In ruling that a securities regulatory authority's disgorgement orders (a sanction stemming from misconduct) survive a bankruptcy discharge while its administrative penalties do not, the Supreme Court of Canada endorsed the...more
In a recent case, Bricklayers Pension Fund of Western Pennsylvania (derivatively on behalf of Centene Corporation) v Brinkley (Centene), Delaware's Court of Chancery dismissed “Caremark duty claims”—named after the 1996 case...more
As we have reported in prior blogs, the Government of Canada is moving forward with plans to lower the criminal interest rate to an annual percentage rate (APR) of 35 percent (the current criminal interest rate, being an...more
7/16/2024
/ Borrowers ,
Canada ,
Consumer Financial Products ,
Consumer Lenders ,
Financial Institutions ,
Financial Services Industry ,
Interest Rate Caps ,
Interest Rates ,
Lenders ,
Loans ,
New Legislation ,
Popular
On April 16, 2024, the Deputy Prime Minister and Finance Minister presented the Canadian Government’s 2024 budget. The government reiterated that it was “reinforcing its efforts to crack down on predatory lending, and moving...more
In the United States, corporate directors and, as confirmed by the Delaware Court in McDonald’s Corp. Stockholder Derivative Litigation (McDonald), corporate officers owe, as a subset of their duty of loyalty, a duty to...more
As we previously reported in April 2023 in our blog, It's Official—Proposed Criminal Interest Rate Amendments Introduced, the Government of Canada is proposing to lower the current criminal rate of interest to 35 percent. At...more
Legislation must show a clear, explicit and unequivocal intention to abrogate privilege before a party is required to disclose privileged information, the Ontario Court of Appeal reiterated in its recent decision of Ontario...more
On April 20, 2023, the Canadian government introduced Bill C-47, the Budget Implementation Act, 2023, No. 1 (the Bill), which includes the long awaited proposed amendments to the criminal interest rate....more
As discussed in our blog, Government Seeks Feedback on Lowering the Criminal Rate of Interest, the Government of Canada conducted consultations in respect of the criminal interest rate under the Canadian Criminal Code. We...more
Early on in the COVID-19 pandemic, many businesses began to scrutinize force majeure clauses in their commercial contracts and leases. Such contractual clauses, when engaged, either permanently or temporarily relieve the...more
In the United States, corporate directors owe, as a subset of their duty of loyalty, a duty to monitor and oversee the operations of the company, referred to as the "duty of oversight" in this blog. This duty is known as the...more
3/13/2023
/ Board of Directors ,
Breach of Duty ,
Canada ,
Corporate Culture ,
Corporate Governance ,
Corporate Officers ,
Delaware ,
Duty of Oversight ,
Fiduciary Duty ,
Shareholder Litigation ,
Shareholders
The defence of misrepresentation is still alive in circumstances involving entire agreement clauses and opportunities for due diligence, the Ontario Court of Appeal recently held in 10443204 Canada Inc. v 2701835 Ontario...more
The government of Canada is seeking feedback on proposed changes to lower the criminal rate of interest (currently set at 60%), with a focus on high-cost installment loans. The criminal interest rate provisions in the...more
On March 22, 2022, Bill S-239, An Act to amend the Criminal Code (Criminal Interest Rate) went to second reading at the Senate. The Bill proposes changes to section 347(2) of the Criminal Code which would reduce the current...more
In May 2022, the Canada Business Corporations Act (CBCA) was used to implement a cross-border and international restructuring of a group of companies (collectively known as Stoneway),1 whose principal business is the...more
In Port Capital (EV) Inc. (Re), 2022 BCSC 370, the Supreme Court of British Columbia recently declined to grant a declaration that the interest rate and fees charged under a debtor-in-possession (DIP) loan did not violate...more
A claim is "discovered" (and therefore the statutory limitation period ordinarily begins to run) when a plaintiff has actual or constructive knowledge of the material facts upon which a plausible inference of liability on the...more
Releases are to be interpreted pursuant to the general principles of contractual interpretation, the Supreme Court of Canada recently held in Corner Brook (City) v Bailey, 2021 SCC 29 [Corner Brook]. The decision overtakes an...more
On May 11, 2021, Bill C-274, An Act to amend the Criminal Code (Criminal Code Interest Rate) received first reading in the House of Commons. The Bill proposes to amend the definitions of "criminal rate" and "interest" under...more
Good faith requires a party who has a discretionary power under a contract to exercise that discretion in accordance with the purposes for which it was conferred, the Supreme Court of Canada recently held in Wastech Services...more
The common law anti-deprivation rule is alive and well in Canada, the Supreme Court of Canada held in an 8-1 decision in Chandos Construction Ltd. v Deloitte Restructuring Inc., 2020 SCC 25 [Chandos]. Under the rule, parties...more
On March 11, 2020, the World Health Organization officially declared COVID-19 a pandemic. The ramifications of COVID-19 are being experienced worldwide, with President Trump suspending all travel from Europe, and even the NBA...more
The novel Coronavirus (COVID-19) was first reported from Wuhan, China, on December 31, 2019, and has been rapidly spreading since, with the outbreak now declared a global health emergency by the World Health Organization...more
3/9/2020
/ Business Interruption ,
Contract Terms ,
Coronavirus/COVID-19 ,
Emergency Management Plans ,
Force Majeure Clause ,
Infectious Diseases ,
Performance Standards ,
Public Health ,
Risk Management ,
Supply Chain ,
Supply Contracts
On May 2, 2019, the Supreme Court of Canada denied leave to appeal from the Ontario Court of Appeal’s decision in Lavender v Miller Bernstein LLP1. The Supreme Court’s decision marks the end of a 14-year legal battle that has...more
Private equity and alternate lenders often take a basket of rights when investing in an entity. The basket may include equity, options, warrants and/or debt. In the case of debt financing, lenders often negotiate equity...more
2/5/2019
/ Ancillary Agreements ,
Commercial Loans ,
Convertible Debt ,
Criminal Code ,
Debt Financing ,
Equity Financing ,
Interest Rates ,
Lenders ,
Private Equity ,
Shareholders ,
Startups ,
Warrants