Latest

Bulletin

Canada’s Competition Bureau Offers Guidance on Excessive and Unfair Pricing

Nov. 20, 2024 – As we have discussed in a prior bulletin and a more detailed analysis, Canada’s Competition Act was recently amended to both (i) establish a new, more expansive framework for challenging anti-competitive conduct by dominant firms and (ii) specifically provide that it may be an...

Guide

2019 – 2024 Data Trends

Davies Insolvency Now, Issue 11

Nov. 19, 2024 – In this issue of Insolvency Now, we report on the data trends we are seeing so far in 2024 compared with when we first started tracking data in 2019. Key Takeaways: Overall, we are seeing a marked increase in filings, but we are not yet seeing the level of sector-specific distress...

Bulletin

Coherence over Deference: Regulations Are Subject to Same Standards of Judicial Review as Other Administrative Decisions

Nov. 15, 2024 – In the companion cases of Auer v Auer (Auer) and TransAlta Generation Partnership v Alberta (TransAlta), the Supreme Court of Canada (SCC) unanimously confirmed that regulations and other forms of subordinate legislation (regulations) are subject to the robust...

Bulletin

Making a Profit Is Not Illegal: Capital Markets Tribunal Dismisses Enforcement Proceedings Finding Borrowed Free Trading Shares Remain Unaffected By Pledge of Restricted Shares

Nov. 11, 2024 – The Ontario Capital Markets Tribunal (Tribunal) recently dismissed enforcement proceedings brought against several respondents by the Ontario Securities Commission (Commission) in Cormark Securities Inc (Re). The Commission alleged that settling a short sale with free-trading shares...

Bulletin

Hold My Popcorn: Canadian Competition Tribunal Decides First Case Under Competition Act’s Amended Misleading Representations Provisions

Oct. 21, 2024 – Canada’s Competition Tribunal (Tribunal) recently released its reasons in the first contested case to apply the amended misleading representations provisions of the Competition Act (Act). The Tribunal’s decision assessed online representations by Cineplex Inc. about the price of its...

Guide

Governance Insights: Nominee Directors – Fiduciary Obligations and the Limits of Information Sharing

Oct. 08, 2024 – The corporate life of a nominee director has been characterized as having the potential to be “neither happy nor long. ” In this Governance Insights article, we discuss the fundamental fiduciary considerations that nominee directors, nominating shareholders and companies should bear in...

Bulletin

Giving Meaning to Meaningful Consent: The Federal Court of Appeal’s Landmark Decision on Data Privacy

Sept. 30, 2024 – In a recent ruling, Canada’s Federal Court of Appeal held that Facebook, Inc. (now Meta Platforms Inc.) breached its obligations under Canada's Personal Information Protection and Electronic Documents Act (PIPEDA) by sharing Facebook users’ personal information with third-party apps hosted...

Guide

The IBA 2025 Toronto City Guide

Sept. 27, 2024 – It was a pleasure to connect with international colleagues at IBA 2024 in Mexico City last week. We look forward to welcoming attendees to Toronto next year, when it will be the host destination for IBA 2025. To help conference attendees from out of town to prepare, we created the Davies IBA...

Bulletin

Better Late Than Never? Not So for Directors’ and Officers’ Liability Coverage

Aug. 29, 2024 – Directors and officers facing liability claims, including investigations and enforcement proceedings, must pay careful attention to the notice provisions of their directors’ and officers’ (D&O) liability coverage policies and ensure that they report claims to their insurer in a timely manner. As...

Bulletin

Canadian Competition Bureau Stakes Out Aggressive Stance on Property Controls in Preliminary Enforcement Guidance

Aug. 19, 2024 – Following the Canadian Competition Bureau’s 2023 Retail Grocery Market Study in which it recommended that provincial and territorial governments take measures to limit property controls in the grocery industry, including banning their use, the Bureau recently released for public comment a...

Bulletin

Federal Impact Assessment: Legislative Amendments and Cabinet Directive

July 29, 2024 – Background The Canadian government recently enacted the highly anticipated amendments to the Impact Assessment Act (IAA). These amendments, which came into force on June 20, 2024, address the constitutional overreach in the IAA, as identified by the Supreme Court...

Bulletin

Striking the Balance of Power: Supreme Court Confirms Government Has No Absolute Immunity from Charter Damages When Adopting Unconstitutional Legislation

July 26, 2024 – In its recent decision, Canada (Attorney General) v Power (Power), a divided Supreme Court of Canada (SCC) confirmed that a government can incur liability for damages under section 24(1) of the Canadian Charter of Rights and Freedoms (Charter) when Parliament or a...

