The 156 Day Pill When, Not If It Should Go
|
|
- Mervin McCormick
- 7 years ago
- Views:
Transcription
1 The 156 Day Pill When, Not If It Should Go One of Canada s leading securities regulators, the British Columbia Securities Commission (BCSC), defended the unusually long shelf life it accorded to a poison pill in the face of a hostile take-over bid with the release of reasons supporting its decision in early May to allow Augusta Resource Corporation (Augusta) to leave its shareholder rights plan in place in the face of the HudBay Minerals Inc. (HudBay) hostile bid for a total of 156 days. The BCSC s reasons were issued on June 27, The panel was influenced primarily by the results of the Augusta shareholder vote held on May 2, 2014, which overwhelming supported management s decision to leave the Augusta rights plan in place in face of the HudBay bid. The panel also concluded that it was reasonably likely that HudBay would extend its bid if the panel fixed a future date certain for the termination of the Augusta rights plan. The panel found that the most logical date for the termination of the rights plan was one which was tied to Augusta s claim that all material permitting on its key development project, the Rosemont project, would be completed by June 30, 2014, and chose July 15 as the termination date on that basis. To address concerns that Augusta shareholders might feel some pressure to tender their shares in light of HudBay s decision to waive its minimum tender condition the panel accepted HudBay s offer to extend its bid for ten days if any shares were taken up under the bid, and incorporated this term in its order. A few of the key elements of the panel s analysis are discussed below. We then conclude with a few takeaways and conclusions regarding the likely impact on the BCSC s decision. Striking a Balance: Collective Shareholder Decisions Vs. Individual Rights to Tender The panel found that the law in Canada, at least at present, is that there remains a process of deciding when, not if, a rights plan must be terminated. A target board in Canada does not have the right to use a rights plan to just say no to a bid, regardless of the level of shareholder support. The panel then turned to the factors set out in the well-known Royal Host decision, which have traditionally been used to help determine this issue. The most influential factor at play was clearly the level of shareholder support in favour of the rights plan. Indeed, it is hard to envision stronger facts in favour of deferring to the views of shareholders than those presented to this panel. Augusta management secured overwhelming shareholder support for the continuation of its rights plan, directly in the face of the HudBay offer, on the day of the panel s decision. Despite HudBay s objections to the adequacy of Augusta s disclosure to its shareholders, the panel found that the Augusta shareholders were fully informed on the key concept that voting for the continuation of the rights plan potentially meant blocking the HudBay bid. Shareholders voted to support the rights plan even though no alternative offers appeared to be pending. Nearly 80% of all Augusta shares were voted at the meeting, including a majority of the public float i.e. the shares not controlled by HudBay or the Augusta Group. The panel noted that this was a very high percentage, even for a contested meeting. The voting percentages in favour of the rights plan were so high that the votes in favour represented an absolute majority of Augusta shares, even if you
2 assumed that every Augusta share that was not voted at the meeting would have been voted against the rights plan. Faced with this set of facts the panel stated that, at its heart, the application required the panel to consider how to balance the tension that exists between the rights of shareholders to exercise a collective decision to support a rights plan in the face of a specific bid, against the interests of individual shareholders of the target in having an unimpeded opportunity to tender their shares to that bid if they so choose. Shareholder Vote Alone Should Not Be Determinative The panel placed very significant weight on the results of the shareholder meeting, however, the panel s findings on this point were tempered by its concerns with the shareholder voting system in Canada. As is customary in contested transactions, there was a very high volume of trading in the public float of Augusta shareholders between the date of announcement of the HudBay bid and the date of the Augusta meeting. The panel also raised questions regarding the integrity of the voting results due to concerns about empty voting, where market participants are able to exercise voting rights, without having any economic interest in the underlying shares. The panel urged that caution must be exercised in these circumstances, and that regulators should not be unduly influenced by the outcome of the shareholder vote. The concerns expressed by the panel with the Canadian shareholder voting process have been well documented by numerous commentators, including us. In raising this issue we expect that the panel was mindful that if it were to find that a shareholder vote is determinative, that there could be a real risk that future votes could be manipulated by interested market participants. We believe the panel has touched on a real area of concern. These comments can also be viewed as raising a red flag with respect to the underlying premise of proposed National Instrument Security Holder Rights Plans, which, as the panel noted, would make shareholder approval determinative. (A copy of our bulletin describing the rules proposed in National Instrument is available here.) Likelihood of Extension of the HudBay Bid The panel found that very significant weight should be given to the shareholder vote in light of the factors enumerated above. However, it was this factor in combination with its view that it was reasonably likely that HudBay would extend its bid if the panel were to fix a future date for the termination of the rights plan that ultimately convinced the panel to accord significant deference to the views of Augusta shareholders. The BCSC has historically sided very strongly with the rights of individual shareholders, and in this circumstance, it was clear that the panel sought a compromise that would respect both the results of the overwhelming shareholder vote, while respecting the rights of individual Augusta shareholders to make their choice on whether to tender to the bid. The panel s finding that HudBay was reasonably likely to extend its bid if a future date for termination was fixed allowed the panel to strike this balance. 156 Days While the panel was not prepared to allow the Augusta rights plan to effectively veto the HudBay bid, the timeframe afforded to Augusta management was unprecedented, notably so by BC standards. Augusta argued that significant shareholder value would be unlocked once final permitting was completed on the Rosemont project, and that the shareholder vote was a clear message from shareholders that they supported management s views. At the hearing HudBay argued that the panel should cease trade the rights plan with immediate effect, but in the alternative, if they were not prepared to do so, that the panel should issue a cease
