Osler Updates

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OECD Discussion Draft Considers Controlled Foreign Corporation Rules

On April 3, 2015, the OECD released a discussion draft on Strengthening Controlled Foreign Corporation (CFC) Rules that stresses the importance of CFC rules in countering base erosion and profit shifting, and makes several draft recommendations regarding the design of domestic CFC rules. The discussion draft expands on the OECD’s prior work as part of its Action Plan on Base Erosion and Profit Shifting (BEPS).  

Apr 6, 2015

An Act allowing Caisse de dépôt et placement du Québec to carry out infrastructure projects

On March 19, 2015, the Québec Minister of Finance tabled an Act allowing the Caisse de Dépôt et placement du Québec to carry out infrastructure projects. This Act empowers the Caisse de Dépôt et placement du Québec to manage and carry out infrastructure projects relating to public transit in the province of Québec.

Apr 2, 2015

A Rare Case of Market Manipulation

In a rare case of market manipulation, the Québec administrative tribunal specializing in financial markets, recently issued a decision giving effect to an agreement between the Autorité des marchés financiers and Mr. Michel Galipeau condemning the latter to an administrative penalty of $20,000.

Apr 1, 2015

SEC Releases Final Rule Amendments to Regulation A

The Securities and Exchange Commission (SEC) recently adopted final rules that are designed to enable smaller companies to offer and sell up to US$50 million of unrestricted securities in a consecutive 12-month period without registration under the U.S. Securities Act of 1933 (U.S. Securities Act), subject to eligibility, disclosure and ongoing reporting requirements.

Apr 1, 2015

Antitrust Advisory: Class Actions – What U.S. Clients and Counsel Need to Know

Antitrust class actions have become a permanent fixture in the Canadian and U.S. competition enforcement landscape. In this Antitrust Advisory, we highlight Canada’s unique private remedies and distinct class action regime, ensuring U.S. clients and counsel are prepared for parallel class actions filed on both sides of the border. 

Apr 1, 2015

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

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

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

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