Davies Maintains High Rankings in 2024 Lexpert/ALM 500
Jan. 09, 2024 – The 2024 Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada recognizes 34 of our partners with 59 rankings across 18 practice areas. The guide’s Who’s Who in Canadian Law Firms ranks us #1 for Corporate Transactions in Toronto, relative to firm size, and #1 for Tax in Montréal. ...
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 significant...
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Nov. 28, 2023 – Québec recently repealed the province’s strict regulations concerning contests open to Québec participants by amending the Act respecting lotteries, publicity contests, and amusement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). Historically, unlike other...
Poonam Puri Recognized as One of Canada’s Most Powerful Women
Nov. 01, 2023 – Davies Affiliated Scholar Poonam Puri is named one of Canada’s Top 100 Most Powerful Women by the Women’s Executive Network (WXN), receiving the award in the “Professionals” category. The WXN Top 100 awards celebrate the accomplishments of professional women across the country by recognizing...
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 be required to submit a...
Aug. 24, 2023 – The 2024 edition of Best Lawyers in Canada names Davies “Law Firm of the Year” for Alternative Dispute Resolution and Corporate Law. Additionally, 134 partners in 48 practice areas are named among the country’s best, while the following six partners received “Lawyer of the Year” in their...
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 Plus Group ...
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. The...
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 the manner...
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...
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 promote...
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...
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 affirmative...
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...
Davies Earns Top Marks in 2023 Lexpert/ALM 500
Jan. 16, 2023 – The 2023 Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada recognizes 36 of our partners with 59 rankings across 18 practice areas. Additionally, the guide’s Who's Who in Canadian Law Firms ranks us #1 for Corporate Transactions in Toronto, relative to firm size, and #1 for Tax...
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...
Women in Business Law Recognizes Seven Davies Partners
Nov. 04, 2022 – The 2022 edition of Expert Guides’ Women in Business Law recognizes seven Davies partners as leading lawyers in their fields: Anita Banicevic – Competition and Antitrust Sandra Forbes – Competition and Antitrust Natasha MacParland – Insolvency and Restructuring ...
Sept. 15, 2022 – A February 16, 2021 decision of the United States District Court for the Southern District of New York held, in In re Citibank August 11, 2020 Wire Transfers , 520 F. Supp. 3d 390, that lenders who received almost $900 million mistakenly wired to them by Citibank (the administrative agent for a...
Davies Governance Insights – September 2022
Sept. 06, 2022 – 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 this edition: Ten Regulatory and Judicial Developments That GCs and Boards Need to Know examines key...
Elliott Investment Management L.P. Settles with Suncor Energy
July 21, 2022 – Davies acted for Elliott Investment Management L.P. in its accumulation of a material stake in Suncor Energy Inc. and subsequent engagement with Suncor, leading to an agreement to appoint three new directors immediately with a potential fourth to be added depending on Suncor’s performance against...
Umicore to Build First-of-Its-Kind Factory for EV Battery Components in Ontario
July 20, 2022 – Davies is acting for Umicore SA/NV, a circular materials technology company headquartered in Belgium, in the development and construction of a manufacturing plant for electric vehicle battery materials. The facility will be the first of its kind in North America to produce both precursor and...
Habitations Trigone Participates in Largest Multi-Residential Deal to Date in Québec
Feb. 04, 2022 – Davies acted for Habitations Trigone Inc. in the sale of its partners’ two-thirds ownership in an apartment portfolio in metropolitan Montréal. We also advised on the negotiation of new partnership and management agreements with purchaser Centurion Apartment REIT and an agreement for the sale of...
Hydrostor Secures Growth Financing from Goldman Sachs
Jan. 10, 2022 – Davies acted for Hydrostor Inc., a developer of Advanced Compressed Air Energy Storage (A-CAES) projects, in securing a US$250-million preferred equity financing commitment from Goldman Sachs Asset Management’s Private Equity and Sustainable Investing businesses. This is one of the largest...
Jan. 07, 2022 – The 2022 Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada ranks us the #1 firm for Corporate Transactions in Toronto, relative to firm size, and #1 for Tax in Montréal. We are tied for the top spot for Commercial Litigation in Montréal. The guide has also recognized 39 of our...
Vince Mercier Named Corporate Lawyer of the Year at Chambers Canada Awards
Sept. 13, 2021 – Davies partner Vince Mercier was named Corporate Lawyer of the Year at the Chambers Canada Awards 2021, held virtually on September 9. Recognized as one of Canada’s leading M&A lawyers, Vince played a central role in some of the country’s most transformative domestic and cross-border...
Pulling Out All the Swaps: Alberta Securities Commission Finds Total Return Swaps Abusive
July 20, 2021 – The Alberta Securities Commission (ASC) recently ruled that certain Brookfield entities’ (Brookfield’s) conduct and disclosure in connection with its hostile takeover bid for Inter Pipeline Ltd. (IPL) were clearly abusive to IPL shareholders and the capital markets, and therefore contrary to the...
Davies Named Canada Corporate Firm of the Year at 2021 IFLR Americas Awards
May 28, 2021 – Davies has been named Canada Corporate Firm of the Year at the International Financial Law Review ’s 2021 Americas Awards. The award reflects our standing as a leading transactional firm. With strategy and innovation always top of mind, we take an agile – yet measured – approach to every...
A One-in-a-Billion (-Dollar) Mistake
Mar. 23, 2021 – Last year, Citibank made what was likely the costliest bank error in history. To the astonishment of many observers, a U.S. federal court in New York, in a decision released on February 16, 2021, allowed the recipients of Citibank’s mistaken largesse to keep the money. The story has attracted...
Between a Block and a Hard Place: ESW Capital Denied Relief in Proposed Bid for Optiva
Mar. 15, 2021 – In the recently released reasons of the Ontario Securities Commission (OSC) in Re ESW Capital, LLC , the OSC reconfirmed the proposition, first expressed in Re Aurora Cannabis Inc. , that barring exceptional circumstances or abusive or improper conduct that undermines shareholder choice,...
Electronic Signatures: A Guide for Ontario Businesses
Mar. 04, 2021 – As we approach the one-year mark for the many Canadians working remotely, executing commercial agreements through electronic means has become “the new normal.” This bulletin provides a brief overview of the current framework in Ontario governing electronic documents and electronic execution of such...
(Un)Fettered Contractual Rights and Discretion
Mar. 03, 2021 – How can the exercise of seemingly unfettered contractual rights and discretionary powers ever constitute a breach of contract if exercising such a power (even opportunistically) is merely doing what the other party agreed it could do? Two recent companion decisions of the Supreme Court of Canada...
Where Things Stand: Update on the Digital Charter Implementation Act, 2020
Dec. 22, 2020 – In our November 20 privacy update , we flagged key elements of Bill C-11, the Digital Charter Implementation Act, 2020 , a bill that was introduced on November 17, 2020 by the Minister of Innovation, Science and Industry Navdeep Bains. Bill C-11 had one day of debate on second reading, on...
The Pallinghurst Group Completes Joint Acquisition of Nemaska Lithium with Investissement Québec
Dec. 03, 2020 – Davies acted for The Pallinghurst Group, a private investor in the global natural resources sector, in its joint acquisition of Québec-based Nemaska Lithium Inc. with Investissement Québec (IQ) pursuant to a sales process under the Companies’ Creditors Arrangement Act . The acquisition was...