Bulletin

U.S. Supreme Court Upends 40 Years of Judicial Deference to Regulations

July 25, 2024 – In a historical opinion in Loper Bright Enterprises v. Raimondo, Secretary of Commerce, released at the end of June, the U.S. Supreme Court overturned the “Chevron” doctrine, which for so long had controlled judicial review of U.S. federal regulations. Chevron, decided in...

Bulletin

Canada Signals High Bar for Investment Canada Act Approvals for Acquisitions of Critical Minerals Businesses

July 24, 2024 – Canada’s Minister of Innovation, Science and Industry (Minister) recently issued a Ministerial Statement on Net Benefit Reviews of Canadian Critical Minerals Companies. Transactions involving important Canadian mining companies engaged in significant critical minerals operations that are subject...

Bulletin

Is Canada Pulling the Plug on Chinese Electric Vehicles?

July 12, 2024 – Background The Canadian government has prioritized the promotion of the domestic electric vehicle (EV) industry, with the objective of establishing Canada as a leader in the global end-to-end EV supply chain. This effort includes providing financial support and tax credits to...

Bulletin

Canada Finally Enacts the Digital Services Tax (Maybe)

July 09, 2024 – The new Digital Services Tax Act came into force with an order-in-council on June 28, 2024, imposing a 3% digital services tax (DST) on certain Canadian-source digital services revenue of large entities. The DST would first be payable in 2025, with the initial payments retroactively...

Bulletin

Navigating the New Norm: Further Changes to Canada’s Competition Act in Effect

June 21, 2024 – Parliament recently passed Bill C-59 (the Fall Economic Statement Implementation Act, 2023), which includes important changes to Canada’s Competition Act, many of which are now in force. These amendments follow the already extensive changes to the Competition Act made...

Guide

Governance Insights: Protecting Information to Protect Process – When is it Appropriate to Restrict a Director’s Access to Board Records?

June 20, 2024 – When is a board of directors permitted to withhold information from one of its members? Although the Canadian corporate statutes generally grant directors a blanket right to inspect board and committee minutes, there is uncertainty as to whether a board could nonetheless withhold from a director...

Bulletin

IRS Proposes to Limit Application of Funding Rule on Stock Buyback Excise Tax

June 20, 2024 – In prior bulletins from February 2023 and December 2022, we described a notice from the Internal Revenue Service (IRS) that outlined the rules that the IRS intended to issue with respect to the 1% stock buyback excise tax. This tax generally applies to the repurchase of stock of a public U.S. ...

Bulletin

Updated “Ineligibility and Suspension Policy”: Are You at Risk of Losing Your Right to Contract with the Canadian Government?

June 19, 2024 – The new policy provides for increased flexibility in the assessment of a supplier’s conduct, but targets a much broader range of situations triggering ineligibility Introduction The Government of Canada recently updated its “Ineligibility and Suspension Policy” (Policy). ...

Bulletin

IRS Relaxes Rules for Domestically Controlled REITs

June 19, 2024 – Non-U.S. investors are generally subject to U.S. federal income tax on gains from investments in private U.S. real estate investment trusts (REITs). Two exceptions (among others) are for investments in “domestically controlled” REITs and for investors that are “qualified foreign pension funds....

Bulletin

Supreme Court of Canada Reprimands Québec Court of Appeal’s Use of “Secret Trial”

June 11, 2024 – In a unanimous decision recently released in Canadian Broadcasting Corp. v Named Person, the Supreme Court of Canada (SCC) allowed, in part, the appeal from the Court of Appeal of Québec (QCA), which had sealed virtually all the information in the QCA’s records in order to protect the...

Bulletin

Bill S-285: A Canadian Contribution to the Stakeholder Governance Debate

June 11, 2024 – Senator Julie Miville-Dechêne recently introduced the 21st-Century Business Act (Bill S-285), a Senate public bill that proposes substantive amendments to the Canada Business Corporations Act (CBCA). The legislative proposal seeks to define the “purpose” of business corporations...

Article

Davies Comments on First Proposed Canadian Sustainability Disclosure Standards

June 10, 2024 – Davies recently submitted a comment letter in response to public consultations initiated by the Canadian Sustainability Standards Board (CSSB) regarding their draft sustainability and climate disclosure standards, which aim to set a new benchmark for the disclosure of sustainability-related...

Bulletin

Taking AIM at the Mithaq Decision: A Critique

May 28, 2024 – The recent decision of the Ontario Capital Markets Tribunal to allow a defensive private placement amidst a battle for control places another nail in the coffin for hostile bids in Canada In a perplexing decision, Mithaq Canada Inc (Re), the Ontario Capital Markets Tribunal...

