“Independent directors who step into these situations involving essentially the fiduciary oversight of assets in other parts of the world have a duty not to be dummy directors.” p. 21 of transcript, In re Puda Coal Stockholders Litigation, Del. Ch. C.A. 6476-CS (February 6, 2013). A recent Delaware bench ruling considers… → Read More
Don’t be a “Dummy Director”
Delaware ruling on the obligations of directors of companies operating in emerging markets
Posted in Public M&A, Shareholders, StrategyProposed Changes to Early Warning Reporting System Address Market Transparency and Shareholder Activism in Canada
Posted in Public M&A, Shareholders, StrategyUnder Canada’s early warning reporting (EWR) system, investors holding 10% or more of a public company’s voting securities must publicly report their ownership levels, the purpose of the transaction and any future intention to accumulate more securities. Eligible institutional investors can report more slowly than EWR filers and provide less information by making use of… → Read More
Shareholder Rights Plans – The CSA Proposal
Posted in Public M&A, Shareholders, StrategyOn March 14, 2013, the Canadian Securities Administrators (otherwise known as the “CSA”) published a request and notice for comments regarding Proposal National Instrument 62-105 – Security Holder Rights Plans, the purpose of which is to introduce the CSA’s proposed regulatory regime for rights plans. The proposed rule, which is discussed in more detail in… → Read More
Plugging (You Into) Even More Online M&A Resources
More Online Resources for Deal Makers – What you should know about (Part 2 of 2)
Posted in Contractual Matters, Private Equity, Private Transactions, Public M&A, Shareholders, StrategyIn our last post, we looked at six traditional resources and more sophisticated paid services that help bring us up to speed in the M&A world. In this post we will list some of the more contemporary deal commentary resources: NY Times DealB%k: This blog delivers the latest news on mergers, acquisitions, venture… → Read More
Plugging (You Into) Online M&A Resources
Top 6 Online Resources for Deal Makers – What you should know about (Part 1 of 2)
Posted in Contractual Matters, Private Equity, Private Transactions, Public M&A, Shareholders, StrategyWhether you’re a seasoned deal maker or just starting out, we all rely on various resources to stay apprised of the cutting edge developments in M&A. Given that the latest information is driven by online resources, we thought it would be appropriate to put together a list of our favourite resources that help keep us… → Read More
OSC Dialogue 2011: Significant New OSC Policy Projects on M&A Matters Discussed
Posted in Public M&A, ShareholdersAfter a few years on hiatus, the Ontario Securities Commission hosted its “Dialogue” conference once again on November 1, 2011. OSC Dialogue opened with a speech from the Chair of the Ontario Securities Commission, Howard Wetston, and filled the morning with two panel discussions, one on market infrastructure and another on strategic issues in investor… → Read More
Vice Chancellor Laster Visits Toronto to Speak on M&A Disputes
Posted in Public M&A, StrategyA select group of senior executives and in-house counsel interested in cross-border M&A disputes recently had a special opportunity to hear Vice Chancellor Travis Laster of the Delaware Court of Chancery speak in Toronto about his thoughts on some thorny M&A issues and their treatment under a continuum of legal regimes ranging from Pennsylvania, to… → Read More
Double Trouble – Canadian Disclosure Requirements on Investments in Dual-Class Companies
Posted in Public M&AUnfortunately for global investors trying to manage the regulation of investments in multiple jurisdictions, Canada has overlapping disclosure requirements when an investment in a public company exceeds the 10 per cent threshold. Ten per cent of what exactly is part of the challenge. Canada has both an “Insider Reporting Requirement” where company insiders are required to report… → Read More
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