Jan. 26, 2024 – Important guidance on “acting jointly or in concert” in a proxy contest was provided by the British Columbia Securities Commission (Commission) in NorthWest Copper Corp. (December 22, 2023). The Commission declined to find a joint actor relationship between a dissident and another shareholder,...
Capital Markets and Securities
Dec. 15, 2023 – 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 insiders of dual-listed Canadian public companies and other foreign...
Dec. 13, 2023 – In its recent decision, Sharp v Autorité des marchés financiers , the Supreme Court of Canada (SCC) upheld the jurisdiction of Québec’s Financial Markets Administrative Tribunal (FMAT)—a specialized provincial securities tribunal—over out-of-province defendants. The majority (7-1) found that...
Nov. 01, 2023 – 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 against selective disclosure of material non-public information (MNPI)...
Patricia Olasker panellist at 2023 Active-Passive Investor Summit
Nov. 01, 2023 – Patricia Olasker joined Ele Klein (Schulte, Roth & Zabel LLP) and Douglas A. Rappaport (Akin Gump Strauss Hauer & Feld LLP) for a panel discussion on “Trending Legal Issues: SEC/Regulatory Proposals and Rules Update” at the 2023 Active-Passive Investor Summit, which took place on October 17 in...
Oct. 31, 2023 – Buried in the National Defense Authorization Act for Fiscal Year 2024 , which the U.S. Senate passed earlier this year, is a provision that, if enacted, will eliminate exemptions relied upon by insiders of dual-listed Canadian public companies and other foreign private issuers from obligations...
The SEC Amends Beneficial Ownership Reporting Rules
Oct. 24, 2023 – On October 10, 2023, the Securities and Exchange Commission (SEC) adopted final amendments to the rules that govern beneficial ownership reporting and provided guidance on the application of those rules. The SEC also articulates two overarching themes which arguably reveal a new SEC perspective on...
Seven Tier 1 Rankings and Three Partners Named Women Leaders in 2023 IFLR1000 Guide
July 18, 2023 – Davies has again been recognized by International Financial Law Review as a top-tier firm, achieving Tier 1 status in seven financial and corporate law practice areas, including Banking: Canada Capital Markets: Ontario M&A: Canada M&A: Ontario M&A: Québec Project...
IFLR Americas Names Davies Canada’s Capital Markets Firm of the Year
May 19, 2023 – Davies is pleased to be named Canada’s Capital Markets Firm of the Year at the 2023 International Financial Law Review (IFLR) Americas Awards. This award reflects our standing as a leading firm in advising clients on their most complex and cross-border corporate finance matters, such as: ...
Canadian Law Awards and Benchmark Litigation Canada Awards Recognize Davies
May 15, 2023 – Davies is honoured to be recognized at the 2023 Canadian Law Awards in the categories: Commercial Litigation Team of the Year, Insolvency and Restructuring Deal of the Year, Infrastructure and Projects Deal of the Year and Capital Markets Deal of the Year. These awards are a reflection of the...
Two Percent Tax on Share Buybacks by Public Companies
Apr. 18, 2023 – As part of the 2023 federal budget, tabled on March 28, 2023, the government has introduced draft legislation to implement a new 2% tax on share buybacks that was first announced in November 2022 as part of the government’s Fall Economic Statement. This tax (referred to below as the “Buyback Tax”)...
Lithium Royalty Corp. Completes C$150-Million IPO
Mar. 17, 2023 – Davies acted as counsel to Lithium Royalty Corp. (LRC) in its C$150-million initial public offering (IPO) on the Toronto Stock Exchange. LRC is a lithium-focused royalty company with a globally diversified portfolio of 29 royalties on mineral properties around the world. These properties supply...
SEC Adopts Amendments to Insider Trading Rules and Reporting Requirements
Jan. 20, 2023 – In late 2022, the U.S. Securities and Exchange Commission (SEC) adopted final amendments to certain rules and reporting requirements concerning insider trading arrangements, including Rule 10b5-1(c) under the Securities Exchange Act of 1934 (Exchange Act). Rule 10b5-1(c) provides affirmative...
Forbes Interviews Patricia Olasker
Oct. 03, 2022 – Interviewed for Forbes , Patricia Olasker shares her perspectives on the role of activist investors in capital markets, the value she brings in representing both activists and the companies in which they invest, as well as how she came to be one of the few women lawyers in shareholder activism....
No Need to Disclose “Unsolicited, Inexpert, Premature and Unreliable” Opinions
Aug. 16, 2022 – Overview The Court of Appeal for Ontario has confirmed that a public company acted properly and lawfully when it decided not to disclose to the investing public an opinion received from an external consultant that questioned the economic viability of the company’s main asset, in circumstances...
Canadian Law Awards Names Three Davies Matters as “Deals of the Year”
May 25, 2022 – We advised on three deals that were recognized as winners at the 2022 Canadian Law Awards: Definity Financial IPO: Capital Markets Deal of the Year. We acted for the underwriters for the initial public offering and the private placement agents for the concurrent cornerstone private placements. ...
If It Ain’t Broke… Davies Comments on Draft Capital Markets Act
Feb. 25, 2022 – Davies has submitted a comprehensive comment letter on a new Capital Markets Act (CMA) proposed by the Ontario Ministry of Finance, on the recommendation of the Capital Markets Modernization Taskforce, to replace the Ontario Securities Act . Although some modifications to Ontario securities law...
Hydrostor Secures Growth Financing from Goldman Sachs
Jan. 10, 2022 – Davies acted for Hydrostor Inc., a developer of Advanced Compressed Air Energy Storage (A-CAES) projects, in securing a US$250-million preferred equity financing commitment from Goldman Sachs Asset Management’s Private Equity and Sustainable Investing businesses. This is one of the largest...
CSA Introduces a Streamlined Shelf Prospectus Regime for “Well-Known Seasoned Issuers”
Dec. 13, 2021 – The Canadian Securities Administrators (CSA) recently announced that each of its members has adopted a blanket order (collectively, Blanket Orders) to make available to “well-known seasoned issuers” (WKSIs) a streamlined shelf prospectus qualification procedure (WKSI regime). This regime is...
Definity Completes Largest Canadian IPO of 2021
Nov. 26, 2021 – Davies acted for a syndicate of underwriters, led by BMO Capital Markets, RBC Capital Markets and Barclays, as global coordinators and joint bookrunners, and Scotiabank and TD Securities Inc., as joint bookrunners, for the $1.6-billion initial public offering (IPO) of Definity Financial Corporation...
Sept. 21, 2021 – On June 23, 2021, the Canadian Securities Administrators (CSA) announced the adoption of National Instrument 45-110 – Start-up Crowdfunding Registration and Prospectus Exemptions (NI 45-110) in an effort to adopt a harmonized national regime for startup crowdfunding. NI 45-110, which comes into...
Davies Earns Six Tier 1 Rankings in IFLR1000 2022
Aug. 30, 2021 – International Financial Law Review has again recognized Davies’ financial and corporate law practices with Tier 1 rankings in the following areas: Capital Markets: Ontario M&A: Canada M&A: Ontario M&A: Québec Restructuring and Insolvency: Québec Our Project Development: Infrastructure...
Pulling Out All the Swaps: Alberta Securities Commission Finds Total Return Swaps Abusive
July 20, 2021 – The Alberta Securities Commission (ASC) recently ruled that certain Brookfield entities’ (Brookfield’s) conduct and disclosure in connection with its hostile takeover bid for Inter Pipeline Ltd. (IPL) were clearly abusive to IPL shareholders and the capital markets, and therefore contrary to the...
Mind the GAAP: Don’t Get Tripped Up by the New Financial Measure Disclosure Requirements
July 06, 2021 – Before the year-end, Canadian reporting issuers will have to contend with new rules that govern the disclosure of non-GAAP and other financial measures. 1 These new Financial Measure Rules mark a significant departure from the policy-based approach that has shaped non-GAAP financial measure...
Ignore at Your Own Risk: OSC Accuses Crypto Exchange Poloniex of Disregarding Securities Laws
June 04, 2021 – The Ontario Securities Commission (OSC) recently made good on its promise to hold crypto asset trading platforms (CTPs) operating in Ontario accountable for failing to comply with Ontario securities laws. In a hard-hitting statement of allegations issued on May 25, 2021, the OSC initiated...