Article

The Proposed Enhancement of CRA’s Audit Powers, Part Two: Unpacking the New Non-Compliance Regime

May 24, 2024 – The following article was originally published in Law360 Canada. In part one of this series, we discussed how Budget 2024 marks a significant turning point for the Canada Revenue Agency (CRA), introducing measures that substantially bolster its audit powers. In this part, we discuss...

Article

The Proposed Enhancement of the CRA’s Audit Powers, Part One: Under Penalty of Perjury

May 03, 2024 – The following article was originally published in Law360 Canada. Budget 2024 proposes to substantially bolster the Canada Revenue Agency’s (CRA) audit powers, underscoring the increasing burden on taxpayers to comply with information requests and the consequences of non-compliance. ...

Article

Mandatory Climate Disclosure Has Arrived in North America - A Comparison of New U.S. and Canadian Standards

Apr. 17, 2024 – In this article, originally published in Natural Resources Law Network, Davies lawyers Sarah Powell, Zachary Silver and Robyn Barabash explain how new climate disclosure rules and standards have emerged in North America, focusing on recent developments from the U.S. Securities and...

Bulletin

Federal Budget 2024: How It Impacts You and Your Business

Apr. 16, 2024 – The Honourable Chrystia Freeland, Deputy Prime Minister of Canada and Minister of Finance, delivered the Liberal Party’s federal budget (Budget 2024) on April 16, 2024. Budget 2024 included a number of proposed changes to the Income Tax Act (ITA) and other tax legislation. The most...

Bulletin

Canadian Government Enacts Major Amendments to the Investment Canada Act to Enhance Canada’s National Security Review Regime

Mar. 27, 2024 – Substantial amendments to the Investment Canada Act (ICA) were enacted on March 22, 2024, with the passing of Bill C-34, the National Security Review of Investments Modernization Act. These amendments, long in the works, will come into effect on a date to be fixed by Cabinet. It...

Bulletin

The Power and Peril of IP Addresses: The Supreme Court of Canada Weighs in on the Changing Landscape of Online Privacy

Mar. 22, 2024 – The Supreme Court of Canada recently delivered a landmark decision on the privacy rights of Internet users. In R v Bykovets, police investigating an alleged online fraud requested and obtained a suspect’s Internet Protocol (IP) address from a third-party payment processor without a...

Bulletin

Canadian Government to Enhance Scrutiny of Foreign Investments in the Interactive Digital Media Sector

Mar. 13, 2024 – The Canadian government recently issued two policy statements (IDM Statements) affirming that it will enhance its scrutiny under the Investment Canada Act (ICA) of foreign investments in the Canadian Interactive Digital Media (IDM) sector. One of the statements sets out the...

Guide

2023 Business Insolvencies in Canada

Davies Insolvency Now, Issue 10

Mar. 05, 2024 – As we predicted in earlier issues of Davies Insolvency Now, the year 2023 reflected the anticipated increase in business insolvency activity. In this issue, we perform a comparative review of business insolvencies from 2023, examine the fluctuating volume and decreasing asset values, look...

Bulletin

In a Win for Shareholders, B.C. Securities Commission Provides Joint Actor Guidance for Proxy Contests

Jan. 26, 2024 – Important guidance on “acting jointly or in concert” in a proxy contest was provided by the British Columbia Securities Commission (Commission) in NorthWest Copper Corp. (December 22, 2023). The Commission declined to find a joint actor relationship between a dissident and another...

Guide

Governance Insights: 10 Trends that GCs and Boards Need to Know

Jan. 24, 2024 – The latest edition of Davies’ Governance Insights is now available. In this issue, we explore 10 important trends that will help general counsel and boards navigate the year ahead. In order to help you with your strategic and compliance planning, we discuss issues including the...

Bulletin

New Excessive and Unfair Pricing Provisions in Force in Canada’s Competition Act: Risk and Compliance Considerations

Jan. 18, 2024 – Canada’s Competition Act was amended effective December 15, 2023 to both (i) establish a new, more expansive framework for challenging anti-competitive conduct by dominant firms and (ii) specifically provide that it is an anti-competitive act for a dominant firm to directly or...

Bulletin

“Con Ed” Damages in Canadian Public M&A: Revisiting Cineplex v Cineworld in Light of Recent Delaware Case Law

Jan. 10, 2024 – What is a spurned seller’s recourse when a buyer walks away from a deal in breach of the purchase agreement? In private M&A, the answer is reasonably straightforward: sue the buyer to close the deal or to recover damages. In public M&A, however, the answer is murky at best. The problem arises...

