Tag archives: Supreme Court of Canada

Legal update: branches of a corporation are one and the same

By Troy Ungerman (Toronto) on August 1, 2019 Posted in Litigation, Tax

In a recent unanimous decision of the full bench in 1068754 Alberta Ltd v Quebec (Agence du revenue) (1068754 Alberta Ltd.), the Supreme Court of Canada has upheld Quebec tax officials’ authority to demand information from a national bank that operates in multiple provinces including Quebec and Alberta, thereby asserting that different branches of the … Continue reading

Bill C-97 amendments to the CBCA: broadening the scope of management considerations

By Denise Gan (Toronto) on June 4, 2019 Posted in Governance and directors' liability

The 2019 budget implementation bill (Bill C-97) contains significant amendments to the Canadian Business Corporations Act (CBCA), which should be noted by organizations wishing to acquire Canadian targets. On April 30, 2019, Bill C-97 passed its second reading and was referred to Committee in the House of Commons. The amendments to the CBCA create the … Continue reading

Enforcement of restrictive covenants in commercial transactions

By Troy Ungerman (Toronto) on April 17, 2018 Posted in Employment and labour, M&A

Restrictive covenants are often a key mechanism by way of which the buyer of a business is able to protect the value of their purchase. Indeed, in a 2017 review of legal trends in Canadian private M&A, Thomson Reuters has reported that non-competition covenants were found in 52% of the closing conditions of share acquisition … Continue reading

Supreme Court of Canada clarifies law of rectification

By Troy Ungerman (Toronto) on February 15, 2017 Posted in Tax

Deals often come together very quickly. In all that rush, it’s easy for the parties to forget to think about all of the long term implications of the deal. Perhaps the parties simply didn’t realize that the deal would have certain consequences that frustrated their original intentions. Maybe the parties intended to avoid particular tax … Continue reading

Case update on the common law duty to act honestly

By Troy Ungerman (Toronto) on January 20, 2016 Posted in Corporate finance, Litigation

In 2014, the Supreme Court of Canada delivered a seminal decision, Bhasin v Hrynew (Bhasin), on common law duties of contractual performance. Earlier discussions on the case can be found here and here. In the Bhasin decision, the Court established a general obligation of good faith in the performance of contracts, and a duty of … Continue reading

Supreme Court clarifies test for merger review in Canada

By nrfdigitalteam on January 26, 2015 Posted in Antitrust, competition and regulatory, Corporate finance

Lays waste to Commissioner’s case on efficiencies, but serves as reminder of hazards of internal documents On January 23, 2015, the Supreme Court of Canada (SCC) released its much-anticipated decision in Tervita Corp. v Canada (Commissioner of Competition). In 2011, the Commissioner of Competition (Commissioner) challenged Tervita Corp.’s merger with a potential competitor, Complete Environmental Inc., … Continue reading