Publications
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New corporate transparency requirements in Canada, Québec and the U.S. – What Canadian and Québec companies need to know
Over the last several years, member countries of the OECD, including Canada and the U.S., have committed to various international undertakings dealing with corporate governance. In keeping with these commitments, since 2019, the Canada Business Corporations Act (CBCA) has required business (…)
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Federal Budget 2022: Good News for Mining Exploration Compagnies!
On April 7, 2022, Finance Minister Chrystia Freeland tabled the federal government’s new budget for 2022. This budget includes several tax measures relevant to the mining industry in Canada. The Canadian federal government intends to provide $3.8 billion over eight years to implement Canada’s first (…)
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Five good reasons to list your company on the stock exchange and opt for equity financing
In 2020, the pandemic disrupted the Quebec economy and the trend continued in 2021. After a difficult year for local businesses, there is an opportunity for business owners to rethink their business model as they develop their recovery plan. In this context, an initial public offering and equity (…)
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Securities and class actions: screening authorizations
Anyone who wants to bring an action in damages relating to the secondary securities market must prove that the action is brought in good faith and has a reasonable chance of success (s. 225.4 QSA). In Quebec,1 as elsewhere in Canada,2 no prior disclosure of evidence may be obtained by plaintiff (…)
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Comprehensive reform of the rules governing the regulation
and operations in the Québec financial sectorOn October 5, 2017, Québec's Minister of Finance, Carlos J. Leitão, has tabled Bill 141 in Québec's National Assembly. The Bill, which is 470 pages long and includes some 750 sections, is entitled An Act mainly to improve the regulation of the financial sector, the protection of deposits of money (…)
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Managing potential conflicts of interest in investment funds
The high level of information asymmetry between investment fund managers and their investors1 can give rise to significant conflicts of interest which must be adequately managed. This article discusses the main conflicts of interest encountered in standard private equity, venture capital and hedge (…)
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CRS: Be ready for July 1st, 2017
CRS entry into force: July 1st, 2017 The Common Reporting Standard (“CRS”) will impose new obligations on financial institutions, including investment funds, as of July 1st, 2017. These rules are an addition to the existing Foreign Account Tax Compliance Act (“FATCA”), which applies to Canadian (…)
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Artificial Intelligence and the 2017 Canadian Budget: is your business ready?
The March 22, 2017 Budget of the Government of Canada, through its “Innovation and Skills Plan” (http://www.budget.gc.ca/2017/docs/plan/budget-2017-en.pdf) mentions that Canadian academic and research leadership in artificial intelligence will be translated into a more innovative economy and (…)
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Positive advice of the European Securities and Markets Authority to the extension of the European passport to the managers of alternative investment funds in Canada
Martine Samuelian and Virginia Barat, JEANTET On July 18, 2016, the European Securities and Markets Authority (ESMA) issued a favourable advice for a future extension of the European passport concerning Alternative Investment Fund Managers (AIFMs)1 in Canada. This advice, which is based on (…)
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Loss of the capital gain exemption related to the disposition of qualified small business corporation shares: beware of the options for acquiring shares
A recent decision of the Tax Court of Canada in the case of Line Durocher c. Sa Majesté La Reine1 illustrates the dangers of granting a simple option for acquiring shares in the specific context of the implementation of a shareholder agreement in respect of the Canadian-controlled private (…)
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IIROC White Paper — Proposed changes to the current structure for distributing mutual funds in Canada
On November 25, 2015, the Investment Industry Regulatory Organization of Canada (IIROC) published a White Paper for consultation. It is seeking comment on two proposals which, if approved and implemented, would change the current structure for distributing mutual funds in Canada. A “restricted (…)
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Crowdfunding: Enhanced capital raising opportunities for startups
Equity crowdfunding will soon have a new framework in which to operate in Canada and this is excellent news for investors and startups alike. On November 5, 2015, the Canadian Securities Administrators announced that regulatory authorities in Manitoba, Ontario, Quebec, New Brunswick and Nova Scotia (…)
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Intellectual property due diligence in an investment context
A due diligence analysis of intellectual property rights is an important step when acquiring or making a significant investment in a business. It is particularly important in the case of a technology business, where IP rights are assets that account for almost all the value in a business. A due (…)
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Major changes enable registered charitable organizations to invest in limited partnership units
The federal budget presented on April 21, 2015 (the “Budget”) contains important measures enabling registered charitable organizations and private and public foundations (hereinafter collectively referred to as “Registered Organizations”) to invest their funds in units of a limited partnership. (…)
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Equity crowdfunding - The Autorité des marchés financiers adopts a new prospectus exemption for startups
The Lavery GO inc. Program team is happy to inform you that the Autorité des marchés financiers(AMF) announced yesterday the implementation of an equity crowdfunding exemption which allows startups to raise up to $500,000 in capital per year. Under this exemption, startups whose head office is (…)
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Canadian Securities Administrators announce amendments to venture issuer requirements
The Canadian Securities Administrators (“CSA”) have announced that, on several fronts, they are implementing amendments to the disclosure requirements for venture issuers, including those listed on the TSX Venture Exchange. These amendments primarily address continuous disclosure and governance (…)
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Proposal for new TSX listing requirements for ETFs, closed-end funds and structured products: codification of existing practices
On January 15, the Toronto Stock Exchange (the “Exchange”) published proposed amendments to the Toronto Stock Exchange Company Manual (the “Manual”). More specifically, a completely new section will be added to the Manual (Part XI) for determining the minimum listing requirements to be met by (…)
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FATCA for investment funds – Be ready for May 1, 2015!