Bulletin

Corporate Transparency Updates for CBCA Corporations: New Reporting and Public Access Rules Effective January 22, 2024

Dec. 20, 2023 – The federal government has set January 22, 2024, as the effective date for new rules that will require non-exempt private corporations existing under the Canada Business Corporations Act (CBCA) to regularly report to Corporations Canada information regarding individuals who have...

Bulletin

First Set of Major Changes to Canada’s Competition Act in Force

Dec. 19, 2023 – With royal assent to Bill C-56, The Affordable Housing and Groceries Act, occurring on December 15, 2023, important changes to Canada’s competition law framework came into force. The amendments that came into effect immediately on December 15, 2023: repeal...

Bulletin

Canadian Dual-Listed Company Insiders Remain Exempt from U.S. Short-Swing Profit and Insider Reporting Rules

Dec. 15, 2023 – In a positive development since our earlier bulletin, the U.S. House and Senate have decided to retain the exemptions from obligations imposed under section 16 of the Securities Exchange Act of 1934 that are relied upon by insiders of dual-listed Canadian public companies and other...

Guide

Doing Business in Québec

Dec. 15, 2023 – Our Doing Business in Québec guide provides an overview of the legal framework governing Canadian business operations in the province of Québec. This guide provides up-to-date information about the following topics: corporate registration and filing requirements, taxes, labour and...

Bulletin

The Long Arm of Canadian Securities Laws: The Supreme Court of Canada Confirms the Cross-Border Reach of Securities Enforcement

Dec. 13, 2023 – In its recent decision, Sharp v Autorité des marchés financiers, the Supreme Court of Canada (SCC) upheld the jurisdiction of Québec’s Financial Markets Administrative Tribunal (FMAT)—a specialized provincial securities tribunal—over out-of-province defendants. The majority (7-1) found...

Bulletin

Protection de l’environnement : le gouvernement du Québec veut légaliser l’expropriation déguisée

Dec. 11, 2023 – Translation in progress. L’Assemblée nationale a adopté, le 8 décembre dernier, des dispositions qui impacteront de manière draconienne les propriétaires dépossédés de leur terrain par un règlement municipal. Atteinte justifiée au droit de propriété Bien que...

Guide

Governance Insights: Get Smart on Artificial Intelligence (AI) and Corporate Governance: Key Considerations for Boards of Directors

Dec. 07, 2023 – It has been one year since OpenAI released ChatGPT, arguably catalyzing today’s new wave of interest in AI. This surge of interest is driving substantial investments in AI technologies and a heightened urgency to address the use and regulation of AI. In today’s environment, where business teams...

Bulletin

A New Era for Canadian Competition Law: Landmark Proposed Changes to the Competition Act Announced

Dec. 06, 2023 – The government announced significant additional amendments to Canada’s Competition Act in late November 2023, building on those already under consideration by Parliament in Bill C-56 and others enacted in 2022. More specifically, the Fall Economic Statement Implementation Act,...

Bulletin

Major Expropriation Reform in Québec

Dec. 05, 2023 – The Act respecting expropriation was adopted on November 29, 2023. It applies to expropriations initiated by the Government of Québec and municipal bodies. The Act provides for important changes, notably with regards to contesting the right to expropriation as well as to the procedural...

Bulletin

Overhaul of Québec Legislation Concerning Publicity Contests

Nov. 28, 2023 – Québec recently repealed the province’s strict regulations concerning contests open to Québec participants by amending the Act respecting lotteries, publicity contests, and amusement machines (Act) and by abolishing the Rules Respecting Publicity Contests (Rules). ...

Bulletin

Great FESpectations: Further Changes to Canadian Competition Law Ahead

Nov. 23, 2023 – Canada’s Minister of Finance, Chrystia Freeland, delivered the federal government’s Fall Economic Statement (FES) on November 21, 2023, in which she announced the government’s intention to introduce “generational changes to competition law in Canada,” which will “help stabilize prices and...

Guide

Guide to Shareholder Activism and Proxy Contests in Canada

Nov. 16, 2023 – Davies’ Shareholder Activism and Proxy Contests in Canada guide draws on our market-leading expertise to offer our insights on the principal legal and practical considerations for both activists and target companies, as well as notable recent developments and key differences between...

