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Inside Internal Controls

News and discussion on implementing risk management

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Author Archive - Occasional Contributors

In addition to our regular guest bloggers, Inside Internal Controls blog published by First Reference, provides occasional guest post opportunities from various subject matter experts on the topics of risk management and best practices in finance and accounting, information technology, environmental issues, corporate governance, sales/marketing and operations, not-for-profits and business related issues in Canada. If you are a subject matter expert and would like to become an occasional blogger, please contact Yosie Saint-Cyr at editor@firstreference.com. If you liked this post and would like to subscribe to Inside Internal Controls blog click here.

Frequently asked questions regarding cannabis promotional materials

Many licensed producers are curious about how they can promote their product and their brand now that the Cannabis Act is in force. When preparing any materials that will be provided to registered clients, potential consumers or health care practitioners, we suggest licensed producers ensure they are familiar with the legislative environment applicable to promotional materials.

 

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Fixing the leak: Discount fined $700,000 for drip pricing

Discount Car & Truck Rentals Ltd. recently became the fourth car rental company to reach an agreement with the Competition Bureau to settle allegations that they were advertising unattainable prices, a practice known as drip pricing.

 

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Concerned about risk? #MeToo: A discussion on civil liability, sports and the #MeToo movement

The ever-changing landscapes of political, social and technological advances mean that risk factors for organizations are constantly evolving.

 

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Bitcoin and cryptocurrency litigation

Bitcoin and other cryptocurrencies are gaining more attention as days pass. Aside from the advantages that cryptocurrencies have like anonymity and easy international transactions, people are enticed by the fact that it can become a good investment.

 

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Amendments to Canadian private placement reporting requirements come into force

This bulletin highlights some important aspects of the recent amendments (the “Amendments”) to National Instrument 45-106 – Prospectus Exemptions, its related companion policy and Form 45-106F1 (the “Report”), as they relate to reporting sales of securities in Canada under private placement prospectus exemptions. The Amendments came into force on October 5, 2018.

 

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What constitutes a MAC in an M&A deal?

On October 1, 2018, the Delaware Court of Chancery released its decision in Akorn, Inc. v. Fresenius Kabi AG, finding for the first time that a buyer had properly terminated a public company merger agreement based on the occurrence of a “material adverse effect” (sometimes also referred to as a “material adverse change,” “MAC” or “MAE”).

 

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First review of the GDPR: Four findings after four months

With four months of life behind the GDPR, now is an opportune time to review those developments. Indeed, after assessing those four months we can make the following four findings.

 

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Contractual terms by convention: When parties fail to explicitly set contractual terms

One of the frequent issues encountered in contractual litigation is parties failing to negotiate and set to writing the contractual obligations that exist between them. So long as the parties are getting along and no questions are raised about anyone’s obligations, the lack of written contractual terms may not be an issue and convention will general dictate the parties’ interactions.

 

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The nascent CRISPR-Cas9 patent landscape in Canada

CRISPR-Cas9 is a technology with the potential for an unimaginable impact on society. CRISPR (Clustered Regularly Interspaced Short Palindromic Repeats) allows scientists to edit genomes in living organisms at the cellular level by guiding a “scissor-like” protein to targeted sections of DNA within a cell, and then prompting it to alter or “edit” the DNA in some way.

 

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Contracts of purchase and sale: Removing subjects

Most people familiar with the purchase and sale of real property are familiar with subject to clauses, the full legal significance of such clauses can be a source of confusion. The misunderstanding of the legal meaning of subject to clauses was at the heart of the litigation in Dhaliwal v Binepal.

 

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Canada moves forward with a remediation agreement regime

It is likely that many organizations will choose to enter into a remediation agreement with the hope of obtaining a stay of the charges and avoiding the risk of a lengthy prosecution and subsequent criminal conviction.

 

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Rules of the game (Part 1): Copyright protection of video games in Canada

The Canadian Copyright Act does not identify video games as a specific type of work and the courts have not directly stated what type of “work” video games fall under, but the courts have recognized that video games are protected under copyright.

 

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What can employers do to prevent security breaches from the inside?

Until employers start to prioritise information security, then the culture won’t change and employers will continue to make mistakes. But if those mistakes do happen and data is breached, then employers need to be smart and act quickly to ensure the best possible defence is available.

 

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Vicarious liability for the intentional torts of workers

It is not always clear when an organization will be liable for the intentional wrongs committed by its representatives. Recent case decisions underscore the difficulty in determining in what circumstances an organization will be held vicariously liable for the intentional wrongs of its workers as well as the challenges in trying to gauge whether a court will find that there was sufficient connection between such intentional wrong and the worker’s duties.

 

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What happens to your franchise agreement in the event of a change in the law?

Because franchise agreements are often signed for long periods of time (generally two to ten years), it is very important for any franchisor, and for anyone drafting a franchise agreement, to make sure that the risk (which is very real and constant) of laws or regulations being changed or of new laws or regulations, or new case law, is covered by appropriate provisions that properly tailored to the network’s industry.

 

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