Bennett Jones LLP

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4500 Bankers Hall East
855 2nd Street SW
Calgary, Alberta T2P 4K7, Canada
Contact: Michael Hrytsak, Director, Marketing and Communications
Phone: 403.298.3100
Fax: 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
  • Bermuda
  • Canada
  • China
  • Qatar
Number of Attorneys
100+ Attorneys

Corporations are People Too! Ontario Court Confirms that Corporations Have a Right to a Speedy Trial

Corporate defendants have the right to a speedy trial, without requiring them to prove actual prejudice to their fair trial rights. In R v Stephensons Rental Services, a March 2017 decision of the Ontario Court of Justice, the…more

Canada, Canadian Charter of Rights and Freedoms, Corporate Counsel, Corporate Entities, OHSA

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Public Mergers and Acquisitions in Canada 2nd Edition - May 2017

Canadian public merger and acquisition transactions in 2016 (in-bound and out-bound) comprised over C$400 billion in value with at least one-third of the transactions in Canada being fueled by foreign buyers. The second edition…more

Acquisitions, Canada, Corporate Governance, Corporate Taxes, Cross-Border Transactions

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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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Four Key Takeaways from the Lift Cannabis Expo

The Lift Cannabis Expo returned to Toronto last weekend following a wildly successful first year in 2016. The first Toronto and Vancouver events attracted global attention and showcased the professionalism underlying Canada’s…more

Canada, Entrepreneurs, Marijuana, Marijuana Related Businesses, Medical Marijuana

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Asset Sale Transactions – Shareholder Approval Requirements

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

Canada, Liquidation, Sale of Assets, Shareholder Approval

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

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

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

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

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

Canada, New Regulations, Renewable Energy

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Ontario Court of Appeal Upholds Karigar Conviction for Bribery of Foreign Public Official

On July 6, 2017, the Ontario Court of Appeal upheld Nazir Karigar's conviction and three-year prison sentence for agreeing to bribe to a foreign public official contrary to the Corruption of Foreign Public Officials Act (CFPOA)…more

Anti-Corruption, Bribery, Canada, CFPOA, Enforcement Actions

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5 Tips for Preparing to Sell Your Oilfield Services Business

The decision to sell a private business often represents the culmination of a life's work. Preparing your business for a sale involves an investment of time, effort and planning on a number of fronts. However, investing in these…more

Canada, Privately Held Corporations, Sale of Assets, Strategic Planning

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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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Technical Paper on the Federal Carbon Price Backstop Released for Comments

The government of Canada recently released a technical discussion paper seeking to inform Canadians about a proposed federal carbon pricing backstop and to obtain feedback on its design…more

Canada, Carbon Pricing, Energy Sector, Information Reports, Public Comment

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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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Ontario Court of Appeal Upholds Karigar Conviction for Bribery of Foreign Public Official

On July 6, 2017, the Ontario Court of Appeal upheld Nazir Karigar's conviction and three-year prison sentence for agreeing to bribe to a foreign public official contrary to the Corruption of Foreign Public Officials Act (CFPOA)…more

Anti-Corruption, Bribery, Canada, CFPOA, Enforcement Actions

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Marquee Energy Appeal Reaffirms Plans of Arrangement Law in Canada

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

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

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Supreme Court Upholds Termination for Breach of Drug and Alcohol Policy

The Supreme Court of Canada’s decision in Stewart v. Elk Valley Coal Corp., 2017 SCC 30 is good news for employers. The Court upheld the prior decisions of the Alberta Court of Appeal and Alberta Human Rights Tribunal, finding…more

Canada, Disability Discrimination, Drug & Alcohol Abuse, Employment Policies, Hiring & Firing

See all updates »

Public Mergers and Acquisitions in Canada 2nd Edition - May 2017

Canadian public merger and acquisition transactions in 2016 (in-bound and out-bound) comprised over C$400 billion in value with at least one-third of the transactions in Canada being fueled by foreign buyers. The second edition…more

Acquisitions, Canada, Corporate Governance, Corporate Taxes, Cross-Border Transactions

See all updates »

Keeping up with the Convention: Ontario Modernizes Its International Commercial Arbitration Regime

