Insights

The practice of law is changing every day, and the effect of changing legislature on businesses is significant. We write about recent developments in the world of tax & business law, keeping a watchful eye on the changing landscape for our clients. See what we’re thinking about, and what your business should be looking out for.

  • Rami Headshot S1597719@x C4 C08 (1)By Rami PandherMarch 08 2017
    Tax LawOptimism Surrounds the Alberta Investor Tax Credit

    The Alberta Investor Tax Credit (“AITC”) program offers a new opportunity for investors to help foster economic growth and create jobs in non-traditional sectors within Alberta. There has been a growing demand for this type of incentive program, and the AITC is the Alberta government’s first step towards attracting investments into new industries outside of the oil and gas sector.

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  • Andrew W Headshot (1)By Andrew WongFebruary 08 2017
    Business Law Marijuana in Canada - a Regulated Competitive Market for Production

    In our previous post we provided a brief recap of the cannabis (or marijuana) industry in Canada and highlighted a key aspect of the government's rationale for the legalization of cannabis' recreational use. Here, we highlight the key impressions left by the recommendations made by the Canadian federal government's Task Force on Cannabis Legalization and Regulation (the "Task Force"), in their report titled "A Framework for the Legalization and Regulation of Cannabis in Canada" (the "Report"), relating to the production of medical and recreation cannabis in Canada.

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  • Andrew W Headshot (1)By Andrew WongFebruary 06 2017
    Business Law Marijuana in Canada – the Foundation for a Federal Regulatory System

    It's been a very exciting year for the marijuana industry in Canada. Medical producers have benefited from incredibly bullish investment, while stakeholders and observers more interested in the possibility of legalization have been flooded with news of raids on illegal dispensaries, concerns about impaired driving and uncertainty about what impact legalization will have on the workplace – to name just a few. The most significant industry development in 2016, however, came in the form of the report issued by the Canadian federal government's Task Force on Cannabis Legalization and Regulation (the "Task Force").

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  • Joe Headshot (1)Joe Rattan (2)By Joe Brennan and Joe RattanFebruary 01 2017
    Business LawConvincing the Court a Sale Transaction is Fair

    The recent Interoil Corporation v Mulacek decision from the Yukon Court of Appeal has called into question certain of the “standard practices” that Canadian companies follow when seeking approval for sales of the company to be effected under the “plan of arrangement” procedures available in Canadian corporate statutes.  Plans of arrangement require both shareholder and court approval. In order for the Court to provide its approval, the Court must be satisfied that the proposed transaction is fair and reasonable to the parties affected.  In doing so, the Court typically relies on 3 indicia of fairness: (i) board approval from the target company; (ii) a fairness opinion from an independent, qualified financial advisor, and (iii) the approval of at least 2/3 of the  shareholders of the target company that cast votes on the transaction.  However, in the proposed sale of Interoil, the Court found deficiencies in all 3 areas and therefore determined that it could not comfortably reach the conclusion that the proposed transaction was fair and reasonable to the shareholders of Interoil. Consequently, in order to proceed with the transaction, Interoil was forced to correct those deficiencies and re-apply for Court approval.  Ultimately this did not kill the transaction but it did put it at risk of the buyer deciding not to proceed.  And it did add time and cost to the transaction.

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  • Joe Headshot (1)By Joe BrennanJanuary 31 2017
    Business Law My Canadian Public Company Has US Shareholders - Do I Need To Be Concerned with SEC Registration and Reporting?

    Under U.S. federal securities laws, a Canadian public company with U.S. shareholders may be required to register in the U.S. if certain asset and U.S. shareholder thresholds are exceeded.  Consequently, that Canadian public company needs to make an annual determination on whether it qualifies as a “foreign private issuer” under U.S. federal securities laws and, if so, whether it fits within the an exemption from the requirement to register and report under such laws.

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  • Joe Headshot (1)By Joe BrennanJanuary 27 2017
    Business LawISS and Glass Lewis - Policy Updates for 2017 Proxy Season

    As Canadian public companies prepare for the 2017 proxy season, directors and management should be aware of the following recent policy updates issued by ISS and Glass Lewis for the 2017 proxy season.

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