Upcoming Event: Rewarding Corporate Whistleblowers – Will this Improve Canadian Capital Markets?

Please join the Capital Markets Institute on January 26, 2017 for a panel discussion on Rewarding Corporate Whistleblowers: Will this Improve Canadian Capital Markets?  The event will feature Heidi Franken, Chief, Office of the Whistleblower, Ontario Securities Commission; insights from current research on the US whistleblowing experience from Andrew Call, Associate Professor, W. P. Carey School …

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InterOil-Exxon precedent delivers a wake-up call on fairness opinions

By Anita Anand http://www.theglobeandmail.com/report-on-business/rob-commentary/interoil-exxon-precedent-delivers-a-wake-up-call-on-fairness-opinions/article33071936/ Rare is the precedent-setting securities case that emerges from the Yukon Court of Appeal. The recent attempted arrangement between InterOil Corp. and Exxon Mobile Corp., however, has given rise to such a case. The decision contains a welcome judicial pronouncement on fairness opinions in the context of corporate mergers. InterOil was …

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When is an Arrangement an “Arrangement”?

By Anita Anand Recently, the Alberta Court of Queen’s Bench handed down a decision regarding the proposed merger of Alberta Oilsands Inc. (AOS) and Marquee Energy Ltd. (Marquee) via a plan of arrangement.1 The well-reasoned decision rightly suggests that it is within the court’s discretion to decide whether all affected parties are being treated fairly and …

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Let Shareholders Vote: Court

By Janet McFarland http://www.globeinvestor.com/servlet/ArticleNews/story/GAM/20160924/RBCDVENTURETAKEOVERS An Alberta court ruling on a disputed merger deal has sent a strong signal to companies that they cannot deny shareholders a vote on important transactions. Justice Alan Macleod of the Alberta Court of Queen's Bench ruled last week that Calgarybased Alberta Oil Sands Inc. must offer its shareholders a vote …

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Federal Statute Reform and Corporate Transparency and Diversity

By Anita Anand. The Government of Canada is proposing reforms to federal statutes, including the Canada Business Corporations Act, relating to the composition of boards of directors and in particular the gender complement on boards. This approach appears to be generally consistent with that of the Province of Ontario and the Ontario Securities Commission in …

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Boardroom Diversity Isn’t Just How You Look, But How You Think

By: Susan McArthur Susan McArthur is managing partner of GreenSoil Investments and a corporate director. The mandate of the Canadian Board Diversity Council is to improve diversity on corporate boards. Every year, the CBDC circulates a survey to measure the makeup of Canadian board memberships. The data are compiled into an annual report card that …

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Shareholders file OSC complaint over Sirius XM’s plans to go private

by James Bradshaw http://www.theglobeandmail.com/report-on-business/shareholders-file-osc-complaint-over-sirius-xms-plans-to-go-private/article30970138/ Minority shareholders in satellite radio provider Sirius XM Canada Holdings Inc. have complained to Ontario’s securities regulator about the company’s plan to go private, alleging they are the victims of “coercive tactics.” The complaint to the Ontario Securities Commission (OSC), filed on July 15 by six institutional shareholders that collectively own …

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