Bennett Jones LLP

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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The Internet of Things and Canadian Copyright Law

Many of you have read about the dispute over copyright ownership of the monkey-selfie, where a primate took a digital photo that went viral and for which the owner of the camera tried to claim ownership. Ultimately the U.S…more

Canada, Copyright, Copyright Infringement, Internet of Things, Popular

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How Rude! Incivility and the Groia Appeal

That loud whirring you heard earlier this week? It was the sound of Ontario’s 50,000 (or so) lawyers collectively printing the 169-page, 445-paragraph decision in Groia v The Law Society of Upper Canada. The case has been…more

Canada, Disciplinary Proceedings, Ontario Securities Act, Professional Misconduct, Sanctions

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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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TSX Expands Exemptions Available to Interlisted Issuers

On September 10, 2015, the Toronto Stock Exchange (TSX) published a Notice of Amendments to the TSX's Company Manual. The Amendments modify, expand and formalize certain exemptions available to issuers listed on the TSX which…more

Canada, Corporate Governance, Exemptions, New Amendments, Toronto Stock Exchange

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Dazed and Confused: A Look at Medical Marijuana and Ontario Schools

As the Canadian medical marijuana industry continues to expand and evolve at a rapid pace, unintended gaps have begun to appear across a wide spectrum of legislation. One such gap currently exists in the Ontario school system…more

Canada, Code of Conduct, Medical Marijuana, Public School Boards, Public Schools

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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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The Legal Perspective on Technical Documents in the Construction Industry

A lawyer adds value to a project by applying his or her unique knowledge of legal principles and industry experience to the particular circumstances of a client’s business. In the construction industry, the substance of…more

Construction Contracts, Contract Drafting, Contractors, General Contractors, Scope of Work

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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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New Good-Faith Duty of Honesty in Contractual Performance Recognized by Supreme Court of Canada

In a precedent setting case, the Supreme Court of Canada has: (1) recognized good faith as a "general organizing principle" of Canadian contract law; and (2) recognized a new duty of "honest performance", which requires parties…more

Canada, Contract Formation, Good Faith, SCC

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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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Significant Amendments Made to Bermuda’s Partnership Legislation

Bermuda is widely perceived as a blue chip offshore financial centre (not just in insurance and mutual funds) and continues to introduce new or amend existing legislation to attract more investors to use the…more

Bermuda, Business Formation, Corporate Conversions, Financial Institutions, Investment Funds

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Ontario Releases Official Climate Change Action Plan

The Ontario government has officially released Ontario’s Five Year Climate Change Action Plan 2016-2020. The proposed Climate Change Action Plan was leaked three weeks ago and the officially released version is…more

Canada, Cap-and-Trade, Climate Action Plan, Greenhouse Gas Emissions

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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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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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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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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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Is This the End for Global Classes? Foreign Class Claimants and the Real and Substantial Connection Test

On August 26, 2015, Justice Leitch held that the Ontario court does not have jurisdiction over foreign class members in Airia Brands Inc v Air Canada. Counsel on both sides of the class action bar should take note. For…more

Air Canada, Airlines, Class Action, Class Certification, Foreign Jurisdictions

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Inappropriate E-mail Use by Employees Can Constitute Cause for Dismissal

Increased usage and reliance on the Internet creates new challenges for both employees and an employer’s human resources department. In certain circumstances, employees can be fired for engaging in inappropriate Internet use at…more

Email, Hiring & Firing, Internet, Investigations, Just Cause

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Alberta Court of Appeal Considers the Duty to Accommodate Probationary Employees

In reasons released on May 6, 2014, the Alberta Court of Appeal dismissed an appeal by the Telecommunications Workers Union in respect of an unsuccessful judicial review application to question a labour arbitrator award. The…more

Arbitration Awards, Canada, Disability, Hiring & Firing, Judicial Review

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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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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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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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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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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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Deceptive Marketing Class Actions: Trump University

The most talked about class action in Canada of late is not a Canadian class action at all, but rather one commenced in a U.S. District Court in the Southern District of California. Low v. Trump University, already certified and…more

Canada, Class Action, Class Certification, Commonality, Damages

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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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B.C. Court of Appeal Overturns Restrictive Public Disclosure Standards for Development Projects

The City of Vancouver and Brenhill Developments Ltd. successfully appealed the January 27, 2014, decision of the BC Supreme Court (BCSC) in Community Association of New Yaletown v Vancouver (City), 2015 BCSC 117. The appeal…more

Affordable Housing, Appeals, British Columbia Supreme Court, Canada, Construction Contracts

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BC Supreme Court to Consider Cumulative Impacts of Resource Development on Treaty Rights

On March 3, 2015, Blueberry River First Nation (“BRFN”) sued the Province of BC seeking to break new ground by considering the cumulative impacts of resource development on BRFN’s traditional territory and treaty rights. Members…more

Canada, Energy Projects, Supreme Court of Canada, Treaties, Tribal Lands

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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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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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Final Disclosure Rules Regarding Women on Boards and in Senior Management