Birch Hill–Backed Softchoice Corporation Closes IPO in Canada
June 03, 2021 – Davies acted for the syndicate of underwriters led by TD Securities Inc. and Goldman Sachs Canada Inc., as joint bookrunners, in Softchoice Corporation’s $350-million initial public offering (IPO). Softchoice is a Canada-based software and cloud-focused IT solutions provider with annual gross...
Triple Flag Goes Public in Canada’s Largest Mining-Related IPO in Nine Years
May 26, 2021 – Triple Flag Precious Metals Corp. has raised more than US$250 million in its initial public offering (IPO) in Canada. Davies acted for the syndicate of underwriters led by BofA Securities, Credit Suisse Group and Scotiabank in the offering – the largest mining debut since 2012 and the...
Air Canada Finalizes Agreements for Liquidity Program with Government of Canada
Apr. 13, 2021 – Air Canada and the Government of Canada have entered into a series of debt and equity financing agreements that will allow Air Canada to access up to approximately $6 billion in liquidity through the Large Employer Emergency Financing Facility (LEEFF) program, which was created to help sustain...
Between a Block and a Hard Place: ESW Capital Denied Relief in Proposed Bid for Optiva
Mar. 15, 2021 – In the recently released reasons of the Ontario Securities Commission (OSC) in Re ESW Capital, LLC , the OSC reconfirmed the proposition, first expressed in Re Aurora Cannabis Inc. , that barring exceptional circumstances or abusive or improper conduct that undermines shareholder choice,...
Alstom Acquires Bombardier Transportation to Become Leader in Global Mobility Market
Feb. 01, 2021 – French train manufacturer Alstom S.A. completed its acquisition last week of Bombardier Transportation, strengthening its position in the global market amid greater demand for greener transportation worldwide. Davies acted as Canadian counsel to Alstom in the €4.4-billion strategic acquisition,...
BlackBerry Minority Shareholder Forces Changes to Related Party Transactions with Fairfax
Oct. 15, 2020 – BlackBerry Ltd. completed an amended debt refinancing transaction with its significant shareholder Fairfax Financial Holdings Limited (Fairfax), on September 1, 2020, after having made changes to the transaction terms on two separate occasions. These included downsizing the financing from US$535...
Davies Highlights Concerns with Proposals to Modernize Ontario’s Capital Markets
Sept. 09, 2020 – Davies has submitted a comprehensive comment letter to the Capital Markets Modernization Taskforce (Taskforce) in response to the consultation report published by the Taskforce on July 9, 2020 (Report). The Taskforce was formed by the Ontario government in February 2020 with a mandate to review...
Blackstone REIT Invests in Tricon
Sept. 03, 2020 – Davies acted for Blackstone Real Estate Income Trust in a US$240-million preferred equity investment in Tricon Residential Inc., a rental housing company focused on serving the middle-market demographic in North America. The deal closed on September 3, 2020. The exchangeable preferred share...
At-the-Market Distributions Arrive in Canada
June 08, 2020 – Reporting issuers will soon be able to implement at-the-market (ATM) distributions without obtaining regulatory relief. 1 Starting August 31, 2020, ATM distributions in Canada will no longer be subject to prescribed liquidity requirements or prescribed limits on aggregate distribution size or...
Apr. 22, 2020 – In Chandler v Volkswagen Aktiengesellschaft , the Superior Court of Québec recently dismissed a securities class action brought against Volkswagen Aktiengesellschaft (VW). It did so even though the Court had previously dismissed VW’s jurisdictional arguments at the authorization (certification)...
SEC Provides Temporary Relief for Filers Affected by COVID-19
Mar. 24, 2020 – In a swift response to the COVID-19 pandemic, on March 4, 2020, the U.S. Securities and Exchange Commission (SEC) issued an order providing temporary conditional relief for SEC registered issuers and other persons that are unable to meet a filing deadline as a result of COVID-19. Subject to...
COVID-19: Canadian Public Disclosure Considerations During the Pandemic
Mar. 23, 2020 – Canadian public issuers grappling with the impact of the COVID-19 pandemic on their businesses are rightly focusing on the health and safety of their workforce and customers, business continuity and risk management. However, while balancing these and the many other critical issues flowing from...
Keep It Between Us: Canadian Securities Regulators Adopt Confidential Prospectus Review Process
Mar. 06, 2020 – Canadian public issuers and those issuers contemplating a Canadian IPO may now file a prospectus for review by securities regulators’ staff on a confidential basis. Under this new process , an issuer may submit a near-final draft preliminary prospectus to its principal securities regulator...
You Say You Want Evolution? Well…Canadian Securities Regulators Are Now Reshaping Yesterday’s Rules
Mar. 04, 2020 – No longer content to just “let it be,” Canadian securities regulators are now proposing to reshape yesterday’s rules to work for today’s modern capital markets and practices. Over the past few years, the Ontario Securities Commission (OSC) and other members of the Canadian Securities...
Jan. 13, 2020 – The Canadian Securities Administrators (CSA) has published a consultation paper seeking input on the potential implementation of an “access equals delivery” model – an electronic access alternative for satisfying prospectus and other documentary delivery obligations under Canadian securities...
Patricia Olasker Discusses Cross-Border Cannabis Connection in Law 360
Dec. 06, 2019 – A year after the legalization of recreational cannabis in Canada, Law 360 turned to Patricia Olasker for her expert insights on how the interplay between the Canadian and U.S. markets is playing a major role in the evolution of the cannabis sector. In the article (available to subscribers),...
Canadian Securities Authorities Address Cannabis Issuers’ Conflicts of Interest
Nov. 13, 2019 – Staff of the securities regulatory authorities in Ontario, British Columbia, Québec, New Brunswick, Saskatchewan, Manitoba and Nova Scotia (collectively, Staff) has released CSA Multilateral Staff Notice 51-359 ‒ Corporate Governance Related Disclosure Expectations for Reporting Issuers in the...
Innovative Tools for Convenient and Transparent Disclosure and Effective Engagement
Oct. 03, 2019 – Market participants are increasingly calling on public companies to provide more transparent and convenient information. In this chapter, we explore how Canadian public companies can meet these expectations by making their communication (including and beyond traditional continuous disclosure...
Shareholder Proposals in the United States and Canada
Oct. 03, 2019 – Shareholder proposals have long been an effective tool for investors to raise environmental, social and governance issues and foster engagement with a public company. That said, compliance with the shareholder proposal regime can impose costs and burdens on companies. For years, the U.S. ...
Navigating Gender Diversity in 2019
Oct. 03, 2019 – Canadian public companies remain under sustained pressure to improve gender diversity. In this chapter, we provide a snapshot of the current state of gender diversity among Canadian public companies, which reveals meaningful progress on a number of diversity-related metrics. We also explore how...
Short Selling in Canada: A New Avenue for Investor Activism
Oct. 03, 2019 – Over the past few years, short-seller activism has grown from a “low profile affair” to a major challenge for securities regulators and governing boards – and Canadian markets are no exception. In many cases, the consequences of a short-selling activism campaign for a company can be profound: a...
Shareholder Activism: 2019 Trends and Major Developments
Oct. 03, 2019 – While 2019 to date has witnessed fewer proxy contests in Canada compared with the corresponding period in 2018, activity increased in some industries, notably the resource sector, to levels not seen since 2015. We have also observed a number of important developments, including some that may be...
Climate Change and Sustainability: New Standards for Sustainability Reporting and Disclosures
Oct. 03, 2019 – In Davies Governance Insights 2018 , we discussed the growing environmental, social and governance (ESG) movement and the trend toward increased reporting and disclosure of sustainability-related issues, including climate change and its related risk management by reporting issuers. In 2018 and...
CBCA Reforms: Canadian Government Codifies Corporate Governance Practices
Oct. 03, 2019 – In 2019, the Canadian federal government enacted several important reforms to the Canada Business Corporations Act (CBCA) that reflect its increased focus on corporate governance best practices. In this chapter, we explore key areas in which the amendments will affect Canadian public companies,...
Davies Governance Insights 2019
Oct. 03, 2019 – Davies Governance Insights 2019 is a comprehensive report that analyzes the governance trends and issues most important to Canadian public companies. Now in its ninth edition, Governance Insights is designed to be a playbook for navigating the diverse and complex challenges facing today’s...
Québec’s Securities Tribunal Prevents Group Mach from Blocking Transat A.T./Air Canada Deal
Aug. 14, 2019 – The Tribunal administratif des marchés financiers (Québec’s securities tribunal) issued a split 2–1 decision resulting in a cease trade order on an offer made by Group Mach to acquire 19.5% of Transat A.T. Inc.’s shares. Certain features of Group Mach’s mini-tender, which was designed to...