3 trade order with a future date certain. Pressed by the panel at the hearing, HudBay conceded that the most logical date certain was one that was tied to Augusta s claim that all material permitting on the Rosemont Project would be completed by June 30, Having found a logical future date, the panel concluded that it would be appropriate to grant Augusta management an additional 75 days to meet its stated timeline. The panel s analysis strikes us a considered attempt to strike a reasonable compromise in the circumstances. But in doing so, we believe the panel has departed markedly from the analysis the BCSC had set out in its 2010 Lions Gate decision. In that decision the panel was unequivocal that the only legitimate purpose of a target rights plan is to provide the target board with adequate time to conduct an auction. Once the auction was complete, there was no legitimate reason to keep a rights plan in place, and the views of shareholders in that context would then be irrelevant. Here, the panel concluded that there did not appear to be a real and substantial possibility of the Augusta board identifying a superior transaction, and noted that this was a clear factor suggesting that it was time for the rights plan to go immediately. Further, the panel found that Augusta s decision not to establish a special committee of independent directors to consider the HudBay bid was an unusual decision in the circumstances and made us question just how seriously Augusta was pursuing the search for alternative transactions and whether, in reality, the board s first choice was to attempt to complete the permitting and approvals for the Rosemont Project. Faced with these findings, and a rights plan that had already been in place for 85 days, we believe it is highly likely that the panel in Lions Gate would have cease traded the Augusta plan with immediate effect. The panel in Augusta declined to do so, instead affording significant deference to the collective views of target shareholders, even where there was no real prospect of a superior transaction. Was The HudBay Bid Coercive? One of the most interesting elements of the panel s decision was its analysis of Augusta s claim that the HudBay bid was coercive on account of is opportunistic timing and HudBay s decision to waive the minimum tender condition which could result in Augusta shareholders feeling pressure to tender to the bid to avoid being left behind. On the first point the panel found that hostile take- over bids, almost by definition, are opportunistic in nature, and whether a bid is opportunistic or not is irrelevant to its analysis and not a matter for argument at a regulatory hearing. Target management is free to make its case to shareholders, but from a regulatory perspective, the panel s view was that this was a non-issue. It will be interesting to see how the panel s reasons on this point impact how hostile bids are characterized in the future. On the second point, the panel found that the fact that a hostile bidder drops its minimum tender condition in a bid for 100% of a target s securities does not make the bid coercive (we expect a partial bid might have been treated differently), even where there was a significant risk, as was the case here, that the bidder would be able to establish a blocking position that could preclude any future bids by competing buyers. In reaching this conclusion, the panel noted that previous rights plan decisions have determined that a bid is not coercive simply because it contains a right on the party of the bidder to waive the minimum tender conditions. The panel acknowledged Augusta s argument that the waiver of the minimum tender condition in its bid would allow for the possible creation of a larger blocking position on the part of HudBay and conceded that in these circumstances shareholders could feel some coercion due to the uncertainty and breadth of possible outcomes. At the hearing HudBay
4 offered to include a ten day extension under its bid, which the panel accepted and incorporated into their order. While the panel was not required to specifically decide this point, the panel did state that it would have been appropriate to impose a ten day extension condition on the process where a bidder has removed a minimum tender condition and there are questions about the resulting shareholder dynamics arising from multiple blocking positions. This approach is in line with the recent regulatory proposals included in proposed National Instrument The panel s approach does not entirely address the underlying issue of coercion. If HudBay were to take up sufficient shares to establish a 33% blocking position (noting that HudBay entered the contest with a 15% toehold) would shareholders not feel pressure to tender to the extended bid? The panel s view appears to be and that HudBay s ability to secure a larger potential blocking position is simply a consequence of the current rules, and the most a regulator should be expected to do in this circumstance is to mandate an extension that would allow shareholders to make an informed decision once initial take-up amounts were known. The panel also found that the reality of the Augusta shareholder composition was such that there were already several large share ownership positions in place. In this circumstance, the success of a change of control transaction would require significant shareholder synergy, and in this circumstance the panel concluded that it did not see this situation being made appreciably more difficult with the possibility of an increased HudBay share ownership position. Takeaways and Conclusions We agree with the panel s assessment that contested bids generally involve unique facts and circumstances, and for the time being until a new regulatory code is adopted, we fully expect that regulatory decisions in this area will continue to reflect the specific circumstances of each contest along with the views of the panel members hearing each application. With that said, we believe there are a few lessons to be taken from the panel s reasons: Shareholder approval in the face of a bid will be given significant weight. The panel found that a shareholder vote in the face of a