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Firoz Ahmed

Implications for Private Equity Funds of Canada’s Budget 2014 Proposed Anti-Treaty-Shopping Measures

This Update concerns a measure proposed in Canada’s federal budget for 2014, tabled by the Minister of Finance on February 11, 2014 (Budget 2014), relating to treaty shopping that may affect private equity (PE) funds investing…more

Canada, Foreign Policy, Private Equity, Private Equity Funds

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Sophie Amyot

Québec Finally Adopts its Reform of the Mining Act

The English version will be available soon. Le 10 décembre 2013, le Projet de loi no 70 – Loi modifiant la Loi sur les mines (le « Projet de loi 70 »), qui avait été déposé par la Ministre des Ressources naturelles (la «…more

Canada, Quebec Mining Act

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Matthew Anderson

Court Orders Rogers to Pay $500,000 Competition Act Penalty and Provides Guidance on Remedies

On February 24, 2014, the Ontario Superior Court of Justice released its decision regarding remedies in Canada (Commissioner of Competition) v. Chatr Wireless Inc. The Court’s decision provides important judicial guidance on the…more

Canada, Competition Act, Remedies

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Marc Richardson Arnould

Canada Revenue Agency to Treat Funds Obtained Through “Crowdfunding” Activities as Business Income

On August 16, 2013, the Canada Revenue Agency (CRA) issued a technical interpretation dealing with the treatment of funds obtained through, and related expenses incurred in respect of, “crowdfunding” activities by a taxpayer…more

Canada, Crowdfunding, Department of Revenue, Income Taxes

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Mark Austin

Canadian Food Inspection Agency Releases Guidelines for Highlighted Ingredients and Flavours

In an era of heightened awareness regarding health and obesity, consumers are taking a much greater interest in the foods they eat. Health concerns have led to increased scrutiny of ingredients on product labels and a newfound…more

Canada, CFIA, Class Action, False Statements, FDA

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Simon Baines

Important Changes to Canada’s Offshore Oil and Gas Regime

Background - The Minister of Natural Resources introduced legislation on Thursday, January 30, 2014 that would see important changes to Canada’s offshore oil and gas regime. The Energy Safety and Security Act (the Act)…more

Canada, Offshore Drilling, Oil & Gas

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J. David Barrans

The U.S. Supreme Court’s Decision in Myriad Genetics Sets Higher Patentability Requirements than in Canada

In a recent decision that could significantly affect the biotechnology industry, the United States Supreme Court in Association for Molecular Pathology v. Myriad Genetics, Inc., No. 12-398 (June 13, 2013), held that “a naturally…more

AMP v Myriad, Canada, DNA, Human Genes, Myriad

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Jeremy Barretto

Alberta Court Grants Six-Month Injunction Against Lubicon Blockade

On December 16, 2013, the Alberta Court of Queen’s Bench granted a six-month injunction in favour of Penn West Petroleum Ltd., authorizing the RCMP to remove a road blockade erected by individuals associated with Bernard…more

Canada, Indigenous Peoples, Natural Resources, Oil & Gas, Petroleum

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Nathalie Beauregard

Can you carry out Bitcoins activities in Canada without legal risks?

Bitcoins are a digital currency and have become widespread on the Internet and some companies have begun to accept these items as payment for real goods and services. At the time of writing, Bitcoins are not explicitly and…more

Bitcoins, Canada, Risk Management, Virtual Currency

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Fabrice Benoît

Québec Court’s Decision on Insider Tipping Restrictions

On April 7, 2014, the Bureau de décision et de révision (BDR), which is the administrative tribunal that has jurisdiction under the Québec Securities Act, dismissed a claim by the Autorité des marchés financiers (AMF) for an…more

Board of Directors, Canada, Insider Trading

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Sean Bernstein

Research Report: Canadian Governance Highlights from the 2013 Proxy Season

In This Issue: Say on Pay 2013: More Failures but Canada Continues Steadily on its Own Course; Notice and Access Arrives in Canada; Advance Notice Requirements for Director Nominations Take Off; and The Enhanced Quorum…more

Advance Notice, Board of Directors, Canada, Corporate Governance, Executive Compensation

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Luiz Bihari

Mining Review -- July 2013: Brazilian Government Introduces New Mining Legislation

After several years of debate, the Brazilian Government tabled in Congress on June 18, 2013 a proposal for a new regulatory framework for its mining sector. This much anticipated initiative contains significant changes to the…more

Mineral Extraction, Mineral Rights, Mining, Royalties

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Monica Biringer

Implications for Private Equity Funds of Canada’s Budget 2014 Proposed Anti-Treaty-Shopping Measures

This Update concerns a measure proposed in Canada’s federal budget for 2014, tabled by the Minister of Finance on February 11, 2014 (Budget 2014), relating to treaty shopping that may affect private equity (PE) funds investing…more

Canada, Foreign Policy, Private Equity, Private Equity Funds

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Sonia Bjorkquist

2014 Litigation Report: Managing Risk

In This Issue: Introduction; Food and Beverage Products: Managing Mounting Litigation Risk in the Food and Beverage Industry; Procurement Pitfalls: Best Practices to Manage Risk; Securities and Consumer Class Actions:…more

Canada, Class Action, Compliance, False Advertising, FDA

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John Black

Canadian Securities Regulators Issue Discussion Paper on Mutual Fund Fees

On December 13, 2012 the Canadian Securities Administrators (CSA) published Discussion Paper and Request for Comment 81-407 Mutual Fund Fees (Discussion Paper) focused on the regulation of mutual fund fees in Canada. The…more

Canadian Securities Administration, Investment Adviser, Mutual Funds

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Richard Borins

Lenders React to Indalex Decision – Pension Deficits in Canada

evin Morley and Richard Borins recently authored an article in ABL Advisor titled “Pension Deficits in Canada – Lenders React to Indalex Decision“…more

Canada, Indalex, Pension Deficiencies, Pensions, Wind-Up Process

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Carine Bouzaglou

Canadian Food Inspection Agency Releases Guidelines for Highlighted Ingredients and Flavours

In an era of heightened awareness regarding health and obesity, consumers are taking a much greater interest in the foods they eat. Health concerns have led to increased scrutiny of ingredients on product labels and a newfound…more

Canada, CFIA, Class Action, False Statements, FDA

See All Updates »

Noralee Bradley

Research Report: Canadian Governance Highlights from the 2013 Proxy Season

In This Issue: Say on Pay 2013: More Failures but Canada Continues Steadily on its Own Course; Notice and Access Arrives in Canada; Advance Notice Requirements for Director Nominations Take Off; and The Enhanced Quorum…more

Advance Notice, Board of Directors, Canada, Corporate Governance, Executive Compensation

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Martin Brandsma

Methods of Medical Treatment: Still Not an “Invention” in Canada

On January 27, 2014, the Federal Court of Appeal in Novartis Pharmaceuticals Canada Inc. v. Cobalt Pharmaceuticals Co., 2014 FCA 17 (Novartis), upheld the Federal Court’s denial of an application for a prohibition order under…more

Canada, Healthcare, Patent Infringement, Patent Litigation, Patents

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Timour Breslavski

National Assembly introduces Integrity in Public Contracts Act Nov 12, 2012

On November 1, 2012, the National Assembly of Québec introduced Bill 1, a bill amending the Act respecting contracting by public bodies (Bill). The Bill was introduced in order to fight corruption and enhance integrity in the…more

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James Brown

Mining Review -- July 2013: Ontario Securities Commission Review of Technical Reports Identifies “Unacceptable” Level of Compliance

On June 27, 2013, Staff of the Ontario Securities Commission (Staff) released OSC Staff Notice 43-705 – Report on Staff’s Review of Technical Reports by Ontario Mining Issuers (the Notice). The Notice provides an overview of the…more

Canada, Mining, Natural Resources, Ontario Securities Commission, Resource Extraction

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Lia Bruschetta

No More Room at the Counsel Table: Québec Appeal Court Rejects Intervenor Status for Canadian Franchise Association in the Dunkin’ Donuts Case

In a decision released on May 10, 2013, Justice Gascon of the Québec Court of Appeal dismissed the Canadian Franchise Association’s (CFA’s) motion for leave to intervene in ongoing proceedings between Dunkin’ Brands Canada Ltd…more

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Doug Bryce

Mining Review -- July 2013: Ontario Securities Commission Review of Technical Reports Identifies “Unacceptable” Level of Compliance

On June 27, 2013, Staff of the Ontario Securities Commission (Staff) released OSC Staff Notice 43-705 – Report on Staff’s Review of Technical Reports by Ontario Mining Issuers (the Notice). The Notice provides an overview of the…more

Canada, Mining, Natural Resources, Ontario Securities Commission, Resource Extraction

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Janice Buckingham

2012 Capital Markets Review

2012 Capital Markets Review - Our Capital Markets Review is well established as one of Osler’s most popular publications. It contains our analysis of events that have affected the Canadian capital markets during the past…more

Corporate Governance, IPO, Mining, Natural Gas, Oil & Gas

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Carol Buckmann

The Teflon Fiduciary: Could Your U.S. Adviser Avoid Responsibility For Bad Advice?

