First Reference company logo

Inside Internal Controls

News and discussion on implementing risk management

machine cogs image

Competition

When it rains, it pours – Supreme Court of Canada allows umbrella purchaser claims

Umbrella purchasers are persons who purchased a product that was neither manufactured nor supplied by the cartel members.

 

, , , , , ,

Competition Bureau reinforces its focus on non-notifiable transactions

In a recent news release, the Competition Bureau made official its intention to increase the resources it devotes to the identification and review of non-notifiable merger transactions.

 

, , , , ,

KPMG studies ERM and gets some things right but misses the key point

There’s some good material in KPMG’s Enterprise Risk Management Benchmarking Study, subtitled Evolving to an active, integrated and agile approach amidst change and disruption.

 

, , , , ,

Alberta Court of Appeal confirms super-priority status of restructuring charges

There were conflicting decisions from Nova Scotia (Rosedale) and Alberta (Canada North) on whether it was possible for CCAA and BIA created super-priority claims to rank senior to the Crown’s deemed trust claims under the fiscal statutes.

 

, , , , , ,

Listing in the REIN: Cruel and unusual punishment under the Charter?

Does the automatic listing in the Register of enterprises ineligible for public contracts (REIN) constitute cruel and unusual punishment within the meaning of section 12 of the Canadian Charter of Rights and Freedoms?

 

, , , , ,

Court highlights value of first-settling defendant co-operation in “ice breaker” settlements

In a recent decision from the Ontario Superior Court of Justice, Di Filippo and Caron v. Bank of Nova Scotia et al, 2019 ONSC 3282 (Di Filippo), Justice Belobaba approved an “ice breaker” settlement in a price-fixing class action despite the “token” settlement amount — which represented less than 6% of the settlement paid by the same defendants in parallel proceedings in the U.S. — on the basis of the “inestimable value” of the first-settling defendants’ agreement to co-operate with class counsel.

 

, , ,

Risk and the lemonade stand: how it matters in the simplest settings

This is a ‘risk management’ challenge. What are the parents’ objectives and how would you go about assessing whether the likelihood of achieving them is acceptable and, if not, what actions to take?

 

, , ,

Post-filing suppliers do not implicitly benefit from any priority on the proceeds of sales of assets in CCAA proceedings

The Québec Court of Appeal confirmed that unpaid post-filing suppliers, which had neither sought a court-ordered charge to secure their post-filing claims nor availed themselves of their right to stop supplying goods or services to the debtor, cannot claim an implicit priority on the proceeds of sales of assets in proceedings under the Companies’ Creditors Arrangement Act proceedings.

 

, ,

When does “good faith” limit a company’s choices?

In 2014, the Supreme Court released its ground-breaking decision to recognize a common law duty of good faith in the performance of contracts in Bhasin v Hrynew.

 

,

Do risk appetite statements add value?

Whilst the majority of firms had risk appetite statements that were set by the Board and which were supported by relevant metrics, 50% of respondents noted that their risk appetite statements did not link to the firm’s strategy or to the actual underlying risk the firm faced, and did not provide a forward looking view of risk.

 

, , ,

Efficiencies in merger reviews: Competition Bureau issues draft model timing agreement

On July 16, 2019, the Competition Bureau (Bureau) issued a draft model timing agreement for use in the review of unconsummated mergers where the parties intend to rely on the efficiencies defence under section 96 of Canada’s Competition Act (Act).

 

, ,

An ERM horror story

Does it make sense to aggregate risk levels for a variety of risk sources, including cyber, compliance, credit, liquidity, competitor, and internal control over financial reporting?

 

, , , ,

Walking the tightrope: Distinguishing substantial compliance from material deficiency in bid documents

Your job is to decide whether any or all of these proposals is capable of acceptance or must be rejected as containing a material defect. You know the basic principles: the difference between Contract A and Contract B, the implied term in Contract A that only a compliant proposal is capable of acceptance, and that the test for compliance is ‘substantial compliance’.

 

, , , , ,

Canada’s trademark applications for marijuana products and services cause an international stir at the Nice Committee of Experts

The hot topic this year at the 29th session of the Nice Committee of Experts in Geneva stemmed from Canada’s legalization of marijuana and the resulting trademark applications being filed globally containing marijuana and cannabis, as well as their related products and services.

 

,

CCAA and BIA amendments to come into force November 1, 2019

Bill C-97 including certain proposed amendments to the Bankruptcy and Insolvency Act (BIA) and the Companies’ Creditors Arrangement Act (CCAA) received Royal Assent on June 21, 2019.

 

, , , ,

Previous Posts