specific bid should generally be accorded more weight than a vote held prior to bid being launched. For the time being, the best hope that a target board of a Canadian company has to maximize the amount of time it will be permitted to keep a rights plan in place in the face of a hostile bid is to have the rights plan ratified at a special meeting held after announcement of the bid. This has emerged as the play book in contested bids in Canada, and the panel s decision is certainly in line with this approach. Appoint a special committee. The panel made an adverse inference against Augusta, and their commitment to the auction process, as a result of their decision not to appoint a special committee of independent non-management directors to consider the bid. Be conscious of specific timeframes. The panel s decision suggests that, faced with significant shareholder support for a rights plan in the face of a hostile bid, our regulatory may look to fix a future date when a rights plan must go in order to strike an appropriate balance between the collective views of shareholders as a group, and the rights of individual shareholders to tender to a bid if they so choose. In this context, target management should be mindful of setting out future deadlines that could be used to support a future
5 termination date. Bidders should also expect to be pressed by our regulators on how long they are prepared to extend a bid. The panel s reasons are available here. If you would like more information about this bulletin, please contact the authors, or your usual lawyer in BLG s Securities & Capital Markets Group or BLG s Mining Group. AUTHORS Warren Learmonth T WLearmonth@ Michael Waters T MWaters@
6 BLG OFFICES Calgary Centennial Place, East Tower 1900, 520-3rd Avenue S.W. Calgary, Alberta, Canada T2P 0R3 T F Montréal 1000 De La Gauchetière Street West Suite 900 Montréal, Québec, Canada H3B 5H4 T F Ottawa World Exchange Plaza 100 Queen Street Ottawa, Ontario, Canada K1P 1J9 T F Toronto Scotia Plaza 40 King Street West Toronto, Ontario, Canada M5H 3Y4 T F Vancouver 1200 Waterfront Centre 200 Burrard Street Vancouver, British Columbia, Canada V7X 1T2 T F The information contained herein is of a general nature and is not intended to be a complete statement of the law or a n o p i n i o n o n a n y s u b j e c t. A l t h o u g h w e e n d e a v o u r to ensure its accuracy, no one should act upon it without a thorough examination of the law after the facts of a specific situation are considered. No part of this publication may be reproduced without prior written permission of Borden Ladner Gervais LLP (BLG). This publication h a s b e e n s e n t to you courtesy of BLG. We respect your privacy, and wish to point out that our privacy policy relative to p u b l i c a t i o n s m a y b e f o u n d a t h t t p : / / w w w. b l g. c o m / e n / p r i v a c y. If you have received this in error, or if you do not wish to receive further p u b l i c a t i o n s, you may ask to have your contact information removed from our mailing lists by phoning BLG.LAW1 or by ing unsubscribe@ B o r d e n L a d n e r G e r v a i s L L P. Borden Ladner Gervais LLP is an Ontario Limited Liability Partnership.
Supreme Court of Canada Creates New Test for Police to Search Cell Phones Without a Warrant
Supreme Court of Canada Creates New Test for Police to Search Cell Phones Without a Warrant On December 11, 2014, the Supreme Court of Canada released R. v. Fearon, a decision that addresses when police
More informationTHE QUÉBEC PRIVATE SECURITY ACT
AUGUST 2010 THE QUÉBEC PRIVATE SECURITY ACT AND ITS APPLICATION TO ELECTRONIC SECURITY FIRMS Construction, Engineering, Surety and Fidelity Group CONSTRUCTION LAW BULLETIN www.blgcanada.com In 2004 the
More informationNEW LEGISLATION FOR MORTGAGE BROKERING ACTIVITIES THE MORTGAGE BROKERAGES, LENDERS AND ADMINISTRATORS ACT, 2006 (ONTARIO)
SEPTEMBER 2008 NEW LEGISLATION FOR MORTGAGE BROKERING ACTIVITIES THE MORTGAGE BROKERAGES, LENDERS AND ADMINISTRATORS ACT, 2006 (ONTARIO) www.blgcanada.com The Mortgage Brokerages, Lenders and Administrators
More informationAUGUST 2008. in proposal proceedings under the BIA. found that RBC was a secured creditor of WorkGroup Designs Inc. ("WorkGroup").
AUGUST 2008 SECURED CLAIMS IN PROPOSAL PROCEEDINGS In the recent decision of Re WorkGroup Designs Inc., 1 the Ontario Court of Appeal considered the provisions of the Bankruptcy and Insolvency Act, R.S.C.
More informationCONTINUING ISSUES FOR U.S. LLCS INVESTING INTO CANADA
MARCH 2010 CONTINUING ISSUES FOR U.S. LLCS By Elinore Richardson and Stephanie Wong TAX LAW BULLETIN The Canada Revenue Agency ( CRA ), on February 11, 2010, issued a Technical Memorandum on the application
More informationONTARIO HST: WHAT IT MEANS FOR LANDLORDS AND TENANTS OF COMMERCIAL REAL PROPERTIES
MAY 2010 ONTARIO HST: WHAT IT MEANS FOR LANDLORDS AND TENANTS OF COMMERCIAL REAL PROPERTIES COMMERCIAL REAL ESTATE LAW ALERT On December 9, 2009, Ontario legislators approved the sales tax reform proposed
More informationTAX LAW / INVESTMENT FUNDS BULLETIN CANADA EXTENDS SOURCE TAXATION FOR INVESTMENT FUNDS
February 9, 2005 CANADA EXTENDS SOURCE TAXATION TAX LAW / INVESTMENT FUNDS BULLETIN The Department of Finance released on December 6, 2004, draft legislation (the Amendments ) implementing the March 23,
More informationUSING TAX LOSSES WITHIN A CORPORATE GROUP
MARCH 0 USING TAX LOSSES WITHIN A CORPORATE GROUP In difficult economic times, businesses need to make the best use possible of their resources. This includes any tax attributes available to them to offset
More informationINVESTMENT MANAGEMENT BULLETIN
INVESTMENT MANAGEMENT BULLETIN APRIL 2013 MOVING BEYOND MUTUAL FUNDS - NEW PROPOSED REGULATIONS FOR PUBLIC CLOSED-END FUNDS AND ALTERNATIVE FUNDS On March 27, 2013, the Canadian Securities Administrators
More informationAnti-spam, the budget, tweeting and corporate law: news for NFPs
Anti-spam, the budget, tweeting and corporate law: news for NFPs Welcome to the spring 2013 edition of the BLG Charity and Not-for-Profit Law newsletter. There have been several recent events of significance
More informationGOING PUBLIC IN CANADA
GOING PUBLIC IN CANADA CASSELS BROCK IN BRIEF Canadian law firm of more than 200 lawyers based in Toronto and Vancouver focused on serving the transaction, advocacy and advisory needs of the country s
More informationFiling Guide Toronto Stock Exchange, Q3 2010
Filing Guide Toronto Stock Exchange, Q3 2010 TMX Group Equities Toronto Stock Exchange TSX Venture Exchange Equicom Derivatives Montréal Exchange CDCC Montréal Climate Exchange Fixed Income Shorcan Energy
More informationMining Initial Public Offering Guide. TSX s Global Leadership in Mining. Your lawyer. Your law firm. Your business advisor.