Ronald Reagan was referred to years ago as “the Teflon President” because voters never seemed to hold him responsible for his administration’s missteps. A significant decision on fiduciary status has just been issued by the…more

Breach of Duty, Fiduciary Duty, Professional Liability

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Robert Carson

Ontario Court of Appeal Addresses Important Questions for Securities Class Action Claims, Overrules Its Prior Decision Enforcing Limitation Periods

In Green v. CIBC, released on February 3, 2014, a specially convened five-judge panel of the Court of Appeal for Ontario addressed important issues for securities class actions across Canada…more

Canada, Class Action, Ontario Securities Commission, Securities Litigation, Statute of Limitations

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Lorraine Chan

Top Six Frequently Asked Questions About the AODA for Franchisors and Franchisees

In Ontario, the Accessibility Directorate of Ontario has been increasingly active in pursuing enforcement actions against organizations that have not complied with their requirements under the Accessibility for Ontarians with…more

Audits, Canada, Compliance, Disability Discrimination, Franchises

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Stephen Clark

Global Systemically Important Banks – Public Disclosure Requirements

The Office of the Superintendent of Financial Institutions Canada (OSFI) has issued an Advisory, “Global systemically important banks – Public disclosure requirements”, which clarifies the implementation in Canada of the annual…more

Banks, Canada, Foreign Banks, Global Economy

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Sandra Cohen

SEC’s Proposed CEO Pay Ratio Disclosure Rule: What You Need to Know

On September 18, 2013, the Securities and Exchange Commission (SEC) released its proposal for additional executive compensation disclosure that, if adopted, will require U.S. domestic public companies to calculate and disclose…more

CEOs, Disclosure Requirements, Dodd-Frank, Executive Compensation, Pay Ratio

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Kevin Colan

Canada Signs FATCA Intergovernmental Agreement with the United States

Canada and the United States announced on February 5, 2014, that they had signed a long-awaited intergovernmental agreement (Canada–U.S. IGA) that dramatically expands the sharing of tax-related information between the…more

Canada, FATCA, IGAs, Income Taxes, Tax Evasion

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Allan Coleman

2014 Litigation Report: Managing Risk

In This Issue: Introduction; Food and Beverage Products: Managing Mounting Litigation Risk in the Food and Beverage Industry; Procurement Pitfalls: Best Practices to Manage Risk; Securities and Consumer Class Actions:…more

Canada, Class Action, Compliance, False Advertising, FDA

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Jason Comerford

SEC Eases Publicity Restrictions for Some Private Placements, but with Strings Attached

The Jumpstart Our Business Startups Act (JOBS Act) was intended to stimulate the growth of small businesses by relaxing a number of requirements and restrictions under U.S. federal securities laws. One of the most potentially…more

Accredited Investors, Advertising, Bad Actors, Canada, Form D Filing

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Silvana Conte

Supreme Court of Canada Affirms Lawfulness of Restrictive Covenants in Commercial Context

In Payette v. Guay inc. the Supreme Court of Canada unanimously upheld non-compete and non-solicit provisions in a contract arising from the sale of a business. The decision distinguishes between a restrictive covenant…more

Canada, Competition, Non-Compete Agreements, Non-Solicitation Agreements, Restrictive Covenants

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Jack Coop

Divisional Court Overturns Environmental Review Tribunal Decision and Allows Wind Project to Proceed

In an important decision for stakeholders in the Ontario renewable energy industry, the Divisional Court of Ontario overturned the July 2013 decision by the Environmental Review Tribunal (the ERT) in Ostrander Point. In its…more

Canada, Energy Policy, Renewable Energy, Wind Power

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William Corcoran

Canada Signs FATCA Intergovernmental Agreement with the United States

Canada and the United States announced on February 5, 2014, that they had signed a long-awaited intergovernmental agreement (Canada–U.S. IGA) that dramatically expands the sharing of tax-related information between the…more

Canada, FATCA, IGAs, Income Taxes, Tax Evasion

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John Cotter

Cinar Corporation v Robinson, 2013 SCC 73

On December 23, 2013, a unanimous Supreme Court of Canada issued its decision in the copyright infringement action involving the children’s cartoon television show “The Adventures of Robinson Curiosity” (“Curiosity”) and the…more

Canada, Copyright, Copyright Infringement, SCC

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Elizabeth Coyle

Canada’s Supreme Court Requires Aboriginal Groups to Follow Statutory Process

On May 9, 2013, the Supreme Court of Canada released its decision in Behn v. Moulton Contracting Ltd., 2013 SCC 26, affirming that Aboriginal groups seeking to challenge the validity of permits or authorizations granted to…more

Aboriginal Issues, Abuse of Process, Canada, Environmental Assessments

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Sumeet Dang

Preparing for the 2014 AODA Requirements – Does Your Organization Have a Compliance Strategy?

Most organizations in Ontario that have at least one employee and provide goods, services or facilities are required to comply with certain requirements under the Accessibility for Ontarians with Disabilities Act (AODA) and its…more

Accessibility Rules, AODA, Canada, Disability, Fines

See All Updates »

Riyaz Dattu

Canadian Government Steps Up Enforcement of Economic Sanctions - Conviction under Special Economic Measures Act for attempted export to Iran valued at $15 leads to $90,000 penalty

For the first time in over 20 years since the enactment of the Special Economic Measures Act (SEMA), an Alberta-based company was charged with violating this statute by attempting to export controlled goods valued at $15 to the…more

Canada, Controlled Substances, Exports, Iran, Sanctions

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David Davachi

Implications for Private Equity Funds of Canada’s Budget 2014 Proposed Anti-Treaty-Shopping Measures

This Update concerns a measure proposed in Canada’s federal budget for 2014, tabled by the Minister of Finance on February 11, 2014 (Budget 2014), relating to treaty shopping that may affect private equity (PE) funds investing…more

Canada, Foreign Policy, Private Equity, Private Equity Funds

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Rod Davidge

2012 Capital Markets Review

2012 Capital Markets Review - Our Capital Markets Review is well established as one of Osler’s most popular publications. It contains our analysis of events that have affected the Canadian capital markets during the past…more

Corporate Governance, IPO, Mining, Natural Gas, Oil & Gas

See All Updates »

Michael De Lellis

Indalex – Priorities and Pension Deficiencies

On Friday, February 1, 2013, the Supreme Court of Canada released its highly anticipated decision in Indalex Limited (Re). The ruling stemmed from an appeal of an Ontario Court of Appeal decision that had created commercial…more

BIA Priority Regime, CCAA, Constructive Trusts, Debtors-in-Possession, Indalex

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Shawn Denstedt Q.C.

Significant Changes to the Alberta Energy Regulator Rules of Practice

On November 30, 2013 the Alberta Energy Regulator Rules of Practice Amendment Regulation (Amended Rules) will be proclaimed into force which will bring significant changes to the regulatory process before the Alberta Energy…more

Amended Regulation, Canada, Cost Allocation, Energy Policy, Government Land

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Mark DesLauriers

Canadian Securities Regulators Delay Implementation of Derivatives Trade Reporting

Canadian securities regulators announced today that trade reporting requirements for over-the-counter (OTC) derivatives transactions that involve “local counterparties” in the provinces of Ontario, Québec and Manitoba will now…more

Canada, Derivatives, OTC, Reporting Requirements, Trade Policy

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Anthony Devir

Indalex: What Are the Pension Implications?

“When a business becomes insolvent, many interests are at risk. Creditors may not be able to recover their debts, investors may lose their investments and employees may lose their jobs. If the business is the sponsor of an…more

Benefit Plan Sponsors, Commercial Bankruptcy, Fiduciary Duty, Indalex, Pension Benefits Act

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Justin Dharamdial

CSA Releases Crowdfunding Proposals for Comment

On March 20, 2014, the Canadian Securities Administrators (CSA) published a notice (the CSA Notice) announcing the release for comment of two proposed equity crowdfunding prospectus exemptions. Some provincial securities…more

Canada, Canadian Securities Administration, Crowdfunding

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Jennifer Dolman

No More Room at the Counsel Table: Québec Appeal Court Rejects Intervenor Status for Canadian Franchise Association in the Dunkin’ Donuts Case

In a decision released on May 10, 2013, Justice Gascon of the Québec Court of Appeal dismissed the Canadian Franchise Association’s (CFA’s) motion for leave to intervene in ongoing proceedings between Dunkin’ Brands Canada Ltd…more

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Sander Duncanson

Draft Regulations Released for Deposits of Deleterious Substances under the Fisheries Act

One of the most significant provisions in the federal Fisheries Act is the prohibition in section 36(3) against releasing deleterious substances into waters frequented by fish. This prohibition has been interpreted broadly by…more

Chemicals, Contamination, Discharge of Pollutants, Fisheries Act, Water

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Sylvain Lussier Ad. E.

