Business Beat

This article was written in response to questions from my factoring clients regarding whether factoring transactions constitute “true sales” of accounts receivable and, if not, why and what are the ramifications.

2012 was a watershed for shareholder activism in Canada. While the number of proxy contests has increased over the last decade, rarely have Canada’s largest companies been the target of activist activity, let alone the target of a successful activist campaign.

Amid the gains garnered by commerce through the invention of legal personalities wise institutions have striven to provide checks and balances to the self-interested exercise of power. In the evolution of our commercial law, a recurring and unifying theme is that power begets responsibility.

On December 7, 2012, Industry Canada released widely anticipated revisions to guidelines on the review of proposed investments by foreign state-owned enterprises under the Investment Canada Act.

In June, 2012 Canada's privacy regulators issued a joint document titled Cloud Computing for Small and Medium-sized Enterprises: Privacy Responsibilities and Considerations.

On November 25, 2011, the Canadian Securities Administrators published for comment proposed changes to the rules on the marketing of prospectus offerings (the proposed rules).

In February 2012 the TSX Venture Exchange published a new Corporate Governance Bulletin and new Policy Amendments Bulletin.

In a unanimous opinion released on December 22, 2011, the Supreme Court of Canada sank the federal government’s attempt to create a national securities regulator. The Court ruled that the proposed Canadian Securities Act, “as presently drafted”, is ultra vires the federal government.

The new Canada Not-for-profit Corporations Act, which received Royal Assent on June 23, 2009, became effective October 17, 2011.

In January 2011, the Ontario Securities Commission issued a notice requesting comments on certain shareholder democracy issues including, among other things, the practice of slate voting for directors and whether it should be abolished in favour of individual and majority voting.