DOCSLIB.ORG

Securities and Mergers & Acquisitions Bulletin

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Securities and Mergers & Acquisitions Bulletin Securities and Mergers & Acquisitions Bulletin November 2009 Fasken Martineau DuMoulin LLP CSA Issues Staff Notice Regarding Maintenance of the Current Corporate Governance Regime Author: Jessica Catton The Canadian Securities Administrators 3. A principles-based approach to (the “CSA”) has recently issued Staff determining director and audit committee Notice 58-305 – “Status Report on the member independence would have Proposed Changes to the Corporate replaced the current approach in National Governance Regime” (the “Notice”). The Instrument 52-110 Audit Committees. Notice outlined the CSA’s reasons for deciding not to implement significant In the initial proposal, Jean St-Gelais, changes to the corporate governance Chair of the CSA and President & Chief regime in Canada. Executive Officer of the Autorité des marchés financiers noted that the Proposed Amendments proposed governance regime was “intended to provide greater transparency On December 19, 2008, the CSA sought for the marketplace regarding issuers’ comments on proposed amendments to its corporate governance practices and to Vancouver corporate governance and audit provide guidance to issuers.” committee regimes. The proposed regimes Calgary would have introduced changes in three Comments Received main areas: Toronto The CSA received numerous comments Ottawa 1. National Policy 58-201 Corporate addressing the timing of the proposed Governance Principles would have been a changes. The CSA reported that the Montréal more principles-based policy that was commentators noted that issuers are broader in scope than the current policy; presently focused on dealing with the Québec City financial crisis and on the transition to 2. More general disclosure International Financial Reporting London requirements would have replaced the Standards. existing “comply or explain” disclosure Paris model set out in National Instrument 58- 101 Disclosure of Corporate Governance Johannesburg Practices; and www.fasken.com Fasken Martineau DuMoulin LLP Securities and Mergers & Acquisitions Bulletin 2 Reasons for not Implementing the If there are any revisions to the corporate Proposal governance regime, issuers will be provided with sufficient notice to comply. Based on these comments, the CSA has decided to not implement the proposed changes. The CSA For more information on the subject of this bulletin, noted that “now is not an appropriate time to please contact the author or any member of Fasken recommend significant changes to the corporate Martineau’s Securities and Mergers & Acquisitions governance regime” and it is reconsidering whether Group. to recommend any changes. Jessica Catton The CSA stated that any further proposed changes 416 868 3510 [email protected] will be published for comment and will not take effect until the 2011 proxy season at the earliest. Fasken Martineau DuMoulin LLP Securities and Mergers & Acquisitions Bulletin 3 Our Securities and Mergers & Acquisitions Group Vancouver Toronto Montréal Al Gourley +44 207 917 8671 Lata Casciano Richard J. Steinberg* Peter Villani [email protected] 604 631 4746 416 865 5443 514 397 4316 [email protected] [email protected] [email protected] *Practice Group Leader Calgary Ottawa London R. Greg Powers Q.C. Virginia K. Schweitzer David Smith 403 261 6148 613 236 3882 +44 207 917 8510 [email protected] [email protected] [email protected] This publication is intended to provide information to clients on recent developments in provincial, national and international law. Articles in this bulletin are not legal opinions and readers should not act on the basis of these articles without first consulting a lawyer who will provide analysis and advice on a specific matter. Fasken Martineau DuMoulin LLP is a limited liability partnership and includes law corporations. © 2009 Fasken Martineau DuMoulin LLP Vancouver Calgary Toronto Ottawa Montréal Québec City 604 631 3131 403 261 5350 416 366 8381 613 236 3882 514 397 7400 418 640 2000 [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] London Paris Johannesburg 44 (0)20 7917 8500 33 1 44 94 9698 27 11 685 0800 [email protected] [email protected] [email protected] .
