This issue of the Osler Corporate Review examines pending amendments to Canada’s insolvency legislation that will expand the definition of “director.” We also take a look at the difficult decisions that LSIF managers are now facing in light of the elimination of the LSIF tax credit at the end of 2010. Next, we briefly discuss the recommendation of the Expert Panel on Securities Regulation for a single federal securities regulator in Canada. Finally, we consider the issue of the effect and effectiveness of confidentiality and standstill agreements in Canadian M&A practice.
Anticipating challenging times ahead for their enterprises, directors are seeking confirmation that their decisions are being made in compliance with statutory and common law duties and that appropriate steps are being taken to shield them from potential personal liabilities to the extent possible.
Recently, there has been renewed interest by some boards of directors in taking advantage of the “financial hardship” exemption from the shareholder approval requirements otherwise prescribed by the TSX rules and applicable securities laws that are designed to protect minority shareholders.
The Report of the Expert Panel on Securities Regulation, released in January, 2009, recommends that the federal government, cooperatively with participating provinces, proceed to establish a single federal securities regulator for Canada.
In the course of RIM’s recent hostile take-over bid for Certicom, the issue of the effect and effectiveness of confidentiality and standstill agreements in Canadian M&A practice came into sharp focus.
Recent Osler Updates
In case you missed them, here are some recent Osler Updates on topics of potential interest for your business. Bill C-10, the Budget Implementation Act which was tabled by Canada's Minister of Finance on February 6, 2009, proposes amendments to several financial institution statutes.That Bill also proposes significant changes to the Competition Act and the Investment Canada Act.
A new principles-based legislative framework governing the trading of both exchange traded derivatives and over-the-counter derivatives in the province of Québec is now in force. The U.S. Securities and Exchange Commission has issued its final rule to modernize and update its oil and gas reserves disclosure requirements. The Supreme Court of Canada's decision in the BCE case affirms that the directors' fiduciary duty is owed to the corporation and not any particular constituency.
Budget Bill Proposes Significant Amendments to Financial Institution Statutes
Major Changes to Competition Law Proposed
Québec Derivatives Act and Québec Derivatives Regulation Now In Force
SEC Issues Final Rule to Modernize Oil and Gas Reporting Requirements
Key Lessons from the BCE Decision
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