Bennett Jones LLP

Supreme Court Enforces Arbitration Clauses for Business Customers in Consumer Class Action

Business customers that agreed to arbitrate disputes cannot “piggyback” their claims onto a consumer class action in court, the Supreme Court of Canada has ruled…more

Arbitration, Arbitration Agreements, Canada, Class Action, Commercial Contracts

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Interesting Times in Competition Policy

In the United States and internationally, some unfamiliar questions are being asked about the role of competition policy in the global economy. At the inaugural GCR Live Women in Antitrust conference in Washington, DC, I helped…more

Antitrust Provisions, Big Data, Competition, Women-Owned Businesses

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Delaware Judge Finds Elusive MAC—Does It Change Anything?

Purchasers of businesses often want an "escape hatch" prior to closing if the target business suffers a "material adverse change" (or a "material adverse effect"). Historically, based on court decisions primarily out of the U.S…more

Acquisitions, Contract Negotiations, Contract Termination, Contract Terms, FDA

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Securities Commissions Revoke “Northwest Exemption” in Certain Jurisdictions

On August 15, 2018, the securities regulatory authorities (together, the "Commissions") of British Columbia, Manitoba, Nunavut, the Northwest Territories and the Yukon (the "Jurisdictions") announced that effective April 30,…more

Broker-Dealer, Canada, Canadian Securities Administration, Ontario Securities Commission (OSC), Registration Requirement

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New GST/HST Rules Enacted for Fund Management Fee Arrangements

On December 13, 2018, legislation was passed implementing amendments to the Excise Tax Act (Canada) (the “ETA”) first announced in September 2017 affecting GST/HST on management and administrative services provided to private…more

Corporate Taxes, Excise Tax, Fund Managers, General Partnerships, Investment Funds

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British Columbia Supreme Court Orders First Nation to Disclose Impact Benefit Agreements

The recent decision by the Supreme Court of British Columbia (BCSC) in Yahey v British Columbia (2018 BCSC 123, 25 January 2018) offers interesting insight into the circumstances in which benefit sharing agreements and…more

Benefit Sharing Agreements, Breach of Duty, Canada, Disclosure Requirements, Discovery

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Certification Denied in Proposed Class Action Against Hydro One Alleging Widespread Billing Problems

Justice Perell’s November 28, 2017, decision in Bennett v Hydro One Inc., 2017 ONSC 7065 [Bennett] to deny certification of a putative class action alleging that Hydro One was systemically negligent in billing customers serves…more

Canada, Class Action, Class Certification, Commonality, Putative Class Actions

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Eurasia Group’s Top Risks 2018: Impacts for Canadian Business

The Eurasia Group has released its annual forecast of the political risks that are most likely to play out over the course of 2018. As a Senior Advisor with Eurasia Group, I’m pleased to share the risks that have the greatest…more

Canada, China, Cyber Attacks, Global Market, NAFTA

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Summary of Actions Against Exxon Mobil for Securities Fraud

Since 2013, investors in Exxon Mobil Corporation ("Exxon") stock have consistently shown an interest in understanding how the effects of climate change will impact their investment. Over the years, in response to these concerns,…more

Canada, Civil Liability, Climate Change, Corporate Governance, Disclosure Requirements

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Canada Increases Steel Quota for Mexico and Drops Surtax on Re-Imported Canadian Steel

Without fanfare or announcement, the Government of Canada made two important amendments to the provisional surtaxes on steel products imported into Canada..…more

Canada, Canadian International Trade Tribunal (CITT), Imports, Memorandum of Understanding, Mexico

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Do You Issue Loans for Less than $5000? The Ontario Government Wants to Call you a Payday Lender

Businesses that issue loans to customers for $5,000 or less should be aware that the Ontario Ministry of Consumer Services (MCS) is proposing an amendment to the regulations under the Payday Loans Act, 2008 which, read literally…more

Canada, Loans, Payday Loans, Proposed Regulation, Registration

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Alberta Court says Air Cargo Liability Limits can be Broken

Cargo airlines operating in Alberta may soon find themselves training their front-line staff to ask more questions when dealing with individual consumers. Last month, the Provincial Court of Alberta released a decision in which…more

Air Cargo, Canada, Liability Insurance, Notice Requirements, Valuation

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Alberta Enacts Measures to Protect Whistleblowers

On November 19, 2018, as part of the Alberta Securities Commission's (the "ASC") new whistleblower program, the Securities Amendment Act (the "Amendments") came into force and amended the Securities Act (Alberta) (the "Act")…more

Alberta Securities Commission, Amended Regulation, Canada, Damages, Employer Liability Issues

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Alberta Enacts Measures to Protect Whistleblowers

On November 19, 2018, as part of the Alberta Securities Commission's (the "ASC") new whistleblower program, the Securities Amendment Act (the "Amendments") came into force and amended the Securities Act (Alberta) (the "Act")…more

Alberta Securities Commission, Amended Regulation, Canada, Damages, Employer Liability Issues

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

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

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

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Court of Appeal Affirms Decision to Dismiss the Rana Plaza Class Action

On December 20, 2018, the Ontario Court of Appeal released its decision in the Rana Plaza Class Action (Das v George Weston Limited, 2018 ONCA 1053) affirming the Ontario Superior Court of Justice’s decision to dismiss the…more

Appeals, Bangladesh, Canada, Choice-of-Law, Claims Limitations Period

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B.C. Privacy Commissioner Issues Guidance Regarding Cannabis Transactions

Following the recent legalization of cannabis, private retailers are open for business from coast to coast. While cannabis remains illegal in other jurisdictions, cannabis users' personal information is highly sensitive. In…more

Canada, Data Protection, Data Protection Commissioner, Decriminalization of Marijuana, Marijuana

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US $2.6-Billion Fraud Judgment Awarded Against Former Sino-Forest CEO

