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Corporate Finance and Securities
Corporate Finance and Securities

Our Corporate Finance and Securities team provides the timely, solution-oriented counsel you require. We regularly represent governments, private and public companies with local, national and international operations, as well as underwriters, lending syndicates and investment dealers. The thoughtful, strategic and practical advice we offer has one objective: to help our clients achieve their objectives.

 

Our comprehensive legal services include:

 

 

We can help you draft shareholder agreements that accurately represent shareholder intentions and protect shareholder interests. We can provide training to brokers, investment managers, and traders, and other professionals on their duties and obligations under securities law. We can assist you in securities and commercial disputes, including shareholder disputes, class actions, appraisal and share valuations, derivative actions, and claims involving oppression remedies. We can act in discipline cases involving alleged broker and dealer negligence and misconduct. We can also represent you in individual claims against stockbrokers, mutual fund dealers and representatives, and financial advisors.

Legal Update: A Practical Analysis of “Material Fact”
May 21, 2013

<p>In its April 2013 decision in <em>Re Stan</em>, the Alberta Securities Commission provides issuers with a practical approach to the assessment of both a “material fact” and general disclosure to the public:</p> <p>&nbsp;</p> <ul> <li> <div style="text-align: left;padding-left: 30px"><strong>Contextual Analysis.</strong> Materiality assessments are fact specific and heavily dependent on context.</div> </li> <li> <div style="padding-left: 30px"><strong>No

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21st Century Transportation Policy by Brian Flemming and Van Horne Institute
February  8, 2013

<p>While much of the developed world struggles with debt and chronically low growth, Canada,</p> <p>one of the best-performing members of the G-7, remains on firmer footing. However, this<br />country still has to cope with slower growth, cutbacks and aging infrastructure. As this paper<br />argues, reconciling these facts will take creative, non-partisan problem-solving, and it is

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OSC Extends Comment Period for New Capital Raising Prospectus Exemptions to March 8th, 2013
February  1, 2013

<p>On January 28, 2013 the Ontario Securities Commission (OSC) extended the period for comment on OSC Staff Consultation Paper 45-710<em> Considerations for New Capital Raising Prospectus Exemptions.</em> The paper describes four concept ideas for possible new prospectus exemptions in Ontario.</p> <p>&nbsp;</p> <p>The extension was based on feedback the OSC received by from several stakeholders that

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Legal Update: “Notice-and-Access” Rules in Effect for Spring 2013 AGM Season
January 25, 2013

<p>Securityholder meetings held on or after March 1, 2013 will be eligible for “notice-and-access” rules allowing reporting issuers to post proxy-related materials, annual financial statements and management’s discussion and analysis to a website rather than requiring them to mail this information to securityholders.  As the AGM season approaches, issuers should consider whether they can use

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Notice-And-Access Rules In Effect For Spring 2013 Proxy Season
January 16, 2013

<p>Securityholder meetings to be held on or after March 1, 2013 will be eligible for notice-and-access pursuant to amendments the Canadian Securities Administrators (CSA) recently adopted.<br />  </p> <p>On November 29, 2012, the CSA announced it had adopted amendments to National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, National Instrument

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Court Ruling on Nortel January 14th, 2013
January 15, 2013

<p>On January 14, 2013, the Ontario Superior Court, Judge Frank Marrocco ruled that Nortel’s top three financial executives — Frank Dunn, Douglas Beatty and Michael Gollogly — are not guilty of fraud affecting public markets because Crown prosecutors failed to prove the trio “misrepresented” the telecom giants financials a decade ago to trigger bonuses.</p> <p>&nbsp;</p>

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Joint Consultation Paper on Emerging Market Issuers from TMX Group to Feb 28, 2013
December 19, 2012

<p>TMX Group Inc., owner of the Toronto Stock Exchange, is assessing the “adequacy” of listing requirements to determine whether they address risks associated with companies whose operations are primarily in foreign jurisdictions excluding the United States, Canada, Western Europe, Australia and New Zealand.</p> <p>&nbsp;</p> <p>In a consultation paper released Monday, the exchange owner said it

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CSA Staff Notice 11-318: Guidance for Cease Trade Order Database Users
August 27, 2012