A new statutory regime governing international commercial arbitration came into effect in Ontario in March 2017, with the International Commercial Arbitration Act, 2017, SO 2017, c 2, replacing the International Commercial…more

Arbitration Agreements, Arbitration Awards, Canada, International Arbitration, International Harmonization

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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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Equity Kickers and the Criminal Rate of Interest

Entering into a loan transaction that also has an equity component, such as the issuance of shares or warrants, has previously given rise to some concern that the loan could ultimately run afoul of the 60 percent criminal rate…more

Appeals, Canada, Criminal Code, Debt-Equity, Interest Rates

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Supreme Court of Canada Leaves Forum Selection Clauses in a State of Uncertainty

Facebook, Inc. (Facebook) recently lost a decision before the Supreme Court of Canada regarding the enforceability of the forum selection clause in its standard terms of use. Accordingly, organizations should carefully review…more

Appeals, Canada, Consumer Contracts, Corporate Counsel, Facebook

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Host Liability, 10th Edition

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

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

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Minister of Finance Commits to Establish a Canadian Infrastructure Bank

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

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

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On Strict Terms: Wording of Termination Provision Not What the Employer Does Determines Enforceability

Highlighting the importance of using precise language in termination provisions of employment contracts, the Ontario Court of Appeal in Wood v Fred Deeley Imports Ltd., 2017 ONCA 158 [Wood] recently held that a termination…more

Canada, Consideration, Contract Termination, Contract Terms, Employee Benefits

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

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

Agricultural Sector, Canada, Food Safety, Livestock Protocol

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The Canadian Oil Sands: A Backgrounder

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

Canada, Oil & Gas, Oil Sands

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Shoot to Kill: Expert Bias is an Issue of Admissibility

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

Abbott Laboratories, Class Action, Expert Witness, Pharmaceutical Industry

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Internal Investigations and Privilege: The Alberta Court of Appeal Weighs In

The documents and records of an internal investigation into a workplace accident may be privileged notwithstanding a statutory obligation to carry out an investigation and prepare a report, the Alberta Court of Appeal recently…more

Appeals, Attorney-Client Privilege, Canada, Employer Liability Issues, Internal Investigations

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Fixed-term Employment Agreements: Draft Them Carefully

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

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

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

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

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

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Canadian Government's Proposal to Reform Canada's Environmental Assessment and Regulatory Regime

On June 29, 2017, the federal government released a discussion paper entitled "Environmental and Regulatory Reviews" ("Discussion Paper"), which proposes broad changes to the federal environmental assessment and regulatory…more

Aboriginal Issues, Canada, CEAA, Consultation, Energy Policy

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

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

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

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

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

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

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Supreme Court of Canada Leaves Forum Selection Clauses in a State of Uncertainty

Facebook, Inc. (Facebook) recently lost a decision before the Supreme Court of Canada regarding the enforceability of the forum selection clause in its standard terms of use. Accordingly, organizations should carefully review…more

Appeals, Canada, Consumer Contracts, Corporate Counsel, Facebook

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Vancouver City Council Contemplates Strategies to Reduce Single-Use Waste

On June 27, 2017, City of Vancouver Staff updated City Council on new strategies to reduce single-use items like disposable cups, plastic and paper shopping bags, foam food packaging and take-out containers. City Staff…more

Canada, Consultation, Entertainment Industry, Green Initiatives, Restaurant Industry

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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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Highly Confidential Data—A Cybersecurity Risk for Cannabis Related Businesses

Cybersecurity is a significant business risk for any organization that collects personal data. The greater the amount of personal data collected by an organization, the greater the risk that it will be targeted by…more

Canada, Cybersecurity, Marijuana Related Businesses, Personal Data, Personally Identifiable Information

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Report a Canadian Tax Evader and Make Money?

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

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

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Pharma and Biologics Disputes in Canada—Big Changes for Big and Small Molecule Litigation

The patent litigation that propels generic and biosimilar products to market will soon change dramatically. July 15, 2017, marked the release of long-awaited proposed amendments to the Patented Medicines (Notice of Compliance)…more

Amended Regulation, Biologics, Biosimilars, Canada, CETA

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Toronto Municipal Land Transfer Tax Increase

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

Canada, Real Estate Transfers, Tax Rates, Transfer Taxes

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Harmonized Reporting for Private Placements (with Increased Disclosure Requirements)

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

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

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Children are Children, Right?