Couche-Tard Makes Strategic Investment in Cannabis Retailer Fire and Flower
July 26, 2019 – Davies assisted its client, Alimentation Couche-Tard Inc., in accelerating its move into Canada’s flourishing cannabis sector through a strategic investment in Fire & Flower Holdings Corp., a leading independent cannabis retailer based in Edmonton, Alberta. Couche-Tard’s initial $25.9-million...
The Pallinghurst Group Backs Nemaska Lithium’s Mine in Québec
July 24, 2019 – Davies is acting for The Pallinghurst Group, a global metals and mining industry investor, in its proposed equity investment of up to $600 million in Nemaska Lithium Inc. to help fund Nemaska’s Whabouchi project in Québec. The project, which comprises the Whabouchi lithium mine and the...
Draft Legislation on the Taxation of Stock Options
June 19, 2019 – The federal government has released much anticipated draft legislation proposing changes to the rules relating to the taxation of stock options. The legislative proposals are expected to come into force on January 1, 2020, and to apply to option agreements entered into after 2019. The release, on...
June 10, 2019 – The Ontario Securities Commission (OSC) recently announced the adoption of a pre-filing review regime for mining issuers (see Staff Notice 43-706 – Pre-filing Review of Mining Technical Disclosure ). The regime is available to mining issuers that plan to launch a public offering under a short...
The (Not So) Long Arm of the OSC: Commission Declines Jurisdiction in Public Interest Dispute
June 07, 2019 – In declining jurisdiction in a proceeding initiated by an activist shareholder, the Ontario Securities Commission (OSC) articulated its approach to long-arm regulation. The recently released reasons in In the Matter of Mangrove Partners and In the Matter of TransAlta Corporation 1 provide new...
Autorité des marchés publics Has New Powers to Oversee Public Contracts
May 24, 2019 – The provisions respecting the processing of complaints, communication of information and disclosure of wrongdoing to the Autorité des marchés publics (AMP) came into force on May 25, 2019. An interested person or partnership wishing to file a complaint with the AMP or provide information to the...
The SEC Modernizes Mining Disclosure
May 21, 2019 – The following article was originally published in our 2019 Canadian Capital Markets Report . Read the complete report . In October 2018, the U.S. Securities and Exchange Commission (SEC) approved final rules (the new rules) to modernize the SEC’s mining property disclosure requirements. The...
Important Developments in TSX Policy in 2018
May 21, 2019 – The following article was originally published in our 2019 Canadian Capital Markets Report . Read the complete report . The TSX continued to adopt significant policy and practice refinements in its staff notices in 2018. Included among these were important modifications with implications for...
Mind the GAAP: Avoid Getting Tripped Up by New Non-GAAP Disclosure Requirements
May 21, 2019 – The following article was originally published in our 2019 Canadian Capital Markets Report . Read the complete report . The Canadian Securities Administrators (CSA) has, for the first time, proposed a set of rules to govern non-GAAP and other financial measures. These rules, which will...
Supreme Court of Canada Paves Way for a National Securities Regulator
May 21, 2019 – The following article was originally published in our 2019 Canadian Capital Markets Report . Read the complete report . On November 9, 2018, the Supreme Court of Canada (SCC) unanimously ruled in Reference re Pan-Canadian Securities Regulation 1 that the federal government’s second attempt...
May 21, 2019 – The following article was originally published in our 2019 Canadian Capital Markets Report . Read the complete report . Civil liability for secondary market disclosure was conceived by securities regulators with the best of intentions. But, left to the courts to develop without supervision by...
Playing Fair in a Post-InterOil World: Market Practice in Fairness Opinions
May 21, 2019 – The following article was originally published in our 2019 Canadian Capital Markets Report . Read the complete report . The provision of fairness opinions in M&A transactions remains an area of evolving practice in Canada following the Yukon Court of Appeal’s 2016 decision in InterOil...
Success Fees in Advisory Agreements: Financial Advisers (and Their Clients) Take Note
May 21, 2019 – The following article was originally published in our 2019 Canadian Capital Markets Report . Read the complete report . The decision of the Ontario Court of Appeal in RBC Dominion Securities v Crew Gold Corporation underscores the importance of clearly delineating the circumstances in which...
The Return of the Reverse Takeover
May 21, 2019 – The following article was originally published in our 2019 Canadian Capital Markets Report . Read the complete report . Following Canada’s legalization of recreational cannabis in 2018, Canadian capital markets have proven to be fertile ground for the financing of issuers in the cannabis...
Crypto Crackdown: Will Blockchain Remain Relevant in 2019?
May 21, 2019 – The following article was originally published in our 2019 Canadian Capital Markets Report . Read the complete report . Following blockchain’s meteoric ascent to relevance in the second half of 2017, many predicted that blockchain, the technology underlying bitcoin, would spur massive...
TSX-Listed Cannabis Issuers Creatively Preserve U.S. Opportunities
May 21, 2019 – The following article was originally published in our 2019 Canadian Capital Markets Report . Read the complete report . While cannabis legalization in Canada captured international headlines in 2018, many cannabis issuers continued to pursue business opportunities in the competitive and vastly...
Cannabis Industry Continues to Roll
May 21, 2019 – The following article was originally published in our 2019 Canadian Capital Markets Report . Read the complete report . The cannabis industry has been one of Canada’s most talked-about sectors over the past 24 months, headlined by a handful of significant M&A transactions and cross-border...
2019 Canadian Capital Markets Report
May 21, 2019 – The year 2018 witnessed ongoing volatility in global markets, fuelled by geopolitical uncertainty, rising trade tensions and slowing world economies. In Canada, emerging market sectors continued to gain steam, most notably the cannabis industry, which experienced a dramatic uptick in investment...
CSA Proposes New At-the-Market Distribution Regime
May 16, 2019 – The Canadian Securities Administrators (CSA) recently published a notice and request for comment that proposes amendments (Proposed Amendments) to Part 9 of National Instrument 44-102 Shelf Distributions (NI 44-102). The Proposed Amendments, when adopted, will provide a new regime for issuers...
May 10, 2019 – In a significant departure from past practice, Health Canada will now require prospective applicants for cannabis cultivation, processing or medical sales licences to have fully built regulatory-compliant facilities before it will review and process their licence applications. Health Canada...
Significant Amendments to CBCA Proposed in 2019 Federal Budget
Apr. 24, 2019 – The 2019 federal budget, announced on March 19, 2019, includes significant proposed changes to the Canada Business Corporations Act (CBCA). The proposed amendments include: codification of key elements of the 2008 decision of the Supreme Court of Canada (SCC) in BCE Inc. v 1976...
TSX Launches Sandbox Initiative for Issuers That Do Not Satisfy Standard Listing Conditions
Apr. 17, 2019 – In its April 12, 2019 Staff Notice (2019-0002), the Toronto Stock Exchange (TSX) announced a framework to govern the exercise of its discretion to accept listing applications that do not satisfy the TSX’s listing conditions. The guidance in Staff Notice 2019-0002 covers both initial applications...
2019 Federal Budget: Tax Highlights
Mar. 19, 2019 – Budget 2019 is the last federal budget of the current Liberal government before the upcoming federal election in October 2019. Tax-related measures are intended to advance the government’s stated priority of creating a fair tax system. Proposals include changes to the employee stock option rules,...
New SEC Rule Mandates Disclosure of Hedging Policies of SEC Registrants
Mar. 05, 2019 – A new rule of the U.S. Securities and Exchange Commission (SEC) will become effective on March 8, 2019, which will require SEC registrants (other than foreign private issuers) to disclose in their proxy or information statements any practices and policies regarding the ability of their employees,...
Davies Lawyers Unrivalled in Chambers Global 2019
Feb. 19, 2019 – Chambers and Partners has once again recognized Davies as a top Canadian law firm in the 2019 edition of Chambers Global: The World’s Leading Lawyers for Business . This year’s guide recognizes 39 Davies lawyers with 45 rankings, including 16 lawyers ranked Band 1 – more than any other law firm...
Richard Fridman Discusses Outlook for Mining Sector in 2019
Feb. 05, 2019 – Davies partner Richard Fridman recently spoke with Mergermarket to share his insights into M&A and IPO activity in the mining industry and what we can expect to see in 2019. Noting that these are “tumultuous times” for the mining sector, Richard reflects on how the current environment will...