Canada’s Fall Economic Statement: Tax Highlights
Dec. 01, 2020 – The Honourable Chrystia Freeland, Deputy Prime Minister of Canada and Minister of Finance, has released the Liberal Party’s first economic statement (Fall Economic Statement) since the start of the global COVID-19 pandemic. A record deficit of over $381 billion is projected for 2020-2021. This...
New Privacy Law for Canada: Government Tables the Digital Charter Implementation Act, 2020
Nov. 20, 2020 – With dramatic growth in the global data economy, and increased reliance on online activity as a result of the global pandemic, protection of privacy and personal information has never been as relevant as it is now. Like many other jurisdictions, Canada has recognized the need for a significant...
Governance in a Nascent Industry: Lessons from Canada’s “Green Rush”
Oct. 05, 2020 – In the two years that have passed since Canada became the first industrialized country to legalize recreational cannabis use, the industry has experienced unprecedented levels of growth and interest, a phenomenon widely referred to as Canada’s “Green Rush.” Such rapid development, however, has not...
ESG and Climate Change in the Shadow of COVID-19: “E,” “S” & G Are Here to Stay
Oct. 05, 2020 – In this chapter, we outline the significant developments that have taken place over the last year regarding the alignment and harmonization of the leading climate disclosure frameworks with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). We discuss the major...
Beyond Gender: Diversity and Inclusiveness Now and Going Forward
Oct. 05, 2020 – Over the past five years, Canadian public companies have been largely focused on improving gender diversity. Some progress has been made, including in increasing the number of women holding director and senior executive positions. Recent events, however, have taken the discussion beyond gender,...
Executive Decisions: Compensation Trends In and Outside of Times of Crisis
Oct. 05, 2020 – The reasonableness of executive compensation arrangements has long been a contentious issue. The COVID-19 pandemic has accelerated pre-existing trends and introduced new challenges, including increased concerns about the widening pay gap between executives and the average Canadian employee, as...
Let’s Take This Online: Virtual Shareholders’ Meetings in 2020 and Beyond
Oct. 05, 2020 – In Canada, virtual shareholders’ meetings began growing in popularity in 2019. A year later, they have become the new normal in a period devoid of normalcy. In this chapter, we explore how the COVID-19 pandemic has changed the landscape of annual shareholders’ meetings, and discuss key...
Shareholder Activism Abates, but Not for Long: Significant Activity and Developments in 2020
Oct. 05, 2020 – By the start of 2020, shareholder activism had become a fixture in Canadian capital markets. Although activism levels had been declining to some degree in recent years, most public companies are now conditioned to the reality that an activist could emerge at any time; the breadth of activism has...
Navigating Financial Distress: Key Considerations for Directors
Oct. 05, 2020 – The emergence of COVID-19 fundamentally reshaped our economy and the way we do business in a matter of weeks. These changes are likely to continue as the pandemic runs its course. The stresses and uncertainty brought on by the pandemic have led to unprecedented economic disruption, including to...
Risky Business: The Board’s Role in Enterprise Risk Management
Oct. 05, 2020 – The swift and varied responses to the COVID-19 pandemic are directly shaping how companies view and manage risk. One of the most significant and lasting corporate governance implications of COVID-19 will be its impacts on boards’ oversight role of issuers’ enterprise risk management (ERM)...
Oct. 05, 2020 – Special committees have increasingly been used by corporate boards since they first emerged during the wave of M&A activity in the 1980s as a way to manage conflicts of interests. Special committees, which are typically subcommittees of an entity’s board comprised of independent directors and...
Davies Governance Insights 2020
Oct. 05, 2020 – Davies Governance Insights 2020 provides a comprehensive analysis of the trends and developments that have shaped the corporate governance landscape and those that are expected to define the next decade. Against the backdrop of the COVID-19 crisis, this year’s report explores key issues for...
Deadlines Under Federal Legislation Temporarily Extended Due to COVID-19
Sept. 24, 2020 – Introduction Parliament passed on July 27, 2020, the Time Limits and Other Periods Act (COVID-19) (Time Limits Act), which we summarized in a previous bulletin . Briefly, the Time Limits Act automatically suspends statutory time limits for federal civil proceedings for six months and grants...
The Times They Are A Changin’ Canadian Privacy Law in the Private Sector
Sept. 18, 2020 – When privacy laws for the private sector were in their infancy in Canada, more than 20 years ago, there was no Internet of Things, Facebook was FaceMash and limited to the Harvard campus, and Google was a toddler. In 2020 there are on average 4 billion Google searches a day, Facebook has more than...
CRA Provides Relief from International Income Tax Issues Raised by COVID-19 Travel Restrictions
June 30, 2020 – The COVID-19 pandemic has resulted in the imposition of safety measures by governments around the world, including that in Canada, to protect the health of their citizens. Similarly, businesses have imposed safety measures to protect their employees. These measures include restrictions on travel...
May 27, 2020 – Preventing corruption is a day-to-day challenge that requires society as a whole to become aware of the necessity to foster a real cultural shift. Although legislation and internal policies remain essential, they are not sufficient to prevent corruption. They must be supplemented by a genuine...
Canadian Government’s Proposed Extension of Time Limits Due to COVID-19
May 27, 2020 – As part of the federal government’s response to the COVID-19 pandemic, the Department of Finance recently published a draft legislative proposal , the Time Limits and Other Periods Act (COVID-19) (Proposal), that, if implemented, would provide for an automatic six-month suspension of time limits...
May 20, 2020 – In The Toronto-Dominion Bank v Queen (2020 FCA 80), the Federal Court of Appeal (FCA) confirmed a Federal Court (FC) decision and ruled that a secured creditor had a statutory obligation to pay the Canada Revenue Agency (CRA) for a tax debt of an arm’s-length borrower because the secured...
COVID-19 Insurance Related Considerations - Business Interruption Coverage Update
Apr. 03, 2020 – In an article posted to our website on March 18, 2020, we discussed the potential for the recovery of property and business interruption losses arising from the COVID-19 epidemic. Our advice then was that while the pandemic would likely be considered a fortuity, it was uncertain whether, in the...
Apr. 02, 2020 – Businesses, regardless of size, charities and non-profit organizations whose revenues have decreased by at least 30% because of the COVID-19 pandemic are now eligible to apply for the Canada Emergency Wage Subsidy. The subsidy is retroactive to March 15, 2020 and covers up to 75% of wages (up to...
A Penalty Under GAAR Will Cause Ineligibility for Public Contracts in Québec
Mar. 23, 2020 – The Act mainly to establish the Centre d'acquisitions gouvernementales and Infrastructures technologiques Québec (Act) was assented to on February 21, 2020, by the National Assembly of Québec. The Act incorporates new provisions in the government procurement rules to combat abusive tax avoidance...
COVID-19: Material Adverse Change and Material Adverse Effect
Mar. 23, 2020 – The COVID-19 pandemic has had, and is likely to continue to have, a major impact on the global economy as countries implement various levels of “social distancing” and other restrictions on normal activities. In these uncertain times, many businesses may find themselves reviewing their contracts...
Mar. 19, 2020 – The COVID-19 pandemic and the state of health emergency declared by the Québec government will inevitably affect business relationships in general and the performance of contractual obligations in particular. Although the repercussions will depend to a great extent on the specific circumstances of...
COVID-19: Insurance Claims Considerations
Mar. 18, 2020 – The COVID-19 outbreak is a challenge for all. We are here to assist in this rapidly developing situation. The following provides an overview of insurance claims considerations relating to the COVID-19 outbreak. Potential Exposures The COVID-19 outbreak is disrupting global business and...
