Bennett Jones LLP

The Corporate Veil Matters

In two related decisions, the Ontario Court has said, resoundingly, that it will respect the corporate veil, even for complicated corporate groups with numerous subsidiaries. Both decisions involve the enforcement of foreign…more

Canada, Chevron, Corporate Liability, Corporate Veil, Ecuador

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Is the Competition Bureau Targeting You? New IP Enforcement Guidelines

On June 9, 2015, the Canadian Competition Bureau released updated draft Intellectual Property Enforcement Guidelines (IPEGs) for public comment. The comment period is open until August 10, 2015. It is the third publication of…more

Antitrust Provisions, Canada, Competition Act, Competition Authorities, FTC

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CSA Publishes Progress Report on Review of the Proxy Voting Infrastructure

On January 29, 2015, the Canadian Securities Administrators (CSA) published CSA Staff Notice 54-303?Progress Report on Review of the Proxy Voting Infrastructure. The report outlines the progress made to date by the CSA in its…more

Canada, Canadian Securities Administration, Proxy Season, Proxy Voting Guidelines

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Task Force Report: Production of Cannabis

In this edition of our series on the Task Force’s final report "A Framework for the Legalization and Regulation of Cannabis in Canada" (the "Report") we explore the Task Force recommendations for regulating the production of…more

Canada, Decriminalization of Marijuana, Marijuana Cultivation, Task Force

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Asset Sale Transactions – Shareholder Approval Requirements

Canadian corporate statutes require approval by a special majority of shareholders (two-thirds) of the “sale, lease or exchange of all or substantially all of the property of a corporation other than in the ordinary course of…more

Canada, Liquidation, Sale of Assets, Shareholder Approval

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Key Policy Initiatives from Canada's New Liberal Government You Need to Anticipate

The Canadian election last week (October 19) produced a new government under Liberal Party leader Justin Trudeau. Defying speculation of a minority government, the Liberals won a clear majority, defeating the NDP and Stephen…more

Canada, Climate Change, Energy Sector, Foreign Direct Investment, Foreign Policy

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Renewable Energy Progress: Alberta's proposed Renewable Electricity Act and Key Provisions of the RESA

On November 3, 2016, the Minister of Environment, Shannon Phillips, announced the introduction of the Renewable Electricity Act (the Act). The Act is currently progressing through second reading and given the current pace is…more

Canada, New Regulations, Renewable Energy

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Supreme Court Sustains Protections for World Bank Information Sharing

On April 29, 2016, the Supreme Court of Canada ruled unanimously in World Bank Group v. Wallace that documents from World Bank Group investigations remain immune from document production requests that are part of domestic court…more

Anti-Corruption, Canada, Chief Compliance Officers, Foreign Official, Immunity

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Canada Implements New Take-Over Bid Rules

The Canadian Securities Administrators Implement New Rules to Strengthen the Ability of Target Issuers and their Shareholders to Respond to Hostile Take-Over Bids Following a lengthy process involving each of the…more

Canada, Canadian Securities Administration, Corporate Counsel, New Regulations, Shareholder Rights

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Do You Issue Loans for Less than $5000? The Ontario Government Wants to Call you a Payday Lender

Businesses that issue loans to customers for $5,000 or less should be aware that the Ontario Ministry of Consumer Services (MCS) is proposing an amendment to the regulations under the Payday Loans Act, 2008 which, read literally…more

Canada, Loans, Payday Loans, Proposed Regulation, Registration

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Federal Government Announces Pan-Canadian Framework on Clean Growth and Climate Change

The federal government, along with most of the premiers, signed a new pan-Canadian framework (the "Federal GHG Framework") on Friday, December 9, 2016. The Federal GHG Framework is intended to address climate change on a…more

Canada, Carbon Pricing, Climate Change, Energy Sector, Federal GHG Framework

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Alberta Court says Air Cargo Liability Limits can be Broken

Cargo airlines operating in Alberta may soon find themselves training their front-line staff to ask more questions when dealing with individual consumers. Last month, the Provincial Court of Alberta released a decision in which…more

Air Cargo, Canada, Liability Insurance, Notice Requirements, Valuation

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Alberta Confirms it Will Not Join Cooperative Capital Markets Regulatory System

On March 29, 2016, Alberta Finance Minister Joe Ceci formally announced that the Province of Alberta would not join British Columbia, Saskatchewan, Ontario, and other jurisdictions in the creation of a national securities…more

Alberta Securities Commission, Canada, Capital Markets, Ontario Securities Commission (OSC), Regulatory Agencies

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Doing Business in Russia, Kazakhstan, Ukraine and Belarus

On February 16, 2017, Bennett Jones hosted a networking lunch with the Canada Eurasia Russia Business Association to discuss recent Canadian project experience in Russia, Kazakhstan, Ukraine and Belarus…more

Belarus, Canada, Economic Sanctions, Export Controls, Kazakhstan

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Marquee Energy Appeal Reaffirms Plans of Arrangement Law in Canada

In a decision released on November 15, 2016, the Alberta Court of Appeal allowed the appeal of Marquee Energy Ltd. (Marquee) from a prior decision of the Court of Queen's Bench of Alberta which had required, as a condition to…more

Appeals, Business Corporation Act, Canada, Oil & Gas, Plan of Arrangement

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Ghomeshi Claim Faces Significant Challenges

The controversial firing of former CBC radio host and personality Jian Ghomeshi has captured the public’s attention in recent days for many reasons, most of which have nothing to do with the law. In terms of the legal issues…more

Canada, Common-Interest Privilege, Defamation, Employer Liability Issues, Hiring & Firing

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Canada’s Federal Budget Does Not Address Cross-Border Income Trusts

The March 2013 Federal Budget did not contain any provisions aimed at cross-border income trusts (CBITs, also known as foreign asset income trusts, or FAITs). Mention was made, however, of a continued intention to implement the…more

Canada, Federal Budget

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Have a Contract in Canada? Your Class Action Risk is Greater Than You May Think

Non-Canadian companies: welcome to the Canadian class action party. In recent years, Canadians have increasingly begun to recognize and actively manage the major business risk posed by class actions, as more and more businesses…more

Canada, Car Dealerships, Class Action, Contract Disputes, Corporate Counsel

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Everything You Need to Know About Ontario's New Anti-SLAPP Law

On October 28, 2015, the government of Ontario passed the Protection of Public Participation Act, 2015 (PPA), designed to identify and eliminate strategic lawsuits against public participation (SLAPPs). The PPA is the result of…more

Anti-SLAPP, Canada, New Legislation

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Any Amendment Must be in Writing, Signed by the Parties - Sometimes Contracts Quite Literally Do Not Mean What They Say

The English Court of Appeal recently held that an express clause in a contract requiring that any amendment be in writing and signed by the parties does not preclude oral or unsigned amendments to the contract. In holding that…more

Breach of Contract, Canada, Contract Amendments, Contract Drafting, Contract Terms

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Class Actions Now Available in Japan

Japan has enacted its first class actions legislation, following an international trend seen in the European Union and some other countries in Asia. The new class actions law (the Act on Special Measures Concerning Civil Court…more

Class Action, Corporate Counsel, EU, Japan, New Legislation

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Supreme Court of Canada Releases Securities Class Actions Trilogy - Clarifies that the Leave Test has Teeth in Common Law Jurisdictions as well

The Supreme Court of Canada released reasons in its highly-anticipated trilogy of securities class action cases. In Canadian Imperial Bank of Commerce v. Green, a deeply divided Court reached differing conclusions on limitation…more

Canada, Class Action, Class Certification, Common Law Claims, Negligent Misrepresentation

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Host Liability, 10th Edition

This booklet is intended as a basic guide to host liability, which is the potential for personal and corporate liability for injuries sustained by employees, clients and other persons as a result of alcohol intoxication. This…more

Canada, Corporate Liability, Duty of Care, Employer Liability Issues, Personal Liability

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Minister of Finance Commits to Establish a Canadian Infrastructure Bank

In his fall economic statement on November 1, Mr. Morneau, the federal Minister of Finance, committed the federal government to deliver an additional $81 billion between 2017 and 2027 to fund public infrastructure with an…more

Canada, Critical Infrastructure Sectors, Federal Funding, Ministry of Finance, Revenue Growth

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Ontario Court Upholds Limitations on Liability for Misrepresentations Contained in Take-Over Bid Circulars

In a decision released on July 30, 2015, the Ontario Superior Court of Justice has clarified that plaintiffs seeking to advance claims under section 131(1) of the Securities Act (Ontario) alleging misrepresentation in a…more

Canada, Mining, Misrepresentation, Offering Documents, Ontario Securities Act

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Shepherding in a New Era in Section 11(b) Rights

In R v Jones and Schmidt, 2016 ONSC 7388, a November decision of the Ontario Superior Court of Justice, the court found that unreasonable delays in bringing the case to trial were mostly attributable to the prosecution and, as…more

Agricultural Sector, Canada, Food Safety, Livestock Protocol

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The Canadian Oil Sands: A Backgrounder

In this issue: - Preface - Current Issues in the Oil Sands - Introduction - Advantages of Investing in the Oil Sands - Challenges - Location and Extraction - Emerging…more

Canada, Oil & Gas, Oil Sands

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Shoot to Kill: Expert Bias is an Issue of Admissibility

Class Action Case Update: Justice Perell's recent decision in Wise v Abbott Laboratories, Limited, 2016 ONSC 7275 addressed a number of key areas of interest for the class action bar. …more

Abbott Laboratories, Class Action, Expert Witness, Pharmaceutical Industry

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Alberta Court of Appeal Revisits Contractual Good Faith Principles

The organizing principle of good faith and the duty of honest contractual performance laid down by the Supreme Court of Canada in Bhasin v Hrynew, 2014 SCC 71 [Bhasin] do not give courts the ability to review the fairness of a…more

Bonuses, Canada, Contract Disputes, Employment Contract, Fairness Standard

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Fixed-term Employment Agreements: Draft Them Carefully

Employers often use fixed-term employment agreements to limit their future severance costs owed to employees. Although that may be an effective approach in theory, the Ontario Court of Appeal’s recent decision in Howard v…more

Canada, Contract Term, Contract Termination, Employer Liability Issues, Employment Contract

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The Lease of Your Worries: Preserving the Priority of a Lessor’s Interest in an Asset

Unless a long-term lease of an asset is registered in the Personal Property Registry (PPR), the leasing arrangement may fail to protect the priority of the lessor’s ownership interest. The Alberta Court of Appeal in Fast Labour…more

Canada, Commercial Leases, Equipment Lease, Perfected Security Interest, Personal Property

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Doing Business in Russia, Kazakhstan, Ukraine and Belarus

On February 16, 2017, Bennett Jones hosted a networking lunch with the Canada Eurasia Russia Business Association to discuss recent Canadian project experience in Russia, Kazakhstan, Ukraine and Belarus…more

Belarus, Canada, Economic Sanctions, Export Controls, Kazakhstan

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Alberta Judge Upholds No-Fault Provisions of CAODC Master Daywork Contract

The Alberta Court of Queen’s Bench recently upheld the no-fault provisions of the standard form, Canadian Association of Drilling Contractors (CAODC) Master Daywork Contract (MDC) in Precision Drilling Canada Limited Partnership…more

