Regulatory Matters

If adopted, Bill S-285, and in particular its proposed amendments to section 122 of the CBCA, would transform the CBCA’s approach to a corporation’s stakeholders from an incidental consideration to a central one, whereby the benefits provided to various stakeholders would no longer derive from pursuing the best interests of the corporation, but would instead form part of the corporation’s purpose, enshrined in law, and would be protected through redefined directors’ and officers’ duties.

*Originally distributed on June 29, 2023. In a notice of proposed rulemaking published this week, the Federal Trade Commission unveiled significant changes to the reporting obligations under the Hart-Scott-Rodino Act.  If adopted as final rules, those changes will materially increase filing burdens and hinder parties’ ability to file and close quickly, even in non-problematic transactions.  … Continued

*Originally distributed on December 16, 2022. As anticipated in our February 2021 memo, the terms “natural capital,” “biodiversity,” “nature loss,” “ecosystem restoration” and the like have increasingly entered the investor and corporate lexicon.  This has accelerated since the publication of The Economics of Biodiversity:  The Dasgupta Review, the groundbreaking independent study commissioned by the U.K. … Continued

We recently wrote about the emergence of a new breed of business organizations — decentralized autonomous organizations (DAOs) — to contend that the governance design for these blockchain-based organizations should heed some of the hard-fought lessons that have helped to form the pillars of modern corporate governance.  It is also important to confront certain features … Continued

The past year generated substantial interest in the operation of the Investment Canada Act (ICA), especially the national security review process, against the backdrop of changes in government policy that purport to articulate a more expansive view of Canada’s national security interests. We expect foreign investment review to remain an issue of public and political concern in … Continued

Introduction The Biden administration has just completed its first full year in office, and the talk has been tough.  New leadership at DOJ, the SEC, the FTC, the CFTC, and other regulatory and law enforcement agencies have issued statements and policy revisions signaling their intention to train more focus on white-collar and regulatory enforcement.  We … Continued

*Originally distributed on December 31, 2021 The second half of 2021 was an extraordinary time for Chinese companies seeking to list overseas, as well as for other relevant market participants. The Didi incident further deepened the anxiety and “mistrust” by US securities regulators on the risks associated with investing in China-based companies or that have … Continued

The widely reported lawsuit against Google, brought this week by the Department of Justice and 11 state attorneys general, marks the most significant antitrust enforcement action in the United States against a major technology company in two decades.  As set out briefly below, the suit warrants careful consideration, both for what it alleges and what … Continued

The volatility in global markets caused by the COVID-19 pandemic and resulting economic uncertainty has put activist shareholders and defending against opportunistic bids at the top of the agenda for listed companies. We have set out below 14 key considerations relating to shareholder activism that Irish-incorporated listed companies should be focused on in the current … Continued

Executive Summary/Highlights: On 15 July 2020 the Austrian Parliament adopted a new Investment Control Act (Investitionskontrollgesetz, “ICA”). The new Act transposes the requirements under the EU FDI Screening Regulation and replaces the existing liberal regime under the Austrian Foreign Trade Act. Investment transactions lacking the required ICA approval will inter alia be null and void. Under the … Continued