Davies Recognized as a “Pre-eminent” Law Firm in The Legal 500 Canada
Nov. 14, 2019 – The Legal 500 Canada 2020 has reaffirmed our standing as a leader among our peers, with clients and industry experts commending the firm for its “incredible depth and consistency” and “flawless execution and exceptional service. ” This year’s directory recognized 45 of our lawyers, including 27...
What’s Next for Public Companies? Becoming a “Next Generation” Governance Organization
Oct. 03, 2019 – In this final chapter, we discuss how boards and senior management might respond to the ever-changing environments in which their companies operate, to maximize their viability and profitability in the near, medium and long terms. What does a “next generation” governance organization look like? We...
Innovative Tools for Convenient and Transparent Disclosure and Effective Engagement
Oct. 03, 2019 – Market participants are increasingly calling on public companies to provide more transparent and convenient information. In this chapter, we explore how Canadian public companies can meet these expectations by making their communication (including and beyond traditional continuous disclosure...
Shareholder Proposals in the United States and Canada
Oct. 03, 2019 – Shareholder proposals have long been an effective tool for investors to raise environmental, social and governance issues and foster engagement with a public company. That said, compliance with the shareholder proposal regime can impose costs and burdens on companies. For years, the U.S. ...
Navigating Gender Diversity in 2019
Oct. 03, 2019 – Canadian public companies remain under sustained pressure to improve gender diversity. In this chapter, we provide a snapshot of the current state of gender diversity among Canadian public companies, which reveals meaningful progress on a number of diversity-related metrics. We also explore how...
In Focus: Building High-Performing Boards
Oct. 03, 2019 – Building a high-performing board of directors has never been more important and more complex. The rise in shareholder activism, the increased scrutiny over environmental, social and governance issues and their oversight, and the growth of disruptive technologies are only a few of the reasons...
Short Selling in Canada: A New Avenue for Investor Activism
Oct. 03, 2019 – Over the past few years, short-seller activism has grown from a “low profile affair” to a major challenge for securities regulators and governing boards – and Canadian markets are no exception. In many cases, the consequences of a short-selling activism campaign for a company can be profound: a...
Shareholder Activism: 2019 Trends and Major Developments
Oct. 03, 2019 – While 2019 to date has witnessed fewer proxy contests in Canada compared with the corresponding period in 2018, activity increased in some industries, notably the resource sector, to levels not seen since 2015. We have also observed a number of important developments, including some that may be...
Climate Change and Sustainability: New Standards for Sustainability Reporting and Disclosures
Oct. 03, 2019 – In Davies Governance Insights 2018 , we discussed the growing environmental, social and governance (ESG) movement and the trend toward increased reporting and disclosure of sustainability-related issues, including climate change and its related risk management by reporting issuers. In 2018 and...
CBCA Reforms: Canadian Government Codifies Corporate Governance Practices
Oct. 03, 2019 – In 2019, the Canadian federal government enacted several important reforms to the Canada Business Corporations Act (CBCA) that reflect its increased focus on corporate governance best practices. In this chapter, we explore key areas in which the amendments will affect Canadian public companies,...
Davies Governance Insights 2019
Oct. 03, 2019 – Davies Governance Insights 2019 is a comprehensive report that analyzes the governance trends and issues most important to Canadian public companies. Now in its ninth edition, Governance Insights is designed to be a playbook for navigating the diverse and complex challenges facing today’s...
Aug. 27, 2019 – The Business Roundtable, an association of CEOs of major U.S. corporations, recently issued its “Statement on the Purpose of the Corporation. ” The statement underscores the Business Roundtable’s commitment to all stakeholders of corporations, including their customers, employees, suppliers,...
Québec’s Securities Tribunal Prevents Group Mach from Blocking Transat A.T./Air Canada Deal
Aug. 14, 2019 – The Tribunal administratif des marchés financiers (Québec’s securities tribunal) issued a split 2–1 decision resulting in a cease trade order on an offer made by Group Mach to acquire 19.5% of Transat A.T. Inc.’s shares. Certain features of Group Mach’s mini-tender, which was designed to...
Autorité des marchés publics Has New Powers to Oversee Public Contracts
May 24, 2019 – The provisions respecting the processing of complaints, communication of information and disclosure of wrongdoing to the Autorité des marchés publics (AMP) came into force on May 25, 2019. An interested person or partnership wishing to file a complaint with the AMP or provide information to the...
May 06, 2019 – A recent decision of the British Columbia Supreme Court in Russell v Synex International Inc. ( Synex ) validated a dissident’s floor nomination and the subsequent election of an entirely new board. Notably, the dissident cast his votes using the authority given to him by shareholders who...
Twenty-seven Davies Partners Recognized as Leaders in Corporate Law
Apr. 26, 2019 – We are proud to have been distinguished in the 2019 Lexpert Special Edition – Canada’s Leading Corporate Lawyers , with 27 of our partners named among Canada’s top practitioners in the field. The recognition is a testament to our long-standing reputation for providing innovative solutions to the...
Significant Amendments to CBCA Proposed in 2019 Federal Budget
Apr. 24, 2019 – The 2019 federal budget, announced on March 19, 2019, includes significant proposed changes to the Canada Business Corporations Act (CBCA). The proposed amendments include: codification of key elements of the 2008 decision of the Supreme Court of Canada (SCC) in BCE Inc. v 1976...
TSX Launches Sandbox Initiative for Issuers That Do Not Satisfy Standard Listing Conditions
Apr. 17, 2019 – In its April 12, 2019 Staff Notice (2019-0002), the Toronto Stock Exchange (TSX) announced a framework to govern the exercise of its discretion to accept listing applications that do not satisfy the TSX’s listing conditions. The guidance in Staff Notice 2019-0002 covers both initial applications...
The InterOil Saga Continues: Yukon Court of Appeal Asked to Rule on “Fair Value”
Mar. 21, 2019 – ExxonMobil has filed a notice of appeal to the Yukon Court of Appeal, appealing the lower court’s decision in Carlock v ExxonMobil Canada Holdings ULC . In the decision under appeal, the Yukon Supreme Court sided with dissenting shareholders in determining that the fair value of an InterOil share...
Private Federal Corporations Must Track Controlling Shareholders Beginning in June 2019
Feb. 22, 2019 – Bill C-86 introduces significant changes to the Canada Business Corporations Act (CBCA) that will come into effect on June 13, 2019. Corporations governed by the CBCA (excluding corporations that are reporting issuers or are listed on a “designated stock exchange” as defined in the Income Tax...
Davies Lawyers Unrivalled in Chambers Global 2019
Feb. 19, 2019 – Chambers and Partners has once again recognized Davies as a top Canadian law firm in the 2019 edition of Chambers Global: The World’s Leading Lawyers for Business . This year’s guide recognizes 39 Davies lawyers with 45 rankings, including 16 lawyers ranked Band 1 – more than any other law firm...
The Autorité des marchés publics Assumes Its Responsibilities
Jan. 25, 2019 – The majority of the activities of the Autorité des marchés financiers (AMF) under the Act respecting contracting by public bodies were transferred to the Autorité des marchés publics (AMP) on January 25, 2019. The AMP was created in response to the first recommendation of the Charbonneau...
Davies Earns Top Marks in 2019 Lexpert/ALM 500
Dec. 13, 2018 – Davies leads the 30 largest law firms in Canada with the highest percentage of lawyers ranked, and the highest percentage of lawyer rankings, in the 2019 Lexpert/ALM Guide to the Leading 500 Lawyers in Canada. The 2019 guide has also placed Davies in the centre of the bull’s eye for Corporate...
