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CPTPP implemented in Canada: What you need to know

In this international trade brief, we discuss the implementation of the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP) and why this international trade arrangement presents yet another immense opportunity and challenge for Canadian businesses.

 

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Supreme Court of Canada rules in favour of lenders in Callidus

In a 2017 judgment discussed here, the Federal Court of Appeal permitted the CRA to assert a claim against a secured creditor who had received a repayment from its borrower prior to bankruptcy when the borrower also owed unremitted GST obligations to the Crown.

 

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Top 10 most-read Inside Internal Controls posts for 2018

This year on the Inside Internal Controls blog we’ve been covering some of the hot topics in internal controls, governance, information technology, not-for-profit, and business management.

 

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Influencer marketing: Understanding disclosure best practices

From the Instagram model advertising gifted products to the geek blogger paid to review video games, influencer advertising is now everywhere. Digital marketing is rapidly evolving (the world even saw its first CGI influencer earlier this year), and regulators are adapting accordingly.

 

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Who takes cyber risk?

Who is taking cyber risk? Is it the board and top management who are deciding how much scarce resource to invest in breach prevention, detection and response? Or is it the business leaders whose initiatives are damaged or worse should there be a security incident?

 

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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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Costco reports a material weakness in internal control. But is it really?

In an Oct. 4th news release, Costco Wholesale announced its operating results for the 4th quarter and full year expecting to report a material weakness in internal control.

 

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The basics of risk management

I want to congratulate David Hillson (a.k.a. the Risk Doctor) for his video explaining his view of risk management basics. In Risk management basics: What exactly is it?, he takes less than five minutes to sum up risk management with six questions:

 

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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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Integrated Project Delivery model in Canada: What you need to know

Before the end of 2018 the Canadian Construction Documents Committee (CCDC) is expected to publish a standard form contract for a relatively new project delivery model called Integrated Project Delivery (IPD).

 

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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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Talking about risk and opportunity

Some talk about opportunity as “the other side of the coin” from risk. COSO views the two words, risk and opportunity, as one is good and the other is bad. ISO seems them differently, defining risk as the effect on objectives. That effect could be positive or harmful.

 

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Ontario court applies statutory definition of franchise

In Fyfe v. Stephens, 2018 ONSC 5066 (“Fyfe”), the Ontario Superior Court of Justice found that the relationship between two parties was a franchise relationship, even though the agreement at issue expressly disclaimed a franchise relationship.

 

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Manitoba court finds that distribution arrangement is not a franchise

In Diduck v. Simpson, 2018 MBQB 76 (“Diduck”), the Manitoba Court of Queen’s Bench reviewed a distribution agreement and found that it failed to meet the test for a “franchise” under Manitoba’s Franchises Act, C.C.S.M. c. F156.

 

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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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