Mining TSX s Global Leadership in Mining Your lawyer. Your law firm. Your business advisor. Bennett Jones is widely recognized as the leading Canadian law firm in energy and natural resources. In keeping
More informationNational Instrument 31-103
Keeping Reforms in Sight: Understanding the New Canadian Registration Requirements AUGUST 2009 National Instrument 31-103 At a Glance BLG S REGISTRANT REGULATION AND COMPLIANCE PRACTICE Our Registrant
More informationCANADA INTERPRETS ANTI-HYBRID RULES IN TREATY WITH THE U.S.
JANUARY 2010 CANADA INTERPRETS ANTI-HYBRID RULES IN By Elinore Richardson and Stephanie Wong TAX LAW BULLETIN www.blgcanada.com The Canada Revenue Agency ( CRA ) recently provided its views on the application
More informationBuying Commercial Real Estate in Canada
Buying Commercial Real Estate in Canada Added experience. Added clarity. Added value. real estate Miller Thomson is one of Canada s most respected national business law firms, committed to delivering what
More informationMEMBER REGULATION. notice
MEMBER REGULATION notice Contact: L. Boyce: (416) 943-6903 lboyce@ida.ca MR0359 July 13, 2005 ATTENTION: Ultimate Designated Persons Chief Financial Officers Panel Auditors Distribute internally to: Corporate
More informationBorden Ladner Gervais LLP Scotia Plaza, 40 King St W Toronto, ON, Canada M5H 3Y4 T 416.367.6000 F 416.367.6749 blg.com
Borden Ladner Gervais LLP Scotia Plaza, 40 King St W Toronto, ON, Canada M5H 3Y4 T 416.367.6000 F 416.367.6749 blg.com March 9, 2016 DELIVERED BY EMAIL British Columbia Securities Commission Alberta Securities
More informationPROXY VOTING POLICIES AND PROCEDURES
PROXY VOTING POLICIES AND PROCEDURES The Fund invests in interests issued by Hedge Funds. As such, it is expected that proxies and consent requests will deal with matters related to the operative terms
More informationLet s Make a Deal M&A Deal Structures that work. Cheryl Slusarchuk, TJ Kang
Let s Make a Deal M&A Deal Structures that work Cheryl Slusarchuk, TJ Kang Road Map 2 1. Tax: Maximizing deal value 2. Deal timelines 3. Cross-border deals 4. Managing the process 1. Tax: Maximizing deal
More informationThe Law of Privilege in Canada
The Law of Privilege in Canada Andrew Wilkinson October 8, 2008 Types of privilege 2 Main types of privilege: Solicitor-client Litigation Settlement There is also common interest privilege, which is more
More informationalternative finance conference
alternative finance conference accessing Asian capital through dual listings on the Hong Kong Stock Exchange Paul D. Davis, Partner October 4, 2012 McMillan LLP Vancouver Calgary Toronto Ottawa Montréal
More informationOpening Your Retail Account
www.iiroc.ca Tel. 1.877.442.4322 Investment Industry Regulatory Organization of Canada Opening Your Retail Account What your investment dealer needs from you and why Organisme canadien de réglementation
More informationKeeping Reforms in Sight:
Keeping Reforms in Sight: Understanding the New Canadian Registration Requirements Investment Management Group August 2009 Investment Management Advisories Canadian Securities Regulators Release Final
More informationAnnual Management Report of Fund Performance
Annual Management Report of Fund Performance FOR THE YEAR ENDED DECEMBER 31, 2015 Canadian Preferred Share Trust This management report of fund performance contains financial highlights but does not contain
More informationThe Revised Canadian Take-Over Bid and Issuer Bid Regime. February 2008
The Revised Canadian Take-Over Bid and Issuer Bid Regime Table of Contents INTRODUCTION...1 TAKE-OVER BIDS...2 WHAT IS A TAKE-OVER BID?...2 ACTING JOINTLY OR IN CONCERT...2 EQUAL TREATMENT OF TARGET'S
More informationA CONSULTATION PAPER SETTING UP OF LIFE INSURANCE BROKERAGE SUBSIDIARIES ALBERTA INCORPORATED FINANCIAL INSTITUTIONS
A CONSULTATION PAPER ON SETTING UP OF LIFE INSURANCE BROKERAGE SUBSIDIARIES BY ALBERTA INCORPORATED FINANCIAL INSTITUTIONS ALBERTA FINANCE October 2002 Introduction The purpose of this consultation paper
More informationElectronic Commerce. Section N of Stikeman Elliott s Doing Business in Canada. Stikeman Elliott llp
Electronic Commerce Section N of Stikeman Elliott s Doing Business in Canada Stikeman Elliott llp Stikeman Elliott LLP Canadian Business Law. Worldwide. Stikeman Elliott is recognized internationally for
More information263120\1242880.v11 DIVIDEND REINVESTMENT AND OPTIONAL SHARE PURCHASE PLAN
DIVIDEND REINVESTMENT AND OPTIONAL SHARE PURCHASE PLAN DIVIDEND REINVESTMENT AND OPTIONAL SHARE PURCHASE PLAN PURPOSE The Dividend Reinvestment and Optional Share Purchase Plan (the "Plan") provides eligible
More informationHow to make a complaint
How to make a complaint 2 How to make a complaint Contents We value your opinion 3 RBC business groups 4 If you have a complaint or encounter a problem 5 n Step 1: Start at the source 5 n Step 2: Escalate
More informationTrends in Canadian board practices
