IR Leader
March 26, 2013

Nominations and applications are now being accepted for qualified candidates for the CIRI Award for Excellence in IR, the Belle Mulligan Award for Leadership in IR and the Belle Mulligan Scholarship.

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Top Stories

Stetson v. Stifel Nicolaus: Lessons for Underwriters in Bought Deal Transactions

The recent Ontario Superior Court of Justice trial decision in Stetson Oil & Gas Ltd. v. Stifel Nicolaus Canada Inc. may limit the extent to which an underwriter is able to rely on standard "out" clauses in bought deal transactions. In this case, an issuer successfully sued an underwriter for breach of a bought deal engagement letter.

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Update from the Canadian Securities Transition Office

On March 21, 2013, the Government of Canada tabled its Budget 2013. We are pleased to note that, as part of its plan to strengthen the regulation of Canada's capital markets, the Government proposes to extend the mandate of the Canadian Securities Transition Office beyond July 2013 to ensure that our resources remain available as work continues.

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OSC Decision Leaves 'Serious Gap' in Insider-Trading Rules

A recent Ontario Securities Commission decision in the case of a former Research In Motion Ltd. executive has blown a hole in the regulator's insider-trading rules, according to prominent Toronto securities lawyer Philip Anisman.

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Canadian Securities Administrators Seek Comments on Proposed Amendments to Early Warning Reporting Regime

On March 13, 2013, the Canadian Securities Administrators (CSA) published a notice and request for comments relating to proposed amendments to Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids, National Policy 62-203 Take-Over Bids and Issuer Bids and National Instrument 62-103 Early Warning System and Related Take-Over Bid and Insider Reporting Issues (NI 62-103) (the Proposed Amendments). The Proposed Amendments, if implemented, will amend the early warning reporting regime currently in effect. The CSA anticipates that corresponding amendments will be made to the Securities Act (Ontario) and to Ontario Securities Commission Rule 62-504 Take-Over Bids and Issuer Bids to give full effect to the Proposed Amendments in Ontario.

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Proxy Fight: Why Activitsts May Be Good for Investors

Annual shareholder meeting season is getting underway and with activist shareholders likely to make noise at the meetings, that may be a good thing for long-term investors.

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Significant Changes Proposed to Early Warning Regime - Key Disclosure Trigger Lowered to 5%

The Canadian Securities Administrators (the CSA) have proposed significant amendments to the 'early warning' regime with respect to the disclosure of ownership positions in Canadian public companies.

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Expanded Early Warning Reporting Proposed by Canadian Securities Regulators

In a move that could limit the options of potential acquirors and activist investors, while significantly increasing the paper burden for institutional investors and mutual funds, the Canadian Securities Administrators have proposed a significant expansion to the early warning obligations for investors in securities of Canadian public issuers. The regulators aim to provide greater transparency and address concerns regarding hidden ownership and empty voting.

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Convergence and Divergence on Securities Class Actions

The class action is a litigation technique that lends itself well to claims by security-holders against issuers. The classes of purchasers of securities are easily definable, the losses are often all too publicly ascertainable, and the procedural benefits of one large claim (as opposed to a multitude of related actions in various jurisdictions) are clear. Securities class actions can grow, geographically, depending on where the securities were issued. With increased integration of the Canadian and global (particularly American) capital markets, more and larger class action claims by disgruntled shareholders and bondholders can be expected.

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Anisman Calls on OSC to Reconsider Insider Trading Ruling

Panel's ruling in case involving RIM exec narrows the ban on insider trading, securities lawyer says

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Avoiding Surprise Activism at Your Annual Shareholders Meeting: Adopting Advance Notice By-Laws

With the rise of shareholder activism in Canada, executives of public companies might have become nervous when it comes to the proxy season.

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5 Reasons Why Equity-Based Crowdfunding Under the JOBS Act Won't Work

There's so much hype surrounding crowdfunding and for good reason. Stories like the one of Ouya, a game console developer that raised $950,000 in just 8 hours on Kickstarter capture our imaginations. In 2012 alone, over 2 million people pledged approximately $319 million on Kickstarter while global crowdfunding is predicted to grow to $6 billion in 2013.

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