Insights and Commentary from Dentons
|
|
- Doris Gilbert
- 5 years ago
- Views:
Transcription
1 dentons.com Insights and Commentary from Dentons On March 31, 2013, three pre-eminent law firms Salans, Fraser Milner Casgrain, and SNR Denton combined to form Dentons, a Top 10 global law firm with more than 2,500 lawyers and professionals worldwide. This document was authored by representatives of one of the founding firms prior to our combination launch, and it continues to be Growing with offered to provide our clients with the information they need to do business in an increasingly complex, interconnected and competitive marketplace. The role of government has never been more critical
2 Securities Law Newsletter February 2009 Westlaw ecarswell SUPREME COURT S BCE REASONS TIE UP SOME LOOSE ENDS BUT NOT TOO TIGHTLY Ralph Shay, Fraser Milner Casgrain LLP The Supreme Court of Canada s eagerly anticipated reasons in the case of BCE Inc. v Debentureholders, 2008 SCC 69, have provided some clarification to the judicial interpretation of the fiduciary duty of corporate directors in Canada in the mergers and acquisitions context. In particular, the business judgment rule likely is now more firmly entrenched than ever before, and it may be even more difficult than previously to challenge a board s business decisions in the absence of a clear demonstration of bad faith or wanton recklessness. The BCE reasons may, however, have left the door slightly more open to challenges based on allegations that a board has ignored the interests of stakeholders other than shareholders. There has been a general understanding in the past that, although the fiduciary duty is owed to the corporation and not to any particular stakeholder group (as confirmed by the Supreme Court of Canada in Peoples Department Stores Inc. (Trustee of) v. Wise, 2004 SCC 68), corporate boards are expected to focus their attention on value maximization for shareholders, who are perceived as the owners of the corporation, particularly when the immediate solvency of the corporation is not in question. The BCE case has provided ammunition to those who may wish to challenge this assumption in the future, even where control of a company is in play, although the business judgment rule will be a formidable obstacle to overcome. Background In 2007, the board of directors of BCE Inc. ( BCE ), in response to clear indications that certain parties were contemplating a possible acquisition of BCE, established a special committee to set up and supervise an auction process. Offers were received from three groups, all of which contemplated a leveraged buyout entailing the incurrence of substantial debt obligations on the part of Bell Canada, a wholly-owned subsidiary of BCE, either as borrower or guarantor. The BCE board eventually accepted the offer from a group headed by the Ontario Teachers Pension Plan Board. The transaction was to take the form of a plan of arrangement under which the shareholders of BCE would receive $42.75 per share in cash, which represented a premium of approximately 40% to the average closing market price for the three-month period before public media speculation of a potential privatization began in March Bell Canada was to guarantee approximately $30 billion of acquisition debt to be incurred by BCE. The plan of arrangement, which was eventually approved by a 98% favourable vote of BCE s shareholders, was opposed by certain holders of debentures of Bell Canada, because the debt obligation of Bell Canada resulting from the arrangement was expected to diminish the value of the debentures, including the loss of their important investment grade designation by credit rating agencies. Over the previous years, Bell Canada had made representations to the investment community about the importance it attached to maintaining investment grade ratings. These representations were accompanied by warnings to convey that the ratings could not be guaranteed.
3 2. A number of the debentureholders had expressed their concerns to the BCE board about a potential leveraged buyout transaction after BCE first announced that it was reviewing strategic alternatives to enhance shareholder value. BCE replied that it intended to honour the contractual terms of the trust indentures under which the debentures had been issued. (Compliance with the terms of the trust indentures was not in issue before the Supreme Court of Canada.) At the hearing before the Quebec Superior Court for the consideration of BCE s application for approval of the plan of arrangement under section 192 of the Canada Business Corporations Act (the CBCA ), the debentureholders argued against the approval and also opposed the arrangement on the basis of oppression, under section 241 of the CBCA. The Quebec Superior Court approved the arrangement and dismissed the oppression claim. On appeal by the debentureholders, the Quebec Court of Appeal set aside the Superior Court s decision on the arrangement application on the basis that the BCE board had a duty to consider the interests of the debentureholders (including their reasonable expectations), beyond just their contractual rights under the trust indentures, and the board failed to do so in the context of the arrangement. The Court of Appeal was of the view that the fiduciary duty of directors encompasses, depending on the circumstances of the case, giving consideration to the interests of all stakeholders, which, in this case includes the debentureholders. The Court did not consider it necessary to address the oppression issue, because the approval of a plan of arrangement requires a finding that the arrangement is fair and reasonable, which would be inconsistent with a finding of oppression. The Supreme Court s Decision The Supreme Court of Canada overturned the decision of the Court of Appeal and restored the Superior Court s approval of the plan of arrangement. Unlike the Court of Appeal, the Supreme Court considered it necessary to consider the oppression claim and approval of the arrangement separately, viewing them as different types of proceedings, engaging different inquiries. The court confirmed that the directors fiduciary duty was owed to the corporation, rather than a particular stakeholder group. This does not change when control of a company is put in play (in contrast to the Revlon duty to maximize shareholder value when a company is put in play, as espoused by the Delaware courts). However, in considering what is in the best interests of the corporation, the directors may, according to the court, look to the interests of stakeholders to inform their decisions. The court determined that the evidence did support a reasonable expectation that the BCE board of directors would consider the position of the debentureholders in making its decision regarding the offers it was considering. However, the court also concluded that the directors fulfilled this duty by listening to the concerns expressed by the debentureholders (including by way of a meeting between a BCE board member and representatives of the debentureholders) and deciding that the contractual terms of the debentures would be met, but that no further commitments could be made. In addressing the oppression claim, the court also concluded that the debentureholders did not have a reasonable expectation that the directors of BCE would protect the economic interests of the debentureholders by structuring a plan of arrangement that would preserve the investment grade rating of the debentures, because the qualifications in the warnings that accompanied previous public statements of Bell Canada regarding the maintenance of investment grade status precluded that expectation. In addition, noting that BCE had been