TSX-listed companies will almost certainly need to include disclosure in their information circulars or annual information forms on the representation of women on their boards and in senior management for the 2015 proxy season…more

Board of Directors, Canada, Disclosure Requirements, Diversity, Proxy Statements

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Alberta Renewable Electricity Program Begins with AESO Consultation

On March 3, 2016, the Alberta Electric System Operator (AESO) requested input from the developer and investor community on the proposed Alberta Renewable Electricity Program…more

Canada, Comment Period, Energy Sector, Renewable Energy

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Recent Case Offers Insight Into the Protection of Security Interests

The failure to perfect a security interest could result in losing property rights altogether despite being the unqualified owner of the property. A very recent example of this is the case of Wells Fargo Foothill Canada ULC v Big…more

Canada, Court-Appointed Receivers, Creditors, Equipment Lease, Heavy Equipment

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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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Is This the End for Global Classes? Foreign Class Claimants and the Real and Substantial Connection Test

On August 26, 2015, Justice Leitch held that the Ontario court does not have jurisdiction over foreign class members in Airia Brands Inc v Air Canada. Counsel on both sides of the class action bar should take note. For…more

Air Canada, Airlines, Class Action, Class Certification, Foreign Jurisdictions

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Towards the Creation of IT Security Standards for the Alberta Oil and Gas Industry

In its first public report of 2016, the Office of the Auditor General of Alberta reviewed, among other things, IT security for industrial control systems used in Alberta’s oil and gas industries (Report of the Auditor General of…more

Audits, Canada, Cybersecurity, Data Security, Oil & Gas

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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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“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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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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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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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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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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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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Discovery Obligations – Identification

This is the second blog in our series regarding the obligations to preserve, identify and collect all relevant and material records in litigation or during an investigation. Earlier this year we wrote about the importance of…more

Canada, Data Management, Data Retention, Discovery, Electronically Stored Information

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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, White Paper

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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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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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Ontario Employers Must Comply with New Poster Requirements

The Ontario Ministry of Labour recently released version 6.0 of the Employment Standards Poster, which outlines employees’ minimum rights and employers’ minimum obligations. With the release of this new poster, almost every…more

Canada, Ministry of Labour, Posting Requirements, Wage and Hour

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Northern Gateway: British Columbia must Issue its Own Approval and Consult with First Nations

In Coastal First Nations v British Columbia (Environment), 2016 BCSC 34, the Court decided British Columbia must issue its own environmental decision and consult First Nations on the Northern Gateway Project (NGP), instead of…more

Canada, Environmental Assessments, First Nations, National Energy Board, Pipelines

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Is This the End for Global Classes? Foreign Class Claimants and the Real and Substantial Connection Test

On August 26, 2015, Justice Leitch held that the Ontario court does not have jurisdiction over foreign class members in Airia Brands Inc v Air Canada. Counsel on both sides of the class action bar should take note. For…more

Air Canada, Airlines, Class Action, Class Certification, Foreign Jurisdictions

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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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SCC to Consider Use of Criminal Wiretaps in Class Actions

On June 2012, the Supreme Court of Canada announced that it would hear appeals in two matters from Quebec (Imperial Oil v Simon Jacques and Couche-Tard Inc v Simon Jacques) that may determine whether and to what extent wire tap…more

Canada, Class Action, Price-Fixing, Wiretapping

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Brown v. Canada Clarifies Obligations of Patent Applicants

Bennett Jones successfully represented the Intellectual Property Institute of Canada (IPIC), Canada’s preeminent association of intellectual property professionals, as an intervener before the Federal Court of Appeal in Brown v…more

Appeals, Canada, Disclosure Requirements, Patent Applications, Public Officials

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Bennett Jones Spring 2016 Economic Outlook

This Spring Outlook has three sections. The first section sets out our view of the economic outlook commencing with a very short summary of recent world economy dynamics, followed by a review of the outlook for global growth and…more

Canada, China, Economic Development, EU, Exchange Rates

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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 Spring 2016 Economic Outlook

This Spring Outlook has three sections. The first section sets out our view of the economic outlook commencing with a very short summary of recent world economy dynamics, followed by a review of the outlook for global growth and…more

Canada, China, Economic Development, EU, Exchange Rates

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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, White Paper

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TSX Adopts Extension Amendments Regarding Security-Based Compensation Arrangements and Backdoor Listings

The Toronto Stock Exchange has adopted amendments to the TSX Company Manual, which: - allow listed issuers to adopt security-based compensation arrangements for employees of a target company in the context of an…more

Acquisitions, Canada, Compensation Agreements, TSX Venture Exchange

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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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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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Deceptive Marketing Class Actions: Trump University

The most talked about class action in Canada of late is not a Canadian class action at all, but rather one commenced in a U.S. District Court in the Southern District of California. Low v. Trump University, already certified and…more

Canada, Class Action, Class Certification, Commonality, Damages

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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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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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Simplified Rights Offering Rules Announced By Canadian Securities Administrators

