securities/shareholders' litigation
Relationships between corporations and their stakeholders have evolved significantly in recent years. This evolution has affected public and private companies alike. Emerging class actions for secondary market disclosure will impact these relationships even further.
McMillan has been at the forefront of those changes defending client interests at all levels of court across Canada, including the Supreme Court of Canada.
We have acted on the full spectrum of possible disputes from challenging the $51 billion leveraged buyout of BCE to clashes within a family business.
We act for a variety of stakeholders, including corporations, shareholders, directors, officers, debenture holders, acquirers, targets and strategic investors who seek corporate change.
Main Areas of Service:
Director & Officer Liability
- Independent committees
- Negligence
- Breach of fiduciary duty
- Misappropriation of corporate opportunity
- Internal investigations
- Statutory offences and statutory liability claims
Securities Disputes
- Take-over disputes
- Shareholder Rights Plans
- Prospectus misrepresentations
- Insider Trading
- Securities Commission hearings and investigations
- Plans of Arrangement
- Disciplinary matters
- Broker liability
Shareholder Disputes
- Proxy contests
- Shot-gun disputes
- Oppression actions
- Derivative actions
- Dissent and appraisal remedies
- Valuations
- Shareholder liability to creditors
Partnership Disputes
- Limited liability and general liability disputes between partners
- Winding up and liquidation
- Fiduciary duties
Representative Matters
- BCE : acted for a number of institutional debentureholders in challenging the attempted $51 billion leveraged buyout for BCE
- Adga v. Valcom : acted for the successful plaintiff in Canada's leading case on personal tort liability for corporate officers.
- Boliden : defended Boliden and its directors in a class action alleging IPO prospectus misrepresentation and secondary market harm
- Menu Foods : acted for the board of directors in a product liability class action which alleged that directors had breached their duties
- Crystallex International : defended Crystallex and its directors against claims by debentureholders that the corporation had breached the terms of the debenture and that directors had breached their duties to the corporation
- Pusateri's : acted for one shareholder group in a dispute that led to a court-supervised auction of a leading, high-end Toronto food retailer
- Linamar : acted for Linamar in a shareholders dispute relating to an international joint venture with Wescast Industries Inc.
- Slater Steel : successfully defended a director against insider trading allegations by the Ontario Securities Commission
- Rogers Broadcasting : successfully resisted certification of an oppression class action
- Spider Resources : successfully maintained a shareholders rights plan in place over the objections of Ontario Securities Commission Staff and a competing bidder
- Plans of Arrangement : successfully completed a significant number of plans of arrangement for public companies including St. Andrews Goldfields, Apollo Gold, Telco Research, Fralex Therapeutics and Allen Vanguard
Recognition
Members of the corporate governance litigation group are recognized as leading practitioners in such major legal directories as:
- Best Lawyers in Canada
- Chambers Global
- International Who's Who of Business Lawyers
- Dispute Resolution PLC
Publications
Our group members have authored leading publications in the area of shareholder remedies and corporate governance including:
- Oppression and Related Remedies (Carswell, 2004)
- Executive Liability & the Law (2nd ed, Carswell, 2011)
- Directors' Liability: A Worldwide Review (Kluwer Law International, 2010), Canadian Chapter
- The Ultimate Corporate Counsel Guide , Chapter on Corporate Governance
Members also teach and speak regularly on corporate governance issues before organizations such as the Institute of Corporate Directors, the Canadian Corporate Counsel Association, Osgoode Law School CLE programs, the Canadian Institute and Federated Press.
Publications / Presentations
|