The impact of COVID-19, including its wide-ranging effect on “business-as-usual” activities, raises a number of issues for companies. Listed companies are having to consider their ongoing disclosure obligations and how to hold shareholder meetings, and all companies are reviewing the implications of the coronavirus for their financial position and performance, as well as their financial arrangements.
Directors need to be mindful of their duties to employees, shareholders and other stakeholders and, in the context of transactions, deal timetables are being impacted and termination rights and logistics reviewed. Companies are also undertaking supply chain diligence and reviewing contractual terms as part of the identification of potential areas of legal or regulatory risk.
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Just in time for the 2021 proxy and continuous disclosure season, the Canadian securities regulators have published guidance for improved disclosures related to COVID-19.
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The Canadian Securities Administrators (CSA) have published their latest continuous disclosure review report, which includes guidance on reporting the impacts of COVID-19.
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If you have a recreational activity, adventure, or sports-orientated business you probably already have a liability waiver that customers or participants sign before they engage in activities on your premises.
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COVID-19 has had and will continue to have impacts on virtually every corporation in Canada and globally.
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Governments and regulators continue to provide relief to corporations from continuous disclosure and shareholder meeting requirements.
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As the COVID-19 pandemic continues to wear on, corporations must remain vigilant against the increased risk of fraud.
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On April 29, in a rare decision based on the “failing firm” rationale, the Competition Bureau announced it would not challenge the acquisition of Total Metal Recovery (TMR) Inc. by American Iron & Metal Company Inc. (AIM), because TMR would have likely exited the market without the merger.
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Remember, first and foremost, to consult the commercial lease to identify the clause that governs this situation, especially since a commercial lease does not terminate simply because a tenant goes bankrupt.
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Force majeure and alternative relief under standard form construction contracts and local law
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Federal and provincial corporate statutes in Canada generally require companies to hold an annual meeting of shareholders within 15 months of their last meeting and, under certain statutes, no later than six months after the end of such companies’ preceding financial year.
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New research conducted by Norton Rose Fulbright shows that force majeure clauses are already being invoked in certain industries and regions but that this is not yet leading to a domino effect to drag in other industries and regions.
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Sustainable finance has gained momentum in recent years due to an increasing appetite among investors for responsible investment options that appropriately consider environmental, social and governance (ESG) criteria in their valuation processes.
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At the beginning of the COVID-19 pandemic, both Health Canada and the Competition Bureau were quick to issue statements indicating they would continue to monitor the marketplace for false, misleading or deceptive marketing activities related to products claiming they could prevent, treat or cure the virus.
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During the current pandemic there are many competing priorities, including environmental legal obligations that remain in force.
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The Ontario government, the CSA, the Toronto Stock Exchange, the TSX-Venture Exchange, the Canadian Securities Exchange (CSE) and NEO Exchange (NEO) have all acknowledged that the COVID-19 outbreak presents significant challenges for market participants, including reporting issuers, in meeting obligations under corporate legislation, Canadian securities legislation or TSX, TSX-V, CSE or NEO rules.
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Canadian businesses continue to face unprecedented challenges in light of the rapid spread of COVID-19.
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In light of COVID-19, Institutional Shareholder Services (ISS) and Glass Lewis have provided updated guidance ahead of the upcoming shareholder meeting season.
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As COVID-19 continues, companies engaged in M&A transactions must overcome increased risk and uncertainties.
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The fraud triangle is a well-known tool in understanding fraud. The three sides – opportunity, incentive, and rationalization – offer an explanation to a person’s decision to commit fraud.
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The fiduciary duty (loyalty) and duty of care owed by directors and officers of Canadian corporations require them to oversee the management of the corporation with a view to the corporation’s best interests.
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Canadian businesses are facing unprecedented challenges in light of the rapid spread of COVID-19.
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On March 20, the CSA issued guidance on holding virtual or hybrid AGMs in light of increasing COVID-19 concerns (the Guidance).
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On March 17, 2020, we published a legal update on the application of “force majeure” clauses and the doctrine of "frustration" in common law in the context of the COVID-19 pandemic.
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In response to the mounting as COVID-19 (coronavirus) crisis, the CSA announced it will provide blanket relief from certain regulatory filings required to be filed on or before June 1, 2020.
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Businesses worldwide have been forced to navigate the challenges brought on by the rapid spread of COVID-19 (coronavirus), including interruptions to supply chains and challenges in meeting contractual obligations.
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COVID-19, a new disease caused by the novel coronavirus, has a confirmed presence in over 100 countries and dominates the global media.
MAC/MAE Clauses in the Context of COVID-19
January 6, 2021
The Dynamic Duo: Cyber-security and Due Diligence during the COVID-19 Pandemic
November 6, 2020
What’s the Alternative?: The Rise of Alternative M&A Deals in a Post-COVID World
October 30, 2020
M&A Opportunities in the COVID-19 Digital Transformation
October 23, 2020
Speaking the portability language: How portability clauses are helping debt-laden companies enter into M&A transactions
October 20, 2020
(Re) Starting-Up: Corporate records are the key to M&A in the age of COVID-19
July 9, 2020
Diamond In The Rough: Mining as a potential bright spot in M&A
June 23, 2020
Measuring The Impact Of COVID-19 On Canadian M&A
June 3, 2020
Securing Equity in Unsecure Times
May 20, 2020
Timely, or too soon? Competition Bureau releases guidance on “failing firm” claims in merger reviews
May 14, 2020
OSFI sets expectations on the use of Pillar II capital buffers for banks during the pandemic
May 7, 2020
COVID-19 Scams on the Rise and Enforcement on the Horizon
May 8, 2020
The Show Must Go On: The OSC Requires Enforcement Hearing to Continue Notwithstanding COVID-19
April 1, 2020
Managing Securities Litigation Risks in the Age of Uncertainty
March 26, 2020
The impact of the COVID-19 pandemic on E-Sports
June 9, 2020
Sick Days: the impact of a global pandemic on sports related contracts
April 1, 2020
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