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Publications Article
Penalty Tax on Investment Income – What Will Be Grandfathered? By David Malach Dec 05, 2017 The Liberal Government intends to bring in a new penalty tax on investment income earned by private corporations to the extent the investment income in any year exceeds a $50,000 threshold. That tax could be 73% or higher. If they do proceed with the new penalty tax, which I hope they won’t, what...
Publications Article
Ontario Introduces Sweeping Changes to Workplace Laws with the Passing of Bill 148 By Fiona Brown and Nicholas Smith Dec 01, 2017 On November 22, 2017, Ontario’s Fair Workplaces, Better Jobs Act, 2017 (“Bill 148”) passed Third Reading. Bill 148 is anticipated to receive Royal Assent shortly and will substantially amend legislation applicable to employment and labour laws.
Publications Article
Ontario Government Passes Sweeping Changes to Employment Standards Legislation By Michael F. Horvat Nov 23, 2017 Bill 148, the Fair Workplaces, Better Jobs Act, 2017, was passed by the Ontario legislature on Wednesday, November 22, 2017. The changes to the Employment Standards Act, 2000, passed yesterday will impact all Ontario businesses and how they manage: independent contractors; scheduling an...
Publications Article
Teva Canada, Cheque Fraud and Risk Allocation for Collecting Banks By Jill P. Fraser and Timothy Jones Nov 22, 2017 In Teva Canada Ltd v TD Canada Trust, 2017 SCC 51, the Supreme Court of Canada ruled in a fiercely-contested, 5-4 split decision, that a company victimized by employee cheque fraud can recover its $5.5-million loss from the banks that deposited the fraudulent cheques. This ruling signifies that ...
Publications Article
CRA’s Super-Priority Remains Operative Over Pre-Bankruptcy Payments to Secured Creditor By Alyssa Gebert and Sean Green Nov 22, 2017 Secured creditors have taken note and expressed concern regarding a recent decision from the Federal Court of Appeal, which has upended conventional wisdom regarding the priority and treatment of GST/HST arrears in a bankruptcy. In Canada v. Callidus Capital Corp,1 the FCA found a secured credito...
Publications Article
Cannabis Excise Duties By Angelo Gentile Nov 17, 2017 On November 10, 2017, the Government of Canada announced its proposed excise duty framework (including detailed draft legislation) in respect of cannabis, which includes new excise duties and detailed licensing, stamping and reporting requirements for cannabis licensees.
Publications Article
Ontario Moves Closer to Marijuana Legalization By Fiona Brown and Margaret T. Nelligan Nov 17, 2017 On November 1, 2017, the Government of Ontario introduced Bill 174, Cannabis, Smoke-Free Ontario and Road Safety Statute Law Amendment Act, 2017. If passed, Bill 174 will enact, amend and replace legislation applicable to the sale, distribution and use of cannabis in the province of Ontario.
Publications Article
Debt Financing for Cannabis Companies – A Market Update By Graham Topa and Timothy Jones Nov 17, 2017 In the April 6, 2017 edition of Collateral Matters, Aird & Berlis LLP’s banking law newsletter, our article entitled A “Green Rush” for Debt Financing? canvassed some legal and business issues specific to debt financing of Canada’s regulated cannabis industry. The “green rush” towards equity fina...
Publications Article
Supreme Court of Canada Allocates Cheque Fraud Risks to Banks Oct 31, 2017 The Supreme Court of Canada has released its decision in Teva Canada Ltd. v. TD Canada Trust, 2017 SCC 51 (“Teva”). In a 5-4 split, the Supreme Court ruled that a company victimized by employee cheque fraud can recover its $5.5-million loss from the banks that deposited the fraudulent cheques.
Publications Article
Bill 139: Third Reading and Royal Assent Expected November 2017 By Patrick Harrington and Meaghan Barrett Oct 30, 2017 Bill 139 (Building Better Communities and Conserving Watersheds Act, 2017) is expected to return to Queen’s Park for Third Reading and receive Royal Assent in November 2017. The Bill’s coming into force date has yet to be determined.
