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CORPORATE MERGERS
acquiror shareholder approval rights
The decision in McEwen v. Goldcorp Inc. was, from a legal perspective, uncontroversial. As Michael Partridge explains, the decision affirmed the widely held view of Canadian M&A practitioners that in most cases, business combinations do not give rise to a legal obligation to seek acquiror shareholder approval. However, the public campaign against the deal by Robert McEwen (the former Chief Executive Officer of Goldcorp at the relevant time) did focus attention on the question of whether a Canadian company should be required to seek shareholder approval before completing a highly dilutive acquisition.
FOREIGN JUDGMENTS
enforceability of foreign judgments
In late 2006, the Supreme Court of Canada handed down its judgment in Pro Swing Inc. v. Elta Golf Inc. signalling that foreign non-monetary orders will now be enforced more frequently. As John Lorn McDougall explains, the enforceability of foreign judgments has always been an area of significant interest for those involved in international business transactions. Many litigants understandably prefer to litigate in their home jurisdiction; however, this has always given rise to a degree of uncertainty as to whether remedies would be available in the defendant’s jurisdiction.
FRANCHISE AGREEMENTS
the duties of good faith and fair dealing
In 2006, the Quebec Court of Appeal delivered its decision in Automobiles Jalbert Inc. v. BMW Canada Inc. As Sébastien Richemont explains, in holding that the duties of good faith and fair dealing cannot be used to modify the right of a party to exercise its contractual right of termination, the Court of Appeal has reaffirmed that in the absence of an express contractual term to the contrary, a commercial relationship can always be terminated when the appropriate notice period is given.
EMPLOYMENT CONTRACTS
third party interference carries risk
How far can an employer go to prevent a former employee or associate from working for one of its competitors, contractors, and agents or within his or her chosen field? As Janice Payne and Loreen Irvine explain, the decision in Drouillard v. Cogeco Cable Inc. demonstrates that any unwarranted conduct which leads a third party to refrain from hiring, rehiring or breach contracts or even to avoid contracting with the targeted individual can leave organizations open to an action for interference with economic relations. |
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Contributors to
this issue
From
Corporate Financing
Michael Partridge
Goodmans LLP
From
Corporate Litigation
Sébastien Richemont
Woods LLP
From
Executive Employment
Janice B. Payne
Loreen Irvine
Nelligan O’Brien
Payne LLP
From
North American
Corporate Lawyer
John Lorn
McDougall, QC
Fraser Milner
Casgrain LLP |