News & Analysis as of

Getting a Seat at the Table: Proxy Access is Coming to Canada

The topic of proxy access, or the ability of shareholders to nominate directors to the board, has again come to the fore of the Canadian corporate governance debate. The Canadian Coalition for Good Governance (CCGG), an...more

Important Restrictions Placed on use of CBCA for Debt Restructurings

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

Plans of Arrangement under CBCA: Lessons from Connacher Oil

In early 2015, 9171665 Canada Ltd. and Connacher Oil and Gas Ltd. (together Connacher) applied to the Alberta Court of Queen's Bench (Court) for a final order pursuant to section 192 of the Canada Business Corporations Act...more

Buried in Budget: CBCA Amendments Proposed

The federal government’s recently released 2015 Budget (Budget) indicates that the government will be proposing amendments to the Canada Business Corporations Act (CBCA) relating to gender diversity, director elections,...more

The Unrecognized Sole-Source Requirement: A Lesson in Failing to Understand the Specifications

In the recent decision of CMEC/ARC Electric JV v. Dep’t of Veterans Affairs, the Civilian Board of Contract Appeals (CBCA) denied a contractor’s claims for defective specifications when the performance specification at issue...more

Construction and Procurement Law News - First Quarter 2014

In this Issue: - Federal Circuit’s Metcalf Decision a Big Win for Contractors - Government Defenses of Defective Certification and the Severin Doctrine not a Silver Bullet - Are No-Damage-for-Delay...more

Government Defenses of Defective Certification and the Severin Doctrine not a Silver Bullet

Recently, in Group Health Inc. v. Dep’t of Health & Human Services, the Civilian Board of Contract Appeals (CBCA) issued a noteworthy decision on defective Contract Disputes Act (CDA) certification issues and the so-called...more

Firm-Fixed Price? No Need To Budge

In this era of strict budgets and an ever-increasing emphasis on lowering prices and costs, it’s no surprise that contractors are feeling pressure from procurement officials to provide the lowest prices possible. Such...more

Company Press Releases During Proxy Fights May Not Be Proxy Solicitations

Overview - In Smoothwater Capital Partners LP I v. Equity Financial Holdings Inc., 2014 ONSC 324, the Ontario Superior Court of Justice held that a press release issued by Equity Financial Holdings Inc. (the “Company”)...more

Guide to Doing Business in Canada - June 2013 Edition

1. INTRODUCTION - This Guide to Doing Business in Canada was initially developed to assist our clients. We are pleased that it has also been very helpful for many others, including senior managers of non-Canadian...more

Look(s) Bad for Former Directors

In its decision in Cytrynbaum v. Look Communications Inc. released July 4, 2013, the Ontario Court of Appeal affirmed a lower court ruling that "advancement" by the corporation to Look's former directors, for advance funding...more

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