Business Law Blog

In a surprising recent decision with potential implications for public M&A transactions in Canada, the Supreme Court of Yukon determined that the “fair value” of the shares of InterOil Corporation (“Interoil”) acquired by Exxon Canada Holdings ULC (“Exxon”) in 2017 was significantly higher than the negotiated deal price.

The Acquisition of Interoil

The ...

Every year, reporting issuers are faced with the task of tailoring the disclosure for their annual meeting to an ever-evolving list of changes in securities laws, updates to stock exchanges rules, new guidance from proxy advisors, and developing corporate governance trends.

The checklist and overview of certain matters relevant to the 2019 proxy season that follows is ...

It was almost half a century ago that Milton Friedman pronounced, in a famous article in the New York Times Magazine, that a corporate executive is an agent of the shareholders, that “his primary responsibility is to them,” and that therefore “there is one and only one social responsibility of business - to use its resources and engage in activities designed to increase ...

Thresholds for notification of mergers under Canada’s Competition Act and the review of foreign investments under the Investment Canada Act have increased for 2019.

Competition Act

Under the Competition Act, the pre-merger notification “transaction-size” threshold for 2019 is now C$96 million, an increase from the 2018 threshold of C$92 million.

Transactions ...

Corporations governed by the Canada Business Corporations Act (the “CBCA”) will be required to maintain a securities register of all individuals with “significant control” over the corporation pursuant to new legislation coming into force on June 13, 2019. The Budget Implementation Act, 2018, No. 2 (Bill C-86) introduces amendments to the CBCA (the “CBCA ...

In May, 2018, we published a blog post on amendments to the Canada Business Corporations Act relating to diversity of boards and senior management. In keeping with its continued focus on gender diversity in corporate Canada, on September 27, 2018, the Canadian Securities Administrators (CSA) published CSA Multilateral Staff Notice 58-310 outlining key trends from a ...

The Canadian Securities Administrators (the “CSA”) have released a CSA notice and request for comment on proposed National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure (the “Proposed Instrument”). The Proposed Instrument prescribes disclosure requirements for non-GAAP and other financial measures and, if adopted, will replace the ...

On August 15, 2018, the Canadian Securities Administrators (CSA) announced in CSA Notice 32-302 the pending revocation of:

1. the Northwestern Exemption in all participating jurisdictions other than Alberta and Saskatchewan; and
2. BC Instrument 32-517 Exemption from Dealer Registration Requirement for Trades in Securities of Mortgage Investment Entities (BCI 32-517).

In our recent blog post discussing the publication of the Canadian Securities Administrators’ latest continuous disclosure compliance review, available here, we noted that the regulators remain concerned with some reporting issuers’ use of social media, particularly as a medium to disclose material information. On August 7, at 9:48 AM, Elon Musk, the Chair and CEO ...

In October 2017, the Canadian Securities Administrators (the “CSA”) issued a consultation paper to facilitate a discussion about the appropriateness of the current definition of “independence” for directors and audit committee members of reporting issuers. On July 26, 2018, the CSA published Staff Notice 52-330 (the “Staff Notice”) confirming, in light ...