Important Changes to the Alberta Business Corporations Act Now in Effect
April 13, 2021
On March 29, 2021, Alberta removed the Canadian residency requirements of directors for Alberta corporations governed by the Alberta Business Corporations Act (ABCA). Previously, the ABCA required at least 25 percent of an Alberta corporation's directors to be resident Canadians. The ABCA also imposed a residency requirement for quorum: in order to transact business at a meeting of directors, 25 percent of the directors present had to be resident Canadian (subject to limited exceptions).
Prompt Payment Legislation in Alberta: More Changes and Clarifications
April 13, 2021
On October 21, 2020, following other Canadian jurisdictions, Bill 37, Builders' Lien (Prompt Payment) Amendment Act, 2020, passed its first reading in the Legislature of Alberta.
Yukon Zinc: Reining in the Ability to Disclaim Contracts and Priority for Environmental Liabilities
April 09, 2021
We previously discussed the Court's decision in Yukon (Government of) v. Yukon Zinc Corporation, 2020 YKSC 16, which opened the door to partial termination of agreements in a receivership, an action generally considered to not be permitted in the past. The effect of which on the facts before the Court, was to provide the receiver with access to certain equipment for the purpose of carrying out environmental reclamation at a zinc-silver-lead mine known as the Wolverine Mine at a cost less than required under the lease agreement.
Canada Imposes New Sanctions on Russian and Ukrainian Entities and Officials
April 05, 2021
On March 24, 2021, Canada imposed new economic sanctions against nine Russian government officials ("listed person(s)") implicated in what the Government of Canada believes were "gross and systematic" violations of human rights. These sanctions reflect concern by the Government of Canada in respect of actions Canada believes were taken by Russian government officials in connection with the poisoning of Russian opposition leader and anti-corruption activist Alexey Navalny, his subsequent detention and prosecution, and measures taken against Russian citizens who protested his treatment. In a press release, Canada described the actions of these individuals as a "continuing pattern that targets opposition voices and those it deems threatening."
New Regulatory Guidance Requires Immediate Attention from Crypto Trading Platforms
April 01, 2021
Newly-released regulatory guidelines give crypto asset trading platforms (CTPs) operating in Ontario just a few weeks—until April 19, 2021—to contact the Ontario Securities Commission (OSC) to discuss how to ensure compliance with Ontario securities law. Failing to contact the OSC by this date could result in enforcement steps being taken.
Doctor Assisted Suicide: The Next Step of the Journey
March 30, 2021
Recent changes to the "Medical Assistance in Dying" (MAID) provisions in the Criminal Code, allow medical or nurse practitioners in Canada to provide MAID to patients who request assistance in dying, who later lose the capacity to consent at the time MAID is administered. As well, it is no longer a prerequisite to MAID that death be "reasonably foreseeable". However, the law-makers remain undecided about how to treat mental illness in the context of MAID, and have essentially declined to make it available for Canadians diagnosed with dementia.
Federal Carbon Backstop Ruled Constitutional by the Supreme Court of Canada
March 30, 2021
On March 25, 2021, the Supreme Court of Canada (SCC) released its 6-3 decision, ruling that the federal Greenhouse Gas Pollution Pricing Act, SC 2018 c 12 (GGPPA) is constitutional, dismissing the appeals of the Attorney General of Ontario and the Attorney General of Saskatchewan. The decision upholds the federal government's constitutional ability to implement the federal carbon backstop established under the GGPPA.
Canadian Ombudsperson for Responsible Enterprise Launches Human Rights Complaints Process
March 29, 2021
On March 15, 2021, the Canadian Ombudsperson for Responsible Enterprise (CORE) launched its complaints process, enabling the receipt of complaints respecting human rights abuses arising from the operations abroad of Canadian companies in the garment, mining, and oil and gas sectors.
Changes to AML and Virtual Currency Regulations for Reporting Entities and Money Service Businesses
March 29, 2021
Entities dealing in "virtual currencies", money services businesses (MSBs) and other reporting entities (REs) to the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) will become subject to new compliance obligations with respect to transfers of virtual currency exceeding C$10,000 and know-your-client (KYC) recordkeeping, as updates to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA) and its associated regulations come into force June 1, 2021.
Government of Canada Issues Updated Guidance on National Security Review of Investments
March 26, 2021
On March 24, 2021, the Government of Canada released updated Guidelines on the National Security Review of Investments under the Investment Canada Act. The Guidelines provide a non-exhaustive list of factors the government will consider in assessing the national security risk posed by a foreign investment. While most of the factors in the list are not new, the updated Guidelines list several new factors that were not previously on the list, but which have long been understood by foreign investment lawyers as being risk factors that may trigger a national security review under the Investment Canada Act.
The Canada Infrastructure Bank Launches Indigenous Community Infrastructure Initiative
March 26, 2021
On March 19, 2021, the Canada Infrastructure Bank (CIB) launched the Indigenous Community Infrastructure Initiative (ICII), which aims to invest $1 billion to encourage infrastructure investment in Indigenous communities. The initiative plans include channeling more investments into Indigenous communities to support their economic growth and address the existing infrastructure gap.
