April 2, 2018
Equity compensation plans are a valuable and versatile tool for many corporations, from early-stage startups to established blue-chips. Corporations can use them to attract new talent, to motivate employees to achieve performance milestones or reward them for long service, and to retain employees for the long haul. An equity compensation plan is a way for a corporation to make payment to another – usually an employee – with an ownership stake (or a valuable asset that mimics an ownership stake), instead of with cash. These plans come in several forms; the one that’s the best fit for a particular corporation will depend on its unique circumstances and on what it hopes to achieve.
Here’s a quick look at the five most common types of equity compensation plans.
1. Stock Option Plans
A stock option plan offers the promise of equity at a set price at a future date, typically on meeting certain conditions. An option gives the holder, often an employee, a right to purchase a certain number of shares at a point in the future at a pre-determined price (the “exercise price”). This right is often tied to the option-holder’s commitment to remain with the corporation for a certain period of time.
Stock option plans are particularly attractive to startups that often lack the cash to entice and keep top talent (like employees, directors, consultants and advisors) to help the corporation grow, and is one of the considerations founders should think about when incorporating their startup. There are some disadvantages of stock option plans. The main one for the corporation is the possible dilution of other shareholders’ equity when option-holders exercise their options. The main one for the option-holder in a private corporation is the lack of liquidity compared to cash bonuses or greater cash compensation. Until a corporation creates a public market for its shares or is acquired, the options won’t be the equivalent of cash benefits; and if the corporation – and its stock value – doesn’t grow, the options and underlying shares could ultimately prove worthless. The option-holder’s motivation is, generally, that the exercise price will be lower than the potential fair market value of the shares at a particular time in the future such that the option-holder both has a stake in the corporation’s future and can acquire that stake at a discounted price.
Stock option plans typically contain some or all of the following terms (among other standard terms):
Option Pool. The Board of Directors determines the size of the “stock option pool”: the number of options reserved for award. The stock option pool diminishes every time the corporation awards options; if the plan isn’t well organized, the options can run out. Plans typically give the corporation discretion to ensure it can retain its outstanding shares in the event of employee departures by giving it rights to cancel options in exchange for a specified financial value.
Stock option agreement. Plans typically require the corporation and the person to whom it will grant the options to sign a written option agreement specifying the date the options are granted, the total number of shares subject to the option, the exercise price, the vesting commencement date and schedule, the expiry date, and any unique terms.
Shareholders’ Agreement. Once the option-holder exercises their option and purchases the shares, they typically enter into a shareholders’ agreement with the corporation and the other shareholders that governs the ownership of shares and management of the corporation.
2. Restricted Share Unit Plans (RSU Plans)
In an RSU Plan, participants are granted notional units called “restricted share units” rather than actual shares. The RSU value mirrors the market value of the granting corporation’s common shares and fluctuates with their rise and fall. The plan participant then receives the shares underlying the RSUs according to a vesting schedule after achieving required milestones, such as remaining with the corporation for a specified length of time. RSU Plans typically contain these terms (among other standard terms):
Administration. Normally, the corporation’s Board of Directors will administer the RSU Plan, including granting of RSUs, determining the terms of the grant, interpreting any matters arising from the RSU Plan and making any other determinations necessary for the plan’s administration.
Shares Reserved for Issuance. The plan sets out the maximum number of shares the corporation can issue upon the vesting of any RSUs granted under the plan. This can be an absolute number or a rolling number based on a percentage of the total outstanding shares.
RSU Grant Agreement. Upon the grant of the RSUs to the plan participant, the corporation and the participant enter into a grant agreement containing the terms and conditions the plan requires and any other terms and conditions the corporation’s Board of Directors determines in respect of the plan participant at the time of the grant.
Vesting. Vesting of the RSUs can be based on time, performance, or both. RSUs that vest based on performance are sometimes called “performance share units” or “PSUs”. Once the plan participant meets the vesting conditions, they can settle their RSUs in shares of the corporation, cash, or both. Assuming the RSU Plan is structured properly and the Income Tax Act’s salary deferral arrangement rules don’t apply, the value of the shares received on settlement of the RSUs is added to the participant’s income and taxed as such in the year of settlement (as opposed to the year of grant). Typically, the corporation withholds a portion of the shares to pay income taxes and the participant receives the remaining shares. RSUs settled in cash must vest no later than three years after the grant to avoid the salary deferral arrangement rules; if caught by those rules, the plan participant will be taxed in the year of grant.
Employment. Typically, the plan requires that the participants’ entitlement to the RSUs depends on their continued employment with the corporation. Upon the participant’s employment termination, retirement or death, their RSUs are typically forfeited or a portion immediately vests.
Share Capital Adjustments. RSU Plans usually include standard provisions about the adjustments to the outstanding RSUs on the occurrence of certain events, such as any change in or reorganization of the granting corporation’s capital structure.
Change of Control. An RSU Plan customarily also deals with participants’ rights if there’s a “change of control” of the granting corporation.
3. Share Appreciation Right Plans (SAR Plans)
Under SAR Plans, the corporation grants plan participants share appreciation rights. Each SAR entitles participants to receive, on vesting, the net value of the increase in the market value of the corporation’s share between the grant date and the vesting date. Share Appreciation Right Plans are similar to stock option plans in some ways, and to RSU Plans in others:
Value. Share Appreciation Rights function much like stock options in many ways – but unlike stock options, participants aren’t required to pay the exercise price when they exercise the SAR. Share Appreciation Rights start with a nil value at the time of grant, so will have no value at vesting if the market value of the shares has decreased between the dates of grant and of vesting.
