Shareholders’ Agreements: Tag-Along and Drag-Along Clauses

In a previous article, Why Use a Shareholders’ Agreement?, we briefly mentioned drag-along rights as a common way that shareholders can maintain a certain level of control over business decisions. We invite you to read more about tag-along and drag-along clauses, courtesy of Jose Luis Por Cobo Aragoneses of ILP Abogados. https://www.ilpabogados.com/en/tag-along-and-drag-along-clauses/

By |2020-10-30T10:58:14-04:00October 30, 2020|Articles, Business Law|

The Appeal of H.M.B. Holdings Ltd. v. Antigua and Barbuda: Reloading “Ricochet Judgments”

Introduction On January 9, 2020, the Ontario Court of Appeal released its judgment dismissing the appeal of an order in the case of H.M.B. Holdings Ltd. v. Antigua and Barbuda (Attorney General), [2020] O.J. No. 69. This affirmed the lower court’s decision, which refused to register a judgment of the British Columbia Supreme Court recognizing [...]

By |2020-06-26T15:40:34-04:00June 26, 2020|Articles, International Law, Martin Aquilina, Uncategorised|

Nevsun Resources Ltd. v. Araya and Customary International Law: the Phoenix Reborn in Canada

Introduction On February 28, 2020, the Supreme Court of Canada released a judgment dismissing a motion to strike pleadings in the judicial saga of Nevsun Resources Ltd. v. Araya, a case relating to alleged violations of the human rights of three Eritrean miners by Nevsun Resources Ltd. (“Nevsun”) through the actions of entities controlled by [...]

By |2020-06-26T10:44:41-04:00June 26, 2020|Articles, International Law, Martin Aquilina, Uncategorised|

How to Avoid and Refute CRA Gross Negligence Penalties

Dean Blachford, Tax Litigation Lawyer Alexander Krush, Articling Student What are Gross Negligence Penalties? When the CRA conducts an audit and believes that the taxpayer intentionally under-reported their taxes, they will assess the taxpayer a gross negligence penalty. The financial impact of these penalties can be staggering. For income tax, the gross negligence penalty equals [...]

By |2020-04-09T13:48:56-04:00April 9, 2020|Articles, Dean Blachford, Tax Litigation, Uncategorised|

When Making Business Decisions in Response to COVID-19, Factor in CRA’s Collections Powers

In the midst of the COVID-19 pandemic, business owners are having to make incredibly difficult decisions about how they allocate their precious financial resources. In order that business owners can make informed decisions that are in the best long-term interest of themselves and their families, it is critical that they fully understand the extent of [...]

By |2020-04-01T16:06:54-04:00April 1, 2020|Articles, Dean Blachford, Tax Litigation|

Safe Food for Canadians Regulations: Foreign Exports into Canada

The Safe Food for Canadians Act (the “SFCA”) and the Safe Food for Canadians Regulations (the “SFCR”) came into force on January 15, 2019. Together, they create a framework of standards and requirements to ensure that food imported into Canada is safe.[1] These standards and requirements apply to all persons, including foreign food businesses, that [...]

By |2020-03-18T14:32:13-04:00March 18, 2020|Articles, International Law, Martin Aquilina|

The European Commission’s Proposals for CETA’s Investment Court System

On October 30, 2016, Canada, the European Union (EU), and the EU’s member states (Member States) signed the Comprehensive Economic and Trade Agreement, or CETA.  The Investor Court System (ICS) regime of CETA’s Chapter Eight will ideally settle dispute between foreign investors and Member States or Canada. In the meantime, the envisioned ICS system has [...]

By |2020-03-20T11:35:24-04:00March 4, 2020|Articles, International Law, Martin Aquilina|

Immunity from Seizure for Foreign Art – Update

[This article is an update to our last article, “Art Law: Immunity from Seizure for Foreign Art in Canada” available here. Canadian museums, art galleries and other cultural or educational institutes rely on the provincial government for the protection against seizure of international works of art and cultural objects. This sort of immunity from seizure [...]

By |2020-07-22T09:20:01-04:00March 4, 2020|Articles, International Law, Martin Aquilina|

The Voluntary Disclosure Program: What You Need to Know

The Voluntary Disclosure Program (“VDP”) allows taxpayers to disclose incomplete or inaccurate information regarding their previous income tax filings in exchange for relief from criminal prosecution, penalties and interest. While the taxpayer is still left paying the tax, they can save significant amounts of penalties and interest, while relieving themselves of the stress of being [...]