Load more

Recommended publications
  • YCAP LUNCHEON SYMPOSIUM: Current Issues in International Arbitration
    YCAP Steering Committee YCAP LUNCHEON SYMPOSIUM: Babak Barin Current Issues in International Arbitration Woods & Partners, Montreal Sonia Bjorkquist Friday, October 27, 2006 Osler, Hoskin & Harcourt LLP, Toronto 12:00-2:30 p.m. Tina Cicchetti Fasken Martineau DuMoulin LLP, Vancouver Ogilvy Renault LLP Patrick Flaherty Suite 1100, 1981 McGill College Avenue Torys LLP, Toronto Montreal, Quebec Angus Gunn Borden Ladner Gervais LLP, Vancouver Special Guest and Senior Commentator Ian Laird Fulbright & Jaworski LLP, Washington D.C. Pierre Bienvenu Marie-Claude Rigaud Ogilvy Renault LLP Barrister & Solicitor, Montreal David Roney Schellenberg Wittmer, Geneva Session 1 Pathological Arbitration Clauses: Share your worst nightmares! Luis Sarabia Davies Ward Phillips & Vineberg LLP, Toronto Discussion Leaders: Martin Valasek Ogilvy Renault LLP, Montreal Sonia Bjorkquist, Osler, Hoskin & Harcourt LLP (Toronto) Janet Walker Osgoode Hall Law School, Toronto Janet Walker, Osgoode Hall Law School (Toronto) Todd Grierson Weiler NAFTAClaims.com, Calgary Session 2 Secretaries to Arbitral Tribunals: Best practices and possible opportunities Discussion Leaders: Law Firm Members Tina Cicchetti, Fasken Martineau DuMoulin LLP (Vancouver) Borden Ladner Gervais LLP Marie-Claude Rigaud, Barrister & Solicitor (Montreal) Davies Ward Phillips & Vineberg LLP Session 3 ICSID Arbitration: What is it and where does Canada now stand? Fasken Martineau DuMoulin LLP Discussion Leaders: Gowling Lafleur Henderson LLP Martin Valasek, Ogilvy Renault LLP (Montreal) Ogilvy Renault
    [Show full text]
  • Abitration CLE 05.Qxd
    cba.org International Commercial Arbitration: Natural Resources, Environment and Technology Disputes Presented by the Canadian Bar Association’s The Canadian Bar Association is pleased to present the 5th Annual International National International Law Section and the Commercial Arbitration Conference in Canada, in collaboration with the Continuing Legal Education Committee International Court of Arbitration of the International Chamber of Commerce. In collaboration with: Natural resources, environment, and technology are three major business sectors INTERNATIONAL CHAMBER OF in today's global market. Whilst each sector has its own characteristics, COMMERCE (ICC) INTERNATIONAL COURT OF distinctions and challenges, all three share a common threat - complicated multi- ARBITRATION party disputes. Businesses cannot afford to ignore these key sectors and the tools available for dealing with the disputes that are an inevitable part of international June 26, 27, and 28, 2005 commercial transactions. This year's International Commercial Arbitration Four Seasons Hotel Conference will inform the Canadian and international business world of issues Vancouver B.C. and developments in dispute resolution relating to these important sectors. For this purpose, the Canadian Bar Association has joined hands with the world's leading international arbitration institution, the ICC International Court of Arbitration. During its 80-year history, the ICC International Court of Arbitration has acquired unrivalled experience in administering international arbitrations, many of which concern the above sectors. The conference program offers comprehensive coverage of disputes in the mining, environmental and technology sectors, by distinguished international lawyers, including speakers with expertise in these sectors. The program will be of relevance to all commercial lawyers, in-house counsel, industry representatives, insurers and their representatives and anyone interested in international dispute resolution.
    [Show full text]
  • JOIN OUR TEAM, THRIVE in OUR COMMUNITY. Fasken Is a Leading
    JOIN OUR TEAM, THRIVE IN OUR COMMUNITY. Fasken is a leading international business law and litigation firm. Our firm’s 700 lawyers are located across offices in Vancouver, Calgary, Toronto, Ottawa, Montréal, Québec City, London and Johannesburg. Providing strategic and thoughtful advice in all areas of business law, our broad range of clients include close to half of the Fortune 100 companies, as well as corporate clients, government agencies, regulatory authorities, non-profit bodies and individuals. At Fasken, we seek to attract and retain the best talent and legal minds. Our lawyers are supported by a team of equally talented and committed administrative staff who work in a high performing environment that emphasizes collaboration and an entrepreneurial spirit. Our firm culture supports and encourages diversity and we are actively involved in a number of charities in our communities. We invest in our technology, in our processes, and in our people and provide a challenging and stimulating place to work and grow. For additional information about the firm or this position, please visit our website at www.fasken.com. Take advantage of this opportunity to join a firm that prides itself on having an excellent working atmosphere where growth and professional development are encouraged! 2019 Summer Student Positions Our summer students have the opportunity to gain experience in a variety of areas or can choose to focus on a specific area of interest. We work together with individual students to help build a plan tailored to what each student would like to experience, and help each student find meaningful work in their area(s) of interest.