Guide

Doing Business in Canada

Nov. 14, 2023 – Davies’ Doing Business in Canada guide provides executives, in-house counsel and foreign investors with an overview of the legal framework governing Canadian business operations and outlines key considerations for investing and conducting business in Canada, particularly in Ontario and...

Bulletin

Kraft (Re): Tips from Ontario’s Capital Markets Tribunal—When Is Selective Disclosure in the “Necessary Course of Business”

Nov. 01, 2023 – In a first for Canadian securities laws, on October 20, 2023 Ontario’s Capital Markets Tribunal (Tribunal) released substantive guidance on the meaning of the “necessary course of business” (NCOB) exception to the prohibition against selective disclosure of material non-public information...

Bulletin

Canadian Dual-Listed Company Insiders May Become Subject to U.S. Short-Swing Profit and Insider Reporting Rules

Oct. 31, 2023 – Buried in the National Defense Authorization Act for Fiscal Year 2024, which the U.S. Senate passed earlier this year, is a provision that, if enacted, will eliminate exemptions relied upon by insiders of dual-listed Canadian public companies and other foreign private issuers from...

Bulletin

The SEC Amends Beneficial Ownership Reporting Rules

Oct. 24, 2023 – On October 10, 2023, the Securities and Exchange Commission (SEC) adopted final amendments to the rules that govern beneficial ownership reporting and provided guidance on the application of those rules. The SEC also articulates two overarching themes which arguably reveal a new SEC perspective...

Bulletin

Preparing for the Corporate Transparency Act

Oct. 20, 2023 – Overview The beneficial ownership reporting requirements under the U.S. Corporate Transparency Act (the CTA) will go into effect on January 1, 2024. All entities formed or registered to do business in a U.S. state,¹ other than certain types of exempt entities, will...

Guide

As the Pandemic Abates, Activists Advance: Shareholder Activism Rebounds in Canada

Oct. 20, 2023 – Canadian shareholder activism continued its post-pandemic resurgence into the first half of 2023. Emerging trends include the “activist swarm,” where multiple—yet uncoordinated—activists converge on a single target with competing demands. Activism has also been on the rise in response to M&A...

Bulletin

Supreme Court of Canada Finds Impact Assessment Act Unconstitutional

Oct. 17, 2023 – On October 13, 2023, in a 5-2 split decision, the Supreme Court of Canada (SCC) found the federal Impact Assessment Act (IAA) to be, in part, unconstitutional in Reference re Impact Assessment Act. The SCC determined that the IAA’s treatment of “designated projects” was...

Guide

Business Insolvency on the Rise in Canada: Understanding the Role of AI

Davies Insolvency Now, October 2023

Oct. 12, 2023 – The first half of 2023 saw a significant increase in business insolvencies as economic sectors responded to uncertain financial conditions in Canada and around the world. In this issue of Davies Insolvency Now, we examine the impact of this rolling recession by sector and region. We...

Guide

Canadian Mergers & Acquisitions: A Guide for Investment Banks, Bidders and Boards, 10th edition

Oct. 10, 2023 – Davies’ Canadian Mergers & Acquisitions guide draws on our substantial cross-border M&A experience to offer guidance on both the legal framework and practical aspects of Canadian mergers and acquisitions, including critical tax and regulatory considerations. A valuable resource for...

Bulletin

Canada’s Competition Act Reforms Include Expanded Power to Challenge Anticompetitive Agreements

Sept. 28, 2023 – The Minister of Finance recently introduced Bill C-56 to implement certain proposals announced by the Prime Minister designed to lower prices and “make life more affordable” for Canadians. The bill provides details of the proposed amendments to the Competition Act (Act) noted in our...

Bulletin

New GST Rebate for Purpose-Built Rental Property

Sept. 26, 2023 – As an incentive to builders to create more rental housing units, the federal government has announced the effective elimination of the goods and services tax (GST) payable on newly constructed rental housing, such as apartment buildings, student housing and senior residences built specifically...

Bulletin

Canadian Government Announces “First Set” of Competition Act Reforms

Sept. 19, 2023 – In a recent press release, Canada’s Prime Minister announced a “first set” of proposed changes to the Competition Act, with additional “comprehensive legislative reforms” to follow in the coming months. While the federal government launched a consultation process on Competition...

Bulletin

Government of Canada Releases Package of Proposed Domestic and International Tax Legislation

Aug. 16, 2023 – The Department of Finance (Finance) released draft tax legislation for public consultation on August 4, 2023, with a stated focus on promoting tax fairness and a clean economy. The most significant item released is the draft of a major new statute, the Global Minimum Tax Act,...