4 3. put in play, the court determined that the momentum of the market made a buyout inevitable and the only choices available to the BCE board were leveraged buyouts, none of which would preserve the trading value of the debentures. According to the court, given commercial realities, it should not have been outside the contemplation of the debentureholders that an arrangement of this type would occur. The court also attached importance to the fact that the debentureholders, who generally represent some of Canada s largest and most reputable financial institutions, pension funds and insurance companies, could have negotiated terms in the trust indentures that would have prevented the issue from arising. This factor came into play both in the court s consideration of reasonable expectations in the oppression claim and in the court s determination in the arrangement application that the arrangement addressed the debentureholders interests in a fair and balanced way. In regard to the arrangement application, the Supreme Court also stated that it was clear to the Superior Court judge that the continuance of BCE required acceptance of an arrangement that would entail increased debt obligations for Bell Canada, and necessity was thereby established. No superior arrangement had been put forward and BCE had been assisted throughout by expert legal and financial advisors, suggesting to the Superior Court judge that the arrangement had a valid business purpose. Acknowledging that there is no such thing as a perfect arrangement, the Supreme Court saw no error in the Superior Court judge s conclusion that the arrangement had been shown to be fair and reasonable. Observations from the Supreme Court s Reasons The following observations of general application can be taken from the Supreme Court s reasons: The fiduciary duty of corporate directors is not confined to short-term profit or share value. Where the corporation is an ongoing concern, the duty looks to the long-term interests of the corporation. (para. 38) This statement, in combination with the business judgment rule, gives boards powerful ammunition in defending a course of action that causes a temporary drop in profit or stock price. It is not mandatory to consider the impact of corporate decisions on shareholders. There is no principle that the interests of shareholders should prevail over another set of interests. (paras. 39 and 84) This would suggest that there may be circumstances where a court would be receptive to defensive actions taken by directors against hostile take-over bids in order to protect, for example, its employees or on the basis of concerns for the environment. This presently appears to conflict with the policies of the Canadian securities regulators. Relevant stakeholders are not confined to security holders. (para. 40) They include employees, creditors, consumers, governments and the environment. This confirms Peoples, but it may be significant that it is repeated in a judgment involving a proposed change of control transaction. The business judgment rule applies to the board s consideration of the ancillary interests of stakeholders. (para. 40) As stated by the court: Courts should give appropriate deference to the business judgment of directors who take into account these ancillary interests, as reflected by the business judgment rule. The business judgment rule accords deference to a business decision, so long as it lies within a range of reasonable
5 4. alternatives This applies to decisions on stakeholders interests, as much as other directorial decisions. It is not acceptable to maximize profit and share value by treating individual stakeholders unfairly. (para. 64) In fulfilling their fiduciary duties, directors may be obliged to consider the impact of their decisions on stakeholders in a manner consistent with the corporation s duties as a good corporate citizen. (para. 66) This may add an additional element to the fiduciary duty analysis in any particular case. The reasonable expectation of stakeholders is simply that the directors act in the best interests of the corporation. (para. 66) Regarding the fiduciary duty and stakeholders there are no absolute rules. (paras. 82 and 84) In discussing the cases on oppression, the court pointed to a duty to treat individual stakeholders affected by corporate actions equitably and fairly. There are no absolute rules Everything depends on the particular situation faced by the directors and whether, having regard to that situation, they exercised business judgment in a responsible way. In an application for approval of an arrangement, only the interests of security holders whose rights are being affected (as opposed to just economic interests) need be considered in the assessment of whether the arrangement is fair and reasonable, in the absence of extraordinary circumstances. (paras. 133 and 134) In the case of the debentureholders, the Supreme Court was of the view that the fact that a group whose legal rights are left intact faces a reduction in the trading value of its securities would generally not, without more, constitute [an extraordinary] circumstance. (The court referred several times in the reasons to the effect the arrangement would have on the trading value of the debentures, but did not make reference to the investment market s determination that there would be an increased risk of default on the debentures, which was the underlying cause of the investment downgrade and the lower trading price.) Nevertheless, the Superior Court judge had considered the debentureholders economic interests in his assessment of whether the arrangement was fair and reasonable, and the Supreme Court of Canada was of the view that it was open to him to do so. In considering whether to approve a plan of arrangement, the court must focus on the terms and impact of the arrangement itself, rather than on the process by which it was reached. (para. 136) Some of these observations may not be entirely consistent with previous conventional wisdom as to the nature of the fiduciary duty of a board of directors, particularly in the context of a sale of a corporation. The business judgment rule, however, remains not only intact but strongly reinforced.
