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UK's Marex Ruling May Lead To New Tortious Cause Of Action
June 17, 2017
A recent England and Wales High Court decision has laid the groundwork for a new tortious cause of action.
In Marex Financial Limited v. Carlos Sevilleja Garcia[1], the court considered whether a claim in tort exists against a person who, anticipating a final judgment and freezing order, dishonestly asset-strips a corporation to ensure it cannot pay its judgment debt. This case moves toward establishing the tort of inducing or procuring another to act in wrongful violation of rights under a judgment. UK's Marex Ruling May Lead to New Tortious Cause Action
The Guide to Energy Arbitrations
June 2017
George Vlavianos and Vasilis Pappas authored the chapter, "Multi-Tier Dispute Resolution Clauses as Jurisdictional Conditions Precedent to Arbitration," in Global Arbitration Review's The Guide to Energy Arbitrations. The chapter explores the benefits and drawbacks of multi-tier clauses, and identifies how various jurisdictions around the world have addressed whether they constitute jurisdictional conditions precedent to the commencement of arbitration. This paper then outlines considerations for transactional lawyers and parties incorporating multi-tier clauses into their agreements, and how arbitration practitioners should deal with such clauses when they encounter them.
Getting the Deal Through - Mergers & Acquisitions 2017
June 2017
Linda Misetich Dann, Brent Kraus, Ian Michael, Paul Barbeau, Chris Simard and Andrew Disipio authored the Canada chapter in Getting the Deal Through – Mergers & Acquisitions 2017. They wrote on the current landscape for M&A in Canada and key updates and trends that companies considering deals should know.
Commercial Insolvency Reporter
June 2017
Sean Zweig and Preet Gill co-authored "Court of Appeal permits union certification application in face of insolvency stay of proceedings" published in Commercial Insolvency Reporter, Vol. 29, No. 5.
Administrators will need to revisit governance policies under Ontario's latest pension changes
May 31, 2017
Alongside the Ontario government’s announcement earlier this month regarding a new funding framework for defined benefit pension plans in the province, it also said it would require plan administrators to establish written governance and funding policies. Published in Benefits Canada magazine.
UK Appeals Court Limits Notification Injunctions
April 27, 2017
Parties seeking notification injunctions must properly set them within the overarching injunctive relief framework bit.ly/2p6YpMP
Cannabis and the Construction Site
Winter 2017
Sarah Huot was interviewed by Glenn Cook in the article Cannabis and the Construction Site published by Alberta Toolbox.
It's Your Opinion, You Sign It
April 03, 2017
Now that the turmoil attendant upon the transference of power from one great party in the State to another has subsided, people may be permitted to devote their minds to a consideration of those sectional questions which are not less important for the welfare of the persons concerned, than are the great national issues upon which they have just pronounced judgment. Among such persons we count the considerable body of clerks who pursue their careers of usefulness in the law offices of the kingdom. Simon Crawford and Scott Azzopardi authored "It's Your Opinion, You Sign It" and presented same at LSUC's 14th Annual Real Estate Law Summit.
Please Satisfy Yourself
April 03, 2017
Title requisitions, and responses to title requisitions, are often evidenced by two simple letters back and forth between solicitors; and yet, in the content of those two letters is the meat of the real estate transaction. Those letters evidence that two solicitors have put their mind to the fundamental issue of whether the seller of the real estate can convey what it bargained to convey in the purchase agreement. Simon Crawford and Carolin Jumaa authored "Please Satisfy Yourself" and presented same at the LSUC's 14th Annual Real Estate Law Summit.
Legal Project Management for M&A
March 27, 2017
Kate Simpson authors "Legal Project Management for M&A" published in Canadian Lawyer Magazine. Legal Project Management in M&A is about finding the structured pieces in a deal and running those parts as expertly and seamlessly as possible, whilst allowing for the inevitable pivots and stops/starts that occur along the way. The benefits are broad, but there are three key objectives of LPM: more accurate forecasting and budgeting (how long; how much); efficient execution and delivery (critical path analysis); and managing expectations (communicating change)...
Don't Bet on Unsupported Worldwide Order to Secure Assets
March 13, 2017
The English Court of Appeal recently upheld an order freezing £4.4 million (US $5.35 million) allegedly obtained through a corruption scheme involving Chadian diplomats and a Canadian oil and gas company. In Saleh v. Serious Fraud Office, [2017] EWCA Civ 18, the court rejected the appellant’s position: A Canadian court had conclusively declared that the assets were not proceeds of a crime. By dismissing this argument, the English court put foreign lawyers on notice that it will not be bound by sweeping orders rendered without the benefit of an adjudicative process.
