Expertise
Corporate Finance and Securities
Large national and international issuers, as well as mid-size and entrepreneurial businesses rely on us to help them manage a wide range of corporate finance and securities transactions.
Known for pragmatism and speed, we assist issuers and underwriters with complex corporate finance transactions and securities offerings, and ensure delivery of customized, time-sensitive solutions.
Our experiences includes:
- Public and private equity and debt financings
- Initial public offerings
- Public company mergers and acquisitions
- Take-over bid strategies, defensive measures
- Public company board/independent committee advisory services
- Cross-border and Eurodollar offerings
- Derivatives and structured products
- Public company disclosure obligations
- Income fund structuring and offerings
- Investment funds, private equity funds and venture funds
Members of our team advise boards of directors and issuers in corporate governance practices, and provide corporate governance audits, workshops and implementation.
We act as counsel to Canada's largest financial institutions and to Quebec's network of credit unions. We also represent mutual and other investment funds, private equity funds and venture funds, and assist investment dealers and advisors on regulatory matters and new product development.
Members of our team are recognized as leading practitioners by the Canadian Legal Directory, LEXPERT.
Services
- Broker/dealer regulation
- Corporate governance
- Cross-border and international offerings
- Directors and officers' duties and obligations
- Employee and executive stock incentive programs
- Eurobond offerings
- Financial industry regulation
- Income funds
- Initial public offerings
- Litigation
- Mutual funds and fund management
- Private placements
- Public company disclosure obligations
- Public offerings: issuers/underwriters
- Public/private partnership fundraising
- Shareholders' meetings and proxy contests
- Spin-offs and corporate reorganizations
- Stock exchange listings
Client Work
Caisse Centrale Desjardins Completes $500 Million Notes Offering
Counsel to the agents in regards to the issuance by Caisse centrale Desjardins of $500 million of Series 2010-3 Medium Term Deposit Notes.
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3P International Energy Acquires Galizien Energy
Counsel to 3P International Energy Corp. in its acquisition of Galizien, an exploration leader in Ukraine's natural gas and shallow gas reservoirs.
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Canada Post Completes $1 Billion Debt Issuance and $400 Million Credit Facility
Counsel to the underwriters for Canada Post's $ 1 billion debt issuance and counsel to the lenders for Canada Post's $400 million credit facility
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Nortel Completes Sale of its Carrier VoIP & Applications Solutions Business to GENBAND
Canadian counsel to Nortel in connection with its multi-jurisdictional insolvency proceedings including its agreement to sell its global Carrier VoIP and Application Solutions (CVAS) business to GENBAND.
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Take-private Bid for Logibec Groupe Informatique
Counsel to Logibec in connection with its privatization by way of a take-over bid from OPE LGI Inc., an acquisition company majority owned by OMERS.
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Impact of New TSX Rules on Public Acquisitions: What You Need to Know NOW.
On Wednesday, October 7, 2009, Ogilvy Renault held a live audio webcast on the implications of the recently announced Toronto Stock Exchange amendments requiring TSX listed issuers to obtain security holder approval of acquisitions of public companies.
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Puget Ventures Completes Flow-through and Equity Private Placement Financing, Brokered by MGI Securities
Counsel to the agent, MGI Securities, in respect to a brokered private placement of 4.2 million flow-through shares and 852,000 units of Puget Ventures for aggregate gross proceeds of $1,515,600.
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International Finance Corporation closes Private Placement with Tsodilo Resources Limited
Counsel to International Finance Corporation, a member of the World Bank Group, in connection with its investment of approximately $5 million in Tsodilo Resources Limited
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RBC Issues $1.5 Billion Series 13 Medium Term Notes
Counsel to the Royal Bank of Canada in connection with a prospectus qualified offering of $1.5 billion of Medium Term Notes (subordinated indebtedness) in Canada.
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Yellow Media Inc. Acquires Canpages
Counsel to Yellow Media. in connection with its $225 million acquisition of Canadian Phone Directories Holdings Inc., and its wholly-owned subsidiary Canpages, a local search and directories publisher.
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Power Financial Corporation Completes Preferred Shares Offering
Counsel to the underwriters in the issue by Power Financial Corporation of $280 million of Non-Cumulative 5-Year Rate Reset First Preferred Shares, Series P
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Sabina Gold & Silver Closes ''Bought Deal'' Private Place of Flow-through Common Shares
Counsel to the syndicate of underwriters, led by Dundee Securities Corporation, in connection with a $15 million ''bought deal'' private placement of flow-through common shares of Sabina Gold & Silver Corp. in Canada
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Polar Star Mining Completes Private Placement of Common Shares
Counsel to Polar Star Mining Corporation in connection with the private placement of $15 million of common shares
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KFS Capital LLC makes a take-over bid for up to 750,000 Units of Kingsway Linked Return of Capital Trust
Counsel to KFS Capital LLC and Kingsway Financial Services Inc. in connection with a partial take-over bid for 750,000 of Kingsway Linked Return of Capital Trust at a price per Unit of $17.50 in cash
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OMERS and Dutch pension fund, ABP, Establish €200 Million Fund for Canadian and Dutch Start-Ups
Counsel to OMERS, a Canadian pension fund, in connection with a unique joint venture with Dutch pension fund, ABP, to establish an investment program to deploy €200 million in Canada and the Netherlands over the first five years to invest in knowledge eco
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Apoquindo Minerals Completes Brokered Private Placement
Counsel to Casimir Capital LP, the agent, in the $23.1 million offering of units of Apoquindo Minerals Inc.
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Lincoln Mining Completes Sale of Units
Counsel to Casimir Capital LP, the agent, in the $2.65 million offering of units of Lincoln Mining Corporation.
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Semafo Closes $119,887,500 Bought Deal Offering
Counsel to the underwriters in connection with the $119,887,500 offering by Semafo inc. of 17,250,000 common shares by short form prospectus.
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GrowthWorks Canadian Fund Enters Into a Participation Agreement With Roseway Capital
Counsel to Roseway Capital in a Participation Agreement whereby, in exchange for a $20 million investment, it received participating interest in GrowthWorks Canadian Fund's holdings in 15 portfolio companies with a total current carrying value of approxi
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Dollarama Completes Bought Deal Secondary Offering and Concurrent Closing of Over-Allotment Option
Counsel to the underwriters in connection with Dollarama's $287,567,850 bought deal secondary offering of common shares.
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Wavefront Technology Solutions Completes Brokered Private Placement of Units
Counsel to Casimir Capital LP, the agent, in the $21,920,157 offering of units of Wavefront Technology Solutions.
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Mega Uranium Completes Sale of South American Uranium Exploration Properties
Counsel to Mega Uranium Ltd. in connection with the sale of its South American assets (together with $4 million) to U3O8 Corp. in exchange for 30.5 million shares of U3O8 and subsequent dividend-in-kind of such U3O8 shares to Mega's shareholders.
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Williams Creek Explorations Completes Private Placement and Change in Management
Counsel to a group of private investors advised by Interinvest Corporation in connection with a $2.5 million private placement by Williams Creek Explorations Limited (TSXV: WCX)
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International Finance Corporation closes Investment with Antares Minerals Inc.
Counsel to International Finance Corporation, a member of the World Bank Group, in connection with its investment of $7.5 million in Antares Minerals Inc.
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Capital Desjardins Completes $900M Offering of Series G Senior Notes
Counsel to the agents in the issuances by Capital Desjardins of $900 million of 5.187% Series G Senior Notes.
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Aeterna Zentaris Completes US$15 Million Registered Direct Offering of Common Shares and Warrants
Counsel to Aeterna Zentaris Inc. in the issuance in the United States of an aggregate amount of US$15 million of units comprised of common shares and common share purchase warrants by way of registered direct offering.
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RBC Completes US$1.5 Billion Offering
Counsel to Royal Bank of Canada in connection with the US$1.5 billion offering in the United States under Rule 144A, in Canada on a private placement basis and in Europe of covered bonds
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Yellow Media Inc. Acquires Canpages
Counsel to Yellow Media. in connection with its $225 million acquisition of Canadian Phone Directories Holdings Inc., and its wholly-owned subsidiary Canpages, a local search and directories publisher.
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Bombardier Completes Refinancing Comprised of Issuance of US$1.5 Billion of New Senior Notes and US$1.0 Billion Debt Tender Offer in the United States and Europe
Counsel to Bombardier Inc. in connection with a new cross-border offering of US$1.5 billion aggregate principal amount of new senior notes due 2018 and 2020, and a multi-jurisdictional debt tender offer to purchase US$1.0 billion aggregate principal amoun
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GLV Inc. Closes $43,610,000 Bought Deal Private Placement of Shares
Counsel to a group of underwriters, led by RBC Dominion Securities and National Bank Financial, in the $43,610,000 bought deal private placement offering of class A subordinate voting shares of GLV Inc.
