Team Members ()

Publications ()

News ()

Pages ()

Services ()

  • Our Team

    Our Team

    • Lawyers & Clerks
    • Leadership Team
    • Board of Directors
    • Human Resources
    • Marketing & Business Development
    • Paraprofessional Services
  • Our Services

    Our Services

    • Service Areas
      • Aboriginal and Indigenous Law
      • Administrative Law
      • Agribusiness
      • Banking and Financial Services
      • Bankruptcy and Insolvency
      • Business Disputes
      • Business Immigration
      • Class Actions
      • Construction Law
      • Corporate and Business
      • Corporate Finance and Securities
      • Corporate Governance and Compliance
      • Cross-Border Law
      • Education Law
      • Environmental Law
      • Estates and Trusts
      • Foreign Direct Investment
      • Franchise Law
      • Health Law
      • Insurance
      • Intellectual Property
      • Labour and Employment
      • Litigation
      • Maritime Law
      • Media & Entertainment
      • Municipal Law
      • P3 and Infrastructure
      • Pensions and Benefits
      • Privacy, Data Protection and Cyber Security
      • Public Law
      • Real Estate
      • Regulation of Professions
      • SISIP LTD Allowances Class Action
      • Tax
      • Technology
    • Industries
      • Cannabis
      • Construction & Property Development
      • Energy & Natural Resources
      • Financial Services
      • Government & Institutions
      • Insurance
      • Manufacturing, Processing & Sales
      • Mining
      • Ocean Economy
      • Private Clients
      • Startups & High Growth Companies
      • Technology
    • More Services
      • MC Advisory
      • MC Legal Lab
  • Our Insights
  • Our Firm

    Our Firm

    • Our Values
    • Our History
    • Our Global Reach
    • Our News
    • Diversity & Inclusion
    • Collective Social Responsibility
    • Environmental Stewardship
    • Pro Bono Program
  • Our Careers

    Our Careers

    • Lawyer Opportunities
    • Business Professional Opportunities
    • Paralegal & Legal Assistant Opportunities
    • Summer Student & Articling Opportunities
    • Diversity & Inclusion
    • Collective Social Responsibility
  • 1.866.439.6246
  • Contact
  • Search
  • Stay Updated
  • Contact Us
  • LexMundi World Ready
  • Privacy Policy
  • http://linkedin.com
  • http://facebook.com
  • http://twitter.com
  • 1.866.439.6246
Home > Our Insights > The law of unintended consequences: Supreme Court of Canada speaks on the rectification of transactions in Jean Coutu Group (PJC) Inc. v. Canada (Attorney General) and Canada (Attorney General) v. Fairmont Hotels Inc.
Publications

The law of unintended consequences: Supreme Court of Canada speaks on the rectification of transactions in Jean Coutu Group (PJC) Inc. v. Canada (Attorney General) and Canada (Attorney General) v. Fairmont Hotels Inc.

Published:

December 14, 2016

Author(s):

  • Raymond Adlington, former Lawyer at McInnes Cooper
  • Brian Awad, Partner at McInnes Cooper
  • Megan Seto, former Lawyer at McInnes Cooper

Share

Print

On December 9, 2016, the Supreme Court of Canada clarified when a court can rectify a transaction that has had unintended tax consequences for one or more parties. In two separate cases, Jean Coutu Group (PJC) Inc. v. Canada (Attorney General) and Canada (Attorney General) v. Fairmont Hotels Inc., the Supreme Court of Canada narrowed the historical circumstances in which a court may exercise its equitable jurisdiction to rectify a transaction, and denied rectification – leaving the parties to bear the significant tax consequences of their respective transactions.

Here are the lessons these decisions hold for taxpayers:

Document intentions. The decisions highlight the importance of recording intentions (typically in the opening recitals) in agreements. Other contemporaneous recording of tax intentions should also be undertaken, particularly in the context of related party transactions. Price adjustment provisions have been included for decades in the context of estate freeze transactions to avoid unintended tax consequences where fair market value is incorrectly initially determined by the parties. With these decisions, it may be time to consider broader “agreement adjustment” provisions in related party transactions so that the basic agreement is for a particular tax result rather than a particular commercial agreement.

