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Author Archives / Geoff R. Hall

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Reasonable Efforts vs. Best Efforts – Why the Fuss?

Posted in Contractual Matters, Strategy

Last fall, we featured a blog post that offered a Canadian perspective on the interpretation and use of benchmarking in efforts clauses. Some of the commentary that ensued suggests that Canadian courts were “doomed to incoherence” by distinguishing between best efforts and reasonable efforts.[i]

Yet this distinction between efforts clauses has existed for some time in Canadian jurisprudence[ii] and Canadian courts have continued to render coherent decisions with very little difficulty in applying the standards of performance to efforts clauses.[iii] This leads to the reasonable conclusion that, in fact, there is no crisis and no reason to … Continue Reading

Materiality in Securities Legislation: Four Points from the Supreme Court of Canada

Posted in Public M&A

One of the issues in securities law generally is what constitutes “materiality”. In a later post we will discuss “material adverse change” clauses in M&A agreements, but this post is about the fundamental question of what is “material”. A recent case of the Supreme Court of Canada, Sharbern Holding Inc. v. Vancouver Airport Centre Ltd. provides some guidance. In Sharbern, the Supreme Court looked at the test of what constitutes a “material false statement.” While the Court was looking at a real estate related statute, the principles are similar under securities laws. Sharbern imposes burdens on plaintiffs and issuers … Continue Reading