Alex Gorka Alex Gorka

New guidance on special committees and going private transactions

The Ontario Securities Commission’s reasons for its decision in Re The Catalyst Capital Group Inc. have important disclosure and procedural...

Yukon Court of Appeal upholds transaction value in dissent decision

In Carlock v. ExxonMobil Canada Holdings ULC, 2020 YKCA 4, the Court of Appeal of Yukon found that the negotiated deal price was the fair value of...

Top public M&A and proxy contest legal developments in 2019

This article sets out some of the most notable Canadian legal developments in public M&A and proxy contests in 2019.

Court rejects deal price as indicator of fair value in dissent decision

In an extraordinary decision, the Supreme Court of Yukon in Carlock v. ExxonMobil Canada Holdings ULC (ExxonMobil), awarded dissenting shareholders a...

OSC approves $30 million settlement with Katanga over financial misstatements and failure to disclose DRC risks

Reflecting the trend toward increasing monetary penalties, the Ontario Securities Commission (the “OSC”) accepted an eye-popping $30...

What constitutes a MAC in an M&A deal?

The Delaware Court of Chancery released its decision in Akorn, Inc. v. Fresenius Kabi AG, finding for the first time that a buyer had properly...

Poison pills under the new bid regime: lessons & questions flowing from Canada’s largest cannabis M&A deal to date

On March 15, 2018, the OSC and the Financial Consumer Affairs Authority of Saskatchewan issued their reasons for the Aurora-CanniMed decision.

Securities regulators referee the Aurora hostile bid for CanniMed

On December 22, 2017, the Ontario Securities Commission (the OSC) and the FCAAS made an order cease trading the shareholder rights plan adopted by...

Securities Commission staff raise the bar for conflict transactions

Staff of the securities regulatory authorities in each of Ontario, Québec, Alberta, Manitoba and New Brunswick have indicated that they intend to...

The Eco Oro decision – OSC invokes broad jurisdiction in effectively neutralizing a private placement

The Ontario Securities Commission recently released its reasons for overturning a decision by the Toronto Stock Exchange conditionally approving a...