Executive Briefing Canada Issue 2 March, 2015 Your executive compensation resource > Canadian Trends Gender diversity Age diversity International diversity Board sizes Number of meetings > Contact Derek
More informationEnbridge Gas Distribution Inc. Application re: Rate 332 Tariff STAR Board File No. EB-2016-0028
John A.D. Vellone T (416) 367-6730 F (416) 361-2758 jvellone@blg.com James K. Little T (416) 367-6299 F (416) 361-7332 jlittle@blg.com Borden Ladner Gervais LLP Scotia Plaza, 40 King Street W Toronto,
More informationSpecial Committees Dealing with the Difficult Situations
Special Committees Dealing with the Difficult Situations Al Hudec Farris, Vaughan, Wills & Murphy LLP Blair Horn Fasken Martineau LLP Mergers and Acquisitions 2011 The Continuing Legal Education Society
More informationCANADA U.S. TREATY COULD
JANUARY 2010 CANADA U.S. TREATY COULD IMPACT LATIN AMERICAN By Elinore J. Richardson and Stephanie Wong TAX LAW BULLETIN www.blgcanada.com Any structuring of investments by a Latin American investor into
More informationAn Investor s Guide to Making a Complaint
An Investor s Guide to Making a Complaint Protecting Investors and Fostering Fair and Efficient Capital Markets across Canada. The Investment Industry Regulatory Organization of Canada (IIROC) regulates
More informationPOLICY 1.1 INTERPRETATION
POLICY 1.1 INTERPRETATION 1. Definitions 1.1 The definitions provided in this Manual (which includes the Policies, Forms and Appendices) may differ from the definitions in the Securities Laws for the same
More informationAn Investor s Guide to Making a Complaint
An Investor s Guide to Making a Complaint The Investment Industry Regulatory Organization of Canada (IIROC) regulates all investment dealers in Canada. We set high quality regulatory and investment industry
More informationFasken Martineau London. LOCAL knowledge... international reach
Fasken Martineau London LOCAL knowledge... international reach About Fasken Martineau Fasken Martineau is a leading international business law and litigation firm with more than 700 lawyers in eight offices
More informationWe Can Help. Resolving Customer Complaints. Where to turn when a problem occurs
We Can Help Resolving Customer Complaints Where to turn when a problem occurs You come first in everything we do. If you have a complaint, we encourage you to let us know and give us the opportunity to
More informationLaw Society of Saskatchewan Queen s Bench Rules of Court webinars Part 1: Overview
Law Society of Saskatchewan Queen s Bench Rules of Court webinars Part 1: Overview Reché McKeague Director of Research, Law Reform Commission of Saskatchewan January 28, 2013 Table of Contents 1. Introduction...
More informationThe FCA s new Listing Regime An overview of the key changes and impacts of the final rules in PS14/8
An overview of the key changes and impacts of the final rules in PS14/8 BRIEFING MAY 2014 INTRODUCTION On 2 October 2012, the FCA s predecessor launched a consultation (CP12/25) on Enhancing the effectiveness
More informationRe: Industry Canada Consultation on the Canada Business Corporations Act (the Consultation )
May 9, 2014 Director General Marketplace Framework Policy Branch Industry Canada 235 Queen Street, 10 th Floor Ottawa, Ontario K1A 0H5 e-mail: cbca-consultations-lcsa@ic.gc.ca Re: Industry Canada Consultation
More informationAnnual Management Report of Fund Performance
Annual Management Report of Fund Performance FOR THE YEAR ENDED DECEMBER 31, 2015 Investment Grade Infrastructure Bond Fund This management report of fund performance contains financial highlights but
More informationK+S CANADA HOLDINGS INC. K+S AKTIENGESELLSCHAFT POTASH ONE INC.
This document is important and requires your immediate attention. If you are in doubt as to how to deal with it, you should consult your investment dealer, stockbroker, bank manager, lawyer or other professional
More informationResolving Customer Complaints
Resolving Customer Complaints When a Problem Occurs - We Can Help As an MCAP Client you have come to expect a high level of customer service. If you have a complaint regarding our service or policy, we
More information11 doing business in Canada. Business Structures
11 doing business in Canada b Business Structures As is the case in most common law jurisdictions, a person or entity wishing to operate a business in Canada can choose from several different business
More informationRobert Collingwood Strother
2012 LSBC 14 Report issued: May 03, 2012 Citation issued: September 8, 2009 The Law Society of British Columbia In the matter of the Legal Profession Act, SBC 1998, c.9 and a hearing concerning Robert
More informationDealing with Stock Options and Free Shares when Launching a Tender Offer on a French Company
June 2011 Dealing with Stock Options and Free Shares when Launching a Tender Offer on a French Company BY ERWAN BARRE & JEREMIE GICQUEL Acquisitions of French companies raise a number of employment law
More informationINSIDER TRADING POLICY SUPERIOR PLUS CORP.
