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Company & Commercial
Canada
Overview
Including: Legislative Framework; Forms of Business Association; Cooperatives; Principles of Contract Law; Recent Developments.
Codes of Business Conduct
Regulators in Canada have recognized the effectiveness of a well-considered and properly enforced code of business conduct. Although many companies already have codes in place, new corporate governance regulations will soon require many of those companies to update their codes and others to adopt a code for the first time.
New listing standards would require companies listed on the New York Stock Exchange (other than foreign private issuers) to adopt specified governance practices as a condition of listing. The changes are significant and impose requirements which differ in many respects from those to which Canadian companies listed on the Toronto Stock Exchange are subject.
The Toronto Stock Exchange (TSX) and the Canadian Venture Exchange are considering a report issued by the Joint Committee on Corporate Governance. The report recommends a number of changes to the existing TSX guidelines, and thus to the corporate disclosure that Canadian companies with shares listed on the TSX are required to provide to their shareholders each year.
Competition
Canada
Overview
Including: criminal matters; civil matters; general matters.
Canada and the United States have signed a positive comity agreement to enhance cooperation in competition law enforcement between the two jurisdictions. The agreement builds on, but does not replace, the 1995 agreement between the two countries.
The minister for industry has tabled a bill proposing amendments to the Competition Act. The amendments would strengthen Canada's competition framework in a global economy to the benefit of both consumers and businesses. The bill is now being considered by the House Industry Committee.
New Developments in Domestic Law
The Competition Bureau has announced the resolution of its litigation with Air Canada. It will not be proceeding with Phase II of the tribunal hearing. The commissioner explained this decision by saying that it would not be in the public interest to pursue the case. This brings to an end a lengthy – and sometimes bitter – chapter in the enforcement of an abuse of dominance provision.
The Canadian Competition Bureau recently released the final version of its revised Merger Enforcement Guidelines, which provide a detailed description of the bureau's analytical approach to assessing the likely competitive impact of a merger in Canada.
The Canadian Competition Bureau recently announced that it has reached a consent agreement with the Forzani Group Ltd, Canada's largest national retailer of sporting goods, to resolve alleged violations by Forzani of the 'ordinary price' provisions of the Competition Act.
Developments in Anti-competitive Agreements
In R v Rowe the Ontario Supreme Court of Justice took a narrow view of the Competition Act's bid-rigging provisions in holding that the bid-rigging offence does not prohibit an agreement among parties to withdraw from a bid that has been tendered.
