Quota Policy and Local Fishing: Gendered Practices and Perplexities
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Canadian Public Company Mergers & Acquisitions Guide
Canadian Public Company Mergers & Acquisitions A practical guide to the issues surrounding acquisitions of public companies in Canada. CANADIAN PUBLIC COMPANY MERGERS & ACQUISITIONS Osler, Hoskin & Harcourt llp Table of Contents Acquisition Structures 3 Pre-Acquisition Considerations 16 Minority Shareholder Protections 21 Directors’ Duties 23 Competition Law and Foreign Investment Review 28 2 CANADIAN PUBLIC COMPANY MERGERS & ACQUISITIONS Osler, Hoskin & Harcourt llp 1 Acquisition Structures While several different methods exist to acquire control of a Canadian public company, M&A transactions in Canada are most commonly effected by a “plan of arrangement” and less frequently by a “take-over bid.” These transaction structures are outlined below. PLAN OF ARRANGEMENT Overview A statutory arrangement, commonly referred to as a “plan of arrangement,” is a voting transaction governed by the corporate laws of the target company’s jurisdiction of incorporation. It is first negotiated with the target company’s board of directors and remains subject to the approval of the target company’s shareholders at a special meeting held to vote on the proposed transaction. Notably, an arrangement also requires court approval. Due to the ability to effect the acquisition of all of the outstanding securities of a target in a single step and its substantial structuring flexibility, the majority of board-supported transactions are structured as arrangements. Due to the ability to effect the acquisition of Court Supervision and Approval all of the outstanding Unlike any other transaction structure typically used to effect a change of corporate control, an arrangement is a court-supervised process. securities of a target in The target company applies to court to begin the process of effecting the a single step and its arrangement. -
ADMISSION DOCUMENT Nortel AS Admission to Trading of Ordinary
ADMISSION DOCUMENT Nortel AS A private limited liability company incorporated under the laws of Norway, registered no. 922 425 442. Admission to trading of ordinary shares on Merkur Market This admission document (the Admission Document) has been prepared by Nortel AS (the Company or Nortel and, together with its consolidated subsidiaries, each being a Group Company, the Group) solely for use in connection with the admission to trading (the Admission) of the Company’s 14,416,492 shares, each with a par value of NOK 0.01 (the Shares) on Merkur Market. The Company’s Shares have been admitted for trading on Merkur Market and it is expected that the Shares will start trading on 18 November 2020 under the ticker symbol “NTEL-ME”. The Shares are, and will continue to be, registered with the Norwegian Central Securities Depository (VPS) in book-entry form. All of the issued Shares rank pari passu with one another and each Share carries one vote. Merkur Market is a multilateral trading facility operated by Oslo Børs ASA. Merkur Market is subject to the rules in the Securities Trading Act and the Securities Trading Regulations that apply to such marketplaces. These rules apply to companies admitted to trading on Merkur Market, as do the marketplace’s own rules, which are less comprehensive than the rules and regulations that apply to companies listed on Oslo Børs and Oslo Axess. Merkur Market is not a regulated market. Investors should take this into account when making investment decisions THIS ADMISSION DOCUMENT SERVES AS AN ADMISSION DOCUMENT ONLY, AS REQUIRED BY THE MERKUR MARKET ADMISSION RULES. -
“Norway Is a Peace Nation”
