Important guidance on “acting jointly or in concert” in a proxy contest was provided by the British Columbia Securities Commission (Commission) in NorthWest Copper Corp. (December 22, 2023). The Commission declined to find a...more
What is a spurned seller’s recourse when a buyer walks away from a deal in breach of the purchase agreement? In private M&A, the answer is reasonably straightforward: sue the buyer to close the deal or to recover damages. In...more
1/11/2024
/ Breach of Contract ,
Buyers ,
Damages ,
Elon Musk ,
Mootness Fee Applications ,
Premiums ,
Purchase Agreement ,
Sellers ,
Shareholders ,
Target Company ,
Termination Fees ,
Twitter
In a positive development since our earlier bulletin, the U.S. House and Senate have decided to retain the exemptions from obligations imposed under section 16 of the Securities Exchange Act of 1934 that are relied upon by...more
Davies’ Shareholder Activism and Proxy Contests in Canada guide draws on our market-leading expertise to offer our insights on the principal legal and practical considerations for both activists and target companies, as well...more
11/17/2023
/ Advance Notice ,
Antitrust Litigation ,
Beneficial Owner ,
Classified Information ,
Compensation Agreements ,
Corporate Records ,
Insider Trading ,
Majority Voting Policies ,
Poison Pill ,
Proxy Season ,
Reporting Requirements ,
Shareholder Activism ,
Universal Proxy Cards ,
Virtual Meetings
In a first for Canadian securities laws, on October 20, 2023 Ontario’s Capital Markets Tribunal (Tribunal) released substantive guidance on the meaning of the “necessary course of business” (NCOB) exception to the prohibition...more
11/2/2023
/ Burden of Proof ,
Capital Markets ,
CEOs ,
CFOs ,
Disclosure ,
Good Faith ,
Insider Information ,
Insider Trading ,
MNPI ,
Purchase Agreement ,
Regular Course of Business ,
Securities Act ,
Tribunals
Buried in the National Defense Authorization Act for Fiscal Year 2024, which the U.S. Senate passed earlier this year, is a provision that, if enacted, will eliminate exemptions relied upon by insiders of dual-listed Canadian...more
11/1/2023
/ Canada ,
Disclosure Requirements ,
Disgorgement ,
Electronic Disclosure ,
Foreign Issuers ,
Foreign Private Issuers ,
NDAA ,
Proposed Legislation ,
Reporting Requirements ,
Securities Exchange Act ,
Short Sales ,
Short-Swing Trading
On October 10, 2023, the Securities and Exchange Commission (SEC) adopted final amendments to the rules that govern beneficial ownership reporting and provided guidance on the application of those rules. The SEC also...more
10/25/2023
/ Alberta Securities Commission ,
Amended Rules ,
Beneficial Owner ,
Canadian Securities Administration ,
Derivatives ,
Disclosure Requirements ,
Filing Deadlines ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Activism ,
Shareholders
Canadian shareholder activism continued its post-pandemic resurgence into the first half of 2023. Emerging trends include the “activist swarm,” where multiple—yet uncoordinated—activists converge on a single target with...more
10/23/2023
/ Activist ,
Arms Length Transactions ,
Beneficial Owner ,
Canada ,
CBCA ,
Conflicts of Interest ,
Corporate Governance ,
General-Business ,
Institutional Shareholder Services (ISS) ,
Majority Voting Policies ,
Proxy Advisors ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholders ,
Universal Proxy ,
Universal Proxy Cards ,
Valuation
Davies’ Canadian Mergers & Acquisitions guide draws on our substantial cross-border M&A experience to offer guidance on both the legal framework and practical aspects of Canadian mergers and acquisitions, including critical...more
10/11/2023
/ Anti-Avoidance ,
Business Judgment Rule ,
Canada ,
Change of Control ,
Competition Act ,
CRTC ,
Directors ,
Disclosure Requirements ,
Fiduciary Duty ,
Financing ,
Foreign Private Issuers ,
Hostile Offers ,
Insider Trading ,
Investment Banks ,
Investment Company Act of 1940 ,
Minority Shareholders ,
Ontario Securities Commission (OSC) ,
Public Disclosure ,
Purchase Agreement ,
Regulatory Requirements ,
Related Parties ,
Reorganizations ,
Restructuring ,
Safe Harbors ,
Scheme of Arrangement ,
Securities ,
Securities Regulation ,
Share Sale and Purchase Agreements (SPAs) ,
Shareholders ,
Substantive Rule ,
Takeover Bids ,
Target Company ,
Valuation
The Ontario government introduced an omnibus bill (Bill 91) on April 3, 2023 that proposes both welcome and concerning amendments to the Ontario Business Corporations Act’s (OBCA) regulation of shareholder meetings. The...more
A recent decision of the Ontario Superior Court of Justice represents a rare victory for activists in overturning a target board’s proposed timing for setting a requisitioned meeting. While Canada is generally viewed as an...more
Davies Governance Insights analyzes the top trends and issues most important to Canadian public companies and provides practical guidance for boards to meet these challenges head on.
...more
9/7/2022
/ Canadian Securities Administration ,
Capital Markets ,
Capital Markets Act (CMA) ,
CBCA ,
Civil Liability ,
Climate Action Plan ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Financial Statements ,
GAAP ,
MD&A Statements ,
Ontario Securities Commission (OSC) ,
Shareholder Oppression
Davies has submitted a comprehensive comment letter on a new Capital Markets Act (CMA) proposed by the Ontario Ministry of Finance, on the recommendation of the Capital Markets Modernization Taskforce, to replace the Ontario...more
Types of M&A Transactions –
– Takeover bids (like a U.S. tender offer)
– Plans of arrangement
– Amalgamations (like a U.S. merger)
– Asset sales
– Share sales (e.g., private purchase of control block)
–...more
11/5/2021
/ Acquisition Agreements ,
Canada ,
Corporate Sales Transactions ,
Cross-Border Transactions ,
Foreign Investment ,
Foreign Investment Entities (FIEs) ,
Foreign Ownership ,
Investment Banks ,
Merger Agreements ,
Plan of Arrangement ,
Takeover Bids ,
Tax Liability