INSIDER TRADING POLICY SUPERIOR PLUS CORP. A fundamental principle of securities legislation is that everyone investing in securities should have equal access to information that may affect their decision
More informationNOTICE OF CHANGE OF LAWYERS
ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST Court File No. CV-14-10556-00CL BETWEEN: GRANT THORNTON LIMITED, IN ITS CAPACITY AS THE COURT APPOINTED RECEIVER AND MANAGER OF REDSTONE INVESTMENT CORPORATION
More informationIMPORTANT INFORMATION FOR SHAREHOLDERS. Notice of the Special Meeting of Shareholders and Information Circular. March 4, 2013
IMPORTANT INFORMATION FOR SHAREHOLDERS Notice of the Special Meeting of Shareholders and Information Circular March 4, 2013 CARDIOME PHARMA CORP. 6190 Agronomy Road, Suite 405 Vancouver, B.C. V6T 1Z3 NOTICE
More informationPROVINCIAL/TERRITORIAL COUNCIL Of MINISTERS OF SECURITIES REGULATION (Council) ANNUAL PROGRESS REPORT January 2013 to December 2013
PROVINCIAL/TERRITORIAL COUNCIL Of MINISTERS OF SECURITIES REGULATION (Council) ANNUAL PROGRESS REPORT January 2013 to December 2013 BACKGROUND Since its formation in 2004, the Provincial-Territorial Council
More informationA Basic Overview of Securities Regulation in British Columbia
SECURITIES FOR JUNIOR LAWYERS AND LEGAL SUPPORT STAFF PAPER 1.1 A Basic Overview of Securities Regulation in British Columbia These materials were prepared by Dwight D. Dee of Miller Thomson LLP, Vancouver,
More informationALTAGAS LTD. Dividend Reinvestment and Optional Common Share Purchase Plan of AltaGas Ltd. for Holders of Common Shares
ALTAGAS LTD. Dividend Reinvestment and Optional Common Share Purchase Plan of AltaGas Ltd. for Holders of Common Shares Introduction This Dividend Reinvestment and Optional Common Share Purchase Plan of
More informationHow To Help The Poor
BLG PRO BONO GIVING BACK TO COMMUNITIES BLG S PRO BONO PROGRAM Lawyers who engage in pro bono work make meaningful contributions to the lives of others preserving and advancing the welfare of communities
More informationGOLDCORP INC. OFFER TO PURCHASE
This document is important and requires your immediate attention. If you are in any doubt as to how to deal with it, you should consult your investment dealer, stock broker, bank manager, trust company
More informationIN THE SUPREME COURT OF CANADA (ON APPEAL FROM THE COURT OF APPEAL OF ALBERTA) The Information and Privacy Commissioner of Alberta.
IN THE SUPREME COURT OF CANADA (ON APPEAL FROM THE COURT OF APPEAL OF ALBERTA) SCC File No. 36460 BETWEEN: The Information and Privacy Commissioner of Alberta - and - The Board of Governors of the University
More informationProfessional Standards and Guidelines
College of Physicians and Surgeons of British Columbia Professional Standards and Guidelines Conflict of Interest Arising from Clinical Research Preamble This document is a guideline of the Board of the
More informationNew Canadian reporting requirements for Canadian private placement sales
April 14 2016 UPDATE New Canadian reporting requirements for Canadian private placement sales Authors: Rob Lando, Lori Stein Posted in Resources > Canadian Legislation & Regulations NEW TRADE REPORT REQUIREMENTS
More informationSection C of Stikeman Elliott s M&A Activity in Canada
Acquiring a Public Company Section C of Stikeman Elliott s M&A Activity in Canada Stikeman Elliott llp Canadian Business Law. Worldwide. Stikeman Elliott is recognized internationally for the sophistication
More informationDirectors & Officers Insurance Issues Seminar
Directors & Officers Insurance Issues Seminar Bob Cooper & Ariel DeJong, McCarthy Tétrault LLP Catherine Richmond & Murn Meyrick, Willis Canada Inc. January 23, 2007 McCarthy Tétrault LLP P.O. Box 10424,
More informationReview of Alberta and British Columbia Legislative Changes Regarding Annuities, Life and Living Benefits Insurance
September 2012 Advocis 390 Queens Quay West, Suite 209 Toronto, ON M5V 3A2 T 416.444.5251 1.800.563.5822 F 416.444.8031 www.advocis.ca Review of Alberta and British Columbia Legislative Changes Regarding
More informationS U P E R I O R C O U R T. NO: 500-11-042345-120 Companies Creditors Arrangement Act 1
CANADA S U P E R I O R C O U R T PROVINCE OF QUÉBEC Commercial Division DISTRICT OF MONTRÉAL Designated tribunal under the NO: 500-11-042345-120 Companies Creditors Arrangement Act 1 IN THE MATTER OF THE
More informationAlmonty Industries Inc. to Acquire Woulfe Mining Corp. and become the Leading International Tungsten Company
July 7, 2015 NEWS RELEASE Almonty Industries Inc. to Acquire Woulfe Mining Corp. and become the Leading International Tungsten Company Almonty Industries Inc. (TSX-V: AII) ( Almonty ) and Woulfe Mining
More informationCHBA Briefing Note on Liability in the Residential Building Industry
CHBA Briefing Note on Liability in the Residential Building Industry Introduction Objectives The objective of this report is to present some recent developments in Canada on the topic of liability in the
More informationSprott Focused Global Balanced Class Sprott Corporate Class Inc.