Curtailed but not eliminated. The availability of rectification to cure unintended consequences was curtailed by the decisions in Jean Coutu and Fairmont, but not eliminated. Other statutory and common law remedial approaches through provincial superior courts exist to stitch together wounded plans or heal diseased documents before the affected taxpayers suffer a significant loss of cash.  

THE CASES 

Jean Coutu Background. Jean Coutu’s financial position was impacted by foreign exchange fluctuations. To address the problem, the company put in place a series of currency hedges to neutralize the fluctuations. The measures were intended to be tax neutral. Unfortunately for Jean Coutu, the foreign accrual property income rules operated to include interest income of its U.S. subsidiary in the annual income of Jean Coutu. Jean Coutu applied to the Quebec Superior Court, asking the court to rectify the relevant loan transactions in a manner such that the FAPI rules would not apply. Jean Coutu was successful before the Superior Court, where the judge was satisfied that Jean Coutu had intended to achieve tax neutrality. The CRA successfully appealed to the Quebec Court of Appeal, which found that the general intention of Jean Coutu was “not sufficiently determinate” to justify rectifying the transaction.

Fairmont Background. In 2002, Fairmont Hotels implemented a cross-border transaction that exposed the company to tax due to changes in the Canada-U.S. exchange rate. Fairmont structured the transaction to hedge its exposure to exchange rate fluctuations. Five years later in 2007, an entity that had been involved in the transaction indicated to Fairmont a desire to terminate the existing arrangement. In response, Fairmont redeemed certain shares. When Fairmont was later audited, the CRA determined that the redemption resulted in a taxable capital gain due to a change in the foreign-exchange rate. As with Jean Coutu, Fairmont did not dispute the CRA conclusion. Rather, Fairmont applied to the Ontario Superior Court of Justice, asking the court to rectify the 2007 redemption and recast it as a repayment of a loan. Fairmont was successful before the Superior Court, where the judge found that Fairmont intended to achieve tax neutrality. The CRA unsuccessfully appealed to the Ontario Court of Appeal.

THE SUPREME COURT OF CANADA DECISIONS

The two appeals were heard together by the Supreme Court of Canada. In its decisions in both cases, the majority of the Supreme Court of Canada narrowed the historical circumstances where a court may exercise its equitable jurisdiction to rectify a transaction.

In Jean Coutu, the Supreme Court found that there was no error with the transaction as implemented, only unforeseen consequences that Jean Coutu was retroactively trying to avoid. In Fairmont, the Supreme Court found that Fairmont’s desire to maintain a tax-neutral position was not sufficiently planned or precise to justify the court exercising its equitable jurisdiction.

Fairmont is likely to be the decision most cited in provinces outside Quebec. The key determinations of the court were as follows:

Purpose of rectification. Rectification is a judicial remedy available to give effect to the parties’ true intentions, rather than to allow an erroneous transcription of those true intentions to prevail. The remedy is not available where the basis of seeking it is that one or both of the parties wish to amend not the instrument recording their agreement, but the agreement itself.

Juliar overruled. The leading Ontario Court of Appeal decision Juliar v. Canada (Attorney General) stands for the proposition that rectification will be available upon proof of a continuing specific intention. The Fairmont decision effectively overruled Juliar and more narrowly confined the circumstances in which rectification can be obtained. 

Intention is no longer determinative. The Supreme Court concluded that the lower courts erred in holding that the parties’ intention of tax neutrality could support a grant of rectification. Rectification corrects the recording in an instrument of an agreement. Rectification does not operate because an agreement failed to achieve an intended effect “irrespective of whether the intention to achieve that effect was ‘common’ and ‘continuing.’” Further, the remedy does not correct common mistakes in judgment that frustrate the contracting parties’ intentions or plans.