Plan Terms. Share Appreciation Right Plans typically contain provisions similar to those of RSU Plans in respect to plan administration, maximum shares reserved for issuance, grant agreement, market value, employment, share capital adjustments, change of control and shareholder agreements.
Vesting. Like RSU Plans, vesting provisions in SAR Plans can also be based on time, performance or both. Performance-based SARs are sometimes called “performance appreciation rights” or “PARs”. Once vested, the plan participant can settle the SARs in cash or in an amount of shares that equals the amount payable to the participant divided by the per share market value.
4. Deferred Share Unit Plans (DSU Plans)
Deferred Share Unit Plans are used as a way to defer compensation to the granting corporation’s directors since they will be taxed on the DSUs only in the year in which they are settled rather than the year of grant – assuming the plan is properly structured so that the Income Tax Act’s salary deferral arrangement rules don’t apply. Deferred Share Unit Plans function very similarly to RSU Plans:
Grant. The corporation grants plan participants notional units, in this case called “deferred share units”.
Value. The value of DSUs mirrors the market value of a class of the corporation’s shares.
Plan Terms. In other respects, DSU Plans are also similar to RSU Plans with a key exception: DSUs typically vest only upon employment termination, retirement or death. They are therefore designed to be longer term in nature and vesting isn’t linked to performance criteria.
5. Restricted Share Plans & Deferred Share Plans
Under Restricted Share Plans and Deferred Share Plans, the corporation issues shares to plan participants at no cost. But there’s a catch: the shares are awarded conditionally, and are only released to the participant upon satisfaction of the condition(s). The conditions might be time-based, performance-based, or both. These types of plans aren’t typically used in Canada primarily due to the adverse tax consequences to participants: they are normally taxed on the award at the date of issuance.
Please contact your McInnes Cooper lawyer or any member of the Corporate Finance & Securities Team @ McInnes Cooper to discuss how your company can use equity compenstion plans and which is the right one for you.
McInnes Cooper has prepared this document for information only; it is not intended to be legal advice. You should consult McInnes Cooper about your unique circumstances before acting on this information. McInnes Cooper excludes all liability for anything contained in this document and any use you make of it.
© McInnes Cooper, 2018. All rights reserved. McInnes Cooper owns the copyright in this document. You may reproduce and distribute this document in its entirety as long as you do not alter the form or the content and you give McInnes Cooper credit for it. You must obtain McInnes Cooper’s consent for any other form of reproduction or distribution. Email us at [email protected] to request our consent.
Sep 20, 2023
Can a business providing both exempt supplies and taxable supplies of goods and services claim Input Tax Credits (ITCs) under the Excise Tax Act…
Sep 20, 2023
You’ve experienced a workplace accident that’s resulted in serious injury to, or worse the death of, an employee. Do you need legal counsel…
Sep 11, 2023
Owning your own business offers many opportunities. But it also carries inherent risks, including exposure to personal liability. These three…
Aug 10, 2023
Canada’s first Tech Talent Strategy aims to aggressively attract tech talent to “fuel innovation and drive emerging technologies forward”.…
Jun 23, 2023
Effective June 23, 2023, Section 45(1.1) of the Competition Act makes it a criminal offence for all unaffiliated employers to enter into…
Jun 22, 2023
Employers understand the risk that departing employees will take sensitive information, compete for customers and solicit other employees.…
Jun 9, 2023
You arrive at the legendary Madison Square Garden to catch the Mariah Carey concert. It’s the big event of the trip – the reason you came to…
May 18, 2023
Employees used to gather around the water cooler to share views on controversial issues, discuss co-workers and complain about their employer.…
May 1, 2023
While the December 2021 Bill C-223, An Act to Develop a National Framework for a Guaranteed Livable Basic Income seems to have died in both…
Apr 27, 2023
The benefits to employees, and often to employers, of remote work has made it a staple of today’s workplace. But the move to remote work…
Apr 13, 2023
A Will is a key ingredient of any estate plan - and one of the most important documents a person ever signs. It allows a person to control how…
Apr 3, 2023
On February 15, 2023, an adjudicator ordered an employer to pay what could be the “largest employment compensation” ever awarded in New…
Mar 29, 2023
Immigration continues to play a key role in addressing Canada’s labour and skills shortage. Immigration, Refugees and Citizenship Canada…
Mar 27, 2023
On March 21, 2023, the Nova Scotia Minister of Health and Wellness introduced Bill 256, Patient Access to Care Act. If passed, Bill 256 will…
Mar 23, 2023
On February 15, 2023, a New Brunswick adjudicator awarded Dr. John Dornan, the suddenly dismissed CEO of N.B. Health Authority, what might be…
Mar 2, 2023
All businesses need written contracts. Determining what written contracts are essential depends on many factors, including the nature of the…
Feb 27, 2023
2022 left important lasting implications for employers. With 2023 here, it’s time to look ahead to key issues that will affect employers in…
Feb 23, 2023