The Foreign Account Tax Compliance Act, or FATCA, has been an integral part of Canada’s tax system for over a year. Originally legislated under U.S. law, FATCA allowed the Internal Revenue Service (“IRS”) to obtain information from financial institutions about the financial accounts of U.S. citizens (…)
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Legal newsletter for business entrepreneurs and executives, Number 21
CONTENT Overview of the Proposed Rules Respecting Equity Crowdfunding Trademarks in the English Language on Pubilc Signs and PostersOVERVIEW OF THE PROPOSED RULES RESPECTING EQUITY CROWDFUNDINGJosianne BeaudryIn 2013, the Autorité des marchés financiers (AMF) launched a consultation on equity (…)
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What precautions should a proposed director take prior to accepting to act as a corporate director? / What are the duties of a member of a board of directors?
This Need to Know Express is part of a series of newsletters which each answers one or several questions in a practical and concrete way. These bulletins have been or will be published over the next few weeks. In addition, a consolidated version of all the Need to Know Express newsletters published (…)
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Is a director required to be a shareholder or member of the legal person? / Who is eligible to become a director?
This Need to Know Express is part of a series of newsletters which each answers one or several questions in a practical and concrete way. These bulletins have been or will be published over the next few weeks. In addition, a consolidated version of all the Need to Know Express newsletters published (…)
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Prospectus offerings in Canada: a comprehensive guide to the improved Canadian marketing rules for issuers and investment dealers
On August 13, 2013, significant amendments to National Instrument 41-101 - General prospectus requirements, National Instrument 44-101 - Short form prospectus distributions, National Instrument 44-102 – Shelf distributions and National Instrument 44-103 – Post-receipt pricing (and their (…)
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Special Quorums : Recent news on responsible defences with respect to shareholder activism
In September 2012, we reported that the Supreme Court of British Columbia had rendered a judgment1 confirming that a corporate policy imposing an advance nomination process for a shareholders’ meeting was reasonable and did not infringe the shareholders' rights relating to the election of the (…)
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Quarterly legal newsletter intended for accounting, management, and finance professionals, Number 18
Are you ready? The harmonization of the QST and the GST may considerably impact your business or clients Sale of litigious rights : Beware of the redemption right Determining the purchase price of shares in a shareholder agreement: When “quiconque” (“any person”) (…)
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Francization – Bill No 14 amending the Charter of the French language
This publication was authored by Luc Thibaudeau, former partner of Lavery and now judge in the Civil Division of the Court of Québec, District of Longueuil. The title of this newsletter gives a good summary of the explanatory notes that serve as an introduction to Bill 14, entitled An Act to amend (…)
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TSX amends director election rules and proposes a majority voting requirement
Issues surrounding the election of directors of public companies gained the attention of Canadian securities regulators in the last years due to concerns expressed by large institutional investors that current Canadian rules regarding the election of directors were not democratic nor aligned with (…)
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Advance notice policies: A tool to consider with regard to shareholder nominations for electing directors
On July 20, 2012, the Supreme Court of British Columbia (the 'Court') rendered a judgment that sheds new light on the shareholder nomination process for electing the directors of a business corporation. In fact, the Court confirmed that a corporation’s policy, which aimed to impose an advance (…)
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Legal newsletter for business entrepreneurs and executives, Number 8
THIS EDITION OF LAVERY BUSINESS SUMMARIZES SEVERAL ASPECTS OF THE NEW BUSINESS CORPORATIONS ACT THAT CAME INTO FORCE ON FEBRUARY 14, 2011.
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Quarterly legal newsletter intended for accounting, management, and finance professionals, Number 9
New Developments Concerning Insider Reporting Requirements Revenu Québec Bares its Teeth at Restaurant Owners Planning for the Unavoidable: The Usefulness of Reviewing a Shareholder Agreement's Redemption Provisions in Case of Death Speech is Silver, Silence is Golden... What about (…)
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Related-Party Transactions: Can You Avoid the Nightmare?
Are you planning to carry out a transaction? Does it involve a party that is related to your company? If so, you may be forced to obtain an independent valuation and the approval of your minority shareholders, file a geological report, and disclose detailed information. The costs engendered by these (…)
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Q & A on New Insider Reporting Requirements
Acceleration of filing deadline for insider reports Introduction of the concept of reporting insider; and Simplification of disclosure requirements for stock-based compensation arrangements
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Securities Brief - Forward-Looking Information
Avoid the use of “boilerplate” disclosure Identify the nature of any material forward-looking information as well as material factors and in the disclosure documents Avoid statements pursuant to which a reporting issuer assumes no obligation to update its statements!
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The new QSSP has arrived
Introduced in 1979, the Quebec Stock Savings Plan (QSSP) was enormously successful in the 1980s, encouraging the emergence of numerous Quebec SMES. The SME Growth Stock Plan, which replaced the QSSP in 2005, achieved a more mixed success. The 2009-2010 provincial budget attempts to remedy this (…)
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Your Contracts: a Systematic and Disciplined Approach is Called for
Every day, and several times a day, we enter into contracts without knowing it or without considering and controlling their effects. This bulletin provides a brief and non-exhaustive summary to help you better understand, prepare for and monitor your contractual environment.Do you know that a (…)
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The Role of the Chair of the Board of Directors
The role and duties of a Chair are not defined and circumscribed in incorporating statutes (federal and Quebec) except in the case of Quebec government-owned corporations and then, only in part. Boards of directors have been at the centre of the public debate on corporate governance in recent years. (…)
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In-house Counsel's Obligations - Under Certain Provisions of the Code of Ethics of Advocates
The Code of ethics of advocates (R.R.Q., 1981, c. B-1, r.1) (the “Code”) applies to all lawyers inscribed on the Roll of the Order of Advocates “regardless of the context or manner in which he engages in his professional activities or the nature of his contractual relationship with (…)
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When Should a Director Resign?
The title of this Newsletter was deliberately chosen to attract attention, because while very relevant, the question nevertheless receives little attention. Moreover, proper comprehension of the issue is often clouded by ignorance of the applicable rules, by conflicts of interest or by a certain (…)
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A recent Quebec Court of Appeal decision involving extra-contractual liability of directors
On February 2, 2006, the Quebec Court of Appeal rendered an interesting judgement involving directors’ liabilities in the case of Johnson and Marcil v. André Arthur et al (500-09-012808-028), a lawsuit for slander.
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The Nominee director and conflicting loyalties
In most cases, the interests of the shareholder or of the member who arranged for the nominee's election should correspond to the best interests of the company. Precautions must and can be taken to avoid problems.
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The Application of Ontario's Bill 198 to Securities Class Actions in Quebec
The Application of Ontario's Bill 198 to Securities Class Actions in Quebec
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Corporate Directors: Suggested Precautions
Corporate Directors: Suggested Precautions
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New Private Placement Rules: Quebec Harmonizes its Rules with the Rest of Canada
New Private Placement Rules: Quebec Harmonizes its Rules with the Rest of Canada
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The New Corporate Governance Rules and Guidelines
The New Corporate Governance Rules and Guidelines
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Recent Developments Respecting Corporate Governance and Directors' Liability
Recent Developments Respecting Corporate Governance and Directors' Liability
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Ten Good Reasons To Take Your Company Public
Ten Good Reasons To Take Your Company Public
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Taking Your Company Public: Sounds Interesting?
Taking Your Company Public: Sounds Interesting?
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New private placement rule in Quebec
New private placement rule in Quebec
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Important Development Relative to Private Placements in Quebec: Availability of the Accredited Investor Exemption for Quebec Investors
Important Development Relative to Private Placements in Quebec: Availability of the Accredited Investor Exemption for Quebec Investors
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New Continuous Disclosure Obligations Regime
New Continuous Disclosure Obligations Regime
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The TSX Venture Exchange CPC Program - A New Way to Obtain Financing and Go Public
The TSX Venture Exchange CPC Program - A New Way to Obtain Financing and Go Public
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New Fee Régime in Ontario
New Fee Régime in Ontario
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What is Privileged Information? Forewarned is Forearmed!
What is Privileged Information? Forewarned is Forearmed!
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Listing on a Stock Exchange
Listing on a Stock Exchange
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Corporate Websites and Liabilities
Corporate Websites and Liabilities
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Financing Start-up Ventures
Financing Start-up Ventures
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New Exemptions from certain insider reporting Requirements
New Exemptions from certain insider reporting Requirements
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New Policy on Disclosure Standards
New Policy on Disclosure Standards
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General Prospectus Requirements
General Prospectus Requirements
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An advance in stock exchange activism : the interim report of the TSE Commitee on corporate disclosure
An advance in stock exchange activism : the interim report of the TSE Commitee on corporate disclosure