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Overview of Mergers & Acquisitions Activity in Canada
Jeffrey R Lloyd and Chris Hewat of Blake, Cassels & Graydon LLP
The aggregate disclosed value of announced M&A transactions involving Canadian companies in the first nine months of 2004 was C$86.5 billion, up 38% from C$62.7 billion for the first nine months of 2003. Included in this total is C$44.0 billion of acquisitions or sales of foreign companies by Canadian companies (as compared to C$36.5 billion of such acquisitions or sales of foreign companies in the corresponding period of 2003).
Securities Registration: The SEC Cracks Down on Directed Share Programs
Allison A. Bennington,Alan K. Austin 0 and Dorrian Porter 1 of Wilson Sonsini Goodrich & Rosati
This article summarizes how the SEC is closely scrutinizing directed share programs and outlines how to properly administer these types of programs.
DOJ Initiates Antitrust Probe of Underwriters' Standard 7% IPO Fee
Cadwalader, Wickersham & Taft LLP
The United States Department of Justice ("DOJ") announced on April 30, 1999 that its antitrust division has commenc.
Update: The New Audit Committee Rules
Weil, Gotshal & Manges LLP
This update summarizes the new audit committee rules which took effect in the year 2000.
Issues Facing Technology Companies in Canada
Barry J. Reiter,Gary Solway and Paul L. Manias of Torys LLP
After a dismal market for Canadian and U.S. technology companies from 2001 through 2003, 2004 demonstrated an improving environment in terms of both increased revenues and stock performance.
First Circuit: No Duty To Disclose Conflict Between Board and CEO in IPO Registration Documents
Cadwalader, Wickersham & Taft LLP
The First Circuit Court of Appeals recently affirmed that Section 11 of the Securities Act of 1993 (the "1933 Act").
Constitutional Challenge to New Jersey Blue Sky Law Fails
Cadwalader, Wickersham & Taft LLP
N.J. State Regulators Have Authority to Block Out-of-State Sales of Non-N.J. Registered Securities Ruling on the.
SEC Requires Electronic Filing of Form 13-G
Cooley Godward Kronish LLP
This alert discusses the SEC regulations that require that venture funds and others who purchase privately-issued securities of a publicly-trade company must file a Schedule 13-G with the SEC if the fund and related persons hold in excess of 5% of the outstanding shares following an initial public offering (IPO) of the company.
Taking Care Of Business: Legal & Business Considerations of A Theme Restaurant
Barry A. Brooks of Paul, Hastings, Janofsky & Walker LLP
A generation or more ago, if you thought to combine a dining experience with an entertainment experience, you had t.
Identifying and Avoiding "Cheap Stock" Problems
Michael J. Halloran of Pillsbury Winthrop Shaw Pittman LLP
Overview In reviewing registration statements for initial public offerings, the SEC's staff routinely analyzes.
Initial Public Offering Planning

This article reviews items a private company must consider in taking a corporation public.
SEC Extends No-Action Relief for ABS "Red Herring" Delivery
Bradley Johnson of Cadwalader, Wickersham & Taft LLP
The Securities and Exchange Commission's Division of Market Regulation has extended until December 15, 1999 its no-.
Taking the Long View on IPO's: Getting there and beyond
Steven L. Toronto,Charles C. Comey and Paul W. Boltz of Morrison & Foerster LLP
The last several months have seen a dramatic turn-around in the market for initial public offerings in the U.S. by Chinese companies. Companies such Linktone Ltd., which Morrison & Foerster LLP represented in its global IPO and continues to represent in ongoing compliance and corporate work, have recently raised significant money on Nasdaq or the New York Stock Exchange and received significant press coverage worldwide.
Rollups: Merger Wave of the Millennium?
Tydings & Rosenberg LLP
In the last few years, owners of closely-held businesses in many industries have been courted by a rollup team that.
Life After the IPO
Boris Feldman
This article provides some tips on making the transition from pre-IPO status to running a public corporation. It focuses on the disclosure and accounting requirements for public companies.
Overview of the Technology Marketplace in 2004
Barry Reiter 1,Gary Solway 2 and Paul Manias 3 of Torys LLP
After a dismal market for Canadian and U.S. technology companies from 2001 through 2003, 2004 demonstrated an improving environment in terms of both increased revenues and stock performance. Revenues generally grew among technology companies, but growth was choppy. Certain technology sectors performed well, while others-notably the telecommunication equipment manufacturers-continued to struggle.
