An overview of shareholder agreements and disputes under the Ontario Business Corporations Act.
A public company being created in a spin-off or carve-out transaction faces many of the issues that any newly public company must address, as well as some unique corporate governance challenges. Find out how the officers supporting the board
of directors can be proactive in shaping the company’s governance practices, to improve performance and ensure that its stakeholders will view the new company favorably.
Completing a successful Chinese M&A transaction can be trickier than new math. There are tons of legal hurdles to clear: government approval, anti-trust clearance, transferring real estate, trademarks and patents and repatriating profit, to name a few. Trying to tackle the transaction without a game plan is a sure set-up for defeat - but this article outlines an experienced attorney's firsthand knowledge to make the process less cumbersome.
Hopefully your company will never have to defend itself against a proxy contest brought on by a major activist shareholder. However, if you do find yourself drafting a settlement agreement for use in settling a proxy contest, refer to this article—which lists 10 elements that the agreement should contain—during its structuring.
Receiving a letter from the US government stating that a qui tam action has been filed against your company can be a nightmare for the in-house attorney ordered to stay quiet about the case. With shareholder litigation on the rise, companies subject to the False Claims Acts need to consider all options. In-house counsel need to prepare themselves for a tug of war between the laws, penalties that exist for violating a seal, and those that require the disclosure of information to publicly traded companies.
It's a thorny set of questions that, in an era of hyper-scrutiny on SEC filings, carry more weight than ever: How do you decide when a litigation matter must be disclosed on financial statements and to shareholders? And for how much?