<p><strong>Introduction and Purpose</strong></p> <p>&nbsp;</p> <p>Staff of the Canadian Securities Administrators (CSA Staff or we) are publishing this Staff Notice (the Notice) to highlight recent and upcoming changes to the Cease Trade Order Database (CTO Database). It provides guidance to CTO Database users and, in particular, to members of the investment industry in Canada. Click <a

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Canadian Securities Administrators Adopt Rule For Over-The-Counter Issuers
June  1, 2012

<p>Multilateral Instrument 51-105, <em>Issuers Quoted in the U.S. Over-the-Counter Markets</em> will come into effect on July 31, 2012. Once effective, issuers whose securities trade in over-the-counter markets in the United States may become subject to enhanced disclosure requirements and resale restrictions under Canadian securities laws.</p> <p>&nbsp;</p> <p>With the effective date of the Instrument approaching, issuers

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Update: Our analysis of the Supreme Court of Canada finding that Canadian Securities Act Unconsitutional
January  9, 2012

On December 22, 2011, a unanimous Supreme Court of Canada concluded that the proposed Canadian Securities Act (the “Act”), viewed in its entirety, is not constitutionally valid as presently drafted. Click here to read McInnes Cooper’s December 22, 2011 Legal Alert, “Supreme Court of Canada Finds Proposed Canadian Securities Act Unconstitutional”. &nbsp; &nbsp; On May

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Alert: Supreme Court of Canada Finds Proposed Canadian Securities Act Unconstitutional
December 22, 2011

On May 26, 2010, the Canadian federal government released the proposed Canadian Securities Act (the Act) which would, among other things, create a national securities regulator in place of the existing provincial and territorial securities regulatory regimes. Today, that legislation was found to be unconstitutional by the Supreme Court of Canada. &nbsp; First, decisions by

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CEDIFs – Nova Scotia’s Community-Based Capital Pools
December  8, 2011

The Community Economic Development Investment Fund (“CEDIF”) is a unique vehicle for promoting local economic development in Nova Scotia. &nbsp; A CEDIF is a pool of money raised through the sale of securities to persons within a defined Nova Scotia community – be it geographic, cultural, or otherwise – to operate or invest in local

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Accounting Firms – Do they need to be registered as exempt market dealers
October  6, 2011

In 2009 Canadian securities regulators changed the rules relating to securities “registration” – these rules determine who is required to be registered under the securities laws to “trade” in securities. These changes became fully effective in the fall of 2010. Prior to the rule changes, the registration requirement was based on the type of transaction

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Venture Capital Support for Emerging Atlantic Canadian Companies
June  6, 2011

On June 5, 2011, Nova Scotia and New Brunswick announced they will fund a new, privately operated, regional venture capital fund designed specifically to support emerging companies throughout Atlantic Canada. &nbsp; For high potential companies that do not yet have the cash flow to secure financing from traditional lenders, a venture capital fund is critical

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Accounting Firms – Do they need to be registered under the Securities Act?
May  6, 2011

Accounting firms that provide mergers and acquisitions advisory services and corporate finance services should be aware of the implications of recent developments in Canadian securities laws – changes to registration rules that became fully effective in the fall of 2010. &nbsp; In 2009, Canadian securities regulators introduced changes to the rules relating to securities “registration”.

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Court Ruling on Nortel January 14th, 2013
January 15, 2013

<p>On January 14, 2013, the Ontario Superior Court, Judge Frank Marrocco ruled that Nortel’s top three financial executives — Frank Dunn, Douglas Beatty and Michael Gollogly — are not guilty of fraud affecting public markets because Crown prosecutors failed to prove the trio “misrepresented” the telecom giants financials a decade ago to trigger bonuses.</p> <p>&nbsp;</p>

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TSX-V offers Temporary Relief for Issuers in August 17th, 2012 Bulletin
August 20, 2012

<p>TSX Venture Exchange (“TSXV” or the “Exchange”) is mindful of the current market environment faced by many of its listed issuers and the effect that this is having on both their ability to complete financings and, correspondingly, their ability to maintain and preserve their existing operations, activities and assets.</p> <p>&nbsp;</p> <p>In order to facilitate the

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