Bulletin Litigation/Mergers & Acquisitions
Blake, Cassels & Graydon LLP December 2008 jeff galway AND michael gans While the decision has been known for months, the Canadian business and legal communities have eagerly awaited the Supreme Court
More informationBCE Bondholder Litigation: Decision of Supreme Court of Canada. William Ainley Maryse Bertrand Alex Moore
BCE Bondholder Litigation: Decision of Supreme Court of Canada William Ainley Maryse Bertrand Alex Moore Lawyer Profiles William M. Ainley Senior partner in mergers & acquisitions and member of the firm
More informationLANDMARK CASE BCE INC. V DEBENTUREHOLDERS
BCE INC. V. 1976 DEBENTUREHOLDERS CURRICULUM LINKS: Canadian and International Law, Grade 12, University Preparation (CLN4U) Understanding Canadian Law, Grade 11, University/College Preparation (CLU3M)
More informationDirectors' Duties in M&A Context. Bill Gilliland Bill Jenkins Toby Allan
Directors' Duties in M&A Context Bill Gilliland Bill Jenkins Toby Allan October 23, 2014 Overview Basic Duties. Shareholders and Other Stakeholders. Alternatives Analysis. Reasonable Defences. Business
More informationInsights and Commentary from Dentons
dentons.com Insights and Commentary from Dentons On March 31, 2013, three pre-eminent law firms Salans, Fraser Milner Casgrain, and SNR Denton combined to form Dentons, a Top 10 global law firm with more
More informationInsights and Commentary from Dentons
dentons.com Insights and Commentary from Dentons On March 31, 2013, three pre-eminent law firms Salans, Fraser Milner Casgrain, and SNR Denton combined to form Dentons, a Top 10 global law firm with more
More informationInsights and Commentary from Dentons
dentons.com Insights and Commentary from Dentons On March 31, 2013, three pre-eminent law firms Salans, Fraser Milner Casgrain, and SNR Denton combined to form Dentons, a Top 10 global law firm with more
More informationBC Securities Commission s Red Eagle Mining Decision Engages an Assortment of Issues
Securities Law Newsletter January 2016 Westlaw Canada BC Securities Commission s Red Eagle Mining Decision Engages an Assortment of Issues Ralph Shay, Dentons Canada LLP The contest for control of Vancouver-based
More informationInsights and Commentary from Dentons
dentons.com Insights and Commentary from Dentons On March 31, 2013, three pre-eminent law firms Salans, Fraser Milner Casgrain, and SNR Denton combined to form Dentons, a Top 10 global law firm with more
More informationINSCRIPTION IN APPEAL (C.C.P. Articles 495 and 496)
C A N A D A PROVINCE OF QUEBEC DISTRICT OF MONTREAL C.S. 500-06-000654-133 C.A. 500-09- (class action) SUPERIOR COURT GROUPE D'ACTION D'INVESTISSEURS DANS BIOSYNTECH APPELLANT (Petitioner) VINCENT BLAIS,
More informationInsights and Commentary from Dentons
dentons.com Insights and Commentary from Dentons On March 31, 2013, three pre-eminent law firms Salans, Fraser Milner Casgrain, and SNR Denton combined to form Dentons, a Top 10 global law firm with more
More informationCanada s Supreme Court concludes general intention of tax neutrality insufficient for rectification in common law and civil law
13 December 2016 Global Tax Alert News from Americas Tax Center Canada s Supreme Court concludes general intention of tax neutrality insufficient for rectification in common law and civil law EY Global
More informationManaging Pension Risks in Corporate Insolvencies and Restructurings
Managing Pension Risks in Corporate Insolvencies and Restructurings Elizabeth M. Brown Hicks Morley Hamilton Stewart Storie LLP Gary Nachshen Stikeman Elliott LLP Canadian Institute Toronto January 22,
More informationBuildingBlocks. Duties of the Board or Special Committee
M&A BuildingBlocks Duties of the Board or Special Committee In the context of a merger, plan of arrangement, significant acquisition or disposition, or a takeover bid, the board of directors of a corporation
More informationGovernance Issues for Municipalities and their LDCs
Governance Issues for Municipalities and their LDCs Robert B. Warren, WeirFoulds LLP Daniel P. Ferguson, WeirFoulds LLP A presentation for the Council for Clean and Reliable Electricity Conference To Own
More informationRectification- A Useful but not Universal Tool to Remedy Mistakes
Rectification- A Useful but not Universal Tool to Remedy Mistakes Toolbox Seminar May 26, 2016 Presented by: Lorne Saltman Topics to Discuss What is Rectification? Leading Tax Cases Objections by the Canada
More informationKIRKLAND. Essar Steel Algoma: Restructuring Under the Canada Business Corporations Act and Chapter 15 of the Bankruptcy Code
KIRKLAND January 2015 Essar Steel Algoma: Restructuring Under the Canada Business Corporations Act and Chapter 15 of the Bankruptcy Code Just as companies increasingly use the Bankruptcy Code to implement
More informationMaking Good Use of Special Committees
View the online version at http://us.practicallaw.com/3-502-5942 Making Good Use of Special Committees FRANK AQUILA AND SAMANTHA LIPTON, SULLIVAN & CROMWELL LLP, WITH PRACTICAL LAW CORPORATE & SECURITIES
More informationSOME HIGHLIGHTS OF DELAWARE TRUST LITIGATION IN 2017 AND DELAWARE TRUST LEGISLATION IN Presented at the Delaware 2017 Trust Conference
SOME HIGHLIGHTS OF DELAWARE TRUST LITIGATION IN 2017 AND DELAWARE TRUST LEGISLATION IN 2017 Presented at the Delaware 2017 Trust Conference October 24 and 25, 2017 By Norris P. Wright, Esquire 1925 1925
More informationTax Alert Canada. Federal Court of Appeal reaffirms the existence of common interest privilege outside a litigation context
2018 Issue No. 11 19 March 2018 Tax Alert Canada Federal Court of Appeal reaffirms the existence of common interest privilege outside a litigation context EY Tax Alerts cover significant tax news, developments
More informationTHE BCE LITIGATION: REVISITING DUTIES OF DIRECTORS, PLANS OF ARRANGEMENT AND THE OPPRESSION REMEDY
2008 AC PAPER #13 03/04/2009 THE BCE LITIGATION: REVISITING DUTIES OF DIRECTORS, PLANS OF ARRANGEMENT AND THE OPPRESSION REMEDY Guy Du Pont, Ad. E., lawyer, Davies Ward Phillips & Vineberg LLP, Montréal.