Publications Article
Accommodation Before Frustration – Addressing Long-Term Absence from the Workplace By Michael F. Horvat Oct 27, 2017 For businesses both big and small, reintegrating an employee who is recovering from an illness or injury (whether suffered at work or on their own time) can be a difficult balancing act. The employer must be flexible and patient with the recovering employee in order to determine the nature and ex...
Publications Article
Canadian Securities Exchange and OTC Markets Group Announce Strategic Alliance to Attract Foreign Issuers to North America By Sherri M. Altshuler and Tyler Brent Oct 26, 2017 The Canadian Securities Exchange (“CSE”) and OTC Markets Group recently announced a strategic alliance to offer a new program for issuers looking to go-public in Canada and have cost-effective access to North American investors. Both the CSE and OTC Markets Group hope to utilize the strategic all...
Publications Article
TSX, TSX-V and CSA Clarify Their Positions on Listed Entities with Ties to U.S. Marijuana Market By Richard M. Kimel, Daniel Everall and Tyler Brent Oct 26, 2017 On October 16, 2017, the Toronto Stock Exchange (“TSX”), the TSX Venture Exchange (together with the TSX, the “Exchanges”) and the Canadian Securities Administrators (the “CSA”) released separate guidance clarifying their positions on the regulation of entities with ties to the U.S. marijuana mar...
Publications Article
Ontario Court Confirms No Construction Lien Act Deemed Trust in Bankruptcy By Sam Babe Oct 26, 2017 In a September 19, 2017 decision from the bench in the matter of Bank of Montreal v. Kappeler Masonry Corporation, et. al. (“Kappeler Masonry”), Madam Justice Conway of the Ontario Superior Court of Justice (Commercial List) (the “Court”) confirmed that commingling of construction project receipt...
Publications Article
Department of Finance Announces Abandonment of Surplus Stripping Proposals Oct 20, 2017 On Thursday, October 19, 2017, the Department of Finance announced that it will not pursue its proposed measures targeting transactions which are intended to convert income into capital gains (the “Surplus Stripping Proposals”). The Surplus Stripping Proposals were announced in the Ju...
Publications Article
Finance Minister Bill Morneau Clarifies Intended Scope of Proposed Tax Regime on Passive Investment Income Earned by Private Corporations Oct 19, 2017 On Wednesday, October 18, 2017, Minister of Finance Bill Morneau clarified some aspects of the Department of Finance’s proposed measures to tax investment income earned by private corporations (the “Passive Income Proposal”). The Passive Income Proposal was announced in the July 18, 2017 consulta...
Publications Article
Leasing to Cannabis Businesses By Marco Gammone and Daniel Everall Oct 12, 2017 The Controlled Drugs and Substances Act currently lists cannabis as a controlled substance.​1 The Act also stipulates that the production, possession and sale of cannabis is illegal. Though the Act carves out an exception for medicinal marijuana, the Access to Cannabis for Medical Purposes Regula...
Publications Newsletter
Doing Business in Canada - October 2017 Oct 06, 2017 Aird & Berlis LLP is pleased to present the October 2017 edition of Doing Business in Canada. This publication was developed to provide a general overview of Canadian federal and Ontario law and is intended for those planning to start, acquire or invest in a business in Canada.
Publications Article
Proposed Tax Changes: Act Now Sep 28, 2017 This message is further to our Tax News Flash released on July 18, 2017, in response to the Department of Finance’s legislative proposals to significantly alter the taxation of private corporations in Canada. If you or any of your family members own shares in a private corporation, you may be aff...
