Over the course of his first term in office, President Trump made no secret of his skepticism towards the World Trade Organization (WTO). In 2018, he threatened to withdraw the United States from the WTO if it did not “shape up”. During a White House press briefing in September of 2020, he stated that “the WTO, as far as I’m concerned, was created to suck money and jobs out of…
On Oct. 11, 2024, the Supreme Court of Canada (the SCC) released its decision in Aquino v. Bondfield Construction Co. – the first case in which it has addressed the doctrine of corporate attribution in the context of insolvency proceedings. In particular, the SCC considered the way in which the doctrine interacts with section 96 of the Bankruptcy and Insolvency Act (the BIA), also known as the “transfer at undervalue”…
On November 15, 2024, in Morabito v. British Columbia (Securities Commission), the Court of Appeal for British Columbia allowed the appeals from a decision of the British Columbia Securities Commission because the procedure adopted by the Commission panel hearing the appellants’ abuse of process applications denied the appellants a fair hearing. The Court’s decision confirmed that while deference is generally owed to administrative tribunals such as the Securities Commission, the…
Mandatory extended producer responsibility (EPR) systems continue to roll-out in Canadian provinces, making producers responsible for the products and product packaging they supply to consumers. The rollouts include new fees, third party verification of data, significant penalties for non-compliance, and expansion of scope. Most provinces have now enacted EPR legislation, except for Prince Edward Island, Newfoundland and Labrador, Nunavut and Northwest Territories. As we have discussed in previous articles, EPR…
Background On Nov. 4, 2024, the Minister of Service tabled Bill 30, the Service Alberta Statutes Amendment Act, 2024 (Bill 30). Bill 30 introduces proposed amendments to Alberta’s Prompt Payment and Construction Lien Act (the PPCLA) and the Public Works Act (the PWA) that could result in changes to the province’s construction industry. Bill 30 presents an interesting opportunity for the Alberta Legislature to provide additional clarification around the adjudication…
The Ontario Capital Markets Tribunal (OCMT) cease traded the Bitfarms Ltd. (Bitfarms) shareholder rights plan pursuant to its public interest powers. The OCMT’s decision found the Plan “undermined, in a real and substantial way, the principles underlying the take-over bid regime.” The reasons for the decision provide important insights into the use of shareholder rights plans to prevent hostile take-over bids. What you need to know The purpose of the…
On Oct. 1, 2024, amendments to the Ontario Energy Board’s (OEB) Transmission System Code (TSC) and Distribution System Code (DSC, and together, the Codes) came into force. The amendments are intended to facilitate and enhance cyber security readiness, collaboration and innovation in Ontario’s electricity sector. The amendments require licensed electricity transmitters and distributors (utilities) to comply with the new Ontario Cyber Security Standard (the Standard), which lays out cyber security…
On Oct. 10, 2024 the Office of the Alberta Superintendent of Insurance published Interpretation Bulletin No. 05-2024 (the Bulletin) setting out the Superintendent’s position with respect to products commonly marketed by automobile dealerships in conjunction with the sale of motor vehicles. The Bulletin comes on the heels of a similar bulletin published by the British Columbia Financial Services Authority earlier this year. We have been engaged to assist several industry…
Canada, with its vast coastline stretching over 243,000 kilometers, possesses immense potential for offshore wind energy development. Despite this natural advantage, the country has been slow to harness its offshore wind resources compared to other nations. However, recent initiatives and policy changes indicate a growing interest in this renewable energy sector. Current status As of 2024, Canada has no operational offshore wind farms. The country's wind energy sector has primarily…
Disclosure about the adoption of new technologies, such as artificial intelligence (AI), and environmental, social and governance (ESG) matters, including greenwashing, are highlighted in CSA Staff Notice 51-365 – Continuous Disclosure Review Program Activities for the Fiscal Years Ended March 31, 2024 and March 31, 2023 (the Notice) published by the Canadian Securities Administrators (the CSA) on Nov. 7, 2024. The Notice highlights common disclosure deficiencies of reporting issuers through…
OSC seeks feedback on a new proposed investment fund that will give retail investors access to long-term illiquid assets On October 10, 2024, the Ontario Securities Commission (OSC) released Consultation Paper 81-737 (the Proposal), to enhance retail investors’ access to long-term illiquid assets (Long-Term Assets) by creating a new investment fund category, the Ontario Long-Term Asset Fund (OLTF). The OSC seeks to expand the opportunity for retail investors to gain…
Taylor Swift mania has taken hold of Canada, and alongside it comes important changes to employment and employment-related legislation that Ontario employers need to understand and implement both immediately and in the near future. “Track 5” of the Ontario government’s employment legislation comes in the form of Bill 190, officially titled the Working for Workers Five Act, 2024. Bill 190 makes several amendments to Ontario’s employment standards legislation (ESA) as…
Generative AI has been a buzzword in the tech world, and it’s now making inroads into more traditional sectors like insurance. One standout example is Wisedocs, a Toronto-based startup using AI to review and summarize medical records, that recently raised $12.7 million in Series A financing and $4.5 million in growth capital financing with the support of BLG. BLG Partner Frazer House caught up with Wisedocs founders Connor Atchison and Jenna…