Bulletin

Court of Québec Orders the Exclusion of Evidence Citing “Serious” and “Systemic” Breaches of the Canadian Charter of Rights and Freedoms

Aug. 03, 2023 – In the Bouchard¹ case rendered in July 2023, many years after the Supreme Court of Canada rendered the Jarvis decision,² the Court of Québec concluded that the fundamental rights of medical specialists (i) against self-incrimination, (ii) to silence, (iii)...

Bulletin

Ownership of Privileged Communications in M&A Transactions: Practical Takeaways and Recent Case Law

July 13, 2023 – Can the buyer in a M&A transaction who takes possession of the seller’s or target company’s privileged communications on closing use those communications in a post-closing dispute against the seller? Can the seller assert privilege and demand return of the documents? In Dente v Delta...

Bulletin

Employers Beware: Amendments to the Canadian Competition Act’s Criminal Conspiracy Provisions Take Effect

June 22, 2023 – Amendments to the Canadian Competition Act (Act), taking effect on June 23, 2023, will make it a criminal offence for unaffiliated employers to agree, conspire or arrange to “fix, maintain, decrease or control salaries, wages or terms and conditions of employment” (wage-fixing...

Guide

Governance Insights: Charting a (Safe) Path Through the ESG Wilderness

June 08, 2023 – The rapid and growing recognition of the importance of accounting for ESG factors in strategic decision-making and corporate reporting has, perhaps predictably, been followed by a notable increase in anti-ESG sentiment and a questioning of the integrity of measures purported to advance...

Bulletin

Ontario Court of Appeal Issues Decision in The Catalyst Capital Group Inc. v West Face Capital Inc.

June 06, 2023 – The Ontario Court of Appeal, following the guidance issued by the Supreme Court of Canada in 1704604 Ontario Ltd. v Pointes Protection Association¹ (Pointes Protection) and Hansman v Neufeld² (Neufeld), has issued its much-anticipated...

Bulletin

Major Expropriation Reform on the Horizon in Québec

May 30, 2023 – On May 25, 2023, the Québec government tabled a bill to replace the current Expropriation Act. Like the current law, the bill will apply to expropriations initiated by both the provincial and municipal governments. The bill provides for major changes related to: contesting the right...

Bulletin

Canada’s Top Court Confirms Anti-SLAPP Motions Protect Speakers, Not Plaintiffs

May 25, 2023 – The Supreme Court of Canada, in commenting on anti-SLAPP¹ legislation for the third time in the span of three years, has confirmed that even potentially meritorious claims must be dismissed if the public interest in the defendant’s expression outweighs the public interest in allowing...

Bulletin

Competition Bureau Tests Canada’s New Drip Pricing Law

May 25, 2023 – Canada’s Commissioner of Competition filed an application under the deceptive marketing provisions of the Competition Act (Act) on May 18, 2023, alleging that Cineplex Inc. is making false or misleading representations to the public on its website and mobile app about the prices of its...

Bulletin

Québec Court Tackles Novel Issues During Approval of the Second Remediation Agreement (a.k.a. Deferred Prosecution Agreement) Under the Canadian Criminal Code

May 23, 2023 – The Superior Court of Québec recently published its reasons¹ approving Canada’s second remediation agreement under the Criminal Code, Canada’s version of a deferred prosecution agreement (DPA). In his reasons, Justice Marc David expanded on the principles applicable to...

Bulletin

Canada Imposes Forced and Child Labour Reporting Obligations

May 05, 2023 – The House of Commons has adopted Bill S-211, whose short title is Fighting Against Forced Labour and Child Labour in Supply Chains Act (the Bill). The Bill, which was adopted on May 3, 2023, will become law as soon as it receives royal assent and will enter into force on January 1, 2024....

Bulletin

OBCA Changes Could Be Used to Restrict Shareholder Rights

Apr. 28, 2023 – The Ontario government introduced an omnibus bill (Bill 91) on April 3, 2023 that proposes both welcome and concerning amendments to the Ontario Business Corporations Act’s (OBCA) regulation of shareholder meetings. The inclusion of a provision that authorizes corporations to limit...

Guide

Governance Insights: Trends and Developments in Diversity

Apr. 21, 2023 – Davies Governance Insights analyzes the top trends and issues most important to Canadian public companies and provides practical guidance for boards to meet these challenges head on. In the 2020 edition of Davies Governance Insights, we highlighted how boards and senior...

Bulletin

Two Percent Tax on Share Buybacks by Public Companies

Apr. 18, 2023 – As part of the 2023 federal budget, tabled on March 28, 2023, the government has introduced draft legislation to implement a new 2% tax on share buybacks that was first announced in November 2022 as part of the government’s Fall Economic Statement. This tax (referred to below as the “Buyback...

