LITIGATION UNLEASHED - Stikeman Elliott

More documents

Recommendations

Info

F Support of the Canadian Public Accountability Board Under Multilateral Instrument 52-108, financial statements of public companies can be audited only by a firm that is in good standing with the Canadian Public Accountability Board (“CPAB”). Good standing is maintained by entering into and abiding by a “participation agreement” with the CPAB, under which the audit firm agrees to submit to CPAB oversight, including ongoing inspections. The initial application must also be approved. Because the Alberta and Manitoba commissions do not have the authority to make rules governing auditors, firms in those provinces are technically not required to enter into participation agreements, as the Instrument recognizes. In all participating provinces except Alberta and Manitoba, audit firms will be required to notify the audit committee of any reporting issuer by which it has been engaged to issue an auditor’s report, as well as (in many cases) the local securities regulator, in the event that it is sanctioned by the CPAB. This notification must occur within 5 business days of the imposition of the sanctions. However, in the case of less serious “quality control” deficiencies, the audit firm will have the opportunity to correct the problem within an agreed period without issuing a notification to clients. Comments are being sought as to whether 5 business days is a sufficient time. Most foreign issuers reporting in jurisdictions in which Multilateral Instrument 52-108 is adopted will be deemed in compliance with the requirement to use only auditors in “good standing” if they comply with the regulations of their home jurisdictions. However, their auditors will be required to enter into participation agreements with the CPAB. The Notice and Request for Comments accompanying the Instrument specifically requests comments on this point, and suggests that the CPAB may enter into reciprocal arrangements with oversight bodies in other jurisdictions with respect to foreign audit firms. These three proposed rules are Canadian measures designed to restore investor confidence. The participating jurisdictions believe that they will be as robust as those implemented in the U.S., but have designed them to reflect the differences in Canadian markets, especially the significant number of controlled companies and the generally smaller size and resources of Canadian public companies. 78 LITIGATION UNLEASHED STIKEMAN ELLIOTT LLP
For more information, please call your usual Stikeman Elliott LLP contact or any of the following: William J. Braithwaite (416) 869-5654 wbraithwaite@stikeman.com Mark E. Burton (613) 564-3467 mburton@stikeman.com Bradley M. Davis (416) 869-5594 bdavis@stikeman.com Peter F. C. Howard (416) 869-5613 phoward@stikeman.com Katherine L. Kay (416) 869-5507 kkay@stikeman.com Nathalie L. Mercure (416) 869-5658 nmercure@stikeman.com Patrick J. O’Kelly (416) 869-5633 pokelly@stikeman.com Simon Romano (416) 869-5596 sromano@stikeman.com Edward J.Waitzer (416) 869-5587 ewaitzer@stikeman.com
Page 1 and 2:
LITIGATION UNLEASHED A Guide to Ont
Page 3 and 4:
TABLE OF CONTENTS 1 INTRODUCTION .
Page 5 and 6:
1 INTRODUCTION 1.1 What is Bill 198
Page 7 and 8:
2 THE NEW STATUTORY CIVIL LIABILITY
Page 9 and 10:
2.2 Causes of action 2.2.1 Introduc
Page 11 and 12:
Where document released by influent
Page 13 and 14:
• any director or officer of the
Page 15 and 16:
on the part of the issuer. Gross mi
Page 17 and 18:
Documents and public oral statement
Page 19 and 20:
• in the case of a failure to mak
Page 21 and 22:
2.3.6 Corrective action taken Poten
Page 23 and 24: the price paid to repurchase them.
Page 25 and 26: stages of the proceeding, including
Page 27 and 28: 3.1.3 New violations The amendments
Page 29 and 30: • ordered to pay the OSC’s cost
Page 31 and 32: - analyst calls and meetings, - pro
Page 33 and 34: • having counsel review the exist
Page 35 and 36: 5 CONCLUSION Whether, by allowing f
Page 37 and 38: A Major amendments to the Securitie
Page 39 and 40: A (b) in the case of a director or
Page 41 and 42: A (b) the person who made the publi
Page 43 and 44: A (g) the period within which discl
Page 45 and 46: A (b) if no correction of the misre
Page 47 and 48: A Same (2) Subsection (1) does not
Page 49 and 50: Summary of Liabilities B APPENDIX
Page 51 and 52: SUMMARY OF LIABILITIES B-2 TYPE OF
Page 53 and 54: SUMMARY OF LIABILITIES B-3 Director
Page 55 and 56: SUMMARY OF LIABILITIES B-4 TYPE OF
Page 57 and 58: SUMMARY OF LIABILITIES B-5 Director
Page 59 and 60: Summary of Defences C APPENDIX
Page 61 and 62: SUMMARY OF DEFENCES C NAME OF DEFEN
Page 67 and 68: Calculating Damages D APPENDIX
Page 69 and 70: Limits on Damages E APPENDIX
Page 71 and 72: Proposed Corporate Governance Rules
Page 73: F Issuers that comply with U.S. fed
show all

LITIGATION UNLEASHED - Stikeman Elliott

Create successful ePaper yourself

Delete template?

Save as template?