Law of the United Kingdom

• Pursuant to the Transaction, Hut 8 and USBTC will combine in an all-stock merger of equals and the combined company will be named Hut 8 Corp. ("New Hut") and be a U.S.-domiciled entity.
• Closing of the Transaction remains subject to certain conditions, including USBTC's registration statement becoming effective, the approval of USBTC's stockholders, and other closing conditions customary in transactions of this nature.
• If all necessary conditions to the completion of the Transaction are satisfied or waived, it is expected that the Transaction will be completed during the fourth quarter of 2023.
• New Hut intends to list its shares on Nasdaq and the TSX under the trading symbol "HUT" following the completion of the Transaction, subject to the approval of Nasdaq and the TSX.

• On Aug. 28, the tribunal ruled that the commissioner’s approach to block the merger was “unreasonable,” although the Competition Bureau stands by its decision to challenge it.
• Since the costs will be covered by the Competition Bureau’s tax-funded budget, some think the commissioner was wrong to challenge the merger.
• Since winners typically get some of their legal costs covered, it was never a question of whether Rogers and Shaw would be awarded compensation, but how much.

How costs are calculated

• In competition cases, the tribunal has the final say on costs.
• To better understand the tribunal’s decision we need to distinguish between two categories of costs: disbursements and legal fees.
• Since tariffs have not kept pace with increasing legal costs, it has become more common for amounts to be calculated as a percentage of actual fees.
• Regardless of the method used, however, the reimbursement is meant to cover only some of the actual legal fees incurred.

The tribunal’s decision

• However, it’s important to put this part of the tribunal’s decision in perspective.
• Its impact on the $13 million total was very small, since the vast majority (about 94 per cent) of it was for disbursements, not legal fees.
• The tribunal also chose to impose the lower of two estimates that Rogers and Shaw proposed.
• “It was by no means vexatious or irresponsible of him to [continue to pursue the case].

Contested cases are uncertain

• Enforcement agencies like the Competition Bureau have a duty to pursue cases they consider to be well-founded and in the public interest.
• Fighting uphill battles that require sophisticated arguments, or test new theories, are part of the job.
• As people assess whether Boswell’s legacy should be continued, it’s important to base it on more than a few misunderstood lines in a judgment.

• Half of educators with student loan debt say that resuming federal payments in October will have a major impact on their household’s finances.
• After the three-year U.S. student loan payment pause spurred by the COVID-19 pandemic ended, interest began accruing on federal student loan debt on Sept. 1.
• About half (51%) of educators with student loan debt said this will have a major impact on their financial wellness, according to a Horace Mann Educators Advisory Panel survey.
• Through the Public Service Loan Forgiveness Program, educators can have the balance of their federal student loans forgiven after 10 years of qualifying payments.

• William C. Koch Jr. has been selected to receive the prestigious 2023 American Inns of Court A. Sherman Christensen Award , which recognizes an Inn member who has provided distinguished, exceptional, and significant leadership to the American Inns of Court movement at the local, state, or national level.
• Koch, president and dean of the Nashville School of Law, will receive the award in October at the 2023 American Inns of Court Celebration of Excellence at the Supreme Court of the United States.
• At the local level, he is a founder of the Harry Phillips American Inn of Court and has served as the Inn’s president for over three decades.
• Earlier in his career, Koch served as a justice on the Supreme Court of Tennessee from 2007 to 2014.