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19 January, 2023

ONCA: Appellate powers under the Arbitration Act should be used with caution

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17 October, 2022

ONCA: “Immediate” Obligation to Disclose Settlement Agreements “Means Exactly What It Says”

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OSC Steps Up Crypto Enforcement and Targets Foreign Crypto Platforms

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3 March, 2022

A Primer on How to Avoid Greenwashing: CSA Guidance on ESG-Related Investment Fund Disclosure

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ONCA: Appellate powers under the Arbitration Act should be used with caution
In its recent decision in Tall Ships Development Inc. v. Brockville (City)[i], the Court of Appeal for Ontario reviewed the appellate powers under sections 45 and 46 of the Arbitration Act[ii], under which judges may review arbitration awards.

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ONCA: “Immediate” Obligation to Disclose Settlement Agreements “Means Exactly What It Says”
In its recent decision in Hamilton-Wentworth District School Board v. Zizek, the Court of Appeal for Ontario (the “ONCA”) reiterated that parties who enter into a settlement agreement which alters the litigation landscape have an obligation to immediately disclose the agreement. Applying the principles set out in its 2010 decision Aecon Buildings v. Stephenson Engineering Limited, the ONCA confirmed that the obligation to disclose such settlements is not a matter of discretion, context, or factual analysis. The decision enforces the clear “bright line” principle of immediate disclosure, barring which consequences of the “most serious nature” for the defaulting party must result – a stay of the action.

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OSC Steps Up Crypto Enforcement and Targets Foreign Crypto Platforms
Since the publication of the notice and the OSC’s warnings, staff of the OSC have taken enforcement action against non-compliant entities. This has involved significant monetary penalties and suggests that the OSC (now the Capital Markets Tribunal) is committed to attempting to protect investors in the crypto markets through aggressive enforcement action. This article summarizes recent regulatory developments and expectations for crypto regulation.

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A Primer on How to Avoid Greenwashing: CSA Guidance on ESG-Related Investment Fund Disclosure
On January 19, 2022, the Canadian Securities Administrators (the “CSA”) released Staff Notice 81-334 (the “Notice”)[1] which clarifies regulations applicable to funds that incorporate or reference environmental, social and governance (“ESG”) considerations in their asset management strategies and objectives (“ESG-Related Funds”). The Notice also sets out recommendations for funds’ disclosure and marketing protocols, but does not establish new legal requirements or modify current regulations.

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Clash of the Cine-Titans: Court Finds that COVID-19 is Not an Excuse to Walk Away from an M&A Transaction
A recent decision of the Ontario Superior Court of Justice in Cineplex v Cineworld, 2021 ONSC 8016 (“Cineplex”) awarded the plaintiff Cineplex damages of $1.24 billion for breach of contract arising from Cineworld’s purported termination of an agreement to buy Cineplex, an operator of movie theatres in Canada.

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New Guidance on Regulation of Crypto-Trading Platforms in Canada
The Investment Industry Regulatory Organization of Canada (“IIROC”) recently issued new guidance, together with the Canadian Securities Administrators (“CSA”), regarding crypto-trading platforms (“CTPs”).

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The Final Report of the Capital Markets Modernization Taskforce: What Securities Litigators Need to Know
The Final Report of the Capital Markets Modernization Taskforce: What Securities Litigators Need to Know Much has changed in capital markets in the last seventeen years. Ontario’s securities regulatory framework, however, has not been comprehensively reviewed – until now. The Final Report of the Capital Markets Modernization Taskforce, delivered in January 2021, recommends significant amendments to update Ontario’s regulatory framework. The Report is the product of nearly a year of consulting with stakeholders.

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C.M. Callow Inc. v. Zollinger: The Duty of Honest Contractual Performance Clarified
In the recent decision of C.M. Callow Inc. v. Zollinger , the Supreme Court of Canada (“SCC”) clarified the scope of the duty of honest contractual performance, as recognized by the Court in Bhasin v. Hrynew over six years ago. As explained in Bhasin, and further expanded on in C.M. Callow, the duty of honest contractual performance is one of the manifestations of the organizing principle of good faith in performance of contracts.

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Three Things You Need To Know if a Contract is Breached Because of COVID-19
When a contract is breached because of COVID-19 consider there practical steps you can take to claim under business interruption insurance, or assess, prosecute, and de-risk a claim for damages (or possibly both).

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The Canadian Securities Administrators 2018/2019 Enforcement Report – Key Highlights
The Canadian Securities Administrators (the “CSA”) is an umbrella organization of 10 provincial and 3 territorial securities regulators in Canada, which includes the Ontario Securities Commission (“OSC”). The CSA’s mission is “to give Canada a securities regulatory system that protects investors from unfair, improper or fraudulent practices and fosters fair, efficient and vibrant capital markets, by developing a national system of harmonized securities regulation, policy and practice.”

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