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

Beneficiaries, Canada, Foster Children, Minor Children, Wills

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New Canadian Resource Revenue Transparency Rules Released

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

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

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TSX Outlines Proposed Venture Exchange Reform

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

Canada, Capital Markets, Regulatory Reform, TSX Venture Exchange

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Ghost Offers in Real Estate Transactions

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

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

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Supreme Court Upholds Termination for Breach of Drug and Alcohol Policy

The Supreme Court of Canada’s decision in Stewart v. Elk Valley Coal Corp., 2017 SCC 30 is good news for employers. The Court upheld the prior decisions of the Alberta Court of Appeal and Alberta Human Rights Tribunal, finding…more

Canada, Disability Discrimination, Drug & Alcohol Abuse, Employment Policies, Hiring & Firing

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

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

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

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Task Force Report: Production of Cannabis

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

Canada, Decriminalization of Marijuana, Marijuana Cultivation, Task Force

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

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

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

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

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

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

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

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

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

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Four Key Takeaways from the Lift Cannabis Expo

The Lift Cannabis Expo returned to Toronto last weekend following a wildly successful first year in 2016. The first Toronto and Vancouver events attracted global attention and showcased the professionalism underlying Canada’s…more

Canada, Entrepreneurs, Marijuana, Marijuana Related Businesses, Medical Marijuana

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Task Force Report: Branding and Packaging of Cannabis

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

Advertising, Canada, Decriminalization of Marijuana, Labeling, Task Force

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Bennett Jones Spring 2017 Economic Outlook

In our Fall 2016 Economic Outlook, we set out at some length our analysis of the main factors which have contributed to the low “new normal” growth rates the world has experienced since 2011. We argued that trend annual global…more

Border Adjustment Taxes, Canada, Capital Markets, Economic Development, Federal Budget

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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 2017 Economic Outlook

In our Fall 2016 Economic Outlook, we set out at some length our analysis of the main factors which have contributed to the low “new normal” growth rates the world has experienced since 2011. We argued that trend annual global…more

Border Adjustment Taxes, Canada, Capital Markets, Economic Development, Federal Budget

See all updates »

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

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

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

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TSX Outlines Proposed Venture Exchange Reform

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

Canada, Capital Markets, Regulatory Reform, TSX Venture Exchange

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Public Mergers and Acquisitions in Canada 2nd Edition - May 2017

Canadian public merger and acquisition transactions in 2016 (in-bound and out-bound) comprised over C$400 billion in value with at least one-third of the transactions in Canada being fueled by foreign buyers. The second edition…more

Acquisitions, Canada, Corporate Governance, Corporate Taxes, Cross-Border Transactions

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Amendments to the Canada Business Corporations Act

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

Business Corporation Act, Canada, Corporate Governance, Proposed Amendments

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

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

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

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

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

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

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New Investment Dealer Prospectus Exemption

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

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

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

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

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

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

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

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

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

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

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

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

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

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What is the Cost of Racial Profiling?

The Ontario Divisional Court says it’s $75,000. In Elmardy v Toronto Police Services Board, a significant decision by the Divisional Court, the three-judge panel awarded a victim of racial profiling damages of $75,000…more

Canada, Law Enforcement, Punitive Damages, Racial Profiling

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

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

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

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Six Considerations for Rent Arbitration Clauses in Commercial Leases

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

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

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

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

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

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

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

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

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

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

Canada, Compliance, Cooperation, Corporate Counsel, DOJ

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Due Diligence Defence Deemed Available for Issuance of Securities in Breach of Securities Laws

The B.C. Securities Commission's (the Commission) decision in Re SunCentro (2017 BCSECCOM 58) provides rare guidance on the availability of a due diligence defence to parties that have illegally distributed securities. The…more

Canadian Securities Administration, Defense Strategies, Due Diligence, Enforcement Actions, Exemptions

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

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

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

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

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

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

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Possible New Clean Fuel Standard in Canada