By |2020-07-22T09:55:49-04:00February 19, 2020|Articles, Dean Blachford|

Importing and Exporting of Foreign Food in Canada: The New Standards and Requirements

The Canadian Food Inspection Agency (the “CFIA”) is the entity responsible for food regulation, animal and plant health and safety in Canada. The existing food control system was however developed prior to the creation of the CFIA, at a time where food technology was less evolved and supply chains were simple. As food technology has [...]

By |2020-07-22T09:07:11-04:00December 12, 2019|Articles, International Law, Martin Aquilina|

Pure Economic Loss and the Concept of Premature Commercialization in Darmar Farms Inc. v. Syngenta Canada Inc.

Pure Economic Loss in Canada The concept of pure economic loss refers to the loss suffered by an individual, other than loss stemming from physical injury or damage to property. Common law jurisdictions have long struggled with assessing pure economic loss stemming from negligence claims. Canada diverged from English law in the Supreme Court of [...]

By |2020-03-18T12:25:54-04:00December 12, 2019|Articles, International Law, Martin Aquilina|

R.S. v. P.R.: Addressing Lis Alibi Pendens in Québec

Introduction International lis alibi pendens (“lis pendens”) applies to proceedings in two different jurisdictions that involve the same cause of action between the same parties. A party in such a situation may contest the jurisdiction of the second seized court thereby causing the court to halt the proceedings before it. The purpose behind lis pendens [...]

By |2020-03-18T12:26:47-04:00December 12, 2019|Articles, Hugues Boisvert, International Law|

The Compatibility of CETA’s Investor Court System with European Union Law: Reconciling Achmea

Overview of CETA and the Impugned Provisions On October 30, 2016, Canada, the European Union (the “EU”), and the EU’s member states (the “Member States”) signed the Comprehensive Economic and Trade Agreement, or CETA.[i] CETA’s overarching goal is to facilitate trade between Canada and Europe by eliminating tariffs, harmonizing regulation systems, protecting geographically indicated product [...]

By |2020-03-18T12:41:14-04:00December 12, 2019|Articles, International Law, Martin Aquilina|

The Enforceability of Foreign Trademark Decisions in Canada

The recent Ontario Superior Court of Justice’s (“ONSC”) decision Dead End Survival, LLC v. Marhasin[1] lifts all doubt regarding the enforceability of foreign courts’ trademark decisions in Canada. Dead End Survival, LLC, a Michigan-based manufacturer of survival gear, sought to enforce in Canada a judgment of the Georgia District Court against Mr. Georgi Marhasin. The [...]

By |2020-07-22T09:21:10-04:00December 12, 2019|Articles, International Law, Martin Aquilina|

H.M.B. Holdings Ltd. v. Antigua and Barbuda: The Enforcement of Foreign “Ricochet Judgments” in Canada

Introduction to Reciprocal Enforcement of Judgments in Canada In Canada, the enforcement of foreign judgments constitutionally falls within the jurisdiction of the provinces. As such, the procedures and requirements to obtain recognition of foreign judgments in Canada are not uniform throughout the country.  While it has possible to have judgments recognized though the rules of [...]

By |2019-12-12T13:56:29-05:00December 12, 2019|Articles, International Law, Martin Aquilina|

Caveat Venditor: Exporting Cultural Property from Canada Is Not as Simple as It Seems

The recent and unprecedented decision in Canada (Attorney General) v. Heffel Gallery Limited [1] brings clarity to the interpretation of the Cultural Property Export and Import Act [2] (the “CPEIA”) and the concepts of “outstanding significance” and “national importance” that are at the core of this legislation[3]. In Heffel, the Federal Court of Appeal [4] [...]

By |2019-09-04T13:44:24-04:00June 13, 2019|Articles, International Law, Martin Aquilina|

Canadian Trademark Law to Implement Guidelines of The Madrid Protocol

Canada has been actively involved in the negotiation and ratification of several international treaties with trading partners worldwide. Many of these agreements – such as the Madrid Protocol, the Transpacific Partnership, and CETA – touch upon intellectual property regulations such as registrations and application for protection of intellectual property like trademarks, geographic indication, and traditional [...]