Publications Article
Practically Perfect - Errors in Financing Statements By Timothy Jones and Sean Green Sep 28, 2017 On September 14, 2017, Bill 154, Cutting Unnecessary Red Tape Act, 2017 (the “Bill”), passed its first reading in the provincial legislature. Among other things, the Bill proposes to amend the Personal Property Security Act (“PPSA”) and the Repair and Storage Liens Act (“RSLA”), aligning them wi...
Publications Article
The Government of Ontario Reveals Proposal for Regulatory Structure for the Sale and Distribution of Recreational Cannabis By Fiona Brown and Daniel Everall Sep 13, 2017 During the past couple of days, the Government of Ontario has announced a long-awaited decision regarding the anticipated expansion of the market for the legal use of cannabis. Until the implementation of amendments of the current federal legislation, the market for the legal use of cannabis in C...
Publications Article
General Partner Distributions: Subject to GST/HST? By Neil Bass and Angelo Gentile Sep 12, 2017 On September 8, 2017, the Department of Finance (“Finance”) released a series of draft legislative changes to the Excise Tax Act (Canada) (the “ETA”). Of particular note is legislation that will have broad ranging impact on limited partnerships that are engaged in investme...
Publications Newsletter
The Cannabis Act and Residential Tenancies By Tom Halinski and Meaghan Barrett Aug 16, 2017 In April, the federal government introduced Bill C-45 (the “Cannabis Act”), which provides for the legalization of recreational marijuana in June 2018. Until the Cannabis Act comes into force, the possession of marijuana for recreational use remains illegal (although individuals with licenses iss...
Publications Article
Ontario Proposes to Ease Rule Against Payments to Charity Directors By Jeremy D. Burke Aug 02, 2017 On July 10, 2017, the Ontario government published a draft amendment to a regulation under the Ontario Charities Accounting Act (the “Act”). The proposed amendment would modify the Ontario common law rule that currently prohibits a charity’s directors from receiving any compensation from the char...
Publications Article
Eco Oro: OSC Trumps TSX and Shows Willingness to Unwind Transactions By Daniel Everall, Liam Tracey-Raymont and Jonathan Yantzi Jul 27, 2017 On June 16, 2017, the OSC released the reasons for its earlier order (the “Order”) which reversed a tactical private placement in the context of a proxy contest involving Eco Oro Minerals Corp. (“Eco Oro”).1 The Order was initially issued in April of 2017. The OSC’s ...
Publications Article
Tax News Flash - Changes to the Income Tax Act By Marni Pernica and Barbara Worndl Jul 18, 2017 On July 18, 2017, Finance Minister Bill Morneau announced the release of a consultation paper and draft legislation to amend the Income Tax Act which target what the Liberal government perceives as unfair tax benefits afforded to private corporations and shareholders of these private co...
Publications Newsletter
Breach of Drug Policy Can Support Termination SCC Decides By Michael F. Horvat Jul 13, 2017 Whether it is due to increased workplace drug testing or the impending legalization of recreational marijuana use, the legal landscape of drug and alcohol addiction and the workplace continues to evolve. Canadian companies must be able to adapt to this changing dynamic with sound workplace polici...
Publications Article
Supply Crunch in Canadian Marijuana Market By Sherri M. Altshuler, Daniel Everall and Gaurav Gopinath Jul 11, 2017 With less than a year to legalization, a new challenge has surfaced: a shortage of high-quality legal cannabis. The supply crunch stems from the fact that demand for medical marijuana has outstripped production. The number of registered clients under the Access to Cannabis for Medical Purposes Re...
Publications Article
Limitation Periods: When is Litigation Appropriate? By Lynn Tay Jul 05, 2017 In the recent Ontario Court of Appeal (the “Court”) case of 407 ETR Concession Company Limited v. Day, the Court delineated the “appropriateness” requirement for the discovery of claims under the Limitations Act (the “Act”). The Court also clarified the ability...