Environment and Climate Change Canada (ECCC) is considering the development of a new clean fuels regulation under the Canadian Environmental Protection Act, 1999. The purpose of this proposed new regulation is to reduce Canada’s…more

Canada, Comment Period, Environmental Protection Act, Fuel Standards, 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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Government Announces Sweeping Changes to Labour and Employment Laws in Alberta

In March this year, the Alberta government announced its intention to "modernize" the province's employment and labour laws. On March 28, 2017, we advised that two of the key changes being considered to Alberta's labour laws…more

Amended Regulation, Canada, Employer Mandates, Labour Code

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Internal Investigations and Privilege: The Alberta Court of Appeal Weighs In

The documents and records of an internal investigation into a workplace accident may be privileged notwithstanding a statutory obligation to carry out an investigation and prepare a report, the Alberta Court of Appeal recently…more

Appeals, Attorney-Client Privilege, Canada, Employer Liability Issues, Internal Investigations

See all updates »

Supreme Court of Canada Leaves Forum Selection Clauses in a State of Uncertainty

Facebook, Inc. (Facebook) recently lost a decision before the Supreme Court of Canada regarding the enforceability of the forum selection clause in its standard terms of use. Accordingly, organizations should carefully review…more

Appeals, Canada, Consumer Contracts, Corporate Counsel, Facebook

See all updates »

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

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

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

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A Post-U.S. TPP? Taking Stock and Looking Ahead

May 2017 may have been a turning point for the Trans Pacific Partnership (TPP) Agreement entering into force. After the U.S. withdrawal from the Agreement in January 2017, the remaining TPP-11 countries openly questioned whether…more

Canada, Mexico, NAFTA, Negotiations, Presidential Memorandum

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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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Government of Ontario Proposes Amendments to Payday Loans Act

Providers of payday loans in Ontario, take notice—the Government of Ontario is seeking input on the implementation of new regulations intended to strengthen consumer protection which will have wide-ranging impacts on the…more

Canada, Consumer Lenders, New Regulations, Payday Loans

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The Corporate Veil Matters

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

Canada, Chevron, Corporate Liability, Corporate Veil, Ecuador

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Government of Canada Approves Pacific NorthWest LNG Project

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

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

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Mining Initial Public Offering Guide

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

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

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You're Not the Boss of Me: Parents Don't Answer to Children

Should the Court consider why a donor is making or revoking a Power of Attorney? This was the question before the Court in Pirie v Pirie, 2017 ABQB 104…more

Canada, Dementia, Diminished Capacity, Power of Attorney

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

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

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

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Public Mergers and Acquisitions in Canada 2nd Edition - May 2017

Canadian public merger and acquisition transactions in 2016 (in-bound and out-bound) comprised over C$400 billion in value with at least one-third of the transactions in Canada being fueled by foreign buyers. The second edition…more

Acquisitions, Canada, Corporate Governance, Corporate Taxes, Cross-Border Transactions

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Transport Canada Revises Rules for Recreational Drone use in Canada

On June 16, 2017, Transport Canada issued an Interim Order under the Aeronautics Act, Canada, and the Canadian Aviation Regulations, regulating the use of drones and unmanned aerial vehicles for recreational purposes in Canada…more

Amended Regulation, Aviation Industry, Canada, Drones, Transport Canada

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Update on Auditing the Audit

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

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

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

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

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

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New Non-Resident Speculation Tax in Ontario

The provincial government announced today that effective April 21, 2017, it is imposing a 15-percent non-resident speculation tax on the purchase or acquisition of interests in residential property located in the Greater Golden…more

Canada, Foreign Entities, Non-Resident Income Taxes, Real Estate Investments

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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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The Blockchain Buzz and Alberta

One of the buzzwords in the legal and financial industries in 2016 was "blockchain", and the buzz appears to be going strong in 2017. Blockchain, in simple terms, is a distributed database that maintains a record of transactions…more

Bitcoin, Blockchain, Canada, Electronic Records, FinTech

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Private Placement of Securities in Canada - Second Edition

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

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

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

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

Employer Liability Issues, OHSA, Reporting Requirements, Workplace Injury

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Proposed Tariff Elimination for Certain Agri-Food Ingredients

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

Canada, Food Manufacturers, Imports, Tariffs

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Bennett Jones Spring 2017 Economic Outlook