Sprott Focused Global Balanced Class Sprott Corporate Class Inc. ANNUAL MANAGEMENT REPORT OF FUND PERFORMANCE DECEMBER 31 2015 The annual management report of fund performance is an analysis and explanation
More informationRED EAGLE MINING CORPORATION CB GOLD INC.
This document is important and requires your immediate attention. If you have any questions as to how to deal with it, you should consult your investment dealer, stockbroker, trust company, manager, bank
More informationSecurities Law Bulletin
Securities Law Bulletin Important Changes to Canadian Insider Trading Disclosure Regime By Jennifer A. Wainwright The Canadian securities regulatory authorities in each of the provinces of Canada have
More informationP3s in wastewater treatment facilities: opportunities for municipalities
November 2012 projects bulletin P3s in wastewater treatment facilities: opportunities for municipalities The Canadian market may soon see new opportunities and unique challenges for public-private partnerships
More informationUnited States of America Takeover Guide
United States of America Takeover Guide Contact Richard Hall Cravath, Swaine & Moore LLP rhall@cravath.com Contents Page INTRODUCTION 1 TENDER OFFERS VERSUS MERGERS 1 IN THE BEGINNING 2 REGULATION OF TENDER
More informationPETRONAS to Acquire Progress Energy Companies agree to $5.5 Billion Acquisition
PETRONAS to Acquire Progress Energy Companies agree to $5.5 Billion Acquisition CALGARY, AB June 28, 2012 PETRONAS, the Malaysian national oil and gas company, and Progress Energy Resources Corp. (Progress)
More informationTelecom Notice of Consultation CRTC 2016-115
Telecom Notice of Consultation CRTC 2016-115 PDF version Ottawa, 29 March 2016 File number: 1011-NOC2016-0115 Call for comments Participation by wireless service providers in the National Public Alerting
More informationWhy IIROC Matters to You, the Investor
Why IIROC Matters to You, the Investor The Investment Industry Regulatory Organization of Canada (IIROC) regulates all investment dealers in Canada. We set high quality regulatory and investment industry
More informationCanada Takeover Guide
Canada Takeover Guide Contact Jay Lefton Borden Ladner Gervais LLP 1 JLefton@BLG.com 1 The information contained herein is current as of July 2013 and is a summary only of the applicable laws and regulations
More informationCANADIAN SECURITIES ADMINISTRATORS STAFF NOTICE 55-308 QUESTIONS ON INSIDER REPORTING
CANADIAN SECURITIES ADMINISTRATORS STAFF NOTICE 55-308 QUESTIONS ON INSIDER REPORTING 2 TABLE OF CONTENTS INTRODUCTION... 5 SOME DEFINED TERMS... 5 QUESTIONS ON INSIDER REPORTING... 6 1. GENERAL... 6 1.1
More informationTHE OFFERING MEMORANDUM UNDER ONTARIO SECURITIES LAW By: Daniel A. Coderre Soloway Wright LLP
THE OFFERING MEMORANDUM UNDER ONTARIO SECURITIES LAW By: Daniel A. Coderre Soloway Wright LLP Many companies raise capital by offering shares in their capital stock for sale at one time or another. When
More informationCloud Computing: Privacy and Other Risks
December 2013 Cloud Computing: Privacy and Other Risks by George Waggott, Michael Reid and Mitch Koczerginski, McMillan LLP Introduction While the benefits of outsourcing organizational data storage to
More informationBMO Fixed Income Yield Plus ETF Portfolio (the Fund )
(the Fund ) (formerly BMO Target Yield ETF Portfolio ) For the six-month period ended March 31, 2015 (the period ) Manager: BMO Investments Inc. (the Manager or BMOII ) Portfolio manager: BMO Asset Management
More informationCorrespondent Bank Terms and Conditions Effective: January 1, 2014
Page 1 of 6 Correspondent Bank Terms and Conditions Effective: January 1, 2014 What s inside... General Terms and Conditions for Correspondent Bank Accounts and Services Page 2 of 6 SECTION A: General
More informationDecember 15, 2010. (Continued on next page)
This document is important and requires your immediate attention. If you are in doubt as to how to deal with it, you should consult your investment dealer, broker, lawyer or other professional advisor.
