On June 28, 2017, the Supreme Court of Canada released its long-awaited decision in the case of Google Inc. v. Equustek Solutions Inc. The case is important as it affirms the authority of Canadian courts to issue worldwide injunctions against companies operating online, greatly expanding the power of Canadian courts in the process. However, by […]

Our fourth and final entry in this series of articles addresses knowledge scrapes, what they are, how they differ from materiality scrapes and how they can be best put to use in M&A transactions. Knowledge Qualifiers The starting point, when discussing knowledge scrapes, is the knowledge qualifier. A knowledge qualifier is a way to limit […]

In our second article of our series on the use of “scrapes” in asset purchase agreements or share purchase agreements, we examined the advantages of the materiality scrape. In this third installment, we will review the disadvantages of scrapes and solutions to reconcile seller and purchaser viewpoints.  Arguments Against Scrapes  As mentioned above, the materiality […]

In the first article of our series on “scrapes”, we looked at the materiality scrape and how such a clause can be used by the buyer to ensure that disputes around materiality will not be factored into any dispute related to, for example, the determination of whether or not the seller has breached a representation […]

Published May 24, 2017 Background In M&A transactions, the purchase agreement is typically the most heavily negotiated document between the buyer and seller. And within the purchase agreement the representations and warranties are often a key point of contention. In a typical scenario, the seller in a purchase transaction seeks to qualify as many of […]

November 1 2016   Martin Aquilina, International Business Lawyer If you have been looking at the news lately, you probably heard many mentions of the Comprehensive Economic and Trade Agreement (CETA), the trade agreement between Canada and the European Union that has been several years in the making. CETA, being the biggest trade treaty signed by […]

August 18 2016   Martin Aquilina, International Business Lawyer In the recent Ontario Securities Commission (OSC) decision, In the Matter of Future Solar Development Inc. (Future Solar), the question of whether a wealthy group of Chinese investors were considered to be members of the public was addressed. In Ontario, every person or company that distributes previously […]

June 14 2016   Martin Aquilina, Business Lawyer Introduction WhatsApp is a popular mobile messaging app for smartphones. It is widely used by people around the world including of course in Germany. WhatsApp’s website is accessible in many different languages and almost all of the website’s content is translated according to the language chosen by the user. […]

May 26 2016   Martin Aquilina, Business Lawyer You can sue individuals, corporations and, in certain circumstances, even the highest orders of government. What of intergovernmental organizations (IGOs)? Do they have juridical personality and if they do, are they subject to the jurisdiction of national courts and bound by all orders such courts can issue? One type […]

February 19 2015   Martin Aquilina, Business Lawyer There may be times in life where ignorance is bliss but this is definitely not the case when it comes to contractual relationships. For instance, it would be a big mistake not to include a choice of forum clause (which we will refer to in this article as a jurisdiction […]

January 15 2015   Martin Aquilina, Business Lawyer Some Canadians follow their dream of owning a property (or multiple properties) and living in Europe upon retirement, whether it’s that beautiful villa in Tuscany by the wineries or that home in Oia with its stunning view, or even both. Chances are that in your Will, you have not stated […]

December 17 2015   Martin Aquilina, Business Lawyer Having obtained judgement, the victorious party will naturally want to enforce it in order to obtain the award owed by the losing party. But what if this party’s assets are located in another country? True enough, the judgments rendered by a court of one nation have no standing on their […]

October 5 2015   Martin Aquilina, Business Lawyer We all know the phrase “What happens in Vegas, stays in Vegas”. There is comfort in knowing that what happened far away from home does not haunt us at home. Now, imagine that there is a chance that you could be held liable for your relative’s wrongdoings in a […]

September 28 2015 As an international trade and litigation lawyer, I represent many companies located outside Canada and appear frequently on their behalf at Canadian courts and tribunals. It is common knowledge that litigation, especially complex litigation involving millions of dollars, can take years to complete. Sometimes, one party will bring a motion for an […]

August 20 2015   Martin Aquilina, Business Lawyer In our previous article, “Lawsuits in the European Union: disarming the “Italian torpedo” with the Recast Brussels Regulation”, we discussed the impact the changes to the Brussels Regulation has on choice-of-court clauses. In this article, we will discuss the impact of the new rules on arbitration clauses. Often, such clauses […]

July 23 2015 In today’s world, anyone who runs a business or provides professional services can find themselves in a situation that can lead to a lawsuit. Start-ups, entrepreneurs, established professionals and shareholders are no exception to this rule. People are excited about getting their business going, spreading the word, and making money. Thinking about […]

This article is the second of a series of articles written about anti-dumping and countervailing duties in Canada. In the previous article, we gave an introduction to dumping and subsidizing. How does the complaint process work? The Canadian International Trade Tribunal (the “CITT”) is a Canadian tribunal located in Canada’s capital, Ottawa. The CITT decides […]

This article is the first of a series of articles written about anti-dumping and countervailing duties in Canada. If you are thinking about importing a product to Canada, your first step is to see whether or not your business and product will be affected by the Canada Special Import Measures Act (the “SIMA”). The SIMA […]

June 26 2015   Martin Aquilina, COO | Business Lawyer A defensive action commonly known as “Italian torpedo”[1] is no stranger to the field of commercial litigation in Europe. The parties have taken advantage of the slow speed of judicial proceedings in Italy (and other countries such as Belgium) to torpedo the action that might be brought […]