In our Fall 2016 Economic Outlook, we set out at some length our analysis of the main factors which have contributed to the low “new normal” growth rates the world has experienced since 2011. We argued that trend annual global…more

Border Adjustment Taxes, Canada, Capital Markets, Economic Development, Federal Budget

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Pharma and Biologics Disputes in Canada—Big Changes for Big and Small Molecule Litigation

The patent litigation that propels generic and biosimilar products to market will soon change dramatically. July 15, 2017, marked the release of long-awaited proposed amendments to the Patented Medicines (Notice of Compliance)…more

Amended Regulation, Biologics, Biosimilars, Canada, CETA

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Trade Remedies in the Age of Trump: Impact on Canadian Businesses

The election of U.S. President Donald Trump has heralded a new protectionist era of international trade. Since Trump's inauguration, the U.S. has withdrawn from the Trans-Pacific Partnership agreement, initiated discussions…more

America First Trade Policy, Anti-Dumping Duty, Canada, Canadian International Trade Tribunal (CITT), Countervailing Duties

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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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Lawyers' Opinions Matter When a Will Is Prepared

When a Will is challenged on the basis of allegations of undue influence, incapacity, or suspicious circumstances, the court will look at various factors to decide if the Will should be followed or declared invalid. These…more

Canada, Statement of Opinion, Undue Influence Claims, Wills

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Pharma and Biologics Disputes in Canada—Big Changes for Big and Small Molecule Litigation

The patent litigation that propels generic and biosimilar products to market will soon change dramatically. July 15, 2017, marked the release of long-awaited proposed amendments to the Patented Medicines (Notice of Compliance)…more

Amended Regulation, Biologics, Biosimilars, Canada, CETA

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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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5 Tips for Preparing to Sell Your Oilfield Services Business

The decision to sell a private business often represents the culmination of a life's work. Preparing your business for a sale involves an investment of time, effort and planning on a number of fronts. However, investing in these…more

Canada, Privately Held Corporations, Sale of Assets, Strategic Planning

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OSC Proposes New Whistleblower Program, with Financial Awards

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

Canada, Ontario Securities Act, Whistleblower Protection Policies, Whistleblowers

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Expedited Examination Options for Patent Applications Filed in the United States

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

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

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Global Warming: Court of Appeal Shows Openness to Global Classes

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

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

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

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

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

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Budget 2017: Changes to Canadian Exploration Expense and Flow-Through Shares

Canadian exploration expenses (CEE) are certain types of expenses incurred by oil and gas, mining and renewable energy corporations. CEE is 100 percent deductible in the year the expense is incurred. Certain types of CEE also…more

Canada, Income Tax Act, Mineral Exploration, Mining, Oil & Gas

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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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Public Mergers and Acquisitions in Canada 2nd Edition - May 2017

Canadian public merger and acquisition transactions in 2016 (in-bound and out-bound) comprised over C$400 billion in value with at least one-third of the transactions in Canada being fueled by foreign buyers. The second edition…more

Acquisitions, Canada, Corporate Governance, Corporate Taxes, Cross-Border Transactions

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2017 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines

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

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

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No Appeal of BP Canada Decision on Working Papers, Announces CRA

The Canada Revenue Agency (CRA) has announced that it will not seek leave to appeal the Federal Court of Appeal's decision in the BP Canada case. This means that the Court's decision to deny the CRA general and unrestricted…more

Appeals, Audits, BP, Canada, Canada Revenue Agency (CRA)

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Public Mergers and Acquisitions in Canada 2nd Edition - May 2017

Canadian public merger and acquisition transactions in 2016 (in-bound and out-bound) comprised over C$400 billion in value with at least one-third of the transactions in Canada being fueled by foreign buyers. The second edition…more

Acquisitions, Canada, Corporate Governance, Corporate Taxes, Cross-Border Transactions

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Is the Competition Bureau Targeting You? New IP Enforcement Guidelines

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

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

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Mining Initial Public Offering Guide

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

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

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Task Force Report: Branding and Packaging of Cannabis

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

Advertising, Canada, Decriminalization of Marijuana, Labeling, Task Force

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Personal Liability Under Canada's Anti-Spam Law

