Personal Property and Securities Law

Corporate annual return filing changes – an update.

Committee participation gives you a chance to play an important role in business law advocacy, education and legislative reform – all while building your profile and growing your network within this dynamic practice area.

On May 6, 2021, the Ontario government enacted Ontario Regulation 335/21 , amending Regulation 182 of R.R.O. 1990 (the general regulations of the Corporations Information Act (Ontario). This article provides a summary of the impacts of the amending regulation on Ontario corporations, foreign business corporations and Ontario charities with respect to the filing of corporate annual returns.

There are nuances to be aware of when reviewing and negotiating a service agreement. These issues are important to address to ensure that the parties to the contract understand and agree to the nature and kind of services being provided thereunder. This article provides examples of common errors that are likely to be overlooked while reviewing and negotiating a service agreement and provides possible solutions to address problems that could arise.

A recent decision by the Supreme Court of Canada, involving a dispute over whether an agreement governing a parking facility had been adopted by a strata (condominium) corporation, provides a useful summary of basic contract principles applied in the context of a pre-incorporation contract. This decision is important for Ontario not-for-profit corporations and business corporations incorporated in Nova Scotia (even if they operate in Ontario).

This article, originally published on Practical Law Canada, reviews the October 2020 decision of the Supreme Court of Canada in Matthews v. Ocean Nutrition Canada Ltd. This case is now the leading Canadian decision on the enforceability of contractual limits to an employee’s right to wrongful dismissal damages for loss of incentive payments.

The rule in Foss v. Harbottle (1843), 67 E.R. 189 (U.K.H.L.) stipulates that a shareholder of a corporation does not have a personal cause of action for a wrong done to the corporation. The recent appeal by Bloorston Farms Ltd. of the ruling by the Superior Court of Justice in favour of Sang Thi Tran was dismissed by the Ontario Court of Appeal, which assessed the well-established rule in Foss v. Harbottle and its limitations and rationale.

Kathleen Robichaud is a sole practitioner practising in Manotick, Ontario. In this article, she describes her experience of trying to determine how to best look after her staff and clients amidst the COVID-19 pandemic, and provides a sample of useful policies that she has implemented at her office to ensure it is safe and comfortable for her visitors and employees.

The COVID-19 pandemic has affected businesses tremendously. Many are feeling the effects of a significant drop in the market values of almost all asset classes, including real property and private equity. However, as this article explains, these lower asset values may provide a timely opportunity for companies to make fundamental changes to the corporate structure of their business through estate freezes.