The Canadian Securities Administrators (CSA) have announced that a revised rights offering regime for reporting issuers will come into force on December 8, 2015 (the New Rules). The New Rules will benefit reporting issuers…more

Canada, Canadian Securities Administration, Capital Formation, Offerings, Proposed Regulation

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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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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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Securities Regulators in British Columbia, New Brunswick and Saskatchewan Propose Prospectus Exemption for Certain Distributions through an Investment Dealer

On April 16, 2015, the securities regulatory authorities in British Columbia, New Brunswick and Saskatchewan (the Participating Jurisdictions) published Multilateral CSA Notice 45-315 Proposed Prospectus Exemption for Certain…more

Canada, Canadian Securities Administration, Exemptions, Investment Adviser, 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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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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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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Alberta's NDP Government and Potential Labour and Employment Policy Changes

On May 5, 2015, Rachel Notley and her New Democratic Party (NDP) were elected to a majority provincial government in Alberta. This is the first change of the governing political party since the 1971 election. Changes to policy…more

Canada, Election Results, Legislative Agendas, Political Parties

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Bulletin 2016-16: Alberta Energy Regulator Releases New Requirements in Wake of Redwater Decision

Industry and the public may face significantly higher costs as a result of the much anticipated decision of the Alberta Court of Queen’s Bench in Redwater Energy Corporation (Re), 2016 ABQB 278, issued on May 19, 2016. The Court…more

Canada, Insolvency, Oil & Gas, Sale of Assets, Secured Creditors

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Towards the Creation of IT Security Standards for the Alberta Oil and Gas Industry

In its first public report of 2016, the Office of the Auditor General of Alberta reviewed, among other things, IT security for industrial control systems used in Alberta’s oil and gas industries (Report of the Auditor General of…more

Audits, Canada, Cybersecurity, Data Security, Oil & Gas

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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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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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Discovery Obligations – Identification

This is the second blog in our series regarding the obligations to preserve, identify and collect all relevant and material records in litigation or during an investigation. Earlier this year we wrote about the importance of…more

Canada, Data Management, Data Retention, Discovery, Electronically Stored Information

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Bulletin 2016-16: Alberta Energy Regulator Releases New Requirements in Wake of Redwater Decision

Industry and the public may face significantly higher costs as a result of the much anticipated decision of the Alberta Court of Queen’s Bench in Redwater Energy Corporation (Re), 2016 ABQB 278, issued on May 19, 2016. The Court…more

Canada, Insolvency, Oil & Gas, Sale of Assets, Secured Creditors

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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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Not on the Rink in My Backyard - Ontario Court Rejects Bid to Enforce Ecuadorian Judgment Against Chevron Corp.

It is well-known that for 20 years Chevron Corp. has been engaged in litigation with residents of the Lago Agrio region of Ecuador over alleged environmental and health damage arising out of oil exploration activities by…more

Canada, Chevron, Enforcement, Foreign Jurisdictions, Multinationals

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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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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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Survival Periods Versus Limitation Periods: Which Prevails? NOV Enerflow ULC v Enerflow Industries Inc.

The recent Court of Queen's Bench of Alberta decision in NOV Enerflow ULC v Enerflow Industries Inc. (the NOV Decision) considered survival periods of representations and warranties in commercial contracts and the interplay of…more

Breach of Contract, Canada, Limitations Act, Representations and Warranties, Survival Clauses

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How the Madrid Protocol, Singapore Treaty and Nice Agreement Will Affect Trademark Owners

On January 27, 2014, a number of international intellectual property related treaties were tabled by the Canadian government. This is the first procedural step towards ratification and implementation. Once implemented, these…more

Canada, Patent Litigation, Trademark Litigation, Trademarks

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A Reminder That Modern Large Partnerships are Still Partnerships

Large law and accounting firms ostensibly bear little resemblance to traditional, small-scale partnerships. Nevertheless, in the recent Ontario Superior Court decision in Tim Ludwig PC v BDO Canada LLP, 2016 ONSC 2225, a…more

Canada, Fiduciary Duty, Limited Liability Partnerships, Partnership Agreements, Partnerships

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Ministry of Finance Ready to Party like it’s 1989: Retroactive Changes to Ontario Provincial Land Transfer Tax

On February 18, 2016, the Ministry of Finance filed a new regulation under the Land Transfer Tax Act which purports to be retroactive to July 19, 1989 (O. Reg. 35/16)…more

Canada, GAAR, Ministry of Finance, Partnerships, Real Estate Transfers

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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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Alberta Securities Commission and Nunavut Securities Office Publish Proposed Start-up Business Exemption

The Alberta Securities Commission (ASC) and Nunavut Securities Office recently published for comment proposed Multilateral Instrument 45-109 Prospectus Exemption for Start-Up Businesses (the Proposed Exemption). The Proposed…more

Alberta Securities Commission, Canada, Crowdfunding, Exemptions, Prospectus

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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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There is a Border in Cross-Border Proceedings - NASDAQ Purchasers Excluded from Ontario Class in IMAX

Those who have been following the progress of the securities class action saga of Silver v. IMAX will be interested to note that another decision in the long-running case has been released. On March 19, Justice van Rensburg of…more