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Groupe Aeroplan Acquires Carlson Marketing
Counsel to Groupe Aeroplan in connection with its US$175.3 million acquisition of Carlson Marketing Worldwide.
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International Finance Corporation closes Private Placement with Eurasian Minerals Inc
Counsel to International Finance Corporation, a member of the World Bank Group, in connection with its investment of US$5 million in Eurasian Minerals Inc.
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International Finance Corporation closes Private Placement with Volta Resources Inc
Counsel to International Finance Corporation, a member of the World Bank Group, in connection with its investment of $4 million in Volta Resources Inc.
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Nortel Completes Sale of Optical Networking and Carrier Ethernet Business to Ciena Corporation
Canadian counsel to Nortel in connection with its multi-jurisdictional insolvency proceedings including its agreement to sell substantially all of the assets of Nortel's global Optical Networking and Carrier Ethernet Business to Ciena Corporation.
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Garda Completes Private Placement of Senior Notes in Connection with Bank Refinancing
Counsel to Garda in a private placement in the United States and Canada of two series of 9.75% senior unsecured notes due 2017 in the aggregate principal amounts of US$250 million and $75 million and a bank refinancing consisting of a $215 million secured
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Æterna Zentaris Files US$60 Million Short Form Base Shelf Prospectus
Counsel to Æterna Zentaris in connection with the filing of a Canadian short form base shelf prospectus and a concurrent registration statement on Form F-3 filed with the SEC
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La Caisse centrale Desjardins du Québec completes the issue of €1 Billion Floating Rate Deposit Notes due March 2012
Counsel to the Joint Lead Managers in connection with Caisse centrale Desjardin's issue of €1 Billion Floating Rate Deposit Notes due March 2012. The Notes were listed on the Regulated Market of the London Stock Exchange.
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RBC Completes $850 Million Offering of Covered Bonds
Counsel to Royal Bank of Canada in connection with the offering in Canada of covered bonds in an aggregate amount of $850 Million due March 16, 2015
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Province of Manitoba Completes the Issue of US$600 Million 2.125% Global Debentures Series FO due April 22, 2013
Counsel to the dealers in connection with the issue of US$600 Million 2.125% Global Debentures Series FO due April 22, 201 by the Province of Manitoba
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Province of Manitoba renews its US$2.5 Billion Euro Medium Term Note Programme
Counsel to the dealers in connection with the update of Province of Manitoba's US.$2.5 Billion Euro Medium Term Note Programme
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RR Donnelley & Sons Company to Acquire Bowne & Co Inc.
Canadian Counsel to RR Donnelley in connection with its takeover bid for Bowne & Co. Inc
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Eastmain Resources Completes Brokered Private Placement
Counsel to Casimir Capital LP, the agent, in the $5 million offering of flow-through common shares of Eastmain Resources Inc.
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African Minerals Limited Completes £80 million Underwritten Private Placement
Canadian counsel to African Minerals Limited in connection with its private placement of 20 million common shares to North American and offshore subscribers for gross proceeds of £80 million ($130.2 million).
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Dollarama Inc. Completes $300 million IPO
Counsel to the underwriters in connection with Dollarama Inc.'s $300 million initial public offering
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International Finance Corporation closes Private Placement with Helio Resource Corp.
Counsel to International Finance Corporation, a member of the World Bank Group, in connection with its investment of $6.2 million in Helio Resources Corp
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NStein Technologies to be Acquired by Open Text
Counsel to NStein Technologies Inc., a technology firm developing next-generation, multilingual content management solutions, in its proposed acquisition by Open Text Corp., a global enterprise software solutions company.
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Calisolar Acquires 6N Silicon and Completes Private Placement
Counsel to California-based Calisolar Inc. in connection with acquisition of 6N Silicon Inc. and a private placement of US$22.5 million.
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Kingsway Financial Announces Sale of Jevco Insurance to The Westaim Corporation
Counsel to Kingsway Financial Services Inc. in connection with a definitive purchase agreement to sell all of the issued and outstanding shares of Jevco Insurance Company to The Westaim Corporation
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Nortel Completes the Sale of its Enterprise Solutions Unit to Avaya
Canadian counsel to Nortel in connection with the auction sale of its Enterprise Solutions business unit to Avaya for US$900 million.
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Dollarama Inc. Completes a Secondary Offering of an Aggregate of 13,150,000 Common Shares
Counsel to the underwriting syndicate, led by RBC Dominion Securities, in connection with Dollarama's $282,725,000 bought deal secondary offering of common shares
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Videotron Completes $300 Million Private Placement of Senior Notes
Canadian and U.S. counsel to Videotron Ltd. in the institutional private placement in Canada and the United States of $300 million aggregate principal amount of Videotron's 7.125% Senior Notes due 2020
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ecobee Inc. Completes Financing
Counsel to ecobee Inc. in connection with its private placement financing to a group of venture capitalists as well as the Ontario Emerging Technologies Fund — the first financing completed by OETF.
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Northern Star Mining Completes Sale of Units
Counsel to Casimir Capital LP, the agent, in the $5,185,000 offering of units of Northern Star Mining Corp.
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TransGaming Completes Sale of Units
Counsel to TransGaming Inc., the issuer, in the $8,912,239 offering of units pursuant to its brokered private placement financing.
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Cathay Forest Products Issues $15.25 Million in Common Shares
Counsel to Cathay Forest Products Corp. in connection with the issue of 15.25 million of Common Shares which closed on December 15, 2009.
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MEGA Brands Initiates Recapitalization Transaction
Counsel to the Committee of Independent Directors of MEGA Brands in regards to its recapitalization transaction.
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Cossette Agrees to be Acquired by Mill Road Capital
Counsel to the Special Committee of the Board of Directors of Cossette Inc. with regards to an unsolicited and non-binding proposal to be acquired by Cosmos Capital and the ultimate sale of the company to Mill Road Capital for $131.5 million.
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Province of British Columbia renews its US$6 Billion Euro Debt Issuance Programme
Counsel to the dealers in connection with the update of Province of British Columbia's US$6 Billion Euro Debt Issuance Programme.
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Québec completes issues of CHF200 Million 2.875% Euro Medium Term Notes
Counsel to the dealers in connection with Québec's issue of CHF200 million 2.875% Notes due December 17, 2021 under its U.S.$18 billion Euro Medium Term Note Programme.
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Bank of Montreal renews its US$20 Billion Euro Note Issuance Programme
Counsel to the dealers in connection with the update of Bank of Montreal's US$20 Billion Euro Note Issuance Programme.
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La Caisse centrale Desjardins du Québec renews its €7 Billion Euro Medium Term Note Programme
Counsel to the dealers in connection with the update of La Caisse centrale Desjardins du Québec's €7 Billlion Euro Medium Term Note Programme.
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OPMEDIC Group Completes $4 Million Underwritten Private Placement and Secondary Offering
Counsel to OPMEDIC Group Inc. and the selling shareholders in an underwritten private placement of $2.1 million of new common shares and a concurrent underwritten secondary offering private placement of approximately $1.9 million of common shares sold by
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Sabina Gold & Silver Corp. Completes Private Placement of Flow-through Common Shares
Counsel to the syndicate of underwriters, led by Dundee Securities Corp., in connection with a $7.3 million "bought deal" private placement of flow-through common shares of Sabina Gold & Silver Corp.
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Virginia Mines Completes Sale of Additional Flow-through Common Shares
Counsel to Casimir Capital LP, the agent, in the $1,273,016.10 offering of flow-through common shares of Virginia Mines Inc.
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Nortel Selects Ciena as Successful Bidder for Optical Networking and Carrier Ethernet Business
Canadian counsel to Nortel in connection with its multi-jurisdictional insolvency proceedings including its agreement to sell substantially all of the assets of Nortel's global Optical Networking and Carrier Ethernet Businesses to Ciena Corporation.
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Virginia Mines Completes Brokered Private Placement of Flow-through Common Shares
Counsel to Casimir Capital LP, the agent, in the $2,575,735 offering of flow-through common shares of Virginia Mines Inc.
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RBC Completes $750 Million Covered Bond Offering
Counsel to Royal Bank of Canada in connection with the offering in Canada of covered bonds in an aggregate amount of $750 million which closed on November 10, 2009.
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Baylis Medical Company Acquires Fralex Therapeutics
Counsel to Baylis Medical Company Inc., a leading supplier of high-technology cardiology, pain management, and radiology products, in connection with its acquisition of Fralex Therapeutics Inc., a medical technology company.
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Rambler Metals and Mining PLC Completes Private Placement and Purchases Nugget Pond Gold Mill
Canadian counsel to Rambler Metals and Mining PLC in connection with Rambler's $9.4 million private placement of Ordinary Shares and $3.5 million purchase of a gold processing facility from Crew Gold Corporation.
