Osler Guides

Doing Business in Canada

Doing Business in Canada

Successfully expanding into the Canadian market means understanding the country’s changing business and legal landscape. Our guide to Doing Business in Canada, complete with new chapters on Aboriginal law and risk management, can help you do just that.

Legal Year in Review

Competition Law Compliance in Canada

In the Legal Year in Review, we share our observations on the most significant legal developments of 2014 – from noteworthy securities regulatory reforms to landmark Supreme Court rulings.

Competition Law Compliance in Canada

Competition Law Compliance in Canada

Recognizing the critical importance of effective compliance programs, the Competition Bureau recently issued an updated draft of its Corporate Compliance Programs Bulletin, which outlines the seven fundamental components of an effective risk management strategy. Our infographic guides you through these key elements while highlighting the risks associated with violating the Competition Act.

Planning for 2015 – a 2014 Canadian Proxy Season Retrospective

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2015 Planning: A 2014 Canadian Proxy Season Retrospective provides a detailed examination of, and valuable insight into, key developments over the past year potentially impacting your organization.

Building a Proactive Risk Management Program


Increasingly, businesses face a myriad of issues that expose them and their officers and directors to litigation, regulatory, reputational and other risks. Utilizing appropriate resources and deploying them proactively best protects the reputation and long-term viability of any enterprise. By involving lawyers and other experts long before damaging issues arise, general counsel can avoid the type of hurried reaction that can push the problem beyond their control. Learn more in our whitepaper.

Directors' Responsibilities in Canada


Directors’ Responsibilities in Canada, a collaboration between Osler and the Institute of Corporate Directors, is the valuable reference all directors need to understand corporate governance best practices and fulfill their responsibilities among today’s constantly evolving business trends and market shifts.

Food Product Liability in Canada


The things we eat and drink can harm us as well as help us, a simple fact that has long made the food and beverage products industry a target for health and safety-related litigation. In recent years, however, food products have become subject to increasingly frequent and increasingly costly litigation, as both the industry’s complexity and consumer awareness of health hazards (both real and apprehended) have grown significantly. This white paper seeks to untangle the thicket by identifying five of the most frequent triggers for such litigation, and the steps that companies can and should take to minimize their legal risks – and the risks to their customers.

2014 Litigation Report: Managing Risk

2014 Litigation Report: Managing Risk

The rise of a highly litigious environment is gaining momentum in Canada, resulting in significant growth in risk for organizations in every aspect of their business and in every sector of the economy. Topics discussed include the risks associated with commercial practices such as procurement and data protection, through to project management and the rise of securities and consumer class actions.

2014 Capital Markets Report

2014 Capital Markets Report

Osler lawyers share observations gleaned from our experiences representing our clients on some of the most high-profile transactions of 2013 and offer insights into the trends that we believe will shape Canadian and global capital markets over the next year. Topics discussed include: the ongoing evolution of shareholder activism; what’s next for SOE investment in the oil and gas sector; the rise of Canadian pension funds as major players in the global economy; new growth in the technology sector; and approaches to risk management in project and resource development.

Lending in Canada – Key Issues for Foreign Entities

Lending in Canada – Key Issues for Foreign Entities

This guide considers some of the key issues related to lending activities in Canada by foreign entities.

Part I discusses the regulatory environment in which the foreign lender might be considered a “foreign bank” for the purposes of the Bank Act of Canada. Part II considers general issues related to taking security in Canada. Part III notes particular classes of assets for which different rules or considerations may apply. Part IV covers additional considerations in regard to liens and priorities. Part V considers issues applicable in Québec. Part VI deals with some general considerations in regard to lending in Canada. Finally, Part VII provides an overview of the enforcement of security in Canada.

Raising Capital in the United States: A Guide to Using MJDS for U.S. Public Offerings and Periodic Reporting

Raising Capital in the United States

This publication is written for Canadian companies considering accessing the U.S. public capital markets through the Multi-jurisdictional Disclosure System (MJDS) and for those Canadian companies that are already subject to U.S. public periodic reporting requirements and are eligible to satisfy those requirements through MJDS.

Research Report: Canadian Governance Highlights from the 2013 Proxy Season

Research Report: Canadian Governance Highlights from the 2013 Proxy Season

A heightened focus on board governance and shareholder engagement this proxy season prompted the research reflected in this Osler report. Our analysis shows how Canadian ompanies have responded to shareholder demands for a say on pay and international say on pay trends, taken advantage of new flexibility to communicate electronically with areholders via notice and access in Canada, and adopted advance notice requirements for director nominations and other activist shareholder defence measures.

2012 Class Actions in Canada 


Class Actions in Canada 2012 – The Year in Review and The Year Ahead contains Osler litigators’ analysis of decisions and trends that have affected Canadian class actions during the past twelve months, along with a look at expected developments in 2013.

