Business Law Blog
Our Business Law blog will guide you through complex issues, bring to your attention important developments and remind you of important obligations. If we think it will be helpful, we'll blog about it.
Similar to the recent Ontario Superior Court of Justice decision in RIM v. Certicom, on May 4, 2012 the Delaware Court of Chancery issued an injunction against a hostile take-over bid by Martin Marietta Materials, Inc. for Vulcan Materials Company after finding that the making of the offer by Martin Marietta breached the terms of a confidentiality agreement between the two companies; this despite the absence of a “standstill” provision in the confidentiality agreement.
Increased volatility in the financial markets and overall economic uncertainty continue to affect corporate planning and go-forward strategies. The drive to increase shareholder value may cause management to seek out and assess a broader range of enhancement and maximization alternatives. Current market conditions have created opportunities for both the hunter and hunted.
While Canadian securities legislation only requires Canadian public companies to send their annual financial statements to those shareholders (both registered and beneficial) who have responded to an annual request form sent by the company indicating that they would like to receive such statements, applicable Canadian corporate law (i.e. the ABCA and the CBCA) requires those companies to send their annual financial statements to their registered shareholders (but not their beneficial shareholders) not less than 21 days prior to the company’s AGM.
Therefore, technically, Canadian public companies should include an “opt out” provision on the financial statement request form sent to registered shareholders (i.e. “I do not wish to receive such statements”) and an “opt in” provision on the financial statement request form sent to beneficial shareholders (i.e. “I wish to receive such statements”).
Canadian public companies need to be aware of the new executive compensation disclosure requirements that will impact the preparation of proxy material for the upcoming AGM season.
The CSA recently published for comment proposed National Instrument 51-103 Ongoing Governance and Disclosure Requirements for Venture Issuers.