Sweeping Privacy Reform in Quebec, Canadian Private M&A transactions Revised Draft Legislation and More…Timely Topics – November 2023
Timely Topics with McCarthy Tétrault curates the latest market trends on a monthly basis to help you stay informed of developments that can affect your business. This content is current as of November 1st, but please connect with us if you have any questions on any of the topics below.
Here are this month’s trending topics:
1) Cyber/Data
Sweeping privacy reform comes into force in Quebec – Law 25
As of September 22, 2023, organizations operating in Quebec or handling the personal information of Quebec residents are now subject to a host of new obligations. Compliance with these sweeping amendments brought by the Act to modernize legislative provisions respecting the protection of personal information to the Private Sector Act require a deliberate and well-documented overhaul of policies, procedures and practices relating to how affected organizations handle Quebec personal information.
The costs of not prioritizing compliance are high, with penal fines as high as the greater of $25 million or 4% of worldwide turnover for the preceding fiscal year (which amounts can be doubled for repeat offences) and monetary administrative penalties of up to the greater of $10 million or 2% of worldwide turnover for the preceding fiscal year.
| For more details on Law 25, you can also refer to McCarthy Tétrault’s Law 25 Compliance Toolkit, or contact a member of our Cyber/Data Group who can help you navigate the cyber and data landscape. |
2) M&A
Practical takeaways when negotiating sandbagging provisions in Canadian Private M&A transactions
M&A lawyers carefully negotiate representations and warranties in M&A agreements. In many agreements, if the representations and warranties are not materially accurate at closing, the buyer is not obliged to close the transaction. And, if a buyer in the private M&A context discovers after closing that a rep and warranty is inaccurate, the buyer can typically seek recourse against the seller by either making an indemnity claim (which often involves dipping into a holdback or escrow of the purchase price), or suing the seller for damages. But can a buyer who knows (or ought to know) before closing that a rep and warranty is inaccurate still close and then seek indemnification and/or sue for damages?
| If you have further questions about these ‘sandbagging’ provisions or securities regulation and investment products, please reach out to a member of our M&A or Corporate & Securities practice. |
3) Tax
Revised Draft Legislation for Share Buyback Tax
On August 4, 2023, the Canadian federal government released a package of legislative proposals, including updated draft legislation on the proposed tax on certain equity repurchases by publicly listed companies, partnerships and trusts. Previously released as part of the 2023 federal budget, new Part II.2 of the Income Tax Act (Canada) is proposed to apply as of January 1, 2024.
The revisions address some deficiencies with the initial proposal, but remains broad and deliberately catch normal course issuer bids and substantial issuer bids.
| If you’d like to speak about how these proposals may impact your business, please connect with a member of our National Tax Group |
4) Technology
Embracing the Future: How 5 Sector-Wide Changes are Reshaping the Tech Job Market in Canada
Change is the only constant in life, and nowhere is this more evident than in the dynamic landscape of the tech world. Over the last few years, we have witnessed an unprecedented wave of transformations that are redefining the tech job market as we know it. From massive tech layoffs to the pervasive integration of Artificial Intelligence, these sector-wide changes are poised to have a profound impact on the future of tech talent.
Aliya Ramji, Co-founder of MT❯Ventures and Leah Brighton, strategic advisor to MT❯Ventures discuss five changes that are impacting and will impact the tech job market for the foreseeable future.
| MT❯Ventures provides the legal smarts and strategic counsel that startups need to grow and focus on the vision. If you have any questions about startups, the tech talent economy, and the impact of the current tech job market on your startup, please reach out to Aliya Ramji. |
This newsletter is designed to provide general information only. This newsletter does not provide legal advice on specific issues. You are encouraged to consult with legal counsel should you require assistance in addressing a particular issue or concern.
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