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    Chat has a broad, transactional-based practice involving all aspects of corporate and securities law, with particular focus on mergers and acquisitions, corporate governance, private equity, and corporate finance. Chat ...

It was almost half a century ago that Milton Friedman pronounced, in a famous article in the New York Times Magazine, that a corporate executive is an agent of the shareholders, that “his primary responsibility is to them,” and that therefore “there is one and only one social responsibility of business - to use its resources and engage in activities designed to increase ...

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Posted in Securities

The Canadian Securities Administrators (the “CSA”) have released a CSA notice and request for comment on proposed National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure (the “Proposed Instrument”). The Proposed Instrument prescribes disclosure requirements for non-GAAP and other financial measures and, if adopted, will replace the ...

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Posted in Securities

In our recent blog post discussing the publication of the Canadian Securities Administrators’ latest continuous disclosure compliance review, available here, we noted that the regulators remain concerned with some reporting issuers’ use of social media, particularly as a medium to disclose material information. On August 7, at 9:48 AM, Elon Musk, the Chair and CEO ...

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In October 2017, the Canadian Securities Administrators (the “CSA”) issued a consultation paper to facilitate a discussion about the appropriateness of the current definition of “independence” for directors and audit committee members of reporting issuers. On July 26, 2018, the CSA published Staff Notice 52-330 (the “Staff Notice”) confirming, in light ...

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Posted in Securities

As part of their oversight responsibilities, the Canadian Securities Administrators (the “CSA”) undertake an ongoing review of the continuous disclosure practices of Canadian issuers. The latest results of this review (which are now released on a biannual basis) have been released by the CSA under Staff Notice 51-355 (the “Staff Notice”). The CSA reviewed ...

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Following some controversy arising from the use of “soliciting dealer arrangements” in recent proxy contests, the Canadian Securities Administrators (the “CSA”) have released a staff notice and request for comment (the “Staff Notice”) seeking a range of general information from market participants about their prevalence and use, as well as the ...

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Canada’s takeover bid regime was overhauled in 2016, with the intention of rebalancing the dynamics among offerors, target boards, and target shareholders (the “New Takeover Regime”). The New Takeover Regime comprises three key elements:

  • bids must remain open for a minimum of 105 days (unless the target board reduces the period - to a minimum of 35 days - or enters ...
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Over the past several years, a debate has sometimes simmered, sometimes raged around the question of whether so-called “activist investors” are on the whole good for companies, their stakeholders and the economy as a whole. Underlying that debate - and the accusations that are inevitably hurled about short-termism, value extraction and board insulation - is a deeper ...

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The Ontario Securities Commission (the “OSC”) launched OSC Policy 15-601 – Whistleblower Program (the “Policy”) in July 2016, creating a “whistleblower” regime that seeks to encourage individuals and companies to report serious violations of securities laws or other securities-related misconduct to the OSC. The Policy, which was accompanied by ...

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Posted in Securities

Institutional Shareholder Services (“ISS”) has published its 2018 updates to its proxy voting guidelines for Canadian public companies. As it had indicated earlier this fall in the summary of its 2018 Global Policy Survey, ISS has implemented a gender diversity policy, to be phased in for certain issuers starting in the 2018 proxy season, and a revised ...

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Lawson Lundell's Business Law Blog covers a wide range of topics relevant to businesses of all sorts, including corporate governance, corporate commercial law, corporate finance and securities, mergers and acquisitions, procurement, private equity and venture capital, intellectual property, and business taxation. Please also see our litigation, project law, China law, and real estate law blogs. 

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