On March 14, 2018, the Honourable Justice Penny of the Ontario Superior Court (Commercial List Division) released a decision granting a US$2.6-billion judgment to the SFC Litigation Trust for fraud and breach of fiduciary duty…more

Breach of Duty, Canada, Canadian Securities Administration, Enforcement Actions, Evidence

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Equity Kickers and the Criminal Rate of Interest: Part II

Private equity and alternate lenders often take a basket of rights when investing in an entity. The basket may include equity, options, warrants and/or debt. In the case of debt financing, lenders often negotiate equity…more

Ancillary Agreements, Commercial Loans, Convertible Debt, Criminal Code, Debt Financing

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Ontario Court of Appeal Certifies Class Action Against Sun Life

On September 5, 2018, the Ontario Court of Appeal released its decision in Fehr v. Sun Life Assurance Company of Canada, overturning certain parts of the motion judge’s decision and certifying a class action against Sun Life…more

Appeals, Breach of Contract, Canada, Class Action, Class Certification

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Host Liability, 10th Edition

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

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

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Minister of Finance Commits to Establish a Canadian Infrastructure Bank

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

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

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Pumping the Procedural Brakes: Arbitration Clause Stays Potential Uber Class Action

Will an arbitration provision in a services agreement between Uber and its drivers prevent the drivers from bringing a class action for being misclassified as contractors? The Ontario Superior Court recently addressed this…more

Arbitration, Canada, Chamber of Commerce, Class Action, Corporate Counsel

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Ontario Landlords May Now Have Lien Claim Exposure from Tenant’s Work

The Construction Act (Ontario) (formerly known as the Construction Lien Act) (the “Act”) was substantially amended last year. The first phase of those amendments came into force in Ontario July 1, 2018. Under the Act as it…more

Canada, Commercial Leases, Construction Liens, Construction Project, Landlords

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The Canadian Oil Sands: A Backgrounder

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

Canada, Oil & Gas, Oil Sands

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US $2.6-Billion Fraud Judgment Awarded Against Former Sino-Forest CEO

On March 14, 2018, the Honourable Justice Penny of the Ontario Superior Court (Commercial List Division) released a decision granting a US$2.6-billion judgment to the SFC Litigation Trust for fraud and breach of fiduciary duty…more

Breach of Duty, Canada, Canadian Securities Administration, Enforcement Actions, Evidence

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Not All Breaches of Contract Are Created Equal

A breach of contract that deprives the innocent party of "substantially the whole benefit of the contract" gives the innocent party the option to terminate the contract and discharge the parties from future obligations, the…more

Breach of Contract, Commercial Leases, Commercial Property Owners, Contract Termination, Contract Terms

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British Columbia Supreme Court Orders First Nation to Disclose Impact Benefit Agreements

The recent decision by the Supreme Court of British Columbia (BCSC) in Yahey v British Columbia (2018 BCSC 123, 25 January 2018) offers interesting insight into the circumstances in which benefit sharing agreements and…more

Benefit Sharing Agreements, Breach of Duty, Canada, Disclosure Requirements, Discovery

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New Employment Standard Poster for Ontario Employers to Post

Earlier this month, the Ontario Ministry of Labour released version 8.0 of the Employment Standards Poster. This release coincides with recent changes to Ontario’s Employment Standards Act, 2000 (ESA) under Bill 47, Making…more

Canada, Employee Rights, Employment Standards Act, Posting Requirements, Proposed Legislation

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Equity Kickers and the Criminal Rate of Interest: Part II

Private equity and alternate lenders often take a basket of rights when investing in an entity. The basket may include equity, options, warrants and/or debt. In the case of debt financing, lenders often negotiate equity…more

Ancillary Agreements, Commercial Loans, Convertible Debt, Criminal Code, Debt Financing

See all updates »

Delaware Judge Finds Elusive MAC—Does It Change Anything?

Purchasers of businesses often want an "escape hatch" prior to closing if the target business suffers a "material adverse change" (or a "material adverse effect"). Historically, based on court decisions primarily out of the U.S…more

Acquisitions, Contract Negotiations, Contract Termination, Contract Terms, FDA

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

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

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

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The Creation of the Canadian Energy Regulator

This article supplements our multi-part series on changes to Canada’s regulatory regime governing project development and operation in Canada. This post summarizes the proposal to establish the Canadian Energy Regulator…more

Canada, Energy Projects, Energy Sector, Environmental Policies, National Energy Board

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B.C. Privacy Commissioner Issues Guidance Regarding Cannabis Transactions

Following the recent legalization of cannabis, private retailers are open for business from coast to coast. While cannabis remains illegal in other jurisdictions, cannabis users' personal information is highly sensitive. In…more

Canada, Data Protection, Data Protection Commissioner, Decriminalization of Marijuana, Marijuana

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British Columbia to Introduce UNDRIP Legislation

On February 12, 2019, the British Columbia government announced plans to introduce legislation that implements the United Nations Declaration on the Rights of Indigenous People (UNDRIP) (the Legislation), as part of the…more

Aboriginal Issues, Canada, Indigenous Peoples, Proposed Legislation, United Nations

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Election Act 101 for Apartment and Condominium Owners and Managers

Alberta’s provincial election is fast approaching and that can only mean two things: bright-eyed candidates door-knocking across the province, and an increasing number of calls to our office from landlords and property managers…more

Canada, Multi-Family Development, Political Campaigns, Property Managers

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Tax Effective Use by Canadian Online Retailers of Bermuda Operations for International Expansion - 2011 Canada-Bermuda Tax Information Exchange Agreement

E-tail Foreign Market Opportunity - The growth of online retail sales has globally outstripped the growth of all other retail channels, including during the last recession. For example, in England during 2012, it has been…more

Canada, E-Commerce, International Tax Issues, Internet, Internet Taxation

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SCC Renders Judgment on Cooperative National Securities Regulator

