Resources

Practice Profile

Securities Litigation

Podcast Series

Corporate Divorce: A Roadmap for Forcing a Shareholder Buy-Out or Wind-Up of a Private Company

While most business relationships start out optimistically and many continue to function well, what happens when the business relationship devolves into shareholder disharmony over management or financial decisions? How can shareholders end a dysfunctional relationship? Do they wind up the company? Force one shareholder to sell the other his or her shares?

In this podcast, Bob Cohen and Jacqueline Wall will discuss:

• What practical alternatives are there to ending the business relationship of shareholders who are not getting along?
• When is a buy-out or corporate wind-up the only practical solution?
• What types of contractual provisions will impact the options available to a disgruntled shareholder?
• What to do if there is no shareholder agreement.
• What is the best strategy to end the shareholder relationship?
• Where a court orders a forced buy-out, how is the value of the shares calculated?
• How do courts consider shareholder misconduct when determining an appropriate remedy to address shareholder disharmony?

This podcast will be of particular interest to shareholders of a private company.

Run Time: 10:09 minutes

When the Regulator Comes Knocking

Now more than ever, there is increased attention being paid to regulatory infraction allegations as well as more scrutiny on the actions of capital market participants. For this reason, it is important to understand the process of a securities or regulatory investigation and how you can best prepare for one.

In this podcast Ellen Bessner and Peter Dunne will discuss:

• Why a matter might be brought to the OSC or SRO’s attention,
• What the process is from investigation to adjudication of a matter, and
• What the potential liabilities are.

This material will be of particular interest to reporting issuers, directors and officers of reporting issuers, and people registered with the Ontario Securities Commission and Self-Regulatory Organizations or SROs, including IIROC and MFDA.

For your further information, we have prepared a chart (download document) that sets out what information compiled by investigators at IIROC or the MFDA you should expect the public to have access to and what information will remain confidential in the event that you have been the subject of a regulatory investigation.

Run Time: 19:09 minutes

New Insider Reporting Regime In Effect April 30, 2010 - Are You Ready?

On April 30, 2010,  National Instrument 55-104 Insider Reporting Requirements and Exemptions (download document) and a related companion policy published by the Canadian Securities Administrators (the "CSA") come into effect. 

These documents establish a new national regime on insider reporting obligations and exemptions aimed at harmonizing and streamlining how insiders report their securities transactions to the public. 

Run Time: 8.45 minutes

Directors' Liability: An Update on the Business Judgment Rule

When dealing with a bid that will change the control of a company, if a board of directors makes a decision that favours the interests of the corporation and its shareholders, will the directors be found liable to stakeholders whose conflicting interests are negatively impacted by the board’s decision?

What if the prospectus approved by the board for an initial public offering contains a misrepresentation? Can the directors rely on the business judgment rule to absolve them of liability to shareholders who suffered a drop in the value of their shares?

In this podcast Jacqueline Wall and Robert Cohen, partners in Cassels Brock’s securities litigation group, discuss recent refinements made to the business judgment rule by the Supreme Court of Canada which have important implications for how a board of directors should approach making business decisions in order to increase the likelihood that the directors will be absolved from liability to shareholders or other stakeholders whose interests conflict with the best interests of the corporation.

Run time 8.3 minutes: