Fasken Martineau DuMoulin LLP

Ontario Implements Price Gouging Measures: What You Need to Know

By Tony Di Domenico, Leslie J. Milton & Justine Reisler

April 1, 2020

Many have expressed concern that retailers are now incentivized to unilaterally increase the prices for products critical to the COVID-19 response. Canada’s competition enforcer, the Competition Bureau, does not have clear jurisdiction to regulate prices or otherwise directly prevent price gouging. However, the Ontario government is now expressly prohibiting price gouging for “necessary goods” (as defined). In particular, through an emergency prohibition order made under the Emergency Management and Civil Protection Act on March 27,…

Timely disclosure

2020 Annual Meetings – Notice from Corporations Canada

By Neil Wiener

March 30, 2020

On March 26, 2020, Corporations Canada issued a notice (Notice) entitled “Annual meetings of federal corporations during the COVID-19 outbreak”. The Notice acknowledges that hosting in-person annual meetings during the COVID-19 outbreak would contradict public health advice to practice physical distancing and self-isolation to prevent the spread of COVID-19, and outlines options for federal corporations to consider in order to remain compliant with the Canada Business Corporations Act (CBCA).…

Competition chronicle

Refresher on the Failing Firm Defence

By Justine Reisler & Chris Margison

March 30, 2020

In response to the COVID-19 virus, Canada’s federal government has restricted non-essential travel and closed the US border. Canada’s provincial governments have enacted highly restrictive measures including mandating the closure of facilities providing recreational programs (i.e. gyms), libraries, public and private schools, licensed childcare centres, bars and restaurants, theaters, cinemas and concert venues, and the list goes on. Some provinces have also banned gatherings of more than 5 people and prohibited all non-essential businesses. The…

Timely disclosure

Insider Trading Considerations in the Context of the COVID-19 Pandemic

By Alexandre Morin

March 27, 2020

The Co-Directors of the U.S. Securities and Exchange Commission (SEC) Division of Enforcement recently issued a Public Statement emphasizing the importance of maintaining market integrity and following corporate controls and procedures in the context of the COVID-19 pandemic. According to them, in the current circumstances, corporate insiders are regularly learning new material non-public information that may hold an even greater value than under normal circumstances, and a greater number of people may have access to…

Competition chronicle

Antitrust/Competition, Foreign Investment and Marketing Law Implications of the COVID-19 Response: Practical Guidance for Business

By John Pecman, Tony Di Domenico, Huy Do, Chris Margison, Andrew House, Jenna L. Ward & Justine Reisler

March 26, 2020

Canada’s antitrust/competition, marketing and foreign investment laws continue to apply despite the global health and economic crisis arising from COVID-19. However, the enforcement of these laws are being significantly impacted by the COVID-19 response. These developments are fast moving and change almost daily. Fasken’s Antitrust/Competition & Marketing Group continues to monitor these developments very closely. Below we outline developments in: (i) transaction planning and merger review, (ii) communication and coordination with competitors, (iii) changes in…

Timely disclosure

COVID-19, Government order to shut down operations and Force Majeure Clauses. What Does It Mean? What Can You Do?

By Oleg Stratiev, Carl Bélanger & Antonella Penta

March 25, 2020

On Monday, March 23, 2020, the Quebec government announced that as of midnight Tuesday, March 24, all non-relevant/non-essential businesses and commercial activity in the province will be on “pause” – essentially, shut down – until April 13. If you operate or own a business, this measure, together with Covid-19, will inevitably disrupt your supply chain and production process, will isolate your workforce, and, perhaps, negatively impact your financial forecasts. This article examines if and how,…

Timely disclosure

Canadian Securities Regulators Publish Local Blanket Relief Orders to Provide Market Participants Relief from Reporting Deadlines during COVID-19

By Andrea Kruyne

March 24, 2020

On March 23, 2020, the Canadian Securities Administrators (CSA) issued a news release to announce that the CSA has published local blanket orders (Blanket Orders) for market participants that provide a 45-day extension for periodic filings normally required to be made by market participants on or before June 1, 2020. Market participants need to comply with the conditions set out in the Blanket Orders to use the 45-day extension. The local blanket orders are substantially…

Timely disclosure

The Toronto Stock Exchange and TSX Venture Exchange Provide Temporary Blanket Relief in Response to COVID-19

By Neil Wiener

March 24, 2020

On March 23, 2020, the Toronto Stock Exchange (TSX) issued Staff Notice 2020-0002 granting temporary blanket relief from certain provisions of the TSX Company Manual (Manual) and the TSX Venture Exchange (TSXV) issued a “Notice to Issuers” with similar temporary blanket relief, both in response to the COVID-19 pandemic. The TSX and TSXV temporary relief is described below. Toronto Stock Exchange Normal Course Issuer Bid Daily Limits For TSX issuers with a normal course…

Timely disclosure

Potential Bought Deal Market Disruption Citing COVID-19 as Grounds for Termination

By Sarah Chouinard, Laura Konkel, Zohar Levy & Nicholas Carmichael

March 23, 2020

It is likely that a trend will emerge in the coming months of cancelled transactions leading to litigation as to whether the impact of the novel coronavirus (“COVID-19”) amounts to a “disaster” or a force majeure under various agreements. Standard underwriting agreements contain termination provisions, some of which may be triggered by COVID-19. As a result, we expect the bought deal market to be impacted by this trend. Issuers may have recently received notice from…

Timely disclosure

Diving Deeper: AGM Developments in the Context of COVID-19

By Alexandra Freedman, Guillaume Saliah & Claudie Fréchette

March 20, 2020

Fasken recently published two articles (on March 12 and March 13, 2020) relating to alternatives to in-person annual shareholders’ meetings in the context of the COVID-19 pandemic. In light of the rapidly evolving circumstances and the ongoing proxy season, we have detailed recent developments and trends in the area in order to provide a road-map to corporations navigating this process. Recent Trends In the week since our last bulletin, the following developments and trends…

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Ontario Implements Price Gouging Measures: What You Need to Know

2020 Annual Meetings – Notice from Corporations Canada

Refresher on the Failing Firm Defence

Insider Trading Considerations in the Context of the COVID-19 Pandemic

Antitrust/Competition, Foreign Investment and Marketing Law Implications of the COVID-19 Response: Practical Guidance for Business

COVID-19, Government order to shut down operations and Force Majeure Clauses. What Does It Mean? What Can You Do?

Canadian Securities Regulators Publish Local Blanket Relief Orders to Provide Market Participants Relief from Reporting Deadlines during COVID-19

The Toronto Stock Exchange and TSX Venture Exchange Provide Temporary Blanket Relief in Response to COVID-19

Potential Bought Deal Market Disruption Citing COVID-19 as Grounds for Termination

Diving Deeper: AGM Developments in the Context of COVID-19

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