DLA Piper (Canada) LLP

On May 14, 2026, the Canadian Securities Administrators (CSA) released a comprehensive package of proposed amendments and accompanying policy changes targeting the issuer bid, take-over bid, and early warning reporting regimes under Canadian securities law (Proposed Amendments). The proposals span amendments to National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104), National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (NI 62-103), National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), and related companion policies, National Policies, and consequential instruments. Stakeholder comments are invited until August 12, 2026. The Proposed Amendments touch nearly every corner of the bid and beneficial ownership reporting landscape. In the CSA’s words, the objectives are to “provide issuers with greater flexibility to repurchase their own securities, enhance transparency of ownership of derivative interests in specified circumstances, and reduce regulatory burden”. The Proposed Amendments are relevant to public companies, private companies, institutional investors, and parties engaged in take-over bids, issuer bids, and proxy solicitations. This article sets out the principal elements of the proposals and offers initial observations for market participants.   A new private repurchase tool for issuers: The selective repurchase exemption At present, Canadian securities law does not provide a “private agreement” exemption from the issuer bid requirements, a notable gap vis-à-vis the take-over bid regime, which permits purchases from a limited number of sellers under section 4.2 of NI 62-104. The CSA has long received representations that this restriction places Canadian issuers at a competitive disadvantage relative to the United States, where selective repurchases are generally permissible, and that it can lead to potential market dispositions by blockholders, creating downward pricing pressure on the affected securities. In an attempt to address this gap, the CSA has proposed a new Selective Repurchase Exemption (SRE) permitting issuers to buy back securities outside the formal issuer bid framework, subject to a set of carefully calibrated conditions: Repurchase limit. The issuer may acquire no more than 5% of the outstanding securities of the relevant class in any 12-month period. Counterparty and transaction limits. Purchases may be made from a maximum of five persons in no more than five transactions during any 12-month period. Discount and timing requirements. The value of consideration paid, inclusive of any brokerage fees and commissions, must be less than the closing price of the class on its principal trading market on the date of the bid. In addition, the bid must be made outside of regular trading hours of that market. Liquid market. A liquid market, determined in accordance with criteria derived from section 1.2 of MI 61-101, must exist for the class at the date of the bid. The CSA estimates that approximately 75% of TSX-listed issuers, but fewer than 10% of those on the TSX Venture Exchange, would satisfy this standard. Board determinations. The issuer’s board must conclude that the repurchase would not reasonably be expected to make the market for the class materially less liquid, or to have a significant negative effect on the market price or value of the securities. Disclosure requirements. The issuer must issue and file a news release after making the bid and before the opening of trading on the next trading day, disclosing the name of the selling securityholder, the number of securities acquired, the value of the consideration paid per security and in total, the market price of the security at the date of the bid and the aggregate number of securities acquired by the issuer in reliance on the SRE within the preceding 12-month period. No material undisclosed information. Neither the issuer nor (to the issuer’s knowledge after reasonable inquiry) the selling securityholder has knowledge of any undisclosed material facts or material changes concerning the issuer or its securities at the date of the bid. Importantly, securities acquired under the SRE will not count towards the limits available under the normal course issuer bid (NCIB) exemption or the employee, officer, director, and consultant exemption, meaning that, in the aggregate, an issuer could potentially repurchase up to 20% of securities of a class in a 12-month period through a combination of these exemptions. The CSA has indicated it will engage with the designated exchanges on potential corresponding amendments to their rules or guidance.   Increased transparency of equity equivalent derivative positions in specified circumstances The second major pillar of the Proposed Amendments addresses the use and disclosure of equity equivalent derivatives during take-over bids and contested proxy solicitations for which an information circular is required to be sent. Generally, equity equivalent derivatives do not have to be counted for the purposes of determining whether an investor has triggered early warning reporting obligations, unless the investor can obtain the voting or equity securities or direct the voting of securities held by derivative counterparties. The CSA recognized that insiders of reporting issuers are already required to disclose their aggregate economic positions through insider reporting obligations, yet there is no express comparable requirement for bidders or soliciting securityholders who are not insiders to disclose their aggregate economic positions in an information circular or otherwise. The result is that, at the commencement of a take-over bid or contested proxy solicitation, the bidder or soliciting securityholder may be the only party aware of the existence, terms, and duration of its derivative arrangements, which gap the CSA views as undermining the quality of information available to securityholders who are being asked to make tendering or voting decisions. Notwithstanding this concern, the CSA has opted against requiring aggregation of beneficial ownership and derivative interests for general early-warning threshold purposes, concluding that there is insufficient evidence of misuse in Canadian markets with any regularity and that full aggregation could impose disproportionate burdens relative to potential concerns. Instead, the proposed new disclosure requirements would apply only in the context of a formal bid or contested proxy solicitation – what the CSA describes as “a formal, public overture for control”. The newly defined concept of “equity equivalent derivative” captures derivatives, whether individually or in combination, that provide economic exposure substantially equivalent to beneficial ownership. The CSA’s proposed guidance in NP 62-203 indicates that a rate of return between 90% and 110% of the reference security would generally meet this standard. A cash-settled equity total return swap or substantially similar derivative would be captured by the proposed definition of “equity equivalent derivative”.   For bidders Take-over bid circulars would be required to include prescribed disclosure of interests in equity equivalent derivatives and related arrangements affecting economic exposure to the target, with a six-month look-back period, in order to provide enhanced transparency of trading activities that may have impacted the price of the offeree issuer’s securities in the period preceding a bid. Offerors would also be required to issue a news release before the opening of trading on the next business day if, during the currency of a bid, they acquire or dispose of such interests or enter into, amend, or terminate related arrangements. A notable feature is the requirement to describe any past or present relationships between the offeror (and its joint actors) and counterparties (or their affiliates) that, to a reasonable person, could be perceived to affect the counterparty's investment or voting decisions, or, if no such relationship exists, to include a statement to that effect. Relationships that terminated more than 24 months before the bid was commenced would generally not require disclosure. For soliciting securityholders New deeming provisions would treat reference securities underlying equity equivalent derivatives as being controlled by a soliciting securityholder for the purposes of sections 5.2 and 5.4 of NI 62-104 during a proxy solicitation campaign, so that changes in a soliciting securityholder's aggregate economic position, whether arising from beneficial ownership of securities or from economic interests in equity equivalent derivatives, are disclosed through the early warning system following the filing of its proxy circular, where its aggregate economic position is equivalent to beneficial ownership of 10% or more of the outstanding securities of the class. Amendments to NI 51-102 would also extend a more limited disclosure obligation to persons soliciting proxies in reliance on the public broadcast, speech, or publication exemption. In addition, new information circular disclosure requirements would apply to solicitations made other than by management, requiring prescribed disclosure of (i) beneficial ownership of, or control or direction over, voting securities, (ii) interests in related financial instruments (including equity equivalent derivatives), and (iii) other agreements or arrangements affecting such persons’ economic exposure to the company.   Guidance on disclosure and use of derivatives The CSA has also proposed guidance which indicates that the disclosure or use of equity equivalent derivatives in a manner that is abusive of the capital markets may engage the regulators’ public interest jurisdiction. For example, public interest concerns may arise where public disclosures do not clearly differentiate between beneficial ownership and economic interests, or express them as an aggregated interest, or where a holder accumulates substantial derivative positions and seeks to influence a counterparty's handling of reference securities by communicating expectations of commercial incentives or disincentives tied to a take-over bid or matter subject to securityholder approval.   Sharpening the early warning reporting regime Plans and future intentions The CSA has observed a pattern of acquirors relying on broad, boilerplate language in their early warning reports, potentially allowing them to avoid filing updates when their intentions evolve or they take concrete steps toward a transaction, and only file updated reports upon entering into a definitive agreement in respect of securities. Proposed guidance in section 3.3 of NP 62-203 would clarify that acquirors must reassess the accuracy of their plans-and-future-intentions disclosure each time a reporting obligation is triggered, and must update that disclosure as soon as a change in plans or future intentions occurs, or where irrevocable steps have been taken in connection with a transaction, notwithstanding existing boilerplate reservations. New deemed acquisition triggers The Proposed Amendments include two targeted changes to the early warning system designed to close gaps in existing reporting obligations: Securities held by any person who beneficially owns or controls 10% or more of the outstanding voting or equity securities of a class at the time an issuer becomes a reporting issuer would be deemed to have been acquired at that time, thereby triggering an early warning report filing requirement. However, the associated news release and moratorium requirements would not apply in these circumstances. The establishment (or cessation) of a joint actor relationship would trigger the early warning filing obligation, without any requirement for a concurrent acquisition or disposition of securities. However, the CSA clarifies that the crystallization of a joint actor relationship would not, in itself, constitute a take-over bid in the absence of a subsequent acquisition by one or more of the joint actors. Subsequent filing triggers and AMR clarifications The Proposed Amendments introduce the defined term “securityholding percentage” and clarify the prior language that the trigger for filing a subsequent early warning report is a 2% or greater change in the acquiror’s post-event ownership, measured against the percentage reported in its most recently filed report. For eligible institutional investors (EIIs) filing under the alternative monthly reporting (AMR) system, the threshold is confirmed as based on fixed 2.5% increments starting at 10% (i.e., 12.5%, 15%, 17.5%, and so forth). EIIs that have been disqualified from the AMR system (for example, in connection with a formal bid, business combination, or proxy solicitation) would be permitted to re-enter the system once the disqualifying circumstances have ended, subject to the issuance of a news release and the filing of a report. EWR threshold calculations Proposed guidance has been included, along with illustrative examples, for determining whether the early warning requirements have been triggered. The guidance specifically addresses the treatment of convertible securities that are not exercisable within 60 days, and confirms that beneficial ownership may be calculated on a fully diluted basis in limited circumstances, such as subscription receipt offerings or fully backstopped rights offerings.   Codifying common discretionary exemptive relief and amending exemptions The CSA proposes to codify several forms of discretionary exemptive relief that have become routine in practice, while simultaneously removing an exemption which lacks a compelling policy basis to retain. Elimination of the 5% market purchase exemption The exemption currently allowing offerors to make market purchases of up to 5% of the outstanding securities of a class during a pending take-over bid would be repealed. The CSA notes that the exemption was relied upon in only a single disclosed instance between January 2021 and December 2023, and expresses concern that it could be used tactically to frustrate an open take-over bid process, particularly given the 50% minimum tender requirement adopted in 2016. Modified Dutch auction issuer bids Exemptive relief from the extension take-up requirement under subsection 2.32(4) of NI 62-104, which has been routinely granted to accommodate the mechanics of modified Dutch auction issuer bids, would be codified, subject to safeguards protecting securityholders where the bid is not undersubscribed, or the market price exceeds the highest price offered. Proportionate tenders Discretionary relief from the proportionate take-up requirement, previously granted only in the Dutch auction context, would be codified and extended to issuer bids generally, allowing securityholders to elect to tender a number of securities that preserves their pro rata interest following completion of a bid. Non-reporting issuer exemptions The categories of persons excluded from the 50-securityholder threshold under the non-reporting issuer exemptions for both take-over bids and issuer bids would be expanded to include officers, directors, consultants, and their spouses where the relevant person has control or direction over the securities that are beneficially owned by the spouse. The Proposed Amendments would codify positions previously taken in frequent individual exemptive relief decisions. Convertible securities Issuers conducting issuer bids would be permitted to acquire securities convertible into the class subject to the bid in reliance on the exemptions in paragraph 4.6(a), (b) or (c) of NI 62-104 (certain repurchase or redemption exemptions).   Settlement timing Currently, the settlement period for securities trades in Canada is a T+1 settlement cycle. The settlement cycle and take-over bid and issuer bid tendering process payment periods historically have not been linked, as it generally takes up to three days for an offeror’s designated depositary to coordinate payment to registered holders whose securities are taken up after it receives the necessary funds from the offeror. Under the Proposed Amendments, the existing three-business-day payment window following take-up would be replaced with a general requirement to pay “promptly,” accompanied by guidance that one business day from take-up is the expected standard in a T+1 settlement environment.   What this means for market participants The Proposed Amendments, if adopted in their current form, would represent a meaningful overhaul of the regulatory framework for certain Canadian capital markets transactions. Taken together, they pair expanded flexibility for issuers and investors, most notably through the SRE and the codification of previously ad hoc exemptive relief, with heightened transparency obligations at key junctures. The new derivative disclosure and counterparty identification requirements, coupled with the tightened expectations around plans-and-future-intentions reporting, materially raise the bar for the specificity expected in early warning filings. At the same time, the CSA’s decision not to require full aggregation of derivative and beneficial ownership positions for general early warning purposes, while simultaneously introducing deeming provisions that treat derivative positions as owned securities during proxy solicitations, creates a nuanced and context-dependent regime that will require careful navigation. The cumulative effect of the Selective Repurchase Exemption, along with the existing NCIB exemption and the employee/officer/director/consultant exemption, which could in theory permit an issuer to repurchase up to 20% of a class in a single 12-month period (assuming, in the case of the NCIB, that the public float equals the total issued and outstanding securities), is also likely to attract market attention and may itself become a focal point of the comment process. The CSA has posed 22 specific questions alongside the Proposed Amendments. Market participants with a stake in these issues are well advised to engage with the consultation process before the August 12, 2026, deadline.   Please contact a member of our Capital Markets group for further guidance on how the Proposed Amendments may affect your specific circumstances. The foregoing is for general information purposes only and does not constitute legal advice.     Written by:Sydney KertDerrick AuchRobbie GrossmanCatherine Kay

On June 4, 2026, the Government of Canada released AI for All: Canada’s National Artificial Intelligence Strategy, a 50-page, multi-billion-dollar plan positioning Canada as a global AI leader across six strategic pillars (protecting Canada/democracy, empowering Canadians, powering prosperity, sovereign AI infrastructure, scaling Canadian AI, and international partnerships) and five priority sectors (health/life sciences, energy/natural resources, transportation, agriculture, and manufacturing/robotics). It also commits to establishing the federal government as a strategic anchor customer for Canadian AI firms through the Buy Canadian policy. The strategy is presented as a five-year plan, with “trust” described as its “north star” and a stated goal of increasing Canadian business AI adoption from 12% to 60% by 2034, and follows more than 11,000 public submissions and input from a 28-member expert AI Strategy Task Force. Notably, the strategy does not signal any intention to reintroduce standalone AI legislation comparable to the Artificial Intelligence and Data Act (AIDA), which formed part of omnibus Bill C-27 and died on the Order Paper following prorogation in early 2025. AIDA had drawn significant criticism from Canada’s technology sector as potentially more restrictive than the European Union’s Artificial Intelligence Act—an approach seen as untenable for a middle power seeking to attract and retain AI companies. Instead, the strategy points to a more incremental, multi-bill approach. AI-related risks are expected to be addressed through targeted legislation, including promised privacy modernization and online safety bills, rather than through a single comprehensive regulatory framework. The strategy’s release also coincided with the tabling of the Office of the Privacy Commissioner of Canada’s (OPC) 2025–2026 Annual Report, Championing Privacy in the Age of AI, which reported a 109% year-over-year increase in complaints under the Personal Information Protection and Electronic Documents Act and nearly 700 breach reports affecting more than 20 million Canadians. This bulletin summarizes the strategy’s primary commitments (many of which involve substantial public expenditure, though timelines and implementation details remain limited), the regulatory measures it contemplates, and the notable gaps and critiques that have emerged since its release. Overview of key commitments Jobs and workforce While the strategy notes “hard questions about job security” which must be addressed “head on,” it focuses on the creation of up to 250,000 new jobs through AI adoption by 2031, including up to 90,000 AI-related jobs and work placement opportunities for young Canadians. It also commits to assessing training and upskilling offerings for mid-career workers, including in skilled tades, with a priority on developing AI-related skills. More broadly, the strategy projects three percent increase in GDP, representing nearly $200 billion in gains. AI literacy and education Canada will launch a National AI Literacy Initiative to provide entry-level AI training accessible to all Canadians. It aims to have AI literacy content reach one million entry-level post-secondary students and train more than 3,000 educators with AI learning kits in their classrooms. It also commits to providing all post-secondary students access to trusted AI agents. In addition, the government will invest $30 million in the CanCode program to fund not-for-profit organizations to offer free digital skills training (including coding, AI, and emerging technologies) to youth from kindergarten to grade 12, as well as their educators, with a focus on reaching underrepresented groups. Sovereign infrastructure While many private entities have proposed megaproject facilities that would export compute globally, the strategy commits to building a world-leading public supercomputer by 2031 and significantly expanding Canada’s sovereign compute and cloud infrastructure. Public-private partnerships are expected to deliver 850 MW of compute capacity by 2030 (scaling up to 2.3 GW), supported by investments in the tens of billions. The government will continue to roll out more than $2 billion in existing investments in Canadian AI compute capacity, and will provide an additional $700 million to expand the Compute Access Fund, aimed at providing affordable sovereign compute to Canadian small and medium-sized enterprises. Investment and commercialization The strategy proposes a $500 million Canadian Tech Growth Fund to help address the scale-up capital gap facing Canada’s most promising AI companies. The fund would provide flexible growth capital and allow the federal government to take equity stakes in leading AI firms. The government will also invest $500 million to expand and strengthen the Regional Artificial Intelligence Initiative delivered through Regional Development Agencies, along with an additional $130 million for commercialization programs across the National AI Institutes. Health sector initiatives The first AI “mission” will commit $200 million to improving health outcomes for Canadians. This includes $100 million to launch the Health Sector Data Space, in partnership with the Canadian Institute for Health Information, and a further $100 million to expand the VITAL health data platform to five additional provinces. International partnerships Canada will expand the newly formed Sovereign Technology Alliance, launched with Germany in February 2026, to support secure and interoperable AI capabilities and open up procurement opportunities for domestic firms. The strategy notes that Canada has signed 20 new economic and defence partnerships in the past year, securing nearly $100 billion in foreign investment commitments, of which 11 explicitly advance cooperation on AI. Proposed regulatory and legislative measures Privacy legislation The strategy promises to modernize consumer privacy legislation to enshrine a “fundamental right to privacy,” safeguard children’s information from exploitation and harm, and strengthen Canadians’ control over their personal data. It also signals ongoing work to review the federal Privacy Act for the government’s own use of personal information, including considerations around transparency, privacy, and alignment with international standards. However, no timeline has been provided for tabling these bills, and the government has tried (and failed) to modernize privacy laws in the past. Online safety legislation Canada will introduce online safety legislation to protect Canadians in the digital age, particularly children, from digital risks including those posed by AI. Again, the strategy does not indicate when this legislation will be introduced. The last version, on which our comments are here, did not survive the last government change, though momentum continues for a revamped online safety bill (As of publication, Bill C-34 has just been introduced) Bill C-22 is currently under review by the Standing Committee on Public Safety and National Security and may even include a social media ban for minors). AI safety and transparency The strategy commits $50 million to expand the Canadian AI Safety Institute to track emerging AI risks, advance technical research, and conduct transparent evaluations of AI models. It also proposes creating a Canada Trusted AI Certification program to help Canadians identify trustworthy AI products in the marketplace. The government also intends to work on AI transparency initiatives, including tools such as watermarking AI-generated content. Election protection The strategy commits to protecting elections and democratic institutions from AI-enabled misinformation and foreign interference, but does not set out specific regulatory mechanisms or timelines for doing so. Industry and stakeholder reactions The strategy has drawn significant commentary from industry groups, advocacy organizations, opposition parties, and academic commentators. Some stakeholders in the AI sector have welcomed it as a demonstration of what is possible for Canada – in terms of economic growth, support for smaller firms, improved public services, and enhanced research – and have signalled a willingness to partner with government on building trustworthy, values-aligned AI. Open-source and civil society advocates have praised the decision to put openness and technological sovereignty at the centre of the plan, describing it as a significant step toward a more trustworthy AI future that is not dependent on a small number of foreign providers. Some experts have highlighted the absence of clear timelines and key performance indicators as one of the biggest blind spots, noting that Canada is “already late” in delivering the strategy after months of missed deadlines, and that it remains unclear who in government is ultimately accountable for delivering on its commitments. Others have characterized the strategy as ambitious but short on details, calling for strong regulations to safeguard workers, youth, privacy, and energy supply, while observing that every other major industry in Canada, from forestry to banking, is already regulated. Industry voices have noted that while the strategy contains a number of promising ideas, it spreads its priorities broadly and does not yet provide a sufficiently clear roadmap for helping Canadian AI companies grow into globally competitive firms that create and retain economic value in Canada. On the workforce front, despite acknowledging the hard road ahead, the strategy makes no mention of potential layoffs arising from AI adoption and offers no clear plan for supporting displaced workers beyond literacy and skills training (while some labour organizations have expressed appreciation that the federal government is taking AI seriously and engaging proactively with worker concerns, even as they continue to call for stronger regulation, independent oversight, and robust safeguards). The plan does not introduce new regulatory requirements for worker protections, severance guidelines, or retraining mandates for companies that replace workers with AI (though it does expand “support” for employer-led training efforts, including programs intended to help mid-career workers adapt). Instead, the strategy leaves it up to individual organizations to proactively manage their own workforce transitions and reductions. Children’s advocacy groups have raised concerns that the government has prioritized adoption and industry without immediately establishing safeguards, suggesting that the protection of children is taking a back seat to innovation. Professional and standards bodies have reacted cautiously but positively to the focus on “trust” as a guiding principle, while stressing the need for concrete accountability and risk-management mechanisms. On environmental matters, while the strategy references Canada’s cold climate and clean electricity grid, it does not set out specific environmental standards for data centre development. It is also silent on regional emissions concerns, including in Alberta, which accounts for more than 90% of future AI data centre projects and relies on a comparatively high-emissions electricity grid. Finally, the strategy is notably silent on the use of AI in policing and law enforcement contexts, an omission that has drawn criticism given ongoing civil liberties concerns around facial recognition, predictive policing, and automated surveillance technologies. Key takeaways The AI for All strategy represents a significant federal commitment to AI investment, workforce development, and sovereign infrastructure. However, it leaves substantial questions unanswered regarding the content and timing of forthcoming privacy and online harms legislation, the regulatory treatment of large AI companies, the timeline for implementation, mechanisms for governmental accountability, the impact of AI on employment, and environmental safeguards for data centre expansion. For organizations, the key implications are: New legislation is coming, but probably not as a single comprehensive AI bill. AI safeguards will likely be embedded across multiple statutes and through amendments. Organizations may expect overlapping compliance obligations across different instruments.  Privacy standards are converging globally. Combined with the OPC’s assertive enforcement stance, organizations may expect stricter obligations around consent, transparency, and data minimization in AI-driven systems much like in other jurisdictions around the world.  Data residency and sovereignty requirements may follow. The emphasis on sovereign infrastructure and treating data as a “strategic national asset” suggest the potential for new data residency or governance requirements, particularly for organizations relying on foreign cloud or AI services.  Enforcement is not waiting for new legislation. Despite a lack of new legislation, the OPC is actively using existing tools. Organizations are encouraged to ensure their AI governance frameworks, breach reporting mechanisms, and complaint-handling processes are robust under current law.  Monitor closely for legislative introductions. No timetables have been provided. Organizations are encouraged to track parliamentary developments and prepare for consultation processes that may move quickly once bills are tabled.