Publications Article
Canadian Securities Regulators Turn Attention to Climate Risk Disclosures By Thomas A. Fenton and Gaurav Gopinath Jul 04, 2017 On March 21, 2017, the Canadian Securities Administrators (CSA) announced that it will undertake a review of public company disclosures of climate-related risks. The review will assess Canadian and international disclosure practices and collect anonymous feedback from investors and issuers. The a...
Publications Newsletter
How to Get it Right – Increased Use of Rights Offerings Leads to New Guidance By the CSA By Melanie Cole, Daniel Everall and Liam Tracey-Raymont Jun 30, 2017 Issuing securities through prospectus-exempt rights offerings is on the rise in Canada. The recent Staff Notice 45-323 (the “Staff Notice”), Update on Use of the Rights Offering Exemption in National Instrument 45-106 – Prospectus Exemptions from the Canadian Securities Administ...
Publications Newsletter
OSC Reports Uneven Use of New Prospectus Exemptions By Melanie Cole, Daniel Everall, Liam Tracey-Raymont and Jonathan Yantzi Jun 30, 2017 On June 15, 2017, the Ontario Securities Commission (the “OSC”) published OSC Staff Notice 45-715 2017 Ontario Exempt Market Report (the “Report”). The Report summarizes exempt market activity in Ontario and provides data regarding the use of recently introduced prospectus...
Publications Newsletter
CSA Publishes Proposed Amendments to Form 45-106F1 Report of Exempt Distribution By Melanie Cole, Daniel Everall and Liam Tracey-Raymont Jun 30, 2017 On June 8, 2017, the Canadian Securities Administrators (“CSA”) published proposed amendments (the “Proposed Amendments”) to Form 45-106F1 Report of Exempt Distribution (the “Form”) that could simplify the way issuers report prospectus-exempt distributions. The...
Publications Newsletter
TSX Publishes Proposed Amendments to Personal Information Form, Declaration and TSX Listing Application By Melanie Cole, Daniel Everall, Liam Tracey-Raymont and Gobind Ahuja Jun 30, 2017 On June 1, 2017, the TSX published proposed amendments (the “Proposed Amendments”) to the TSX Reporting Form 4 Personal Information Form (the “PIF”), the TSX Reporting Form 4B Declaration (the “Declaration”) and the TSX Listing Application (together with the PI...
Publications Newsletter
Municipal & Planning Law Bulletin - Top 10 Things You Need to Know About Bill 139 By Meaghan Barrett and Tom Halinski Jun 28, 2017 Bill 139 (Building Better Communities and Conserving Watersheds Act, 2017), which has received First Reading, proposes to continue the Ontario Municipal Board as the renamed Local Planning Appeal Tribunal, make fundamental changes to the Planning Act approval process, and revise the Conservation ...
Publications Article
Legalization of Recreational Marijuana: The Cannabis Industry’s Race to the Patent Office By Kimberly A. McManus, PhD and Erica L. Lowthers, PhD Jun 21, 2017 In April 2017, the Canadian federal government tabled a number of bills that are projected to legalize and regulate access to recreational marijuana by July 2018. It is estimated that the recreational marijuana market in Canada will generate approximately $5 billion in annual revenue, leading to ...
Publications Newsletter
Collateral Matters - A Fixtures FAQ Jun 14, 2017 The law of “fixtures” – items, most commonly equipment, that can be affixed to real property – falls at the intersection of real property law and personal property security law. The friction between these two legal regimes can create frustration and confusion for equipment financiers, mortgage le...
Publications Newsletter
Collateral Matters - Down to the Wire: Modernizing Canada’s Payment Systems By Alyssa Gebert Jun 14, 2017 Launched in 1999, the Large Value Transfer System (“LVTS”) is Canada’s system for the transfer of large electronic wire payments between Canadian financial institutions. The Payment Clearing and Settlement Act provides the legal framework to support the functioning of the LVTS. While the Bank of ...
