North America

Recent Developments in the Regulation of Defensive Tactics in Canadian Take-over Bids – Part I

By Ethan Minsky

This is the first instalment of a three part article that will appear in the Securities Law Update. In this first part, we will discuss the basic concepts and guiding principles applied by Canadian securities regulators when they are asked to invalidate defensive measures taken against a take-over bid. In the second and third parts we will discuss two recent decisions, one by the British Columbia Securities Commission and the other by the Alberta Securities Commission, in which these guiding principles were applied.

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Toronto Stock Exchange Clarifies Normal Course Issuer Bid Rules

By Bernard Pinsky

On January 15, 2016, the TSX issued frequently asked questions (“FAQ”) which provide guidance on Sections 628 and 629 of the TSX Company Manual (the “Manual”) for frequently asked questions in respect of normal course issuer bids (“NCIBs”). 

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New Investment Dealer Prospectus Exemption Broadens Potential Investor Market for Canadian Listed Issuers

By Angela Blake

On January 14, 2016, securities regulators in British Columbia, Alberta, Manitoba, New Brunswick and Saskatchewan announced the adoption of a new prospectus exemption, effective immediately, to allow issuers listed on a Canadian exchange to raise money from non-accredited investors in private placements, provided that the investors have received advice about the suitability of the investment from an investment dealer and certain other conditions are met. This new exemption should make it easier for public companies to raise money in difficult financial markets by expanding the number of potential investors beyond the accredited investor category, without the need for an issuer to incur the additional costs of preparing an offering memorandum.

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Julie Forest, new partner with RSS

January 18, 2016 — The firm’s Labour and Employment Law Group is happy to welcome Julie Forest, who joined us at the beginning of the year. Julie’s experience is exceptionally rich, and even includes an important entertainment law segment.

As Julie commented, “RSS provides a very stimulating multidisciplinary environment that will allow me to offer even better services to my clients.” 

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Attorney Maria G. Carr joins McDonald Hopkins

Attorney Maria G. Carr joins McDonald Hopkins

 CLEVELAND (January 18, 2016) – Maria G. Carr has joined the Business Restructuring Services Department as an associate at McDonald Hopkins LLC, a business advisory and advocacy law firm. 

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Greenlight: IRS lets LLCs adopt ESOPs

A recent IRS ruling creates opportunities for Limited Liability Companies (LLCs) that want to utilize an Employee Stock Ownership Plan (ESOP). Here’s why: For many years the LLC has been the business entity of choice. It offers liability protection, design flexibility, and certain tax advantages to the owners. One of the disadvantages, when compared to a corporation, was that the LLC and its owners could not adopt an ESOP as a technique for sharing ownership with employees, for succession planning purposes, or ownership liquidation. However, that is about to change.

The rules under the Internal Revenue Code have so far limited the use of ESOPs to C- or S-Corporations. One of the requirements for an ESOP is that it invests predominantly in qualifying employer securities. LLCs were not permitted to have ESOPs because the membership units were not considered qualifying employer securities.

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(Français) Conseil d’un ancien stagiaire: Le Curriculum vitae

Au moment d’écrire son CV, on se demande souvent ce qui doit s’y retrouver et ne pas s’y retrouver. Selon moi, le curriculum vitae d’une personne doit refléter sa personnalité en faisant ressortir ses qualités. Je vous conseille donc d’inclure toute expérience que vous jugez pertinente et qui vous a apporté des qualités. Soyez cependant prêt(e) à pouvoir parler de chaque expérience dans votre CV de long en large, en traitant notamment des qualités que vous avez ressorties, de l’expérience en soi, des bons et mauvais moments, etc. Je vous dis cela parce qu’après tout, les recruteurs n’auront que votre CV, votre lettre de présentation et votre relevé de notes afin de vous poser des questions sur votre parcours. 

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McDonald Hopkins Government Strategies Advisory: This Week in Washington — January 15, 2016

Senate Democrats plan to force vote on Trump Muslim ban

There has been a lot of “happy talk” from leadership in both chambers and in both parties about how much Congress can get done this year. This week, however, the reality of life in a presidential election year reminded many in DC of just how difficult it is for Congress to get anything done in a hyper-partisan, hyper-political environment.

Senate Minority Leader Harry Reid (D-NV) said this week that Democrats would likely try to force the Senate to vote on some of the more controversial plans by Donald Trump (R-NY) – including Trump’s proposal to ban Muslims from coming to the United States.

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Four Important Takeaways from the FTC’s Native Advertising Guidelines

Native advertising continues to experience remarkable growth. Business Insider reports that native advertising spending increased from $4.7 billion in 2013 to $7.9 billion in 2014, and is expected to surpass $20 billion by 2018. With this type of growth, it is not surprising that the Federal Trade Commission (FTC) recently released an official policy statement on deceptive “formatted advertising” accompanied by a native advertising guide for businesses, which outlines why, when, and how disclosures should be made when disseminating native advertisements and sponsored content. Native advertising is the practice of blending paid or sponsored content with editorial reports or news; for example, placing paid content and/or entertainment in the context of other editorial content in print, digital or other media. These guidelines have important implications for public relations firms and all communications professionals and companies.

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Multistate Tax Update — January 14, 2016

Michigan: Year-end legislation modernizes tax code to equalize treatment of technology and manufacturing

At the end of 2015, Gov. Rick Snyder announced his approval of legislation that he said would “modernize the structure of Michigan’s tax code to ensure treatment of data center inputs more closely aligns with treatment of manufacturing inputs and tax laws in other states.” There are approximately 40 data centers currently located in Michigan that would benefit from SB 616 and SB 617; effective Jan. 1, 2016, they exempt data center equipment from the state’s sales and use taxes, respectively.

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