Is the End in Sight? On November 9, 2018, the Supreme Court of Canada (SCC) unanimously ruled that a proposed pan-Canadian securities regulator is constitutionally acceptable. The decision, Reference re Pan-Canadian…more

Canada, Constitutional Challenges, Regulatory Agenda, Regulatory Oversight, Securities

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Canadians to Face U.S. Liability under Helms-Burton as of May 2, 2019

In a reversal of long-standing U.S. policy, any person or entity with business operations or relationships in Cuba may soon face civil liability in the United States…more

Canada, Civil Liability, Cuba, Extraterritoriality Rules, Foreign Nationals

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New Details on Application of Federal Carbon-Pricing Backstop

On October 23, 2018, the federal government made further announcements regarding the federal carbon-pricing backstop (the “Backstop”), providing details on where the pricing system will apply and how the revenues for those…more

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

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CSA Issues Revised Staff Notice Issuers with U.S. Marijuana-Related Activities

On February 8, the Canadian Securities Administrators (CSA) issued an updated Staff Notice on the treatment of issuers with U.S. marijuana-related activities. While Canada works toward a July 2018 deadline for the rollout of its…more

Canada, Canadian Securities Administration, Cole Memorandum, Corporate Issuers, Marijuana

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Intellectual Property Meets Real Property: Recent Copyright Infringement Cases

Two recent copyright infringement disputes involved the rare intersection of intellectual property with real property. In the first, the Ontario Court of Appeal determined who owned copyright in land surveys deposited with…more

Architecture, Canada, Copyright, Copyright Infringement, Land Surveys

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Bennett Jones Fall 2017 Economic Outlook

After a marked slowdown in 2016, the global economy is experiencing robust, synchronized growth in 2017, which exceeds earlier expectations and should continue in the short term. Notwithstanding this improved outlook,…more

Canada, China, Contract Negotiations, Free Trade Agreements, GDP

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Harmonized Reporting for Private Placements (with Increased Disclosure Requirements)

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

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

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TSX Outlines Proposed Venture Exchange Reform

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

Canada, Capital Markets, Regulatory Reform, TSX Venture Exchange

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When Is It Too Late to Sue for Environmental Contamination? The ABCA Rules

On February 6, 2019, the Alberta Court of Appeal (ABCA) released its first ever decision on section 218 of the Environmental Protection and Enhancement Act (EPEA), which may extend limitation periods applicable to environmental…more

Appeals, Canada, Contaminated Properties, Environmental Remediation Costs, Limitation Periods

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Alberta Asks Private Sector to Build New Refinery

Expressions of Interest (EOI) accepted until February 8, 2019 - On December 11, 2018, the Alberta government issued an Expression of Interest (EOI) to determine private sector interest in building or expanding a refinery in…more

Canada, Critical Infrastructure Sectors, Energy Projects, Energy Sector, Filing Deadlines

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Ghost Offers in Real Estate Transactions

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

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

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Bill 66—More Changes to the Ontario Employment Standards Act, 2000

On December 6, 2018, the Ontario Government introduced Bill 66, titled Restoring Ontario’s Competitiveness Act, 2018 (Bill 66). Bill 66 would amend several provincial statutes, including the Ontario Employment Standards Act,…more

Amended Legislation, Canada, Employment Policies, Employment Standards Act

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British Columbia to Introduce UNDRIP Legislation

On February 12, 2019, the British Columbia government announced plans to introduce legislation that implements the United Nations Declaration on the Rights of Indigenous People (UNDRIP) (the Legislation), as part of the…more

Aboriginal Issues, Canada, Indigenous Peoples, Proposed Legislation, United Nations

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Alberta Securities Commission Proposes Rules to Facilitate Cross-Border Offerings for Alberta Issuers

On April 17, 2018, the Alberta Securities Commission published a notice and request for comment of the proposed repeal and replacement of ASC Rule 72-501 Distributions to Purchasers Outside Alberta, which will provide new…more

Anti-Avoidance, Comment Period, Cross-Border, Disclosure Requirements, Exemptions

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Task Force Report: Production of Cannabis

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

Canada, Decriminalization of Marijuana, Marijuana Cultivation, Task Force

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

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

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

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Expedited Proceedings at Canada’s Competition Tribunal

Expedited hearings are now available for contested mergers and other competition law cases, due to new procedures adopted by Canada’s Competition Tribunal…more

Canada, Competition Act, Competition Authorities, Expedited Approval Process, Mergers

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

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

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

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B.C. Privacy Commissioner Issues Guidance Regarding Cannabis Transactions

Following the recent legalization of cannabis, private retailers are open for business from coast to coast. While cannabis remains illegal in other jurisdictions, cannabis users' personal information is highly sensitive. In…more

Canada, Data Protection, Data Protection Commissioner, Decriminalization of Marijuana, Marijuana

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Climate Change Litigation Comes to Canada

On November 27, 2018, a class action lawsuit was filed in Québec seeking relief against the federal government on the basis of its alleged inaction on climate change. The action, commenced by a group called ENvironnement…more

Canada, Canadian Charter of Rights and Freedoms, Childrens' Lawsuits, Class Action, Climate Change

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CSA Issues Revised Staff Notice Issuers with U.S. Marijuana-Related Activities

On February 8, the Canadian Securities Administrators (CSA) issued an updated Staff Notice on the treatment of issuers with U.S. marijuana-related activities. While Canada works toward a July 2018 deadline for the rollout of its…more

Canada, Canadian Securities Administration, Cole Memorandum, Corporate Issuers, Marijuana

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Intellectual Property Meets Real Property: Recent Copyright Infringement Cases

Two recent copyright infringement disputes involved the rare intersection of intellectual property with real property. In the first, the Ontario Court of Appeal determined who owned copyright in land surveys deposited with…more

Architecture, Canada, Copyright, Copyright Infringement, Land Surveys

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Pre-Budget Analysis of Government Finances

