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Inside Internal Controls

News and discussion on implementing risk management

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Corporate Administration

Ontario court declines to enjoin termination of franchise agreement

In the recent decision Azmoon Trading Inc. v. Caffe Demetre Franchising Corp., 2018 ONSC 2868 (“Azmoon”), the Ontario Superior Court of Justice dismissed a Franchisee’s motion for injunctive relief prohibiting the Franchisor from terminating the franchise agreement (the “Agreement”).

 

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Good decisions take time and more

Do risk, governance, and audit practitioners consider the problem of decisions where insufficient time was taken to obtain the necessary information, consult with all affected parties, and THINK about the options?

 

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Modernizing Canada’s industrial design regime: Top 10 changes

On June 27, 2018, the Government of Canada published upcoming changes to the Industrial Design Regulations (IDRs). The revised IDRs amend industrial design practice under the existing Industrial Design Regulations and introduce new provisions to implement the Hague Agreement for international industrial design applications and registrations.

 

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Why are SOX compliance costs increasing so much?

From a recent survey by Protiviti, the information on how many organizations had to issue a cyber-security disclosure is interesting. Apparently, this generally resulted in an increase on SOX compliance hours – although the reason for a significant increase is not clear.

 

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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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Learn from British Airways’ security breach reporting and notification

British Airways’ experience described in this article underscores that cybersecurity is important, and Canadian entities preparing for mandatory security breach reporting and notification coming into force soon can take lessons from British Airways’ response to a security breach.

 

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Jeffrey Sherman to present at GTA Accountants Network | Early-bird rates, CPD hours

The GTA Accountants Network/Finance Network (GTAAN/GTAFN) and First Reference are presenting four special training sessions for CPD hours in November 2018 on governance, risk management, treasury management, effective internal controls and how best to deal with organizational disruption caused by new technologies, disintermediation and demographic changes.

 

The “Weinstein Clause” may mark a new era of social due diligence

To gauge the civility of an organization’s culture, adequate policies and training are not enough. The behavior and accountability of top leadership play a key role. You can’t delegate ethics. And it seems the “Weinstein Clause” indicates that boards are finally beginning to understand that.

 

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The Crown pierces the corporate veil: Court imposes liability on individual for fines imposed against a corporate defendant

An Ontario Court has revolutionized the law with respect to whether an individual can be held personally liable for fines imposed against the corporation for breaches of regulatory legislation.

 

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Canada takes next steps towards implementing the MLI

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The objective of the MLI is to implement measures to counter base erosion and profit shifting (“BEPS “) without requiring each party to a bilateral tax treaty to enter into a bilateral negotiation process.

 

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The most important question is WHY

Too often, people do things without asking themselves why they are doing them. It may be because that is what they have always done, what somebody told them to do, or because they read about it in a book or standard.

 

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Wade-ing into the limits on post-contractual conduct: BC Court of Appeal confirms post-contractual conduct may be considered only if contract contains ambiguity

Attempts by litigants to rely on post-contractual conduct are not uncommon in commercial litigation involving contractual interpretation. However, in the case of Wade v. Duck, an important reminder is offered that Canadian contract law places strict limits on the circumstances in which courts may have recourse to post-contractual conduct when interpreting a contract.

 

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What is an internal control, really?

What is a control, at an abstract level: what is it supposed to achieve, and how is it supposed to operate within an organization?

 

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Has #MeToo changed the game for board-level compliance training?

Organizations should be applauded for their improvements in board compliance training. But they need to keep working, to channel their increased focus on board awareness and to make sure that their directors are getting the right training to truly lead their organizations.

 

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What is your consolidated risk exposure?

This article discusses consolidated risk exposure and different risk management tools.

 

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