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.

  • 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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  • 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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