Canada’s Supreme Court Reshapes Consumer Class Actions and Clarifies the Test for Certification Across Canada

Yesterday, the Supreme Court of Canada released a trilogy of long-awaited class certification rulings that realigned the ground rules for the certification of consumer class actions in Canada, particularly in cases involving…more

Canada, Class Action, Class Certification, Competition, Jurisdiction

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Jennifer Fairfax

Canada's Ambitious Free Trade Agenda: The Recently Concluded Canada-Korea Free Trade Agreement

On March 11, 2014, the Canadian government announced that it had concluded a new free trade agreement with South Korea following negotiations that have lasted for over nine years. This agreement is stated to be part of the…more

Canada, Free Trade Agreement, Trade Policy

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Alexandre Fallon

The Superior Court of Québec Sides with Retailers on the Use of Recognized Trade-Marks in Public Signs and Commercial Advertising

In reasons released on April 9, 2014, Justice Yergeau of the Superior Court of Québec held that the Québec Charter of the French Language (Charter) does not require that public signs and commercial advertising containing a…more

Advertising, Canada, Marketing, Signs, Trademarks

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Michael Fekete

2014 AODA Requirements for Websites in Ontario

Effective January 1, 2014, private sector organizations with 50 or more employees in Ontario may be required to comply with certain website requirements if they launch a new public website or undertake a significant refresh of…more

AODA, Canada, Websites

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Caitlin Fell

Ontario Divisional Court Confirms That Former Directors and Officers Must Remediate While Order Is Under Appeal

On June 19, 2013, in Baker v. Ministry of the Environment, 2013 ONSC 4142 [Baker], the Ontario Divisional Court upheld the decision of the Ontario Environmental Review Tribunal (ERT) that refused to stay a Director’s order…more

Appeals, Canada, CCAA, Commercial Bankruptcy, Directors

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James Fera

Pension Plan Restructuring (Part IV) – Plan Amendments

There are other ways to restructure your defined benefit plan to decrease future costs that are typically less drastic than the conversion to defined contribution or plan wind-up options discussed in my previous posts…more

Accrued Benefits, Defined Benefit Plans, Pensions, Restructuring

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Medard Fischer

“Don’t Ask, Don’t Waive” Standstill Provisions and the Board’s Duty to Stay Informed

A trio of Delaware Court of Chancery rulings in 2012 have re-emphasized a target board’s duty to stay informed of material information throughout all stages of a transaction and have highlighted possible tensions between that…more

Celera, Complete Genomics, Fiduciary Duty, Shareholder Litigation, Shareholder Rights

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Daniel Fombonne

Canadian Government Steps Up Enforcement of Economic Sanctions - Conviction under Special Economic Measures Act for attempted export to Iran valued at $15 leads to $90,000 penalty

For the first time in over 20 years since the enactment of the Special Economic Measures Act (SEMA), an Alberta-based company was charged with violating this statute by attempting to export controlled goods valued at $15 to the…more

Canada, Controlled Substances, Exports, Iran, Sanctions

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Barry Fong

Proposed Anti-Counterfeiting Bill Includes Wide Sweeping Changes to the Trade-marks Act

On March 1, 2013, the Canadian Government introduced Bill C-56, Combating Counterfeit Products Act. This Bill, which is being promoted by the Government as a means of reducing the presence of, and trade in, counterfeit goods in…more

Counterfeiting, Proposed Legislation, Trademark Act, Trademarks

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Sharon Ford

Supreme Court Rules on Rectification Remedy Under Québec Civil Law in the Tax Context

The question whether rectification of contracts is a remedy available to parties under the Québec Civil Code (CCQ), previously unsettled in Québec civil law, was answered in the affirmative by the Supreme Court of Canada in…more

Canada, International Tax Issues, Rectification, SCC

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Jean-François Forget

Supreme Court of Canada Affirms Lawfulness of Restrictive Covenants in Commercial Context

In Payette v. Guay inc. the Supreme Court of Canada unanimously upheld non-compete and non-solicit provisions in a contract arising from the sale of a business. The decision distinguishes between a restrictive covenant…more

Canada, Competition, Non-Compete Agreements, Non-Solicitation Agreements, Restrictive Covenants

See All Updates »

Jeremy Fraiberg

Mining Review -- July 2013: Ontario Securities Commission Review of Technical Reports Identifies “Unacceptable” Level of Compliance

On June 27, 2013, Staff of the Ontario Securities Commission (Staff) released OSC Staff Notice 43-705 – Report on Staff’s Review of Technical Reports by Ontario Mining Issuers (the Notice). The Notice provides an overview of the…more

Canada, Mining, Natural Resources, Ontario Securities Commission, Resource Extraction

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Peter Franklyn

2014 Federal Budget: Announcing a New Foray into Price Regulation for the Commissioner of Competition?

Minister Flaherty has once again proven that the Competition Act is vulnerable to politically expedient amendments developed to respond to perceived exploitative conduct. Following on statements in the 2013 Throne Speech,…more

Canada, Competition, Price-Fixing

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Laura Fric

Ontario Court of Appeal Addresses Important Questions for Securities Class Action Claims, Overrules Its Prior Decision Enforcing Limitation Periods

In Green v. CIBC, released on February 3, 2014, a specially convened five-judge panel of the Court of Appeal for Ontario addressed important issues for securities class actions across Canada…more

Canada, Class Action, Ontario Securities Commission, Securities Litigation, Statute of Limitations

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Stephanie Fujarczuk

Ontario Courts Cannot Validate Foreign Service of Claims Where the Hague Convention Applies

The Ontario Court of Appeal recently confirmed that foreign states can hinder a plaintiff from serving a foreign defendant if that defendant resides in a country that is a member of the Hague Convention on the Service Abroad of…more

Canada, Foreign Service of Claims, Hague Convention, Service Proceedings

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Hugo-Pierre Gagnon

Québec Finally Adopts its Reform of the Mining Act

The English version will be available soon. Le 10 décembre 2013, le Projet de loi no 70 – Loi modifiant la Loi sur les mines (le « Projet de loi 70 »), qui avait été déposé par la Ministre des Ressources naturelles (la «…more

Canada, Quebec Mining Act

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Bastien Gauthier

The Government of Québec Unveils Proposals to Preserve Head Office Jobs in the Province

On February 20, 2014, the government of Québec tabled its 2014-2015 budget in which it stated that it may enact amendments to Québec’s Business Corporations Act (Québec Act) intended to protect Québec incorporated businesses…more

Business Corporation Act, Canada, Corporate Governance

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Thomas Gelbman

British Columbia’s Supreme Court Considers the Duty to Consult in the Context of an Environmental Review Process

On April 3, 2014 the British Columbia Supreme Court released its decision in Ktunaxa Nation v. British Columbia (Forests, Lands and Natural Resource Operations), 2014 BCSC 568. The case concerned an application for judicial…more

Canada, Environmental Policies, Environmental Review, Freedom of Religion

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Mark Gelowitz

R. v. Courtice Auto Wreckers Limited: Determining the Appellate Route from a Stay of Proceedings Under the Provincial Offences Act

In its March 11, 2014 decision in R. v. Courtice Auto Wreckers Limited, the Ontario Court of Appeal considered a discrete but important issue in appellate practice: what appeal route should be undertaken by the Crown when it…more

Appeals, Canada, Environmental Protection Act

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Donald Gilchrist

Significant Changes Proposed to Early Warning Regime – Key Disclosure Trigger Lowered to 5%

The Canadian Securities Administrators (the CSA) have proposed significant amendments to the “early warning” regime with respect to the disclosure of ownership positions in Canadian public companies…more

Canada, Canadian Securities Administration, Disclosure Requirements, Early Warning Regime, Proposed Amendments

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Roger Gillott

2014 Litigation Report: Managing Risk

In This Issue: Introduction; Food and Beverage Products: Managing Mounting Litigation Risk in the Food and Beverage Industry; Procurement Pitfalls: Best Practices to Manage Risk; Securities and Consumer Class Actions:…more

Canada, Class Action, Compliance, False Advertising, FDA

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Jordan Giurlanda

Competition Bureau Releases Draft Updated Intellectual Property Enforcement Guidelines

On April 2, 2014, the Competition Bureau (Bureau) released draft updated Intellectual Property Enforcement Guidelines (Revised IPEGs) for a 60-day consultation period. The Revised IPEGs principally reflect the amendments to the…more

Canadian Intellectual Property Office, Competition, Competition Act, Enforcement Guidance, FTC

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Catherine Gleason-Mercier

The Supreme Court of Canada Seeks to Improve Access to Justice through Expanded Summary Judgment Motions

The Supreme Court of Canada has released its much anticipated decision dealing with summary judgment motions. In a welcome outcome, the Court has lowered the bar for obtaining summary judgments, such that many parties and the…more

Canada, SCC, Summary Judgment

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Deborah Glendinning

2014 Litigation Report: Managing Risk

In This Issue: Introduction; Food and Beverage Products: Managing Mounting Litigation Risk in the Food and Beverage Industry; Procurement Pitfalls: Best Practices to Manage Risk; Securities and Consumer Class Actions:…more