Canada, Class Action, Class Certification, Cross-Border, Nasdaq

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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 Spring 2016 Economic Outlook

This Spring Outlook has three sections. The first section sets out our view of the economic outlook commencing with a very short summary of recent world economy dynamics, followed by a review of the outlook for global growth and…more

Canada, China, Economic Development, EU, Exchange Rates

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Will the Supreme Court Rein in Evasive Defendants? Equustek v Google Inc

The persistence of a small technology company in British Columbia may expand the options available in Canadian courts to enforce intellectual property rights…more

Canada, Google, Judicial Remedies, Patent Infringement, Popular

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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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Superior Court of Justice Makes Unilateral Amendment to Plan of Distribution in Class Action Settlement Zaniewicz v Zungui Haixi Corporation

On August 27, 2013, Justice Perell of the Ontario Superior Court of Justice released a decision in Zaniewicz v Zungui Haixi Corporation approving a class action settlement, but which varied the proposed plan of distribution…more

Canada, Class Action, Distribution Rules, Settlement

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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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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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Survival Periods Versus Limitation Periods: Which Prevails? NOV Enerflow ULC v Enerflow Industries Inc.

The recent Court of Queen's Bench of Alberta decision in NOV Enerflow ULC v Enerflow Industries Inc. (the NOV Decision) considered survival periods of representations and warranties in commercial contracts and the interplay of…more

Breach of Contract, Canada, Limitations Act, Representations and Warranties, Survival Clauses

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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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Ontario Court Certifies Class Action Relating to Allegedly Faulty Hip Implants

In a decision released on August 27, 2013, Justice Belobaba of the Ontario Superior Court of Justice certified a class action against DePuy Orthopaedics Inc. on behalf of persons who were surgically implanted with any one of two…more

Class Action, Design Defects, Failure To Warn, Manufacturing Defects, Medical Devices

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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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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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ISS and Glass Lewis Announce 2016 Canadian Proxy Voting Guideline Updates

Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis) have both released updates to their respective Canadian proxy voting guidelines for the upcoming 2016 proxy season. The ISS updates will apply to…more

Canada, Corporate Governance, Glass Lewis, ISS, Proxy Season

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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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Northern Gateway: British Columbia must Issue its Own Approval and Consult with First Nations

In Coastal First Nations v British Columbia (Environment), 2016 BCSC 34, the Court decided British Columbia must issue its own environmental decision and consult First Nations on the Northern Gateway Project (NGP), instead of…more

Canada, Environmental Assessments, First Nations, National Energy Board, Pipelines

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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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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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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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Dazed and Confused: A Look at Medical Marijuana and Ontario Schools

As the Canadian medical marijuana industry continues to expand and evolve at a rapid pace, unintended gaps have begun to appear across a wide spectrum of legislation. One such gap currently exists in the Ontario school system…more

Canada, Code of Conduct, Medical Marijuana, Public School Boards, Public Schools

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Saying You’re Right Isn’t Enough: Default Notices and Freehold Leases

Most freehold oil and gas leases in Canada require the lessor to provide the lessee with notice of an alleged default. The lessee then has a certain amount of time to remedy the default or commence proceedings for a judicial…more

Canada, Default, Leases, Notice Requirements

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Call Centers Feel the Sting of Enforcement Action Under the National Do Not Call List

No one likes unsolicited telephone calls. In response to the nuisance of such calls the Government has set up a National Do No Call list and a regulatory regime managed by the Canadian Radio-television and Telecommunications…more

Call Centers, Canada, CRTC, Do Not Call List, Enforcement Actions

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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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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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Internal Investigations and Privilege: A Redux

An internal investigation into a workplace accident was privileged, and thus protected from disclosure, the Alberta Court of Queen’s Bench recently held in Alberta v Suncor Energy Inc, 2016 ABQB 264 [Suncor]. The Court found…more

Attorney-Client Privilege, Canada, Confidential Information, Internal Investigations, OHSA

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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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Québec’s New Code of Civil Procedure – An Obstacle to National Class Actions?

General counsel and the class action bar should take note that a new provision in Québec’s new Code of Civil Procedure (NCCP), which comes into force on January 1, 2016, may create an obstacle for streamlining—and ultimately…more

Canada, Class Action, Corporate Counsel, Multi-Jurisdictional Litigation, Rules of Civil Procedure

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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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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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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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Five Things to Know Before Flying a Drone Over Real Estate or Construction Sites

In a wide range of industries across North America, drones and drone technology are being embraced for commercial purposes. The Federal Aviation Administration in the United States estimates that monitor construction crews and…more

Canada, Commercial Use, Construction Industry, Drones, Federal Aviation Administration (FAA)

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Avoiding Self-Incrimination in Canada: The Overlap of Criminal and Civil Proceedings Has a New Frontier

It is increasingly common for counsel to find themselves dealing with a civil action in which one party may be facing criminal or regulatory sanctions arising from the same events underlying the civil action. For example, a…more

