Prof. Anita Anand authors report on the use of "poison pills" in takeover bids

Thursday, October 29, 2015
Prof. Anita Anand

Proposed takeover rules will produce winners and losers and need rethinking, according to a new report by Prof. Anita Anand for the C.D. Howe Institute. In “The Future of Poison Pills in Canada: Are Takeover Bid Reforms Needed?,” Prof. Anand assesses the rules proposed by the Canadian Securities Administrators (CSA), and recommends a key change: do not implement the proposed 120-day bid period and retain the current 35 day period.

Time to prohibit dual class share structures?

Thursday, October 29, 2015

Centre for the Legal Profession roundtable discussed the advantages and disadvantages of DCS

By Sheldon Gordon

Do dual class share (DCS) structures need to be more strictly regulated in the interests of shareholder democracy—or even banned outright—by Canada's securities commissions?

The Constitutionality of Administrative Monetary Penalties: Defining the punitive paradigm

Kenneth Jull
Saturday, August 8, 2015

The Supreme Court of Canada released its anticipated decision in Guindon v. Canada[i]on July 31, 2015, which held that administrative monetary penalties ("AMPs") under section 163.2 of the Income Tax Act (the "ITA")[ii] are not offences that trigger constitutional protections such as the right to be presumed innocent.

Other AMPs schemes and the punitive paradigm

The door is still open for constitutional challenges to the myriad of other AMPs if they fall within the 'punitive paradigm'.  In Guindon, the Supreme Court observed that "[a] monetary penalty may or may not be a true penal consequence" and "[i]t will be so when it is, in purpose or effect, punitive."[iii]  Where a penalty's purpose or effect is punitive, this will trigger Charter[iv]rights.  The Court articulated a balancing test to determine whether an outcome is punitive:

Prof. Audrey Macklin co-authors "We need to better regulate Canadian companies abroad"

Tuesday, July 28, 2015

In a commentary in the Globe and Mail, Prof. Audrey Macklin and Prof. Penelope Simons of the University of Ottawa Faculty of Law argue that Canada can and should more closely regulate the conduct of Canadian oil, gas and mining companies operating overseas ("We need to better regulate Canadian companies abroad," July 25, 2015). The commentary responds in part to the report by the UN Human Rights Committee on Canada published a few days prior.

The New Integrity Regime in Canada – Revised Debarment Rules still too strict?

Kenneth Jull
Thursday, July 23, 2015

On July 3rd, 2015, the Canadian government announced a new Integrity Framework (the “Integrity Regime”), which applies to all federal procurement and debars suppliers who have been convicted of “integrity offences” from contracting with the federal government for 10 years.  A supplier may have its ineligibility period reduced by five years, if they meet the new disjunctive test and demonstrate that they: 

  • cooperated with law enforcement authorities; or
          
  • have undertaken remedial action(s) to address the wrongdoing.

.
“ Integrity offences”  include

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