Appeals, Canada, Contract Disputes, Contractors, Oil & Gas

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The National Energy Board’s New System of Administrative Monetary Penalties

On February 16, 2013, draft Administrative Monetary Penalties Regulations (AMP Regulations) were published in the Canada Gazette, Part I, setting out necessary details for a new enforcement tool in the form of administrative…more

Enforcement Actions, National Energy Board, New Regulations, Penalties, Public Comment

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Cybersecurity: 2017 Report & 2016 Reflections - What Businesses and Boards Need to Know

In 2016, cybersecurity continued to grow as a primary business risk for companies worldwide. Data breaches continued to escalate both in number and magnitude and the landscape of legal and regulatory liability evolved and…more

Ashley Madison, Bitcoin, Breach Notification Rule, Canada, Class Action

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Federal Court of Appeal: Government Failed to Adequately Consult with First Nations on Northern Gateway

On June 23, 2016, the Federal Court of Appeal delivered the Northern Gateway Project another procedural setback in its decision on Gitxaala Nation v Canada (2016 FCA 187). In a 2-to-1 split decision, the court overturned the…more

Aboriginal Issues, Canada, Environmental Review, First Nations, Pipelines

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Privilege for Patent and Trademark Agents

As a result of Bill C-59, when passed, clients will enjoy a statutory privilege in their confidential communications with Canadian patent and trademark agents. This will provide Canadian clients who use patent and…more

Business Privilege, Canada, Confidential Communications, Patents, Trademarks

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Election Act 101 for Apartment and Condominium Owners and Managers

Alberta’s provincial election is fast approaching and that can only mean two things: bright-eyed candidates door-knocking across the province, and an increasing number of calls to our office from landlords and property managers…more

Canada, Multi-Family Development, Political Campaigns, Property Managers

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Tax Effective Use by Canadian Online Retailers of Bermuda Operations for International Expansion - 2011 Canada-Bermuda Tax Information Exchange Agreement

E-tail Foreign Market Opportunity - The growth of online retail sales has globally outstripped the growth of all other retail channels, including during the last recession. For example, in England during 2012, it has been…more

Canada, E-Commerce, International Tax Issues, Internet, Internet Taxation

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Cybersecurity Obligations of Directors - Guidance from the United States Decisions

Your organization will in all likelihood suffer a cyberattack. According to a recent study by Accenture, the average Canadian organization faces about 96 cyberattacks per year, nearly one third of which result in a security…more

Canada, Cyber Attacks, Cyber Crimes, Cybersecurity, Data Breach

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Report a Canadian Tax Evader and Make Money?

Yes, it's possible. Canada has had a tax whistleblower program for four years, the Offshore Tax Informant Program (OTIP). The OTIP pays individuals who qualify for the program and provide information to the Canada Revenue Agency…more

Canada, Offshore Tax Informant Program (OTIP), Tax Avoidance, Tax Evasion, Whistleblower Awards

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A Trend for Retailers to Avoid – Copyright Infringement Lawsuits Over Clothing

Textile Copyright Infringement Claims on the Rise - Katy Perry received a lot of attention for the dress she wore to the Met Ball this year, and not all of it was welcome. A Brooklyn artist thought that the dress was an…more

Canada, Canadian Intellectual Property Office, Copyright, Copyright Infringement, fashion

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Toronto Municipal Land Transfer Tax Increase

The City of Toronto has increased its municipal land transfer tax rates to match the recent changes to provincial land transfer taxes, effective March 1, 2017…more

Canada, Real Estate Transfers, Tax Rates, Transfer Taxes

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Harmonized Reporting for Private Placements (with Increased Disclosure Requirements)

An issuer that distributes securities to the public must either file a prospectus with securities regulatory authorities and deliver such prospectus to prospective purchasers, or rely upon a prospectus exemption available under…more

Canada, Canadian Securities Administration, Harmonization Rules, Investment Funds, Private Placements

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Children are Children, Right?

An interesting Will interpretation question arose in Matras Estate, 2016 ABQB 728 regarding the meaning of the word “children”. It mattered because the testator's Will left her personal effects and the residue of her estate to…more

Beneficiaries, Canada, Foster Children, Minor Children, Wills

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New Canadian Resource Revenue Transparency Rules Released

On October 23, 2014, the Government of Canada introduced its Extractive Sector Transparency Measures Act (the Bill), which will impose mandatory reporting requirements for each entity engaged in the "commercial development of…more

Canada, Energy, Natural Resources, Oil & Gas, Transparency

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TSX Outlines Proposed Venture Exchange Reform

On December 17, 2015, the TSX Venture Exchange (TSXV or the Exchange) published a White Paper on its proposed broad-based reforms to various TSXV rules, policies and strategies aimed at fostering renewed interest in the Exchange…more

Canada, Capital Markets, Regulatory Reform, TSX Venture Exchange

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Ghost Offers in Real Estate Transactions

Too Clever by Half - Not so long ago I received a draft agreement of purchase and sale from a practitioner in which he named his purchaser client as “John Doe, in trust, and without personal liability, for a corporation to…more

Business Entities, Canada, Contract Drafting, Personal Liability, Purchase Agreement

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Plain Language in Bonus Plan Prevails: No Employment, No Vesting, No Bonus

In positive news for employers, in Styles v Alberta Investment Management Corporation, 2017 ABCA 1 [Styles], the Alberta Court of Appeal (ABCA) affirmed that an employee who does not meet a clear and well drafted condition of…more

Appeals, Bonuses, Canada, Corporate Counsel, Employee Benefits

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Federal Court of Appeal: Government Failed to Adequately Consult with First Nations on Northern Gateway

On June 23, 2016, the Federal Court of Appeal delivered the Northern Gateway Project another procedural setback in its decision on Gitxaala Nation v Canada (2016 FCA 187). In a 2-to-1 split decision, the court overturned the…more

Aboriginal Issues, Canada, Environmental Review, First Nations, Pipelines

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Task Force Report: Production of Cannabis

In this edition of our series on the Task Force’s final report "A Framework for the Legalization and Regulation of Cannabis in Canada" (the "Report") we explore the Task Force recommendations for regulating the production of…more

Canada, Decriminalization of Marijuana, Marijuana Cultivation, Task Force

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Private Placement as Defensive Tactic Considered in Context of New Takeover Bid Rules

On October 24, 2016, the British Columbia Securities Commission and the Ontario Securities Commission (together, the Commissions) released their much anticipated reasons for their July 22, 2016, order, In the matter of Hecla…more

British Columbia Securities Commission, Canada, Dolly Varden Silver, Mining, Ontario Securities Commission (OSC)

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Predictability for Antitrust Leniency Applicants: Supreme Court of Canada establishes high threshold for judicial intervention with jointly recommended sentences

The Supreme Court of Canada released a decision today regarding judicial intervention with jointly recommended criminal sentences following a guilty plea. The SCC adopted a high threshold which will be welcome news to those…more

Canada, Canadian Competition Act, Criminal Prosecution, Judicial Review, Leniency Programs

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Reserves Reports and Asset Write-Downs – Legal Consequences for Public Companies

Summary - - Low oil prices may have a significant impact on reserves reports, financial statements and reserves based credit facilities of oil-weighted energy companies in Canada. How will reserves reports and write-downs…more

Canada, Commodities, Energy Sector, Oil & Gas, Oil Prices

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Canadian Playground Fight Highlights the Importance of Industrial Design Protection

A recent decision of the Federal Court of Canada has highlighted the difficulties in asserting trademark and copyright rights related to the appearance of functional products with unique design elements…more

Copyright, Dismissals, Functionality, Industrial Design, Supreme Court of Canada

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Bennett Jones Fall 2016 Economic Outlook

This Fall Outlook has four sections. The first section describes the main aspects of the "new normal" of low growth that has prevailed for advanced economies in the last six years of economic recovery. The second section…more

Commodities, Economic Development, GDP, Global Market, Manufacturers

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Amendments to Dividend / Distribution Reinvestment Plans Regime

On April 28, 2016, The Toronto Stock Exchange (the “TSX”) published proposed amendments (the “Amendments”) to introduce requirements regarding Dividend / Distribution Reinvestment Plans (the “DRIPs”) to Part VI of the TSX…more

Canada, Dividends, Proposed Amendments, Toronto Stock Exchange, TSX Venture Exchange

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Bennett Jones Fall 2016 Economic Outlook

This Fall Outlook has four sections. The first section describes the main aspects of the "new normal" of low growth that has prevailed for advanced economies in the last six years of economic recovery. The second section…more

Commodities, Economic Development, GDP, Global Market, Manufacturers

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New Competition Act and Investment Canada Act Review Thresholds Announced For 2016

On February 5, 2016, the Competition Bureau announced the 2016 “size of transaction” pre-merger notification threshold under the Competition Act would increase to $87 million; the 2015 threshold was $86 million. Acquisitions may…more

Canada, Competition Act, Pre-Merger Filing Requirements, Size of Persons Test, WTO

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TSX Outlines Proposed Venture Exchange Reform

On December 17, 2015, the TSX Venture Exchange (TSXV or the Exchange) published a White Paper on its proposed broad-based reforms to various TSXV rules, policies and strategies aimed at fostering renewed interest in the Exchange…more

Canada, Capital Markets, Regulatory Reform, TSX Venture Exchange

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Private Placement of Securities in Canada - Second Edition

Securities regulation in Canada is a matter of provincial jurisdiction and each of the ten Canadian provinces and three territories has its own securities regulatory body, that enforces the relevant local legislation and…more

Canada, Exempt Organizations, Limited Partnerships, Private Placements, Proposed Regulation

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Amendments to the Canada Business Corporations Act

On September 28, 2016, the Government of Canada tabled proposed amendments to the Canada Business Corporations Act (CBCA). Corresponding amendments are proposed for the Canada Cooperatives Act and the Canada Not-for-profit…more

Business Corporation Act, Canada, Corporate Governance, Proposed Amendments

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Cybersecurity: 2017 Report & 2016 Reflections - What Businesses and Boards Need to Know

In 2016, cybersecurity continued to grow as a primary business risk for companies worldwide. Data breaches continued to escalate both in number and magnitude and the landscape of legal and regulatory liability evolved and…more

Ashley Madison, Bitcoin, Breach Notification Rule, Canada, Class Action

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CSA Announce Amendments to Accredited Investor, Minimum Amount and Short-Term Debt Prospectus Exemption Rules

On February 19, 2015, the Canadian Securities Administrators (CSA) announced amendments to National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106), which are expected to come into force this spring…more

Accredited Investors, Canada, Canadian Securities Administration, Funding, Investors

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New Investment Dealer Prospectus Exemption

Securities regulatory authorities in each of British Columbia, Alberta, Saskatchewan, Manitoba and New Brunswick recently announced the creation of a new prospectus exemption that will allow certain issuers to distribute…more

Broker-Dealer, Canada, Exemptions, Prospectus, Securities Regulation

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The OSC Introduces Amendments to the Voluntary Delisting Rules in the TSX Company Manual

