Publications
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The External Directors of a SME
OVERVIEW: Good governance can and should create value for SMEs Good governance can constitute protection against a director’s potential liability The general duties of the director of a SME are the same as those of the director of a large corporation (care and loyalty) The terms (…)
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Legal newsletter for business entrepreneurs and executives, Number 18
CONTENTS Easing the financing rules while waiting for crowdfunding Avoiding disputes by entering into a shareholders’ agreement Tenth anniversary of Bill 72 : Land protecton and rehabilitationEASING THE FINANCING RULES WHILE WAITING FOR CROWDFUNDINGJosianne BeaudryThere is no doubt (…)
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An unprecedented decision of the Court of Appeal: a judgment authorizing a class action under the Securities Act may be appealed
INTRODUCTIONOn July 17, 2013, the Court of Appeal issued an unprecedented judgment in Quebec in the case of Theratechnologies inc. v. 121851 Canada inc.1 Justice Clément Gascon, writing for the court, held, in a unanimous decision, that a judgment having authorized a class action for damages under (…)
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Prospectus offerings in Canada: a comprehensive guide to the improved Canadian marketing rules for issuers and investment dealers
On August 13, 2013, significant amendments to National Instrument 41-101 - General prospectus requirements, National Instrument 44-101 - Short form prospectus distributions, National Instrument 44-102 – Shelf distributions and National Instrument 44-103 – Post-receipt pricing (and their (…)
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Class action based on the thesis of constructive dismissal: the Superior Court dismisses the application for authorization
In July 2007, Allstate Insurance Company of Canada (hereinafter referred to as “Allstate”) sent a notice of change of working conditions to all its insurance agents. Allstate was then employing approximately 90 agents in Quebec.The notice was sent 26 months prior to the implementation of (…)
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Legal newsletter for real estate professionals, Number 7
CONTENT What Happens when an Option to Terminate is not Exercised in Accordance with its Terms? The Landlord's Obligation to Provide Peaceful Enjoyment WHAT HAPPENS WHEN AN OPTION TO TERMINATE IS NOT EXERCISED IN ACCORDANCE WITH ITS TERMS?Chantal JoubertAn option for the renewal or (…)
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Supreme Court of Canada rules on random alcohol testing
The Supreme Court of Canada recently rendered a divided decision in which it concluded that an employer’s policy imposing mandatory random alcohol testing was not justified.1 This decision is of interest to employers in Quebec since it confirms arbitral case law on the subject.BackgroundIn (…)
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Can smoking at work justify an automatic dismissal?
In a recent arbitration award, an arbitrator assessed a company's internal policy which provided for the dismissal of any employee caught smoking at the employer's plant of on its property, even in the case of a first offence.1THE DISPUTEThe plaintiff worked at ADM Milling Co.’s flourmill for (…)
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Special Quorums : Recent news on responsible defences with respect to shareholder activism
In September 2012, we reported that the Supreme Court of British Columbia had rendered a judgment1 confirming that a corporate policy imposing an advance nomination process for a shareholders’ meeting was reasonable and did not infringe the shareholders' rights relating to the election of the (…)
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Failure to comply with the provisions of the Regulation respecting the application of the Consumer Protection Act dealing with notices of forfeiture of the benefit of the term
Although non-compliance with the Consumer Protection Act (the “CPA”) is generally sanctioned by the nullity of the CPA non-compliant clauses, or of the contract in its entirety, in cases involving written notices of forfeiture of the benefit of the term, the courts have sometimes decided (…)
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Quarterly legal newsletter intended for accounting, management, and finance professionals, Number 20
CONTENTS Life Insurance Policy: How to Extract Funds from a Corporation with No Tax Impact Constructive Dismissal Analyzed in the Context of a Business Acquisition The Right of Withdrawal, a Controlled Form of Contractual Freedom Transfers of Residences Involving a Spousal Testamentary Trust (…)
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E-Distribution of Insurance Products: the CCIR Publishes its Recommendations
In January 2012, the Electronic Commerce Committee of the Canadian Council of Insurance Regulators (CCIR)1 released an issue paper entitled “Electronic Commerce in Insurance Products”, through which it invited insurers and intermediaries to provide feedback on certain targeted issues (…)
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A wake-up call to merchants : The cost of “illegible” consumer contracts
Recently, the Court of Québec reminded merchants of their responsibility to ensure that consumers are cognizant of important contractual clauses at the time a contract is entered into. In the case of 159191 Canada inc. (Discount Location d’autos et camions) c. Waddell1, the Court had to decide (…)