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Publications Article
The Powerful Protections of the Ontario Repair and Storage Liens Act By Timothy Jones and Jesse Waslowski Feb 15, 2018 An equipment finance company finances the purchase of a truck and registers a purchase-money security interest pursuant to the Personal Property Security Act (Ontario) to protect its interest. The truck breaks down and is taken in for repairs. While the truck is in the shop, the debtor defaults u...
Publications Article
Cryptocurrency Assets Under Insolvency and Personal Property Security Law By Timothy Jones and Dillon Collett Feb 15, 2018 Encrypted digital currencies (“cryptocurrencies”), particularly Bitcoin, have recently become the target of enormous international speculation and market scrutiny. Some expect cryptocurrency payments and other transactions tracked via distributed ledger technology (“DLT”, of which “blockchain” te...
Publications Article
Ontario Publishes Documentation Requirements for Exempt HVAC Door-to-Door Transactions By David Stevens Feb 12, 2018 Recently, we wrote about new provisions of the Ontario Consumer Protection Act that will prohibit a range of door-to door consumer transactions. The new rules, which come into effect on March 1, 2018, will make unsolicited “direct agreements” unenforceable for HVAC equipment and other items such ...
Publications Article
Third Strike for Ontario Construction Lien Act Deemed Trust in Bankruptcy By Sam Babe Feb 09, 2018 In a January 31, 2018 decision from the bench in the matter of Royal Bank of Canada v. A-1 Asphalt Maintenance Ltd. (Court File No. CV-14-10784-00CL) (“A-1 Asphalt”), Madam Justice Conway of the Ontario Superior Court of Justice (Commercial List) (the “Court”) held that the deemed trust provision...
Publications Article
When Can a CCAA Monitor Bring an Oppression Claim Against a Stakeholder? By Steven L. Graff, Mark van Zandvoort and Timothy Jones Feb 01, 2018 Until a court orders otherwise, a monitor appointed under the Companies’ Creditors Arrangement Act is a neutral party and may not take sides in favour of one stakeholder over another. When can a monitor depart from this neutral role and launch litigation that favours certain creditors to the detr...
Publications Article
Ontario Ban on Door-to-Door Agreements for HVAC Products Comes Into Effect on March 1, 2018 By David Stevens Jan 24, 2018 New provisions of the Ontario Consumer Protection Act will prohibit a range of door-to-door consumer transactions. The new rules, which come into effect on March 1, 2018, will make unsolicited “direct agreements” for HVAC equipment and other household appliances unenforceable. Newly-released amen...
Publications Article
Canadian Securities Administrators to Consider Disclosure-Based Regulatory Approach after U.S. Rescinds the “Cole Memorandum” By Richard M. Kimel, Daniel Everall and Tyler Brent Jan 16, 2018 On January 12, 2018, the Canadian Securities Administrators (the “CSA”) announced that they were considering their disclosure-based regulatory approach for issuers with U.S. marijuana-related activities.
Publications Article
Municipal Land Use Planning Regulations and Cannabis Production Facilities By Laura Dean and Josh Hilburt Jan 10, 2018 Individuals and corporations seeking to become licensed producers of cannabis are advised to pay close attention to municipal land use permissions when conducting due diligence in relation to the purchase of property for the purpose of setting up their production facility.
Publications Newsletter
Machine Guarding and Electrical Hazards: Ministry of Labour Kicks off 2018 with Industrial Sector Inspection Blitz By David S. Reiter Jan 03, 2018 Each year, the Ministry of Labour (MOL) schedules inspection blitzes in specific sectors as part of its overall Occupational Health and Safety Act (OHSA) enforcement strategy. Although the focus of the blitzes is announced ahead of time, individual workplaces are not identified in advance.
Publications Article
Province Releases Summary of Inclusionary Zoning Regulations By Laura Dean Dec 20, 2017 On December 18, the Province of Ontario released a long-awaited summary of its proposed inclusionary zoning regulations. These regulations would implement the provisions of the Promoting Affordable Housing Act, 2016 (Bill 7), which received Royal Assent on December 8, 2016.
Publications Article
Bill 177 Amends Occupational Health & Safety Act By David S. Reiter and Cynthia R. C. Sefton Dec 18, 2017 While there has been a steady increase in the enforcement of health and safety violations at workplaces by the Ministry of Labour (MOL) in recent years, the Occupational Health & Safety Act (OHSA) hasn’t always kept pace. That has now changed. Bill 177, the Stronger, Fairer Ontario Act (Budget M...
Publications Article
Bill 139 Receives Royal Assent By Patrick Harrington Dec 12, 2017 Today, Bill 139 received Royal Assent and came into force as the Building Better Communities and Conserving Watersheds Act, 2017. While the Act itself came into force today, the Schedules to the Act (which contain the legislative amendments) come into force on a day to be named by proclamation ...
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 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 ...
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