Governments are currently busy, or will be soon, preparing annual budgets that will be tabled in the months to come. The fiscal health and prospects of the provinces and federal government vary significantly. Whatever political,…more

Canada, Corporate Taxes, Deficit Reduction, Economic Development, Federal Budget

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Amendments to Dividend / Distribution Reinvestment Plans Regime

On April 28, 2016, The Toronto Stock Exchange (the “TSX”) published proposed amendments (the “Amendments”) to introduce requirements regarding Dividend / Distribution Reinvestment Plans (the “DRIPs”) to Part VI of the TSX…more

Canada, Dividends, Proposed Amendments, Toronto Stock Exchange, TSX Venture Exchange

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Pre-Budget Analysis of Government Finances

Governments are currently busy, or will be soon, preparing annual budgets that will be tabled in the months to come. The fiscal health and prospects of the provinces and federal government vary significantly. Whatever political,…more

Canada, Corporate Taxes, Deficit Reduction, Economic Development, Federal Budget

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New Competition Act and Investment Canada Act Review Thresholds for 2019

On January 31, 2019, the Competition Bureau announced the 2019 size of transaction pre-merger notification threshold under the Competition Act would increase to $96 million (the 2018 threshold was $92 million). Acquisitions may…more

Canada, Competition Act, Foreign Direct Investment, Investment Canada Act, Premerger Notifications

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TSX Outlines Proposed Venture Exchange Reform

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

Canada, Capital Markets, Regulatory Reform, TSX Venture Exchange

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Shapeshifting Cryptoassets

As cryptocurrencies and blockchain assets become more popular and begin to permeate into the wider financial markets, regulators have struggled to understand how they work and how to treat them under existing legal frameworks…more

Bitcoin, Blockchain, Canada, Canadian Securities Administration, CFTC

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Bennett Jones Fall 2018 Economic Outlook

Section I: Global Growth to 2021 - Recent Developments - The world economy has expanded at a solid rate in the first three quarters of 2018, although growth has been somewhat slower and less synchronized than during 2017…more

Canada, China, Commodities, CPTPP, Economic Development

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Equity Kickers and the Criminal Rate of Interest: Part II

Private equity and alternate lenders often take a basket of rights when investing in an entity. The basket may include equity, options, warrants and/or debt. In the case of debt financing, lenders often negotiate equity…more

Ancillary Agreements, Commercial Loans, Convertible Debt, Criminal Code, Debt Financing

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New Rules for CBCA Companies

Companies incorporated under the Canada Business Corporations Act (CBCA) will need to consider new rules regarding director elections, diversity disclosure, shareholder communications and other matters…more

Board of Directors, Canada, CBCA, Corporate Governance, Disclosure Requirements

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Supreme Court Enforces Arbitration Clauses for Business Customers in Consumer Class Action

Business customers that agreed to arbitrate disputes cannot “piggyback” their claims onto a consumer class action in court, the Supreme Court of Canada has ruled…more

Arbitration, Arbitration Agreements, Canada, Class Action, Commercial Contracts

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The Gulf Crisis—Could it Bring State-to-State Arbitration to the Region?

In June 2017, Saudi Arabia, the United Arab Emirates (UAE), Bahrain and Egypt cut diplomatic, trade and travel ties with Qatar and imposed a blockade on the Gulf state, accusing it of supporting terrorism and developing a…more

Arbitration, Bahrain, Bilateral Investment Treaties, Contract Disputes, Dispute Resolution

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

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

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

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Securities Commissions Provide Guidance on New Canadian Takeover Rules in Hostile Cannabis Bid

For close to three months, M&A lawyers and other capital markets participants had been anxiously awaiting the release of written reasons from the Ontario Securities Commission (“OSC”) and the Financial and Consumer Affairs…more

Canada, Lock-Up Agreement, Lock-Up Requirements, New Regulations, Ontario Securities Commission (OSC)

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Last Chance to Speak Up on Public Consultation for REBBA Modernization

Change is coming to Ontario's Real Estate Business Brokers Act, 2002 (REBBA), and March 15, 2019, is your last chance to chime in. Earlier this year, the Ministry of Government and Consumer Services announced its plan to review…more

Canada, Consultation Periods, Ontario, Proposed Regulation, Real Estate Brokers

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Ontario Court of Appeal Affirms Limits on Auditor Liability

On September 5, 2018, the Court of Appeal for Ontario released its decision in Lavender v Miller Bernstein LLP,1 overturning a summary judgment ruling that imposed significant liability on an auditor in previously unrecognized…more

Appeals, Auditors, Canada, Duty of Care, Investment Adviser

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Bad for Business: How Employers Deal with Problem Employees

Troublesome employees can disrupt a workplace and subject employers to reputational and economic costs. A panel from Bennett Jones’ Employment Services group recently shared their views on four contemporary issues employers face…more

#MeToo, Anti-Fraud Provisions, British Columbia Supreme Court, Canada, Decriminalization of Marijuana

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

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

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

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Bad for Business: How Employers Deal with Problem Employees

Troublesome employees can disrupt a workplace and subject employers to reputational and economic costs. A panel from Bennett Jones’ Employment Services group recently shared their views on four contemporary issues employers face…more

#MeToo, Anti-Fraud Provisions, British Columbia Supreme Court, Canada, Decriminalization of Marijuana

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New Guidance Provided for Issuers with U.S. Marijuana-Related Activities

On October 16, 2017, the Canadian Securities Administrators (CSA), the Toronto Stock Exchange (TSX), and the TSX Venture Exchange (TSXV and together with the TSX, the TMX Group), issued long-sought guidance on disclosure…more

Canada, Canadian Securities Administration, Disclosure Requirements, Marijuana Related Businesses, New Guidance

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

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

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

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

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

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

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Ontario and Toronto Land Transfer Tax Update 2018

In the current market of soaring real estate values, particularly in and around the City of Toronto (Toronto being the only Ontario municipality to levy its own transfer tax in addition to the provincial tax), an understanding…more

Canada, Real Estate Transactions, Real Estate Transfers, Realty Transfer Taxes

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Don’t Short the Truth

A recent decision of the Alberta Securities Commission appears to give short-sellers wide latitude to negatively comment on targets, and sets a potentially high burden on ASC Staff when seeking interim orders to address…more

Alberta Securities Commission, Canada, Enforcement Actions, Misrepresentation, Short Sales

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

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

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

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Ontario Corporations, Have You Got Your Real Property Register in Place?