    [Show full text]
  • MANAGING an EFFECTIVE CORPORATE LAW DEPARTMENT Positioning Your Department for Peak Performance
    3rd MANAGING AN EFFECTIVE CORPORATE LAW DEPARTMENT Positioning your department for peak performance “10/10” “Practical & engaging!” November 17 & 18, 2008, Calgary participating organizations Aramark Canada Ltd. Borden Ladner Gervais LLP Canadian Hydro Developers Inc. Course Leader Howard Catalyst Consulting Richard G. Kaufman, Fasken Martineau DuMoulin LLP Stock, Fasken Shell Canada Limited Catalyst Martineau Consulting DuMoulin LLP who should attend In-house legal counsel Vice presidents of legal affairs Corporate secretaries Compliance and regulatory affairs directors Steven A. Colin P. Prisco, MacDonald, course highlights Aramark Borden Ladner Canada Ltd. Gervais LLP • Building and retaining your in-house team • Negotiating legal service agreements • Managing expenses of the legal department • Effective budgeting for the in-house legal department • Managing in-house talent and career development • Protecting and leveraging your intellectual capital Ann Hughes, David R. Brinley, • Containing the cost of litigation Canadian Hydro Shell Canada • Best practices in outside counsel relations Developers Inc. Limited FACULTY COURSE LEADER RICHARD G. STOCK and prior to a successful 24-year career with Energy Ltd., involved in matters including that company, he had a corporate/commercial acquisition and divestiture of oil and gas as- Richard G. Stock, M.A., FCIS, CMC, is the practice with a well-regarded Montreal-based sets. Colin serves on a number of Boards of founding partner of Catalyst Consulting. His law firm. Howard lectures extensively on a va- Directors and is currently Chair of the Calgary practice is focused on corporate / government riety of substantive legal matters, law depart- Olympic Development Association. law departments and law firms. He has com- ment management, environmental matters and pleted more than 500 consulting engagements ethics issues.
    [Show full text]
  • JUNE 2013 I LEXPERT.CA I $16.95 the BUSINESS MAGAZINE for LAWYERS , -Cov~ STORY
    JUNE 2013 I LEXPERT.CA I $16.95 THE BUSINESS MAGAZINE FOR LAWYERS , -cov~ STORY FOCUS CO LABORATE abour and emp~O(ment practice has gained a new cachet :-=·== business aw firms across -f-===-""""==~-==-..:..•;...=:;::::::;;#:~~ BY JULIUS MELNITZER • PHOTOGRAPHY BY JAIME HOGGE T _J' -- ~ or- I I ; I ·I 40 LEXPrnT MAGALIN'E JUNE 2013 I REFUEL ;;, The POP-UP Office (designed by DUBBELDAM Architecture + Design) is a concept for a modular office easily reconfigured for adaptability and flexibility. YOU'D BE HARD-PRESSED TO FIND "WORKPLACE LAW" listed among the areas of exper!Jse on the websites of Canada's management-side major law firms or boutiques. Even Hicks Morley Hamilton Stewart Storie LLP, the country's largest management-side labour and employment law boutique, bills itself as a "Human Resources Law and Advocacy" firm. But rhen, it would be equally difficult ti:> firid"business law" listed among these firms' areas of expertise. Which}s not to say that, where appropriate, firms don't describe themselves as "business law" firms; arguably, that's the fallback descrip- ---­ tion for any firm interested in conveying the message that it provides a range of business-related legal services. In other words, business law isn't an area of expertise so much as it is an attempt to strike the balance between establishing a discrete identity or brand for a law firm witnout unduly limiting the message about the type and range ofservices its profes­ sionals provide. "Full-service," on the one hand, may be a little too vague because it could embrace a range of consumer-oriented legal services; describing a firm as a "corporate-commercial" firm, on the other hand, may not put sufficient emphasis on areas ofpractice, such as litigation, not intuitively associated with the phrase.
