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.

  • Mo Headshot (1)By Mohamed AmeryApril 24 2018
    Letter of Credit Security and the “Autonomy Principle”

    In commerce, parties often provide security in the form of letters of credit. A party (the “promisor”) may provide security for performance of its obligations under a commercial transaction (“underlying contract”) with the other party (the “promisee”) by procuring a letter of credit (“LOC”) from a bank.  The LOC would stipulate that a certain amount of money is to be released by the bank to the promisee/beneficiary if the promisor defaults in the underlying contract.  There would therefore be two different relationships at play: 1) that between the promisor and promisee in the underlying contract and 2) that between the bank and the beneficiary under the LOC.

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  • Joe Headshot (1)By Joe BrennanApril 16 2018
    Business LawOSC Provides Guidance on Hostile Take-Over Bids No Reduction of Minimum Bid Periods, Hard Lock-up Agreements are OK and Shareholder Rights Plans are Useless

    On March 15, 2018, the Ontario Securities Commission released the rationale behind its decisions on various applications submitted to it as a result of the hostile bid by Aurora Cannabis Inc. for CanniMed Therapeutics Inc. This decision provides important guidance to market participants and the legal community on the application of the new take-over bid regime to the 105 day minimum deposit period, hard lock-up agreements and the joint actor test, and shareholder rights plans.

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  •  (1)By April 13 2018
    Tax & Estate PlanningTrust Residency Post-Fundy

    Matt Trotta and Rami Pandher of Nerland Lindsey LLP discussed recent jurisprudence and best practices in respect of provincial trust residency in their featured article first published by the Canadian Tax Foundation in Canadian Tax Highlights, February 2018.

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  • Joe Headshot (1)By Joe BrennanApril 05 2018
    Business LawComing Soon – Mandatory Privacy Breach Reporting and Record-Keeping

    Be aware that, effective November 1, 2018, the provisions of Canada’s Digital Privacy Act dealing with privacy breach notification and breach record keeping will come into force.

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  • Joe Headshot (1)By Joe BrennanMarch 26 2018
    Business LawA Reminder for D&O’s re: Civil Liability for Secondary Market Disclosure

    Investors that purchase the securities of a Canadian public company on the secondary market (i.e. on a stock exchange) may bring claims against the company and its directors and officers for (i) a misrepresentation in a document or in a public oral statement or (ii) a failure to make timely disclosure of a material change. This article provides a very simplified refresher course on those potential civil liabilities.  

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  • Joe Headshot (1)By Joe BrennanMarch 23 2018
    Business LawCanadian Disclosure Requirements for US Marijuana Issuers

    Many jurisdictions in the United States now permit the use and sale of marijuana within a regulatory framework. Consequently, several Canadian public companies currently have, or are in the process of developing, marijuana-related activities in such U.S. states (U.S. Marijuana Issuers). However, marijuana continues to be listed as a controlled substance under U.S. federal law. As such, marijuana-related practices or activities, including the cultivation, possession or distribution of marijuana, are illegal under U.S. federal law.  This is a significant risk factor, and raises concerns about the disclosure requirements under Canadian securities laws, for U.S. Marijuana Issuers. The Canadian Securities Administrators (CSA) have recently issued CSA Staff Notice 51-352 (Revised) outlining its specific disclosure expectations for U.S. Marijuana Issuers.

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