OSC Announces Stakeholder Consultation on Burden Reduction
Jan. 16, 2019 – The Ontario Securities Commission (OSC) recently published OSC Staff Notice 11-784: Burden Reduction (OSC Staff Notice 11-784), seeking input from stakeholders on ways to reduce regulatory burden for issuers, registrants, investors and other market participants. OSC Staff Notice 11-784 is the...
Hemp-Derived CBD: United States Liberalizes Regulation
Dec. 13, 2018 – While much of the focus recently has been on Canada’s recreational cannabis industry, the United States has made a progressive move of its own, approving legislation that will remove industrial hemp from the definition of “marihuana” under the federal Controlled Substances Act (CSA). The 2018 ...
Davies Welcomes New Partner Aaron Atkinson
Dec. 03, 2018 – Davies is pleased to announce that Aaron Atkinson has joined Davies as a partner in our Toronto office. Aaron brings nearly 20 years of experience advising clients across industry sectors in domestic and cross-border M&A transactions, corporate finance, capital markets and securities, and...
Proposed Regulations Would Implement U.S. Interest Stripping Rules After Tax Reform
Nov. 29, 2018 – As we have noted previously , the Tax Cuts and Jobs Act of 2017 dramatically changed the limitation on the deductibility of interest expense under section 163(j). 1 Under the revised provision, the limitation applies to all taxpayers (not just to corporations) and to business interest paid to...
Canada Gets Go-Ahead for a National Securities Regulator
Nov. 12, 2018 – The Supreme Court of Canada (SCC) has now unanimously ruled on two reference questions from the Government of Québec, holding that the federal government’s second attempt to create a national securities regulator is constitutional. Key Takeaways The proposed cooperative pan-Canadian...
Oct. 15, 2018 – The Ontario Securities Commission (OSC) recently approved a settlement agreement with eToro (Europe) Limited (eToro), a Cyprus-based brokerage firm that operates an online cryptocurrency and stock trading platform, imposing over C$2.8 million in penalties on eToro for violating registration and...
Ontario Releases Framework for Private Retail Cannabis Sales
Sept. 28, 2018 – With less than three weeks before cannabis becomes legal for adult use in Canada, Ontario has finally tabled its approach to retail distribution. Among the myriad aspects of the recreational cannabis industry left to the discretion of the provinces, retail distribution may have the largest impact...
Patricia Olasker Quoted in Wall Street Journal About Cannabis Stock Craze
Sept. 25, 2018 – Davies partner Patricia Olasker spoke recently with the Wall Street Journal about the ongoing cannabis stock craze being fuelled by entrepreneurs and investors rushing headlong into the nascent industry, in what some are likening to the late 1990s dot-com bubble and the recent bitcoin mania. ...
Securities Regulators Seek to Address Inconsistencies in Disclosure of Non-GAAP Financial Measures
Sept. 10, 2018 – Over the past few years, the Canadian Securities Administrators (CSA) has increasingly scrutinized the public disclosure of numerical measures of financial performance that are not specified, defined or determined under an issuer’s GAAP (non-GAAP financial measures). In November 2003, the CSA...
Sept. 06, 2018 – Early in 2018, lenders and their counsel were surprised and alarmed by the Ontario Superior Court of Justice decision in Solar Power Network Inc. v ClearFlow Energy Finance Corp. , which threatened to disrupt a long-established consensus that section 4 of the Canadian federal Interest Act no...
Davies Partners Featured in Who’s Who Legal: Capital Markets 2018
Aug. 24, 2018 – The 2018 edition of Who’s Who Legal: Capital Markets has included six Davies partners among the world’s leading lawyers in the field: William Ainley Mindy Gilbert Shawn McReynolds Vincent Mercier Patricia Olasker Jay Swartz Davies’ capital markets specialists...
The Green Rush: The Cannabis Industry Rolls On
Aug. 03, 2018 – On October 17, 2018, the Canadian recreational cannabis market will open under a patchwork of federal and provincial legislation. With just over two months before legalization, the Canadian cannabis industry continues to evolve and grow at an unprecedented pace. We highlight significant...
Robin Upshall Appointed to OSC’s Continuous Disclosure Advisory Committee
July 05, 2018 – Davies partner Robin Upshall has been selected to serve a two-year term on the Continuous Disclosure Advisory Committee (CDAC) of the Ontario Securities Commission (OSC). A partner in the Capital Markets & Securities, Mergers & Acquisitions, and Corporate practices, Robin has extensive...
CSA Offers Tips for Token Offerings: Direction or Deterrence?
June 28, 2018 – The Canadian Securities Administrators (CSA) has published CSA Staff Notice 46-308 – Securities Law Implications for Offerings of Tokens ( 2018 Notice ). Released on June 11, 2018, it provides some long-awaited clarity on the CSA’s view on token offerings, commonly known as initial coin...
Warning to Public Companies: Just Because You’re Right Doesn’t Mean It’s Not a Misrepresentation
May 31, 2018 – In a decision that will surprise public company executives and advisers, an Ontario court held that a public company that declined to disclose a consultant’s opinion because it honestly believed the consultant was wrong – and the company later turned out to be correct – might nonetheless be liable...
Iconic Canadian Investment Firm Jarislowsky, Fraser Limited Sold to Scotiabank
May 11, 2018 – Davies acted for Stephen A. Jarislowsky and S.A. Jarislowsky Investments Inc., the principal shareholders of JFL, in the $1-billion sale of JFL, a leading independent investment firm with approximately $40 billion in assets under management, to Scotiabank. The transaction was completed on May 1,...
New Rules for Custody of Client Assets in Force Soon
May 10, 2018 – Last summer, the Canadian Securities Administrators (CSA) published the final version of the amendments to registrants’ obligations with respect to the custody of client assets, among other changes, under National Instrument 31-103, Registration Requirements, Exemptions and Ongoing Registrant...
Peter Hong and Patricia Olasker Speak to Lexpert About the Evolution of SPACs
May 07, 2018 – In an article published in the Report on Business/Lexpert Special Edition Canada’s Leading Corporate Lawyers , Davies partners Peter Hong and Patricia Olasker discuss the role of special purpose acquisition corporations (SPACs) in the Canadian investment landscape. According to Peter, the...
Apr. 13, 2018 – On April 12, 2018, the Canadian Securities Administrators (CSA) published Staff Notice 61-303 and Request for Comment – Soliciting Dealer Arrangements (the Notice) outlining issues identified by staff in respect of the use of soliciting dealer arrangements in proxy contests and corporate...
SEC Rulemaking Developments in 2017
Apr. 12, 2018 – Within the first hundred days of taking office, President Trump reiterated his commitment to scaling back existing financial regulations. In February 2017, President Trump signed into law Congress’s repeal of the extractive industry transparency rules adopted by the U.S. Securities and Exchange...
FAST Act Modernization and Simplification of Regulation S-K
Apr. 12, 2018 – Securities disclosure requirements in the United States are complex, and compliance can be a challenge. Compliance with Regulation S-K, which contains requirements applicable to the content of the non-financial statement portions of certain registration statements, annual reports and other ...
SEC Filings Must Include Hyperlinks to Exhibits and Be in HTML Format
Apr. 12, 2018 – New rules of the U.S. Securities and Exchange Commission (SEC) that require exhibits to be hyperlinked in most SEC filings became effective on September 1, 2017. Under the new rules, registrants that are filing a registration statement or current report that is subject to the exhibit...
Inline XBRL Filing of Tagged Data
Apr. 12, 2018 – A company that prepares its financial statements in accordance with U.S. generally accepted accounting principles (GAAP) or International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and files with the U.S. Securities and Exchange Commission (SEC)...
SEC Guidance on Pay Ratio Disclosure
Apr. 12, 2018 – On September 21, 2017, the U.S. Securities and Exchange Commission (SEC) adopted interpretive guidance to assist domestic reporting companies in their efforts to comply with the pay ratio disclosure required by item 402 of Regulation S-K under the Securities Act of 1933 , as amended. On the same...
SEC Approves an NYSE Rule Amendment Prohibiting Release of Material News After Market Close
Apr. 12, 2018 – On December 4, 2017, the U.S. Securities and Exchange Commission (SEC) approved a New York Stock Exchange (NYSE) rule amendment – revised Rule 202. 06 – prohibiting NYSE-listed companies from releasing material news after the NYSE’s official trading closing time (NYSE Closing Time) until the...
