Tag Archives: Poonam Puri

Legal privilege: are you protected?

Companies need to put in place robust best practices to protect the secrecy of their solicitor-client communications. Here we look at two of the most common areas where the limits of privilege are tested and where companies can be unwittingly exposed—negotiating deals and boardroom decision-making
By Poonam Puri
With Patricia Olasker and Tony Alexander
October 4th, 2017

In the course of negotiating a deal for the sale of a division of your business, the buyer’s external legal counsel prepares a memo for its senior management team on the tax elements of the transaction. As part of the … Continue reading

Posted in Views | Tagged , , , , ,

When the OSC comes knocking

No company wants one. Few ever expect them. But—as we highlight elsewhere in this issue—the rigour of Ontario Securities Commission investigations is rising. If you find yourself a target, will you know what to do?
By Poonam Puri
With Andrea Burke
August 3rd, 2017

In April, staff of the Ontario Securities Commission commenced headline-grabbing regulatory enforcement proceedings against Home Capital Group Inc. (TSX:HCG) and three of its current and former executives. OSC staff alleged that these parties failed to disclose a material change in … Continue reading

Posted in Views | Tagged , , , , , , , ,

Second opinions still the exception

Last fall’s Yukon court ruling on fairness opinions for M&A transactions created shockwaves. However, so far the impact on subsequent deals in the rest of Canada has been more subtle than severe
By Poonam Puri
With Patricia Olasker
May 18th, 2017

You’re in the middle of a significant M&A deal, negotiating with a buyer of your Canadian public company. And, just when you thought you had your banker’s success fees under control, out comes a Canadian court decision suggesting that you’d … Continue reading

Posted in Top Stories, Views | Tagged , , , , ,

Mine safety: could your company be criminally liable?

Mining companies must aim for zero tolerance on worker health and safety violations or face criminal consequences, including corporate probation and jail time for management
By Poonam Puri
March 2nd, 2017

In November 2009, three miners descended nearly half a kilometre below ground to refurbish a mine shaft at Bachelor Lake gold mine in northwestern Quebec. What the miners didn’t know was that water had been filling the recesses of the … Continue reading

Posted in Views | Tagged , , , , , ,

If pills are out, are private placements in?

Canada’s new takeover bid regime got its first serious test with Hecla Mining’s hostile move on Dolly Varden Silver. The regulators’ ruling answered important questions about the limits of a target’s defence
By Poonam Puri
With Patricia Olasker
December 17th, 2016

Consider this: a cash-strapped junior resource company listed on the TSX Venture Exchange is looking for ways to continue its exploration program for the coming year. With only $200,000 in its bank account, a $2-million loan from a significant shareholder … Continue reading

Posted in Top Stories, Views | Tagged , , , , , ,

Insider trading: are your practices onside?

The OSC has introduced new rules on insider trading. Here’s some advice to make sure your company’s internal guidelines for directors, officers and employees are not only up to date—but the best that they can be
By Poonam Puri
With Patricia Olasker
October 11th, 2016

Consider this: a senior officer of a Canadian public company learns that the company has just received a significant, unsolicited bid, suggesting that the company could be in play. He calls his accountant and says: “Buy shares in my company … Continue reading

Posted in Views | Tagged , , , , , ,

Don’t say they didn’t warn you

In the face of stepped up anti-corruption laws in Canada, the U.S. and the UK, companies have no excuse for not proactively managing their corruption risk
By Poonam Puri
With Melanie Shishler
August 1st, 2016

This past March, Canadian health sciences firm Nordion Inc. settled charges under the U.S. Foreign Corrupt Practices Act for lacking sufficient internal controls to detect and prevent bribes paid by a former employee to Russian government officials. Nordion settled with … Continue reading

Posted in Views | Tagged , , , , ,

Parents’ subsidiary liabilities hit home

Hudbay, Nevsun, Chevron...multiple Canadian resource companies are now facing suits in Canadian courts for the actions of their offshore subsidiaries. It’s time other firms took steps to address their own risk
By Poonam Puri
With Luis Sarabia
March 6th, 2016

In 2013, a group of indigenous Guatemalan plaintiffs commenced legal proceedings against Canadian mining giant Hudbay Minerals Inc. (TSX:HBM), alleging that security personnel hired by Hudbay’s wholly owned subsidiary in Guatemala perpetrated violent human rights abuses when carrying out security … Continue reading

Posted in Views | Tagged , , , , ,

Barrick vote symbolic—and then some

The impact of its shareholders’ massive say-on-pay vote rejection of new co-chair John Thornton’s huge bonus deal doesn’t end with Barrick Gold. Boards across Canada will be feeling it, too
By Jim Middlemiss
June 18th, 2013

Every AGM and proxy season has its seminal, defining moment—the shot across the bow that sends a message not to just one board, one set of directors, one company, but to every board and every director in the land. This … Continue reading

Posted in Ticker, Top Stories | Tagged , , , , , , , , , ,