The nature of the mistake. Two types of error may support a grant of rectification: a unilateral mistake and a mistake where both parties subscribe to an instrument under a common mistake. A party, or parties, can avail themselves of rectification only in such circumstances.

A mistake in recording a prior agreement. Where the error is said to result from a mistake common to both or all parties to the agreement, rectification of the instrument is available on the court being satisfied on a balance of probabilities that:

  • there was a prior agreement whose terms are definite and ascertainable;
  • the agreement was still in effect at the time the instrument was executed;
  • the instrument fails to accurately record the agreement; and
  • the instrument, if rectified, would carry out the parties’ prior agreement.

The “test” to be met. It falls on the party seeking rectification to show both the error in the instrument, and the manner in which the instrument should be rectified to record correctly what the parties intended to do correctly. The court will require evidence “exhibiting a high degree of clarity, persuasiveness, and cogency before substituting the terms of a written instrument with those said to form the parties’ true intended course of action.”


Please contact your McInnes Cooper lawyer or any member of the Tax Law Team @ McInnes Cooper to discuss this topic or any other legal issue.


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, 2016.  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.

Share

Print
View Related Content

Related Lawyers

  • Brian Awad, QC

    Brian Awad, QC

    Partner

Related Services

  • Corporate and Business
  • Tax

Related Industries

  • Private Clients

Related Publications

View All Publications
  • N.L. Corporations Act: 3 Key Changes Effective April 1, 2022

    Feb 23, 2022

    On April 1, 2022, changes to the Newfoundland and Labrador Corporations Act proposed in Bill 24 An Act to Amend the Corporations Act will take…

    Read More
    Publications
  • Smart Contracts & Automated Contracts: 5 FAQs

    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…

    Read More
    Publications
  • Limited Options: New Employee Stock Option Tax Rules Effective July 1, 2021

    Jun 24, 2021

    Many employers use equity compensation plans like employee stock option plans to attract, motivate, and retain talent. One reason stock options…

    Read More
    Publications
  • Tax Implications of Working from Home During COVID-19: 10 Employer FAQs

    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…

    Read More
    Publications
  • Wastech Services Ltd. v. Greater Vancouver Sewerage and Drainage District: 3 Tips to Exercise Contractual Discretion in Good Faith

    Mar 1, 2021

    The Supreme Court of Canada continues to develop and clarify the organizing principle of good faith performance in contract law. In its 2014…

    Read More
    Publications
  • Estate Planning: Two Trust Solutions

    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…

    Read More
    Publications
  • China – Canada Connections: Estate Planning Obstacles & Opportunities

    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…

    Read More
    Publications
  • C.M. Callow Inc. v. Zollinger: 3 Tips to Honestly Exercise Contract Rights

    Jan 18, 2021

    The Supreme Court of Canada, in the 2014 case of Bhasin v. Hrynew, recognized a general organizing principle of good faith performance in…

    Read More
    Publications
  • Expedite Entry of Foreign “Essential” Workers to Canada: 10 Essential Tips

    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…

    Read More
    Publications
  • New Trust Reporting Requirements Effective for 2021 Tax Year

    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…

    Read More
    Publications
  • 3 Key Estate Planning Considerations for Business Owners

    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…

    Read More
    Publications
  • 3 Key Estate Plan Benefits & Ingredients

    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…

    Read More
    Publications
  • Canadian Governance Diversity Disclosure Obligations: Get on Board

    Sep 29, 2020

    This publication has been updated as of December 1, 2021. Recent incidents in Canada and the U.S. have impinged that the impact of systemic…

    Read More
    Publications
  • Top 5 Legal Considerations When Launching a FINTECH Startup

    Jun 12, 2020

    The financial technology (Fintech) industry uses technology to support and enhance financial and banking services.