Canadian Securities Regulators Report on Climate Disclosure
Apr. 06, 2018 – Following on the heels of the recommendations of the Financial Stability Board’s Task Force on Climate-Related Disclosures (Task Force), the Canadian Securities Administrators (CSA) has published its Report on Climate change-related Disclosure Project . The CSA reviewed mandatory and voluntary...
Apr. 06, 2018 – While the Canadian capital markets were volatile in 2017, market activity in the Canadian cannabis sector has achieved unprecedented highs. The $245-million investment by Constellation Brands, a NYSE-listed producer of beer, wine and spirits, in TSX-listed Canopy Growth in the fall of 2017...
Apr. 02, 2018 – In an article published on Tuesday in The Globe and Mail (available to subscribers), Davies partner Patricia Olasker spoke about the lasting impact that the Aurora/CanniMed decision is expected to have on hostile takeover bids in all industries, particularly with respect to the use of...
CSA to Pursue Six Initiatives to Cut “Red Tape” for Reporting Issuers
Mar. 28, 2018 – The Canadian Securities Administrators (CSA) will be initiating six policy projects aimed at reducing regulatory burdens for non-investment fund reporting issuers. The projects include: reviewing potential alternative prospectus models; facilitating at-the-market (ATM) offerings; ...
Weed Wars Part III: The Joint Actor Issue
Mar. 23, 2018 – In the recently released joint reasons of the Ontario and Saskatchewan securities commissions in In the Matter of Aurora Cannabis Inc. in respect of the unsolicited takeover bid by Aurora Cannabis Inc. for all the shares of CanniMed Therapeutics Inc., the commissions considered when a bidder and...
Patricia Olasker Discusses Regulators’ Reasons in Aurora/CanniMed Decision in National Post Article
Mar. 23, 2018 – In an article published on Wednesday in the National Post , Davies partner Patricia Olasker discusses the highly anticipated reasons that were released by the Ontario and Saskatchewan securities commissions in the Aurora Cannabis Inc. /CanniMed Therapeutics Inc. hostile takeover. Patricia...
Weed Wars Part II: Tactical Poison Pills and Lock-up Agreements in Hostile Bids
Mar. 20, 2018 – The Ontario and Saskatchewan securities commissions recently released joint reasons in In the Matter of Aurora Cannabis Inc. in respect of the unsolicited takeover bid by Aurora Cannabis Inc. for all the shares of CanniMed Therapeutics Inc. and CanniMed’s adoption of a shareholder rights plan...
Davies’ 2018 Corporate/Securities Law Moot
Mar. 12, 2018 – This past weekend in Toronto, 11 law schools from across Canada participated in Davies’ 28th annual Corporate/Securities Law Moot. The moot provides an opportunity for top students from Canadian law schools to debate current legal issues in corporate and securities law. Prizes went to the...
Demystifying Crypto in Canada: Will 2018 Be the Year of Blockchain?
Mar. 07, 2018 – The year 2017 was one of tremendous growth for blockchain, as the technology underlying Bitcoin gained attention from mainstream media outlets, financial institutions, investment funds and securities regulators across the globe. Blockchain’s rise to prominence was led by an interest in...
Mar. 07, 2018 – In an article about the Canadian mining industry published in the 2017/2018 Lexpert Special Edition on Global Mining (included in the March 3 edition of The Globe and Mail ), Davies partner Melanie Shishler spoke about the challenges faced by mining companies in financing projects in Ontario. ...
2018 Federal Budget: Tax Highlights
Feb. 27, 2018 – As anticipated, today’s federal budget (Budget 2018) focuses on a few targeted areas, including the taxation of passive investments made by private corporations, and does not contain any measures in response to the enactment of tax reform in the United States or relating to the OECD BEPS...
Davies Lawyers Peerless in Chambers Global 2018
Feb. 16, 2018 – Davies’ status as a leading Canadian law firm has once again been confirmed by Chambers and Partners in its annual publication Chambers Global: The World’s Leading Lawyers for Business . The 2018 edition of the guide recognizes 40 Davies lawyers with 46 rankings, including 15 lawyers ranked Band...
Interest Disclosure under Section 4 of the Interest Act: The Ghost Is Clanking Its Chains Again
Feb. 09, 2018 – Section 4 of the Canadian federal Interest Act , an interest disclosure provision first enacted in 1897 and surviving almost unchanged today, has been of little concern to lenders for the past quarter-century. A series of judicial decisions in the early 1990s seemed to have limited its scope so...
Feb. 02, 2018 – As noted in our bulletin TSX Amends Disclosure Requirements , effective April 1, 2018, TSX-listed issuers other than Eligible Interlisted Issuers, Eligible International Interlisted Issuers and Non-Corporate Issuers will be required to have posted to their publicly accessible website current...
Feb. 02, 2018 – Speaking to the Financial Post , Davies partner Patricia Olasker discussed the issues the legal and financial community hopes will be addressed in the written reasons behind the Ontario and Saskatchewan securities commissions’ December 22 order blocking CanniMed’s poison pill. Patricia noted...
Poonam Puri Appointed to Ontario Securities Commission
Jan. 29, 2018 – Davies affiliated scholar Poonam Puri has been appointed to the Ontario Securities Commission (OSC) for a two-year term. Poonam is a respected scholar and commentator on issues of corporate governance, corporate law, securities law and financial regulation. For the past 20 years, she has been a...
Weed Wars: Securities Commissions Weigh In on Aurora/CanniMed Hostile Bid
Jan. 03, 2018 – After a joint hearing in mid-December, the Ontario and Saskatchewan securities commissions released identical orders in respect of the unsolicited take-over bid by Aurora Cannabis Inc. for the issued and outstanding common shares of CanniMed Therapeutics Inc. and CanniMed’s use of a shareholder...
Republicans Poised to Enact Transformative U.S. Federal Tax Reform
Dec. 19, 2017 – Congressional Republicans are on the cusp of enacting transformative U.S. federal tax reform and getting a bill on President Trump’s desk for signature, likely by the end of this week. U.S. tax reform of the type described below can have significant U.S. tax consequences for businesses and...
Davies Recognized as “Truly Outstanding” in The Legal 500 Canada
Nov. 30, 2017 – The 2018 edition of The Legal 500 Canada has recognized Davies for its “vast and valuable experience” and “peerless market knowledge,” with rankings in 13 categories, including Tier 1 rankings in the following: Capital Markets Competition and Antitrust Corporate and M&A ...
Rob Murphy Talks to The Lawyer’s Daily About Concerns over the CSA’s “Regulatory Sandbox”
Nov. 27, 2017 – In an article published in The Lawyer’s Daily , Davies partner Rob Murphy discusses concerns surrounding the decisions to grant exemptive relief to Montréal-based Impak Finance Inc. and Toronto-based TokenFunder Inc. to allow them to launch initial coin offerings (ICOs). The exemptions were...
Investment Considerations for the Cannabis Industry: Spotting the Red Flags
Nov. 22, 2017 – The recent $245-million investment by Constellation Brands, a NYSE-listed producer of beer, wine and spirits, in TSX-listed Canopy Growth focused attention across North America on the Canadian cannabis industry. The announcement of the approximately 9.9% investment on October 30, 2017 drove Canopy...
Québec Releases Framework for Recreational Cannabis
Nov. 21, 2017 – The Canadian government is going full steam ahead with its plans to legalize cannabis for recreational purposes in July 2018, but it has left some of the toughest decisions relating to the sale, distribution, cultivation and promotion of cannabis to the provinces and territories. As a result, a...
House Republicans Moving Forward on U.S. Tax Reform
Nov. 03, 2017 – After many promises and surprising secrecy, House Republicans took a significant step toward enacting transformative federal tax legislation on November 2, 2017. The House Republicans released a bill titled the “Tax Cuts and Jobs Act” (Act), which adopts many of the principles set forth in the...
OSC Invites TokenFunder to Play in the CSA Sandbox
Oct. 26, 2017 – Earlier this month, the Ontario Securities Commission (OSC) released its decision to grant exemptive relief from applicable Canadian registration requirements to Token Funder Inc. (TokenFunder) for the launch of its initial offering of FNDR tokens. By blessing the upcoming offering by TokenFunder...
Forty-nine Davies Lawyers Recognized in Who’s Who Legal: Canada
Oct. 24, 2017 – Law Business Research’s Who’s Who Legal: Canada 2017 names 49 Davies partners as leading lawyers, including eight Most Highly Regarded practitioners, across 18 different practice areas. Who’s Who Legal nominees are selected on the basis of comprehensive, independent surveys conducted among...