Authors:Ryan BlackMorgan McDonaldMiles SchaffrickSuman Singh On June 4, 2026, the Government of Canada released AI for All: Canada’s National Artificial Intelligence Strategy, a 50-page, multi-billion-dollar plan positioning Canada as a global AI leader across six strategic pillars (protecting Canada/democracy, empowering Canadians, powering prosperity, sovereign AI infrastructure, scaling Canadian AI, and international partnerships) and five priority sectors (health/life sciences, energy/natural resources, transportation, agriculture, and manufacturing/robotics). It also commits to establishing the federal government as a strategic anchor customer for Canadian AI firms through the Buy Canadian policy. The strategy is presented as a five-year plan, with “trust” described as its “north star” and a stated goal of increasing Canadian business AI adoption from 12% to 60% by 2034, and follows more than 11,000 public submissions and input from a 28-member expert AI Strategy Task Force. Notably, the strategy does not signal any intention to reintroduce standalone AI legislation comparable to the Artificial Intelligence and Data Act (AIDA), which formed part of omnibus Bill C-27 and died on the Order Paper following prorogation in early 2025. AIDA had drawn significant criticism from Canada’s technology sector as potentially more restrictive than the European Union’s Artificial Intelligence Act—an approach seen as untenable for a middle power seeking to attract and retain AI companies. Instead, the strategy points to a more incremental, multi-bill approach. AI-related risks are expected to be addressed through targeted legislation, including promised privacy modernization and online safety bills, rather than through a single comprehensive regulatory framework. The strategy’s release also coincided with the tabling of the Office of the Privacy Commissioner of Canada’s (OPC) 2025–2026 Annual Report, Championing Privacy in the Age of AI, which reported a 109% year-over-year increase in complaints under the Personal Information Protection and Electronic Documents Act and nearly 700 breach reports affecting more than 20 million Canadians. This bulletin summarizes the strategy’s primary commitments (many of which involve substantial public expenditure, though timelines and implementation details remain limited), the regulatory measures it contemplates, and the notable gaps and critiques that have emerged since its release. Overview of key commitments Jobs and workforce While the strategy notes “hard questions about job security” which must be addressed “head on,” it focuses on the creation of up to 250,000 new jobs through AI adoption by 2031, including up to 90,000 AI-related jobs and work placement opportunities for young Canadians. It also commits to assessing training and upskilling offerings for mid-career workers, including in skilled tades, with a priority on developing AI-related skills. More broadly, the strategy projects three percent increase in GDP, representing nearly $200 billion in gains. AI literacy and education Canada will launch a National AI Literacy Initiative to provide entry-level AI training accessible to all Canadians. It aims to have AI literacy content reach one million entry-level post-secondary students and train more than 3,000 educators with AI learning kits in their classrooms. It also commits to providing all post-secondary students access to trusted AI agents. In addition, the government will invest $30 million in the CanCode program to fund not-for-profit organizations to offer free digital skills training (including coding, AI, and emerging technologies) to youth from kindergarten to grade 12, as well as their educators, with a focus on reaching underrepresented groups. Sovereign infrastructure While many private entities have proposed megaproject facilities that would export compute globally, the strategy commits to building a world-leading public supercomputer by 2031 and significantly expanding Canada’s sovereign compute and cloud infrastructure. Public-private partnerships are expected to deliver 850 MW of compute capacity by 2030 (scaling up to 2.3 GW), supported by investments in the tens of billions. The government will continue to roll out more than $2 billion in existing investments in Canadian AI compute capacity, and will provide an additional $700 million to expand the Compute Access Fund, aimed at providing affordable sovereign compute to Canadian small and medium-sized enterprises. Investment and commercialization The strategy proposes a $500 million Canadian Tech Growth Fund to help address the scale-up capital gap facing Canada’s most promising AI companies. The fund would provide flexible growth capital and allow the federal government to take equity stakes in leading AI firms. The government will also invest $500 million to expand and strengthen the Regional Artificial Intelligence Initiative delivered through Regional Development Agencies, along with an additional $130 million for commercialization programs across the National AI Institutes. Health sector initiatives The first AI “mission” will commit $200 million to improving health outcomes for Canadians. This includes $100 million to launch the Health Sector Data Space, in partnership with the Canadian Institute for Health Information, and a further $100 million to expand the VITAL health data platform to five additional provinces. International partnerships Canada will expand the newly formed Sovereign Technology Alliance, launched with Germany in February 2026, to support secure and interoperable AI capabilities and open up procurement opportunities for domestic firms. The strategy notes that Canada has signed 20 new economic and defence partnerships in the past year, securing nearly $100 billion in foreign investment commitments, of which 11 explicitly advance cooperation on AI. Proposed regulatory and legislative measures Privacy legislation The strategy promises to modernize consumer privacy legislation to enshrine a “fundamental right to privacy,” safeguard children’s information from exploitation and harm, and strengthen Canadians’ control over their personal data. It also signals ongoing work to review the federal Privacy Act for the government’s own use of personal information, including considerations around transparency, privacy, and alignment with international standards. However, no timeline has been provided for tabling these bills, and the government has tried (and failed) to modernize privacy laws in the past. Online safety legislation Canada will introduce online safety legislation to protect Canadians in the digital age, particularly children, from digital risks including those posed by AI. Again, the strategy does not indicate when this legislation will be introduced. The last version, on which our comments are here, did not survive the last government change, though momentum continues for a revamped online safety bill (As of publication, Bill C-34 has just been introduced) Bill C-22 is currently under review by the Standing Committee on Public Safety and National Security and may even include a social media ban for minors). AI safety and transparency The strategy commits $50 million to expand the Canadian AI Safety Institute to track emerging AI risks, advance technical research, and conduct transparent evaluations of AI models. It also proposes creating a Canada Trusted AI Certification program to help Canadians identify trustworthy AI products in the marketplace. The government also intends to work on AI transparency initiatives, including tools such as watermarking AI-generated content. Election protection The strategy commits to protecting elections and democratic institutions from AI-enabled misinformation and foreign interference, but does not set out specific regulatory mechanisms or timelines for doing so. Industry and stakeholder reactions The strategy has drawn significant commentary from industry groups, advocacy organizations, opposition parties, and academic commentators. Some stakeholders in the AI sector have welcomed it as a demonstration of what is possible for Canada – in terms of economic growth, support for smaller firms, improved public services, and enhanced research – and have signalled a willingness to partner with government on building trustworthy, values-aligned AI. Open-source and civil society advocates have praised the decision to put openness and technological sovereignty at the centre of the plan, describing it as a significant step toward a more trustworthy AI future that is not dependent on a small number of foreign providers. Some experts have highlighted the absence of clear timelines and key performance indicators as one of the biggest blind spots, noting that Canada is “already late” in delivering the strategy after months of missed deadlines, and that it remains unclear who in government is ultimately accountable for delivering on its commitments. Others have characterized the strategy as ambitious but short on details, calling for strong regulations to safeguard workers, youth, privacy, and energy supply, while observing that every other major industry in Canada, from forestry to banking, is already regulated. Industry voices have noted that while the strategy contains a number of promising ideas, it spreads its priorities broadly and does not yet provide a sufficiently clear roadmap for helping Canadian AI companies grow into globally competitive firms that create and retain economic value in Canada. On the workforce front, despite acknowledging the hard road ahead, the strategy makes no mention of potential layoffs arising from AI adoption and offers no clear plan for supporting displaced workers beyond literacy and skills training (while some labour organizations have expressed appreciation that the federal government is taking AI seriously and engaging proactively with worker concerns, even as they continue to call for stronger regulation, independent oversight, and robust safeguards). The plan does not introduce new regulatory requirements for worker protections, severance guidelines, or retraining mandates for companies that replace workers with AI (though it does expand “support” for employer-led training efforts, including programs intended to help mid-career workers adapt). Instead, the strategy leaves it up to individual organizations to proactively manage their own workforce transitions and reductions. Children’s advocacy groups have raised concerns that the government has prioritized adoption and industry without immediately establishing safeguards, suggesting that the protection of children is taking a back seat to innovation. Professional and standards bodies have reacted cautiously but positively to the focus on “trust” as a guiding principle, while stressing the need for concrete accountability and risk-management mechanisms. On environmental matters, while the strategy references Canada’s cold climate and clean electricity grid, it does not set out specific environmental standards for data centre development. It is also silent on regional emissions concerns, including in Alberta, which accounts for more than 90% of future AI data centre projects and relies on a comparatively high-emissions electricity grid. Finally, the strategy is notably silent on the use of AI in policing and law enforcement contexts, an omission that has drawn criticism given ongoing civil liberties concerns around facial recognition, predictive policing, and automated surveillance technologies. Key takeaways The AI for All strategy represents a significant federal commitment to AI investment, workforce development, and sovereign infrastructure. However, it leaves substantial questions unanswered regarding the content and timing of forthcoming privacy and online harms legislation, the regulatory treatment of large AI companies, the timeline for implementation, mechanisms for governmental accountability, the impact of AI on employment, and environmental safeguards for data centre expansion. For organizations, the key implications are: New legislation is coming, but probably not as a single comprehensive AI bill. AI safeguards will likely be embedded across multiple statutes and through amendments. Organizations may expect overlapping compliance obligations across different instruments.  Privacy standards are converging globally. Combined with the OPC’s assertive enforcement stance, organizations may expect stricter obligations around consent, transparency, and data minimization in AI-driven systems much like in other jurisdictions around the world.  Data residency and sovereignty requirements may follow. The emphasis on sovereign infrastructure and treating data as a “strategic national asset” suggest the potential for new data residency or governance requirements, particularly for organizations relying on foreign cloud or AI services.  Enforcement is not waiting for new legislation. Despite a lack of new legislation, the OPC is actively using existing tools. Organizations are encouraged to ensure their AI governance frameworks, breach reporting mechanisms, and complaint-handling processes are robust under current law.  Monitor closely for legislative introductions. No timetables have been provided. Organizations are encouraged to track parliamentary developments and prepare for consultation processes that may move quickly once bills are tabled. For further information, please contact any of the authors.

The Patent Appeal Board has issued a redetermination to provide a preliminary review in connection with Canadian Patent Application No. 2,701,028, led by Barry Dusome and Wyatt Dusome, which relates to a method of playing a wagering poker card game. The redetermination was issued on May 5, 2026, and follows a redetermination ordered by the Federal Court. The ‘028 Application is directed to methods of playing a wagering poker game in which players split their starting hand into two hands and play consecutive sub-games as part of the overall game, combining elements of Texas Hold'em and Pai Gow poker with additional features including a showdown round against the dealer. The ‘028 Application was rejected following a Final Action dated November 22, 2018, which found that the claims were not directed to patentable subject matter under section 2 of the Patent Act, and indefinite under subsection 27(4). On May 29, 2024, the Commissioner refused to grant the ‘028 Application, considering the "actual invention" was the rules of a wagering poker game rather than the physical elements of the claims. On appeal, the Federal Court held that the Commissioner’s approach was incorrect: the focus must be on the claims as purposively construed, and the Commissioner must then consider whether the subject matter "add[s] new knowledge to affect a desired result which has commercial value.". The focus should not be on an independently identified "actual invention". Further, the Federal Court stated that "determining what in good faith the inventor actually discovered is a question that forms part of purposive construction", and that the Commissioner should consider whether the rules of the game and the use of playing cards and a computer are not the whole invention but only one of a number of essential elements in a novel combination. Accordingly, the Federal Court directed the Commissioner of Patents to consider the ‘028 Application afresh based on proposed amended claims and in accordance with the Federal Court's reasons. This decision was the latest in a line of Federal Court decisions that overturned the Commissioner's subject-matter eligibility determinations. On March 24, 2026, CIPO published a Practice Notice updating its framework for assessing patentable subject matter. The 2026 Practice Notice supersedes the 2020 Practice Notice (PN2020-04) and was issued in response to the Federal Court’s decision in Dusome. The 2026 Practice Notice reaffirms that: purposive construction precedes any determination of validity, including patentable subject matter; the subject matter defined by a claim is determined on the basis of a purposive construction conducted in accordance with the principles set out by the Supreme Court of Canada; in carrying out purposive construction, all elements set out in a claim should be considered essential, unless the inventor establishes otherwise or if essentiality is contrary to the language used in the claim. The 2026 Practice Notice provides considerations for determining the nature of the invention, including whether elements are described as well-known or presented with little detail, suggesting they belong to common general knowledge, and asking what the inventor has actually invented or claims to have invented. Further, once a claim has been construed, the subject matter must comply with the definition of "invention" in section 2 of the Patent Act (i.e., an art, process, machine, manufacture, or composition of matter), must not be a mere scientific principle or abstract theorem under subsection 27(8), and must not fall into a judicially excluded category such as a method of medical treatment. Claimed subject matter that includes a disembodied idea, scientific principle, or abstract theorem is patentable if the idea is part of a practical application that has physical existence or manifests a discernible effect or change — the "physicality requirement" implicit in the definition of "invention." Where a claim recites a computer, the computer is generally an essential element, but the mere fact that a computer is essential does not necessarily mean the physicality requirement is met. In computer-implemented inventions where there are additional physical essential elements, such as a measurement step, sensor, or output means like a robotic actuator, there generally is physicality. Where the invention does not extend beyond the computer, the analysis turns on whether the invention can be distinguished from a mathematical calculation merely programmed into a computer. If a computer merely processes an abstract algorithm in a well-known manner and the processing does not improve the functioning of the computer, then the computer is not part of “what has been discovered”, and the invention is not patentable subject matter. On the other hand, if processing the algorithm improves the functioning of the computer, the improved computer and its improved functionality impart physicality to the invention, and the subject matter is patentable. In summary, it appears that much of the analytical framework from the 2020 Practice Notice is preserved, but with some minor tweaks that attempt to incorporate the Federal Court’s analysis from the Dusome decision. The most significant change is that the 2026 Practice Notice does away with the concept of identifying the "actual invention" as a distinct analytical step after claim construction. In particular, there is no longer a requirement to draw a distinction between essential elements identified during purposive construction and elements that were "part of the actual invention," noting that an element could be essential for claim construction purposes but not necessarily part of the actual invention. In Dusome, the Federal Court criticized this two-step approach, and CIPO has responded by folding the inquiry into what the inventor "actually invented" into the purposive construction stage itself. Furthermore, the 2026 Practice Notice has removed the games prohibition since there is no per se prohibition on the patenting of games. The 2026 Practice Notice also elevates the physicality requirement to a more prominent position in the analysis. Where there is no physicality outside of the computer system, the question is now explicitly framed as the key inquiry: does the invention simply process an abstract algorithm in a well-known manner or does it improve the computer's own functioning? The guidance on what constitutes physicality looks into “Discernible" is interpreted as referring to physical effects or changes and attempts to clarify what counts as additional physical elements (e.g., measurement sensors that generate data, robotic actuators) versus conventional computer elements that do not supply additional physicality (e.g., keyboard, display, printer). The 2026 Practice Notice includes new worked examples, including the first machine-learning example addressing a neural network trained on historical weather, irrigation, and crop yield data. In that example, CIPO found that model sophistication does not matter: a detailed layered neural network is treated the same as a simple formula if neither addresses a computing problem. Domain-level improvements, such as better crop yields, are not sufficient unless acted upon by physical means. On redetermination, the Patent Appeal Board applied the revised framework and reached the same conclusion as it did initially: the ‘028 Application’s claims are preliminarily directed to non-patentable subject matter. The Board identified the person skilled in the art as a team comprising a poker game designer, a computer technician, and a software developer. The Board found that all claimed elements are essential. For claims 1–21 (physical cards), the Board concluded that the skilled person would understand the discovery to lie in the set of rules governing the poker game, because the physical cards are standard and their use to play poker games is part of the common general knowledge. The Board found that the physical cards are nothing more than a well-known tool used to implement the game, and their use does not add to human knowledge on the subject of poker games. The Board then concluded that claims 1–21 do not provide the "something more" required to satisfy the physicality requirement. For claims 22–24 (computer implementation), the Board similarly concluded that the discovery lies in the algorithm or set of programmable instructions coded on the computer readable medium, as there is no suggestion in the specification that the computer device or its components represent anything other than well-known computer components operating in a well-known manner, and there is no indication that the functioning of the computer is improved. The Board concluded that the computer merely acts in a well-known manner and that the only new knowledge lies in the algorithm for implementing the poker game. The Board rejected the Applicant's arguments that the computer was a "unique specifically programmed computer/server" that was "physically altered with permanently installed memory storage," finding instead that the computer device is merely a general-purpose, well-known computer specifically programmed to implement the game. The Board also rejected the Applicant's argument that the computer's functioning was "inherently improved" because the system could run two games at once or provide a better experience for participants, noting that improvements to the functioning of the computer could include improvements in memory usage or processing speed, neither of which was disclosed. The Board also considered the jurisprudence and found the conclusions were consistent: the claimed modifications to the rules of play do not constitute a new and innovative method of applying skill or knowledge, nor a contribution to the cumulative wisdom on the subject of poker games. The Board further found that the proposed amended claims would not alter the patentable subject-matter assessment, as the proposed amendments were not substantive in nature and did not add any limitations that would provide the "something more" required to meet the physicality requirement. Has anything really changed? On its face, the 2026 Practice Notice represents a meaningful doctrinal shift. The abandonment of the "actual invention" as a standalone analytical construct, the removal of the per se prohibition on games, and the elevation of the physicality question all reflect CIPO's responsiveness to the Federal Court's criticisms in Dusome and the broader line of jurisprudence on patentable subject matter. However, a review of the Board's redetermination in Dusome itself suggests that, in practice, the revised framework may produce substantially similar outcomes for applicants whose inventions can be characterized as abstract methods implemented on well-known tools. The Board reached the same preliminary conclusion as it had before that the claims are directed to non-patentable subject matter, applying the new framework as it did under the old one. The inquiry into "what has been discovered" has been relocated from a post-construction "actual invention" analysis into the purposive construction stage, but the substantive question remains functionally the same: where the only new knowledge lies in an abstract set of rules or algorithm, and the physical implementation involves only well-known instruments used in well-known ways, the physicality requirement will not be met without "something more". For inventors in the gaming, software, and AI spaces, the path to patentability in Canada continues to require demonstrating that the invention does more than implement an abstract idea on a generic platform: it must either involve additional physical elements or demonstrably improve the functioning of the computer itself. The Board’s redetermination of the ‘028 Application is a useful illustration that a doctrinal refinement does not always translate into a different result.

