On November 30, 2020, significant changes to Goods and Services Tax (GST) and Harmonized Sales Tax (HST) were proposed in the Federal Finance Minister’s 2020 Fall Economic Update (the “Update”). The new rules, which have very recently come into effect, will affect operators of electronic platforms, non-resident vendors engaged in the sales of digital products [...]
Bill S-216, An Act to enact the Modern Slavery Act and to amend the Customs Tariff, was re-introduced late last year in the Canadian Senate. Bill S-216 is an update of Bill S-211, which was introduced in the previous legislative session but died on the Order Paper when Parliament was prorogued in August 2020. As its [...]
Hazlo Law – Business Lawyers proudly announces that on June 16, 2021 Martin Aquilina, COO and head of the firm’s international law department, was appointed as a member of the Steering Group of the International Contracts Committee of the American Bar Association’s International Law Section for the term running from August 10, 2021 to August [...]
Hazlo Law - Business Lawyers is happy to announce that on April 7, 2021, Martin Aquilina, COO and head of the international law department, joined the Ottawa International Writers Festival’s board of directors. For over a decade, the festival has been celebrating the world’s best writing both locally and internationally through a variety of programming [...]
As a rule, Canadian courts will enforce forum selection clauses. In a recent decision, however, the Ontario Court of Appeal found justification to derive from the general principle. In the case of Quickie Convenience Stores Corp. v. Parkland Fuel Corporation, the appellant (Quickie Convenience Stores) owned and operated a chain of convenience stores, several of [...]
In an effort to increase the flexibility of public and private Ontario corporations, the Government of Ontario proposed to amend the Ontario Business Corporations Act (the “OBCA”) by introducing Bill 213, the Better for People, Smarter for Business Act, 2020 (the “Bill”). Bill 213 seeks to make Ontario a more welcoming province for business. If [...]
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 [...]
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 [...]
On Saturday, May 30th at 4:30pm IST, Martin Aquilina, COO and International Lawyer of HazloLaw, was a panelist at the Big Hairy Audacious Forum (BHAF) 2020 Virtual Conference hosted by Corporate Connections India. Martin’s panel was titled Going Big on Business Beyond Borders - A panel on International Trade Relations. Joined by experts such as [...]
On Friday, May 29, Martin Aquilina, COO and International Lawyer at HazloLaw, was the featured expert speaker at a webinar titled, Having Confidence doing business abroad: Tips, Tricks and Traps from an International Law Expert under the Corporate Connections speaker series. Martin addressed questions concerning the right structures for international operations, contractual agreements, and the [...]
On May 21, 2020, Martin Aquilina, COO and head of the International Law department at HazloLaw, attended the “Table-ronde: Agents de spectacles et diffuseurs : des contrats à réécrire”, presented via Zoom. The discussion pertained to force majeure in the current COVID-19 context and the legal effects on the relationship between artists and promoters. It [...]
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 [...]
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 [...]
[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 [...]
On January 15, 2020, Martin Aquilina, COO and International Lawyer of HazloLaw-Business Lawyers, attended the Hyman Soloway Annual Memorial Lecture, International Arbitration and Globalization: The Battle between Private “Justice” and Public Law. The speaker, Howard Mann, Senior International Law Advisor, was engaging and the contents were highly informative. One major take-away was his discussion on [...]
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 [...]
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 [...]
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 [...]
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 [...]
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 [...]
HazloLaw-Business Lawyers’ COO and International Lawyer, Martin Aquilina, attended the 14th International M&A Conference sponsored RWP Rechtsanwälte in Versailles, France. The conference, which took place on November 1-3, 2019, offered a broad range of qualified speakers from different countries to discuss national laws that are to be taken into consideration when dealing with transactions involving [...]
On September 5th 2019, leading Somaliland women’s rights activist and former Foreign Minister Edna Adan Ismail attended at the offices of HazloLaw – Business Lawyers where she met with Martin Aquilina in order to discuss a potential action plan that would aid Somaliland in its quest for recognition of its sovereignty. Ms. Ismail is one [...]
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] [...]
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 [...]
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 [...]
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. […]
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 […]
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 […]
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 […]
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 […]
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 […]
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 […]
OTTAWA, Ontario – August 24, 2018 – Martin Aquilina, who holds a Master’s degree in Private International Law from the University of Groningen, in the Netherlands, has returned from a three-week study session at the prestigious Academy of International Law in The Hague. The Academy was created in 1925 following a bequest from the Carnegie […]
New arbitration and mediation laws adopted by OHADA In this article, we discuss two common structures that a foreign corporation (“ForeignCo”) can use in carrying on a business in Canada. Each structure has its pros and cons and whether one structure is better suited than the other will depend on a variety of factors such […]
Martin Aquilina, International Business Lawyer Dustin Paterson, Business Lawyer Threats around the theft and misappropriation of personal information have been around since the dawn of the internet, but as time goes on, these threats are growing and taking on new significance. From recent revelations about Russian interference in the 2016 U.S. presidential election to reports […]
Can a Canadian court stop a person from taking action not only in Canada but also abroad? The answer to that question was answered last year by the Supreme Court of Canada (the “SCC”). As we discussed in our previous article, “Google Inc. v. Equustek Solutions Inc., a Commercial Perspective”, the SCC confirmed the ability […]
Background on OHADA The Organisation pour l’harmonisation en Afrique du droit des affaires (“OHADA”) is an intergovernmental organization established in 1993, with a mission to harmonize business law in Africa in order to improve legal and judicial security for investors in Africa. Currently, OHADA comprises 17 African Member States: Benin, Burkina Faso, Cameroon, Central African […]
According to conventional wisdom, a party should always push to have its local laws govern its contract. True, applying your own country’s law to a contract can provide certain advantages such as more certainty in the legal process and costs. However, in certain cases, it may be advantageous for a party to have a foreign […]
Summary According to the settlement agreement, TransTel violated U.S. sanctions by paying over eleven million U.S. dollars through its U.S. dollar account at a Singapore-based bank to various third-party vendors that included Iranian companies supplying goods and services associated with Iranian contracts. These payments were processed through the U.S. CSE and TransTel made these payments […]
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 […]