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SECURITIES LITIGATION
secondary market disclosure liability
Jeffrey Leon and Keith Sutherland examine Ontario’s statutory civil liability regime for secondary market disclosure and analyze the defence made available by subsection 138.4(9) of the Securities Act and the Ontario Securities Commission’s proposed policy concerning availability of that defence. As the authors explain, there are five aspects of the defence: the “proximate” requirement; risk factor disclosure; assumption disclosure; the reasonable basis requirement; and the defence for oral statements.
GENERAL ANTI-AVOIDANCE RULE
the “overall purpose” approach
A review of the recent jurisprudence on the general anti-avoidance rule, including Overs v. The Queen and Lipson v. The Queen, suggests that the “overall purpose” of a series of transactions may be used to characterize the series, such that a finding of misuse of one or more of the provisions of the Income Tax Act is almost inevitable. Such an approach, as David Nathanson explains, could introduce an element of uncertainty into tax planning.
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, many litigants prefer to litigate in their home jurisdiction; however, this has given rise to uncertainty as to whether remedies would be available in the defendant’s jurisdiction, by way of enforcement of any eventual judgment.
COMPENSATION
extending employee ownership rights
A number of important questions arise with respect to the status of the law respecting employee ownership rights in stock options, further to the Ontario Court of Appeal’s judgment in the family law case of Ross v. Ross. As outlined by Joe Conforti, the Court in Ross was seeking to determine whether and how to include a husband’s post-separation stock options for the purposes of the division of marital assets in a marriage breakdown.
also in this issue:
Focus on Insurance Law. A summary of recent articles published in the Federated Press journal devoted to insurance contracts, risk assessment and liability.
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Contributors to
this issue
From
Corporate Liability
Jeffrey S. Leon
Keith Sutherland
(Student-at-Law)
Bennett Jones LLP
From
Executive Employment
Joe Conforti
Goodmans LLP
From
North American
Corporate Lawyer
EJohn Lorn
McDougall, QC
Fraser Milner
Casgrain LLP
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