Canada, Class Action, Compliance, False Advertising, FDA

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Peter Glossop

Toronto Real Estate Board Heads Back to the Competition Tribunal

On February 3, 2013, the Federal Court of Appeal released a significant ruling that reversed the Competition Tribunal’s earlier finding that the abuse of dominance provisions of the Competition Act do not apply to the Toronto…more

Abuse of Dominance, Canada, Real Estate Market

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Sony Gokhale

OSFI Releases Cyber Security Self-Assessment Guidance

On October 28, OSFI released its Cyber Security Self-Assessment Guidance (the “Guidance”) to aid Federally Regulated Financial Institutions (“FRFI”) in assessing its level of preparedness against cyber risks. The Guidance was…more

Canada, Cybersecurity, OSFI

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Alex Gorka

Significant Changes Proposed to Early Warning Regime – Key Disclosure Trigger Lowered to 5%

The Canadian Securities Administrators (the CSA) have proposed significant amendments to the “early warning” regime with respect to the disclosure of ownership positions in Canadian public companies…more

Canada, Canadian Securities Administration, Disclosure Requirements, Early Warning Regime, Proposed Amendments

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Victoria Graham

Global Systemically Important Banks – Public Disclosure Requirements

The Office of the Superintendent of Financial Institutions Canada (OSFI) has issued an Advisory, “Global systemically important banks – Public disclosure requirements”, which clarifies the implementation in Canada of the annual…more

Banks, Canada, Foreign Banks, Global Economy

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Vincent M. de Grandpré

Methods of Medical Treatment: Still Not an “Invention” in Canada

On January 27, 2014, the Federal Court of Appeal in Novartis Pharmaceuticals Canada Inc. v. Cobalt Pharmaceuticals Co., 2014 FCA 17 (Novartis), upheld the Federal Court’s denial of an application for a prohibition order under…more

Canada, Healthcare, Patent Infringement, Patent Litigation, Patents

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Louise Greig

Practical Issues in Pension Fund Investing – Execution of Subscription Agreements

There is a famous phrase which is particularly apt in the area of pension fund investing – “the devil is in the details”. This is the first in a series on practical issues that arise in connection with investments by Canadian…more

Canada, Pensions

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John Groenewegen

Implications for Private Equity Funds of Canada’s Budget 2014 Proposed Anti-Treaty-Shopping Measures

This Update concerns a measure proposed in Canada’s federal budget for 2014, tabled by the Minister of Finance on February 11, 2014 (Budget 2014), relating to treaty shopping that may affect private equity (PE) funds investing…more

Canada, Foreign Policy, Private Equity, Private Equity Funds

See All Updates »

Geoffrey Grove

Class Actions: New Decisions Send a Strong Warning to Class Counsel on Fee Premiums

In two significant rulings in Ontario, the Courts have sent a strong signal to plaintiff class action firms that they will not be entitled to claim a fee premium following a successful settlement unless they can demonstrate that…more

Attorney's Fees, Class Action, Settlement

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Shahir Guindi

OSC’s Crowdfunding Proposal Receives Favourable Comments

On March 8, 2013, the Ontario Securities Commission (OSC) closed the comment period on its Staff Consultation Paper 45-710: Considerations for New Capital Raising Prospectus Exemptions (the Consultation Paper), which sought…more

Canada, Consultation, Crowdfunding, Disclosure Requirements, Exemptions

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Jason Hanson

Preparing for the 2014 AODA Requirements – Does Your Organization Have a Compliance Strategy?

Most organizations in Ontario that have at least one employee and provide goods, services or facilities are required to comply with certain requirements under the Accessibility for Ontarians with Disabilities Act (AODA) and its…more

Accessibility Rules, AODA, Canada, Disability, Fines

See All Updates »

Jessica Harding

The Superior Court of Québec Sides with Retailers on the Use of Recognized Trade-Marks in Public Signs and Commercial Advertising

In reasons released on April 9, 2014, Justice Yergeau of the Superior Court of Québec held that the Québec Charter of the French Language (Charter) does not require that public signs and commercial advertising containing a…more

Advertising, Canada, Marketing, Signs, Trademarks

See All Updates »

Andrew Herr

Update – Letter from LSTA, American Bankers Association Requests Time for Implementation of Final Guidance on Leveraged Lending

This entry updates our entry of April 9, 2013 and this corresponding Osler Update by Andrew Herr regarding the Final Guidance on Leveraged Lending. …more

Extensions, Final Guidance, Leveraged Loans

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Adam Hirsh

Procurement and the Competition Act: Recent Guidance from the Alberta Court of Appeal

In a recent ruling involving a joint purchase agreement, the Alberta Court of Appeal held that an agreement between competitors in the oil and gas industry to exclusively use one supplier over another did not constitute an…more

Canada, Competition, Competition Act, Conspiracies, Joint Purchasing Programs

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Simon Hodgett

NIST Framework for Improving Critical Infrastructure Cybersecurity Version 1.0

On February 12th, the U.S. National Institute of Standards and Technology (NIST) unveiled version 1.0 of its voluntary Framework for Improving Critical Infrastructure Cybersecurity (Framework). The Framework was developed at…more

Critical Infrastructure Sectors, Cybersecurity, Cybersecurity Framework, NIST

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Valarie Hogan

Court Orders Rogers to Pay $500,000 Competition Act Penalty and Provides Guidance on Remedies

On February 24, 2014, the Ontario Superior Court of Justice released its decision regarding remedies in Canada (Commissioner of Competition) v. Chatr Wireless Inc. The Court’s decision provides important judicial guidance on the…more

Canada, Competition Act, Remedies

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Clay Horner

The Government of Québec Unveils Proposals to Preserve Head Office Jobs in the Province

On February 20, 2014, the government of Québec tabled its 2014-2015 budget in which it stated that it may enact amendments to Québec’s Business Corporations Act (Québec Act) intended to protect Québec incorporated businesses…more

Business Corporation Act, Canada, Corporate Governance

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Scott Horner

Indalex – Priorities and Pension Deficiencies

On Friday, February 1, 2013, the Supreme Court of Canada released its highly anticipated decision in Indalex Limited (Re). The ruling stemmed from an appeal of an Ontario Court of Appeal decision that had created commercial…more

BIA Priority Regime, CCAA, Constructive Trusts, Debtors-in-Possession, Indalex

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Anna Huculak

Proposed OSC Rules Regarding Reporting of Over-the-Counter Derivative Transactions

On June 6, 2013, the Ontario Securities Commission (the OSC) published for comment Proposed OSC Rules 91-506 – Derivatives: Product Determination and 91-507 – Trade Repositories and Derivatives Data Reporting (together, the…more

Canada, Derivatives, OSC, OTC, Reporting Requirements

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Geoffrey Hunnisett

Supreme Court Clarifies “Unlawful Means” Requirement in Tort of Unlawful Interference with Economic Relations

On January 31, 2014, the Supreme Court of Canada released its unanimous decision in A.I. Enterprises Ltd. v. Bram Enterprises Ltd., clarifying and narrowing the common law tort of unlawful interference with economic relations…more

Canada, SCC, Tortious Interference

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Martin Ignasiak

Draft Regulations Released for Deposits of Deleterious Substances under the Fisheries Act

One of the most significant provisions in the federal Fisheries Act is the prohibition in section 36(3) against releasing deleterious substances into waters frequented by fish. This prohibition has been interpreted broadly by…more

Chemicals, Contamination, Discharge of Pollutants, Fisheries Act, Water

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Michael Innes

2012 Corporate Finance Review – Low Interest Rate Environment Provides Opportunities in the Debt Markets

Osler has published its 2012 Capital Markets Review which includes a look back at the year in Canadian corporate finance by Desmond Lee and Michael Innes…more

Bonds, Debt Market, Interest Rates

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Sam Ip

Cybersecurity Considerations for Public Companies

Recent developments, including a barrage of cyber-attacks and revelations related to state-sponsored monitoring of electronic systems, have resulted in heightened interest by businesses and regulators about cybersecurity. The…more

Canada, Cyber Attacks, Cybersecurity, Data Protection

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Shawn Irving

2014 Litigation Report: Managing Risk

In This Issue: Introduction; Food and Beverage Products: Managing Mounting Litigation Risk in the Food and Beverage Industry; Procurement Pitfalls: Best Practices to Manage Risk; Securities and Consumer Class Actions:…more

Canada, Class Action, Compliance, False Advertising, FDA

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Thomas Isaac

British Columbia’s Supreme Court Considers the Duty to Consult in the Context of an Environmental Review Process

On April 3, 2014 the British Columbia Supreme Court released its decision in Ktunaxa Nation v. British Columbia (Forests, Lands and Natural Resource Operations), 2014 BCSC 568. The case concerned an application for judicial…more