The Ontario Business Corporations Act now requires all Ontario corporations holding ownership interests in land in Ontario to maintain a register of their ownership interests at their registered offices. Ontario corporations…more

Business Corporation Act, Canada, Corporate Governance, Real Estate Investments, Reporting Requirements

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New Details on Application of Federal Carbon-Pricing Backstop

On October 23, 2018, the federal government made further announcements regarding the federal carbon-pricing backstop (the “Backstop”), providing details on where the pricing system will apply and how the revenues for those…more

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

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When Is It Too Late to Sue for Environmental Contamination? The ABCA Rules

On February 6, 2019, the Alberta Court of Appeal (ABCA) released its first ever decision on section 218 of the Environmental Protection and Enhancement Act (EPEA), which may extend limitation periods applicable to environmental…more

Appeals, Canada, Contaminated Properties, Environmental Remediation Costs, Limitation Periods

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Inability to Measure Cannabis Impairment Justifies Zero-Tolerance Policy

The inability to measure and mitigate impairment from medical cannabis means employers can avoid accommodation requests from employees, according to the Newfoundland and Labrador Supreme Court in IBEW, Local 1620 v Lower…more

Canada, Decriminalization of Marijuana, Employment Policies, Hiring & Firing, Marijuana

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The Supreme Court of Canada Rules in Orphan Well Case

The Supreme Court of Canada ("SCC") today released its long-awaited decision in Orphan Well Association et al v Grant Thornton Limited et al, 2019 SCC 5. The SCC allowed the appeal and held that Alberta's regulatory regime can…more

Bankruptcy and Insolvency Act (BIA), Canada, Creditors, Environmental Liability, Illiquid Assets

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Understanding the GDPR—Comparing Consent Provisions to PIPEDA, PIPA and CASL

The European Union’s General Data Protection Regulation (GDPR) came into force on May 25, 2018. To assist Canadian organizations with their potential compliance efforts with respect to this legislation, the following is intended…more

Canada, CASL, Data Privacy, Data Protection, General Data Protection Regulation (GDPR)

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

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

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

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When Is a Loan “Green”?

New international guidelines on environmental sustainability adopted from green bonds allow lenders and borrowers to designate “green loans" - More than US $150 billion in “green bonds”—bonds that fund projects that provide…more

Bonds, Canada, Climate Change, Green Bonds, Loan Market Association

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Curtailment Rules Come Into Force for Production of Crude Oil and Crude Bitumen in Alberta

The government of Alberta has ordered and approved rules for curtailment of the production of crude oil and crude bitumen in Alberta. These rules took effect in January 2019. Following an announcement by Premier Rachel Notley on…more

Canada, Curtailment, Energy Sector, Exploration and Production Assets, Oil & Gas

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Mining Initial Public Offering Checklist - 2019

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

Canada, Capital Markets, Corporate Governance, Corporate Issuers, Early Stage Companies

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Federal Review of Environmental and Regulatory Processes Underway

Proposed Amendments to the Fisheries Act - On February 6, 2018, the Federal Government introduced amendments to the Fisheries Act aimed at enhancing protection to fish and fish habitat. The proposed amendments form part of a…more

Amended Regulation, Canada, Critical Habitat, Environmental Review, Fisheries Act

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Limitation Law and the Enforcement of Credit and Security Agreements

In June 2018, we wrote on the British Columbia Court of Appeal decision in Leatherman v 0969708 BC Ltd, 2018 BCCA 33, where the court considered sections 14 and 15 of the "new" Limitation Act, SBC 2012, c. 13 in the context of a…more

Appeals, Canada, Contract Terms, Credit Agreements, Dismissals

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

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

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

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SCC Renders Judgment on Cooperative National Securities Regulator

Is the End in Sight? On November 9, 2018, the Supreme Court of Canada (SCC) unanimously ruled that a proposed pan-Canadian securities regulator is constitutionally acceptable. The decision, Reference re Pan-Canadian…more

Canada, Constitutional Challenges, Regulatory Agenda, Regulatory Oversight, Securities

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Supreme Court Enforces Arbitration Clauses for Business Customers in Consumer Class Action

Business customers that agreed to arbitrate disputes cannot “piggyback” their claims onto a consumer class action in court, the Supreme Court of Canada has ruled…more

Arbitration, Arbitration Agreements, Canada, Class Action, Commercial Contracts

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B.C. Privacy Commissioner Issues Guidance Regarding Cannabis Transactions

Following the recent legalization of cannabis, private retailers are open for business from coast to coast. While cannabis remains illegal in other jurisdictions, cannabis users' personal information is highly sensitive. In…more

Canada, Data Protection, Data Protection Commissioner, Decriminalization of Marijuana, Marijuana

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Business Measures in 2019 Federal Budget

The 2019 Canadian federal budget was released on March 19, 2019 (Budget Day). As many of the proposals are aimed at investing in Canada’s middle class, the Budget was relatively light on proposals affecting businesses…more

BEPS, Canada, Corporate Taxes, Cross-Border Transactions, Federal Budget

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Representation and Warranty Insurance in M&A—What You Need to Know

Due in large part to greater awareness of the strategic value of representation and warranty insurance (RWI), an increasingly competitive underwriting market in Canada (resulting in lower costs, lower deductibles and more…more

