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Inside Internal Controls

News and discussion on implementing risk management

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Function and form

A recent decision of the Tax Court illustrates a concept whose importance is only matched by the universality to which it is ignored. The case of Lichtman involved a number of Orthodox Rabbis teaching at an Orthodox Jewish school in Vancouver. The Rabbis claimed what is known as the “Clergy Residence Deduction” and ultimately lost their case.


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Alberta Court of Appeal reaffirms importance of considering factual matrix in contractual interpretation

The rules of contractual interpretation have evolved significantly in the last several years in Canada. At one time, the circumstances surrounding the preparation of a contract were rarely considered by the courts; the courts preferred to look within the “four walls” of the contract to interpret ambiguous phrases or to resolve uncertainties. More recently, however, the courts have begun to consider all of the circumstances involved in the drafting of the contract in order to give meaning to it and to ensure that the intention of the parties is carried out.


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Ontario Introduces Bill 142, Construction Lien Amendment Act, 2017: It’s much more than just liens!

On May 31, 2017, Ontario Attorney-General Yasir Naqvi introduced Bill 142, entitled “Construction Lien Amendment Act, 2017”. The Bill follows upon a report commissioned by the Ontario government and prepared by Bruce Reynolds and Sharon Vogel entitled “Striking the Balance: Expert Review of Ontario’s Construction Lien Act”. If enacted, the proposed legislation will introduce what is arguably the most sweeping set of changes that the Canadian construction industry has ever seen.


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The pitfalls of unwritten contracts – Part 3

Getting your contracts in writing is half the battle. You must also ensure that your contract says what you want it to say, and says it clearly. The main issue in the following case was the interpretation of an employment agreement.


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The pitfalls of unwritten contracts – Part 2

Many employers still do not enter into written contracts with their employees. A recent case from British Columbia illustrates why this is a bad idea. The parties ended up in Court, where a Judge had to piece together testimony and the facts at the time the contract was made, to determine the nature of contract.


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The pitfalls of unwritten contracts – Part 1

This is not to suggest that written contracts provide perfect inoculation against lawsuits—litigants often misunderstand the obvious; written information may be open to multiple interpretations; and people sue even when they have no case. Two important considerations when making an agreement that you wish to be legally binding and enforceable in a court of law, are:


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How long is it? Records retention basics

What are the time limits for those boxes accumulating dust in the archives? Does all backup material need to be kept or just the final product? Who is actually making sure that this happens?


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What critical elements should appear in every third-party service provider contract?

Whenever data leaves the control perimeter of a company, there is a risk that the data will not be protected at the same level of security that is required by company policy. It is essential that data created, stored, manipulated or transmitted by a third party on the company’s behalf be accorded the level of protection that is defined by the company’s standards and policies.


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Identifying and managing the risks of corporate directorship

Do you know about the types of risk that corporate directors are increasingly facing? I’ve been talking quite a bit about various types of risk, and Earl Altman recently asked on First Reference Talks, When are directors liable to employees for debts of the corporation? A new guide looks at the main sources of risk that directors face and a number of strategies to reduce the risk.


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