More information***********************************
Stephen A. Pike Direct 416-369-7349 stephen.pike@gowlings.com Memorandum Kathleen M. Ritchie Direct 416-369-4579 kathleen.ritchie@gowlings.com To: Robert G. Eccles, Professor of Management Practices, Harvard
More informationBCE and the Long Shadow of American Corporate Law
TSpace Research Repository tspace.library.utoronto.ca BCE and the Long Shadow of American Corporate Law Mohammed Fadel Version Post-print/accepted manuscript Citation (published version) Mohammed Fadel,
More informationABA Section of Business Law Fall Meeting
ABA Section of Business Law Fall Meeting November 21-- 22, 2008 The Ritz-Carlton Washington, DC Bondholder Rights-A Tale of Two Transactions Presented by: The Committee on Corporate Governance Chair -
More informationDoing business in Canada
dentons.com Doing business in Canada Dentons Canada LLP Avoiding frostbite Top considerations for doing business in Canada The Canadian economy is dominated by free market activities and private enterprise.
More informationThe Continuing Importance of Process in Entire Fairness Review: In re Nine Systems
The Continuing Importance of Process in Entire Fairness Review: In re Nine Systems By Krishna Veeraraghavan and Scott Crofton of Sullivan & Cromwell LLP In a decision with significant implications for
More informationWiped-Out Common Stockholders:
Wiped-Out Common Stockholders: Delaware Chancery Court Finds Foul But No Harm in the Sale of a Venture- Backed Company B y J. D. W e i n b e r g a n d D a n i e l N a z a r J. D. Weinberg is a partner,
More informationInsights and Commentary from Dentons
dentons.com Insights and Commentary from Dentons On March 31, 2013, three pre-eminent law firms Salans, Fraser Milner Casgrain, and SNR Denton combined to form Dentons, a Top 10 global law firm with more
More informationBusiness Rescue: A Guideline for the South African Banking Sector By Eric Levenstein, Director
Business Rescue: A Guideline for the South African Banking Sector By Eric Levenstein, Director LEGAL BRIEF MARCH 2011 Chapter 6 of the new Companies Act introduces proceedings to rehabilitate companies
More informationTrade Date: June 13, 2016 Principal Amount: $1,000 per Note. Issue Date: June 16, 2016 Maturity Date: June 16, 2017
Pricing Supplement $3,990,000 Dated The information June 13, in 2016 this pricing supplement is not complete and may be changed. To the Product Prospectus Supplement No. TP-1, dated January 8, 2016, and
More informationNATIONAL INSTRUMENT INDEPENDENT REVIEW COMMITTEE FOR INVESTMENT FUNDS TABLE OF CONTENTS
NATIONAL INSTRUMENT 81-107 INDEPENDENT REVIEW COMMITTEE FOR INVESTMENT FUNDS TABLE OF CONTENTS Part 1 Definitions and application 1.1 Investment funds subject to Instrument 1.2 Definition of a conflict
More informationCanada: Federal Court of Appeal reaffirms existence of common interest privilege outside a litigation context
20 March 2018 Global Tax Alert News from Americas Tax Center Canada: Federal Court of Appeal reaffirms existence of common interest privilege outside a litigation context EY Global Tax Alert Library The
More information5.1 Manager to refer conflict of interest matters to independent review committee
National Instrument 81-107 Independent Review Committee for Investment Funds PART 1 DEFINITIONS AND APPLICATION 1.1 Investment funds subject to Instrument 1.2 Definition of a conflict of interest matter
More informationFinancing Briefing. slaughter and may. IMO Car Wash: what it means for restructurings. August Case Summary
slaughter and may Financing Briefing August 2009 IMO Car Wash: what it means for restructurings A scheme of arrangement is a statutory procedure under Part 26 of the Companies Act 2006 for effecting a
More informationCase Comment: Carrigan v. Carrigan Estate- Changing the Face of Pension Beneficiaries
January 2013 Family Law Section Case Comment: Carrigan v. Carrigan Estate- Changing the Face of Pension Beneficiaries Malerie Rose* On October 31, 2012, the Ontario Court of Appeal released its decision
More informationCAN A LAW FIRM BE LEGALLY LIABLE FOR A LAWYER S WORK ON AN OUTSIDE BOARD OF DIRECTORS?