Canada, Commercial Insurance Policies, Contract Negotiations, Due Diligence, Merger Agreements

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Bill 21: An Act to Protect Patients Applies to 30 Health Regulatory Colleges in Alberta

On November 19, 2018, Bill 21: An Act to Protect Patients ("Bill 21") received Royal Assent. Bill 21 sets out several changes to the Health Professions Act, including amendments regarding the discipline of inappropriate…more

Amended Regulation, Canada, Disciplinary Proceedings, Health Care Providers, New Legislation

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Last Chance to Speak Up on Public Consultation for REBBA Modernization

Change is coming to Ontario's Real Estate Business Brokers Act, 2002 (REBBA), and March 15, 2019, is your last chance to chime in. Earlier this year, the Ministry of Government and Consumer Services announced its plan to review…more

Canada, Consultation Periods, Ontario, Proposed Regulation, Real Estate Brokers

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Alberta Court Skewers Gibberish Legal Arguments

The Courts are taking a bold stand. In a decision that will no doubt have significant ramifications for businesses, governments, and the litigation bar across Canada, Associate Chief Justice Rooke of the Alberta Court of…more

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The Blockchain Buzz and Alberta

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

Bitcoin, Blockchain, Canada, Electronic Records, FinTech

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Bill 47 Implements Significant Changes to Ontario Employment Standards Legislation

On October 23, the Ontario Government introduced Bill 47, Making Ontario Open for Business Act, 2018 ("Bill 47"). The stated purpose of the legislation is to remove “the worst burdens that prevent Ontario businesses from…more

Amended Legislation, Best Management Practices, Canada, Employee Handbooks, Employment Contract

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Private Placement of Securities in Canada - Second Edition

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

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

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Staying the Course: Courts Will Not Hear Stayed Actions

In Ayoungman v Ayoungman, 2017 ABCA 333, the Court of Appeal of Alberta considered a dismissed application of the appellant, who claimed that the chambers judge did not give him a fair chance to argue his position…more

Appeals, Beneficiaries, Canada, Dismissals, Inter Vivos Gifts

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Bennett Jones Fall 2018 Economic Outlook

Section I: Global Growth to 2021 - Recent Developments - The world economy has expanded at a solid rate in the first three quarters of 2018, although growth has been somewhat slower and less synchronized than during 2017…more

Canada, China, Commodities, CPTPP, Economic Development

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Canadians to Face U.S. Liability under Helms-Burton as of May 2, 2019

In a reversal of long-standing U.S. policy, any person or entity with business operations or relationships in Cuba may soon face civil liability in the United States…more

Canada, Civil Liability, Cuba, Extraterritoriality Rules, Foreign Nationals

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No More House Arrest for Competition Act Offenders as Amendments Enter into Force

On November 20, 2012, amendments to the sentencing provisions of the Criminal Code, introduced by Bill C-10, the Safe Streets and Communities Act, entered into force. The Safe Streets Act received Royal Assent on March 13, 2012…more

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The Business Council of Canada’s Task Force on Canada’s Economic Future and WTO Reform

The Business Council of Canada's recently-launched Task Force on Canada’s Economic Future, which will conduct broad-based consultations across Canada, is well placed to provide advice and recommendations on Canada's global…more

Canada, Consultation, Exports, Global Economy, Global Market

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Staying the Course: Courts Will Not Hear Stayed Actions

In Ayoungman v Ayoungman, 2017 ABCA 333, the Court of Appeal of Alberta considered a dismissed application of the appellant, who claimed that the chambers judge did not give him a fair chance to argue his position…more

Appeals, Beneficiaries, Canada, Dismissals, Inter Vivos Gifts

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Intellectual Property Meets Real Property: Recent Copyright Infringement Cases

Two recent copyright infringement disputes involved the rare intersection of intellectual property with real property. In the first, the Ontario Court of Appeal determined who owned copyright in land surveys deposited with…more

Architecture, Canada, Copyright, Copyright Infringement, Land Surveys

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

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

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

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5 Tips for Preparing to Sell Your Oilfield Services Business

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

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

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Random Drug and Alcohol Testing on Hold in Alberta

Justice Belzil of the Alberta Court of Queen's Bench has granted an injunction prohibiting Suncor Energy Inc. (Suncor) from implementing random drug and alcohol testing at its work site north of Fort McMurray (Unifor, Local 707A…more

Canada, Drug Testing, Employment Litigation, Employment Policies, Injunctions

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Global Warming: Court of Appeal Shows Openness to Global Classes

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

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

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

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

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

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New Ratifications of the OECD's Multilateral Instrument Put Canadian Resource Holding Structures at Risk

Tax-efficient holding structures commonly used by multinational enterprises and private equity firms investing in the Canadian resource sector could soon become subject to anti-treaty shopping measures contained in the…more

Anti-Avoidance, Capital Gains, Foreign Investment, International Tax Issues, Multilateral Agreement

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Supreme Court to Reconsider Fundamental Elements of Antitrust Class Actions

Antitrust class actions have proliferated in Canada following the Supreme Court's 2013 "trilogy" of competition law decisions headlined by Pro-Sys Consultants Ltd. v. Microsoft Corp. Those decisions held that "indirect…more

Antitrust Provisions, Business Torts, Canada, Canadian Competition Act, Microsoft

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New Competition Act and Investment Canada Act Review Thresholds for 2019

On January 31, 2019, the Competition Bureau announced the 2019 size of transaction pre-merger notification threshold under the Competition Act would increase to $96 million (the 2018 threshold was $92 million). Acquisitions may…more

Canada, Competition Act, Foreign Direct Investment, Investment Canada Act, Premerger Notifications

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Securities Commissions Provide Guidance on New Canadian Takeover Rules in Hostile Cannabis Bid

