ArticleCanada's New "Just Say Slow" Takeover Bid RegimeThe Canadian Securities Administrators have released today draft rules on Canada’s new "just say slow" takeover bid regime.CanadaCorporate/Commercial LawTorys
ArticleCanadian Law Embraces Duty of Honesty in Contractual PerformanceParties to contracts in Canada now have a good reason not to lie or act deceptively to their counterparties in performing their contractual obligations.CanadaCorporate/Commercial LawTorys
ArticleCanadian Regulators Adopt 105-Day Minimum Bid Period And Enhance Early Warning RulesThe CSA have announced that they are adopting amendments to the country's takeover bid regime that will extend the current 35-day minimum bid period for takeover bids to 105 days.CanadaCorporate/Commercial LawTorys
ArticleCourt Of Appeal Limits Auditor Liability To Non-ClientsOn September 5, Ontario's Court of Appeal released its decision in Lavender v. Miller Bernstein LLP,1 which considered the duty of care owed by an auditor to non-clients.CanadaCorporate/Commercial LawTorys
ArticleCSA Adopts Expedited Shelf Prospectus Regime For Well-known Seasoned IssuersOn August 28, the Canadian Securities Administrators (CSA) published a Notice of Amendment regarding the adoption of an expedited shelf prospectus regime for well-known seasoned issuers (WKSIs).CanadaCorporate/Commercial LawTorys
ArticleCSA Report on Corporate Governance Disclosure in CanadaThe Canadian Securities Administrators recently conducted a review of the quality of issuers’ corporate governance disclosure. CanadaCorporate/Commercial LawTorys
ArticleDeal Certainty: More Sellers Will Seek To "Lock The Box"Assuming the recent frothy sellers’ market continues into 2015, we expect to see more use of the locked box in the near future.CanadaCorporate/Commercial LawTorys
ArticleGovernance Issues In Private Equity: The Changing Role Of Nominee DirectorsIt is common for private equity sponsors to obtain board nomination rights that are commensurate with their level of investment in a given business.CanadaCorporate/Commercial LawTorys
ArticleGuidance On Permitted Growth For Income TrustsThe October 31, 2006 income trust taxation proposals indicated that "normal growth" of existing income trusts—but not undue expansion, such as the introduction of a disproportionately large amount of capital—would be permitted until the end of the transition period in 2011. CanadaCorporate/Commercial LawTorys
ArticleIndemnity Clauses: Why You Think You Need Them (And When You Probably Don't)If you ask a lawyer why an indemnity clause is included in an agreement, the reflexive answer is usually some version of "risk allocation". That answer is true. It is also incomplete.CanadaCorporate/Commercial LawTorys
ArticleM&A Defensive Tactics: Using A Confidentiality Agreement To Stop A Hostile Takeover BidOn January 19, 2009, the Ontario Superior Court of Justice permanently prohibited Research In Motion's hostile bid to buy Certicom, on the basis of RIM's breaches of non-disclosure agreements. CanadaCorporate/Commercial LawTorys
ArticleNational Security: The Next Wave in Takeover Defences?Last week’s unsolicited US$18.5 billion bid by China National Offshore Oil Corporation for Unocal Corporation is further evidence that China’s state-owned corporations are emerging as serious bidders for North American companies. CanadaCorporate/Commercial LawTorys
ArticleOffshore Distributions: New OSC RuleThe Ontario Securities Commission's new rule governing offshore distributions will provide substantially greater certainty to offering participants in capital raising transactions outside of Canada.CanadaCorporate/Commercial LawTorys
ArticlePrivate Company Incentive Compensation For A Cross-border Workforce: Key ConsiderationsProperly designed incentive arrangements can help attract, retain, and motivate key talent. In this article, we discuss common forms of incentive arrangements for private companies, and offer certain.CanadaCorporate/Commercial LawTorys
ArticleProposed Changes To Taxation Of Employee Stock Options Released, But DeferredThe Government released draft legislative proposals (Proposals) on June 17 to implement the changes to the employee stock option tax regime announced in the 2019 Federal Budget (Budget). CanadaCorporate/Commercial LawTorys
ArticleRecommended Practices For Automatic Securities Disposition PlansIn December, the Canadian Securities Administrators (CSA) published guidance for issuers and insiders on the establishment, administration and disclosure of automatic securities disposition plans...CanadaCorporate/Commercial LawTorys
ArticleSEC Proposed Rule On Universal ProxiesIt has long been the view that a shareholder's ability to elect directors is a fundamental right under corporate law.CanadaCorporate/Commercial LawTorys
ArticleSecurities Law Case Update: The SCC Hears Lundin Mining Corporation, Et Al. v. Dov Markowich (Video)When does a material change occur? For issuers who must face issues of disclosure every day, as well as for investors who expect these disclosures, this question...CanadaCorporate/Commercial LawTorys
ArticleSecurity-Based Compensation Arrangements: On the Agenda for Your Next Securityholder MeetingA recent Toronto Stock Exchange staff notice is a reminder that TSX-listed companies should amend their option, share purchase or other security-based compensation arrangements to add a detailed amendment provision. CanadaCorporate/Commercial LawTorys