Corporate E-Review: July 2012 -- Introduction

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This edition of the Osler Corporate Review analyses the recent decision of the Ontario Superior Court of Justice in Barrick Gold Corporation v. Goldcorp Inc. et al which sheds important light on the principles that animate rights of first refusal and similar liquidity arrangements in shareholders agreements generally.  We also review the recent proposal from the Canadian Securities Administrators concerning the potential regulation of proxy advisory firms in Canada.  Finally, we discuss the SEC’s recently adopted final rules on listing standards for compensation committees and their implications for Canadian issuers.

A Battle of Mining Giants Regarding Rights of First Refusal: Ontario Superior Court of Justice Upholds Goldcorp’s Acquisition of a 70% Interest in El Morro Mining Project

On June 26, 2012, Justice Wilton-Siegel of the Ontario Superior Court of Justice released his decision in Barrick Gold Corporation v. Goldcorp Inc. et al. dismissing Barrick Gold Corporation’s claim that Goldcorp Inc.’s acquisition of a 70% interest in the El Morro  copper/gold project  breached the shareholders’ agreement governing El Morro and Barrick’s conditional agreement with Xstrata Copper Chile S.A. to purchase the 70% interest.  The decision sheds important light on the principles that animate rights of first refusal and similar liquidity arrangements in shareholders agreements generally.

Canadian Securities Regulators Consider Whether to Regulate Proxy Advisory Firms

The Canadian Securities Administrators have recently released for comment a consultation paper inviting input from issuers, institutional investors, proxy advisors and other market participants on concerns raised regarding the activities of proxy advisory firms and possible regulatory responses to these concerns.

U.S. Securities and Exchange Commission Adopts Final Rules on Listing Standards for Compensation Committees

The U.S. Securities and Exchange Commission has adopted new final rules directing U.S. national securities exchanges to adopt listing standards regarding the independence of compensation committee members and the retention of compensation advisers.  The SEC also adopted amendments to the proxy disclosure rules requiring additional disclosure regarding compensations consultants and related conflicts of interests.  This article discusses these rules and also discusses the implications of these rules for Canadian issuers.

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