Google v. Equustek: Unnecessarily Hard Cases Make Unnecessarily Bad Law

Google "G" LogoWhen lawyers say that hard cases make bad law, they usually mean that extreme or unusual circumstances provide poor basis for making legal rule that would have to be applicable to a wider range of more common cases. Sometimes the phrase describes cases that involve a party whose hardship draws sympathy even if its legal case is weak. But sometime hard cases can make good law, when they present smart judges with difficult dilemmas and force them to think hard and deep on their ruling and its broader consequences. Yet courts don't always choose the cases that come before them and the possibility of a hard case making bad law is an occupational hazard of the legal system.

Prof. Anita Anand and Krupa Kotech '16 write "Canada’s approach to board diversity needs a rethink"

Thursday, March 23, 2017

Prof. Anita Anand and recent JD grad Krupa Kotecha '16 have written a commentary in the Globe and Mail about the weak corporate response to the lack of women on boards ("Canada’s approach to board diversity needs a rethink," March 22, 2017).

The conclude:

Roundtable: Enforcement of Securities Law Violations

This roundtable will discuss two empirical projects relating to the enforcement of securities law violations. The first project centres on the argument that relative to the United States, Canada tends to pursue more standard insider trading actions that focus on a top insider or advisors of an insider and a single traded company (as opposed to multiple company insider trading enforcement actions). The second project relates to settlements of securities law violations and provides empirical data regarding the use of settlements in the Canadian context.

InterOil-Exxon precedent delivers a wake-up call on fairness opinions

 

Published in the Globe and Mail on November 29, 2016.

Rare is the precedent-setting securities case that emerges from the Yukon Court of Appeal. The recent attempted arrangement between InterOil Corp. and Exxon Mobile Corp., however, has given rise to such a case. The decision contains a welcome judicial pronouncement on fairness opinions in the context of corporate mergers.

InterOil was set to merge with another corporation before Exxon came forward with a “white knight” offer. InterOil’s financial adviser, Morgan Stanley, provided it with a fairness opinion stating that the merger (which was structured as an arrangement) was fair from a financial point of view.

While fairness opinions are common in merger transactions, their purpose may be legitimately questioned. Should they provide shareholders with information about their investment and the transaction under consideration? Or, in the words of the judge at first instance, are they simply “comfort letters” that provide boards with support for their decision to enter into the merger?

Prof. Anita Anand writes "InterOil-Exxon precedent delivers a wake-up call on fairness opinions"

Tuesday, November 29, 2016

In a commentary in the Globe and Mail, Prof. Anita Anand investigates the implications for shareholder rights of a Yukon Court of Appeal decision regarding an attempted arrangement between InterOil Corp. and Exxon Mobile Corp. ("InterOil-Exxon precedent delivers a wake-up call on fairness opinions," November 29, 2016).

Read the full commentary on the Globe and Mail website, or below.

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