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Toronto, ON M5X 1B8, Canada

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Inversion Transactions Likely to Continue and Expand into Other Markets and Industries

During recent months there has been a surge in cross-border M&A activity in which U.S. and non-U.S. companies combine in so-called inversion transactions. Examples of these transactions are Endo International’s acquisition of…more

Acquisitions, Canada, Corporate Taxes, Cross-Border Transactions, Foreign Corporations

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Plan Nord: Québec Liberal Government Relaunches the Plan Nord

On June 4, 2014, the first budget (Budget) of the new Liberal government, in power since April 7, 2014, was tabled in the Québec National Assembly. The Budget provides for certain measures to relaunch the Plan Nord, as announced…more

Canada, Economic Development, Federal Budget, Infrastructure, Public Transit

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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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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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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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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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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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Provincial Jurisdiction Confirmed Regarding Treaty Rights – Supreme Court of Canada’s Keewatin Decision

In Grassy Narrows First Nation v Ontario (Natural Resources), 2014 SCC 48 (Decision), also known as the Keewatin Decision, the Supreme Court of Canada (SCC) confirmed that provinces have the power to take up treaty lands for…more

Aboriginal Issues, Canada, Natural Resources, SCC

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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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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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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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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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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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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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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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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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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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Debate Continues Regarding Proposed Cooperative Capital Markets Regulatory System

On July 9, 2014, on what Finance Minister Joe Oliver called “a landmark day” for reforming Canada’s capital markets regulatory regime, the federal government announced that Saskatchewan and New Brunswick had agreed to join…more

Canada, Capital Markets, CCMR, Financial Regulatory Reform

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Generic Drug Company Licensees Avoid Patented Medicines Price Oversight

In nearly identical decisions released on May 27, 2014, Sandoz Canada Inc v Canada, 2014 FC 501 (Sandoz) and ratiopharm Inc v Canada, 2014 FC 502 (ratiopharm), the Federal Court of Canada held that some licensees of patents…more

Canada, Generic Drugs, Patents, Pharmaceutical, Pharmaceutical Patents

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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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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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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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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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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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The Ambushed Fiduciary: Does Authority over a Corporate Account Cross the Line?

Corporate officers can wear two hats under ERISA: the corporate officer hat or the ERISA fiduciary hat. Actions taken wearing the corporate officer hat are traditionally not fiduciary functions. The courts recognize that…more

Benefit Plan Sponsors, Corporate Officers, Employee Benefits, Employer Contributions, ERISA

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Ontario Court Considers Content of Implied Duty of Good Faith in Business Negotiations

In a recent motion seeking an interlocutory injunction to restrain the sale of a business, Justice Wilton-Siegel considered the content of an implied duty of good faith. In SCM Insurance Services Inc. v. Medisys Corporate Health…more

Acquisitions, Canada, Contract Negotiations, Good Faith, Interlocutory Injunctions

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Less than a Month to Go: Top Six Tips on Mandatory Occupational Health and Safety Training in Ontario

Effective July 1, 2014, employers in Ontario will be required to ensure that all workers and supervisors have completed a basic occupational health and safety awareness training program as soon as practicable, pursuant to the…more

Canada, Compliance, Corporate Fines, OHSA, Posting Requirements

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Prepaid Payment Products Regulations Coming into Force

Today (May 1, 2014), the Prepaid Payment Products Regulations (the “Regulations”) will come into force. The Regulations cover prepaid cards and other prepaid payment products (“Products”) issued by federally regulated financial…more

American Express, Banks, Disclosure Requirements, MasterCard, New Regulations

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OSC Rejection of Insider Trading Allegations Emphasizes Prosecution Difficulties

On August 26, 2014, a panel of the Ontario Securities Commission (the “panel”) released its highly anticipated decision involving allegations of insider trading, tipping and conduct contrary to the public interest in connection…more

Hostile Takeover, Illegal Tipping, Insider Trading, Mining, OSC

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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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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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Canadian Securities Administrators Propose Significant Amendments to Take-Over Bid Regime

The Canadian Securities Administrators (CSA) have announced that they intend to publish for comment amendments (the Proposed Bid Amendments) that, if implemented, will result in significant changes to the take-over bid regime in…more

Canada, Proposed Amendments, Public Comment, Securities, Takeover Bids

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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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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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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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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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Take Note: Canada’s Notice and Notice Regime Is Coming into Force

