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Inside Internal Controls

News and discussion on implementing risk management

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Has the law of franchise rescission changed since raibex? An Ontario court provides a partial answer

The recent decision in 2483038 Ontario Inc. v. 2082100 Ontario Inc.,[1] confirms a narrow point of franchise law, namely that an unsigned certificate in a Franchise Disclosure Document continues to constitute a “fatal flaw”, despite the Ontario Court of Appeal’s decision in Raibex Canada Ltd. v. ASWR Franchising Corp.[2] The decision also clarifies the liability of “franchisor’s associates”.

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Substantial damages awarded for defamatory social media posts

The recent decision of Rook v. Halcrow, 2019 BCSC 2253 continues to underscore that social media posts are public domain and that serious censure can follow defamatory social media posts. It appears that courts are perhaps increasingly willing to award very serious damages for particularly malicious social media posts.

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4 reasons why your organization isn’t seeing internal hotline reports

When it comes to effective internal whistleblower hotlines, silence is never a sign of success. It is usually a sign that the compliance program, and its internal reporting systems, are not resonating with employees and is therefore, not effective. In these cases, we have to ask ourselves why?

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New guidance for risk committees

A new publication by the Risk Coalition (a group of organizations in the UK that includes their Institute of Directors, a couple of risk management associations, and the organizations for internal and external auditors) merits our attention. Raising the Bar: Principles-based guidance for board risk committees and risk functions in the UK Financial Services Sector has some interesting content. For example, it says:

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Advisory committee on open banking releases report on consumer-directed finance

On January 31, 2020, the Advisory Committee on Open Banking (the “Committee”) issued its first report (the “Report”) in connection with the Department of Finance Canada’s (“Finance Canada”) consultation process on open banking.

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Exceptional circumstances now required for extensions in trademark examination

On January 17, 2020, the Canadian Intellectual Property Office (“CIPO”) published a new Practice Notice which significantly curtails the availability of extensions of time to respond to Office Actions in trademark examination.

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There’s something about the 17th: The tinkering continues with more Canadian trademark practice changes

The Canadian Intellectual Property Office (“CIPO”) recently amended three Practice Notices and a Guidance Document related to applications and registrations for trademarks in Canada. These amendments provide:

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The Lord works in mysterious ways

The Federal Court of Appeal recently released its decision in the Church of Atheism of Central Canada case. While the Appellant appears to have been self-represented the case provides guidance to lawyers in the area and corrects what may have been the start of a very difficult path for the law of charities.

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Directors of not-for-profits and charities – resignation, removal and replacement

An effective board of directors is key to the success of any charity or not-for-profit entity. A frequent concern is what to do about directors who, for whatever reason, are no longer appropriate for the organization.

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Guiding principles of corporate governance

The IIA should be congratulated for its recent publication, prepared in collaboration with the Neel Corporate Governance Center at the University of Tennessee, Knoxville, of Guiding Principles of Corporate Governance.

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Privacy Commissioner of Canada argues for rights-based privacy laws in annual report

In this note, we focus on one aspect of the Report: the Commissioner’s argument that federal privacy laws should explicitly recognize privacy as a human right and give greater priority to individual privacy rights.

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When a debtor puts assets out of reach: Use of fraudulent conveyance proceedings to recover debts

Getting a judgment isn’t the only challenging aspect of a legal dispute; collecting on a judgment can present a whole new set of challenges. Some parties actively make efforts to judgment proof themselves by alienating their assets. While such conduct can be appropriate, in certain circumstances it can trigger the Fraudulent Conveyance Act (the “Act”). The Act serves as a tool to help creditors get to assets that debtors have inappropriately alienated from themselves.

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The new Form T3010, Registered Charity Information Return

In November 2019, the Canada Revenue Agency (CRA) revised Form T3010, to reflect recent changes in the law governing political advocacy. All registered charities and Registered National Arts Service Organizations (RNASOs) must complete a Form T3010 each fiscal year.

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Directors of not-for-profits and charities – resignation, removal and replacement

An effective board of directors is key to the success of any charity or not-for-profit entity (“NFP”). A frequent concern is what to do about directors who, for whatever reason, are no longer appropriate for the organization.

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A risk case study

I returned this week from a vacation in Mexico, including a day at the Copper Canyon. Our tour guide took about 20 of us down the mountain side to see some Tarahumara Indian homes. I decided that I wanted to come back ahead of the group, finding my way back up the path and steps to our hotel at the top. What might happen along the way? In other words, what would a risk manager put on a list or heat map?

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