Latest

Bulletin

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

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

Bulletin

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

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

Bulletin

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

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

Guide

2023 Business Insolvencies in Canada

Davies Insolvency Now, Issue 10

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

Bulletin

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

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

Guide

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

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

Bulletin

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

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

Bulletin

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

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

Bulletin

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

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

Bulletin

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

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

Bulletin

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

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

Guide

Doing Business in Québec

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

Bulletin

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

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

Bulletin

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

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

Guide

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

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

Bulletin

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

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

Bulletin

Major Expropriation Reform in Québec

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

Bulletin

Overhaul of Québec Legislation Concerning Publicity Contests

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

Bulletin

Great FESpectations: Further Changes to Canadian Competition Law Ahead

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

Guide

Guide to Shareholder Activism and Proxy Contests in Canada

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

Guide

Doing Business in Canada

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

Bulletin

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

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

Bulletin

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

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

Bulletin

The SEC Amends Beneficial Ownership Reporting Rules

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

Bulletin

Preparing for the Corporate Transparency Act

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

Guide

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

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

Bulletin

Supreme Court of Canada Finds Impact Assessment Act Unconstitutional

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

Guide

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

Davies Insolvency Now, October 2023

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

Guide

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

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

Bulletin

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

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

Bulletin

New GST Rebate for Purpose-Built Rental Property

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

Bulletin

Canadian Government Announces “First Set” of Competition Act Reforms

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

Bulletin

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

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

Bulletin

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

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

Bulletin

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

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

Bulletin

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

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

Guide

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

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

Bulletin

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

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

Bulletin

Major Expropriation Reform on the Horizon in Québec

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

Bulletin

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

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

Bulletin

Competition Bureau Tests Canada’s New Drip Pricing Law

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

Bulletin

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

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

Bulletin

Canada Imposes Forced and Child Labour Reporting Obligations

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

Bulletin

OBCA Changes Could Be Used to Restrict Shareholder Rights

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

Guide

Governance Insights: Trends and Developments in Diversity

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

Bulletin

Two Percent Tax on Share Buybacks by Public Companies

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

Bulletin

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

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

Bulletin

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

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

Bulletin

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

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

Guide

Rolling Into 2023: Mild Slumps and Jumps in Insolvency Numbers

Davies Insolvency Now, Issue 8

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

Article

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

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

Bulletin

Continuation Funds: Key Considerations

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

Bulletin

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

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

Bulletin

Québec’s Enterprise Transparency Regime Is Coming Into Force

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

Bulletin

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

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

Bulletin

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

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

Bulletin

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

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

Bulletin

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

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

Bulletin

SEC Adopts Amendments to Insider Trading Rules and Reporting Requirements

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

Bulletin

Federal Trade Commission Proposes Rule to Ban Non-Compete Clauses

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

Bulletin

The CRA’s New Power to Compel Oral Interviews

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

Bulletin

Upcoming Proposed Regulatory Changes to Stock Buyback Excise Tax

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

Bulletin

New Rules and Reporting Requirements Coming for the Real Estate Sector

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

Bulletin

Canada Moves to Strengthen National Security Review of Foreign Investments

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

Article

The International Investigations Review: Canada

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

Bulletin

Canada Releases Revised Draft Legislation on New Interest Deductibility Rules

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

Bulletin

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...

Bulletin

Government Report Indicates Robust Foreign Investment Review in Canada

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

Bulletin

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

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

Guide

Financial Gloom and the Increase in Insolvency Filings

Davies Insolvency Now, Issue 7

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

Bulletin

Canada Clamps Down on Foreign SOE Investments in Critical Minerals

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

Article

Round One: Canada Takes a Big Swing At Its Competition Act, with More to Come

Oct. 28, 2022 – In this article originally published in the American Bar Association’s Antitrust Magazine Online, Alysha Manji-Knight and Joshua Hollenberg outline significant recent amendments to Canada’s Competition Act, including expanded abuse of dominance provisions, a new private right...

Bulletin

Seeing Green: Sustainability Remains of Interest to the Competition Bureau

Oct. 03, 2022 – Canada’s Competition Bureau (Bureau) hosted a summit in late September, its first in-person event in more than two years. The summit explored the intersection between competition law and environmental and sustainability objectives, indicating that this area remains a high enforcement priority for...

Bulletin

Citibank Gets Its Money Back

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...

Guide

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...