Davies Recognized as “Top of the Class” in The Legal 500 Canada
Dec. 03, 2018 – The 2019 edition of The Legal 500 Canada has recognized Davies as being “consistently top tier in both service and expertise” and the “best representation at the table,” with Tier 1 rankings in the following practice areas: Competition and Antitrust Corporate and M&A Dispute...
Davies Welcomes New Partner Aaron Atkinson
Dec. 03, 2018 – Davies is pleased to announce that Aaron Atkinson has joined Davies as a partner in our Toronto office. Aaron brings nearly 20 years of experience advising clients across industry sectors in domestic and cross-border M&A transactions, corporate finance, capital markets and securities, and...
Nov. 27, 2018 – In Canada (National Revenue) v Atlas Tube Canada ULC , the Federal Court (FC) held that the Canada Revenue Agency (CRA), in the course of an ongoing audit, was entitled to a draft tax due diligence report (Report) prepared by the accounting firm Ernst & Young (EY). The Report was commissioned,...
Major Changes to Canada’s Trademark Laws to Come into Force in June 2019
Nov. 21, 2018 – The Canadian government introduced in 2014 the first procedural step toward ratifying and implementing five intellectual property law treaties in order to align Canadian practice with that of most other countries in the world. The government has also introduced amendments to its existing...
Nov. 12, 2018 – Perhaps the most controversial feature of Canada’s anti-spam legislation (CASL) 1 is its broad approach to liability for various actors and intermediaries involved in electronic communications. As we have previously explained , persons may be liable under CASL if they “cause” or “permit” a...
City of Montréalʼs Right of First Refusal: Designation of Affected Sectors
Oct. 23, 2018 – The City of Montréal (City) now has the power to exercise a right of first refusal to purchase property within the sectors it has previously determined by bylaw, after the seller has accepted an offer to purchase. This power, which is under Schedule C of its Charter (CQLR, c C-11.4), sections...
Legalization of Cannabis: A Guide for Employers
Oct. 19, 2018 – With the legalization of recreational cannabis as of October 17, 2018, Canadian employers must be prepared to understand their rights and responsibilities vis-à-vis their employees. Substance and Drug Use Policy Employers are encouraged to adopt or amend their substance and drug use policies to...
Davies Governance Insights 2018
Oct. 03, 2018 – Davies’ annual Governance Insights reports analyze the top governance trends and issues important to Canadian boards, senior management, in-house counsel and governance observers. In the 2018 edition, we shine the spotlight on the following issues that shaped the corporate governance landscape...
Davies Receives Highest Percentage of Band 1 Rankings in Chambers Canada 2019
Sept. 26, 2018 – Davies has once again been recognized as one of Canada’s top law firms in Chambers Canada 2019 , with 26 of our lawyers receiving Band 1 rankings – the highest percentage among all firms relative to firm size. The firm also received the highest percentage of lawyer rankings relative to firm size,...
Davies Welcomes Michel Gélinas
Sept. 07, 2018 – Davies is pleased to announce that Michel Gélinas has joined the firm as a partner in our Montréal office. Michel’s practice focuses on advising clients on mergers and acquisitions, private equity, venture capital and corporate finance, both in Canada and internationally. “Michel’s reputation...
Sept. 06, 2018 – Early in 2018, lenders and their counsel were surprised and alarmed by the Ontario Superior Court of Justice decision in Solar Power Network Inc. v ClearFlow Energy Finance Corp. , which threatened to disrupt a long-established consensus that section 4 of the Canadian federal Interest Act no...
Michelin to Acquire Camso for US$1.7 Billion
July 13, 2018 – Davies acted for Groupe Michelin in its agreement to acquire Camso Inc., a Québec-based off-the-road (OTR) tire maker, for US$1.7 billion. The two companies will combine their OTR operations into a new division that will be run from Camso’s headquarters in Magog, Québec. The transaction will...
June 26, 2018 – The U.S. Supreme Court has released a much-anticipated decision in South Dakota v Wayfair, Inc. , which overturned the Court’s decades-old limitation on states’ power to assert sales tax jurisdiction over out-of-state sellers. In this strongly worded opinion, released on June 21, 2018, the Court...
Twenty-nine Davies Partners Named Leaders in Cross-Border Law
June 22, 2018 – The 2018 Lexpert Guide to US/Canada Cross-Border Lawyers in Canada features 29 Davies lawyers, across seven practice areas, who are recognized for their industry-leading cross-border practices. The new publication from Lexpert is a single all-encompassing cross-border guide, featuring lawyers...
Davies Wins National Corporate Firm of the Year: Canada at IFLR Americas Awards 2018
May 18, 2018 – Davies has been named “National Corporate Firm of the Year: Canada” at the International Financial Law Review’s (IFLR’s) 13th annual Americas Awards, held on May 17 in New York City. The National Corporate Firm of the Year award is given to the firm with the best track record advising on...
Iconic Canadian Investment Firm Jarislowsky, Fraser Limited Sold to Scotiabank
May 11, 2018 – Davies acted for Stephen A. Jarislowsky and S.A. Jarislowsky Investments Inc., the principal shareholders of JFL, in the $1-billion sale of JFL, a leading independent investment firm with approximately $40 billion in assets under management, to Scotiabank. The transaction was completed on May 1,...
Apr. 27, 2018 – Davies’ standing as a leader in corporate law has been reaffirmed in the 2018 Lexpert Special Edition Canada’s Leading Corporate Lawyers , with 24 Davies partners named among the country’s top practitioners. Published in the May issue of Report on Business, Canada’s Leading Corporate Lawyers ...
Apr. 13, 2018 – On April 12, 2018, the Canadian Securities Administrators (CSA) published Staff Notice 61-303 and Request for Comment – Soliciting Dealer Arrangements (the Notice) outlining issues identified by staff in respect of the use of soliciting dealer arrangements in proxy contests and corporate...
SEC Rulemaking Developments in 2017
Apr. 12, 2018 – Within the first hundred days of taking office, President Trump reiterated his commitment to scaling back existing financial regulations. In February 2017, President Trump signed into law Congress’s repeal of the extractive industry transparency rules adopted by the U.S. Securities and Exchange...
FAST Act Modernization and Simplification of Regulation S-K
Apr. 12, 2018 – Securities disclosure requirements in the United States are complex, and compliance can be a challenge. Compliance with Regulation S-K, which contains requirements applicable to the content of the non-financial statement portions of certain registration statements, annual reports and other ...
SEC Filings Must Include Hyperlinks to Exhibits and Be in HTML Format
Apr. 12, 2018 – New rules of the U.S. Securities and Exchange Commission (SEC) that require exhibits to be hyperlinked in most SEC filings became effective on September 1, 2017. Under the new rules, registrants that are filing a registration statement or current report that is subject to the exhibit...
Inline XBRL Filing of Tagged Data
Apr. 12, 2018 – A company that prepares its financial statements in accordance with U.S. generally accepted accounting principles (GAAP) or International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and files with the U.S. Securities and Exchange Commission (SEC)...
SEC Guidance on Pay Ratio Disclosure
Apr. 12, 2018 – On September 21, 2017, the U.S. Securities and Exchange Commission (SEC) adopted interpretive guidance to assist domestic reporting companies in their efforts to comply with the pay ratio disclosure required by item 402 of Regulation S-K under the Securities Act of 1933 , as amended. On the same...
