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The CSA Proposes Amendments to the Current Take-Over Bid Regime

Posted by: and · September 24th, 2014

On September 11, 2014, the Canadian Securities Administrators (the “CSA”) published CSA Notice 62-306, announcing proposed amendments (the “Proposed Bid Amendments”) to the current rules governing take-over bids contained in Multilateral Instrument 62-104 ­ Take-over Bids and Issuer Bids (“MI 62-104”). The CSA have indicated that the Proposed Bid Amendments will aim to facilitate the ability of shareholders to make voluntary, informed and co-ordinated tender decisions and provide target boards…

Categories: M & A, Securities Laws

Merger Transactions: Plans of Arrangements versus Take-over Bids

Posted by: · March 13th, 2014

There are typically two main methods for effecting a corporate combination of two public companies: plans of arrangements and take-over bids. This blog will briefly summarize the two and highlight the advantages and disadvantages of each. Plans of Arrangement In a typical merger by way of a plan of arrangement, the acquiror incorporates a special purpose company to merge with the target. This structure is referred to as a “triangular…

Categories: M & A

M&A Alert – Potential US Tax Issues on Employee Severance and Bonus Payments

Posted by: · February 10th, 2014

Employees of U.S. subsidiaries of Canadian public companies or Canadian-based employees who are U.S. citizens and who are entitled to severance and/or bonus payments upon the termination of employment under the terms of their employment agreements may be required to pay significant additional tax to the IRS over and above the normal tax payable on such payments if such payments are contrary to certain provisions of the U.S. Internal Revenue…

Categories: M & A

TSX Provides Guidance on Disclosure Requirements Where Security Holder Approval Required

Posted by: · September 28th, 2012

The Toronto Stock Exchange (the “TSX”) published Staff Notice 2012-0003 (the “Notice”) dated September 28, 2012 which provides guidance with respect to disclosure and other related requirements where a transaction is subject to security holder approval pursuant to the TSX Company Manual (the “Manual”). The Notice provides that listed issuers must disclose the material terms of the transaction either in the circular that will be mailed to security holders or in the form…


This blog discusses issues relevant to mining exploration and development companies carrying on business in Canada and around the world. Topics include acquiring and developing mineral projects, organizing and financing resource companies and mergers and acquisitions.

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Axium is a leading Vancouver based boutique law firm specializing in securities law, mergers and acquisitions, corporate and business law.