DLA Piper has expanded its presence in the Canadian Legal Lexpert Directory, earning an increased number of lawyer recognitions in the 2026 report across key practice areas. The results further demonstrate the firm’s strong position in the Canadian legal market. The Canadian Legal Lexpert Directory identifies leading law firms and practitioners through a comprehensive peer-review process involving tens of thousands of lawyers and industry professionals nationwide. This year’s results include a notable gain of 12 total additional rankings across several core practice areas, including Mergers and Acquisitions, Corporate Finance, Commercial Litigation, Mining, Data Privacy, and Property Development. “Our expanded presence in this year’s directory underscores the strength and momentum of our Canadian platform,” said Russel Drew, Canada CEO. “The recognition speaks to the quality of our lawyers and their commitment to delivering exceptional outcomes for clients in Canada and globally.” The following DLA Piper lawyers are recognized in the 2026 edition of the directory: Paul Albi, K.C. – Family Law Jennifer Arndt – Corporate Mid-Market Derrick Auch – Corporate Mid-Market, Mining Kate Bake-Paterson – Charities Derek Bell – Litigation Corporate Commercial Ian Bendell – Infrastructure Law Ryan Black – Computer & IT Law, Technology Transactions Wally Braul – Aboriginal Law, Environment Colin Brousson – Insolvency: Financial Restructuring and Litigation, Insolvency: Insolvency Litigation Craig Brusnyk – Litigation Corporate Commercial Andrew Burton – Infrastructure Ruby Chan – Corporate Mid-Market, Mining, Corporate Finance Jeffrey Citron – Property Development Rosalie Clark – Construction Jennifer Cleall, K.C. – Corporate Commercial, Corporate Mid-Market Max Collett – Environment, Aboriginal, Property Development, Property Leasing Antony Cortese – Corporate Commercial Jordan Deering – White Collar Crime Russel Drew – Mergers & Acquisitions, Corporate Mid-Market Robert Fonn – Mergers & Acquisitions, Corporate Finance & Securities, Corporate Mid-Market, Mining Michael Ford – Employment Bentley Gaikis – Intellectual Property Catherine Gibson – Property Development, Property Leasing Noam Goodman – Corporate Mid-Market David Hawreluk, K.C. – Construction, Corporate Commercial Brian Hiebert – Forestry Law, Corporate Mid-Market Roy Hudson – Corporate Mid-Market Samantha Ip – Litigation Commercial, Insurance Michelle Isaak – Estate & Personal Tax Planning Jarrod Isfeld – Corporate Mid-Market Daniel Kenney – Corporate Mid-Market Howard Krupat – Construction Law, Infrastructure Edmond Lamek – Insolvency & Financial Restructuring John Landry, K.C. – Transport Roger Lee – Estate & Personal Tax Planning (Estate Litigation) Alan Macek – Intellectual Property, Litigation: Intellectual Property Vaughn MacLellan – Corporate Mid-Market, Mining Ted Maduri – Corporate Mid-Market Garry Mancell, R.P.F. – Forestry Law Jamie Mandell – Corporate Finance (Lawyers to Watch) Elizabeth Mayer – Infrastructure Law, Project Finance Robert McDonald – Intellectual Property Carly Meredith – Data Privacy (Lawyers to Watch) Alan Monk – Mining Veronica Monteiro – Pensions (Employer) James Padwick – Banking Catherine Pawluch – Aviation, Transportation Marc Philibert – Corporate Mid-Market Brian Poston – Aviation Sangeetha Punniyamoorthy – Intellectual Property, Litigation: Intellectual Property David Reid – Mining Ian Reynolds, K.C. – Corporate Mid-Market Robert Seidel, K.C. – Corporate Mid-Market Daniel Shapira – Property Development Derek Sigel – Corporate Finance, Corporate Mid-Market Bruce Stratton – Intellectual Property, Litigation: Intellectual Property Jeff Waatainen – Forestry Trevor Wong-Chor – Corporate Mid-Market, Mining Stephen Wortley – Corporate Finance, Mergers & Acquisitions, Mining Kevin Wright – Competition Law

Written by:Derek SigelDesron HarryThaarane Sethunathan (Articling Student) On February 12, 2026, the Canadian Securities Administrators (CSA) published its 2025 Systemic Risk Committee Annual Report on Capital Markets (Annual Report). The Annual Report is issued annually by the CSA's Systemic Risk Committee to assess key risks and emerging trends affecting Canadian capital markets and to provide guidance for issuers and market participants. The Annual Report emphasizes that Canadian capital markets remained broadly resilient in 2025 despite geopolitical trade shifts, episodic volatility, and the growing integration of artificial intelligence. In this article, we discuss five key findings from the Annual Report that Canadian issuers should be aware of as they navigate evolving market conditions. Artificial intelligence and implications for financial stability AI is increasingly being adopted across financial markets for functions such as asset allocation, trading, and fraud detection, with the potential to enhance productivity and market competition. The CSA notes that the sector is highly concentrated among a small number of major providers and that these players control a majority of critical cloud infrastructure, GPU computing, and other core AI models. The Annual Report further states that this concentration creates systemic dependencies and exposes issuers to technical disruptions or cyberattacks that could impact large sectors of the AI market. The CSA believes issuers should be mindful that the widespread reliance on AI systems, combined with growing cyber threats, including social engineering and deepfakes, may amplify market volatility and expose financial systems to new forms of instability. Impact of geopolitical tariffs on corporate bonds The Annual Report notes that Canadian non-financial corporate bonds demonstrated resilience despite US tariff shifts in 2025. That said, the CSA acknowledges uncertainty surrounding trade policy reversed the credit upgrades seen in early 2025, with downgrades modestly outpacing upgrades by mid-year, particularly in the materials and technology sectors. Net issuance patterns were similarly volatile. The Annual Report discloses a sharp mid-year decline in bond issuances followed by a year-end rebound, driven by issuers seeking financing for supply chain adjustments and trade diversification strategies. The CSA believes the outlook for capital markets participants remains uncertain if market conditions do not improve in 2026. Given these market dynamics, the CSA notes that refinancing pressures are expected to intensify in 2026 as many firms approach their refinancing deadlines. The Annual Report advises issuers to be aware of elevated refinancing pressures in industrials and consumer cyclical sectors and recommends issuers consider extending the duration of near-term debt maturities to reduce exposure to refinancing risk. Key role of stablecoins in the crypto ecosystem The Annual Report also highlights the fact that the crypto asset sector expanded significantly in 2025, with global market capitalization reaching approximately USD4.4 trillion and stablecoins exceeding USD300 billion. In response to this growth, the Annual Report notes that regulatory frameworks are developing across international jurisdictions. In Canada, the federal government introduced the Stablecoin Act, which aims to make stablecoins safer to hold and use by requiring issuers to maintain proper reserves, offer redemption at par, and meet governance and data security standards. As the stablecoin sector grows, the CSA believes the concentration of market share among a small number of issuers has the potential to heighten cyber, operational, and financial stability risks. A sudden loss of confidence in a major stablecoin, for instance, could prompt large-scale government securities sales and disrupt money market liquidity. Despite this, the Annual Report notes that stablecoins do not currently pose a systemic risk globally. However, issuers are encouraged to evaluate the risk of contagion if redemptions spike, particularly given the growing link between stablecoin reserves and traditional securities markets. The Annual Report also discusses the progression of regulatory developments at the provincial level. In November 2025, the Ontario Securities Commission (OSC) approved a final prospectus for QCAD Digital Trust to distribute a fiat-backed stablecoin pegged to the Canadian dollar on a 1:1 basis. In connection with the transaction, the OSC granted QCAD exemptive relief from certain prospectus and continuous reporting requirements, establishing a tailored framework for stablecoin distribution in Canada. Building on this development, the Annual Report affirms that the CSA views fiat-backed crypto assets as generally securities and/or derivatives. This regulatory classification has significant implications for market participants. Keeping this regulatory evolution in mind, the CSA believes Canadian issuers should focus on how future regulations under the proposed Stablecoin Act may govern them, including rules and exceptions for reserve assets and disclosure requirements. Fixed-income market liquidity: Mutual funds and exchange-traded funds The Annual Report highlights that liquidity in Canadian fixed-income markets remained stable in 2025 despite episodes of volatility and selling pressure in some markets. According to the report, trading volumes and bid-ask spreads in both government and corporate bond markets returned to normal levels following fluctuations triggered by US tariff announcements in April 2025. Fixed-income mutual funds experienced steady and positive net flows in 2025. While underlying markets may be less liquid during times of economic uncertainty, the Annual Report notes that credit quality declined only minimally, remaining stronger than in the post-COVID-19 period. Looking ahead, the Annual Report discloses the fact that the CSA will continue to monitor market-quality indicators. In light of this ongoing oversight, the Annual Report advises issuers to remain prepared for market developments that may impact debt issuance, refinancing options, or liquidity conditions. Liquidity pressure on private asset funds The Annual Report also notes the rapid expansion of the Canadian private asset fund sector in 2025, with the number of investment fund managers (IFMs) offering these products rising 40 percent since 2020, and total net assets reaching USD152 billion by the end of 2024. This growth was concentrated primarily in private equity, private debt, and real estate. During this growth, however, some funds, especially real estate funds, experienced liquidity pressures that led several IFMs to suspend or limit redemptions. The Annual Report notes these pressures arose from mismatches between the redemption terms offered to investors and the liquidity of underlying assets. The CSA believes these liquidity challenges highlight potential effects on capital availability, investor demand, and secondary market conditions in the growing private fund market. The Annual Report advises issuers to assess their exposure to private asset funds and consider the liquidity profiles of the funds in their portfolios. The CSA reminds issuers to monitor potential secondary market impacts, such as new legislative restrictions or geopolitical developments, to ensure any related liquidity risks are properly disclosed to investors in a timely and transparent manner. For assistance in navigating how these developments may affect your obligations as a Canadian issuer, please contact a member of our Equity Capital Markets team.

At a glance Effective 20 October 2026, new “Equal Treatment” wage rules under the Canada Labour Code (the Code) will require equal pay for employees regardless of employment status (full-time, part-time, permanent, or temporary). Employers must avoid differences in wage rates based on an employee’s employment status where the employees perform substantially the same work, apply substantially the same skill, effort, and responsibility, work under similar conditions, and work in the same industrial establishment. Employees may request a wage review, and employers must respond in writing within 90 days. Exceptions apply for systems based on seniority, merit, quantity or quality of production, geographic differences, and red-circling. Temporary help agencies are also covered by similar equal treatment requirements. Background On 6 May 2026, the federal government published regulations (SOR/2026-75) in the Canada Gazette, Part II, bringing into force the “Equal Treatment” provisions of the Code. These provisions were first enacted in 2018 through Bill C-86, the Budget Implementation Act, 2018, No. 2, but required supporting regulations before they could take effect. The regulations clarify key definitions and procedural requirements, and the new rules will come into force on 20 October 2026. For a transitional period of two years until 20 October 2028, existing collective agreements that permit wage differences based on employment status will be exempt from these requirements. Key definitions The regulations define the following key concepts: Employment status means an employee’s status as full-time, part-time, permanent, or temporary. Full-time generally means working an average of 30 or more hours per week. Temporary includes fixed-term, seasonal, casual, or irregular employment. Industrial establishment is determined by reference to Employment Insurance regions (Schedule I of the Employment Insurance Regulations) and may include more than one physical location. For remote workers, this is generally the location where they most often reported for work before their remote working arrangement, or where they would report to work in person if there were no remote working arrangements. For transportation workers, this is the location of their home terminal, station, base, or port. Comparable wages refer only to the same type of rate of wages (time-based rates, mileage rates, commission rates). All time-based wages (hourly, daily, weekly, monthly or annual salaries) can be compared with each other. Exceptions A wage differential is permitted where it is attributable to one or more of the following: a system based on seniority or merit; a system that measures earnings by quantity or quality of production; red-circling (maintenance of a wage rate following demotion or reclassification); increases in wage rates due to recruitment or retention difficulties during labour shortages; differences in the geographic area where the employee works; or differences attributable to travel status. The particulars of any system providing for a difference in wage rates must be communicated in writing to employees or be readily accessible for examination. Wage review requests and enforcement Employees who believe they are not receiving equal pay based on their employment status may request a wage review from their employer. The employer must provide a written response with reasons within 90 days, either confirming the employee’s wage rate has been increased or explaining why the current rate complies with the Code. Employers cannot reduce an employee’s wage rate to achieve compliance. Employers must maintain records of all wage review requests, written responses, and systems relied upon to justify a wage differential. Administrative monetary penalties may apply for violations. The Code also prohibits reprisal against employees who exercise their right to request a wage review. Takeaways for employers To prepare for the new “Equal Treatment” wage rules under the Code taking effect on 20 October 2026, employers should begin now to: Review existing wage rates across employee classifications to assess compliance. Determine whether any of the permitted exceptions apply to existing differences in the wage rates. Update record-keeping practices to ensure the required documentation (particulars of systems that support any differences, wage review requests and responses) is maintained. Prepare internal processes to respond to employee wage review requests within the 90-day window. Note the two-year transitional period for existing collective agreements that permit wage differences based on employment status (expiring 20 October 2028).

On June 10, 2026, the Government of Canada introduced Bill C-34, the Safe Social Media Act, for First Reading in the House of Commons. The bill proposes sweeping new legislation to regulate social media platforms, AI-powered chatbot services, and other online services operating in Canada. The bill’s centrepiece (drawing the most media attention, too) is a (temporary) prohibition on social media accounts for persons under age 16, backed by age-verification obligations on some operators. It also introduces broad content-moderation duties, new obligations specific to AI chatbot services (including crisis intervention requirements and a prohibition on chatbots posing as humans), and a new independent regulator, the Digital Safety Commission of Canada (the Commission), with substantial investigatory and enforcement powers. Some of the proposed features are similar to the earlier Online Harms Act proposed, but never passed, in 2024, as discussed here. This bill follows a strong push for online safety by regulators worldwide, including the UK and Australia. Proposed penalties are significant: administrative monetary penalties of up to $10 million or 3% of gross global revenue (whichever is greater), and criminal fines of up to $20 million or 5% of gross global revenue for the most serious offences. For technology companies, venture capital investors, and businesses operating in the digital space, Bill C-34 signals a reinvigorated focus on Canada’s regulatory posture toward online platforms. While the bill remains at First Reading and will undergo significant parliamentary scrutiny, businesses would be well advised to begin assessing their exposure to these proposed obligations now; however, as we explain below, the scope of these obligations is largely unknown at this point and will be left to various regulations. Overview and legislative context The proposed legislation is structured in two parts. Part 1 enacts the Digital Safety Act, establishing the substantive regulatory framework, and Part 2 creates the Digital Safety Commission of Canada Act, a new, independent regulator charged with administering and enforcing the regime. It is important to note that Bill C-34 is at First Reading only. It has not yet been debated in Parliament, referred to committee, or subjected to amendment. And like most new modern Canadian legislation, most of the implementation details are to be decided in regulations that have yet to be proposed, let alone promulgated. As a result, enactment of the proposed changes, even if passed by parliament quickly, is likely several years away. Regulated services: Three categories and exclusions The Digital Safety Act would establish a tiered regulatory framework that distinguishes among three categories of services: Regulated social media services Regulated social media services are defined as websites or applications accessible in Canada whose primary purpose is enabling interprovincial or international online communication that allows users to access and share content. Services must meet user-threshold numbers to be established by regulation. The category expressly includes adult content services and live streaming services. Regulated chatbot services Perhaps most notably, the legislation would create 'regulated chatbot services' as a distinct statutory category with tailored duties—an approach that, while building on earlier efforts in the EU, China, and several US states to regulate aspects of conversational AI, goes further than most existing frameworks in treating chatbot services as a separate class of regulated services with comprehensive, bespoke obligations within a broader digital safety regime. Regulated online services A residual category encompasses other online services that fall within categories established by regulation, provided they pose a “significant risk of harm to children.” This catch-all provision gives the government considerable flexibility to expand or revise the regime’s reach through regulation. Exclusions The bill expressly excludes: services whose primary purpose is the sale, listing, or advertisement of goods or services; directories; search results; maps and navigation tools; basic internet connectivity; and (notably) private messaging features. These carve-outs are significant for e-commerce platforms and messaging applications, though the boundaries may prove contentious in practice, given the modern way services operate. Duties imposed on operators The Digital Safety Act poses a number of duties on groups of operators in various buckets of to-be determined regulated services as set out below, though much of the detail on the scope of these duties will be determined on regulations yet to be proposed and application to real-world use cases. Duty to protect children All operators of regulated services would be required to integrate child-protection design features as specified by regulation and implement age-verification or age-estimation mechanisms for pornographic content. The bill requires that such measures be “effective” and “privacy-protective” (including a requirement to destroy verification data after the process is complete). Notably, measures must not “unreasonably limit expression,” signalling an awareness of the tension between safety and free expression that pervades the bill. These boundaries may prove difficult to navigate until clear precedents and regulations are set, and will require thorough consideration of attendant privacy considerations in setting such regulations. Duty to act responsibly Operators of regulated social media services or chatbot services would be required to implement measures that “are adequate to mitigate the risk” that users of the service will be exposed to or communicated harmful content on the service. They must implement adequate measures to mitigate user exposure to seven defined categories of harmful content (these are a carry-over from the government’s last attempt): Intimate content communicated without consent (including deepfakes); Content that sexually victimizes a child or revictimizes a survivor; Content that induces a child to harm themselves; Content used to bully a child; Content that foments hatred; Content that incites violence; and Terrorism or violent extremism content. Particularly for operators of social media services, the adequacy of an operator’s measures will be assessed against multiple factors, including effectiveness, the size of the service, technical and financial capacity, non-discrimination, and other regulatory considerations. Operators must publish user guidelines with standards of conduct, provide tools for users to block other users and flag harmful content, label synthetic content (including deepfakes and AI-generated material), label content subject to automated bot amplification, make a resource person available to users, and preserve content involving incitement to violence or terrorism for one year after removal. Again, all measures must not “unreasonably or disproportionately limit users’ expression.” This proportionality requirement will likely be a central point of contention in assessing compliance, but also create a lot of regulatory uncertainty. As mentioned ,the obligations imposed on regulated chatbot services (as opposed to social media services) are among the bill’s most novel provisions. Operators must mitigate the risk of their service communicating harmful content and must address a list of specifically identified harmful behaviours. These provisions are discussed in greater detail below. Duty to be transparent All operators of regulated services must maintain compliance records and submit digital safety plans to the Commission and make these available publicly. These plans must include risk assessments, descriptions of mitigation measures, effectiveness assessments, information about content-moderation volumes, flagging statistics, details of research conducted, resources allocated to compliance, and an inventory of electronic data held by the service. Plans must be published publicly in an accessible format, though they must not contain personal information or information prejudicial to criminal investigations. Rather than require a duty to act (i.e., to report in the event of an incident that is offside their policy), this duty focuses on requiring operators to make their policies and internal statistics regarding events arising within those policies available to the public, which would presumably then be in a position to determine the obligations to report. For businesses, the publication requirement is particularly significant. Digital safety plans will effectively become public disclosures of a company’s risk assessment and safety practices, potentially creating both reputational exposure and a roadmap for enforcement or class actions where disclosed measures prove inadequate. Duty to make certain content inaccessible Where an operator identifies child sexual abuse material (CSAM) or non-consensual intimate content, the operator must make it inaccessible within 24 hours. Where a user flags such content, the operator must conduct an initial assessment within 24 hours and remove the content unless the flag is dismissed. A reconsideration process must be available to affected users, including the right to make representations. The minimum-age restriction: Ambition meets uncertainty Perhaps the most publicly prominent provision of Bill C-34 is its requirement that operators of regulated social media services prevent persons under age 16 from maintaining accounts. Operators must implement “adequate age-verification or age-estimation” measures to enforce this prohibition. The provision is ambitious in scope but raises substantial questions about implementation. Age-verification technologies capable of reliably determining whether a user is under 16 (at scale, across millions of users, while simultaneously preserving privacy) remain an area of active technological development rather than settled practice. The bill itself acknowledges this tension: verification measures must be both “effective” and “privacy-protective,” and operators must destroy verification data after the process is complete. Whether existing technologies can satisfy all three requirements simultaneously is an open question. Several design features of the bill temper its reach: First, the prohibition applies only to services specifically designated by the Governor in Council through regulation; it does not automatically capture every regulated social media service, and those it does capture will be unknown for some time; Second, the Digital Safety Commission may exempt operators that demonstrate they provide “adequate safeguards” for children, creating an alternative compliance pathway that may prove significant in practice; Third, section 129 mandates a ministerial review of the minimum-age provisions within three years of coming into force, an explicit legislative acknowledgment that the efficacy and appropriateness of these measures remain uncertain. For businesses, the key questions are practical: Which services will be required to comply? How will the exemption process work? What sort of safeguards will the Commission deem adequate for children to be exempt from age verification? What level of accuracy will be required, and what false-positive rates (legitimate adult users incorrectly excluded) will be tolerated? Will children’s right to autonomy be respected in situations where the home or parent is not safe? These are areas to watch closely as the bill progresses through Parliament and as the Commission develops its regulatory guidance. Chatbot-specific obligations Bill C-34’s treatment of AI chatbot services is notable both for its specificity and for its forward-looking approach to a rapidly evolving technology. Regulated chatbot services face the following obligations: Crisis intervention If a user expresses suicidal ideation, an intention to self-harm, or an intention to cause death or serious bodily harm to another person, the chatbot service must immediately interrupt the interaction and direct the user to crisis intervention services. The bill specifies that the crisis service must connect the user to a human being who is available at the time the user is directed towards them—automated crisis responses alone will not suffice. This is almost certainly a direct response to the Tumbler Ridge shooting, the recency and public prominence of which undoubtedly affected this legislation. Prohibition on harmful behaviours Chatbot operators must mitigate behaviours including: Posing as a human being in circumstances likely to lead a user to mistake the chatbot for a human; Posing as a medical, legal, or other licensed professional and providing advice; Using manipulative engagement techniques to encourage emotional attachment, leading to social withdrawal; Encouraging self-harm, suicide, or acts causing death or serious bodily harm; and Other behaviours as specified in regulations These provisions represent a legislative response to well-publicised concerns about AI chatbots forming parasocial relationships with vulnerable users and about the potential for AI systems to provide harmful advice while appearing authoritative without the required training human professionals receive and are responsible for. They also raise important questions about how operators will be expected to balance user experience with compliance, particularly regarding the prohibition on “posing as a human being,” which may have broad implications for how chatbots are designed and marketed. The Digital Safety Commission of Canada Part 2 of Bill C-34 would establish the Commission as a new independent regulatory body. The Commission would be composed of three to five full-time members appointed by the Governor in Council, with renewable terms of up to five years on a staggered basis. Members must be Canadian citizens or permanent residents, and the Chairperson serves as the Chief Executive Officer. The Commission’s proposed powers are extensive. It would summon witnesses, administer oaths, receive evidence, hold hearings, issue guidelines, and establish codes of conduct. It would consult with the Canadian Radio-television and Telecommunications Commission (CRTC), the Privacy Commissioner of Canada, and the Royal Canadian Mounted Police (RCMP) in exercising its functions. In making decisions, the Commission would be required to take into account freedom of expression, equality rights, privacy rights, and the needs of Indigenous peoples. The Commission would also be empowered to accredit researchers to access electronic data from operators, subject to conditions regarding confidentiality for research related to the purposes of the Act, intellectual property, data security, and personal information protection. This research-access mandate is designed to address the persistent challenge of independent researchers being unable to study platform dynamics due to data access barriers. The Commission would report annually to Parliament and would represent a significant expansion of Canada’s regulatory apparatus. It also raises important questions about coordination with existing regulators, particularly the CRTC and the Office of the Privacy Commissioner, as well as data privacy issues in relation to information sharing with the RCMP. Enforcement and penalties The enforcement provisions of Bill C-34 appear designed to ensure meaningful consequences for non-compliance; however, these amounts have been significantly reduced from the amounts previously proposed. The Commission may impose administrative monetary penalties (AMPs) of up to the greater of $10 million or 3% of the gross global revenue of the operator and its affiliates. Continued violations are treated as separate violations for each day they persist. The stated purpose of AMPs is to promote compliance, not to punish, and a due diligence defence is available. Factors in determining penalty amounts include the nature and scope of the violation, compliance history, benefit obtained from non-compliance, ability to pay, and the purpose of the penalty. For the most serious contraventions, criminal prosecution is available, however a due diligence defence is available. On indictment, operators face fines of up to the greater of $20 million or 5% of gross global revenue. On summary conviction, the maximum is $15 million or 4% of gross global revenue. For non-operators, penalties are lower but still substantial (up to $5 million or 1.5% on indictment; up to $3 million or 1% on summary conviction). Individual liability is capped at $50,000. Notably, no imprisonment is available for any offence under the Act. The scope and expectations of the due diligence defense will likely be tested on early reliance while the Act plays out. The Commission could also issue compliance orders directing operators to take or refrain from specific actions, enforceable as Federal Court orders. The Governor in Council would be empowered to make regulations for charges payable by operators to fund the Commission’s activities, a cost-recovery model that places the financial burden of regulation on the regulated industry. When might this happen and what does it all mean? Once implemented, provisions of Bill C-34 would come into force on a day or days to be fixed by order of the Governor in Council. This flexible approach gives the government discretion to phase in different obligations over time, which may be particularly important for technically complex requirements such as age verification. Importantly, Bill C-34 is only at First Reading and will undergo further study before parliamentary committees, and potentially amendments, before it can be enacted. Once passed, significant details will involve regulatory implementation, such as the age-verification requirements, which will be subject of further consultation with stakeholders before coming into force. As a result, even if passed quickly, it may take years before all of the provisions come into force. Still, the government is expected to push hard to pass this, its last attempt having failed, even if the details remain to be worked out. As proposed, Bill C-34 mandates a comprehensive ministerial review of the entire Act within three years of coming into force, and every five years thereafter. A separate, specific review of the minimum-age provisions would be required within three years. These review clauses signal an awareness that digital regulation must evolve with technology and that initial legislative choices may require correction. Bill C-34 has implications for a broad range of technology companies, investors, and businesses with digital operations touching Canadian users: Platform operators: Social media companies, content-sharing platforms, and live streaming services meeting the (yet-to-be-defined) user thresholds will face comprehensive new obligations around content moderation, age verification, transparency reporting, and child protection. AI and chatbot developers: Companies deploying conversational AI services in Canada will need to implement crisis intervention protocols, human-disclosure mechanisms, and safeguards against manipulative engagement. Venture capital and investors: Due diligence on digital platform investments should now incorporate Canadian regulatory risk. The revenue-based penalty structure means that penalties scale with company size, creating potentially existential exposure for high-revenue, low-margin platforms. E-commerce and adjacent services: While the exclusions for sale/listing platforms and search services provide some comfort, businesses with algorithmic, social, AI, or user-generated components should carefully assess whether they fall within the regulated categories. All digital businesses: The bill’s reliance on regulations to define user thresholds, service categories, and specific obligations means that the full scope of the regime will only become clear over time. Ongoing monitoring is essential. Bill C-34 represents Canada’s most ambitious attempt since Canada’s Anti-Spam Legislation to regulate the digital ecosystem. Its breadth (spanning social media, AI chatbots, and online services more broadly) and its enforcement mechanisms mean it must be carefully monitored. Authors:Ryan BlackAlan MacekMorgan McDonald

