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Articles
Take a Pill (or Two)
January 15, 2010
New rulings give public companies more tools than ever to defend against hostile takeovers. Published in the January 2010 issue of Lexpert magazine.
No Transfer Means No Transfer!
January 13, 2010
In Frye v. Frye Estate, the Ontario Court of Appeal held that a bequest of shares was valid, notwithstanding that such bequest was clearly contrary to the explicit terms of a unanimous shareholder agreement and letters patent. The decision (wrongly) emasculates broadly drafted share-transfer restrictions, reducing them to near meaningless effect. Published in the January 2010 issue of Canadian Lawyer as part of Bryan Haynes' regular column.
Qatari Legal Points to Help Set Up Construction Firms
January 13, 2010
With the government committed to spending at least 40 per cent of its current gross domestic product on infrastructure projects and its economy currently in overdrive, Qatar is one of the more attractive jurisdictions in the GCC for construction companies to operate. Published in Emirates Business 24/7.
Case Commentary: The Indalex Decision and the Lomas Decision
January 01, 2010
Co-authored by Christiaan A. Jordaan. (2010) 15:4 Pension Planning 1050. Two recent Ontario decisions confirmed earlier court decisions on the "deemed trust" issue and the exclusive right of the employer and the pension regulator to initiate plan wind-ups.
Class Arbitration in Canada: The Legal and Business Case
January 01, 2010
Jeffrey S. Leon and Rebecca Huang, "Class Arbitration in Canada: The Legal and Business Case", (2010) Canadian Class Action Review, Volume 6, Issue 2.
Incurring Flow-Through Share Expenditures
January 01, 2010
As a result of the frequent use of flow-through shares ("FTS") by small and medium size corporations, it is vital that certain common pitfalls are avoided. This article will review common issues surrounding FTS, specifically, the timing of incurring Canadian exploration expenditures ("CEEs") and Canadian development expenditures ("CDEs") (collectively, "Qualifying Expenditures"), the type of seismic data which may be renounced to FTS subscribers (the "FTS Holders" or the "FTS Holder"), and the classification of finite and infinite term seismic licenses. Written by Greg M. Johnson and Kyle Rousay; published in Resource Sector Taxation (Vol. VIII, No. 1, p. 555) by Federated Press.
Outsourcing Handbook 2010 - Canada
January 01, 2010
Duncan Card and Martin Kratz wrote the Canada chapter of
Outsourcing Handbook 2010, published by PC Handbooks.
Classification of Patient Management Software as Medical Devices
December 15, 2009
Health Canada provides the regulatory framework for the lawful sale
of drugs and medical devices. However, recent pronouncements by
Health Canada classifying software as a medical device has caught
much of the health care and vendor communities by surprise.
Published in Biotech & Life Sciences Sector E-Book
2010: Strategies for Growth, Survival and Patent
Protection by Financier Worldwide.
Update: Classification of Patient Management Software as Medical Devices
December 15, 2009
On August 31, 2009, the Medical Devices Bureau of Health Canada
issued a notice regarding the classification of patient management
software as medical devices. Affecting manufacturers, importers,
and distributors of patient management software, the notice has
caused confusion and concern within the healthcare sector.
Published in the December 2009 (Fourth Quarter) issue of
HCIM&C.
Jeffrey Leon Discusses Risk Mitigation
December 02, 2009
Appearing in the Legal Post, Daryl-Lynn Carlson's
article, “Managing Risk to Limit Exposure,” examines
various means companies can employ to minimize their risk of class
action involvement. In the article, Jeffery Leon discusses the
strategy of companies acknowledging a problem and moving quickly to
deal with it, citing the recent Maple Leaf Foods massive product
recall. Jeffrey states, “Often companies are better off
dealing with issues in an up-front way.”
Determining the Residence of a Trust - Tax Court of Canada Ruling in Garron et al. v. The Queen
December 01, 2009
In Garron et al. v. The Queen, Woods J. adopted a central management and control test in determining the residence of an offshore trust, which is a novel approach in Canadian law and represents a significant departure from the traditional test of residence of the trustee. The case is under appeal and pending the outcome, it will have ramifications for planning predicated on the residence of a trust in a particular jurisdiction.