For close to three months, M&A lawyers and other capital markets participants had been anxiously awaiting the release of written reasons from the Ontario Securities Commission (“OSC”) and the Financial and Consumer Affairs…more

Canada, Lock-Up Agreement, Lock-Up Requirements, New Regulations, Ontario Securities Commission (OSC)

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New GST/HST Rules Enacted for Fund Management Fee Arrangements

On December 13, 2018, legislation was passed implementing amendments to the Excise Tax Act (Canada) (the “ETA”) first announced in September 2017 affecting GST/HST on management and administrative services provided to private…more

Corporate Taxes, Excise Tax, Fund Managers, General Partnerships, Investment Funds

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Securities Commissions Provide Guidance on New Canadian Takeover Rules in Hostile Cannabis Bid

For close to three months, M&A lawyers and other capital markets participants had been anxiously awaiting the release of written reasons from the Ontario Securities Commission (“OSC”) and the Financial and Consumer Affairs…more

Canada, Lock-Up Agreement, Lock-Up Requirements, New Regulations, Ontario Securities Commission (OSC)

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Intellectual Property Meets Real Property: Recent Copyright Infringement Cases

Two recent copyright infringement disputes involved the rare intersection of intellectual property with real property. In the first, the Ontario Court of Appeal determined who owned copyright in land surveys deposited with…more

Architecture, Canada, Copyright, Copyright Infringement, Land Surveys

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Mining Initial Public Offering Checklist - 2019

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

Canada, Capital Markets, Corporate Governance, Corporate Issuers, Early Stage Companies

See all updates »

Canada Increases Steel Quota for Mexico and Drops Surtax on Re-Imported Canadian Steel

Without fanfare or announcement, the Government of Canada made two important amendments to the provisional surtaxes on steel products imported into Canada..…more

Canada, Canadian International Trade Tribunal (CITT), Imports, Memorandum of Understanding, Mexico

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Discouraging Family Fights from the Grave

If you are a beneficiary in a will that contains a no-contest clause, and you don't like what the will directs, be careful before you question its validity. You just might lose everything…more

Appeals, Beneficiaries, Canada, Disinherit, Estate Claims

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Digital Intermediaries Responsibility for Unknown CASL Violations

Canada’s Anti-spam law (CASL) is ambiguous and very onerous to comply with. The parliamentary INDU Committee, that studied the law, made numerous recommendations in order to provide needed clarity to the law. In December 2017,…more

Canada, CASL, CRTC, E-Commerce, Information Reports

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Litigating Securities Fraud in the Climate-Change Era

Climate change disclosure is receiving greater attention from Canadian public companies and their investors. As various legal claims begin to shape the world of climate change litigation, both in and outside of Canada, activist…more

Canada, Canadian Securities Administration, Climate Change, Corporate Governance, Disclosure Requirements

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Not All Breaches of Contract Are Created Equal

A breach of contract that deprives the innocent party of "substantially the whole benefit of the contract" gives the innocent party the option to terminate the contract and discharge the parties from future obligations, the…more

Breach of Contract, Commercial Leases, Commercial Property Owners, Contract Termination, Contract Terms

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Dramatic Revision of the Alberta Occupational Health and Safety Act

Bill 30: An Act to Protect the Health and Well-being of Working Albertans (the New Act), received its first reading in the Legislative Assembly of Alberta on November 27, 2017. If enacted in its current form, the New Act will…more

Canada, Employer Mandates, OHSA, Pending Legislation, Proposed Amendments

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SCC Renders Judgment on Cooperative National Securities Regulator

Is the End in Sight? On November 9, 2018, the Supreme Court of Canada (SCC) unanimously ruled that a proposed pan-Canadian securities regulator is constitutionally acceptable. The decision, Reference re Pan-Canadian…more

Canada, Constitutional Challenges, Regulatory Agenda, Regulatory Oversight, Securities

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Poseidon Plan of Arrangement Resolves Director and Auditor Liability Claims

The Alberta Court of Queen's Bench recently sanctioned the Companies' Creditors Arrangement Act ("CCAA") plan of compromise and arrangement (the "Plan") of Poseidon Concepts Corp. and certain of its affiliates (together,…more

Affiliates, Canada, Class Action, Commercial Bankruptcy, Complex Litigation

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Amendments to Early Warning Regime

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

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

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Canada Strengthens Transnational Business and Human Rights Oversight

The Canadian federal government has announced the creation of an Ombudsperson for "responsible enterprise", an office to be housed within Global Affairs Canada. Known formally as the Canadian Ombudsperson for Responsible…more

Canada, Corporate Social Responsibility, Human Rights, Ombudsman

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The Supreme Court of Canada Rules in Orphan Well Case

The Supreme Court of Canada ("SCC") today released its long-awaited decision in Orphan Well Association et al v Grant Thornton Limited et al, 2019 SCC 5. The SCC allowed the appeal and held that Alberta's regulatory regime can…more

Bankruptcy and Insolvency Act (BIA), Canada, Creditors, Environmental Liability, Illiquid Assets

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Ontario Court of Appeal Certifies Class Action Against Sun Life

On September 5, 2018, the Ontario Court of Appeal released its decision in Fehr v. Sun Life Assurance Company of Canada, overturning certain parts of the motion judge’s decision and certifying a class action against Sun Life…more

Appeals, Breach of Contract, Canada, Class Action, Class Certification

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

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

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

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Supreme Court Enforces Arbitration Clauses for Business Customers in Consumer Class Action

Business customers that agreed to arbitrate disputes cannot “piggyback” their claims onto a consumer class action in court, the Supreme Court of Canada has ruled…more

Arbitration, Arbitration Agreements, Canada, Class Action, Commercial Contracts

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

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

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

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Government of Alberta Announces New Rounds of Renewable Electricity Program

On February 5, 2018, the Government of Alberta announced information on the second and third rounds of its Renewable Electricity Program (REP)…more

