Osler Updates

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OECD Releases 2014 BEPS Deliverables

On September 16, 2014, the OECD released the first seven of 15 deliverables promised as part of the OECD/G20 base erosion and profit shifting (BEPS) Action Plan. This Update summarizes the principal aspects of this release, including reports on the Digital Economy (Action 1); Hybrid Mismatch Arrangements (Action 2); Harmful Tax Practices (Action 5); Tax Treaty Abuse (Action 6); Transfer Pricing & Intangibles (Action 8); Transfer Pricing Documentation and Country-by-Country Reporting (Action 13); and Developing a Multilateral Instrument (Action 15). 

Sept 16, 2014

Canadian Securities Administrators Propose Significant Amendments to Take-Over Bid Regime

The Canadian Securities Administrators (CSA) have announced that they intend to publish for comment amendments (the Proposed Bid Amendments) that, if implemented, will result in significant changes to the take-over bid regime in Canada. 

Sept 12, 2014

The Uncertain Future of Predicted Utility

There is no more contentious question in Canadian patent law at the moment than the question of utility. Much of the debate focuses on whether an invention need only have a scintilla of utility or whether utility must be measured against the promise of the patent. 

Sept 10, 2014

Ontario Superior Court Upholds Consultation

In Wabauskang First Nation v. Minister of Northern Development and Mines et al., the Ontario Superior Court of Justice made a significant observation confirming earlier guidance from numerous court cases across Canada, finding that if there had been an improper delegation or a failure to fulfill the duty to consult, the remedy would have gone against Ontario and not against Rubicon. 

Sept 5, 2014

OSC Rejection of Insider Trading Allegations Emphasizes Prosecution Difficulties

On August 26, a panel of the Ontario Securities Commission released its highly anticipated decision involving allegations of insider trading, tipping and conduct contrary to the public interest in connection with the hostile takeover bid of Baffinland Iron Mines Corporation by Nunavut Iron Ore Acquisition Inc. The decision dismissed all allegations against the respondents, once again demonstrating the difficulties in prosecuting such cases. 

Aug 28, 2014

Alberta Energy Regulator to Take Charge of Environmental Impact Assessments for Energy Resource Activities

Effective October 1, 2014, the Alberta Energy Regulator will assume responsibility for directing the Environmental Impact Assessment process for large energy projects such as oil sands mines, most oil sands processing plants and surface coal mines. This transfer of responsibility will allow the AER to govern the regulatory process for these projects from the initial environmental assessment phase through to project approval, closing what is viewed by some as a gap in Alberta’s “one window” approach to energy regulation.

Aug 20, 2014

Ontario Court Of Appeal Upholds Finding of Breach of Fiduciary Duty Respecting Executive Compensation

The Ontario Court of Appeal recently upheld a trial court decision which concluded that the CEO, who was also a director, breached his fiduciary duty to the corporation when the directors of Unique Broadband Systems, Inc. approved changes to a share appreciation rights plan and an extraordinary bonus.

Aug 20, 2014

Ontario Court Considers Content of Implied Duty of Good Faith in Business Negotiations

In SCM Insurance Services Inc. v. Medisys Corporate Health LP, Justice Wilton-Siegel found that, in the circumstances, a party was given the right of first negotiation and was therefore owed a duty to negotiate in good faith.

Aug 19, 2014

Supreme Court of Canada Limits the Right to Appeal Commercial Arbitral Decisions on Issues of Contractual Interpretation

In Sattva Capital Corp. v. Creston Moly Corp., 2014 SCC 53 (Sattva), released August 1, 2014, the Supreme Court of Canada overturned the historical approach and held that contractual interpretation involves questions of mixed fact and law rather than pure questions of law. As a result, leave to appeal from an arbitral award interpreting a contract should not have been granted. 

Aug 5, 2014

Debate Continues Regarding Proposed Cooperative Capital Markets Regulatory System

On July 9, 2014, on what Finance Minister Joe Oliver called “a landmark day” for reforming Canada’s capital markets regulatory regime, the federal government announced that Saskatchewan and New Brunswick had agreed to join Canada, British Columbia and Ontario in the Cooperative Capital Markets Regulatory System (CCMR).  

July 25, 2014