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  • Francization – Bill No 14 amending the Charter of the French language

    This publication was authored by Luc Thibaudeau, former partner of Lavery and now judge in the Civil Division of the Court of Québec, District of Longueuil. The title of this newsletter gives a good summary of the explanatory notes that serve as an introduction to Bill 14, entitled An Act to amend the Charter of the French language, the Charter of human rights and freedoms and other legislative provisions (the “Bill”). The legislator is concerned that English is being used systematically in certain workplaces. The Bill was tabled on December 5, 2012 and the proposed amendments are designed to reaffirm the primacy of French as the official and common language of Quebec.

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  • TSX amends director election rules and proposes a majority voting requirement

    Issues surrounding the election of directors of public companies gained the attention of Canadian securities regulators in the last years due to concerns expressed by large institutional investors that current Canadian rules regarding the election of directors were not democratic nor aligned with current practices in other countries.

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  • Advance notice policies: A tool to consider with regard to shareholder nominations for electing directors

    On July 20, 2012, the Supreme Court of British Columbia (the 'Court') rendered a judgment that sheds new light on the shareholder nomination process for electing the directors of a business corporation. In fact, the Court confirmed that a corporation’s policy, which aimed to impose an advance nomination process at a shareholders’ meeting, was reasonable and did not infringe shareholder rights with respect to electing the directors of a corporation.

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  • Related-Party Transactions: Can You Avoid the Nightmare?

    Are you planning to carry out a transaction? Does it involve a party that is related to your company? If so, you may be forced to obtain an independent valuation and the approval of your minority shareholders, file a geological report, and disclose detailed information. The costs engendered by these requirements can escalate rapidly or turn into a procedural nightmare that could considerably delay your transaction. However, it is possible to avoid or limit some of these requirements by involving a legal counsel sufficiently early in the transaction.

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  • Securities Brief - Forward-Looking Information

    Avoid the use of “boilerplate” disclosure Identify the nature of any material forward-looking information as well as material factors and in the disclosure documents Avoid statements pursuant to which a reporting issuer assumes no obligation to update its statements!

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  • The new QSSP has arrived

    Introduced in 1979, the Quebec Stock Savings Plan (QSSP) was enormously successful in the 1980s, encouraging the emergence of numerous Quebec SMES. The SME Growth Stock Plan, which replaced the QSSP in 2005, achieved a more mixed success. The 2009-2010 provincial budget attempts to remedy this situation. QSSP II came into force on March 19, 2009 and will come to an end on December 31, 2014.

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  • Your Contracts: a Systematic and Disciplined Approach is Called for

    Every day, and several times a day, we enter into contracts without knowing it or without considering and controlling their effects. This bulletin provides a brief and non-exhaustive summary to help you better understand, prepare for and monitor your contractual environment.Do you know that a contract is a meeting of minds that may be expressed and entered into in different ways (written, verbal, e-mail, filling of orders, etc.). Do you know that a contract may be amended or rights abandoned by actions, words or subsequent writings, or by failing to take action in a timely manner.This bulletin provides practical advices before you drafting, negotiating, also advices regarding the performance and monitoring of contracts.In summary, clarity, transparency, a mutual understanding of the goals and expectations of each party, good faith and the use of a systematic and disciplined approach will smooth the way for your contracts. Have good contracts!

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  • The Role of the Chair of the Board of Directors

    The role and duties of a Chair are not defined and circumscribed in incorporating statutes (federal and Quebec) except in the case of Quebec government-owned corporations and then, only in part. Boards of directors have been at the centre of the public debate on corporate governance in recent years. This heightened focus on boards has provoked questioning and reflection on the role and liability of the Chair.This newsletter reviews the legislative, regulatory and jurisprudential framework of the Chair’s role.Every company and every period in its development has specific characteristics and requirements. The context, the identity of the company’s shareholders or members, as the case may be, the composition of the board, and the personalities of the Chair and of the CEO are some of the many factors that will affect the role of the Chair and the specific qualities that the Chair of a particular company should have. However, the fundamental features and requirements should remain constant, regardless of the circumstances. This newsletter has attempted to explain and describe some of them.

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  • In-house Counsel's Obligations - Under Certain Provisions of the Code of Ethics of Advocates

    The Code of ethics of advocates (R.R.Q., 1981, c. B-1, r.1) (the “Code”) applies to all lawyers inscribed on the Roll of the Order of Advocates “regardless of the context or manner in which he engages in his professional activities or the nature of his contractual relationship with the client ” (article 1.00.01). Therefore, the Code applies to in-house counsel.This article highlights certain provisions of the Code and is intended to provide food for thought to in-house counsel regarding those provisions of particular interest for him.

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