Executive Summary: We are pleased to share with you Davies Governance Insights 2014, the fourth edition of our annual analysis of important trends and developments in corporate governance for Canadian public companies during 2014. In Directors and Boards, we note that the gender profile of boards reveals a modest increase in female representation, as well … Continued
Main Article: On May 2, 2014, the British Columbia Securities Commission (the “BCSC“) determined to allow the shareholder rights plan of Augusta Resource Corporation (“Augusta“) to remain in effect for at least 156 days after the announcement of the unsolicited offer by HudBay Minerals Inc. (“HudBay“) to acquire the shares of Augusta. The BCSC order … Continued
Executive Summary: In the presentation below, the authors review key legal (including corporate, commercial, tax and regulatory) and business issues that arise when negotiating and drafting acquisition agreements in Canada which, except for the Canadian regulatory issues, have universal application. The presentation focuses primarily on negotiated acquisition agreements of assets or shares of private companies … Continued
Main Article: On April 2, 2014, Osisko Mining Corporation announced a superior alternative to Goldcorp Inc.’s unsolicited offer for Osisko in the form of a partnership with Yamana Gold Inc. resulting in Osisko’s shareholders receiving cash and share consideration with an implied value representing a 22% premium to Goldcorp’s offer. This transaction was announced 79 … Continued
Executive Summary: Québec’s Task Force on the Protection of Québec Businesses has proposed that companies adopt new measures against unsolicited take-overs, including aggressive measures such as: a variable voting right which would be determined by the length of time a shareholder holds shares of a corporation, enabling boards of target companies to fully exercise their … Continued
Executive Summary: This third annual edition of Governance Insights presents Davies’ analysis of the corporate governance practices of Canadian public companies over the course of 2013 and the trends and issues that influenced and shaped them. We expect 2014 to be an active year for governance themes with greater calls for diversity on boards, a … Continued
Executive Summary: Capital markets in Canada have followed the trend experienced in global capital markets recently, showing mixed results. A measured level of optimism for economic rebound in some parts of the World in the last year or so was tempered by the continued European debt crises and the fears regarding the U.S. fiscal cliff. … Continued
Highlights: The Canadian Federal government has introduced proposed (and unanticipated) changes to the Investment Canada Act (“ICA”) to further scrutinize a wider range of state owned enterprise (“SOE”) investments in Canada. It is proposed that the black letter ICA review threshold rules be replaced by a control in fact examinations in determining if ICA should … Continued
Highlights: Recently, interim Commissioner of Competition John Pecman provided several insights into the direction of competition law enforcement under his leadership. Mr. Pecman emphasized his intention to incrementally increase the Bureau’s “strategic and targeted regulatory interventions” in Canada’s regulated sectors in order to advocate for the promotion of competition. To address the challenges faced by … Continued
Executive Summary: In our annual review of the topics shaping governance today, we consider the ideas that will trend in boardrooms across Canada for months and years ahead. The dominant theme is the shareholder. Directors need look no farther than the events of 2012 to convince them that shareholders have the power to seize the … Continued
