Law Times

Law Times • may 11/18, 2009 FOCUS PAGE 15 Indemnity provisions are extremely important to individuals Continued from page 11 "recognized and willfully ig- nored an evident disclosure obligation or failed to make reasonable inquiries." Indeed, he had sought relevant infor- mation from BEI's U.S. rep- resentative and from the party awarding the contract. "While Bennett was subse- Feds dangle $150 million Continued from page 10 Th e Bill also authorizes the minister of Finance to make up to $150 million available to the provinces for matters relat- ing to the establishment of a new federal securities regime, provides for the creation of an advisory committee of partici- pating provinces and territo- ries, and for agreements to be entered into with the provinces and territories with regard to securities regulation. "Th e government's public commitment of money to es- tablish the Transition Offi ce and to fund payments to the provinces and territories for the establishment of a single securities regulator represents its most public commitment to date to move towards a sin- gle national securities regula- tor in Canada," writes Tardif 's colleague and BLG associate Tal Cyngiser. Still, those who oppose a national regulator argue that the existing passport system is working very well. But Zordel counters that the argument should be taken in context. "Th e passport system does work quite well in the areas in which it operates, like clearing prospectuses," she says. "But moving forward we're going to be dealing with a much broader range of issues, such as the regulation of deriva- tives, mutual recognition on an international scale, and integration of regulation, for all of which a passport system isn't the right vehicle." LT quently proven wrong in his decision not to make earlier disclosure, BEI failed to dem- onstrate that, from the per- spective of someone in Ben- nett's position at the time, Bennett did not have reason- able grounds for believing he was acting lawfully," Lang wrote. Nigel Campbell, a partner at Blake Cassels & Graydon LLP's Toronto offi ce, who rep- resented Bennett with Blakes associate Bruce O'Toole, wel- comes the decision. "By reinforcing the onus on the company and equat- ing it with demonstrating bad faith, the judgment recognizes that indemnity provisions are extremely important to indi- viduals, who after all are hu- man beings not necessarily in a position to withstand the heavy costs associated with defending themselves in many instances where they are not objectively at fault," Campbell tells Law Times. "Th e court's caution about not judging the conduct with the benefi t of hindsight is also help- ful, as is the acknowledgement that certain subjective qualities about the individual must be taken into account in determin- ing whether he had reasonable grounds for his belief that his conduct was lawful." LT O'BRIEN'S Encyclopedia of Forms, Eleventh Edition Corporations, Division II Internet version included with your print subscription O'Brien's—Corporations, Division II comprises more than 1,200 corporate forms and precedents. Covering the federal jurisdiction, as well as the Provinces of Ontario, British Columbia, Alberta, Saskatchewan, Manitoba and Nova Scotia, you can access all of the information currently contained in the print version online. With O'Brien's—Corporations, Division II, you will find: • a general format for agreements • standard clauses as well as alternative clauses • statutory forms • statutory references and valuable interpretive notes • precedents Order your copy today! Looseleaf & binders (4) and Internet access • $670 Releases invoiced separately (1-2/yr) • P/C 0870030000 Vol. 1/2/3/4 ISBN 0-88804-108-X/120-9/093-8/174-8 All of the forms on the Internet are easily customized and fully searchable by form number, phrase or words. The Internet version also contains a statute list indicating the forms in which specific legislation is cited. It is divided into four parts: • General Corporate Documents • Banking and Borrowing • Security Law Precedents • Corporate Acquisitions For a 30-day, no-risk evaluation call: 1.800.263.2037 Canada Law Book is a Division of The Cartwright Group Ltd. Prices subject to change without notice, to applicable taxes and shipping & handling. O'BRIEN'S_Corporations (LT 1-3x4).indd 1 Shareholders Agreements An Annotated Guide Second Edition LT0511 5/6/09 12:02:57 PM Your ultimate guide through the rigours of drafting solid shareholders agreements The challenge in preparing a shareholders agreement is ensuring it meets the needs and intentions of clients. Guarantee that you've addressed the complex issues and considered all the circumstances which may arise and their impact with Shareholders Agreements: An Annotated Guide, Second Edition. This cost-effective, well-crafted and user-friendly resource is an excellent guidebook for corporate-commercial lawyers and general practitioners. This edition has been updated and revised to include: • amendments to the and regulations • discussion of the recent Ontario Court of Appeal judgment in • amendments to the Ontario • changes in general drafting principles Tailor agreements to your clients' needs easily and effectively with the included CD-ROM version of the sample agreements. ORDER your copy today Perfectbound with CD-ROM • Approx 340 pp. • June 2009 • Approx $90 P/C 0860010002 • ISBN 978-0-88804-489-1 and the For a 30-day, no-risk evaluation call: 1.800.263.2037 Canada Law Book is a Division of The Cartwright Group Ltd. Prices subject to change without notice, to applicable taxes and shipping & handling. www.lawtimesnews.com Moreau_Shareholders Agreement (LT 1-3x4).indd 1 5/6/09 12:13:23 PM LT0420 Editor: Aird and Berlis LLP Aird & Berlis LLP Edited by Lisa E. Moreau Income Tax Act Business Corporations Act Frye v. Frye Estate Canada Business Corporations Act

• Cover
• LSUC Financially Stable
• Statement Analysis
• Focus On Securities Law