New Disclosure Rules and Guidance Related to the 2019 Proxy Season
Reporting issuers in Canada are subject to continuous disclosure obligations imposed by securities laws and the rules of stock exchanges. From time to time, securities regulators, including the Canadian Securities Administrators (CSA) and the Ontario Securities Commission (OSC), and stock exchanges revise these disclosure rules or publish guidance to clarify points that may be ambiguous in the rules. In addition, proxy advisory firms such as Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. (Glass Lewis) publish annual voting guidelines, providing issuers with guidance on what the advisors consider best practices for disclosure. Finally, the Canadian Coalition for Good Governance (CCGG) publishes annual “best practice” guidelines for disclosure by reporting issuers and additional policies relating to specific matters.
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Insights
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Litigation and Dispute Resolution
No “Magic Words” Required: Supreme Court of Canada Holds Exclusion Clauses Released Seller From Implied Statutory Conditions
On May 31, 2024, the Supreme Court of Canada released its decision in Earthco Soil Mixtures Inc. v. Pine Valley Enterprises Inc., 2024 SCC 20, which clarifies how contractual exclusion clauses are to… -
Capital Markets
Public Safety Canada Releases Updated Guidance on Modern Slavery Reporting Obligations
The Fighting Against Forced Labour and Child Labour in Supply Chains Act (the “Act”) came into force on January 1, 2024, implementing enhanced reporting requirements for certain entities to… -
Capital Markets
Ontario Court of Appeal Enforces Contractual Waiver of Statutory Dissent Rights
Ontario’s Court of Appeal concluded in a recent decision that, subject to limited exceptions, shareholders can contractually waive statutory “dissent rights”, which allow shareholders to dissent in… -
Capital Markets
CSA Provides Further Updated Guidance on Virtual Shareholder Meetings
On February 22, 2024, the Canadian Securities Administrators (CSA) recently published updated guidance on virtual shareholder meetings following initial guidance provided in February 2022. See… -
Mergers and Acquisitions
Neill May featured in "Deal Diary: Five Law Firms Work Chord Energy-Enerplus", The Deal
Goodmans partner Neill May has been featured by The Deal for his work as Canadian Counsel to Chord Energy Corp. (CHRD) in their acquisition of Enerplus Corp. (ERF). Read the full deal description… -
Capital Markets
Access Model for prospectuses: Final amendments announced, Law360 Canada
Bill Gorman and Randy McAuley co-authored Access Model for prospectuses: Final amendments announced in Law360 Canada. Excerpt from Access Model for prospectuses: Final amendments…
Featured Work
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Mergers and Acquisitions
Scholastic closes investment in 9 Story Media Group
Goodmans LLP advised 9 Story Media Inc. in the acquisition by Scholastic Corp. of 100% of the economic interest and a minority of voting rights in 9 Story for C$250 million from ZMC and other sellers… -
Mergers and Acquisitions
Primo Water and BlueTriton agree to merge
Goodmans LLP is advising Primo Water Corporation in its definitive agreement to merge with an affiliate of BlueTriton Brands, Inc., to create a leading North American pure-play healthy hydration… -
Restructuring
Contract Pharmaceuticals CCAA proceedings and sale to Aterian Investment Partners
Goodmans LLP acted as counsel to Contract Pharmaceuticals Limited and its affiliates in connection with their CCAA proceedings and other restructuring… -
Mergers and Acquisitions
Apotex Inc. acquires Searchlight Pharma Inc.
Goodmans LLP advised Apotex Inc. in connection with its acquisition of Searchlight Pharma Inc… -
Mergers and Acquisitions
Chord Energy and Enerplus combine in $11 billion transaction
Goodmans LLP acted as Canadian counsel for Chord Energy Corporation in connection with its acquisition of Enerplus Corporation for US$3.7 billion in stock and cash, creating a leading producer in the… -
Cannabis
Organigram Holdings Inc. to receive $124 million investment from BT DE Investments Inc.
Goodmans LLP is acting for Organigram Holdings Inc., the parent company of Organigram Inc., a leading licensed producer of cannabis, in connection with its C$124.6 million follow-on strategic equity…
News & Events
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Shareholder Activism
Jon Feldman at IMN‘s Corporate Dealmakers Forum
Join Jon Feldman at IMN‘s Corporate Dealmakers Forum for the Shareholder Activism Update session, taking place on June 4th in New York City.Expert-led discussions will cover a range of topics… -
Shareholder Activism
Jon Feldman featured in Fireside Chat "Browning West's Victory in Gildan Proxy Campaign" with CorpGov
On June 6th, Jon Feldman joined CorpGov Editor-at-Large Jarrett Banks for a fireside chat to discuss activist investor Browning West’s landmark victory in its proxy campaign against Gildan… -
Restructuring
Goodmans Wins at the Canadian Law Awards 2024
We are pleased to share multiple Goodmans deals were honoured at the 2024 Canadian Law Awards.Insolvency and Restructuring Deal of the Year - Bank of Montreal’s acquisition of LoyaltyOne’s AIR…