Osler Updates

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It’s About Time – CSA Proposes Amended Take-Over Bid Regime

The Canadian Securities Administrators (CSA) have published for a 90-day comment period significant amendments to the take-over bid regime in Canada (the Proposed Amendments). These proposed amendments will increase the amount of time afforded to a target issuer to respond to a hostile bid, effectively resulting in a 120-day “permitted bid” regime. 

Mar 31, 2015

Significant Changes to Investment Canada Act Review Thresholds, Disclosure Requirements and National Security Review Timelines

On March 25, 2015, the federal government announced significant changes to the thresholds for determining whether net benefit review under the Investment Canada Act is required as well as more onerous disclosure obligations for all foreign investors who acquire control of Canadian businesses, including those foreign investments not subject to review. The federal government has also extended the timeline for reviews under the national security regime. These changes will have a number of important implications for foreign investments in Canada. 

Mar 27, 2015

SEC Charges Highlight Importance of Updating Early Warning Reports

On March 13, 2015, the U.S. Securities and Exchange Commission announced charges against eight directors, officers and major stockholders for failing to make timely updates to their beneficial ownership reports on Schedule 13D regarding steps taken in connection with potential going private transactions. These charges are a reminder to Canadian market participants active in the United States of the importance of updating Schedule 13D reports when investment intentions change. 

Mar 27, 2015

OSC Scores Important Victory in Finkelstein Insider Trading and Tipping Decision

In a much anticipated decision released yesterday that carries implications for lawyers and other professional “gatekeepers,” a panel of the Ontario Securities Commission found former Toronto lawyer Mitchell Finkelstein and four investment advisors to have engaged in insider tipping and trading in contravention of the Ontario Securities Act. The ruling in this high-profile case is significant given regulators’ well-publicized failures in recent years to prove insider trading and tipping allegations. 

Mar 26, 2015

Court Divided on Permissibility of Hearings Outside of Ontario in Multijurisdictional Class Proceedings

A recent Ontario Court of Appeal decision has restricted the circumstances in which the Ontario Superior Court may sit outside Ontario to facilitate simultaneous motions in a multijurisdictional class action. A majority of the Court of Appeal held that such hearings must have a video link to an Ontario courtroom in order to ensure that the proceedings are open to the Ontario public. Given conflicting results of decisions in Ontario, Québec and British Columbia, guidance from the Supreme Court of Canada may be necessary. 

Mar 25, 2015

B.C. Court Confirms Plaintiffs Must Provide Workable Causation Methodology to Certify Product Liability Class Proceedings

In Charlton v. Abbott Laboratories Ltd., the British Columbia Court of Appeal clarified the evidentiary threshold plaintiffs must satisfy at the certification stage in the context of product liability class actions. In particular, the Court confirmed that plaintiffs alleging that a product causes adverse effects or injury must adduce evidence of a workable methodology to demonstrate that the product in question was capable of causing adverse effects on a class-wide basis. 

Mar 12, 2015

Appeal Court Overturns Order That Province Pay Damages to Timber Company over Aboriginal Road Blockade

On February 26, 2015, the Court of Appeal for British Columbia overturned a trial judge’s order that the Province of British Columbia pay logging contractor Moulton Contracting Ltd. a sum of $1.75 million in damages for the Province’s failure to warn Moulton of a threatened blockade by members of the Fort Nelson First Nation.

Mar 9, 2015

CRTC issues $1.1 million penalty under Canada’s Anti-Spam Law

The Canadian Radio-television and Telecommunications Commission (CRTC) has issued its first penalty under CASL's commercial electronic messaging (CEM) rules. In its News Release, the CRTC states that a Notice of Violation, including a penalty of $1.1 million, was issued against Compu-Finder for sending CEMs without the recipient's consent and without a properly functioning unsubscribe mechanism. The company now has 30 days to provide written representations or pay the penalty. 

Mar 5, 2015

CSA Announces Amendments to National Instrument 45-106

The CSA recently announced amendments to National Instrument 45-106 Prospectus and Registration Exemptions which are expected to come into force on May 5, 2015.  The following changes to the prospectus exemption regime will be of particular interest to participants in the investment funds and asset management industry. 

Mar 2, 2015

Reservations to Landlord Consistent with Leasehold Interest for Purposes of Assessment Act

In Exchange Corporation Canada Inc. v. Mississauga (City), Exchange Corporation Canada Inc. (“Exchange”) operates kiosks in various terminals at Toronto Pearson International Airport (the “Airport”) pursuant to a 2003 agreement (the “Agreement”) with the Greater Toronto Airports Authority (the “GTAA”).  Exchange carries on the business of providing currency exchange and travel insurance services.

Mar 2, 2015