Mondaq Canada: Corporate/Commercial Law
Stikeman Elliott LLP
Proposed Rules of Procedure and Forms and Practice Guidelines have been published for comment by the Ontario Securities Commission which will replace the current rules and guidelines ...
Borden Ladner Gervais LLP
On March 7, 2017, Bill 101, Enhancing Shareholders Rights Act, 2017 (the "Bill"), a private member's bill, was introduced in the Legislative Assembly of Ontario for the purpose of amending...
Bennett Jones LLP
The B.C. Securities Commission's 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.
McCarthy Tétrault LLP
The C$379 million (2017) pre-closing review threshold for direct acquisitions of Canadian businesses by non-Canadian, state-owned investors continues to apply.
Cassels Brock
The disclosure of confidential information during the negotiation and due diligence phases of an M&A transaction can expose the disclosing party to various risks.
Cassels Brock
While the nature and extent of due diligence in a private equity transaction is deal-specific, increasing globalization and use of electronic data storage and dissemination practices...
Borden Ladner Gervais LLP
Recently, the ASC released its decision in Re CMS Financial Management Services Ltd. The ASC panel considered an appeal from certain investors of a decision of the Executive Director...
Lerners
Ontario's Bulk Sales Act (the "BSA") is no more. The repeal was part of a number of legislative changes contained in the Burden Reduction Act, 2017 which received Royal Assent on March 22, 2017 and became part of the law of Ontario.
Burnet, Duckworth & Palmer LLP
Companies share privileged records with transaction counterparties for many different reasons — to optimize tax consequences of a restructuring or to conduct due diligence, for example.
Burnet, Duckworth & Palmer LLP
Since the Supreme Court of Canada's decision in Bhasin v. Hrynew (Bhasin), the extent of the contractual duties of good faith and honesty have been of significant interest to commercial contracting parties.
Norton Rose Fulbright Canada LLP
The Forfeited Corporate Property Act, 2015 recently came into force, amending numerous provisions of the Business Corporations Act (Ontario) and thereby creating additional...
Gowling WLG
For financing lawyers, the precise dividing line between the simple fluidity of financing law and the highly meticulous application of securities laws has always been an uncertain one.
Torys LLP
TSX is proposing new rules for listed companies on security-based compensation arrangements and website postings. In response to substantial feedback from market participants...
Burnet, Duckworth & Palmer LLP
Since the Supreme Court of Canada's decision in Bhasin v. Hrynew (Bhasin), the extent of the contractual duties of good faith and honesty have been of significant interest to commercial contracting parties.
Goodmans LLP
The CSA recently released a consultation paper that seeks to identify and evaluate opportunities to reduce the regulatory burden on Canadian public companies (other than investment funds) without compromising investor protection or the efficiency of the capital market.
Borden Ladner Gervais LLP
On April 6, 2017, the Canadian Securities Administrators (the "CSA") released Consultation Paper 51-404 — Considerations for Reducing Regulatory Burden for Non-Investment Fund Reporting Issuers in which it discusses, and asks for feedback on, potentially sweeping changes to the rules governing prospectus offerings as well as continuous reporting obligations for Canadian reporting issuers other than investment funds.
Borden Ladner Gervais LLP
This week the IIROC was the latest market regulatory to release its enforcement activity report for 2015. The enforcement report details the disciplinary action undertaken by IIROC last year.
Borden Ladner Gervais LLP
Royal Bank of Canada v. Surje & Company Inc. is a recent decision of the Ontario Superior Court of Justice. The personal defendant, Sunny Bhasin held most of the common shares in Surge & Company Inc., the corporate defendant.
Borden Ladner Gervais LLP
Although members of non-share capital corporations have a right to submit and discuss a "proposal" at a meeting of members under the federal Canada Not-for-Profit Corporations Act ("CNCA") and will soon have such a right under Ontario's not-yet-in-force Not-for-Profit Corporations Act, 2010 ("ONCA"), the recent decision of the Ontario Superior Court of Justice (the "Court") in Koh v. Ellipsiz Communications Ltd. is a useful reminder to boards of directors that this right is not unlimited
Norton Rose Fulbright Canada LLP
The years after the financial crisis have seen a renewed focus on long-term value creation among investors, regulators, and—as a result—management teams.
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McCarthy Tétrault LLP
Prior to the repeal of the BSA, Ontario was the only remaining Canadian jurisdiction with bulk sales legislation.
Minden Gross LLP
On October 3, 2016, the Department of Finance introduced significant changes to the principal residence exemption ("PRE") rules in order to "improve tax fairness by closing loopholes...
Borden Ladner Gervais LLP
As the domestic Canadian economy continues to mature, companies with a healthy appetite for risk can find themselves looking outside Canada to generate significant returns. Investments in foreign jurisdictions come with a myriad of challenges...
Cox & Palmer
Tudor Sales Ltd. (Re), 2017 BCSC 119 is a case from British Columbia that dealt with whether shareholder loans, as a non-arm's length transaction, are properly characterized as debt, or as equity.
Burnet, Duckworth & Palmer LLP
IN ALBERTA, DIRECTORS AND OFFICERS OF COMPANIES MAY FACE PERSONAL LIAB ILITY UNDER ENVIRONMENTAL AND REGULATORY STATUTES, particularly under the Environmental Protection and Enhancement Act1, and the Oil and Gas...
Miller Thomson LLP
In Cowper-Smith v. Morgan 2016 BCCA 200, the British Columbia Court of Appeal upheld a finding of undue influence by the testatrix's daughter, despite advice from two separate lawyers.
Torys LLP
The federal budget (Budget 2017) tabled on March 22, 2017 (Budget Day) contains a number of proposed amendments to Canada's Income Tax Act (the Tax Act).
Minden Gross LLP
On December 10, 2016, The Forfeited Corporate Property Act, 2015 ("FCPA"), came into force
McCarthy Tétrault LLP
Currently, stock ledgers in Delaware corporations are typically maintained by a corporate secretary or transfer agent, who manually updates the ledger upon receipt of notification of a transfer...
Cassels Brock
In Apotex Inc. v Canada (Minister of Health) ("Apotex"), the Federal Court (the "Court") provided some guidance with respect to the procedure pharmaceutical companies should undertake...
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