCorporate/Commercial LawMcCarthy Tétrault
ArticleShould A Seller Care About Due Diligence?In our recent post we considered, to what extent, the seller in the context of an M&A transaction should care about legal due diligence, and suggested that there are a number of important reasons why a seller should concern itself with legal due diligence in the face of an acquisition.CanadaCorporate/Commercial LawMcCarthy Tétrault
ArticleSupreme Court To Render Judgment On Cooperative National Securities Regulator This WeekThe Supreme Court of Canada is expected to render on Friday its highly anticipated judgment regarding the constitutionality of the proposed cooperative pan-Canadian securities regulator,CanadaCorporate/Commercial LawMcCarthy Tétrault
ArticleThe AMF Launches Whistleblower ProgramThe protection of confidentiality, according to the AMF, is the primary motivation for whistleblowers to report incidents.CanadaCorporate/Commercial LawMcCarthy Tétrault
ArticleTomorrow, May 18, Registrants Will Receive The OSC's 2016 Risk Assessment Questionnaire – What Will Your Firm's Risk Rating Be?The OSC uses data gathered through the RAQ to apply a risk ranking to firms. Firms with higher risk rankings are more likely to be targeted by the OSC for compliance reviews.CanadaCorporate/Commercial LawMcCarthy Tétrault
ArticleToronto Stock Exchange Requires Securityholder Approval Of Certain Public Company AcquisitionsThe Toronto Stock Exchange (TSX) recently announced changes to its rules that require TSX-listed companies to obtain shareholder approval of certain public company acquisitions. CanadaCorporate/Commercial LawMcCarthy Tétrault
ArticleTSX Proposes To Loosen Shareholder Approval Requirements For New Security-Based Compensation Arrangements In M&A TransactionsOn November 28, 2013, the Toronto Stock Exchange published proposed amendments to the TSX Company Manual.CanadaCorporate/Commercial LawMcCarthy Tétrault