In Navaratnarajah v. FSB Group Ltd., 2026 ONSC 3314, the Ontario Superior Court of Justice varied an earlier costs order to add class counsel as a party responsible for a $100,000 costs award following the collapse of a proposed employment class action. Background The action was initially certified as a class proceeding in 2021 but was decertified in 2023 after virtually all proposed class members opted out of the proceeding. Following decertification, the Court awarded the defendants $100,000 in costs. Nearly three years later, the costs award remained unpaid. The defendants brought a motion seeking to have class counsel added to the costs order, arguing that the original order had been made on the understanding that class counsel would bear responsibility for any adverse costs exposure faced by the representative plaintiff. Legal counsel for the law firm representing the class argued that the Court could not vary the cost order on the basis that it was functus. The decision Justice Morgan concluded that the Court was not functus and retained jurisdiction to revisit the costs order under Rule 59.06 of the Rules of Civil Procedure because material facts had come to light after the original order was issued. Specifically, the Court found that the assumption underlying the original costs ruling—that class counsel would stand behind any adverse costs award against the representative plaintiff—appeared not to reflect the reality that subsequently emerged. The Court reviewed established jurisprudence recognizing that representative plaintiffs in class proceedings are generally protected from personal exposure to significant adverse costs and that indemnification arrangements from class counsel have become a common and expected feature of Ontario class actions. Justice Morgan also emphasized the Court’s supervisory role in class proceedings and held that both its inherent jurisdiction and its broad case-management powers under the Class Proceedings Act, 1992, supported varying the order where necessary to achieve a fair and equitable result. Key findings The Court found that: The original costs order was made on the premise that class counsel would assume responsibility for adverse costs awarded against the representative plaintiff. The defendants should not be required to undertake extensive enforcement measures against the representative plaintiff where standard class action practice contemplates protection from such personal exposure. It would be unfair to require the representative plaintiff to personally bear the costs consequences of litigation pursued on behalf of a class, or to engage in further litigation against his own counsel to obtain the benefit of any indemnity arrangement. The circumstances justified varying the order to include class counsel as a party responsible for payment of the costs award. Result The Court varied its earlier costs order and added Monkhouse Law Professional Corporation, as class counsel, as a party responsible for payment of the defendants’ $100,000 costs award. The issue of costs of the motion itself was deferred pending written submissions. Why this decision matters This decision reinforces the Ontario courts’ expectation that representative plaintiffs in class proceedings will be protected from significant adverse costs exposure and highlights the Court’s willingness to exercise its supervisory authority where the conduct of a class proceeding departs from established class action practice. The ruling also confirms that, in appropriate circumstances, a court may revisit and vary an existing costs order when new facts emerge that undermine assumptions underlying the original decision. Notably, this development may further encourage plaintiffs to bring class actions in jurisdictions such as British Columbia, where the no-costs regime offers greater protection from adverse costs exposure. As a result, this decision is expected to reinforce the ongoing shift of class actions to British Columbia and may further accelerate the migration of these proceedings from Ontario. DLA Piper acted as counsel to the defendants in this matter. The authors, Richelle Pollard and Stephen Gleave, were lead lawyers for the defendants. Written by:Richelle PollardStephen Gleave

MONTRÉAL, June 18, 2026 /CNW/ - DLA Piper Partner Alan Sarhan has been appointed Managing Partner of the firm's Montréal office, reinforcing the firm's strategic focus in the region and on cross-border regulatory, compliance, and transactional matters in Canada and globally. DLA Piper Partner Alan Sarhan has been appointed Managing Partner of the firm’s Montréal office (CNW Group/DLA Piper) Sarhan advises Canadian and international clients on complex regulatory, compliance, corporate, and transactional matters. His practice includes cross-border transactions, international trade, economic sanctions, supply chain issues, corporate compliance, and government investigations. Drawing on experience gained in both private practice and in-house leadership roles, he provides practical, business-focused counsel to organizations navigating an increasingly complex global environment.   "Alan is a highly regarded leader whose experience sits at the intersection of cross-border transactions, regulatory risk, and global business strategy," said Russel Drew, the firm's Canada CEO. "His strong connections and cross-borders perspective position him to further expand our Montréal office and help clients capitalize on opportunities across Canada and in key global markets. Montréal remains a strategic hub within our integrated platform, and Alan's leadership will be instrumental to our continued success." DLA Piper Canada offers legal counsel to Canadian and multinational companies with interests in and across Canada. Our integrated approach combines deep local insight with the resources of DLA Piper's global platform. With offices across the country and access to more than 4,800 lawyers in 40+ countries, our lawyers work seamlessly with colleagues throughout North America and around the world to support clients' domestic and cross–border needs. About DLA PiperDLA Piper is a global law firm with lawyers located in more than 40 countries throughout the Americas, Europe, the Middle East, Africa, and Asia Pacific, positioning us to help clients with their legal needs around the world. In certain jurisdictions, this information may be considered attorney advertising. dlapiper.com SOURCE DLA Piper Michelle Martinez, Media Relations, DLA Piper, +1 305-721-7055

The British Columbia Court of Appeal has unequivocally held that a third party notice must be filed before the expiry of the limitation period for claim for contribution or indemnity, or else it will be set aside as being barred under the Limitation Act, regardless of when the application for leave to file a third party notice is filed. On May 22, 2026, in Oldcastle Building Products Canada Inc. v. Division 8 Consulting Corp., 2026 BCCA 223, the Court of Appeal upheld the chamber judge’s decision to set aside a third-party notice for a claim for contribution or indemnity because it was filed after the expiry of the limitation period, even though the application for leave to file was filed months before the limitation period expired. The Limitation Act, S.B.C. 2012, c. 13, treats contribution and indemnity claims differently than other third-party claims. While s. 22(1) allows third-party proceedings for a related claim to be brought in an ongoing court proceeding after the expiry of a limitation period, s. 22(2) specifically sets out that nothing in s. 22(1) gives a person a right to “commence a court proceeding” by bringing a third-party proceeding in relation to a claim for contribution or indemnity after expiry of the applicable limitation period. In this case, the application for leave to file a third-party notice (Application) was filed before the limitation period had expired; however, the third-party notice itself was filed after the limitation period had expired. As s. 22(2) does not permit a person to “commence a court proceeding” for a claim for contribution or indemnity after the expiry of the limitation period, the pertinent issue before the Court was when the third-party claim for contribution or indemnity was commenced. If it was upon filing the Application, then the claim was not statute barred, but if was upon filing the third-party notice, then it was. The Court of Appeal held that both the jurisprudence and the modern principle of statutory interpretation, which requires a contextual and purposive approach, supported the interpretation of “to commence a court proceeding” as being the filing of the third-party notice. Essentially, a third-party claim is considered a court proceeding, and a third-party notice commences the court proceeding. This interpretation was found to be consistent with the whole Limitation Act, and the definition of “originating pleading” in Rule 1-1 in the Supreme Court Civil Rules, B.C. Reg. 168/2009 [Rules]. The Court of Appeal determined that the purpose behind treating claims for contribution or indemnity in the Limitation Act differently than other third-party claims is to ensure that a defendant address claims for contribution or indemnity early in the litigation. For this reason, s. 16 of the Limitation Act sets one of the dates that a claim for contribution or indemnity is considered to be discovered as the date one is served with a pleading in respect of a claim on which the claim for contribution or indemnity is based. If filing an Application was sufficient to avoid the consequence of s. 22(2), then a party could take as long as it wished to file the third-party notice, which would not achieve the end of addressing claims for contribution or indemnity early in the litigation. Based on these reasons, which were supported by the jurisprudence, the Court of Appeal upheld the chamber judge’s decision, and unequivocally held that a third-party notice for claim for contribution or indemnity must be filed before the expiry of the limitation period, or else it will be set aside as being barred under the Limitation Act.   We note that from the above, there are two important practice points: The version of the Rules in this case provided for a third party notice to be filed as a right within 42 days of being served with a notice of civil claim or counterclaim, which would be within the two-year limitation period set out in the Limitation Act. However, the current version of the Rules, has changed and provides for a third-party notice to be filed as a right within 42 days after the filing of the response, which, depending on when a response is filed, could be after the limitation period expires. While the Rules may now allow the filing of the third-party notice after the limitation period, it is unlikely that the Rules will be considered to override the limitation period and other provisions set out in the Limitation Act.Therefore, a third-party notice should be filed before the expiry of the limitation period, regardless of whether it is permitted to be filed later under the Rules. While the Rules may effectively permit the filing of a third-party notice after expiry of the limitation period, the third-party notice may still be set aside, as is what occurred in this case. In this case, there was no dispute that the third-party notice was permitted to be filed, as it was filed in accordance with an order after application, but as it was filed after the limitation period, it was set aside.   If there is a risk that a third-party notice for a claim for contribution or indemnity cannot be filed before the limitation period expires because, for example, leave of the court is required, then a notice of civil claim seeking contribution or indemnity in a separate action can be filed before the limitation period expires. As set out in this case by the Court of Appeal, to avoid a multiplicity of proceedings, if the third-party notice is ultimately filed in time then the separate action can be discontinued, or an order can be obtained to have the two actions heard together.Therefore, the most important thing about a claim for contribution or indemnity is to file the originating pleading before the expiry of the limitation period.

Written by:Bentley GaikisNicole Nazareth In May 2026, Health Canada published its Guidance on Information and Submission Requirements for Biosimilar Biologic Drugs. This guidance sets out the regulatory framework under which biosimilar sponsors may seek a Notice of Compliance (NOC) for a biosimilar biologic drug in Canada. Key takeaways: Biosimilars are not generics Health Canada's issuance of an NOC for a biosimilar is a confirmation of a high degree of similarity to the Canadian reference biologic drug, but is not a declaration of equivalence. Biosimilars, unlike generics, are not eligible for authorization through the Abbreviated New Drug Submission pathway due to their inherent heterogeneity and complexity, and submissions are instead filed using the New Drug Submission (NDS) pathway in accordance with section C.08.002 of the Food and Drug Regulations. Canadian reference biologic drug The Canadian reference biologic drug serves as the foundation against which biosimilar sponsors must demonstrate high similarity. To qualify, the originator product must have been originally authorized based on a comprehensive quality, non-clinical and clinical data package and must possess a substantial body of evidence regarding quality, safety, efficacy, and effectiveness. An authorized biosimilar should not itself serve as a Canadian reference biologic drug for another biosimilar submission. Non-Canadian-sourced reference biologic drug Sponsors may use a non-Canadian-sourced reference biologic drug as a proxy for the Canadian reference biologic drug in comparative studies, provided it has the same medicinal ingredients, dose, dosage form, frequency of dosage, and routes of administration as the Canadian reference biologic drug. The non-Canadian-sourced reference biologic drug should be marketed in a jurisdiction with regulatory standards and principles for evaluation of medicines, post-market surveillance activities, and approaches to comparability that are similar to Canada. Intellectual property considerations In a NDS, the biosimilar sponsor should clearly identify the biologic drug authorized in Canada to which it is subsequent. The sponsor should also identify the biologic drug to which it is making a direct or indirect comparison or reference according to the Patented Medicines (Notice of Compliance) Regulations ("PM(NOC) Regulations") and section C.08.004.1 of the Food and Drug Regulations. What biosimilar sponsors can rely on A biosimilar candidate leverages the safety and efficacy information of the Canadian reference biologic drug, benefiting from a reduced non-clinical and clinical package. Clinical studies are generally limited to a comparative pharmacokinetic trial demonstrating pharmacokinetic equivalence, with data on safety and immunogenicity also collected. Comparative clinical efficacy studies are not typically required when the biosimilar can be compared and extensively characterized by appropriate analytical studies. Differences between the biosimilar and the Canadian reference biologic drug may be acceptable if the sponsor demonstrates no impact on safety and efficacy; however, major differences can disqualify the product as a biosimilar. Extrapolation of indications All indications granted to the Canadian reference biologic drug can be applied to the biosimilar candidate without further justification, provided the biosimilar has been shown to be highly similar to the Canadian reference biologic drug in terms of analytical characteristics and in functional properties related to the mechanism of action. A biosimilar may only be authorized for indications that are authorized for the Canadian reference biologic drug. Post-market obligations for biosimilar sponsors Biosimilar sponsors must comply with adverse drug reaction ("ADR") reporting requirements, which must include the unique brand name, non-proprietary name, DIN, and lot number to facilitate traceability of adverse reactions to specific products. If you have questions or need assistance with navigating the drug regulatory framework in Canada, please contact DLA Piper’s Intellectual Property & Technology practice group.  

DLA Piper advised Valhalla Metals Inc. (TSXV: VMXX) (OTCQB: VMXXF), a mineral exploration and development company, on its acquisition of Teck Resources’ Smucker copper‑gold‑silver‑zinc project in the Ambler Mining District of Alaska. The transaction integrates Valhalla’s Sun Project and the Smucker Project and includes a concurrent financing for an aggregate value of $30 million. The transaction was completed pursuant to a purchase and sale agreement under which Teck agreed to transfer 100% of its interest in the Smucker Project to Valhalla in exchange for equity consideration, royalty interests, and offtake-related rights, subject to customary regulatory approvals and closing conditions. DLA Piper’s corporate and mining teams provided comprehensive legal counsel on all aspects of the transaction, with a team led by Partner Denis Silva and including Associates Trevor Simpson and Beatriz Albuquerque (all Vancouver). With more than 1,000 corporate lawyers globally, DLA Piper helps clients execute complex transactions seamlessly while supporting clients across all stages of development. The firm has been rated number one in global M&A volume for 16 consecutive years by Mergermarket and ranked number one in VC, PE, and M&A in combined global deal volume by PitchBook.

NOUVELLES DU MONDE – Il s’agit d’un spécialiste en matière de réglementation et de conformité. Le cabinet d’avocats mondial DLA Piper a nommé Alan Sarhan à titre d’associé directeur de son bureau de Montréal. Conseillant des clients canadiens et internationaux sur des questions complexes de réglementation, de conformité, de droit des sociétés et de transactions, Alan Sarhan s’est joint à DLA Piper en 2019 et est devenu associé en 2022. Diplômé en droit de l’Université de Montréal (2005), Alan Sarhan détient également un baccalauréat en communication de l’Université Concordia (2001) et un MBA pour cadres de Northwestern University — Kellogg School of Management (2019). Il a fait ses débuts professionnels chez Heenan Blaikie (2006) avant de transiter par SNC-Lavalin (2010). En 2015, Alan Sarhan a cofondé la branche canadienne de Bretton Woods Law Canada, avec qui il a travaillé pour plus de 10 ans à titre d’associé. Il s’agit d’un cabinet d’avocats spécialisé en éthique et conformité, et lutte contre la corruption. Il possède ainsi une expertise particulière des règles d’intégrité de diverses institutions financières internationales, dont la Banque mondiale, la Banque africaine de développement, la Banque asiatique de développement et la Banque européenne d’investissement.   Aujourd’hui, sa pratique couvre notamment les transactions transfrontalières, le commerce international, les sanctions économiques, les enjeux liés aux chaînes d’approvisionnement, la conformité d’entreprise et les enquêtes gouvernementales.   « Alan est un leader très respecté dont l’expérience se situe au croisement des transactions transfrontalières, du risque réglementaire et de la stratégie d’affaires mondiale, a déclaré Russel Drew, chef de la direction de DLA Piper Canada. Ses solides relations et sa perspective transfrontalière le placent en excellente position pour poursuivre l’expansion de notre bureau de Montréal et aider nos clients à saisir les occasions qui se présentent au Canada et dans les principaux marchés mondiaux. Montréal demeure un pôle stratégique au sein de notre plateforme intégrée, et le leadership d’Alan sera déterminant pour notre succès continu. »   Sa nomination vise à renforcer « l’accent stratégique que le cabinet met sur la région ainsi que sur les questions transfrontalières de réglementation, de conformité et de transactions, au Canada et à l’échelle mondiale », indique DLA Piper Canada.   Le cabinet d’avocats mondial compte des avocats dans plus de 40 pays des Amériques, d’Europe, du Moyen-Orient, d’Afrique et de l’Asie-Pacifique. Il met de l’avant une approche intégrée qui allie une connaissance approfondie du marché local aux ressources de la plateforme mondiale de DLA Piper.

