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Trend 5: Reverse break fees will become more sophisticated

  • Torys LLP
  • -
  • Canada, USA
  • -
  • January 4 2012

Reverse break fees which are fees paid by the buyer to the seller on the failure of an agreed transaction are becoming an increasingly standard contractual tool, along with break fees payable by the seller, for allocating the risk of non-consummation of the deal

Canadian securities regulators’ decisions on poison pills diverge

  • Torys LLP
  • -
  • Canada
  • -
  • July 30 2010

The British Columbia Securities Commission, in the majority's full reasons for decision in Icahn Partners LP v. Lions Gate Entertainment Corp., has reaffirmed the orthodox Canadian securities regulatory approach to poison pills, explicitly rejecting any departure from orthodoxy suggested by the Ontario Securities Commission’s September 2009 decision in Neo Materials Technologies Inc. and the Alberta Securities Commission’s November 2007 decision in Pulse Data Inc

Bidders will be more cautious about confidentiality agreements after U.S. decision

  • Torys LLP
  • -
  • Canada
  • -
  • May 11 2012

On May 4, 2012, Chancellor Strine of the Delaware Court of Chancery issued a decision (Martin Marietta Materials, Inc. v. Vulcan Materials Company) enjoining Martin Marietta from pursuing a hostile transaction to acquire its rival Vulcan Materials for four months

The status of poison pills in the United States and Canada

  • Torys LLP
  • -
  • Canada, USA
  • -
  • February 17 2011

On February 15, 2011, in Air Products v. Airgas, the Delaware Court of Chancery upheld a “poison pill” strategy that U.S. companies have for decades used to thwart hostile takeover attempts

“Just saying no” may get easier in Canada and harder in the United States

  • Torys LLP
  • -
  • Canada
  • -
  • December 31 2009

The decision of the Ontario Securities Commission in Neo Material Technologies and the musings of Vice Chancellor Leo Strine, Jr., of the Delaware Chancery Court, have revived the debate on both sides of the border on whether and when a target board may rely on a poison pill to “just say no” to a hostile takeover bid, pre-empting target shareholders from determining the outcome of the bid

OSC signals change of approach to poison pills

  • Torys LLP
  • -
  • Canada
  • -
  • September 22 2009

In its recent decision in Neo Material Technologies Inc., the Ontario Securities Commission has signalled that it may be changing its approach to poison pills and takeover bids