Publications Newsletter
Collateral Matters - Receivers, Unions and the Lifting of the Stay: Are the Floodgates Open or Have They Merely Sprung A Leak? By Jeremy Nemers Jun 14, 2017 In what may prove either to be a landmark decision or a mere outlier confined to its unique facts, the Court of Appeal for Ontario in Romspen Investment Corporation v. Courtice Auto Wreckers Limited, et al.1 has overturned an earlier decision and lifted the stay of proceedings against a court-app...
Publications Article
The Tricky Question of Director Benefits By Jeremy D. Burke Jun 14, 2017 Charities across Canada are generally prohibited by federal tax policy and provincial law from compensating directors for acting as directors. However, many charities rely on directors for functions that extend beyond governance and charities might see good reasons to consider compensating direc...
Publications
Upcoming Webinar - Marijuana Legalization: Is Your Workplace Ready? Jun 13, 2017 Lorenzo Lisi & Michael Horvat will present Marijuana Legalization: Is Your Workplace Ready? Upcom... Lorenzo Lisi & Michael Horvat will present Marijuana Legalization: Is Your Workplace Ready? Upcoming Webinar - October 24, 2017.
Publications Presentation
Upcoming Webinar - Growing Your 'Cannabusiness': From Seeds to the Stock Exchange Jun 13, 2017 Margaret Nelligan, Kim McManus, Erica Lowthers & Fiona Brown will present Growing Your 'Cannabusi... Margaret Nelligan, Kim McManus, Erica Lowthers & Fiona Brown will present Growing Your 'Cannabusiness': From Seeds to the Stock Exchange. Upcoming Webinar - September 27, 2017.
Publications Newsletter
Decriminalization vs. Legalization: The Cannabis Act By Fiona Brown Jun 08, 2017 Canada is on track to be the first G7 country to provide for the legalization of cannabis on a national basis. On April 13, 2017, the federal government introduced the much anticipated Bill C-45, An Act respecting cannabis and to amend the Controlled Drugs and Substances Act, the Criminal Code an...
Publications Newsletter
Big Changes are Coming for Ontario Workplaces! Ontario Government Announces Intent to Amend Employment Standards Act By Michael F. Horvat and Meghan A. Cowan Jun 01, 2017 On May 30, 2017, the Ontario government announced its intention to introduce new workplace legislation, The Fair Workplaces, Better Jobs Act, 2017, which would significantly amend Ontario’s existing Employment Standards Act, 2000 and the Labour Relations Act, 1995.   The proposed legis...
Publications Newsletter
Real Estate Law Bulletin - What You Need to Know About the New Non-Resident Speculation Tax (and the PIPS5 Form) By Haley Wong May 29, 2017 The Ontario government has introduced a 15% non-resident speculation tax that applies to the purchase or acquisition of residential properties located in certain areas of Ontario by foreign corporations, foreign nationals and taxable trustees. NRST is payable in addition to provincial and municip...
Publications Newsletter
Ontario’s Changing Workplaces Review: A Focus on Penalties and Enforcement of Employment and Labour Standards in the Province By Michael F. Horvat May 26, 2017 After more than two years of review, which included twelve public consultation sessions held across Ontario, 200 presentations, 300 written submissions from stakeholders, and an interim assessment, the Ontario government’s long-awaited final report, The Changing Workplaces Review: An Agenda...
Publications Newsletter
Securities Law Bulletin - OSC Hits Pause, and Potentially Rewinds, Eco Oro’s Share Issuance By Liam Tracey-Raymont and Daniel Everall May 25, 2017 On April 23, 2017, the Ontario Securities Commission issued an order with potentially broad implications regarding the acceptable actions that a board of directors may undertake in the context of a proxy battle. The Order, among other things, set aside the Toronto Stock Exchange’s conditio...
Publications Newsletter
Dealing with the Difficult Employee By Lorenzo Lisi May 17, 2017 All organizations have to deal with the “difficult” employee. With enough knowledge of the law to be dangerous, this employee seems to know all the right buttons to push and takes up a considerable amount of time and resources to manage. 
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