January 1, 2013 Featured in This Issue: Can a Law Firm be Legally Liable for a Lawyer s Work on an Outside Board of Directors? 1 When is it Okay for a Company to Hang its Directors and Officers Out to
More informationTesting the Limits of Lender Liability in Distressed-Loan Situations. July/August Debra K. Simpson Mark G. Douglas
Testing the Limits of Lender Liability in Distressed-Loan Situations July/August 2007 Debra K. Simpson Mark G. Douglas As has been well-publicized recently, businesses are increasingly turning to private
More informationOil on Troubled Waters: successful restructuring of Ocean Rig Group
27 September 2017 page 1/6 Oil on Troubled Waters: successful restructuring of Ocean Rig Group In Ocean Rig [1], the Grand Court sanctioned four inter-related schemes of arrangement (the Schemes ), as
More informationOntario Opinions in Financing. Lisa Mantello October 11, 2012
Ontario Opinions in Financing Transactions Lisa Mantello October 11, 2012 Local sources of guidance The Toronto Opinions Group (TOROG) A group of lawyers, primarily practicing in the Toronto office of
More informationCayman Islands: Restructuring & Insolvency
The In-House Lawyer: Comparative Guides Cayman Islands: Restructuring & Insolvency inhouselawyer.co.uk /index.php/practice-areas/restructuring-insolvency/cayman-islands-restructuringinsolvency/ 5/3/2017
More informationCOURT OF APPEAL FOR ONTARIO ST. ELIZABETH HOME SOCIETY (HAMILTON, ONTARIO) - and -
Court of Appeal File No. Ontario Superior Court File No. 339/96 IN THE MATTER OF BETWEEN: COURT OF APPEAL FOR ONTARIO ST. ELIZABETH HOME SOCIETY (HAMILTON, ONTARIO) - and - Plaintiff (Respondent) THE CORPORATION
More informationSession of SENATE BILL No By Committee on Utilities 2-15
Session of 0 SENATE BILL No. By Committee on Utilities - 0 0 0 AN ACT concerning electric utilities; relating to the state corporation commission; authorizing the approval and issuance of K-EBRA bonds;
More informationM&A in Canada: Minority Shareholder Protections
M&A in Canada: Minority Shareholder Protections Stikeman Elliott LLP M&A in Canada: Minority Shareholder Protections Insider Bids... 2 Issuer Bids... 3 Business Combinations... 3 Related Party Transactions...
More informationCGL Insurer Not Required to Pay Insured s Pre-Tender Defence Costs
IN THIS ISSUE CGL Insurer Not Required to Pay Insured s Pre-Tender Defence Costs... 1 History of Bias and Lack of Impartiality May Lead to Expert Being Disqualified... 4 CGL Insurer Not Required to Pay
More informationONTARIO SUPERIOR COURT OF JUSTICE. -and- HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO and GREAT WEST LIFE ASSURANCE COMPANY Defendants STATEMENT OF CLAIM
Court File No. ONTARIO SUPERIOR COURT OF JUSTICE GEORGE STIFEL Plaintiff -and- HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO and GREAT WEST LIFE ASSURANCE COMPANY Defendants TO THE DEFENDANTS Proceeding under
More informationWCAT Decision Number: WCAT
Noteworthy Decision Summary Decision: WCAT-2010-00928 Panel: J. Callan Decision Date: March 30, 2010 Section 7 of the Workers Compensation Act Appeal Regulation Invoice for Expense Tariff Occupational
More informationHere s a Bonus: You re Fired!
EMPLOYMENT LAW CONFERENCE 2017 PAPER 7.1 Here s a Bonus: You re Fired! If you enjoyed this Practice Point, you can access all CLEBC course materials by subscribing to the Online Course Materials Library
More informationAustrian Arbitration Law
Austrian Arbitration Law CODE OF CIVIL PROCEDURE PART SIX CHAPTER FOUR ARBITRATION PROCEDURE FIRST TITLE GENERAL PROVISIONS Article 577. Scope of Application (1) The provisions of this Chapter apply if
More informationDon McGarvey, Q.C., Partner. McLennan Ross LLP - Edmonton Office 600 McLennan Ross Building, Stony Plain Road Edmonton, Alberta T5N 3Y4 Canada
Don McGarvey, Q.C., Partner McLennan Ross LLP - Edmonton Office 600 McLennan Ross Building, 12220 Stony Plain Road Edmonton, Alberta T5N 3Y4 Canada Phone: 780.482.9241 Fax: 780.482.9100 Email: dmcgarvey@mross.com
More informationGuideline No. 4: Pension Plan Governance Guideline
Guideline No. 4: Pension Plan Governance Guideline December 2016 1 Context for the Guidelines The Canadian Association of Pension Supervisory Authorities (CAPSA) has designed these guidelines and associated
More informationDevelopments in Canadian Poison Pill Jurisprudence
Canadian Poison Pill Osler represented the following clients in 2011: In a rather active year for hostile M&A activity in Canada 1, there were only two shareholder rights plan decisions. These decisions
More informationWhat amounts to good faith conduct or repudiation on construction projects?