SEC Approves an NYSE Rule Amendment Prohibiting Release of Material News After Market Close
Apr. 12, 2018 – On December 4, 2017, the U.S. Securities and Exchange Commission (SEC) approved a New York Stock Exchange (NYSE) rule amendment – revised Rule 202. 06 – prohibiting NYSE-listed companies from releasing material news after the NYSE’s official trading closing time (NYSE Closing Time) until the...
Apr. 06, 2018 – While the Canadian capital markets were volatile in 2017, market activity in the Canadian cannabis sector has achieved unprecedented highs. The $245-million investment by Constellation Brands, a NYSE-listed producer of beer, wine and spirits, in TSX-listed Canopy Growth in the fall of 2017...
Maureen Littlejohn Interviewed in Law Times About Federal Court of Appeal Ruling
Apr. 03, 2018 – In an article published recently in Law Times (available to subscribers), Davies partner Maureen Littlejohn discusses the Federal Court of Appeal’s decision in IGGillis Holdings Inc. v. Minister of National Revenue , which confirmed the legitimacy of transactional “common interest...
Weed Wars Part III: The Joint Actor Issue
Mar. 23, 2018 – In the recently released joint reasons of the Ontario and Saskatchewan securities commissions in In the Matter of Aurora Cannabis Inc. in respect of the unsolicited takeover bid by Aurora Cannabis Inc. for all the shares of CanniMed Therapeutics Inc., the commissions considered when a bidder and...
Weed Wars Part II: Tactical Poison Pills and Lock-up Agreements in Hostile Bids
Mar. 20, 2018 – The Ontario and Saskatchewan securities commissions recently released joint reasons in In the Matter of Aurora Cannabis Inc. in respect of the unsolicited takeover bid by Aurora Cannabis Inc. for all the shares of CanniMed Therapeutics Inc. and CanniMed’s adoption of a shareholder rights plan...
Maureen Littlejohn Speaks to the National Post About FCA Ruling Affirming Common Interest Privilege
Mar. 14, 2018 – In an article published on Tuesday in the National Post , Davies partner Maureen Littlejohn spoke about the Federal Court of Appeal’s (FCA’s) ruling last week in IGGillis Holdings Inc. v. The Minister of National Revenue , 2018 FCA 51. The decision confirmed the existence of “transactional...
Mar. 13, 2018 – Every day, across Canada, business and tax lawyers rely on the judge-made doctrine of “transactional common interest privilege” to facilitate the due diligence process and to ensure the efficient structuring and negotiation of commercial transactions. This beneficial common law doctrine allows a...
Davies’ 2018 Corporate/Securities Law Moot
Mar. 12, 2018 – This past weekend in Toronto, 11 law schools from across Canada participated in Davies’ 28th annual Corporate/Securities Law Moot. The moot provides an opportunity for top students from Canadian law schools to debate current legal issues in corporate and securities law. Prizes went to the...
Demystifying Crypto in Canada: Will 2018 Be the Year of Blockchain?
Mar. 07, 2018 – The year 2017 was one of tremendous growth for blockchain, as the technology underlying Bitcoin gained attention from mainstream media outlets, financial institutions, investment funds and securities regulators across the globe. Blockchain’s rise to prominence was led by an interest in...
2018 Federal Budget: Tax Highlights
Feb. 27, 2018 – As anticipated, today’s federal budget (Budget 2018) focuses on a few targeted areas, including the taxation of passive investments made by private corporations, and does not contain any measures in response to the enactment of tax reform in the United States or relating to the OECD BEPS...
Davies Lawyers Peerless in Chambers Global 2018
Feb. 16, 2018 – Davies’ status as a leading Canadian law firm has once again been confirmed by Chambers and Partners in its annual publication Chambers Global: The World’s Leading Lawyers for Business . The 2018 edition of the guide recognizes 40 Davies lawyers with 46 rankings, including 15 lawyers ranked Band...
Interest Disclosure under Section 4 of the Interest Act: The Ghost Is Clanking Its Chains Again
Feb. 09, 2018 – Section 4 of the Canadian federal Interest Act , an interest disclosure provision first enacted in 1897 and surviving almost unchanged today, has been of little concern to lenders for the past quarter-century. A series of judicial decisions in the early 1990s seemed to have limited its scope so...
Davies Advises on Five of Lexpert’s Top 10 Deals of 2017
Feb. 06, 2018 – Lexpert Magazine has identified Davies as a key player in five of the Top 10 Deals of 2017, including the merger of Potash Corp. of Saskatchewan Inc. with Agrium Inc. to form Nutrien Ltd., which was recognized as Deal of the Year. Davies was also profiled for acting in the following top...
Weed Wars: Securities Commissions Weigh In on Aurora/CanniMed Hostile Bid
Jan. 03, 2018 – After a joint hearing in mid-December, the Ontario and Saskatchewan securities commissions released identical orders in respect of the unsolicited take-over bid by Aurora Cannabis Inc. for the issued and outstanding common shares of CanniMed Therapeutics Inc. and CanniMed’s use of a shareholder...
Davies Recognized as “Truly Outstanding” in The Legal 500 Canada
Nov. 30, 2017 – The 2018 edition of The Legal 500 Canada has recognized Davies for its “vast and valuable experience” and “peerless market knowledge,” with rankings in 13 categories, including Tier 1 rankings in the following: Capital Markets Competition and Antitrust Corporate and M&A ...
Investment Considerations for the Cannabis Industry: Spotting the Red Flags
Nov. 22, 2017 – The recent $245-million investment by Constellation Brands, a NYSE-listed producer of beer, wine and spirits, in TSX-listed Canopy Growth focused attention across North America on the Canadian cannabis industry. The announcement of the approximately 9.9% investment on October 30, 2017 drove Canopy...
Québec Releases Framework for Recreational Cannabis
Nov. 21, 2017 – The Canadian government is going full steam ahead with its plans to legalize cannabis for recreational purposes in July 2018, but it has left some of the toughest decisions relating to the sale, distribution, cultivation and promotion of cannabis to the provinces and territories. As a result, a...
OSC Invites TokenFunder to Play in the CSA Sandbox
Oct. 26, 2017 – Earlier this month, the Ontario Securities Commission (OSC) released its decision to grant exemptive relief from applicable Canadian registration requirements to Token Funder Inc. (TokenFunder) for the launch of its initial offering of FNDR tokens. By blessing the upcoming offering by TokenFunder...
Legal Privilege: Are You Protected?
Oct. 25, 2017 – In this article in Listed Magazine , Patricia Olasker , Tony Alexander and Poonam Puri discuss legal privilege in business transactions, the loss of transactional common interest privilege and best practices that companies should consider to protect the confidentiality of their...
Patricia Olasker, Tony Alexander and Poonam Puri Discuss Legal Privilege in Listed Magazine
Oct. 25, 2017 – In this article in Listed Magazine , Patricia Olasker , Tony Alexander and Poonam Puri discuss legal privilege in business transactions, the loss of transactional common interest privilege and best practices that companies should consider to protect the confidentiality of their...
Six Davies Partners Recognized in Women in Business Law
Oct. 12, 2017 – The 2017 edition of Expert Guides’ Women in Business Law recognizes six Davies partners as leading lawyers in their fields: Anita Banicevic Sandra Forbes Patricia Olasker Carol Pennycook Alexandria Pike Sarah Powell The guide celebrates the...