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Sierra Geothermal Power Closes the First and Second Tranche of a $7 Million Offering of Units
Counsel to Jacob Securities Inc. as agent in connection with a $7 million private placement by Sierra Geothermal Power.
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FSTQ, SGF and CAE Complete a US$300M SPV Financing
Counsel to Fonds de solidarité des travailleurs du Québec (F.T.Q.) ("FSTQ") and Société générale de financement du Québec ("SGF"), and some of their respective affiliates, in connection with the creation of Flight Simulator - Capital L.P., a special purpo
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Mega Uranium Completes First Public Financing
Counsel to Mega Uranium in connection with the company's first public financing, an offering of $50 million of Units, each Unit comprised of one common share and one half of one common share purchase warrant.
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National Bank of Canada renews its US$5 Billion Euro Note Programme
Counsel to the dealers in connection with the renewal of National Bank of Canada's US$5 Billion Euro Note Programme.
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Caisse Centrale Desjardins Completes $500 Million Issuance in Two Series of Medium Term Deposit Notes
Counsel to a group of dealers led by Desjardins Securities in connection with Caisse centrale Desjardins' $250 million public offering of Series 2009 1 floating rate medium term deposit notes due 2011 and $250 million public offering of Series 2009-2 floa
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Northern Star Mining Closes Brokered Private Placement of Unit Subscription Receipts and Flow-through Subscription Receipts
Counsel to Casimir Capital LP, one of the agents, in the $23,212,458 offering of unit subscription receipts and flow-through subscription receipts of Northern Star Mining Corp
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Power Financial Corporation Issues $150 million of Non-Cumulative First Preferred Shares
Counsel to the underwriters in connection with Power Financial Corporation's issuance of six million Non-Cumulative First Preferred Shares by way of a prospectus supplement to its base shelf prospectus for gross proceeds of $150 million
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DundeeWealth Completes Public Offering in Canada of $200 Million of 5.10% Notes
Counsel to DundeeWealth Inc. in connection with an offering of $200 million principal amount of 5.10% unsecured Series 1 Notes.
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Aeterna Zentaris Completes Second Registered Direct Offering of Common Shares and Warrants
Counsel to Aeterna Zentaris Inc. in the issuance in the United States of an aggregate amount of US$5.5 million of units comprised of common shares and common share purchase warrants by way of registered direct offering.
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Quebecor World Emerges from Chapter 11 and CCAA Protection
Counsel to Quebecor World Inc. in its successful emergence from creditor protection under the CCAA in Canada and, in respect of certain U.S. subsidiaries, Chapter 11 of the U.S. Bankruptcy Code.
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Bowater Merges with Abitibi Consolidated
Counsel to Bowater Inc. in its US$9 billion merger of equals with Abitibi-Consolidated Inc.
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Domtar combines with Weyerhaeuser's Fine Paper Business
Counsel to Domtar in the combining of the company with Weyerhaeuser's fine paper business and related assets.
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International Consortium of Private Equity Investors Acquires Alexander Forbes Limited
Counsel to Caisse de dépôt et placement du Québec in connection with the $1.2 billion acquisition of Alexander Forbes Limited by an international consortium of private equity investors
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Transat A.T. Completes $63 Million Share Offering
Counsel to the underwriters, led by National Bank Financial, in the bought deal public offering of Class A Variable Voting Shares and Class B Voting Shares of Transat A.T. Inc. for aggregate gross proceeds of $63,537,500.
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Royal Dutch Shell plc Acquires the Minority Interest of Shell Canada Limited
Counsel to the special committee of directors of Shell Canada Limited in connection with Royal Dutch Shell plc's $8.7 billion offer to acquire the minority shareholding in Shell Canada - one of the largest minority acquisitions in Canadian history.
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Dundee Completes $130 Million Public Offering of Shares
Counsel to Dundee Corporation in connection with the issue in Canada of $130 Million of Cumulative 5-Year Rate Reset First Preference Shares, Series 2
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Canwest Global Files for Bankruptcy Protection
Counsel to the Special Committee of the Board of Directors of Canwest Global Communications in connection with Canwest's filing for protection pursuant to the Companies' Creditors Arrangement Act.
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Financement-Québec renews its US$2 Billion Euro Medium Term Note Programme
Counsel to the dealers in connection with the update of Financement-Québec's US$2 Billion Euro Medium Term Note Programme
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Québec renews its US$18 Billion Euro Medium Term Note Programme
Counsel to the dealers in connection with the update of Québec's US$18 Billion Euro Medium Term Note Programme.
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Royal Bank of Canada renews its US$40 Billion Programme for the Issuance of Notes
Counsel to the issuer, Royal Bank of Canada, in connection with the update of its US$40 Billion Programme for the Issuance of Notes
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Trans Québec & Maritimes Pipeline Inc. Issues $75 million of Series K Bonds
Counsel to a syndicate of agents led by Scotia Capital Inc. in Trans Québec & Maritimes Pipeline Inc.'s issuance of $75 million of Series K Bonds offered and sold on a private placement basis by TQM Pipeline and Company, Limited Partnership.
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Canpages Acquires Gigpark
Counsel to Canadian local search firm Canpages in connection with its acquisition of all of the operating assets of online social networking company GigPark Inc.
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Nortel Selects Avaya as Successful Bidder for Enterprise Solutions Unit
Canadian counsel to Nortel in connection with the auction sale of its Enterprise Solutions business unit to Avaya for US$900 million.
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Kingsway 2007 General Partnership's $31 Million ''Dutch Auction'' Expires
Counsel to Kingsway 2007 General Partnership, an indirect wholly-owned subsidiary of Kingsway Financial Services Inc., in connection with its modified "Dutch Auction" tender offer for up to $31 million aggregate principal amount of its outstanding...
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Kingsway Applies to Amend its Normal Course Issuer Bid
Counsel to Kingsway Financial Services Inc., in connection with its application to the Toronto Stock Exchange to accept a revision to the maximum number of shares that can be purchased pursuant to its normal course issuer bid that terminates on...
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Kingsway Financial Services Offers to Purchase 1 Million Preferred, Retractable, Redeemable, Cumulative Units of Kingsway Linked Return of Capital Trust
Counsel to Kingsway Financial Services Inc. in connection with its offer, through KFS Capital LLC, an indirect wholly-owned subsidiary, to purchase up to a maximum of 1 million preferred, retractable, redeemable, cumulative units of Kingsway Linked...
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Canpages Acquires ZipLocal
Counsel to Canpages in connection with its acquisition of all of the operating assets of ZipLocal Inc. (TSXV: ZIP) and its wholly-owned subsidiary, Zip411 Enterprises Inc.
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Canpages Acquires ypOne Enterprises Canada
Counsel to Canpages in connection with its acquisition of all of the operating assets of ypOne Enterprises Canada, Inc. from A. Farber & Partners Inc., the court-appointed Interim Receiver of the assets, property and undertaking of ypOne.
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International Finance Corporation Invests in Antares Minerals Inc.
Counsel to International Finance Corporation, a member of the World Bank Group that fosters sustainable economic growth in developing countries, in connection with its investment of $6 million in Antares Minerals Inc., resulting in an acquisition of...
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Bell Aliant Issues $350 Million of Medium Term Notes
Counsel to the underwriters for Bell Aliant's offering of an aggregate principal amount of $350 million of 6.29% medium term notes due February 17, 2015.
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Nortel Selects Ericsson as Successful Bidder for Purchase of CDMA Business and LTE Access Assets for US$1.13 Billion
Canadian counsel to Nortel in connection with the auction sale of its CDMA business and LTE Access assets to Ericsson for US$1.13 Billion.
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Capital Desjardins Completes $500 Million Public Offering of Series F Senior Notes and $500 Million Public Offering of Series E Senior Notes
Counsel to the syndicate of dealers, led by Desjardins Securities Inc., in connection with the public issuance by Capital Desjardins Inc. of $1 billion of Senior Notes
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Aeroplan Participates in a $600 Million Air Canada Credit Facility
Counsel to Aeroplan Canada Inc. in connection with a $600 million secured credit facility entered into by Aeroplan as a lender, which facility provided financing to Air Canada.
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SNC-Lavalin Group Completes $350 Million Debenture Offering
Counsel to SNC-Lavalin Group Inc. in its offering of an aggregate principal amount of $350 million of 6.19% debentures due July 3, 2019.
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RONA Completes a Bought Deal Public Offering of over $172 Million of Common Shares
Counsel to RONA inc. in connection with its bought deal public offering of common shares for gross proceeds of $172,531,050.
