Gesta Abols

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On April 8, 2019, the federal government introduced Bill C-97 to implement measures from its spring budget. The bill proposes amendments to many federal statutes, including several important amendments to the Canada Business Corporations Act (CBCA) relevant to both private and public companies. Our summary of the proposed changes is set out below, some of which deal with familiar issues, while others would introduce new requirements for companies. The codification of BCE The federal government…
If the Hillary Clinton email scandal wasn’t a clear enough lesson that one should not conduct “official” work using personal electronic communication tools (be it personal email, texts or other methods), a number of recent court decisions have required executives to produce communications from their personal accounts and devices. Executives and advisors should not assume that communications using methods other than corporate email will somehow be protected or otherwise not find the light of day…
  As of June 13, 2019, private corporations incorporated under the Canada Business Corporations Act (CBCA) must maintain a register regarding individuals who have “significant control” over the corporation through direct or indirect influence. This requirement was one of several new initiatives included in Bill C-86, the Budget Implementation Act, 2018, No. 2 which received Royal Assent on December 13, 2018. New Conditions Individuals will fall within the category of having significant control if the…
Recently, the Ontario Securities Commission, in coordination with the Ministry of Finance, created a Burden Reduction Task Force. The goal of this initiative is to enable Ontario’s businesses and markets to innovate, better compete with other jurisdictions and flourish as the regulatory load is reduced while not diminishing the safeguards in place for Ontario investors. This Task Force will support the Government of Ontario’s Open for Business Action Plan by identifying short- medium- and…
Days ago, the Supreme Court of the State of Delaware issued an order succinctly affirming the Delaware Court of Chancery’s judgment from October this year that found Fresenius Kabi AG had no obligation to close its proposed merger with Akorn, Inc. and Fresenius properly terminated the merger agreement on April 22, 2018 largely as a result of Akorn having suffered a material adverse effect (MAC). The Court of Chancery’s decision is notable for a…
Recently, a group of prominent executives released an open letter and document known as Commonsense Principles 2.0. Signatories include Mark Machin of the Canada Pension Plan Investment Board and Warren Buffett of Berkshire Hathaway. The purpose of the letter and the principles is to encourage companies to embrace a long-term view and enhance trust between investors and companies to improve the health of public capital markets. By virtue of the parties to the letter…
The Supreme Court of Canada (SCC) released its decision on November 9, 2018, holding that the proposed co-operative pan-Canadian securities regulator, known as the Cooperative Capital Markets Regulatory System (CCMR), is constitutional. Background and Analysis The CCMR first emerged in 2014 following the rejection of an earlier proposal by the SCC in 2011 on the basis that the main thrust of the earlier proposal was for the federal government to regulate, on an exclusive basis,…