View metadata, citation and similar papers at core.ac.uk brought to you by CORE provided by NORA - Norwegian Open Research Archives “Norway is a Peace Nation” Discursive Preconditions for the Norwegian Peace Engagement Policy Øystein Haga Skånland M.A.Thesis, Peace and Conflict Studies Faculty of Social Science UNIVERSITY OF OSLO 20th June, 2008 ii Acknowledgements First and foremost, I would like to thank my supervisor Halvard Leira for his insightful feedback, suggestions, and encouraging comments. Without him keeping me on track and gently prodding me in the right direction, carrying out the analysis would undoubtedly have been an overwhelming task. I am also grateful to Iver B. Neumann, who has read through and given valuable comments on a draft in the finishing stages of the process. I would also like to thank Prof. Jeffrey T. Checkel for an excellent introduction to social constructivism in International Relations, Prof. Werner Christie Mathisen for his course on textual analysis, and Sunniva Engh for introducing me to Norwegian development aid history. You have all inspired me in the choice of perspective and object of study. Writing this thesis would not be possible without support and encouragement to overcome the many small and big challenges I have encountered. I am indebted to my fellow students, particularly Jonathan Amario and Ruben Røsler; my friends; and my parents. Last, but not least, Synnøve deserves my most heartfelt thanks for her patience and loving support. All the viewpoints presented, and all errors and inconsistencies, are solely my own responsibility. Øystein Haga Skånland Oslo, June 2008 iii Table of Content Acknowledgements .............................................................................................................. -
Corporation Law
CORPORATION LAW Leon Getz* The most significant event in the general field of corporation and secu- rities law during 1970 was the enactment of the Ontario Business Corpora- tions Act; I amendments were also made to the Canada Corporations Act, 2 though these were for the most part of lesser interest. Judicial contributions to the law were few and thoroughly unremarkable. In addition, the Ontari6 Securities Commission Merger Report 3 was published. I. ONTARIO BUSINESS CORPORATIONS ACT The new Ontario Business Corporations Act is the product of almost five years' work and reflection that began with the establishment of the Select Committee on Company Law (the Lawrence Committee) in 1965. That Committee published an interim report in 1967, 4 many of the recom- mendations of which were embodied in Bill 125, introduced in 1968, but allowed to die. 5 That Bill was re-introduced, somewhat amended, in 1970, 0 was passed in June, and proclaimed in force on January 1, 1971. One may not necessarily share the enthusiasm of former Premier Robarts, who said, on the first reading of Bill 125, that it represented "the dawn of a new era" and was a "shareholders' bill of rights and a directors' code of ethics." 7 One must nevertheless concede that it is an immensely significant piece of legislation, that is likely to have a profound effect upon legislative developments in the field within Canada, and perhaps outside. It deserves far closer attention than the fairly selective and cursory treatment of some of its more important features that will be given to it here. -
2004 2549 Møte Onsdag Den 28. April Kl. 10 President: J Ø R G E N K O S M O D a G S O R D E N (Nr. 74): 1. Spørretime –
2004 28. april – Muntlig spørretime 2549 Møte onsdag den 28. april kl. 10 – statsråd Einar Steensnæs – statsråd Svein Ludvigsen President: J ø r g e n K o s m o De annonserte regjeringsmedlemmer er til stede, og vi er klar til å starte den muntlige spørretimen. Dagsorden (nr. 74): De representanter som i tillegg til de forhåndspåmeld- 1. Spørretime te ønsker å stille hovedspørsmål, bes reise seg. – – muntlig spørretime Vi starter da med første hovedspørsmål, fra represen- – ordinær spørretime (nr. 16) tanten Jens Stoltenberg. 2. Referat Jens Stoltenberg (A) [10:04:08]: Jeg har et spørsmål Presidenten: Representanten Åsa Elvik vil framsette til finansministeren. et privat forslag. Regjeringen har lagt fram et forslag til skattereform. Det er et forslag som er dobbelt usosialt. Det er usosialt Åsa Elvik (SV) [10:01:34]: Eg vil på vegner av re- fordi det blir mindre penger til pensjoner, til eldreom- presentanten Inge Ryan og meg sjølv fremje forslag om å sorg, til skole og til andre viktige oppgaver vi bør fi- etablere eit verdiskapingsprogram for fiskerinæringa. nansiere i fellesskap i årene som kommer, og det er uso- sialt fordi de mest velstående får aller mest skattelettelse. Presidenten: Representanten Kenneth Svendsen vil Departementets egne tall viser at de 10 pst. rikeste får 27 framsette et privat forslag. ganger mer i lettelser i skatten enn de 10 pst. som har minst. Det er usosialt. Kenneth Svendsen (FrP) [10:02:00]: På vegne av Arbeiderpartiet mener at det er viktigere med penger Henrik Rød, Øystein Hedstrøm, Arne Sortevik, Thore A. til god pensjon, trygg eldreomsorg og god skole enn la- Nistad og meg selv legger jeg fram forslag om å be Re- vere skatt til dem som har aller mest fra før. -
