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.

  • Tax & Estate PlanningSTEP Canada / Canada Revenue Agency Roundtable (2019)

    This year, two of our associates – Katherine Ratcliffe and Jocelyn Arnason – attended the 21stannual Society of Trust and Estate Practitioners (STEP) Canada National Conference in Toronto, Ontario on June 6th and 7th, 2019. As usual, the STEP Canada/Canada Revenue Agency (CRA) Roundtable was one of the highlights of the conference. During the Roundtable, the CRA provided detailed answers to 18 pre-selected questions posed by trust and estate practitioners across Canada on a variety of topics, including 6 questions requesting clarification on the relatively new "tax on split income" (TOSI) rules.

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  • Joe Headshot (1)By Joe BrennanFebruary 14 2019
    Business LawBe Aware of the Competition Act When Making Acquisitions

    The Competition Bureau can review any merger or acquisition transaction, whether or not it is a “notifiable transaction” and whether or not the transaction has already closed.

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  • Joe Headshot (1)By Joe BrennanJanuary 15 2019
    Business LawUsing the “Material Adverse Change” Condition to Terminate

    According to a recent decision of the Delaware Court of Chancery, a buyer may rely on the material adverse change condition (also known as a “material adverse effect”, “MAC” or “MAE” condition) to terminate an acquisition agreement if the change in the target company "substantially threatens the overall earnings potential of the target in a durationally-significant manner" … "measured in years rather than months."

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  • 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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