U.S. Treasury Will Scale Back Debt-Equity and Certain Other Regulations
Oct. 10, 2017 – On the basis of an executive order by President Trump to reduce the burden of tax regulations, the Secretary of the Treasury (Secretary) identified on June 22, 2017, eight regulations from January 1, 2016, to be reviewed (June Report). The Secretary has now provided final recommendations (October...
Patricia Olasker Comments on the Evolution of Shareholder Activism on Forbes.com
Oct. 05, 2017 – In an interview published on forbes.com, Davies partner Patricia Olasker discusses the evolution of shareholder activism in Canada and its convergence with M&A. In recent years, engaged shareholders have intermediated between boards of targets and acquirers to negotiate better deals for...
Chambers Canada 2018 Recognizes Davies as a Leader in 23 Practice Areas
Oct. 04, 2017 – Davies has once again been recognized as one of Canada’s top law firms by Chambers & Partners in Chambers Canada: Canada’s Leading Lawyers for Business . The 2018 edition of the guide reaffirms our position as a leader in the industry, with 62 of our lawyers ranked 79 times, including 25 Band 1...
Davies Governance Insights 2017
Oct. 02, 2017 – Davies Governance Insights 201 7 provides analysis of the top governance trends and issues important to Canadian boards, senior management and governance observers. The 2017 edition provides readers with Davies’ take on important topics ranging from shareholder engagement and activism to...
Geoffrey Rawle, Zain Rizvi Referenced in Financial Post Article About Bitcoin
Sept. 22, 2017 – Davies lawyers Geoffrey Rawle and Zain Rizvi ’s recent client communication on the Canadian Securities Administrators’ (CSA) approach to cryptocurrency offerings is referenced in a recent Financial Post article. The Post’s article discusses the strength of the CSA’s directive and quotes Geoff...
Liquidating CCAAs and Pension Deemed Trust Priorities
Sept. 14, 2017 – The very clearly written decision of Québec Superior Court Justice Stephen Hamilton in the Bloom Lake and Wabush Mines Companies’ Creditors Arrangement Act (CCAA) proceedings is certain to be the topic of current discussion in the Canadian insolvency and secured lending communities. See the...
Cooling the Blockchain Boom: CSA Staff Narrow the Path for Cryptocurrency Offerings
Sept. 07, 2017 – Cryptocurrency users take note – Canadian securities laws may apply, and regulators are paying attention. On August 24, 2017, the Canadian Securities Administrators released strong guidance on how securities regulators will view and regulate cryptocurrency offerings, also known as initial coin or...
Patricia Olasker and Poonam Puri Named in Top 25 Most Influential List
Aug. 08, 2017 – Canadian Lawyer has named Davies partner Patricia Olasker and Davies affiliated scholar Poonam Puri in its annual list of Top 25 Most Influential. As two of the five featured lawyers in the corporate-commercial law category, both Patricia and Poonam are honoured for the impact they’ve had...
Tax Proposals Target Canadian Business Owners
Aug. 04, 2017 – Although Canadian individuals are already subject to some of the highest tax rates in the world, the Canadian federal government released a discussion paper for consultation on July 18, 2017 which includes proposals that would substantially increase taxes paid by Canadians who carry on business ...
Patricia Olasker Quoted in Lexpert About the OSC’s Eco Oro Decision
July 31, 2017 – Davies partner Patricia Olasker was quoted in a Lexpert article about the Ontario Securities Commission’s (OSC’s) decision that found Eco Oro Minerals Corporation was using questionable tactics in blocking a proxy challenge. Patricia, who has written on this topic , told Lexpert that the...
July 28, 2017 – This week the U.S. Securities and Exchange Commission (SEC) published an investigative report 1 confirming what many in the blockchain industry had long anticipated: depending on the facts, the offer and sale of blockchain tokens pursuant to an initial coin offering (ICO) “may be” subject to...
SEC Expands the Use of Confidential Submissions of Draft Registration Statements
July 20, 2017 – The staff of the U.S. Securities and Exchange Commission (SEC) recently began accepting from all issuers confidential submissions of draft registration statements for review by the SEC staff in certain cases. Before this policy change, under the Jumpstart Our Business Startups Act of 2012 ...
Canadian Government Proposes Major Changes to the Taxation of Private Corporations
July 18, 2017 – The Canadian Department of Finance released a discussion paper earlier today on tax planning using private corporations. Included with the paper is draft legislation for a couple of the matters discussed in the paper. Finance has requested comments on the discussion paper by October 2, 2017. ...
Canada’s Top Court Rules on Personal Liability of Directors for Oppression
July 18, 2017 – On July 13, 2017, the Supreme Court of Canada issued its decision in Wilson v. Alharayeri ( Alharayeri ). The decision sounds an important cautionary note to directors concerning the potential consequences of engaging in conduct that is improper or defeats the reasonable expectations of...
July 05, 2017 – The Ontario Securities Commission’s (OSC) reasons in In the Matter of Eco Oro Minerals Corp. were recently released, providing important guidance regarding private placements of voting securities in the context of proxy contests and articulating the OSC’s views on the public interest in...
Suspension of Private Relief: CASL’s Private Right of Action Delayed
June 09, 2017 – Since its implementation in July 2014, Canada’s anti-spam law, or CASL, has continued to generate a fair amount of controversy due to its broad application and the availability of significant administrative monetary penalties. As we described in prior publications ( The Other Shoe Drops: The...
New Deal Rules Don’t Shake the Industry, Bringing Little Change in the Number of Hostile Bids
May 18, 2017 – The Financial Post recently published an article outlining findings in a report by Davies affiliated scholar Poonam Puri and Kingsdale’s Hooman Tabesh about the effect of the CSA’s takeover bid rules enacted in May 2016. Poonam and Hooman analyzed the number of deals that became hostile in...
Davies Earns Top Marks in The Canadian Legal Lexpert Directory 2017
May 05, 2017 – The Canadian Legal Lexpert Directory 2017 has recognized 91 Davies lawyers as leading practitioners, with 33 achieving the highest ranking of Most Frequently Recommended in at least one area of specialization. Our firm is also recognized as Most Frequently Recommended in 16 practice areas. ...
The Other Shoe Drops: The Private Right of Action Under CASL
Apr. 26, 2017 – The bulk of Canada’s anti-spam law, known colloquially as CASL, came into force on July 1, 2014. CASL sets out strict rules for a variety of online behaviours and is considered the strictest anti-spam law in the world, providing for administrative monetary penalties (AMPs) of up to $1 million for...
Mar. 31, 2017 – History was made yesterday when the shareholders of Toronto-Dominion Bank (TD Bank) narrowly approved a shareholder proposal asking the board of directors to take the necessary steps to adopt a “proxy access” bylaw. The proposal, which mirrors another proposal submitted by the same shareholder to...
SEC Adopts Final Rule Shortening Settlement Cycle to T+2
Mar. 28, 2017 – On March 22, 2017, the U.S. Securities and Exchange Commission (SEC) adopted a final rule amending Rule 15c6-1(a) under the U.S. Securities Exchange Act of 1934 to shorten the standard settlement cycle from three to two business days (i.e., from T+3 to T+2) for most broker-dealer securities...
2017 Federal Budget: Tax Highlights
Mar. 22, 2017 – The Liberal government’s second budget (Budget 2017) comes during a period of exceptional global political and economic uncertainty. Of particular importance from a Canadian economic and tax policy perspective is the uncertainty about how the Trump administration’s agenda will unfold in the coming...