An issuer seeking to voluntarily delist its securities from the Toronto Stock Exchange (TSX) is now faced with new rules aimed at providing protection to its security holders, which may require security holder approval to…more

Canada, Delisting, Ontario Securities Commission (OSC), Toronto Stock Exchange

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B.C. Court of Appeal Finds Google Subject to B.C. Jurisdiction

More than ever before, foreign companies with websites accessible by Canadians should consider whether their online activities—even mere data gathering—put them at risk of being subject to the jurisdiction of a Canadian court…more

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Private Placement as Defensive Tactic Considered in Context of New Takeover Bid Rules

On October 24, 2016, the British Columbia Securities Commission and the Ontario Securities Commission (together, the Commissions) released their much anticipated reasons for their July 22, 2016, order, In the matter of Hecla…more

British Columbia Securities Commission, Canada, Dolly Varden Silver, Mining, Ontario Securities Commission (OSC)

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The Only Constant Is Change: Yet More Amendments to BC’s Workers Compensation Act

On October 7, 2015, we wrote about numerous changes that were being made to BC’s Workers Compensation Act (WCA) pursuant to Bill 9..…more

Canada, Disclosure Requirements, Safety Inspections, Workers Compensation Act, Workplace Safety

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Court of Appeal of Alberta Allows Sharing Self-Incriminating Evidence Given in Securities Proceedings with Foreign Authorities

For many years, there has been a growing concern in Alberta and elsewhere as to what might happen when the subject of a compelled examination under Alberta securities law faces potential scrutiny in other jurisdictions; can the…more

Alberta Securities Commission, Cross-Border, Evidence, Securities Act, Self-Incrimination

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Six Considerations for Rent Arbitration Clauses in Commercial Leases

When a commercial tenant exercises an option to renew a lease it is imperative that the landlord and tenant have effective mechanisms in place to determine the rent for the renewal term. Ideally both parties will agree on the…more

Appraisal Clauses, Arbitration, Commercial Leases, Commercial Tenants, Fair Market Value

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E-signatures – Do They Change Ontario Real Estate Deals?

Over the last 20 years, since the introduction of the electronic land registry system, real estate in Ontario has slowly been making its way into the electronic age. On July 1st, 2015 another step was taken. All real estate…more

Canada, Closing Documents, Document Management, E-Commerce, E-Signatures

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New Record-keeping Requirements for Ontario Corporations with “Ownership Interest” in Land

The Province of Ontario is introducing new corporate record-keeping requirements for all Ontario corporations having an "ownership interest" in land, effective December 10, 2016…more

Business Corporation Act, Canada, Property Ownership, Recordkeeping Requirements, Shareholders

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U.S. DOJ Announces Pilot Project For Self-Reporting Foreign Corruption Violations—Will Canada Follow Suit?

On April 5, 2016, the Foreign Corrupt Practices Act (FCPA) Unit of the U.S. Department of Justice’s (DOJ) Criminal Division announced a one-year pilot project designed to “motivate companies to voluntarily self-disclose…more

Canada, Compliance, Cooperation, Corporate Counsel, DOJ

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Private Placement of Securities in Canada - Second Edition

Securities regulation in Canada is a matter of provincial jurisdiction and each of the ten Canadian provinces and three territories has its own securities regulatory body, that enforces the relevant local legislation and…more

Canada, Exempt Organizations, Limited Partnerships, Private Placements, Proposed Regulation

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E-signatures – Do They Change Ontario Real Estate Deals?

Over the last 20 years, since the introduction of the electronic land registry system, real estate in Ontario has slowly been making its way into the electronic age. On July 1st, 2015 another step was taken. All real estate…more

Canada, Closing Documents, Document Management, E-Commerce, E-Signatures

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New Capital-Raising Initiatives for Alberta-based Start-up Businesses

On July 26, 2016, the Alberta Securities Commission (ASC) adopted a start-up business exemption (ASC Rule 45-517 Prospectus Exemption for Start-up Businesses), which is designed to be a simpler and less costly capital raising…more

Alberta Securities Commission, Canada, Capital Raising, Crowdfunding, Exemptions

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Ontario Releases Draft Carbon Market Details

Ontario has released a proposed new statute called the Climate Change Mitigation and Low-Carbon Economy Act, 2016 (the Climate Change Act). The Ontario government also released the Cap and Trade Regulatory Proposal (the Cap and…more

Canada, Cap-and-Trade, Climate Change, Energy Sector, Greenhouse Gas Emissions

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Grant of Summary Judgment to Gas Facility Operator Based On “Pay First, Dispute Later” Clause Upheld

There was no error in granting partial summary judgment on more than $5 million dollars in gas facility invoices, the Alberta Court of Appeal held in SemCAMS ULC v Blaze Energy Ltd, 2016 ABCA 113, despite the gas producer’s…more

Canada, Oil & Gas, Summary Judgment

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Court Reminds Arbitrators and Employers: Proper Investigation of Employee Medical Marijuana Use is a High Priority

The courts have again reminded employers–and arbitrators–of the importance of a proper investigation and analysis when an employee is discovered to be using medical marijuana contrary to the employer's policies…more

Canada, Corporate Counsel, Employee Misconduct, Employment Policies, Medical Marijuana

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Federal Court of Appeal: Government Failed to Adequately Consult with First Nations on Northern Gateway

On June 23, 2016, the Federal Court of Appeal delivered the Northern Gateway Project another procedural setback in its decision on Gitxaala Nation v Canada (2016 FCA 187). In a 2-to-1 split decision, the court overturned the…more

Aboriginal Issues, Canada, Environmental Review, First Nations, Pipelines

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Cybersecurity: 2017 Report & 2016 Reflections - What Businesses and Boards Need to Know

In 2016, cybersecurity continued to grow as a primary business risk for companies worldwide. Data breaches continued to escalate both in number and magnitude and the landscape of legal and regulatory liability evolved and…more

Ashley Madison, Bitcoin, Breach Notification Rule, Canada, Class Action

See All Updates »

Key Policy Initiatives from Canada's New Liberal Government You Need to Anticipate

The Canadian election last week (October 19) produced a new government under Liberal Party leader Justin Trudeau. Defying speculation of a minority government, the Liberals won a clear majority, defeating the NDP and Stephen…more

Canada, Climate Change, Energy Sector, Foreign Direct Investment, Foreign Policy

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Evidentiary Problems with Threat of Injury Findings in Canadian Trade Remedy Cases

The recent proliferation of affirmative threat of injury findings by the Canadian International Trade Tribunal (CITT) indicates problems with the CITT’s approach to its threat of injury analyses. The CITT is arguably applying a…more

Anti-Dumping Duty, Canada, Canadian International Trade Tribunal (CITT), Countervailing Duties, Evidentiary Standards

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The CSA Announces Proposed Amendments to the Take-Over Bid Regime

On March 31, 2015, the Canadian Securities Administrators (CSA) announced the publication of proposed amendments to the Canadian take-over bid rules…more

Canada, Canadian Securities Administration, Hostile Takeover, Proposed Amendments, Target Company

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The Corporate Veil Matters

In two related decisions, the Ontario Court has said, resoundingly, that it will respect the corporate veil, even for complicated corporate groups with numerous subsidiaries. Both decisions involve the enforcement of foreign…more

Canada, Chevron, Corporate Liability, Corporate Veil, Ecuador

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Government of Canada Approves Pacific NorthWest LNG Project

On September 27, 2016, the Government of Canada approved the Pacific NorthWest LNG natural gas liquefaction and export facility, sending a strong signal that it is committed to growing Canada's role as a global energy supplier…more

Canada, Energy Projects, Energy Sector, Exports, Joint Venture

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Mining Initial Public Offering Guide

Canada’s world leading mining capital markets offer a wealth of opportunity, with their access to local and global natural resources, finance opportunities for companies at all stages, and sophisticated technical know-how. While…more

Canada, Capital Markets, Initial Public Offerings, Mining, Toronto Stock Exchange

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Children are Children, Right?

An interesting Will interpretation question arose in Matras Estate, 2016 ABQB 728 regarding the meaning of the word “children”. It mattered because the testator's Will left her personal effects and the residue of her estate to…more

Beneficiaries, Canada, Foster Children, Minor Children, Wills

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Change in Shareholder Approval Requirements for Certain TSX-V-Listed Issuers Undertaking a Change of Business or Reverse Takeover

On December 15, 2016, the TSX Venture Exchange (TSX-V) published amended Policy 5.2 – Changes of Business and Reverse Takeovers of the TSX Venture Exchange Corporate Finance Manual (Policy 5.2). The amendments to Policy 5.2…more

Canada, Publicly-Traded Companies, Reverse Takeovers, Shareholder Approval, Toronto Stock Exchange

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Taseko Mines Defeats Raging River in Proxy Contest: Important Lessons for Boards Facing a Dissident Attack

After a lengthy, acrimonious and costly proxy contest to remove three directors of Taseko Mines Limited (“Taseko”) and elect its own nominees, in early May, 2016, activist investor Raging River Capital LP (“Raging River”)…more

Board of Directors, Canada, Corporate Governance, Proxy Contests, Shareholder Activism

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Canadian Anti-Spam Enforcement 2015: A Year in Review

Over the last year, the Canadian Radio-television and Telecommunications Commission (CRTC) has been active in its enforcement actions under Canada’s Anti-Spam Legislation (CASL). As shown by the following summary of…more

Canada, CASL, Commercial Electronic Messages, CRTC, Enforcement Actions

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Update on Auditing the Audit

Most jurisdictions in Canada require the unanimous consent of all shareholders (including non-voting shareholders) in order for a non-distributing corporation to dispense with an audit. The requirement is absolute and mandatory…more

Audits, Business Corporation Act, Canada, Corporate Governance, Financial Statements

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Reliance on the Employment Contract–AKA "But It's Not Fair"

Canadian courts have often been swayed by arguments of fairness from plaintiff employees regarding the interpretation of their employment contracts in an employment dispute. There has been a general judicial recognition of the…more

Appeals, Canada, Contract Interpretation, Employment Contract, Fairness Standard

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Toronto Municipal Land Transfer Tax Increase

The City of Toronto has increased its municipal land transfer tax rates to match the recent changes to provincial land transfer taxes, effective March 1, 2017…more

Canada, Real Estate Transfers, Tax Rates, Transfer Taxes

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Alberta Court Skewers Gibberish Legal Arguments

The Courts are taking a bold stand. In a decision that will no doubt have significant ramifications for businesses, governments, and the litigation bar across Canada, Associate Chief Justice Rooke of the Alberta Court of…more

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Employers Must Follow Privacy Protocols When Implementing Biometric Attendance Systems

In response to concerns about employee attendance and building security, some employers have chosen to implement biometric attendance systems in the workplace. These systems allow an employer to monitor employees’ work hours by…more

Attendance, Biometric Information, Employee Rights, Employer Liability Issues, Facial Recognition Technology

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Private Placement of Securities in Canada - Second Edition

Securities regulation in Canada is a matter of provincial jurisdiction and each of the ten Canadian provinces and three territories has its own securities regulatory body, that enforces the relevant local legislation and…more

Canada, Exempt Organizations, Limited Partnerships, Private Placements, Proposed Regulation

