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  • Article

    The UK Makes Its Brexit: What You Need To Know Now

    In an outcome that has surprised many, Britain has voted to leave the EU. This will lead to a two-year period of negotiating the terms of exit with the EU and its member states.
    CanadaStrategy
    Torys
    Torys
  • Article

    Commercial Disputes Series: You Gotta Have (good) Faith: How To Perform A Unique Contract Duty

    In business relationships, contracts set out terms and responsibilities, in part, to help prevent disputes.
    CanadaCorporate/Commercial Law
    Torys
    Torys
  • Article

    Dealmaking Continues To Soar In Canada's Financial Services Sector At The End Of 2021

    As reported by the firm in the Q4 edition of the Torys Quarterly, deals and transactions have remained strong in 2021 across the financial services sector.
    CanadaFinance and Banking
    Torys
    Torys
  • Article

    M&A Activity Increases As Opportunity Knocks For Canadian Startups

    The dealmaking world has seen a gradual increase in transactions across all categories since the start of the pandemic, including in Canada's tech sector.
    CanadaCorporate/Commercial Law
    Torys
    Torys
  • Article

    Changes To The U.S. Patent System On The Horizon

    Legislation aimed at making a number of changes to patent law in the United States has now been passed by both the Senate and the House of Representatives.
    United StatesIntellectual Property
    Torys LLP
    Torys LLP
  • Article

    Shareholder Approval Issues In The Spotlight Following OSC Decision

    The Ontario Securities Commission has ruled that HudBay Minerals must obtain shareholder approval prior to completing its proposed acquisition of Lundin Mining.
    CanadaCorporate/Commercial Law
    Torys
    Torys
  • Article

    Blueprint To Modernize The U.S. Financial Regulatory Structure

    On March 31, 2008, the U.S. Department of the Treasury issued its “Blueprint for a Modernized Financial Regulatory Structure,” which was developed before the current financial turmoil.
    United StatesFinance and Banking
    Torys LLP
    Torys LLP
  • Article

    Chapter 15 Foreign Representatives Granted Extension To Sue

    A U.S. bankruptcy court has held that the tolling provisions in the U.S. Bankruptcy Code allowing for extensions of the time to file actions are automatically available to foreign representatives trying to marshal assets for distribution to creditors in crossborder cases.
    United StatesInsolvency/Bankruptcy/Re-Structuring
    Torys LLP
    Torys LLP
  • Article

    U.S. Securities Class Action Lawsuit Filings Soared In 2007

    Following two years of decline, the number of companies sued in U.S. securities fraud class action lawsuits increased by 43% in 2007, according to a joint study released this week by Stanford Law School and Cornerstone Research.
    United StatesLitigation, Mediation & Arbitration
    Torys LLP
    Torys LLP
  • Article

    Corporate Carve-Outs Are Rising In The United States

    The upcoming spinoff of AOL by Time Warner may be a harbinger of a new trend for large U.S. public companies to use warming equity markets to raise cash and unload assets.
    United StatesCorporate/Commercial Law
    Torys LLP
    Torys LLP
  • Article

    Recent Financing Trends in U.S. M&A Deals

    Reduced availability of acquisition financing in the United States over the past couple of years has led to a rise in the use of alternative structuring tools to bridge the gap.
    United StatesFinance and Banking
    Torys LLP
    Torys LLP
  • Article

    U.S. House Proposes Registration of Most Private Fund Advisers, Excepting "Venture Capital Fund Advisers"

    On October 27, 2009, the U.S. House of Representatives Financial Services Committee approved out of committee proposed legislation titled the "Private Fund Investment Advisers Registration Act of 2009" (the Proposed Legislation); this is the fifth bill introduced this year to regulate private funds.
    United StatesFinance and Banking
    Torys LLP
    Torys LLP
  • Article

    U.S. Federal Trade Commission Announces Decreased M&A Reporting Thresholds

    The U.S. Federal Trade Commission (FTC) has announced its annual revisions to the notification and filing fee thresholds of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR).
    United StatesAntitrust/Competition Law
    Torys LLP
    Torys LLP
  • Article

    U.S. Supreme Court Limits Scope of Civil RICO Suits

    Ideal Steel started to lose business to its principal competitor, National Steel. When Ideal learned that National was defrauding New York of state sales taxes and passing these savings on to its cash-paying customers, Ideal sued National and its owners to recover three times Ideal’s alleged damages, plus attorneys’ fees, under the Racketeer Influenced and Corrupt Organizations Act (RICO).
    United StatesAntitrust/Competition Law
    Torys LLP
    Torys LLP
  • Article

    When Does A Board Meet Its Duty Of Loyalty In A Sale-Of-Control Transaction?

    In July 2009, the Delaware Chancery Court applied one of its first applications of the Delaware Supreme Court’s ruling in Lyondell Chemical Company v. Ryan. In so doing, the chancery court, in Wayne County Employees’ Retirement System v. Corti, dismissed all shareholder claims stemming from a sale-of-control transaction, including a claim that the board had violated its duty of loyalty in negotiating and approving the transaction.
    United StatesCorporate/Commercial Law
    Torys LLP
    Torys LLP
  • Article

    U.S. Supreme Court Ruling Will Prevent Certain Securities Fraud Class Actions

    The U.S. Supreme Court has unanimously ruled that certain securities fraud class actions involving nationally traded securities may not be brought under state securities law.
    United StatesLitigation, Mediation & Arbitration
    Torys LLP
    Torys LLP
  • Article

    U.S. Supreme Court’s Decision Grants Antitrust Immunity to Investment Banks

    The U.S. Supreme Court has sided with several of the largest U.S. investment banks by dismissing a class action alleging that the banks violated antitrust laws while underwriting several hundred initial public offerings in the late nineties.
    United StatesLitigation, Mediation & Arbitration
    Torys LLP
    Torys LLP
  • Article

    Continued Optimism For Secondaries Markets

    The first half of 2025 has seen the continuation of a difficult period for the private equity industry in recent years. Only a few months ago, our PE Pulse market sentiment survey suggested that 2025...
    CanadaCorporate/Commercial Law
    Torys
    Torys
  • Article

    Delaware Court Rules: Reverse Break Fee Provides Exclusive Remedy For Buyer’s Refusal To Consummate Merger

    The Delaware Court of Chancery has denied a petition by United Rentals, Inc. (URI) for specific performance of a merger agreement between it and two acquisition vehicles (RAM Holdings, Inc. and RAM Acquisition Corp.
    United StatesFinance and Banking
    Torys LLP
    Torys LLP
  • Article

    Canadian Securities Regulators Extend Deadlines For Filings Between June 2 And August 31

    On May 20, 2020, the Canadian Securities Administrators (CSA) published blanket orders extending deadlines by 45 days for documents required to be filed or delivered by non-investment fund issuers...
    CanadaCorporate/Commercial Law
    Torys
    Torys

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