Bulletin

Federal Budget 2023 – Major Changes for Business and High Net Worth Individuals

Mar. 28, 2023 – On March 28, 2023 (Budget Day), the Honourable Chrystia Freeland, Deputy Prime Minister of Canada and Minister of Finance, delivered the Liberal Party’s federal budget (Budget 2023). Budget 2023 does not change the corporate and personal tax rates under the Income Tax Act (Act). Instead...

Bulletin

Federal Courts Weigh in on the FBAR: Providing Relief from Outrageous Penalties

Mar. 22, 2023 – In this bulletin, we highlight two recent federal court cases in which U.S. taxpayers won major victories against the United States with respect to their obligations to report non-U.S. accounts on FinCEN Form 114 – Report of Foreign Bank and Financial Accounts, more commonly referred to...

Bulletin

NYSE and Nasdaq Propose Listing Standards Requiring Issuers to Adopt Clawback Policies to Recover Erroneously Awarded Incentive-Based Executive Compensation

Mar. 17, 2023 – The New York Stock Exchange (NYSE) and the Nasdaq Stock Market (Nasdaq) recently proposed new listing standards to implement the U.S. Securities and Exchange Commission (SEC) rules regarding the recovery of erroneously awarded incentive-based executive compensation (SEC Rules). As described in...

Guide

Rolling Into 2023: Mild Slumps and Jumps in Insolvency Numbers

Davies Insolvency Now, Issue 8

Mar. 09, 2023 – What does a “rolling recession” mean from an insolvency perspective? In this issue of Davies Insolvency Now, we look to the 2022 Q4 data from across Canada for answers. We also set out the court-supervised arrangement process under the Canada Business Corporations Act, an...

Article

Section 1446(f) – The Confounding and Unavoidable US Tax Withholding Regime That Applies to Nearly All Transfers of Partnership Interests

Mar. 09, 2023 – In this article, originally published in Tax Management International Journal, Davies lawyers Zachary Kling, Jonathan Rhein, Jennifer Lee and Peter Glicklich explain what foreign partners, including Canadians, investing in U.S. partnerships need to know about Section 1446(f) of the...

Bulletin

Continuation Funds: Key Considerations

Mar. 07, 2023 – Continuation funds, commonly referred to as General Partner (GP)-led secondaries or restructurings, have long divided sponsor and investor opinion. While a leading European pension fund investor recently described them as part of a broader industry “pyramid scheme,” others view them positively,...

Bulletin

U.S. Tax Laws: A Review of 2022 and a Look Ahead to 2023

Feb. 21, 2023 – As we settle into the new year, let’s take a moment to first consider last year’s tax developments and then take a look ahead to what 2023 might have in store for us. Review of U.S. Tax Developments in 2022 In 2022 we finally saw some movement on President Biden’s tax policy with the...

Bulletin

Québec’s Enterprise Transparency Regime Is Coming Into Force

Feb. 15, 2023 – Amendments to the Act respecting the legal publicity of enterprises (LPA), which require registrants (described below) to declare their “ultimate beneficiaries,” will come into force on March 31, 2023. Corporate ownership transparency requirements are being mandated across Canada to...

Bulletin

First OPC Ruling for 2023 Will Impact Third-Party Processor Contracts

Feb. 08, 2023 – The Office of the Privacy Commissioner of Canada (OPC) recently released findings stemming from a customer complaint that Home Depot of Canada (Home Depot) had violated the Personal Information Protection and Electronic Documents Act (PIPEDA) by disclosing customers’ personal information...

Bulletin

Time (and Process) of the Essence: Ontario Court Accelerates Timing of Requisitioned Meeting

Feb. 08, 2023 – A recent decision of the Ontario Superior Court of Justice represents a rare victory for activists in overturning a target board’s proposed timing for setting a requisitioned meeting. While Canada is generally viewed as an activist-friendly jurisdiction, due in part to the relative ease with which...

Bulletin

Canadian Competition Law Trends for 2023: Significant Amendments and More Change Ahead

Feb. 03, 2023 – Significant amendments to Canada’s Competition Act (Act) dominated discussion about Canadian competition law policy and enforcement in 2022. Given the full implementation of the first round of amendments and the formal commencement of public consultation on further amendments,...

Bulletin

Canadian Foreign Investment Law in 2023: National Security Is (Still) Paramount

Feb. 03, 2023 – In this annual review of Canadian foreign investment law, we discuss developments over the past year, including proposed amendments to the Investment Canada Act (ICA) and new government policies on the treatment of specific categories of investments. We also consider how these trends...