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Sabina Silver Completes "Bought Deal" Private Placement of Common Shares and Flow-through Common Shares
Counsel to the syndicate of Underwriters, co-lead by Dundee Securities Corporation and BMO Capital Markets, in connection with a $18 million "bought deal" private placement of common shares and flow-through common shares of Sabina Silver Corporation in Ca
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Public Offering of Shares of GLV Inc. Closes
Counsel to a group of underwriters, led by RBC Dominion Securities Inc., in the bought deal public offering of class A subordinate voting shares of GLV Inc. for aggregate gross proceeds of $38,352,500.
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ATCO Ltd. combines ATCO Structures, ATCO Frontec and ATCO Noise Management
Counsel to the Special Committee of the Board of Directors of ATCO Ltd in connection with its agreement to combine ATCO Structures and ATCO Noise Management, both wholly-owned subsidiaries of ATCO Ltd., with ATCO Frontec, a wholly-owned subsidiary of Cana
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Bell Canada Issues $1 Billion of 4.85% Debentures
Counsel to the agents, led by RBC Dominion Securities Inc. and TD Securities Inc., in Bell Canada's issuance of $1 billion 4.85% Debentures, Series M-20, due June 30, 2014.
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Aeterna Zentaris' Registered Direct Offering of Common Shares and Warrants
Counsel to Aeterna Zentaris Inc. in the issuance, in the United States, of units comprised of common shares and common share purchase warrants by way of registered direct offering, for gross proceeds of US$10 million.
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Semafo Completes $40,519,500 Offering of Common Shares
Counsel to Thomas Weisel Partners Canada Inc., the lead underwriter in connection with the offering by Semafo inc. of 17,850,000 common shares by short form prospectus to raise gross proceeds of $40,519,500.
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Kaboose Inc. Completes the Sale of its UK Subsidiary and Substantially all of its North American Assets
Counsel to Allen & Company LLC, financial adviser to Kaboose Inc., in connection with the sale of Kaboose's UK subsidiary to Romeo Bidco Limited, an affiliate of Barclays Private Equity Limited for £54 million in cash less third party debt outstanding at
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Genco Resources Closes $4,991,920 Brokered Private Placement of Units
Counsel to Casimir Capital LP, the agent, in the $4,991,920 offering of units of Genco Resources Ltd.
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British Columbia Completes the Issue of CHF 275 Million 2.875% Notes Under its US$6 Billion Euro Debt Issuance Programme
Counsel to the dealers in connection with the Province of British Columbia's issue of CHF 275 Million 2.875% Notes due November 27, 2018 under its U.S.$6 Billion Euro Debt Issuance Programme.
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Manitoba completes the issue of CHF 300 Million 2.25% Notes Under its US$2.5 Billion Euro Medium Term Note Programme
Counsel to the dealers in connection with the Province of Manitoba's issue of CHF 300 Million 2.25% Notes due May 5, 2014 under its U.S.$2.5 Billion Euro Medium Term Note Programme.
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Québec completes the issue of EUR1.5 Billion 5.00% Notes Under its US$18 Billion Euro Medium Term Note Programme
Counsel to the dealers in connection with the Province of Québec's issue of EUR1.5 Billion 5.00% Notes due April 29, 2019 under its U.S.$18 Billion Euro Medium Term Note Programme.
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Petaquilla Minerals Closes $US 40 Million Brokered Private Placement of Convertible Senior Secured Notes
Counsel to Casimir Capital LP, the agent, in the $US 40 Million offering of units of Petaquilla Minerals Ltd.
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Breakwater Resources Completes $23 Million Public Offering of Units
Counsel to Dundee Corporation in connection with its purchase of units under the $23 million public offering of units by Breakwater Resources Ltd. to maintain Dundee's 25.2% equity interest in Breakwater.
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Royal Bank of Canada Completes a Bought Deal Public Offering of $325 Million of Preferred Shares
Counsel to RBC in connection with the issue in Canada of $325 million of Non-Cumulative Five Year Rate Reset First Preferred Shares Series AX.
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Power Corporation of Canada Issues $400 Million of Debentures
Counsel to the agents in the issue by Power Corporation of Canada of $250 million of 7.57% debentures due April 2019 and of $150 million of 8.57% debentures due April 2039
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Royal Bank of Canada Completes a "Bought Deal" Public Offering of $400 Million of Preferred Shares
Counsel to RBC in connection with the issue in Canada of $400 million of Non-Cumulative Five Year Rate Reset First Preferred Shares Series AV.
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Capital Desjardins completes $500 Million Public Offering of 5.756% Series E Senior Notes
Counsel to the dealers in connection with Capital Desjardins' $500 Million public offering of 5.756% Series E Senior Notes due April 1, 2019
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RBC Completes a "Bought Deal" Public Offering of $275 Million of Preferred Shares
Counsel to Royal Bank of Canada in connection with the issue in Canada of $275M of Non-Cumulative Five Year Rate Reset First Preferred Shares Series AT.
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Province of Manitoba renews its US$2.5 Billion Euro Medium Term Note Programme
Counsel to the dealers in connection with the update of Province of Manitoba's U.S.$2.5 Billion Euro Medium Term Note Programme
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Québec completes issues of CHF275 Million 3.125% Notes and CHF200 Million 3.875% Notes
Counsel to the dealers in connection with Québec's issues of CHF275,000,000 3.125% Notes due December 11, 2015 and CHF200,000,000 3.875% Notes due December 11, 2018
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Videotron's US$260 Million Private Placement of Senior Notes
US and Canadian counsel to Videotron Ltd. in the institutional private placement in the United States and Canada of US$260 million aggregate principal amount of Videotron's 9.125% Senior Notes due 2018.
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Prestige Telecom completes $4.5M common share and $4.5M convertible note private placement financing with Novare Holding
Counsel to Novare Holding Inc., a private company controlled by Guy Laliberté, with respect to a $4.5 million common share and a $4.5 million convertible note private placement financing into Prestige Telecom Inc.
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National Bank of Canada Completes Public Offering of $145M of Non-Cumulative 5-Year Rate Reset First Preferred Shares
Counsel to the syndicate of underwriters in connection with the public offering by National Bank of Canada of 5,800,000 Non Cumulative 5-Year Rate Reset First Preferred Shares Series 26.
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Registration of Randisi Investment Counsel
Counsel to Randisi Investment Counsel Inc. with respect to its incorporation and registration as a securities adviser with an unrestricted practice with the Québec Autorité des marchés financiers.
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Fronteer Development Group acquires Aurora Energy Resources
Counsel to the Special Committee of the Board of Directors of Aurora, which was the subject of an insider take-over bid by Fronteer.
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Caisse centrale Desjardins Completes Issue of €500M, 5.375% Deposit Notes
Counsel to the dealers in connection with La Caisse centrale Desjardins du Québec's issue of €500M 5.375 %. Deposit Notes.
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Semafo's $23M+ Common Shares Offering
Counsel to Thomas Weisel Partners Canada Inc., the lead underwriter in connection with the offering by Semafo of common shares.
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RBC Completes a "Bought Deal" Public Offering of $225M of Preferred Shares
Counsel to Royal Bank of Canada in connection with the issue in Canada of $225 million of Series AN First Preferred Shares, which closed on December 8, 2008.
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RBC Completes Bought Deal Public Offering and Private Placement of Over $2B of its Common Shares
Counsel to Royal Bank of Canada in connection with the offering in Canada, the United States and Europe of $2,000,437,500 of Common Shares.
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Power Financial Completes a "Bought Deal" Public Offering of $175M of Non-Cumulative, Series M 5 Year Rate Reset First Preferred Shares
Counsel to the Underwriters, in connection with the issue of $175M of Series M 5 Year Rate Reset First Preferred Shares of Power Financial.
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Petaquilla Closes $20M Supplemental Senior Secured Notes Financing
Counsel to Casimir Capital LP, the agent, in the US $20,000,000 offering of units of Petaquilla Minerals Ltd.
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RBC Completes a "Bought Deal" Public Offering in Canada of $300M Preferred Shares
Counsel to RBC in connection with the issue of $300M of Series AL First Preferred Shares.
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Caisse centrale Desjardins Establishes its €1B Euro Commercial Paper Programme
Counsel to the dealers in connection with the establishment of a €1B Euro Commercial Paper Programme.
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Merge Healthcare Announces Successful Completion of $20M Financing
Counsel to Merge Healthcare, a leading medical imaging software and services provider, in its $20M financing with Merrick.
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Formation and OSC Registration of EcoRock Asset Management and Associated Fund
Advisor to EcoRock Asset Management and EcoRock Opportunities fund regarding formation and Ontario Securities Commission registration.
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BCE Inc. and Bell Canada Offer to Repurchase up to $1.95 Billion of BCE and Bell Canada Debt Securities
Counsel to RBC Capital Markets in connection with BCE's and Bell Canada's offer to repurchase up to$1.95 billion of debt securities issued by BCE and Bell Canada.
