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Ontario Court Of Appeal Holds Use Of Formula Is Sufficient To Satisfy Annual Rate Of Interest Disclosure Under Section 4 Of Interest Act (Canada)
The Ontario Court of Appeal has issued its judgment in Solar Power Network Inc. v. ClearFlow Energy Finance Corp., finding that the use of a formula in loan documentation is sufficient to satisfy the requirement of Section 4 of the Interest Act...
12 Sep 2018
Stuck In "Between": Delaware Court Stops Bid Due To Breach Of Confidentiality Agreements
On May 4, Chancellor Strine of the Delaware Court of Chancery stopped a hostile exchange offer by Martin Marietta Materials, Inc. for Vulcan Materials Company, and a related proxy process, after finding that in making the offer Martin Marietta breached the terms of two confidentiality agreements between the two parties.
10 May 2012
OSC Staff Reports On Concerns Identified In Review Of "Emerging Market Issuers"
On March 20, 2012, the Ontario Securities Commission published Staff Notice 51-719 – Emerging Markets Issuer Review, which reports on the results of its confidential review of "emerging market issuers" that began in July 2011.
3 Apr 2012
Significant Changes Proposed To The Rules Governing Prospectus Offerings In Canada
The rules concerning the scope of permissible marketing activities for prospectus offerings in Canada may be significantly changed under proposals made by the Canadian Securities Administrators (the "CSA").
3 Feb 2012
Supreme Court Holds National Securities Act To Be Unconstitutional
In a long-awaited decision released yesterday, the Supreme Court of Canada has unanimously held that the proposed Canadian "Securities Act" is unconstitutional as presently drafted, frustrating the hopes of those (including the federal government, the Province of Ontario, the Canadian Coalition for Good Governance and the Ontario Teachers’ Pension Plan, among other intervenors) who had sought to replace the current system of 13 different provincial and territorial securities regulators with a si
29 Dec 2011
New Governance Proposals From The TSX
On September 9, 2011, the Toronto Stock Exchange ("TSX") published for comment proposed amendments that would require all listed issuers – including those with a principal listing on another exchange
22 Sep 2011
Proposed Governance And Disclosure Requirements For Venture Issuers
In July 2011, the Canadian Securities Administrators published for comment a new governance and disclosure regulatory regime for issuers with securities listed on venture exchanges, such as the TSX Venture Exchange and the Canadian National Stock Exchange in Canada.
9 Sep 2011
Final Amendments To National Instrument 43-101 "Standards of Disclosure For Mineral Projects" – In Force June 30, 2011
The Canadian Securities Administrators (CSA) have announced amendments to National Instrument 43-101 (NI 43-101), the related companion policy and technical report form.
28 Jun 2011
CSA Releases Survey of Corporate Governance Disclosure Practices
The Canadian Securities Administrators recently published a Staff Notice which outlines the results of a review of publicly-traded issuers’ compliance with corporate governance disclosure obligations.
7 Dec 2010
Baffinland - The End of the Auction Generally Means the Time has Come for a Pill to Go
On November 19, 2010 the Ontario Securities Commission cease traded the shareholder rights plan of Baffinland Iron Mines Corporation ("Baffinland"), three days ahead of the scheduled expiry of the unsolicited bid for Baffinland that had been made by Nunavut Iron Ore Acquisition Inc. ("Nunavut").
2 Dec 2010
Changes to Executive Compensation Disclosure in Canada
The Canadian Securities Administrators (the "CSA") have published for comment proposed amendments to the executive compensation disclosure requirements.
1 Dec 2010
CSA Approves Amendments Related to Implementation of International Finance Reporting Standards
In March 2008, the Canadian Accounting Standards Board confirmed that International Financial Reporting Standards (IFRS) will apply to most Canadian public issuers and registrants for financial years beginning on or after January 1, 2011.
1 Nov 2010
OSC Releases Decision in Melnyk Case
On September 30, 2010, the Ontario Securities Commission released its decision in the case against Eugene Melnyk, the founder and former Chairman and Chief Executive Officer of Biovail Corporation. OSC Staff had alleged that:
15 Oct 2010
Supplemental Disclosure of Magna
On July 8, 2010, Magna International Inc. filed a substantial supplement to its management information circular for the special meeting of shareholders that originally had been scheduled for June 28, 2010 to consider a reorganization of Magna that would result in, among other things, the collapse of Magna’s dual class capital structure.
25 Jul 2010
OSC Spider Decision Muddies the Waters for Rights Plans
On July 12, 2010 On July 2, 2010, the Ontario Securities Commission released a decision concerning a challenge to the shareholder rights plan (or "poison pill") of Spider Resources Inc.
16 Jul 2010
Magna - The OSC Decision
The proposed reorganization of the share capital of Magna International Inc. – which would result in the collapse of Magna’s dual class capital structure – has attracted significant attention due to, among other things, the profile of the parties, the premium proposed to be paid to Frank Stronach and related entities to collapse a share structure that many institutional shareholders have found objectionable, and the possible implications of the transaction as a precedent for other Canadian issue
2 Jul 2010
Proposed Amendments to National Instrument 43-101 (Standards of Disclosure for Mineral Projects)
The Canadian Securities Administrators (CSA) have published for comment, proposed amendments to National Instrument 43-101 and the related companion policy and technical report form.
7 Jun 2010
Changes To Regulatory Framework For Insider Reporting
On January 22, 2010, the Canadian Securities Administrators (the CSA) announced changes to the regulatory framework for insider reporting.
8 Feb 2010
TSX To Require Shareholder Vote In Certain M&A Transactions
The Toronto Stock Exchange has announced that, effective November 24, 2009, a listed issuer will be required to obtain the approval of its securityholders when the securities proposed to be issued as consideration for the acquisition of a target would increase the number of the listed issuer’s outstanding securities by 25% or more (on a non-diluted basis), regardless of whether the target is closely or widely-held.
1 Oct 2009
Governance Initiatives Keep Coming - Open Letter From RiskMetrics On Individual Board Elections
RiskMetrics Group (“RMG”), a major institutional shareholder advisory group, has changed its policy concerning the election of directors to the boards of Canadian public issuers.
22 Jul 2009
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