Sitting on a board of directors today is a more serious undertaking than ever before. The obligations, and potentially the liabilities, of directors have been significantly heightened by corporate governance reforms under the Sarbanes- Oxley Act of 2002, the rules of the stock exchanges and, perhaps now, the evolution of Delaware’s case law on directors’ fiduciary duties.

Earlier today, the Basel Committee released new minimum requirements specifying that all capital instruments issued on or after January 1, 2013 must contain provisions that require them to be converted into common shares if the relevant regulator determines that the bank is no longer viable.

What do you do when negotiations stall because a seller and a buyer cannot agree to indemnification terms for breaches of representations and warranties? "Representation and warranty" insurance, which has emerged for use in M&A transactions, may be a possible solution to deal with unknown risks that could otherwise make the parties walk away from a proposed transaction.

On April 19, the U.S. Supreme Court handed down a unanimous decision that may make it tougher for investors to recover compensation when companies make misleading disclosure.

In a highly anticipated decision, the U.S. Supreme Court has made it more difficult for plaintiffs to sustain securities fraud actions at the outset of litigation.

Earlier today (September 15, 2008), Lehman Brothers Holdings Inc. (Holdings), the corporate parent of the fourth largest investment bank in the United States, filed for Chapter 11 protection in the United States Bankruptcy Court for the Southern District of New York.

In a case of first impression, Kurz v. Holbrook, 2010 WL 707425 (Del. Ch., Feb. 9, 2010), the Delaware Chancery Court (Court) held that a successful consent solicitation by a major shareholder to amend a company’s bylaws to reduce the size of the board from six to three directors so that its two directors would comprise a majority of the board conflicted with Delaware corporate law (DGCL) and was therefore void.

At the start of 2009, all issuers and others that file proxy statements with the Securities and Exchange Commission became subject to the SEC’s electronic proxy delivery rules (the "e-proxy rules").

Our podcast, Torys in 10, features quick, candid conversations with our lawyers on issues affecting your business: critical changes in the law, deal trends, market and industry developments and more.

The motions Judge (Justice Belobaba) readily acknowledged that underwriters have professional expertise in the capital markets.

Selection patents represent a crucial instrument for protecting beneficial technological advances.

Directors have significant responsibilities, but so do those in many other jobs and roles. There is a big difference between the need to be vigilant and to take your role seriously, and the need to be worried about that role.

The U.S. Securities and Exchange Commission has given certain companies with a public float of less than US$75 million an extra year to comply with the internal control rules under section 404 of the Sarbanes-Oxley Act of 2002 (S-Ox).

In a much-anticipated decision, the U.S. Supreme Court continued on its recent course of limiting the reach of private securities fraud lawsuits under section 10(b) of the Securities Exchange Act of 1934.

Dodd-Frank Wall Street Reform and Consumer Protection Act</em> signed into law on July 21, 2010 by President Obama repealed Securities Act Rule 436(g), which had exempted credit rating agencies from the heightened liability standards for experts whose reports or opinions are quoted or summarized in a U.S. registration statement or prospectus.

A Pierringer Agreement, sometimes called a "Proportionate Share Settlement Agreement", is often used in multi-party litigation when one or more Defendants resolve their dispute with the Plaintiff or Plaintiffs.

For the first time in the 25-year history of the Investment Canada Act, Canada’s foreign investment review legislation, the Canadian Government is suing a foreign investor for failing to honour commitments it made when it acquired a Canadian business.

Courts rendered a number of significant rulings concerning lawyer-client privilege in 2007. Privilege decisions in the context of related corporations, special committees of boards of directors, and competition investigations overseas led to important developments relating to the scope, preservation and waiver of the privilege.

After unprecedented capital raising in 2008 and 2009, capital market activity for Canadian financial institutions was slow in the first part of this year.