On June 15, 2026, the Minister of Artificial Intelligence and Digital Innovation introduced Bill C-36, an Act to enact the Protecting Privacy and Consumer Data Act (PPCDA). If passed, the PPCDA would replace Part 1 of the Personal Information Protection and Electronic Documents Act (PIPEDA), Canada’s 25-year-old federal private-sector privacy law, with a modernized framework that recognizes privacy as a fundamental right, creates a new regulator, and introduces significantly enhanced enforcement tools. The bill arrives on the heels of the government’s AI for All: Canada’s National Artificial Intelligence Strategy, which signalled that AI-related risks would be addressed through targeted legislation, including promised privacy modernization, rather than through standalone AI regulation. We discussed the strategy’s key commitments, regulatory gaps, and implications for organizations in a recent bulletin. It also follows the recent introduction of Bill C-34, the Safe Social Media Act, which establishes the Digital Safety Commission of Canada and imposes digital safety obligations on social media platforms, chatbot services, and other online services. Bill C-36 builds on that institutional foundation by expanding the mandate of the Digital Safety Commission to encompass data protection, renaming it the Digital Safety and Data Protection Commission of Canada. A third attempt at Federal privacy reform Bill C-36 is the third attempt in six years to modernize PIPEDA. Bill C-11, the Digital Charter Implementation Act, 2020, was introduced in the 43rd Parliament but died on the order paper in 2021 when a federal election was called. Bill C-27, the Digital Charter Implementation Act, 2022, was introduced in June 2022 as a more ambitious successor and advanced through committee study before Parliament was prorogued in January 2025, killing the bill. The previous Bill C-27 was a three-part omnibus bill: Part 1 would have enacted the Consumer Privacy Protection Act (CPPA), Part 2 would have established a Personal Information and Data Protection Tribunal, and Part 3 would have enacted the Artificial Intelligence and Data Act (AIDA). As we noted when Parliament was prorogued in January 2025, the bill’s demise left Canada without specific and broad-based federal AI regulation and delayed PIPEDA modernization for a second time. The new Bill C-36, by contrast, is a narrower and more focused instrument. It enacts only the privacy legislation and leaves artificial intelligence regulation to be addressed through other means—a deliberate shift that reflects industry criticism of AIDA as potentially more restrictive than the European Union’s AI Act, as well as the government’s stated preference for an incremental, multi-bill approach. Key differences from Bill C-27 While much of Bill C-36’s substantive privacy framework will be familiar to those who followed the previous Bill C-27, the new legislation introduces several notable changes. Privacy as a fundamental right The previous Bill C-27’s purpose clause recognized “the right of privacy of individuals with respect to their personal information.” The new Bill C-36 elevates this language, recognizing the “fundamental right of privacy of individuals with respect to their personal information.” While some experts already argue that this change is more rhetorical than substantive, it aligns the legislation with the government’s position in the AI for All strategy. A new enforcement body will replace the Tribunal model Perhaps the most significant structural change is the elimination of the Personal Information and Data Protection Tribunal that Bill C-27 would have created. Under the previous Bill C-27, the Privacy Commissioner would investigate complaints and make findings, but penalties could only be imposed by the separate Tribunal on the Commissioner’s recommendation. Critics argued that this split weakened enforcement and slowed the path to resolution. The new Bill C-36 takes a different approach. It houses privacy oversight within the new Digital Safety and Data Protection Commission of Canada, the same body established by the Safe Social Media Act. The Digital Safety and Data Protection Commission of Canada will include a dedicated Privacy and Consumer Data Commissioner and a specialized Privacy and Consumer Data Division. The Commission itself will have the power to issue binding orders, impose penalties, and conduct audits: in effect, consolidating functions that the previous Bill C-27 had split across three bodies. No standalone AI legislation The previous Bill C-27 included AIDA as its Part 3, which would have created a framework for regulating high-impact AI systems, including requirements for risk assessments, record-keeping, and publication of system descriptions. The new Bill C-36 does not include any equivalent. Instead, the AI for All strategy signals that AI governance will be addressed through a combination of existing and forthcoming instruments, including privacy modernization, online safety legislation, and sector-specific measures. Enhanced penalties The previous Bill C-27 capped administrative monetary penalties at the greater of $10,000,000 and 3% of the organization’s gross global revenue, with criminal fines of up to $25,000,000 or 5% of global revenue for the most serious offences. The new Bill C-36 maintains that same penalty structure: administrative monetary penalties of up to the greater of $10,000,000 and 3% of global revenue, and criminal fines of up to the greater of $25,000,000 and 5% of global revenue on indictment or the greater of $20,000,000 and 4% on summary conviction. What has changed is how penalties are imposed: they no longer require a separate tribunal proceeding, which may make enforcement faster and more direct. Private right of action refined Both bills include a private right of action allowing individuals to seek damages for contraventions. Under the new Bill C-36, the right of action is available once a contravention has been established through the regulatory process—whether by the Commissioner’s finding, the Commission’s review decision, or a Federal Court ruling on appeal—and must be brought within two years after the individual becoming aware of the relevant decision. Cross-border transfers and digital sovereignty The new Bill C-36 introduces an explicit requirement that organizations disclose or transfer personal information outside Canada only after assessing and mitigating any privacy risks associated with the transfers. While the previous Bill C-27 addressed international transfers, Bill C-36’s framing reflects the government’s heightened emphasis on data sovereignty, a theme that runs through the AI for All strategy’s focus on sovereign infrastructure and treating data as a “strategic national asset.” Children’s information The previous Bill C-27 treated minors’ personal information as inherently sensitive. The new Bill C-36 goes a step further, with the government describing the legislation as placing “particular focus on children’s personal information” and requiring organizations to meet a higher standard when handling such information. The bill also requires the Commissioner to take into account “the best interests of children” in exercising any powers or performing any duties under the Act. Surveillance pricing The government backgrounder specifically identifies “inappropriate surveillance pricing” as an example of unfair uses of personal information that the PPCDA is designed to address. This is a timely issue that has attracted regulatory attention in the United States and elsewhere, and its explicit mention signals that the government views dynamic pricing based on personal data profiling as an area ripe for legislative intervention. Automated decision system transparency Both bills require organizations to disclose their use of automated decision systems, but the new Bill C-36 adjusts the threshold language. The previous Bill C-27 applied the obligation to systems that “could have a significant impact” on individuals; the new Bill C-36 narrows this requirement to systems that “could have a legal or similarly significant effect” on them. The shift toward “legal or similarly significant effect” more closely mirrors GDPR language and may meaningfully redefine the scope of the obligation. De-identification framework Bill C-36 carries forward the distinction between de-identification and anonymization, and confirms that de-identified personal information does not cease to be personal information. The bill also includes a prohibition on re-identifying de-identified information, subject to enumerated exceptions—including testing the fairness and accuracy of models developed using de-identified data, testing the effectiveness of de-identification processes, and complying with legal requirements. This framework is a key feature for organizations relying on privacy-enhancing technologies for research and development. Continuity with Bill C-27 Many core features of the previous Bill C-27’s privacy framework are carried forward, including the privacy management program requirement, meaningful consent obligations with transparency requirements in plain language, expanded consent exceptions for business activities, research and de-identification, data mobility frameworks, breach notification to the regulator and affected individuals, codes of practice and certification programs, and the right to request disposal of personal information. Why it matters For organizations currently subject to PIPEDA, the practical implications of Bill C-36 will depend on how quickly it advances through Parliament and, ultimately, on the regulations and guidance that follow. A number of key points are worth noting now: Enforcement is likely to be more direct and efficient under the new Commission model, with binding orders and penalties available without requiring a separate tribunal proceeding. Organizations should not assume the same pace that characterized enforcement under PIPEDA. The absence of standalone AI legislation does not mean the absence of AI-related obligations. Privacy obligations, particularly around appropriate purposes, transparency concerning automated decision systems, and de-identification, will apply to AI-driven data practices directly. Organizations should expect overlapping compliance obligations across the regulatory landscape. Organizations that followed the previous Bill C-27’s progress closely and adjusted their privacy programs accordingly are well-positioned. The substantive obligations are largely familiar. What has changed most significantly is the institutional architecture: who enforces the rules, how quickly they can act, and how directly consequences follow. The new Bill C-36 received first reading on June 15, 2026. The government has indicated it will consult stakeholders on the transition to the new regulator. As noted above, its coming into force is contingent on the enactment and the commencement of Bill C-34. We will continue to monitor both bills as they progress through Parliament. For further information, please contact any member of our Data Protection, Privacy and Cybersecurity team. Authors:David SpratleyTaryn UrquhartMiles Schaffrick

Authors:Struan RobertsonGarrett Ladd (Student) Bill C-31’s proposed amendments to the Canada Labour Code signal a shift in the regulation of workplace restrictive covenants in Canada. If enacted, the legislation would significantly limit the use of non-compete clauses for federally regulated employers and continue a broader national trend favouring employee mobility and labour market competition. For employers operating in federally regulated industries, including banking, telecommunications, and transportation, the proposed changes could require a reassessment of employment agreements, executive contracts, and post-employment restriction strategies. What Bill C-31 proposes Bill C-31 would amend the Canada Labour Code to broadly prohibit employers from entering into or enforcing non-compete clauses and certain “other employment-related restrictions” that limit an employee’s ability to work for or operate a competing business after the employment relationship ends. The proposed legislation defines “non-compete clause” broadly. Notably, the amendments are designed not only to invalidate traditional non-competes but also to potentially capture other forms of contractual restrictions that may unreasonably impair labour mobility by way of future regulation. The proposed changes also include anti-reprisal protections for employees, prohibiting employers from dismissing, disciplining, demoting, or otherwise disadvantaging employees who refuse to agree to an unlawful non-compete provision. The legislation places the burden on employers to establish that a disputed restriction is permissible under, including whether it falls within one of the permitted categories of exception. Key exceptions to the proposed amendments Although the legislation would dramatically restrict the use of non-compete clauses, it preserves several important exceptions. Senior executive employees: Bill C-31 would also exempt certain high-level executives from the prohibition. The proposed exemptions include chief executive officers and several senior executives who report directly to the CEO, chief financial officers, chief technology officers, and certain other prescribed executive positions. Sale-of-business transactions: The proposed amendments would continue to permit non-compete clauses where a business, undertaking, or operation is sold or transferred and the seller subsequently becomes an employee of the purchaser. This reflects the long-standing principle that purchasers are entitled to protect the goodwill they acquire in commercial transactions. How the federal changes compare with Ontario’s non-compete prohibition Ontario was the first Canadian jurisdiction to prohibit most employment-related non-compete clauses through amendments to the Employment Standards Act, 2000 that came into force in 2021. While the approach being taken at the federal level is similar, there are some key differences that employers should note. First, Bill C-31 appears broader in scope than Ontario’s legislation. In addition to prohibiting traditional non-compete clauses, the federal proposal contemplates restricting additional categories of “other employment-related restrictions” through future regulations where those restrictions are viewed by the Governor in Council as unreasonably limiting employee mobility. Second, while Ontario’s legislation contains similar primary exception categories (sale-of-business transactions and executives), the proposed federal amendments include more detailed executive categories and expressly places the burden on employers to justify the enforceability of any disputed restriction (which is a statutory codification of the common law burden). Third, Bill C-31 includes proposed anti-reprisal protections and transition provisions addressing existing agreements, which would surpass the worker protections found in Ontario’s legislative framework. What federally regulated employers should do now Although the amendments are not yet in force, Bill C-31 provides a clear indication of where this segment of federal legislation is heading. Employers should not wait for final implementation before reviewing their employment agreements for restrictive covenants generally and non-compete clauses specifically. Some practical considerations include: With non-compete clauses likely to be prohibited for most employees, carefully drafted non-solicitation provisions will become the front line of post-employment protection. Employers should ensure that their non-solicitation clauses clearly define the scope of protected relationships (distinguishing between clients the employee personally serviced versus the broader client base), specify reasonable time limitations, and avoid language so broad that a court could characterise the clause as a de facto non-compete. Employers should review whether their long-term incentive plans, restricted share unit agreements, and deferred bonus arrangements include forfeiture-on-competition provisions that may be captured by the broader "other employment-related restrictions". Equity forfeiture clauses that function as economic deterrents to competition will conceivably fall within that scope. The burden now rests with the employer to show that one of the applicable C-Suite exemptions apply. Accordingly, rather than only relying upon the applicable employment agreement, employers should ensure that organisational charts, job descriptions, and reporting lines clearly evidence that the individual holds one of the prescribed positions and reports directly to the CEO. Bill C-31 provides a one-year transition period from the coming-into-force date, after which time existing non-compete clauses will be void. The transition period should be viewed as an opportunity to prioritize renegotiating agreements with employees in roles where knowledge protection is most critical. Any new agreements will, of course, likely require fresh consideration for signing the new agreement. DLA Piper will be closely monitoring the development of Bill C-31 and will provide updates as they become public.

The Hong Kong Stock Exchange (HKEX) has re-emerged as a leading global IPO venue, offering Canadian companies, particularly those in the technology, industrial, mining, and consumer sectors, a compelling opportunity to access a broader pool of Chinese and Asian institutional and retail capital. Whether as a dual listing alongside the TSX or as a primary listing, HKEX offers meaningful liquidity, strong aftermarket support, and a regulatory framework that is increasingly accommodating to international issuers. This note summarizes key developments in Hong Kong capital markets in 2025 and outlines why Canadian boards and management teams should consider the HKEX as part of their broader capital markets strategy.   Hong Kong’s record-breaking numbers in 2025 HKEX was the top global IPO venue in 2025, raising approximately US$37.4 billion in IPO proceeds across 115 IPOs, including eight transactions exceeding US$1 billion, which included two of the five largest IPOs globally. The HKEX ranked as the third-largest market for equity fundraising in 2025, with 570 transactions raising approximately US$103.4 billion, behind only NASDAQ and the NYSE. The HKEX was also the second most active market for follow-on offerings, where listed companies raised approximately US$66.0 billion through secondary share sales.   Strong IPO aftermarket One of the most notable features of the Hong Kong market in 2025 was the strength of the IPO aftermarket. The average share price performance of Hong Kong IPOs (with deal sizes of US$500 million or above) significantly outperformed equivalent IPOs on US, European, and broader Asia-Pacific exchanges (Bloomberg). Hong Kong IPOs delivered an average return of approximately 32.2% from IPO to current price compared to 20.5% for the broader Asia-Pacific region (excluding Hong Kong and Chinese Mainland), 13.0% for Europe, and 10.2% for the United States (Bloomberg).   Sectors aligned with Canadian issuers HKEX’s 2025 pipeline was concentrated in sectors that closely align with the strengths of many Canadian issuers, particularly energy, mining, and technology. Metals and mining were one of the most active sectors on the HKEX in 2025, driven by strong Asian institutional investor demand for precious metals, battery materials, and critical minerals linked to electrification. The exchange hosted the largest mining IPO since 2012, which raised $3.7 billion for a Chinese gold producer with principal mining assets across Central Asia and Africa. The Hong Kong retail tranche of this IPO was reportedly more than 240 times oversubscribed, while institutional demand exceeded 20 times the shares available, highlighting strong investor appetite for mining companies on the HKEX. For Canadian mining issuers, particularly those with producing assets, offtake counterparties, or strategic investors in Asia, HKEX provides the opportunity to diversify their shareholder base. A HKEX listing may also enhance visibility with Chinese and Asian investors for potential M&A, strategic investments, and joint ventures at a time when global competition for critical minerals and supply chain security has intensified. Industrials and energy accounted for approximately 38% of HKEX IPO volume in 2025, making it the largest sector on the exchange by issuance volume. This included two of the largest industrial IPOs globally in 2025, which raised US$2.0 billion and US$1.4 billion, respectively (Dealogic and Bloomberg). This signals investor demand for capital-intensive and infrastructure-oriented businesses, sectors that are well represented on the TSX. Consumer HKEX was the leading global market for consumer-sector IPOs in 2025, raising approximately US$4.9 billion in IPO proceeds. For Canadian consumer brands, particularly those with existing operations, distribution networks, or brand presence in Asia, HKEX provides access to a large and active retail investor base with an appetite for consumer brands, while also serving as a platform for enhanced brand visibility and supporting regional growth initiatives across Asia. Technology, media, and telecommunications (TMT) represented approximately 21% of 2025 IPO volume, with an additional pipeline of approximately 114 TMT companies and 32 biotech companies. For Canadian technology and life science companies, particularly those with commercial partnerships, manufacturing relationships, and growth strategies tied to Asia, the HKEX could be an ideal listing platform for raising growth capital. In addition, for life science companies specifically, a HKEX listing may also provide greater proximity to the Chinese pharmaceutical market, one of the world’s largest and fastest-growing healthcare markets, as well as increased visibility with Asian healthcare investors, strategic partners, and commercial partners. The launch of the Technology Enterprises Channel (TECH) in 2025, a joint initiative by the Securities and Futures Commission (SFC) and HKEX, is aimed at specialist technology and biotech companies seeking a listing under Chapters 18A and 18C of the listing rules. The initiative introduces a streamlined listing process, including dedicated regulatory review teams, confidential filing options, and simplified requirements for qualifying innovation companies (HKEX and SFC).   International issuers Hong Kong is no longer a market focused exclusively on Greater China issuers. Seven international issuer IPOs were completed in 2025, representing companies domiciled in Indonesia, Singapore, Thailand, Kazakhstan, the UAE, and the United States. These international listings cover a range of sectors, including mining, biotech, consumer goods, and healthcare, and have delivered strong aftermarket performance. HKEX also expanded its international connectivity and issuer reach. In 2025, HKEX added the Stock Exchange of Thailand as a Recognised Stock Exchange, signed an MOU with the Abu Dhabi Securities Exchange, and opened its Middle East office in Riyadh (HKEK). The exchange now has 20 recognised stock exchanges, 33 reviewed overseas jurisdictions, and six overseas offices. For Canadian issuers, this trend is relevant given the established regulatory co-operation and listing recognition framework between Canada and Hong Kong. Canada is a recognized acceptable jurisdiction under HKEX’s overseas issuer regime, and issuers listed on the TSX and TSXV may leverage their existing Canadian corporate governance, continuous disclosure, and securities law compliance framework when pursuing a Hong Kong listing. This recognition framework has historically been important for Canadian issuers seeking access to Asian capital, particularly where there is a strong nexus to Asia through assets, operations, strategic investors, or end-market demand. In practice, the protocol and regulatory co-operation between Canadian securities regulators and HKEX have helped streamline the listing process for eligible Canadian issuers by reducing duplication in certain disclosure and governance requirements and providing greater familiarity to Hong Kong regulators and investors with Canadian reporting standards. For Canadian companies with international growth ambitions, this framework continues to position HKEX as a credible secondary or dual-listing venue alongside an existing Canadian listing.   Institutional and retail depth The depth of investor participation on HKEX is a key differentiator. Over 270 investors across multiple categories participated as cornerstone investors in Hong Kong IPOs in 2025, with 40 IPOs, including international cornerstone investors (HKEX, Bloomberg, and Dealogic). Approximately 50% of the most active investors were international participants, which included Asian and Middle Eastern sovereign wealth funds that have been among the most active investors in HKEX IPOs. Retail investor participation in Hong Kong IPOs has remained exceptionally strong. For the IPOs completed in 2025, average retail subscription levels reached approximately 1,514 times, with aggregate retail demand totalling approximately US$2.1 billion (HKEX and Dealogic). This depth of retail participation provides important support for IPO execution, valuation, and secondary market liquidity.   Access to Mainland Chinese capital through Stock Connect One of HKEX’s key advantages is its connectivity to Mainland Chinese investors through the Stock Connect program. Eligible Hong Kong-listed companies can be traded directly by investors in Mainland China through the Shanghai and Shenzhen exchanges, providing access to one of the world’s largest pools of retail and institutional capital. For Canadian issuers, potential inclusion in Stock Connect can materially expand the investor base, enhance trading liquidity, and increase visibility with Asian investors.   Post-IPO capital raising and an active follow-on market One of the more attractive features of the Hong Kong market is the depth of its post-IPO follow-on financing market. Of the 41 IPO issuers since 2024, with deal sizes above US$100 million, approximately 37% completed follow-on offerings after listing with several issuers raising more capital in subsequent financings than in their IPOs (HKEX, Bloomberg, and Dealogic). On average, issuers accessed the follow-on market approximately eight months after listing, shortly after the expiry of IPO lock-up periods. For issuers, this demonstrates that a Hong Kong listing can serve not only as an initial capital raise, but also as an established platform for future follow-on and secondary fundraising.   Recent regulatory reforms HKEX has undertaken a series of significant regulatory reforms that enhance the attractiveness of the market for prospective issuers: IPO price discovery and retail allocation: Following a consultation process that concluded in early 2025, HKEX has implemented reforms to the IPO pricing and allocation mechanism, including a requirement that at least 40% of shares be allocated to the bookbuilding tranche and a new option for issuers to adopt a fixed retail allocation ranging from 10% to 60% (HKEX Consultation Conclusions). Revised public float requirements: HKEX has introduced a tiered public float threshold based on expected market value at listing: 25% for issuers with market capitalisation up to HK$6 billion; the higher of 15% or HK$1.5 billion for market capitalisations between HK$6 billion and HK$30 billion; and the higher of 10% or HK$4.5 billion for market capitalizations exceeding HK$30 billion. This tiered approach provides significantly greater flexibility for larger issuers. A new free float requirement of at least 10% (with a market value of the free float portion of at least HK$50 million) has also been introduced. Alternative fund listing: In February 2025, the SFC issued a circular clarifying the regulatory requirements for authorizing closed-ended alternative funds for listing under Chapter 20 of the Main Board Listing Rules, effectively creating a new listing category. Confidential filing: Following the launch of the TECH in May 2025, Chapter 18A (Biotech) and Chapter 18C (Specialist Technology) issuers may now submit application proofs on a confidential basis, reducing premature disclosure of proprietary technologies and business strategies during the pre-listing process.   Renewed China and Canada engagement The recent stabilization in diplomatic and trade relations between Canada and the People’s Republic of China may create a more constructive environment for renewed cross-border investment activity, particularly through the HKEX. As relations between the two countries continue to improve, companies with both Canadian and Chinese ownership may have greater opportunities to pursue listings on the HKEX. Historically, a number of Canadian companies, particularly in the mining, energy, and financial services sectors, have successfully completed listings on the HKEX. These transactions demonstrated Hong Kong’s role as an effective gateway for Canadian issuers seeking access to Asian capital, particularly where there is a meaningful China or broader Asia-related business nexus. The precedent established by these listings may serve as a useful framework for renewed Canada–China cross-border investment and capital markets activity as bilateral relations continue to improve. From a broader investment perspective, improving geopolitical relations may also lead to a more balanced regulatory approach toward minority Chinese investments in Canadian businesses, including in sectors that have previously faced scrutiny under the Investment Canada Act and on the basis of national security considerations. While careful structuring will remain important, current conditions suggest a more favourable environment for Canadian and Chinese companies to pursue joint investment opportunities across capital markets, technology, industry, and natural resources.   Key considerations for Canadian issuers Several factors make this an attractive time for Canadian issuers to consider a Hong Kong listing. Most notably, HKEX provides access to a deep and increasingly international pool of capital tied to Asia’s long-term economic growth, including investors focused on China, Southeast Asia, and the broader Indo-Pacific region. For Canadian issuers, this can provide exposure to sources of institutional, sovereign, and strategic capital that are less accessible through traditional North American markets. The alignment between Canada’s strengths in mining, technology, energy, and industrial sectors and the sectors currently attracting capital on HKEX is also significant, particularly for companies with operations, customers, supply chains, or growth ambitions in Asia. In addition, recent regulatory reforms, including more flexible listing requirements and streamlined processes for technology and biotech companies, should improve market accessibility for international issuers. With a strong IPO pipeline and continued investor demand supporting new issuance activity, HKEX remains well-positioned as a complementary capital markets pathway for Canadian companies seeking broader international investor access and diversification beyond North America.   DLA Piper and next steps DLA Piper’s global platform, with offices in Canada, Hong Kong, and across Asia (including Mainland China), is uniquely positioned to advise Canadian issuers on cross-border listing transactions. Our capital markets team has experience in structuring and executing dual listings for Canadian and international issuers, navigating HKEX’s regulatory framework, and coordinating with underwriters in Hong Kong. We would be pleased to discuss how a Hong Kong listing could fit within your broader capital markets strategy.   For further information, please contact Raj Dewan or Stephen Wortley.   Authors:Rajeev (Raj) DewanStephen Wortley