By |2019-09-04T13:44:24-04:00June 12, 2019|Articles, International Law, Martin Aquilina|

Canadian Transborder Dataflows

The Office of the Privacy Commissioner of Canada (the “OPC”) has recently launched a consultation on transborder data flows under the Personal Information Protection and Electronic Documents Act (“PIPEDA”).  PIPEDA is a federal law of Canada that regulates how individuals’ personal information should be collected, used, and disclosed in commercial transactions. It is restricted to [...]

By |2019-09-04T13:44:24-04:00June 12, 2019|Articles, International Law, Martin Aquilina|

Buying or Selling a Dental Practice – Here are Some Things to Consider

Hugues Boisvert, Founder & CEO, Business Lawyer Claudia Lach, Summer Student Are you considering stepping out of the dental industry after many long years of practice? Or are you looking to purchase an established dental practice with lifelong clients to jump start your dental career? If so, there are many things that you should consider [...]

By |2020-07-22T09:12:38-04:00June 11, 2019|Articles, Business Law, Hugues Boisvert|

Shotgun Clauses in Shareholders’ Agreements: What are They and How Do They Work?

If you are purchasing shares in a company, or if you are already a shareholder and are considering implementing a shareholders’ agreement to govern your company, one of the most important provisions you will want to consider is the buy-sell or “shotgun” clause. A shotgun clause provides an important lever to be used in the [...]

By |2019-09-04T13:44:26-04:00April 29, 2019|Articles, Business Law, Hugues Boisvert|

When to Incorporate your Business

Choosing whether or not to incorporate your company is an important decision that can have far-reaching consequences for you and your business. There are a number of benefits to incorporation and ultimately, once a company has reached a certain stage of its lifecycle, it does makes sense to incorporate. However, if you rush into incorporation […]

By |2019-06-28T14:41:57-04:00March 25, 2019|Articles, Business Law, Hugues Boisvert|

What is an Indemnity and How is it Different from a Right to Sue?

A fundamental role of many contracts is to set out the terms and conditions on which an ongoing relationship between two parties will be governed. For instance, this is the case in contracts between lenders and borrowers, suppliers and distributors, and even employees and employers. It is very common, at one point or another in […]

By |2019-09-30T15:59:37-04:00March 18, 2019|Articles, Business Law, Hugues Boisvert|

What to Include in a Commercial Sales Contract to Protect Yourself and Prevent Disputes in the Future

Many disputes between businesses are caused because the parties involved did not use proper written contracts when doing business. This is understandable, as many companies don’t want to use overly long or complex contracts for fear of scaring away customers. But a good contract does not need to be long or full of legal jargon. […]

By |2019-05-20T05:30:40-04:00March 4, 2019|Articles, International Law, Martin Aquilina|

What is a PPSA Registration in Ontario and How Does it Work?

Often, when obtaining a loan from a bank or other lender, the lender will insist on taking “security” and “registering a lien” under the Personal Property Security Act (Ontario), or “PPSA”. These terms can be very confusing as they are often misused or confused with other concepts, even by the persons and companies that are […]

By |2020-07-22T09:02:03-04:00February 27, 2019|Articles, Business Law, Hugues Boisvert|

Why You Should Consider a Professional Corporation for your Practice

We have written before about the benefits and drawbacks of incorporating versus doing business as a sole practitioner. But in certain industries, the choice is not quite as simple as that. For specific professionals operating in regulated industries, such as doctors, dentists, veterinarians, lawyers, architects, engineers and accountants, incorporation can only be accomplished through a […]

By |2020-07-22T09:17:47-04:00February 21, 2019|Articles, Business Law, Hugues Boisvert|

Corporations Canada is considering a proposal to increase certain filing fees

Hugues Boisvert, Business Lawyer Brian Benford, Legal Intern Introduction Corporations Canada is considering a proposal to amend the Canada Business Corporations Act (“CBCA”), Canada Cooperatives Act (“Coop Act”), and the Canada Not-for-Profit Corporations Act (“NFPA”). The proposed changes will affect the service filing fees for online and non-online filings, which are described as anything other […]

By |2019-05-20T05:39:43-04:00February 8, 2019|Articles, Business Law, Hugues Boisvert|

