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Court reconsiders the role of “public corrections” in securities class actions

Introduction In Drywall Acoustic Lathing and Insulation, Local 675 Pension Fund (Trustees of) v SNC-Lavalin Group Inc.[1] the Ontario Superior Court of Justice examined, in the context of competing motions for summary...more

Court of Appeal Clarifies Scope of Shareholder Misrepresentation Claims in Takeover Bids

In Rooney v. ArcelorMittal S.A., the Court of Appeal for Ontario considered whether a plaintiff in an action pursuant to section 131(1) of the Securities Act (the “Act”) is required to choose whether to sue the offeror, or to...more

Court of Appeal Confirms Judges May Weigh Evidence on Leave Motions in Secondary Market Securities Class Actions

Summary In Mask v. Silvercorp Metals Inc., the Court of Appeal for Ontario upheld a decision refusing leave to commence an action for secondary market misrepresentation under section 138.8 of the Ontario Securities Act (the...more

Court of Appeal Lifts Stay in Cross Border Class Action

In Kaynes v. BP [1] (referred to herein as “Kaynes”) the Court of Appeal for Ontario (“ONCA”) recently lifted a stay of a class proceeding in which the Plaintiff is seeking damages for alleged misrepresentations made to...more

Court Clarifies the Scope of Underwriter Liability in Securities Class Actions

In LBP Holdings Ltd. v. Allied Nevada Gold Corp., the Ontario Superior Court of Justice considered a motion to add the underwriters of a bought deal secondary public offering as defendants to a proposed securities class...more

Court Dismisses Secondary Market Securities Class Action Based on Extensive Evidence

In Coffin v. Atlantic Power Corp., the Ontario Superior Court of Justice considered two motions: (1) for leave under section 138.8 of the Ontario Securities Act (the “OSA”) to commence an action for secondary market...more

Swisscanto v. Blackberry: What constitutes a “public correction” for the purpose of secondary market misrepresentation class...

In Swisscanto v. Blackberry(“Swisscanto”), the Ontario Superior Court of Justice considered, for the first time, what constitutes a “public correction” of an alleged misrepresentation in a secondary market securities class...more

Supreme Court of Canada considers Limitation Period for Secondary Market Securities Class Actions

On December 4, 2015, the Supreme Court of Canada released its highly anticipated decision in a trilogy of shareholder class actions under the secondary market liability provisions of the Ontario Securities Act (the “OSA”). At...more

Ontario Proposes Whistleblower Regime

On October 28, 2015, the Ontario Securities Commission (OSC) published proposed OSC Policy 15-601 - Whistleblower Program (Policy). The proposed Policy provides for the adoption of a whistleblower program by the OSC with the...more

Theratechnologies Inc. V. 12185 Canada Inc: Supreme Court Of Canada Raises The Bar For Obtaining Leave To Bring Secondary Market...

In Theratechnologies inc. v. 12185 Canada inc., the Supreme Court of Canada has ruled that requirements that plaintiffs demonstrate that their claims have been brought in good faith and have a reasonable chance of succeeding...more

Court Limits Plaintiff’s Ability to Access Corporate Documents in Securities Class Action

In Mask v. Silvercorp Metals Inc. released on July 18, 2014, the Ontario Superior Court of Justice considered whether a plaintiff seeking leave to commence a secondary market liability action under the Securities Act is...more

Court of Appeal Clarifies Directors’ Fiduciary Duties and the Business Judgment Rule for Executive Compensation Matters

The Court of Appeal for Ontario recently affirmed the nature of directors’ and officers’ fiduciary duties and clarified the application of the business judgment rule in the context of a dispute regarding executive...more

Green v. CIBC: Court Of Appeal Revisits Limitation Period For Secondary Market Securities Class Actions And Limits Common Law...

Overview - The Court of Appeal for Ontario’s recent decision in Green v. Canadian Imperial Bank of Commerce(“Green”) is significant in two respects. First, the Court clarified the limitation period applicable to...more

Court Invalidates Director Elections Due To Voting Instructions Provided By Telephone

In a recent decision,the Supreme Court of British Columbia set aside and declared invalid an annual general meeting of shareholders and the resolutions passed at the meeting following a proxy fight between management and...more

Insurance Policy Interpreted In Officers’ Favour

In certain circumstances, directors and officers may find that their claims for indemnification under a directors’ and officers’ insurance policy have been denied by the insurance company as a result of various exclusions...more

Directors Owe No Duty To Foreign Residents

Originally Published in Legal Alert, Vol. 31, No. 5. Directors of Canadian companies with operations outside of Canada can take comfort in the Ontario Court of Appeal’s recent decision in Piedra v. Copper Mesa Mining...more

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