McCarthy T�trault

Article :: Access to Information: Public Registers and MDDEP Documents now available On-Line

Since November 29, 2009, all public registers expressly required by law for which the Ministry of Sustainable Development, Environment and Parks (MSDEP) is responsible have been available online at http://www.registres.mddep.gouv.qc.ca.

Article :: Canadian Government Launches Consultations on Encryption Controls

Yesterday, Foreign Affairs and International Trade Canada’s Export Controls Division (ECD) launched its "Consultation on the International Interpretations of the Wassenaar Arrangement Cryptography Note by Wassenaar Arrangement Participating States." These consultations will be of particular significance for companies engaged in the export or transfer from Canada of encryption goods, software or technology or items that have been designed or modified to use or work with encryption.

Encryption controls have been a challenge for many Canadian software and hardware vendors. Category 5 — Part 2 of Canada’s Export Control List identifies information security items that require a permit in order to be exported from Canada to destinations other than the United States. Because the threshold for control is very low — key lengths in excess of 64 bits (in the case of symmetric algorithms) — many vendors have been surprised to learn that the export or transfer of their encryption goods and technology requires a permit before shipment to their foreign customers. Often, they first discover this when the Canada Border Services Agency detains these goods just prior to export. Failure to obtain a permit prior to exporting or transferring controlled goods or technology can attract significant penalties.

Article :: 2010 Federal Budget Commentary

Finance Minister Flaherty tabled the Conservative government's fifth budget yesterday. The 2010 Federal budget contains a number of significant tax proposals, including changes to the taxation of employee stock options, the reporting and taxation of gains realized by non-residents on the disposition of certain Canadian properties, and the treatment of non-resident trusts and foreign investment entities. It also contains a number of measures targeted at areas in which the government perceived tax abuses, including income fund conversion transactions involving unrelated corporate loss pools and structures that generate foreign tax credits. Mandatory information reporting of certain avoidance transactions is also proposed. These and other measures are discussed in detail in our budget commentary.

Presentation :: Webinar: 2010 Federal Budget -- Get the Full Picture

On March 4, 2010, McCarthy Tétrault, and Thomson Reuters, hosted a live Webinar on the 2010 Federal Budget. Our leading Tax lawyers presented an in-depth analysis of the Budget's tax measures and their impact on business. Special guest Jeffrey Hodgson, Editor-in-Charge, Markets, Reuters News, provided a brief overview of the Budget's potential impact on economic and policy developments.

News :: McCarthy Tétrault Leads Canadian Firms for Most Top Rankings in Chambers Global 2010

Toronto, March 4, 2010 — McCarthy Tétrault earned more top rankings in the 2010 edition of Chambers Global: The World’s Leading Lawyers than any other Canadian firm. The firm garnered the most Band 1 rankings in practice categories, a testament to its full-service offering. McCarthy Tétrault also leads with 47 lawyers ranked in the highest three bands, more than any other firm. Altogether, 80 McCarthy Tétrault lawyers are recognized 92 times for their exceptional abilities and performance.

Serial Publication :: McCarthy Tétrault Co-Counsel: Business Law Quarterly (Volume 5, Issue 1)

Welcome to Volume 5, Issue 1 of McCarthy Tétrault Co-Counsel: Business Law Quarterly. This publication has been created to give our clients a picture of what is going on in business law and, most importantly, what it means to them.

Article :: OSC Staff Review Finds IFRS Transition Disclosure Lacking

The Ontario Securities Commission (OSC) recently released the results of its review of the quality of International Financial Reporting Standards (IFRS) transition disclosure provided by certain randomly selected issuers in their 2008 annual and 2009 interim management discussion and analysis (MD&A).

Article :: HST: BC and Ontario Moving to Implementation

In 2009, Ontario and British Columbia announced that their provincial sales tax systems would be harmonized with the federal GST effective July 1, 2010. The harmonized sales tax (HST) will consist of a five per cent federal component and a provincial component of seven per cent in British Columbia and eight per cent in Ontario (for a combined HST rate of 12 per cent and 13 per cent, respectively).

Article :: Mining Law Update: Bill C-300

Bill C-300, a private member’s bill put forth by Ontario Liberal MP John McKay, purports to promote corporate social responsibility (CSR) in the Canadian mining industry’s site country operations. However, the perverse result of Bill C-300 could be that mining companies move to countries with less of a commitment to CSR, ultimately making matters worse for site countries.