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Recent Amendments to the Workers Compensation Act give WorkSafeBC Enhanced Compliance Powers

Recent changes to the Workers Compensation Act in British Columbia (the Act) significantly enhance WorkSafeBC’s ability to enforce occupational health and safety compliance. These include..…more

Employer Liability Issues, OHSA, Reporting Requirements, Workplace Injury

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Proposed Tariff Elimination for Certain Agri-Food Ingredients

In Budget 2016: Growing the Middle Class, the Government of Canada announced its intention to eliminate customs duties on imports of certain food manufacturing ingredients, excluding supply-managed (TRQ) products. This decision…more

Canada, Food Manufacturers, Imports, Tariffs

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Bennett Jones Fall 2016 Economic Outlook

This Fall Outlook has four sections. The first section describes the main aspects of the "new normal" of low growth that has prevailed for advanced economies in the last six years of economic recovery. The second section…more

Commodities, Economic Development, GDP, Global Market, Manufacturers

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Canadian Playground Fight Highlights the Importance of Industrial Design Protection

A recent decision of the Federal Court of Canada has highlighted the difficulties in asserting trademark and copyright rights related to the appearance of functional products with unique design elements…more

Copyright, Dismissals, Functionality, Industrial Design, Supreme Court of Canada

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Canada Eases Iran Sanctions and Opens Trade for Key Industrial Sectors

The Government of Canada today announced important amendments that loosen its economic sanctions against Iran. The amendments follow on the successful implementation of the Joint Comprehensive Plan of Action on January 16 by the…more

Amended Regulation, Canada, Iran Sanctions, Joint Comprehensive Plan of Action (JCPOA), Trade Relations

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No More House Arrest for Competition Act Offenders as Amendments Enter into Force

On November 20, 2012, amendments to the sentencing provisions of the Criminal Code, introduced by Bill C-10, the Safe Streets and Communities Act, entered into force. The Safe Streets Act received Royal Assent on March 13, 2012…more

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A Deceased Can't Always Will What They Want

There is a common misconception that the testator is free to leave their estate to anyone they choose. While this is largely true, certain family members who were left out or feel they were inadequately provided for under a will…more

Beneficiaries, Canada, Estate Planning

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Just Perfect: Compensatory Patent Damages in Apotex Inc v Merck & Co, Inc

The Federal Court of Appeal has decided that when computing compensatory damages for patent infringement, the availability of a non-infringing alternative is now a legally relevant consideration that can reduce the lost profits…more

Apotex, Calculation of Damages, Compensatory Damages, Merck, Patent Infringement

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Substantial Amendments to the Condominium Act will impact Condominium Developers and Corporations

The Province of Ontario recently introduced Bill 106, Protecting Condominium Owners Act, 2015, to amend the Condominium Act, 1998, largely in response to the immense growth and change in the condominium sector in Ontario in…more

Amended Legislation, Canada, Condominium Act, Condominiums, Real Estate Development

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The Upstream Oilfield Services Industry in Western Canada - A Backgrounder

Described by The Economist as “the unsung masters of the oil industry,” oilfield services are an integral and indispensable part of the oil and natural gas industry in Western Canada. Oilfield services companies are involved in…more

Canada, Energy Exploration, Energy Sector, Midstream Contracts, Natural Gas

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OSC Proposes New Whistleblower Program, with Financial Awards

Ontario may soon become the first Canadian jurisdiction to implement a whistleblower program for suspected securities law violations. On February 3, 2015, the Ontario Securities Commission (OSC) issued Staff Consultation…more

Canada, Ontario Securities Act, Whistleblower Protection Policies, Whistleblowers

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Expedited Examination Options for Patent Applications Filed in the United States

In the United States, patents are granted and issued through the United States Patent and Trademark Office (USPTO). Each patent application received by the USPTO is examined by a United States patent examiner in the order it is…more

Expedited Actions Process, Patent Applications, Patent Examinations, Patents, USPTO

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Global Warming: Court of Appeal Shows Openness to Global Classes

Class Action Case Update: The Ontario Court of Appeal's recent decision in Excalibur Special Opportunities LP v Schwartz Levitsky Feldman, 2016 ONCA 916 addresses when to assume jurisdiction in a global class action…more

Accredited Investors, Appeals, Canada, Class Action, Denial of Certiorari

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Substantial Amendments to the Condominium Act will impact Condominium Developers and Corporations

The Province of Ontario recently introduced Bill 106, Protecting Condominium Owners Act, 2015, to amend the Condominium Act, 1998, largely in response to the immense growth and change in the condominium sector in Ontario in…more

Amended Legislation, Canada, Condominium Act, Condominiums, Real Estate Development

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Canada’s Federal Budget Does Not Address Cross-Border Income Trusts

The March 2013 Federal Budget did not contain any provisions aimed at cross-border income trusts (CBITs, also known as foreign asset income trusts, or FAITs). Mention was made, however, of a continued intention to implement the…more

Canada, Federal Budget

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Supreme Court Revitalizes Summary Judgment to Foster Access to Justice

In a much-anticipated decision released on January 23, 2014, Hryniak v Maudlin, 2014 SCC 7, the Supreme Court of Canada articulated a new approach to summary judgment under Rule 20 of Ontario's Rules of Civil Procedure (RRO…more

Canada, SCC, Summary Judgment

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What Foreign Investors Need to Know About the New National Security Guidelines under the Investment Canada Act

On December 19, 2016, the Canadian Government released new Guidelines on the National Security Review of Investments under the Investment Canada Act (the “Act”) increasing review transparency in an effort to bolster foreign…more

Canada, Foreign Investment, Investment Canada Act, National Security, Transparency

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2017 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines

Institutional Shareholder Services (ISS) and Glass, Lewis & Co (Glass Lewis) have both released their updates to their respective Canadian proxy voting guidelines for the upcoming 2017 proxy season. The ISS updates apply to…more

Audits, Board of Directors, Canada, Corporate Governance, Director Compensation

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Is Your Customs Compliance BEPS Ready?

2016 was the first year of the new transfer pricing reporting regime called Country-by-Country Reporting (CbCR). It will be a major new tool for revenue authorities and will undoubtedly lead to greater audit activity and more…more

BEPS, Canada, Corporate Taxes, Country-by-Country, Customs and Border Protection

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Private Placement of Securities in Canada - Second Edition

Securities regulation in Canada is a matter of provincial jurisdiction and each of the ten Canadian provinces and three territories has its own securities regulatory body, that enforces the relevant local legislation and…more

Canada, Exempt Organizations, Limited Partnerships, Private Placements, Proposed Regulation

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Is the Competition Bureau Targeting You? New IP Enforcement Guidelines

On June 9, 2015, the Canadian Competition Bureau released updated draft Intellectual Property Enforcement Guidelines (IPEGs) for public comment. The comment period is open until August 10, 2015. It is the third publication of…more

Antitrust Provisions, Canada, Competition Act, Competition Authorities, FTC

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Mining Initial Public Offering Guide

Canada’s world leading mining capital markets offer a wealth of opportunity, with their access to local and global natural resources, finance opportunities for companies at all stages, and sophisticated technical know-how. While…more

Canada, Capital Markets, Initial Public Offerings, Mining, Toronto Stock Exchange

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Task Force Report: Production of Cannabis

In this edition of our series on the Task Force’s final report "A Framework for the Legalization and Regulation of Cannabis in Canada" (the "Report") we explore the Task Force recommendations for regulating the production of…more

Canada, Decriminalization of Marijuana, Marijuana Cultivation, Task Force

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Cybersecurity: 2017 Report & 2016 Reflections - What Businesses and Boards Need to Know

In 2016, cybersecurity continued to grow as a primary business risk for companies worldwide. Data breaches continued to escalate both in number and magnitude and the landscape of legal and regulatory liability evolved and…more

Ashley Madison, Bitcoin, Breach Notification Rule, Canada, Class Action

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Proxy Season 2017: Improving the Accuracy, Reliability and Accountability of Proxy Vote Reconciliation

On January 26, 2017, the Canadian Securities Administrators (CSA) released CSA Staff Notice 54-305 Meeting Vote Reconciliation Protocols (the Protocols) concerning the improvement of the procedures used for counting proxy votes…more

Canada, Canadian Securities Administration, Corporate Governance, Proxy Voting Guidelines

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Trump, Canada and the Future of NAFTA: Some FAQs

As Inauguration Day approaches we are receiving many questions about Donald Trump’s promise to renegotiate or “tear up” the NAFTA, most of them turning on what he can do and what would it mean for Canada-United States trade…more

Canada, Corporate Counsel, Free Trade Agreements, Mexico, NAFTA

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The Corporate Veil Matters

In two related decisions, the Ontario Court has said, resoundingly, that it will respect the corporate veil, even for complicated corporate groups with numerous subsidiaries. Both decisions involve the enforcement of foreign…more

Canada, Chevron, Corporate Liability, Corporate Veil, Ecuador

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Recent Amendments to the Workers Compensation Act give WorkSafeBC Enhanced Compliance Powers

Recent changes to the Workers Compensation Act in British Columbia (the Act) significantly enhance WorkSafeBC’s ability to enforce occupational health and safety compliance. These include..…more

Employer Liability Issues, OHSA, Reporting Requirements, Workplace Injury

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The Corporate Veil Matters

In two related decisions, the Ontario Court has said, resoundingly, that it will respect the corporate veil, even for complicated corporate groups with numerous subsidiaries. Both decisions involve the enforcement of foreign…more

Canada, Chevron, Corporate Liability, Corporate Veil, Ecuador

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Amendments to Early Warning Regime

On February 25, 2016, the Canadian Securities Administrators ("CSA") published final amendments to the early warning regime (the "Amendments"). The Amendments are consistent with the revised proposals released by the CSA on…more

Amended Regulation, Canada, Canadian Securities Administration, Debt Securities, Disclosure Requirements

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Landlords, Leases and Financial Distress

Prepaid rent or a security deposit? The distinction is an important and potentially costly one for landlords in the current economic climate. In 2015, the Alberta Court of Appeal in York Realty Inc. v Alignvest Private Debt…more

Canada, Commercial Bankruptcy, Commercial Leases, PPSA, Security Deposits

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U.S. Supreme Court Upholds Fraud on the Market Theory in Securities Class Actions

A much-anticipated decision of the U.S. Supreme Court, Halliburton Co. v. Erica P. John Fund, Inc. was released on June 23, 2014. While the Supreme Court upheld the "fraud on the market" presumption of reliance which has made…more

Basic v Levinson, Class Certification, Fraud, Fraud-on-the-Market, Halliburton

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OSC Proposes New Whistleblower Program, with Financial Awards

Ontario may soon become the first Canadian jurisdiction to implement a whistleblower program for suspected securities law violations. On February 3, 2015, the Ontario Securities Commission (OSC) issued Staff Consultation…more

Canada, Ontario Securities Act, Whistleblower Protection Policies, Whistleblowers

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Mind the Gap: Regulatory Frameworks Fintech Companies Can Use Right Now

Financial technology is changing how money changes hands, and fintech is evolving faster than the law. The rapid and recent advent of financial technology has left regulators playing catch up, with the current rules being…more

British Columbia Securities Commission (BCSC), Canada, Early Stage Companies, Financial Services Industry, FinTech

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Do You Have a Permit for that Drone?