    Read More
    Publications
  • Michael Melvin in The Franchise Voice | Legal Digest (Spring 2020)

    May 11, 2020

    McInnes Cooper partner Michael Melvin and Student-at-Law Myriam Whalen provide a detailed Legal Digest in the Spring 2020 Edition of The…

    Read More
    Publications
  • Callidus Capital Corp: Policing CCAA Proceedings

    May 11, 2020

    The Supreme Court of Canada recently released a much-awaited decision regarding the Companies’ Creditors Arrangement Act (CCAA). The CCAA is…

    Read More
    Publications
  • Coping with COVID-19: Canada’s Federal & Provincial Economic Response Plans

    May 5, 2020

    The novel coronavirus disease ("COVID-19") has, to date, affected over one-million individuals worldwide, and has negatively impacted Canadians…

    Read More
    Publications
  • Coping with COVID-19: The Impact of Public Health Measures on Parenting Orders

    May 1, 2020

    Parenting during this unprecedented COVID-19 public health crisis is stressful for families. In response to this global pandemic, Federal and…

    Read More
    Publications
  • Coping with COVID-19: 3 Legal Remedies for Contractual Liability Risks

    Mar 10, 2020

    The global COVID-19 (a.k.a. Coronavirus or SARS-CoV-2) outbreak has implications for many commercial relationships, its evolving nature and…

    Read More
    Publications
  • Still an Option: Feds Delay New Tax Rules for Employee Stock Options

    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…

    Read More
    Publications
  • Toward More Transparency: 3 More Key Changes to the Canada Business Corporations Act (CBCA)

    Sep 12, 2019

    Public companies incorporated under the Canada Business Corporations Act (CBCA) escaped the new “register of individuals with significant…

    Read More
    Publications
  • “Register for Individuals with Significant Control”: 5 Key Facts CBCA Corporations Need to Know to Comply

    May 21, 2019

    As of June 13, 2019, private companies incorporated under the Canada Business Corporations Act (CBCA) must prepare and maintain a register of…

    Read More
    Publications
  • S.A. v. Metro Vancouver Housing Corp.: Can you trust a Henson trust?

    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…

    Read More
    Publications
  • Incorporating a Business? Incorporating in N.S. Will Soon Be More Attractive

    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…

    Read More
    Publications
  • P.E.I. Joins (Most of) the Rest of Canada: 3 Ways the New P.E.I. Business Corporations Act Will Modernize Prince Edward Island Corporations

    Jul 18, 2018

    P.E.I. corporations are currently governed by the P.E.I. Companies Act – legislation that’s substantially unchanged since it was enacted in…

    Read More
    Publications
  • 3 Key Changes Modernize the Canada Business Corporations Act (CBCA)

    Jun 12, 2018

    The Canada Business Corporations Act (CBCA) is catching up with the times. On May 1, 2018, amendments to the CBCA proposed in Bill C-25, An Act…

    Read More
    Publications
  • More Valuable Than Money? The 5 Most Common Equity Compensation Plans

    Apr 2, 2018

    Equity compensation plans are a valuable and versatile tool for many corporations, from early-stage startups to established blue-chips.…

    Read More
    Publications
  • How the Pros Get Into Canada: 5 FAQs About the NAFTA Professional Work Permit

    Jan 18, 2018

    The future of the North American Free Trade Agreement (NAFTA), including NAFTA’s immigration-related provisions allowing cross-border mobility…

    Read More
    Publications
  • The Legal Reality: Canadian Appeal Court decides “Virtual Presence” is enough for production order for user information against non-Canadian company in British Columbia (Attorney General) v. Brecknell

    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…

    Read More
    Publications
  • A Lump of Coal for Christmas: Supreme Court of Canada Confirms Auditor Negligent & Liable for $40 Million in Livent v. Deloitte

    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…

    Read More
    Publications
  • Is cryptocurrency the right tool for your company to raise capital? 5 FAQs about Initial Coin Offerings (ICO)

    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…

    Read More
    Publications
  • Canada’s Private Corporation Tax Proposals: Year End Planning in the Face of Uncertainty

    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…

    Read More
    Publications
  • 2018 Planning Starts Now for TSX-Listed Issuers: TSX Updates Disclosure Requirements

    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…

    Read More
    Publications
  • No NAFTA? No Problem – For Temporary Business Travel, That Is