Many Canadian employers continue to be challenged not only with hiring the right number of people, but with finding candidates with the right…
Feb 1, 2023
On January 26, 2023, the Office of the Privacy Commissioner of Canada (OPC) released a report of findings requiring companies using targeted…
Jan 26, 2023
In November 2022, the Ontario Court of Appeal definitively decided an organization whose information systems are breached by a malicious third…
Jan 19, 2023
We updated this publication on March 29, 2023. Beginning April 30, 2023, both Canadian and non-Canadian trustees, partners of a partnership,…
Jan 16, 2023
2022 is in the rearview mirror, but the past year left lasting implications for employers. Here’s a retrospective on five of the key 2022…
Dec 14, 2022
If you’re at the stage in the financing lifecyle where venture capital is the right route to grow your business, here are five tips to help…
Dec 1, 2022
The COVID-19 pandemic drove remote work to unprecedented heights. Employee calls for greater flexibility, and cost savings for employers, have…
Oct 28, 2022
Finally closing on October 27, 2022, the tumultuous Elon Musk/Twitter M&A deal drama has been unfolding for months, with both sides making…
Sep 15, 2022
When Prime Minister Trudeau announced that September 19, 2022 would be a National Day of Mourning for Queen Elizabeth II, the Atlantic provinces…
Jul 20, 2022
There’s a new privacy law coming to Canada. In June, the federal government introduced a complete overhaul of the privacy law regime that both…
Jun 23, 2022
The current labour crunch is only strengthening the business case for building a workplace that’s welcoming to diverse employee pools –…
Jun 8, 2022
We updated this publication on July 28, 2023. Effective June 1, 2022, Bill 119 amended the P.E.I. Employment Standards Act to add new pay…
May 27, 2022
The COVID-19 pandemic is (arguably) gone but the pre-pandemic labour crunch - for both white and blue collar workers - is back. And there’s no…
May 20, 2022
On May 22, 2010 (affectionately known as “Bitcoin Pizza Day”), a Floridian bought two Papa John's pizzas with Bitcoin. The day is famous…
Apr 28, 2022
The COVID-19 pandemic changed many aspects of the workplace for good – but pre-pandemic labour shortages isn’t one of them. While the…
Apr 20, 2022
If you’ve reached the stage in your financing lifecycle where you’re ready to take your company public, you might think you’ve only got…
Apr 1, 2022
While the Canada emergency response benefit (CERB) has ended, the focus on the concept of a universal or guaranteed basic income the COVID-19…
Mar 24, 2022
COVID-19 public health restrictions are coming to an end, even though the COVID-19 virus is not. Employers face reconstructing their workplace…
Mar 16, 2022
In February 2022, thousands of people led by a convoy of trucks (many displaying company logos) from across Canada congregated in Ottawa and…
Feb 24, 2022
As the Omicron wave wanes, and COVID-19 moves from pandemic to endemic, provincial governments have quickly pivoted to loosening – some even…
Feb 8, 2022
We updated this publication on December 15, 2022. On May 17, 2022, the P.E.I. Non-disclosure Agreements Act took effect, significantly…
Jan 27, 2022
Since COVID-19 vaccinations rolled out, employers have grappled with workplace COVID-19 vaccination policies, with little guidance from courts…
Jan 25, 2022
More and more people are using smart contracts: the global smart contracts market was valued at USD $145M in 2020; it’s projected to be valued…
Dec 16, 2021
We updated this publication on December 21, 2022. The name of the game is to have a plan to mitigate the risk that a data breach will happen…
Dec 14, 2021
This publication has been updated as at January 26, 2022. Since COVID-19 vaccinations rolled out, employers have been grappling with how to…
Nov 25, 2021
As COVID-19 continues, many workplaces have morphed from remote work arrangements into hybrid arrangements for many employees. By necessity,…
Oct 28, 2021
COVID-19 forced many employers to make temporary, and even permanent, changes to the terms of employees’ employment, from scheduling and…
Oct 27, 2021
On October 22, 2021, the Supreme Court of Canada, in Northern Regional Health Authority v. Horrocks, clarified that labour arbitrators have…
Sep 21, 2021
We updated this publication on December 14, 2022. COVID-19 has been changing Canadian workplaces for 18 months. For some employees, the…
Jul 21, 2021
Many now agree: it’s imperative that workplaces be both diverse and inclusive. Perhaps the most often-quoted (and definitely most succinct)…
Jun 24, 2021
Many employers use equity compensation plans like employee stock option plans to attract, motivate, and retain talent. One reason stock options…
Jun 15, 2021
As of January 1, 2021, federally regulated employers (such as banks, telephone and cable systems, most federal Crown corporations,…
Jun 10, 2021
This publication has been updated as at August 27, 2021. With the COVID-19 vaccine widely available, and the COVID pandemic continuing,…
Mar 31, 2021
Close to five million Canadians who didn’t usually work from home, did so in 2020 because of the COVID-19 pandemic. Even as public health…
Mar 26, 2021
Merger and acquisition deals are still happening across all sectors, perhaps at an even higher rate than pre-COVID-19 pandemic, even if the…
Mar 18, 2021
Your startup idea has blossomed into a viable business: you’ve incorporated a company, it’s been growing steadily, and you’re at the stage…
Mar 15, 2021
The COVID-19 Pandemic has focused more attention on the concept of a universal or guaranteed basic income that at any other time in modern…
Feb 16, 2021
This publication has been updated as at September 17, 2021. Employers across the country – including the federal government, some…