In our last post we talked about some of the key things to consider before flying a drone over a real estate or construction site. Even with these general considerations in mind, however, the fear of fines under the complex…more

Canada, Drones, Exemptions, Licensing Rules, New Regulations

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Task Force Report: Production of Cannabis

In this edition of our series on the Task Force’s final report "A Framework for the Legalization and Regulation of Cannabis in Canada" (the "Report") we explore the Task Force recommendations for regulating the production of…more

Canada, Decriminalization of Marijuana, Marijuana Cultivation, Task Force

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TSX Provides Guidance to Emerging Market Issuers

In recent years, emerging market issuers have faced greater scrutiny by Canadian regulators as a result of questions and concerns about issuers with significant business operations in emerging markets (emerging market issuers)…more

Auditors, Canada, Corporate Governance, Emerging Growth Companies, Internal Controls

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The Appeal in Teal: Challenging Commercial Arbitration Awards in Canada

How final is a final award in a commercial arbitration? The scope of appeal rights against commercial arbitration awards is again before the Supreme Court of Canada. Will this be the last word on the subject?…more

Appeals, Arbitration Awards, Canada, Commercial Arbitration

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TSX Provides Guidance to Emerging Market Issuers

In recent years, emerging market issuers have faced greater scrutiny by Canadian regulators as a result of questions and concerns about issuers with significant business operations in emerging markets (emerging market issuers)…more

Auditors, Canada, Corporate Governance, Emerging Growth Companies, Internal Controls

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The CSA Proposes a New Framework for Shareholder Rights Plans and Amendments to the Early Warning Reporting Regime

Last week, the Canadian Securities Administrators (CSA) published a proposed new regulatory framework for shareholder rights plans under National Instrument 62-105 Security Holder Rights Plans, and significant changes to…more

Bids, Canadian Securities Administration, Hostile Takeover, Reporting Requirements, Shareholder Rights

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Renewable Energy Progress: Alberta's proposed Renewable Electricity Act and Key Provisions of the RESA

On November 3, 2016, the Minister of Environment, Shannon Phillips, announced the introduction of the Renewable Electricity Act (the Act). The Act is currently progressing through second reading and given the current pace is…more

Canada, New Regulations, Renewable Energy

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Cybersecurity: Regulatory Risks for Canadian Issuers

In the United States, the Securities Exchange Commission (SEC) has taken an active role in regulating cybersecurity issues. Canadian issuers should be aware that the risk of regulatory enforcement may be coming to Canada…more

Canada, Canadian Securities Administration, Cybersecurity, Publicly-Traded Companies, SEC

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Change to Alberta Court Rules Eases Service Under Hague Convention

A new Alberta Court Rule seeks to avoid an unfortunate implication that courts have read into the Hague Convention on the Service Abroad of Judicial and Extra-Judicial Documents in Civil or Commercial Matters. Effective July…more

Canada, Hague Convention, Human Rights, Service of Process

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The Latest Word on Subsequent Legislative History and the GAAR

Two recent decisions of the Tax Court involving the general anti-avoidance rule (GAAR), Univar Holdco Canada ULC v The Queen, 2016 TCC 159 [Univar] and Oxford Properties Group Inc v The Queen, 2016 TCC 204 [Oxford Properties],…more

Canada, GAAR, Income Tax Act, Legislative History, Tax Court

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Supreme Court Clarifies Limits on Tribunal Participation in Reviews of Its Own Decisions

In an increasingly regulated world, governments have established a litany of administrative tribunals to oversee and administer complex regulatory schemes. Often, applying their specialized expertise, such tribunals adjudicate…more

Administrative Review Board, Appeals, Bootstrapping, Canada, Energy Policy

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BC LNG Tax Regime: Rate Concessions and New Tax Credit but Uncertainty Remains

On October 21, 2014, the British Columbia government introduced Bill 6, the Liquefied Natural Gas Income Tax Act (LNGITA). The LNGITA proposes a two-tier tax on income derived from liquefaction activities at liquefied natural…more

Canada, Income Taxes, Liquid Natural Gas, Oil & Gas, Tax Credits

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Cybersecurity: 2017 Report & 2016 Reflections - What Businesses and Boards Need to Know

In 2016, cybersecurity continued to grow as a primary business risk for companies worldwide. Data breaches continued to escalate both in number and magnitude and the landscape of legal and regulatory liability evolved and…more

Ashley Madison, Bitcoin, Breach Notification Rule, Canada, Class Action

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Public Works and Government Services Canada Integrity Clauses

This information circular provides an overview of the integrity provisions recently implemented by Public Works and Government Services Canada (“Public Works”), as they apply to real estate transactions across Canada (“Integrity…more

Canada, Contractors, Public Works, Real Estate Market

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2017 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines

Institutional Shareholder Services (ISS) and Glass, Lewis & Co (Glass Lewis) have both released their updates to their respective Canadian proxy voting guidelines for the upcoming 2017 proxy season. The ISS updates apply to…more

Audits, Board of Directors, Canada, Corporate Governance, Director Compensation

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Ontario Takes Action on Pension Funding Reform

In November of last year, as part of its 2015 Economic Outlook and Fiscal Review, the Ontario government announced its plans to review the current solvency funding rules for defined benefit (DB) pension plans. The expedited…more

Benefit Plan Sponsors, Canada, Consultation, Defined Benefit Plans, Funding

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Legal Privilege

Privilege provides special protection that exempts certain documents and other forms of communication from having to be disclosed in legal proceedings. Its protection is powerful, but it can be easily lost if the privileged…more

Attorney-Client Privilege, Canada

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Canada Signs Global Climate Change Agreement

After many marathon negotiation sessions, Canada, along with 195 other countries, signed a new climate agreement this past weekend called the Paris Agreement. The Paris Agreement was adopted under the United Nations Framework…more

Canada, Carbon Emissions, Climate Change, Energy Sector, Greenhouse Gas Emissions

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Amendments to the Canada Business Corporations Act

On September 28, 2016, the Government of Canada tabled proposed amendments to the Canada Business Corporations Act (CBCA). Corresponding amendments are proposed for the Canada Cooperatives Act and the Canada Not-for-profit…more

Business Corporation Act, Canada, Corporate Governance, Proposed Amendments

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Feedlot Health Management Services Ltd v The Queen, 2015 TCC 32 - The Tax Court Considers Fundamental SR&ED Principles

Bennett Jones LLP represented Feedlot Health Management Services Ltd. (FHMS) in the recent Tax Court of Canada proceeding, Feedlot Health Management Services Ltd v The Queen (2015 TCC 32). The case concerned certain fundamental…more

Canada, Research and Experiment Tax Credit, Tax Court

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Renewable Energy Progress: Alberta's proposed Renewable Electricity Act and Key Provisions of the RESA

On November 3, 2016, the Minister of Environment, Shannon Phillips, announced the introduction of the Renewable Electricity Act (the Act). The Act is currently progressing through second reading and given the current pace is…more

Canada, New Regulations, Renewable Energy

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A Little Less Murky: The Court of Appeal Clarifies the Line Between Oppression and Derivative Actions

On May 26, 2015, the Court of Appeal for Ontario released its decision in Rea et al v Wildeboer, clarifying the distinct role of derivative actions under the Ontario Business Corporations Act. The role is so distinct that the…more

Appeals, Business Corporation Act, Canada, Derivative Suit, Oppression Remedy

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Global Warming: Court of Appeal Shows Openness to Global Classes

Class Action Case Update: The Ontario Court of Appeal's recent decision in Excalibur Special Opportunities LP v Schwartz Levitsky Feldman, 2016 ONCA 916 addresses when to assume jurisdiction in a global class action…more

Accredited Investors, Appeals, Canada, Class Action, Denial of Certiorari

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Litigious Corporate Plaintiffs Take Note: Large Security for Costs Award for Multiple Defendants

In a hefty security for costs award in favour of multiple defendants, the Alberta Court of Queen’s Bench recently held that the Court may consider the global effect of the costs of multiple proceedings by a single corporate…more

Canada, Litigation Fees & Costs

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Ontario Court Upholds Limitations on Liability for Misrepresentations Contained in Take-Over Bid Circulars

In a decision released on July 30, 2015, the Ontario Superior Court of Justice has clarified that plaintiffs seeking to advance claims under section 131(1) of the Securities Act (Ontario) alleging misrepresentation in a…more

Canada, Mining, Misrepresentation, Offering Documents, Ontario Securities Act

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Renewable Energy Progress: Alberta's proposed Renewable Electricity Act and Key Provisions of the RESA

On November 3, 2016, the Minister of Environment, Shannon Phillips, announced the introduction of the Renewable Electricity Act (the Act). The Act is currently progressing through second reading and given the current pace is…more

Canada, New Regulations, Renewable Energy

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More Provinces Crowd into Crowdfunding, but Not Yet Ontario or Alberta

On May 14, 2015, the securities regulators of British Columbia, Saskatchewan, Manitoba, Québec, New Brunswick and Nova Scotia (the Crowdfunding Jurisdictions) announced that they have implemented, or expect to implement,…more

Canada, Crowdfunding, Entrepreneurs, Ontario Securities Commission (OSC), Popular

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Alberta Court Strikes Out Pleadings Challenging Validity of Oil and Gas Permits

A challenge to the validity of oil and gas permits outside the judicial review process is a collateral attack and will be struck, the Alberta Court of Queen’s Bench held recently in Ominayak v Penn West Petroleum Ltd, 2015 ABQB…more

Aboriginal Issues, Canada, Energy Projects, Judicial Review, Oil & Gas

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Going Private Transactions in Canada's Energy Sector – On the Rise?