TSX Amends Disclosure Requirements
Oct. 23, 2017 – The Toronto Stock Exchange (TSX) has adopted amendments to the TSX Company Manual that require listed issuers to post certain corporate governance documents on their websites and alter, in certain respects, the disclosure relating to security based compensation arrangements required to be...
Thirty-eight Davies Partners Recognized in the IFLR1000 Financial and Corporate 2018 Guide
Oct. 17, 2017 – Davies’ market leadership and expertise in financial and corporate law is reaffirmed in the 2018 edition of IFLR1000 , with 28 of our lawyers recognized as industry leaders, including one Market Leader, 18 Highly Regarded practitioners, six Rising Stars and thirteen Notable Practitioners across...
Geoffrey Rawle, Zain Rizvi Referenced in Financial Post Article About Bitcoin
Sept. 22, 2017 – Davies lawyers Geoffrey Rawle and Zain Rizvi ’s recent client communication on the Canadian Securities Administrators’ (CSA) approach to cryptocurrency offerings is referenced in a recent Financial Post article. The Post’s article discusses the strength of the CSA’s directive and quotes Geoff...
Cooling the Blockchain Boom: CSA Staff Narrow the Path for Cryptocurrency Offerings
Sept. 07, 2017 – Cryptocurrency users take note – Canadian securities laws may apply, and regulators are paying attention. On August 24, 2017, the Canadian Securities Administrators released strong guidance on how securities regulators will view and regulate cryptocurrency offerings, also known as initial coin or...
Aug. 15, 2017 – The OSC’s 2017 regulatory enforcement proceedings against Home Capital Group Inc. (TSX:HCG) and three of its executives were the result of a lengthy, extensive and highly confidential investigation. If the OSC decided to target your company, would your team know what to do? A version of this...
Boards Beware: Regulators Actively Monitoring Related Party Transactions
July 31, 2017 – On July 27, 2017, staff of the Ontario, Québec, Alberta, Manitoba and New Brunswick securities regulatory authorities offered guidance on the role of boards and special committees and on their process and disclosure obligations in conflict of interest transactions. 1 The Notice is helpful in that...
Patricia Olasker Quoted in Lexpert About the OSC’s Eco Oro Decision
July 31, 2017 – Davies partner Patricia Olasker was quoted in a Lexpert article about the Ontario Securities Commission’s (OSC’s) decision that found Eco Oro Minerals Corporation was using questionable tactics in blocking a proxy challenge. Patricia, who has written on this topic , told Lexpert that the...
July 28, 2017 – This week the U.S. Securities and Exchange Commission (SEC) published an investigative report 1 confirming what many in the blockchain industry had long anticipated: depending on the facts, the offer and sale of blockchain tokens pursuant to an initial coin offering (ICO) “may be” subject to...
SEC Expands the Use of Confidential Submissions of Draft Registration Statements
July 20, 2017 – The staff of the U.S. Securities and Exchange Commission (SEC) recently began accepting from all issuers confidential submissions of draft registration statements for review by the SEC staff in certain cases. Before this policy change, under the Jumpstart Our Business Startups Act of 2012 ...
Canada’s Top Court Rules on Personal Liability of Directors for Oppression
July 18, 2017 – On July 13, 2017, the Supreme Court of Canada issued its decision in Wilson v. Alharayeri ( Alharayeri ). The decision sounds an important cautionary note to directors concerning the potential consequences of engaging in conduct that is improper or defeats the reasonable expectations of...
Second Opinions Still the Exception
July 11, 2017 – In an article published in Listed Magazine , Patricia Olasker and Poonam Puri discuss the impact of the Yukon court’s ruling on fairness opinions and trends that have become evident since the court’s decision. Patricia and Poonam point out that since the court’s decision, there have been...
July 05, 2017 – The Ontario Securities Commission’s (OSC) reasons in In the Matter of Eco Oro Minerals Corp. were recently released, providing important guidance regarding private placements of voting securities in the context of proxy contests and articulating the OSC’s views on the public interest in...
PSP Investments Announces Strategic Initiatives with Pattern Energy
July 04, 2017 – Davies represented the Public Sector Pension Investment Board (PSP Investments), one of Canada’s largest pension investment managers, in a series of transactions with Pattern Energy Group Inc. (PEGI). PEGI is an independent power company, listed on the Nasdaq Global Select Market and Toronto Stock...
Financial Stability Board Task Force on Climate-Related Disclosures Releases Final Report
June 29, 2017 – On June 29, 2017, the Financial Stability Board’s Task Force on Climate-Related Disclosures (TFCD) released the report containing its final recommendations . The report provides guidance to assist public companies in more effectively satisfying existing climate-related disclosure requirements. ...
New Deal Rules Don’t Shake the Industry, Bringing Little Change in the Number of Hostile Bids
May 18, 2017 – The Financial Post recently published an article outlining findings in a report by Davies affiliated scholar Poonam Puri and Kingsdale’s Hooman Tabesh about the effect of the CSA’s takeover bid rules enacted in May 2016. Poonam and Hooman analyzed the number of deals that became hostile in...
Davies Earns Top Marks in The Canadian Legal Lexpert Directory 2017
May 05, 2017 – The Canadian Legal Lexpert Directory 2017 has recognized 91 Davies lawyers as leading practitioners, with 33 achieving the highest ranking of Most Frequently Recommended in at least one area of specialization. Our firm is also recognized as Most Frequently Recommended in 16 practice areas. ...
Mar. 31, 2017 – History was made yesterday when the shareholders of Toronto-Dominion Bank (TD Bank) narrowly approved a shareholder proposal asking the board of directors to take the necessary steps to adopt a “proxy access” bylaw. The proposal, which mirrors another proposal submitted by the same shareholder to...
SEC Adopts Final Rule Shortening Settlement Cycle to T+2
Mar. 28, 2017 – On March 22, 2017, the U.S. Securities and Exchange Commission (SEC) adopted a final rule amending Rule 15c6-1(a) under the U.S. Securities Exchange Act of 1934 to shorten the standard settlement cycle from three to two business days (i.e., from T+3 to T+2) for most broker-dealer securities...
2017 Federal Budget: Tax Highlights
Mar. 22, 2017 – The Liberal government’s second budget (Budget 2017) comes during a period of exceptional global political and economic uncertainty. Of particular importance from a Canadian economic and tax policy perspective is the uncertainty about how the Trump administration’s agenda will unfold in the coming...
Public Company Disclosure in the Age of Social Media: A Canadian Perspective
Mar. 14, 2017 – Could your company ’ s next tweet or post violate Canadian securities rules? The answer may be yes, according to a Canadian Securities Administrators (CSA) report on a review of social media practices conducted by the regulatory authorities in Alberta, Ontario and Québec. Businesses are...
Davies Welcomes William B. Rosenberg
Mar. 06, 2017 – William B. Rosenberg has joined Davies as a partner based in our Montréal office. Mr. Rosenberg will continue advising clients, both in Canada and internationally, on mergers and acquisitions, private equity and corporate finance. “William’s reputation as a leading practitioner, including his...
InterOil Take 2: Yukon Court Doubles Down on Requirement for Fixed-Fee Financial Adviser Engagements
Mar. 03, 2017 – On February 20, 2017, the Yukon Supreme Court approved ExxonMobil Corporation’s second attempt to acquire InterOil Corporation through a plan of arrangement. This is the second iteration of the acquisition transaction following the Yukon Court of Appeal ’ s rejection of the initial transaction...
Québec Announces Tax Relief for Individuals Holding Interests in Public Corporations
Feb. 24, 2017 – On February 21, 2017, Québec’s Ministère des Finances released Information Bulletin 2017-3 announcing tax measures (i) to increase the deduction for stock options of publicly traded large businesses; (ii) to extend, to all sectors of activity, tax relief for the transfer of family businesses; and...
SEC Rulemaking Developments 2016
Feb. 16, 2017 – The U.S. Securities and Exchange Commission (SEC) had a busy rulemaking year in 2016. As part of its Disclosure Effectiveness Initiative launched at the end of 2013, the SEC continued to propose and adopt rules that are intended to improve and modernize the disclosure requirements for reporting...
Jan. 25, 2017 – Davies partner Patricia Olasker was recently quoted in a Lexpert.ca article about the implications of the Yukon Court of Appeal decision in InterOil Corp. v. Mulacek to block Exxon Mobil’s $2.3-billion takeover bid of InterOil Corp. The decision raises questions about established Canadian...
If Pills Are Out, Are Private Placements In?