Feb 12, 2021
Estate planning is a customized process; the goal is to create a plan that’s best for a person’s unique situation. And while all estate…
Feb 12, 2021
An ever increasing number of people originally from China now reside in Canada. It is more important than ever to recognize and understand the…
Jan 26, 2021
We udpated this publication on March 4, 2022. Privacy is critical to every business in every sector, including startups and growing…
Jan 21, 2021
Well-drafted, properly implemented written employment contracts are a key tool to avoiding or resolving disputes during and at the end of…
Jan 20, 2021
Termination clauses, particularly “without cause” ones, are among the most important clauses to include in any employment agreement. But the…
Dec 10, 2020
The current state of closed Canadian borders and stringent travel restrictions in efforts to contain the COVID-19 pandemic is likely to be the…
Dec 7, 2020
All trusts that continue to be in effect past December 31, 2020, will be subject to new reporting requirements and harsh non-compliance…
Nov 24, 2020
An economic downturn can result in an M&A uptick: there can be more attractive targets on the market, and sellers can be more motivated to…
Nov 17, 2020
We updated this publication on July 11, 2023. Spurred by the COVID-19 Pandemic and bricks-and-mortar closures, businesses – from SMEs to…
Nov 3, 2020
This publication has been updated as at July 9, 2021. For some time, every Prince Edward Island employer has been required to comply with…
Oct 21, 2020
For business owners, estate planning is directed at protecting the business’s legacy as well as the financial security of both family members…
Oct 20, 2020
Estate planning is directed at protecting your assets and your loved ones from creditors and unnecessary income tax or probate fees, and your…
Oct 19, 2020
On October 9, 2020, the Supreme Court of Canada delivered its decision in Matthews v. Ocean Nutrition Canada Ltd. on whether a former employee…
Oct 7, 2020
Properly incorporating and structuring is key to position a startup to attract investors and strategic partners and, if desirable, achieve a…
Sep 29, 2020
We updated this publication on December 22, 2022. It’s a forgone conclusion that diversity in thought and in leadership makes good business…
Aug 12, 2020
This publication has been updated as of May 5, 2021. The ongoing COVID-19 pandemic has led many employees to continue working from home, by…
Jul 6, 2020
On June 26, 2020, the Supreme Court of Canada released Uber Technologies Inc. v. Heller, a much-awaited decision regarding the enforceability of…
Jun 12, 2020
The financial technology (Fintech) industry uses technology to support and enhance financial and banking services.
May 14, 2020
This publication has been updated as of April 23, 2021. Employers that hire and employ temporary foreign workers must comply with many and…
Apr 30, 2020
While the world is still reeling from ongoing COVID-19 concerns, many provinces have announced plans to relax public health restrictions put in…
Apr 15, 2020
The COVID-19 pandemic is disrupting more than Canada’s domestic workforce. It’s also disrupting Canadian employers’ access to temporary…
Mar 27, 2020
The COVID-19 novel coronavirus has evolved rapidly, and so have the workplace issues employers are facing – and the questions employers were…
Mar 17, 2020
Business corporations laws and stock exchange policies mandate that issuers hold annual general meetings (AGM) and set requirements for when and…
Mar 12, 2020
The havoc that COVID-19 (a.k.a. “novel coronavirus” or SARS-CoV-2) is wreaking around the globe – and around workplaces – is about to…
Feb 12, 2020
Intellectual property (IP) can be a business’s most valuable (even only) asset. Once you’ve taken steps to understand what the five main IP…
Jan 30, 2020
NOTE: The new tax rules for employee stock option plans take effect on July 1, 2021. Learn more at Limited Options: New Employee Stock Option…
Jan 22, 2020
All issuers must comply with both periodic and ongoing securities law corporate governance (and other) disclosure requirements. This can,…
Oct 10, 2019
“Do the unexpected. Take 20 minutes out of your day, do what young people all over the world are dying to do: vote.” Rick Mercer (hailing…
Sep 6, 2019
This publication has been updated as at July 9, 2021. Violence and harassment is an unfortunate reality of society – and of the workplace.…
Jun 5, 2019
Like it or not, Canadians live life online. More people - and more employees - are sharing more information, images and opinions with more…
May 21, 2019
We updated this publication on February 17, 2023. As of June 13, 2019, private companies incorporated under the Canada Business Corporations…
Apr 8, 2019
Growing a business takes people. In early days, many startups have just one “employee”: the founder. At some point, the founder might retain…
Feb 27, 2019
This publication has been updated as at July 9, 2021. As of April 1, 2019, employers of New Brunswick employees must comply with new…
Feb 22, 2019
As of April 1, 2019, employers of New Brunswick employees must comply with new occupational health and safety law requirements specific to…
Jan 31, 2019
On January 25, 2019, the Supreme Court of Canada considered, for the first time, “Henson trusts” and the nature of a disabled…
Dec 19, 2018
On December 13, 2018, the Supreme Court of Canada confirmed that a third party can’t waive a person’s right to privacy or their rights under…
Dec 18, 2018
On December 18, 2018, the maximum sentence possible for impaired driving (among other things) will increase as the result of amendments to…
Dec 13, 2018
This publication has been updated as of October 15, 2020. Canada became only the second country in the world to legalize cannabis (or…