More informationBroadcasting Notice of Consultation CRTC 2015-105
Broadcasting Notice of Consultation CRTC 2015-105 PDF version Ottawa, 26 March 2015 Call for comments on a Television Service Provider Code of Conduct working document In Broadcasting Regulatory Policy
More informationPLAN CIRCULAR NOTICE TO READERS
PLAN CIRCULAR Overview of the Plan of Arrangement of Universal Settlements International Inc., filed pursuant to the Companies Creditors Arrangement Act of Canada NOTICE TO READERS This overview is intended
More informationSecurities Act, R.S.A., 2000, c.s-4, subsections 75(1), 110(1) and 144(1). Citation: CH2M Hill Companies, Ltd. et al, 2004 ABASC 1198 Date: 20041210
Headnote Mutual Reliance Review System for Exemptive Relief Applications relief from the registration and prospectus requirements for certain trades of common shares of an issuer made by employees, senior
More informationNational Instrument 52-110. Audit Committees. Table of Contents
This document is an unofficial consolidation of all amendments to National Instrument 52-110 Audit Committees and its Companion Policy and applies from January 1, 2011. The unofficial consolidation of
More informationEquity-Based Compensation for Canadian Employees
Equity-Based Compensation for Canadian Employees By Leonard Glass May 2, 2002 This is a general overview of the subject matter and should not be relied upon as legal advice or opinion. For specific legal
More informationSpinning: FINRA Rule 5131
News Bulletin October 18, 2010 Spinning: FINRA Rule 5131 On September 29, 2010, the Securities and Exchange Commission ( SEC ) approved FINRA Rule 5131, on an accelerated basis, and solicited comments
More informationCOURT OF QUEEN'S BENCH OF ALBERTA
Clerk's stamp: Court File Number 1301-11352 Court Judicial Centre Applicants COURT OF QUEEN'S BENCH OF ALBERTA CALGARY IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, as
More informationBrookfield Property Partners Offer to Purchase Any or All Issued and Outstanding Common Shares of Brookfield Office Properties Inc.
Brookfield Property Partners Offer to Purchase Any or All Issued and Outstanding Common Shares of Brookfield Office Properties Inc. Shareholder Q&A Brookfield Property Partners L.P. ( Brookfield Property
More informationSPHERE 3D ENTERS INTO DEFINITIVE MERGER AGREEMENT WITH OVERLAND STORAGE SPHERE 3D ANNOUNCES $10.0 MILLION BOUGHT DEAL FINANCING
SPHERE 3D ENTERS INTO DEFINITIVE MERGER AGREEMENT WITH OVERLAND STORAGE SPHERE 3D ANNOUNCES $10.0 MILLION BOUGHT DEAL FINANCING Not for distribution in the United States or through United States wire services
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 informationIN THE MATTER OF A DISCIPLINARY HEARING PURSUANT TO SECTIONS 20 AND 24 OF BY-LAW NO. 1 OF THE MUTUAL FUND DEALERS ASSOCIATION OF CANADA
Notice of Hearing File No. 201259 IN THE MATTER OF A DISCIPLINARY HEARING PURSUANT TO SECTIONS 20 AND 24 OF BY-LAW NO. 1 OF THE MUTUAL FUND DEALERS ASSOCIATION OF CANADA Re: Ricardo John Cavalli NOTICE
More informationOctober 30, 2006. Mr. John Stevenson, Secretary Ontario Securities Commission 20 Queen Street West Suite 1903, Box 55 Toronto Ontario M5H 3S8
Ian C.W. Russell, FCSI President & Chief Executive Officer October 30, 2006 Mr. John Stevenson, Secretary Ontario Securities Commission 20 Queen Street West Suite 1903, Box 55 Toronto Ontario M5H 3S8 Dear
More informationNEW WORLD GAMING TO OFFER TO ACQUIRE GATEWAY CASINOS INCOME FUND FOR C$25.26 PER UNIT
April 3, 2007 Attention Business/Financial Editors: Gateway Casinos Income Fund TRADING SYMBOL: The Toronto Stock Exchange TSX: GCI.UN NEW WORLD GAMING TO OFFER TO ACQUIRE GATEWAY CASINOS INCOME FUND FOR
More informationOFFER BY WPP GROUP PLC ("WPP")
THE TAKEOVER PANEL 2001/15 OFFER BY WPP GROUP PLC ("WPP") FOR TEMPUS GROUP PLC ("TEMPUS") 1. The Takeover Panel met on 31 October to hear an appeal by WPP against the Panel Executive's refusal to allow
More informationCANADA. James SULLIVAN
CANADA James SULLIVAN Blake, Cassel & Graydon LLP 595 Burrard Street P.O. Box 49314 Suite 2600, Three Bentall Centre Vancouver (C.-B.) V7X 1L3 CANADA Phone: 604-631-3300 Fax: 604-631-3309 Email: vancouver@blakes.com
More informationDirectors and officers liability best practices guidelines
Directors and officers liability best practices guidelines DIRECTORS AND OFFICERS LIABILITY BEST PRACTICES GUIDELINES INTRODUCTION A continuing challenge to all business is the efficient functioning of
More informationBUSINESS SUCCESSION PLANNING
BUSINESS SUCCESSION PLANNING TABLE OF CONTENTS The planning, an essential step 3 Transfer of the business to a family member 4 Transfer of the business to a partner, the management team or employees 5
More informationOffsets in Canada Considerations
Offsets in Canada Considerations European Club for Countertrade & Offsets Symposium #9 November 20, 2014 Vienna, Austria Brenda C. Swick Partner- Government Contracting /International Trade 416 601 7545
More informationCHARITY LAW BULLETIN NO. 302
CHARITY LAW BULLETIN NO. 302 FEBRUARY 27, 2013 EDITOR: TERRANCE S. CARTER GOING MOBILE: LEGAL CONSIDERATIONS FOR MOBILE APP DEVELOPMENT By Colin J. Thurston * A. INTRODUCTION Canadian charities and not-for-profit
More informationYour guide to London Life s settlement
Your guide to London Life s settlement This guide includes the legal notice of certification and approval of settlement and additional explanatory information about the settlement. Notice of certification
More information