In this issue:
- Supreme Court Simplifies and Clarifies Assumption of Personal Jurisdiction
- Conflicts of Interest in Complex Investment Structures for Energy, Infrastructure and Mining Assets - The Evolution of The Business Judgement Rule in Canada and Delaware
- Costs in Summary Judgement: E Discovery costs are an
established head
Supreme Court Simplifies and Clarifies Assumption of Personal Jurisdiction
By: Malcolm Ruby and Evan Atwood
In three decisions released together—Club Resorts Ltd. v. Van Breda, 2012 SCC 17; Les Éditions Écosociété Inc. v. Banro Corp., 2012 SCC 18, and Breeden v. Black, 2012 SCC 19—the Supreme Court has decisively changed the way Canadian courts will approach assumption of jurisdiction over defendants in future inter-jurisdictional tort cases. In these landmark decisions, the Court has articulated the outlines of a judicial code defining the ambit of the 'real and substantial connection test,' a development that will rein in ad hoc development of the law in this area.
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Conflicts of Interest in Complex Investment Structures for Energy, Infrastructure and Mining Assets - The Evolution of The Business Judgement Rule in Canada and Delaware
By: Bruce Smith and Evan Atwood
This article examines legal principles and strategies that govern conflicts of interest confronting officers and directors responsible for asset management decisions and transaction approvals in complex corporate structures, including those created for investments in energy, infrastructure, and mining assets made by corporations, private equity funds and pension funds. Where conflicts arise, Canadian courts have gauged the actions of management according to the legal requirements of the business judgment rule and, in doing so, have often looked to developments under American case law for guidance and direction. Under US law a leading role has been taken by the courts of Delaware in the evolution of the business judgment rule. It has focused on whether proper steps are taken by officers and directors to protect share values for shareholders. The Delaware approach has not however been universally adopted. Some US states have chosen instead to enact legislation (called 'other constituencies statutes) which direct courts in these states to consider a broader list of stakeholder interests beyond shareholder value. This article will review these emerging developments in more detail and will examine how these trends in the US law have impacted the Canadian courts and how they may be expected to impact the Canadian courts in the future.
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Costs in Summary Judgement: E Discovery costs are an established head
By: Louis Frapporti
In Harris v. Leikin the Court held that on the issue of the claim for disbursements, 'electronic document production and database management' should now be regarded as a standard 'disbursement reasonably necessary for the conduct of the proceeding' and should be recoverable as a matter of course when receiving an award for costs.
Read the full article - Costs in Summary Judgement: E Discovery costs are an established head
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