Under Canada's Anti-Spam Law (CASL) not only may a corporation that fails to comply be liable to pay a monetary penalty but personal liability may also arise. Section 31 provides that "An officer, director, agent or mandatary of…more

Board of Directors, Canada, CASL, Commercial Bankruptcy, Commercial Electronic Messages

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Public Mergers and Acquisitions in Canada 2nd Edition - May 2017

Canadian public merger and acquisition transactions in 2016 (in-bound and out-bound) comprised over C$400 billion in value with at least one-third of the transactions in Canada being fueled by foreign buyers. The second edition…more

Acquisitions, Canada, Corporate Governance, Corporate Taxes, Cross-Border Transactions

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Trump, Canada and the Future of NAFTA: Some FAQs

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

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

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Internal Investigations and Privilege: The Alberta Court of Appeal Weighs In

The documents and records of an internal investigation into a workplace accident may be privileged notwithstanding a statutory obligation to carry out an investigation and prepare a report, the Alberta Court of Appeal recently…more

Appeals, Attorney-Client Privilege, Canada, Employer Liability Issues, Internal Investigations

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Pension May be Collapsed in the Face of an Admitted Fraud

In the recent decision of Alberta Motor Association v. Gladden, 2017 ABQB 174, the Alberta Court of Queen’s Bench clarified the limits to which employer-sponsored pension benefits will be immunized from enforcement proceedings…more

Benefit Plan Sponsors, Canada, Consent Order, Criminal Prosecution, Fraud

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Alberta Government to Strengthen Powers Related to Securities Investigations

On Monday, May 8, 2017, the Finance Minister introduced Bill 13: Securities Amendment Act, 2017. As described to the media, and during First Reading, the Bill aims to strengthen investor protection by amending and updating the…more

Canada, Canadian Securities Administration, Corporate Governance, Proposed Legislation, Securities Act

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Amendments to Early Warning Regime

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

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

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Landlords, Leases and Financial Distress

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

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

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

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

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

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Keeping up with the Convention: Ontario Modernizes Its International Commercial Arbitration Regime

A new statutory regime governing international commercial arbitration came into effect in Ontario in March 2017, with the International Commercial Arbitration Act, 2017, SO 2017, c 2, replacing the International Commercial…more

Arbitration Agreements, Arbitration Awards, Canada, International Arbitration, International Harmonization

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The Impact of Trump's Travel Ban on Canadian Fintechs

Trump’s January 27, 2017, Executive Order, entitled "Protecting the Nation from Foreign Terrorist Entry into the United States," has created waves in the tech world. Canadian technology firms are viewing this as an opportunity…more

Apple, Canada, Executive Orders, Facebook, FinTech

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Do You Have a Permit for that Drone?

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

Canada, Drones, Exemptions, Licensing Rules, New Regulations

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Task Force Report: Branding and Packaging of Cannabis

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

Advertising, Canada, Decriminalization of Marijuana, Labeling, Task Force

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Due Diligence Defence Deemed Available for Issuance of Securities in Breach of Securities Laws

The B.C. Securities Commission's (the Commission) decision in Re SunCentro (2017 BCSECCOM 58) provides rare guidance on the availability of a due diligence defence to parties that have illegally distributed securities. The…more

Canadian Securities Administration, Defense Strategies, Due Diligence, Enforcement Actions, Exemptions

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Now You See It, Now You Don’t: SCC Upholds Worldwide Injunction That Alters Google Search Results

The Supreme Court of Canada has upheld a novel injunction order against Google, requiring it to remove certain websites from worldwide search results. For litigants in Canadian courts, Google v. Equustek enlarges both the…more

Appeals, Canada, Google, Injunctions, International Litigation

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TSX Provides Guidance to Emerging Market Issuers

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

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

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

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

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

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

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

Canada, New Regulations, Renewable Energy

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Government Announces Sweeping Changes to Labour and Employment Laws in Alberta

In March this year, the Alberta government announced its intention to "modernize" the province's employment and labour laws. On March 28, 2017, we advised that two of the key changes being considered to Alberta's labour laws…more

