Legal news and trends for Canadian in-house counsel and c-suite executives
Issue link: https://digital.canadianlawyermag.com/i/50881
is tremendous value in having in-house counsel pave the way for these changes and we're witnessing a trend where it's not only the extent or the volume of the dis- closure, but the quality of the disclosure." She acknowledges some in-house counsel could see the additional respon- sibility of keeping up with international and domestic reporting requirements as onerous. "Our role going forward is not necessarily to become the master of each and every new development, but to understand the trends and be able to counsel your in-house clients appropri- ately. At the end of the day, hopefully it will be more meaningful for both the investors and for the company, and over- all, that's a good thing. More regulation isn't always bad as long as it's for the greater good." David Judson of Miller Thomson LLP's business law group spoke at the conference about an Ontario Securities Commission ruling that enabled a com- pany facing a hostile takeover bid to offset the acquisition through a share- holder rights plan. The case involved Neo Material Technologies Inc., which was facing a takeover by Pala Investments Holdings Ltd. The OSC upheld the com- pany's shareholder rights plan against the highest-bidder, takeover-type, free-mar- ket approach. "There's historically been this tension between securities commis- sion proceedings on shareholders rights plans and what the courts have had to say about fiduciary duties of directors," Judson says in explaining conventional decisions. "But this is one of the first times where a commission has converged the two views and concluded that as long as directors are fulfilling their fidu- ciary duty and acting reasonably in due process, they can set up a rights plan to effectively be a permanent defence to a takeover bid." The case is important for in-house counsel that may face a takeover bid, although Judson adds lawyers across the country will be watching to see if any other securities commission uses it over the coming months as precedent. Michael Smith of Reed Smith LLP in New York talked about increasing pen- alties and prosecutions under President Barack Obama administration's hard-line approach to the Foreign Corrupt Practices Act (FCPA), which prosecutes any compa- ny with U.S. ties for taking bribery money. On the heels of Obama's heightened focus on the laws, the United Kingdom and Europe have increased their diligence and fines. Two days after the CCCA con- ference wrapped up, it was disclosed Hewlett-Packard had been caught up in a European bribery investigation connected to business dealings in Russia, prompting the U.S. Justice Department and SEC to launch their own investigation. "Only recently, I'd say inside of the last six months, the Department of Justice and SEC [have] aggressively ramped up their enforcement," says Smith. "So the reason I attended the conference is because any Canadian companies that are doing busi- ness in emerging markets may inadver- tently trigger an FCPA investigation" or one by a European or U.K. authority. Atlantic Legal Telephone Directory 2010–2011 Connect to the east coast legal network INCLUDES E-MAIL ADDRESSES Order your 2010-2011 Atlantic Legal Telephone Directory today! Get names, mailing addresses, email addresses and phone numbers for lawyers and law offices in the Atlantic provinces. Compiled by Canada Law Book's renowned directories group, the Atlantic Legal Telephone Directory is your source of essential east coast legal contact information. In addition to up-to-date and accurate listings for lawyers and law offices, you also have quick and easy access to: and regional offices • law/barristers' societies • Canadian Citizenship Courts • Courts of Appeal • Federal Court of Canada • incorporated municipalities • Government of Canada departments • judicial districts and judicial officials • land registration and information services • The Associations of Land Surveyors • The Law Foundation Published June of each year • Perfectbound • On subscription • P/C 0509010999 • One time purchase P/C 0509140999 • Multiple Copy Discounts Available: 1-5 copies: ........................................................$34.50* ea. 6-49 copies: ......................................................$33.50* ea. (*Ontario residents must include 13% tax, Atlantic province residents must include 13% HST) To order your copy go to: 50-99 copies: ....................................................$32.50* ea. 100 or more copies: ..........................................$31.50* ea. • provincial government departments • boards and commissions • university law faculties For a 30-day, no-risk evaluation call: 1.800.565.6967 Canada Law Book is a Division of The Cartwright Group Ltd. 44 • JUNE 2010 Atlantic Legal Directory (1/2 Hor.).indd 1 INHOUSE Prices subject to change without notice, to applicable taxes and shipping & handling. HA0110 4/30/10 11:27:08 AM ... and much more.