In a statement dated June 17, 2014, the Canadian government announced the coming into force of Canada’s new Notice and Notice regime, included as part of The Copyright Modernization Act (which provides for the most recent…more

Canada, Compliance, Copyright, Notice Requirements

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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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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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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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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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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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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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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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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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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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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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Québec Court of Appeal Decision Results in Significant Victory for Franchisors

In a victory for franchisors, the Québec Court of Appeal confirmed the application of the doctrine of the indivisibility of contracts in a franchise context, supporting significant retroactive royalty awards for breaches of…more

Appeals, Breach of Contract, Canada, Franchise Agreements, Franchises

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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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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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U.S. Appellate Court Overturns Decision Rejecting SEC’s No-Contest Settlement

The United States Court of Appeals for the Second Circuit held on June 4, 2014 that the U.S. Southern District Court of New York “abused its discretion” when it refused to approve a “no-contest” settlement agreement between the…more

Canada, Citigroup, Enforcement Actions, No Contest Clause, Non-Judicial Settlement Agreements

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Federal Court Revokes Darlington Nuclear Preparation Licence Based on “Gaps” in Environmental Assessment

In a rare (and over 200-page) decision, the Federal Court of Canada revoked the Licence given to Ontario Power Generation (OPG) to construct new nuclear generation units at the existing Darlington nuclear facility, and ordered…more

Canada, Energy, Environmental Assessments, Nuclear Power

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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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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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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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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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“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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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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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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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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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 »

Canadian Securities Administrators Propose Significant Amendments to Take-Over Bid Regime

The Canadian Securities Administrators (CSA) have announced that they intend to publish for comment amendments (the Proposed Bid Amendments) that, if implemented, will result in significant changes to the take-over bid regime in…more

Canada, Proposed Amendments, Public Comment, Securities, Takeover Bids

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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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Ontario Court Considers Content of Implied Duty of Good Faith in Business Negotiations

In a recent motion seeking an interlocutory injunction to restrain the sale of a business, Justice Wilton-Siegel considered the content of an implied duty of good faith. In SCM Insurance Services Inc. v. Medisys Corporate Health…more

Acquisitions, Canada, Contract Negotiations, Good Faith, Interlocutory Injunctions

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Not Every Fact Is a “Material Fact”

Canadian franchise laws require that all material facts relating to the franchise be included in a franchise disclosure document. After more than 10 years of judicial interpretation and application of franchise laws, many…more

Canada, Disclosure, Evidence, Franchise Agreements, Franchises

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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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Plan Nord: Québec Liberal Government Relaunches the Plan Nord

On June 4, 2014, the first budget (Budget) of the new Liberal government, in power since April 7, 2014, was tabled in the Québec National Assembly. The Budget provides for certain measures to relaunch the Plan Nord, as announced…more

Canada, Economic Development, Federal Budget, Infrastructure, Public Transit

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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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Federal Court Revokes Darlington Nuclear Preparation Licence Based on “Gaps” in Environmental Assessment

In a rare (and over 200-page) decision, the Federal Court of Canada revoked the Licence given to Ontario Power Generation (OPG) to construct new nuclear generation units at the existing Darlington nuclear facility, and ordered…more

Canada, Energy, Environmental Assessments, Nuclear Power

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R. v. Mian (SCC): Powers of an Appellate Court to Raise New Issues on Appeal

In R. v. Mian, released on September 12, 2014, the Supreme Court of Canada considered the issue of an appellate court’s ability to raise new grounds of appeal and identified factors that should guide a court in doing so…more

Appeals, Canada

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Canadian Securities Administrators Propose Significant Amendments to Take-Over Bid Regime

The Canadian Securities Administrators (CSA) have announced that they intend to publish for comment amendments (the Proposed Bid Amendments) that, if implemented, will result in significant changes to the take-over bid regime in…more

Canada, Proposed Amendments, Public Comment, Securities, Takeover Bids

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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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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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Ontario Court Of Appeal Upholds Finding of Breach of Fiduciary Duty Respecting Executive Compensation

The Ontario Court of Appeal recently upheld a trial court decision which concluded that the CEO, who was also a director, breached his fiduciary duty to the corporation when the directors of Unique Broadband Systems, Inc…more