Bulletin

SEC Adopts Amendments to Insider Trading Rules and Reporting Requirements

Jan. 20, 2023 – In late 2022, the U.S. Securities and Exchange Commission (SEC) adopted final amendments to certain rules and reporting requirements concerning insider trading arrangements, including Rule 10b5-1(c) under the Securities Exchange Act of 1934 (Exchange Act). Rule 10b5-1(c) provides...

Bulletin

Federal Trade Commission Proposes Rule to Ban Non-Compete Clauses

Jan. 19, 2023 – The United States Federal Trade Commission (FTC) recently issued a proposed rule that, if adopted, would broadly prohibit employers from entering into post-employment non-compete agreements with workers, and would also require employers to rescind any such existing non-compete agreements. The...

Bulletin

The CRA’s New Power to Compel Oral Interviews

Jan. 17, 2023 – The Canada Revenue Agency (CRA) can now require taxpayers or any other person to answer “all proper questions” and provide all reasonable assistance for any purpose relating to the administration or enforcement of the Income Tax Act (ITA), including by submitting to oral questioning at...

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Upcoming Proposed Regulatory Changes to Stock Buyback Excise Tax

Dec. 29, 2022 – With another new year nearly upon us, we call attention to regulatory changes to the Stock Buyback Excise Tax that will be proposed to take effect on January 1 and the implications on more non-U.S. corporations. Specifically, we address exceptions for (i) a broad new per se funding rule...

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New Rules and Reporting Requirements Coming for the Real Estate Sector

Dec. 23, 2022 – As 2022 comes to a close, we draw your attention to certain new and proposed legislation that the Canadian federal government has introduced and that will have important implications for Canadian residential real estate and the Canadian real estate sector more broadly. Specifically, we offer...

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Canada Moves to Strengthen National Security Review of Foreign Investments

Dec. 14, 2022 – The Canadian government has proposed legislation to update and reinforce its national security review process under the Investment Canada Act (ICA). The proposed changes contained in Bill C-34, National Security Review of Investments Modernization Act (Bill) are the most...

Article

The International Investigations Review: Canada

Dec. 12, 2022 – In the 12th edition of The International Investigations Review, Davies partners Léon Moubayed and Corey Omer highlight the major issues with and critical characteristics of criminal and regulatory investigations that corporate counsel face in Canada's legal system.

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Canada Releases Revised Draft Legislation on New Interest Deductibility Rules

Dec. 08, 2022 – The Department of Finance (Canada) (Finance) has released revised draft legislation on the proposed rules regarding excessive interest and financing expenses limitation (EIFEL). The revised draft legislation, released on November 3, 2022, contains several significant updates to Finance’s...

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SEC Adopts Final Rules for Recovery of Erroneously Awarded Compensation

Dec. 06, 2022 – After years of deliberations and delays, the U.S. Securities and Exchange Commission (SEC) adopted final rules on clawbacks in October 2022. The new rules (known as Rule 10D-1) require U.S. national securities exchanges and securities associations to establish standards requiring listed issuers...

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Government Report Indicates Robust Foreign Investment Review in Canada

Dec. 01, 2022 – The Canadian government recently released the 2021-2022 Annual Report covering non-cultural¹ foreign investment reviews under the Investment Canada Act (ICA) from April 1, 2021 through March 31, 2022. Given the government’s reluctance to publicize details of its ICA reviews,...

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Canadian Government Consults on Far-Reaching Changes to Canada’s Competition Law

Nov. 24, 2022 – Canada’s federal Minister of Innovation, Science and Industry formally announced on November 17, 2022 that the federal government is launching a comprehensive review of the Competition Act (Act) and Canadian competition policy. This announcement follows through on the Minister’s...

Guide

Financial Gloom and the Increase in Insolvency Filings

Davies Insolvency Now, Issue 7

Nov. 16, 2022 – In this issue of Davies Insolvency Now, we highlight the significant data points in rising insolvency filing rates and provide a Canadian lens on the digital asset marketplace. With recent drops in crypto prices severely affecting several digital asset lenders and exchanges, we explore...

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Canada Clamps Down on Foreign SOE Investments in Critical Minerals

Nov. 15, 2022 – The Canadian government announced a new policy on October 28, 2022 (the Policy) under the Investment Canada Act (ICA) governing investments by state-owned enterprises (SOEs) in Canada’s critical minerals sector. The government followed the issuance of the Policy with an announcement on...