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Enobia Completes Third Tranche of its $40.1M Private Financing
Counsel to Enobia Pharma, a biopharmaceutical company developing therapeutics for the treatment of severe orphan disorders affecting the bone, for the third tranche of its private financing.
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CW Media Holdings Completes $312 Million Private Offering
Counsel to Goldman Sachs Credit Partners L.P. in connection with CW Media Holdings Inc.'s US$312 million private offering. CW Media Holdings is a subsidiary entity of Canwest Global Communications Corp.
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RBC Issues $400M of Series AJ First Preferred Shares
Counsel to Royal Bank of Canada in connection with their public offering in Canada of $400 million of Series AJ First Preferred Shares.
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Wajax Acquires Weir Process Equipment
Counsel to Wajax through its business units Kinecor Limited Partnership and Spencer Industries Inc., as purchasers, in the $25M+ purchase of the assets and property of Weir Process Equipment.
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Northern Star Completes Sale of an Additional US$8,000,000 of Units
Counsel to Casimir Capital LP, the agent, in the US $8M offering of units of Northern Star Mining Corp.
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Cirque du Soleil in New Partnership with Dubai World
Acted for Cirque du Soleil in the acquisition of a 20% stake by Istithmar World and Nakheel, units of Dubai World.
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RBC to Offer Up to ZAR 15M Royal Bank of Canada Fixed Rate Deposit Notes in the Uridashi Market
Canadian counsel to Royal Bank of Canada in connection with the offering in Japan of up to ZAR 15m Fixed Rate Deposit Notes due November 1, 2010.
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National Bank of Canada Renews its US$5 Billion Euro Note Programme
Ogilvy Renault acted as counsel to the dealers in the renewal of National Bank of Canada's Euro Note Programme.
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Royal Bank of Canada Completes Issue of ZAR 30M Fixed Rate Deposit Notes in Uridashi Market
Counsel to RBC in issuing ZAR 30,000,000 (approx. CDN$4,398,000) Royal Bank of Canada Fixed Rate Deposit Notes due November 15, 2011.
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Polaris Geothermal Closes $27M Debenture Private Placement
Counsel to Jacob & Company Securities Inc. in its role as agent, on the offering of 27,000 units of Polaris Geothermal Inc.
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Bank of America's Senior Secured Asset Based Revolving Credit Facility in Favour of Intertape Polymer
Represented Bank of America in US$200M senior secured Canadian and US asset based credit facilities in favour of Intertape.
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Quebec Renews and Increases its US$18 Billion Euro Medium Term Note Programme
Represented dealers with regards to Quebec's updated and increased (+US$4 B) Euro Medium Term Note Programme.
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Financement-Québec Renews its US$2 Billion Euro Medium Term Note Programme
Represented dealers with regards to Financement-Québec's updated Euro Medium Term Note Programme.
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UBS AG Completes CHF15.97 Billion Global Rights Offering
Provided the Canadian representation for UBS's CHF15.97 billion global rights offering.
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Québec Issues $1 Billion in Global Notes Series QG
Represented the underwriters in Quebec's issuance of US$1 Billion in Global Notes.
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RBC Issues AUD 100M of 8.5 % Deposit Notes
Represented RBC in its issuance of AUD 100M of Deposit Notes.
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RBC Completes Issue of €3 Billion of 5.75 % Deposit Notes
Counsel to RBC in its issuance of €3 Billion of Deposit Notes.
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RBC Renews its $40 Billion Programme for the Issuance of Notes
Canadian and EU securities counsel to RBC in renewing its programme for the issuance of notes.
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RBC Issues Samurai Bonds
Acted as Canadian Counsel to RBC in its issuance, in Japan, of Yen Bonds.
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Bank of Montreal Completes Issue of €1.5B Floating Rate Deposit Notes
Represented the dealers in regards to BMO's issuance of floating rate deposit notes.
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BMO Issues €500M Floating Rate Deposit Notes
Represented the dealers in BMO's issuance of €500,000,000 Floating Rate Deposit Notes.
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Videotron Completes US$455 Million Private Placement of Senior Notes
Counsel to Videotron Ltd., the third largest cable operator in Canada, in connection with its completion of a US$455 million private placement of senior notes.
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Montréal Exchange Inc. Begins Trading on Toronto Stock Exchange
The common shares of Montréal Exchange Inc., Canada's financial derivatives exchange, began trading on Toronto Stock Exchange under the symbol MXX.
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Mecachrome Initiates IPO
Advised Mecachrome International Inc., for both the Canadian and U.S. aspects of the transaction, in its filing of a final prospectus for an initial public offering.
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Bioniche Life Sciences Receives $17.5 Million for Offering
Acted for Bioniche Life Sciences in its offering of 14,583,33 units for gross proceeds of $17.5 million.
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Royal Bank Issues Series AG First Preferred Shares
Acted as counsel to Royal Bank of Canada in connection with the issue in Canada of CAN$250 million of Series AG First Preferred Shares.
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SGF Takes Part in TPG Capital's $1.3-Billion Privatization of Axcan Pharma
Société générale de financement announced that it would invest $60 million directly into Axcan Pharma Inc. debt and equity.
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Quebecor Media Successfully Completes its Privatization of Nurun Inc.
Acted as counsel to Quebecor Media in the context of a take-over bid. The total value of the transaction was approximately $76 M.
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Ogilvy Renault Represents Hochschild Mining plc in $64.6 Million Deal
In connection with its $64.6 million strategic investment in Lake Shore Gold Corp. for a 19.9% equity interest. The deal included rights to increase to a 40% fully diluted equity interest.
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Royal Bank of Canada's Sale of $4 Billion of Six-Year Extendible Notes
Acted as Canadian counsel to RBC in connection with the sale of $4B of six-year extendible notes in a 144a private placement.
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TVA Group Repurchases $51M in Class B Non-Voting Shares
Acted as counsel to TVA Group Inc. in its $51,000,000 offer to repurchase up to 3,000,000 of its Class B Non-Voting Shares under a substantial issuer bid.
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Quebec Completes Issue of €1.25B Euro Medium Term Notes
Represented the dealers in regards to Quebec's issuance of Euro medium term notes.
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Solidarity Fund QFL Purchases the $100M Unsecured Debenture of TFI Holdings
Counsel to Solidarity Fund QFL in the purchase of a $100M unsecured debenture of TFI Holdings, a wholly owned subsidiary of TransForce Inc.
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Hydro-Québec's Request for Proposals and Award of Wind Farm Contracts with a Potential Investment Value of $5.5 Billion
Represented Hydro-Québec during the process that led to it being awarded 15 contracts to develop wind farms.
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Royal Bank of Canada Completes Public Offering in Canada of CDN $212.5M in Series AH First Preferred Shares
Canadian counsel to the RBC in connection with the public offering in Canada of 8.5 million Series AH First Preferred Shares.
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Nortel Completes Offering of US$675 Million Senior Notes
Represented Nortel, in Canada, with regards to its offering of 10.75% Senior Notes due 2016.
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Tembec Completes Recapitalization
Represented BMO, the financial advisor to Trembec's recapitalization.
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National Bank of Canada Completes Public Offerings of Over $200M in Preferred Shares
Represented the syndicate of underwriters in connection with the public offering by National Bank of Canada of Preferred Shares.
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Quebec Completes Issue of CHF 250M Euro Medium Term Notes
Represented dealers in Quebec's CHF 250M issuance of Euro Notes under its US$14M Euro Medium Term Note Programme.
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South Asia Energy Management Systems Closes Loan Credit Facility
Represented Jacob & Co. in arranging a term loan credit facility for South Asia Energy Management Systems.
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RBC Offers $1B Medium Term Notes
Represented RBC in its public offering in Canada of $1 billion of Series 12 fixed/floating rate Medium Term Notes.
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Petaquilla Minerals Closes Brokered Private Placement of Units Through Casimir Capital
Acted as counsel to Casimir Capital LP, the agent, in the US $32,250,000 offering of units of Petaquilla Minerals Ltd.
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Vista Gold Corp Completes Offering of $US30M Secured Notes
Acted as counsel to the agent, Casimir Capital LP, pursuant to their agency agreement with Vista Gold Corp.
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National Bank of Canada Completes Public Offering of Preferred Shares
Represented underwriters in National Bank of Canada's public offering of $150 million of Non-Cumulative Fixed Rate First Preferred Shares.
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Bell Aliant Regional Communications Limited Partnership Files Short Form Base Shelf Prospectus
Acted for the syndicate of agents, co-led by BMO Nesbitt Burns Inc., CIBC World Markets Inc. and TD Securities Inc.
More
Quebecor World Makes High-Yield Offering of US$400,000,000 9¾% Senior Notes
Senior Notes issued and sold on a private placement basis in the United States and to a limited number of accredited investors in Canada
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Æterna Zentaris Offers Subordinate Voting Shares of Atrium Biotechnologies Inc.
