There are several clauses in M&A contracts where the parties attempt to manage the risks associated with unanticipated future change.

On July 31, 2024, the Supreme Court released its decision in Poonian v. British Columbia (Securities Commission),[1] addressing the question whether fines...

The recent unanimous decision of the United States Supreme Court in MacQuarie Infrastructure Corporation et al. v. Moab Partners, L.P. et. al (2024) 144 S.Ct. 885 highlights...

One area often overlooked during the evaluation and purchase of a target company is tax due diligence.

In the context of merger and acquisition (M&A) transactions, buyers and sellers are always looking for ways to ensure that they each receive full value.

Solicitor-client privilege is a well-established concept in Canadian law that broadly functions to protect communications between a lawyer and their client.

In the current economic climate, many businesses will face the argument that contracts they rely on could not be performed because of disruptions caused by COVID-19.

Purchase and sale agreements often contain restrictive covenants that limit a party's activities following the completion of the transaction.

In Canada, persons who are suspected of having engaged in fraudulent activity relating to the capital markets may be prosecuted and sanctioned in a variety of ways.

On March 20, 2018, the Ontario Securities Commission (OSC) published its Seniors Strategy, the purpose of which is to outline initiatives that the OSC is pursuing in relation to older individuals, ...

On July 14, 2016 the Ontario Securities Commission launched the Office of the Whistleblower, which administers the Whistleblower Program, the first paid whistleblower program by a securities regulator in Canada.

The Canadian Securities Administrators (the "CSA") is an umbrella organization of 10 provincial and 3 territorial securities regulators in Canada, which includes the Ontario Securities Commission

This article provides key Program updates that have occurred since February 2018 and our views on the potential challenges faced by the Program in evaluating its success.

When Is "Close" Close Enough? Assessing The Availability Of The Family, Friends And Business Associates Prospectus Exemption

A recent Ontario Court of Appeal decision has arguably expanded the scope of a company's liability for the actions of those who control it.

An Ontario court has dismissed a class member's motion to opt out of a class action after the deadline expired and a settlement was negotiated, reinforcing the finality of court-ordered opt-out deadlines. The decision examines whether the Johnson test applies to class members whose damages had not yet manifested at the opt-out deadline, and whether a settlement in principle constitutes sufficient prejudice to deny a late opt-out request.

In the recent decision of C.M. Callow Inc. v. Zollinger, the Supreme Court of Canada clarified the scope of the duty of honest contractual performance, as recognized by the Court in Bhasin v. Hrynew over six years ago.

Purchase and sale agreements almost invariably contain representations and warranties given the inherent knowledge imbalance between the parties.

For registered firms and individuals operating in Ontario's capital markets, an OSC compliance review is an inevitable part of doing business.

The Ontario Superior Court's decision in Silva v Royal Bank of Canada examines whether regulatory compliance concerns and policy violations automatically justify dismissal for cause. When RBC terminated a long-serving financial planner following an investigation into client transactions and compliance practices, the Court scrutinized not only the alleged misconduct but also the fairness of the investigation and the substantial impact of regulatory reporting on the employee's future career prospects.