Canada, Environmental Policies, Environmental Review, Freedom of Religion

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Paul Ivanoff

2014 Litigation Report: Managing Risk

In This Issue: Introduction; Food and Beverage Products: Managing Mounting Litigation Risk in the Food and Beverage Industry; Procurement Pitfalls: Best Practices to Manage Risk; Securities and Consumer Class Actions:…more

Canada, Class Action, Compliance, False Advertising, FDA

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Sandeep Joshi

Voluntary Restitution Programs and Class Action Exposure: Lessons from the Hyundai/Kia Consumer Class Action Settlements

In many misleading advertising and consumer protection cases, a company that discovers a regulatory breach will self-report to the Competition Bureau or other law enforcement agencies, and implement a voluntary compensation…more

Class Action, Employer Liability Issues, Hyundai, Kia, Restitution

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Aria Kashefi

Regulatory Changes Affecting Calculations for Capital Markets Participation Fees in Ontario

Effective April 1, 2013, important changes to the Ontario Securities Commission (the OSC) Rule 13-502 – Fees (the Rule), came into force. These changes introduced the concept of a “reference fiscal year” for purposes of…more

Canada, Capital Markets, Fees, Financial Regulatory Reform

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Stephanie Kauffman

Plan’s Funded Status Required to be Disclosed under Freedom of Information Request

Pension plan sponsors may be surprised to learn that information provided to pension regulators pursuant to statutory filing obligations could be more widely disclosed through an “access to information” request. In a recent…more

Disclosure Requirements, Employee Benefits, FIPPA, FOIA, Multi-Employer Pensions

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Colin Kelly

Ontario Employers Need to Revisit Crisis Management Procedures in Light of Court of Appeal Ruling

Employers should update their Crisis Management procedures and related training because the Court of Appeal has ruled that any critical injury at a workplace, whether suffered by a customer, visitor, or another employee, may…more

Crisis Management, OHSA, Reporting Requirements, Workplace Injury

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Gerard Kennedy

Supreme Court of Canada Affirms Lawfulness of Restrictive Covenants in Commercial Context

In Payette v. Guay inc. the Supreme Court of Canada unanimously upheld non-compete and non-solicit provisions in a contract arising from the sale of a business. The decision distinguishes between a restrictive covenant…more

Canada, Competition, Non-Compete Agreements, Non-Solicitation Agreements, Restrictive Covenants

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Jessica Kennedy

Changes to the Fisheries Act and Regulations to Come into Force on November 25, 2013

Federal Bills C-38 and C-45, both of which received royal assent in 2012, made several noteworthy changes to the Fisheries Act, including..…more

Canada, Fisheries Act

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Robert Khazam

Research Report: Canadian Governance Highlights from the 2013 Proxy Season

In This Issue: Say on Pay 2013: More Failures but Canada Continues Steadily on its Own Course; Notice and Access Arrives in Canada; Advance Notice Requirements for Director Nominations Take Off; and The Enhanced Quorum…more

Advance Notice, Board of Directors, Canada, Corporate Governance, Executive Compensation

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Maureen Killoran

2014 Litigation Report: Managing Risk

In This Issue: Introduction; Food and Beverage Products: Managing Mounting Litigation Risk in the Food and Beverage Industry; Procurement Pitfalls: Best Practices to Manage Risk; Securities and Consumer Class Actions:…more

Canada, Class Action, Compliance, False Advertising, FDA

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Richard King

Divisional Court Overturns Environmental Review Tribunal Decision and Allows Wind Project to Proceed

In an important decision for stakeholders in the Ontario renewable energy industry, the Divisional Court of Ontario overturned the July 2013 decision by the Environmental Review Tribunal (the ERT) in Ostrander Point. In its…more

Canada, Energy Policy, Renewable Energy, Wind Power

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Daniel Kirby

Divisional Court Overturns Environmental Review Tribunal Decision and Allows Wind Project to Proceed

In an important decision for stakeholders in the Ontario renewable energy industry, the Divisional Court of Ontario overturned the July 2013 decision by the Environmental Review Tribunal (the ERT) in Ostrander Point. In its…more

Canada, Energy Policy, Renewable Energy, Wind Power

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Breann Kirincich

Canadian Securities Regulators Issue Discussion Paper on Mutual Fund Fees

On December 13, 2012 the Canadian Securities Administrators (CSA) published Discussion Paper and Request for Comment 81-407 Mutual Fund Fees (Discussion Paper) focused on the regulation of mutual fund fees in Canada. The…more

Canadian Securities Administration, Investment Adviser, Mutual Funds

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Joshua Krusell

Ontario Court Recognizes “Light” as a Contaminant Under the Environmental Protection Act

In February 2013, Justice Green of the Ontario Court of Justice held that sunlight reflected from a building can be considered a contaminant under the Ontario Environmental Protection Act (EPA). Justice Green’s ruling, while…more

Canada, Contamination, Endangered Species, Environmental Protection Act, Light Pollution

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Marc Kushner

“Don’t Ask, Don’t Waive” Standstill Provisions and the Board’s Duty to Stay Informed

A trio of Delaware Court of Chancery rulings in 2012 have re-emphasized a target board’s duty to stay informed of material information throughout all stages of a transaction and have highlighted possible tensions between that…more

Celera, Complete Genomics, Fiduciary Duty, Shareholder Litigation, Shareholder Rights

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Nicole Kutlesa

Franchise Review Oct 2013 - Manitoba Becomes the Fourth Province to Enact Private Sector Privacy Law

On September 13, 2013, Manitoba’s Personal Information and Identity Theft Prevention Act (PIITP) received royal assent. Under the authority of the Manitoba Ombudsman’s Office, this legislation, once in force, will govern the…more

Canada, Data Breach, Data Collection, Franchises, Franchisors

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Kaeleigh Kuzma

Competition Bureau Releases Draft Updated Intellectual Property Enforcement Guidelines

On April 2, 2014, the Competition Bureau (Bureau) released draft updated Intellectual Property Enforcement Guidelines (Revised IPEGs) for a 60-day consultation period. The Revised IPEGs principally reflect the amendments to the…more

Canadian Intellectual Property Office, Competition, Competition Act, Enforcement Guidance, FTC

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Tara Kyluik

Alberta Securities Commission Decision Highlights the Importance of Context in Assessing Materiality

A recent decision of the Alberta Securities Commission addresses allegations of insider trading (and in the case of one respondent, tipping) against several senior officers of a public company and a spouse of an executive. In…more

Alberta Securities Commission, Disclosure Requirements, Insider Trading, Material Nonpublic Information

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Michelle Lally

Competition Bureau Releases Draft Updated Intellectual Property Enforcement Guidelines

On April 2, 2014, the Competition Bureau (Bureau) released draft updated Intellectual Property Enforcement Guidelines (Revised IPEGs) for a 60-day consultation period. The Revised IPEGs principally reflect the amendments to the…more

Canadian Intellectual Property Office, Competition, Competition Act, Enforcement Guidance, FTC

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Mable Lam

Mandatory Electronic Filing of Certain Documents with the OSC

The Ontario Securities Commission (OSC) recently announced the adoption of OSC Rule 11-501, Electronic Delivery of Documents to the Ontario Securities Commission (Rule). The Rule mandates electronic filing (via an online web…more

Canada, Electronic Filing, Filing Requirements, Securities

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Rob Lando

When Do Canada’s Prospectus Requirements Apply? - The Canadian Way – Your Guide to Canada’s Securities Laws: Volume 1, Number 8 – November 8, 2013

It’s no surprise that the prospectus requirements of Canada’s securities laws – that is, the need to use a Canadian prospectus or rely on a prospectus exemption – apply when a Canadian issuer sells securities to investors in…more

Canada, Investors, Prospectus, Sales

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Desmond Lee

Proposed IIROC Guidance on Underwriting Due Diligence Will Focus Dealers on Policies, Procedures and Record-Keeping

IIROC (Investment Industry Regulatory Organization of Canada) has issued for comment its long-awaited guidance to underwriters carrying out due diligence in connection with public offerings of securities. This initiative was one…more

Canada, Due Diligence, Underwriting

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Simon Leith

Corporate Review - November 2013: Proposed Changes to Auditor Oversight Rules Will Alter Information Provided to Audit Committees and Regulators

The Canadian Securities Administrators (CSA) has proposed revisions to National Instrument 52-108, Auditor Oversight, to alter the level of disclosure that audit firms are required to make to securities regulators and the audit…more

Auditors, Audits, Canada, Compliance, Oversight Committee

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Paul Litner

Ratansi: Court Clarifies Treatment of Employees Who Are Transferred as Part of Transaction

The Ontario Divisional Court’s recent judgment in Ontario Pension Board v. Ratansi has overturned an earlier decision of the Financial Services Tribunal and restored an understanding established by previous Tribunal precedents…more

Employee Transfers, Pensions

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Andrea Lockhart

Oil and Gas Lease a Proprietary Interest Under the Alberta PPSA

Last week we discussed the decision of the Alberta Court of Queen’s Bench in Kasten Energy Inc. v. Shamrock Oil & Gas Ltd., 2013 ABQB 63 and, in particular, the Court’s concise summary of the applicable test for the appointment…more