Authors:Eric Belli-BivarWayne CenteAlison Petten (Student) On June 12, 2026, the Bank of Canada announced that it will begin publishing Notices of Violation (NOVs) issued to payment service providers (PSPs) subject to the Retail Payment Activities Act (the RPAA). The Bank of Canada will publish NOVs in the Enforcement Decisions section of its website after a PSP has received a NOV and the period for making representations has expired. Each publication will include details regarding the nature of the violation and the amount of any administrative monetary penalty imposed. Enforcement decisions will remain publicly accessible for five years and will also be noted on the PSP’s entry in the Bank of Canada’s public Registry of PSPs. Implications for payment service providers This development marks a shift toward a more active and comprehensive exercise of the Bank of Canada’s enforcement powers under the RPAA. With NOVs now publicly accessible, PSPs face potential damage to their reputation. Non-compliant PSPs face not only financial penalties but also the risk of depreciating their credibility and trust among clients, competitors, investors, and business partners. Key points In light of these enhanced enforcement measures, PSPs should exercise diligence in ensuring compliance with the RPAA and its associated regulations. Key compliance areas include the following: Registration requirements: PSPs performing retail payment activities must register with the Bank of Canada before commencing such activities. Operational risk management: PSPs must establish, implement, and maintain a written risk management and incident response framework. This framework must be reviewed annually, as well as before making any material changes to the PSP’s operations, systems, policies, procedures, processes, controls, or other means of managing operational risk. Safeguarding of end-user funds: PSPs must hold end-user funds in a single-purpose trust account, or a segregated account combined with insurance or a guarantee in an amount equal to or greater than the funds held. Reporting requirements: PSPs must submit annual reports to the Bank of Canada confirming their compliance with the RPAA. PSPs must also notify the Bank of Canada of any significant changes or incidents that may be expected to impact the retail payment activities that the PSP performs. Record keeping: PSPs must retain records regarding their risk management and incident response framework, safeguarding of funds, incident notification, and reporting obligations for at least five years. Records must be protected to ensure their integrity and availability, and must be produced to the Bank of Canada upon request. As noted above, the Bank of Canada will publish NOVs only after the period for making representations has expired. PSPs should be aware of applicable deadlines and exercise their rights promptly if they wish to contest a violation. Once a NOV has been served, a PSP has 30 days to make representations to the Governor of the Bank of Canada. The Governor will then determine whether the PSP has committed a violation. If a PSP fails to make representations within the specified time period, it is deemed to have committed the violation and is liable to pay the full penalty set out in the NOV.

In May 2026, Health Canada published its Guidance on Information and Submission Requirements for Biosimilar Biologic Drugs. This guidance sets out the regulatory framework under which biosimilar sponsors may seek a Notice of Compliance (NOC) for a biosimilar biologic drug in Canada. Key takeaways: Biosimilars are not generics Health Canada's issuance of an NOC for a biosimilar is a confirmation of a high degree of similarity to the Canadian reference biologic drug, but is not a declaration of equivalence. Biosimilars, unlike generics, are not eligible for authorization through the Abbreviated New Drug Submission pathway due to their inherent heterogeneity and complexity, and submissions are instead filed using the New Drug Submission (NDS) pathway in accordance with section C.08.002 of the Food and Drug Regulations. Canadian reference biologic drug The Canadian reference biologic drug serves as the foundation against which biosimilar sponsors must demonstrate high similarity. To qualify, the originator product must have been originally authorized based on a comprehensive quality, non-clinical and clinical data package and must possess a substantial body of evidence regarding quality, safety, efficacy, and effectiveness. An authorized biosimilar should not itself serve as a Canadian reference biologic drug for another biosimilar submission. Non-Canadian-sourced reference biologic drug Sponsors may use a non-Canadian-sourced reference biologic drug as a proxy for the Canadian reference biologic drug in comparative studies, provided it has the same medicinal ingredients, dose, dosage form, frequency of dosage, and routes of administration as the Canadian reference biologic drug. The non-Canadian-sourced reference biologic drug should be marketed in a jurisdiction with regulatory standards and principles for evaluation of medicines, post-market surveillance activities, and approaches to comparability that are similar to Canada. Intellectual property considerations In a NDS, the biosimilar sponsor should clearly identify the biologic drug authorized in Canada to which it is subsequent. The sponsor should also identify the biologic drug to which it is making a direct or indirect comparison or reference according to the Patented Medicines (Notice of Compliance) Regulations ("PM(NOC) Regulations") and section C.08.004.1 of the Food and Drug Regulations. What biosimilar sponsors can rely on A biosimilar candidate leverages the safety and efficacy information of the Canadian reference biologic drug, benefiting from a reduced non-clinical and clinical package. Clinical studies are generally limited to a comparative pharmacokinetic trial demonstrating pharmacokinetic equivalence, with data on safety and immunogenicity also collected. Comparative clinical efficacy studies are not typically required when the biosimilar can be compared and extensively characterized by appropriate analytical studies. Differences between the biosimilar and the Canadian reference biologic drug may be acceptable if the sponsor demonstrates no impact on safety and efficacy; however, major differences can disqualify the product as a biosimilar. Extrapolation of indications All indications granted to the Canadian reference biologic drug can be applied to the biosimilar candidate without further justification, provided the biosimilar has been shown to be highly similar to the Canadian reference biologic drug in terms of analytical characteristics and in functional properties related to the mechanism of action. A biosimilar may only be authorized for indications that are authorized for the Canadian reference biologic drug. Post-market obligations for biosimilar sponsors Biosimilar sponsors must comply with adverse drug reaction ("ADR") reporting requirements, which must include the unique brand name, non-proprietary name, DIN, and lot number to facilitate traceability of adverse reactions to specific products. If you have questions or need assistance with navigating the drug regulatory framework in Canada, please contact DLA Piper’s Intellectual Property & Technology practice group.

Boards face new risks as political decisions, not markets, reshape global business oversight Boards have always understood market volatility. Interest rates move, currencies swing, and commodity prices rise and fall. What has evolved is not the existence of risk, but its source. Presently, some of the most decisive threats to enterprise value arise not from markets, but from political decisions taken by governments and regulators across multiple jurisdictions. National security reviews, energy-related policy decisions, sanctions designations, forced labour prohibitions, export controls, and tariff escalation can close markets, freeze assets, derail transactions, and disrupt supply chains with little notice. These are no longer peripheral compliance issues. They are strategic forces that shape corporate outcomes and demand sustained board attention. The rise of economic statecraft Governments are increasingly using economic tools to advance national security (including energy security) and foreign policy objectives. In Canada, national security reviews under the Investment Canada Act ("ICA") operate through two distinct review streams. Under the net benefit review, the Minister may require undertakings and impose conditions as a term of approval. Under the national security review, which can apply even to completed investments, the Governor in Council can block a proposed investment outright, require divestiture, or impose conditions without any obligation to approve. Both streams carry penalties for non-compliance, but the risk profile, timeline, and available outcomes differ materially. In the U.S., the expansion of the Committee on Foreign Investment in the United States’ ("CFIUS") jurisdiction following the Foreign Investment Risk Review Modernization Act ("FIRRMA") has widened its scope. The UK has introduced mandatory notification and standstill obligations under the National Security and Investment Act ("NSIA"), while the EU has established a framework for foreign investment screening and encouraged Member States to adopt their own. [1]  

Authors:Michael ReidBecky Rock The Silicon Valley rallying cry “move fast and break things” has become a kind of creed for several generations of founders. It appears on office walls, punctuates pitch decks, and often serves as justification for rushed decisions. There is truth in it: startups that stall in analysis paralysis rarely succeed. Speed matters. But there is a critical distinction between moving quickly with intention and moving with reckless abandon. We all know the adage about not running before you can walk. In practice, the issue is even more basic: many founders need to tie their shoes first. Early decisions, such as how the company is structured, who owns what, and what agreements are in place, are not administrative details to be brushed aside in the rush to build a product or close a pre-seed round. They are the foundation on which everything else is built. Ignore them or get them wrong, and you may spend years and significant capital trying to undo the damage. This is a case for deliberation – not slowness or bureaucracy, but disciplined thinking, especially where the cost of fixing mistakes far exceeds the cost of getting it right the first time. Measure twice, cut once: Founder equity and cap table structure Perhaps the most consequential early decision a startup makes is how equity is divided among its founders. It is also, regrettably, one of the decisions most frequently made over a handshake and a pint. Founders who split equity equally on day one, without any vesting mechanism, without discussing contribution expectations, and without thinking about what happens if one founder departs or fails to perform, are planting landmines for their future selves. All too often, the starry-eyed optimism and trust from the early days are abruptly replaced with a hefty dose of reality when things (inevitably) change. Consider the founder who leaves six months in, retaining a third of the company outright because no vesting schedule was ever implemented. The remaining founders now face a dead weight on their cap table that will complicate every future fundraise, every option grant, and every potential exit. Rectifying this after the fact – if it can be rectified at all – requires the departed founder‘s consent, legal fees, and frequently a buyout at a price that bears no relation to the value that the former founder actually contributed. A properly drafted founders’ agreement with sensible vesting provisions, discussed and agreed upon before a single line of code is written, costs a fraction of the price and avoids the problem entirely. It sets a baseline which can always be renegotiated later if desired, but which also works out of the gate. The same principle applies to early cap table decisions more broadly. Giving away excessive equity to advisers, early service providers, or friends-and-family investors without understanding dilution mechanics can leave founders with a structure that is deeply unattractive to institutional investors – and restructuring a cap table under the time pressure of a financing round is an expensive and deeply unpleasant exercise. Starting with a back-of-the-napkin plan is fine as long as you then get proper advice and formalize your agreement. The key isn’t getting everything exactly right on the first go, but rather thinking of the “what if” scenarios and making sure you have some pressure release valves in place. Don’t get too far out over your skis: Intellectual property assignment Another scenario that sadly arises with regularity: a startup has been operating for two years, has built a meaningful product, and is now seeking Series A funding. During due diligence, it emerges that the company’s intellectual property was never formally assigned to it. For example, the founders built the initial product before incorporation, key early developers were engaged as contractors without proper IP assignment clauses, or employees were hired without ensuring their employment contracts contained adequate IP provisions. The legal position is stark; without a valid assignment, the company may not own the very thing it is selling. Fixing this retroactively requires tracking down every individual who contributed to the product’s IP, persuading them to sign assignment documents (often for a payout, since past consideration is not valid and the individuals know there is money on the table), and hoping none of them have become hostile, disappeared, or died. If everyone is still with the company, and if everyone is on good terms, and if everyone is willing to sign on the dotted line right away, this can be fixed quickly. However, those are a lot of “ifs” when a financing is on the line. We have seen funding rounds collapse over this issue. We have seen acquirers walk away. We have seen individuals hold the company hostage for a massive payout in order to secure a simple confirmatory assignment. Done properly at the outset, the solution is a simple, inclusive, forward-looking assignment agreement coupled with a well-drafted contractor or employment agreement – documents that cost virtually nothing relative to the value they protect. A stitch in time saves nine: Regulatory and compliance foundations Founders building in regulated sectors – fintech, healthtech, edtech, anything touching personal data – frequently adopt the posture that compliance is a problem for later, once there is revenue and scale. This is understandable, and may make sense in the absolute earliest exploratory stages, but is a dangerous mindset if allowed to continue into production. Regulatory frameworks are not designed to be retrofitted. A product built without data protection by design, for example, may need to be substantially re-engineered to achieve compliance. The cost is not merely legal; it is engineering time, delayed launches, damage to reputation, and lost momentum. Consider compliance with the EU’s General Data Protection Regulation (GDPR) as a straightforward illustration. A North American-based startup that has been collecting and processing personal data for individuals in the EU for eighteen months without lawful bases, without proper privacy notices, without data processing agreements with its sub-processors, and without records of processing activities faces an enormous remediation exercise, because it had no idea about European compliance regimes. Worse, if a data subject complaint or regulatory inquiry arrives before remediation is complete, the company faces potential enforcement action and reputational damage that no amount of retrospective paperwork can undo. The same logic applies to sector-specific licensing. Operating without required authorizations – whether in payments, insurance, or healthcare – does not merely create regulatory risk. It can render contracts with customers void or unenforceable, create personal liability for directors, and, in some cases, constitute a criminal offence. These are not problems that can be solved by moving faster. You can’t unscramble an egg: Employment and contractor classification The gig economy has made it fashionable to engage everyone as a contractor. It is cheaper, simpler, and avoids the obligations that come with employment. It is also very frequently wrong as a matter of law. The distinctions between an employee, a dependent contractor, and an independent contractor are determined by the reality of the relationship, not by the label the parties choose to apply to it, or the title of the agreement used. A startup that has engaged fifteen “independent contractors” who work exclusively for the company, use company equipment, follow company processes, and have no genuine ability to profit from their own enterprise is likely to discover, usually at the worst possible moment, that those individuals are in fact employees or dependent contractors. The consequences are retroactive liability for holiday pay, pension contributions, tax, and national insurance, and potential claims for wrongful dismissal and other employment rights. Similar concerns arise when engaging employees (or contractors) outside of the company’s primary jurisdiction, whether in another province or another country. Engaging without proper advice can lead to the same issues above, with the added potential risk of your company suddenly being found to (unintentionally) be a taxpayer in that foreign jurisdiction. Untangling two or three years of misclassification, or disentangling complex cross-border tax issues, is vastly more expensive and disruptive than engaging people correctly from the outset. Focus on velocity, not speed None of this should be read as an argument against moving fast. The best founders we have worked with move quickly, but they move quickly in the right direction, having taken the time to understand the terrain. They invest a small amount of time and resources at the outset to establish a sound legal foundation, and this investment repays itself many times over by avoiding the enormous costs – in money, time, management attention, and sometimes the very survival of the business – that come from trying to fix fundamental errors after the fact. The next time you feel the urge to “move fast and break things”, remember that haste is only useful if you know what you're doing. If you don’t tie your shoes, you’ll trip over your laces; if you tie them without knowing how, you may end up with your feet bound together. Either way, you’re heading for the pavement. Speed, after all, is not the same as velocity. Speed is just a rate of motion; velocity is motion with direction. The founders who build enduring companies are not the ones who move fastest; they are the ones who properly lace up (double-knots optional) and know where they are going before they start to run.

DLA Piper advised Canadian exploration company Aurion Resources Ltd. in its acquisition by Agnico Eagle Mines Limited, Canada’s largest mining company and the second largest gold producer in the world, for aggregate consideration of approximately CAD$481 million. The transaction represents a significant consolidation in Finland’s mining sector and supports Agnico Eagle’s continued growth strategy in the exploration and development of precious metals assets. Following completion of the plan of arrangement, Aurion’s shares were delisted from the TSX Venture Exchange. “This transaction highlights continued activity in the mining sector, particularly in strategic acquisitions of high-quality exploration assets,” said Alan Monk, the DLA Piper Counsel who co-led the deal. “We are proud to have supported our client through this complex, multi-jurisdictional transaction at every stage of the process.”In addition to Monk (Vancouver), the DLA Piper deal team was co-led with Partner Trevor Wong-Chor (Calgary) and supported by teams across Canada, Finland, and the United States. The Canada team included Graham Norris (Calgary), Beatriz Albuquerque (Toronto), Struan Robertson, Sean Tessarolo, and Trevor Simpson (all Vancouver), and Derek Kurrant, Prince Aurora, and Brenden Cowlishaw (all Calgary). The Helsinki-based team included Antti Paloniemi, Salla Tuominen, and Essi Lavikkala. Ryan Walsh (New York) provided counsel in the US. With more than 1,000 corporate lawyers globally, DLA Piper helps clients execute complex transactions seamlessly while supporting clients across all stages of development. The firm has been rated number one in global M&A volume for 16 consecutive years by Mergermarket.     Related professionals:Alan MonkTrevor Wong-ChorGraham NorrisBeatriz AlbuquerqueStruan RobertsonSean TessaroloTrevor SimpsonDerek KurrantPrince AroraBrenden CowlishawAntti PaloniemiSalla TuominenEssi LavikkalaRyan Walsh

Written by:Eric Belli-BivarNella Garofalo As consumer fraud continues to rise across Canada, the federal government is moving to strengthen protections in the financial sector through the Budget 2025 Implementation Act, No. 1 (Bill C-15). Bill C-15 amends the Bank Act to establish new requirements to combat “consumer-targeted fraud”, including policies for banks to address fraud risks, options for consumers to adjust certain account capabilities, and procedures to report fraud data to the Financial Consumer Agency of Canada. These measures aim to protect all Canadians, who remain vulnerable to evolving forms of fraud ranging from conventional phone-based scams that disproportionately affect seniors to increasingly sophisticated, digitally enabled schemes targeting younger individuals. The changes Bill C-15, Division 16 of Part 5, amends the Bank Act, introducing new obligations for financial institutions in relation to consumer protection and account management. Bill C-15 received Royal Assent on March 26, 2026, and the following amendments come into force on a day to be fixed by order of the Governor in Council. First, the amendments introduce a definition of “consumer-targeted fraud”, encompassing both unauthorized transactions and transactions that are authorized as a result of coercion or deception in connection with products or services offered, sold, or provided by an institution to a natural person in Canada. The amendments also establish new requirements governing account capabilities. In particular, institutions are prohibited from enabling a prescribed capability for a personal deposit account in Canada without first obtaining, in accordance with the regulations, the express consent of the person who requested the opening of the account or in whose name it is maintained. Correspondingly, institutions are required to allow account holders to deactivate prescribed account capabilities. In addition, institutions are required to allow account holders to modify certain limits applicable to withdrawals or transfers from their accounts. These include the maximum amount per transaction, the number of transactions permitted within a given period, the maximum amount of all transactions permitted within a given period, and any other prescribed limits. Any such modification may not exceed limits established by the institution, and institutions must ensure that changes to these limits take effect within a prescribed timeframe. The amendments further impose notification obligations on institutions. Specifically, an institution is required to notify, without delay and by electronic means, the person in whose name a personal deposit account is held whenever a prescribed account capability is enabled or disabled, or where a transaction limit is modified. Under the new framework, financial institutions are required to implement and maintain policies and procedures to detect and prevent consumer-targeted fraud and to mitigate its impacts. These policies guide how institutions identify suspicious transactions, decide whether to suspend, cancel, or take other actions, and communicate those decisions to affected individuals. They also set out how to determine if a person has been a victim of consumer-targeted fraud, whether a remedy is appropriate, the types of remedies that may be offered, and how those remedies are communicated. Institutions are expected to follow any additional criteria as prescribed. Institutions are also required to provide initial and ongoing training to employees, representatives, agents, or mandataries, and other intermediaries who deal with customers in Canada on both the detection and prevention of consumer-targeted fraud and the institution’s policies and procedures. Finally, the amendments require both institutions and the Commissioner of the Financial Consumer Agency of Canada to prepare annual reports respecting consumer-targeted fraud.   Conclusion This development underscores the federal government’s increasing focus on strengthening consumer protection in banking and points to evolving regulatory expectations for financial institutions in detecting, preventing, and responding to consumer targeted fraud. If you are concerned that your business may be impacted, contact a member of our Financial Services or Compliance team for assistance.    

