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Inside Internal Controls

News and discussion on implementing risk management

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Corporate Administration

The Supreme Court of Canada confirms that the Doctrine of Unforeseeability is not part of the Civil Law of Contracts in Québec

The issues to be determined by the Supreme Court of Canada (“SCC”) in this highly anticipated decision included whether the doctrine of unforeseeability (hardship) was an integral part of Québec law, or the requirements of good faith and equity could provide a legal basis for the claims made by CFLCo.

 

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Ontario court declines to order franchisees to pay royalties

In a recent Ontario case, the Justice was faced with a claim by a franchisor against seven of its 11 franchisees who had ceased paying royalties and marketing fund contributions to their franchisor.

 

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Mistakes to avoid in conducting effective workplace investigations

Experience has shown us time and again that, of all the elements contributing to effective investigations, investigators consistently dedicate insufficient time and effort in a few critical areas; four to be exact.

 

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Security breach notification and reporting requirements are now in force under Canada’s PIPEDA

Canada’s long-awaited federal private-sector data breach notification and reporting requirements came into force on November 1, 2018.

 

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Compliance training makes the slope a little less slippery

That recent academic research finding that strong internal reporting correlates to better business outcomes is welcome news for corporate compliance professionals, with all sorts of implications for how to run a compliance program smartly.

 

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Deloitte Internal Audit 3.0 has major flaws

Earlier this year, Deloitte published Internal Audit 3.0, The future of Internal Audit is now. It’s great that they are encouraging internal audit departments to change so they can meet modern demands, but their presentation that they are offering something novel and disruptive is way off the mark.

 

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We’re at a tipping point for third-party risk management

If indeed creating a culture of ethics, integrity and respect is the top objective of more than two-thirds of organizations, we could start seeing the results very soon when it comes to a new wave of investing in third-party systems.

 

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Robust information about purchasers/assignees may be required before contracts will be assigned under the CCAA

In Dundee Oil and Gas Limited (Re), 2018 ONSC 3678, Justice Dunphy provided some important guidance on information that should be provided to the court in support of a motion for an order assigning contracts pursuant to section 11.3 of the Companies’ Creditors Arrangement Act, RSC 1985, c. C-36.

 

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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.

 

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