Canada Imposes Economic Sanctions Against China
March 23, 2021
On March 22, 2021, Canada imposed new economic sanctions against four officials and one entity under the new Special Economic Measures (People’s Republic of China) Regulations, based on Canada's assessment of their participation in gross and systematic human rights violations in the Xinjiang Uyghur Autonomous Region (XUAR) affecting Uyghurs and other Muslim ethnic minorities.
New Oil and Gas Liability Management Frameworks: Alberta vs Saskatchewan
March 22, 2021
Following the Redwater decision (Orphan Well Association v Grant Thornton Ltd., 2019 SCC 5), and the steadily increasing number of orphaned oil and gas sites, governments have been evaluating opportunities to modify their approaches to liability management and address growing inactive well inventories.
CSA Guidance on Improving COVID-19 Disclosures
March 18, 2021
On February 25, 2021, the Canadian Securities Administrators (CSA) published Staff Notice 51-362 – Staff Review of COVID-19 Disclosures and Guide for Disclosure Improvements. The CSA notice details the results of a recently completed issue-oriented review conducted by the CSA regarding the continuous disclosure obligations of reporting issuers in light of the COVID-19 pandemic.
Federal Government Releases Draft Greenhouse Gas Offset System Regulations
March 16, 2021
On March 5, 2021, the federal government released draft Greenhouse Gas Offset Credit System Regulations, providing some clarity as to how federal offsets will be created, tracked and ultimately used to satisfy greenhouse gas (GHG) emission reduction requirements for large emitters who are subject to the Greenhouse Gas Pollution Pricing Act (Canada).
Canada Announces the Critical Minerals List
March 15, 2021
On March 11, 2021, Canada unveiled its Critical Minerals List. The list includes 31 minerals considered integral to the Canadian economy, all of which are available in Canada. The list highlights focus areas in future Canadian mining policy and investments and builds on the existing Canadian Minerals and Metals Plan. The plan is a framework and signals the future strategic direction Canada will encourage in support of national security and economic growth objectives through the minerals and metals industry.
Important New Guidance from the Court of Appeal on TSX Majority Voting Rules, Reasonable Expectations in Oppression Claims and Contractual Set-Off
March 11, 2021
Since 2014, the Toronto Stock Exchange (TSX) has required listed issuers without a majority shareholder to implement a majority voting policy requiring each of its directors to be elected by a majority of the votes cast (50 percent plus one vote) with respect to their election at uncontested shareholder meetings. The TSX's Majority Voting Requirement provides that, subject to exceptional circumstances, any director who fails to meet this threshold must immediately tender their resignation.
Ontario Court Enforces "No-Challenge Clause" in Patent Agreement
March 10, 2021
It is common for patent licence agreements and settlement agreements to include so called "no-challenge" clauses, in which parties agree not to attack the validity of the other's patent. However, the enforceability of such clauses has been questioned.
Words Matter, Even When Absent: B.C. Appeal Court Confirms Unlimited Insurance for Construction Mitigation Expenses
March 04, 2021
The British Columbia Court of Appeal recently held that a professional liability insurance policy provided potentially unlimited coverage, at least in respect of one area of coverage.
The Rise of ESG Bonds in Corporate Financing
March 02, 2021
Sustainable investing has gained significant traction in recent years as a way for companies to exhibit corporate social responsibility in the community by meeting a wide range of environmental, social and governance (ESG) targets. Increasingly, issuers are also finding they are being financially rewarded for such investing strategies, some claiming pricing bumps of up to 20 basis points (bps).
Another Reminder of the Low Bar for Class Action Certification in British Columbia
March 01, 2021
In McCorquodale v RBC Global Asset Management Inc., 2021 BCSC 144, the British Columbia Supreme Court relied on the principle of consistency in case law in applying a low bar to certification in class proceedings.
Are Gun Manufacturers Liable for Mass Shootings?
March 01, 2021
An Ontario Superior Court judge has accepted, in a preliminary decision in Price v Smith & Wesson Corp, 2021 ONSC 1114, that gun manufacturers may have civil liability in Canada for losses caused by mass shootings when feasible safety measures could have prevented the harm but were not used.
Evidence of Harm Required To Advance Class Action Following Data Breach
February 24, 2021
The Court of Queen's Bench of Alberta, in Setoguchi v Uber B.V., 2021 ABQB 18, recently dismissed an application for certification of a proposed class action resulting from a data breach because there was no evidence of harm or loss.
Site Rehabilitation Program Periods 5 and 6 Further Expand Program Scope
February 22, 2021
On February 1, 2021, the Government of Alberta launched Period 5 and Period 6 of the Site Rehabilitation Program (SRP), including additional information within the updated Site Rehabilitation Guidelines.
Supreme Court of Canada Declines to Hear the Cameco Landmark Transfer Pricing Case
February 18, 2021
On February 18, 2021, the Supreme Court of Canada announced that it will not hear the transfer pricing tax appeal involving the Government of Canada and Cameco Corporation. Cameco was previously successful in both the Tax Court of Canada and the Federal Court of Appeal.