Originally published in Blakes Bulletin on Mergers
& Acquisitions, April 2008
On March 7, 2008, the Quebec Superior Court rendered five
judgments rejecting claims of oppression and lack of fairness
made by certain bondholders of Bell Canada, a wholly-owned
subsidiary of BCE Inc. (BCE). Subject to their pending appeal,
these judgments cleared one of the final remaining hurdles to
completion of the acquisition of BCE by Ontario Teachers
Pension Plan (Teachers), Providence Equity Partners and Madison
Dearborn Partners. This bulletin reviews a number of
interesting holdings of the Court expected to be of general
application to M&A transactions.
BACKGROUND
Following BCEs rejection of approaches made by the Canada
Pension Plan (CPP) and Kohlberg Kravis Roberts & Co....
Specific Questions relating to this article should be addressed directly to the author.
Although credit rating organizations (CROs) are not currently subject to formal securities regulatory oversight in Canada, they nonetheless play an important role in Canadian securities legislation.
Many West European and US companies have thinned out their ranks of middle management in the never-ending pursuit of shareholder value. A China project is likely to be more time intensive and involved (and therefore expensive) than the foreign company initially forecasts. For this reason many foreign investors in China face difficulties in assembling a successful business project team to implement the project. Part I discusses the assembling of an effective in-house team.
On May 26, 2010, the Securities and Exchange Commission (the "SEC") approved amendments to Rule 15c2- 12 that will expand the continuing disclosure obligations of issuers and other obligated persons in municipal finance transactions.
Citing a need to better protect and inform mutual fund investors, the Securities and Exchange Commission ("SEC") proposed on July 21, 2010 to replace Rule 12b-1 under the Investment Company Act with new rules governing asset-based distribution fees and related disclosure in fund prospectuses, annual and semi-annual reports to shareholders and investor confirmation statements.
On August 16, 2010, the Federal Reserve Board ("Board") issued two proposed rules and three final rules governing federal Truth-in-Lending Act ("TILA") requirements for residential mortgage loans.
On June 16, 2010, the UK government announced major changes to the UK's financial services regulatory structure that will result in the UK Financial Services Authority (FSA) ceasing to exist in its current form.
Following a two-year period of consultation, the UK’s Financial Services Authority (FSA) introduced its new two-tier listing regime, which has been in effect since April 6, 2010.
The Private Fund Investment Advisers Registration Act of 2010, which comprises Title IV of the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank"), significantly alters the regulatory landscape for investment advisers, particularly for advisers to private investment funds (i.e., hedge funds and private equity funds).
A new administrative-expense priority was added to the Bankruptcy Code as part of the 2005 bankruptcy reforms for claims based upon the value of goods received by a debtor from vendors in the ordinary course of business within 20 days of filing for bankruptcy.
The recent passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank") marks the completion of an arduous legislative process. But it also marks the beginning of an entirely new (and equally arduous) undertaking: the post-enactment process of creating the rules and regulations necessary to give effect to the Dodd-Frank Act.
