Insights

The practice of law is changing every day, and the effect of changing legislature on businesses is significant. We write about recent developments in the world of tax & business law, keeping a watchful eye on the changing landscape for our clients. See what we’re thinking about, and what your business should be looking out for.

  • Sam K Head Shot (1)By Sam KhajeeiOctober 24 2018
    Business LawAnother Case of the Accidental Franchisor

    The decision of the Ontario Superior Court of Justice in Fyfe v. Stephens (2018 ONCSC 5066) (Fyfe) exemplifies the importance of substance over form as it relates to contractual relationships that may or may not be characterized as "franchising arrangements". 

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  • Joe Headshot (1)By Joe BrennanSeptember 07 2018
    Business LawCSA Proposes New Rule on Non-GAAP and Other Financial Measures Disclosure

    The Canadian Securities Administrators (the “CSA”) have published for comment Proposed National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure (the “Proposed Instrument”). The Proposed Instrument sets out prescribed disclosure requirements for non-GAAP financial measures and other financial measures (i.e. segment measures, capital management measures, and supplementary financial measures). There is no indication of an intended effective date but the proposed instrument is substantively similar to, although quite a bit more exhaustive than, their current guidance on the matter contained CSA Staff Notice 52-306 (Revised) Non-GAAP Financial Measures (“SN 52-306”). Consequently, I speculate that it may become effective by the time issuers are required to file their annual disclosures for the year ended December 31, 2018. However, even if it takes longer to be effective as a National Instrument (i.e. law), in my opinion it provides significant guidance on the CSA’s expectations regarding required disclosure on these financial measures in order for them to not be misleading and therefore not contrary to existing securities laws.

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  • Joe Headshot (1)By Joe BrennanAugust 28 2018
    Business LawEveryone Revokes the Northwest Exemption Except Alberta and Saskatchewan

    The Northwest Exemption is a conditional registration exemption currently in place in Western Canada often relied upon by “finders” to receive fees for their services in introducing investors to companies looking to raise money. However, on August 15, 2018, the securities regulatory authorities of British Columbia, Manitoba, Nunavut, the Northwest Territories, and Yukon announced that they will revoke the “Northwestern Exemption” in their jurisdictions effective on April 30, 2019. And both Alberta and Saskatchewan have also announced that they are considering doing the same. 

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  • Joe Headshot (1)By Joe BrennanAugust 13 2018
    Business LawASC Expands Prospectus Exemptions for Distributions to Purchasers Outside Alberta

    The Alberta Securities Commission (ASC) recently updated ASC Rule 72-501 Distributions to Purchasers Outside Alberta. This new rule significantly expands upon the exemptions available to an Alberta issuer where the offering materially complies with the securities laws of the foreign jurisdiction. In addition, the new rule contains a prospectus exemption to facilitate Alberta issuers using the offering memorandum prospectus exemption to more readily raise capital from investors in other jurisdictions of Canada.  The new rule is very similar, but not identical to, the new rule on this subject matter adopted earlier this year in Ontario. 

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  • Joe Headshot (1)By Joe BrennanJune 22 2018
    Business LawCanadian Companies Need to Assess Their “Foreign Private Issuer” Status for SEC Reporting Purposes

    Canadian companies wishing to access the US capital markets from time to time, and that have historically qualified as a “foreign private issuer” under US federal securities laws, need to annually assess whether they continue to meet the tests to qualify as a “foreign private issuer”.  Under US federal securities laws, “foreign private issuers” are exempt from US registration and continuous disclosure requirements. If a foreign company does not continue to qualify as a foreign private issuer, it becomes subject to the same registration and disclosure requirements applicable to domestic US entities.  A foreign company must determine its status as a “foreign private issuer”, on an annual basis, as of the end of its second fiscal quarter (i.e. by June 29, 2018 for a company with a December 31 year-end).

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  • Joe Headshot (1)By Joe BrennanJune 12 2018
    Business LawCSA Staff Says Most Coin/Token Offerings Are Securities

    On June 11, 2018, the Canadian Securities Administrators (CSA) provided guidance on when an offering of cryptocurrencies such as coins or tokens, including ones that are commonly referred to as “utility tokens”, will be offering of securities.  This is important because if the coin or token is considered a security, then the person issuing the coin or token must comply with provincial securities laws when doing so (i.e. file and clear a prospectus with securities regulators or rely on an exemption from those prospectus requirements). Failure to do so could give rise to statutory and civil liability including a requirement to return money to investors.

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