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Inside Internal Controls

News and discussion on implementing risk management

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Corporate Administration

Practical legal advice and COVID-19: Relying on force majeure clauses or the doctrine of frustration

Until COVID-19, many business people had not heard about or given much consideration to force majeure clauses in their business contracts. Now, in the light of the COVID-19 outbreak across the globe, both force majeure clauses and the doctrine of frustration have become very relevant and much-discussed topics.

 

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Tales of a unified corporate registry: Canada’s effort to counter and reduce the misuse of corporate vehicles

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On February 13, 2020, the Government of Canada announced a national consultation strategy which seeks to examine methods to strengthen corporate transparency across the country. Announced through the release of the “Strengthening Corporate Beneficial Ownership Transparency in Canada” report, the consultation focuses on how to bolster law enforcement efforts to counter and reduce the misuse of corporate vehicles involved in money laundering, terrorist financing and tax evasion.

 

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What makes for effective decision-making?

I was talking with a friend about decision-making and decided to put together a list of principles for effective decision-making. This is my first shot. What do you think? What would you change?

 

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Transfer pricing & APA considerations during an economic disruption

At times like this, when health and safety are at the forefront of everyone’s mind, tax planning, including transfer pricing, understandably, is generally put aside. However, in light of the potential economic downturn arising from the COVID-19 pandemic, it would be prudent for Canadian companies to consider transfer pricing matters at this time.

 

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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 market impacts and the risk of opportunism

The COVID-19 pandemic has taken a sledgehammer to stock markets, with the S&P/TSX 60 and S&P 500 each plunging approximately 20% during the first quarter of 2020. While boards and management must contend with a long list of pressing and unprecedented issues affecting business operations, they should also consider that the current drop in stock prices may fuel a wave of activism and opportunistic M&A activity once the immediate crisis subsides, and prepare accordingly.

 

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COVID 19 impact: Ontario issues emergency order prohibiting price gouging of necessary goods

On March 28, 2020, the Government of Ontario issued an emergency order prohibiting retailers and individuals from charging unfair prices for necessary goods that Ontarians need to protect themselves from COVID-19. The necessary goods on the list include:

 

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Fiscal year ends, business continuity, and COVID-19

At the best of times, fiscal year ends are challenging. Organizations with upcoming or recent fiscal year ends will undoubtedly find them particularly challenging. Organizations with robust policies and procedures will likely fare better than those without. Consequently, it will be helpful to start your year end planning as early as you can.

 

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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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Contractual rights and obligations in the context of COVID-19

Learn why you need to review your contracts and advocacy practices with Not-for-Profit PolicyPro

The significant disruption caused by the global COVID-19 pandemic brings threats to stable contractual relations and the economic expectations that come with them. Here are pragmatic and legal next steps that organizations can take.

 

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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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Which comes first, risk or control?

Can you assess the overall system of internal controls without considering risk management? I don’t think so, and neither does COSO. That is why there is a risk component in their internal control framework.

 

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Entering the era of operational resilience

Operational resilience is the ability of a business to tolerate shocks and maintain normal operations. Those shocks can be all sorts of things — IT failures, natural disasters, terrorism, cyberattacks — but they’re typically sudden shocks, happening within hours or even minutes, that threaten your company’s ability to provide whatever it is you provide to customers.

 

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Back to basics – Signing your documents correctly

Gowling’s non-contentious engineering and construction experts provide their top ten tips for executing documents.

 

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Managing risk when the board is over-confident

When we talk about confidence in managing risks, we’re really talking about confidence in the effectiveness of your risk management program — and apparently, we have a systemic disconnect between the board and management about that issue.

 

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