BuildLaw - Good Faith Conduct or Repudiation on Construction Projects 1 What amounts to good faith conduct or repudiation on construction projects? When is a building contract a joint venture and what
More informationCanada. Steven Golick Patrick Riesterer Marc Wasserman Osler, Hoskin & Harcourt LLP
Steven Golick Patrick Riesterer Marc Wasserman Osler, Hoskin & Harcourt LLP 1. Introduction As a result of the continued growth of global commercial enterprises and the seamless integration of commerce
More informationTiSA: Analysis of the EU s Dispute Settlement text July 2016
TiSA: Analysis of the EU s Dispute Settlement text July 2016 (Professor Jane Kelsey, Faculty of Law, University of Auckland, New Zealand, September 2016) The EU proposed a draft chapter on dispute settlement
More informationCollection Profile New Zealand
Euler Hermes Collection Profile New Zealand Collecting in New Zealand Late payments in New Zealand are not regulated, meaning that interest and collection costs would essentially depend on the court. Courts
More informationPricing Supplement. $3,000,000 Digital Plus Barrier Notes Linked to the Common Stock of Facebook, Inc., Due July 9, 2019 Royal Bank of Canada
Pricing Supplement Dated January 3, 2018 To the Product Prospectus Supplement ERN-ES-1 Dated January 14, 2016, Prospectus Supplement Dated January 8, 2016, and Prospectus Dated January 8, 2016 $3,000,000
More informationThe ripple effect: Offshore implications of the English Supreme Court decision in the Enviroco case
BERMUDA BRITISH VIRGIN ISLANDS CAYMAN ISLANDS CYPRUS DUBAI HONG KONG LONDON MAURITIUS MOSCOW SÃO PAULO SINGAPORE conyersdill.com April 2011 The ripple effect: Offshore implications of the English Supreme
More informationONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST
Court File No. 06-CL-6482 ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST IN THE MATTER OF THE COMPANIES CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED AND IN THE MATTER OF A PROPOSED PLAN
More informationTO THE HONORABLE ALLAN L. GROPPER, UNITED STATES BANKRUPTCY JUDGE:
YANN GERON, CHAPTER 7 TRUSTEE c/o Fox Rothschild LLP 100 Park Avenue, Suite 1500 New York, New York 10017 (212) 878-7900 Hearing Date: October 19, 2011 Hearing Time: 10:00 a.m. UNITED STATES BANKRUPTCY
More informationPricing Supplement. RBC Capital Markets, LLC
Pricing Supplement Dated January 26, 2018 To the Product Prospectus Supplement No. TP-1, the Prospectus Supplement and the Prospectus, Each Dated January 8, 2016 $829,000 Auto-Callable Contingent Coupon
More informationIN THE COURT OF APPEAL OF MANITOBA
Citation: 63833 Manitoba Corporation v Cosman s Date: 20180712 Furniture (1972) Ltd et al, 2018 MBCA 72 Docket: AI17-30-08873 IN THE COURT OF APPEAL OF MANITOBA Coram: Madam Justice Diana M. Cameron Madam
More information***I DRAFT REPORT. EN United in diversity EN. European Parliament 2016/0359(COD)
European Parliament 2014-2019 Committee on Legal Affairs 2016/0359(COD) 22.9.2017 ***I DRAFT REPORT on the proposal for a directive of the European Parliament and of the Council on preventive restructuring
More informationCorporate Governance and Securities Litigation ADVISORY
Corporate Governance and Securities Litigation ADVISORY March 31, 2009 Delaware Supreme Court Reaffirms Director Protections in Change of Control Context On March 25, 2009, the Delaware Supreme Court issued
More informationPricing Supplement. The information in this pricing supplement is not complete and may be changed. RBC Capital Markets, LLC
Pricing Supplement The information in this pricing supplement is not complete and may be changed. Dated December 10, 2018 To the Product Prospectus Supplement No. CCBN-1 Dated September 10, 2018, the Prospectus
More informationONTARIO SUPERIOR COURT OF JUSTICE DIVISIONAL COURT SACHS, WILTON-SIEGEL, MYERS JJ. ) ) ) Respondents )
CITATION: Papp v. Stokes 2018 ONSC 1598 DIVISIONAL COURT FILE NO.: DC-17-0000047-00 DATE: 20180309 ONTARIO SUPERIOR COURT OF JUSTICE DIVISIONAL COURT SACHS, WILTON-SIEGEL, MYERS JJ. BETWEEN: Adam Papp
More informationHIGHLAND FLOATING RATE OPPORTUNITIES FUND
As filed with the Securities and Exchange Commission on October 29, 2018 Investment Company Act of 1940 Registration No. 811-23268 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-2 REGISTRATION
More informationRecognising liabilities arising from lawsuits
IASB Staff Paper Date 7 April 2010 Project Liabilities IFRS to replace IAS 37 Topic Recognising liabilities arising from lawsuits About this staff paper The IASB intends to issue a new IFRS to replace
More informationNew Proposed EU Directive for Preventive Restructuring and Second Chance
November 2016 Follow @Paul_Hastings New Proposed EU Directive for Preventive Restructuring and Second Chance By David Ereira The European Commission has for the first time put forward its proposal 1 for
More informationCONSTRUCTIVE DISMISSAL AND THE DUTY TO MITIGATE
CONSTRUCTIVE DISMISSAL AND THE DUTY TO MITIGATE In 1997, in a case called Farber v. Royal Trust Co. 1, the Supreme Court of Canada discussed the nature of constructive dismissal in Canada and the rights
More informationThe business of Filo Canada The articles of incorporation do not restrict the Company from carrying on its business.
