Legal News

In Fairstone Financial Holdings Inc v Duo Bank of Canada, Koehnen J. of the Ontario Superior Court of Justice (Commercial List) had the opportunity to further the limited jurisprudence on material adverse change/material adverse effect (MAE) clauses. Unsurprisingly, this jurisprudence has become more prominent as a result of the suddenness and uncertainty of the COVID-19 pandemic. In this decision, Koehnen J. considered the applicability of an MAE clause and other covenants in a share purchase.....

A recent case on estoppel by convention in the context of an owner's termination of a construction contract provides a valuable reminder to both legal practitioners and project personnel on the dangers associated with ignoring the contract, even when it may seem safe to do so....By: Bennett Jones LLP

On October 26, 2020, we provided an overview of the key features of Bill 37, Builders' Lien (Prompt Payment) Amendment Act, 2020, which is intended to amend the Alberta Builders' Lien Act (BLA) and become the Prompt Payment and Construction Lien Act. On October 28, 2020, Bill 37 passed its second reading in the Legislature of Alberta and on November 4, 2020, an amendment to Bill 37 titled Amendment A1 was carried. This amendment made substantial modifications to Bill 37 including......By: Bennet...

As businesses continue to adapt to COVID-19, so does the process and focus on M&A activity in this new environment. I recently moderated a panel on How to Get a Deal Done During COVID-19 at the Business Transitions Forum East Conference 2020, which looked at some of the key business and legal issues companies are dealing with in M&A....By: Bennett Jones LLP

While COVID-19 caused a dramatic slowdown to the deal-making boom of the last several years, we expect to see a resurgence in M&A activity in Canada and globally. Reuters reported that, "a deal frenzy in September led to a record third quarter with more than $1 trillion worth of transactions around the world, mostly focused on coronavirus-resilient sectors such as technology and healthcare."...By: Bennett Jones LLP

New infrastructure projects will be an important part of Canada's recovery from the COVID-19 crisis, and many will be situated on the path of reconciliation with Indigenous peoples. Listen to what the evolving legal, policy and business environments mean for engagement with Indigenous communities on investment in infrastructure projects in Canada. Serge Dupont hosts this discussion with Will Osler and Sharon Singh, all of Bennett Jones LLP....By: Bennett Jones LLP

The Canadian Securities Administrators recently published amendments to National Instrument 51-102 Continuous Disclosure Requirements (NI 51-102) related to the Business Acquisition Report (BAR) requirements. The amendments are intended to reduce the regulatory burden on reporting issuers that are not venture issuers (i.e., issuers that are listed on the TSX and not the TSXV) by changing the criteria under which an acquisition is considered a significant acquisition....By: Bennett Jones LLP

More and more buyers are using representation and warranty insurance (RWI) to supplement or replace indemnities from a seller in the sale of a business in Canada. While some of our clients, particularly private equity funds, use RWI regularly, other clients find themselves having to quickly familiarize themselves with how it works, sometimes in the middle of a complex mergers and acquisitions (M&A) transaction. Whether you are a RWI expert or not, two recent market reports from AON and Marsh JLT...

On August 7, 2020, the Government of Alberta launched Period 4 of the Site Rehabilitation Program (SRP) and released further details about the SRP, including information about the submission process for abandonment work and Phase 1 Environment Site Assessments (ESA), Indigenous company criteria, and further guidance for interim invoice reporting....By: Bennett Jones LLP

As Canada takes steps towards economic recovery from the COVID-19 pandemic, the health and safety concerns for building occupants are, and must be, paramount. There has been a lot of discussion around the future of office and retail space in Canada, as millions of employees are now working from home and social distancing guidelines limit the number of people allowed in bricks-and-mortar businesses. The issue is better framed, however, by asking how these spaces can be reimagined in a way that......