Fintech TIO Networks to Be Acquired by PayPal for C$304 Million
Mar. 09, 2017 – Davies advised the Special Committee of the board of directors of TIO Networks Corp., a leading North American cloud-based multi-channel bill payment processor, in its acquisition by PayPal Holdings, Inc. TIO accelerated PayPal’s entry into bill payments with 14 million consumer bill pay accounts,...
Davies Welcomes William B. Rosenberg
Mar. 06, 2017 – William B. Rosenberg has joined Davies as a partner based in our Montréal office. Mr. Rosenberg will continue advising clients, both in Canada and internationally, on mergers and acquisitions, private equity and corporate finance. “William’s reputation as a leading practitioner, including his...
SEC Rulemaking Developments 2016
Feb. 16, 2017 – The U.S. Securities and Exchange Commission (SEC) had a busy rulemaking year in 2016. As part of its Disclosure Effectiveness Initiative launched at the end of 2013, the SEC continued to propose and adopt rules that are intended to improve and modernize the disclosure requirements for reporting...
If Pills Are Out, Are Private Placements In?
Jan. 12, 2017 – Canada’s new takeover bid regime got its first serious test with Hecla Mining’s attempted hostile takeover of Dolly Varden Silver. Under the new takeover bid rules, poison pills as a bid defence may soon be a thing of the past, to be replaced by private placements as the defensive tactic of choice...
Federal Court Refuses to Recognize Common Interest Privilege in the Transactional Context
Dec. 23, 2016 – The doctrine of “common interest privilege” ensures that a document or communication that is already protected by solicitor-client or litigation privilege does not lose that protection when it is shared between two parties sharing a “common interest” in either litigation or a transaction. In a...
Compliance Alert: Competition Law Issues for HR Professionals in Canada
Dec. 21, 2016 – Introduction On October 20, 2016, the United States Federal Trade Commission (FTC) and the Antitrust Division of the U.S. Department of Justice (Antitrust Division) jointly issued special compliance guidelines (HR Guidelines) 1 for human resource (HR) professionals and others involved in hiring...
IRS Should Allow QCIV Self-Designation Under FIRPTA
Dec. 16, 2016 – As part of the Protecting Americans from Tax Hikes Act of 2016 (PATH Act), Congress enacted a new exemption from the Foreign Investment in Real Property Tax Act of 1980 (FIRPTA) for foreign entities that are “qualified shareholders” of certain publicly traded real estate investment trusts...
IRS Issues Broad Disclosure Rules for Foreign-Owned Disregarded U.S. Entities
Dec. 15, 2016 – In the flood of guidance being issued in the waning days of the Obama administration, the IRS and Treasury Department have finalized regulations that require foreign owners of single-member U.S. LLCs to file an information return on IRS Form 5472, “Information Return of a 25% Foreign-Owned U.S. ...
Perfection by Control of Security Interests in Cash Collateral Accounts: Recent Ontario Developments
Dec. 07, 2016 – From a lender’s perspective, perfection of its security interest in collateral by control provides stronger protection than perfection by registration. A security interest perfected by control will generally prevail over other interests in the same collateral, including even a prior security...
Upcoming Changes to Ontario Land Transfer Tax Rates
Nov. 25, 2016 – The province of Ontario is proposing to increase land transfer tax rates with effect from January 1, 2017. The Building Ontario Up for Everyone Act (Budget Measures) , 2016 received first reading on November 16, 2016 and is expected to come into force before the end of the year. For acquisitions...
Québec Bill 112: Significant Changes to Duties on Transfers of Immovables
Nov. 22, 2016 – The Québec 2016-2017 Budget tabled by Finance Minister Carlos Leitão on March 17, 2016, announced significant changes to the Act respecting duties on transfers of immovables applicable to all transfers of immovables in the province of Québec as of March 18, 2016. On November 15, 2016, Bill 112:...
Davies Governance Insights 2016
Nov. 14, 2016 – Davies Governance Insights 2016 provides analysis of the top governance trends and issues important to Canadian boards, senior management and governance observers. The 2016 edition provides readers with our take on important topics ranging from shareholder engagement and activism to leadership...
New Record-Keeping Obligations for Ontario Corporations Are Coming
Nov. 04, 2016 – A year ago, the Ontario Legislature passed the Forfeited Corporate Property Act, 2015 and the Escheats Act, 2015 . Both new statutes are scheduled to come into force on December 10, 2016. Despite the arcane subject matter of these new enactments – namely, the modernization of the dusty...
Chambers Canada 2017 Recognizes Davies as a Leader in 24 Practice Areas
Oct. 12, 2016 – Davies was recognized as one of Canada’s top law firms by Chambers & Partners in Chambers Canada: Canada’s Leading Lawyers for Business . Once again, Davies leads Canada’s 30 largest law firms with the highest percentage of lawyer rankings, as well as the highest percentage of lawyers ranked and...
Oct. 04, 2016 – On September 28, 2016, the federal government introduced Bill C-25 in Parliament, proposing significant amendments to the Canada Business Corporations Act (CBCA) (the Proposed Amendments). If adopted, the Proposed Amendments will impose obligations on reporting issuers (and other distributing...
July 05, 2016 – The integrity regime (then known as the integrity framework) was first adopted in November 2012, in response to the July 2012 conviction of a supplier of real estate advisory services for bid-rigging on a federal government contract. The regime has gone through several iterations since then with...
Davies and 84 of the Firm’s Lawyers Highly Ranked in The Canadian Legal Lexpert Directory 2016
June 23, 2016 – The Canadian Legal Lexpert Directory 2016 has profiled 84 Davies lawyers as leading practitioners, with 32 achieving the highest ranking of Most Frequently Recommended in at least one area of specialization. The firm is also recognized as Most Frequently Recommended in the following eight...
New York Adopts “Delaware Blueprint” for Going-Private Mergers Involving Controlling Stockholders
May 16, 2016 – In In the Matter of Kenneth Cole Productions, Inc. Shareholder Litigation the New York Court of Appeals adopted the business judgment standard of review established by the Delaware Supreme Court in Kahn v. M&F Worldwide Corp. ( MFW ) for going-private mergers involving a controlling...
May 13, 2016 – On April 4, 2016, the Canadian federal government amended its Integrity Regime, which governs the qualification of suppliers to enter into contracts with Public Works and Government Services Canada (PWGSC) and a number of other federal departments and agencies. The amendments are intended to...
Ontario Court of Appeal Denies Leave to Appeal Nortel Allocation Decision
May 04, 2016 – On May 3, 2016, the Court of Appeal for Ontario released its decision (Leave Decision) denying leave to appeal from Justice Newbould’s allocation of the proceeds of sale of the remains of the Nortel Networks group of companies (Allocation Decision). The main points arising from the decision...
IRS Proposes Broad Limit on Intercompany Debt
Apr. 08, 2016 – The Internal Revenue Service has proposed new regulations that would generally treat intercompany indebtedness in corporate groups with 80% common ownership as equity for U.S. tax purposes. The new restrictions are proposed to be effective for any indebtedness issued on or after April 4, 2016,...
Apr. 01, 2016 – As part of Canada’s Federal Budget that was presented on March 22, 2016, Finance Minister Bill Morneau announced the repeal, effective January 1, 2017, of the existing eligible capital property ( ECP ) tax regime and its merger into the existing depreciable capital property rules. While the new...
Davies Lawyers Continue to Lead in Chambers Global 2016
Mar. 23, 2016 – Davies’ status as a leading Canadian law firm has once again been confirmed by Chambers and Partners in its annual publication, Chambers Global: The World ’ s Leading Lawyers for Business . Davies has the highest percentage of Band 1 lawyer rankings of any Canadian law firm. The 2016 edition...