Shareholder Rights in and Summary of Differences Applicable to Filo Mining Corp. The following is a summary of the main differences between the rights of shareholders in Filo Mining Corp. ( Filo or the
More informationcorporate advisor Hale and Dorr LLP Directors of Financially Troubled Companies Face Special Duties and Risks
Hale and Dorr LLP March 2002 Directors of Financially Troubled Companies Face Special Duties and Risks In today s difficult economic environment, many companies, both public and private, are encountering
More informationOSC Provides Guidance on Hostile Take-Over Bids
INSIGHTS OSC Provides Guidance on Hostile Take-Over Bids No Reduction of Minimum Bid Periods, Hard Lock-up Agreements are OK and Shareholder Rights Plans are Useless Posted by: Joe Brennan April 16, 2018
More informationTHE TAKEOVER PANEL THE GREAT UNIVERSAL STORES PLC ARGOS PLC
THE TAKEOVER PANEL 1999/4 THE GREAT UNIVERSAL STORES PLC ARGOS PLC An appeal by The Great Universal Stores Plc ("GUS") against certain procedural rulings of the Executive in relation to complaints made
More informationPrice to public % $2,000,000 Underwriting discounts and commissions 2.75% $55,000 Proceeds to Royal Bank of Canada 97.
Pricing Supplement $2,000,000 The information in this pricing supplement is not complete and may be changed. Dated October 26, 2016 To the Product Prospectus Supplement No. TP-1, Dated January 8, 2016,
More informationShaw v. Healthcare of Ontario Pension Plan, [2012] ONSC 3499 (Ont. Sup. Ct.) - Bonus Not Regular and Thus Not Pensionable
Volume 22, No. 1 - September 2012 Pensions and Benefits Section CASE LAW UPDATE Prepared by Lesha Van Der Bij of Osler, Hoskin & Harcourt LLP Bennett v. Sears Canada Inc., [2012] ONCA 344 (Ont. C.A.) -
More informationONTARIO SUPERIOR COURT OF JUSTICE. IN THE MATTER OF THE ESTATE OF ELMARS LANKA, Deceased ) ) ) ) ) ) ) ) )) ) ) ) ) ) ) ) )) )
CITATION: Johnston v. Lanka, 2010 ONSC 4124 DATE: 20100728 DOCKET: 09-0643 ONTARIO SUPERIOR COURT OF JUSTICE IN THE MATTER OF THE ESTATE OF ELMARS LANKA, Deceased BETWEEN: WENDY JOHNSTON and Applicant
More informationConflict of Interest Transactions in Canada and Recent Regulatory Guidance
Conflict of Interest Transactions in Canada and Recent Regulatory Guidance Conflict of Interest Transactions in Canada and Recent Regulatory Guidance In several jurisdictions in Canada, conflict of interest
More informationDistressed Investing 2012 Maximizing Profits in the Distressed Debt Market
Nineteenth Annual Distressed Investing 2012 Maximizing Profits in the Distressed Debt Market Ethics Hour: Navigating Ethical Challenges and Fiduciary Duties Helmsley Park Lane Hotel New York City November
More informationCOURT OF APPEAL FOR BRITISH COLUMBIA
COURT OF APPEAL FOR BRITISH COLUMBIA Citation: Between: And Before: Hik v. Redlick, 2013 BCCA 392 John Hik and Jennie Annette Hik Larry Redlick and Larry Redlick, doing business as Larry Redlick Enterprises
More informationSUPREME COURT OF NORWAY
SUPREME COURT OF NORWAY On 18 January 2018, the Supreme Court gave judgment in HR-2018-111-A, (case no. 2017/1573), civil case, appeal against judgment, Ree Minerals Holding AS (Counsel Knud Jacob Knudsen)
More informationECONOMIC DAMAGE: GETTING MORE ACCURATE COMPENSATION
Georg Finder has over 15 years dealing with credit reports, credit report violations, debt counseling, credit related continuing education for licensed professions and credit damage measurement. Over the
More informationTable of Contents. TABLE Of CONTENTs
Table of Contents TABLE Of CONTENTs CHAPTER 1: INTRODUCTION AND HIsTORY Of THE CANADIAN REIT... 1-1 101 Introduction... 1-1 102 Origins of the Canadian REIT... 1-1 102.1 Development of U.S. REITs... 1-1
More informationThe Role of the Monitor and Its Impact on US Restructurings
The Role of the Monitor and Its Impact on US Restructurings Denis Ferland dferland@dwpv.com Christian Lachance clachance@dwpv.com Reprinted from Lexpert Thomson Reuters Canada Limited, (2015) www.dwpv.com
More informationWCI Communities, Inc., and certain related Debtors FORM OF CHINESE DRYWALL PROPERTY DAMAGE AND PERSONAL INJURY SETTLEMENT TRUST AGREEMENT
WCI Communities, Inc., and certain related Debtors FORM OF CHINESE DRYWALL PROPERTY DAMAGE AND PERSONAL INJURY SETTLEMENT TRUST AGREEMENT WCI Communities, Inc., and certain related Debtors CHINESE DRYWALL
More informationImpact of the Element Six Judgement.