    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…

    Read More
    Publications
  • Transformative Changes to Nova Scotia DB Funding Framework Possible

    Sep 7, 2017

    On September 6, 2017, the N.S. Government distributed a discussion paper, “Pension Funding Framework Review and other issues affecting pension…

    Read More
    Publications
  • Federal Crown’s Deemed Trust Priority for Unremitted GST/HST Survives Bankruptcy

    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…

    Read More
    Publications
  • Cross-Border Caution: 5 Anti-Corruption Law Compliance Program Tips

    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…

    Read More
    Publications
  • Proposed Changes to Business Income Tax Rules: A Gamechanger for Private Business Owners

    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…

    Read More
    Publications
  • Steering clear of personal liability for oppression: Supreme Court of Canada offers guidance to corporate leaders in Wilson v. Alharayeri

    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…

    Read More
    Publications
  • Growing Your Business: 3 Structuring Solutions

    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…

    Read More
    Publications
  • Like it or Not: Supreme Court of Canada decides class action against Facebook can go ahead in B.C. – despite its terms of use in Douez v. Facebook, Inc.

    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…

    Read More
    Publications
  • All in the Family: The Family Shareholders’ Agreement

    May 25, 2017

    The family (whatever that looks like for you) is the fundamental unit of our society, and the family business a fundamental cog of our economy.…

    Read More
    Publications
  • Estate Planning in the Age of Medical Assistance In Dying (MAID)

    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…

    Read More
    Publications
  • Cannabis Legalization in Canada: Seeds have sprouted, but the branches are still bare

    Apr 20, 2017

    On April 13, 2017, Canada’s federal government introduced legislation that, if passed into law, will legalize recreational cannabis in Canada.…

    Read More
    Publications
  • Nip it in the Bud: A 5 Step Plan for Employers to Prepare for Cannabis Legalization 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…

    Read More
    Publications
  • Daniel Watt and Sara Mahaney in Gard Update: Legal privilege in the corporate context in Canada

    Apr 6, 2017

    Adding a third jurisdiction to Gard Update’s comparison between privilege in the corporate context under U.S. and English law, McInnes Cooper…

    Read More
    Publications
  • Follow These 5 Steps for Compliant Disclosure on Social Media

    Mar 30, 2017

    Social media platforms, like Instagram, Twitter, LinkedIn, YouTube, Facebook and GooglePlus, arguably have more followers and are more closely…

    Read More
    Publications
  • Information Technology (IT) Contracts: 3 Key Lessons for Customers and Service Providers in Atos v Sapient

    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…

    Read More
    Publications
  • Cyber Security: A 5-Step Data Breach Risk Mitigation Plan for Corporate Boards & Directors

    Feb 24, 2017

    This publication has been updated as of December 16, 2021. Many organization (66%) store the personal information of customers. employees,…

    Read More
    Publications
  • Confidentiality Risks of Doing Business With the Public Sector Just Got Riskier: Completed NS Access to Information Requests Go Online

    Jan 25, 2017

    Doing business with the public sector creates an often overlooked – but very real – risk that the confidential information a business…

    Read More
    Publications
  • Canadians With U.S. Connections: Key Cross-Border Estate Planning Strategies

    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…

    Read More
    Publications
  • Don’t Sell Yet: How Principal Residence Exemption (PRE) Changes Affect Trusts

    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…

    Read More
    Publications
  • Businessperson or “Business Visitor”: Canada’s Business Visitor Visa Rules

    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…

    Read More
    Publications
  • Supreme Court of Canada Decides Indian Bands Assessing Leased Reserve Lands for Property Tax Purposes Can’t Have it Both Ways in Musqueam Indian Band v. Musqueam Indian Band (Board of Review)

    Sep 12, 2016

    On September 9, 2016, the Supreme Court of Canada decided in Musqueam Indian Band v. Musqueam Indian Band (Board of Review) that an Indian band…