Nov 16, 2018
Companies engaged in the cannabis supply chain are highly regulated by federal and provincial cannabis-specific laws as well as a myriad of…
Sep 28, 2018
Immigration is one of the key solutions to looming (and current) worker shortages in Canada. But an employer that hires a foreign worker must…
Sep 10, 2018
As of January 2019, incorporating a limited company in N.S. will be more economical. On September 7, 2018, the N.S. government announced it’s…
Sep 4, 2018
Immigration is one of the key solutions to the looming (or in some cases, current) worker shortage in Canada. In her article, The Top 5…
Aug 20, 2018
Every organization subject to Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA) - every organization that…
Aug 3, 2018
As of November 1, 2018, organizations in Canada subject to the Personal Information Protection and Electronic Documents Act (PIPEDA) will face…
Jul 18, 2018
Most businesses – from startups to SMEs to multi-nationals, and from private family-owned businesses to public corporations – will use…
Jul 16, 2018
Every parent knows that a lot can happen in 18 months. Many employers agree. The federal government’s extension of employment insurance…
Jun 27, 2018
The legalization of recreational cannabis in Canada is imminent. Employers are feeling the heat to prepare – even as they continue efforts to…
Jun 13, 2018
Businesspeople (and their legal counsel) are on the road more than ever before: according to Statistics Canada, while Canada-U.S. traffic is…
Jun 12, 2018
This publication has been updated as at July 8, 2022. Changes to the Canada Business Corporations Act (CBCA) over the past several years have…
Jun 11, 2018
On June 6, 2018, the Supreme Court of Canada considered the test for jurisdiction over an allegedly defamatory Internet article – the…
Jun 8, 2018
This publication has been updated as of September 28, 2020. In the last few years, many employers have been focused on preparing for and…
May 11, 2018
This article has been updated as of January 19, 2022. It can be challenging for employers to fulfill their legal duty to accommodate an…
Apr 26, 2018
The N.S. Court of Appeal has reached two decisions ending one employee’s quest for coverage of the costs of his medical marijuana – at least…
Apr 2, 2018
Workplace sexual harassment isn’t a new issue, nor is it limited to any one industry or country – but it's one that far more women than men…
Mar 29, 2018
We updated this publication on March 11, 2020. The #metoo and #timesup movements drove workplace sexual harassment to the front and center of…
Feb 2, 2018
Many employers use written workplace policies as a day-to-day workplace management tool; common examples include attendance management policies,…
Jan 25, 2018
Insurers have generally been leery of coverage for medical cannabis in both the health benefit claims and in cost of care claims in the personal…
Jan 12, 2018
Whether a provincial court will grant police a “production order” under the Criminal Code of Canada requiring a non-Canadian company to…
Dec 23, 2017
Parents often threaten their children that if their behaviour did not improve they will get a lump of coal in their Christmas stockings. On…
Dec 22, 2017
Blockchain technology has already been a transformative force in a number of sectors. Its most prominent use to date has been as the…
Dec 18, 2017
The answer to the question, “What’s employers’ rationale for implementing workplace drug and alcohol testing?” is pretty…
Dec 8, 2017
This article has been updated as of December 2, 2021. For many people, the holiday season now upon us is a fun-filled time of the year. But…
Nov 20, 2017
October 2, 2017 marked the end of the consultation period relating to the taxation of private corporation proposals the Department of Finance…
Nov 17, 2017
It’s official: as of October 31, 2017, “facilitation payments” contravene Canada’s Corruption of Foreign Public Officials Act (CFPOA).…
Nov 16, 2017
Corporations are the leading business vehicle in modern commerce. For startups, properly structuring and incorporating is critical to avoid…
Nov 2, 2017
On October 19, 2017, the Toronto Stock Exchange (TSX) announced it had adopted amendments to its Company Manual. Originally proposed in Spring…
Oct 31, 2017
Intellectual Property (IP) can be a valuable asset – even the most valuable asset – of a business. So it’s worth making sure the business…
Sep 22, 2017
Canada’s most important trading relationship is – in all likelihood – about to change: the current U.S. administration has put the future…
Sep 21, 2017
This publication has been updated as at January 13, 2022. An increasing number of employees are struggling to meet the challenge of the…
Aug 28, 2017
Recently, the Federal Court of Appeal confirmed that a tax debtor’s bankruptcy does not extinguish the federal Crown’s priority to proceeds…
Aug 16, 2017
In the not-so-distant past, Canadian enforcement of its anti-corruption and anti-bribery legal regime has been relatively laid-back. But the…
Aug 11, 2017
After years of low interest rates, and correspondingly high solvency liabilities, there’s growing recognition that the solvency funding model…
Aug 4, 2017
On July 18, 2017, Canada’s Minister of Finance released proposed changes to the Income Tax Act (Canada) that, if implemented, will mark one of…
Jul 28, 2017
This publication has been updated as of October 14, 2020. On June 19, 2017, Bill C-16, An Act to amend the Canadian Human Rights Act and the…
Jul 28, 2017
We udpated this publication on June 10, 2022. The rapid rise in ESG (Environment, Social and Governance) principles has increased focus on…
Jul 18, 2017
