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Inside Internal Controls

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Author Archive - McCarthy Tétrault LLP

McCarthy Tétrault is a Canadian law firm that delivers integrated business law, litigation services, tax law, real property law, labour and employment law nationally and globally. McCarthy publishes a series of blogs to share information with companies to help them comply and manage their businesses. On the Inside Internal Controls blog we will share some of those blog posts sharing their expertise among others, in the areas of Competition/Anti-trust, Corporate and Commercial Law, Intellectual Property, Privacy, Environmental Law, Technology and Litigation. Read more here

ISS and Glass Lewis provide guidance in response to the COVID-19 pandemic

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Each of Institutional Shareholder Services (ISS) and Glass Lewis recently published their insights on the impact that COVID-19 will have on corporate governance and provided guidance on what effect the pandemic may have on the application of some of their voting policies for the upcoming 2020 proxy season. Many of the global policy statements in these publications have relevance and implications for Canadian issuers, which we have summarized below.

 

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IIROC defers collection of its fees for small and medium-size dealer firms

IIROC announced this week that it is deferring collection of its fees for small and medium-size IIROC dealer member firms in light of the COVID-19 situation. The deferral will benefit almost 90% of all IIROC dealers, but will only apply as follows:

 

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Working from home: Cybersecurity checklist

Cyber attacks were a serious risk even before the COVID-19 pandemic. As many organizations have instituted work-from-home procedures, the risk is elevated. The increase of non-standard communications, the use of new and untested remote working arrangements and a heightened level of stress and anxiety all create new vulnerabilities for threat actors to take advantage of. Incorrectly addressed emails, theft of company devices and a massive increase in remote connections all increase the risk of a successful cyber attack.

 

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Considerations for directors during the COVID-19 pandemic

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The COVID-19 pandemic has affected, and continues to affect, Canadian businesses in a significant manner. As this situation continues to evolve, directors should remain cognizant of their duties and responsibilities as corporations face a range of challenges, including liquidity issues.

 

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COVID-19 and electronic contracting

For years, organizations have moved their businesses digital. To consummate transactions and to otherwise engage in contractual activities, organizations have increasingly relied on electronic means of contracting using everything from webwraps and clickwraps (and hybrid variations of these forms of agreements) and electronic documents executed using electronic signatures.

 

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COVID-19 : Available solutions to the challenges resulting from the current crisis and the different restructuring alternatives at your disposal

Never before in history have businesses of all sizes and of all or almost all industries faced a crisis resulting from a simultaneous decline of supply and demand. The resulting liquidity crisis is creating pervasive insecurity among the managers of businesses and the stakeholders of those businesses, including their employees, shareholders, customers, suppliers, creditors and the communities in which the businesses operate.

 

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COVID-19 update: Rent payment and commercial lease enforcement during the pandemic

In this brief update, we consider the last of the above remedies, being the landlord’s ability to terminate a commercial lease, re-enter and re-let the premises, in the context of the COVID-19 pandemic.

 

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Additional amendments to Proceeds of Crime (Money Laundering) and Terrorist Financing Act Regulations issued

On February 15, 2020, draft amending regulations (the “Draft Regulations”) were issued, proposing a number of amendments to be made to the prior amendments to the regulations (the “Regulations”) under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (the “PCMLTFA”). The Draft Regulations are open for comment until March 15, 2020 and will come into force on the day they are registered.

 

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Toronto exercises bylaw exemption to permit 24/7 inventory deliveries in response to COVID-19

In an effort to ensure that essential goods remain in stock, and in the wake of successive waves of panic buying that have left many retailers with significantly depleted inventory levels, the City of Toronto has exempted retail businesses from the usual application of its noise bylaws. In doing so, the City paved the way for retailers to accept deliveries 24-hours a day as of Monday, March 16, and continuing until further notice.

 

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COVID-19 Considerations from our bankruptcy & restructuring experts

Because of the speed with which the recent adverse circumstances have developed, businesses that may have otherwise been able to adapt may not have had an opportunity to do any meaningful contingency planning.

 

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COVID-19 – Managing privacy and cyber issues

Privacy laws require that personal information is at all times protected by appropriate security safeguards, and this requirement will continue to apply in connection with COVID-19 work-from-home arrangements

 

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Liability for artificial intelligence — Why Canadian businesses should pay attention to recent developments in Europe

Late last year, the European Commission’s Expert Group on Liability and New Technologies – New Technologies Formation (NTF) released a report on Liability for Artificial Intelligence. The report focuses on liability regimes across European Union (EU) member states and offers high-level recommendations on how those liability regimes can be adapted to meet challenges posed by artificial intelligence (AI) and other digital technologies.

 

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Unintended consequences? The Vavilov Standard of Review is applied to commercial arbitrations

For many decades, the standard of review of a commercial arbitration decision on appeal to a court has been reasonableness. There are good policy reasons for this. Making arbitral decisions more difficult to reverse on appeal increases certainty for parties who have contracted for arbitration rather than litigation as their preferred method of dispute resolution. It also enhances the viability of arbitration as an alternative forum to the courts, reducing the burden on overstrained judicial resources.

 

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Purchasers cannot walk away: British Columbia Court of Appeal confirms unpaid deposits must be paid

There has been some uncertainty about whether a purchaser who enters into a contract but fails to pay the deposit still forfeits the deposit for repudiating the contract. The British Columbia Court of Appeal recently answered that question in Argo Ventures Inc. v. Choi, 2020 BCCA 17.

 

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The debate over Vavilov’s applicability to commercial arbitration appeals continues in Alberta

In just two short weeks, Canadian courts in different provinces have reached opposite conclusions on whether the new standard of review framework for administrative tribunals, as set out in Bell and Vavilov, applies to local commercial arbitrations.

 

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