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The Little Engine that Couldn’t: SCC Rules on Limitation of Liability for Sale of Ship Engine Parts

December 4, 2019

The Supreme Court of Canada (SCC) recently rendered an important decision on the division of powers between the federal and provincial governments. While that decision was made in the context of Canadian maritime law, it has potentially far-reaching implications for contracts and disputes involving the transportation of goods across borders and the construction of projects under federal jurisdiction. BACKGROUND In…

Corporate Transparency: Which Path Will Quebec Take?

December 3, 2019

In recent years, several countries have undertaken various actions to combat fraud, tax evasion, tax avoidance, money laundering and the financing of criminal activities. Despite the implementation of several measures to strengthen corporate transparency, the Quebec government is still seeking solutions to counter these schemes. It is in this context that, in October 2019, Quebec’s Ministry of Finance published a…

Burden Reduction: OSC Addresses 199 Problems

November 28, 2019

The Ontario Securities Commission (OSC) has released its Reducing Regulatory Burden in Ontario’s Capital Markets report (Report), identifying 107 initiatives to address 34 underlying concerns identified in the 199 suggestions received through its stakeholder consultation process to gather feedback on unnecessary burden and areas for improvement. While a national securities regulator would be the most significant reduction in the burden…

Cybersecurity Alert: IIROC-Regulated Investment Firms Must Now Report Incidents

November 25, 2019

The Investment Industry Regulatory Organization of Canada (IIROC) has amended its Dealer Member Rules to require mandatory reporting by dealer members (Dealers) in the event of a cybersecurity incident. The amendments are accompanied by guidance on the new requirements. IIROC expects dealers to issue an initial report within three days of discovery of an incident, and to submit a detailed…

Ontario’s Proposed Supply Chain Management Act: Highlights of Key Provincial Procurement Developments

November 22, 2019

As part of its most recent budget legislation (Bill 138), the Government of Ontario introduced the Supply Chain Management Act (Government, Broader Public Sector and Health Sector Entities), 2019 (Act) in support of the provincial government’s policy of centralizing procurement activities. Public sector buyers and vendors doing business with Ontario will be keenly interested in this Act and the Regulations…

CSA Seeks Comments on Initiative to Reduce Regulatory Burden for Investment Fund Issuers

November 21, 2019

In September 2019, the Canadian Securities Administrators (CSA) published CSA Notice and Request for Comment Reducing Regulatory Burden for Investment Fund Issuers – Phase 2, Stage 1, which outlines a number of proposed amendments and proposed changes to the disclosure regime and operational matters for investment fund issuers (the Proposed Amendments). Comments on the Proposed Amendments are due by December…

FINTRAC’s Updated Guidance on Methods to Verify Identity: A New Spin On “Authentic”

November 20, 2019

The Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) has updated its guidance on Methods to verify the identity of an individual and confirm the existence of a corporation or an entity other than a corporation (Guidance). The Guidance follows recent amendments to the regulations (Regulations) to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA) in…

Clawback Policies Gain More Ground in Canada

November 18, 2019

Despite a lack of legislative change over the past eight years, the use of “clawback” provisions—arrangements under which an employee forfeits previously awarded compensation—have become increasingly common in Canada. Canadian public companies listed in the U.S. are subject to statutory clawbacks for certain employees. As well, certain Canadian financial institutions regulated by the Office of the Superintendent of Financial Institutions…

The syncreon Group: Landmark Case Recognizes English Schemes of Arrangements in Canada

November 14, 2019

In October 2019, syncreon Group Holdings B.V. and its subsidiaries (collectively, the syncreon Group) completed a landmark cross-border balance sheet restructuring of approximately US$1.1-billion of debt. The syncreon Group’s restructuring is believed to be the first time that English scheme of arrangement proceedings have been used to restructure debt issued by a U.S.-based multinational enterprise (Scheme Proceedings). Further, in its…

What Canadian Businesses Need to Know about the California Consumer Privacy Act

November 12, 2019

Come July 1, 2020, Canadian entities caught under the California Consumer Privacy Act (CCPA) will need to comply with proposed regulations that were recently issued by the Attorney General’s office. The draft rules clarify the intended interpretation of the CCPA and create new substantive requirements with which businesses must comply. The draft regulations are open for public comment until December…