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
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