WeirFoulds Securities Law Review

December 7, 2017 | download

Our coverage is succinct and targeted to serve the needs of issuers and their advisors. For more detailed information on our service offerings, please visit us online at weirfoulds.com.

Recent developments include:

  • TSX releases guidance with respect to majority voting policies and advance notice policies
  • Impact of the 2016 changes to the Canadian take-over bid regime
  • OSC draws the line on private placements during proxy contests in the Eco Oro decision
  • Securities Commission staff raise the bar for conflict transactions
  • Exempt market dealers banned from prospectus offerings

Race to "get a foot in the door" of the recreational cannabis industry raises potentially legal issues

November 30, 2017

Canadian cannabis producers are in a race to increase their size and gain capital ahead of Canada's planned recreational cannabis legalization in July 2018. The recent dueling takeover bids involving a trio of domestic cannabis companies is proof of the jockeying that is currently going on in the industry.


Government Backtracks on Anti-Surplus Stripping Proposals, and Looks to Develop Alternative Proposals

October 19, 2017

Happily, on October 19, 2017, the Federal Government announced it is not proceeding with yet another measure in its July 18 proposals (summarized here) – this time, the anti-surplus stripping proposals. Earlier in the week, the Government announced that it will (i) simplify the income sprinkling proposals and not proceed with proposed measures to limit access to the Lifetime Capital Gains Exemption (summarized here) and (ii) add a safe harbour for the proposals impacting the taxation of passive income in a private corporation (summarized here).

Proposed Tax Measures to Limit Deferral Benefits of Acquiring Passive Investments in Private Corporations

October 18, 2017 | download

On October 18, 2017, the Federal Government announced its intention to introduce measures to limit the deferral advantage associated with a private corporation using active business income to make passive investments (the "Announcement").  To see our prior Client Alert concerning the Government's announcements earlier in the week, click here.

Government Backtracks on Certain Income Tax Proposals Impacting Private Corporations and their Shareholders

October 16, 2017

On October 16, 2017, the Federal Government announced its intention to lower the small business tax rate from 10.5% to 10 per cent, effective January 1, 2018, and to 9 per cent, effective January 1, 2019. It also announced it will "simplify" the proposed dividend sprinkling rules and that they will not be moving forward with proposed measures to limit access to the Lifetime Capital Gains Exemption(the "Announcement"). See our prior Client Alert for a summary of the original proposals.

Beware: Proposed Tax Changes May Require you to Act Now

September 29, 2017

In a prior Client Alert, we summarized tax proposals released on July 18th, 2017 that will, if enacted as proposed, significantly change the tax rules for private corporations and their shareholders.  In some cases, it may be appropriate (or at least not unwise) to wait to see the final form of proposals before taking action.  However, there are two scenarios we would like to draw to your attention where you should consider acting now.

Canada's Anti-Spam Law Update: Private Right of Action Suspended

June 8, 2017

A private right of action under Canada's Anti-Spam Law (CASL) was scheduled to become law on July 1, 2017 (see recent WeirFoulds Newsletter, Canada's Anti-Spam Law has New Teeth on July 1, 2017). CASL generally provides that commercial electronic messages cannot be sent by organizations unless express or implied consent exists. Under the private right of action, organizations who breach CASL would be exposed to lawsuits for statutory damages equal to $200 for each breach to a maximum of $1,000,000 for each day of breach regardless of the amount of actual damages suffered.

Protecting Patients Act, 2017 passed by the Government

June 1, 2017

On May 30, 2017, Bill 87, Protecting Patients Act, 2017 (the Act), was passed by the government. The Act amends the Regulated Health Professions Act, 1991 (the RHPA) and five other health-related Acts. The Act addresses a number of the recommendations of the Task Force (Task Force) of the Minister of Health and Long-Term Care (the Minister) on the Prevention of Sexual Abuse of Patients and the Regulated Health Professions Act, 1991.

National Cyber Security Awareness Month: 10 Tips For Businesses

September 30, 2016

October is national Cyber Security Awareness Month. Here are 10 cybersecurity tips for businesses.

WeirFoulds Securities Law Quarterly: Concise, Informative Updates on Securities Law Developments for the Canadian Marketplace

July 25, 2016 | download

Our coverage is succinct and targeted to serve the needs of issuers and their advisors. For more detailed information on our service offerings, please visit us online at weirfoulds.com.

Recent developments include:

  • Ontario Securities Commission proposed rule regarding distributions outside of Canada;
  • New harmonized exempt distribution reports;
  • New prohibition on insider recommending buying/selling securities in Ontario;
  • Toronto Stock Exchange proposed amendments to website disclosure and security based compensation arrangement disclosure; and
  • Listing of special purpose acquisition corporations ("SPACs") on the TSX.

Case Commentary: Ontario Court of Appeal Delivers Stern Message to Employers Who Mistreat Employees with Disabilities

July 25, 2016

The Plaintiff was employed by the defendant for 15 years.  She earned $12.95 per hour.  She was dismissed at the age of 56 after she became totally deaf, possibly due to a virus.  The conduct of her employer is summarized by Epstein, J.A. at the outset and is startling, to say the least:

Non-Resident Employer Certification Regime: Withholding Relief for Non-Resident Employers and Employees

June 24, 2016 | download

INTERNATIONAL TAX LAW UPDATE

On June 23, 2016, Budget Implementation Act, 2016, No. 1 received Royal Assent, which among other things, enacts a non-resident employer certificate regime that may be of interest to employers sending employees to Canada.

Panama Papers and Offshore Accounts: Window of Opportunity to Make a Voluntary Disclosure Closing

May 11, 2016 | download

Canadian residents are required to report worldwide income. Furthermore, Canadian residents are generally required to annually file a special information return for any year that they held, at any time in that year, "specified foreign property" that had a cost exceeding $100,000. A failure to report such income or file any such return makes the Canadian resident liable to significant penalties (for which interest accrues daily) and potentially open to criminal prosecution.

WeirFoulds Securities Law Quarterly: Concise, Informative Updates on Securities Law Developments for the Canadian Marketplace

March 31, 2016 | download

Recent developments include:

  • Canadian Securities Administrators (the "CSA") final amendments to the early warning system effective May 9, 2016;
  • CSA changes to the take-over bid regime, also effective May 9, 2016;
  • Toronto Stock Exchange (the "TSX") Staff Notice 2016-0002 and TSX Venture Exchange (the "TSX-V") Corporate Finance Bulletin regarding rights offerings;
  • Ontario Securities Commission (the "OSC") results of insider reporting compliance review; and
  • Reminder to mortgage investment entities of registration requirements.

Estate Alert - Proposed Amendments to Ontario Legislation in Respect of Parental Recognition

February 11, 2016 | download

Bill 137 - An Act to amend the Children's Law Reform Act, the Vital Statistics Act and other Acts with respect to parental recognition, which is also known as Cy and Ruby's Act (Parental Recognition), 2015 - proposes a number of amendments to the statutes dealing with parental recognition.

Ten ways to protect your confidential information

December 27, 2013

In today's business world, confidential information such as customer lists, proprietary technology, pricing information, and marketing plans are critical business assets that can be compromised if not handled properly.

A prime area of exposure is departing employees who choose to work for a competitor. Risk also exists when confidential information is disclosed in order to negotiate a business deal, but the negotiation falls apart.