2012 Capital Markets Review 


Osler lawyers review recent developments and offer insight into the year ahead in Canadian capital markets. The latest edition of our popular annual guide covers includes a general review of Canadian M&A and corporate finance activity in 2012, as well as in-depth articles on a range of topics including Asian investment in Canada’s resource sector, the continuing growth of the REIT sector, M&A in Quebec and recent developments in corporate governance.

2011 Doing Business in Canada 


Doing Business in Canada is designed to give business executives, counsel and potential investors from foreign countries a concise overview of Canada’s legal and economic framework and key business legislation. For those looking to pursue business opportunities in Canada, this guide outlines several unique aspects of doing business in Canada.

Reverse Take-Overs in Canada


A reverse take-over structure is often used where a traditional initial public offering is not feasible or practical. Companies wishing to access the Canadian capital markets by listing on the Toronto Stock Exchange or the TSX Venture Exchange may become listed through a number of methods including a traditional initial public offering, through a special purpose acquisition vehicle or by completing a reverse take-over of an existing listed issuer. This guide is a practical tool to assist directors and officers, potential acquirors and investors in understanding the issues surrounding reverse take-overs.

Acquisitions of Private Businesses in Canada

Acquisitions of Private Businesses in Canada

The purpose of this guide is to provide an overview of the mechanics involved in the acquisition of a private business in Canada. However, many of the issues would be relevant to the acquisition of other entities or businesses. The guide concentrates on the two main transaction structures - an asset purchase and a share purchase, and briefly describes other structures. Topics include the preliminary and ongoing documentation required for both asset purchase and share purchase transactions, the differences and similarities between the two transactions, liabilities imposed on purchasers, closing and post-closing matters and other considerations including tax issues, foreign investment, competition law and employment matters.

Canadian Public Company Mergers & Acquisitions

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While several different methods exist to acquire control of a Canadian public company, M&A transactions in Canada are most commonly effected by way of “take-over bid” or “plan of arrangement.” The Osler Guide to Canadian Public Company Mergers & Acquisitions describes in detail these acquisition structures, and other topics including pre-acquisition considerations, minority shareholder protections and directors’ duties.

2011 Capital Markets Review


Osler colleagues share their observations on Canadian capital markets in 2011 and also their predictions for 2012, providing commentary on topics they feel will most benefit our clients as we move into the year ahead. Topics include: Corporate finance; break-ups in M&A; developments in Canadian poison pill jurisprudence; global stock exchange consolidation; mining in Canada; foreign investment in Canada (a year after Potash); M&A activity in the pipeline sector; developments in the United States; and Basel III and other developments affecting Canadian financial institutions.

Corporate Governance in Canada

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We began updating Corporate Governance in Canada in the Fall of 2008 in anticipation of the Supreme Court of Canada’s decision in BCE Inc. Since then, the tumult in the global economy has created a pressing need for a current treatment of directors’ responsibilities.

Income Trust Conversions

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The Canadian income trust market has always been defined by continual changes in Canadian tax rules. Beginning on January 1, 2011, the application of the Specified Investment Flow Through (SIFT) tax will effectively level the playing field between trusts and corporations, leaving the income trust structure with little, if any, tax advantage.

InfoPAK on Canadian Competition Law

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Osler's team of leading competition law experts, together with the Association of Corporate Counsel, has created this document specifically for corporate counsel dealing with issues in competiton law. The practical guide highlights the similarities and differences between Canada's Competition Act and its U.S. counterparts.

InfoPAK on Canadian Labour & Employment Law

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Osler recently updated this substantive volume for the Association of Corporate Counsel's Employment and Labor Law Committee. Designed specifically to assist in-house counsel, this document provides an essential guide for legal professionals faced with Employment and Labour issues in Canada.

Raising Capital in the United States

Raising Capital in the United States

Osler's Raising Capital in the United States is a comprehensive guide for Canadian companies looking to access the U.S. capital markets under the Multi-jurisdictional Disclosure System (MJDS).

2010 Capital Markets Review

Capital Markets Review

Osler colleagues share their observations on Canadian capital markets in 2010 and also their predictions for 2011, commenting on the topics they feel will most benefit our clients as we move into the year ahead. Topics include: Foreign investment in the wake of Potash; the success of the Mining industry in 2010; the mid-market as the driving force of Canadian M&A activity; buy-side shareholder votes; the increased role of litigation in M&A tactics and strategy; the IPO environment in 2010 and beyond; high yield debt as a new source of capital in Canada; important considerations regarding shareholder activism; and the increasing power (and responsibility) of Boards and Special Committees.


Risk Management and Crisis Response

Offering timely updates and strategic insights on identifying, assessing and managing internal and external risk, Risk Management and Crisis Response provides readers with practical information to help them navigate through this complex topic. Written by members of Osler’s cross-disciplinary Risk Management and Crisis Response practice, the blog also tackles key regulatory developments, compliance requirements and court decisions while further exploring corporate governance and crisis response issues.


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The seminar addressed, Outline of Aboriginal Law, Issues for Quebec and Aboriginal People, Recent Case Law, Trends in Aboriginal Law.