Written by:Duncan Burns-ShillingtonGarrett Ladd (Summer Student) At a glance Effective 20 October 2026, new “Equal Treatment” wage rules under the Canada Labour Code (the Code) will require equal pay for employees regardless of employment status (full-time, part-time, permanent, or temporary). Employers must avoid differences in wage rates based on an employee’s employment status where the employees perform substantially the same work, apply substantially the same skill, effort, and responsibility, work under similar conditions, and work in the same industrial establishment. Employees may request a wage review, and employers must respond in writing within 90 days. Exceptions apply for systems based on seniority, merit, quantity or quality of production, geographic differences, and red-circling. Temporary help agencies are also covered by similar equal treatment requirements. Background On 6 May 2026, the federal government published regulations (SOR/2026-75) in the Canada Gazette, Part II, bringing into force the “Equal Treatment” provisions of the Code. These provisions were first enacted in 2018 through Bill C-86, the Budget Implementation Act, 2018, No. 2, but required supporting regulations before they could take effect. The regulations clarify key definitions and procedural requirements, and the new rules will come into force on 20 October 2026. For a transitional period of two years until 20 October 2028, existing collective agreements that permit wage differences based on employment status will be exempt from these requirements. Key definitions The regulations define the following key concepts: Employment status means an employee’s status as full-time, part-time, permanent, or temporary. Full-time generally means working an average of 30 or more hours per week. Temporary includes fixed-term, seasonal, casual, or irregular employment. Industrial establishment is determined by reference to Employment Insurance regions (Schedule I of the Employment Insurance Regulations) and may include more than one physical location. For remote workers, this is generally the location where they most often reported for work before their remote working arrangement, or where they would report to work in person if there were no remote working arrangements. For transportation workers, this is the location of their home terminal, station, base, or port. Comparable wages refer only to the same type of rate of wages (time-based rates, mileage rates, commission rates). All time-based wages (hourly, daily, weekly, monthly or annual salaries) can be compared with each other. Exceptions A wage differential is permitted where it is attributable to one or more of the following: a system based on seniority or merit; a system that measures earnings by quantity or quality of production; red-circling (maintenance of a wage rate following demotion or reclassification); increases in wage rates due to recruitment or retention difficulties during labour shortages; differences in the geographic area where the employee works; or differences attributable to travel status. The particulars of any system providing for a difference in wage rates must be communicated in writing to employees or be readily accessible for examination. Wage review requests and enforcement Employees who believe they are not receiving equal pay based on their employment status may request a wage review from their employer. The employer must provide a written response with reasons within 90 days, either confirming the employee’s wage rate has been increased or explaining why the current rate complies with the Code. Employers cannot reduce an employee’s wage rate to achieve compliance. Employers must maintain records of all wage review requests, written responses, and systems relied upon to justify a wage differential. Administrative monetary penalties may apply for violations. The Code also prohibits reprisal against employees who exercise their right to request a wage review. Takeaways for employers To prepare for the new “Equal Treatment” wage rules under the Code taking effect on 20 October 2026, employers should begin now to: Review existing wage rates across employee classifications to assess compliance. Determine whether any of the permitted exceptions apply to existing differences in the wage rates. Update record-keeping practices to ensure the required documentation (particulars of systems that support any differences, wage review requests and responses) is maintained. Prepare internal processes to respond to employee wage review requests within the 90-day window. Note the two-year transitional period for existing collective agreements that permit wage differences based on employment status (expiring 20 October 2028).

Authors:Alan SarhanVasili MoshopoulosGeneviève ZingerCélina Yaïci (Student) On June 2, 2026, the Office of the United States Trade Representative (the USTR) issued a Report under Section 301 of the Trade Act of 1974, which presented findings that Canada is not effectively enforcing its forced labour import prohibition and has thus burdened U.S. commerce. In light of the findings, the USTR proposed a ten percent tariff on a wide range of Canadian products. The proposed tariff would not apply to goods compliant under the Canada-U.S.-Mexico Agreement. Strengthening the regime: Canada’s response Under the Customs Tariff, Canada has prohibited the importation of goods mined, manufactured, or produced wholly or in part by forced labour since 2020. In practice, the prohibition is enforced at points of entry to Canada by the Canada Border Services Agency (CBSA), which is empowered to detain, seize, and refuse entry to goods where there are reasonable grounds to believe forced labour was involved in their production. In the wake of the USTR report and proposed U.S. tariffs, on June 12, 2026, the Canadian government introduced Bill C-35 - An Act respecting the prohibition of the importation of goods produced by forced labour, (Bill C-35). Bill C-35 would replace the current import prohibition under the Customs Tariff and would move the Canadian regime toward a more targeted model by allowing listed goods to become subject to prescribed information requirements and by deeming those goods prohibited imports if the requirements are not satisfied. More specifically, Bill C-35 would: Allow the Minister of Foreign Affairs to establish by regulation a list of designated high-risk goods, with the list specifying the relevant producer, country or region, or a combination of those details. Require importers of the listed goods to provide certain information to CBSA upon request. Bill C-35 does not specify the information that must be provided, which may be prescribed by regulation. In a recent press release, Global Affairs Canada describes this as “enhanced supply chain tracing information.” Deem listed goods to be prohibited from importation if the importer fails to provide the required information. Empower CBSA to determine whether imported goods are produced wholly or in part by forced labour, and to detain those goods for up to 90 days, or for any longer prescribed period, for that purpose. Make the importer and the owner of the goods imported in contravention of the prohibition jointly and severally, or solidary, liable for costs incurred in relation to the detention, storage, transportation, or disposal of such goods. Establish a new information-sharing framework among federal bodies, including CBSA, and the Ministers of Public Safety and Emergency Preparedness, Labour, Transport, Agriculture and Agri-Food, and Industry, enabling them to disclose information to one another to establish the list of high-risk goods. Provide that powers, duties, and functions exercised under Bill C-35, including CBSA determinations, would not be subject to administrative appeal, review, re-determination or further re-determination under the Customs Act. The only remaining recourse would be judicial review under section 18.1 of the Federal Courts Act. Practical implications for businesses Taken together, the proposed measures would materially increase scrutiny of forced labour prevention in Canada. Notably, the Canadian government had already moved to address these enforcement gaps. In Budget 2025, Canada committed $617.7 million over five years to increase CBSA’s capacity to detect and intercept illicit goods, defend Canadian industries by enforcing import measures, and bolster its trade remedy capacity. If Bill C-35 is assented to, the focus is likely to shift toward distinguishing between organizations that can demonstrate proactive, verifiable compliance measures and those that cannot. As regulatory expectations become more prescriptive, organizations will need to demonstrate concrete, verifiable due diligence measures across their operations and supply chains. Bill C-35 would also operate alongside Canada’s Fighting Against Forced Labour and Child Labour in Supply Chains Act, which requires certain entities to submit annual reports to the federal government describing the steps they have taken to prevent and reduce the risk of forced labour or child labour being used in their business and supply chains. This regime requires reporting only and does not impose specific due diligence obligations on those entities. However, public disclosure raises a practical enforcement risk question: whether CBSA could use information in annual reports to inform enforcement priorities by targeting importers of listed goods with weaker supply chain compliance measures. Moreover, Bill C‑35 may have a broader scope than importers alone, extending to supply chain participants further along the distribution chain, such as distributors and retailers who obtain imported goods for distribution and sale in Canada. The Customs Act prohibits dealings in improperly imported goods and requires any person who has reasonable grounds to believe that goods in their possession were not imported in accordance with applicable requirements to report those goods to CBSA. It further provides that no person may possess, purchase, sell, exchange, or otherwise acquire or dispose of imported goods where importation requirements have not been complied with. In this context, the inclusion of goods from specified producers, regions or countries on Bill C‑35’s proposed list would likely, in and of itself, constitute reasonable grounds to believe that applicable import requirements were not met. Consequently, all participants in the supply chain may be subject to potential scrutiny when dealing with goods, producers, regions, or countries that appear on Bill C-35’s proposed high‑risk list. We note that Bill C-35 is unlikely to advance to second reading until Parliament resumes after the summer recess, but we will be closely monitoring developments. If any questions or concerns arise regarding how these developments may impact your operations, please reach out to our team.

On June 4, 2026, the Government of Canada released AI for All: Canada’s National Artificial Intelligence Strategy, a 50-page, multi-billion-dollar plan positioning Canada as a global AI leader across six strategic pillars (protecting Canada/democracy, empowering Canadians, powering prosperity, sovereign AI infrastructure, scaling Canadian AI, and international partnerships) and five priority sectors (health/life sciences, energy/natural resources, transportation, agriculture, and manufacturing/robotics). It also commits to establishing the federal government as a strategic anchor customer for Canadian AI firms through the Buy Canadian policy. The strategy is presented as a five-year plan, with “trust” described as its “north star” and a stated goal of increasing Canadian business AI adoption from 12% to 60% by 2034, and follows more than 11,000 public submissions and input from a 28-member expert AI Strategy Task Force. Notably, the strategy does not signal any intention to reintroduce standalone AI legislation comparable to the Artificial Intelligence and Data Act (AIDA), which formed part of omnibus Bill C-27 and died on the Order Paper following prorogation in early 2025. AIDA had drawn significant criticism from Canada’s technology sector as potentially more restrictive than the European Union’s Artificial Intelligence Act—an approach seen as untenable for a middle power seeking to attract and retain AI companies. Instead, the strategy points to a more incremental, multi-bill approach. AI-related risks are expected to be addressed through targeted legislation, including promised privacy modernization and online safety bills, rather than through a single comprehensive regulatory framework. The strategy’s release also coincided with the tabling of the Office of the Privacy Commissioner of Canada’s (OPC) 2025–2026 Annual Report, Championing Privacy in the Age of AI, which reported a 109% year-over-year increase in complaints under the Personal Information Protection and Electronic Documents Act and nearly 700 breach reports affecting more than 20 million Canadians. This bulletin summarizes the strategy’s primary commitments (many of which involve substantial public expenditure, though timelines and implementation details remain limited), the regulatory measures it contemplates, and the notable gaps and critiques that have emerged since its release. Overview of key commitments Jobs and workforce While the strategy notes “hard questions about job security” which must be addressed “head on,” it focuses on the creation of up to 250,000 new jobs through AI adoption by 2031, including up to 90,000 AI-related jobs and work placement opportunities for young Canadians. It also commits to assessing training and upskilling offerings for mid-career workers, including in skilled tades, with a priority on developing AI-related skills. More broadly, the strategy projects three percent increase in GDP, representing nearly $200 billion in gains. AI literacy and education Canada will launch a National AI Literacy Initiative to provide entry-level AI training accessible to all Canadians. It aims to have AI literacy content reach one million entry-level post-secondary students and train more than 3,000 educators with AI learning kits in their classrooms. It also commits to providing all post-secondary students access to trusted AI agents. In addition, the government will invest $30 million in the CanCode program to fund not-for-profit organizations to offer free digital skills training (including coding, AI, and emerging technologies) to youth from kindergarten to grade 12, as well as their educators, with a focus on reaching underrepresented groups. Sovereign infrastructure While many private entities have proposed megaproject facilities that would export compute globally, the strategy commits to building a world-leading public supercomputer by 2031 and significantly expanding Canada’s sovereign compute and cloud infrastructure. Public-private partnerships are expected to deliver 850 MW of compute capacity by 2030 (scaling up to 2.3 GW), supported by investments in the tens of billions. The government will continue to roll out more than $2 billion in existing investments in Canadian AI compute capacity, and will provide an additional $700 million to expand the Compute Access Fund, aimed at providing affordable sovereign compute to Canadian small and medium-sized enterprises. Investment and commercialization The strategy proposes a $500 million Canadian Tech Growth Fund to help address the scale-up capital gap facing Canada’s most promising AI companies. The fund would provide flexible growth capital and allow the federal government to take equity stakes in leading AI firms. The government will also invest $500 million to expand and strengthen the Regional Artificial Intelligence Initiative delivered through Regional Development Agencies, along with an additional $130 million for commercialization programs across the National AI Institutes. Health sector initiatives The first AI “mission” will commit $200 million to improving health outcomes for Canadians. This includes $100 million to launch the Health Sector Data Space, in partnership with the Canadian Institute for Health Information, and a further $100 million to expand the VITAL health data platform to five additional provinces. International partnerships Canada will expand the newly formed Sovereign Technology Alliance, launched with Germany in February 2026, to support secure and interoperable AI capabilities and open up procurement opportunities for domestic firms. The strategy notes that Canada has signed 20 new economic and defence partnerships in the past year, securing nearly $100 billion in foreign investment commitments, of which 11 explicitly advance cooperation on AI. Proposed regulatory and legislative measures Privacy legislation The strategy promises to modernize consumer privacy legislation to enshrine a “fundamental right to privacy,” safeguard children’s information from exploitation and harm, and strengthen Canadians’ control over their personal data. It also signals ongoing work to review the federal Privacy Act for the government’s own use of personal information, including considerations around transparency, privacy, and alignment with international standards. However, no timeline has been provided for tabling these bills, and the government has tried (and failed) to modernize privacy laws in the past. Online safety legislation Canada will introduce online safety legislation to protect Canadians in the digital age, particularly children, from digital risks including those posed by AI. Again, the strategy does not indicate when this legislation will be introduced. The last version, on which our comments are here, did not survive the last government change, though momentum continues for a revamped online safety bill (As of publication, Bill C-34 has just been introduced) Bill C-22 is currently under review by the Standing Committee on Public Safety and National Security and may even include a social media ban for minors). AI safety and transparency The strategy commits $50 million to expand the Canadian AI Safety Institute to track emerging AI risks, advance technical research, and conduct transparent evaluations of AI models. It also proposes creating a Canada Trusted AI Certification program to help Canadians identify trustworthy AI products in the marketplace. The government also intends to work on AI transparency initiatives, including tools such as watermarking AI-generated content. Election protection The strategy commits to protecting elections and democratic institutions from AI-enabled misinformation and foreign interference, but does not set out specific regulatory mechanisms or timelines for doing so. Industry and stakeholder reactions The strategy has drawn significant commentary from industry groups, advocacy organizations, opposition parties, and academic commentators. Some stakeholders in the AI sector have welcomed it as a demonstration of what is possible for Canada – in terms of economic growth, support for smaller firms, improved public services, and enhanced research – and have signalled a willingness to partner with government on building trustworthy, values-aligned AI. Open-source and civil society advocates have praised the decision to put openness and technological sovereignty at the centre of the plan, describing it as a significant step toward a more trustworthy AI future that is not dependent on a small number of foreign providers. Some experts have highlighted the absence of clear timelines and key performance indicators as one of the biggest blind spots, noting that Canada is “already late” in delivering the strategy after months of missed deadlines, and that it remains unclear who in government is ultimately accountable for delivering on its commitments. Others have characterized the strategy as ambitious but short on details, calling for strong regulations to safeguard workers, youth, privacy, and energy supply, while observing that every other major industry in Canada, from forestry to banking, is already regulated. Industry voices have noted that while the strategy contains a number of promising ideas, it spreads its priorities broadly and does not yet provide a sufficiently clear roadmap for helping Canadian AI companies grow into globally competitive firms that create and retain economic value in Canada. On the workforce front, despite acknowledging the hard road ahead, the strategy makes no mention of potential layoffs arising from AI adoption and offers no clear plan for supporting displaced workers beyond literacy and skills training (while some labour organizations have expressed appreciation that the federal government is taking AI seriously and engaging proactively with worker concerns, even as they continue to call for stronger regulation, independent oversight, and robust safeguards). The plan does not introduce new regulatory requirements for worker protections, severance guidelines, or retraining mandates for companies that replace workers with AI (though it does expand “support” for employer-led training efforts, including programs intended to help mid-career workers adapt). Instead, the strategy leaves it up to individual organizations to proactively manage their own workforce transitions and reductions. Children’s advocacy groups have raised concerns that the government has prioritized adoption and industry without immediately establishing safeguards, suggesting that the protection of children is taking a back seat to innovation. Professional and standards bodies have reacted cautiously but positively to the focus on “trust” as a guiding principle, while stressing the need for concrete accountability and risk-management mechanisms. On environmental matters, while the strategy references Canada’s cold climate and clean electricity grid, it does not set out specific environmental standards for data centre development. It is also silent on regional emissions concerns, including in Alberta, which accounts for more than 90% of future AI data centre projects and relies on a comparatively high-emissions electricity grid. Finally, the strategy is notably silent on the use of AI in policing and law enforcement contexts, an omission that has drawn criticism given ongoing civil liberties concerns around facial recognition, predictive policing, and automated surveillance technologies. Key takeaways The AI for All strategy represents a significant federal commitment to AI investment, workforce development, and sovereign infrastructure. However, it leaves substantial questions unanswered regarding the content and timing of forthcoming privacy and online harms legislation, the regulatory treatment of large AI companies, the timeline for implementation, mechanisms for governmental accountability, the impact of AI on employment, and environmental safeguards for data centre expansion. For organizations, the key implications are: New legislation is coming, but probably not as a single comprehensive AI bill. AI safeguards will likely be embedded across multiple statutes and through amendments. Organizations may expect overlapping compliance obligations across different instruments.  Privacy standards are converging globally. Combined with the OPC’s assertive enforcement stance, organizations may expect stricter obligations around consent, transparency, and data minimization in AI-driven systems much like in other jurisdictions around the world.  Data residency and sovereignty requirements may follow. The emphasis on sovereign infrastructure and treating data as a “strategic national asset” suggest the potential for new data residency or governance requirements, particularly for organizations relying on foreign cloud or AI services.  Enforcement is not waiting for new legislation. Despite a lack of new legislation, the OPC is actively using existing tools. Organizations are encouraged to ensure their AI governance frameworks, breach reporting mechanisms, and complaint-handling processes are robust under current law.  Monitor closely for legislative introductions. No timetables have been provided. Organizations are encouraged to track parliamentary developments and prepare for consultation processes that may move quickly once bills are tabled. Authors:Ryan BlackMorgan McDonaldMiles SchaffrickSuman Singh For further information, please contact any of the authors.