Bulletin

Highlights of Canada’s Latest Legislative Tax Proposals

Aug. 23, 2022 – The Department of Finance recently released a package of materials containing potential changes to the Canadian tax system (Tax Proposals). The materials, released on August 9, 2022, include draft amendments to the Income Tax Act (Tax Act) to implement certain measures from the 2022...

Bulletin

U.S. Climate Change and Healthcare Bill Moves Democrats’ Tax Policy Forward

Aug. 18, 2022 – The Inflation Reduction Act of 2022 (Act), which was signed into law on August 16, is intended to fight inflation and address climate change. The Act provides for over $360 billion in energy- and climate-related investments, including the expansion, extension and creation of numerous...

Bulletin

No Need to Disclose “Unsolicited, Inexpert, Premature and Unreliable” Opinions

Aug. 16, 2022 – Overview The Court of Appeal for Ontario has confirmed that a public company acted properly and lawfully when it decided not to disclose to the investing public an opinion received from an external consultant that questioned the economic viability of the company’s main asset, in...

Guide

Canada’s Shifting Credit and Insolvency Landscapes

Davies Insolvency Now, Issue 6

July 27, 2022 – In this issue of Davies Insolvency Now, against a backdrop of rising inflation and interest rates, we take a deep dive into the legislation that regulates rates of interest in Canada, drawing on recent court decisions to help parties avoid common pitfalls in structuring deals. We then...

Bulletin

Corporate Transparency: What’s Happening Across Canada?

July 12, 2022 – Recent amendments to the Canada Business Corporations Act (CBCA) will require private corporations to report information regarding individuals with significant control to Corporations Canada. These amendments form part of the federal government’s long-term corporate transparency...

Bulletin

Federal Government Enacts Significant Amendments to Canada’s Competition Act

June 24, 2022 – Significant amendments to Canada’s Competition Act (Act) were enacted on June 23, 2022, with the passing of the federal government’s 2022 budget implementation legislation. The amendments foreshadow more aggressive Competition Bureau (Bureau) enforcement of the Act, especially regarding...

Article

It Ain’t Easy Being Green: Raising Funds in the Age of Decarbonization and Electrification

June 23, 2022 – Any fund manager that has raised capital in the last 10 years will tell you that environmental, social and governance (ESG) principles have gained increased prominence with investors globally. But has ESG given rise to a new asset class? Recent history might suggest that it has: Generation...

Bulletin

Canada's Top Court Decides Against Equitable Rescission in Collins Family Trust

June 21, 2022 – “Equity has no place here,” held the Supreme Court of Canada in its 8-1 decision in Canada (Attorney General) v Collins Family Trust (Collins), 2022 SCC 26, on June 17. Reversing the decisions of the British Columbia courts below, Collins holds that the equitable remedy of rescission...

Bulletin

First Remediation Agreement under the Canadian Criminal Code: Key Takeaways

June 14, 2022 – The Superior Court of Québec recently published its reasons¹ approving Canada’s first remediation agreement under the Criminal Code, which is Canada’s version of a deferred prosecution agreement (DPA). In his reasons, the Honourable Justice Eric Downs provided an extensive...

Bulletin

Canada Confirms Intention to Institute New Interest and Deductibility Rules

June 07, 2022 – Overview The Department of Finance (Canada) (Finance) released draft legislation on February 4, 2022 that would limit the deduction of “interest and financing expenses” to a fixed percentage of earnings before interest, taxes, depreciation and amortization (EBITDA) for Canadian income...

Bulletin

Filling the Gap: Scope of Canadian Anti-Money Laundering Laws Expanded

June 07, 2022 – The Canadian federal government has fulfilled its promise to expand Canada’s anti-money laundering (AML) regime to cover crowdfunding platforms and certain payment service providers (PSPs) that previously operated outside the scope of the Proceeds of Crime (Money Laundering) and...

Bulletin

Canada Proposes Significant Amendments to the Competition Act

Apr. 29, 2022 – Earlier this week, the Canadian government introduced the Budget Implementation Act, 2022, No. 1 (Bill) to enact measures announced in its April 7, 2022 budget (Budget). The Budget foreshadowed that the Bill would contain amendments to the Competition Act (Act) that are...