Canada, GSA, Leases, Oil & Gas, Personal Property Security Act

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Craig Lockwood

2014 Litigation Report: Managing Risk

In This Issue: Introduction; Food and Beverage Products: Managing Mounting Litigation Risk in the Food and Beverage Industry; Procurement Pitfalls: Best Practices to Manage Risk; Securities and Consumer Class Actions:…more

Canada, Class Action, Compliance, False Advertising, FDA

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Larry Lowenstein

2014 Litigation Report: Managing Risk

In This Issue: Introduction; Food and Beverage Products: Managing Mounting Litigation Risk in the Food and Beverage Industry; Procurement Pitfalls: Best Practices to Manage Risk; Securities and Consumer Class Actions:…more

Canada, Class Action, Compliance, False Advertising, FDA

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Patrick Lupa

Canadian Securities Regulators Delay Implementation of Derivatives Trade Reporting

Canadian securities regulators announced today that trade reporting requirements for over-the-counter (OTC) derivatives transactions that involve “local counterparties” in the provinces of Ontario, Québec and Manitoba will now…more

Canada, Derivatives, OTC, Reporting Requirements, Trade Policy

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James Lurie

NASDAQ Amending Compensation Committee Director Independence Requirements

On November 26, 2013, the NASDAQ Stock Market LLC (Nasdaq) filed with the Securities and Exchange Commission (SEC) proposed amendments to its listing rules on compensation committee composition to, among other things, replace…more

Board of Directors, Canada, Compensation Committee, Disclosure Requirements, Fees

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Andrew MacDougall

The Corporate Governance Review: Chapter 4: Canada

OVERVIEW OF GOVERNANCE REGIME - Canada’s system of corporate governance is derived from the British common law model and strongly influenced by developments in the United States. While corporate governance practices in…more

Activist, Audits, Board of Directors, Canada, Canadian Securities Administration

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Suzanne MacMillan

Draft Regulations Released for Deposits of Deleterious Substances under the Fisheries Act

One of the most significant provisions in the federal Fisheries Act is the prohibition in section 36(3) against releasing deleterious substances into waters frequented by fish. This prohibition has been interpreted broadly by…more

Chemicals, Contamination, Discharge of Pollutants, Fisheries Act, Water

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Tristram Mallett

Procurement and the Competition Act: Recent Guidance from the Alberta Court of Appeal

In a recent ruling involving a joint purchase agreement, the Alberta Court of Appeal held that an agreement between competitors in the oil and gas industry to exclusively use one supplier over another did not constitute an…more

Canada, Competition, Competition Act, Conspiracies, Joint Purchasing Programs

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Jonathan Marin

CAPSA Releases Final Guideline re DC Plans – Plan Administrators May Need to “Up Their Game” Regarding Communication of De-Accumulation Options

On March 28, 2014, the Canadian Association of Pension Supervisory Authorities (CAPSA) released the Defined Contribution (DC) Pension Plans Guideline (CAPSA previously released a draft for comment in July 2012). While CAPSA’s…more

Canada, Employee Benefits, Pensions

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Patrick Marley

Canada Signs FATCA Intergovernmental Agreement with the United States

Canada and the United States announced on February 5, 2014, that they had signed a long-awaited intergovernmental agreement (Canada–U.S. IGA) that dramatically expands the sharing of tax-related information between the…more

Canada, FATCA, IGAs, Income Taxes, Tax Evasion

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Douglas Marshall

Capital Markets Report -- 2014

In This Issue: Introduction; Chapter 1 - The Maturing Market for Shareholder Activism in Canada; Chapter 2 - The Year the Music Stopped – The Precipitous Decline in SOE Investment in Canada’s Oil and Gas Sector in 2013;…more

Canada, Energy, Energy Policy, Liquid Natural Gas, Natural Gas

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Martin McGregor

Canadian Securities Regulators Delay Implementation of Derivatives Trade Reporting

Canadian securities regulators announced today that trade reporting requirements for over-the-counter (OTC) derivatives transactions that involve “local counterparties” in the provinces of Ontario, Québec and Manitoba will now…more

Canada, Derivatives, OTC, Reporting Requirements, Trade Policy

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Andrew McGuffin

Canada’s 2014 Budget Proposals on Back-to-Back Loans

The 2014 Canadian federal budget (Budget 2014) proposes to introduce to the Income Tax Act (Canada) (ITA) new anti-avoidance provisions regarding “back-to-back loans” that, where applicable, may affect the deductibility of…more

Canada, Federal Budget, Income Taxes

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Ian McSweeney

Which Canadian jurisdictions are examining Target Benefit Plans? An update from Ian McSweeney

Ian McSweeney, Osler Partner, Pensions & Benefits, discusses the status of Target Benefit Plans in Canada…more

Benefit Plan Sponsors, Canada, Employee Benefits

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Matias Milet

Implications for Private Equity Funds of Canada’s Budget 2014 Proposed Anti-Treaty-Shopping Measures

This Update concerns a measure proposed in Canada’s federal budget for 2014, tabled by the Minister of Finance on February 11, 2014 (Budget 2014), relating to treaty shopping that may affect private equity (PE) funds investing…more

Canada, Foreign Policy, Private Equity, Private Equity Funds

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Dominic Mochrie

Top Six Frequently Asked Questions About the AODA for Franchisors and Franchisees

In Ontario, the Accessibility Directorate of Ontario has been increasingly active in pursuing enforcement actions against organizations that have not complied with their requirements under the Accessibility for Ontarians with…more

Audits, Canada, Compliance, Disability Discrimination, Franchises

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Paul Morassutti

Appeal Court Confirms That Innocent Party Must Clean Up Pollution

In a decision in Kawartha Lakes (City) v. Ontario (Environment), on May 10, 2013, the Ontario Court of Appeal unanimously dismissed the appeal of the City of Kawartha Lakes (the City), which sought to overturn a decision of the…more

Canada, Contaminated Properties, Environmental Protection Act

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Eric Morgan

Canada Ratifies the ICSID Convention: Enhancing Legal Rights and Protections for Canadian Investments Abroad

Introduction - If the effectiveness of any dispute-settlement process is to be measured by the existence of impartial and well-defined rules, finality of the outcome and enforceability of the decision, Canada’s…more

Canada, Foreign Investment, ICSID, Investors

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Kevin Morley

Lending in Canada – Key Issues for Foreign Entities

This guide considers some of the key issues related to lending activities in Canada by foreign entities. Part I discusses the regulatory environment in which the foreign lender might be considered a “foreign bank” for the…more

Canada, Foreign Banks, Lending

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David Morritt

Supreme Court Clarifies “Unlawful Means” Requirement in Tort of Unlawful Interference with Economic Relations

On January 31, 2014, the Supreme Court of Canada released its unanimous decision in A.I. Enterprises Ltd. v. Bram Enterprises Ltd., clarifying and narrowing the common law tort of unlawful interference with economic relations…more

Canada, SCC, Tortious Interference

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Christopher Murray

2012 Capital Markets Review

2012 Capital Markets Review - Our Capital Markets Review is well established as one of Osler’s most popular publications. It contains our analysis of events that have affected the Canadian capital markets during the past…more

Corporate Governance, IPO, Mining, Natural Gas, Oil & Gas

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Christopher Naudie

Toronto Real Estate Board Heads Back to the Competition Tribunal

On February 3, 2013, the Federal Court of Appeal released a significant ruling that reversed the Competition Tribunal’s earlier finding that the abuse of dominance provisions of the Competition Act do not apply to the Toronto…more

Abuse of Dominance, Canada, Real Estate Market

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Gord Nettleton

2012 Capital Markets Review

2012 Capital Markets Review - Our Capital Markets Review is well established as one of Osler’s most popular publications. It contains our analysis of events that have affected the Canadian capital markets during the past…more

Corporate Governance, IPO, Mining, Natural Gas, Oil & Gas

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Kevin O’Brien

Ontario Court of Appeal Addresses Important Questions for Securities Class Action Claims, Overrules Its Prior Decision Enforcing Limitation Periods

In Green v. CIBC, released on February 3, 2014, a specially convened five-judge panel of the Court of Appeal for Ontario addressed important issues for securities class actions across Canada…more

Canada, Class Action, Ontario Securities Commission, Securities Litigation, Statute of Limitations

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Terri-Lee Oleniuk

Aboriginal Consultation Levy Act Passes Quickly Through the Alberta Legislature

The Aboriginal Consultation Levy Act, Bill 22, received royal assent on May 27, 2013. Bill 22 was recently introduced into the Alberta Legislature by the Aboriginal Relations Minister in an effort to provide Aboriginal groups in…more

Aboriginal Issues, Canada, New Legislation

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Matthew Oliver

CSA Releases Crowdfunding Proposals for Comment

On March 20, 2014, the Canadian Securities Administrators (CSA) published a notice (the CSA Notice) announcing the release for comment of two proposed equity crowdfunding prospectus exemptions. Some provincial securities…more

