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Critical suppliers: court re-confirms the law regarding payment of pre-filing obligations

McMillan LLP
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Canada
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September 13 2012

The Ontario Superior Court of Justice has recently re-confirmed that a debtor subject to proceedings under the Companies' Creditors Arrangement Act may be authorized to pay pre-filing obligations owed to a critical supplier

TCC rules on taxation of break fees

McMillan LLP
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Canada
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July 31 2012

In the recent decision Morguard Corp. v R., 2012 TCC 55, the Tax Court of Canada ("TCC") considered the proper tax treatment of a break fee in the hands of a recipient as a result of a failed takeover bid

Defensive tactics public interest powers of securities regulatory authorities continue to evolve the Fibrek decision

McMillan LLP
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Canada
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May 25 2012

In what has been one of the most litigated and acrimonious takeover bids of the past year, the Bureau de décision et de révision (Québec) exercised its public interest discretionary power to cease trade the issuance of shares by Fibrek Inc. to a "white knight"

Year in review: lessons for acquirors

McMillan LLP
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Canada
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February 1 2010

The past year has seen a number of important judicial and regulatory decisions arising from transactions attempted despite the credit crisis, or as a result of it - in an attempt to take advantage of lower valuations or the inability to access capital

Lessons for directors following the BCE Inc. decision

McMillan LLP
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Canada
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November 9 2009

On December 19, 2008, the $52 billion saga of the proposed leveraged buyout of BCE Inc. by a private-equity consortium led by the Ontario Teachers’ Pension Plan Board came to an anti-climatic end when the Supreme Court of Canada issued unanimous reasons for its June 20 judgment approving the plan

GST input tax credits and assumed liabilities

McMillan LLP
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Canada
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September 17 2009

On a business transfer implemented as an asset purchase, the buyer will often assume business liabilities arising in the normal course up to the time of closing

Directors’ fiduciary duty in merger negotiations

McMillan LLP
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Canada, USA
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June 2 2009

In the last issue of In Brief, we noted some passages from the Supreme Court of Canada in the BCE case that directors owe a fiduciary duty to the corporation, and only to the corporation

The Supreme Court of Canada’s BCE Inc. decision: essential advice for directors, creditors and commercial litigators

McMillan LLP
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Canada
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February 24 2009

The Supreme Court of Canada ("SCC") has recently released its reasons for overturning the Quebec Court of Appeal's ("QCA") decision in BCE Inc. v. 1976 Debentureholders

OSC notice suggests growing interest in disclosure of equity swap positions

McMillan LLP
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Canada
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September 30 2008

In the Ontario Securities Commission’s (“OSC”) Corporate Finance Branch Report (OSC Staff Notice 51-706) (the “Notice”) issued September 12, 2008, under the heading “Developing Issues”, the OSC stated that it is aware of studies which indicate that equity swaps and similar strategies are being used by sophisticated investors to build up significant economic positions in issuers while avoiding triggering public disclosure requirements

Securities Commission clarifies material change

McMillan LLP
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Canada
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July 1 2008

In a highly anticipated decision, the Ontario Securities Commission (“OSC”) provided new guidance to the business community as to when a public issuer is required to disclose its intention to complete a merger and acquisition transaction

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