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Highlights
DEBENTUREHOLDERS' RIGHTS
What a Difference a Debt Makes for BCE
Debentureholders
John Swan, Jeffrey Merk
In relatively unique and dramatic
circumstances, the long-awaited decision of
Silcoff J. of the Quebec Superior Court was released on March 7, 2008. Silcoff J.'s decision on the fate of the
proposed take-over of BCE Inc. by way of a
plan of arrangement under section 192 of the Canada Business Corporations
Act was delivered in five separate judgments. The result of the five judgments is that the plan of
arrangement was approved and the several
claims of all of the classes of the Contesting Debentureholders were dismissed. As a result, the proposed
sale of BCE Inc. to the consortium headed
by the Ontario Teachers' Pension Plan Board can proceed. The Contesting
Debentureholders have, however, appealed from the decision of Silcoff J. John Swan and Jeffrey Merk
examine the judgments and their
implications.
COMPENSATION PLANS
"Key Employee Retention Plans" Do They Work?
Frank Spizzirri, Lydia Salvi
Retaining directors, officers and
key employees is critical to the successful restructuring of a financially
troubled business. However, when a company encounters financial distress, it
often becomes more and more difficult for it to sustain the commitment of those
critical individuals. To encourage directors, officers and key employees to stay
the course and direct their efforts to restructuring the enterprise into a
viable business, many companies have implemented incentives that are commonly
known as "Key Employee Retention Plans" ("KERPs"). Also referred to as "pay to
stay" compensation plans, KERPs can take many forms, but their main purpose is
to create a segregated pool of money that operates as an incentive for an
employer to retain key employees during hard times. Frank Spizzirri and Lydia
Salvi examine the latest developments with respect to KERPs.
BANKRUPTCY AND THE CROWN
The Tax Content of Accounts Receivable
Peter C. Lee
Upon the bankruptcy of a business
debtor, secured creditors or trustees in bankruptcy will take an interest in
collection of the bankrupt's accounts receivable. These accounts receivable will
include federal and provincial taxes. Peter
Lee discusses how a recent decision of the Quebec Court of Appeal might give a false impression, at
least outside of Quebec, that the claim of
the Crown for the tax content of the collected accounts receivable on bankruptcy is of no higher priority than
general claims of the Crown for unremitted tax.
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Board
Jeffrey G. MacIntosh
Editor-in-Chief
Faculty of Law, University of Toronto
David M. Armstrong
Barrister and Solicitor
Robert R. Cranston
Lang Michener LLP
Graham P.C. Gow
McCarthy Tétrault LLP
Kathleen L. Keller-Hobson
Bennett Jones LLP
Martin Elliot Kovnats
Aird & Berlis LLP
C. Ian Kyer
Fasken Martineau DuMoulin LLP
Alison R. Manzer
Cassels Brock & Blackwell LLP
Neill May
Goodmans LLP
Rosemary Newman
Davies Ward Phillips & Vineberg LLP
Michael Partridge
Goodmans LLP
Lydia Salvi
Cassels Brock & Blackwell LLP
Philippe Tardif
Borden Ladner Garvais LLP
Chris Van Loan
Blake, Cassels & Graydon LLP
Ava G. Yaskiel
Ogilvy Renault LLP |