Canada, Canadian Securities Administration, Crowdfunding

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François Paradis

Québec Finally Adopts its Reform of the Mining Act

The English version will be available soon. Le 10 décembre 2013, le Projet de loi no 70 – Loi modifiant la Loi sur les mines (le « Projet de loi 70 »), qui avait été déposé par la Ministre des Ressources naturelles (la «…more

Canada, Quebec Mining Act

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Mary Paterson

Supreme Court Clarifies “Unlawful Means” Requirement in Tort of Unlawful Interference with Economic Relations

On January 31, 2014, the Supreme Court of Canada released its unanimous decision in A.I. Enterprises Ltd. v. Bram Enterprises Ltd., clarifying and narrowing the common law tort of unlawful interference with economic relations…more

Canada, SCC, Tortious Interference

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Sonja Pavic

Canada's Ambitious Free Trade Agenda: The Recently Concluded Canada-Korea Free Trade Agreement

On March 11, 2014, the Canadian government announced that it had concluded a new free trade agreement with South Korea following negotiations that have lasted for over nine years. This agreement is stated to be part of the…more

Canada, Free Trade Agreement, Trade Policy

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Michael Podolny

Lending in Canada – Key Issues for Foreign Entities

This guide considers some of the key issues related to lending activities in Canada by foreign entities. Part I discusses the regulatory environment in which the foreign lender might be considered a “foreign bank” for the…more

Canada, Foreign Banks, Lending

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Éric Préfontaine

No More Room at the Counsel Table: Québec Appeal Court Rejects Intervenor Status for Canadian Franchise Association in the Dunkin’ Donuts Case

In a decision released on May 10, 2013, Justice Gascon of the Québec Court of Appeal dismissed the Canadian Franchise Association’s (CFA’s) motion for leave to intervene in ongoing proceedings between Dunkin’ Brands Canada Ltd…more

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Emmanuel Pressman

New Rights Plan and Defensive Tactics Proposals Shift Canadian M&A Landscape

A newly-proposed Canadian Securities Administrators (CSA) rule on shareholder rights plans and an alternative proposal on defensive tactics from the Autorité des marchés financiers (AMF) of Quebec would, if adopted, each result…more

Board of Directors, Canada, Canadian Securities Administration, Corporate Governance, Hostile Takeover

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Tamara Prince

Franchise Review Oct 2013 - Franchising in Alberta: Only One Signature on the Franchisor’s Certificate Is Still Fatally Deficient

Alberta courts have recently upheld the strict disclosure requirements confirmed by the Alberta Court of Appeal in Hi Hotel Limited Partnership v. Holiday Hospitality Franchising Inc., 2008 ABCA 276 (Hi Hotel). In 1448244…more

Canada, Duty to Disclose, Franchise Agreements, Franchises

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Wela Quan

New Disclosure Requirements under the Iran Threat Reduction and Syria Human Rights Act of 2012

In August 2012, President Obama signed into law the Iran Threat Reduction and Syria Human Rights Act of 2012 (the IRT Act). The IRT Act significantly expands U.S. sanctions against Iran by, among other things, (i) adding new…more

Sanctions, SEC, The IRT Act

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Julien Ranger

Quebec Releases Draft Voluntary Retirement Savings Plan Regulations

On March 12, 2014, the Quebec government released draft regulations (pdf) that are required to complete the new legal framework for the establishment of voluntary retirement savings plans (VRSPs) in Quebec effective July 1,…more

Canada, Retirement Plan, Savings Plans

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Lindsay Rauccio

Ontario Superior Court of Justice Denies a Municipality’s Attempt to Effectively Prohibit Wind Turbines

In Wainfleet Wind Energy Inc. v. Township of Wainfleet, the Ontario Superior Court of Justice struck down the Township of Wainfleet’s municipal by-law requiring industrial wind turbines to have a minimum two-kilometre setback…more

Bylaws, Canada, Local Ordinance, Municipalities, Renewable Energy

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Rebecca Reasner

Court Decision Emphasizes the Importance of a Preventive System in Discharging Environmental and Health and Safety Obligations

In a recent decision, the Ontario Court of Justice convicted Sunrise Propane Energy Group Inc. and 1367229 Ontario Inc. (the Companies), and their directors, Shay Ben-Moshe and Valery Belahov (the Directors), of multiple…more

Canada, Due Diligence, EPA, Healthcare, OHSA

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Aislinn Reid

Franchise Review - Oct 2013: Franchising in the Courts

Apblouin Imports Ltd. v. Global Diaper Services Inc.: Reminder to Franchisors of the Importance of Strict Compliance with Disclosure Requirements - In Apblouin Imports Ltd. v. Global Diaper Services Inc., the Ontario…more

Class Action, Disclosure Requirements, Franchises, Franchisors, Good Faith

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Graham Reynolds

Supreme Court Requires Warrant to Search Computer Content

Background - In R. v. Vu, the property owner was criminally charged with production of marijuana, possession of marijuana for the purpose of trafficking and theft of electricity. The police had obtained a warrant…more

Canada, Drug Trafficking, Evidence, Marijuana, SCC

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Douglas Rienzo

Ontario Introduces PBA Amendments in Response to Carrigan Case

Last year, the Ontario Court of Appeal surprised many in the pension industry with its decision in Carrigan v. Carrigan Estate, which essentially established a new priority scheme for the payment of pre-retirement death benefits…more

Beneficiaries, Canada, Death Benefits, Pension Benefits Act, Pensions

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Shuli Rodal

Competition Bureau Releases Consultation Draft of Price Maintenance Enforcement Guidelines

On March 20, 2014, the Competition Bureau (Bureau) released for public comment draft enforcement guidelines on the price maintenance provisions found in section 76 of the Competition Act (Draft Guidelines). The Draft Guidelines…more

Canada, Competition Act

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Donald Ross

2012 Capital Markets Review

2012 Capital Markets Review - Our Capital Markets Review is well established as one of Osler’s most popular publications. It contains our analysis of events that have affected the Canadian capital markets during the past…more

Corporate Governance, IPO, Mining, Natural Gas, Oil & Gas

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Karin Sachar

Conflicting Results from Ontario Appellate Courts in Motions to Strike Claims in Proposed Class Actions

Ontario’s appellate courts have released two decisions in the past week addressing the issue of when claims ought to be struck in the context of proposed class proceedings for failing to disclose a cause of action. First, a…more

AstraZeneca, Class Action, Class Certification, Motion To Strike, Sun Life Assurance Company of Canada

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Jacob Sadikman

Divisional Court Overturns Environmental Review Tribunal Decision and Allows Wind Project to Proceed

In an important decision for stakeholders in the Ontario renewable energy industry, the Divisional Court of Ontario overturned the July 2013 decision by the Environmental Review Tribunal (the ERT) in Ostrander Point. In its…more

Canada, Energy Policy, Renewable Energy, Wind Power

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Matthew Sadofsky

SEC’s Proposed CEO Pay Ratio Disclosure Rule: What You Need to Know

On September 18, 2013, the Securities and Exchange Commission (SEC) released its proposal for additional executive compensation disclosure that, if adopted, will require U.S. domestic public companies to calculate and disclose…more

CEOs, Disclosure Requirements, Dodd-Frank, Executive Compensation, Pay Ratio

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Janet Salter

Cybersecurity Considerations for Public Companies

Recent developments, including a barrage of cyber-attacks and revelations related to state-sponsored monitoring of electronic systems, have resulted in heightened interest by businesses and regulators about cybersecurity. The…more

Canada, Cyber Attacks, Cybersecurity, Data Protection

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Vitale Santoro

The Government of Québec Unveils Proposals to Preserve Head Office Jobs in the Province

On February 20, 2014, the government of Québec tabled its 2014-2015 budget in which it stated that it may enact amendments to Québec’s Business Corporations Act (Québec Act) intended to protect Québec incorporated businesses…more

Business Corporation Act, Canada, Corporate Governance

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Taylor Schappert

British Columbia’s Supreme Court Considers the Duty to Consult in the Context of an Environmental Review Process

On April 3, 2014 the British Columbia Supreme Court released its decision in Ktunaxa Nation v. British Columbia (Forests, Lands and Natural Resource Operations), 2014 BCSC 568. The case concerned an application for judicial…more

Canada, Environmental Policies, Environmental Review, Freedom of Religion

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Gillian Scott

Franchise Review - Oct 2013: Franchising in the Courts

Apblouin Imports Ltd. v. Global Diaper Services Inc.: Reminder to Franchisors of the Importance of Strict Compliance with Disclosure Requirements - In Apblouin Imports Ltd. v. Global Diaper Services Inc., the Ontario…more

Class Action, Disclosure Requirements, Franchises, Franchisors, Good Faith

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Edward Sellers

Former Directors and Officers of Bankrupt Company Reach $4.75 Million Settlement with the Ministry of Environment over Cleanup Orders