Acted for the Quebec City-based biopharmaceutical company in its $55 million secondary offering
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Events
The Canadian Institute's Advanced Forum on Derivatives - Reducing Counterparty and Legal Risks in Derivatives Transactions
Barry Segal and Alana Hunt are both speakers at this conference.
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The Activist Investor Conference 2010
Along with corporate managers, investors and proxy advisors, Walied Soliman and Orestes Pasparakis present a 360 degree view of activist investment strategies and their impact on corporate performance and returns.
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Benefits Canada Webinar: Ready for IFRS?
David Vincent and Andrew Welsh are presenters of this webinar.
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Legal Matters Seminar Series - IMAX Decision: Class Action for Statutory Misrepresentation Claim to Proceed
In December 2009, an Ontario court certified Canada's first secondary market liability class action for misrepresentations under the Ontario Securities Act civil liability provisions.
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IFRS Breakfast Seminar
Ogilvy Renault is pleased to invite you to a breakfast seminar on International Financial Reporting Standards (IFRS), featuring guest speaker Marion Kirsh, Associate Chief Accountant, Ontario Securities Commission.
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Proxy Fights: The Strategic Alternative to Takeover Bids
Join Ogilvy Renault for this interactive seminar, with speakers from the United States and Canada, and find out what companies, directors and investors need to know to take advantage of—and defend against—proxy fights.
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Thunder Bay Law Association 2009 Continuing Legal Education Program
Jay Lefton is a speaker on stock options and other equity-based incentives for employees and consultants at this conference.
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ACC 2009 Annual Meeting: The Association of Corporate Counsel's Annual Meeting (Boston, USA, October 18-21, 2009)
It's October and again we turn our attention to an important event for our firm as well as for our clients - the Association of Corporate Counsel's (ACC) Annual Meeting. This year, it will take place in Boston, Massachusetts from October 18-21, 2009.
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Impact of New TSX Rules on Public Acquisitions: What You Need to Know NOW.
Please join us for a live audio webcast on Wednesday, October 7 at 12:00 pm on the implications of the recently announced Toronto Stock Exchange amendments requiring TSX listed issuers to obtain security holder aproval of acquisitions of public companies.
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Sault Ste. Marie Innovation Centre Workshop
Jay Lefton is a speaker on various legal topics at SSMIC's upcoming workshop in September.
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WAISC'09 - 8th Annual World Alternative Investment Summit Canada
Walied Soliman is a speaker at the session on Islamic finance.
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CICA Annual IFRS Conference - Critical Issues in Implementation
Dawn Whittaker presents a session entitled Preparing Your MD&A.
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2009 IFRS In Canada - Business Issues and Conversion Strategies
Dawn Whittaker and Andrew Welsh, partners in the Business Group, present a session entitled Key Legal Considerations for IFRS Convergence Planning.
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IFRS Adoption: Practical Solutions for Deposit Taking Institutions
Dawn P. Whittaker, Partner, presents CSA Update, a session that will provide practical tips and advice on preparing a top-notch MD&A during the transition period and going forward.
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The Essentials of Investor Relations
Dawn Whittaker presents a session entitled Keeping Current on Regulatory Changes.
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Sixième conférence avancée sur le financement et les sûretés
Virginie Gauthier leads a securities workshop, Arnold Cohen moderates a roundtable on non-traditional financing, Serge Levy presents a session on asset-based lending challenges, and Walied Soliman presents a session on Islamic finance.
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2008 Financial Accounting and Reporting Update for International Regulatory Compliance
Dawn Whittaker presents a session on Key Legal Considerations for IFRS Convergence Planning and Continuous Disclosure.
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Publications
Venture Issuer Consultation
The securities regulators in British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick and Nova Scotia recently published a consultation paper designed to assess market interest in developing a more tailored approach to regulating venture issuers.
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Federal Government Proposes Canadian Securities Legislation
The Government of Canada has recently released proposed federal securities legislation which marks a key step towards its commitment to establish a Canadian securities regulator.
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Listing in Canada: An Opportunity for Cleantech Issuers
Canada, which is already a world leader in resource finance, also offers a favourable climate for public listings and capital raising for Canadian and foreign cleantech companies.
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Toronto and Tel Aviv Exchanges Sign MoU: Is Dual-Listing on the Horizon?
On February 10, 2010, the Toronto Stock Exchange and the Tel Aviv Stock Exchange announced the signing of a Memorandum of Understanding to formalize cooperation between the TASE and both the Toronto Stock Exchange and the TSX Venture Exchange.
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Canadian Covered Bond Legislation Contemplated As Part of Federal Budget
Having been involved in the establishment of covered bond programs for Canadian financial institutions from the outset, we are pleased to see that the Government's March 2010 budget contemplates the introduction of covered bond legislation.
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New Insider Reporting Regime to Take Effect in Canada
On January 22, 2010, the Canadian Securities Administrators published advance notice that they will adopt a new reporting regime for insiders of public issuers in Canada.
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Legislative Amendments Affecting the Securities Sector in Quebec
Many of the provisions of the Act to amend various legislative provisions principally to tighten the regulation of the financial sector came into force on December 4, 2009. The text of the Act can be found on the website of the...
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IMAX Decision - Secondary Market Liability for Misrepresentations
On December 14, the Ontario Superior Court released its long-awaited reasons in IMAX. This is the first judicial interpretation of the leave requirements which must be met by a shareholder wishing to bring a civil secondary market liability claim...
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GST/QST on Investment Manager Fees
On April 16, 2009 the Federal Court of Appeal released its decision which dealt with whether fully-discretionary investment management services were taxable supplies subject to GST.
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Passport for Business - Fall 2009
Ogilvy Renault's Passport for Business magazine is a publication dedicated to the business and legal issues facing American and Canadian companies.
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Quebec Court of Appeal Rules in Power Corporation du Canada c. MÉDAC
In a recent ruling Power Corporation du Canada c. Mouvement d'éducation et de défense des actionnaires, the Quebec Court of Appeal addressed certain issues related to section 157(1) of the Canada Business Corporations Act...
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TSX to Require Security Holder Approval of Acquisitions of Public Companies by TSX Listed Issuers
On September 25, 2009, the Toronto Stock Exchange (the ''TSX'') adopted amendments to its Company Manual which will become effective on November 24, 2009 ( the ''Effective Date'').
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New Registration Regime Introduced by Canadian Securities Administrators
National Instrument 31-103 Registration Requirements and Exemptions and Companion Policy 31-103 CP - Registration Requirements and Exemptions were published by the Canadian Securities Administrators on July 17, 2009.
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Guidance on Transition to New Registration Regime
It is anticipated that National Instrument 31-103 - Registration Requirements and Exemptions will be published in final form July 17, 2009 and will take effect September 28, 2009.
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Passport for Business - Spring 2009
Cross-border business and issues with a distinctly Canadian perspective.
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Special Purpose Acquisition Corporations in Canada
Canadian Special Purpose Acquisition Corporation programs provide a new option for U.S. companies looking for an alternative to private equity for acquiring companies.
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Update on Adoption of International Financial Reporting Standards
On May 21, 2009, the Canadian Securities Administrators issued Staff Notice 52-324, an update on the changeover to international financial reporting standards in Canada.
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Battles Will Continue in Active Year for Proxy Fights
While most proxy fightshave been in the resource sector so far, the scope of possible activity could widen as share prices in all sectors continue to struggle and shareholders become more aggressive.
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Your Guide to Doing Business in Canada
This Ogilvy Renault publication provides non-Canadian businesses, organizations and investors a concise overview of Canada's legal and regulatory framework that impact the conduct of business in Canada.
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TSX Proposes Amendments to Require Security Holder Approval for Dilutive Public Company Acquisitions
The TSX has published for comment proposed changes to its Company Manual, which would require TSX listed issuers to obtain security holder approval where they propose to issue securities in connection with the purchase of a public company.
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FINRA Proposes New Registration Category for Investment Bankers
FINRA believes the creation of this new customized limited registration category will result in enhanced investor protection and member compliance. The proposed rule is also intended to allow members to allocate their training resources more efficiently.
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Canada's Extraordinary Financing Framework: New Announcements
On February 23, 2009, two initiatives were announced in the context of the Government of Canada's Extraordinary Financing Framework which supports financing for Canadian businesses and consumers.
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The Quebec Derivatives Act Comes into Force
This legislation results from a need identified by a group of specialists from the Autorité des marchés financiers for modern legislation to provide oversight of the derivatives sector given the remarkable growth of derivatives transactions worldwide.
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Federal Government Proposes Statutory Amendments to Assist Stability of Canadian Financial System
An overview of the amendments proposed by Bill C-10: An Act to implement certain provisions of the budget tabled in Parliament on January 27, 2009 and related fiscal measures.