Corporate Transparency and the Changes Introduced by Bill C-86

Martin Aquilina, International Business Lawyer Brian Benford, Legal Intern Introduction The Federal Minister of Finance recently introduced Bill C-86, Budget Implementation Act, 2018, No 2. Amongst other amendments outside of the scope of this article, Bill C-86 makes important changes to the Canada Business Corporations Act (the “Act”) in relation to corporate transparency. These changes […]

By |2019-05-20T05:42:59-04:00February 1, 2019|Articles, International Law, Martin Aquilina|

Art Law: Immunity from Seizure for Foreign Art in Canada

Martin Aquilina, International Business Lawyer Marcela Souki, Articling Student Many countries grant immunity from seizure to artistic and cultural objects while they are on loan from foreign jurisdictions. The immunity is desirable because it operates as a safeguard to the lending institution that its artwork will not be seized while it’s abroad and thus perhaps […]

By |2020-07-22T09:19:37-04:00January 25, 2019|Articles, International Law, Martin Aquilina|

What Are the Offshore Investment Fund Property Rules and What Do They Mean for You?

By Dean Blachford, Tax Litigation Lawyer and Robert Barnes, Law Student Thousands of Canadians invest in Offshore Investment Fund Property (OIFP) every year. There are many legitimate reasons why Canadian individuals and corporations may want to invest offshore. Higher ROI, added security, and diversification are just some of the most common reasons. There is nothing […]

By |2020-07-22T09:13:17-04:00January 14, 2019|Articles, Dean Blachford, Tax Litigation|

Nori Holdings Ltd v Bank Otkritie Financial Corporation: Another Loss for Arbitration in the EU

The Brussels I Regulation was adopted by the European Union in 2000 in order to minimize the impact of differences between national rules governing jurisdiction[1] and facilitate the recognition and enforcement of judgments in civil and commercial matters across the EU.  The Recast Regulation[2], adopted 12 years later, was enacted in order to clarify certain […]

By |2020-03-18T11:48:35-04:00January 8, 2019|Articles, International Law, Martin Aquilina|

Restrictive Covenants in the Sale of a Business

It has almost become common knowledge that restrictive covenants are not looked-upon kindly by the courts and tend not to be valid or enforceable. Courts consider it contrary to public policy to enforce restrictive covenants because they put an improper restraint on business. But, not all restrictive covenants are created (or treated) equally. Depending on […]

By |2020-03-18T11:55:27-04:00December 14, 2018|Articles, Business Law, Hugues Boisvert|

Franchising in Ontario: The Difference between a Franchise Agreement and a Franchise Disclosure Document

A franchise disclosure document and the franchise agreement are the backbone of the franchising relationship between the owner of the franchise (franchisor) and the potential buyer of the franchise (franchisee). The franchise disclosure document is a legally required document that the franchisor must provide to the prospective franchisee before the signing of the franchise agreement. […]

By |2019-05-20T05:54:58-04:00November 26, 2018|Articles, Business Law, Hugues Boisvert|

Three Clauses to Include in Your Written Employment Contract

Searching for a new employee can be a long process. But it doesn’t stop once the employer has found the perfect candidate. Once the employer has decided to hire, the next step should include getting the new employee to sign a written employment contract. A written employment contract is important because it safeguards employers from […]

By |2019-05-20T06:00:45-04:00November 20, 2018|Articles, Business Law, Hugues Boisvert|

What is an NDA and is it really enforceable?

When entering a business negotiation, remember to discuss non-disclosure agreements (NDAs). An NDA, also known as a confidentiality agreement, is a legal obligation preventing parties from sharing information exchanged. A properly drafted NDA is a valuable tool to business owners because it protects sensitive information. If one party shares the information to the public, the […]

By |2020-07-22T09:06:31-04:00November 6, 2018|Articles, Business Law, Hugues Boisvert|

UBO Register: The New Rules You Need to Know for Belgian Subsidiaries

Martin Aquilina, International Business Lawyer The Ultimate Beneficial Owner Register (the “UBO Register”) is a mandatory registration system in the European Union (the “EU”) directed to all individuals who have formal or effective control over an European corporation, company, association, trust, foundation or non-profit organization. This is a initiative brought by EU Directive 2015/84 in […]

By |2019-05-20T06:04:43-04:00November 1, 2018|Articles, International Law, Martin Aquilina|

Before You Sue: Think of the Damages

Time and time again we are approached by clients who have entered into a contract, had their contract breached in one way or another, and want to sue the other party. There are many reasons that compel people to sue. Money is most often a motivating factor, but other factors often complement or eclipse monetary […]

By |2019-05-20T06:08:24-04:00October 30, 2018|Articles, Business Law|

Are You in a Partnership Without Knowing It?