Are going private transactions on the rise? Conditions are ripe for an increased number of private equity-led buyouts of public companies. In a "lower for longer" commodity price environment, Canadian energy and…more

Canada, Energy Sector, Going-Private Transactions, Oil & Gas, Private Equity Funds

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Interim Approach for Environmental Assessments

The newly elected Liberal federal government recently announced an interim approach for dealing with major projects subject to environmental assessments. The approach is part of the government’s effort to restore public…more

Canada, Environmental Assessments, National Energy Board, National Environmental Policies

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Amendments to Alberta's Municipal Government Act Likely to Reduce Time and Cost of Property Tax Review Process

As of January 1, 2017, amendments to the Municipal Government Act, R.S.A. 2000 c. M 26 (MGA), came into force, changing how property owners can seek court review of Assessment Review Board decisions in Alberta…more

Appeals, Canada, Judicial Review, Property Owners, Property Tax

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The Only Constant Is Change: Yet More Amendments to BC’s Workers Compensation Act

On October 7, 2015, we wrote about numerous changes that were being made to BC’s Workers Compensation Act (WCA) pursuant to Bill 9..…more

Canada, Disclosure Requirements, Safety Inspections, Workers Compensation Act, Workplace Safety

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Change in Shareholder Approval Requirements for Certain TSX-V-Listed Issuers Undertaking a Change of Business or Reverse Takeover

On December 15, 2016, the TSX Venture Exchange (TSX-V) published amended Policy 5.2 – Changes of Business and Reverse Takeovers of the TSX Venture Exchange Corporate Finance Manual (Policy 5.2). The amendments to Policy 5.2…more

Canada, Publicly-Traded Companies, Reverse Takeovers, Shareholder Approval, Toronto Stock Exchange

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Domestic Anti-Treaty-Shopping Proposals and Further Consultation Announced in Canada's Federal Budget 2014

In the Canadian Federal Budget released on February 11, 2014, the Department of Finance signaled its intention to enact a domestic treaty-shopping rule, generally allowing the Canada Revenue Agency (CRA) to deny treaty benefits…more

Canada, Foreign Investment, Multinationals, Proposed Legislation, Safe Harbors

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Ontario Encourages Gender Diversity Targets for Boards

The Ontario Government has announced a target that women comprise at least 40 percent of appointments to provincial boards and agencies by 2019 and is encouraging businesses to set gender diversity targets for their boards of…more

Board of Directors, Canada, Canadian Securities Administration, Corporate Governance, Diversity

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The Canadian Oil Sands: A Backgrounder

In this issue: - Preface - Current Issues in the Oil Sands - Introduction - Advantages of Investing in the Oil Sands - Challenges - Location and Extraction - Emerging…more

Canada, Oil & Gas, Oil Sands

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“All Aboriginal Peoples”: SCC Rules Non-Status Indians and Métis are “Indians” under the Constitution

Yesterday, the Supreme Court of Canada issued a unanimous decision in Daniels v Canada (Indian Affairs and Northern Development), 2016 SCC 12 declaring that non-status Indians and Métis are “Indians” under s 91(24) of the…more

Aboriginal Issues, Canada, Federal Jurisdiction, Supreme Court of Canada

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Evidentiary Problems with Threat of Injury Findings in Canadian Trade Remedy Cases

The recent proliferation of affirmative threat of injury findings by the Canadian International Trade Tribunal (CITT) indicates problems with the CITT’s approach to its threat of injury analyses. The CITT is arguably applying a…more

Anti-Dumping Duty, Canada, Canadian International Trade Tribunal (CITT), Countervailing Duties, Evidentiary Standards

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Expropriation in Calgary: The Southeast LRT is Coming

The City of Calgary has identified portions or all of several dozen residential and commercial properties it may need to expropriate along the planned route of the Green Line Southeast LRT. Councillors debated the potential…more

Canada, Expropriation, Municipalities, Property Owners

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Court of Appeal of Alberta Allows Sharing Self-Incriminating Evidence Given in Securities Proceedings with Foreign Authorities

For many years, there has been a growing concern in Alberta and elsewhere as to what might happen when the subject of a compelled examination under Alberta securities law faces potential scrutiny in other jurisdictions; can the…more

Alberta Securities Commission, Cross-Border, Evidence, Securities Act, Self-Incrimination

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Expropriation in Calgary: The Southeast LRT is Coming

The City of Calgary has identified portions or all of several dozen residential and commercial properties it may need to expropriate along the planned route of the Green Line Southeast LRT. Councillors debated the potential…more

Canada, Expropriation, Municipalities, Property Owners

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Miners Beware: Regulators Read Your Investor Presentations

On April 9, 2015, the Canadian Securities Administrators (CSA) published CSA Staff Notice 43-309 - Review of Website Investor Presentations by Mining Issuers (the Staff Notice), which summarizes the findings of a review of 130…more

Canada, Canadian Securities Administration, Material Disclosures, Mining, Public Disclosure

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Alberta Flood 2013: CRA Extends Tax Filing Deadlines and Offers Guidance to Taxpayers

While the immediate business disruptions resulting from the recent flooding in Southern Alberta have, to some extent, been dealt with, the hard work of rebuilding has only just begun…more

Canada, Filing Deadlines, Flooding, Income Taxes, Property Damage

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2017 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines

Institutional Shareholder Services (ISS) and Glass, Lewis & Co (Glass Lewis) have both released their updates to their respective Canadian proxy voting guidelines for the upcoming 2017 proxy season. The ISS updates apply to…more

Audits, Board of Directors, Canada, Corporate Governance, Director Compensation

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Tax Effective Use by Canadian Online Retailers of Bermuda Operations for International Expansion - 2011 Canada-Bermuda Tax Information Exchange Agreement

E-tail Foreign Market Opportunity - The growth of online retail sales has globally outstripped the growth of all other retail channels, including during the last recession. For example, in England during 2012, it has been…more

Canada, E-Commerce, International Tax Issues, Internet, Internet Taxation

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A Deceased Can't Always Will What They Want

There is a common misconception that the testator is free to leave their estate to anyone they choose. While this is largely true, certain family members who were left out or feel they were inadequately provided for under a will…more

Beneficiaries, Canada, Estate Planning

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New U.S. Transparency Reporting Requirements for Extractive Sector

On July 27, 2016, the U.S. Securities and Exchange Commission (SEC) adopted revised rules requiring resource extraction issuers to disclose payments made to governments for the commercial development of oil, natural gas, or…more

Canada, Disclosure Requirements, Extractive Industry Transparency Rule, Foreign Jurisdictions, Resource Extraction

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New Concerns for Bondholders, Lenders and Other Creditors Following SCC’s Indalex Decision

On February 1, 2013, the Supreme Court of Canada (SCC) released its much-awaited decision in the Indalex case. While the central issue in Indalex was the priority of wind-up deficiencies in defined benefit pension plans versus…more

Bonds, CCAA, Constructive Trusts, Creditors, Debtors

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Government of Canada Approves Pacific NorthWest LNG Project

On September 27, 2016, the Government of Canada approved the Pacific NorthWest LNG natural gas liquefaction and export facility, sending a strong signal that it is committed to growing Canada's role as a global energy supplier…more

Canada, Energy Projects, Energy Sector, Exports, Joint Venture

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New LCIA Arbitration Rules Come into Effect on October 1, 2014

International arbitration is often selected over traditional litigation for resolving commercial disputes, as it is typically perceived that arbitrations can be undertaken more efficiently and swiftly than litigation. In recent…more

Arbitration, International Arbitration, LCIA

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Plain Language in Bonus Plan Prevails: No Employment, No Vesting, No Bonus

In positive news for employers, in Styles v Alberta Investment Management Corporation, 2017 ABCA 1 [Styles], the Alberta Court of Appeal (ABCA) affirmed that an employee who does not meet a clear and well drafted condition of…more

Appeals, Bonuses, Canada, Corporate Counsel, Employee Benefits

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A Wise Decision: Recent Lessons on Evidence in Class Actions

Wise v Abbott Laboratories, Limited, 2016 ONSC 7275 was a recent pre-certification summary judgment decision, which was released after the Divisional Court's decision this past summer in Dine v Biomet Inc, 2016 ONSC 4029. Both…more

Abbott Laboratories, Class Action, Commonality, Expert Testimony, Pharmaceutical Industry

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Is Your Customs Compliance BEPS Ready?

2016 was the first year of the new transfer pricing reporting regime called Country-by-Country Reporting (CbCR). It will be a major new tool for revenue authorities and will undoubtedly lead to greater audit activity and more…more

BEPS, Canada, Corporate Taxes, Country-by-Country, Customs and Border Protection

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Dispute Over Landscaping Repairs Results in Personal Penalties against Condo Directors and a Fascinating Governance War Story

Court decisions holding corporate directors personally liable for acting in bad faith tend to be few and far between in Canadian jurisprudence. The recent Ontario Court of Appeal decision in Boily et al v Carleton Condominium…more

Board of Directors, Canada, Condominiums, Homeowners' Association, Personal Liability

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Federal Court of Appeal Clarifies Test for “De Facto Control”

In McGillivray Restaurant Ltd. v. R., the Federal Court of Appeal (FCA) recently provided welcome news to the Canadian tax community concerning the appropriate legal test for determining whether a person has “de facto control”…more

Canada, Corporate Taxes, Multi-Factor Test, Privately Held Corporations, Right to Control

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Doing Business in Russia, Kazakhstan, Ukraine and Belarus

On February 16, 2017, Bennett Jones hosted a networking lunch with the Canada Eurasia Russia Business Association to discuss recent Canadian project experience in Russia, Kazakhstan, Ukraine and Belarus…more

Belarus, Canada, Economic Sanctions, Export Controls, Kazakhstan

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Unpaid Subcontractors Beware

Alberta Court of Appeal confirms no duty to disclose existence of labour and material bond unless asked - Labour and material payment bonds (L&M Bonds) serve an important purpose on a construction project by providing…more

Appeals, Canada, Construction Contracts, Construction Industry, Duty to Disclose

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Private Placement of Securities in Canada - Second Edition

Securities regulation in Canada is a matter of provincial jurisdiction and each of the ten Canadian provinces and three territories has its own securities regulatory body, that enforces the relevant local legislation and…more

Canada, Exempt Organizations, Limited Partnerships, Private Placements, Proposed Regulation

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Canada Implements New Take-Over Bid Rules

The Canadian Securities Administrators Implement New Rules to Strengthen the Ability of Target Issuers and their Shareholders to Respond to Hostile Take-Over Bids Following a lengthy process involving each of the…more

Canada, Canadian Securities Administration, Corporate Counsel, New Regulations, Shareholder Rights

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Overtime Class Actions Gaining Traction in Canada: Is the Oil Patch Next?

On October 12, 2016, a former GoodLife personal trainer filed a class action lawsuit for $60 million in damages under Ontario's Class Proceeding Acts, 1992. The proposed class members include current and former non-managerial…more

Canada, Class Action, Collective Actions, Employer Liability Issues, Employment Policies

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Alberta Securities Commission Replaces Key Blanket Order for Over-the-Counter Derivatives

On January 30th, 2017, the Alberta Securities Commission (the "ASC") announced in its weekly notice that, effective as of February 1st, 2017, it is replacing Blanket Order 91-506 entitled Over-the-Counter Trades in Derivatives…more

Alberta Securities Commission, Canada, Derivatives, New Regulations

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Expropriation in Calgary: The Southeast LRT is Coming

The City of Calgary has identified portions or all of several dozen residential and commercial properties it may need to expropriate along the planned route of the Green Line Southeast LRT. Councillors debated the potential…more

Canada, Expropriation, Municipalities, Property Owners

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Renewable Energy Progress: Alberta's proposed Renewable Electricity Act and Key Provisions of the RESA

On November 3, 2016, the Minister of Environment, Shannon Phillips, announced the introduction of the Renewable Electricity Act (the Act). The Act is currently progressing through second reading and given the current pace is…more

Canada, New Regulations, Renewable Energy

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Proxy Season 2017: Improving the Accuracy, Reliability and Accountability of Proxy Vote Reconciliation

On January 26, 2017, the Canadian Securities Administrators (CSA) released CSA Staff Notice 54-305 Meeting Vote Reconciliation Protocols (the Protocols) concerning the improvement of the procedures used for counting proxy votes…more

Canada, Canadian Securities Administration, Corporate Governance, Proxy Voting Guidelines

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Cybersecurity: Regulatory Risks for Canadian Issuers

In the United States, the Securities Exchange Commission (SEC) has taken an active role in regulating cybersecurity issues. Canadian issuers should be aware that the risk of regulatory enforcement may be coming to Canada…more