On October 28, 2013, the Ontario Ministry of the Environment (MOE) announced that it had reached a settlement with the former directors and officers of Northstar Aerospace whereby those former directors and officers agreed to…more

Canada, Directors, Environmental Claims, Environmental Liability, Environmental Protection Act

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Ward Sellers

Equity Crowdfunding: OSC Releases Progress Report on Its Exempt Market Review

On August 28, 2013, the Ontario Securities Commission (OSC) released OSC Notice 45-712 – Progress Report on Review of Prospectus Exemptions to Facilitate Capital Raising (the Progress Report). The Progress Report summarizes the…more

Crowdfunding, Funding, OSC, Small Business, SMEs

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Paul Seraganian

Canada Signs FATCA Intergovernmental Agreement with the United States

Canada and the United States announced on February 5, 2014, that they had signed a long-awaited intergovernmental agreement (Canada–U.S. IGA) that dramatically expands the sharing of tax-related information between the…more

Canada, FATCA, IGAs, Income Taxes, Tax Evasion

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David Stamp

Supreme Court of Canada Affirms Lawfulness of Restrictive Covenants in Commercial Context

In Payette v. Guay inc. the Supreme Court of Canada unanimously upheld non-compete and non-solicit provisions in a contract arising from the sale of a business. The decision distinguishes between a restrictive covenant…more

Canada, Competition, Non-Compete Agreements, Non-Solicitation Agreements, Restrictive Covenants

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Jana Steele

Big Changes for Alberta Public Sector Pension Plans

On April 16, 2014, the government of Alberta tabled Bill 9, Public Sector Pension Plans Amendment Act, 2014 (Bill 9), which proposes significant changes to public sector pension plans in Alberta. In this blog post, I will…more

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Tim Syer

Important Changes to Canada’s Offshore Oil and Gas Regime

Background - The Minister of Natural Resources introduced legislation on Thursday, January 30, 2014 that would see important changes to Canada’s offshore oil and gas regime. The Energy Safety and Security Act (the Act)…more

Canada, Offshore Drilling, Oil & Gas

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Evan Thomas

Canada’s Supreme Court Reshapes Consumer Class Actions and Clarifies the Test for Certification Across Canada

Yesterday, the Supreme Court of Canada released a trilogy of long-awaited class certification rulings that realigned the ground rules for the certification of consumer class actions in Canada, particularly in cases involving…more

Canada, Class Action, Class Certification, Competition, Jurisdiction

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Lauren Tomasich

The Supreme Court Weighs in on the Balance of Private Interests Versus the Public Good in Nuisance

On March 7, 2013, the Supreme Court of Canada released its decision in Antrim Truck Centre Ltd. v. Ontario (Transportation), 2013 SCC 13. In Antrim, the Ontario government built a new highway which effectively put a truck stop…more

Injurious Affection, Nuisance, Public Projects

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Mark Trachuk

Exchangeable Share Structures Revisited

Exchangeable share structures have been a fixture in structuring cross-border share exchange mergers and acquisitions involving Canadian corporations for decades. Although the Canadian government previously announced plans to…more

Canada, Cross-Border, Dividends, Right of Redemption, Shareholders

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Frank Turner

Capital Markets Report -- 2014

In This Issue: Introduction; Chapter 1 - The Maturing Market for Shareholder Activism in Canada; Chapter 2 - The Year the Music Stopped – The Precipitous Decline in SOE Investment in Canada’s Oil and Gas Sector in 2013;…more

Canada, Energy, Energy Policy, Liquid Natural Gas, Natural Gas

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George Valentini

Ontario Court Recognizes “Light” as a Contaminant Under the Environmental Protection Act

In February 2013, Justice Green of the Ontario Court of Justice held that sunlight reflected from a building can be considered a contaminant under the Ontario Environmental Protection Act (EPA). Justice Green’s ruling, while…more

Canada, Contamination, Endangered Species, Environmental Protection Act, Light Pollution

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Lesha Van Der Bij

CRA Announcements re Regulation of Registered Pension Plans

The Canada Revenue Agency’s (CRA) Registered Plans Directorate (RPD) recently made two announcements that plan sponsors and administrators should be aware of: (i) a project to assess the compliance of DB plans; and (ii) a…more

Benefit Plan Sponsors, Compliance, CRA, Employee Benefits, Pensions

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Elizabeth Walker

The Corporate Governance Review: Chapter 4: Canada

OVERVIEW OF GOVERNANCE REGIME - Canada’s system of corporate governance is derived from the British common law model and strongly influenced by developments in the United States. While corporate governance practices in…more

Activist, Audits, Board of Directors, Canada, Canadian Securities Administration

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Michael Watts

Safety Inspection Blitzes for the Health Care Sector

The Ministry of Labour (MOL) has announced that inspectors will be conducting safety inspection blitzes on workplace violence in February/March of this year, focusing on health care sector workplaces, which include hospitals,…more

Domestic Violence, Harassment, Healthcare, OHSA, Risk Assessment

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Allan Wells

Preparing for the 2014 AODA Requirements – Does Your Organization Have a Compliance Strategy?

Most organizations in Ontario that have at least one employee and provide goods, services or facilities are required to comply with certain requirements under the Accessibility for Ontarians with Disabilities Act (AODA) and its…more

Accessibility Rules, AODA, Canada, Disability, Fines

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Patrick Welsh

Canada's Ambitious Free Trade Agenda: The Recently Concluded Canada-Korea Free Trade Agreement

On March 11, 2014, the Canadian government announced that it had concluded a new free trade agreement with South Korea following negotiations that have lasted for over nine years. This agreement is stated to be part of the…more

Canada, Free Trade Agreement, Trade Policy

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Donna White

Government Tables Five Intellectual Property Treaties

On January 27, 2014, the Parliamentary Secretary to the Minister of Foreign Affairs, David Anderson tabled five previously concluded intellectual property treaties in the House of Commons including the..…more

Canada, Patent Cooperation Treaty, Patent Law Treaty, Patents

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J. Bradley White

Government Tables Five Intellectual Property Treaties

On January 27, 2014, the Parliamentary Secretary to the Minister of Foreign Affairs, David Anderson tabled five previously concluded intellectual property treaties in the House of Commons including the..…more

Canada, Patent Cooperation Treaty, Patent Law Treaty, Patents

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Kevin Whittam

Global Systemically Important Banks – Public Disclosure Requirements

The Office of the Superintendent of Financial Institutions Canada (OSFI) has issued an Advisory, “Global systemically important banks – Public disclosure requirements”, which clarifies the implementation in Canada of the annual…more

Banks, Canada, Foreign Banks, Global Economy

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Blair Wiley

Canadian Securities Regulators Delay Implementation of Derivatives Trade Reporting

Canadian securities regulators announced today that trade reporting requirements for over-the-counter (OTC) derivatives transactions that involve “local counterparties” in the provinces of Ontario, Québec and Manitoba will now…more

Canada, Derivatives, OTC, Reporting Requirements, Trade Policy

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Heidi Wong

Research Report: Canadian Governance Highlights from the 2013 Proxy Season

In This Issue: Say on Pay 2013: More Failures but Canada Continues Steadily on its Own Course; Notice and Access Arrives in Canada; Advance Notice Requirements for Director Nominations Take Off; and The Enhanced Quorum…more

Advance Notice, Board of Directors, Canada, Corporate Governance, Executive Compensation

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Simon Wormwell

Canadian Banks Ranked as Soundest in World Economic Forum’s Global Competitiveness Report

The World Economic Forum has released The Global Competitiveness Report 2013-2014. Canada has again ranked highest in the category “Soundness of Banks”, the sixth consecutive time that Canadian banks have ranked highest in this…more

Banks, Canada

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Gregory Wylie

Canada’s 2014 Budget Proposals on Back-to-Back Loans

The 2014 Canadian federal budget (Budget 2014) proposes to introduce to the Income Tax Act (Canada) (ITA) new anti-avoidance provisions regarding “back-to-back loans” that, where applicable, may affect the deductibility of…more

Canada, Federal Budget, Income Taxes

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Robert Yalden

The Corporate Governance Review: Chapter 4: Canada

OVERVIEW OF GOVERNANCE REGIME - Canada’s system of corporate governance is derived from the British common law model and strongly influenced by developments in the United States. While corporate governance practices in…more

Activist, Audits, Board of Directors, Canada, Canadian Securities Administration

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Frank Zaid

Franchise Review - Oct 2013: Best Practices

Tips on Drafting Arbitration Clauses - Resolving a dispute through arbitration can be faster, cheaper and more confidential than doing so through litigation. If the arbitration clause is not properly drafted, however,…more

Arbitration, Arbitration Agreements, Canada, Franchise Agreements, Franchises

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Kashif Zaman

Global Systemically Important Banks – Public Disclosure Requirements

The Office of the Superintendent of Financial Institutions Canada (OSFI) has issued an Advisory, “Global systemically important banks – Public disclosure requirements”, which clarifies the implementation in Canada of the annual…more

Banks, Canada, Foreign Banks, Global Economy

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