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Inside Internal Controls

News and discussion on implementing risk management

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Corporate Governance

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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Libel by tweet: Ontario Court of Appeal upholds dismissal of Twitter libel claim under anti-SLAPP legislation

A recent decision from the Ontario Court of Appeal (ONCA) adds to the growing body of Canadian case law confirming that tweets certainly can be libelous, though protections exist for comments on matters the court finds to be of public interest, including through anti-SLAPP legislation.

 

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What happens when a commercial tenant does not follow the proper procedures to renew a lease?

A recent case from the Ontario Court of Appeal sets out an interesting chain of events. In the case of North Elgin Centre Inc v McDonald’s Restaurants of Canada Limited, 2018 ONCA 71, the tenant (“McDonald’s”) had entered into a 20-year lease with North Elgin Centre Inc. (the “Landlord”) and had spent time and money on building their restaurant.

 

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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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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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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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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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UK government guidance on risk and cyber: the very good and the very bad

The National Cyber Security Center (NCSC) is a part of the UK’s Government Communications Headquarters (GCHQ). If you are like me, you may have only heard about GCHQ in an unflattering context, that of working with US intelligence agencies to spy on foreign heads of state and hack foreign agencies.

 

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AMF not successful in convincing Court of Appeal in a market manipulation case

Very recently, the Québec Court of Appeal rendered a judgment addressing the elements constituting an offence for market manipulation as set forth in section 195.2 of the Québec Securities Act.

 

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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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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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Targeting the “middle-man”: Intermediaries face $250,000 in penalties for aiding “malvertising” under CASL

CASL compliance has turned to a new group of actors: the service and infrastructure providers that spammers and fraudsters utilize to perpetrate CASL offences.

 

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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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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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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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