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New CEO/CFO Certification Requirements in Force December 15, 2008
National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings and its Companion Policy will repeal and replace the current certification rules and expand the certification and disclosure requirements with respect to ICFR.
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Executive Compensation in Canada: New Disclosure Rules and Linking Pay to Performance
Andrew Fleming and Tracey Kernahan, lawyers in the Business Law Group, wrote an article for the December 2008 issue of Financier Worldwide on the new rules of executive pay disclosure.
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Establishing a Defence Against Civil Liability for Misrepresentations Contained in Forward-Looking Information
The Ontario Securities Commission recently published Policy 51-604 - Defence for Misrepresentations in Forward-Looking Information. The Policy provides guidance to issuers who are attempting to establish a defence against their liability to investors.
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New Rules on Executive Compensation Disclosure
The CSA has introduced new rules regarding the disclosure of executive compensation which are intended to improve the quality of such disclosure.
More
TSX Publishes Listing Rules For Special Purpose Acquisition Corporations
On August 15, 2008, the Toronto Stock Exchange (TSX) published for comments proposed new rules regarding the listing on the exchange of special purpose acquisition corporations (SPACs).
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New Regulations Regarding Principal Protected Notes to Take Effect July 1, 2008
An overview of the new federal regulations introduced in response to concerns about investments in PPNs given the increased variety and complexity of such products.
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Canadian M&A in 2008: The After Party
Rick Sutin wrote about the M&A landscape amidst a slow American economy and a high Canadian dollar. The article appears in the 2008 Lexpert Guide to the Leading U.S./Canada Cross-border Corporate Lawyers in Canada.
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Proposed Certification Rules
The Canadian Securities Administrators (the CSA) have published for public comment a new national instrument which, if enacted, would repeal and replace Multilateral Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings.
More
Planning for Canada's Conversion to International Financial Reporting Standards - Advance Disclosure Obligations
Canadian reporting issuers should be thinking about communicating to the market their conversion strategy and the potential impact of IFRS on their financial statements.
More
IBA Takeover Guide: Canada
Jay A. Lefton provides an introduction to key laws, regulations, and issues surrounding takeover bids in Canada. This is a joint initiative between the IBA's Corporate and M&A Law and Securities Law committees.
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Montréal Exchange Inc.: No Insider Trading
On March 13, 2008, the Autorité des marchés financiers confirmed to Montréal Exchange Inc. (MX), following an investigation, that trading in MX's stock had not given rise to any offence.
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OSC Releases Notice on Environmental Reporting Obligations
On February 28, 2008, the Staff of the Ontario Securities Commission released a Staff Notice on Environmental Reporting, which sets out the most thorough guidance to date on environmental disclosure for reporting issuers.
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New Rules for Filing and Disclosing Material Contracts
Effective March 17, 2008 there will be new rules applicable to the filing and disclosure of material contracts with securities regulators.
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Decision on Timely Disclosure of Merger Negotiations Released by the Ontario Securities Commission
On January 14, 2008, the Ontario Securities Commission (the Commission) issued its decision In the Matter of AiT Advanced Information Technologies Corporation (AiT), Bernard Jude Ashe (Ashe) and Deborah Weinstein (Weinstein).
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New CSA Rules on Forward-Looking Information Will Take Effect December 31, 2007
Effective December 31, 2007, the Canadian Securities Administrators are amending several national instruments and forms which will implement new requirements for forward-looking information, including future-oriented financial information (FOFI)...
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Civil Liability Remedy for Secondary Market Disclosure Now Available in Quebec
On November 9, 2007, An Act to amend the Securities Act and other legislative provisions[1] (the "Act") came into force.
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Supreme Court of Canada Affirms Dismissal of Danier Leather Shareholder Class Action
The Supreme Court of Canada issued its decision in the shareholder class action suit Kerr v. Danier Leather Inc.
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Proposed Internal Controls Certification
The Canadian Securities Administrators are proposing to introduce a new national instrument to repeal and replace Multilateral Instrument 52-109 - Certification of Disclosure in Issuer's Annual and Interim Filings (MI 52-109).
More
Proposed New Rules on Executive Compensation Disclosure
The CSA recently published for public comment proposed amendments to National Instrument 51-102 - Continuous Disclosure Obligations (the "Proposed Amendments") and Form 51-102F6 - Statement of Executive Compensation (the "Form").
More
The CSA Propose a Harmonized Registration Regime
The CSA recently published for public comment proposed National Instrument 31-103 Registration Requirements (the Rule) and Companion Policy 31-103 CP (the Companion Policy).
More
Proposed CSA Rules Relating to Forward-Looking Information Including Future-Oriented Financial Information and Financial Outlooks
In December 2006, the Canadian Securities Administrators (CSA) published for comment proposed amendments to several national instruments and forms that would implement new requirements for forward-looking information, including future-oriented...
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OSC Issues Decision in Sears Canada Bid
The Ontario Securities Commission recently released its decision regarding the proposed privatization of Sears Canada Inc. ("Sears Canada") by its U.S. parent, Sears Holdings Corporation ("Sears Holdings").
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Ogilvy Renault LLP 2005 Annual Review
We are pleased to share the following 2005 highlights from our four main practice areas: Business Law, Litigation, Intellectual Property and Employment and Labour Law.
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New Legislation for Liability for Continuous Disclosure Violations in Force on December 31, 2005
Secondary market investors will have statutory right of action for continuous disclosure violations effective December 31, 2005
More
Secondary Market Liability is Almost Here - An Ogilvy Renault LLP Seminar
Amendments to the Securities Act (Ontario) will come into force on December 31, 2005.
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Ontario's New Civil Liability Regime for Continuous Disclosure Violations - as it Relates to Mutual Funds
Amendments to the Securities Act (Ontario) will come into force on December 31, 2005.
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Impact of National Instrument 45 106 Prospectus and Registration Exemptions on Private Placements in Quebec
On September 14, 2005, the Autorité des marchés financiers (AMF) and the other Canadian Securities Administrators implemented National Instrument 45-106 Prospectus and Registration Exemptions...
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Federal government announces moratorium on providing advance income tax rulings on flow-through structures, including income trusts
On September 8, 2005, the federal government issued a paper and launched consultations with the public on the tax treatment of income trusts.
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National Instrument 55-101 Insider Reporting Exemptions is Amended
The Canadian Securities Administrators (CSA) will implement amendments to National Instrument 55-101 Insider Reporting Exemptions (the "Instrument") and Companion Policy 55-101CP (the "Policy") on April 30, 2005, subject to receipt of the necessary...
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A National Approach to Corporate Governance is Finalized
On April 15, 2005, the Canadian Securities Administrators (CSA) published in final form National Policy 58-201 Corporate Governance Guidelines (the "Policy") and National Instrument 58-101 Disclosure of Corporate Governance Practices...
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Proxy Season 2005: A Checklist for Issuers
Over the past year many changes have been introduced by the Canadian regulators, and other changes will become effective in the near future which will affect issuers this proxy season.
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Securities Regulators Adopt Policy on Income Trusts
On December 3, 2004 the Canadian Securities Administrators (CSA) published and implemented National Policy 41-201 - Income Trusts and Other Indirect Offerings.
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The CSA Propose a Unified Approach to Corporate Governance
On October 29, 2004, the Canadian Securities Administrators published proposed National Policy 58-201 Corporate Governance Guidelines and National Instrument 58-101 Disclosure of Corporate Governance Practices .
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Changes on the Horizon in Quebec Securities Law: A Step Towards Harmonization
On November 11, the Minister of Finance introduced Bill 72, An Act to amend the Securities Act and other legislative provisions.
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New Shortened Deadline for Filing Annual Financial Statements Could Impact 2005 Annual Meeting
Under the new Canadian continuous disclosure regime, reporting issuers, other than venture issuers, must now file and deliver their annual financial statements within 90 days of their year-end instead of within 140 days.
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The Danier Decision: Important Guidance on Forecasts
A recent decision of the Ontario Superior Court of Justice should cause issuers, underwriters and their advisers to exercise caution in publishing and monitoring financial forecasts, particularly in the context of an initial public offering.
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What You Need to Know about Changes to the Canadian Continuous Disclosure Regime
The Canadian Securities Administrators (CSA) recently published National Instrument 51-102 Continuous Disclosure Obligations (the CD Instrument) which is expected to come into force on March 30, 2004.
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The Canadian Securities Administrators Venture Further into the Corporate Governance Arena
The Canadian Securities Administrators took a further step into the corporate governance arena by publishing proposed Multilateral Policy 58-201 Effective Corporate Governance and Multilateral Instrument 58-101 Disclosure of Corporate Governance...
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2003 Annual Review
Highlights of some of our top cases in Securities, Mergers & Acquisitions, and Litigation.
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CSA Corporate Governance Initiatives Impact on Assessing Directors' Duties?