Appeals, Breach of Duty, Canada, Executive Compensation, Fiduciary Duty

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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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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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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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Canadian Securities Administrators Propose Significant Amendments to Take-Over Bid Regime

The Canadian Securities Administrators (CSA) have announced that they intend to publish for comment amendments (the Proposed Bid Amendments) that, if implemented, will result in significant changes to the take-over bid regime in…more

Canada, Proposed Amendments, Public Comment, Securities, Takeover Bids

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Prepaid Payment Products Regulations Coming into Force

Today (May 1, 2014), the Prepaid Payment Products Regulations (the “Regulations”) will come into force. The Regulations cover prepaid cards and other prepaid payment products (“Products”) issued by federally regulated financial…more

American Express, Banks, Disclosure Requirements, MasterCard, New Regulations

See All Updates »

Generic Drug Company Licensees Avoid Patented Medicines Price Oversight

In nearly identical decisions released on May 27, 2014, Sandoz Canada Inc v Canada, 2014 FC 501 (Sandoz) and ratiopharm Inc v Canada, 2014 FC 502 (ratiopharm), the Federal Court of Canada held that some licensees of patents…more

Canada, Generic Drugs, Patents, Pharmaceutical, Pharmaceutical Patents

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OSFI Issues Guidance on When a Limited Partnership Meets Definition of “Pooled Fund” or “Mutual Fund”

The Office of the Superintendent of Financial Institutions has posted guidance (the Guideline) on the question of whether a fund established as a limited partnership by a corporation meets the definition of “pooled fund” or…more

Canada, Limited Partnerships, Mutual Funds, OSFI, Pension Benefits Act

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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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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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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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Less than a Month to Go: Top Six Tips on Mandatory Occupational Health and Safety Training in Ontario

Effective July 1, 2014, employers in Ontario will be required to ensure that all workers and supervisors have completed a basic occupational health and safety awareness training program as soon as practicable, pursuant to the…more

Canada, Compliance, Corporate Fines, OHSA, Posting Requirements

See All Updates »

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 »

Is U.S. Regulatory Guidance Driving Leveraged Lending into the Shadows? - Potential Opportunity for Certain Non-U.S. Lenders and Private Funds

Since U.S. regulators published the Interagency Guidance on Leveraged Lending (Guidance), in March 2013, commentators have speculated on its likely market impact (the guidance is discussed in detail in an April 2013 Osler…more

Banks, EBITDA, Foreign Banks, Leveraged Buyout, Leveraged Lending

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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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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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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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Canadian Securities Administrators Propose Significant Amendments to Take-Over Bid Regime

The Canadian Securities Administrators (CSA) have announced that they intend to publish for comment amendments (the Proposed Bid Amendments) that, if implemented, will result in significant changes to the take-over bid regime in…more

Canada, Proposed Amendments, Public Comment, Securities, Takeover Bids

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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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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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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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Alberta Energy Regulator to Take Charge of Environmental Impact Assessments for Energy Resource Activities

On March 29, 2014, the Alberta Energy Regulator (AER) became the entity responsible for issuing approvals pursuant to the Environmental Protection and Enhancement Act (EPEA) for energy projects. However, the authority to direct…more

Canada, Energy, Energy Policy, Environmental Impact Report, Environmental Policies

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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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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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OSC Rejection of Insider Trading Allegations Emphasizes Prosecution Difficulties

On August 26, 2014, a panel of the Ontario Securities Commission (the “panel”) released its highly anticipated decision involving allegations of insider trading, tipping and conduct contrary to the public interest in connection…more

Hostile Takeover, Illegal Tipping, Insider Trading, Mining, OSC

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Ontario Superior Court Upholds Consultation

Wabauskang First Nation v. Minister of Northern Development and Mines et al., 2014 ONSC 4424 (Decision) involved a decision of the Director of Mine Rehabilitation (Director) to acknowledge a Production Closure Plan (PCP)…more

Canada, Consultation, Duty To Consult

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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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Not Every Fact Is a “Material Fact”

Canadian franchise laws require that all material facts relating to the franchise be included in a franchise disclosure document. After more than 10 years of judicial interpretation and application of franchise laws, many…more

Canada, Disclosure, Evidence, Franchise Agreements, Franchises

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The Uncertain Future of Predicted Utility

There is no more contentious question in Canadian patent law at the moment than the question of utility. Much of the debate focuses on whether an invention need only have a scintilla of utility or whether utility must be…more

