24 March, 2024
Mithaq Canada Inc. (Re): Exercise of the Capital Markets Tribunal’s Discretion Whether to Cease Trade a Private Placement as “Clearly Abusive”
15 March, 2024
The Perils of Failing to Coordinate Settlement of Cross-Border Securities Class Actions: Kwong v. iAnthus Capital Holdings Inc.
31 January, 2024
The Flip Side of the Trailing Commission Coin: Frayce v. BMO Investorline Inc., 2024 ONSC 533
16 January, 2024
NorthWest Copper Corp.: The Free Flow of Information and Opinion Among Shareholders May Trump Disclosure of Joint Action by Dissident Shareholders
Mithaq Canada Inc. (Re): Exercise of the Capital Markets Tribunal’s Discretion Whether to Cease Trade a Private Placement as “Clearly Abusive”
In its recently released Reasons for Decision in Mithaq (the “Decision”), the Capital Markets Tribunal (Tribunal”) articulated its reasons for denying an application by Mithaq Canada Inc. (“Mithaq”) to cease trade a private placement announced by Aimia Inc. (“Aimia”), a Toronto Stock Exchange (“TSX”) listed company, on the basis that it was a defensive tactic calculated to respond to a take-over bid by Mithaq, a significant shareholder.
The Perils of Failing to Coordinate Settlement of Cross-Border Securities Class Actions: Kwong v. iAnthus Capital Holdings Inc.
The Flip Side of the Trailing Commission Coin: Frayce v. BMO Investorline Inc., 2024 ONSC 533
The decision in Frayce v. BMO Investorline Inc., 2024 ONSC 533 highlights the importance of strategic decisions made by class counsel including as it relates to the framing of the allegations in the pleading, the contents of their certification record and the characterization of their case for certification in their submissions on the certification motion.
NorthWest Copper Corp.: The Free Flow of Information and Opinion Among Shareholders May Trump Disclosure of Joint Action by Dissident Shareholders
In NorthWest Copper Corp., 2023 BCSECCOM a Hearing Panel of the British Columbia Securities Commission was asked to make orders under section 114 of the B.C. Securities Act, RSBC 1996, c. 418 (the Act) to prohibit the trading and voting of securities by three individual respondents arising from their alleged failure to comply with the early warning disclosure requirements in NI 62-104 – Take-Over Bids and Issuer Bids and NI 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues following the announcement by one of the respondents of his intention to nominate a slate of directors different from the slate proposed by management at the company’s upcoming annual general meeting (AGM) of shareholders.
No Deal: Court of Appeal Rules on Buy-Sell “Gone Wrong”
The Court of Appeal for Ontario recently weighed in on a “share-purchase transaction gone wrong” in Leeder Automotive Inc. v. Warwick. The decision is an important reminder that companies must comply with valuation provisions when a buy-sell provision is engaged – to do otherwise is to risk not being able to participate in the buy-sell.
The Road Ahead: Assessing the Implications of the CSA’s Proposed Changes to Complaint Handling and Dispute Resolution
The Canadian Securities Administrators (CSA) have proposed an updated regulatory framework for handling complaints in the financial services sector. This initiative aims to bolster investor protection and streamline dispute resolution processes. However, these proposed changes also create several challenges for dealers and advisors in the industry.
Oppression Remedy: Business Realities, Not Just “Narrow Legalities”
In Pereira v. TYLT Technologies Inc.,1 the appellant, Jaden Pereira (“Pereira”), successfully appealed a decision of Justice Valente of the Ontario Superior Court of Justice dismissing his application under the oppression remedy provisions of the Canada Business Corporations Act. The Court of Appeal for Ontario allowed the appeal and remitted the matter back to the Superior Court of Justice to be determined at a trial. Key to the Court of Appeal’s analysis was its finding that the application judge took an overly narrow view of Pereira’s reasonable expectations—focusing unduly on the documentary evidence—without considering other relevant circumstances, like Pereira’s role in founding the company.
“You’re Fired!”: Calculating Employment Damages for a Loss of Incentive Based Compensation
Employers and employees dealing with wrongful termination cases need to look carefully at the applicable contractual and other terms that govern entitlement to incentive-based compensation. The mere fact that a policy exists that purports to take away an employee’s rights does not suffice if the language is not sufficiently clear and unambiguous. Litigating these issues in court can be costly and expensive, and employers who pay a lot of incentive-based compensation should carefully review their employment contracts, policies, and procedures.
What Can SEC Sweeps of Off-Channel Communications Teach Canadian Securities Markets Participants? Stop Texting (for Work)
Recent aggressive activity by US securities regulators targeting the use of other electronic messaging platforms on Wall Street is causing many to reconsider their practices. What should Canadian securities markets participants do to mitigate their own risk? Read more:
Court of Appeal for Ontario: No “Option” for Management to Act Oppressively
In Justein v. DeFi Technologies Inc.,[1] the Court of Appeal for Ontario recently dismissed an appeal in a dispute over the issuance of options to advisors of the appellant, DeFi Technologies Inc. (“DeFi”).