Corporate Disputes and Deal Litigation
Torys has a leading corporate dispute and deal litigation practice that draws from the firm’s strength in corporate finance, M&A and corporate/commercial and securities law generally.
Our practice includes expertise in the following areas of litigation.
Investor Litigation – We represent plaintiffs and defendants in class, derivative and oppression proceedings in which investors challenge conduct of the corporation or its directors and officers.
Boardroom Disputes – Our litigators are routinely involved with counseling boards and senior management on how to minimize the risk of litigation in potentially contentious situations, advising on appropriate responses to securityholder demands and proxy contests and serving as independent counsel to special committees of outside directors.
M&A Litigation – We represent both targets and bidders in litigation and in securities commission proceedings in connection with change-of-control transactions, including poison pill and other proceedings before securities regulators and courts.
Post-closing Litigation – We represent buyers, sellers and advisors in disputes arising from M&A transactions, including claims for indemnification and breaches of representations and warranties.
Our lawyers’ experience includes defending:
- a group of twelve underwriters in cross-border class action and insolvency proceedings pertaining to Sino-Forest Corporation
- a group of several underwriters in cross-border class action proceedings pertaining to SMART Technologies
- CIBC in a class action relating to allegations that CIBC made misrepresentations in its continuous disclosure in connection with the bank’s involvement in the US residential mortgage market
- Great-West Lifeco, Great-West Life and London Life Insurance Company in the trial of two class actions arising from the acquisition of London Life Insurance Company; the cases concern the combined contribution of C$220 million by the participating accounts of the two companies to the acquisition financing
- Ontario Teachers’ Pension Plan Board in proceedings arising from the proposed acquisition of BCE, in which BCE is seeking recovery of a C$1.2 billion break fee
- Manulife Financial in the trial of a class action in the Ontario Superior Court of Justice brought on behalf of Manulife’s former Barbados policyholders concerning benefits related to Manulife’s demutualization
- The Minister of Finance and the Department of Finance of Canada on national securities legislation, including the implementation of the Canadian Securities Act
- UBS Securities Canada in a Court of Appeal case concerning an oral agreement to purchase securities in the Montreal Stock Exchange before the exchange became a public company
- TSX in a successful Ontario Securities Commission hearing and review of two TSX decisions concerning InterRent REIT’s listing of units sold under a private placement and its delay of its annual meeting
- advising issuer and broker/dealer clients regarding securities commission investigations regarding “emerging markets issuers”