On July 12, 2017, the Federal Court of Canada made it clear that there are but two ways to avoid a tariff set by the Copyright Board of Canada…
Jul 17, 2017
A corporation does not always sail in calm or safe waters. Cash shortages, unattainable or unmet goals, Board disagreements over the best course…
Jul 13, 2017
More employees are seeking flexible work arrangements as a new way of working to better juggle their family and personal responsibilities. In…
Jul 13, 2017
When growing your business, you face many decisions, including choosing the business structure that is right for you. Your legal team can be…
Jun 28, 2017
On June 28, 2017, the Supreme Court of Canada confirmed a Canadian court can issue an interlocutory injunction (an order requiring an entity or…
Jun 23, 2017
On June 23, 2017, the Supreme Court of Canada decided that in a contest between the choice of forum clause in Facebook’s online terms of use…
Jun 7, 2017
On June 7, 2017, the federal government repealed the regulations that would have brought into effect the sections of Canada’s Anti Spam…
May 19, 2017
Investigations are a vital - but difficult - part of workplace management. The value of a proper investigation can’t be overstated: it plays a…
May 16, 2017
Recreational cannabis isn’t legal yet: Canada’s federal government has proposed legislation to legalize and regulate access to recreational…
May 11, 2017
The Extractive Sector Transparency Measures Act is one of several anti-bribery and anti-corruption laws aimed at fighting corruption in the…
Apr 21, 2017
In three years (lightning speed in the law), medically assisted dying went from being illegal to being legal. A great deal has changed, a great…
Apr 20, 2017
On April 13, 2017, Canada’s federal government introduced legislation that, if passed into law, will legalize recreational cannabis in Canada.…
Apr 17, 2017
Recreational cannabis isn’t legal yet - but much of the associated stigma is already gone, usage is up and employers are feeling the workplace…
Mar 30, 2017
Social media platforms, like Instagram, Twitter, LinkedIn, YouTube, Facebook and GooglePlus, arguably have more followers and are more closely…
Mar 30, 2017
There are very few examples of a Canadian court interpreting and opining on the provisions of an information technology contract. So the Ontario…
Feb 24, 2017
This publication has been updated as at January 12, 2023. Many organization (66%) store the personal information of customers. employees,…
Feb 22, 2017
On January 1, 2022, the Atlantic Immigration Pilot Program became the permanent Atlantic Immigration Program (AIP). Learn more at From Pilot to…
Jan 31, 2017
We updated this publication on April 5, 2023. The hiring process and the termination process are equally important stages of the employment…
Jan 20, 2017
Connections between Canadians and the U.S. have never been as numerous or transparent as they are now: many Canadians own U.S. property, have…
Jan 13, 2017
On January 11, 2017, Emera Inc. offered an electrifying opportunity for renewable energy developers to potentially access the New England…
Dec 22, 2016
Effective January 1, 2017, the kinds of trusts that can claim the Principal Residence Exemption (PRE) will be limited. Now, the PRE allows…
Dec 15, 2016
On December 13, 2016, the Province of Nova Scotia released for comment draft regulations that will establish the Solar for Community Buildings…
Dec 14, 2016
On December 9, 2016, the Supreme Court of Canada clarified when a court can rectify a transaction that has had unintended tax consequences for…
Dec 13, 2016
Employers’ legal duty to accommodate employees seems to most frequently come up in the context of employees with disabilities. But that duty…
Dec 7, 2016
Recently, the Nova Scotia Supreme Court denied a motion for a temporary stay of proceedings to prevent the deployment of certain tidal devices…
Nov 22, 2016
On November 17, 2016 the Supreme Court of Canada decided a mortgagee has the mortgagor’s implied consent to disclose its discharge statement…
Nov 22, 2016
Canada’s most important trading relationship might undergo some change with the results of the 2016 U.S. election. Facilitating cross-border…
Nov 15, 2016
The employment contract is an exchange of labour for wages and other benefits, so employers are entitled to expect regular ongoing attendance…
Oct 21, 2016
All shareholders – whether in a startup, a small or large business or a family-owned business – can benefit from a shareholders’…
Oct 19, 2016
We updated this publication on January 17, 2023. For many businesses, large and small, their “Intellectual Property” (IP) is one of their…
Oct 19, 2016
Business owners wear many hats – including employer. Your employees may be your business’s greatest asset, but they could also be your…
Sep 29, 2016
Whether someone is an employee or an independent contractor has long caused employers a degree of angst. And the recent emergence of a new…
Aug 15, 2016
The standards expected of market participants are steadily increasing in response to demand to address white collar crime – including…
Aug 9, 2016
This publication has been updated as at January 27, 2023. A key legal decision in starting or growing your business is choosing the…
Jul 15, 2016
On July 14, 2016, the Supreme Court of Canada decided that the “Unjust Dismissal” sections of the Canada Labour Code ensure that…
Jun 30, 2016
As of June 25, 2016, provincially regulated workers and employers in Nova Scotia, Quebec, BC and Saskatchewan can participate in Pooled…
Jun 29, 2016
Employers are entitled to mandate dress codes in the workplace, and even to discipline employees who refuse to comply. But a workplace dress…
Jun 6, 2016
On June 3, 2016, the Supreme Court of Canada, in two related decisions, strengthened the legal protection of solicitor-client privilege in…