Canada, Disclosure Requirements, Patents, Utility Patents

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Appellate Court Recognizes and Protects Litigation Privilege in a Regulatory Investigation

An appellate court recently concluded that litigation privilege may be appropriately claimed by a target of a regulatory investigation. The Court in TransAlta Corporation v Market Surveillance Administrator reaffirmed the…more

Litigation Privilege, Reasonable Expectation of Privacy, Right to Privacy

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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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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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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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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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Alberta Energy Regulator to Take Charge of Environmental Impact Assessments for Energy Resource Activities

On March 29, 2014, the Alberta Energy Regulator (AER) became the entity responsible for issuing approvals pursuant to the Environmental Protection and Enhancement Act (EPEA) for energy projects. However, the authority to direct…more

Canada, Energy, Energy Policy, Environmental Impact Report, Environmental Policies

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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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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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Federal Court Revokes Darlington Nuclear Preparation Licence Based on “Gaps” in Environmental Assessment

In a rare (and over 200-page) decision, the Federal Court of Canada revoked the Licence given to Ontario Power Generation (OPG) to construct new nuclear generation units at the existing Darlington nuclear facility, and ordered…more

Canada, Energy, Environmental Assessments, Nuclear Power

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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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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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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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“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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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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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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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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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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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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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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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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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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Ontario Government Committed to Improving Pensions Through Extensive and Innovative Measures

The 21st century workforce needs a modern retirement income system, but Ontario and Canada have a 20th century system in place. That is why Ontario is taking a leadership role in addressing this pressing issue…more

Canada, Pensions, Retirement

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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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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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Ontario Court Considers Content of Implied Duty of Good Faith in Business Negotiations

In a recent motion seeking an interlocutory injunction to restrain the sale of a business, Justice Wilton-Siegel considered the content of an implied duty of good faith. In SCM Insurance Services Inc. v. Medisys Corporate Health…more

Acquisitions, Canada, Contract Negotiations, Good Faith, Interlocutory Injunctions

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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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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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Ontario Court Of Appeal Upholds Finding of Breach of Fiduciary Duty Respecting Executive Compensation

The Ontario Court of Appeal recently upheld a trial court decision which concluded that the CEO, who was also a director, breached his fiduciary duty to the corporation when the directors of Unique Broadband Systems, Inc…more

Appeals, Breach of Duty, Canada, Executive Compensation, Fiduciary Duty

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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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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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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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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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Canadian Securities Administrators Propose Significant Amendments to Take-Over Bid Regime

The Canadian Securities Administrators (CSA) have announced that they intend to publish for comment amendments (the Proposed Bid Amendments) that, if implemented, will result in significant changes to the take-over bid regime in…more

Canada, Proposed Amendments, Public Comment, Securities, Takeover Bids

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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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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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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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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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Overview of Canada’s Anti-Spam/Anti-Spyware Legislation and How It Impacts Franchisors

Canada will soon have the dubious distinction of having the most restrictive anti-spam/anti-spyware legislation in the world. It focuses predominately on spam (unsolicited commercial electronic messages (CEMs)) and spyware (the…more

Anti-Spam Legislation, Canada, CASL, Consent, CRTC

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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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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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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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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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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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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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How Current Does the Information in my Disclosure Document Need to Be?

Many franchisors often ask how current or up-to-date their disclosure document needs to be. They also wonder which items of the disclosure document need to be updated more frequently than others. Franchise legislation in all…more

Canada, Disclosure Requirements, Franchises

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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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U.S. Supreme Court Upholds Fraud-on-the-Market Doctrine

In its highly anticipated decision in Halliburton Co. v. Erica P. John Fund, Inc. released this week, the U.S. Supreme Court confirmed that plaintiffs in securities class actions could continue to rely on the…more

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

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Appellate Court Recognizes and Protects Litigation Privilege in a Regulatory Investigation

An appellate court recently concluded that litigation privilege may be appropriately claimed by a target of a regulatory investigation. The Court in TransAlta Corporation v Market Surveillance Administrator reaffirmed the…more

Litigation Privilege, Reasonable Expectation of Privacy, Right to Privacy

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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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Plan Nord: Québec Liberal Government Relaunches the Plan Nord

On June 4, 2014, the first budget (Budget) of the new Liberal government, in power since April 7, 2014, was tabled in the Québec National Assembly. The Budget provides for certain measures to relaunch the Plan Nord, as announced…more

