There is little law in Canada regarding if and how limitation periods applicable to statutory causes of actions in securities legislation can be tolled. For many public companies, this can create uncertainty regarding whether investor lawsuits are statute-barred. For example, the limitation period in s. 138 of the Ontario Securities Act, which covers causes of… → Read More
Category Archives: Corporate Law
Subscribe to Corporate Law RSS FeedThe UK Supreme Court to Decide: Whither the Risk Free Injunction?
Posted in Corporate LawThe United Kingdom Supreme Court recently granted permission to Barclays Bank plc to appeal the decision of the Court of Appeal that the Financial Services Authority (the “FSA”) need not provide a cross-undertaking for damages in favour of third-parties impacted by an injunction requested by the FSA. This hearing promises to be closely watched by… → Read More
In DIP Financing We Trust? Supreme Court of Canada to Hear Indalex Appeal
Posted in Bankruptcy & Debt, Contracts, Corporate LawThe Supreme Court has announced it will hear the appeal in the high profile Indalex Ltd., Re. The appeal is of great interest to the commercial litigation, insolvency and pension bar. Its outcome will be closely watched and may have dramatic impact on Canadian corporate reorganizations. Background The Indalex decision arose out of the insolvency… → Read More
FCA to Determine Tax Consequences of a Broken Amalgamation
Posted in Corporate Law, TaxIn Envision Credit Union v. R, the Federal Court of Appeal will determine whether an amalgamated corporation inherits tax accounts pursuant to common law principles, in the absence of a specific statutory rule. The predecessors of Envision Credit Union, two Vancouver credit unions, amalgamated under B.C. credit union legislation. The amalgamation occurred in a way that did not… → Read More
SCC to Consider the Residence of Trust for Tax Purposes
Posted in Corporate Law, Financial Services, TaxThe residence of trusts and other business entities for income tax purposes has long been a source of confusion. The Supreme Court of Canada will attempt to resolve that confusion in the St. Michael Trust cases, from which it recently granted leave to appeal. Decisions Below The cases arise as conjoined appeals from the decision of the Federal Court of Appeal in St…. → Read More
Franchisor’s Implicit Obligation of Good Faith and Loyalty
Posted in Corporate LawThe decision in Automobile Cordiale Ltée v. DaimlerChrysler Canada Inc., J.E. 2010-164 raises the question of the implicit obligation of good faith and loyalty in an exclusive dealership contract. Automobile Cordiale Ltée (the Franchisee) and DaimlerChrysler Canada Inc. (the Franchisor) entered into an agreement in 1994 whereby the Franchisee was granted exclusive right to sell… → Read More
Claims for Appropriation of a Foreign Corporate Opportunity: Do Ontario Courts Have Jurisdiction?
Posted in Corporate Law, ProcedureOn August 23, 2011, the Ontario Court of Appeal will hear an appeal on the question of whether Ontario courts have jurisdiction over a claim for appropriation of a foreign opportunity. Decision Below In Dundee Precious Metals Inc. v. Marsland, Corrick J. dismissed a claim by an Ontario mining company, Dundee, against an employee, Marsland, on… → Read More
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