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Torys LLP

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The TSX’s new shareholder approval rule encourages capital markets activity to finance M&A transactions

Canada - June 10 2010 In November 2009, the Toronto Stock Exchange adopted a new rule requiring shareholder approval for the issuance of stock in connection with public company acquisitions if the issuance would result in more than 25 dilution to existing shareholders

Emails satisfy “signed writing” requirement of New York Statute of Frauds and employment agreement

USA - June 17 2008 In Stevens v. Publicis, S.A., Stevens sold his New York public relations firm to Publicis, S.A., a French communications company

U.S. bankruptcy court bars tolling of fraudulent conveyance look-back period

Canada - February 2 2012 A U.S. bankruptcy judge in Delaware has held that the two-year "look-back" period in which a transfer occurring within two years of the bankruptcy petition filing date may be avoided, under Section 548 of the U.S. Bankruptcy Code, cannot be equitably tolled

Asset equipment financeleasing

Canada - June 12 2008 The asset equipment finance and leasing practice area is related to the financing of equipment, vehicles and related assets by way of specific asset-based priority financing, primarily through leases, but also through conditional sales contracts, secured loans or securitizations

MOE issues filing direction for facilities reporting under certain environmental regulations

Canada - April 26 2012 On April 11, 2012, the MOE issued a filing direction (the Direction) to the owners and operators of facilities that must submit an annual report through Environment Canada’s “Single Window” on 2011 data under the Airborne Contaminant Discharge Monitoring and Reporting Regulation (O. Reg. 12701), the Toxics Reduction Act, 2009 and its regulation (O. Reg. 45509) and Greenhouse Gas Emissions Reporting Regulation (O. Reg. 45209

Canadian regulators propose 5 early warning and alternative monthly threshold, including derivatives

Canada - March 19 2013 Canadian securities regulators are proposing to change the early warning and alternative monthly reporting regimes to require disclosure of

CIPO issues new guidance on patentability of computer-implemented inventions

Canada - March 15 2013 On March 8, 2013, the Canadian Intellectual Property Office (CIPO) published its practice guidance following the Federal Court of Appeal decision in

Canadian companies will be harder to acquire under new poison pill proposals

Canada - March 14 2013 The Canadian Securities Administrators have released proposed new rules for shareholder rights plans (or “poison pills”). Under the CSA proposal

Proof of materiality not required for certification of securities fraud class actions in the United States

Canada - March 13 2013 On February 27, 2013, the United States Supreme Court issued its highly anticipated decision in Amgen Inc. v. Connecticut Retirement Plans and Trust

Proposed regulations to promote the energy sector’s environmental compliance

Canada - March 11 2013 The Canadian Nuclear Safety Commission (CNSC) and the National Energy Board (NEB) have each released proposed regulations, the Administrative