Canadian Charter of Rights and Freedoms, Evidence, Self-Incrimination

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Dazed and Confused: A Look at Medical Marijuana and Ontario Schools

As the Canadian medical marijuana industry continues to expand and evolve at a rapid pace, unintended gaps have begun to appear across a wide spectrum of legislation. One such gap currently exists in the Ontario school system…more

Canada, Code of Conduct, Medical Marijuana, Public School Boards, Public Schools

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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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Will the Supreme Court Rein in Evasive Defendants? Equustek v Google Inc

The persistence of a small technology company in British Columbia may expand the options available in Canadian courts to enforce intellectual property rights…more

Canada, Google, Judicial Remedies, Patent Infringement, Popular

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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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Advancing Energy Efficiency Programs in Alberta

Recently, the Government of Alberta appointed the following panel members to the Energy Efficiency Advisory Panel: Dr. David Wheeler, Chair (President and Vice Chancellor, Cape Breton University), Michele Aasgard (Executive…more

Canada, Climate Change, Energy Efficiency, Energy Policy, Green Initiatives

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Alberta's NDP Government and Potential Labour and Employment Policy Changes

On May 5, 2015, Rachel Notley and her New Democratic Party (NDP) were elected to a majority provincial government in Alberta. This is the first change of the governing political party since the 1971 election. Changes to policy…more

Canada, Election Results, Legislative Agendas, Political Parties

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Reminder: Three New Statutory Leaves of Absence are Set to Take Effect in Ontario on October 29, 2014

On October 29, 2014, the following three new job-protected leaves of absence will come into effect under Ontario’s Employment Standards Act, 2000 (ESA)..…more

Canada, Employee Rights, Employer Liability Issues, Leave of Absence

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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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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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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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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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Those Hiring Private Investigators Must Be Aware of Privilege and Privacy Legislation

When a fraud is suspected, the litigator often turns to a private investigator to gather evidence about, and to use against, the fraudster. Retaining and instructing an investigator must be undertaken with extreme caution to…more

Litigation Privilege, Privacy Laws, Private Investigators, Work Product Privilege

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Canadian Securities Regulators Propose Significant Changes to the Rights Offering Regime

The Canadian Securities Administrators, or CSA, have published for comment proposed rule changes which would create a streamlined prospectus exemption for rights offerings conducted by reporting issuers other than investment…more

Canada, Offerings, Proposed Regulation, Regulatory Reform

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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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Preparing for the Unsolicited Bid

Market volatility, the recent decline in commodity prices, or in some circumstances a combination of these factors, has resulted in a significant decline in the trading prices of many Canadian public companies relative to…more

Canada, Capital Markets, Change of Control, Confidential Information, Corporate Governance

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Supreme Court Decision in Keewatin Confirms Provincial Ability to Take up Treaty Lands

On July 11, 2014, the Supreme Court of Canada delivered its decision in Grassy Narrows First Nation v Ontario (Natural Resources), 2014 SCC 48, also known as Keewatin. The decision affirms the Court’s approach in Tsilhqot’in…more

Aboriginal Issues, Canada, Takings, Treaties

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An Introduction to the Division of Pension Benefits on Marriage Breakdown in Ontario - Part I

The long-awaited reform of the family law provisions of the Ontario Pension Benefits Act (PBA) came into effect on January 1, 2012, and the passage of time has brought to light the challenges involving the new pension division…more

Canada, Pensions, Regulatory Standards, Spouses

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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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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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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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Alberta's Policy on Consultation with First Nations on Land and Natural Resource Management, 2013

On August 16, 2013, the Government of Alberta ("Alberta") released its Policy on Consultation with First Nations on Natural Resource Management, 2013 (the "Policy"). The Policy is the product of extensive consultation with First…more

Canada, Consultation, First Nations, Jurisdiction, Transparency

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Advancing Energy Efficiency Programs in Alberta

Recently, the Government of Alberta appointed the following panel members to the Energy Efficiency Advisory Panel: Dr. David Wheeler, Chair (President and Vice Chancellor, Cape Breton University), Michele Aasgard (Executive…more

Canada, Climate Change, Energy Efficiency, Energy Policy, Green Initiatives

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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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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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Advancing Energy Efficiency Programs in Alberta

Recently, the Government of Alberta appointed the following panel members to the Energy Efficiency Advisory Panel: Dr. David Wheeler, Chair (President and Vice Chancellor, Cape Breton University), Michele Aasgard (Executive…more

Canada, Climate Change, Energy Efficiency, Energy Policy, Green Initiatives

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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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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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Lessons from the Suncor-Canadian Oil Sands Shareholder Rights Plan Decision

On December 14, 2015, the Alberta Securities Commission (ASC) released its much anticipated decision (the Decision, Re Suncor Energy Inc., 2015 ABASC 984) concerning the 120-day shareholder rights plan adopted by Canadian Oil…more

Alberta Securities Commission, Canada, Energy Sector, Shareholder Rights, Takeover Bids

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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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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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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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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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Saskatchewan Prime Contractor Regulations Coming into Force January 1, 2015