IPOs, Internet and Media Matters
Rosenman & Colin LLP
IPO Market Looks To Broaden Its Base Historically, the IPO market has been tied to the same economic factors that .
Privatization in Sub-Saharan Africa: New Opportunities Await
Sharif A. Touray of Cadwalader, Wickersham & Taft LLP
Introduction Over the last number of years, several African Governments have embarked on privatization programs..
IPO Participation Rights Could Be Wrong
Buchanan Ingersoll & Rooney PC
To take advantage of escalating first day trading prices for many technology companies, venture capitalists often .
Taking Care of Business: Legal & Business Consideration sof a Theme Restaurant
Barry A. Brooks of Paul, Hastings, Janofsky & Walker LLP
A generation or more ago, if you thought to combine a dining experience with an entertainment experience, you had t.
PPMC Accounting Practicers Draw Scrutiny
Rodger L. Hochman of Broad and Cassel
Physician practice management companies ("PPMCs") have emerged as one of the dominant new faces in health care cons.
Releasing Research Reports -- What Can You Do?
Paul, Hastings, Janofsky & Walker LLP
We frequently are asked by our investment banking clients whether their colleagues in the research department can issue a research report on a company about to launch a financing.
The Major Benefits And Burdens Of Going Public
Buchanan Ingersoll & Rooney PC
Deciding whether to "go public" is one of the most important decisions a successful private company can make. "Goi.
Be Careful With Those End Of Quarter Deals
Paul, Hastings, Janofsky & Walker LLP
As several Wall Street Journal articles recently have highlighted, when pricing a deal near the end of a fiscal qu.
U.S.-Canada Cross-Border Corporate Finance
Patricia A. Koval and James D. Scarlett of Torys LLP
There have been significant developments in income funds and similar offerings (generically referred to in this article as "income security offerings") that are based on cash flows from U.S.-based businesses and assets and are offered, in whole or in part, to Canadian investors. In this article, we take a closer look at the key issues that have arisen with respect to the current generation of cross-border income security offerings.
Preparing For An Initial Public Offering In The United States: Raising Capital in the U.S. Capital Markets
Howard S. Zeprun 0 and Adele C. Freedman 1 of Wilson Sonsini Goodrich & Rosati
This article is intended to provide, for foreign companies who may be considering an initial public offering, an introduction to some of the issues that should be considered.
U.S.-Canada Cross-Border Income Securities
of Goodmans LLP
Income funds have become increasingly popular in Canada in recent years and have become an investment vehicle of choice for many investors. Private and public companies have found the income fund structure to be a very effective way to raise capital, enhance value and provide liquidity for their shareholders.
New Governance and Accounting Rules Concerning Goodwill and Intangible Assets
Andrew J. Freedman 0 and Paula G. White 1 of Lexpert
Hot companies, inflated stock prices and aggressive acquisition strategies will most likely result in a lot of goodwill being carried on the books of the acquiring company. Since traditional goodwill was defined as the excess of the purchase price over net assets, it could also include purchase price overpayments, anticipated but unrealized synergies, and other intangible assets having an estimated life much shorter than the traditional 40-year amortization period.
REITs & Income Trusts
Julius Melnitzer 0 of Lexpert
Contrary to conventional wisdom, initial public offerings (IPOs) are thriving.
NASD Proposes New "Hot Issues" Rule
Sidley Austin LLP
The Securities and Exchange Commission (the "SEC") is soliciting comment on a proposed rule filed by the National A.
Considerations of an IPO
Taubman, Louis E. 1 of Kogan & Associates, L.L.C.
The decision to take a company public in the form of an initial public offering (IPO) should not be considered.
Overview of M&A Activity in December 2004
Jeff Lloyd 1 and Chris Hewat 2 of Blake, Cassels & Graydon LLP
The aggregate disclosed value of announced M&A transactions involving Canadian companies in the first nine months of 2004 was C$86.5 billion, up 38% from C$62.7 billion for the first nine months of 2003. Included in this total is C$44.0 billion of acquisitions or sales of foreign companies by Canadian companies (as compared to C$36.5 billion of such acquisitions or sales of foreign companies in the corresponding period of 2003).
Stock-Based Compensation in the Biotech Industry
Paul, Hastings, Janofsky & Walker LLP
Designing effective compensation programs is never easy. Supporting shareholder value creation, motivati.

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