FORMAL COMPLAINT VS the KINGDOM of NORWAY 1 by Wilh
United Nations petition — incomplete report Date: April ……. , 2009 Plaintiff: Surname: Winther First names: Wilhelm Werner Gender: Male Birthplace/-date: NO-Ålesund — May 17, 1963 Nationality: Norwegian Present address: Åsen 4, NO-6270 Brattvåg, Norway Contact information: Norwegian authorities should send their communications/representatives etc to my counsellor in NO-Ålesund, Mr Johs. A ASPEHAUG (P.O Box 837, 6001 Ålesund [PRV: Kipervikg. 5 — ―Grimmergården‖ — Ålesund]). Due to persistent, dangerous and totally illegal harassment and interference from Norwegian authorities, representatives from foreign governments, human rights organizations and tribunals etc should apply couriers satisfyingly identifying themselves as authentic messengers — no letters should be forwarded through, e.g, the official postal services of Norway (i.e ―Posten Norge BA‖) or DHL, and no confidential information should be transferred by telecommunication or direct consultation with aforesaid counsellor (Mr Aspehaug is trustworthy enough, but his office etc ‘ve been unlawfully surveilled by Norwegian author- ities for years). Norwegian authorities are much likely to v.g; obstruct phone calls, steal telefac- similes/letters, erase e-mails and to bug/surveil/eavesdrop clothes, luggage, PCs, calculators, cellular phones, hotel rooms, restaurants, shops, public health facili- ties, libraries, closed sessions, cars/taxicabs, parks and — pet animals etc. 1 FORMAL COMPLAINT VS THE KINGDOM OF NORWAY 1 by Wilh. Werner WINTHER, Norway United Nations petition — incomplete -
Legal Tax Liability, Legal Remittance Responsibility and Tax Incidence: Three Dimensions of Business Taxation”, OECD Taxation Working Papers, No
Please cite this paper as: Milanez, A. (2017), “Legal tax liability, legal remittance responsibility and tax incidence: Three dimensions of business taxation”, OECD Taxation Working Papers, No. 32, OECD Publishing, Paris. http://dx.doi.org/10.1787/e7ced3ea-en OECD Taxation Working Papers No. 32 Legal tax liability, legal remittance responsibility and tax incidence THREE DIMENSIONS OF BUSINESS TAXATION Anna Milanez OECD CENTRE FOR TAX POLICY AND ADMINISTRATION OECD TAXATION WORKING PAPERS SERIES This series is designed to make available to a wider readership selected studies drawing on the work of the OECD Centre for Tax Policy and Administration. Authorship is usually collective, but principal writers are named. The papers are generally available only in their original language (English or French) with a short summary available in the other. OECD Working Papers should not be reported as representing the official views of the OECD or of its member countries. The opinions expressed and arguments employed are those of the author(s). Working Papers describe preliminary results or research in progress by the author(s) and are published to stimulate discussion on a broad range of issues on which the OECD works. This working paper has been authorised for release by the Director of the Centre for Tax Policy and Administration, Pascal Saint-Amans. Comments on the series are welcome, and should be sent to either [email protected] or the Centre for Tax Policy and Administration, 2, rue André Pascal, 75775 PARIS CEDEX 16, France. This document and any map included herein are without prejudice to the status of or sovereignty over any territory, to the delimitation of international frontiers and boundaries and to the name of any territory, city or area. -
The Use of Foreign Forms to Circumvent Local Liability Rules