On January 1, 2015, The Occupational Health and Safety (Prime Contractor) Regulations will come into force in Saskatchewan (the Prime Contractor Regulations). If you are doing business in Saskatchewan, you should consider…more

Canada, Construction Industry, Construction Site, General Contractors, OHSA

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The June 30th Enrollment Deadline for ESTMA Compliance is Looming

Natural Resources Canada (NRCan) is calling for those entities required to report under the Extractive Sector Transparency Measures Act (ESTMA) to enroll for an ESTMA identification number by submitting a Contact Form to NRCan…more

Annual Reports, Canada, Deadlines, Enrollment, Extractive Industry Transparency Rule

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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 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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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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Not on the Rink in My Backyard - Ontario Court Rejects Bid to Enforce Ecuadorian Judgment Against Chevron Corp.

It is well-known that for 20 years Chevron Corp. has been engaged in litigation with residents of the Lago Agrio region of Ecuador over alleged environmental and health damage arising out of oil exploration activities by…more

Canada, Chevron, Enforcement, Foreign Jurisdictions, Multinationals

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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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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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Does Your Alberta-related Deal Trigger Foreign Ownership of Land Regulations?

There is no doubt that the Agricultural and Recreational Land Ownership Act and Foreign Ownership of Land Regulations are a mouthful, but they may not always be top of mind when considering buying or leasing land in Alberta, and…more

Canada, Commercial Real Estate Contracts, Corporate Sales Transactions, Foreign Investment, Stock Sale Agreements

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Defending Enforcement Under CASL: Compliance with Informational Formalities

In 2014, the anti-spam provisions of Canada’s Anti-Spam Legislation (CASL) came into force, creating a wide array of compliance requirements for businesses. CASL prohibits a person from sending or causing or permitting to be…more

Advertising, Anti-Spam Legislation, Canada, CASL, Electronic Communications

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Stolen Customer Data Results in Ontario's First Certified Privacy Class Action

Businesses that collect personal information have an added incentive to monitor employees handling customer data – Ontario's first class action arising from the new tort of "intrusion upon seclusion" was certified last week…more

Canada, Class Action, Class Certification, Invasion of Privacy, Right to Privacy

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Court Reaffirms that Common Feature Does Not Equal Common Defect in Multiple-Model Product Liability Class Actions

On December 17, 2015, the Ontario Superior Court of Justice denied certification in a proposed multiple-model product liability class action (Vester v Boston Scientific Ltd, 2015 ONSC 7950). The plaintiffs alleged that the…more

Boston Scientific, Canada, Class Action, Class Certification, Failure To Warn

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WCO Technical Committee on Customs Valuation Sanctions Use of Transfer Pricing Studies

To support the use of transfer pricing studies as an aid in establishing that prices paid or payable are not influenced by the relationship between vendor and purchaser, the World Customs Organization (WCO) has sought for many…more

Advance Pricing Agreements, Customs, OECD, Transfer Pricing, World Customs Organization

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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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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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Unpaid Subcontractors Gain Protection: the Supreme Court of Canada Clarifies the Builders’ Liens Act

An unpaid subcontractor has both a builder’s lien and a trust remedy, the Supreme Court of Canada (SCC) just determined in Stuart Olson Dominion Construction Ltd v Structal Heavy Steel, 2015 SCC 43. In a unanimous decision, the…more

Construction Liens, Contractors, Prime Contractor, Subcontractors, Supreme Court of Canada

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2015 Canadian Proxy Season – New Requirements and Continuing Trends

Annual meeting season for Canadian public companies starts soon. What new requirements and continuing trends will companies face in 2015? This update discusses some of them. - New requirements: The following new…more

Annual Meeting, Board of Directors, Canada, Clawbacks, Say-on-Pay

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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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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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The Court Weighs In: Termination for Social Media Misconduct

Over a decade had passed since Ellen Simonetti, dubbed the “Queen of the Sky” was fired by Delta Air Lines after her infamous “Diary of a Dysfunctional Flight Attendant” blog. Simonetti wasn’t fired simply for blogging about her…more

Best Management Practices, Blogs, British Columbia Supreme Court, Canada, Employment Policies

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Harmonized Discretionary Relief for New Trading Rules

On June 17, 2016, pursuant to Multilateral CSA Staff Notice 96-301 (the "Notice"), the securities regulators of each Alberta, New Brunswick, Nova Scotia and Saskatchewan (the "Announcing Jurisdictions") announced that they were…more

Affiliates, Canada, Harmonization Rules

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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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Advancing Energy Efficiency Programs in Alberta

Recently, the Government of Alberta appointed the following panel members to the Energy Efficiency Advisory Panel: Dr. David Wheeler, Chair (President and Vice Chancellor, Cape Breton University), Michele Aasgard (Executive…more

Canada, Climate Change, Energy Efficiency, Energy Policy, Green Initiatives

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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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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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Alberta’s New Pension Legislation: Bill 10, the Employment Pension Plans Act