Take These Steps to Help Prevent This from Happening to You There are many advantages to operating business as a sole proprietorship as opposed to a corporation, particularly when the business is at an early stage of its lifecycle. But this doesn’t change the fact that even sole proprietors need help to run their businesses. […]

By |2019-05-20T06:15:03-04:00October 22, 2018|Articles, Business Law|

Free Trade: A Comparison Between Canadian and European Law

Martin Aquilina, International Business Lawyer Marcela Souki, Student-at-Law In the recent case R v. Comeau,[1] the Supreme Court of Canada (“SCC”) reaffirmed its commitment to upholding provincial legislation that limits the movement of goods between Canadian provinces. In Comeau, a resident of New Brunswick, Mr. Comeau, crossed the bridge to Quebec and bought a significant […]

By |2019-05-20T06:17:21-04:00October 19, 2018|Articles, International Law, Martin Aquilina|

General and Limited Partners in Partnerships

Why Are There Different Types of Partners in a Limited Partnership? A Limited Liability Partnership is one of the most commonly used business structures. It is comparable with corporations in its potential uses, and often individuals that are looking at starting a company will be choosing between a corporation and a limited partnership because they […]

By |2019-05-20T06:20:12-04:00October 15, 2018|Articles, Business Law|

The Tax Pitfalls of Shareholder Loans, and How to Avoid Them

Dean Blachford, Tax Litigation Lawyer Valentine Gurfinkel, Student-at-Law Shareholder loans—loans given by a corporation to its shareholders—are a common business practice. It is often a perk shareholders receive for investing in the company. It is also a common way for business owners to extract money from their corporation. However, under the Income Tax Act (ITA) […]

By |2020-07-22T09:04:33-04:00October 8, 2018|Articles, Dean Blachford, Tax Litigation|

Allocating Risks By Limiting Indemnification In Private M&A Transactions

Martin Aquilina, International Business Lawyer Marcela Souki, Student-At-Law Caps and baskets are important risk allocation tools available to both sellers and buyers in merger and acquisition (“M&A”) transactions. These tools limit indemnification provisions and restrict the indemnification amount payable in claims for losses. When drafting an agreement relating to the transfer of a business, it […]

By |2019-05-20T06:25:56-04:00October 4, 2018|Articles, International Law, Martin Aquilina|

Why Use a Shareholders’ Agreement?

Any company with more than one shareholder should give some thought to whether or not they should implement a unanimous shareholders’ agreement (a “USA”). USAs give shareholders the flexibility to set out exactly how a corporation will be structured, how decisions will be made and how disputes will be resolved, among many other things. Generally […]

By |2019-05-20T06:31:44-04:00September 17, 2018|Articles, Business Law|

The Different Ways Goods and Services Are Taxed in Canada and What It Means for Your Business

Dean Blachford, Tax Litigation Lawyer Valentine Gurfinkel, Student-at-law For tax purposes, goods and services bought and sold in Canada fall into three categories: Taxable supply, Exempt supply and Zero-rated supply. The type of supply a business sells profoundly affects its tax liabilities and benefits. Too many businesses run into trouble with the Canada Revenue Agency […]

By |2019-05-20T06:35:18-04:00September 10, 2018|Articles, Dean Blachford, Tax Litigation|

Who Can Be Held Liable for a Corporation’s Mistakes and What Can You Do About It?

One of the main reasons that people incorporate their businesses is to shield themselves (and their partners and investors) from personal liability. And although the corporate structure does allow businesses owners to avoid liability in most circumstances, there are ways in which people within the corporation can be held personally liable when they do not […]

By |2020-03-18T11:59:16-04:00September 4, 2018|Articles, Business Law|

Demonstrating Due Diligence

Dean Blachford, Tax Litigation Lawyer Karen Cheung, Law Student Canada’s tax laws allow the CRA to hold directors personally liable for their corporation’s source deductions, non-resident withholdings and GST/HST debts. This is known as “directors’ liability”. But directors may be able to shield themselves from this personal liability using the “due diligence defence”. This article […]

By |2020-04-02T09:48:22-04:00August 27, 2018|Articles, Dean Blachford, Tax Litigation|