Lincoln Caylor authored "Don't Bet on Unsupported Worldwide Order to Secure Assets" published in Law360.
Unsung Hero: Does Access to Justice = Greater Access to Technology?
February 27, 2017
A smartphone app called Legalswipe allows anyone with a smartphone to know their rights when being stopped by a police officer, the app gives the user specific language to be able to respond to police officer’s inquiries. JusticeTrans, is another a mobile app that provides legal information on transgender rights. Law Scout Inc., an online service connecting small businesses with pre-vetted lawyers. Small Claims Wizard, is another online service that provides step-by-step guidance through Ontario’s small-claims process. Published in Law Matters.
Rio Tinto Alcan v. The Queen: Welcome Expansion of the Canadian Tax Deductibility of M&A Transaction Expenses
February 2017
In a welcome decision for Canadian acquirors and targets, the Tax Court of Canada recognized, in Rio Tinto Alcan Inc. v The Queen, that certain oversight expenses—including certain investment banking and other professional advisory fees—should be deductible in the context of M&A transactions. This is particularly so where such services are provided to enable the board of directors of the acquiror or target to determine whether to proceed with the transaction. The Court also established a principled basis for the deductibility of transaction expenses in a far broader set of circumstances than those previously accepted by the Canada Revenue Agency (the CRA), in particular, in situations in which a board is discharging its oversight function prior to a decision to implement a particular transaction(s). The decision is under appeal; if affirmed, it will represent a significant expansion of the deductibility of transaction fees. The onus will remain on the taxpayer to prove the expenses are deductible based on the new criteria; engagement letters for advisors and their invoices, clearly demarcating oversight activities in respect of proposed transaction(s) from the implementation phases, should be prepared accordingly. C. Kennedy and A. Nijhawan, "Rio Tinto Alcan v. The Queen: Welcome Expansion of the Canadian Tax Deductibility of M&A Transaction Expenses" Vol 36 No. 2 (February 2017) ABA Tax Times (American Bar Association, 2017).
Court reminds arbitrators and employers: Proper investigation of employee medical marijuana use high priority
February 02, 2017
John Gilmore and Matthew Macdonald appear in Canadian Employment Law Today, writing on how the courts have again reminded employers–and arbitrators–of the importance of a proper investigation and analysis when an employee is discovered to be using medical marijuana contrary to the employer's policies. The law of medical marijuana continues to develop as employers are increasingly faced with employees choosing to use medical marijuana for various health conditions.
Canada's stock exchanges favour natural resource issuers
February 01, 2017
Canada is a natural resource rich country. This is reflected in not only its GDP, but also its capital markets. This article provides an overview of the representation of natural resources on Canada's major stock exchanges and discusses contributing factors to such representation. Darrell Peterson and James Bartlett authored Canada's stock exchanges favour natural resource issuers published in Thomson Reuters Practical Law.
What Does a Trump Administration mean for Canada's Mining Sector
January 2017
Only a few weeks ago the results of the U.S. presidential election were a foregone conclusion, with a second President Clinton all but assured her place in history. To paraphrase.. a funny thing happened on the way to the podium. In the time since, pundits and prognosticators have tried to understand what happened, what it says about America, and what we should expect in the years to come. Sander Grieve and Linda Misetich Dann write in the Canadian Mining Journal.
The Cost of Trump's Transactional Approach to Trade
January 04, 2017
John Weekes, a senior business advisor in Bennett Jones' Ottawa office, has an article in the January–February issue of Policy Magazine entitled "The Cost of Trump’s Transactional Approach to Trade".
The article looks at how President-elect Trump's approach to trade policy and negotiations could upend seven decades of American leadership in building a rules-based international trading system. Of particular interest to Canada, it focuses on what the U.S. might want from Canada in a renegotiation of NAFTA and examines the possible costs for Canada of falling back on the Canada-United States Free Trade Agreement were President Trump to withdraw from NAFTA. It also suggests how the Canadian government should be preparing for what might lie ahead.
Best practices for dealing with whistleblowers
January 2017
A s corporate criminals become increasingly sophisticated, employers, regulators and other investigative bodies are becoming more reliant on whistleblowers to expose fraud, waste and other forms of wrongdoing. Whether through internal or external employer-sponsored programs or newly emerging regulatory regimes, whistleblowers may report misconduct in a myriad of ways. Published in Legal Alert, Vol. 35, No. 10.
2016 Tax Conference Report
2017
Jehad Haymour authors "Objection and Appeal Process for Large Corporations in Canada: What Is Wrong with This Picture?" Report
of the Proceedings of the Sixty-Eighth Tax Conference, 2016 Conference Report (Toronto: Canadian Tax
Foundation, 2017), 36:1-34.
Bennett Jones