    [Show full text]
  • Carrying on Business in British Columbia
    Carrying on Business in British Columbia A GUIDE FOR FOREIGN INVESTORS Carrying on Business in British Columbia A Guide for Foreign Investors This manual describes the general options available to a foreign investor, particularly a corporation, looking to establish or acquire a business in Canada, particularly in the province of B.C. The discussion includes the tax consequences under the federal Income Tax Act (“ITA”), and other federal and B.C. taxation statutes. Immigration and corporate law issues are also addressed. Foreign legal and tax consequences are not addressed. Please contact our office if you have any questions or require further information about anything discussed in this manual. Frank Schober Fasken Martineau DuMoulin LLP Tel: +1 604 631 3142 Email: [email protected] August 2013 This manual is intended to provide general information and is not intended to provide legal advice to any particular reader. Readers should seek qualified professional advice before acting on any information provided in this manual. Even though the information contained in this manual is regarded as true and correct at the date of publication, changes after the time of publication may influence its accuracy. ii Fasken Martineau DuMoulin LLP Table of Contents CHAPTERS 1. Introduction 1 2. Federal System 1 3. Corporate Issues 1 4. Taxation of Employees in Canada and Withholding Requirements 2 5. Visiting, Working In and Immigrating to Canada 2 6. Alternative Business Structures 3 7. Repatriation of Profits 6 8. Financing of Canadian Operations 6 9. Transfer Pricing 7 10. Other Taxes 7 Fasken Martineau DuMoulin LLP iii 1. Introduction 3.
    [Show full text]
  • Fasken Martineau Dumoulin LLP
    REST OF THE WORLD – North America Fasken Martineau DuMoulin LLP North America: Other offices: Vancouver London Tel: (604) 631 3131 / Fax: (604) 631 3232 Tel: (44) 20 7917 8500/ Fax: (44) 20 7917 8555 Toll-free: 1 866 635 3131 / E: [email protected] E: [email protected] Calgary Johannesburg Tel: (403) 261 5350 / Fax: (403) 261 5351 Tel: 27 (11) 586 6000 / Fax (27) 11 586 6104/5 Toll-free: 1 877 3365350 / E: [email protected] E: [email protected] Toronto Tel: (416) 366-8381 / Fax: (416) 364 7813 Offices in Asia: Toll-free: 1 800 268 8424 / E: [email protected] China Representative Office in Beijing: Fasken Ottawa Business Consulting (Asia) Inc. Tel: (613) 236 3882 / Fax: (613) 230 6423 Toll-free: 1 877 609 5685 / E: [email protected] Contact: Montréal Peter Feldberg, Firm Managing Partner Tel: (514) 397 7400 / Fax: (514) 397 7600 Toll-free: 1 800 361 6266 / E: [email protected] Number of employees: 1827 Québec City Year Established: 2015 Tel: (418) 640 2000 / Fax: (418) 647 2455 Toll-free: 1 800 463 2827 / E: [email protected] Website: www.fasken.com Languages Spoken Afrikaans, Akan, Arabic, Armenian, Bahasa Indonesian, Bahasa Melayu, Belarusian, Bengali, Bulgarian, Chinese (Cantonese), Chinese (Mandarin), Chinese (Shanghainese), Creole, Dutch, English, Ewe, Farsi, French, Ga, German, Greek, Gujarati, Hebrew, Hindi, Hungarian, Igbo, Italian, Japanese, Korean, Kutchi, Northern Sotho, Polish, Portuguese, Punjabi, Romanian, Russian, Serbian, Serbo-Croatian, Sesotho, Setswana, Shona, Signed French, Sinhala, Spanish, Swahili, Swedish,
    [Show full text]
  • Establishing a Business in Québec: Practical Considerations May 2018 Diane Bertrand Corporate/Commercial Law
    Establishing a Business in Québec: Practical Considerations May 2018 Diane Bertrand Corporate/Commercial law +1 514 397 7646 [email protected] Kadiatou Sow Peter E. Kirby Corporate/Commercial law International trade law +1 514 397 5149 +1 514 397 4385 [email protected] [email protected] Alain Ranger Jean-Philippe Mikus Tax law Intellectual property law +1 514 397 7555 +1 514 397 5176 [email protected] [email protected] Karine Fournier Gilda Villaran, AdE Labour and employment law Immigration law +1 514 397 5252 +1 514 397 7405 [email protected] [email protected] Table of Contents Heading Page 1. Introduction .................................................................................................................................. 3 2. Creating a Business ...................................................................................................................... 4 3. International Trade ........................................................................................................................ 8 4. Taxation ...................................................................................................................................... 9 5. Human Resources ...................................................................................................................... 12 6. Intellectual Property .................................................................................................................... 15 7. Immigration ...............................................................................................................................
