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When engaging in cross-border M&A, foreign investment regulation is a significant issue that must be considered during the early stages of the transaction. In Canada, foreign investment is primarily regulated by the federal government through the Investment Canada Act and its regulations. This article provides an overview of the ICA and its regulations with a focus on acquisitions of Canadian businesses or establishments of new Canadian businesses by U.S. companies that are ultimately controlled by U.S. nationals.
Good faith as a concept is difficult to define. The authors briefly review the development of the concept of good faith as seen in Canadian contract law with some comparison to how the concept is viewed in other jurisdictions.
This article examines the evolution of bankruptcy and insolvency law and practice in the United States and Canada that has seen the emergence of increased cross border coordination and cooperation. The law and practices of the insolvency bar are reducing costs and increasing restructuring potential by using tools such as recognition proceedings and cooperation protocols between courts. There have also been material developments in the way in which Canadian courts deal with issues regarding debtor in possession financing and employee and pension rights, particularly in cross-border proceedings.
It has been over a year since the first provisions of Canada’s Anti-Spam Legislation dealing with the sending of commercial electronic messages have come into force, and the effects upon Canadian businesses have been profound. As one of the world’s most rigorous anti-spam legislation, CASL has caused Canadian companies to examine the way in which they send electronic messages, including texts, sound, voice, and image messages (particularly in the marketing realm) and embark on compliance programs.
Why would the December 2015 change to the perfection rules under Ontario’s Personal Property Security Act be of interest to U.S. attorneys and their security-taking clients? In this article, Martin Fingerhut outlines the new Ontario legislation and explains how U.S. financings increasingly involve Canadian collateral and how these transactions can be perfected in accordance with the rules.
The ideas of good faith and reasonableness have informed the Canadian common law’s approach to contract law for many years. Despite the importance of these two principles, however, Canadian courts have struggled to determine their scope and application.
When discussing how to promote the sound administration of justice, the roles of the judiciary, the litigants, and the trial lawyers are traditionally considered. Yet, the role of in-house counsel is central and it has been the subject of little discussion.
The authors explore a hypothetical scenario in which the assistant general counsel and corporate secretary at a public company devises a crisis management plan for board approval.
On April 8, 2016, the Pro Bono Committee of the Business Law Section held its Spring 2016 Pro Bono Committee Breakfast. Committee Chair Kimberly Lowe shares some of the breakfast highlights in her summary.
Calin Rovinescu, president and CEO of Air Canada, addresses the ABA Business Law Section members at its Spring Meeting Luncheon in Montréal and shares how his introduction to the service industry led to a successful career in commercial airlines.
The 2016 ABA Business Law Section Spring Meeting in Montréal was successful in many ways: over 1,500 members in attendance, more than 75 programs and sessions, and dynamic networking functions. However, the Section’s greatest resource—its diverse group of lawyers—each experienced his or her own Montréal “moment” differently. Here are insights and highlights from the members themselves!
In November 2015, international leaders met in Paris to address the threat of climate change. For corporate and securities lawyers, COP21 signals new national commitments to corporate accountability, transparency, and disclosure.
In a recent opinion, the Delaware Court of Chancery considered the impact of an integration clause contained in a subscription agreement for interests in a Delaware limited partnership on a side letter between the limited partnership and an investor, as well as the authority of a general partner to cause the limited partnership to enter into such a side letter. On the facts of this case, the court found that the subscription agreement’s integration clause rendered the side letter a nullity and that the general partner did not have the authority to grant certain rights purported to be provided in the side letter.
John Gregory is a reminder of the amazing terrain that opens up for someone with a law degree. He’s the man behind a variety of laws of Ontario and Canada. As General Counsel in the Justice Policy Development Branch, Policy Division, Ministry of the Attorney General (Ontario), Gregory has worked on the Uniform Electronic Commerce Act and the Uniform Electronic Evidence Act, both widely adopted in Canada. He’s provided policy support for defamation law, family arbitration amendments and Strategic Litigation Against Public Participation (SLAPP). The list goes on.
This month’s “Inside Business Law” provides a recap of the 2016 Business Law Section Spring Meeting in Montréal, Quebec, Canada, a highlight on the Jean Allard Glass Cutter Award, overviews of the five most in-demand CLE programs from the Spring Meeting, and a reminder for the 2016 Business Law Section Annual Meeting to be held in Boston, Massachusetts, from September 8–10, 2016.