Canada, Economic Development, Federal Budget, Infrastructure, Public Transit

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Supreme Court of Canada Limits the Right to Appeal Commercial Arbitral Decisions on Issues of Contractual Interpretation

In Sattva Capital Corp. v. Creston Moly Corp., 2014 SCC 53 (Sattva), released August 1, 2014, the Supreme Court of Canada overturned the historical approach and held that contractual interpretation involves questions of mixed…more

Appeals, Arbitration, Arbitration Agreements, Canada, Contract Interpretation

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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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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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Québec Court of Appeal Decision Results in Significant Victory for Franchisors

In a victory for franchisors, the Québec Court of Appeal confirmed the application of the doctrine of the indivisibility of contracts in a franchise context, supporting significant retroactive royalty awards for breaches of…more

Appeals, Breach of Contract, Canada, Franchise Agreements, Franchises

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Canadian Securities Administrators Propose Significant Amendments to Take-Over Bid Regime

The Canadian Securities Administrators (CSA) have announced that they intend to publish for comment amendments (the Proposed Bid Amendments) that, if implemented, will result in significant changes to the take-over bid regime in…more

Canada, Proposed Amendments, Public Comment, Securities, Takeover Bids

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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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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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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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Supreme Court of Canada Limits the Right to Appeal Commercial Arbitral Decisions on Issues of Contractual Interpretation

In Sattva Capital Corp. v. Creston Moly Corp., 2014 SCC 53 (Sattva), released August 1, 2014, the Supreme Court of Canada overturned the historical approach and held that contractual interpretation involves questions of mixed…more

Appeals, Arbitration, Arbitration Agreements, Canada, Contract Interpretation

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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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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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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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Ontario Employers Must Insure Long-Term Disability Benefits

The Ontario Budget introduced by the newly-elected Liberal government on July 14, 2014 includes a proposal for mandatory insurance of long-term disability (LTD) benefits. The Budget was accompanied by Bill 14, Building…more

Canada, Disability Benefits, Employee Benefits, Proposed Legislation

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OSC Rejection of Insider Trading Allegations Emphasizes Prosecution Difficulties

On August 26, 2014, a panel of the Ontario Securities Commission (the “panel”) released its highly anticipated decision involving allegations of insider trading, tipping and conduct contrary to the public interest in connection…more

Hostile Takeover, Illegal Tipping, Insider Trading, Mining, OSC

See All Updates »

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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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 »

OSC Rejection of Insider Trading Allegations Emphasizes Prosecution Difficulties

On August 26, 2014, a panel of the Ontario Securities Commission (the “panel”) released its highly anticipated decision involving allegations of insider trading, tipping and conduct contrary to the public interest in connection…more

Hostile Takeover, Illegal Tipping, Insider Trading, Mining, OSC

See All Updates »

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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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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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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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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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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Québec Court of Appeal Decision Results in Significant Victory for Franchisors

In a victory for franchisors, the Québec Court of Appeal confirmed the application of the doctrine of the indivisibility of contracts in a franchise context, supporting significant retroactive royalty awards for breaches of…more

Appeals, Breach of Contract, Canada, Franchise Agreements, Franchises

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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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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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Inversion Transactions Likely to Continue and Expand into Other Markets and Industries

During recent months there has been a surge in cross-border M&A activity in which U.S. and non-U.S. companies combine in so-called inversion transactions. Examples of these transactions are Endo International’s acquisition of…more

Acquisitions, Canada, Corporate Taxes, Cross-Border Transactions, Foreign Corporations

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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 »

Alberta Pension Reform: Getting Started on Plan Compliance Amendments

Effective September 1, 2014, the new Alberta Employment Pension Plans Act (New EPPA) and Employment Pension Plans Regulation (New Regulation) came into force. Pension plans registered in Alberta, as well as plans registered in…more

Benefit Plan Sponsors, Canada, Compliance, Employee Benefits, Pension

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Plan Administration Changes in New Alberta Pension Legislation: Make Sure You Are in Compliance (Part II of II)

In this post, we discuss the amendments in the new Employment Pension Plans Act (EPPA) and the accompanying Employment Pension Plans Regulation (EPPR), which came into force on September 1, 2014, with respect to plan…more

