Canadian Securities Law : Canadian Securities Lawyer & Attorney : Stikeman Elliott Law Firm : Montreal, Ottawa, Calgary, Vancouver, Montreal, Toronto

Robert Carelli and Alex Colangelo  | Version française

On November 9, 2007, Bill 19, An Act to amend the Securities Act and other legislative provisions (Bill 19) came into force in Quebec. Bill 19 introduces a regime of secondary market civil liability, enabling investors to sue issuers and others for failing to make timely disclosure of material changes and for misrepresentations contained in public disclosure. Bill 19 closely follows the Ontario regime and readers will notice a substantial similarity between the two. Quebec also joins other provinces, such as Alberta and British Columbia, which have enacted, or are in the process of enacting, secondary market civil liability provisions. Continue Reading...

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The HA2003 Liquidating Trust v. Credit Suisse Securities LLC, February 20, 2008 | No. 06-3842 (U.S. Court of Appeals for the 7th Circuit)

Alex Colangelo

Contract between parties set out terms of engagement and the defendant did not have a duty to go beyond its mandate.

This case takes us back to the heady days of the dot-com boom. Back in the 1990s, HA-LO In­dus­tries was in the business of making logo-bearing promotional products that companies could use to market themselves. In 1999, the company decided it needed to join the e-commerce bandwagon and subsequently agreed to purchase Starbelly.com for $240 million in cash and shares. While Starbelly.com was a young start-up with a negligible track record, its e-commerce system was attractive to HA-LO.

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Kim Alexander-Cook and Richard Clark  | Version française

The Federal Government has just provided notice that the general threshold for review under the Investment Canada Act for a direct acquisition of control of a Canadian business by WTO investors for 2008 will be C$295 million. This direct acquisition review threshold is adjusted annually for inflation and growth in Canada's GDP and normally refers, (a) in the case of an acquisition of the assets used in carrying on a Canadian business, to the gross book value of those assets, (b) in the case of an acquisition of control of an entity carrying on a Canadian business, to the gross book value of the assets of that entity, and (c) in the case of an acquisition of control of an entity carrying on a Canadian business and of control of one or more other entities in Canada, to the gross book value of the assets of that entity and all other entities the control of which is being acquired. 

Indirect acquisitions (e.g. acquisition of a U.S. company with a smaller Canadian subsidiary) of Canadian businesses that are either WTO-controlled or are being acquired by WTO investors generally are not reviewable (regardless of the value of the assets), but remain subject to a post-closing notification obligation under the Act. However, the acquisition of control of Canadian businesses engaged in (i) transportation services, (ii) certain cultural businesses, (iii) certain financial services, or (iv) certain uranium production activities are subject to much lower thresholds for review (C$5 million if direct and C$50 million if indirect), and there are no de minimis exceptions where a Canadian business carries on any of these activities.

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Andrew Cunningham  | Version française

In its widely anticipated ruling of Re AiT Advanced Information Technologies Corp., the Ontario Securities Commission (OSC) held that the obligation to disclose a potential merger as a "material change" under s. 75 of Ontario's Securities Act does not apply to proposed mergers and acquisitions until the board believes that the parties are "committed" to the transaction and that completion is substantially likely.

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Simon Romano, Jeffrey Singer and Ramandeep Grewal  | Version française

Effective February 1, 2008, a new infrastructure to govern take-over bids and issuer bids is now in place across Canada.  While substantively the same, the new regime is structured differently in Ontario as compared to all other Canadian jurisdictions (the Other Jurisdictions), and is comprised principally of the following: Continue Reading...

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