Québec Budget 2016-2017: Significant Changes to Duties on Transfers of Immovables
Mar. 18, 2016 – The 2016-2017 Budget tabled by Finance Minister Carlos Leitão on March 17, 2016, announced significant changes to the Act respecting duties on transfers of immovables (the Act). Although these changes apply to the transfer of an immovable in Québec as of March 18, 2016, no bill has yet been...
Canadian Securities Regulators Adopt Changes to Early Warning Rules
Feb. 26, 2016 – The Canadian Securities Administrators (CSA) announced yesterday the adoption of amendments to the early warning rules. The CSA received extensive comments from market participants and industry groups in response to the original proposals, which had been published in March 2013. In response...
Take-over Bid Code Reset: 50-10-105
Feb. 25, 2016 – The Canadian Securities Administrators (CSA) have announced today the final adoption of previously proposed amendments to Canada ’ s take-over bid regime. The new rules are designed to shift the balance of power between target boards and shareholders by extending the minimum bid period to 105...
Davies Governance Insights 2015
Dec. 29, 2015 – This fifth annual edition of Davies Governance Insights presents our analysis of the important trends and developments in corporate governance for Canadian public companies during 2015. Our report provides guidance for boards and senior management of public companies and their investors on...
Dec. 17, 2015 – The 2016 Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada has placed Davies at the centre of the bull’s eye for corporate transactions relative to firm size in Toronto and Montréal, and for tax in Montréal. Thirty Davies partners are profiled, and the firm has the highest...
Dec. 07, 2015 – On December 2, 2015, one week after the final report of the Commission of Inquiry on the Awarding and Management of Public Contracts in the Construction Industry (commonly known as the “Charbonneau Commission”) was tabled, the National Assembly introduced Bill 87, titled An Act to facilitate...
Davies Recognized as a Leader in Chambers Canada 2016
Oct. 13, 2015 – Davies Ward Phillips & Vineberg LLP has been recognized as one of Canada’s top law firms by Chambers & Partners in the first edition of Chambers Canada: Canada’s Leading Lawyers for Business . Davies has the highest percentage of lawyer rankings as well as the highest percentage of Band 1...
Davies Honoured with Corporate Team of the Year at the Inaugural Chambers Canada Awards
Oct. 01, 2015 – Davies was recognized with Corporate Team of the Year at the inaugural Chambers Canada Awards. The firm was also shortlisted for Competition Team of the Year, Tax Team of the Year and Dispute Resolution Team of the Year. The Chambers Canada Awards were presented on October 1, 2015, at Malaparte,...
Ninety-one Davies Lawyers Recognized by The Best Lawyers in Canada 2016
Aug. 24, 2015 – Ninety-one lawyers from Davies Ward Phillips & Vineberg LLP were selected by their peers for inclusion in The Best Lawyers in Canada 2016 across 33 areas of specialization, with five lawyers named Lawyer of the Year and seven practitioners newly recognized. Best Lawyers awards the Lawyer of the...
Barrick Enters into a Gold and Silver Streaming Agreement with Royal Gold
Aug. 06, 2015 – Davies acted for Barrick Gold Corporation in connection with its gold and silver streaming agreement with RGLD Gold AG, a wholly owned subsidiary of Royal Gold, Inc., for production linked to Barrick’s 60% interest in the Pueblo Viejo mine. In return, Royal Gold agreed to make an upfront cash...
July 02, 2015 – On June 18, 2015, the Digital Privacy Act (Act) came into effect, amending the Personal Information Protection and Electronic Documents Act (PIPEDA) and implementing significant amendments to the private sector privacy regime. The amendments include the expansion of the Privacy Commissioner’s...
June 26, 2015 – September 8, 2015 may go down in history as the “ day the wrappers died ” – for U.S. broker-dealers who sell foreign securities into Canada on a private placement basis, for the Canadian investors who purchase these securities and for the lawyers who advise them. On June 25, 2015, the Canadian...
Davies and 81 of the Firm’s Lawyers Highly Ranked in The Canadian Legal Lexpert Directory 2015
June 26, 2015 – The Canadian Legal Lexpert Directory 2015 profiled 81 Davies lawyers as leading practitioners, with 29 achieving the highest ranking of Most Frequently Recommended in at least one area of specialization. The firm was also recognized as Most Frequently Recommended in the following eight...
Leading-Edge Practices in Subsidiary Governance
June 17, 2015 – At a recent presentation at the Davies Academy for Continuing Professional Development, Davies partner Luis Sarabia and Davies affiliated scholar Poonam Puri discussed recent legal proceedings in which courts have been asked to hold parent companies directly liable in negligence for the actions of...
“Publish What You Pay” Standards Now in Force for Canada’s Extractive Industries
June 02, 2015 – On June 1, 2015, the federal government declared into force the Extractive Sector Transparency Measures Act . This Act is the long-promised legislation to establish mandatory reporting standards for payments that Canadian extractive companies make to governments worldwide (commonly known as ...
Blowing the Whistle on the Whistleblower Program
May 08, 2015 – Davies has submitted a letter to the Ontario Securities Commission (OSC) commenting on Staff’s framework for a proposed Whistleblower Program. The Whistleblower Program would be the first of its kind for Canadian securities regulators and only the second whistleblower program in Canada to offer a...
2015 Federal Budget Promises to Modernize Corporate Governance Framework for CBCA Companies
Apr. 21, 2015 – Gender Diversity “Comply or Explain” Disclosure Required The federal government announced today as part of its 2015 budget that the 2015 Economic Action Plan will include proposed amendments to the Canada Business Corporations Act (CBCA) to promote gender diversity in public companies, using...
50-10-120: A New Code for Hostile Bids
Mar. 31, 2015 – Please note: An updated and more comprehensive discussion of this topic is available in Canadian Securities Regulators Chart New Course for Regulation of Hostile Take-over Bids . The Canadian Securities Administrators (CSA) published today for comment proposed rules to implement previously...
Davies Continues as a Leader in Chambers Global 2015
Mar. 18, 2015 – Davies Ward Phillips & Vineberg LLP has again been recognized as one of Canada’s leading law firms by Chambers and Partners in its 2015 annual publication, Chambers Global: The World’s Leading Lawyers for Business . Davies has the highest percentage of lawyer rankings as well as the highest...
First Penalty Issued Under Canada’s New Anti-Spam Law
Mar. 11, 2015 – On March 5, 2015, the Canadian Radio-television and Telecommunications Commission (CRTC) issued its first Notice of Violation under Canada’s anti-spam legislation (known as CASL), which came into force on July 1, 2014. Despite its name, CASL is not limited to what one might normally consider spam...
Jan. 13, 2015 – The 2015 Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada profiled 27 Davies lawyers and named the firm the leading corporate transactions firm in Toronto. As well, Lexpert ranked the Toronto office at the centre of the bull’s eye for corporate law and corporate transactions...
Davies Governance Insights 2014
Oct. 28, 2014 – We are pleased to share with you Davies Governance Insights 2014 , the fourth edition of our annual analysis of important trends and developments in corporate governance for Canadian public companies during 2014. In Directors and Boards , we note that the gender profile of boards reveals a...
Discussion Paper: The Quality of the Shareholder Vote in Canada
Oct. 22, 2010 – Reason for the Paper As a firm, we have extensive experience with shareholder meetings. Some of these meetings are routine, others involve proxy battles, the approval of important transactions or votes on governance matters such as shareholder rights plans or stock option plans. Together with...
