A recent Ontario Court of Appeal decision recognised the enforceability of an exclusion of liability clause when a contractual termination was considered by the court to be unreasonable, but not in bad faith. The case is an important example of the flexibility allowed by the courts regarding the exercise of discretionary termination rights in the context of a long-term contractual relationship.
Search warrants have become a common means of obtaining evidence from businesses in all industries. Consequently, many businesses are being forced to deal with these warrants in haste, without sufficient knowledge of their immediate impact on business operations. In light of this, an understanding of what can be done to protect employees and business operations in all provinces and sectors is vital.
The Supreme Court of Canada recently rendered judgment on the rules governing false and misleading representations under Quebec's Consumer Protection Act. It held that the test is not what a consumer of average intelligence, scepticism and curiosity would understand from the commercial representation, but rather what a credulous and inexperienced consumer would comprehend.
All searches or seizures must be expressly authorized by an 'authority' - a statute, order or warrant - which may give investigators the right to access premises and records. It is often an offence to refuse authorized access, obstruct an authorized investigation or hide or destroy documents relevant to the inquiry. If a company finds itself under investigation, key objectives should be taken into account in order to manage the situation effectively.
Companies that communicate with the British Columbia provincial government on a regular basis may be affected by the changes to the British Columbia Lobbyists Registration Act which recently came into effect. This update looks at these changes and compares the amended act to the Federal Lobbying Act, which deals only with lobbying the Canadian federal government and Canadian federal public office holders.
Following amendments to the Business Corporation Act, the province of Alberta has moved into the area of unlimited liability corporations (ULCs), previously a bread-and-butter source of revenue for Nova Scotia and its law firms. The new legislation has raised questions as to whether the Alberta ULC will replace its Nova Scotian counterpart.
Including: Legislative Framework; Forms of Business Association; Cooperatives; Principles of Contract Law; Recent Developments.
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.
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.
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 Canadian Securities Administrators have approved National Instrument 54-101 and 54-102 to replace the provisions of National Policy 41 pertaining to public companies' communication with beneficial owners of their securities.