Bill 10, the proposed new Employment Pension Plans Act (EPPA), was introduced in the Alberta legislature on October 25, 2012, and passed third reading on November 20, 2012. Although the new Act has been passed, it will not…more

Employee Benefits, Pensions

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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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Lessons from the Suncor-Canadian Oil Sands Shareholder Rights Plan Decision

On December 14, 2015, the Alberta Securities Commission (ASC) released its much anticipated decision (the Decision, Re Suncor Energy Inc., 2015 ABASC 984) concerning the 120-day shareholder rights plan adopted by Canadian Oil…more

Alberta Securities Commission, Canada, Energy Sector, Shareholder Rights, Takeover Bids

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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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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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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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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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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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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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Prison Sentence in Air India Bribery Scheme Sends Deterrent Message to Canadian Executives

On May 23, Nazir Karigar, an agent of Cryptometrics Canada Inc. (Cryptometrics), was sentenced to three years in federal prison under Canada’s foreign bribery statute. Mr. Karigar was convicted last August of conspiring to pay…more

Airlines, Bribery, Canada, CFPOA, Conspiracies

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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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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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Modernizing Liability for Offshore Oil & Gas Explorations and Operations

This past June, the government of Canada announced plans to implement legislative changes to the four principle Acts which govern oil and gas activities in the Atlantic offshore and Arctic: the Canadian Petroleum Resources Act…more

Canada, CPRA, Energy Exploration, Oil & Gas

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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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Disputants Await Clarification of Mediation Privilege’s Boundaries

Today, Canadians are mediating their disputes in record numbers. One partial explanation for this phenomenon is that mediation purports to keep discussions between parties confidential, traditionally backstopped by settlement…more

Canada, Confidential Information, Mediation

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The Strategic Value of Transaction Insurance

When we provided our thoughts on representation and warranty insurance (RWI) this time last year (Getting a Deal to Closing with Transaction Insurance), we anticipated that RWI would continue to grow in prevalence in the…more

Canada, Corporate Sales Transactions, Indemnification Clauses, Representations and Warranties Insurance

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An Update on the ORPP for Employers

On February 16, 2016, the Ontario Finance Minister announced a one-year delay in the launch of the Ontario Retirement Pension Plan (ORPP), in order to allow time for the federal government and the provinces to discuss…more

Benefit Plan Sponsors, Canada, ORPP, Pensions

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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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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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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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The June 30th Enrollment Deadline for ESTMA Compliance is Looming

Natural Resources Canada (NRCan) is calling for those entities required to report under the Extractive Sector Transparency Measures Act (ESTMA) to enroll for an ESTMA identification number by submitting a Contact Form to NRCan…more

Annual Reports, Canada, Deadlines, Enrollment, Extractive Industry Transparency Rule

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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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Eight Years Later, Suspended Contract Bites Contractor

How long can work under a contract be suspended before the contractor’s obligations will be deemed terminated? A lot longer than you might expect…more

Breach of Contract, Canada, Construction Contracts, General Contractors, Motion for Summary Judgment

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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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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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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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Ministry of Finance Ready to Party like it’s 1989: Retroactive Changes to Ontario Provincial Land Transfer Tax

On February 18, 2016, the Ministry of Finance filed a new regulation under the Land Transfer Tax Act which purports to be retroactive to July 19, 1989 (O. Reg. 35/16)…more

Canada, GAAR, Ministry of Finance, Partnerships, Real Estate Transfers

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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 June 30th Enrollment Deadline for ESTMA Compliance is Looming

Natural Resources Canada (NRCan) is calling for those entities required to report under the Extractive Sector Transparency Measures Act (ESTMA) to enroll for an ESTMA identification number by submitting a Contact Form to NRCan…more

Annual Reports, Canada, Deadlines, Enrollment, Extractive Industry Transparency Rule

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Inappropriate E-mail Use by Employees Can Constitute Cause for Dismissal

Increased usage and reliance on the Internet creates new challenges for both employees and an employer’s human resources department. In certain circumstances, employees can be fired for engaging in inappropriate Internet use at…more

Email, Hiring & Firing, Internet, Investigations, Just Cause

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Unsolicited Expressions of Interest may be Material Information Former Daylight CEO and ASC Settle Insider Trading Allegations

The Alberta Securities Commission (ASC) has entered into a settlement agreement with Anthony Lambert, the former CEO of Daylight Energy Ltd., following allegations by the ASC that Mr. Lambert violated provisions of the…more

Alberta Securities Commission, Canada, CEOs, Insider Trading, Settlement

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Canadian Securities Regulators Propose Significant Changes to the Rights Offering Regime

The Canadian Securities Administrators, or CSA, have published for comment proposed rule changes which would create a streamlined prospectus exemption for rights offerings conducted by reporting issuers other than investment…more

Canada, Offerings, Proposed Regulation, Regulatory Reform

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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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BC Greenhouse Gas Industrial Reporting and Control Act Passes Second Reading

On October 20, 2014, the Greenhouse Gas Industrial Reporting and Control Act (Bill 2) (hereinafter the Bill) was introduced, and on October 29, 2014, the Bill passed second reading in the British Columbia Legislative Assembly…more

