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.

Business Law

Using the “Material Adverse Change” Condition to Terminate

Click here to view in PDF. According to a recent decision of the Delaware Court of Chancery, a buyer may rely on the material adverse change condition (also known as...

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Business Law

Another Case of the Accidental Franchisor

Click here to view in PDF. The decision of the Ontario Superior Court of Justice in Fyfe v. Stephens (2018 ONCSC 5066) (Fyfe) exemplifies the importance of substance over form...

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Business Law

CSA 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...

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Business Law

Everyone Revokes the Northwest Exemption Except Alberta and Saskatchewan

This article updates a previous article written by myself and Adam Rock dated June 9, 2016 entitled “Finder’s Fees – Permitted, Recommended and Prohibited Activities”. The Northwest Exemption is a...

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Business Law

ASC 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...

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Business Law

Canadian 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...

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Business Law

CSA 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...

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Litigation

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...

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Business Law

OSC 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

Click here to view in PDF. On March 15, 2018, the Ontario Securities Commission released the rationale behind its decisions on various applications submitted to it as a result of...

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Business Law

Coming Soon – Mandatory Privacy Breach Reporting and Record-Keeping

Click here to view in PDF. 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...

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