| Highlights
CERTIFICATION STRATEGIES
Minimizing Personal Liability – Effective Strategies for CEO and CFO Certification of Public Disclosure Documents
Kim Willey
We are currently in phase two of the implementation of the certification requirements under Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings. Phase two requires chief executive officers and chief financial officers of public companies to personally certify annual information forms and annual and interim financial statements and management's discussion and analysis as well as the adequacy of the disclosure controls and procedures of the company. As Kim Willey explains, enhanced certification coincides with new Ontario legislation imposing statutory civil liability for misrepresentations in public disclosure documents by directors and officers of public companies. With the new civil liability legislation, chief executive officers and chief financial officers of public companies face potential liability for misleading or inaccurate certifications.
NATIONAL INSTRUMENT 43-101
National Instrument 43-101 Standards of Disclosure for Mineral Projects
Jenny Chu Steinberg, Wendy Warhaft, Nancy Choi
National Instrument 43-101 Standards of Disclosure for Mineral Projects first came into force in 2001 as a means of standardizing and regulating disclosure of scientific and technical information by issuers engaged in mineral exploration, development and production activities. As Jenny Chu Steinberg, Wendy Warhaft and Nancy Choi explain, the Instrument regulates both content and timing of disclosure in respect of mineral projects, in an attempt to promote accurate and meaningful information that is expertised, where appropriate, and prepared in accordance with industry standards, consistently applied. The Canadian securities regulatory authorities acknowledged when enacting the Instrument that mining industry practices and professional standards were evolving locally and internationally and that changes to the Instrument could be warranted from time to time. Indeed, that time has come – on December 30, 2005, a new National Instrument 43-101 came into force reflecting changes that have occurred in the mining industry.
SECURITIES AND LITIGATION
Ontario Court of Appeal Reverses Danier Decision
Ava G. Yaskiel
Issuers and their advisers can breathe a sigh of relief given the recent and highly anticipated decision of the Ontario Court of Appeal in the shareholder class action suit Kerr v. Danier Leather Inc. As Ava Yaskiel explains, on December 15, 2005, the Court unanimously reversed the Superior Court trial decision which held Danier and its senior officers liable for an alleged misrepresentation in a prospectus concerning an earnings forecast.
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Board
Jeffrey G. MacIntosh
Editor-in-Chief
Faculty of Law, University of Toronto
David M. Armstrong
McCarthy Tétrault LLP
Andrew W. Aziz
Osler, Hoskin & Harcourt LLP
Robert R. Cranston
Lang Michener LLP
Wendy B. Kennish
Torys LLP
Martin Elliot Kovnats
Aird & Berlis LLP
C. Ian Kyer
Fasken Martineau DuMoulin LLP
Alison R. Manzer
Cassels Brock & Blackwell LLP
Brendan D. Reay
Blake, Cassels & Graydon LLP
John E. Stark
Ogilvy Renault
Connie Sugiyama
Gowling Lafleur Henderson LLP
Mihkel E. Voore
Stikeman Elliott LLP
Kenneth R. Wiener
Goodmans LLP
Ava G. Yaskiel
Ogilvy Renault LLP |