Jun 6, 2016
On June 30, 2016, amendments to National Instrument 45-106 Prospectus Exemptions and related changes to Companion Policy 45-106 Prospectus…
May 31, 2016
You’re on a tight timeline to issue a press release. You finish your draft and ‘cut & paste’ your standard “forward-looking…
May 10, 2016
This publication has been updated as at April 18, 2022. Access to sufficient capital is always a business issue, from the startup stage right…
May 2, 2016
Amendments changing the early warning reporting system take effect on May 9, 2016, provided all necessary approvals are obtained (except in…
May 2, 2016
Amendments changing the early warning reporting system take effect on May 9, 2016, provided all necessary approvals are obtained (except in…
May 2, 2016
We updated this publication on May 8, 2023. “Due diligence” is a legal defence to many charges under occupational health and safety (OHS)…
Apr 21, 2016
On April 15, 2016, Bill No. 149, The Mineral Resources Act (2016) (2016 Act), passed its second reading in the NS House of Assembly. Although…
Apr 15, 2016
On April 14, 2016, Canada’s federal Justice Minister proposed legislation setting out the conditions that a person wishing to undergo…
Mar 9, 2016
On January 11, 2016, the Ontario Superior Court of Justice sentenced a front-line supervisor to imprisonment for 3½ years for four counts of…
Feb 23, 2016
Employee tardiness is a significant problem for employers - and bad weather is one of the top three reasons that employees give for it according…
Feb 1, 2016
We updated this publication on April 13, 2023. A well drafted and properly implemented written employment contract can be instrumental to…
Jan 27, 2016
On January 21, 2016, the Ontario Superior Court of Justice dramatically expanded the scope of legal privacy protection – and the liability…
Jan 18, 2016
On January 14, 2016, the Ontario Superior Court decided that Canadians have a clear privacy interest in their records of their cellular…
Jan 18, 2016
Things have gotten a bit easier for venture issuers, such as those listed on the TSX Venture Exchange, with recent changes to their obligations.…
Dec 7, 2015
Violence has become an unfortunate reality in current society, and the workplace is not immune. With more people spending more time at work,…
Oct 23, 2015
Incorporation offers legal advantages to sole proprietors of small businesses, including certain tax advantages. However, when a corporation…
Oct 19, 2015
Access to sufficient capital to fund operations, research and development, and other costs is a key challenge for start-ups and for some small…
Sep 29, 2015
The anti-spam sections of Canada’s Anti-spam Legislation (CASL) took effect on July 1, 2014 amidst hype, controversy and dire warnings. Were…
Aug 13, 2015
The employment contract, at its core, is an exchange of work for compensation. So at a very basic level, employers are entitled to expect…
Jul 30, 2015
Note: On June 9, 2016, the Supreme Court of Canada dismissed the National Alliance’s application for leave to appeal the New Brunswick Court…
Jun 25, 2015
We updated this publication on May 9, 2023. Most people know a company itself has occupational health and safety (OHS) obligations and risks…
Jun 2, 2015
Effective April 22, 2015 the NS Government enacted the NS Missing Persons Act, lowering the threshold for police to get an order to access…
Apr 2, 2015
The market for the sale and the supply of goods is a global one for many businesses in today’s economy. Both exporting goods from Canada and…
Mar 31, 2015
This publication has been updated as at June 24, 2021. Women make up close to half of the employed workforce: in 2019, Canadian women 15…
Mar 25, 2015
On March 3, 2015 Canada’s Privacy Commissioner determined that Health Canada breached privacy laws by mailing letters to over 40,000 Marihuana…
Mar 6, 2015
On March 5, 2015, the Canadian Radio and Television Commission (the CRTC, the main agency charged with administering and enforcing most of CASL)…
Feb 13, 2015
This publication has been updated as at January 26, 2022. With people spending so many of their waking hours at or connected to work these…
Feb 9, 2015
NOTE: On April 14, 2016, the federal government proposed legislation setting out the conditions that a person wishing to undergo…
Feb 2, 2015
On January 30, 2015 the Supreme Court of Canada decided that the Canadian Charter of Rights and Freedom’s protection for freedom of…
Jan 30, 2015
In December 2014, the NL Supreme Court ordered an employer to pay its former employee $30,000 in moral damages to compensate him for the mental…
Jan 26, 2015
NOTE: Substantial changes to Canada’s Trademarks Act took effect on June 17, 2019 Learn more at New Canadian Trademarks Regime Effective June…
Dec 11, 2014
On December 11, 2014 the Supreme Court of Canada continued its trend to recognize privacy rights – and develop the law to protect them –…
Dec 11, 2014
On January 15, 2015, the software provisions of Canada’s Anti-Spam Legislation (CASL) will take effect. CASL’s anti-spam sections, touted…
Dec 10, 2014
“Corporate Social Responsibility” (CSR) as a concept has been floating around in business-speak for years – but stakeholders in the mining…
Dec 5, 2014
This article has been updated as of December 11, 2020. Employers host numerous events throughout the year – summer and holiday office…
Dec 1, 2014
The construction industry - project owners, contractors, subcontractors and trades - might be relaxing, ignoring the hype around Canada’s…
Nov 27, 2014
Recently, the NS Court of Appeal confirmed that a union can be certified as the bargaining agent of employees based merely on their dependence…
Oct 14, 2014