Amended Regulation, Canada, Employer Mandates, Labour Code

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Are Lawyers' Notes Privileged? - Lawyers' Interview Notes Created in Internal Investigation Ordered to Be Disclosed in U.K. Criminal Fraud Investigation

A recent English decision on privilege has cast doubt on the legal protection provided to lawyers' work product when assisting corporate clients with internal investigations. In The Director of the Serious Fraud Office v…more

Attorney-Client Privilege, Corporate Counsel, Criminal Investigations, Internal Investigations, Serious Fraud Office

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The Latest Word on Subsequent Legislative History and the GAAR

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

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

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

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

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

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

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

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

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

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

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

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Public Works and Government Services Canada Integrity Clauses

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

Canada, Contractors, Public Works, Real Estate Market

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2017 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines

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

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

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New Funding Framework for DB Pension Plans Announced A Follow up from the 2017 Ontario Budget

On May 19, 2017, the Ontario Government announced that it is implementing a new funding framework for defined benefit (DB) pension plans in Ontario. Highlights include..…more

Canada, Defined Benefit Plans, Multi-Employer Pensions, Pensions, Regulatory Agencies

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You're Not the Boss of Me: Parents Don't Answer to Children

Should the Court consider why a donor is making or revoking a Power of Attorney? This was the question before the Court in Pirie v Pirie, 2017 ABQB 104…more

Canada, Dementia, Diminished Capacity, Power of Attorney

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Canada Signs Global Climate Change Agreement

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

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

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Amendments to the Canada Business Corporations Act

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

Business Corporation Act, Canada, Corporate Governance, Proposed Amendments

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

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

Canada, Research and Experiment Tax Credit, Tax Court

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Technical Paper on the Federal Carbon Price Backstop Released for Comments

The government of Canada recently released a technical discussion paper seeking to inform Canadians about a proposed federal carbon pricing backstop and to obtain feedback on its design…more

Canada, Carbon Pricing, Energy Sector, Information Reports, Public Comment

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

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

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

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Global Warming: Court of Appeal Shows Openness to Global Classes

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

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

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Internal Investigations and Privilege: The Alberta Court of Appeal Weighs In

The documents and records of an internal investigation into a workplace accident may be privileged notwithstanding a statutory obligation to carry out an investigation and prepare a report, the Alberta Court of Appeal recently…more

Appeals, Attorney-Client Privilege, Canada, Employer Liability Issues, Internal Investigations

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On Strict Terms: Wording of Termination Provision Not What the Employer Does Determines Enforceability

Highlighting the importance of using precise language in termination provisions of employment contracts, the Ontario Court of Appeal in Wood v Fred Deeley Imports Ltd., 2017 ONCA 158 [Wood] recently held that a termination…more

Canada, Consideration, Contract Termination, Contract Terms, Employee Benefits

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Possible New Clean Fuel Standard in Canada

Environment and Climate Change Canada (ECCC) is considering the development of a new clean fuels regulation under the Canadian Environmental Protection Act, 1999. The purpose of this proposed new regulation is to reduce Canada’s…more

Canada, Comment Period, Environmental Protection Act, Fuel Standards, Greenhouse Gas Emissions

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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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Proposed Oil Tanker Moratorium Act—Defining Canada's Pacific Gateway

On 12 May 2017, the Government of Canada introduced Bill C-48, the proposed Oil Tanker Moratorium Act, in Parliament. This initiative follows up on the launch of the national Oceans Protection Plan in November 2016, and fulfils…more

Canada, Moratorium, Offshore Drilling, Oil & Gas, Shipping

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When Can Judicial Review of a Tribunal's Decision Include a Tribunal's Other Decisions?

When can a court review a tribunal's decisions, other than the decision under review, in determining whether the decision should be subject to a remedy on judicial review? This question arises from the recent Supreme Court of…more

Canada, Judicial Review, Reasonableness Factors, Supreme Court of Canada, Tribunals

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Public Mergers and Acquisitions in Canada 2nd Edition - May 2017

Canadian public merger and acquisition transactions in 2016 (in-bound and out-bound) comprised over C$400 billion in value with at least one-third of the transactions in Canada being fueled by foreign buyers. The second edition…more

Acquisitions, Canada, Corporate Governance, Corporate Taxes, Cross-Border Transactions

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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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