The Ush of Foreign Forms to Circumvent Local Liability Rums 803 The Use of Foreign Forms to Circumvent Local Liability Rules Robert Flannigan' Liability assignments for wrongs committed within a La determination de la responsabilile pour les jurisdiction are generally intended to apply equally to transgressions commises dans une juridiction doit all local and foreign persons. Local liability policy. ge'neralemcnl cue etablie de manure egalepour Ions, however, can be circumvented through the use of les residents locaux el les etrangers. Touiejms. la foreign legal forms. Both local and foreign persons polilique de la responsabilile locale petit elre may reduce their liability exposure by conducting their conlournee en utilisant des formulaires juridiques activities in the local jurisdiction through a foreign eirangers. Les residents locaux el les etrangers form thai has been endowed by Us jurisdiction of peuvenl reduire ieur exposition en effectual!! leurs origin with a wider limitation of liability. The aclivites dans la juridiction locale au moven d'un differences in liability exposure are often significant. formulaire elrangerdomicpar lajuridicliond'origine They appear to be tolerated or embraced because they el ayant une plus grande limite de responsabitite. Les serve local commercial, professional, and differences d'exposilion a la responsabilile sonl governmental interests. Ultimately, the costs of the souvent considerables. Idles semblent tok'nvs on resultant elevated risk of loss are borne by local adoptees pane qu 'elles servent les interels residents. coimncrciaiix. professionnels et gouvernementaux locaux. Finaleinenl. les coins du niveau plus e'leve de risque deperte qui en resulle reposent sur les re's/dents locaux. Table of Contents 1. -
A Canadian Model of Corporate Governance
The Peter A. Allard School of Law Allard Research Commons Faculty Publications Allard Faculty Publications 2014 A Canadian Model of Corporate Governance Carol Liao Allard School of Law at the University of British Columbia, [email protected] Follow this and additional works at: https://commons.allard.ubc.ca/fac_pubs Part of the Business Organizations Law Commons, Common Law Commons, and the Securities Law Commons Citation Details Carol Liao, "A Canadian Model of Corporate Governance" (2014) 37:2 Dal LJ 549-600. This Article is brought to you for free and open access by the Allard Faculty Publications at Allard Research Commons. It has been accepted for inclusion in Faculty Publications by an authorized administrator of Allard Research Commons. Carol Liao* A Canadian Model of Corporate Governance What is Canada’s actual legal model to govern its corporations? Recent landmark judicial decisions indicate Canada is shifting away from an Anglo-American definition of shareholder primacy. Yet the Canadian securities commissions have become increasingly influential in the governance sphere, and by nature are shareholder-focused. Shareholders’ rights have increased well beyond what was ever contemplated by Canadian corporate laws, and the issue of greater shareholder vs. board control has now become the topic of live debate. These conflicting theoretical positions have enriched the dialogue on the current environment of Canadian corporate governance. This qualitative study brings together some of Canada’s leading senior legal practitioners to -
BILKREDITT 1 LIMITED (Incorporated with Limited Liability in Ireland) NOK
BILKREDITT 1 LIMITED (incorporated with limited liability in Ireland) NOK 3,965,000,000 Class A-1 Floating Rate Notes due June 2025 Issue Price: 100% NOK 4,677,000,000 Class A-2 Floating Rate Notes due June 2025 Issue Price: 100% NOK 2,013,440,000 Class B Floating Rate Notes due June 2025 Issue Price: 100% The Class A-1 Notes and the Class A-2 Notes (respectively, the "Class A-1 Notes" and the "Class A-2 Notes"; each a "Sub-Class" and together the "Class A Notes") and the Class B Notes (the Class A Notes and the Class B Notes each being a "Class" of Notes and together being the "Notes") issued by Bilkreditt 1 Limited (the "Issuer") are backed by a portfolio, purchased by the Issuer from Santander Consumer Bank AS (the "Seller"), of vehicle loans (the "Purchased Auto Loans") made by the Seller to finance the purchase of (i) motor vehicles (motorvogn) as defined