CASL’s anti-spam sections came into force on July 1, 2014. Every organization that CASL affects should now be complying with it – and their…
Sep 30, 2014
Effective September 1, 2014 the NB government implemented five important changes to the NB Employment Standards Act – the minimum standards…
Sep 16, 2014
This publication has been updated as at August 25, 2022. Many believe that only public companies or large, established companies with many…
Sep 11, 2014
The Canadian federal government has been concerned for some time about “treaty shopping” by non-residents – the practice of non-residents…
Aug 1, 2014
Most Canadians have heard about Canada’s Anti-Spam Legislation (CASL): we’ve been bombarded with “CASL Compliant” emails asking us to…
Jul 9, 2014
On June 20, 2014 the Federal Government announced a major overhaul of Canada’s Temporary Foreign Worker Program. With stringent enforcement…
Jun 16, 2014
On June 13, 2014 the Supreme Court of Canada decided that Canadians have a reasonable expectation of privacy in their online activities, and…
Jun 12, 2014
The countdown to CASL is almost over: there are only 13 business days until the anti-spam provisions of CASL – and most of the penalties for…
Jun 11, 2014
Note: For an update on Crowdfunding, read: New Kid on the Block – Crowdfunding Joins Traditional Equity-Based Funding Options for Start-ups…
May 8, 2014
On July 1, 2014 – less than two months from now - the anti-spam sections of Canada’s Anti-Spam Legislation (CASL) take effect. Individuals…
Apr 15, 2014
The countdown to CASL is on: on July 1, 2014, the anti-spam sections of Canada’s Anti-Spam Legislation (“CASL”) take effect. Individuals…
Apr 3, 2014
On March 28, 2014 the Federal Government tabled Bill C-31 to implement the 2014 Federal Budget – including broad authority to impose cash…
Feb 28, 2014
On July 1, 2014, the anti-spam sections of Canada’s Anti-Spam Legislation (aka “CASL”) will take effect. CASL is: Broad. It applies…
Feb 28, 2014
On July 1, 2014, the anti-spam sections of Canada’s Anti-Spam Legislation (aka “CASL”) take effect. CASL will apply to just about every…
Jan 21, 2014
On December 31, 2013, amendments to the Immigration and Refugee Protection Regulations and new Ministerial Instructions changing the Federal…
Nov 8, 2013
On November 7, 2013, the SCC decided police require specific authorization in a search warrant to search the data in a computer because of the…
Nov 1, 2013
Recent decisions of securities regulators and amendments to Canadian securities laws demonstrate regulators' lowered tolerance for insiders who…
Jul 2, 2013
On June 14, 2013, the Supreme Court of Canada’s decision in Communications, Energy and Paperworkers Union of Canada, Local 30 v. Irving Pulp…
May 21, 2013
In its April 2013 decision in Re Stan, the Alberta Securities Commission provides issuers with a practical approach to the assessment of both a…
Apr 30, 2013
Note: Effective December 31, 2013, the Federal Government made additional changes to the Federal Temporary Foreign Worker Program. Click here to…
Feb 8, 2013
While much of the developed world struggles with debt and chronically low growth, Canada, one of the best-performing members of the G-7,…
Jan 8, 2013
On November 19, 2012, the Supreme Court of Canada (SCC) unanimously ruled a B.C. public school system’s failure to provide adequate and…
Nov 28, 2012
On October 19, 2012 the Supreme Court of Canada (SCC) decided that a teacher criminally charged with possession of child pornography and…
Oct 22, 2012
Mr. Cole was a high school teacher with an employer owned and issued laptop computer. He also used it for incidental personal purposes, which…
Aug 27, 2012
Introduction and Purpose Staff of the Canadian Securities Administrators (CSA Staff or we) are publishing this Staff Notice (the Notice) to…
Jul 10, 2012
On March 16, 2012, the Supreme Court of Canada (“SCC”) confirmed the decision of the N.S. Court of Appeal, reinstating the N.S. Human Rights…
Jun 14, 2012
As any Canadian knows, July 1st – Canada Day – is the first long weekend of the summer; or is it? This year, July 1st falls on a Sunday. …
Jun 1, 2012
Multilateral Instrument 51-105, Issuers Quoted in the U.S. Over-the-Counter Markets will come into effect on July 31, 2012. Once effective,…
Mar 1, 2012
Social media represents a profound cultural shift and employers must adapt if they want to avoid unnecessarily – and potentially costly –…
Jan 5, 2012
Effective January 1, 2012, NS’s Human Rights Commission will receive, investigate and handle complaints under NS’s Human Rights Act under a…
Dec 22, 2011
On May 26, 2010, the Canadian federal government released the proposed Canadian Securities Act (the Act) which would, among other things, create…
Dec 19, 2011
In a decision with application to Atlantic Canada, the Ontario Court of Appeal found that an employer’s multiple extensions of a terminated…
Nov 1, 2011
Entrepreneurs need to be ready for due diligence, so it’s essential to involve legal advisors and accountants early in the process. Click…
Oct 6, 2011
In 2009 Canadian securities regulators changed the rules relating to securities “registration” – these rules determine who is required to…
Aug 6, 2011
Note: On June 14, 2013 the Supreme Court of Canada issued its decision in Communications, Energy and Paperworkers Union of Canada, Local 30 v.…
May 6, 2011
In March 2011, the Ontario Court of Appeal found that an employee had a limited expectation of privacy in the contents of a work computer. The…
Mar 6, 2011
In the midst of a sea of change, the Federal Government has enacted Regulatory changes significantly impacting employers who hire foreign…
Subscribe to McInnes Cooper to stay current with our leading insights on legal updates, trends, news, events, and services.