Canada, Compliance, Employee Benefits, Pensions

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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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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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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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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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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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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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Alberta Pension Reform: Getting Started on Plan Compliance Amendments

Effective September 1, 2014, the new Alberta Employment Pension Plans Act (New EPPA) and Employment Pension Plans Regulation (New Regulation) came into force. Pension plans registered in Alberta, as well as plans registered in…more

Benefit Plan Sponsors, Canada, Compliance, Employee Benefits, Pension

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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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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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Ontario Superior Court Upholds Consultation

Wabauskang First Nation v. Minister of Northern Development and Mines et al., 2014 ONSC 4424 (Decision) involved a decision of the Director of Mine Rehabilitation (Director) to acknowledge a Production Closure Plan (PCP)…more

Canada, Consultation, Duty To Consult

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Less than a Month to Go: Top Six Tips on Mandatory Occupational Health and Safety Training in Ontario

Effective July 1, 2014, employers in Ontario will be required to ensure that all workers and supervisors have completed a basic occupational health and safety awareness training program as soon as practicable, pursuant to the…more

Canada, Compliance, Corporate Fines, OHSA, Posting Requirements

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Federal Court of Appeal Confirms that Métis Fall Within Federal Jurisdiction under Constitution

On April 17, 2014, the Federal Court of Appeal allowed the appeal, in part, of a January 2013 Federal Court decision extending federal jurisdiction to Métis and non-status Indians by modifying the Federal Court’s declaration as…more

Canada, Fiduciary Duty, Immigrants, Indigenous Peoples

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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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The Uncertain Future of Predicted Utility

There is no more contentious question in Canadian patent law at the moment than the question of utility. Much of the debate focuses on whether an invention need only have a scintilla of utility or whether utility must be…more

Canada, Disclosure Requirements, Patents, Utility Patents

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Prepaid Payment Products Regulations Coming into Force

Today (May 1, 2014), the Prepaid Payment Products Regulations (the “Regulations”) will come into force. The Regulations cover prepaid cards and other prepaid payment products (“Products”) issued by federally regulated financial…more

American Express, Banks, Disclosure Requirements, MasterCard, New Regulations

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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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Québec Court of Appeal Decision Results in Significant Victory for Franchisors

In a victory for franchisors, the Québec Court of Appeal confirmed the application of the doctrine of the indivisibility of contracts in a franchise context, supporting significant retroactive royalty awards for breaches of…more

Appeals, Breach of Contract, Canada, Franchise Agreements, Franchises

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Less than a Month to Go: Top Six Tips on Mandatory Occupational Health and Safety Training in Ontario

Effective July 1, 2014, employers in Ontario will be required to ensure that all workers and supervisors have completed a basic occupational health and safety awareness training program as soon as practicable, pursuant to the…more

Canada, Compliance, Corporate Fines, OHSA, Posting Requirements

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Federal Court Revokes Darlington Nuclear Preparation Licence Based on “Gaps” in Environmental Assessment

In a rare (and over 200-page) decision, the Federal Court of Canada revoked the Licence given to Ontario Power Generation (OPG) to construct new nuclear generation units at the existing Darlington nuclear facility, and ordered…more

Canada, Energy, Environmental Assessments, Nuclear Power

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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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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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Canadian Securities Administrators Propose Significant Amendments to Take-Over Bid Regime

The Canadian Securities Administrators (CSA) have announced that they intend to publish for comment amendments (the Proposed Bid Amendments) that, if implemented, will result in significant changes to the take-over bid regime in…more

Canada, Proposed Amendments, Public Comment, Securities, Takeover Bids

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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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Prepaid Payment Products Regulations Coming into Force

Today (May 1, 2014), the Prepaid Payment Products Regulations (the “Regulations”) will come into force. The Regulations cover prepaid cards and other prepaid payment products (“Products”) issued by federally regulated financial…more

American Express, Banks, Disclosure Requirements, MasterCard, New Regulations

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Areas of Practice
  • Antitrust & Trade Regulation
  • Business Organizations
  • Energy & Utilities
  • Environmental Law
  • Finance & Banking
  • International Law & Trade
  • Labor & Employment Law
  • Securities Law
  • Wills, Trusts, & Estate Planning
  • Worker’s Compensation
Locations
Other U.S. Locations
  • New York
Other Countries
  • Canada
Number of Attorneys

400+ Attorneys

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