    Read More
    Publications
  • Ontario Follows Suit With Securities Act Changes Tightening the Belt on Insider Trading Regulation

    Aug 15, 2016

    The standards expected of market participants are steadily increasing in response to demand to address white collar crime – including…

    Read More
    Publications
  • 5 Key Considerations When Deciding Between Federal & Provincial Incorporation

    Aug 9, 2016

    A key legal decision in starting or growing your business is choosing the business structure that’s right for you. If you incorporate,…

    Read More
    Publications
  • NS Dives into Pooled Registered Pension Plans (PRPP)

    Jun 30, 2016

    As of June 25, 2016, provincially regulated workers and employers in Nova Scotia, Quebec, BC and Saskatchewan can participate in Pooled…

    Read More
    Publications
  • Supreme Court of Canada Decides Income Tax Act Sections are Unconstitutional – and Strengthens Solicitor-Client Privilege in Canada (Attorney General) v. Chambre des notaires du Québec & Canada (National Revenue) v. Thompson

    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…

    Read More
    Publications
  • Get Your SEDAR Profile: Changes to Private Placement Filing Requirements Effective May 24 & June 30, 2016

    Jun 6, 2016

    On June 30, 2016, amendments to National Instrument 45-106 Prospectus Exemptions and related changes to Companion Policy 45-106 Prospectus…

    Read More
    Publications
  • 3 Tips to Use “Forward-Looking Information” to Enhance Your Investor Relations

    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…

    Read More
    Publications
  • A Penalty by Any Other Name: Supreme Court of Canada Says Interest Rate Increase Triggered by Default, Whatever It’s Called, Infringes the Interest Act in Krayzel Corp. v. Equitable Trust Co.

    May 9, 2016

    On May 6, 2016, the Supreme Court of Canada decided that a mortgage imposing a higher interest rate in the event of default and reserving a…

    Read More
    Publications
  • 5 Key Changes to Early Warning Reporting System Effective May 9, 2016

    May 2, 2016

    Amendments changing the early warning reporting system take effect on May 9, 2016, provided all necessary approvals are obtained (except in…

    Read More
    Publications
  • From Watershed Decision to Watershed Law: Government Proposes Physician-Assisted Dying Law in Bill C-14 An Act to amend the Criminal Code and to make related amendments to other Acts (medical assistance in dying)

    Apr 15, 2016

    On April 14, 2016, Canada’s federal Justice Minister proposed legislation setting out the conditions that a person wishing to undergo…

    Read More
    Publications
  • The Small Business Deduction: Key Proposed Changes & Strategic Solutions

    Apr 12, 2016

    Federal Budget 2016 proposed to significantly reduce the benefit of and access to the Small Business Deduction. The Small Business Deduction…

    Read More
    Publications
  • Doing Business With the Public Sector: Key Confidentiality Risks & 3 Risk Management Strategies

    Mar 24, 2016

    When a business responds to a public sector Request for Proposal or Expression of Interest (both of which we’ll refer to as an RFP for these…

    Read More
    Publications
  • It Gets Worse: 5 Key Proposed Changes to Section 55 of the Income Tax Act

    Oct 23, 2015

    Subsection 55(2) of the Income Tax Act (Canada) is an anti-avoidance provision intended to prevent capital gains stripping by deeming an…

    Read More
    Publications
  • Tax Implications of Personal Services Businesses (PSB) Status & Strategies to Avoid It

    Oct 23, 2015

    Incorporation offers legal advantages to sole proprietors of small businesses, including certain tax advantages. However, when a corporation…

    Read More
    Publications
  • New Kid on the Block: Crowdfunding Joins Traditional Equity-Based Funding Options for Startups & SMEs

    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…

    Read More
    Publications
  • Beneficiary’s Purpose Matters: Invalidation of Bequest to Neo-Nazi Group as Against Public Policy Withstands Appeal in McCorkill v. Streed, Executor of the Estate of Harry Robert McCorkill (aka McCorkell), Deceased

    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…

    Read More
    Publications
  • Make Way for Women on Boards: 5 New Disclosure Obligations