Canada, Coal Industry, Coal-Fired Plants, Energy Policy, Greenhouse Gas Emissions

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BROKEn Promises: 3 Signs your Tenant may be Going Bankrupt

The bankruptcy of a tenant is disruptive and may be confusing to a landlord; however, arming yourself with knowledge of some warning signs of financial distress and an understanding of your basic rights will, along with your…more

Consumer Bankruptcy, Landlords, Tenants

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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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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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SCC Recognizes a Lawyer’s Duty of Commitment to the Client’s Cause

In a decision released on Friday, the Supreme Court of Canada has recognized a new principle of fundamental justice: a lawyer’s duty of commitment to the client’s cause. In Canada (Attorney General) v Federation of Law…more

Attorney-Client Privilege, Canada, Duty of Care, Money Laundering, SCC

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Alberta Announces Modernized Royalty Framework

On January 29, 2016, the Alberta government released the Alberta at a Crossroads - Royalty Review Advisory Panel Report and announced that it will begin drafting a modernized royalty framework (MRF) based on all of the…more

Canada, Energy Policy, Energy Sector, Gas Royalties, Oil & Gas

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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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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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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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SCC Confirms the Ability of Taxpayers to Seek Rectification to Remedy Errors that May Impact Tax Positions

Uninteded tax consequences of a contract can be avoided by rectification, the Supreme Court of Canada ruled in Québec v Services Environnementaux AES inc., 2013 SCC 65 (AES). …more

Canada, SCC, Tax Deferral, Tax Liability

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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

See All Updates »

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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Bulletin 2016-16: Alberta Energy Regulator Releases New Requirements in Wake of Redwater Decision

Industry and the public may face significantly higher costs as a result of the much anticipated decision of the Alberta Court of Queen’s Bench in Redwater Energy Corporation (Re), 2016 ABQB 278, issued on May 19, 2016. The Court…more

Canada, Insolvency, Oil & Gas, Sale of Assets, Secured Creditors

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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 Spring 2016 Economic Outlook

This Spring Outlook has three sections. The first section sets out our view of the economic outlook commencing with a very short summary of recent world economy dynamics, followed by a review of the outlook for global growth and…more

Canada, China, Economic Development, EU, Exchange Rates

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Northern Gateway: British Columbia must Issue its Own Approval and Consult with First Nations

In Coastal First Nations v British Columbia (Environment), 2016 BCSC 34, the Court decided British Columbia must issue its own environmental decision and consult First Nations on the Northern Gateway Project (NGP), instead of…more

Canada, Environmental Assessments, First Nations, National Energy Board, Pipelines

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Privacy Commissioners Issue Joint Guidance on Bring Your Own Device Programs

An organization’s information can be put at risk when staff begin to bring their own devices and use them in the workplace. As a result, in such cases, an organization should consider adopting an appropriate “bring your own…more

Best Practices, Bring Your Own Device, Canada, Confidential Information, Employer Liability Issues

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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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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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SCC Protects the Confidentiality of Settlement Amounts to Promote Settlement in Multi-Party Lawsuits

A recent decision of the Supreme Court of Canada has ruled that in a multi-party lawsuit, a plaintiff that settles with only some defendants can keep the settlement amounts confidential from the non-settling defendants, at least…more

Canada, Confidential Information, Multi-Party Litigation, Settlement

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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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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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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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A Reminder That Modern Large Partnerships are Still Partnerships

Large law and accounting firms ostensibly bear little resemblance to traditional, small-scale partnerships. Nevertheless, in the recent Ontario Superior Court decision in Tim Ludwig PC v BDO Canada LLP, 2016 ONSC 2225, a…more

Canada, Fiduciary Duty, Limited Liability Partnerships, Partnership Agreements, Partnerships

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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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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
855 2nd Street SW
Calgary, Alberta T2P 4K7 , Canada

Contact: Jon Holden, Director, Marketing Communications & Social Media

  • 403.298.3100
  • 403.265.7219

Areas of Practice
  • Agriculture
  • Alternative Dispute Resolution (ADR)
  • Antitrust & Trade Regulation
  • Appellate Practice
  • Art, Entertainment, & Sports Law
  • Bankruptcy
  • Business Organizations
  • Class Action
  • Commercial Law & Contracts
  • Communications & Media Law
  • Constitutional Law
  • Construction Law
  • Energy & Utilities
  • Environmental Law
  • Family Law
  • Finance & Banking
  • Government
  • Health
  • Immigration Law
  • Indigenous Peoples
  • Insurance
  • Intellectual Property
  • International Law & Trade
  • Labor & Employment Law
  • Litigation
  • Mergers & Acquisitions
  • Privacy
  • Products Liability
  • Professional Malpractice
  • Real Estate
  • Science, Computers, & Tech
  • Securities Law
  • Taxation
  • Transportation
  • Wills, Trusts, & Estate Planning
See more
Locations
Other U.S. Locations
  • Washington
Other Countries
  • Canada
  • China
  • Qatar
  • United Arab Emirates
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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