Canada, Energy Projects, First Nations, Renewable Energy, Renewable Energy Investments

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Inability to Measure Cannabis Impairment Justifies Zero-Tolerance Policy

The inability to measure and mitigate impairment from medical cannabis means employers can avoid accommodation requests from employees, according to the Newfoundland and Labrador Supreme Court in IBEW, Local 1620 v Lower…more

Canada, Decriminalization of Marijuana, Employment Policies, Hiring & Firing, Marijuana

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

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

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

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New Ratifications of the OECD's Multilateral Instrument Put Canadian Resource Holding Structures at Risk

Tax-efficient holding structures commonly used by multinational enterprises and private equity firms investing in the Canadian resource sector could soon become subject to anti-treaty shopping measures contained in the…more

Anti-Avoidance, Capital Gains, Foreign Investment, International Tax Issues, Multilateral Agreement

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

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

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

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

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

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

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Public Works and Government Services Canada Integrity Clauses

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

Canada, Contractors, Public Works, Real Estate Market

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Changes Coming to Non-GAAP and Other Financial Measures Disclosures Regime

On September 6, 2018, the Canadian Securities Administrators (CSA) published a Notice and Request for Comment (the "Notice") regarding Proposed National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure (the…more

Canada, Canadian Securities Administration, Capital Markets, Disclosure Requirements, Financial Services Industry

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2019 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines

Institutional Shareholder Services ("ISS") and Glass, Lewis & Co ("Glass Lewis") have both released their updates to their respective Canadian proxy voting guidelines for the 2019 proxy season. The ISS updates apply to…more

Auditors, Audits, Board of Directors, Canada, Corporate Governance

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Canada Signs Global Climate Change Agreement

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

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

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New Rules for CBCA Companies

Companies incorporated under the Canada Business Corporations Act (CBCA) will need to consider new rules regarding director elections, diversity disclosure, shareholder communications and other matters…more

Board of Directors, Canada, CBCA, Corporate Governance, Disclosure Requirements

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

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

Canada, Research and Experiment Tax Credit, Tax Court

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Due North: U.S. Private Equity Sets Sights On Canada - Infographic

The outlook for private equity investment in Canada is promising. The country has become an attractive destination for foreign investors, and the total value of PE deals continues to reach new heights. A strong Canadian economy…more

Acquisitions, Canada, Competition, Cross-Border, EBITDA

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It’s Finally Happening—Major New Trademark Law Takes Effect in Canada on June 17, 2019

After five years of uncertainty and speculation, a date has been set for Canada’s drastic new trademark laws to come into force. Five months from today, on June 17, 2019, brand owners and local, national and global companies in…more

Canada, Filing Fees, Intent-to-Use, International Trademark Protection, Madrid Protocol

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B.C. Releases its Climate Action Plan, CleanBC

On December 5, 2018, the British Columbia government announced its climate action plan, CleanBC, which explains how the government intends to meet the province’s legislated emissions reduction targets (CleanBC Plan)…more

Canada, Climate Action Plan, Energy Policy, National Emissions Standards

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

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

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

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Global Warming: Court of Appeal Shows Openness to Global Classes

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

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

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Leave to Appeal to Supreme Court of Canada Denied in GSI Seismic Litigation

In the latest chapter in the seismic-related litigation brought by Geophysical Services Incorporated (GSI), the Supreme Court of Canada has denied GSI's application for leave to appeal from a judgment of the Alberta Court of…more

Canada, Copyright, Copyright Infringement, Leave to Appeal, Seismic Data

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Court of Appeal Decision Welcome News for Victims of Fraud

The Ontario Court of Appeal’s decision in Wescom Solutions Inc v Minet, 2019 ONCA 251 released on April 1, 2019, provides helpful guidance for victims of fraud seeking to pursue civil recovery against third parties…more

Appeals, Canada, Civil Liability, Damages, Fraud

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Government of Alberta Announces New Rounds of Renewable Electricity Program

On February 5, 2018, the Government of Alberta announced information on the second and third rounds of its Renewable Electricity Program (REP)…more

Canada, Energy Projects, First Nations, Renewable Energy, Renewable Energy Investments

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More Provinces Crowd into Crowdfunding, but Not Yet Ontario or Alberta

On May 14, 2015, the securities regulators of British Columbia, Saskatchewan, Manitoba, Québec, New Brunswick and Nova Scotia (the Crowdfunding Jurisdictions) announced that they have implemented, or expect to implement,…more

Canada, Crowdfunding, Entrepreneurs, Ontario Securities Commission (OSC), Popular

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The National Energy Board's Role in Crown Consultation

On July 26, 2017, the Supreme Court released two seminal decisions that clarify the role of administrative tribunals, such as the National Energy Board ("NEB"), in fulfilling the Crown’s duty to consult with Indigenous groups…more

Administrative Review Board, Canada, Duty To Consult, Energy Sector, First Nations

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Due North: U.S. Private Equity Sets Sights On Canada - Infographic

The outlook for private equity investment in Canada is promising. The country has become an attractive destination for foreign investors, and the total value of PE deals continues to reach new heights. A strong Canadian economy…more

Acquisitions, Canada, Competition, Cross-Border, EBITDA

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ABQB Clarifies Test for Lifting the Stay to Replace an Insolvent Operator

The Alberta Court of Queen's Bench has issued several conflicting decisions on whether a stay of proceedings in an insolvency matter should be temporarily lifted to allow enforcement of a contractual right to immediately replace…more

Assignments, Automatic Stay, Contract Terms, Insolvency, Joint Operating Agreement

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A Global Business Look at the Pacific Rim

It is not often that a group of lawyers gets an update in geopolitics from a senior military leader on exchange to the U.S. Pacific Command—but we had this privilege at a recent legal conference in Hawaii…more

Canada, Cross-Border Transactions, Free Trade Agreements, Trade Agreements, Trade Policy

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