Global awareness of the risks and liabilities associated with the use and persistence of per- and polyfluoroalkyl substances (PFAS) has been growing over the past two decades. In response, governments in Canada and elsewhere have been grappling with how to regulate these “forever chemicals.” As discussed in our prior article, Understanding PFAS in Canada: An emerging risk, PFAS are a group of over 4,700 synthetic chemicals characterized by a fluorinated…
In March 2023, Industry Minister Francois-Philippe Champagne tabled legislative amendments regarding the creation of a Canadian corporate beneficial ownership registry. The proposed amendments, which recently passed the second reading in the House of Commons,1 apply to entities incorporated under the Canada Business Corporations Act (the CBCA). Non-compliance with the proposed amendments will carry significant administrative sanctions or criminal penalties. Background A beneficial ownership registry publicizes information on individuals with significant…
The number and size of public investment funds in Canada that hold crypto assets (Public Crypto Asset Funds) has grown rapidly since the first Public Crypto Asset Fund was launched in Canada in 2020. On July 6, 2023, the Canadian Securities Administrators (CSA) published CSA Staff Notice 81-336 Guidance on Crypto Asset Investment Funds that are Reporting Issuers (the Staff Notice) to provide guidance to fund managers regarding the operation…
Bill C-47, An Act to implement certain provisions of the budget tabled in Parliament on March 28, 2023 (Bill C-47), received royal assent on June 22, 2023. Bill C-47 includes a major expansion of the mandatory disclosure rules for “reportable transactions” and the introduction of disclosure requirements for “notifiable transactions”. These rules require reporting to the Canada Revenue Agency (CRA) of the reportable transaction within 90 days after the earlier…
Doing an M&A transaction across borders means increased complexity and risk for the parties involved, but careful planning — guided by experienced advice — can help ensure nothing gets lost in translation. Our first set of 10 tips for U.S. professionals doing private M&A deals in Canada covers everything from why structuring an earn-out clause as a “reverse earn-out” is a good tax strategy to the nuances of procuring representation…
Cybersecurity is a significant challenge for organizations of all kinds and sizes, including small organizations with limited resources for a cybersecurity program. Each of the Canadian Centre for Cyber Security (CCCS), the United States Cybersecurity & Infrastructure Security Agency (CISA), and the Australian Cyber Security Centre (ACSC) have issued recent guidance to help small organizations implement foundational cybersecurity measures to begin building cybersecurity resilience. The cybersecurity challenge Cybersecurity is important…
To add to climate change litigation in recent past years, the United Kingdom High Court has now dismissed an environmental organization’s derivative action against the board of directors of Shell plc (Shell). In ClientEarth v. Shell plc and others [2023] EWHC 1137 (Ch) , the High Court found that the plaintiff failed to establish that the directors, in adopting Shell’s energy transition strategy, were not acting reasonably in Shell’s interests.…
You’ve likely heard collaboration categorized as a “soft skill.” Distinguished Harvard Fellow and award-winning author, Dr. Heidi Gardner, says that’s not true. Dr. Gardner was in Toronto for BLG’s smarter collaboration session, sharing the stage with Patrice Walch-Watson, senior managing director, general counsel and corporate secretary for Canadian Pension Plan Investments; Sandra Perri, senior vice president and general counsel at Sun Life Canada; and Graham Ross, BLG’S chief client officer.…
Non-competition covenants are regularly included in commercial agreements related to the purchase of a business and are critical in ensuring that the vendor of a business does not compete following the sale. However, even in commercial agreements, to be enforceable, non-competition covenants must be reasonable in geographic scope, length of time and the scope of the activity prohibited. Recently, in Ruel v Rebonne, 2023 ABCA 156 (CanLII), the Court of…
On May 29, 2023, the Office of the Privacy Commissioner of Canada (OPC) released new guidance on employee privacy rights in the workplace (the Guidance). The Guidance considers the balance between respecting employee workplace privacy while also recognizing that, under certain circumstances, employers may have a legitimate need to monitor and manage their employees. Overview While employers may need to collect certain information about their employees, employees will still have…
Owners of intellectual property rights (the owner) should keep in mind the measures provided for in the Trademarks Act and the Copyright Act (collectively, the Acts) intended to address the importation and exportation of counterfeit goods in Canada as part of their enforcement toolbox. This can include if the conditions are met, pharmaceutical products for example. The process provided for in these Acts arises from the general prohibition on importation…
What you need to know The SCC dismissed Nova Chemicals Corp.’s (Nova) appeal in an 8-1 decision. This case considered accounting of profits as a remedy for patent infringement and provided some much-needed guidance on how to determine if a non-infringing option exists, and whether to use it in the calculation of the profits to be disgorged by the infringer. The SCC upheld the award of springboard profits to Dow…
The Supreme Court of Canada recently considered the statutory test to dismiss strategic lawsuits against public participation (SLAPPs) under British Columbia’s Protection of Public Participation Act, S.B.C. 2019, c. 3 (PPPA). On May 19, 2023, the Court released its long-anticipated decision in Hansman v Neufeld, 2023 SCC 14. In a 6–1 decision, the SCC granted Mr. Hansman’s appeal and dismissed a defamation lawsuit brought in 2018 by a school board…
On Friday, May 26, 2023, the Supreme Court of Canada (SCC or the Supreme Court) dismissed the taxpayer’s appeal in Deans Knight Income Corp. v Canada, 2023 SCC 16 (Deans Knight). This much-anticipated decision deals with the general anti-avoidance rule (GAAR) in section 245 of the Income Tax Act1 (Act). The GAAR, where applicable, allows the Canada Revenue Agency (CRA) to redetermine the tax consequences of a transaction. For GAAR to apply,…