Canada, Canadian Securities Administration, Cybersecurity, Publicly-Traded Companies, SEC

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Reserves Reports and Asset Write-Downs – Legal Consequences for Public Companies

Summary - - Low oil prices may have a significant impact on reserves reports, financial statements and reserves based credit facilities of oil-weighted energy companies in Canada. How will reserves reports and write-downs…more

Canada, Commodities, Energy Sector, Oil & Gas, Oil Prices

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The Lease of Your Worries: Preserving the Priority of a Lessor’s Interest in an Asset

Unless a long-term lease of an asset is registered in the Personal Property Registry (PPR), the leasing arrangement may fail to protect the priority of the lessor’s ownership interest. The Alberta Court of Appeal in Fast Labour…more

Canada, Commercial Leases, Equipment Lease, Perfected Security Interest, Personal Property

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Alberta Announces Bill 20 – The Climate Leadership Implementation Act

On May 24, 2016 the Alberta government introduced Bill 20 – Climate Leadership Implementation Act (the CLIA). The CLIA establishes the legislative framework for Alberta's new carbon tax (referred to in the CLIA as the carbon…more

Canada, Carbon Pricing, CLIA, Greenhouse Gas Emissions, Pending Legislation

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Summer Tendering Update: Reasonable Expectations and Negative Contingencies

A recent decision from the Alberta Court of Queen’s Bench and Court of Appeal in Elan Construction considered and clarified two aspects of tendering law…more

Appeals, Bid Protests, Breach of Implied Contract, Canada, Competitive Bidding

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Changes to Canada's Integrity Regime for Public Procurement Create Onerous New Reporting Requirement

On April 4, 2016, Public Works and Government Services Canada (Public Works), the procurement arm of the Canadian federal government, announced amendments to rules, known as the Integrity Regime, governing the eligibility of…more

Amended Regulation, Canada, Canadian Integrity Regime, Corporate Counsel, Federal Contractors

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Cybersecurity: 2017 Report & 2016 Reflections - What Businesses and Boards Need to Know

In 2016, cybersecurity continued to grow as a primary business risk for companies worldwide. Data breaches continued to escalate both in number and magnitude and the landscape of legal and regulatory liability evolved and…more

Ashley Madison, Bitcoin, Breach Notification Rule, Canada, Class Action

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Western Union on the Hook for $586 Million for Aiding and Abetting Wire Fraud

Western Union is facing a $586-million settlement, after admitting to aiding criminals in money laundering and fraud. The global money services business, with headquarters in Englewood, Colorado, has entered into agreements…more

Aiding and Abetting, Bank Secrecy Act, Enforcement Actions, FTC, Money Laundering

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Proposed Prospectus Exemption for Distributions to Existing Security Holders of TSXV Issuers

On November 21, 2013, Canadian securities regulators in all jurisdictions but Ontario and Newfoundland and Labrador published for comment a proposed prospectus exemption for issuers listed on the TSX Venture Exchange (TSXV…more

Canada, Canadian Securities Administration, Prospectus, TSX Venture Exchange

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Reliance on the Employment Contract–AKA "But It's Not Fair"

Canadian courts have often been swayed by arguments of fairness from plaintiff employees regarding the interpretation of their employment contracts in an employment dispute. There has been a general judicial recognition of the…more

Appeals, Canada, Contract Interpretation, Employment Contract, Fairness Standard

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Changes to Canada's Integrity Regime for Public Procurement Create Onerous New Reporting Requirement

On April 4, 2016, Public Works and Government Services Canada (Public Works), the procurement arm of the Canadian federal government, announced amendments to rules, known as the Integrity Regime, governing the eligibility of…more

Amended Regulation, Canada, Canadian Integrity Regime, Corporate Counsel, Federal Contractors

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Canada's Supreme Court Opens the Door to Indirect Purchaser Class Actions

On October 31, 2013, the Supreme Court of Canada released three decisions which many commentators had predicted would be the most critical antitrust class action decisions in recent memory. The Supreme Court did not disappoint…more

Canada, Class Action, Class Certification, Competition, Indirect Purchasers

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Alberta Securities Commission Applies to SCC for Leave to Appeal Insider Trading Decision in Walton

The Alberta Securities Commission (ASC) has applied to the Supreme Court of Canada for leave to appeal the August 2014 decision of the Alberta Court of Appeal (Court) in Walton v Alberta (Securities Commission), 2014 ABCA 723 –…more

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New Concerns for Bondholders, Lenders and Other Creditors Following SCC’s Indalex Decision

On February 1, 2013, the Supreme Court of Canada (SCC) released its much-awaited decision in the Indalex case. While the central issue in Indalex was the priority of wind-up deficiencies in defined benefit pension plans versus…more

Bonds, CCAA, Constructive Trusts, Creditors, Debtors

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BC Takes Action to Protect Real Estate Sellers

On May 10, 2016, BC Finance Minister Michael de Jong announced amendments to the Real Estate Services Regulation regarding the imposition of additional obligations on licensees (persons described in s 2 of the Real Estate…more

Canada, Consumer Financial Contracts, Mortgage Lenders, Predatory Lending

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Shepherding in a New Era in Section 11(b) Rights

In R v Jones and Schmidt, 2016 ONSC 7388, a November decision of the Ontario Superior Court of Justice, the court found that unreasonable delays in bringing the case to trial were mostly attributable to the prosecution and, as…more

Agricultural Sector, Canada, Food Safety, Livestock Protocol

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Business and Human Rights in Foreign Operations: The Stakes Just Got Bigger

Canadian courts took another step in further opening the country’s courts to civil claims by foreign victims of alleged human rights abuses against Canadian corporations for acts committed abroad. In a January 26, 2017, decision…more

Canada, Corporate Liability, Corporate Social Responsibility, Criminal Prosecution, Extradition

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Cybersecurity: 2017 Report & 2016 Reflections - What Businesses and Boards Need to Know

In 2016, cybersecurity continued to grow as a primary business risk for companies worldwide. Data breaches continued to escalate both in number and magnitude and the landscape of legal and regulatory liability evolved and…more

Ashley Madison, Bitcoin, Breach Notification Rule, Canada, Class Action

See All Updates »

Ontario Takes Action on Pension Funding Reform

In November of last year, as part of its 2015 Economic Outlook and Fiscal Review, the Ontario government announced its plans to review the current solvency funding rules for defined benefit (DB) pension plans. The expedited…more

Benefit Plan Sponsors, Canada, Consultation, Defined Benefit Plans, Funding

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October 1st Changes to Alberta’s OHS Regulation: Mining, Blasting and Hazardous Work Conditions

On October 1, 2013, amendments to Alberta’s Occupational Health and Safety Regulation (Regulation) come into force. In this post, we bring you the highlights. …more

Canada, Mining, OHSA, Workplace Hazards

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Public Works and Government Services Canada Integrity Clauses

This information circular provides an overview of the integrity provisions recently implemented by Public Works and Government Services Canada (“Public Works”), as they apply to real estate transactions across Canada (“Integrity…more

Canada, Contractors, Public Works, Real Estate Market

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Alberta's Metis Consultation Policy

Although formally approved by Cabinet in the fall of 2015, The Government of Alberta's Policy on Consultation with Metis Settlements on Land and Natural Resource Management (the Metis Settlements Consultation Policy) came into…more

Aboriginal Issues, Canada, First Nations, Tribal Lands

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Cyber-Security and the Rise of the Vigilante Hacker - Can illegally obtained data be used in a civil proceeding?

In the world of cyber hacks and leaks, there are two general categories of players: the fraudsters who steal data in order to obtain a profit, and the “hacktivists” who expose data, purportedly for the greater good…more

Admissible Evidence, Ashley Madison, Canada, Class Action, Corporate Counsel

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Cooperative Capital Markets System Publishes Revised Draft Legislation and Draft Regulations

On August 25, 2015, the participating jurisdictions of the proposed Cooperative Capital Markets System (the Cooperative System) published for comment a revised consultation draft of the uniform provincial/territorial Capital…more

Canada, Capital Markets, Comment Period, Consultation, Market Participants

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Important Restrictions Placed on use of CBCA for Debt Restructurings

In a recent unreported decision denying approval of a plan of arrangement under the Canada Business Corporations Act (CBCA) proposed by Connacher Oil and Gas Limited, Justice C.M. Jones of the Alberta Court of Queen's Bench…more

Canada, CBCA, Commercial Bankruptcy, Debt Restructuring

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New U.S. Transparency Reporting Requirements for Extractive Sector

On July 27, 2016, the U.S. Securities and Exchange Commission (SEC) adopted revised rules requiring resource extraction issuers to disclose payments made to governments for the commercial development of oil, natural gas, or…more

Canada, Disclosure Requirements, Extractive Industry Transparency Rule, Foreign Jurisdictions, Resource Extraction

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The Upstream Oilfield Services Industry in Western Canada - A Backgrounder

Described by The Economist as “the unsung masters of the oil industry,” oilfield services are an integral and indispensable part of the oil and natural gas industry in Western Canada. Oilfield services companies are involved in…more

Canada, Energy Exploration, Energy Sector, Midstream Contracts, Natural Gas

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Litigious Corporate Plaintiffs Take Note: Large Security for Costs Award for Multiple Defendants

In a hefty security for costs award in favour of multiple defendants, the Alberta Court of Queen’s Bench recently held that the Court may consider the global effect of the costs of multiple proceedings by a single corporate…more

Canada, Litigation Fees & Costs

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The National Energy Board’s New System of Administrative Monetary Penalties

On February 16, 2013, draft Administrative Monetary Penalties Regulations (AMP Regulations) were published in the Canada Gazette, Part I, setting out necessary details for a new enforcement tool in the form of administrative…more

Enforcement Actions, National Energy Board, New Regulations, Penalties, Public Comment

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Cybersecurity: 2017 Report & 2016 Reflections - What Businesses and Boards Need to Know

In 2016, cybersecurity continued to grow as a primary business risk for companies worldwide. Data breaches continued to escalate both in number and magnitude and the landscape of legal and regulatory liability evolved and…more

Ashley Madison, Bitcoin, Breach Notification Rule, Canada, Class Action

See All Updates »

Give and Take: Canadian Securities Regulators Ease Disclosure Burdens on Venture Issuers but Enhance Audit Committee Member Requirements

On April 9, 2015, the Canadian Securities Administrators announced amendments to the continuous disclosure and governance obligations of venture issuers in three national instruments: National Instruments 51-102 Continuous…more

Amended Regulation, Canada, Canadian Securities Administration

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Report a Canadian Tax Evader and Make Money?