Jan. 12, 2017 – Canada’s new takeover bid regime got its first serious test with Hecla Mining’s attempted hostile takeover of Dolly Varden Silver. Under the new takeover bid rules, poison pills as a bid defence may soon be a thing of the past, to be replaced by private placements as the defensive tactic of choice...
Yukon Appeal Court’s InterOil Decision Based on Cold, Hard and Questionable Facts
Dec. 02, 2016 – Background A recent court decision from the Yukon has grabbed the attention of financial advisers and mergers and acquisition practitioners, raising questions about established market practices in M&A transactions, particularly with respect to fairness opinions. In a decision rendered on...
Dec. 02, 2016 – On November 25, 2016, the Autorité des marchés financiers (AMF) published draft regulation titled Regulation respecting Real Estate Prospectus and Registration Exemptions (draft Regulation). The draft Regulation sets out a framework for certain types of real estate projects, including...
Davies Recognized as “Simply Elite” in The Legal 500 Canada
Nov. 11, 2016 – The 2017 edition of The Legal 500 Canada has recognized Davies for its “simply elite” lawyers and “client-focused team players” with rankings in 14 categories, including Tier 1 rankings in the following: Capital Markets Competition and Antitrust Corporate and M&A Dispute...
Fortis Completes Acquisition of ITC for US$11.3 Billion
Oct. 14, 2016 – Davies advised Fortis Inc. in its US$11.3-billion acquisition of ITC Holdings Corp., the largest independent electric transmission company in the United States. This transformative transaction, structured as a cash and share exchange merger, made Fortis a top-15 North American utility. In...
Davies Acts for Leading Financial Institutions on the Air Canada Refinancing
Oct. 13, 2016 – Davies acted for a group of leading financial institutions in connection with the $1. 25-billion refinancing of Air Canada. The group included TD Securities Inc., as representative of the initial purchasers of $200 million of Air Canada’s 4. 75% senior secured notes due 2023, and JPMorgan Chase...
FinCen Extends Required Disclosures of High-End Real Estate Transactions to New Jurisdictions
Aug. 03, 2016 – In an e-communication dated February 4, 2016 ( New Disclosures Required in High-End Residential Real Estate Transactions in Manhattan and Miami ), we reported that the Financial Crimes Enforcement Network (FinCen) of the U.S. Treasury Department had established a temporary program that...
United States Proposes Further Limits on Spinoffs
July 19, 2016 – Spinoffs or split-offs are commonly sought by shareholder activists of public companies to increase shareholder value. Such proposals assume the tax-free nature of the transaction, because a taxable transaction could involve tax to both the distributing corporation (Distributing) and its...
United States Joins Canada and European Union in Adopting Transparency Rules
June 29, 2016 – In line with a global trend for greater transparency of payments made by companies in extractive industries to governments of resource-rich countries, the United States has joined Canada and the European Union in adopting “publish what you pay” rules for such companies. These rules are aimed...
Davies and 84 of the Firm’s Lawyers Highly Ranked in The Canadian Legal Lexpert Directory 2016
June 23, 2016 – The Canadian Legal Lexpert Directory 2016 has profiled 84 Davies lawyers as leading practitioners, with 32 achieving the highest ranking of Most Frequently Recommended in at least one area of specialization. The firm is also recognized as Most Frequently Recommended in the following eight...
Closing the Loop: Voluntary Meeting Vote Reconciliation Protocols Proposed for 2017 Proxy Season
May 02, 2016 – The Canadian Securities Administrators (CSA), in aiming to improve the accuracy, reliability and accountability of the system by which votes are counted at shareholders’ meetings, has proposed and is seeking comment on a set of voluntary meeting vote reconciliation protocols. Four protocols are...
Apr. 29, 2016 – A Financial Post article regarding the Ontario Securities Commission ’ s written reasons why it denied Catalyst Capital Group Inc.’ s application to delay a shareholders ’ vote on Corus Entertainment ’ s proposed acquisition of Shaw Media quotes Davies ’ publication on the matter .
Apr. 26, 2016 – On April 25, 2016, the Ontario Securities Commission released its reasons for decision In the Matter of an Application by The Catalyst Capital Group Inc. As this is the first case in which the Commission has denied standing to a party to commence an application under the “public interest” ...
10 Questions with Patricia Olasker – The Activist Report
Apr. 12, 2016 – In an interview with 13D Monitor’s The Activist Report , Davies partner Patricia Olasker discusses Canadian shareholder activism and corporate governance issues. The wide-ranging conversation covers the advantages and disadvantages of activism in Canada, universal proxies, the controversy over...
IRS Issues Tough New Anti-Inversion Regulations
Apr. 11, 2016 – The U.S. Treasury Department and the Internal Revenue Service (IRS) recently took a major step forward in their fight against inversion transactions by releasing an extensive package of new temporary regulations under section 7874 of the Internal Revenue Code. The new rules will affect pending...
IRS Proposes Broad Limit on Intercompany Debt
Apr. 08, 2016 – The Internal Revenue Service has proposed new regulations that would generally treat intercompany indebtedness in corporate groups with 80% common ownership as equity for U.S. tax purposes. The new restrictions are proposed to be effective for any indebtedness issued on or after April 4, 2016,...
Is Canada’s Plan for a Single Securities Regulator on the Ropes? – Lexpert
Mar. 31, 2016 – In a Lexpert article examining whether the Canadian government is still moving ahead with the formation of a cooperative capital markets regulator , Davies partner Patricia Olasker expresses concerns about the decision to import into the proposed legislation British Columbia’s approach to...
Shareholder Engagement – ICD Provides Guidance for Canadian Companies
Mar. 10, 2016 – On March 7, 2016, the Institute of Corporate Directors (ICD), a not-for-profit director association consisting of more than 10,000 members across Canada, published guidance to help boards of Canadian public companies develop a shareholder engagement approach to corporate governance. Recent...
Canadian Securities Regulators Adopt Changes to Early Warning Rules
Feb. 26, 2016 – The Canadian Securities Administrators (CSA) announced yesterday the adoption of amendments to the early warning rules. The CSA received extensive comments from market participants and industry groups in response to the original proposals, which had been published in March 2013. In response...
Take-over Bid Code Reset: 50-10-105
Feb. 25, 2016 – The Canadian Securities Administrators (CSA) have announced today the final adoption of previously proposed amendments to Canada ’ s take-over bid regime. The new rules are designed to shift the balance of power between target boards and shareholders by extending the minimum bid period to 105...
SEC Rulemaking Developments in 2015
Feb. 22, 2016 – The U.S. Securities and Exchange Commission (SEC) had a busy rulemaking year in 2015. Consistent with the reforms that began in 2012 with the Jumpstart Our Business Startups Act , Congress and the SEC continued their push to improve access to capital across the spectrum of issuers – from small...
Fortis Enters into Agreement to Acquire ITC for US$11.3 Billion
Feb. 09, 2016 – Davies acted for Fortis Inc. in connection with its US$11.3-billion acquisition of ITC Holdings Corp., the largest independent electric transmission company in the United States. Fortis is a leader in the North American electric and gas utility business, serving more than three million customers...
Too Much Market Power in Capital Markets Act – Financial Post, National Post
Jan. 20, 2016 – In an opinion piece in the Financial Post , Davies Partners Patricia Olasker and Mindy Gilbert detail their concerns with the proposed Capital Markets Act . Olasker and Gilbert urge Canada ’ s business and legal communities to “ pay close attention to the Capital Markets Act , ” which ...
Jan. 14, 2016 – Davies partner David Wilson is quoted in a Globe and Mail article that examines concerns with proposed regulations that would govern how companies can raise money outside of Canada . The article notes that some of Canada ’ s largest institutional investors say the new regulations “would...
Jan. 08, 2016 – Davies partner Richard Fridman is quoted in a Financial Post article that examines proposed changes to the workings of takeover bids. Fridman notes that the Canadian Securities Administrators ’ proposed 120-day takeover period represents “ a change in the paradigm by Canadian...
U.S. Tax Extenders Make Major Revisions to FIRPTA and REIT Rules
Dec. 21, 2015 – With the end of the year looming, both houses of the U.S. Congress approved, and President Obama signed, the Protecting Americans from Tax Hikes Act of 2015 (PATH Act). Nestled among the PATH Act’s numerous “extenders” – provisions that extend favourable tax provisions that would otherwise...