    [Show full text]
  • President's Mmessage
    September 2002 Inside this Issue ❖ A Careful Look At Track Changes And Send For Review In Word 2002 ❖ Career Corner ❖ Editor’s Corner ❖ New Members President’s Message new TLOMA year has begun. Although our thanks have already been ❖ President’s Message Aextended, I would be remiss if I did not start by thanking the departing mem- bers of the Executive Committee. Diane Carty, Karen Schrempf, Edmund Reid and John Gambles leave us this year after having made multi-year contributions. ❖ Premises Matters Also departing are our Section Heads, Tina Pack, Heidi Vesley, Laureene Lee, and Brian McLaughlin. TLOMA is healthier and stronger due to their efforts. ❖ Taking Control of Your Career At time of writing, your Executive Committee and Section Heads are about to meet to say farewell to departing committee members and welcome new partic- ❖ TLOMA 14th Annual ipants. The new committee members are listed, together with their contact infor- Educational Conference mation, at the back of this newsletter. Participating on various TLOMA com- mittees affords us a great networking opportunity. This year I will work with ❖ past colleagues and reconnect with people I know quite well. As an added Website Of The Month bonus, I will get to know some people on the committees that I don't know at all. You will notice that Edmund Reid is listed as a Conference Committee member for 2002. He just keeps on contributing. Schedule of Events If you are new to TLOMA, I want to encourage you to attend as many General Meetings and SIG Meetings as you can.
    [Show full text]
  • 2017-2018 Annual Report
    2017-18 ANNUAL REPORT POLLUTION PROBE 1 Contents About Pollution Probe Our Mission 3 Our Vision 3 Our Goals 3 Our Values 4 Board of Directors (as at March 2018) 5 Staff (as at March 2018) 5 Interns 2017–2018 5 Statement from the Interim CEO 6 Project Highlights Energy 7 Transportation 9 Water 12 Participation Pollution Probe on Demand 13 2018 Pollution Probe Gala – Piloting Progress 17 Our Events 20 Donor Recognition Sponsors and Major Supporters 22 Individual Donors 23 Support Pollution Probe Today! 27 Financial Information – The Pollution Probe Foundation Condensed Statement of Financial Position 28 Condensed Statement of Operations 28 2017-18 ANNUAL REPORT POLLUTION PROBE 2 About Pollution Probe Pollution Probe is a Canadian charitable environmental organization that is a leading agent of change at the intersection of communities, health and environment. Since 1969, we have been defining environmental problems through research, promoting understanding through education and pressing for practical solutions through advocacy. OUR MISSION OUR GOALS We seek to improve the health and well-being of We work to constantly improve our ability to Canadians by advancing policy that achieves discuss, educate and engage people with positive, tangible environmental change. content that is current and thoroughly researched in order to create change. OUR VISION We aspire to be recognized as a leading source of information on environmental issues, to partner credibly with government and industry in developing environmental solutions, and to be a trusted voice on environmental policy. 2017-18 ANNUAL REPORT POLLUTION PROBE 3 OUR VALUES Inclusive Focused We consider the interests of all those with a We undertake activities that are fundamentally legitimate stake in an issue, and with them we seek directed at supporting and enabling policy change.