Yes, it's possible. Canada has had a tax whistleblower program for four years, the Offshore Tax Informant Program (OTIP). The OTIP pays individuals who qualify for the program and provide information to the Canada Revenue Agency…more

Canada, Offshore Tax Informant Program (OTIP), Tax Avoidance, Tax Evasion, Whistleblower Awards

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The CSA Announces Proposed Amendments to the Take-Over Bid Regime

On March 31, 2015, the Canadian Securities Administrators (CSA) announced the publication of proposed amendments to the Canadian take-over bid rules…more

Canada, Canadian Securities Administration, Hostile Takeover, Proposed Amendments, Target Company

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Taseko Mines Defeats Raging River in Proxy Contest: Important Lessons for Boards Facing a Dissident Attack

After a lengthy, acrimonious and costly proxy contest to remove three directors of Taseko Mines Limited (“Taseko”) and elect its own nominees, in early May, 2016, activist investor Raging River Capital LP (“Raging River”)…more

Board of Directors, Canada, Corporate Governance, Proxy Contests, Shareholder Activism

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Court Considers Unreasonably Withholding Consent under CAPL Operating Procedure in Precedent-Setting Decision

In IFP Technologies (Canada) v Encana Midstream and Marketing, 2014 ABQB 470, the Court clarified for the first time the circumstances in which a party that waives its right of first refusal under Article 24 of the 1990 CAPL…more

Canada, Oil & Gas, Right of FIrst Refusal

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The Upstream Oilfield Services Industry in Western Canada - A Backgrounder

Described by The Economist as “the unsung masters of the oil industry,” oilfield services are an integral and indispensable part of the oil and natural gas industry in Western Canada. Oilfield services companies are involved in…more

Canada, Energy Exploration, Energy Sector, Midstream Contracts, Natural Gas

See All Updates »

New U.S. Transparency Reporting Requirements for Extractive Sector

On July 27, 2016, the U.S. Securities and Exchange Commission (SEC) adopted revised rules requiring resource extraction issuers to disclose payments made to governments for the commercial development of oil, natural gas, or…more

Canada, Disclosure Requirements, Extractive Industry Transparency Rule, Foreign Jurisdictions, Resource Extraction

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A Deceased Can't Always Will What They Want

There is a common misconception that the testator is free to leave their estate to anyone they choose. While this is largely true, certain family members who were left out or feel they were inadequately provided for under a will…more

Beneficiaries, Canada, Estate Planning

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Private Placement as Defensive Tactic Considered in Context of New Takeover Bid Rules

On October 24, 2016, the British Columbia Securities Commission and the Ontario Securities Commission (together, the Commissions) released their much anticipated reasons for their July 22, 2016, order, In the matter of Hecla…more

British Columbia Securities Commission, Canada, Dolly Varden Silver, Mining, Ontario Securities Commission (OSC)

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Any Amendment Must be in Writing, Signed by the Parties - Sometimes Contracts Quite Literally Do Not Mean What They Say

The English Court of Appeal recently held that an express clause in a contract requiring that any amendment be in writing and signed by the parties does not preclude oral or unsigned amendments to the contract. In holding that…more

Breach of Contract, Canada, Contract Amendments, Contract Drafting, Contract Terms

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The Lease of Your Worries: Preserving the Priority of a Lessor’s Interest in an Asset

Unless a long-term lease of an asset is registered in the Personal Property Registry (PPR), the leasing arrangement may fail to protect the priority of the lessor’s ownership interest. The Alberta Court of Appeal in Fast Labour…more

Canada, Commercial Leases, Equipment Lease, Perfected Security Interest, Personal Property

See All Updates »

Canadian Securities Administrators Adopt National Policy 25-201 Guidance for Proxy Advisory Firms

On April 30, 2015, the Canadian Securities Administrators (CSA) adopted National Policy 25-201 Guidance for Proxy Advisory Firms. The Policy may be viewed on the websites of CSA members, including the Alberta Securities…more

Canada, Canadian Securities Administration, Final Guidance, Ontario Securities Commission (OSC), Proxy Advisors

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Marquee Energy Appeal Reaffirms Plans of Arrangement Law in Canada

In a decision released on November 15, 2016, the Alberta Court of Appeal allowed the appeal of Marquee Energy Ltd. (Marquee) from a prior decision of the Court of Queen's Bench of Alberta which had required, as a condition to…more

Appeals, Business Corporation Act, Canada, Oil & Gas, Plan of Arrangement

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2017 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines

Institutional Shareholder Services (ISS) and Glass, Lewis & Co (Glass Lewis) have both released their updates to their respective Canadian proxy voting guidelines for the upcoming 2017 proxy season. The ISS updates apply to…more

Audits, Board of Directors, Canada, Corporate Governance, Director Compensation

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TSX Proposes Mandated Website and Updated Equity Compensation Plan Disclosure Requirements

The Toronto Stock Exchange (TSX) has published for comment proposed amendments to the TSX Company Manual (Manual). If adopted, the amendments would, among other things, introduce mandated website disclosure for all TSX listed…more

Canada, Compensation Agreements, Disclosure Requirements, Financial Markets, Securities Regulation

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New LCIA Arbitration Rules Come into Effect on October 1, 2014

International arbitration is often selected over traditional litigation for resolving commercial disputes, as it is typically perceived that arbitrations can be undertaken more efficiently and swiftly than litigation. In recent…more

Arbitration, International Arbitration, LCIA

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Unanticipated Site Conditions – Beware the Danger Below - Brad Gould Trucking & Excavating Ltd v Bird Construction Co, 2015 NBCA 47

The recent New Brunswick Court of Appeal decision in Brad Gould Trucking & Excavating Ltd v Bird Construction Co, 2015 NBCA 47 [Brad Gould], serves as a warning to contractors that a failure to understand the contractual…more

Canada, Construction Contracts, Construction Industry, General Contractors, Risk Management

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CFPOA Bribery Fine of $10.3 million Imposed on Canadian Company

Griffiths Energy International Inc. (GEI) pleaded guilty on January 22, 2013, to one charge of bribing a foreign official contrary to the Canadian Corruption of Foreign Public Officials Act (CFPOA). This is the third conviction…more

Anti-Corruption, Bribery, CFPOA, Due Diligence, Foreign Official

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Government of Canada Approves Pacific NorthWest LNG Project

On September 27, 2016, the Government of Canada approved the Pacific NorthWest LNG natural gas liquefaction and export facility, sending a strong signal that it is committed to growing Canada's role as a global energy supplier…more

Canada, Energy Projects, Energy Sector, Exports, Joint Venture

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New Canadian Resource Revenue Transparency Rules Released

On October 23, 2014, the Government of Canada introduced its Extractive Sector Transparency Measures Act (the Bill), which will impose mandatory reporting requirements for each entity engaged in the "commercial development of…more

Canada, Energy, Natural Resources, Oil & Gas, Transparency

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Bennett Jones Fall 2016 Economic Outlook

This Fall Outlook has four sections. The first section describes the main aspects of the "new normal" of low growth that has prevailed for advanced economies in the last six years of economic recovery. The second section…more

Commodities, Economic Development, GDP, Global Market, Manufacturers

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Shepherding in a New Era in Section 11(b) Rights

In R v Jones and Schmidt, 2016 ONSC 7388, a November decision of the Ontario Superior Court of Justice, the court found that unreasonable delays in bringing the case to trial were mostly attributable to the prosecution and, as…more

Agricultural Sector, Canada, Food Safety, Livestock Protocol

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Federal Trade Commission Delivers Cross-Device Tracking Report Recommendations

The U.S. Federal Trade Commission’s (FTC) office recently published the Cross-Device Tracking: An FTC Staff Report. It provides an interesting look behind the curtains of the current operations in cross-device data tracking and…more

Cross-Device, Data Collection, FTC, Security and Privacy Controls, Tracking Systems

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Alberta's Metis Consultation Policy

Although formally approved by Cabinet in the fall of 2015, The Government of Alberta's Policy on Consultation with Metis Settlements on Land and Natural Resource Management (the Metis Settlements Consultation Policy) came into…more

Aboriginal Issues, Canada, First Nations, Tribal Lands

See All Updates »

Election Act 101 for Apartment and Condominium Owners and Managers

Alberta’s provincial election is fast approaching and that can only mean two things: bright-eyed candidates door-knocking across the province, and an increasing number of calls to our office from landlords and property managers…more

Canada, Multi-Family Development, Political Campaigns, Property Managers

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GST/HST Joint-Venture Elections and Nominee Corporations

Joint-ventures (JVs) with nominee corporations or bare trustees that have been elected to account for the GST/HST of the JV should be aware of the period of CRA administrative tolerance expiring on January 1, 2015. This…more

Canada, Joint Venture, Real Estate Development

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Supreme Court Clarifies Limits on Tribunal Participation in Reviews of Its Own Decisions

In an increasingly regulated world, governments have established a litany of administrative tribunals to oversee and administer complex regulatory schemes. Often, applying their specialized expertise, such tribunals adjudicate…more

Administrative Review Board, Appeals, Bootstrapping, Canada, Energy Policy

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Reliance on the Employment Contract–AKA "But It's Not Fair"

Canadian courts have often been swayed by arguments of fairness from plaintiff employees regarding the interpretation of their employment contracts in an employment dispute. There has been a general judicial recognition of the…more

Appeals, Canada, Contract Interpretation, Employment Contract, Fairness Standard

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Newco Tank – Cautionary Note on Over-reliance on Headings by Patent Drafters

The Federal Court of Appeal upheld the dismissal of an appeal from a Re-examination Board which had considered Canadian Patent 2,421,384 and had determined that claims 12-14 were cancelled because they were obvious in light of…more

Canada, Obviousness, Patents

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New Capital-Raising Initiatives for Alberta-based Start-up Businesses

On July 26, 2016, the Alberta Securities Commission (ASC) adopted a start-up business exemption (ASC Rule 45-517 Prospectus Exemption for Start-up Businesses), which is designed to be a simpler and less costly capital raising…more

Alberta Securities Commission, Canada, Capital Raising, Crowdfunding, Exemptions

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A Wise Decision: Recent Lessons on Evidence in Class Actions

Wise v Abbott Laboratories, Limited, 2016 ONSC 7275 was a recent pre-certification summary judgment decision, which was released after the Divisional Court's decision this past summer in Dine v Biomet Inc, 2016 ONSC 4029. Both…more

Abbott Laboratories, Class Action, Commonality, Expert Testimony, Pharmaceutical Industry

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Important Restrictions Placed on use of CBCA for Debt Restructurings

In a recent unreported decision denying approval of a plan of arrangement under the Canada Business Corporations Act (CBCA) proposed by Connacher Oil and Gas Limited, Justice C.M. Jones of the Alberta Court of Queen's Bench…more

Canada, CBCA, Commercial Bankruptcy, Debt Restructuring

See All Updates »

Important Restrictions Placed on use of CBCA for Debt Restructurings

In a recent unreported decision denying approval of a plan of arrangement under the Canada Business Corporations Act (CBCA) proposed by Connacher Oil and Gas Limited, Justice C.M. Jones of the Alberta Court of Queen's Bench…more

Canada, CBCA, Commercial Bankruptcy, Debt Restructuring

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Contact

4500 Bankers Hall East
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Contact: Michael Hrytsak, Director, Marketing and Communications

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Areas of Practice
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Number of Attorneys

100+ Attorneys

This profile may constitute attorney advertising. Prior results do not guarantee a similar outcome. Any correspondence with this profile holder does not constitute a client/attorney relationship. Neither the content on this profile nor transmissions between you and the profile holder through this profile are intended to provide legal or other advice or to create an attorney-client relationship.

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