Impact of the Element Six Judgement The Element Six Case Title 1 (Greene & Ors v Coady & Ors 2012/7254P) Alan Broxson 20 February 2014 Introduction Brief history Proceedings issued July 2012 128 plaintiffs,
More informationSelectica v. Versata: Delaware Chancery Court Upholds Poison Pill Shareholder Rights Plan with 4.99% Triggering Threshold Designed to Protect NOLs
March 2010 Selectica v. Versata: Delaware Chancery Court Upholds Poison Pill Shareholder Rights Plan with 4.99% Triggering Threshold Designed to Protect NOLs COURT ACKNOWLEDGES RISK OF LOSING COMPANY S
More informationGOVERNMENT EMPLOYEES PENSION FUND
IN THE HIGH COURT OF SOUTH AFRICA EASTERN CAPE LOCAL DIVISION, PORT ELIZABETH CASE NO: 228/2015 Date heard: 30 July 2015 Date delivered: 4 August 2015 In the matter between NOMALUNGISA MPOFU Applicant
More informationREGULATING FINANCIAL PLANNERS AND ADVISORS
REGULATING FINANCIAL PLANNERS AND ADVISORS Response to the Preliminary Policy Recommendations of the Expert Committee to Consider Financial Advisory and Financial Planning Policy Alternatives June 17,
More informationCITATION: H.M. The Queen in Right of Ontario v. Axa Insurance Canada, 2017 ONSC 3414 COURT FILE NO.: CV DATE: ONTARIO
CITATION: H.M. The Queen in Right of Ontario v. Axa Insurance Canada, 2017 ONSC 3414 COURT FILE NO.: CV-16-553910 DATE: 20170601 ONTARIO SUPERIOR COURT OF JUSTICE IN THE MATTER of the Insurance Act, R.S.O.
More informationAssociation canadienne des gestionnaires de fonds de retraite
Pension Investment Association of Canada Association canadienne des gestionnaires de fonds de retraite June 15, 2004 Alberta Securities Commission Saskatchewan Securities Commission Manitoba Securities
More informationDEEDS IN LIEU OF FORECLOSURE. Steven R. Davidson and John M. Nolan
DEEDS IN LIEU OF FORECLOSURE Steven R. Davidson and John M. Nolan When the Lender and the Borrower have concluded that a loan modification is not going to work and that it is time for the Borrower to relinquish
More informationFrom Denial to Acceptance: Advising the Insured Through a Professional Liability Claim
From Denial to Acceptance: Advising the Insured Through a Professional Liability Claim Thomasina Dumonceau Direct: 416.593.2999 tdumonceau@blaney.com Blaney McMurtry LLP - 2 Queen Street East, Suite 1500
More informationCLAIMS AGAINST INDUSTRIAL HYGIENISTS: THE TRILOGY OF PREVENTION, HANDLING AND RESOLUTION PART TWO: WHAT TO DO WHEN A CLAIM HAPPENS
CLAIMS AGAINST INDUSTRIAL HYGIENISTS: THE TRILOGY OF PREVENTION, HANDLING AND RESOLUTION PART TWO: WHAT TO DO WHEN A CLAIM HAPPENS Martin M. Ween, Esq. Partner Wilson, Elser, Moskowitz, Edelman & Dicker,
More informationCITATION: Tree-Techol Tree Technology v. Via Rail Canada Inc., 2017 ONSC 755 COURT FILE NO.: DATE:
CITATION: Tree-Techol Tree Technology v. Via Rail Canada Inc., 2017 ONSC 755 COURT FILE NO.: 14-45810 DATE: 2017-02-01 SUPERIOR COURT OF JUSTICE - ONTARIO RE: BEFORE: TREE-TECHOL TREE TECHNOLOGY AND RESEARCH
More informationSUPREME COURT OF YUKON
SUPREME COURT OF YUKON Citation: Re: Interoil Corporation, 2016 YKSC 54 Date: 20161007 S.C. No. 16-A0082 Registry: Whitehorse INTEROIL CORPORATION Petitioner Before Mr. Justice R.S. Veale Appearances:
More informationGlobal M&A Series. A Guide to Takeovers in the UK
Global M&A Series A Guide to Takeovers in the UK A Leading Global M&A Practice We have a leading, global M&A practice regularly featured at the top of cross-border M&A league tables. Our M&A experts advise
More informationPROPOSED NATIONAL POLICY INCOME TRUSTS AND OTHER INDIRECT OFFERINGS
6.1.2 Proposed National Policy 41-201 Income Trusts and Other Indirect Offerings Part 1 - Introduction 1.1 What is the purpose of the policy? PROPOSED NATIONAL POLICY 41-201 INCOME TRUSTS AND OTHER INDIRECT
More informationRestructuring and Insolvency Doing Business In Canada
Restructuring and Insolvency Doing Business In Canada Restructuring and insolvency law in Canada is primarily governed by two pieces of federal legislation: the Companies Creditors Arrangement Act (the
More informationUNITED STATES * 4:17-MC-1557 * Houston, Texas VS. * * 10:33 a.m. JOHN PARKS TROWBRIDGE * September 13, 2017
0 0 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION UNITED STATES * :-MC- * Houston, Texas VS. * * 0: a.m. JOHN PARKS TROWBRIDGE * September, 0 APPEARANCES: MISCELLANEOUS HEARING
More informationThe risks that arise from violating CSR norms
COMMENTARY The risks that arise from violating CSR norms Evolving norms of corporate social responsibility (CSR) reflect changing expectations for corporate behaviour, often exceeding the requirements
More information