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Canadian M&A Law

Sunday, June 25, 2017 | Ideas and resources on the law of mergers & acquisitions

Category Archives: Shareholder Rights

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Breach of Loyalty in Run-Up to a Going Private Transaction Costs President and Controlling Shareholder nearly $150 million

Posted in Directors’ Duties and Liabilities, Shareholder Rights

In In re Dole Food Co., Inc. Stockholder Litigation, the Delaware Court of Chancery awarded $148,190,590 in damages against Dole’s controlling shareholder and President for breaching their duty of loyalty when conducting a going-private transaction. Though based on egregious …

Related Party Transactions: A Cautionary Note From the Delaware Court Of Chancery

Posted in Agreements / Drafting Issues, Directors’ Duties and Liabilities, Securities Law, Shareholder Rights

A recent Delaware Court of Chancery decision in In re El Paso Pipeline Partners, L.P. discusses the process surrounding related party transactions in a publicly-traded limited partnership. The Court’s opinion provides notable comments on the scope of the contractual duties …

Delaware Supreme Court Revisits Revlon Duties, clarifies meaning of “Market Check”

Posted in Agreements / Drafting Issues, Directors’ Duties and Liabilities, Marketplace Trends, Shareholder Rights

In C&J Energy Services, Inc. v. City of Miami General Employees’ and Sanitation Employees’ Retirement Trust, the Delaware Supreme Court reversed a ruling from the Chancery Court that had enjoined a shareholder vote on a merger for 30 days …

BCSC Allows Shareholder Rights Plan to Survive Almost 160 Days

Posted in Defensive Tactics, Directors’ Duties and Liabilities, Marketplace Trends, Securities Law, Shareholder Rights, Take-Over Bids / Tender Offers

On May 2, the British Columbia Securities Commission (BCSC) ruled on an application by HudBay Minerals Inc. to cease-trade Augusta Resource Corporation’s shareholder rights plan (the Pill).  While the BCSC panel granted an order cease-trading the Pill as at 5:00pm …

Five developments to follow in 2014 – Shareholder activism and engagement: what direction?

Posted in Marketplace Trends, Shareholder Rights

According to a number of commentators, shareholder activism has become the new normal, with activist investors focusing on a broad range of issues, from governance to operations. Interventions have targeted, for example, board composition, executive compensation, dividend policy and proposed …

Activism Update: Ontario Court in Bioniche Clarifies Rights of Dissidents in Requisitioning a Contested Meeting

Posted in Directors’ Duties and Liabilities, Shareholder Rights

Mike Devereux and Zev Zelman, respectively of the Toronto and Montreal offices of Stikeman Elliott, look at a significant recent Ontario decision concerning dissident shareholders and requisitioned meetings.

The Ontario Superior Court of Justice recently issued its decision in …