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Is It A Material Adverse Effect?
You are general counsel to a large healthcare products company that has agreed to acquire a medical devices company in a public merger for $25 billion in cash and stock. The business rationale for the acquisition is your company's desire to enter the market for heart rhythm devices - implanted...
Read MoreA Revival Of Summary Judgment For Employers
Many courts, including the United States Supreme Court, have recommended summary judgment as the appropriate mechanism for disposing of meritless employment discrimination claims.1 Even so, courts have shown some reluctance to grant these motions, on the theory that discriminatory intent is a...
Read MoreSEC Gives Smaller Companies An Extra Year To Comply With Internal Control Rules
The U.S. Securities and Exchange Commission has given certain companies with a public float of less than US$75 million an extra year to comply with the internal control rules under section 404 of the Sarbanes-Oxley Act of 2002 (S-Ox). Section 404 of S-Ox requires companies to include in their...
Read MoreCanada - Law Firms The Canadian M&A Transaction: Similarities And Differences
Editor: Ms. Geraghty, I note that your practice focuses on mergers and acquisitions. Would you tell our readers something about your professional experience and how your practice developed in this way? Geraghty: I joined Torys' corporate department in 1988, at a time when there was little...
Read MoreProject: Corporate Counsel Part II (Unintended Consequences) - Law Firms Fleeing The Court System - A Long-Term Perspective
Editor: Corporate counsel are troubled by the ability of the plaintiffs' bar to use in civil litigation otherwise privileged information made available to a prosecutor. How serious is this problem? Dorkey: They are right to be worried. I start with the proposition that the courts do not give much...
Read MoreDoes Canada Deserve To Be On The USTR's Intellectual Property Watch List?
Each year, the Office of the United States Trade Representative (USTR) issues a report identifying foreign countries that, in its view, deny adequate and effective protection of intellectual property rights (IPR). The USTR has set up three lists, in decreasing order of "severity": (1) Priority...
Read MoreTeck Cominco Decision May Open Door To Cross-Border Environmental Claims
An important decision of the U.S. District Court for the Eastern District of Washington ( Pakootas v. Teck Cominco Metals, Ltd.1 ) could extend the reach of U.S. environmental law to Canadian companies that are alleged to have caused pollution in the United States - even when a company's activities...
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