Bulletin

Federal Budget 2022: Tax Highlights

Apr. 08, 2022 – On April 7, 2022 (Budget Day), the Honourable Chrystia Freeland, Deputy Prime Minister of Canada and Minister of Finance, delivered the Liberal Party’s federal budget (Budget 2022), the second budget since the start of the COVID-19 pandemic. As part of the Trudeau government’s plan to “grow...

Guide

Insolvencies in 2021: A Look Back and the Road Ahead

Davies Insolvency Now, Issue 5

Apr. 06, 2022 – As government supports recede and the focus shifts toward economic recovery, in this issue of Davies Insolvency Now, we take a deep dive into the implications of 2021 insolvency data for 2022, and explore the Canadian application of two key themes emerging from the 2022 World...

Bulletin

U.S. Tax Laws: A Review of 2021 and a Look Ahead to 2022

Mar. 03, 2022 – Review of U.S. Tax Developments in 2021 Last year, we predicted that the biggest U.S. tax news in 2021 would be revenue-raising legislation that the Democrats would put forward after the election of Joe Biden as the 46th president of the United States. As we went to press last year, runoff...

Bulletin

Foreign Investment Review in Canada: Top Trends and Developments for 2022

Mar. 01, 2022 – The past year generated substantial interest in the operation of the Investment Canada Act (ICA), especially the national security review process, against the backdrop of changes in government policy that purport to articulate a more expansive view of Canada’s national security interests. ...

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If It Ain’t Broke… Davies Comments on Draft Capital Markets Act

Feb. 25, 2022 – Davies has submitted a comprehensive comment letter on a new Capital Markets Act (CMA) proposed by the Ontario Ministry of Finance, on the recommendation of the Capital Markets Modernization Taskforce, to replace the Ontario Securities Act. Although some modifications to...

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Following the Money: Emergencies Act Invoked to Expand Anti-Money Laundering Rules

Feb. 17, 2022 – The Canadian federal government announced this week that it was invoking the never-before-used Emergencies Act¹ in response to ongoing blockades and occupations arising out of the self-titled “Freedom Convoy” protests. As part of the emergency declaration, the government...

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COVID-19 Resource Hub

Feb. 17, 2022 – Here you will find up-to-date information and comprehensive insights on a range of issues related to COVID-19 and their implications for businesses. Select one of the following areas to be directed to our latest guidance on a particular subject or scroll down for our full list of insights and...

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Canadian Competition Law Reform and Trends in 2022

Feb. 14, 2022 – As we look ahead to the trends and issues likely to be at the forefront of Canadian competition law policy and enforcement in 2022, it is clear that discussion of significant potential legislative reforms will be an important focus. In addition, key developments in merger review and class...

Guide

International Views: A Canadian Playbook for 2022

Davies Insolvency Now, Issue 4

Feb. 09, 2022 – In 2022, we expect to see an uptick in restructurings and insolvencies as fiscal protections expire and businesses face continued cash shortfalls, mounting debt obligations, altered consumer behaviours and rising interest rates. Despite these challenges, while we recognize the immeasurable...

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COVID-19 and the Courts: What You Need to Know

Dec. 22, 2021 – Across the globe, courts have rapidly adapted their practices and procedures in response to the COVID-19 pandemic. As waves of infections have spread throughout Canada, its courts have fluctuated between resuming activities and easing restrictions, then scaling back services and reintroducing...

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China Mobile Case Illustrates Breadth of Canada’s National Security Review Regime

Dec. 20, 2021 – After operating in Canada for five years, China Mobile International (Canada) Inc. (CMI) was ordered by the Canadian government in August 2021 to shut down or divest its Canadian operations because of national security concerns. CMI has applied for judicial review of the government’s decision...

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Top Court Blesses Treaty-Shopping Arrangement: The Alta Energy Decision

Dec. 14, 2021 – The Supreme Court of Canada (SCC) recently rendered its eagerly awaited decision in Canada v Alta Energy Luxembourg S.A.R.L., 2021 SCC 49 (Alta Energy). Six of the nine justices held that the Canadian statutory general anti-avoidance rule (GAAR) did not apply to deny treaty...

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CSA Introduces a Streamlined Shelf Prospectus Regime for “Well-Known Seasoned Issuers”

Dec. 13, 2021 – The Canadian Securities Administrators (CSA) recently announced that each of its members has adopted a blanket order (collectively, Blanket Orders) to make available to “well-known seasoned issuers” (WKSIs) a streamlined shelf prospectus qualification procedure (WKSI regime). This regime is...