in the Norwegian Road Traffic Act 1965 (including but not limited to cars, light commercial vehicles, motor homes and motor cycles), and (ii) other vehicles (kjøretøy) as defined in the Norwegian Road Traffic Act 1965 (including but not limited to caravans) (the "Financed Vehicles"). The Purchased Auto Loans may be secured by auto chattel mortgages (salgspant), may have the benefit of (i) any applicable and assignable type of vehicle insurance (comprehensive, collision, medical insurance etc.), and (ii) credit protection insurance policies relating to the debtor's debt outstanding to the Seller pursuant to a Purchased Auto Loan (where the Seller has been named as beneficiary in respect of those claims), and may have the benefit of guarantees provided (in a small number of cases) by third parties) (such security and other benefits, together with other related rights and proceeds, the "Related Collateral" and, together with the Purchased Auto Loans, the "Portfolio"). -
Microsoft Word
Sámedikki dievasčoahkkin Čoahkkingirjji 4/04 Kautokeinoveien 50, N-9730 Kárášjohka Telefon +47 78 47 40 00 Telefaks +47 78 47 40 90 [email protected] www.samediggi.no Áigi: Skábmamánu 24.- 26. b. 2004 Báiki: Dievasčoahkkinlatnja Áššelistu Saksnr. Sakstittel 045/04 Vuođđudeapmi 046/04 Sámediggeráđi politihkalaš dieđáhus doaibmadieđáhusain 047/04 Gažaldagat Sámedikkeráđđái Sámedikki čoahkkinortnega § 11 vuođul 048/04 Ođđa áššiid dieđiheapmi 049/04 Sámi ovddidanfoanda - geográfalaš doaibmaguovllu viiddideapmi 050/04 Sámedikki bušeahtta 2005 051/04 Sámediggeráđi dieđahus sámi museaid birra 2004 052/04 Sámedikki válgalávdegotti nammadeapmi 053/04 Statskoga gáibádus jávkadit sámi geassesaji Rožis Porsáŋggus 054/04 Boazologu heiveheapmi Oarje-Finnmárkkus Vuolláičála: _________________ /_________________ Čoahkkingirjji čállit: Inga Margrethe Eira Bjørn/Liv Karin Klemetsen 3 siidu 197 siiddus Čoahkkináiggit Áigi Ášši Siidu 24.11. dii. 09.00 – 09.15 45/04 4 dii 09.15 – 10.45 46/04 7 dii. 11.05 – 11.20 47/04 23 dii. 11.25 – 15.20 48/04 27 dii. 15.20 – 18.30 46/04 joatká dii. 18.30 – 18.40 48/04 joatká 25.11. dii. 09.00 – 11.45 49/04 37 dii. 13.35 – 18.30 50/04 47 26.11. dii. 08.30 – 08.40 52/04 185 dii. 08.40 – 10.05 53/04 187 dii. 10.05 – 11.50 54/04 191 Ášši 51/04 maŋiduvvon 173 Vuolláičála: _________________ /_________________ Čoahkkingirjji čállit: Inga Margrethe Eira Bjørn/Liv Karin Klemetsen 3 siidu 197 siiddus Vuođđogiella: sámegiella ja dárogiella Ášši 45/04 Čoahkkima vuođđudeapmi Ášši meannudeapmi álggahuvvui gaskavahkku skábmamánu 24. b. dii. 09.00. Áirasat Čuovvovaš áirasat ledje vuođđudeamis: 1. -
Corporate Governance Practices in Canada | 2019
the C G Review G C C G Review Ninth Edition Editor Willem J L Calkoen Ninth Edition Ninth lawreviews © 2019 Law Business Research Ltd CORPORATE GOVERNANCE Review Ninth Edition Reproduced with permission from Law Business Research Ltd This article was first published in April 2019 For further information please contact [email protected] Editor Willem J L Calkoen lawreviews © 2019 Law Business Research Ltd PUBLISHER Tom Barnes SENIOR BUSINESS DEVELOPMENT MANAGER Nick Barette BUSINESS DEVELOPMENT MANAGER Joel Woods SENIOR ACCOUNT MANAGERS Pere Aspinall, Jack Bagnall ACCOUNT MANAGERS Sophie Emberson, Katie Hodgetts PRODUCT MARKETING EXECUTIVE Rebecca Mogridge RESEARCH LEAD Kieran Hansen EDITORIAL COORDINATOR Tommy Lawson HEAD OF PRODUCTION Adam Myers PRODUCTION EDITOR Anne Borthwick SUBEDITOR Janina Godowska CHIEF EXECUTIVE OFFICER Paul Howarth Published in the United Kingdom by Law Business Research Ltd, London 87 Lancaster Road, London, W11 1QQ, UK © 2019 Law Business Research Ltd www.TheLawReviews.co.uk No photocopying: copyright licences do not apply. The information provided in this publication is general and may not apply in a specific situation, nor does it necessarily represent the views of authors’ firms or their clients. Legal advice should always be sought before taking any legal action based on the information provided. The publishers accept no responsibility for any acts or omissions contained herein. Although the information provided is accurate as at March 2019, be advised that this is a developing area. Enquiries