    Mar 6, 2015

    Effective for the 2015 proxy season, all non-venture issuers reporting in nine Canadian Provinces and Territories must disclose the…

    Read More
    Publications
  • No More Criminalization of Physician-Assisted Dying: The Ripple Effects of A Watershed Decision in Carter v. Canada (Attorney General)

    Feb 9, 2015

    NOTE: On April 14, 2016, the federal government proposed legislation setting out the conditions that a person wishing to undergo…

    Read More
    Publications
  • Thou Shalt Not Lie: SCC Recognizes New Duty of Honesty in Contract Law in Bhasin v. Hrynew

    Nov 14, 2014

    On November 13, 2014, the Supreme Court of Canada (SCC) effected a significant development in Canadian contract law by recognizing the…

    Read More
    Publications
  • The Top 5 Corporate Governance Best Practices That Benefit Every Company

    Sep 16, 2014

    Many believe that only public companies or large, established companies with many shareholders need to be concerned about, or can benefit from,…

    Read More
    Publications
  • Canadian Treaty Shopping Proposal Shelved Pending Final OECD Recommendation, First To Be Released September 16

    Sep 11, 2014

    The Canadian federal government has been concerned for some time about “treaty shopping” by non-residents – the practice of non-residents…

    Read More
    Publications
  • Estate Planning Solutions: 5 FAQs About Alter Ego & Joint Partner Trusts

    May 22, 2014

    This publication has been updated as of February 17, 2021. Trusts offer a very useful estate planning solution for a wide variety of special…

    Read More
    Publications
  • Legal Update: Risky Trading – Insiders and Potential M&A’s

    Nov 1, 2013

    Recent decisions of securities regulators and amendments to Canadian securities laws demonstrate regulators' lowered tolerance for insiders who…

    Read More
    Publications
  • General Security Agreements – Tips and Traps

    Aug 28, 2013

    A general security agreement (GSA) is the most common form of personal property security used in the Atlantic Provinces to secure commercial…

    Read More
    Publications
  • Franchise Questions: What do I need to know about moving into new markets?

    Jun 7, 2013

    In Franchise Canada’s Spring 2013 “Viewpoints” feature, McInnes Cooper franchise lawyer Michael Melvin answers this question for…

    Read More
    Publications
  • Comment on Copthorne Holdings Limited V. The Queen

    Dec 16, 2011

    In a unanimous decision rendered by Justice Rothstein, the Supreme Court of Canada today dismissed the appeal of Copthorne Holdings Limited,…

    Read More
    Publications
  • DFO Announces that Corporations May Own Fishing Licenses

    Mar 7, 2011

    Effective April 1, 2011, the fishing licensing policy for the Atlantic Canada and Quebec inshore fishery will change to allow inshore fishing…

    Read More
    Publications
  • Tax Update: NB Provincial Budget Overview

    Mar 7, 2011

    The New Brunswick Budget, tabled on March 22, contained some good news for business owners and individuals. The previously announced reduction…

    Read More
    Publications
  • A Closer Look at the Regulations Under the New Brunswick Franchises Act

    Oct 1, 2010

    McInnes Cooper franchise lawyer Michael Melvin highlights some of the significant features of the Disclosure Documents Regulation and the…

    Read More
    Publications
  • What are electronic disclosure documents and why and how may they be used?

    May 31, 2010

    In Franchise Canada’s May/June 2010 “Ask A Legal Expert” feature, McInnes Cooper franchise lawyer Michael Melvin answers this question for…

    Read More
    Publications

Stay Updated

Subscribe to McInnes Cooper to stay current with our leading insights on legal updates, trends, news, events, and services.

Connect With Us:
  • Follow us on Twitter @mcinnescooper
  • Like us on Facebook @mcinnescooperlaw
  • Join us on LinkedIn @mcinnes-cooper
  • 1.866.439.6246
  • Privacy Policy
  • Copyright © 2022 — McInnes Cooper
Lex Mundi Logo MC Advisory Logo