The year 2024 is a pivotal year for artificial intelligence regulation around the world with the enactment of the European Union’s Artificial Intelligence Act, which is already pictured as the golden standard, not unlike what the General Data Protection Regulation had previously achieved. Canada showed leadership of its own in 2022 with the introduction of Bill C-27 and its proposed Artificial Intelligence and Data Act (AIDA). However, since its introduction,…
Updated guidance for entities (Guidance) has been published with respect to the reporting obligations under the Fighting Against Forced Labour and Child Labour in Supply Chains Act (the Supply Chains Act). The revisions provide significant clarification in several areas where there was previous uncertainty, including with respect to the definition of “assets” and the type of activities that will trigger a reporting obligation. The Guidance also includes tips for avoiding…
On Nov. 21, 2024, the Department of Finance announced temporary goods and services tax/harmonized sales tax (GST/HST) relief on certain qualifying goods as part of the federal government’s wider announcement titled More money in your pocket: A tax break for all Canadians. While the authors generally support substantive tax reform to address Canada’s declining productivity and relieve inflationary pressure on the cost of living for Canadians, temporary GST/HST relief on…
The Ontario Capital Markets Tribunal (the CMT) dismissed the Ontario Securities Commission (OSC) prosecution in Re Cormark Securities Inc. The CMT held that the OSC “failed to prove any of its allegations”, that the transactions in issue were not an illegal distribution, and that the respondents’ conduct did not engage the CMT’s public interest jurisdiction. The CMT’s decision contains helpful guidance for market participants on a number of issues. BLG…
Ontario has a new proposed pilot program for testing automated vehicles on Ontario’s public roads. While the initial program commenced in 2016 was restricted to non-commercial automated vehicles (such as passenger vehicles, light-duty delivery trucks/vans, and small shuttles), the Ministry of Transportation of Ontario (MTO) announced on Oct. 16, 2024 a 10-year pilot project called Framework for an Automated Commercial Motor Vehicles (ACMV). The new ACMV project is designed for…
*This article was originally published on the American Bar Association website There have been several significant new developments in product-related class actions in Canada in the past two years. These decisions, arising from Ontario, Saskatchewan, and British Columbia provide important insights into how courts are deciding product liability class actions, particularly at the certification motion, and the court’s authority to dismiss putative class actions for delay. This article highlights key…
In its recent decision, Canada (Privacy Commissioner) v. Facebook, Inc., 2024 FCA 140, the Federal Court of Appeal explored, defined, and explained two requirements of the Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5 (PIPEDA): (1) the requirement that an organization must obtain “meaningful consent” to collect, use, or disclose any personal information; and (2) the requirement that an organization safeguard all personal information once collected. Since…
On Oct. 2, 2024, Environment and Climate Change Canada (ECCC) published three proposals for implementing changes to the Canadian Environmental Protection Act (CEPA), one of Canada’s core environmental laws regulating toxic substances and pollution. All three proposals relate to the CEPA modernizations made in June 20231, which we first wrote about when Bill S-5, the Strengthening Environmental Protection for a Healthier Canada Act, was enacted, marking the first major update…
This article was orginally published on Sept. 26, 2023 and updated on Jan. 17, 2024: On Sept. 26, 2023, we published an article (see below) regarding the amendments to the Canada Labour Code that would, among other things, greatly increase the individual termination notice entitlements of employees working for federally regulated employers. As a reminder, these amendments are coming into force on Feb. 1, 2024. It is to be noted…
Fixed-term contracts are often complex and can create risk. Companies looking to terminate fixed-term contracts with their independent contractors can breathe a bit easier after an Ontario appeal court found that, generally, independent contractors under fixed-term contracts have a duty to mitigate their damages. This diverges from the approach the same court has applied for employees. Trial Court – No duty to mitigate, like employees! In Monterosso v. Metro Freightliner…
In late 2022, the Canadian Bar Association released the Guide for Internal Investigations of White-Collar Crime (the Guide)1, which consolidates and clarifies best practices for corporations conducting an internal investigation in response to suspicions or allegations of criminal activity. While the Guide will help to promote consistency in approach, practitioners continue to look for guidance from Canadian courts on key issues with respect to the conduct of investigations and issues…
Ontario recently amended its class proceedings legislation to include multi-jurisdictional provisions that are like provisions that already exist in British Columbia, Alberta and Saskatchewan.1 Few courts have considered these provisions, but the decisions that are available provide insight into the circumstances when a court may, or may not, certify (or stay) a multi-jurisdictional class proceeding before it, and the timing for hearing such an application. To date, this analysis has turned…
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,…