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|Moody’s Provides Guidance on Metal Streaming Transactions|
Patrick Deutscher, Roger Taplin; McCarthy Tétrault LLP;
July 30, 2014, previously published on July 21, 2014On July 17, 2014, Moody’s Investors Service (Moody’s) released a report on metal streaming transactions, in which it discusses the impact of streaming transactions on the credit profiles of mining companies. Generally, Moody’s views metal streaming transactions as a form of equity...
|Pay Me Now: Court of Appeal Delivers Lessons on Fiduciary Duties, the Business Judgment Rule, and Executive Compensation|
Shane C. D'Souza, Robert A. Glasgow, Elder C. Marques; McCarthy Tétrault LLP;
July 30, 2014, previously published on July 28, 2014The business judgment of directors setting executive compensation was front and centre in the Ontario Court of Appeal’s recent decision in Unique Broadband Systems, Inc. (Re), 2014 ONCA 538 (UBS). Although the decision is based on unique underlying facts, it offers several important lessons...
|SEC Approves Rule Preventing Barters for Expungement Cooperation - What You Can Do to Ensure Compliance|
Peter J. Anderson, Eric A. Arnold, Keith J. Barnett, Bruce M. Bettigole, Patricia A. Gorham; Sutherland Asbill & Brennan LLP;
July 30, 2014, previously published on July 25, 2014On July 22, the U.S. Securities and Exchange Commission (SEC) approved the Financial Industry Regulatory Authority’s (FINRA) proposed Rule 2081, which prevents firms or associated persons from conditioning settlement or otherwise paying customers for their cooperation in the complaint...
|Jebel Ali Free Zone Companies Now Able to List on NASDAQ Dubai|
Dentons Canada LLP;
July 29, 2014, previously published on July 2, 2014Companies established in the Jebel Ali Free Zone (JAFZ) can now apply to list shares on NASDAQ Dubai.
|Proposed Amendments to Venture Issuer Disclosure Requirements|
Jacques Du Plessis, Jonathan O'Connor; Goodmans - Vancouver;
July 29, 2014, previously published on July 9, 2014Earlier this year, the Canadian Securities Administrators (CSA) published for comment proposed amendments (the “Proposed Amendments”) to: (i) National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”), (ii) National Instrument 41-101 General Prospectus...
|Ontario Court Provides Guidance on Advance Notice Policies|
Andrew Lahey, Jonathan Lampe, Neill May, Ryan Szainwald; Goodmans LLP - Toronto;
July 29, 2014, previously published on July 14, 2014A recent decision of the Ontario Superior Court of Justice (the “Court”) provides important guidance on the drafting and interpretation of advance notice policies and by-laws, which have become widely used by public companies and have featured prominently in recent proxy contests.
|The Enforcement Begins: Highlights of the CRTC FAQ Updates on CASL|
Roland Hung, Shana Wolch; McCarthy Tétrault LLP;
July 28, 2014, previously published on July 18, 2014CASL came into effect on July 1, 2014, including the provisions for sending commercial electronic messages (CEM) (section 6) and installing computer programs (section 8). Since July 1, 2014, it is reported that the CRTC has received more than 1,000 complaints. Hence, awareness of this new law is...
|Investment Fund Managers - A Regulatory Check-up|
Cristian O. Blidariu, Michael C. Nicholas, Sean D. Sadler, Rene R. Sorell; McCarthy Tétrault LLP;
July 28, 2014, previously published on July 21, 2014The Ontario Securities Commission (“OSC”) has recently released two notices providing helpful guidance on the compliance operations of investment fund managers (“IFMs”). This guidance is contained in the 2013 annual review summary report for dealers, advisers and investment...
|SEC Brings First Whistleblower Anti-Retaliation Claim Under the Dodd-Frank Act|
Matthew T. Bohenek, Steven W. Hansen; Bingham McCutchen LLP;
July 25, 2014, previously published on July 10, 2014Dealing with a whistleblower who remains an employee after going to the Government has always been something like traversing a mine field. When the Securities and Exchange Commission (“SEC”) adopted Rule 21F-2, defining a “whistleblower” and making a violation of the...
|The Ten Biggest Mistakes Business Owners Make In Closely Hold Companies|
Erica B. Garay; Meyer, Suozzi, English & Klein, P.C.;
July 25, 2014, previously published on July 21, 2014Some “partners” or “shareholders” never enter into a formal, written agreement regarding their relationship to each other and to the Company. While New York law does not require such agreements among owners of “partnerships” and “corporations,” the...