Concern with restoring investor confidence in the capital markets and deterring corporate malfeasance has resulted in numerous corporate governance initiatives being undertaken in recent years in Canada.
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Federal Legislative Measures Proposed to Combat Insider Trading and Criminal Negligence
On June 12, 2003, the Minister of Justice of Canada, the Honourable Martin Cauchon, tabled two bills in the House of Commons aimed at extending the application of the Criminal Code to Canadian businesses and organizations.
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The CSA Propose Reforms To Enhance Investor Confidence
Following a ten-month consultation initiated by the Ontario Securities Commission, the Canadian Securities Administrators1 have released for public comment new proposed rules regarding audit committee composition and functions, certification of interim...
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On-Line Insider Reporting System
The System for Electronic Disclosure by Insiders (SEDI), which was suspended last year, will be back on-line starting May 5. Insiders will be required to file insider trading reports on SEDI commencing June 9, 2003.
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Limit Liability of Unitholders of Publicly Traded Trusts
The Government of Ontario announced on March 27, 2003 that it intends to introduce legislation to clarify that investors in publicly traded trusts will not be liable for the activities of the trust.
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New Developments in Securities Regulation
Insider reports to be required for certain derivative transactions, OSC introduces new fee regime & CSA proposes simplification of resale rules.
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TSE: Corporate Governance Standards & Listing Requirements
In late November 2002, The Toronto Stock Exchange corresponds with all listed companies and numerous other participants in the capital markets to explain the current statusof the proposed changes to its Corporate Governance Guidelines and announces...
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New Regulatory Structure for the Quebec Financial Sector
On December 11, 2002, an amended Bill 107, An Act respecting the Agence nationale d'encadrement du secteur financier was enacted.
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CSA Finalizes Policy on Selective Disclosure
On July 12, 2002, the Canadian Securities Administrators (the "CSA") adopted the final version of National Policy 51 201 Disclosure Standards (the "Policy").
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Amendments to Security holder Communication Procedures
The Ontario Securities Commission has adopted a rule (National Instrument 54 101) (the "New Rule") which replaces National Policy Statement 41 (the "Old Policy")1 dealing with communications with shareholders and other securityholders.
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Securities Law Update: Amendments to the Securities Act (Ontario) and Amended Disclosure Rules on Corporate Governance
On December 14, 1999, proposed amendments to the Securities Act (Ontario), the Commodity Futures Act and the Toronto Stock Exchange Act received royal assent and came into effect.
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Media Highlights
Toronto Stock Exchanges Rule The Cleantech Roost
The TMX Group is quietly becoming a leader in listings for clean technology companies. Richard Sutin comments in the National Post.
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G8 et G20: Les enjeux
On the eve of the G8 and G20 summits in Canada, Michael Fortier addresses various issues on TVA pertaining to the international meetings.
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Class Action Reaction
Jeremy Devereux talks to Lexpert about the impact of the Imax securities class action case may have on the development of statutory reforms.
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Unsettled Law
Jeremy Devereux talks to Canadian Lawyer about the Silver v. IMAX Corp. securities class action.
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Les initiés devront faire plus vite
Christine Dubé talks to Les Affaires about the new rules on insider reporting, which will impose the reporting obligations only on those officers who have significant power or influence.
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Securities Class Actions Growing In Canada: Report
Jeremy Devereux says in Canadian Lawyer InHouse the decision to grant leave for the class action in the Silver v. IMAX Corp. case and the common law claims for secondary market misrepresentation will drive securities class actions in 2010.
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Executive Bonanza May Loom
Trust conversions may trigger change of control provisions. Dawn Whittaker comments in the National Post.
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Thierry Dorval and Walied Soliman Named Leading Lawyers Under 40
Ogilvy Renault LLP is pleased to announce Thierry Dorval and Walied Soliman, partners in the Business Law Group, are recipients of Lexpert's Leading Lawyers Under 40 award. The award honours Canada's rising stars of the legal community...
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Insider Trading
Sophie Melchers talks to Lawyers Weekly about insider trading rules and how the concept of privileged information has evolved.
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Proxy Fights
Should we expect to see more proxy fights in Canada? Orestes Pasparakis sits down with BNN's After Hours.
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Le G20 a fait ses preuves
On Canal Argent, the Honourable Michael Fortier talks about the G20 Summit, saying representatives should be cautious in their negotiations on establishing a new regulatory framework for the financial industry.
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Ogilvy Renault Ranks High In Corporate Finance Tables
In the Financial Post's Q2 2009 Corporate Financing tables, Ogilvy Renault ranked in the top five of two categories—and in the top ten of three others.
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Best Canadian Law Firm Two Years In A Row: Ogilvy Renault Shines At ILA Awards
The International Legal Alliance Summit has named Ogilvy Renault the Best Canadian Law Firm for a second year in a row.
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Obama Rewrites Financial Rules
Andrew Fleming is quoted in the Globe and Mail on President Barack Obama's sweeping overhaul of financial regulation in the United States.
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Boardroom Battles Getting Personal
It's common for directors to hire private investigators to dig up information on opponents in proxy battles, says Walied Soliman in the Globe and Mail Law Page.
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How To Go Public Cheaper And Faster
The streamlined approach of the Canadian National Stock Exchange gives small and mid-sized businesses another option to list their company, says Andrew Grossman in the National Post.
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Ogilvy Renault Leads Canadian Firms in Euromarket Bonds
According to Bloomberg's third quarter league tables for 2008, Ogilvy Renault leads all Canadian law firms in Euromarket bonds as both issuer and manager advisers.
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La prudence succède à la frénésie
Francis Legault, chair of our Corporate Finance and Securities team, analyzes the impact of the financial crisis on the M&A market, in La Presse.
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A New Battleground
Walied Soliman talks to the Financial Post about the rise of proxy fights as a way for so-called shareholder activists to leverage control of their financial interests.
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A Mid-2008 Report On Developments In Canadian M&A And Investment Law And Practice
Rick Sutin reviews the year in business so far, including an analysis of foreign investment and shareholder activism, in the September issue of ACC Docket's Canadian Briefings.
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Clock Ticking On Accounting Change For Public Companies
The time is now to prepare for the switch to the International Financial Reporting Standards. Andrew Fleming explains in Law Times.
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Ogilvy Renault Wins Canadian Gold Award for M&A and Corporate Finance
The International Legal Alliance has named Ogilvy Renault its Canadian Gold Award winner for 2008 in M&A and Corporate Finance. The award recognizes the best global performers in the legal profession.
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Canadian M&A in 2008: The After Party
Rick Sutin wrote about the M&A landscape amidst a slow American economy and a high Canadian dollar. The article appears in the 2008 Lexpert Guide to the Leading U.S./Canada Cross-border Corporate Lawyers in Canada.
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Raising Capital on the TSX and AIM - Canadian and UK Experts Look at the Facts
Most Canadian companies have historically listed on domestic exchanges. But recently, there has been a trend of smaller, growing companies listing on the Alternative Investment Market (AIM) of the London Stock Exchange (LSE)...
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Terence Dobbin Featured in Financier Worldwide
Terence S. Dobbin, a partner in Ogilvy Renault's Business Law practice, was invited to write a guest column in November's UK-based Financier Worldwide magazine.
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Ogilvy Renault Acting for Alcan in US$38.1B Deal with Rio Tinto
When it comes to Canada's biggest deals, Ogilvy Renault LLP is there. Our firm is representing Alcan on the US$38.1 billion offer of acquisition by Rio Tinto.
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Symmetry Holdings to acquire Novamerican Steel for US$582.2 million
Symmetry Holdings Inc. and Novamerican Steel Inc. announced that they have entered into a definitive agreement whereby Symmetry will acquire all of the issued and outstanding shares of Novamerican for US$585.2 million, or $56 per share, in cash.
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Ogilvy Renault LLP Represents Montréal Exchange in its Original Stock Exchange Listing
Today, the common shares of Montréal Exchange (MX), Canada's financial derivatives exchange, began trading on the Toronto Stock Exchange under the symbol MXX.
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Ogilvy Renault Represents Four Seasons Founder
The Four Seasons Hotel announced on November 6, 2006, that it had received a proposal to pursue a transaction through which it would be taken private.
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Ogilvy Renault Appoints Renaud Coulombe As Montréal Chair of Business Law Group
Ogilvy Renault LLP is pleased to announce that Renaud Coulombe has been appointed as Chair of the Business Law Group in the Montréal office.
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Ogilvy Renault Announces New Executive Appointments
Jacques Demers and Jim Riley to Lead Toronto Office.
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Feature
In 2009, our
Business Law Group represented clients in numerous high-profile, strategic matters, both domestically and internationally.
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Contacts

Francis R. Legault
514.847.4495
flegault@ogilvyrenault.com
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Michael J. Lang
416.216.3939
mlang@ogilvyrenault.com
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