Article :: Investment Canada Act Threshold Announced for 2010

Industry Canada has announced that the Investment Canada Act threshold for 2010 that applies to most direct acquisitions of Canadian businesses by non-Canadian investors from World Trade Organization member countries is $299 million (a decrease from last year’s $312 million-threshold). The threshold applies to the gross book value of the target’s assets. Note that under the Act, a non-Canadian includes a Canadian-incorporated entity that is ultimately controlled outside of Canada.

Article :: Québec Superior Court Authorizes National Bank of Canada to Exclude Shareholder Proposals Submitted Abusively

On December 8, 2009, the Superior Court of Québec per the Honourable Justice Joel A. Silcoff granted a motion by the National Bank of Canada (Bank), authorizing it to omit some 38 proposals submitted by a shareholder for inclusion in the Management Proxy Circular to be distributed in advance of its 2010 Annual General Meeting of Shareholders. In its reasons, the court stated clearly, for the first time, that proposals that are "neutral" or otherwise permissible on their face can nevertheless legitimately be excluded if the context in which they are submitted indicates abuse by the shareholder.

Article :: Changes to Credit Card Practices and Federal Cost of Borrowing Disclosure

Final versions of the Credit Business Practices Regulations (CBP Regs) and the Cost of Borrowing Regulations (COB Regs) that apply to federally regulated financial institutions were published in September 2009. Drafts of both sets of regulations had previously been submitted for public comment in May 2009, and after submissions by industry groups remained largely intact. Some of the changes came into force on January 1, 2010. Other changes that require substantial system changes will be delayed until September 1, 2010.

Article :: Caisse Drummond Supreme Court of Canada Decision

In June of 2009, the Supreme Court of Canada dismissed an appeal from the Federal Court of Appeal in the Caisse populaire Desjardins de l’Est de Drummond v. Canada case.

Article :: Québec's Bill 60: New Rules for Payment Cards, Extended Warranties and Long-Term Service Contracts

Bill 60, An Act to amend the Consumer Protection Act and other legislative provisions, was adopted by Québec’s National Assembly on December 5, 2009 and will come into effect on the date or dates set by the government, but no later than June 30, 2010.

Article :: Responding to the "Halloween Surprise": Using Plans of Arrangement to Convert Income Trusts to Corporations

On the evening of October 31, 2006, the federal government’s "Halloween surprise" ended the favourable tax treatment formerly afforded to income trusts. The new tax rules come into effect in 2011. As a result, many income trusts are now in the process of converting into corporations ahead of the deadline.

Article :: Québec Business Corporations Act (Bill 63): An Update

The Business Corporations Act (Bill 63), a major reform and modernization of the Québec Companies Act, was enacted by Québec’s National Assembly on December 4, 2009 and is expected to come into force in January 2011.

Article :: Getting Ready for IFRS – Practical Tips

On January 1, 2011, Generally Accepted Accounting Principles (GAAP) for Publicly Listed Enterprises will adopt the International Financial Reporting Standards (IFRS). With less than one year to go, issuers’ preparations should be well underway.

Article :: Heightened Litigation Exposure for Canadian Public Issuers and Executives

For Canada’s public corporations and their executives, a litigation threat long on the horizon has now arrived in force with the Ontario Superior Court’s recent decision in Silver v. IMAX.

Article :: Update: Final CCGG Model Shareholder Engagement and "Say-on-Pay" Policy

On October 22, 2009, the Canadian Coalition for Good Governance (CCGG) released a draft of its much-awaited model shareholder engagement and "say-on-pay" policy, which addressed best practices for boards of directors on board engagement with shareholders, and included a model non-binding advisory shareholder resolution on executive compensation.

Article :: Summary of RiskMetrics Group's 2010 Canadian Proxy Voting Guidelines

On December 31, 2009, RiskMetrics Group published updated Proxy Voting Guidelines for TSX-listed issuers holding securityholder meetings on or after February 1, 2010. The Guidelines include recommendations for securityholder votes on routine business, director elections, securityholders’ rights, capital/restructuring matters, executive officer and director compensation, and social and environmental proposals. The recommendations in the Guidelines place a strong emphasis on supporting and enhancing corporate governance and disclosure best practices.

Transaction/Case :: Caisse de dépôt et placement du Québec and F.T.Q. acquired subscription receipts of GLV

Transaction/Case :: Vasogen Inc. completes loss utilization and reverse take-over transactions

Transaction/Case :: HSBC leases new LEED office building from bcIMC

Transaction/Case :: Temple Energy Inc. acquires Livingston Energy Ltd

Transaction/Case :: Twin Butte Energy Ltd. acquires Buffalo Resources Corp.