Category: Securities Litigation

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Ready to IIROC and Roll: Alberta Legislation Grants Increased Investigative Powers to IIROC

June 21, 2017

Earlier this month, Alberta became the first province to grant the Investment Industry Regulatory Organization of Canada (IIROC) express, direct legal authority to collect evidence during the course of its investigations and provide statutory immunity from civil suits to IIROC staff acting in good faith in the course of those investigations, through the enactment of Bill 13: Securities Amendment Act,…

Investment Industry Regulatory Organization of Canada Sets Priorities for 2018

June 19, 2017

The Investment Industry Regulatory Organization of Canada (IIROC) has released its priorities for 2018 (Priorities). The Priorities address issues related to policy development, enforcement and IIROC’s general supervisory mandate. The Priorities highlight IIROC’s focus on inspiring confidence and deterring wrongdoing, as well as its desire to achieve efficient regulation while being a “leading edge” regulator. They further offer a glimpse…

Oppression in the Context of a Closely Held Corporation: SCC Weighs In

December 7, 2016

In Mennillo v. Intramodal inc., the first oppression remedy case to reach the Supreme Court of Canada (SCC) since BCE Inc. v. 1976 Debentureholders, the SCC provided clarity on how the oppression remedy operates within closely held corporations and what will and will not be considered oppression under the Canada Business Corporations Act (CBCA). Blakes represented the appellant in the…

Plan of Arrangement: A Vote for All? Not So, Says Court of Appeal

November 30, 2016

In Smoothwater Capital Corporation v. Marquee Energy Ltd. (Smoothwater), the Alberta Court of Appeal (Court) overturned the Alberta Court of Queen’s Bench controversial decision granting shareholders of an acquiring company a vote in a plan of arrangement. For further information, please see our October 2016 Blakes Bulletin: A New Arrangement? Alberta Court Requires Shareholder Vote for Acquiring Company in a…

SCC Upholds Solicitor-Client, Litigation Privilege in Recent Rulings

November 28, 2016

In two decisions released on November 25, 2016, the Supreme Court of Canada (SCC) affirmed the fundamental importance of litigation privilege and solicitor-client privilege. In Lizotte v. Aviva Insurance Company of Canada (Lizotte), the SCC dealt with issues relating to the breadth of litigation privilege and confirmed that it exists as a stand-alone privilege under Quebec law, while in Alberta…

New Law on Defensive Tactics: Balancing Business Judgment and Shareholder Choice

October 27, 2016

On October 24, 2016, the Securities Commissions of British Columbia (BCSC) and Ontario (OSC, together with the BCSC, the Commissions) released the reasons for their decision in Re Hecla Mining. The Commissions had previously dismissed the application by Hecla Mining Company (Hecla) to cease trade a private placement of Dolly Varden Silver Corporation (Dolly Varden) launched in the face of…

New Test: Ontario Court Stayed Action in the Face of Broad Arbitration Agreement

October 18, 2016

In Haas v. Gunasekaram (Haas), the Court of Appeal for Ontario clarified the test for staying court proceedings under section 7(1) of the Ontario Arbitration Act and emphasized that courts should enforce arbitration agreements where possible. In so doing, it reversed a lower court’s decision and stayed the plaintiff’s action. FACTS The plaintiff entered into a shareholders’ agreement relating to…

Securities Law: Year in Review

September 29, 2016

2016 has seen a number of significant developments in Canadian securities law.  Topics: Year-to-Date Market Update Cooperative Capital Markets Regulator Update Whistleblower Policy Securities Class Action Update Private Placements and New Exemptions Gender Diversity on Boards Speakers: Andrea Laing, Partner, Blakes Ross McKee, Partner, Blakes Stacy McLean, Partner, Blakes Eric Moncik, Partner, Blakes John Tuzyk, Partner, Blakes Mandatory Continuing Education…

OSC’s Recently Launched Whistleblower Program: A Walkthrough

September 13, 2016

As it officially opened its Office of the Whistleblower, the Ontario Securities Commission (OSC) also unveiled the final version of OSC Policy 15-601 – Whistleblower Program (Policy), which provides the framework for the OSC’s whistleblower program (Program) under which whistleblowers may be able to receive monetary rewards of up to C$5-million for providing information about violations of securities laws to…

Access Denied: Primary Market Liability Regime Not Available to Secondary Market Security Holders

August 31, 2016

In its recent decision in Rooney v. ArcelorMittal S.A. (Rooney), the Court of Appeal for Ontario (Court) held that primary market investors have the option of suing both the offeror and its directors and signatories for misrepresentations in a circular pursuant to section 131(1) (within Part XXIII) of the Ontario Securities Act (Act). However, secondary market investors must bring their…

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