IP Due Diligence - Best Practices
December 01, 2009
"IP Due Diligence - Best Practices," was presented at the Canadian
Institute's Commercializing Intellectual Property Conference
(December 1-2, 2009), Toronto, ON.
The Age of Personalized Genomics
December 2009
Co-authored by Ciara Toole & Christen Rachul and published in Journal of International Biotechnology Law, Volume 6, Issue 6.
An Offer You Can't Refuse?
November 25, 2009
When considering whether to accept an offer to join the board of
directors of a public company, proper due diligence can help to
ensure a happy and valuable experience. Published in the
November/December 2009 issue of Lexpert magazine as part
of Barry Reiter's regular column.
When the Corporate Veil Should Not Be Pierced
November/December 2009
The “separate entities” principle established over 100 years ago by the House of Lords in Salomon v. Salomon & Co. is recognized as one of the fundamental principles of English law. Regrettably, in the past couple of decades, a “just and equitable” test has crept into the jurisprudence and been occasionally — but wrongly — applied in determining when to pierce the veil. The result has been uncertainty in the law and a weakening of the principle, which for more than a century has deftly served as a cornerstone of corporate law. Published in the November/December 2009 issue of Canadian Lawyer as part of Bryan Haynes' regular column.
Cleantech Licensing Issues
November 05, 2009
Martin Kratz presented "Cleantech Licensing Issues" at an LES
session in Calgary, AB.
Dear Ambassador
November 04, 2009
Published in the Opinions section of the Globe and Mail,
Allan Gotlieb offers some helpful tips for Gary Dr, Canada's new
envoy to the United States. The article can be read at the
Globe and Mail's website.
Canada Pension Plan: No Service, No Contributions
November 2009
Jordan Fremont authored "Canada Pension Plan: No Service, No Contributions", published in Taxation of Executive Compensation and Retirement, Volume 21, Number 4.
Osgoode Professional Development's 5th Annual Essential Course on Pensions
October 27, 2009
Susan G. Seller wrote a paper entitled "Working with Defined
Contribution Plans and other Capital Accumulation Plans: Current
Legal Issues" for the Osgoode Professional Development's "5th
Annual Essential Course on Pensions".
Keeping Your House Clean: Recent Developments in the Liability Exposure of In-House Counsel
October 21, 2009
Notwithstanding the increased attention in-house counsel have received of late, the most significant aspect of the law relating to the liability of lawyers who work for organizations in Canada is its absence. There are few cases that assist in defining potential liability: for the most part, Canadian in-house counsel have either conducted themselves appropriately, or flown under the radar.
Going Strong, Going Where?
October 19, 2009
While individual reform initiatives may be applauded or debated,
the collective impact of extensive reform poses fundamental
challenges to our governance model, particularly with respect to
the appropriate roles of governments, shareholders and directors.
Published in the October 2009 issue of Lexpert magazine as
part of Barry Reiter's regular column.
Recent Trends in Wind Farm Litigation
October 15, 2009
Over the past few years there has been a wide array of tort actions commenced in the United States in relation to the acoustic and physical effects that are alleged to be the result of living in close proximity to wind turbines, in addition to proceedings brought to prevent the building of wind farms in the first place. While the outcomes of these proceedings have varied, it is clear that these issues are not likely to go away soon.
Who's Protecting Your Privacy Rights
October 2009
Recently, Canada's Privacy Commissioner Jennifer Stoddart found Facebook violated federal privacy law and had failed to implement corrective measures with respect to four major privacy gaps. Curiously absent from the decision and media coverage was any mention of enforcement action resulting from such findings. Instead, the media reported the privacy commissioner and Facebook were “at odds” but (thank goodness) were “pledging co-operation” and “continuing dialogue.” Published in the October 2009 issue of Canadian Lawyer as part of Bryan Haynes' regular column.
Bennett Jones