New Prospectus Exemption

The Canadian Securities Administrators (the “CSA”) recently adopted amendments to National Instrument 45-102 Resale of Securities (“NI 45-102”) and changes to Companion Policy 45-102CP to National Instrument 45-102 Resale of Securities (“45-102CP”) (collectively, the …

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A Seller’s Promise: The Importance of Representations and Warranties

Buying or selling a business is similar to other substantive sales or purchases in life: sellers want to be clear to potential buyers about the business they are selling and buyers want to …

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Raibex Canada Ltd. v. ASWR Franchising Corp.: A Victory for Franchisors

Rescission Rights under Franchise Legislation: The Backdrop to Raibex

Section 6 of the Ontario Arthur Wishart Act (Franchise Disclosure), 2000 (the “AWA”) grants franchisees the right to rescind a franchise agreement under two circumstances:

1. section 6(1) of …

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CSE Requests Comments from Issuers with U.S. Marijuana-Related Activities on Impact of Cole Memorandum Rescission

The U.S. Department of Justice (the “DOJ”) published a memorandum on August 29, 2013 (the “Cole Memorandum”) indicating a policy shift of government priorities away from strict enforcement of federal cannabis prohibitions in those U.S. states …

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Exemption for Distribution of Securities outside British Columbia

Recently, the British Columbia Securities Commission (“BCSC”) revoked and replaced BC Instrument 72-503 – Distribution of Securities outside British Columbia with a new instrument bearing the same number and name (“BCI 72-503”).

BCI 72-503 provides exemptions from …

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Subject to good faith: Real estate vendors may not rely on discretionary conditions as a basis for accepting competing offers

In today’s real estate market, prospective purchasers may find themselves hastily making offers on properties, out of fear that someone else will beat them to the sale. To protect purchasers, realtors commonly include conditions in offers commonly referred to as …

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Facebook’s Terms of Use does not give California Court jurisdiction over the privacy rights of British Columbians

All users of Facebook agree to its Terms of Use as part of the registration process.  When doing so, users agree to submit to California courts when litigating any claim arising, and that the laws of California will govern.  Hence, …

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Proposed amendments to National Instrument 45-102 Resale of Securities (NI 45-102)

The Canadian Securities Administrators (CSA) recently published for comment proposed amendments to National Instrument 45-102 Resale of Securities (NI 45-102) that would introduce a new prospectus exemption for the resale of securities of a foreign issuer.

Proposed Exemptions

The proposed exemption …

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Permanent immigration to get easier for French and English speakers, those with Canadian siblings

In an effort to attract more skilled foreign talent, Canada is making it easier for applicants with siblings in Canada and those who are bilingual in French and English to immigrate permanently. As of June 6, 2017, qualifying applicants will

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Discretionary powers and the duty of good faith

A fundamental principle of contract law in Canada is that the parties to a contract are usually free to negotiate and agree upon any terms which will advance their respective (and sometimes mutual) interests. That being said, there are certain …

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