Inversion Transactions: IRS Says More Regulations Are Coming
Nov. 25, 2015 – The IRS, in continuing to respond to pressures from Congress and President Obama, issued Notice 2015-79 (Notice) on November 19, 2015, which further restricts so-called inversion transactions under Section 7874 of the Internal Revenue Code. According to the Notice, regulations will be issued...
Debate over Majority Voting Issues Draws National Media Attention
Nov. 16, 2015 – In articles published in The Globe and Mail and National Post , Davies partner Jennifer Longhurst comments on the controversies around “exceptional circumstances” and “enhanced quorums” in majority voting policies adopted by Canadian issuers under the TSX ’ s majority voting...
Davies Recognized as “Simply the Best” in The Legal 500 Canada
Oct. 21, 2015 – The 2016 edition of The Legal 500 Canada has recognized Davies for its “world-class lawyers” and “excellent service levels” with rankings in 14 categories, including Tier 1 rankings in the following: Capital markets Competition and antitrust Corporate and M&A Dispute...
Davies Honoured with Corporate Team of the Year at the Inaugural Chambers Canada Awards
Oct. 01, 2015 – Davies was recognized with Corporate Team of the Year at the inaugural Chambers Canada Awards. The firm was also shortlisted for Competition Team of the Year, Tax Team of the Year and Dispute Resolution Team of the Year. The Chambers Canada Awards were presented on October 1, 2015, at Malaparte,...
Davies Honoured at The American Lawyer’s 2015 Global Legal Awards Gala
Sept. 29, 2015 – Last night, at The American Lawyer ’s 2015 Global Legal Awards gala in New York City, Davies was honoured for the firm’s role in the acquisition of Tim Hortons Inc. by Burger King Worldwide, Inc. and the creation of Restaurant Brands International, which was recognized as Global M&A Deal of the...
Sept. 21, 2015 – The multijurisdictional disclosure system (MJDS) permits eligible Canadian issuers to publicly offer securities in the United States by using a prospectus that is prepared principally in accordance with Canadian disclosure requirements. The MJDS also enables these issuers to substantially...
IRS Announces Expanded “No-Rule” Area for Spinoffs
Sept. 16, 2015 – On January 27, 2015, Yahoo Inc. announced its intention to seek an IRS private ruling that would confirm its view that the inclusion of a relatively small active business along with its stake in Alibaba Group Holding Ltd. would meet the “ active business requirement ” for a tax-deferred spinoff...
Davies Recognized by The American Lawyer for Global M&A Deal of the Year: Canada
Aug. 27, 2015 – Davies has been honoured by The American Lawyer ’s 2015 Global Legal Awards for the firm’s role in Burger King Worldwide, Inc.’s acquisition of Tim Hortons Inc. and the creation of Restaurant Brands International, which was recognized as Global M&A Deal of the Year: Canada. Successfully...
June 26, 2015 – September 8, 2015 may go down in history as the “ day the wrappers died ” – for U.S. broker-dealers who sell foreign securities into Canada on a private placement basis, for the Canadian investors who purchase these securities and for the lawyers who advise them. On June 25, 2015, the Canadian...
Davies and 81 of the Firm’s Lawyers Highly Ranked in The Canadian Legal Lexpert Directory 2015
June 26, 2015 – The Canadian Legal Lexpert Directory 2015 profiled 81 Davies lawyers as leading practitioners, with 29 achieving the highest ranking of Most Frequently Recommended in at least one area of specialization. The firm was also recognized as Most Frequently Recommended in the following eight...
Stingray Digital Group Inc. Completes $140-Million Initial Public Offering
June 03, 2015 – Davies acted for Stingray Digital Group Inc. in connection with its initial public offering on the Toronto Stock Exchange (TSX) of an aggregate of 22,400,000 subordinate voting shares and variable voting shares at a price of $6. 25 per share, for total gross proceeds of $140 million. Stingray is...
U.S. Supreme Court’s Opinion on Opinions: They Do Matter
May 11, 2015 – On March 24, 2015, the U.S. Supreme Court issued its decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund 1 regarding an issuer’s liability under Section 11 of the U.S. Securities Act of 1933 (Securities Act) for statements of opinion or belief contained...
Blowing the Whistle on the Whistleblower Program
May 08, 2015 – Davies has submitted a letter to the Ontario Securities Commission (OSC) commenting on Staff’s framework for a proposed Whistleblower Program. The Whistleblower Program would be the first of its kind for Canadian securities regulators and only the second whistleblower program in Canada to offer a...
Apr. 20, 2015 – In Theratechnologies inc v. 121851 Canada inc., 1 the Supreme Court of Canada ruled for the first time on a case involving the new secondary securities market liability regimes. These regimes, which have been adopted in most Canadian provinces, facilitate actions by investors when reporting...
CSA Provides Guidance to Mining Issuers on Investor Presentations Posted to Websites
Apr. 17, 2015 – On April 9, 2015, the Canadian Securities Administrators released Staff Notice 43-309 (the Notice), setting out Staff’s views regarding investor presentations posted to the websites of mining issuers. The Notice provides practical information to assist mining issuers (mostly at the pre-production...
Let’s Meet Halfway: CSA Adopts Amendments to Streamline Venture Issuers’ Disclosure
Apr. 15, 2015 – On April 9, 2015, the Canadian Securities Administrators (CSA) announced the adoption of amendments to continuous disclosure, governance and prospectus disclosure requirements (the Amendments). 1 Most of the Amendments streamline the disclosure requirements for venture issuers and aim to reduce...
50-10-120: A New Code for Hostile Bids
Mar. 31, 2015 – Please note: An updated and more comprehensive discussion of this topic is available in Canadian Securities Regulators Chart New Course for Regulation of Hostile Take-over Bids . The Canadian Securities Administrators (CSA) published today for comment proposed rules to implement previously...
Canadian Government Announces Changes to Foreign Investment Review Regime
Mar. 26, 2015 – On March 25, 2015, the Canadian government announced that it would implement long-awaited changes to Canada’s foreign investment review regime under the Investment Canada Act (ICA). These changes will significantly alter the threshold used in most transactions to determine whether foreign...
To Buy or Not to Buy: Dealing with a Target’s Bonds
Mar. 20, 2015 – When acquiring a Canadian public company, there is no one-size-fits-all approach to dealing with its outstanding bonds. Generally speaking, the decision whether to repurchase the target’s bonds is not entirely within an acquirer’s control. Corporate bonds – whether Canadian or U.S. – typically...
Whopper of a Deal with a Double-Double Take on the Canadian Exchangeable Share Structure
Feb. 25, 2015 – The most talked about Canadian deal of 2014 was Burger King’s acquisition of Tim Hortons. This deal made headlines because of its size, its iconic players and the mark that the combined Canadian company, Restaurant Brands International (now commonly referred to by its ticker symbol QSR), would...
Canadian Regulators Adopt Changes to the Exempt Market Regime
Feb. 20, 2015 – On February 19, 2015, the Canadian Securities Administrators (CSA) announced the adoption of amendments to the following exemptions currently contained in National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106): the accredited investor prospectus exemption (AI Exemption),...
OSC Provides New Guidance on Disclosure Regarding REIT Distributions
Jan. 27, 2015 – The Ontario Securities Commission has conducted a review of the disclosure of selected Real Estate Investment Trusts (REITs), and on January 26, 2015 published OSC Staff Notice 51-724 – Report on Staff’s Review of REIT Distributions Disclosure . The Notice identifies four areas in which the OSC...
Activities of Fund Manager Cause Fund to Be Engaged in U.S. Trade or Business
Jan. 16, 2015 – The United States taxes non-residents on income that is considered “ effectively connected ” to a trade or business carried on in the United States. Canada and most other countries adopt a similar approach. But pursuant to a safe harbour provided in the U.S. Code, trading in stocks and...
Jan. 13, 2015 – The 2015 Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada profiled 27 Davies lawyers and named the firm the leading corporate transactions firm in Toronto. As well, Lexpert ranked the Toronto office at the centre of the bull’s eye for corporate law and corporate transactions...
Discussion Paper: The Quality of the Shareholder Vote in Canada
Oct. 22, 2010 – Reason for the Paper As a firm, we have extensive experience with shareholder meetings. Some of these meetings are routine, others involve proxy battles, the approval of important transactions or votes on governance matters such as shareholder rights plans or stock option plans. Together with...
Apr. 03, 2006 – This paper considers Canadian provincial securities legislation in respect of issuer bids. Particular attention is paid to the exemption that permits issuers to repurchase securities by private agreement without making an offer to all holders and offshore selective buy-backs (where the shareholder...