DLA Piper Partner Alan Sarhan has been appointed Managing Partner of the firm’s Montréal office, reinforcing the firm’s strategic focus in the region and on cross-border regulatory, compliance, and transactional matters in Canada and globally. Sarhan advises Canadian and international clients on complex regulatory, compliance, corporate, and transactional matters. His practice includes cross-border transactions, international trade, economic sanctions, supply chain issues, corporate compliance, and government investigations. Drawing on experience gained in both private practice and in-house leadership roles, he provides practical, business-focused counsel to organizations navigating an increasingly complex global environment. “Alan is a highly regarded leader whose experience sits at the intersection of cross-border transactions, regulatory risk, and global business strategy,” said Russel Drew, the firm’s Canada CEO. “His strong connections and cross-borders perspective position him to further expand our Montréal office and help clients capitalize on opportunities across Canada and in key global markets. Montréal remains a strategic hub within our integrated platform, and Alan’s leadership will be instrumental to our continued success.” DLA Piper Canada offers legal counsel to Canadian and multinational companies with interests in and across Canada. Our integrated approach combines deep local insight with the resources of DLA Piper’s global platform. With offices across the country and access to more than 4,800 lawyers in 40+ countries, our lawyers work seamlessly with colleagues throughout North America and around the world to support clients’ domestic and cross–border needs. About DLA Piper DLA Piper is a global law firm with lawyers located in more than 40 countries throughout the Americas, Europe, the Middle East, Africa, and Asia Pacific, positioning us to help clients with their legal needs around the world. In certain jurisdictions, this information may be considered attorney advertising. dlapiper.com

On May 21, 2026, the Supreme Court of Canada granted leave to appeal in two cases that, while arising in different contexts, both grapple with a fundamental tension in Canadian law: the boundary between private action and state power, and the consequences when that boundary is blurred. In R. v. Pham, the British Columbia Court of Appeal ordered a new trial after finding the trial judge erred in assessing whether courier company employees became “state agents” when they set aside packages at police request. If parties are found to have been “state agents”, their actions become subject to Charter scrutiny since they essentially acted as an extension of the government. In McCormack v. Evans, the Ontario Court of Appeal upheld the admissibility of wiretap evidence, obtained through police deception, at a civil trial, while dismissing claims against officers for malicious prosecution and related torts. Both cases involve police investigative conduct that blurred proper boundaries, enlisting private actors in Pham and misrepresenting sources in McCormack, and raise questions about how such shortcuts affect evidence admissibility. Both will require the Supreme Court to clarify principles at the intersection of Charter rights, police powers, and the distinct objectives of criminal and civil proceedings. The cases also illustrate the divergent treatment of evidence in criminal versus civil proceedings. In Pham, the issue was whether a s. 8 Charter breach had occurred and whether evidence should be excluded under s. 24(2). In McCormack, the Court emphasized that civil trials are governed by different principles, the “pursuit of truth” is paramount, and Charter-based exclusion operates differently where there is no jeopardy or potential loss of liberty. Together, these cases offer a window into how Canadian courts navigate the competing demands of constitutional compliance, truth-seeking, and fair process across different legal domains. R. v. Pham, 2025 BCCA 324 In May 2019, CBSA officers intercepted two packages containing methamphetamine at the Vancouver International Airport, one bearing the appellant’s fingerprint. The packages had been shipped by a courier company in Nanaimo by someone named William McGuire on behalf of a fictitious company. After the RCMP alerted the courier company employees, Mr. McGuire delivered further packages on May 15, 17, and 23, 2019. The employees processed the packages in accordance with their usual procedure but then set them aside for warrantless seizure by the RCMP. The packages were subsequently searched pursuant to a warrant and found to contain multiple kilograms of methamphetamine. On May 23, the RCMP arrested the appellant. Subsequent searches yielded cash, waybills, phones, fentanyl, cocaine, and firearms. The appellant was convicted of ten offences. The trial judge dismissed his s. 8 Charter challenges and declined to exclude the evidence under s. 24(2). On appeal, Mr. Pham argued, among other grounds, that the trial judge erred in finding the courier company employees did not act as “state agents.” Analysis of the British Columbia Court of Appeal Writing for a unanimous Court, Justice DeWitt-Van Oosten held that the trial judge committed reversible error. The Court confirmed the legal test: whether the impugned conduct “would have taken place, in the form and manner in which it did take place, but for the intervention of the state or its agents.” Rather than applying this test, the trial judge asked whether there was anything wrong generally with police “enlisting the assistance of members of the public in the investigation, detection and prevention of crime.” The Court held this was an error of law reviewable on a standard of correctness. The Court also found that the trial judge misapprehended the evidentiary record. The courier company employees testified that the RCMP asked them to notify police if the suspected shipper returned, set aside packages for RCMP retrieval, take photographs, and obtain vehicle licence plate numbers. The employees testified that they took these steps because the police asked them to, that these actions were outside their regular duties, and that, but for the RCMP’s involvement, the packages would have remained in the mail stream. The trial judge’s finding that the employees “were simply going about their normal business” failed to account for this evidence. The Court allowed the appeals and ordered a new trial. On May 21, 2026, the Supreme Court of Canada granted the Crown leave to appeal. The Supreme Court’s consideration of this case may provide further guidance on the test for state agency under s. 8 of the Charter and the circumstances in which police interactions with private actors transform those actors into agents of the state. McCormack v. Evans, 2025 ONCA 767 The appellant, William McCormack, was a plainclothes officer with the Toronto Police Service responsible for Liquor Licence Act enforcement. An organized crime investigation, implicated him in bribery and corruption. The lead investigator, Evans, obtained judicial authorization to intercept the appellant’s private communications based on an affidavit that deliberately misdescribed two individuals as confidential informants (CIs) when they were not. The intercepted communications captured the appellant engaging in highly incriminating conversations about receiving payments and warning bar owners of inspections. The appellant was charged with numerous criminal offences. The corruption charges were stayed for delay under s. 11(b) of the Charter, and the remaining charges were withdrawn by the Crown, who opined that a s. 8 breach would be “inevitable” given the misdescription. The appellant commenced a civil action alleging malicious prosecution, negligent investigation, misfeasance in public office, intentional infliction of emotional distress, and Charter damages. The trial judge dismissed the action, and the appellant appealed. Analysis of the Ontario Court of Appeal On the admissibility of wiretap evidence, the Court held that, absent a judicial determination of invalidity, the wiretap authorization was presumed to be valid. The Crown’s opinion that a s. 8 breach was “inevitable” was a lawyer’s submission, not a judicial finding. Critically, the Court held that even if the evidence would have been excluded at a criminal trial, this would not dictate admissibility in civil proceedings. The Court emphasized that “the analysis of whether or not to exclude evidence for a Charter breach is entirely different in the civil context than in the criminal context.” In criminal proceedings, constitutional principles may override truth-seeking objectives where the state wields coercive power against an individual facing jeopardy and potential loss of liberty. In civil proceedings, the parties do not face such risks. The Charter does not determine admissibility; instead, admissibility is governed by the common law, balancing probative value against prejudicial effect, as informed by Charter values. The Court found the intercepted communications highly probative and their exclusion would have marked “a departure from factual reality, common sense, and the pursuit of justice.” On reasonable and probable grounds, the Court upheld the trial judge’s finding that Evans’ deception did not negate a genuine belief in the appellant’s guilt. The deception related to the status of the sources as confidential informants, not the content of their evidence. The charges were based on the appellant’s own incriminating utterances captured by the wiretap. The Crown’s withdrawal of charges was based on the potential for Charter exclusion, not the unreliability of the investigators’ grounds. The Court dismissed the appellant’s remaining civil claims. Malicious prosecution and negligent investigation failed because the appellant could not establish the absence of reasonable and probable grounds to prosecute him. Misfeasance in public office failed because the respondents were not motivated by animus. Intentional infliction of emotional distress was dismissed because, although Evans’ misdescription was “improper,” the appellant had “not shown that it was calculated to cause harm.” The Charter damages claim failed because the appellant did not establish that the wiretap authorization was invalid. On May 21, 2026, the Supreme Court of Canada granted leave to appeal this decision. The grounds for appeal remain to be seen. Looking ahead: Why these cases matter The simultaneous grants of leave in Pham and McCormack signal the Supreme Court’s interest in clarifying the boundaries of state agency and the consequences of investigative irregularities. While the cases arise in distinct procedural contexts (one criminal, one civil), they share a common thread: police investigative conduct that blurred established boundaries, and the legal implications when that conduct is later scrutinized. In Pham, the Supreme Court will have an opportunity to provide authoritative guidance on the test for state agency under s. 8 of the Charter. The Court of Appeal’s decision reaffirmed the Buhay framework, asking whether the private actor’s conduct would have occurred “in the form and manner in which it did” but for police intervention, while highlighting how easily that test can be misapplied. The Supreme Court’s decision may clarify the threshold at which police requests for assistance transform cooperative citizens into agents of the state. In McCormack, the central issues are the admissibility of evidence obtained through investigative deception and the standard for establishing reasonable and probable grounds. The Court of Appeal held that wiretap evidence remains admissible in civil proceedings, even where the underlying authorization may have been tainted by police misconduct. This reflects a fundamental distinction: in criminal cases, the state wields coercive authority against an individual facing potential loss of liberty, and constitutional rights may override truth-seeking objectives; in civil cases, “pursuit of truth” remains paramount. The Supreme Court’s consideration of this case may further develop the jurisprudence on how Charter values are balanced against truth-seeking objectives outside the criminal context. Together, these cases will shape how police engage with private actors, how courts assess the fruits of those engagements, and how the constitutional protections against unreasonable search and seizure apply across different legal contexts. Practitioners in both criminal and civil litigation should watch these appeals closely.

The Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) has published guidance on the implementation of a new administrative monetary penalties (AMP) framework under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA). While FINTRAC has held the authority to impose AMPs on reporting entities (REs) since December 30, 2008, the new AMP framework significantly enhances FINTRAC’s enforcement toolkit. This framework was enacted by the Strengthening Canada's Immigration System and Borders Act (Bill C-12) and took effect on March 26, 2026. It was introduced alongside other notable amendments to the PCMLTFA and associated Regulations, discussed in our earlier finance alert: Canada implements amendments to the PCMLTFA anti-money laundering and anti-terrorist financing regime. The discussion below provides a more detailed breakdown of the new AMP framework and its practical implications for REs. Transition and implementation At the outset, it is important to emphasize that FINTRAC will continue to assess compliance with the PCMLTFA and associated Regulations using the AMP policy applicable to the period under review. This policy is contingent on whether the period under review falls entirely before or after March 26, 2026. Specifically, where a review period falls entirely before March 26, 2026, FINTRAC will apply the pre-existing AMP policy, including the previous penalty amounts and enforcement processes. Conversely, violations occurring on or after March 26, 2026, are subject to the new AMP framework. To promote regulatory clarity and consistency, FINTRAC has confirmed that each examination will be assessed using a single set of compliance expectations for the entire review period. Key changes to the AMP framework Under the new AMP framework, FINTRAC will have the authority to: define prescribed violations and compliance order violations subject to penalties; apply increased maximum penalty amounts of up to 40 times the current limits; consider the ability to pay as part of the criteria for determining a penalty amount; require mandatory compliance agreements for prescribed violations; and introduce compliance orders as an additional enforcement tool. Increased maximum penalty amounts Under the pre-existing AMP framework, minor violations incur penalties of $1 to $1,000 per violation; serious violations range from $1 to $100,000 per violation; and very serious violations range from $1 to $100,000 per violation for individuals and $1 to $500,000 for entities. The limits apply to each violation individually, and multiple violations may result in a total amount that exceeds these limits. The new AMP framework proposes significantly increased penalties, potentially increasing them up to 40 times the existing limits. Specifically, for prescribed violations, the maximum AMP would increase to $4,000,000 for individuals (up from $100,000) and $20,000,000 for entities (up from $500,000). This framework also introduces penalties for contravention of compliance orders, discussed further below. These penalties can be substantial: for individuals, up to the greater of $5,000,000 or 3% of the individual’s income from domestic and foreign sources, and for entities, up to the greater of $30,000,000 or 3% of the entity’s gross revenue from domestic and foreign sources. Ability to pay as a criterion in determining penalty amounts Notably, the inclusion of “ability to pay” as an explicit criterion in determining penalty amounts marks a shift from the three pre-existing penalty criteria, which focused on: the purpose of the AMPs, which is to encourage compliance, not to punish; the harm done by the violation; and the REs’ history of compliance. Compliance agreements and compliance orders The new AMP framework introduces two key enforcement mechanisms. First, mandatory compliance agreements will be required in all cases where an AMP is imposed for a prescribed violation. REs that commit prescribed violations after March 26, 2026, will be required to enter into these mandatory compliance agreements. Second, compliance orders are introduced as a new enforcement tool, and contravention of a compliance order is designated as a distinct violation under the PCMLTFA. REs may also be subject to compliance orders in addition to any AMP imposed. Existing AMP procedures continue to apply While the new AMP framework enhances FINTRAC's enforcement tools, the core procedural elements of the AMP policy remain broadly intact. An RE subject to an AMP will receive a notice of violation detailing the penalty amount, payment instructions, and information on the right to make written representations to FINTRAC's Director and CEO within 30 days of receipt. If the penalty is paid, the RE is deemed to have committed the specified violations, concluding the process, and FINTRAC will publish the AMP details. Alternatively, REs may request a review by making written representations to the Director and CEO within 30 days of receipt, who will decide on a balance of probabilities whether the violation was committed and may impose the proposed penalty or a lesser amount. REs receiving a decision notice then have 30 days to appeal to the Federal Court of Canada, which holds the authority to confirm, set aside, or change a notice of decision. Conclusion REs must continue to meet all obligations under the PCMLTFA and associated Regulations. With the substantially increased penalty maximums, the introduction of compliance orders, and the mandatory compliance agreement requirement, the consequences of non-compliance have materially increased. FINTRAC is updating its administrative monetary penalties policy to reflect the key changes discussed above, which REs should continue to monitor. The updated policy will include: guidance on compliance agreements and compliance orders; and an updated approach to calculating penalties. If you are concerned that your business may be impacted, contact a member of our Financial Services or Compliance team for assistance.

Bill C-31’s proposed amendments to the Canada Labour Code signal a shift in the regulation of workplace restrictive covenants in Canada. If enacted, the legislation would significantly limit the use of non-compete clauses for federally regulated employers and continue a broader national trend favouring employee mobility and labour market competition. For employers operating in federally regulated industries, including banking, telecommunications, and transportation, the proposed changes could require a reassessment of employment agreements, executive contracts, and post-employment restriction strategies. What Bill C-31 proposes Bill C-31 would amend the Canada Labour Code to broadly prohibit employers from entering into or enforcing non-compete clauses and certain “other employment-related restrictions” that limit an employee’s ability to work for or operate a competing business after the employment relationship ends. The proposed legislation defines “non-compete clause” broadly. Notably, the amendments are designed not only to invalidate traditional non-competes but also to potentially capture other forms of contractual restrictions that may unreasonably impair labour mobility by way of future regulation. The proposed changes also include anti-reprisal protections for employees, prohibiting employers from dismissing, disciplining, demoting, or otherwise disadvantaging employees who refuse to agree to an unlawful non-compete provision. The legislation places the burden on employers to establish that a disputed restriction is permissible under, including whether it falls within one of the permitted categories of exception. Key exceptions to the proposed amendments Although the legislation would dramatically restrict the use of non-compete clauses, it preserves several important exceptions. Senior executive employees: Bill C-31 would also exempt certain high-level executives from the prohibition. The proposed exemptions include chief executive officers and several senior executives who report directly to the CEO, chief financial officers, chief technology officers, and certain other prescribed executive positions. Sale-of-business transactions: The proposed amendments would continue to permit non-compete clauses where a business, undertaking, or operation is sold or transferred and the seller subsequently becomes an employee of the purchaser. This reflects the long-standing principle that purchasers are entitled to protect the goodwill they acquire in commercial transactions. How the federal changes compare with Ontario’s non-compete prohibition Ontario was the first Canadian jurisdiction to prohibit most employment-related non-compete clauses through amendments to the Employment Standards Act, 2000 that came into force in 2021. While the approach being taken at the federal level is similar, there are some key differences that employers should note. First, Bill C-31 appears broader in scope than Ontario’s legislation. In addition to prohibiting traditional non-compete clauses, the federal proposal contemplates restricting additional categories of “other employment-related restrictions” through future regulations where those restrictions are viewed by the Governor in Council as unreasonably limiting employee mobility. Second, while Ontario’s legislation contains similar primary exception categories (sale-of-business transactions and executives), the proposed federal amendments include more detailed executive categories and expressly places the burden on employers to justify the enforceability of any disputed restriction (which is a statutory codification of the common law burden). Third, Bill C-31 includes proposed anti-reprisal protections and transition provisions addressing existing agreements, which would surpass the worker protections found in Ontario’s legislative framework. What federally regulated employers should do now Although the amendments are not yet in force, Bill C-31 provides a clear indication of where this segment of federal legislation is heading. Employers should not wait for final implementation before reviewing their employment agreements for restrictive covenants generally and non-compete clauses specifically. Some practical considerations include: With non-compete clauses likely to be prohibited for most employees, carefully drafted non-solicitation provisions will become the front line of post-employment protection. Employers should ensure that their non-solicitation clauses clearly define the scope of protected relationships (distinguishing between clients the employee personally serviced versus the broader client base), specify reasonable time limitations, and avoid language so broad that a court could characterise the clause as a de facto non-compete. Employers should review whether their long-term incentive plans, restricted share unit agreements, and deferred bonus arrangements include forfeiture-on-competition provisions that may be captured by the broader "other employment-related restrictions". Equity forfeiture clauses that function as economic deterrents to competition will conceivably fall within that scope. The burden now rests with the employer to show that one of the applicable C-Suite exemptions apply. Accordingly, rather than only relying upon the applicable employment agreement, employers should ensure that organisational charts, job descriptions, and reporting lines clearly evidence that the individual holds one of the prescribed positions and reports directly to the CEO. Bill C-31 provides a one-year transition period from the coming-into-force date, after which time existing non-compete clauses will be void. The transition period should be viewed as an opportunity to prioritize renegotiating agreements with employees in roles where knowledge protection is most critical. Any new agreements will, of course, likely require fresh consideration for signing the new agreement. DLA Piper will be closely monitoring the development of Bill C-31 and will provide updates as they become public.

Written by:Amy PressmanFrançois TremblayMiles Schaffrick On June 11, 2026, Québec’s National Assembly passed Bill 9, An Act to prevent the harmful effects of energy drinks on the health of young people (collectively, the Bill and the Act), making Québec the first jurisdiction in North America to restrict access to energy drinks by age. The legislation, which received Royal Assent the same day, prohibits the sale of energy drinks to anyone under 16 and will come into force six months after assent. The bill was introduced on June 5, 2026, and moved through the legislative process on an expedited basis, passing through introduction, committee consultations, clause-by-clause study, report stage, and final adoption within six sitting days. It received near-unanimous support at every stage. The legislation has been informally dubbed the “Zachary Miron Act,” after a 15-year-old who died in 2024 after consuming a can of Red Bull in combination with ADHD medication. Overview of key provisions Definition of energy drinks The Act defines an energy drink as a beverage with a caffeine concentration of 150 milligrams per litre or more that contains other ingredients such as taurine, vitamins, or minerals. As of this date, no draft regulations have been published. Coffee, tea, and natural health products regulated under the federal Food and Drugs Act are excluded from the definition, though the government retains regulatory authority to specify additional products or classes of products that are or are not considered energy drinks. Age-based restrictions The legislation prohibits the sale of energy drinks to persons under 16. It also prohibits the sale of energy drinks to a person 16 or older where the vendor knows the purchase is being made on behalf of a minor. Persons under 16 are themselves prohibited from purchasing energy drinks for themselves or others and from misrepresenting their age to do so. Vendors and their employees may require purchasers to produce government-issued photo identification showing name and date of birth, and must refuse the sale if the identification produced cannot prove the purchaser’s identity. The provision of energy drinks at no cost is also treated as a sale under the Act, meaning that the age-based restrictions and verification requirements apply to free distribution. Online and vending machine sales The Act prohibits the sale of energy drinks other than in the physical presence of the vendor or an employee of the vendor and the purchaser, except in circumstances provided for, and in compliance with Government regulation. This could effectively ban online sales and vending machine sales of energy drinks to all consumers. That said, the provisions governing online and vending machine sales will not come into force until the first regulation under this section is made, and no draft regulations have been published as of this date, meaning there is currently no fixed date for this aspect of the legislation. Inspection and enforcement Compliance inspections lie with Santé Québec. Inspectors may conduct compliance tests, including the use of underage persons acting as test purchasers. Inspectors may also require persons present at or leaving premises where energy drinks are sold to produce proof of age, provided the inspector has a reasonable belief that the person purchased an energy drink. Penalties The fine structure is tiered:   Offender Fine Person under 16 who purchases for self or another, sells, or misrepresents age $100 Adult (non-merchant) who sells to a minor or sells online/via vending machine $500 – $1,500 Merchant (natural person) $2,500 – $25,000 Merchant (corporation) $5,000 – $62,500 All minimum and maximum fines are doubled for subsequent offences. A due diligence defence is available: no penalty may be imposed on a defendant who demonstrates that a reasonable effort was made to verify the purchaser’s age and that there were reasonable grounds to believe the person was 16 or over. Obstruction of inspectors or investigators is subject to the same fine ranges applicable to merchants. Mandatory review The Minister of Health must publish a follow-up report within two years of coming into force and assess the appropriateness of maintaining or modifying the Act’s provisions within three years. Parliamentary debate Health Minister Bélanger described the bill as the product of a transpartisan effort, noting that it built on the work of the Québec Advisory Committee on Energy Drinks. She emphasized that energy drinks are easily accessible, frequently confused with conventional sugary beverages, and marketed aggressively to young people. She also announced the creation of a working group, comprising representatives from industry, the retail sector, and public health, to accompany the Act’s implementation and to be consulted before any regulatory amendments. Industry response The Canadian Beverage Association argues the process of enacting the Act “precluded meaningful factual, scientific, and medical analysis,” introduces a definition of energy drinks inconsistent with Health Canada’s federal regulatory framework, creates confusion for consumers and enforcement authorities, and imposes restrictions that are “disproportionate and disconnected from the demonstrated level of risk.” The Canadian Beverage Association further pointed out that experts from the INSPQ, the Ordre des pharmaciens du Québec, and the Association des cardiologues du Québec testified that energy drink consumption among Québec adolescents is low and that the scientific evidence does not demonstrate a causal link between energy drinks and health harm, including in the context of use with medication. It should be noted that energy drinks are already subject to regulation by Health Canada. The Canadian Federal Regulations Amending the Food and Drug Regulations and the Cannabis Regulations (Supplemented Foods) (the Supplemented Foods Regulations) apply to supplemented foods in Québec, including energy drinks. The Supplemented Foods Regulations restrict the amount of caffeine in energy drinks from all sources to a total of 180 mg per serving and contain mandatory labelling and prescribed cautionary statement requirements. Notably, caffeinated energy shots are regulated by the Natural Health Products Regulations and are already age-restricted in Canada. Key takeaways and practical implications Québec is the first province to impose age-based restrictions on the sale of energy drinks. For businesses, the key practical implications are: The sale restrictions take effect in six months: Retailers, restaurants, convenience stores, and any business selling energy drinks in Québec must implement age verification procedures and train staff before the coming-into-force date. Online and vending machine sales are contemplated: The prohibition on non-in-person sales applies to all purchasers and will come into force upon the making of the first government regulation under that section. Businesses operating in e-commerce or using vending machines to sell energy drinks should monitor the regulatory process closely. The definition of “energy drink” may expand: The government retains broad regulatory authority to designate additional products, or classes of products, as energy drinks. The government may also specifically exclude certain products from this definition. Businesses in adjacent product categories should be alert to future regulatory developments. Federal-provincial tensions may emerge: Industry groups have argued that the Act’s definition diverges from Health Canada’s existing regulatory framework for energy drinks, which could create compliance complexity for national manufacturers and distributors operating across jurisdictions. A mandatory legislative review is built in: The Minister must publish a follow-up report within two years and assess the Act’s provisions within three years. Stakeholders may contribute to the review by preparing evidence on the legislation’s practical effects, enforcement challenges, and any unintended consequences. For further information, please contact any of the authors.