    [Show full text]
  • Portrait of a Corporate Lawyer... Emeritus !
    « THE VOICE OF MONTREAL ENGLISH-SPEAKING LAWYERS » Vol.1, No 2 $4 Eric Maldoff Portrait of a Corporate Lawyer... Emeritus ! Cross-examining an Expert by Richard M. Wise, FCPA, FCA, IFA, FCBV, FASA, MCBA, C.Arb Partner, Valuation and Litigation Support MNP LLP IMPACT MATTERS WITH FORENSIC ACCOUNTING EXPERTISE Navigant has offices in Our services include: over 40 cities across North » Assessing financial harm as part of litigation or insurance claims America, Asia, Europe » Investigating suspected and/or alleged irregularities and fraud » and the United Kingdom, Loss of profits quantification and business valuation » Breach of contracts and contractual disputes and includes the largest » Assistance during a trial, expert testimony and reports number of Forensic Our Managing Directors, Directors and Managers in Québec: Accounting and Financial Investigations experts in Richard Forand Alain Lajoie CPA, CA, CA•IFA, MBA FCPA, FCA, CA•IFA, MBA Québec. Our competence, 514.227.6159 514.227.6163 deep experience and André Lepage Paul Levine independence set us apart. FCPA, FCA, CA•IFA, CFE FCPA, FCA, CA•IFA, CBV 514.227.6164 514.227.6162 Jonathan Allard Michel Hébert CPA, CA, CA•IFA, CBV, MBA CPA, CA, CA•IFA 514.227.6158 514.227.6171 Luc Marcil François Auclair LL.L., CPA, CA, CA•IFA CPA, CA, CFE 514.227.6184 514.227.6183 Suzanne Harting BAA 514.227.6180 navigant.com Montréal: 514.798.5874 | Québec: 418.780.5874 ©2013 Navigant Consulting, Inc. All rights reserved. Eric Maldoff Portrait of a Corporate Lawyer… Emeritus! hen the Barreau introduced the distinction of Lawyer Emeritus in 2007, it meant to create W“an honorary distinction designed to promote the image of the legal profession by paying tribute to its most deserving members.” Many readers of The Montreal Lawyer will surely remember Eric Maldoff as the founder of Alliance Quebec and its pas- sionate and outspoken president from 1982 to 1985.
    [Show full text]
  • Fasken Insurance Law Team
    Insurance Law Annual Review INSURANCE | REINSURANCE | GOVERNANCE | REGULATORY | LITIGATION JOHANNESBURG, SOUTH AFRICA Content 1. Introduction and launch of the Fasken Insurance Law Team . 3 2. Case law update . 5 2.1 Hermione Nell & Others v Constantia Insurance Company Limited & Others: In Review . 5 2.2 Be clear or be sorry: The growing trend of consumer-centric interpretation – Annabelle Resources CC v Genric Insurance Company Limited . 8 3. Regulatory Update. 10 3.1 Covid-19 Insurance Regulatory Measures . 10 3.2 Second Draft of the Conduct of Financial Institutions Bill: On review . 11 3.3 Back to basics: The PPRs . 17 4. Looking forward . .19 4.1 The Industry Looking Forward: The impact of Covid-19 . 19 4.2 Fasken Insurance Law Looking Forward: Where Insurance meets Innovation . 19 01. Introduction and launch of the Fasken Insurance Law Team Welcome to the first Fasken Annual Financial As is demonstrated by the court’s approach in Hermione Nell & Others v Constantia Insurance Company Limited & Others, a case also discussed in Services Review: 2020 - The Insurance Edition. more detail in this review, this new approach cannot be attributed to pandemic- If ever there was an apposite year to highlight legal developments in insurance related compassions or sensitivities alone. In this matter the court determined law, 2020 is it. Insurance-related issues took centre stage during the year that an express contractual clause entitling the insurer to terminate a policy as COVID-19 related business interruption claims became a topical global on notice to an insured could not be relied upon in circumstances where the discussion point.
    [Show full text]