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Results: 1-10 of 202

Good faith, honest performance and M&A: top 5 takeaways stemming from Bhasin v. Hrynew

  • McCarthy Tétrault LLP
  • -
  • Canada
  • -
  • February 19 2015

There's been a lot of buzz surrounding the Supreme Court of Canada's recent precedent-setting judgement, Bhasin v. Hrynew, 2014 SCC 71, in which the

Doing Business in Canada: A Legal Overview

  • Torkin Manes LLP
  • -
  • Canada
  • -
  • January 31 2015

It has been said that Canada is one of the most unique and enjoyable places in the world for a non-Canadian to explore. Here we

Law on CCAA asset sales clarified in Nortel proceedings

  • Norton Rose Fulbright Canada LLP
  • -
  • Canada
  • -
  • August 12 2009

The highly publicized announcement by Nortel Networks Corporation (together with its subsidiaries and affiliates, "Nortel") of its intention to sell certain of its businesses has provided an opportunity for the Ontario Superior Court of Justice to settle the state of the law in Ontario (and, hopefully, across Canada) on the sale of all or substantially all of an entity’s assets within Companies’ Creditors Arrangement Act ("CCAA") proceedings

Recent Delaware decision on cancelling options in M&A transactions

  • McCarthy Tétrault LLP
  • -
  • Canada, USA
  • -
  • November 30 2007

An important consideration in structuring any change of control or merger transaction (particularly all-cash ones), is how best to deal with outstanding options, warrants and other rights to acquire the target’s common shares, i.e., how to ensure that all such options and other rights have been exercised, cancelled or otherwise dealt with in a manner satisfactory to the acquiror on or prior to closing, this being a standard condition in merger transactions

Survival clauses and limitations law in Delaware and Ontario: a quick comparison

  • Stikeman Elliott LLP
  • -
  • Canada, USA
  • -
  • May 14 2014

In the past few years, two Delaware Court of Chancery decisions - GRT, Inc. v. Marathon GTF Technology, Ltd. and ENI Holdings, LLC v. KBR Group

UBS Securities v. Sands Brothers: a refresher on contract formation

  • Miller Thomson LLP
  • -
  • Canada
  • -
  • December 3 2009

On April 22, 2009, the Court of Appeal for Ontario released its decision in UBS Securities Canada, Inc. v. Sands Brothers Canada, Ltd

Strategic lessons arising from Canadian and U.S. judicial consideration of confidentiality agreements

  • Osler Hoskin & Harcourt LLP
  • -
  • Canada, USA
  • -
  • October 16 2012

Judicial decisions in Ontario and, more recently, Delaware have transformed restrictions on use of shared information commonly found in confidentiality agreements into de facto standstill provisions

Pursuing breaches of confidentiality agreements by non-contracting parties

  • Norton Rose Fulbright Canada LLP
  • -
  • Canada
  • -
  • April 16 2009

In a recent decision of the Ontario Superior Court of Justice, an injunction was granted enjoining a party from proceeding with a hostile take-over bid based on obligations of confidence contained in an agreement it wasn’t even a party to

Lesson for companies aquiring financing: tort for breach of confidence cannot be modified by confidentiality agreement

  • McCarthy Tétrault LLP
  • -
  • Canada
  • -
  • August 28 2013

The recent case Scott & Associates Engineering Ltd. v. Finavera Renewables Inc. serves as a warning to many companies, in particular, technology

Fiduciary duties of directors

  • Borden Ladner Gervais LLP
  • -
  • Canada
  • -
  • May 11 2009

The recent troubles that Satyam Computer Services has faced stemming from the admission of its chairman to the manipulation of its financial information, has triggered a debate in India about corporate governance and the duties of directors