Log in or register
Share on LinkedInShare on LinkedIn

ARTICLE · 20 MAY 2020

COVID-19 Financial Services Update: Perfection By Control

Miller Thomson
Miller Thomson
Contributor

Miller Thomson

Miller Thomson LLP ("Miller Thomson") is a national business law firm with approximately 500...

View firm profile
Explore more from Miller Thomson

Our prior Financial Services Updates have focused on proactive and defensive measures that both lenders and borrowers can take in light of the economic hardships brought on by the COVID-19 pandemic.

CanadaFinance and Banking
Amanda Plastina
Amanda Plastina
Rebecca Jennings
Rebecca Jennings
Kenneth R. Rosenstein
Kenneth R. Rosenstein
Author LinkedIn connections

Our prior Financial Services Updates have focused on proactive and defensive measures that both lenders and borrowers can take in light of the economic hardships brought on by the COVID-19 pandemic. This week we focus on a practical consideration that borrowers are encountering in connection with financing transactions: the inability to deliver original share certificates on closing, and the implications this has on borrower's counsel to provide a perfection by control opinion to the lender.

What is a Perfection by Control Opinion?

Often in secured financings, a borrower (among others) will pledge the equity interests it owns to the lender as a form of collateral. Ontario's Personal Property Security Act (the "PPSA") requires that security interests be perfected in order for a lender to obtain priority over other creditors in respect of any such interest, and a security interest in pledged equity may be perfected by registration or by control pursuant to the Securit

We operate a free-to-view policy, asking only that you register in order to read all of our content. Please login or register to view the rest of this article.

Register for freeORLog in

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

View source

Related Articles

Legal Intelligence Newsletters: sign up for the latest legal and regulatory news on your chosen topics

Read more about

Related Comparative Guides

See more popular content from

Article

A New Structure Enters The Ring: CIRO’s Incorporated Approved Person Compensation Proposal

The Canadian Investment Regulatory Organization’s (CIRO) proposed Incorporated Approved Person model could materially change how client-facing advisors structure their businesses and receive compensation with significant impacts to sponsoring firms. The proposed rule amendments, published on July 9, 2026, would introduce a harmonized incorporated compensation option for client-facing Approved Persons across CIRO regulated dealers. Comments are due November 6, 2026.
CanadaFinance and Banking
Borden Ladner Gervais LLP
Borden Ladner Gervais LLP
Article

Canada’s Revised AML Framework: Sweeping Penalties And Compliance Requirements

Bill C-12 has fundamentally transformed Canada's anti-money laundering framework by introducing penalties up to forty times higher than previous levels and expanding compliance obligations across the financial sector. The legislation now requires all reporting entities to enroll with FINTRAC and maintain "reasonably designed, risk-based and effective" compliance programs, while imposing cumulative maximum penalties that can reach 3% of global revenue.
CanadaFinance and Banking
Miller Thomson
Miller Thomson
Article

The Q3 2026 PE Briefing

The Canadian private equity landscape navigates a transition period marked by prolonged market volatility and stalled exit activity, yet demonstrates resilience through strategic investments in high-growth sectors. Q3 2026 analysis reveals how larger commitments, power and utilities investments, evergreen fund expansion, and healthcare sector dynamics are shaping the market amid escalating trade tensions and evolving investor strategies.
CanadaFinance and Banking
Bennett Jones LLP
Bennett Jones LLP
Article

Quebec’s New Truck Licence Transfer Rules: What Ontario Carriers Need To Do Now

Ontario commercial truck drivers with less than two years of heavy-truck experience must now pass a practical road test administered by Quebec's SAAQ before transferring their licence to operate heavy vehicles in the province. This new requirement follows fatal collisions and an Ontario Auditor General audit that exposed significant gaps in training standards and provider oversight. Carriers operating across the border need to factor these requirements into workforce planning, recruitment timelines, and dis
CanadaTransport
Miller Thomson
Miller Thomson
Article

Nouvelles règles québécoises sur l’échange des permis de conduire de véhicules lourds : quelles sont les mesures à prendre par les transporteurs ontariens

Ontario truck drivers with less than two years of commercial heavy vehicle experience must now pass a practical road test administered by Quebec's SAAQ before exchanging their license to drive commercial heavy vehicles in the province. This new requirement follows a series of collisions involving heavy trucks in Quebec and a May 2026 audit revealing significant gaps in Ontario's training standards and oversight of providers. Carriers operating across the Ontario-Quebec border must now factor these requireme
CanadaTransport
Miller Thomson
Miller Thomson
Article

Canada’s Revised AML Framework: Sweeping Penalties And Compliance Requirements

Bill C-12 has fundamentally transformed Canada's anti-money laundering framework by introducing penalties up to forty times higher than previous levels and expanding compliance obligations across the financial sector. The legislation now requires all reporting entities to enroll with FINTRAC and maintain "reasonably designed, risk-based and effective" compliance programs, while imposing cumulative maximum penalties that can reach 3% of global revenue.
CanadaFinance and Banking
Miller Thomson
Miller Thomson
Article

Privacy, Data Protection, And Cybersecurity: What Foreign Companies Must Consider Before Entering The Canadian Market

Foreign companies entering Canada often assume their existing privacy programs designed for GDPR or CCPA compliance can simply extend to Canadian operations, but Canada's legal requirements demand targeted modifications. This comprehensive guide examines Canada's private sector privacy legislation, breach reporting obligations, AI governance expectations, and anti-spam regulations that businesses must navigate before launching in the Canadian market.
CanadaPrivacy
Miller Thomson
Miller Thomson