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Torys LLP

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Preserving privilege in a corporate group: lessons from In re Teleglobe Communications Corp

Canada - October 22 2008 In re Teleglobe Communications Corp is an important decision of the United States Court of Appeals for the Third Circuit regarding the preservation of solicitorclient privilege between members of the same corporate family

Canada to adopt International Financial Reporting Standards: an update

Canada - August 7 2008 Earlier this year, the Canadian Accounting Standards Board confirmed January 1, 2011 as the date that International Financial Reporting Standards (IFRS) will replace Canadian generally accepted accounting principles (Canadian GAAP) for all Canadian publicly traded companies as well as for non-listed financial institutions, securities dealers and many cooperative enterprises that qualify as “publicly accountable enterprises.”

M&A defensive tactics: using a confidentiality agreement to stop a hostile takeover bid

Canada - January 26 2009 On January 19, 2009, the Ontario Superior Court of Justice permanently prohibited Research In Motion's hostile bid to buy Certicom, on the basis of RIM's breaches of non-disclosure agreements

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

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

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